HomeMy WebLinkAbout2015-07-27 Public hearingNOTICE OF PUBLIC HEARING
Notice is hereby given that a public hearing will
be held by the City Council of Iowa City, Iowa, at
7:00 p.m. on the 16"' day of June, 2015, in Emma
J. Harvat Hall, 410 E. Washington Street, Iowa
City, Iowa, or if said meeting is cancelled, at the
next meeting of the City Council thereafter as
posted by the City Clerk; at which hearing the
Council will consider:
1. An ordinance conditionally rezoning 7.8
acres of land located on the west side of
Miller Avenue south of Benton Street from
Medium Density Single Family (RS -8) to
Planned Development Overlay/Medium
Density Single Family Residential (OPD -8)
(REZ13-00010).
2. An ordinance conditionally rezoning 0.41
acres of land located at 705 and 709 S.
Clinton Street from Intensive Commercial
(CI -1) Zone to Riverfront Crossings —
Central Crossings (RFC -CX) Zone.
7
(REZ15-00008).
Copies of the proposed ordinances and
resolutions are on file for public examination in the��
office of the City Clerk, City Hall, Iowa City, Iowa.
Persons wishing to make their views known for
Council consideration are encouraged to appear 49
at the above-mentioned time and place.
MARIAN K. KARR, CITY CLERK 611f
City Council
Planning and Zoning Items
July 27, 2015
County Rezoning Item
CZ 15-00002
Discussion of an application submitted by
Michael Furman for a rezoning from County
Agriculture (A) to County Residential (R3) for
approximately 40 acres of property located at
3051 Buchmayer Bend NE in the Iowa
City/Johnson County Fringe Area.
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NOTICE OF PUBLIC HEARING ON PLANS,
SPECIFICATIONS, FORM OF CONTRACT AND
ESTIMATED COST FOR THE PCC PAVEMENT
REHABILITATION PROJECT 2015 IN THE CITY
OF IOWA CITY, IOWA
TO ALL TAXPAYERS OF THE CITY OF IOWA
CITY, IOWA, AND TO OTHER INTERESTED
PERSONS:
Public notice is hereby given that the City Council
of the City of Iowa City, Iowa, will conduct a public
hearing on plans, specifications, form of contract
and estimated cost for the construction of the
PCC Pavement Rehabilitation Project 2015 in said
city at 7:00 P.M. on the 27"' day of July, 2015, said
meeting to be held in the Emma J. Harvat Hall in
the City Hall, 410 E. Washington Street in said
city, or if said meeting is cancelled, at the next
meeting of the City Council thereafter as posted
by the City Clerk.
Said plans, specifications, form of contract and
estimated cost are now on file in the office of the
City Clerk in the City Hall in Iowa City, Iowa, and
may be inspected by any interested persons.
Any interested persons may appear at said
meeting of the City Council for the purpose of
making objections to and comments concerning
said plans, specifications, contract or the cost of
making said improvement.
This notice is given by order of the City Council
of the City of Iowa City, Iowa and as provided by
law.
MARIAN K. KARR, CITY CLERK
r
I CITY OF IOWA CITY
O MEMORANDUM
DATE: July 14, 2015
TO: Tom Markus, City Manager
FROM: Lucy Joseph, NDS Code Enforcement Specialist
Tracy Hightshoe, Neighborhood Services Coordinator
RE: July 27, 2015 City Council meeting agenda item: sale of three UniverCity Neighborhood
Partnership homes
Introduction
On July 27, 2015, City Council will hold a public hearing and vote on a resolution authorizing the
conveyance of 917 N. Dodge, 1111 E. Burlington, and 318 S. Lucas as part of the UniverCity
Neighborhood Partnership Program. Once these homes are sold, the program will have 49 completed
homes.
917 N. Dodge
Under the UniverCity Neighborhood Partnership, the City proposes to sell 917 N. Dodge for $135,000
plus carrying costs of $17,125. "Carrying costs" are all the costs incurred by the City to acquire, maintain
and sell the home, including abstracting and recording fees, interest on the loan to purchase the home,
mowing and snow removal, utilities, and real estate taxes along with any costs in excess of $50,000 in
rehabilitation expenses.
Renovations included electrical work, plumbing, newly refinished and repainted walls and siding, new
front and side door, new light fixtures, reconfigured the upstairs layout, new counter and medicine
cabinet in bathroom, cleaning of carpet and flooring, and new cabinets and counters in the kitchen. The
cost of renovations (up to $50,000) is not included in the sale price and forgiven once the homeowner
has lived in the home for 5 years. The home must be owner -occupied for 20 years. Built in 1955, this
house has 696 square feet of living space, including 2 bedrooms and one bathroom. Iowa City Housing
Authority (ICHA) funds were used to rehabilitate and sell the home. The homebuyer is under 80% of
area median income and will receive down payment assistance in the amount of $5,000.
1111 E. Burlington
Under the UniverCity Neighborhood Partnership, the City proposes to sell 1111 E. Burlington for
$199,000. Renovations included electrical work, plumbing, newly refinished and repainted walls,
reconfigured doorways, installation of central heating on the second floor, new light fixtures, a
rehabilitated and enlarged bathroom, new carpet and the installation of brand new appliances, cabinets
and counters. The home must be owner -occupied for 20 years. This turn -of -the -century house has
1,786 square feet of living space, including three bedrooms and one and half bath. City funds were used
to rehabilitate and sell the home as a single-family owner occupied home.
318 South Lucas Street
Under the UniverCity Neighborhood Partnership, the City proposes to sell 318 S. Lucas St. for $135,000.
Renovations included electrical work, plumbing, refinished wood floors, new light fixtures, a newly
poured driveway, updated bathroom, and a complete renovation of the kitchen with new appliances,
cabinets, and counters. The home must be owner -occupied for 20 years. Built in 1928, this house has
two bedrooms, one bathroom, a large deck, and 698 square feet of finished living space. Iowa City
July 14, 2015
Page 2
Housing Authority (ICHA) funds were used to rehabilitate and sell the home. The homebuyer is under
80%ofarea median income.
To assist with the sale of both 1111 E. Burlington and 318 S. Lucas, a realtor was hired. Both homes
were completed in August of 2014, but no qualified applicants made an offer. The prices were lowered
to enable a sale and reduce further carrying costs to the City. No downpayment assistance will be
offered to the buyers.
Fiscal Impact
Property Address
Assessed Value at Time of
Purchase
Sales Price
917 N. Dodge
$112,190
$152,125
1111 E. Burlington
$183,950
$199,000
318 S. Lucas
$114,710
$135,000
There will be no impact on the General Fund for ongoing operating expenses.
Recommendation
The homes are located on streets where there are many rentals, and after the renovations they have
become assets to the neighborhood and community. Staff recommends approval of the resolution to
authorize the conveyance of 917 N. Dodge, 1111 E. Burlington and 318 S. Lucas St. as part of the
UniverCity Neighborhood Partnership program.
917 N. Dodge — before renovations
917 N. Dodge — after renovations
July 14, 2015
Page 3
1111 E. Burlington — before renovations
1111 E. Burlington — after renovations
318 S. Lucas Street — before renovations
318 S. Lucas Street — after renovations
NOTICE OF PUBLIC HEARING
Notice is hereby given that the City Council
of Iowa City will hold a public hearing on the 27th
day of July, 2015, at 7:00 p.m. in the Emma J.
Harvat Hall of the Iowa City City Hall, 410 E.
Washington Street, Iowa City, Iowa, or if said
meeting is cancelled, at the next meeting of the
City Council thereafter as posted by the City
Clerk; at which hearing the Council will consider
a Resolution Authorizing Conveyance of 917
North Dodge Street, also described as part of
Lot 33 in the Subdivision of the SEI/4 of Section
3, Township 79N, Range 6W, Iowa City, Iowa, to
an income -eligible family.
Copies of the proposed resolution are on
file for public examination in the office of the City
Clerk, City Hall, Iowa City, Iowa. Persons wishing
to make their views known for Council
consideration are encouraged to appear at the
above-mentioned time and place.
MARIAN K. KARR, CITY CLERK
RESOLUTION AUTHORIZING CONVEYANCE OF A
LOCATED AT 917 NORTH DODGE STREET.
WHEREAS, the UniverCitX Neighborhood Partnership
University of Iowa and the Cty to encourage home ow
neighborhoods surrounding th University of Iowa; and
FAMILY HOME
ram is a joint effort between the
ip and reinvestment in designated
WHEREAS, the City purchases ntal units located in esignated neighborhoods surrounding
the University of Iowa, rehabilitates em, and then sell them to income -eligible buyers; and
WHEREAS, the City purchased and habilitated a single family home located at 917 North
Dodge Street, Iowa City; and
WHEREAS, the City has received an offer R
sum of $135,000 (the amount the City paid
approximately $17,125, which are all costs it
and sell it, including abstracting and recordii
mowing and snow removal, utilities, real es
repair and rehabilitate the home; and
WHEREAS, this sale would provide affo
University of Iowa; and J
ase 917 North Dodge Street for the principal
sire the home), plus the "carrying costs" of
by the City to acquire the home, maintain it
interest on the loan to purchase the home,
es, and any costs in excess of $50,000 to
in a designated area surrounding the
WHEREAS, on June 16, 2015, the C)(y Council adopted a esolution proposing to convey its
interest in 917 North Dodge Street, Xuthorizing public noticethe proposed conveyance, and
setting the date and time for the pu is hearing; and
WHEREAS, following the public/hearing on the proposed convey nce, the City Council finds
that the conveyance is in the p lic interest.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL O THE CITY OF IOWA
CITY, IOWA, that:
1. Upon the directi6n of the City Attorney, the Mayor and the City Cle are authorized to
execute a warranty deed conveying the City's interest in 917 North D dge Street, legally
described as part of Lot 33 in the Subdivision of the SE'/ of Section 3, Township 79N,
Range 6W, Iowa City, Iowa.
2. The City Attorney is hereby authorized to deliver said warranty deed and to carry out any
actions necessary to consummate the conveyance required by law.
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Prepared by: Susan Dulek, Assistant City Attorney, 410 E. Washington St., Iowa City, IA5-*319)356-
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RESOLUTION NO.:.
RESOLUTION AUTHORIZING CONVEYANCE OF A
LOCATED AT 917 NORTH DODGE STREET.
WHEREAS, the UniverCitX Neighborhood Partnership
University of Iowa and the Cty to encourage home ow
neighborhoods surrounding th University of Iowa; and
FAMILY HOME
ram is a joint effort between the
ip and reinvestment in designated
WHEREAS, the City purchases ntal units located in esignated neighborhoods surrounding
the University of Iowa, rehabilitates em, and then sell them to income -eligible buyers; and
WHEREAS, the City purchased and habilitated a single family home located at 917 North
Dodge Street, Iowa City; and
WHEREAS, the City has received an offer R
sum of $135,000 (the amount the City paid
approximately $17,125, which are all costs it
and sell it, including abstracting and recordii
mowing and snow removal, utilities, real es
repair and rehabilitate the home; and
WHEREAS, this sale would provide affo
University of Iowa; and J
ase 917 North Dodge Street for the principal
sire the home), plus the "carrying costs" of
by the City to acquire the home, maintain it
interest on the loan to purchase the home,
es, and any costs in excess of $50,000 to
in a designated area surrounding the
WHEREAS, on June 16, 2015, the C)(y Council adopted a esolution proposing to convey its
interest in 917 North Dodge Street, Xuthorizing public noticethe proposed conveyance, and
setting the date and time for the pu is hearing; and
WHEREAS, following the public/hearing on the proposed convey nce, the City Council finds
that the conveyance is in the p lic interest.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL O THE CITY OF IOWA
CITY, IOWA, that:
1. Upon the directi6n of the City Attorney, the Mayor and the City Cle are authorized to
execute a warranty deed conveying the City's interest in 917 North D dge Street, legally
described as part of Lot 33 in the Subdivision of the SE'/ of Section 3, Township 79N,
Range 6W, Iowa City, Iowa.
2. The City Attorney is hereby authorized to deliver said warranty deed and to carry out any
actions necessary to consummate the conveyance required by law.
Resolution No.
Page 2
It was moved by
adopted, and upon roll call there were:
AYES: NAYS:
Passed and approved this
Approved by
City Attorney's Office
and seconded by
ABSENT:
day of
MAYOR
ATT ST:
CITY CLERK
the Resolution be
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NOTICE OF PUBLIC HEARING
Notice is hereby given that the City Council
of Iowa City will hold a public hearing on the 27th
day of July, 2015, at 7:00 p.m. in the Emma J.
Harvat Hall of the Iowa City City Hall, 410 E.
Washington Street, Iowa City, Iowa, or if said
meeting is cancelled, at the next meeting of the
City Council thereafter as posted by the City
Clerk; at which hearing the Council will consider
a Resolution Authorizing Conveyance of 1111
East Burlington Street, also described as Lot 13
of Subdivision of Oakes' Addition No. 1, Iowa
City, Iowa, to an income -eligible family.
Copies of the proposed resolution are on
file for public examination in the office of the City
Clerk, City Hall, Iowa City, Iowa. Persons wishing
to make their views known for Council
consideration are encouraged to appear at the
above-mentioned time and place.
MARIAN K. KARR, CITY CLERK
Prepared by: Susan Dulek, Assistant City Attorney, 410 E. Washington St., Iowa City, IA 52240 (319) 3A4A 2015
RESOLUTION NO.,
RESOLUTION AUTHORIZING CONVEYANCE OF A SINGLE FAMILY HOME
LOCATED AT 1111 EAST BORLINGTON STREET. /
WHEREAS, the UniverCity Neighbor od Partnership Progra is a joint effort between the
University of Iowa and the City to enco rage home ownership and reinvestment in designated
neighborhoods surrounding the Universit of Iowa; and
WHEREAS, the City purchases rental units ocated in desi nated neighborhoods surrounding
the University of Iowa, rehabilitates them, and en sells th to income -eligible buyers; and
WHEREAS, the City purchased and rehabilitates singje family home located at 1111 East
Burlington Street, Iowa City; and /
WHEREAS, the City has received an offer t/hosing
se 1111 East Burlington Street for the
principal sum of $199,000; and
WHEREAS, this sale would provide affordabin a designated area surrounding the
University of Iowa; and
WHEREAS, on July , 2015, the City Coted a R olution proposing to convey its
interest in 1111 East Burlington Street, autholic notic of the proposed conveyance,
and setting the date and time for the public he
WHEREAS, following the public hearing on%the proposed conveya�Ce, the City Council finds
that the conveyance is in the public interest./ \
NOW, THEREFORE, BE IT RESOLVED Y THE CITY COUNCIL O THE CITY OF IOWA
CITY, IOWA, that:
1. Upon the direction of the City A orney, the Mayor and the City Cie are authorized to
execute a warranty deed conve ing the City's interest in 1111 East Burlington Street,
legally described as Lot 13 of S division of Oakes' Addition No. 1, Iowa City, Iowa.
2. The City Attorney is hereby au horized to deliver said warranty deed and to carry out any
actions necessary to consum ate the conveyance required by law.
i
JUL 0 7 2015
NOTICE OF PUBLIC HEARING
Notice is hereby given that the City Council
of Iowa City will hold a public hearing on the 27th
day of July, 2015, at 7:00 p.m. in the Emma J.
Harvat Hall of the Iowa City City Hall, 410 E.
Washington Street, Iowa City, Iowa, or if said
meeting is cancelled, at the next meeting of the
City Council thereafter as posted by the City
Clerk; at which hearing the Council will consider
a Resolution Authorizing Conveyance of 318
South Lucas Street, also described as Lot 5 of
J.C. Watkins Survey of the North 200 feet of the
West 120 feet of Outlot 29, Iowa City, Iowa, to
an income -eligible family.
Copies of the proposed resolution are on
file for public examination in the office of the City
Clerk, City Hall, Iowa City, Iowa. Persons wishing
to make their views known for Council
consideration are encouraged to appear at the
above-mentioned time and place.
MARIAN K. KARR, CITY CLERK
Prepared by: Susan Dulek, Assistant City Attorney, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5030
RESOLUTION NO.
RESOLUTION AUTHORIZING CONVEYANCE OF A
LOCATED AT 318 SOUTH LUCAS STREET.
WHEREAS, the UniverCity NIpighborhood Partnership
University of Iowa and the CitA to encourage home ow
neighborhoods surrounding the niversity of Iowa; and
FAMILY HOME
ram is a joint effort between the
ip and reinvestment in designated
WHEREAS, the City purchases ental units located in designated neighborhoods surrounding
the University of Iowa, rehabilitatethem, and then sell them to income -eligible buyers; and
WHEREAS, the City purchased an rehabilitated a single family home located at 318 South
Lucas Street, Iowa City; and
WHEREAS, the City has received an ofder to pu
sum of $135,000; and \
WHEREAS, this sale would provide
University of Iowa; and
318 South Lucas Street for the principal
housing in a designated area surrounding the
WHEREAS, on July , 2015, the City C ncil adopted a Resolution proposing to convey its
interest in 318 South Lucas Street, author' in public notice of the proposed conveyance, and
setting the date and time for the public he ring; nd
WHEREAS, following the public hearin on the roposed conveyance, the City Council finds
that the conveyance is in the public int est.
NOW, THEREFORE, BE IT
CITY, IOWA, that:
1. Upon the direction of the
execute a warranty deed
described as Lot 5 of J
Outlot 29, Iowa City, to a.
D BY THE\CITY COUNCIL OF THE CITY OF IOWA
amity Attorney, the M yor and the City Clerk are authorized to
onveying the City's iriterest in 318 South Lucas Street, legally
Watkins Survey of th North 200 feet of the West 120 feet of
2. The City Attorney is/hereby authorized to deliver s�d warranty deed and to carry out any
actions necessaryconsummate the conveyance quired by law.
JUL 0 7 2015
N
Publish 7/14
NOTICE OF PUBLIC HEARING OF THE IOWA CITY CITY COUNCIL ON THE MATTER
OF THE PROPOSAL TO ENTER INTO A DEVELOPMENT AGREEMENT, WHICH
INCLUDES THE CONVEYANCE OF LAND, WITH CASL HOLDINGS, L.L.C., AND THE
HEARING THEREON
PUBLIC NOTICE is hereby given that the Iowa City City Council will hold a public
hearing on July 27, 2015, at 7:00 p.m. in Emma Harvat Hall, at City Hall, 410 E. Washington
Street, Iowa City, Iowa, or, if said meeting is cancelled, at the next meeting of the City Council
thereafter as posted by the City Clerk, at which meeting the Council proposes to take action on
the proposal to enter into a Development Agreement (the "Agreement") with CASL Holdings,
L.L.C. (the "Developer").
The Agreement would obligate the Developer to invest $74,000,000 in development costs
toward the construction of certain Minimum Improvements as defined in the Agreement on
certain real property located within the City -University Urban Renewal Area as defined and
legally described in the Development Agreement. Said land is currently owned by the City of
Iowa City and would be conveyed to CASL Holdings, L.L.C. pursuant to said Development
Agreement. The project is expected to consist of the construction of two mixed-use buildings
with Class A office space, retail and residential units, together with related site improvements;
make a contribution to the City for affordable housing in the amount of $1 million; and dedicate
10% of the residential units to affordable housing, all designed and constructed to LEED Gold
standards, and a hotel constructed to at least LEED Silver standards, as detailed in the proposed
Development Agreement. In exchange for construction of the Minimum Improvements, the City
proposes to convey land to the Developer for the fair market value of $5,500,000.
A copy of the Agreement is on file for public inspection during regular business hours in
the office of the City Clerk, City Hall, City of Iowa City, Iowa.
At the above meeting the Council shall receive oral or written comments from any
resident or property owner of said City, to the proposal to enter into the Agreement with the
Developer. After all comments have been received and considered, the Council will at this
meeting or at any adjournment thereof, take additional action on the proposal or will abandon the
proposal to authorize said Agreement.
This notice is given by order of the City Council of the City of Iowa City, Iowa, as
provided by Section 364.6 of the City Code of Iowa.
Dated this 14th day of July, 2015.
Marian K. Karr
City Clerk, City of Iowa City, Iowa
r
^`�®at CITY OF IOWA CITY 10
MEMORANDUM
Date: July 20, 2015
To: Thomas M. Markus, City Manager
From: Wendy Ford, Economic Development Coordinator
Re: Development Agreement with CASL Holdings for The RISE at Court & Linn
Introduction
The City issued a Request for Proposals (RFP) in late spring, 2014 for the redevelopment of the
City -owned property at the corner of Linn and Court Streets. Staff received six proposals in July,
2014 and an evaluation committee was convened that included two representatives from the
City Council, and staff from the City Manager's and City Attorney's Offices, Finance, Parking
and Transit, Neighborhood Development Services and a financial consultant from the National
Development Council. The committee reviewed each proposal and presented the City Council
an overview of each.
At their meeting on November 6, 2014 the City Council confirmed four finalists and asked each
to make a presentation about their project at the November 17 work session. On Dec. 2, the
meeting following the presentations, the Council narrowed the list to their top two choices and
asked for refined proposals from each. The top two had initially offered $5 million and $4.5
million, respectively while all of the other proposals had indicated the need for TIF. The
evaluation committee met again to discuss the refined proposals and asked the proposers for
more clarification on their adherence to the Riverfront Crossings form based code and about
their approach to affordable housing. All concerns had been addressed in the refined proposals
and the offers increased to $6.5 million and $5 million. At a work session on March 23, 2015
staff presented information and a recommendation to name CA Ventures the Preferred
Developer. The City Council then directed staff to begin negotiations of a development
agreement with CA Ventures. The development agreement for City Council consideration on
July 27, 2015 reflects negotiations between the City and the CASL Holdings, LLC, the project
specific entity created by CA Ventures.
The Development Agreement contemplates the sale of City -owned land to the developer for the
purchase price of $5.5 million. Since its inception in 2004, CA Ventures has developed 2,200
residential units and more than 250 hotel rooms. They commit to constructing a project in Iowa
City totaling $74 million in construction costs as described below. The developer agrees to lease
10% of the total number of units (approximately 32) as one -bedroom units to qualified
households with incomes at or below 80% of the Area Median Income and will also make a
contribution of $1 million to the City affordable housing fund. The Developer agrees to purchase
the land in its current condition and be responsible for demolition of structures on the site, and
the City agrees to split the demolition costs 50/50 with the developer. There are several
conditions the developer must meet before closing including agreement between the Project
Architect and the Staff Design Review Committee on the exterior design of the building, proof
that the developer has secured construction financing commitments to complete the building,
approval by the City Council of the height bonuses available under the Riverfront Crossings
form -based zoning code and approval from the FAA for the project (see Section 6 of the
Development Agreement for all contingencies). Construction of the building will begin no later
than November 1, 2015 and will be completed on or before August 31, 2018.
July 20, 2015
Page 2
Project Description
The $74 million CA Ventures
project will be known as The
RISE at Riverfront Crossings. It
is comprised of two towers built
on a parking garage pedestal
with space for 326 cars that will
access the parking off the alley
and be lined with residential
units on the east and retail and
office on the north. The west
and south sides of the parking
garage take advantage of the
steeply sloped site and will be
below grade.
The south tower will be 15
stories tall and include
approximately 320 residential units designed primarily for the student housing market. The mix
of units will be approximately 127 one -bedroom (40% of the total), 149 two-bedroom (47%) and
44 three-bedroom (14%) units. Approximately 32 one -bedroom apartments (10% of all units) will
be leased at affordable housing rates to income eligible households making 80% of the Area
Median Income or less. Unit numbers, square footages, and the unit mix may vary by 5%
without City approval and 10% with City approval. Amenities for the resident population include
a fitness center, a landscaped courtyard, a Club room, private and group study lounges, a
rooftop pool, sun deck, coffee bar and Wi-Fi.
The north tower will be 14 stories of a mix of uses including a hotel, hotel restaurant and bar,
retail/restaurant and office space. The retail/restaurant space is planned to be a "fast casual'
restaurant serving the hotel, office and resident populations. The hotel will have its own
restaurant and bar and be located near the hotel lobby with views to the landscaped courtyard.
A large common area on the first floor will provide access to all first floor activities including the
hotel, restaurant/bar, and retail space. The first floor common area will also provide elevator
access to the office floors above. The office space will comprise approximately 25,000 square
feet on three levels nearest the corner of Court and Linn Streets. Floors 5-14 are hotel floors,
with the 14`h floor dedicated to hotel amenities for guests that include an indoor rooftop social
space and outdoor terrace and swimming pool. The hotel will not have associated meeting or
convention space. As reflected in Section 404 of the Agreement if the Developer is unable to
secure tenants for the office space within 14 months after the transfer of the property, the
Developer may convert any space that is not subject to a lease to another use or uses as
approved by the City.
The slope and size of the site lends itself to allowing for separate access points for various uses
which will help identify and separate the residential and commercial uses. Architecturally, the
residential wrap around the parking garage on the south tower complements the retail and office
floors on the first two levels of the north tower. A landscaped courtyard between the two towers
will visually tie the two buildings together, optimize available sunlight with its east -west
placement, maximize the number of windows, and provide highly desired green space in an
urban setting.
The residential tower will be designed and constructed to LEED Gold standards or higher. The
hotel component will be designed and constructed to at least LEED Silver standards, with the
aspiration to achieve LEED Gold standards. The developer's registered and LEED-accredited
July 20, 2015
Page 3
architect must certify the point calculation for the project and ensure that the project is
constructed in accordance with the required LEED standard. This certification shall be subject to
the City's approval prior to issuance of an occupancy permit. A list of the point calculation based
on actual on-site achievements will be submitted for City review. LEED certification by the
USGBC (U.S. Green Building Council) shall not be required.
Project goals, objectives and alignment with strategic planning priorities
The RFP stated that selection of a proposed project would be based on the ability of the project
to meet a set of goals and objectives. General community objectives included increasing the
taxable valuation of property, achieving high quality architectural and site design, redeveloping
of vacant/blighted property, achieving energy-efficient development with sustainability features,
and creating high quality employment opportunities.
The project -specific goals stated in RFP include the following:
• An urban building generally consistent with the goals of the Downtown & Riverfront
Crossings Master Plan, which emphasizes an urban, walkable neighborhood and high
quality architectural and site design.
• A variety of uses including hotel, residential, office and/or retail.
• An active first floor frontage with a depth of at least 30 feet is required.
• An energy efficient building with notable sustainability features such as geothermal
heating/cooling, use of solar (passive and/or photovoltaic), and/or other innovative
features.
• A minimum of 20,000 sq. ft. of office space oriented toward applied research, business
accelerator/incubation type uses.
• If residential uses are proposed, units oriented to permanent residents are encouraged.
Units which are designed and marketed to households desiring high quality/high amenity
urban buildings are encouraged.
• If residential uses are proposed, a mix of units affordable to `workforce housing'
households (affordable to households earning between 80% and 120% of Area Median
Income) is encouraged. If workforce housing units are proposed, the City will require a
negotiated percentage of the units be sold or rented to households earning between
80% and 120% of AMI at the time of sale or rental.
• If residential uses are proposed, the City encourages that a percentage of residential
units be affordable to households earning less than 80% of AMI. It is anticipated that
these `affordable' housing units would be rental.
In addition to meeting most of the goals stated in the RFP, the project also aligns well with the
City Council's Strategic Planning Priorities as shown below. The City Council has placed an
emphasis on making Iowa City more inclusive and sustainable and intends for these to be
overarching goals that filter through all activities and initiatives.
1. Healthy Neighborhoods
The RISE and its 557 beds will help provide relief to University impacted neighborhoods
at time when the University of Iowa is expecting enrollment to increase at a rate of
approximately 500 students per year for several years.
2. A strong urban core
The RISE is a large urban building that will increase downtown density by providing
housing for more than 500 people in one tower and commercial activity in another. The
urban design will enhance the Riverfront Crossings District with the vibrancy of a mixed
use building which is aesthetically pleasing and efficient. The vibrancy, amenities, and
walkability will be attractive to its residents, office workers and visitors to the hotel.
July 20, 2015
Page 4
3. Strategic Economic Development Activities
New opportunities for high quality, high density residential living in the downtown area
within walking distance of jobs, retail services, and recreational and cultural amenities
will create new opportunities for people to live close to where they work and rely less on
automobiles.
4. A Solid Financial Foundation
The RISE brings an immediate return on investment because the developers will pay
$5.5 million for the land, $1 million to an Affordable Housing fund and because the
building will have a taxable valuation that will generate approximately $1.9 million in
property taxes per year.
Recommendation
The value of this project can be measured in many ways.
• First and foremost, it will add approximately $74 million of new tax base which will
generate upwards of $1.9 million per year for the City, the School District and the County
• The City will receive $5.5 million for the property; the $5.5 million is obligated to the
Parking Fund because the property was initially purchased with Parking Funds, a
Federal Transportation Authority requirement
• A $1 million payment will go to the City's affordable housing fund
• New, high quality housing will be added to the market and help to relieve pressure on
University impacted neighborhoods.
• Approximately thirty two new, high quality one -bedroom apartments will be leased at
affordable housing rates to income qualified households.
• A 152 room hotel will draw more visitors and their spending power downtown and
generate in excess of $250,000 per year in hotel motel taxes.
• City incentives were not required to bring this project to fruition
It is for these reasons staff recommends approval of the Development Agreement with CASL
Holdings, LLC.
The RISE at Riverfront Crossings
I
The RISE at Riverfront Crossings
13
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Strategic Planning Priorities
• Inclusivity and Sustainability
— Healthy Neighborhoods
— A strong urban core
— Strategic Economic Development activities
— Solid financial foundation
13
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FILED
JUN 16 2015
City Clerk
Iowa city, 10i
AGREEMENT
FOR /
DRAFT Tuesday, June 16, 2015
fT
A,
EXHIBITS TO AGREEMENT
Exhibit A
Map of Urban Renewal Area
Exhibit B
Legal Description of Urban Renewal Area
Exhibit C
Legal Description of Redevelopment Property
Exhibit D
Minimum Improvements and Uses
Exhibit D-1
Proje Designs and Plans
Exhibit E
Minim Assessment Agreement
Exhibit F
Warrantyed
Exhibit G
Certificate o Completion
Exhibit H
RESERVED
Exhibit I
RESERVED
Exhibit J
Memorandumof eement for Private Redevelopment
gr
Exhibit K
Opinion of Coins
DRAFT Tuesday, June 16, 2015 2
FI LE
JUN 16 2015
City//�--i e rk,
low'r3..City' 10ra
INTRODUCTION
F I ,
JUN 16 2015
Cts c /
THIS AGREEMENT FOR PRIVATE REDEVELOPMENT is by'and-t
of Iowa City, Iowa ("City"), a municipality, established pursuant to the Code of ]
of Iowa and acting under the authorization of Iowa Code Chapter 15A and
amended, ("Urban Renewal Act") and CASL Holdings, LLC. ("Redeveloper"),
company organized under the laws of the State of Delaware with a Certific e
transact business in the State of- Iowa, and having a registered ffii
r ° e qty
the Sta
(201 , as
e ability
thority to
Iowa at
and a prim office for the transaction of busi ss at 61 N. Clark St.
Suite 4900, Chicago, Illinois 60601. his agreement outlines the to and onditions, and the
relative rights and responsibilities of City and the Redeveloper for the edevelopment of the
property in Iowa City generally located n the half block bounded, by C rt Street on the North,
Linn Street on the East, Harrison Street vacated) on the South,and North/South alley on the
West in Iowa City, Iowa, legally describe in Exhibit D hereto; an an renewal parcel.
WITNESSETH:
WHEREAS, in furtherance of the
undertaken a program for the clearance and
City and has undertaken an economic devel,
-of e Urban Renewal Act, the City has
;ti or rehabilitation of certain areas in the
in the City; and
WHEREAS, on October 2, 19AArea");
City City Council adopted Resolution No.
2157 approving the City -University PrRenewal Plan (Project No. IA R-14), which
plan has been modified and amended time (said plan, as amended, is hereinafter
referred to as the "Urban Renewal Plan; and
WHEREAS, the Plan was adoban renewal area shown on Exhibit A and
legally described on Exhibit B ("Projec
WHEREAS, a copy of the/Urban Ren
Agreement has been recorded am g the land rf
County, Iowa; and
WHEREAS, such. Ur an Renewal Plan
opportunities as and when y may appear•, and
Plan as constituted on the date of this
in the office of the Recorder of Johnson
the City to respond to development
WHEREAS, the Redeveloper responded to th City's request for proposals for
development of the Pr ect Area with a proposal for a mix residential, commercial and hotel
uses to be tentatively own as The Rise at Riverfront Cross' s (hereinafter, "the Project"); and
WHEREAthe City has determined the Project, as further described in Exhibit C
"Minimum Imp
1-lmentseand Uses", on property legally scribed on Exhibit D hereto
(hereinafter "thProperty" or the "Redevelopment Property"), is onsistent with and authorized
by the Urb R newal Plan and all applicable State and federal law , including but not limited to
Iowa Code Chapters 15A and 403; and
DRAFT Tuesday, June 16, 2015
FIL P�
JUN I F '^•i
WHEREAS, the Redeveloper is willing to develop or cause the Property to be d&eloped
for and in accordance with the uses specified in the Urban Renewal Plan and in accor' ance with
this Agreement by constructing the Project and incorporating the uses out!' ed in this
Agreement.
NOW, THEREFORE, in consideration the promises and the mutual 61igations of the
parties hereto, each of them does hereby coven,+t and agree with the other asfollows:
P
Section 1. Construction and Uses.
(a) Minimum Improvements. The
Property will consist of a mixed-use structure
and incorporated herein by reference ("Min
commits to a project that includes an approxin
(b) Affordable Housing. Developer
one -bedroom units at rates equal to or less
annually by HUD for households under 80%
applications for these units shall include the a
and Developer shall verify that the units are
than 80% of median family income as Calc
definition for that household (24 CFR 5.609). i
tenants as described above for an average of 1
HUD -established Area Median Income is 44,5
person household and the HOME Fair arket
HOME Fair Market Rent is adjusted HUD
reduced rent unit, the rent need not be changed
HUD adjusts the fa/csrelating
t re s lower th
Developer is not requec ase the rent be
units need not be "fiher, can be "flo
11 months of every yare income -eligible
The Developer shallannually to the Ci
minimum, includes srelating to the hou
income, lease dates s. Income docume
assisted households.ordable units shall
However, income a Bible tenants may opt to li
reserved for "quie !housing". "Quiet housing" i
(such as a floor) }here the residents agree to be r
leveloper's consyfiction on the Redevelopment
cribed more fu)ry on Exhibit D attached hereto
in Improve nts"). The Redeveloper hereby
total of $70, 00,000 in construction costs.
agrees rent 10% of the residential units as
than th HOME Fair Market Rent established
area edian income as defined below. Rental
pli nt's household income and household size
c pied by households with incomes at or less
ated under the HUD Part 5 Annual Income
d units shall be leased by such income -qualified
onths per calendar year. (Currently, 80% of the
0 for a 1 -person household and $50,900 for a 2-
ent is $668 per month for a 1 bedroom). If the
ring the rental term (typically one year) for the
r the duration of the current lease. If at any time
the rents identified in this Agreement, the
ow the rents identified in this Agreement. The
ting" such that at any one time during at least
e tenants occupying 10% of the residential units.
an annual tenant housing report which, at a
s olds being assisted by unit, household size,
.it tion must be attached to the report for the
t be segregated from the remaining units.
ve , and shall get first preference for, floor(s)
s d fined as a reserved section of the building
esp tful of noise and establish quiet hours.
In ad ition to providing affordable hous' on
contribution o the City for affordable housing in the o
shall be ade at the closing of the sale of the Property
Agreeme t. The purposes for which said contribution e
City.
site, Redeveloper shall make a
unt of $1,000,000. Said contribution
rty
DRAFT Tuesday, June 16, 2015 4
as set forth in Section 3 of this
spent shall be determined solely by
Section 2. Representations and V
the following representations and warranties:
(a) The Redeveloper is a limited liability
the State of Delaware, has a Certificate of Authority
has power to enter into this Agreement and to pe
violation of -any provisions of its articles of g
agreement or the laws of the State of Iowa.
FILE
JUN 16
of Redeveloper. The Redeveloper akes
if
>mpany, duly organized and the laws of
transact business in the St a of Iowa, and
n its obligations here er, and is not in
ization, operating a ement, any other
(b) The Redeveloper has the full po er and authority to ex cute this Agreement and
this Agreement shall constitute the legal, vali and binding obuga on of the Redeveloper in
accordance with its terms, and the consent of o other party is r uired for the execution and
delivery of this Agreement by the Redevel per or the con mmation of the transaction
contemplated hereby.
(c) The making and performance ol this Agrment by the Redeveloper and the
execution and delivery of the documents to be Velivereby the Redeveloper pursuant hereto,
have been duly authorized by all necessary actiof t Redeveloper, and this Agreement and
such documents will be valid and binding oT
iga 'ons of the Redeveloper enforceable in
accordance with their terms.
(d) The Redeveloper will cause tl
operated and maintained in accordancewith
Plan, and all local, state and federal la
environmental, zoning, energy consery ion,
regulations), except for minor varianc nece
contained in any Construction Plans (a defined
(e) The Redeveloper wYl use commen
be obtained, in a timely manner, 11 required perm
timely manner, all requiremen of all applicable
which must be obtained or m before the Minimu
The Redeveloper's Architec�h will work with the i
final designs of th/Exhibit
pro .1 The Design Re,
disapprove the exesign of the buildir
Redeveloper's Archd the City's staff Desi
the exterior design uilding. If the final e
concept plan shown D-1, it shall be subj
Minimum Improvements to be constructed,
terms of this Agreement, the Urban Renewal
l regulations (including, but not limited to,
wilding code and public health laws and
Sto construct the Minimum Improvements
ection 301 hereof) approved by the City.
lly reasonable efforts to obtain, or cause to
, licenses and approvals, and will meet, in a
cal, state, and federal laws and regulations
Improvements may be lawfully constructed.
y's staff Design Review Committee on the
w Committee will ultimately approve or
This agreement is contingent on the
Review Committee reaching agreement on
�rior design substantially deviates from the
to approval by Council.
(f) T e Redeveloper will use commercial]
be obtained, p ission from the United States Fe
construct the inimum Improvements, which shall
conveyance f the property to Developer and to tl
property fr Developer and develop the property as s
The execution and delivery of this ,
contemplated hereby, and the fulfillment
DRAFT Tuesday, June 16, 2015
reasonable efforts to obtain, or cause to
;ral Aviation Administration (FAA) to
ie a condition precedent to the City's
Developer's obligation to acquire the
iforth herein.
;ement, the consummation of the
or compliance with the terms and
FILEn
conditions of this Agreement are not prevented by, limited by, in conflict wit rl res in a
breach of the terms, conditions or provisions of any contractual restriction, evidence of
indebtedness, agreement or instrument of whatever nature to which the Redev61bpe is now a
party or by which it is bound, nor do they constitute a default under any of tha4egoig. ,
(h) The Redeveloper will spent
Improvements, when combined with the value
equal or exceed the Assessor's Minimum Ac
The Redeveloper estimates that the Assessor'
this Agreement is a reasonable estimate of the
(i) The Redeveloper shall proce
financing commitments, which commitments
successfully complete the Minimum Improver
of all financing commitments necessary for the
be a condition to closing on the sale of the Prol
� enough in construction of a Minimum
of the Property and related site ' provements, to
d Value set forth in Section 7 If this Agreement.
Minimum Actual Value set orth in Section 7 of
ctual value for ad valorem ax purposes.
0) The Redeveloper will cooperate fi
parking, trash removal, public safety or any other
the construction and operation of the Minimum v
written construction management plan to the Di
Redeveloper will coordinate staging for construc
Public Works Director. In the event closure of Cil
easements or licenses on City property are
construction, the Redeveloper shall obtain suc
reasonably cooperate with the Redeveloper to ro`
Section 3.
a. Purchase Price.
with due""
to obtain construction
11 be sufficient t enable the Redeveloper to
S as contempla d in this Agreement. Receipt
istruction of Minimum Improvements shall
from City Redeveloper.
with^e City in resolution of any traffic,
ble s which may arise in connection with
)v ments. The Redeveloper shall submit a
of Public Works for his approval. The
of the Minimum Improvements with the
reets, crane over -swing easements, or other
essary or commercially reasonable for
.rty rights from the City and the City shall
the same.
Subject to the terms, covenants, and conditions o this Redevelopment Agreement, the
City will sell the Property described' on Exhibit C hereto Redeveloper for, and the
Redeveloper will purchase from the City and pay therefor a amount of $5,500,000 ("Purchase
Price") together with all City's .right, title and interest in all buildings and improvements, if any,
located on the described real estate, and under any easemen and servitudes for the benefit of
Redeveloper, free and clear of all liens, encumbrances, rese ations, exceptions and
modifications, except for the "permitted exceptions", as defi d below. Thereafter, Redeveloper
agrees to complete the Minimum Improvements and receive a certificate of completion from
City as set forth in Section 306 of this Agreement on or before August 31, 2018, or as extended
pursuant to the terms Yereof. The Redeveloper shall cause the ity to be a dual obligee on any
payment and perfo 'ante bond provided to any lender of Rede eloper solely for completion of
the Minimum Imp vements. If no such payment and performan a bond is required by
Redeveloper's le der or otherwise obtained by Redeveloper , an if Redeveloper fails to
complete the co struction of the Minimum Improvements and rec ive a certificate of completion
therefore in a ordance with the requirements of this section, then ity, its heirs and assigns,
shall, follow' g Redeveloper's failure to cure such failure to constrµct the Minimum
DRAFT Tuesday, June 16, 2015
r%
Ali
Improvements and receive a certificate of completion within 180days after A*eh thereof,
have the right to re-enter the premises at its option and, upon exercise of su t ,all right,
title and interest of grantee in the above-described premises shall cease i ediately to
City, its heirs and assigns. If the City is an obligee under a payment and perff rm ii s d, the
right of reversion shall not apply. '
The Property shall be conveyed with ood, clear, merchantable title, subject to the
following "permitted exceptions": /
1. Zoning and building laws and ordi ances;
2. Covenants, restrictions, reserva ons and easements of record approved by
Redeveloper; and r'
3. Restrictions imposed by this Agree ent. 1
Said Purchase Price shall be payable a
the signing of this Agreement with the balance
of possession.
b. Form of Deed/Right of Reversion.
follows:.
(the "Earnest Money") upon
payable iprfull at the time of closing and transfer
The City shall convey to the Redevel
("Deed") subject to a right of reversion in Cit
event construction of the Minimum Improve er.
pursuant to Section 306 of this Agreement oes
form attached hereto as Exhibit F. Suc con-,
conditions, covenants and restrictions t forth
subject to all conditions, covenants and/estrictior
r title to the Property by Warranty Deed
-ly as set forth in Section 3(a) hereof in the
and recording of a certificate of completion
occur on or before August 31, 2018, in the
nce and title shall be, in addition to all
r referred to elsewhere in this Agreement,
forth m the Urban Renewal Plan.
The parties agree that said riot of reversion a set forth in Section 3(a) hereof City is for
the purpose of providing securit for the perform ce of the Redeveloper's obligations to
construct the Minimum Improve ents and that said ri t of reversion shall be extinguished upon
the recording of a Certificate of ompletion pursuant t Section 306 of this Agreement.
c. Recordation of D!$d.
The Redeveloper s all promptly file the Deed fo recordation among the land records in
the office of the Johnso County, Iowa Recorder. The edeveloper shall pay all costs for so
recording the Deed and, emorandum of this Agreement s shown in Exhibit J attached hereto.
d. Abstract of Title.
The City, At its expense, shall provide an Ab.
continued throug$ the date of this Agreement, for exar
shall deliver sai4 Abstract to Redeveloper within 30 calej
after which t1je Redeveloper shall have 30 calendar
preliminary title opinion. The Abstract shall become the
of delivery of the Deed for the parcel, and such Abstract
DRAFT Tuesday, June 16, 2015
of Title on the subject property
;ion by the Redeveloper. The City
days of the date of this Agreement,
s to examine same and issue a
rty of the Redeveloper at the time
1 show good and merchantable title
"N1161015
in the City in conformity with this Agreement, Iowa law and the title standardfth
ai8�te
Bar Association, and shall show title free and clear of all taxes, encumbcovenants, reservations and restrictions, except as otherwise agreed to herehall be
subject to approval of Redeveloper after examination of the abstract of title of the
specific terms of any easements and restrictions, including, but not limited toances,
existing easements, restrictions or reservations, including, but not limited to those established by
the Urban Renewal Plan. After examinatiorybe
he Abstract, the Abstra shall be held by the
City until delivery of the Deed to the Rede-velr for the subject parce Redeveloper, at its sole
cost and expense, may obtain an owner's andender's title insuranc policy, and the City shall
reasonably cooperate with Redeveloper as m necessary to obtai such title in policy.
e. Condition of the property. R de
improvements thereon in their present condit on
regarding the condition of the property or . ro
currently existing on the premises shall be th r
reimburse Redeveloper for fifty percent (5 0
Redeveloper, at its expense, shall have the n t
inventories of the Property as it deems reason 1
grants the Redeveloper, its officers, agents, e p
enter upon the Property at reasonable times up
time after the date of this Agreement for the p
inventories of the Property and to determine i
electrical, or environmental hazards, includin
waste. Redeveloper may notify City in writi
deemed a waiver of Redeveloper's inspec o
harmless City from and against any an all
connection with any activities of Redev oper,
the Property prior to the Closing Date, cludin
costs occasioned by such claims. In event o
hazardous condition discovered as a esult of in
of the following options: (a) curi the hazard
giving Redeveloper a credit for cost of curing
If, prior to the Closing Date, C' y does not pro
manner mutually agreeable to the Redeveloper
agreement null and void.
veloper is pure asing the Real Estate and
with no warr ies or representations from City
vements the on. Any demolition of structures
esponsibili of Redeveloper, but the City shall
/o) of the cost thereof. Prior to Closing, the
to Gond ct such investigations, inspections and
e or n essary prior to closing. The City hereby
loye and independent contractors, the right to
n re onable notice, oral or written, from time to
o s of investigating, inspecting and performing
ere are any structural, mechanical, plumbing,
hazardous materials, substances, conditions, or
of any such hazards. Failure to do so shall be
rights. Redeveloper shall indemnify and hold
xpenses, claims, or losses arising from or in
s officers, agents, employees, or contractors on
without limitation, any attorney's fees or court
any claim or demand by Redeveloper to cure a
ections, City shall declare and commence one
s condition, (b) amending this agreement by
he deficiency, or (c) canceling this agreement.
tly cure all such hazardous deficiencies in a
d City, then Redeveloper may declare this
f. Insurance. City sliall maintain and keep inn force and effect all existing property and
liability insurance until t Closing Date and delive ' of possession.
g. Taxes. As ty owned property the prop y is exempt from real estate taxes, and
therefore, no tax prora on at closing is necessary.
h. TimI
Place for Closingand Delive
closing set fortection 6 have been satisfied, the
of the DevelopProperty to the Redeveloper on or
date as the phereto may mutually agree in
however, that in the event the conditions precedent to
DRAFT Tuesday, June 16, 2015
)eed. If the conditions precedent to
shall deliver the Deed and possession
gyre October 1, 2015, or on such other
V
(the "Closing Date"); provided,
have not been satisfied, either the
FIL E;�
City or Redeveloper may terminate this Agreement or waive or extend the time for &W t'
of such conditions precedent. Conveyance of the Deed shall be made at the principal orlil
e to
of
City on the Closing Date and the Redeveloper shall accept such conveyance and lie City
at such time and place the Purchase Price in immediately available funds. ,� ' �; .
Section 4. Time for Certain Actions.
a. Progress Reports and Time for Submission of Constructioleplans. Redeveloper will
keep the City informed regarding the status of the project by r ponding to inquiries from
representatives of the City and furnishing progress reports as re nably requested, but not less
than quarterly d 'ng construction. Redeveloper agrees t provide to the City design
development drawing showing preliminary floor plans, el e ations and related information no
later than 60 calendar da after the date of this Agreement o formal response will be required
from the City to these desi development drawings. Th City, however, will alert Redeveloper
of any known code violatio or other design issues at would impact the acceptance of the
Construction Plans. The time:'thin which the Rede eloper shall submit its initial Construction
Plans to the City in any event, p suant to Article hereof, shall be as follows: 1) 90 calendar
days from the date of this Agreem nt for site pr aration and foundation work; 2) 120 calendar
days from the date of this Agreeme t for the s cture and shell; and 3)180 calendar days from
the date of this Agreement for the fin full b ' ding permit drawings. Within 30 calendar days of
each phased submittal, the City shall vie and approve or reject and make recommendations
for corrections to said Construction PI s� The City's failure to so respond within 30 calendar
days shall be deemed the City's approv of said construction plans unless the Redeveloper has
consented to an extension in writing, fav 'ch consent shall not be unreasonably withheld. The
City's review of said Construction /Plan shall be based on the Urban Renewal Plan, all
applicable codes and any additi r al requ ements imposed on the Redeveloper under this
Agreement.
b. Time for Submission of Correct d Construction Plans. Except as provided in
Paragraph (c) of this Section; the time withinch the Redeveloper shall submit any new or
corrected Construction Plans as provided for in ection 301 shall be not later than thirty (30)
calendar days after the date the Redeveloper recei es written notice from the City of the City's
rejection and recommendations for corrections to th Construction Plans referred to in the latest
such notice.
c. iviaxnnum i ime for Lvpprovea uonsu-tiction in
shall use commercially reasonable efforts to submit n
reasonably believees conform to the requirements of Secti
approval by the City not later than sixty (60) calendar c
receives written notice from the City of the City's first
corrections to:'the original Construction Plans submitted to it
d. ,.Time for
ns. In any event, the Redeveloper
truction Plans which Redeveloper
301 hereof and are appropriate for
ys after the date the Redeveloper
ection and recommendations for
the Redeveloper.
City may, eject any change in the Construction Plans, as provided is
thirty (30) calendar days after the date of the City's receipt of notice
Tuesday, June 16, 2015 9
The time within which the
Section 301 hereof, shall be
Ouch change.
JUN d; X415
e. Time for Submission of Evidence of Financing Ability. As conditions to the osing
of the sale of the Redevelopment Property pursuant to Section 2(i) of this Agree tPAKe
Redeveloper shall submit to the City evidence satisfactory to the City that the Redev o A4s
the financial ability and commitments for construction and mortgage financing ecessary for
construction of the Minimum Improvements.
Section 5. Time for Commencement and Cmmnletinn of Mini
The construction of the Project and Minimum Improveme s shall commence no later
than November 1, .2015, and shall be completed on or beforeA st 31, 2018 or as extended
pursuant to Section)g5 hereof.
Section 6.
The City's obligation t convey title and posse Sion of the Property to the Redeveloper
on the Closing Date, and Redeve er's obligation to ay the purchase price and accept title and
possession of the Property on the osing Date sh 1 be subject to satisfaction of the following
conditions precedent:
(a) The Redeveloper and the
and provisions of this Agr
(b) The Redeveloper shall have
the City of the acquisition o,
(c) Execution of the Mini pw'
Agreement and Consenf of
be in material compliance with all of the terms
the City with evidence in a form satisfactory to
nce and payment bonds for the Project;
(d) Receipt of an opinion or opinions of coin
of the opinions set forth in the form attach
(e) Agreement of the Redeveloper's Archil
Committee on'.."the exterior design of the
Agreement;
Agreement, pursuant to Section 7 of this
luired therein;
;1 to Redeveloper including the substance
hereto as Exhibit K;
and the City's staff Design Review
(ding pursuant to Section 2(e) of this
(f) Execution .and recording of the Memorandum Agreement in the form attached
hereto as Exhibit J.
(g) Proof satisfactory to City that Redeveloper has tained construction financing
commitments sufficient to enable the Redeveloper o successfully complete the
MiniXnum Improvements as contemplated in this Agre ent.
(h) proval by the City Council of the height bonuses avable under the Riverfront
rossings form -based zoning code that are necessary t complete the minimum
(i) FAA approval of the minimum improvements.
DRAFT Tuesday, June 16, 2015 10
Vacation of that portion of the Harrison Street Right of Way included in the ert
�) P g Y � ��Y
to be conveyed 1
If either party terminates this Agreement as a result of the failure of any condi ' n+ecent to
the closing obligations set forth in this Agreement, the Earnest Money shal a refunded-ta't w ,
Redeveloper.
Section 7. Mini Assessment Agreement.
Redeveloper agrees o enter into a Minimum Asse ment Agreement in a form in
substantial compliance with hibit E attached hereto, in o er to establish a Minimum Actual
Value for the land and Minim Improvements for this Pr sect.
The Redeveloper ackno edges and agrees at it will pay when due all taxes and
assessments, general or special, d all other ch es whatsoever levied upon or assessed or
placed against the Property and M' um Improv ents thereon and further agrees with respect
to all the Property, that:
(a) it will not seek admin tray a or judicial review of the applicability of any tax
statute determined by any official to bApplicable to the Property or the Redeveloper, or the
owners of condominium units sold, o ise the inapplicability of any such tax statute as a
defense in any proceedings, including elin uent tax proceedings; that
(b) it will not seek a instrati or judicial review of the constitutionality of any
tax statute determined by any o cial to be ap li( able to the Property or the Redeveloper or the
owners of condominium units old, or raise thunconstitutionality of any such tax statute as a
defense in any proceedings, i cluding delinquent ax proceedings; and
(c) it will not�ause a reduction in the axable valuation upon which real property
taxes are paid with resect to the Project, which konsists of a multi -use structure generally
consistent with the,Migimum Improvements and Uses hown on Exhibit D, below the amount of
$40,000,000 after taking into consideration any factors uch as "roll -backs" which would reduce
the taxable value ofAhe Property as of January 1, 2019 (" inmum Actual Value") through:
(i)/ willful destruction of the Property,
%(ii) a request to the City Assessor of Iowa
Value of the Property;
(iii) an appeal to the Board of Review of the
Review of Johnson County to reduce the Minimum)
part thereof;
Iowa to reduce the Minimum
of Iowa City or to the Board
I Value of the Property;
(iv) a petition to the Board of Review of the State of Iowa or to the Director of
Revenue and Finance of the State of Iowa to reduce the Minimum Actual Value of the
Property below the amount noted above;
DRAFT Tuesday, June 16, 2015 11
.��
(v) an action in any District Court of the State of Iowa seekinga re u
U
E 1)
the Minimum Actual Value of the Property below the amount noted above; JUN 16 2015
(vi) an application to the Director of Revenue and Finance ofthe St�t.o p�}va
,_ r
requesting an abatement of real property taxes pursuant to any present or f&dWe te� pr
ordinance; or
i .� d
(vii) any other proceedings, whether administrative, legal or uitable, with any
administrative body within the City of Iowa City, Johnson County, the State of Iowa or
within any court�if the State of Iowa or the federal government.
(d) it shall not, rior to December 31, 2022, cause or luntarily permit the Property
to become other than taxabl property; to be taxable at an amo less than the Minimum Actual
Value noted above; to be o ed by a utility or any other epi it
of a type where the assessed
value of taxable property of st h entity is not treated as Located within the Project Area in its
entirety; to be owned by any en*, having tax exempt status; or apply for a deferral of property
tax on the Property pursuant to an present or future statute or ordinance.
(e) it is bound by the hpf
Exhibit E, fixing the Minimum Actual �
City as set forth herein and said Minim
and be binding upon the Redeveloper's
the City a title opinion showing all lig
Minimum Assessment Agreement.
licable Minimum Assessment Agreement attached as
alue of the Property as approved by the Assessor and the
um Assessment Agreement shall inure to the benefit of
tcessors in interest. The Redeveloper shall provide to
lders, and all such lienholders shall consent to the e
The Redeveloper contemplates that tl
agrees that at the time of the execution of the ,
Property (Condominiums) of the Code of Iowa,
by the Redeveloper, the City and the City Asse
Value to each unit.
Project will consist of condominium units and
eclaration required by Chapter 499B Horizontal
attachment to the declaration will be executed
s r allocating a portion of the Minimum Actual
On December 31, 2022, the Minimum A tual Values herein established and the
restrictions of this Section 7 shall be of no further forA and effect and shall no longer encumber
the Property, and the Minimum Assessment Agreement hall terminate.
The Minimum Assessment Agreement shall be c i
provided in Iowa Code Section 403.6(19) and shall be i
Johnson County Recorder, and such filing shall con
encumbrancer,.or purchaser of the Property (or part thereof
and such Wm—mum Assessment Agreement shall be bine
against an)" such subsequent purchaser or encumbrancer,
ection 8. Notices and Demands
DRAFT Tuesday, June 16, 2015 12
✓d by the Assessor for the City as
d for record in the office of the
itute notice to any subsequent
whether voluntary or involuntary,
and enforceable in 'its entirety
a luding the holder of any First
r9
01
A notice, demand or other communication under this Agreement by either patty e [- :-7-
other shall be sufficiently given p iven or delivered if it is dispatched by registered or certified mail,
postage prepaid, return receipt requested, or delivered personally, and JUN 16 Z015
(a) In the case of the Redeveloper, is addressed to or deli vered' pej� �na�i crF
the Redeveloper at 161 N. Clark St., suite 4900, Chicago, IL 60601 Attn: Tho1a loewd
Scott with a copy to Polsinelli PC, 161 N. Clark St., Suite 4200, Chicago, IL 6060 Attn:
Eric G. Greenfield & Patrick J. Elder; and
(b) In the case of the City, is addressed to or deliveredperson y to the City
Manager at City Hall, 410 E. Washington St, Iowa City, Iowa, 52240, or
at such other ad ess with respect to either party as tha/pmay from time to
time designate in writg d forward to the other as provided intion.
Section 9.
The Agreement may be execXited in multiple
one and the same instrument. \
PART
ARTICLE II. RIGIVS OF
each of which shall constitute
TO PROPERTY
Section 201. Ri t of Entry forvAii g. The City reserves for itself, and any
public utility company, as may be appropria a right to enter upon the Property at all
reasonable times upon reasonable notice for t purpose of reconstructing, maintaining,
repairing, or servicing the following public til ies located within the Property boundary lines: a.
storm sewer; b. water; and c. electricity.
Section 202. Redeveloper
shall not construct any building
boundary lines of any easement
such easement or has been appro
by the Redeveloper, the City slPa
withheld unreasonably. If re ca
costs of such relocation.
Section 203.
the City access to the
of this Agreement u
connection with the
payable nor shall any
Section.
other structu% or
E public utilities 1r
d by the City. If a}
use its best efforts
:)n of such utilities
r Utility Easements. The Redeveloper
improvement on, over, or within the
>s such construction is provided for in
-oval for such construction is requested
assure that such approval shall not be
reasonable, Redeveloper shall pay all
Ac ass to Property. The Redevelopek shall permit the representatives of
Pr perty at all reasonable times which i deems necessary for the purposes
iciuding, but not limited to, inspection f all work being performed in
construction of the Minimum Improveme ts. No compensation shall be
charge be made in any form by any party fo the access provided for in this
'ICLE III. CONSTRUCTION PLANS; CONST CTION OF
IMPROVEMENTS; CERTIFICATE OF COMPL TION
DRAFT Tuesday, June 16, 2015 13
Section 301. Plans for Construction of Improvements. Plans and specification's wols
respect to redevelopment of the Property and the construction of certain improvementsa*"rk
to consist of the Minimum Improvements shown on Exhibit D and as outlined in Seel aft 10"
above, shall be in conformity with the Urban Renewal Plan and this Agreement, and all
applicable federal, State and local laws and regulations. As promptly as possible after the date of
this Agreement, and, in any event, no later than the time specified therefore in Paragraph a),
Section 4 of Part I hereof, the Redeveloper shall submit to the City, for approval by the Vty
Departments of Neighborhood and Development Services and Public Works, or eir
designee(s), plans, drawings, specifications, and related documents, and the posed
construction schedule in sufficient completeness and detail to show that su Minimum
Improvements and construction thereof will be in accordance with the provisi s of the Urban
Renewal Plan, this greement, and all applicable codes. Said plans, dra ' gs, specifications,
related documents, an progress schedule, together with any and all ch es therein approved in
writing by the City in ccordance with Section 302 hereof, are, cept as otherwise clearly
indicated by the context, are collectively defined as "Construct' Plans" with respect to the
Minimum Improvements be constructed. The City shall, if Construction Plans conform to
the provisions of the Urban enewal Plan, this Agreement, d all applicable codes, approve in
writing such Construction Pl s and no further filing by a Redeveloper or approval by the City
thereof shall be required exc t with respect to any terial change. The City will then, upon
appropriate showing of compli nce with the requ' ments of the previous sentence, issue the
appropriate building permit(s).
Failure by the City to ident a cod deficiency during plan review does not, however,
relieve the Redeveloper from any ob ati to comply with all applicable code provisions. Such
Construction Plans shall, inA
, deemed approved unless rejection thereof in writing by
the City, in whole or in pain detail the reasons therefore, shall be made within the
time specified in Part 1, Seet If the City so rejects the Construction Plans in whole
or in part as not being in�P�
th the Urban Renewal Plan, this Agreement, or all
applicable codes, the Redesub it new or corrected Construction Plans which are in
conformity with the Urbanan, 's Agreement, and all applicable codes within the
time specified in Paragraphn 4 her f, after written notification to the Redeveloper of
the rejection.
The provisions f this Section relating\tna
oval, rejection, and resubmission of
corrected Constructio Plans herein above providrespect to the Construction Plans shall
continue to apply u 1 the Construction Plans havpproved by the City: Provided, that in
any event the Re veloper shall submit Construs which are in conformity with the
requirements of e Urban Renewal Plan for the Pr's Agreement and all applicable codes,
as determined b the City, no later than the time serefore in Paragraph c, Section 4 of
Part I hereof. All work with respect to the Mprovements to be constructed or
provided by a Redeveloper on the Property shalon rmity with the Construction Plans
as approv by the City. The term Minimum Impts, a used in this Agreement, shall be
deemed t have reference to the Minimum Improvements as rovided and specified in the
Construc ion Plans as so approved and incorporated herein by Ex 'bit D.
DRAFT Tuesday, June 16, 2015 14
v
JUN 16 ?#IS
Approval of the Construction Plans by the City shall not relieve any obligation to comply
with the terms and provisions of this Agreement, or the provision of applicable f'edgral *1 and
local laws, ordinances and regulations, nor shall approval of the Construction PlaNw t r'Ay
be deemed to constitute a waiver of any Event of Default. Approval of Construction Plans
hereunder is solely for purposes of this Agreement, and shall not constitute approval for any
other City purpose nor subject the City to any liability for the Minimum Imgovements as
constructed.
Section 302. Changes in Construction Plans. If the Redevelop desires to make any
substantial change in the Construction Plans after their approval by e City, the Redeveloper
shall submit the proposed change to the City for its approval. the Construction Plans, as
modified by the roposed change, conform to the requireme of Section 301 hereof with
respect to such pre 'ously approved Construction Plans, th ity shall approve the proposed
change and notify the edeveloper in writing of its approv . Such change in the Construction
Plans shall, in any event, deemed approved by the Ci ess rejection thereof, in whole or in
part, by written notice thereby the City to the Rede loper, setting forth in detail the reasons
therefore, shall be made within a period specified erefore in Paragraph d, Section 4 of Part I
hereof.
Section 303. Reserved.
Section 304. Commencement Mol Completion of Construction of Minimum
Improvements. The Redeveloper agree fo itself, and shall encumber the property to bind its
successors and assigns, and every su essor ' interest to the Property, or any part thereof, and
each deed or other conveyance de by R eveloper prior to completion of the Minimum
Improvements shall contain cov nants on the art of the Redeveloper for itself and such
successors and assigns, that th edeveloper, an\rede
h successors and assigns, shall promptly
begin and diligently prosecu to completion thevelopment of the Property through the
construction of the Minim Improvements thand that such construction shall in any
event begin within the per, d specified in Sectionart I hereof and be completed within the
period specified in such rection 5. It is intended ed, and each deed or other conveyance
of the Property or any,portion thereof shall so ssl rovide, that the construction of the
Minimum Improvem�zts shall be covenants runith t e land and they shall, in any event,
and without regard to technical classification or ation, gal or otherwise, and except only
as otherwise specifcally provided in this Agreemself, be, o the fullest extent permitted by
law and equity,nding for the benefit of the cnity and e City and enforceable by the
City against th Redeveloper and its successorsssigns to of the Property or any part
thereoforan interest therein, provided that ity shall ha a the right to modify this
agreement o behalf of the community and the Ci
S tion 305. Notice of Delays. Until construction of the Mim um Improvements has
been co pleted, the Redeveloper shall give prompt notice in writing to e City of any adverse
develo ent which would materially affect or delay the completion such construction,
includ' g any delay by the City in issuing any necessary permits or ap ovals. Upon such
notif ation, and subject to agreement by the City as to matters within Redeve per's reasonable
cont 1, the completion date will be extended accordingly.
DRAFT Tuesday, June 16, 2015 15
%I
Section 306. Certificate of Completion.
FILED
JUN 161015
(a) Promptly after substantial completion of the Minimum Improvem, irk
accordance with those provisions of this Agreement relating solely to the obligatbWaD� 1 k
Redeveloper to construct the Minimum Improvements (including the dates for beginning ,ani
cva
completion thereof), the City will furnish the Redeveloper with an appropriate instrument so
certifying in the form attached hereto as Exhibit "G". Such certification by the City shall be a
conclusive determination of satisfaction and termination of the agreements and covenants in this
Agreement and in the deed with respect to the obligations of the Redeveloper, and its successors
and assigns, to construct the Minimum Improvements and the dates for ' the beginning and
completion thereof. Such certification and such determination shall not"constitute evidence of
compliance with or satis action of any obligation of the Redeveloper to any holder of a
mortgage, or any insurer Xf a mortgage, securing money loaxted to finance the Minimum
Improvements, or any part th eof. ; ,
(b) The certificationrovi
enable it to be recorded in the p pet
pertaining to the Property. If t e
accordance with the provisions of h
after written request by the Rede
indicating in adequate detail in w
Minimum Improvements in accordant
default, and what measures or acts
Redeveloper to take or perform in or
such certificate within said thirty day
may record certificate of completio
furnished by the City.
ded for in this Section 306 shall be in such form as will
office for the recordation of deeds and other instruments
City shall refus,p or fail to provide any certification in
is Section, the�City shall, within thirty (30) calendar days
toper, provio,6 the Redeveloper with a written statement
at respect the Redeveloper has failed to complete the
with a provisions of this Agreement, or is otherwise in
ill necessary, in the opinion of the City, for the
I t obtain such certification. If the City fails to provide
pe ' d or indicate the reasons for such refusal, Redeveloper
n its own behalf which shall be binding as though
ARTICLE IV. 7STRICT
Section 401. Restrict' ns on Use. '
assigns, that each deed or other convey,
Redeveloper for itself,suc successors and
and assigns, shall:
ONS UPON USE OF PROPERTY
Redeveloper agrees for itself, its successors and
shall contain covenants on the part of the
Egns, that the Redeveloper and such successors
(a) Devote/(he Property only to, and \na
ce with, the uses specified in the
Urban Renewal Plan/and the uses specified in Sart I of the Agreement, including
Exhibit D; and �
1
(b) N�►t discriminate upon the basis , creedcolor, disability, gender
identity, maritqstatus, sex, sexual orientation, ronal origin, familial status, or the
presence or a sence of dependents or public assie of income in the sale, lease, or
rental or int a use or occupancy of the Property oum Improvements erected or to be
erected the eon, or any part thereof.
Section 402. Covenants,• Binding Upon Successors in In rest• Period of Duration. It is
intended and agreed, and each deed or other conveyance shall A expressly provide, that the
DRAFT Tuesday, June 16, 2015 16
1=1LC;?
agreements and covenants provided in Section 401 hereof (the "Covenants") shall 49ok&n
running with the land until completion of the improvements, except that :the ns of
Section 7 shall continue until December 31, 2022, and the requirements of, Ste' lfil all
continue as set forth below in this Section 402 (collectively, the "Survival erio s : 1
Covenants shall, in any event, and without regard to technical classification o esignation, legal
or otherwise, and except only as otherwise specifically provided in this A eement, be binding
for the respective Survival Periods, to the fullest extent permitted by and equity, for the
benefit and in favor of, and enforceable by, the City, its success s and assigns, and any
successor in interest to the Property, or any part thereof, against the edeveloper, its successors
and assigns, and any party in possession or occupancy of the Pro rty or any part thereof. It is
further intended and agreed that the agreements and covenants rovided in Section 1(b) hereof
shall remain in effect for an initial twenty-one year perio and successive twenty-one year
periods in accordance w' Iowa Code Section 614.24 (201 , or as provided by an amendment
thereto regarding the stalite of limitations regarding a enforcement of use restrictions.
Provided, That the CovenaN shall be binding on th Redeveloper itself, each successor in
interest to the Property, and ery part thereof, an each party in possession or occupancy,
respectively, only for such perio as such successor r party shall have title to, or an interest in,
or possession or occupancy of e Property or any part thereof if not sooner expired in
accordance with the respective Sury val Periods. a terms "uses specified in the Urban Renewal
Plan" and "land use" referring to the rovision of the Urban Renewal Plan, or similar language,
in this Agreement shall include the 1 d an all building, housing, and other requirements or
restrictions of the Urban Renewal Plan ert ng to such land.
Section 403. Cily Rights To Enf ce and Modif
Y. In amplification, and not in restriction,
of the provisions of the preceding ct n, it is intended and agreed that the City and its
successors shall be deemed benefici es o the Covenants , both for and in its own right and also
for the purposes of protecting the i erests the community and other parties, public or private,
in whose favor or for whose bene it such C enants have been provided. Such Covenants shall
(and each deed shall so state) in favor of e City for the respective Survival Periods, during
which time such Covenants sh I be in force effect, without regard to whether the City has at
any time been, remains, or is n owner of any 1 d or interest therein to or in favor of which such
Covenants relate. The Ci shall have the ri t in the event of any breach of any Covenant
during the respective Su ival Periods to exerci all the rights and remedies, and to maintain
any actions or suits at lai or in equity or other pr er proceedings to enforce the curing of such
breach of Covenant, to hich it or any other benefi iaries of such Covenant may be entitled, and
shall be entitled to re over, in addition to its court sts, a reasonable attorney's fee to be fixed
by the court, and su recovery shall include court sts and attorney's fees on appeal, if any.
Further, the City all hold all right and authority o agree to or provide any amendment,
modification, wa' er, termination or release of the ovenants on behalf of itself and other
parties, public o private, which are beneficiaries thereo (other than Redeveloper, its successors
and assigns).
Sect' n 404. Office Component. Redeveloper shat use commercially reasonable efforts
for a perio of fourteen (14) months following the land clo 'ng date to obtain tenants for all of
the office pace included in the Minimum Improvements. Co ercially reasonable efforts shall
include offering the office space for rent or lease to prospectiv office tenants at market rates and
terms. In the event that Redeveloper is unable to enter into a re tal or lease agreement for all or
DRAFT Tuesday, June 16, 2015 17
any portion of the office space within said 14 month period, the Redeveloper may convla O'�.
office space which is not subject to such a lease to such other uses as may be approvdtby the-
City. The City's approval shall not be unreasonably withheld.
I,t
ARTICLE V. PROHIBITIONS AGAINST ASSIGNMENT, TRANSFEkwa ( va
Section 501. Representation as to Redevelopment. The Redeveloper r esents and
agrees that its undertakings pursuant to this Agreement are and will be used fo a purpose of
redevelopment of the Property and not for speculation in land holding. The developer further
recognizes:
(a) the impo%kgnce of the redevelopment of the Property t�the general welfare of the
community; and \ /
(b) the fact that an act or transaction involving or esulting in a significant change in
the ownership or with respect the identity of /eloper
m control of the Redeveloper or the
degree thereof, is for practical p rposes a transfeition of the Property then owned by
the Redeveloper, and that the qu lifications anf the Redeveloper are of particular
concern to the community and the ity. The Rerecognizes that it is because of such
qualifications and identity that the C is enterinAgreement with the Redeveloper.
Section 502. Prohibitic
For the foregoing reasons, the
and assigns, that:
(a) the Redeveloper has no ma
the Minimum Improvements and re ipt of
make or create, or suffer to be ma or create
or lease, or any trust or power, transfer
Agreement or the Property, any part
agreement to do any of the s e, without the
and agrees for itself, and its successors
or created, and that it will not, before completion of
Certificate of Completion pursuant to Section 306,
any total or partial sale, assignment, conveyance,
m ny other mode or form of or with respect to this
ther of or any interest therein, or any contract or
p r written approval of the City.
(b) Notwithstax ing the restrictions set rth in subparagraph (a) of this Section 502,
the Redeveloper may: / \
1. m e such transfer or assignment o%]
of obtaining financing necessary to 11
i interest to the Property, or any pa
espect to constructing the Minimum
lease space in the ordinary course of
Exhibit D;
3. sell commercial and residential con(
subject to the terms of the Minimum
DRAFT Tuesday, June 16, 2015 18
by way of security only for the purpose
able the Redeveloper or and successor
thereof, to perform its obligations with
4provements under this Agreement;
for the purposes set forth in
units in the Project at any time
% Agreement;
4. transfer this Agreement to an affiliate of Redeveloper tha alLe
Redeveloper's obligations hereunder; and
JUPJ 16 2015
5. allow transfers of direct or indirect interests in Redeveloper.
City c'erf !
(c) The City shall be entitled to require, except for such transfers, asosig gi4tslo,
leases, conveyances or sales provided for in subsection (b) of Section 502, a conditions to any
such approval for a transfer prior to completion of the Minimum Improvemei�its and receipt of a
Certificate of Completion pursuant to Section 306, that:
f,
1. y proposed transferee shall have the ,qualifications and financial
res nsibility, as determined by the City, rkecessary and adequate to fulfill
the o igations undertaken in this Agreement by the Redeveloper (or, in
the ev t the transfer is of or relates to part of the Property, such
obligatio that relate to such part)'
2. Any propos transferee shall,expressly assume, by instrument in writing
satisfactory to he City and 4�form recordable among the land records, for
itself, its succe ors and assigns, and expressly for the benefit of the City,
all of the obliga 'ons of. -the Redeveloper under this Agreement and agree
to be subject t app the conditions and restrictions to which the
Redeveloper is su . ct (or, in the event the transfer is of or relates to part
of the Property, sp obligations, conditions, and restrictions that relate to
such part), Provide that in the event any transferee or successor in
interest to thefPropert , or any part thereof, does not, for whatever reason,
ume or a ee to such obligations, conditions and restrictions,
expressly ass
such lack of assumpti or agreement shall not relieve or except such
transfeZO,Lr successor o such obligations, conditions, or restrictions; nor
shall i /deprive or limit t e City of any rights, remedies or controls with
resp t to the Property or a construction of the Minimum Improvements
ss and only to the a tent otherwise specifically provided in this
Jer(fallest
ement or agreed to in\ne
by the City. It being the intent that, to
extent permittedand equity and excepting only in the
manner and to the exteifically provided otherwise in this
Agreement, no transfer of oof ownership in the Property, any part
thereof, or any interest theever consummated or occurring, and
whether voluntary or involhall operate, legally or practically, to
deprive or limit the City th respect to any rights, remedies or
controls provided in or resum this Agreement that the City would
have had, had there been nosfer or change;
There shall be submitted to the City r review all instruments and other
legal documents involved in effectin transfer; and if approved by the
City, its approval shall be indicated to th Redeveloper in writing;
4. The consideration payable for the transfer ley the transferee or on its behalf
shall not exceed an amount representing the*ctual cost (including carrying
DRAFT Tuesday, June 16, 2015 19
R
charges) to the Redeveloper of the Property (or allocable to the part
thereof or interest therein transferred) and the Minimum
Improvements, if
6 1015 any, theretofore made thereon by it; it being the intent of this provision to
JU�1 1 preclude assignment of this Agreement or transfer of the Property (or any
e,'�orf parts thereof) for profit prior to the completion of the Minimum
CA 10wd Improvements: and
5. Tie Redeveloper and its transferee or succe/'order
ply with such
other conditions as the City may fmd desirachieve and
safeguard the purposes of the Urban Renewarban Renewal
Plan.
Provided, Tha 'n the absence of a specific wrydmed
ment by the City to the contrary,
no such transfer or app val by the City thereof shalto relieve the Redeveloper, or
any other party bound in yway by this Agreement e, of its obligations with respect
to the construction of the imam Improvements, orf its other obligations under this
Agreement.
Section 503. InformatiNii as to Parties in ontrol. In order to assist in the effectuation of
the purposes of this Article V an the statutory jectives generally, the Redeveloper agrees that
during the period between exec tion of Agreement and completion of the Minimum
Improvements as certified by the C y, the developer will promptly notify the City of any and
all changes whatsoever with respect the 'dentity of the parties in control of the Redeveloper or,
the degree thereof, of which it or any f is officers or members have been notified or otherwise
have knowledge or information.
Section 504. Status of Red elo • Transfer of Substantially All Assets. As security for
the obligations of the Redevelop under t 's Agreement, the Redeveloper represents and agrees
that prior to the recording of a Certifica of Completion pursuant to Section 306 of this
Agreement, the Redeveloper ill maintain it existence as a limited liability company and will
not wind up or otherwise d' pose of all or su tantially all of its assets or assign its interest in
this Agreement to any oth party; Provided, Th t the Redeveloper may sell or otherwise transfer
to a partnership, corpora 'on or limited liability c mpany organized under the laws of one of the
United States, or an in ividual, all or substantial all of its assets as an entirety or assign its
interest in this Agreeyhent to any other party and ereafter wind up and be discharged from
liability hereunder 'I` (i) the transferee partnership, orporation, limited liability company or
individual assumes in writing all of the obligations of Redeveloper under this Agreement and
the Minimum A*essment Agreement; and (ii) the Ci receives such new security from the
successor Redoeloper to assure completion and opera 'on of the Minimum Improvements
during the ter of this Agreement as the City deems nec Bary or desirable and receives such
evidence as the City shall reasonably require, including an inion of counsel, that the existing
performance and payment bonds and security provided pursu t to this Agreement will remain
in effect Od will be enforceable against the existing Redevelop and issuer of such bonds upon
a defaulby the successor Redeveloper with respect to completio or operation of the Minimum
VI. MORTGAGE FINANCING; RIGHTS Of\MORTGAGEES
DRAFT Tuesday, June 16, 2015 20
I L E DJUN 16 nis
City
Section Wl`' ion Upon Encumbrance of Property. Prior to the completion of the
Minimum Improvements, as certified b the City, neither the Redeveloper nor any successor in
interest to the Property or any part thereof shall engage in any financing or any other transaction
creating any mortgage, encumbrance or lien upon the Property, whether by express agreement or
operation of law, or suffer any encumbrance or lien/rwise.
e made on or attach the Property,
except for the purposes of obtaining funds only to thet necessary for m ng the Minimum
Improvements and related improvements of thect, including, ut not limited to,
engineering, development, legal and related Prcosts (inclu ng costs of interior
improvements, furnishings and fixtures). The Redev(or succes r in interest) shall notify
the City in advance of any financing, secured by me or oth similar lien instrument, it
proposes to enter into with respect to the Property, opart t eof, and in any event it shall
promptly notify the City any encumbrance or lienas b en created on or attached to the
Property, whether by volun act of the Redevelopof rwise. Nothing herein is intended
to, and should not be constru to, in any way limit Rper from selling condominium units
in the Project at any time or li ' purchasers from plmortgages on the condominium units
subject to the terms of this Agree ent and the Minimssessment Agreement.
Section 602. Morta e Hol er Not Obli ed To Construct. Notwithstanding any of the
provisions of this Agreement,tta-
older of ny mortgage authorized by this Agreement
(including any such holder who 'title the Property or any part thereof as a result of
foreclosure proceedings, or action in li u reof, but not including (a) any other party who
thereafter obtains title to the Property or h part from or through such holder or (b) any other
purchaser at foreclosure sale other than holder of the mortgage itself ) shall not be obligated
by the provisions of this Agreement to on ct or complete the Minimum Improvements or to
guarantee such construction or comp tion; r shall any covenant or any other provision in the
deed be construed to so obligate su holder ovided, That nothing in this Section or any other
Section or provision of this Agre ent shall b deemed or construed to permit or authorize any
such holder to devote the Prope or any part t reof to any uses, or to construct any Minimum
Improvements thereon, other han those uses o improvements provided or permitted in the
Urban Renewal Plan and in is Agreement.
Section 603.rigations
otice of Default to orta ee. Whenever the City shall deliver
any notice or demRedeveloper with re ect to any breach or default by the
Redeveloper in its ocovenants under this A eement, the City shall at the same time
forward a copy of r demand to each known older of any mortgage authorized by
this Agreement at he last address of such holder shown in a records of the City.
Section 04. Mortyap-ee's Option To Cure Defaults. fter any breach or default referred
to in Section 3 hereof, each such holder shall (insofar as th rights of the City are concerned)
have the ri , at its option, to cure or remedy such breach or de It (or such breach or default to
the extent at it relates to the part of the Property covered by it mortgage) and to add the cost
thereof to he mortgage debt and the lien of its mortgage Provid That if the breach or default
is with r ect to construction of the Minimum Improvements, not ' g contained in this Section
or any other Section of this Agreement shall be deemed to permit or thorize such holder, either
before or after foreclosure or action in lieu thereof, to undertake or c tinue the construction or
completion of the Minimum Improvements (beyond the extent necess to conserve or protect
DRAFT Tuesday, June 16, 2015 21
F I L F- r,�
JUN 16 2015
Minimum Improvements or construction alreadjWithout first having expressly assumed
the obligation to the City, by written agreemehtnslii's`TaCt "' to the City, to complete, in the
manner provided in this Agreement, the Minimum Improvements on the Property or the part
thereof to which the lien or title of such holder relates. Any such holder who shall properly
complete the Minimum Improvements relating to the Property or applicable part thereof shall be
entitled, upon written request made to the City, to a certification or certifications by the City to
such effect in the manner provided in Section 306 of this Agreement.
Section 605. City's Option To Pay Mortgage Debt or Purchase Property. P ' r to the
recording of the Certificate of Completion provided for in Section 306 of this A eement and
resulting expiration of the City's right of reversion, a default or breach of this A eement by the
Redeveloper or successo m interest, in any case where the holder of an mortgage on the
Property or part thereof:
(a) has, but does n t Vorco
, the option to construct complete the Minimum
Improvements to rty or part thereof covere y its mortgage or to which
it has obtained titlech mortgage holder fai to commence the cure thereof
within sixty (60)er the holder has en notified or informed of the
default or breach; o
(b) exercises the optionstruct or co lete the Minimum Improvements but
does not complete 'nimum hn ovements within the period agreed upon
by the City (whicshall in ny event be at least as long as the period
prescribed for suchi in t s Agreement), and such mortgage holder fails
to commence the co w' n sixty (60) days after written demand by the
City so to do,
the City shall:
(a) have the option to pay t the holde the amount of the mortgage debt and securing
an assignment of the rtgage and a debt secured thereby; or
(b) in the event owner 'p of the Prope (or part thereof) has vested in such holder
by way of forecl ure or action in li thereof, the City shall be entitled, at its
option, to receiv conveyance of title t the Property or part thereof (as the case
maybe) uponyment to such holder of amount equal to the sum total of
(i) the mo gage debt at the time of forec sure or action in lieu thereof (less all
appropriate credits, including those res ting from collection and application
of r tals and other income received dun g foreclosure proceedings);
(ii) all xpenses with respect to the foreclosur
(iii) net expense, if any (exclusive of gen al overhead), incurred by such
Older in and as a direct result of the s sequent management of the
(iv)/ the costs of any Minimum Improvements made by such holder; and
DRAFT Tuesday, June 16, 2015 22
HLED
JUN 16 2015
C; t/ C.^rr
(v) an amount equivalent to the interest tl(u6i ld v accrued on the
aggregate of such amounts had all such amounts become part of the
mortgage debt and such debt had continued in existence.
Every mortgage instrument made prior to completion of the Minimum Improv ents with
respect to the Property or any part thereof shall so provide.
Section 606. City's Option To Cure Mortgage Default. In the event a Redeveloper, or
any successor in interest defaults or breaches its obligations under, an o the holder of, any
mortgage or other instrument creating an encumbrance or lien upon t roperty or part thereof
prior to the completion of the Minimum Improvements, the City y, at its option, cure such
default or breach, in which case the City shall be entitled to reimbursement from the
Redeveloper or successor in interest of all costs and expense incurred by the City including
reasonable attorney's fe in curing such default or breach an to a lien upon the Property (or the
part thereof to which the ortgage, encumbrance, or lie relates) for such reimbursement, in
addition to and without limi tion upon any other rights r remedies to which it shall be entitled
by this Agreement, operation%Pr
, or otherwise: Pr ided, That any such lien shall be subject
always to the lien of (and ancontemplated b , because of advances yet to be made,) any
then -existing mortgages on therty authorize y this Agreement.
Section 607. Mortgage and older. For the purposes of this Agreement: The term
"mortgage" shall include a deed of st o other instrument creating an encumbrance or lien
upon the Property, or any part thereof, a urity for a loan. The term "holder" in reference to a
mortgage shall include a deed of trust.
Section 608.
(a) In order to facilitate/obtaining ancing for the construction of the Minimum
Improvements by the Redevelo er, the City a es to subordinate its rights under this Agreement
to the holder of the First Mo age for the purp es described in Section 601 of this Agreement,
but only Provided, That th First Mortgage or subordination agreement provides that if the
holder of the First Mortga a shall foreclose on th Redevelopment Property, the improvements
thereon, or any portion ereof, or accept a de to the Redevelopment Property in lieu of
foreclosure, it shall co ent to the Assessor's Minim in Actual Value set forth in the Minimum
Assessment Agreeme and all the provisions of the 'mum Assessment Agreement.
(b) In orde to facilitate obtaining financing r the construction of the Minimum
Improvements, th City agrees that it shall agree to any asonable modification of this Article
VI or waiver o its rights hereunder to accommodate th interests of the holder of the First
Mortgage, prov'ded, however, that the City determines, in its ea n_
judgment, that any such
modification( will adequately protect the legitimate intere s and security of the City with
respect to t Project and the Urban Renewal Plan. The Ci also agrees to consider such
modificatio (s) of this Article VI with respect to other h ders, and to agree to such
modificat' ns if the City deems such modification(s) necessary and easonable.
ARTICLE VII. INTENTIONALLY
DRAFT Tuesday, June 16, 2015 23
1 ---;r
Re
- I L E 0'
ARTICLE VIII. REMEDIES JUN 16 2015
Section 801. In General. Except as otherwise provid4d 'tli - �ge ent, in the event of
any default or breach of this Agreement, or any of its terms or c �i�ti yb d ier party herein,
or any successor to such party, such party (or successor) shall, upon written notice from the
other, proceed immediately to commence to cure or remedy such default or breach and shall
complete such cure or remedy within ninety (90) days after receipt of such notice. In case such
action is not taken or diligently pursued, or the default or breach cannot be cured or remedied
within a reasonable time, the aggrieved party may institute such proceedings as may be
necessary or desirable in its opinion to cure and remedy such default or breach, me ding, but not
limited to, proceedings to compel specific performance by the party in defaul or breach of its
obligations.
Section 802. Other is and Remedies of Ci No Waiver Delay. The City shall
have the right to institute s h actions or proceedings as may necessary to enforce the
Redeveloper's covenants and o 'gations under this Agreement to seek damages caused by a
breach or default by the Redevel er. The City may also insti a such actions or proceedings it
may deem desirable for effectuatin the purposes of this Arti e VII, Provided, That any delay by
the City in instituting or prosecutin any such actions or oceedings or otherwise asserting its
rights under this Article VII shall not
such rights in any way (it being th
constrained (so as to avoid the risk of b
provided in this Section because of coi
remedy at a time when it may still hope
involved); nor shall any waiver in fact i
the Redeveloper under this Section be c
respect to any other defaults by the 1
particular default except to the extent sp
rate as a i
intent of
of
ger f such rights or to deprive it of or limit
provision that the City should not be
of or limited in the exercise of the remedy
aiver, laches, or otherwise) to exercise such
e to resolve the problems created by the default
the City with respect to any specific default by
I or treated as a waiver of the City's rights with
per under this Section or with respect to the
waived in writing.
Section 803. Enforced DeYav in PerforriNance for Causes Beyond Control of PPM.
Performance by any party under s Agreement\hea
subject to unavoidable delays outside
the control of the party claim in is occurrence, wthe direct result of strikes, other labor
troubles, unusually severe or olonged bad weatof God, fire or other casualty to the
Minimum Improvements, lit' ation commenced barties, or acts of any federal, State or
local governmental unit (o er than the City) whily result in such delays. Such delays
shall constitute sufficie legal excuse for delrformance under the terms of this
Agreement.
Section 804. 'ghts and Remedies Cumulative. Th rights and remedies of the parties to
this Agreement, w ether provided by law or by this Agree ent, shall be cumulative, and the
exercise by eithe party of any one or more of such remedies s all not preclude the exercise by it,
at the same or ifferent times, of any other such remedies for he same default or breach or of
any of its rem dies for any other default or breach by the other Y. No waiver made by either
such party w th respect to the performance, or manner or timet reof, or any obligation of the
other party r any condition to its obligations under this Agreemen shall be considered a waiver
of any rig s of the party making the waiver with respect to the paAcular obligation of the other
party or c ndition to its own obligation beyond those expressly w 'ved in writing and to the
DRAFT Tuesday, June 16, 2015 24
extent thereof, or a waiver in any respect in regard to any other rights ofke a e
waiver or any other obligations of the other party. JUN 16 2015
ARTICLE IX. MISCELLANEOUS City CierK
Iowa City Iowa
Section 901. Conflict of Interest. Redeveloper agrees that, to its best knowledge and
belief, no member, officer or employee of the City, or its designees or agents, nor any consultant
or member of the governing body of the City, and no other public official of the ity who
exercises or has exercised any functions or responsibilities with respect to the Pro' ct during his
or her tenure, or who is in a position to participate in a decision-making proc or gain insider
information with regard to the Project, shall have any interest, direct or ind' ect, in any contract
or subcontract, or the proce ds thereof, for work to be performed in co ction with the Project,
or in any activity, or benefi therefrom, which is part of this Project any time during or after
such persons' tenure.
Section 902. Non -Disci' ination. In carrying out theroject, the Redeveloper shall not
discriminate against any employ or applicant for employment, -because o f race, creed, color., -
sex, national origin, gender identi ,marital status, sexu�orientation� religidn, age, disability,
familial status, presence or absence of dependents or uublic assistance source of income. The
Redeveloper shall ensure that appl ants for emplpyment are granted employment, and the
employees are treated during
'in
ent, with ut regard to their age, race, creed, color,
disability, gender identity, marital
Is
sex, sex al orientation, religion or national origin.
Section 903. Titles of Articles Ad 1, tions. Any titles of the several parts, Articles, and
Sections of this Agreement are inserte for convenience of reference only and shall be
disregarded in construing or interpreting of its provisions.
Section 904. Memorandum f Agr ment. The parties agree to execute and record a
Memorandum of Agreement,Vanprovisions
tantially a form attached as Exhibit _ to serve as notice
to the public of the existence o this Agreement, and the rights and interests held
by the City by virtue hereof.developer all pay all costs of recording.
Section 905. Goveyfiing Law. This
accordance with the laws Xf the State of Iowa.
Section 906. Administration of Agreement Ci
administer /been
nd obligations of the City here de
Secntire Agreement. This Agreeme t
agreement e parties regarding the subject mall prior anegotiations or discussions, whethenot be amet by a subsequent writing signed by
908. Time is of Essence. Time is of the
shall be governed and construed in
The City Manager or designee shall
and the exhibits hereto reflect the entire
er hereof, and supersedes and replaces
oral or written. This Agreement may
1 parties hereto.
This Agreement
binding upon the parties' successors in interest.
DRAFT Tuesday, June 16, 2015 25
in this Agreement.
inure to the benefit of and be
JUN 16 2015
IN WITNESS WHEREOF, the City has caused this Agreement to be duly exeduibdbit*
name and behalf by its Mayor and its seal to be hereunto duly affixed and attestdMby Cfat rsitywa
Clerk, and the Redeveloper has caused this Agreement to be duly executed in its name and
behalf by its authorized representative, on or as of the day first above written.
(SEAL) CITY OF IOWA CITY, IOWA
Matthew J. Hayek, Mayor
ATTEST:
Cft lwtomvy's Office
Karr, City Clerk
CASLYOLDINGS, LLC
STATE OF IOWA
COUNTY OF JOHNSON )
On this da of , 20 , before me a Notary Public in
and for said County, pers nally appeared Matth J. Hayek and Marian K. Karr, to me
personally known, who ing duly sworn, did say at they are the Mayor and City Clerk,
respectively of the City Iowa City, Iowa, a Municip Corporation, created and existing under
the laws of the State of owa, and that the seal affixed t the foregoing instrument is the seal of
said Municipal Corpo ation, and that said instrument wa signed and sealed on behalf of said
Municipal Corporati n by authority and resolution of its C y Council and said Mayor and City
Clerk acknowledg said instrument to be the free act and ed of said Municipal Corporation
by it voluntarily a ecuted.
Notary Public in and fpr the State of Iowa
STATE (�F )
)SS
DRAFT Tuesday, June 16, 2015 26
COUNTY OF )
This instrument was acknowledged before me on this day of , 20_, y
and , as of CASL Holdings, LLC ; JUN 16 2015
DRAFT Tue
city
�QV�ia Citi✓, �c,v
EXHIBIT A
JUN 16 2015
City -University Project 1 Urban Renewal Area''I� ^r�
As Amended M2
1 3 .—A I I I 1 AVE
�1
11
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FARKr OAK PAP.K CT j7
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< DOUGLASS ST
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=,____ -
--__._.._ RJPPERT RO
f
Urban renewal area boundary
® 1969 Original Area
2001 Amended Area
® 2012 Amended Area
DRAFT Tuesday, June 16, 2015 28
ST
N
H�I01
N
ATERFROR DR �\� p1�.3T i27A!
I
a
OLYMPIC`
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IRONWOOCIRCLE AI
VIVV
EXHIBIT BI L
y.
LEGAL DESCRIPTION OF URBAN RENEWAL AREA JINN 16 1015
Original Urban Renewal Area C!
i tY C'ter,,
4ov�a �it�
Beginning at a point on the north R.O.W. line of Burlington Street where it meets t e {iilc
of the Iowa River; Thence easterly to the east R.O.W. line of vacated Front Street; Thence north
to the north R.O.W. line of vacated College Street; Thence east along said R. W' line to the
west R.O.W. line of Capitol eet; Thence north along said R.OX-inn
the centerline of
Washington Street; Thence eas along said centerline to the centStreet; Thence
south along said centerline to t south R.O.W. line of Court Stwest along said
R.O.W. line to the east bank of th Iowa River; Thence northerly abank to the point
of beginning.
M01
2001 Amended Area
Beginning at the northwest corner of Lo\erl*to
Cooks Subdivision of Outlot 25; Thence
south along the east R.O.W. line of Gilbt to the south R.O.W. line of Prentiss Street;
Thence west along said south R.O.W. its intersection with Linn Street; Thence
northeasterly along Ralston Creek to the .W. line of Maiden Lane; Thence north to the
south R.O.W. line of Court Street; Thenceng said south R.O.W. line to the centerline of
Linn Street; Thence north along said ce the centerline of Washington Street; Thence
west along said centerline to the west e of Clinton Street; Thence north along said
west R.O.W. line to the north R.O.W meAvenue; Thence east along said north R.O.W.
line to the east R.O.W. line of Gi ert Snce south along said east R.O.W. line to the
point of beginning.
AND
Beginning at the NW corer of Outlot 26, Original own Subdivision; Thence south along the
eastern R.O.W. line of V* Buren Street to where sai R.O.W. ends at a point along the western
boundary of Block 8, L'yon's 2nd Addition; Thence n rthwesterly along R.O.W. line to a point
on the north R.O.W. line of the Iowa Interstate Railroa south of block 1, Lyon's 1st Addition;
Thence southwesterly to the south R.O.W. line of the Io a Interstate Railroad north of block 3,
Lyon's 1 st Addition; Thence southeasterly along the uth Railroad R.O.W. to the eastern
boundary of Var 113uren Street south of the Railroad; Then a along said eastern boundary of Van
Buren Street to north right-of-way line of Kirkwood AV nue; Thence east to a point 11' west
of the extendid NE corner of lot 3, block 6, F.S. & E.W. L as Addition; Continuing south to a
point 126', ,more or less, south of the R.O.W. line of the E W alley west of Diana Street and
south of 1 is 1, 2, and 3, block 6, R.S. Lucas Addition; Th e westerly to a point on the east
R.O.W. ne of the N -S alley west of lots 4 & 5, block 6, R.S. cas Addition; Crossing the alley
to the est R.O.W. line of said alley, continue south 7.5', mor or less, to the NE corner of lot
30, ighland Park Addition; Thence westerly to the NW co er of lot 31, Highland Park
Ad tion; Thence southerly to the SW corner of said Lot 31; Cr ssing Highland Ct. to the NE
Tuesday, June 16, 2015 29
corner of Lot 15 Highland Park Addition; Thence southerly to the SE corner of Lot 9 Highland
Park Addition; Crossing Highland Ave. to the south R.O.W. line; Thence westerly along said
south R.O.W. line to where it meets the Crandic Railroad; Thence south along the Crandic
Railroad to the south R.O.W. line of Highway 6; Thence west along the south R.O.W. line of
Highway 6 to the eastern bank of the Iowa River; Thence southerly following said eastern bank
of the river to a point where the river bank meets the extended southern line of Sturgis Ferry
Park; Thence westerly to the SW corner of Sturgis Ferry Park; Thence continuing esterly to the
west R.O.W. line of Riverside Drive; Thence northerly along said west R.O. . line to the
centerline of Highway 6; Thence easterly along said centerline to the weste ank of the Iowa
River; Thence following the western bank of the Iowa River to the center ' e of Myrtle Street
extended to the Iowa R uer; Thence west to the west R.O.W. line o 'verside Drive/State
Highway 1; Thence northe y along said highway R.O.W. to the no O.W. line of Burlington
Street; Thence east to the ea bank of the Iowa River; Thence sou to the south R.O.W. line of
Court Street; Thence easterly a ng the south R.O.W. line of Co Street to the west R.O.W. line
of Maiden Lane; Thence sou along said west R.O.W line to Ralston Creek; Thence
southwesterly along the creek to south R.O.W. line of entiss Street; Thence east along said
south R.O.W. line to the west R. W. line of Gilbe Street; Thence south along said west
R.O.W. line to a point where it meets he extended c terline of Bowery Street; Thence easterly
to a point where the centerline of Bow Street ets the extended east R.O.W. line of Gilbert
Street; Thence north along said east R.O.W. lin to the northwest corner of Lot 1 Lyman Cooks
Subdivision of Outlot 25; Thence east al a south R.O.W. line of Burlington Street to the
point of beginning. Also including Lots 5 d 6 in Block 43, Original Town, and the alley and
full width of the College Street right-of-� y acent thereto.
JUN 16 2015
Cit, cier
"0Vl'8 Citi, 10wv5
DRAFT Tuesday, June 16, 2015 30
EXHIBIT C
LEGAL DESCRIPTION OF REDEVELOPMENT PROPERTY
Lots 1, 2, 3, and 4, Block 1, County Seat Addition to Iowa City, Iowa, according to the recorded
plat thereof recorded in Book 1 and 2, Page 253, Deed records of Johnson County, Iowa and a
tract of vacated Harrison Street in the approximate size of 150 feet by 400 feet.
DRAFT Ti
JUN 16 2015
City C:'er;'
rVa Gita '�w�a
EXHIBIT D
MINIMUM IMPROVEMENTS
Redeveloper shall complete the following minimum improvements an5, uses on the
Redevelopment Property in accordance with the Redevelopment Agree nt to which this
Exhibit is attached. Subject to the necessary FAA and City approval the project will be a
mixed-use development consisting of a hotel, apartments, office and etail in a 14 -story north
tower which will include the hotel, office space and retail compo ne s and a 15 -story south tower
which will house theM1sidences, in substantial conformity wt' the Project Design and Plans
submitted by Redevelop in its February, 2015 submittal, w h are attached hereto as Exhibit
D-1, with the following mponents as may be adjusted ' connection with FAA and City
approvals and limitations:
1. Approximately 152 hot 1 rooms, 320 apartment , 6,325 square feet of retail, and 25,518
square feet of Class A o\3-bedr
ce and 326 pa ng spaces to be accessed off the alley. It
is understood that suchbers and sq re footages may vary by f 5% without City
approval and by t_10% approval.
2. The unit mix for the shall a as follows: 127 1 -bedroom (40%); 149 2 -
bedroom (47%) and 44 m (14 /o). It is understood that the unit numbers and mix
mayvarybyf 5% withppr al and by f 10% with City approval.
3. Amenities shall include a fitness dXnter, a landscaped courtyard, a Club room, private and
group study lounges, a rooftop pg(ok sun deck, coffee bar and Wi-Fi.
4. The hotel flag shall be Hyattlace, Hilton Canopy, Hilton Curio, Marriott AC Hotels,
Starwood Aloft, or another otel flat substantially similar quality approved by City.
The hotel operator shall b the Bricto Group, Aimbridge Hospitality, First Hospitality
Group, or other operator vyith substanti ly similar credentials approved by the City.
5. With he exception of tye hotel compor
to LEED Gold standards or higher.
constructed to at least'LEED Silver stat
standards. The Red¢veloper's registered an
point calculation for the project such that th
required LEED standard and said certificati
issuance of an occupancy permit. LEED ce
list of the point•` calculation based on actual
City review.
DRAFT Tuesday, June 16, 2015 32
the Project will be designed and constructed
hotel component will be designed and
Is, with the aspiration to achieve LEED Gold
LEED-accredited architect must certify the
C
roject is constructed in accordance with the
o shall be subject to City's approval prior to
-ti cation, however, shall not be required. A
on site achievements will be submitted for
t
JUN 16-2015 - - -
ity clerk
Jowa city, 10-xva
Exhibit D-1
RENDERING
GROUND LEVEL PERSPECTIVE
LOOKING SOUTHWEST
Following city discussions, reno of comments, and ngorors im;drmeida!i4n u the Rie'ed,onl Cr ssmgs Corm cased
?rr,i�� c:,nr.. CA has reach final proposal thM is an acul�iicn cl the original ign icea. Thor al-DutWlnp aeheme and
courtyard concepts have n maintained In conjunction with newt' tlded •L 'farms now result In a Mak a
open space providing fa rellef to the neighboring can lalR in gra aeaHwest di , The 751minimum stmt frontage
is pmided, allaying ea component et ehe mi.ed-use Residential, Hotel, Office. a peta" pr am to have tliren
interlace with the pvh .right-of-way, while concealing all off -stmt parking and land ac
the public alley.
originally propose, u d, bed, partying ano square footage nvmbery tw all uses have be maintained or slightly increased
C35�)
through ore recent esien arjusbae�,ts
R 1 E CA Ventures 1 161 N Clark I Suite 4900 1 Chicago, IL O1 ori
Page:9 4f VENTURES
FILED
DRAFT Tuesday, June 16, 2015 33 \ JUN 16 Ms
\ City Clerk
Iowa City, Iowa
RENDERING
AERIAL VIEW
LOOKING WEST
40
The site configuration makes for an etlicuun hlr' To the north, the
smaller, shorter hotelloffice/retail building contiguous age. CA
-gn t rr to e;f..
znre
ee inaling ;o. ;lie site
The natural street graded Imes hom the NW corner along both prima\and
to the SE corner, allowing
separate access points for the variou site uses to establish their own entry locatioaracter.
j R 15 E CA Ventures 161 N Clark Suite 4900 Chicago, IL 606 1
l\.
Page: 10 VENTURES
HLED
,;Utd 16 2015
DRAFT TuesdayJJune 16, 2015 34 City Clerk
l - Iowa City, Iowa
SITE PLAN PARKING LEVEL P-03
.._. mr-
3 ® _ HOTEL
"`111
[ I
® P 7 A { '
�.we., ��
H HWDENTIA
Ik I I i
r I `:
.a,
(� It 1 5 E CA Ventures 1 161 N Clark I Suite 4900 { Chicago, IL 606 1 e
Page: 11 :W VENTURES
FILE
JUN 16 T015
DRAFr Tuesday; June 16, 2015 35 City Clerk
Iowa City, Iowa
r
�) R I S E/ CA Ventures 1161 N Clark Sulte 4900 I Chkego, IL
(\ f Page: 12
+. VENTURES
W
DRAFT Tuesday, June 16, 2015 36 JUN 161015
City Clerk
Iowa City, Iowa
;5M
:to
"im
I
--1
�) R I S E/ CA Ventures 1161 N Clark Sulte 4900 I Chkego, IL
(\ f Page: 12
+. VENTURES
W
DRAFT Tuesday, June 16, 2015 36 JUN 161015
City Clerk
Iowa City, Iowa
FIRST FLOOR PLAN
SECOND FLOOR PLAN
aIL
DRAFT Tuesday, June 16, 2015 37 JON 161015
City Clerk
Iowa City, Iowa
3RDATH FLOOR PLAN TYPICAL HOTEURESIDENTIAL
FLOOR PLAN
I
----omcE�clilro`�
1 I \ J
ry �I � • .nu w iu !!! r1j_F
1 I
iR}RISE CA
DRAFT Tues46y, June 16, 2015
161 N Clerk I SuRe 49001
Page: 14
38
L-
IL60601 'E4
\ VENTURES
FILED
JUN 16 2015
City Clerk
Iowa City, Iowa
• "` N: I1
•
II
too
4D
1 I \ J
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1 I
iR}RISE CA
DRAFT Tues46y, June 16, 2015
161 N Clerk I SuRe 49001
Page: 14
38
L-
IL60601 'E4
\ VENTURES
FILED
JUN 16 2015
City Clerk
Iowa City, Iowa
AMENITY LEVEL FLOOR PLAN
R
DRA
AMENITY EXAMPLES
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AMENITY EXAMPLES
PROGRAMMATIC SECTION DIAGRAMS
RESIDENTIAL
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CIVIL SITE PLAN - ACCESSIBILITY, ZONING, & ACCFSS LAYOUT
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CA has coordinated with BK Engineering's Iowa City office to assist with planning
site topography, H/Khs developed a grading and access strategy that Drovides
HBK has also consult,
n and quantities of^;, requirem
t St., and dedicated parkingtioading access via the public
R !/S E CA Ventures ! 161 N Clark I Suite 4900 1 C
i4 ! Page: 17
DRAFT Tuesday, June 16, 2015 41
nd specific site criteria. Given the severe
Ih city staff to verify zoning requirements
`The hotel/office component includes
1� 1 IL 60601
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JUN 161015
Iowa tY Clerk
City, Iowa
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CA has coordinated with BK Engineering's Iowa City office to assist with planning
site topography, H/Khs developed a grading and access strategy that Drovides
HBK has also consult,
n and quantities of^;, requirem
t St., and dedicated parkingtioading access via the public
R !/S E CA Ventures ! 161 N Clark I Suite 4900 1 C
i4 ! Page: 17
DRAFT Tuesday, June 16, 2015 41
nd specific site criteria. Given the severe
Ih city staff to verify zoning requirements
`The hotel/office component includes
1� 1 IL 60601
\\\ VENTURES
JUN 161015
Iowa tY Clerk
City, Iowa
CIVIL CONTEXT MAP FLOOL PLAIN REVIEW
HBK has also performed a _ _ , and h ed that the
r. A professional surveyor will need Confirm the eldefds
in ancoraitfillis, with the rode guidel
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S below:
Res'tdemal Buildings: i
All new or subsan[ielly imgw+ed resHenlel structures moll hew the lowest Hoar d the original sou ure aM my lateral addition elevNeO a minimum d One loot
(17 above the flood hoard elevation. Where existing topography, strcet gratles, a dMi t•dprs presto elevating by fill, fiae11 metMb d Ill s t to auete as
piers, may be allowed, ssh ll a to approval by the ioud fOrdes inial. In such a case, a enth u di nlessio sM1all c<nily [hat the methods used will he edepuale to
support the a 8.11re as well as withstand the various Izrces and hazards essociatetl with flooding.
Nonresidential BulWings:
All new a substantially improved nonresidential builJtings must have the lowest flror of the original strum and any latest addition elevated a minimum, one
loot (191111 the flood heard elevatron or, together with Attendant utility and sanitary systems, be floodpr fed to such a ever. When Iloodproofing is utilized
a gdessionel engineer registered in the state sherd certify that the floodiandi methade used are adequate withetend the flood deptln, pzessves, wlomtiez,
tmpect and uplift tortes and Other factors asocwted with the flood hazard and that the structure below the f haard elevatron is watertight with walls
substantially imperni to the passage d wafer. Such rutiflctitiOn must also indicate the specific elevation, I relation to national geodetm vertical datum, to
which any shade. es floodpsded. A reco'O of this certificsten will be dearest in the once or the building o dal.
RRISE CA ventures 1 161 N Clark I Suite 4900 1 Chicago, 1 60601
;
page: 16 VENTURES
%%% JUN 161015
DRAFT Tuesday, June 16, 2015 42
((�_ 1 Clerk
Iowa
city, Iowa
s
EXHIBIT E
MINIMUM ASSESSMENT AGREEMENT
THIS MINIMUM ASSESSMENT AGREEMENT, dated as of this day of
, 2015, by and among the CITY OF IOWA CITY, IOWA, ("City"),
CASL Holdings, LLC, a Delaware limited liability corporation, ("Redeveloper"), and the CITY
ASSESSOR of the City of low City, Iowa ("Assessor"). `
WITNESSETH:
WHEREAS, it is contemp ated that the Redeveloper will unde a the development of
an area ("Project") within the City d within the "City -University U an Renewal Area'; and
WHEREAS, once the Projec is completed it will hav a sufficient taxable valuation to
permit the collection of incremental t es as provided in I a Code Section 403.19, subsection
2, to cause the indebtedness and other osts incurred being
e City with respect to the Property to
be repayable as to principal within four ax years fol commencement of full operation of
the Project; and
WHEREAS, pursuant to Iowa C de
Redeveloper desire to enter into a written as s
Iowa Code to establish a minimum actual al f
Agreement for Private Redevelopment lat w
the collection of incremental taxeythe
use the
with respect to the Property tepayab.
commencement of full operationproject;
WHEREAS, the
specifications for the Mii
NOW, THl
consideration of the
follows:
I
ections 403.8(3), as amended, the City and
ment agreement pursuant to Section 403.6 of the
for the land legally described in Exhibit C to the
t provide sufficient taxable valuations to permit
debtedness and other costs incurred by the City
as to principal within four years following
and the Assessor `.
Improvements to be
, the parties to this
covenants and agreeme
reviewed the preliminary plans and
:d as a part of the development;
[inimum Assessment Agreement, in
made by each other, do hereby agree as
1. As/of January 1, 2019, an assessment shall be made fixing the minimum actual
taxable value Or assessment purposes for the land an Minimum Improvements to be
constructed th6reon by the Redeveloper at not less th $40,000,000 after taking into
consideration}/any factors such as "roll backs" which woul reduce the taxable value of the
property (;Minimum Actual Value"). The parties hereto acknowledge and agree that
constructs n of the Minimum Improvements will be substan 'ally completed on or before
Decembe 31, 2017 unless that substantial completion date 's extended pursuant to the
Agree nt for Private Redevelopment between the City and Re eveloper, in which case the
partie agree to amend this Minimum Assessment Agreement to r vise the dat ql - nc
mini um assessment shall be required��'
.». 4
DRA Tuesday, June 16, 2015 43 61015
^r�1C Ity
Iowa
V&
2. The Redeveloper contemplates that the Project will consist of condominium units
and agrees that at the time of the execution of the declaration required by Chapter 499B
Horizontal Property (Condominiums) of the Code of Iowa, an attachment to the declaration will
be executed by the Redeveloper, the City and the City Assessor allocating a portion of the
Minimum Actual Value to each unit.
3. The Minimum Actual Value (as adjusted pursuant to paragraph 1 he!rp6f) herein
established shall be of no further force and effect and this Minimum AssessmAgreement
shall terminate on December 31, 2022. ./"
4. Nothing herein s a
Code section 403.6(19) (2015),
assignment made by the Assessor
to paragraph I hereof) established
reduce the actual value assigned
paragraph I hereof) established hei
.1 be deemed to waive the Redeveloper's rights under Iowa
as amended, to contest that potion of any actual value
n excess of the Minimum Actual'Value (as adjusted pursuant
erein. In no event, howev, , shall the Redeveloper seek to
b low the Minimum Ac al Value (as adjusted pursuant to
eA during the term of s Agreement.
5. This Minimum A&
Redeveloper with the Recorder of J
recording.
6. Redeveloper has provided
record as of the date of this Assessment
to this Assessment Agreement, which n
7. Neither the pi
intended to, or shall be cons
and Sale of Land for Private
8. This
upon the successors and
(SEAL)
DRAFT Tuesday, June 16, 2015
nor provisi
modifying
Assessment Ag
[s of the parties.
shall be promptly recorded by the
The Redeveloper shall pay all costs of
opinion to the City listing all lienholders of
t and all such lienholders have signed consents
attached hereto and made a part hereof.
of this Minimum Assessment Agreement are
terms of the Agreement for the Improvement
n the City and Redeveloper.
shall inure to the benefit of and be binding
CITY OF IOWA CITY, IOWA
By:
Matthew J.ayek, Mayor
ATTEST:
By:
Marian K. , City Clerk
CASL Holdings, LC
By:
44
JUN 161015
City Clerk
ioWa Gifil r..,..
r -A.
STATE OF IOWA
COUNTY OF JOHNSON
On this d*
and for said County, perso
personally known, who bein;
respectively of the City of lov
the laws of the State of Iowa,
said Municipal Corporation,
Municipal Corporation by aut
Clerk acknowledged said inst
by it voluntarily executed.
By:
ATTEST:
By:
SS
of , 20 , before r5o,a Notary Public in
illy appeared Matthew J. Hayek and Wan K. Karr, to me
duly sworn, did say that they are a Mayor and City Clerk,
City, Iowa, a Municipal Corpora' n, created and existing under
that the seal affixed to the regoing instrument is the seal of
nd that said instrument was igned and sealed on behalf of said
►ori and resolution of it ity Council and said Mayor and City
ume t to be the free and deed of said Municipal Corporation
Notary Public in and for the State of Iowa
STATE OF f )
)S
COUNTY OF %f )
This instrument was ackg6wledged beforVoPublic
s day of 20_, by
and ;' , as meSL Holdings, LLC.
a
l�
t
in and for the State of
f+
fI
+rP 4y
JUN 16 Z015
L•t��� r
DRAFT Tuesday, June 16, 2015 45
CERTIFICATION OF ASSESSOR
The undersigned, having reviewed the plans and specifications for the Minimum
Improvements to be constructed and the market value assigned to the land upon which the
Minimum Improvements are to be constructed for the development, and being of the opinion that
the minimum market value contained in the foregoing Minimum Assessment Agreement appears
reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for
the assessment of the property subject to the development, upon completion of Minimum
Improvements to be made on it and in accordance with the Minimum Assessment Agreement,
certifies that the actual val a assigned to such land, building and equipment upon completion of
the redevelopment shall no be less than $ 000 after taking mtq consideration any
factors such as "roll -backs" hich would reduce the taxable value of th property. Of this
amount, _ Dollars ) is
determined to be the value of
($ ) the value of
Assessment Agreement pursuant to
STATE OF IOWA
COUNTY OF JOHNSON
the land and
buildings thereon until
ie terms hereof.
Assessor forywa City, Iowa
Subscribed and sworn tore me by
Iowa City, Iowa.
Dollars
of this Minimum
Assessor for
Notary Public in 4d for Johnson County, Iowa
Date
DRAFT Tuesday, June 16, 2015 46
EXHIBIT F
Prepared by & Return to: Eleanor Dilkes, City Attorne
410E Washington St Iowa City IA 52240 (319) 356-5030
Tax Statements To: CASL Holdings, LLC
Grantor(s): City of Iowa City, Iowa
Cirngnteek)- CASL Holdings. LLC
WARRANTY
For valuable consider tion, City of Iowa City, Iowa, a municipal
does hereby convey to CASL oldings, LLC, an limited liabi
the following described real est4e in Johnson County, Iowa:
(Grantor),
(Grantee),
Lots 1, 2, 3, and 4, Block h County Seat Addition to low ity, Iowa, according to the
recorded plat thereof recorded in B k I and 2, Page 253, Dee records of Johnson County,
Iowa and a tract of vacated Harrison Ntreet in the approxim a size of 150 feet by 400 feet.
Provided that on or before August 31, 20 IX Red eloper completes the minimum improvements
and receives a certificate of completion fro ty as set forth in Section 306 of the Agreement
for Private Redevelopment between the pa ' dated the day of but if
Redeveloper fails to so complete the con ruct n of the minimum improvements and receive a
certificate of completion therefore then ity, its eirs and assigns, shall have the right to re-enter
the premises at its option and, upon exercise of su h re-entry, all right, title and interest of
grantee in the above-described prepiises shall ceas and revert immediately to City, its heirs and
assigns.
Subject to restrictions of
imposed by virtue of the
"2015 betweeny�t
subject of the Memor, nd
Records of Johnsontoui
fiord, including but not Ihm
reement for Private Rede t
City of Iowa City and CA
of Agreement recorded in
Iowa
d to the restrictions on use
►pment dated the day of
Holdings, LLC, which is the
!ook , Page of the
This conZIn
ance is exempt from Declaration of Value and
Code Se 428A.2(6).
Grantor does hereby Covenant with Grantee, and successors it
holds the real estate by title in fee simple; that it has good and lawful
Convey the real estate; that the real estate is free and clear of all liens
DRAFT Tuesday, June 16, 2015
M
tax pursuant to Iowa
terest, that Grantor
iority to sell and
l encumbrances except
JUN 16 2015
City Cier�
Iowa City, Iowa
as may be above stated; and Grantor covenants to warrant and defend the real estate against the
lawful claims of all persons except as may be above stated. The undersigned hereby relinquish
all rights of dower, homestead and distributive share in and to the real estate.
Words and phrases herein, including acknowledgment hereof, shall be construed as in the
singular or plural number, and as masculine or feminine gender, according to the context.
Dated:
CITY OF IOWA CITY, IrA,
a Municipal Corporation
Lo
Lo
Matthew J. Hayek,
Marian K. Karr, City
STATE OF IOWA )
) ss:
JOHNSON COUNTY)
On this day of , 2008, b ore
and for said County and State, pe onally appeared a
me personally known, who be' by me duly sworn, i'
Clerk, respectively, of said m cipal corporarion exe
that the seal affixed thereto ' the seal of said municipa.
signed and sealed on beh of said municipal corporati
municipal corporation; d that the said Matthew J. H
the execution of said ' strument to be the voluntary act
by it and by them vo tarily executed.
Public in and for the State of Iowa
DRAFT Tuesday, June 16, 2015 48
me, the undersigned, a Notary Public in
thew J. Hayek and Marian K. Karr, to
I say that they are the Mayor and City
ting the within and foregoing instrument;
corporation; that said instrument was
by authority of City Council of said
ek and Marian K. Karr acknowledged
deed and said municipal corporation,
�r Y
JUCJ 16 2015
City
10VI(a C1ty, 10 V
EXHIBIT G
CERTIFICATE OF COMPLETION
WHEREAS, the City of Iowa City, Iowa (the "City") and CASL Holdings "LLC, havir an
office for the transaction of b 'ness at , did on
or about the day of 2015, make, execute and deliver, eac .tb the other, an
Agreement for Private Redeve pin, (the "Agreement"), wherein and w eby the Developer
agreed, in accordance with the t s of the Agreement, to develop and pdaintain certain
improvements on real property to ated within the City and as more icularly described as
follows:
WHEREAS, the Agreement incoi
respect to the development of the
construct certain Minimum Impr(
Agreement; and
WHEREAS, the Developer has to the pr
insofar as they relate to the construction
the City to be in conformance with the a
recording of this certification.
and contained rtain covenants and restrictions with
)ment Prope , and obligated the Developer to
; (as define therein) in accordance with the
(te performed said covenants and conditions
Minimum Improvements in a manner deemed by
I building plans to permit the execution and
NOW, THEREFORE, pursuant to Se ion 30 of the Agreement, this is to certify that all
covenants and conditions o/theA ement wi respect to the obligations of the Developer, and
its successors and assigns, tt the M' um Improvements on the Development
Property have been complerformed by he Developer and are hereby released
absolutely and forever termofar as they ply to the land described herein. The County
Recorder of Johnson County authorized accept for recording and to record the filing
of this instrument, to be a cdetermination f the satisfactory termination of the
covenants and conditions #f said Agreement with re ect to the construction of the Minimum
Improvements on the Development Property.
All other provisions of the Agreement shall otherwise main in full force and effect until
termination as provided therein.
(SEAL)
By: /
Mayor
ATTEST:
By:
City Clerk
DRAFT Tuesday, June 16, 2015
CITY OF IOWA
49
, IOWA
STATE OF IOWA )
ss:
COUNTY OF JOHNSON )
On this day of V 20 , before me a Notary Public i and for
said County, personally appeared atthew J. Hayek and Marian K. Karr, to me p onally
known, who being duly sworn, did s y that they are the Mayor and City Cler , respectively of
the City of Iowa City, Iowa, a Munici al Corporation, created and existi under the laws of the
State of Iowa, and that the seal
If
the foregoing instrument is a seal of said Municipal
Corporation, and that said instrument w signed and sealed on b aIt of said Municipal
Corporation by authority and resolution o its City Council an aid Mayor and City Clerk
acknowledged said instrument to be the fre act and deed o aid Municipal Corporation by it
voluntarily executed.
Notary Public in and for the State of Iowa
AW l 6 2015
DRAFT Tuesday, June 16, 2015 50
RESERVED
EXHIBIT H
DRAFT Tuesday, June 16, 2015 51
JUN 16 zm
city
Jr
RESERVED
DRAFT Tuesday, June 10, Lv I J
EXHIBIT I
JL
IUM 161015
fitY (;)erk
I City, 1e1r✓a
EXHIBIT J
MEMORANDUM OF AGREEMENT FOR PRIVATE REDEVELOPMENT
WHEREAS, the City of Iowa City, Iowa (the "City") and CASL Holdings, L.L.C. (the
"Redeveloper"), did on or about the day of , 20/City-Uni
e, execute_ d
deliver an Agreement for Private Redevelopment (the "Agreement"), nd where the
Redeveloper agreed, in accordance with the terms of the Agreement aty-Uni rsityUrban Renewal Plan (the "Plan"), to develop certain real property locin t City and
within the City -University an Renewal Area and as more particul' ed as Lots 1, 2,
3, and 4, Block 1, County Sea Addition to Iowa City, Iowa, accordinecorded platthereof recorded in Book I and , Page 253, Deed records of JohnsonIowa and a tract
of vacated Harrison Street in the pproximate size of 150 feet by 400
WHEREAS, the City,
Agreement referring to the Re(
NOW, THEREFORE, IT IS A
Redeveloper desire
nt Property and thea:
AS FO
1. That the recording of thismol
shall serve as notice to the public tha t
Redevelopment and use of the Redevelop e
operated on such Redevelopment Property,
Minimum Assessment Agreement entered ' to
which the City and the Redeveloper (and y s
2019, a full assessment shall be made axing t)
Property and all improvements locat thereof
than $40,000,000 after taking into onsid,
reduce the taxable value of the pr8perty,
December 31, 2022.
a Memorandum of the
interests therein.
•anddin of Agreement for Private Redevelopment
h Agreement contains provisions restricting
t Property and the improvements located and
further subjects the Redevelopment Property to a
der the authority of Iowa Code Chapter 403, in
ccessors or assigns) agree that, as of January 1,
i minimum actual value of the Redevelopment
f calculation of real property taxes at not less
n v factors such as "roll -backs" which would
which mVnimum assessment agreement terminates on
2. That all of th� 11provisions ofthe A eement and any subsequent amendments
thereto, if any, even thou not set forth herein, by the filing of this Memorandum of
Agreement for Private Re velopment made a part her of by reference, and that anyone making
any claim against any of aid Property in any manner atsoever shall be fully advised as to all
of the terms and condit' ns of the Agreement, and any endments thereto, as if the same were
fully set forth herein.
P
3. That copy of the Agreement and any su equent amendments thereto if any,
shall be maintaine on file for public inspection during ord ary business hours in the office of
the City Clerk, Ci y Hall, Iowa City, Iowa.
IN WI�NESS WHEREOF, the City and the ]
andum f Agreement for Private Redevelopment as of
DRAFT Tuesday, June 16, 2015
53
per have executed this
day of , 201.
JUN 16 1015
City Cictfi(
CITY OF IOWA CITY, IOWA
By:
Matthew J. Hayek, Mayor'
JUN 6 2015
ATTEST:
By: Y
Marian K. Karr, City Cler
CASL Holdings, LLC
By:
By: pf,
STATE OF IOWA
COUNTY OF JOHNSON
On this day of, 20_, before me a Notary Public in
and for said County, personally;.. appeared Matt ew J. Hayek and Marian K. Karr, to me
personally known, who being duly sworn, did s that they are the Mayor and City Clerk,
respectively of the City of Iowa�City, Iowa, a Mum pal Corporation, created and existing under
the laws of the State of Iowa; and that the seal affixed to the foregoing instrument is the seal of
said Municipal Corporation, and that said instrument was signed and sealed on behalf of said
Municipal Corporation by authority and resolution of ids City Council and said Mayor and City
Clerk acknowledged said instrument to be the free act And deed of said Municipal Corporation
by it voluntarily executed.
STATE
COUWY OF
This
Notary Public i
)SS
for the State of Iowa
nt was acknowledged before me on this d"y of , 20_, by
and , as of CASL Hbldings, LLC.
DRAFT Tuesday, June 16, 2015
54
4
,5
l
Notary Public in and for the State of
DRAFT Tuesday, June 16, 2015
1. 1 E7,Z)
161015
Y (-''err
c4l' 'r) -/;�'
EXHIBIT K
OPINION OF COUNSEL
City of Iowa City
410 E. Washington Street
Iowa City, Iowa 52240
RE: Agreement for Private Redevelopment by and between
Iowa and CASL Holdings, LLC
Dear City Representatives:
FLIi
t., 7-- ,.
JUN 16 2015
ty
City of Iowa City,
We have acted as counsel �or CASL HoldXgs, LLC., a Delaware limited liability
company (the "Company"), in co nection wh the execution and delivery of a certain
Agreement for Private Redevelopment (the "Redevelopment Agreement") between the Company
and the City of Iowa City, Iowa (the "C y") dated as of , 2015.
We have examined the original ceAtified copy, or copies otherwise identified to our
satisfaction as being true copies, of the fol wing:
(a) The organization and �perating agreement of the Company;
(b)
(c)
and such other,
the opinions set
Based
have deemed
►lutos of the Com y at which action was taken with respect to the
;actions covered by. 's opinion;
Redevelopment Agree ent;
and records as we have apemed relevant and necessary as a basis for
pertinent law, the foregoing E
,ate, we are of the opinion that:
The Company was duly organized and alid
company upider the laws of the State of and is q ali
Iowa. Th�Company has full power and authority to exec te,
Redevelppment Agreement; and the Redevelopment Agreem 1
execut and delivered by the Company and, assuming due au
by th City, is in full force and effect and is a valid and lE
Com any enforceable in accordance with its terms, except
b ptcy, insolvency, reorganization or other laws relating
generally.
and such other inquiries as we
iy exists as a limited liability
ied to do business in the State of
deliver and perform in full the
was duly and validly authorized,
orization, execution and delivery
ally binding instrument of the
the same may be limited by
t or affecting creditors' rights
2. The execution, delivery and performance by the Co�pany of the Redevelopment
Agreement and the carrying out of the terms thereof, will not result � violation of any provision
DRAFT Tuesday, June 16, 2015 56
of, or be in default under, the articles of organization and operating agreement of the Company
or any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, order,
statute, rule, regulation or restriction to which the Company is a party or by which it or its
property is bound or subject.
3. To our knowledge, there are no actions, suits or proceedings pending or threatened
against or affecting the Company in any court or before any arbitrator or before or by any
governmental body in which there is a reasonable possibility of an adverse decision which could
materially adversely affect the business (present or prospective) , financial position or results of
operations of the Company or whicin any manner raises any questions affecting the validity of
the Agreement or the Comnanv's ab itv to nerform its obligations thereunder_
DRAFT Tuesday, June 16, 2015 57
AGREEMENT.'
FOR
E REDEVELOPMENT
!y and BetVveen
OF IOWA CITY, IOWA,
DRAFT Tuesday, June 16, 2015
—M
:Nc
G3
CO
/0
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit D -I
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Exhibit J
Exhibit K
EXHIBITS TO AGREEMENT
4
MaXof Urban Renewal Area
Lega ,Description of Urban Renewal Area.
Legal Description of Redevelopment Property
Minimur`r Improvements and Uses
Project Designs and Plans
Minimum Assessment Agreement
Warranty Deed,..
Certificate of Coin
RESERVED
RESERVED
Memorandum of Al
Opinion of Counsel
for Private Redevelopment
DRAFT Tuesday, June 16, 2015 2
t
ca
N
for Private Redevelopment
DRAFT Tuesday, June 16, 2015 2
r.*
INTRODUCTION
r
THIS AGREEMENT R PRIVATE REDEVELOPMENT is by and8�ee*the
of Iowa City, Iowa ("City"), a .cipality, established pursuant to the Code A& o"he State
of Iowa and acting under the thorization of Iowa Code Chapter 15A ari 403 *15), as
amended, ("Urban Renewal Act") d CASL Holdings, LLC. ("Redeveloper"), a limited liability
company organized under the lawof the State of Delawfare with a Certificate of Authority to
transact business in the State ' f Iowa, and hav' g a registered office in Iowa at
and a primry office for the tr saction of business at 161 N. Clark St.
Suite 4900, Chicago, Illinois 60601.' This agreemen outlines the terms and conditions, and the
relative rights and responsibilities of he City and t Redeveloper for the redevelopment of the
property in Iowa City generally locat on the hal lock bounded by Court Street on the North,
Linn Street on the East, Harrison Stre t (vacateol on the South and a North/South alley on the
West in Iowa City, Iowa, legally described in Eubit D hereto, an urban renewal parcel.
WITNESSETH:
WHEREAS, in furtherance of t objectives of the Urban Renewal Act, the City has
undertaken a program for the clearance 4 reconstruction or rehabilitation of certain areas in the
City and has undertaken an economic dev opment area in the City; and
WHEREAS, on October 2, :1969, e Iowa City City Council adopted Resolution No.
2157 approving the City -University Project I Urban Renewal Plan (Project No. IA R-14), which
plan has been modified and amended from time to time (said plan, as amended, is hereinafter
referred to as the "Urban Renewal Plan" or " Ian"); and
WHEREAS, the Plan.was adopted fo the urban renewal area shown on Exhibit A and
legally described on Exhibit B ("Project Area" X and
WHEREAS, a copy of the Urban R
Agreement has been recorded among the land
County, Iowa; and
WHEREAS, such Urban Renewal Plan
opportunities as and when they may appear; and
Plan as constituted on the date of this
in the office of the Recorder of Johnson
the City to respond to development
WHEREAS, the Redeveloper responded t the City's request for proposals for
development of the Project Area with a proposal for a ix of residential, commercial and hotel
uses to be tentatively known as The Rise at Riverfront ossings (hereinafter, "the Project"); and
WHEREAS, the City has determined the Project, as further described in Exhibit C
"Minimum Improvements and Uses", on property legally described on Exhibit D hereto
(hereinafter "the Property" or the "Redevelopment Property"), is consistent with and authorized
by the Urban Renewal Plan and all applicable State and federal laws, including but not limited to
Iowa Code Chapters 15A and 403; and
DRAFT Tuesday, June 16, 2015
WHEREAS, the Redeveloper is willing to develop or cause the Property to be developed
for and in accordance with the uses specified in the Urban Renewal Plan and in accordance with
this Agreement by constructing the Project and incorporating the uses outlined in this
Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual obligations of the
parties hereto, each of them does hereby covenant and agree with the other as follows:
PART
Section 1. Construction and Uses.
(a) Minimum ,Improvements. The Redev oper's construction on the Redevelopment
Property will consist of a' ixed-use structure descried more fully on Exhibit D attached hereto
and incorporated herein by, reference ("Minimuq Improvements"). The Redeveloper hereby
commits to a project that includes an approximate Otal of $74,000,000 in construction costs.
(b) Affordable Housi4 . Developer kgrees to rent 10% of the residential units as
one -bedroom units at rates equal o or less Mian the HOME Fair Market Rent established
annually by HUD for households un&r 80% of area median income as defined below. Rental
applications for these units shall inclu the applicant's household income and household size
and Developer shall verify that the unit are �ccupied by households with incomes at or less
than 80% of median family income asal'ulated under the HUD Part 5 Annual Income
definition for that household (24 CFR 5.609). aid units shall be leased by such income -qualified
tenants as described above for an average of 11`months per calendar year. (Currently, 80% of the
HUD -established Area Median Income is $44,5501 for a 1 -person household and $50,900 for a 2 -
person household and the HOME Fair Market Reiit is $668 per month for a 1 bedroom). If the
HOME Fair Market Rent is adjusted by HUD during ,the rental term (typically one year) for the
reduced rent unit, the rent need not be changed for the duration of the current lease. If at any time
HUD adjusts the fair market rents lower than the rents identified in this Agreement, the
Developer is not required to decrease the rent below the rents identified in this Agreement. The
units need not be "fixed", but rather, can be "floating" such that at any one time during at least
11 months of every year there are income -eligible tenants occupying 10% of the residential units.
The Developer shall submit annually to the City an annual tenant housing report which, at a
minimum, includes statistics relating to: the households being assisted by unit, household size,
income, lease dates and rents. Income documentation must be attached to the report for the
assisted households. Said affordable units shall not be segregated from the remaining units.
However, income eligible tenants may opt to live in, and shall get first,,preference for, floor(s)
reserved for "quiet housing". "Quiet housing" is defined as a reserved section of the building
(such as a floor) where the residents agree to be respectful of noise and establish quiet hours.
_In addition to providing /affordable housing on site, Redeveloper shall make a
contribution twAhe City for affordable housing in the amount of $1,000,000. Said contribution
all 10 mer i t the closing of the sale of the Property as set forth in Section 3 of this
reel&nt. ,� purposes for which said contribution are spent shall be determined solely by
ty.
$AFT;Resdtagne 16, 2015 4
ea
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i
Section 2. Representations and Warranties of Redeveloper. The Recpesmaks
the following representations and warranties: -v
.40 0
(a) The Redeveloper is a limited liability company, duly organized u "r e Yaws of
the State of Delaware, has a Certificate of Authority to transact business in the Stade of loo, and
has power to enter into this Agreement and to perform its obligations hereunder, ' d is not in
violation of -any provisions of its articles of organization, operating agree m t, any other
agreement or the laws of the State of Iowa.
(b) The Redeveloper h s thefull power and authority to execute is Agreement and
this Agreement shall constitute t legal, valid and binding obligation the Redeveloper in
accordance with its terms, and theconsent of no other party is require for the execution and
delivery of this Agreement by t Redeveloper or the consu tion of the transaction
contemplated hereby.
(c) The making and perfo ance of this Ag/Reveloper,
by the Redeveloper and the
execution and delivery of the documen s to be delivereRedeveloper pursuant hereto,
have been duly authorized by all necess action of the and this Agreement and
such documents will be valid and bin ing obligationRedeveloper enforceable in
accordance with their terms.
(d) The Redeveloper will cause the
operated and maintained in accordance with he
Plan, and all local, state and federal laws n
environmental, zoning, energy conservation,
regulations), except for minor variances nec s
contained in any Construction Plans (as defi d ii
Mi mum Improvements to be constructed,
to s of this Agreement, the Urban Renewal
regulations (including, but not limited to,
uilding code and public health laws and
ry to construct the Minimum Improvements
Section 301 hereof) approved by the City.
(e) The Redeveloper will us commerc ally reasonable efforts to obtain, or cause to
be obtained, in a timely manner, all r fired permit , licenses and approvals, and will meet, in a
timely manner, all requirements of applicable to al, state, and federal laws and regulations
which must be obtained or met be e the Minimum provements maybe lawfully constructed.
The Redeveloper's Architect wil ork with the City staff Design Review Committee on the
final designs of the project. The Design Review ommittee will ultimately approve or
disapprove the exterior des' of the building. s agreement is contingent on the
Redeveloper's Architect an the City's staff Design Rev w Committee reaching agreement on
the exterior design of the uilding. If the final exterior sign substantially deviates from the
concept plan shown in E bit D-1, it shall be subject to ap oval by Council.
(f) The R developer will use commercially reaso able efforts to obtain, or cause to
be obtained, permi on from the United States Federal A 'ation Administration (FAA) to
construct the Mi um Improvements, which shall be a co ition precedent to the City's
conveyance of Ae property to Developer and to the Develop 's obligation to acquire the
property from eveloper and develop the property as set forth herei .
The execution and delivery of this Agreement, the consummation of the
contemplated hereby, and the fulfillment of or compliance with the terms and
DRAFT Tuesday, June 16, 2015 5
conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a
breach of the terms, conditions or provisions of any contractual restriction, evidence of
indebtedness, agreement or instrument of whatever nature to which the Redeveloper is now a
party or by which it is bound, nor do they constitute a default under any of the foregoing.
(h) The Redeveloper will spendnough in construction of the Minimum
Improvements, when combined with the valoft e Property and related site improvements, to
equal or exceed the Assessor's Minimum A,41 l U lue set forth in Section 7 of this Agreement.
The Redeveloper estimates that the Assess is tal
imum Actual Value set forth in Section 7 of
this Agreement is a reasonable estimate of he ac value for ad valorem tax purposes.
(i) The Redeveloper shall roced with due diligence to obtain construction
finance commitments, which commi ents' shall be sufficient to enable the Redeveloper to
success y complete the Minimum provements as contemplated in this Agreement. Receipt
of all financ' g commitments necessar for the construction of the Minimum Improvements shall
be a condition closing on the sale ofd he Property from City to Redeveloper.
0) The $
parking, trash remoN
the construction and
written construction
Redeveloper will coordinate,,,
Public Works Director. In the
easements or licenses on 1
construction, the Redeveloper
reasonably cooperate with the
Section 3
a. Purchase Price.
;r will cooperate fully with the City in resolution of any traffic,
safety or any other problems which may arise in connection with
of the Minimum Improvements. The Redeveloper shall submit a
ent plan to the Director of Public Works for his approval. The
tagingi for construction of the Minimum Improvements with the
ent closure of City streets, crane over -swing easements, or other
'it property are necessary or commercially reasonable for
shall btain such property rights from the City and the City shall
Zedeve er to provide the same.
of Prope%ty from Citv to Redeveloper.
Subject to the terms, covenants, and condition of this Redevelopment Agreement, the
City will sell the Property described on Exhibit C heret o Redeveloper for, and the
Redeveloper will purchase from the City and pay therefor Ne amount of $5,500,000 ("Purchase
Price") together with all City's right, title and interest in all b ildings and improvements, if any,
located on the described real estate, and under any easement an servitudes for the benefit of
Redeveloper, free and clear of all liens, encumbrances, reservatio s, an,
and
modifications, except for the "permitted exceptions", as defined be w. Thereafter, Redeveloper
agrees to complete the Minimum Improvements and receive a certific to of completion from
City as set forth in Section 306 of this Agreement on or before August 1, 2018, or as extended
pursuant to the terms hereof The Redeveloper shall cause the City to be'a dual obligee on any
payrdnt an erformance Mond provided to any lender of Redeveloper solely for completion of
ithe *Rni provements. If no such payment and performance bond is required by
77romp
ed to y" -lender or otherwise obtained by Redeveloper , and if Redeveloper fails to
' -4e tL�!bnstruction of the, Minimum Improvements and receive a certificate of completion
erefore 41ordance with the requirements of this section, then City, its heirs and assigns,
—"Shall, AjloRedeveloper's failure to cure such failure to construct the Minimum
W-2 —
DRAFT;Tuesday, June 16, 2015
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C."
Improvements and receive a certificate of completion within 180days after writ ti=therea4a
have the right to re-enter the premises at its option and, upon exercise of such rigv,-
title and interest of grantee in the above-described premises shall cease and revei�l almediatebm
City, its heirs and assigns. If the City is an obligee under a payment and perforti% bid, th
right \"pe
shall not apply. a W
erty shall be conveyed with good, clear, merchantable tle, subjH to the
followtted exceptions":
1.Zoning aN building laws and ordinances;
2. Covenants, restrictions, reservations and easement of record approved by
Redeveloper; and
3. Restrictions im sed by this Agreement.
Said Purchase Price sh 11 be payable as follows: $250,000 (the "Earnest Money") upon
the signing of this Agreement w h the balance payable in fYilI at the time of closing and transfer
of possession.
b. Form of Deed/Rip-ht of Re rsion.
The City shall convey to the IXdeveloper title to the Property by Warranty Deed
("Deed") subject to a right of reversion inity solely as set forth in Section 3(a) hereof in the
event construction of the Minimum Improve ents and recording of a certificate of completion
pursuant to Section 306 of this Agreement do not occur on or before August 31, 2018, in the
form attached hereto as Exhibit F. Such con yance and title shall be, in addition to all
conditions, covenants and restrictions set forth referred to elsewhere in this Agreement,
subject to all conditions, covenants and restrictions s forth in the Urban Renewal Plan.
The parties agree that said right of reversion as s forth in Section 3(a) hereof City is for
the purpose of providing security for the performance f the Redeveloper's obligations to
construct the Minimum Improvements and that said right of version shall be extinguished upon
the recording of a Certificate of Completion pursuant to Sectio 306 of this Agreement.
c. Recordation of Deed.:'
The Redeveloper shall promptly file the Deed for recordati among the land records in
the office of the Johnson County, Iowa Recorder. The Redevelop shall pay all costs for so
recording the Deed and Memorandum of this Agreement as shown in xhibit J attached hereto.
4"
The City, at its 'expense, shall provide an Abstract of Title on the subject property
continued through the ate of this Agreement, for examination by the Redeveloper. The City
shall deliver said Abs act to Redeveloper within 30 calendar days of the date of this Agreement,
after which the Re eveloper shall have 30 calendar days to examine same and issue a
preliminary title opinion. The Abstract shall become the property of the Redeveloper at the time
of delivery of the Deed for the parcel, and such Abstract shall show good and merchantable title
DRAFT Tuesday, June 16, 2015
;
the City ij�aformity with this Agreement, Iowa law and the title standards of the Iowa -Bir A6cia4r6 and shall show title free and clear of all taxes, encumbrances, easements,
'MenaS, &P;tations and restrictions, except as otherwise agreed to herein, which shall be
bject"M al51%al of Redeveloper after examination of the abstract of title and review of the
specific,rms d any easements and restrictions, including, but not limited to, zoning ordinances,
existing easements, restrictions or reservations, including, but not limited to, those established by
the Urban Renewal Plan. After examination of the Abstract, the Abstract shall be held by the
City until delivery of the Deed to the Redeveloper for the subject parcel. Redeveloper, at its sole
cost and expense, may obtain an owner's' nd/or lender's title insurance policy, and the City shall
reasonably cooperate with Redeveloper amay be necessary to obtain such title insurance policy.
e. Condition of the propertyI Redeveloper is purchasing the Real Estate and
imrrovements thereon in their present c indition with no warranties or representations from City
rega�dipg the condition of the propertyl or improvements thereon. Any demolition of structures
currently existing on the premises shall be the responsibility of Redeveloper, but the City shall
reimburse Redeveloper for fifty perdent (50%) of the cost thereof. Prior to Closing, the
Redeveloper, at ' sexpense, shall have the right to conduct such investigations, inspections and
inventories of the perty as it deems?reasonable or necessary prior to closing. The City hereby
grants the Redevelope , its officers, agents, employees and independent contractors, the right to
enter upon the Property a asonable Mmes upon reasonable notice, oral or written, from time to
time after the date of this Agr ment f ` r the purposes of investigating, inspecting and performing
inventories of the Property and"
nd determine if there are any structural, mechanical, plumbing,
electrical, or environmental ha--%- ncluding hazardous materials, substances, conditions, or
waste. Redeveloper may notify City1 writing of any such hazards. Failure to do so shall be
deemed a waiver of Redeveloper's fins ction rights. Redeveloper shall indemnify and hold
harmless City from and against any! and 1 expenses, claims, or losses arising from or in
connection with any activities of Reddveloper, its officers, agents, employees, or contractors on
the Property prior to the Closing Date; including ithout limitation, any attorney's fees or court
costs occasioned by such claims. In t4 event of an claim or demand by Redeveloper to cure a
hazardous condition discovered as a re6sult of inspectio s, City shall declare and commence one
of the following options: (a) curing the hazardous con ' ion, (b) amending this agreement by
giving Redeveloper a credit for the cost. of curing the deficie cy, or (c) canceling this agreement.
If, prior to the Closing Date, City does not promptly cure al uch hazardous deficiencies in a
manner mutually agreeable to the Redeveloper and City, then edeveloper may declare this
agreement null and void.
Y
f. Insurance. City shall maintain and keep in force and effect al xisting property and
liability insurance until the Closing Dateand delivery of possession.
g. Taxes. As City owned property the property is exempt from real est taxes, and
therefore, no tax proration at closing is necessary. \`
t
h. Time and Place for Closing ` nd Delivery of Deed. If the conditions precedent to
closing set forth in Section 6 have been 6airisfied, the City shall deliver the Deed and possession
of the Development Property to the Redeveloper on or before October 1, 2015, or on such other
date as the parties hereto may mutually agree in writing (the "Closing Date"); provided,
however, that in the event the conditions precedent to closing have not been satisfied, either the
DRAFT Tuesday, June 16, 2015 8
0
a%
City or Redeveloper may terminate this Agreement or waive or extend the %r saiisfadti6�i
of such conditions precedent. Conveyance of the Deed shall be made at the. prix}1 office o
City on the Closing Date and the Redeveloper shall accept such conveyance aV pay the City
at such time and place the Purchase Price in immediately available funds. %m
Section 4. Time for Certain Actions.
a. Progress Re rts and Time for Submission of Constdiction Plans. Redeveloper will
keep the City informed garding the status of the project y responding to inquiries from
representatives of the City d furnishing progress reports a reasonably requested, but not less
than quarterly during con truction. Redeveloper agree to provide to the City design
development drawings showi preliminary floor plans, levations and related information no
later than 60 calendar days afte the date of this Agreem t. No formal response will be required
from the City to these design de elopment drawings. e City, however, will alert Redeveloper
of any known code violations or other design
Construction Plans. The time wit which the
Plans to the City in any event, purs ai
days from the date of this Agreemen
days from the date of this Agreement
the date of this Agreement for the final
each phased submittal, the City shall
for corrections to said Construction P
days shall be deemed the City's appr
consented to an extension in writin
City's review of said Constructio
applicable codes and any additi al
Agreement.
b. Time for
Paragraph (c) of this c
corrected Construction
calendar days after the
rejection and recomme
such notice.
c. Maxum:
shall use commerc.
reasonably believes
to
u that would impact the acceptance of the
eveloper shall submit its initial Construction
III hereof, shall be as follows: 1) 90 calendar
for site eparation and foundation work; 2) 120 calendar
or the tructure and shell; and 3)180 calendar days from
11 ilding permit drawings. Within 30 calendar days of
re i and approve or reject and make recommendations
1 The City's failure to so respond within 30 calendar
0 1 f said construction plans unless the Redeveloper has
whi h consent shall not be unreasonably withheld. The
Plans shall be based on the Urban Renewal Plan, all
requi ments imposed on the Redeveloper under this
mi ion of CorrecteV Construction Plans. Except as provided in
on/the time within w ch the Redeveloper shall submit any new or
as provided for i'
n ction 301 shall be not later than thirty (30)
the Redeveloper receiv swritten notice from the City of the City's
ions for corrections to the Construction Plans referred to in the latest
reasonable efforts to submit
arm to the requirements of Si
approval by the Oty not later than sixty (60) calendar d
receives written #Iotice from the City of the City's first
corrections to thqf original Construction Plans submitted to it
ns. In any event, the Redeveloper
truction Plans which Redeveloper
301 hereof and are appropriate for
s after the date the Redeveloper
V ection and recommendations for
'y he Redeveloper.
d. T' for Cit Action on Chane in Construction Pla
City may re1ieany change in the Construction Plans, as provided ii
thirty (30) ca ndar days after the date of the City's receipt of notice
DRAFT Tuesday, June 16, 2015
The time within which the
Section 301 hereof, shall be
,f such change.
e. Time for Submission of Evidence of Financing Ability. As conditions to the closing
of the sale of the Redevelopment Property pursuant to Section 2(i) of this Agreement, the
Redeveloper shall submit to the City evidence satisfactory to the City that the Redeveloper has
the financial ability and commitments for construction and mortgage financing necessary for
construction of the Minimum Improvements.
Section 5. T
The construction of the Projec and Minimum Improvements shall commence no later
than November 1, 2015, and shall be completed on or before August 31, 2018 or as extended
pursuant to Section 305 hereof.
Section 6. Conditions Prekedent to Conveyance of
The City's obligation to con ey title and possession of the Property to the Redeveloper
on the Closing Date, and Redevelop is obligation to pay the purchase price and accept title and
possession of the Property on the losing Date shall be subject to satisfaction of the following
conations precedent:
(a) T Redeveloper and tht City shall be in material compliance with all of the terms
and pr isions of this A eement;
(b) The Redevelop shall hve furnished the City with evidence in a form satisfactory to
the City of the acq do of performance and payment bonds for the Project;
(c) Execution of the MinimVIRAssessment Agreement, pursuant to Section 7 of this
Agreement and Consent 4 Li olders required therein;
(d) Receipt of an opinion or `pinions of�counsel to Redeveloper including the substance
of the opinions set forth in►the form attached hereto as Exhibit K;
(e) Agreement of the Redeveloper's Architect 'hiid the City's staff Design Review
Committee on the exterior.i. design of the building ursuant to Section 2(e) of this
Agreement;
(f) Execution and recording of; the Memorandum of Agreeme in the form attached
hereto as Exhibit J.
_,_.(g) Proof satisfactory to City that Redeveloper has obtained constructs financing
conitments sufficient to enable the Redeveloper to successfully com to the
mum Improvements as contemplated in this Agreement.
�h) oval by the City Council of the height bonuses available under the Riverfront
L9r&s�ings form -based zoning; code that are necessary to complete the minimum
..� vements.
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FAA approval of the minimur4nprovements.
DRAFT Tuesday, June 16, 2015 10
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oil
*`P C
(j) Vacation of that portion of the Harrison Street Right of Way included 1 e- Toper
?=
to be conveyed
C r1n -v
If either party terminates this Agreement as a result of the failure of any conditi mteCcTent tCJ
the closing obligations set forth in this Agreement, the Earnest Moneysh l beOFde8io the
Redeveloper. � sa
Section 7.
Redeveloper agrees o enter into a Minimum Assess ent Agreement in a form in
substantial compliance with Exhibit E attached hereto, in ord to establish a Minimum Actual
Value for the land and Minimun Improvements for this Pro' ct.
The Redeveloper acknowledges andagrees t t it will pay when due all taxes and
assessments, general or special, �ind all other char s whatsoever levied upon or assessed or
placed against the Property and M\nimum Improve ents thereon and further agrees with respect
to all the Property, that:
(a) it will not seek adm nis
statute determined by any official to N
owners of condominium units sold, r
defense in any proceedings, including
(b) it will not seek a ms
tax statute determined by any offi al to
owners of condominium units s d, or i
defense in any proceedings, inc ding de
or judicial review of the applicability of any tax
-able to the Property or the Redeveloper, or the
the inapplicability of any such tax statute as a
it tax proceedings; that
ive or judicial review of the constitutionality of any
applicable to the Property or the Redeveloper or the
the unconstitutionality of any such tax statute as a
went tax proceedings; and
(c) it will not c se a reduction IP
taxes are paid with respe t to the Project,
consistent with the Mini um Improvements an
$40,000,000 after takin into consideration any
the taxable value of t Property as of January 1
(i) f willful destruction of the
the taxable valuation upon which real property
hich consists of a multi -use structure generally
Uses shown on Exhibit D, below the amount of
tctors such as "roll -backs" which would reduce
19 ("Minimum Actual Value") through:
, or any part thereof;
(i) a request to the City Assessor o Iowa City, Iowa to reduce the Minimum
Actual �alue of the Property;
ofAe,'(iii) an appeal to the Board of Review o the City of Iowa City or to the Board
view of Johnson County to reduce the Minim Actual Value of the Property;
(iv) a petition to the Board of Review of the tate of Iowa or to the Director of
Revenue and Finance of the State of Iowa to reduce th6, Minimum Actual Value of the
Property below the amount noted above;
DRAFT Tuesday, June 16, 2015 11
y) an action in any District Court of the State of Iowa seeking a reduction in
`the Tum Actual Value of the Property below the amount noted above;
LL
U131 LVi) an application to the Director of Revenue and Finance of the State of Iowa
requesting an abatement of real property taxes pursuant to any present or future statute or
ordinance; or
(vii) any other proceedings, wh her administrative, legal or equitable, with any
administrative body within the City of Io a City, Johnson County, or the State of Iowa or
within any court of the State of Iowa or he federal government.
(d) it shall not, prior to Decei
to become other than taxable property; to
Val4 noted above; to be owned by a u
value �, taxable property of such entity
entirety; to be owned by any entity havin
tax on the Property pursuant to any preser
(e) it is bound by the app]
Exhibit E, fixing the Minimum Actual V
City as set forth herein and said Minim
and be binding upon the Redevelo is
the City a title opinion showing all 'e
Minimum Assessment Agreement.
I31, 2022, cause or voluntarily permit the Property
taxable at an amount less than the Minimum Actual
ny or any other entity of a type where the assessed
ot treated as located within the Project Area in its
tax exempt status; or apply for a deferral of property
or future statute or ordinance.
ble Minimum Assessment Agreement attached as
of the Property as approved by the Assessor and the
Assessment Agreement shall inure to the benefit of
cessors in interest. The Redeveloper shall provide to
elders. and all such lienholders shall consent to the
The Redeveloper contemplates at th rcject will consist of condominium units and
agrees that at the time of the execution f the dec ation required by Chapter 499B Horizontal
Property (Condominiums) of the Code of Iowa, an atta ent to the declaration will be executed
by the Redeveloper, the City and the Ciy Assessor alloc ng a portion of the Minimum Actual
Value to each unit.
On December 31, 2022, theinimum Actual Values=nhall
in established and the
restrictions of this Section 7 shall be of o further force and effect no longer encumber
the Property, and the Minimum Asses
The Minimum Assessment Agr(
provided in Iowa Code Section 403.6
Johnson County Recorder, and suc
encumbrancer or purchaser of the Prop
and such Minimum Assessment Agree
against any such subsequent purchase
Mortgage.
Section 8.
Agreement shall terminate.
cnent shall be certified by the Assessor for the City as
9) and shall be filed for record in the office of the
filing shall constitute notice to any subsequent
ty (or part thereof), whether voluntary or involuntary,
lent shall be binding and enforceable in its entirety
or encumbrancer, including the holder of any First
DRAFT Tuesday, June 16, 2015 12
A notice, demand or other communication under this Agreement by either party to the
other shall be sufficiently given or delivered if it is dispatched by registered or certified mail,
postage prepaid, return receipt requested, or delivered personally, and
(a) In the case of the Redeveloper, is addressed to or delivered personally to
the Redeveloper at 161 N. Clark St., suite 4900, Chicago, IL 60601 Attn: Thomas M.
Scott with a copy to Polsinelli PC, 161 N. Clark St., Suite 4200, Chicago, IL 60601 Attn:
Eric G. Greenfield & Patrick J. Elder; and
(b) In the case of the City, is addressed to or delivered personally to the City
Manager at C\11-1'y"
ity Hall, 410 E. Washington St, Iowa City, Iowa, 52240, or
at such of
time designate in
Section 9.
address with respect to either party as that j44rty may from time to
iting and forward to the other as provided i this Section.
The Agreement may be
one and the same instrument.
ARTICLE IL RI
Section 201. Right of Entry for
public utility company, as may be appro]
reasonable times upon reasonable notice
repairing, or servicing the following pub
storm sewer; b. water; and c. electricity%
Section 202. Rede
shall not construct any bi
boundary lines of any ease
such easement or has been
by the Redeveloper, the C
withheld unreasonably.
costs of such relocation.
0
in multiple counte s, each of whic ball Lfihstit
PART o"'
M
OF CESS TO PROPERTY
Service. The City reserves for itself, and)any
the right to enter upon the Property at all
he purpose of reconstructing, maintaining,
klities located within the Property boundary lines: a.
ildin or other struc a or
Fsrh
forpublic utilities unleved by the City. If p
all use its best efforts c
relocation of such utilities
r Utility Easements. The Redeveloper
improvement on, over, or within the
;s such construction is provided for in
oval for such construction is requested
assure that such approval shall not be
reasonable, Redeveloper shall pay all
Section 203. Access to Property. The Redevelop shall permit the representatives of
the City access to�tlncluding,
Property at all reasonable times which deems necessary for the purposes
of this Agre/all
but not limited to, inspection f all work being performed in
connection whe construction of the Minimum Improveme ts. No compensation shall be
payable nor sany charge be made in any form by any party fo .the access provided for in this
Section.
ARTICLE III. CONSTRUCTION PLANS; CONSTRUCTION OF
IMPROVEMENTS; CERTIFICATE OF COMPLETION
DRAFT Tuesday, June 16, 2015 13
Section 301. Plans for Construction of Improvements. Plans and specifications with
respect to redevelopment of the Property and the construction of certain improvements thereon,
to consist of the Minimum Improvements shown on Exhibit D and as outlined in Section 1, Part I
above, shall be in conformity ,�1th the Urban Renewal Plan and this Agreement, and all
applicable federal, State and local 1 ws and regulations. As promptly as possible after the date of
this Agreement, and, in any even no later than the time specified therefore in Paragraph (a),
Section 4 of Part I hereof, the Redeveloper shall submit to the City, for approval by the City
Departments of Neighborhood End Development Services and Public Works, or their
designee(s), plans, drawings, specifications, and related documents, and the proposed
const .ti
schedule in sufficient completeness and detail to show that such Minimum
Improv rents and construction th reof will be in accordance with the provisions of the Urban
Renewal Flan, this Agreement, a all applicable codes. Said plans, drawings, specifications,
related documents, and progress sc edule, together with any and all changes therein approved in
writing by the City in accordance with Section 302 hereof, are, except as otherwise clearly
indicated by the context, are colle tively defined as "Construction Plans" with respect to the
Minimum Improvemen to be cons cted. The City shall, if the Construction Plans conform to
the provisions of the Urb Renewa Plan, this Agreement, and all applicable codes, approve in
writing such Construction ns and o further filing by the Redeveloper or approval by the City
thereof shall be required exce with respect to any material change. The City will then, upon
appropriate showing of complia e ith the requirements of the previous sentence, issue the
appropriate building permit(s).
Failure by the City to identify alc'�
relieve the Redeveloper from any obligat
Construction Plans shall, in any event, be
the City, in whole or in part, setting forth i
time specified in Part 1, Section 4 hereto.
or in part as not being in conformity wi
applicable codes, the Redeveloper shall sut
conformity with the Urban Renewal Plan,
time specified in Paragraph (b), Section 4 l
the rejection.
e deficiency during plan review does not, however,
comply with all applicable code provisions. Such
eme approved unless rejection thereof in writing by
detail t reasons therefore, shall be made within the
f the City`V rejects the Construction Plans in whole
the Urban , enewal Plan, this Agreement, or all
"t new or corrected Construction Plans which are in
. s Agreement, arid. all applicable codes within the
;re f, after written no't' cation to the Redeveloper of
The provisions of this Section relating, to approval, rejection, d resubmission of
corrected Construction Plans herein above providVd with respect to the Cons ction Plans shall
continue to apply until the Construction Plans havk been approved by the City: Novided, that in
any event the Redeveloper shall submit Construc on Plans which are in conformity with the
requirements of the Urban Renewal Plan for the Project, this Agreement and all applicable codes,
as deternnned h4the City, no later than the time sp ified therefore in Paragraph c, Section 4 of
Lart I hereof„�11 work with respect to the Mi mum Improvements to be constructed or
vide�yedeveloper on the Property shall e in conformity with the Construction Plans
pproved+te City. The term Minimum Improvements, as used in this Agreement, shall be
„ med`� hjyrreference to the Minimum Improvements as provided and specified in the
*emstrucliontHwAs as so approved and incorporated herein by Exhibit D.LL
0
N
DRAFT Tuesday, June 16, 2015 14
Approval of the Construction Plans by the City shall not relieve any obligation to comply
with the terms and provisions of this Agreement, or the provision of applicable federal, State and
local laws, ordinances and regulations, nor shall approval of the Construction Plans by the City
be deemed to constitute a waiver of any Event of Default. Approval of Construction Plans
hereunder is solely for purposes of this Agreement, and shall not constitute approval for any
other City purpose norsu sect the City to any liability for the Minimum Improvements as
constructed. i
Section 302. Ithereof
in Construction Plans. If the Redevelope desires to make any
substantial change in struction Plans after their approval by th City, the Redeveloper
shall submit the proh ge to the City for its approval. If e Construction Plans, as
modified by the proch ge, conform to the requirements Section 301 hereof with
respect to such prevapp oved Construction Plans, the Ci shall approve the proposed
change and notify thelo er in writing of its approval. uch change in the Construction
Plans shall, in any evdee d approved by the City unl ss rejection thereof, in whole or in
part, by written noticf by he City to the Redevelo r, setting forth in detail the reasons
therefore, shall be min the period specified there re in Paragraph d, Section 4 of Part I
hereof.
Section 303. Reserved.
Section 304. Commencement and om letion of Construction of Minimum
Improvements. The Redeveloper agre for ' elf, and shall encumber the property to bind its
successors and assigns, and every succ so in interest to the Property, or any part thereof, and
each deed or other conveyance made Redeveloper prior to completion of the Minimum
Improvements shall contain covenants n the part of the Redeveloper for itself and such
successors and assigns, that the Rede el er, and such successors and assigns, shall promptly
begin and diligently prosecute to c ple 'on the redevelopment of the Property through the
construction of the Minimum Imp oveme s thereon, and that such construction shall in any
event begin within the period spe feed in Se tion 5 of Part I hereof and be completed within the
period specified in such Section . It is inten ed and agreed, and each deed or other conveyance
of the Property or any portio thereof shall expressly provide, that the construction of the
Minimum Improvements sh be covenants ing with the land and they shall, in any event,
and without regard to tec cal classification or esignation, legal or otherwise, and except only
as otherwise specifically ovided in this Agree -mm nt itself, be, to the fullest extent permitted by
law and equity, bindin for the benefit of the co unity and the City and enforceable by the
City against the Rede eloper and its successors assigns to or of the Property or any part
thereof or any inte st therein, provided that the ity shall have the right to modify this
agreement on beha of the community and the City.
Section 5. Notice of Delays. Until construct
been complet , the Redeveloper shall give prompt noti
developme which would materially affect or delay
includingAny delay by the City in issuing any necess
notification, and subject to agreement by the City as to m
control, the completion date will be extended accordingly.
DRAFT Tuesday, June 16, 2015 15
of the Minimum Improvements has
in writing to the City of any adverse
e completion of such conguction,
permits or appro s. UVm such
t s within Redevel r�ponab"1
45A w
W
ko
6,7Sedv9306. Certificate of Completion.
UJ c�"
(a) -&Promptly after substantial completion of the Minimum Improvements in
.*cor*ce>ua those provisions of this Agreement relating solely to the obligations of the
Lk
-- Redev�op�CWC construct the Minimum Improvements (including the dates for beginning and
omplunon *of), the City will furnish the Redeveloper with an appropriate instrument so
certify& in tfie form attached hereto as Exhibit "G". Such certification by the City shall be a
conclude determination of satisfaction and termination of the agreements and covenants in this
Agreement and in the deed with respect to the obligations of the Redeveloper, and its successors
and assigns, to construct the Minimum Improvements and the dates or the beginning and
completion thereof. Such certification and such determination shall of constitute evidence of
compliance with or satis ction of any obligation of the Red eloper to any holder of a
mortgage, or any insurer f a mortgage, securing money 1 ned to finance the Minimum
Improvements, or any part t ereof.
(b) The certificate n provided for in this Se ion 306 shall be in such form as will
enable it to be recorded in thk proper office for they6cordation of deeds and other instruments
pertaining to the Property. f the City shall r se or fail to provide any certification in
accordance with the provision of this Section e City shall within thirty (30) calendar days
after written request by the R d
indicating in adequate detail i
Minimum Improvements in accor
default, and what measures or
Redeveloper to take or perform in
such certificate within said thirty d
may record certificate of com
furnished by the City.
eveloper, p vide the Redeveloper with a written statement
what res ects the Redeveloper has failed to complete the
ance w' h the provisions of this Agreement, or is otherwise in
a is ill be necessary, in the opinion of the City, for the
er to obtain such certification. If the City fails to provide
eriod or indicate the reasons for such refusal, Redeveloper
etio on its own behalf which shall be binding as though
ARTICLE V. RESTRH( IONS UPON USE OF PROPERTY
Section 401. estrictions on Use. \ he Redeveloper agrees for itself, its successors and
assigns, that each eed or other conveya e shall contain covenants on the part of the
Redeveloper for it If, such successors and as 'gns, that the Redeveloper and such successors
and assigns, shall.
(a) evote the Property only to, an\Sect
ordance with, the uses specified in the
Urban Rene al Plan and the uses specified in 1, Part I of the Agreement, including
Exhibit D; and
(b) Not discriminate upon the basis of age, ace, creed, color, disability, gender
identity, marital status, sex, sexual orientation, religion, n ional origin, familial status, or the
presence or absence of dependents or public assistance sour e of income in the sale, lease, or
rental or in the use or occupancy of the Property or any Minimu Improvements erected or to be
erected thereon, or any part thereof.
Section 402. Covenants; Binding Upon Successors in Inte4est; Period of Duration. It is
intended and agreed, and each deed or other conveyance shall so expressly provide, that the
DRAFT Tuesday, June 16, 2015 16
ra
agreements and covenants provided in Section 401 hereof (the "Covenants") sh411 be cO�enants
running with the land until completion of the improvements, except that t ov�ons .a
Section 7 shall continue until December 31, 2022, and the requirements of S nn %) shale
continue as set forth below in this Section 402 (collectively, the "Survival ''dFiodf). T e-
Covenants shall, in any event, and without regard to technical classification or
or otherwise, and except only as otherwise specifically provided in this Agree bjiindi
for the respective Survival Periods, to the fullest extent permitted by la an it3&,
benefit and in favor o and enforceable by, the City, its successors nd assigns, ,ltd any
successor in interest to th Property, or any part thereof, against the Re eveloper, its stt&essors
and assigns, and any party possession or occupancy of the Prope or any part thereof. It is
further intended and agreed at the agreements and covenants pro ded in Section 1(b) hereof
shall remain in effect for an ' 'tial twenty-one year period an successive twenty-one year
periods in accordance with Iowa ode Section 614.24 (2015), as provided by an amendment
thereto regarding the statute of imitations regarding the nforcement of use restrictions.
Provided, That the Covenants sha be binding on the R eveloper itself, each successor in
interest to the Property, and every art thereof, and ea party in possession or occupancy,
respectively, only for such period as s ch successor or y shall have title to, or an interest in,
or possession or occupancy of the operty or an part thereof if not sooner expired in
accordance with the respective Survival riods. Th erms "uses specified in the Urban Renewal
Plan" and "land use" referring to the prov ions of e Urban Renewal Plan, or similar language,
in this Agreement shall include the land d a building, housing, and other requirements or
restrictions of the Urban Renewal Plan perta i g to such land.
Section 403. City Rights To Enforc d Modi . In amplification, and not in restriction,
of the provisions of the preceding Sec on, is intended and agreed that the City and its
successors shall be deemed beneficiarie o'f the ovenants , both for and in its own right and also
for the purposes of protecting the inte sts of the ommunity and other parties, public or private,
in whose favor or for whose benefit uch Covena is have been provided. Such Covenants shall
(and each deed shall so state) run' favor of the 'ty for the respective Survival Periods, during
which time such Covenants shall a in force and e ct, without regard to whether the City has at
anytime been, remains, or is a owner of any land o interest thereinto or in favor of which such
Covenants relate. The City all have the right in he event of any breach of any Covenant
during the respective Survi 1 Periods to exercise all he rights and remedies, and to maintain
any actions or suits at law r in equity or other proper oceedings to enforce the curing of such
breach of Covenant, to w 'ch it or any other beneficiarie of such Covenant may be entitled, and
shall be entitled to reco er, in addition to its court costs, reasonable attorney's fee to be fixed
by the court, and suc recovery shall include court costs d attorney's fees on appeal, if any.
Further, the City s 11 hold all right and authority to a ee to or provide any amendment,
modification, waiv r, termination or release of the Coven nts on behalf of itself and other
parties, public or rivate, which are beneficiaries thereof (oth than Redeveloper, its successors
and assigns).
Sect' n 404. Office Component. Redeveloper shall use c mmercially reasonable efforts
for a periof fourteen (14) months following the land closing d e to obtain tenants for all of
the office space included in the Minimum Improvements. Commercially reasonable efforts shall
include offering the office space for rent or lease to prospective office tenants at market rates and
terms. In the event that Redeveloper is unable to enter into a rental or lease agreement for all or
DRAFT Tuesday, June 16, 2015 17
any portion of the office space within said 14 month period, the Redeveloper may convert any
office space which is not subject to such a lease to such other uses as may be approved by the
City. The City's approval shall not be unreasonably withheld.
ARTICLE V. PROHIBITIONS AGAINST ASSIGNMENT, TRANSFER
Section 501. Representation as to Redevelopment. The Redeveloper represents and
agrees that its undertakings pursuant to this Agreement are an will be used for the purpose of
redevelopment of the Property and not for speculation in land olding. The Redeveloper further
recognizes:
(a) the ' portance of the redevelopment of the roperty to the general welfare of the
community; and
(b) the fact that y act or transaction invo
the ownership or with respe to the identity of the I
degree thereof, is for practical\qlifications
s a transfer or
the Redeveloper, and that the and idconcern to the community andy. The Redequalifications and identity that is entering ' t
Section 502. Prohibitio
For the foregoing reasons, the
and assigns, that:
i g or resulting in a significant change in
-ties in control of the Redeveloper or the
isposition of the Property then owned by
My of the Redeveloper are of particular
)per recognizes that it is because of such
this Agreement with the Redeveloper.
roperty and Assignment of Agreement.
and agrees for itself, and its successors
(a) the Redeveloper has not made o `c ated, and that it will not, before completion of
the Minimum Improvements and receipt of a erti cate of Completion pursuant to Section 306,
make or create, or suffer to be made or create , any t al or partial sale, assignment, conveyance,
or lease, or any trust or power, or transfer i any othe mode or form of or with respect to this
Agreement or the Property, or any part t ereof or an interest therein, or any contract or
agreement to do any of the same, without th prior written a roval of the City.
(b) Notwithstanding the restrictions set forth in sub agraph (a) of this Section 502,
the Redeveloper may:
i
_ 1. make such transfer orkssignment only byway of s urity only for the purpose
c'j of obtaining financin necessary to enable the Rede loper or and successor
lit in interest to the Prolperty, or any part thereof, to per its obligations with
L-) -- respect to constructing the Minimum Improvements under is Agreement;
lease space in th 'ordinary course of business for the purposes set forth in
LL
s Exhibit D;
cr_� G
"' 3. sell commercial and residential condominium units in the Project at any time
subject to the terms of the Minimum Assessment Agreement;
DRAFT Tuesday, June 16, 2015 18
4. transfer this Agreement to an affiliate of Redeveloper that assumes
Redeveloper's obligations hereunder; and
5. allow transfers of direct or indirect interests in Redeveloper.
(c) The City shall be entitled to require, except for such transfers, assignments,
leases, conveyances ors s provided for in subsection (b) of Section 502, as conditions to any
such approval for a trans to completion of the Minimum Improvements and recut of a
Certificate of Completion p uant to Section 306, that:
Any
the obligat:
the event
obligations
;d transferee shall have the qualifications an financial
, as determined by the City, necessary and adeqy6te to fulfill
is undertaken in this Agreement by the Red eloper (or, in
D transfer is of or relates to part ofth Property, such
.pt relate to such part);
2. Any proposed
satisfactory to
itself, its succes
all of the oblig,
to be subject
Redeveloper is
of the Property,
such part), Prc
interest to the P
isferee shall exp/the
ume, y instrument in writing
City and in forle ong the land records, for
rs and assigns, y for the benefit of the City,
>ns of the Rededer this Agreement and agree
all the condrestrictions to which the
elect (or, in the transfer is of or relates to part
h obligations,, and restrictions that relate to
expressly assume or
such lack of assum
transferee or success
shall it deprive or li
respect to t/Prounless andAgreementthe fullest
that in event any transferee or successor in
y, or an part thereof, does not, for whatever reason,
igree such obligations, conditions and restrictions,
0or agreement shall not relieve or except such
> f such obligations, conditions, or restrictions; nor
the City of any rights, remedies or controls with
y r the construction of the Minimum Improvements
the extent otherwise specifically provided in this
to ' writing by the City. It being the intent that, to
mitte by law and equity and excepting only in the
manner d to the ext t specifically provided otherwise in this
Agree ent, no transfer of o change of ownership in the Property, any part
ther of, or any interest there , however consummated or occurring, and
w ether voluntary or involun , shall operate, legally or practically, to
eprive or limit the City of with respect to any rights, remedies or
controls provided in or resultin from this Agreement that the City would
have had, had there been no such ansfer or change;
�. There shall be submitted to the Cifor review all instrumentind other
legal documents involved in effect g transfer; and iia proWed by the
City, its approval shall be indicated to\,the Redevelopert
4. The consideration payable for the transfer by the transfee7cr Wi itsha f
shall not exceed an amount representing the actual costaud carMg
DRAFT Tuesday, June 16, 2015 19 ••
W
charges) to the Redeveloper of the Property (or allocable to the part
thereof or interest therein transferred) and the Minimum Improvements, if
any, theretofore mad' thereon by it; it being the intent of this provision to
preclude assignment f this Agreement or transfer of the Property (or any
parts thereof) for rofit prior to the completion of the Minimum
Improvements: and
The Redeveloper a d its transferee or successor shall comply with such
other conditions as the City may find desirable in order to achieve and
safeguard the purpses of the Urban Renewal Act and the Urban Renewal
Plan.
Provided, That in the absence of specific written agreement by the City to the contrary,
no such transfer approval by the Cit thereof shall be deemed to relieve the Redeveloper, or
any other party bou d in any way by thi Agreement or otherwise, of its obligations with respect
to the construction o e Minimum Imp ovements, or from any of its other obligations under this
Agreement.
Section 503.
the purposes of this Article V an the s
during the period between execu 'on
Improvements as certified by the City,
all changes whatsoever with respect to t
the degree thereof, of which it or any o
have knowledge or information.
. arties in Control. In order to assist in the effectuation of
itutory objectives generally, the Redeveloper agrees that
of this Agreement and completion of the Minimum
ie Redeveloper will promptly notify the City of any and
Section 504. Status of Redevelo
the obligations of the Redeveloper unde
that prior to the recording of a Certi
Agreement, the Redeveloper will mainta
not wind up or otherwise dispose of all
this Agreement to any other party; rMyv
to a partnership, corporation or limited li
United States, or an individual, all or si
interest in this Agreement to any other
identity of the parties in control of the Redeveloper or,
its fficers or members have been notified or otherwise
or; TransfL • of Substantially All Assets. As security for
this Agreem fit, the Redeveloper represents and agrees
cate of ComplXion pursuant to Section 306 of this
its existence as limited liability company and will
substantially all o'ts assets or assign its interest in
i, That the Redevelop may sell or otherwise transfer
�ility company organize nder the laws of one of the
stantially all of its assets a an entirety or assign its
arty and thereafter wind up a be discharged from
liability hereunder if (i) the transfereeartnership, corporation, limited ' bility company or
individual assumes in writing all of the obligations of the Redeveloper under t Agreement and
the Minimum Assessment Agreement; ad (ii) the City receives such new secity from the
successor Redeveloper to assure compl4tion and operation of the Minimum Iml3rovements
during the term of this Agreement as thelCity deems necessary or desirable and receives such
evidence as the City shall reasonably require, including an opinion of counsel, that the existing
performance and payment bonds and secOrity provided pursuant to this Agreement will remain
in effect and will be enforceable against t existing Redeveloper and issuer of such bonds upon
a default by the successor Redeveloper with respect to completion or operation of the Minimum
Improvements. I
ARTICLE VI. MORTGAGE FINANCING; RIGHTS OF MORTGAGEES
DRAFT Tuesday, June 16, 2015
CDLU
t -
CJ
charges) to the Redeveloper of the Property (or allocable to the part
thereof or interest therein transferred) and the Minimum Improvements, if
any, theretofore mad' thereon by it; it being the intent of this provision to
preclude assignment f this Agreement or transfer of the Property (or any
parts thereof) for rofit prior to the completion of the Minimum
Improvements: and
The Redeveloper a d its transferee or successor shall comply with such
other conditions as the City may find desirable in order to achieve and
safeguard the purpses of the Urban Renewal Act and the Urban Renewal
Plan.
Provided, That in the absence of specific written agreement by the City to the contrary,
no such transfer approval by the Cit thereof shall be deemed to relieve the Redeveloper, or
any other party bou d in any way by thi Agreement or otherwise, of its obligations with respect
to the construction o e Minimum Imp ovements, or from any of its other obligations under this
Agreement.
Section 503.
the purposes of this Article V an the s
during the period between execu 'on
Improvements as certified by the City,
all changes whatsoever with respect to t
the degree thereof, of which it or any o
have knowledge or information.
. arties in Control. In order to assist in the effectuation of
itutory objectives generally, the Redeveloper agrees that
of this Agreement and completion of the Minimum
ie Redeveloper will promptly notify the City of any and
Section 504. Status of Redevelo
the obligations of the Redeveloper unde
that prior to the recording of a Certi
Agreement, the Redeveloper will mainta
not wind up or otherwise dispose of all
this Agreement to any other party; rMyv
to a partnership, corporation or limited li
United States, or an individual, all or si
interest in this Agreement to any other
identity of the parties in control of the Redeveloper or,
its fficers or members have been notified or otherwise
or; TransfL • of Substantially All Assets. As security for
this Agreem fit, the Redeveloper represents and agrees
cate of ComplXion pursuant to Section 306 of this
its existence as limited liability company and will
substantially all o'ts assets or assign its interest in
i, That the Redevelop may sell or otherwise transfer
�ility company organize nder the laws of one of the
stantially all of its assets a an entirety or assign its
arty and thereafter wind up a be discharged from
liability hereunder if (i) the transfereeartnership, corporation, limited ' bility company or
individual assumes in writing all of the obligations of the Redeveloper under t Agreement and
the Minimum Assessment Agreement; ad (ii) the City receives such new secity from the
successor Redeveloper to assure compl4tion and operation of the Minimum Iml3rovements
during the term of this Agreement as thelCity deems necessary or desirable and receives such
evidence as the City shall reasonably require, including an opinion of counsel, that the existing
performance and payment bonds and secOrity provided pursuant to this Agreement will remain
in effect and will be enforceable against t existing Redeveloper and issuer of such bonds upon
a default by the successor Redeveloper with respect to completion or operation of the Minimum
Improvements. I
ARTICLE VI. MORTGAGE FINANCING; RIGHTS OF MORTGAGEES
DRAFT Tuesday, June 16, 2015
na
Section 601. Limitation Upon Encumbrance of Property. Prior to the cgwpletig; oft e�
Minimum Improvements, as certified by the City, neither the Redeveloper norStrarmaction—q
uccessor
interest to the Property or any part thereof shall engage in any financing or any
creating any mortgage, encumbrance or lien upon the Property, whether by expr greament Okf
operation of law, or suffer any encumbrance or lien to be made on or atta h Op -the Property,
except for the purposes of o taining funds only to the extent necessary for 'ng the M 0mum
Improvements and related 'mprovements of the Project, including, ut not limited to,
engineering, development, 1 al and related Project costs (inclu ng costs of interior
improvements, furnishings and xtures). The Redeveloper (or succes r in interest) shall notify
the City in advance of any fin ing, secured by mortgage or oth similar lien instrument, it
proposes to enter into with respec to the Property, or any part th eof, and in any event it shall
promptly notify the City of any en umbrance or lien that has b n created on or attached to the
Property, whether by voluntary act f the Redeveloper or oth ise. Nothing herein is intended
to, and should not be construed to, in any way limit Redevel er from selling condominium units
in the Project at any time or limit p hasers from placin ortgages on the condominium units
subject to the terms of this Agreement nd the Minimum ssessment Agreement.
Section 602. Mortgage HolderlNot
provisions of this Agreement,the h der
(including any such holder who obtains title
foreclosure proceedings, or action in li
thereafter obtains title to the Property or uc
purchaser at foreclosure sale other than th
by the provisions of this Agreement to c
guarantee such construction or complet' n;
deed be construed to so obligate such olde
Section or provision of this Agree nt shall
such holder to devote the Property r any pa
Improvements thereon, other t those us
Urban Renewal Plan and in thi Agreement.
)blijzatod To Construct. Notwithstanding any of the
of a mortgage authorized by this Agreement
to a Property or any part thereof as a result of
the eof, but not including (a) any other party who
part from or through such holder or (b) any other
older of the mortgage itself ) shall not be obligated
truct or complete the Minimum Improvements or to
or shall any covenant or any other provision in the
Provided, That nothing in this Section or any other
e deemed or construed to permit or authorize any
thereof to any uses, or to construct any Minimum
e or improvements provided or permitted in the
Section 603. ColDvkf Notice of Default to Mortgagee. Whenever the City shall deliver
any notice or demand �on�
e Redeveloper wi respect to any breach or default by the
Redeveloper in its oblig or covenants under s Agreement, the City shall at the same time
forward a copy of sur notice or demand to each own holder of any mortgage authorized by
this Agreement at the ast address of such holder sh n in the records of the City.
Sect . Mortgagee's Option To Cure D faults. After any breach or default referred
to in Section ion 6060 hereof, each such holder shall (inso as the rights of the City are concerned)
have the right, t its option, to cure or remedy such brea h or default (or such breach or default to
the extent t t it relates to the part of the Property cove ed by its mortgage) and to add the cost
thereof to a mortgage debt and the lien of its mortgage rovided. That if the breach or default
is with respect to construction of the Minimum Improvem ts, nothing contained in this Section
or any other Section of this Agreement shall be deemed to p it or authorize such holder, either
before or after foreclosure or action in lieu thereof, to undertake or continue the construction or
completion of the Minimum Improvements (beyond the extent necessary to conserve or protect
DRAFT Tuesday, June 16, 2015 21
Minimum Improvements or construction already made) without first having expressly assumed
the obligation to the City, by written agreement satisfactory to the City, to complete, in the
manner provided in this Agreement, the Minimum Improvements on the Property or the part
thereof to which the lien or title of such holder relates. Any such holder who shall properly
complete the Minimum Improvements relating to the Property or applicable part thereof shall be
entitled, upon written request made o the City, to a certification or certifications by the City to
such effect in the manner provided i4 Section 306 of this Agreement.
Sectn 605. City's Option
recording oft Certificate of Con
resulting expirati n of the City's rig
Redeveloper or su cessor in inter
Property or part ther f.
(a) has, but es not e:
Imnrovemen to the
it has obtainedXt
within sixty (6
default or breach;
(b) exercises the option
does not complete s
by the City (which
prescribed for such c
to commence the cui
City so to do,
the City shall:
(a) have the option to pay
an assignment of the n
(b) in the event ownership
by way of foreclosure
-zr <C option, to receive conN
may be) upon payment
G-
D Pay Mortgage Debt or Purchase Property. Prior to the
etion provided for in Section 306 of this Agreement and
of reversion, a default or breach of this Agreement by the
in any case where the holder of any mortgage on the
ise, the option to construct or complete the Minimum
perty or part thereof covered by its mortgage or to which
such mortgage holder fails to commence the cure thereof
after the holder has been notified or informed of the
onstruct or complete the Minimum Improvements but
h nimum Improvements within the period agreed upon
eriod hall in any event be at least as long as the period
npletion 'n this Agreement), and such mortgage holder fails
thereof wrkiin sixty (60) days after written demand by the
the holder the amo t of the mortgage debt and securing
tgage and the debt sec ed thereby; or
the Property (or part ther O has vested in such holder
action in lieu thereof, the y shall be entitled, at its
Eince of title to the Property or art thereof (as the case
such holder of an amount equal to e sum total of:
=(i) the mortgage debt t the time of foreclosure or action in lieu ereof (less all
`'� >-v appropriate credits including those resulting from collection an application
'" '' of rentals and othe income received during foreclosure proceedin
,..:� .. '
�(n) all expenses with r spect to the foreclosure;
(iii) the net expense, i any (exclusive of general overhead), incurred by such
C-4 holder in and as a direct result of the subsequent management of the
Property;
(iv) the costs of any nimum Improvements made by such holder; and
DRAFT Tuesday, June 16, 2015 22
(v) an amount equivalent to the interest that would have accrued on the
aggregate of such amounts had all such amounts become part of the
mortgage debt and such debt had continued in existence.
Every mortgage instrument made prior to completion of the Minimum Improvements with
respect to the Property or any part thereof shall so provide.
Section 606. ity's Option To Cure Mortgage Default. In the ey6nt the Redeveloper, or
any successor in int rest defaults or breaches its obligations under, nd to the holder of, any
mortgage or other ins ment creating an encumbrance or lien upo he Property or part thereof
prior to the completio of the Minimum Improvements, the Cit may, at its option, cure such
default or breach, in hich case the City shall be entid , to reimbursement from the
Redeveloper or success in interest of all costs and expe s incurred by the City including
reasonable attorney's fees 'n curing such default or breach d to a lien upon the Property (or the
part thereof to which the ortgage, encumbrance, or 1' n relates) for such reimbursement, in
addition to and without limi ation upon any other righ or remedies to which it shall be entitled
by this Agreement, operation of law, or otherwise: P ovided, That any such lien shall be subject
always to the lien of (and an lien contemplated ,because of advances yet to be made,) any
then -existing mortgages on the roperty authoriz d by this Agreement.
Section 607. Mortane eVHolderuFor the purposes of this Agreement: The term
"mortgage" shall include a deedther instrument creating an encumbrance or lien
upon the Property, or any part therity for a loan. The term "holder" in reference to a
mortgage shall include a deed of t
Section 608. Subordination,Qnli Modification for
(a) In order to facilita obta' ' g financing for the construction of the Minimum
Improvements by the Redevel per, the C\adeed
to subordinate its rights under this Agreement
to the holder of the First M gage for ths described in Section 601 of this Agreement,
but only Provided, That t e First Mortgsubordination agreement provides that if the
holder of the First Mort ge shall forecle Redevelopment Property, the improvements
thereon, or any portio thereof, or accto the Redevelopment Property in lieu of
foreclosure, it shall c sent to the Assesimum Actual Value set forth in the Minimum
Assessment Agree nt and all the provisa Minimum Assessment Agreement.
(b) Ino er to facilitate obtaining finan ing
Improvements he City agrees that it shall agree to
VI or waive of its rights hereunder to accommoda e
Mortgage, ovided, however, that the City determines,
modificat' n(s) will adequately protect the legitimate
respect o the Project and the Urban Renewal Plan.
modi ation(s) of this Article VI with respect to
mo fications if the City deems such modification(s) ne
for the construction of the Minimum
reasonable modification of this Article
the interests of the holder of the First
n its reasonable judgment, that any such
terests and security of the City with
e City also agrees to consider such
of r holders, and to agreego such
essa and reasonable.
ARTICLE VII. INTENTIONALL OMITTED -W- 4�y p.rr
4 -< r i
DRAFT Tuesday, June 16, 2015 23
W
ARTICLE VIII. REMEDIES
c5ectiVID401. In General. Except as otherwise provided in this Agre ent, in the event of
ay def �lt beach of this Agreement, or any of its terms or conditio , by either party herein,
any ucc�4 to such party, such party (or successor) shall, up written notice from the
�ther, pcer� nmediately to commence to cure or remedy suc default or breach and shall
completsuch re or remedy within ninety (90) days after rec pt of such notice. In case such
action i.'not taken or diligently pursued, or the default or br ach cannot be cured or remedied
within a reasonable time, the aggrieved party may ins to such proceedings as may be
necessary or desirable in its opinion to cure and remedy s h default or breach, including, but not
limited to, proceedings to compel specific performanc by the party in default or breach of its
obligations. --�
Section 802. Other Rip -lits hts and Remedie of Cit No Waiver b Delay. The City shall
have the right to in itute such actions or p ceedings as may be necessary to enforce the
Redeveloper's covenan and obligations and this Agreement and to seek damages caused by a
breach or default by the edeveloper. The ity may also institute such actions or proceedings it
may deem desirable for e ctuating the p oses of this Article VII, Provided, That any delay by
the City in instituting or pr secuting a such actions or proceedings or otherwise asserting its
rights under this Article VII all not o erate as a waiver of such rights or to deprive it of or limit
such rights in any way (it ing e intent of this provision that the City should not be
constrained (so as to avoid the ' k f being deprived of or limited in the exercise of the remedy
provided in this Section because f concepts of waiver, laches, or otherwise) to exercise such
remedy at a time when it may st• ope otherwise to resolve the problems created by the default
involved); nor shall any waive in f t made by the City with respect to any specific default by
the Redeveloper under thisS tion be onsidered or treated as a waiver of the City's rights with
respect to any other defau s by the edeveloper under this Section or with respect to the
particular default except to e extent spe • ically waived in writing.
Section 8tpunder
ed Dela in P formance for Causes Beyond Control of Part .
Performance by athis Agreem\bd e subject to unavoidable delays outside
the control of theing its occurrencee the direct result of strikes, other labor
troubles, unusualprolonged bad wts of God, fire or other casualty to the
Minimum Improvgation commenceparties, or acts of any federal, State or
local governmenter than the City) ctly result in such delays. Such delays
shall constitute/sufficient legal excuse for delayed performance under the terms of this
A a
Section 804. Rights and Remedies Cumulative. The rigftts and remedies of the parties to
this Agreement, whether provided by law or by this Agreement,\shall be cumulative, and the
exercise by either party of any one or more of such remedies shall noreclude the exercise by it,
at the same or different times, of any other such remedies for the sl default or breach or of
any of its remedies for any other default or breach by the other party. Nwaiver made by either
such party with respect to the performance, or manner or time thereof, or ny obligation of the
other party or any condition to its obligations under this Agreement shall be idered a waiver
of any rights of the party making the waiver with respect to the particular obligation of the other
party or condition to its own obligation beyond those expressly waived in writing and to the
DRAFT Tuesday, June 16, 2015 24
extent thereof, or a waiver in any respect in regard to any other rights of the party making the
waiver or any other obligations of the other party.
ARTICLE IX. MISCELLANEOUS
Section 901. Conflict of Interest. Redeveloper agrees that, to its best knowledge and
belief, no member, officer or employee of the City, or its designees or ents, nor any consultant
or member of the governing body of the City, and no other publi official of the City who
exercises or has exercised any functions or responsibilities with res ect to the Project during his
or her tenure, r who is in a position to participate in a decision- aking process or gain insider
information wi regard to the Project, shall have any interest, rect or indirect, in any contract
or subcontract, o the proceeds thereof, for work to be perfo d in connection with the Project,
or in any activity, r benefit therefrom, which is part of this roject at any time during or after
such persons' tenu
Section 902. n-Discrij
discriminate against any ploy(
sex, national origin, gende 'dent
familial status, presence or a en
Redeveloper shall ensure that a
employees are treated during
disability, gender identity, marital
nation. In carrying o t the Project, the Redeveloper shall not
or applicant for e loyment`bacause of ~race, creedr-collar,.,.--
marital status, xual orientation, religidn, 'ake, disability,
of dependents public assistance source of income. The
licants for em oyment are granted employment, and the
cloyment, wit out regard to their age, race, creed, color,
atus, sex, se al orientation, religion or national origin.
Section 903. Titles of Articlh and Scitions. Any titles of the several parts, Articles, and
Sections of this Agreement are ins(Iedttr convenience of reference only and shall be
disregarded in construing or interpreting of its provisions.
Section 904. Memorand
Memorandum of Agreement, in s
to the public of the existence and
by the City by virtue hereof. The
Section 905. Governiniz w. This
accordance with the laws of the St to of Iowa.
nt. The parties agree to execute and record a
form attached as Exhibit to serve as notice
Lis Agreement, and the rights and interests held
X11 pay all costs of recording.
shall be governed and construed in
Section 906. Administ tion of Agreement b t . The City Manager or designee shall
administer the rights and oblig tions of the City hereunder\part
Section 907. Entire reement. This Agreement abits hereto reflegUhe entire
agreement between thlba
es regarding the subject mattd supersedes aig replaces
all prior agreements, tions or discussions, whethertten. Th&Weecment mft
not be amended excepsubsequent writing signed by ereto. DW►4Section 908. T of Essence. Time is of the esAgreenM
I .rn -v
Section 909. Binding on Successors. This Agreement shall inure to thew' &efimf an
Ut
binding upon the parties' successors in interest.'` w
DRAFT Tuesday, June 16, 2015 25
IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its
name and behalf by its Mayor and its seal to be hereunto duly affixed and attested by its City
Clerk, and the Redeveloper has caused this Agreement to be duly executed in its name and
behalf by its authorized representative, on or as of the day first above written.
(SEAL)
City Attorney's Office
Lo
LIZA
CITY OF IOWA CITY, IOWA
Matthew J. Hayek, Mayor
ATTEST:
By:
Marian K.
CASL HOLD
, City Clerk
GS, LLC
On this day of , 20 , before me a Notary Public in
and for said County, persona f appeared Matthew J. ayek and Marian K. Karr, to me
personally known, who bein duly sworn, did say that th are the Mayor and City Clerk,
respectively of the City of I a City, Iowa, a Municipal Corpo tion, created and existing under
the laws of the State of Io a, and that the seal affixed to the for oing instrument is the seal of
said Municipal Corpor ion, and that said instrument was signed d sealed on behalf of said
Municipal Corpo ati by authority and resolution of its City Counci and said Mayor and City
Clerk acknowledged said instrument to be the free act and deed of sai unicipal Corporation
by it voluntarily executed. i
Notary Public in and for the State of
STATE OF )
)SS
DRAFT Tuesday, June 16, 2015 26
C?
STATF
F;O A
--�
COUN93' OF MHNSON
Lo
LIZA
CITY OF IOWA CITY, IOWA
Matthew J. Hayek, Mayor
ATTEST:
By:
Marian K.
CASL HOLD
, City Clerk
GS, LLC
On this day of , 20 , before me a Notary Public in
and for said County, persona f appeared Matthew J. ayek and Marian K. Karr, to me
personally known, who bein duly sworn, did say that th are the Mayor and City Clerk,
respectively of the City of I a City, Iowa, a Municipal Corpo tion, created and existing under
the laws of the State of Io a, and that the seal affixed to the for oing instrument is the seal of
said Municipal Corpor ion, and that said instrument was signed d sealed on behalf of said
Municipal Corpo ati by authority and resolution of its City Counci and said Mayor and City
Clerk acknowledged said instrument to be the free act and deed of sai unicipal Corporation
by it voluntarily executed. i
Notary Public in and for the State of
STATE OF )
)SS
DRAFT Tuesday, June 16, 2015 26
COUNTY OF
This instrument was acknowledged before me on this day of 20_, by
DRAFT Tuesday, June 16, 2015 27
EXHIBIT A
City -University Project 1 Urban
As Amended
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DRAFT Tuesday, June 16, 2015 28
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IR UN1roU0CiRCLE�'
Al
Original Urban Renewal Area
Beginning at a point on the north R.O.W. line of Burlin
of the Iowa River; Thence easterly to the east R.O.W. lin
to the north R.O.W. line of vacated College Street; The
st R.O.W. line of Capitol Street; Thence north along
Wa 'ngton Street; Thence east along said centerline to
south ng said centerline to the south R.O.W. line o
R.O.W. li to the east bank of the Iowa River; Thence
of beginning.
2001 Amended Area
Beginning at the northwest orner of Lot 1 L
south along the east R.O.W. e of Gilbert St
Thence west along said south O.W. line
northeasterly along Ralston Creek the west F
south R.O.W. line of Court Street; Th ce west
Linn Street; Thence north along said ce terlin
west along said centerline to the west R. W
west R.O.W. line to the north R.O.W. line of
line to the east R.O.W. line of Gilbert Street
point of beginning.
FEW,
gt n Street where it meets the east bank
e f vacated Front Street; Thence north
Then e east along said R.O.W. line to the
aid R.O.W. line to the centerline of
the centerline of Linn Street; Thence
Court Street; Thence west along said
rtherly along the east bank to the point
r.W
Cooks Subdivision of Outlot 25; Thence
o the south R.O.W. line of Prentiss Street;
s intersection with Linn Street; Thence
. line of Maiden Lane; Thence north to the
along said south R.O.W. line to the centerline of
to the centerline of Washington Street; Thence
line of Clinton Street; Thence north along said
is Avenue; Thence east along said north R.O.W.
`fence south along said east R.O.W. line to the
Beginning at the NW corner of Outlot 26, riginal Town N
division; Thence south along the
eastern R.O.W. line of Van Buren Street to where said R.O.W.Nndst a point alongthe western
boundary of Block 8, Lyon's 2nd Addition Thence northwestng R.O.W. line to a point
on the north R.O.W. line of the Iowa Inter ate Railroad southck 1, Lyon's 1st Addition;
Thence southwesterly to the south R.O.W. me of the Iowa Intersae ailroad north of block 3,
Lyon's 1 st Addition; Thence southeaster) along the south Railroa R.O.W. to the eastern
boundary of Van Buren Street south of the ailroad; Thence along said ea tern boundary of Van
Buren Street to the north right -of --way line o Kirkwood Avenue; Thence ea to a point 11' west
of the extended NE corner of lot 3, block 6, S. & E.W. Lucas Addition; C tinu11 south to a
point 126', more or less, south of the R.O. . line of the E -W alley west of iana Street and
south of lots 1, 2, and 3, block 6, R.S. Luca Addition; Thence westerly to a p int on the east
R.O.W. line of the N -S alley west of lots 4 & , block 6, R.S. Lucas Addition; Cro sing the alley
to the west R.O.W. line of said alley, continu south 7.5', more or less, to the NE`corner of lot
30, Highland Park Addition; Thence westerl to the NW corner of lot 31, Highland Park
Addition; Thence southerly to the SW corner of said Lot 31; Crossing Highland Ct. to the NE
DRAFT Tuesday, June 16, 2015 29
N
EXHIBIT B
-orn
3c
LEGAL DESCRIPTION OF URBAN RENEWAL AREA
�•'
Original Urban Renewal Area
Beginning at a point on the north R.O.W. line of Burlin
of the Iowa River; Thence easterly to the east R.O.W. lin
to the north R.O.W. line of vacated College Street; The
st R.O.W. line of Capitol Street; Thence north along
Wa 'ngton Street; Thence east along said centerline to
south ng said centerline to the south R.O.W. line o
R.O.W. li to the east bank of the Iowa River; Thence
of beginning.
2001 Amended Area
Beginning at the northwest orner of Lot 1 L
south along the east R.O.W. e of Gilbert St
Thence west along said south O.W. line
northeasterly along Ralston Creek the west F
south R.O.W. line of Court Street; Th ce west
Linn Street; Thence north along said ce terlin
west along said centerline to the west R. W
west R.O.W. line to the north R.O.W. line of
line to the east R.O.W. line of Gilbert Street
point of beginning.
FEW,
gt n Street where it meets the east bank
e f vacated Front Street; Thence north
Then e east along said R.O.W. line to the
aid R.O.W. line to the centerline of
the centerline of Linn Street; Thence
Court Street; Thence west along said
rtherly along the east bank to the point
r.W
Cooks Subdivision of Outlot 25; Thence
o the south R.O.W. line of Prentiss Street;
s intersection with Linn Street; Thence
. line of Maiden Lane; Thence north to the
along said south R.O.W. line to the centerline of
to the centerline of Washington Street; Thence
line of Clinton Street; Thence north along said
is Avenue; Thence east along said north R.O.W.
`fence south along said east R.O.W. line to the
Beginning at the NW corner of Outlot 26, riginal Town N
division; Thence south along the
eastern R.O.W. line of Van Buren Street to where said R.O.W.Nndst a point alongthe western
boundary of Block 8, Lyon's 2nd Addition Thence northwestng R.O.W. line to a point
on the north R.O.W. line of the Iowa Inter ate Railroad southck 1, Lyon's 1st Addition;
Thence southwesterly to the south R.O.W. me of the Iowa Intersae ailroad north of block 3,
Lyon's 1 st Addition; Thence southeaster) along the south Railroa R.O.W. to the eastern
boundary of Van Buren Street south of the ailroad; Thence along said ea tern boundary of Van
Buren Street to the north right -of --way line o Kirkwood Avenue; Thence ea to a point 11' west
of the extended NE corner of lot 3, block 6, S. & E.W. Lucas Addition; C tinu11 south to a
point 126', more or less, south of the R.O. . line of the E -W alley west of iana Street and
south of lots 1, 2, and 3, block 6, R.S. Luca Addition; Thence westerly to a p int on the east
R.O.W. line of the N -S alley west of lots 4 & , block 6, R.S. Lucas Addition; Cro sing the alley
to the west R.O.W. line of said alley, continu south 7.5', more or less, to the NE`corner of lot
30, Highland Park Addition; Thence westerl to the NW corner of lot 31, Highland Park
Addition; Thence southerly to the SW corner of said Lot 31; Crossing Highland Ct. to the NE
DRAFT Tuesday, June 16, 2015 29
corner of Lot 15 Highland Park Addition; Thence southerly to the corner of Lot 9 Highland
Park Addition; Crossing Highland Ave. to the south R.O.W. li ; Thence westerly along said
south R.O.W. line to where it meets the Crandic Railroad; ence south along the Crandic
Railroad to the south R.O.W. line ighway 6; Thence w st along the south R.O.W. line of
Highway 6 to the eastern bank of the I wa River; Thence utherly following said eastern bank
of the river to a point where the riverank meets the e ended southern line of Sturgis Ferry
Park; Thence westerly to the SW corner Sturgis Ferry ark; Thence continuing westerly to the
west R.O.W. line of Riverside Drive,ence north ly along said west R.O.W. line to the
centerline of Highway 6; Thence easterly long said enterline to the western bank of the Iowa
River; Thence following the western bank of the I wa River to the centerline of Myrtle Street
extended to the Iowa River; Thence west to th west R.O.W. line of Riverside Drive/State
Highway l; Thence northerly along said high ay O.W. to the north R.O.W. line of Burlington
Street; Thence east to the east bank of the Io a 'ver; Thence south to the south R.O.W. line of
Court Street; Thence easterly along the south O.W. line of Court Street to the west R.O.W. line
of Maiden Lane; Thence south along sa west R.O.W. line to Ralston Creek; Thence
southwesterly along the creek to the south .O. line of Prentiss Street; Thence east along said
south R.O.W. line to the west R.O.W. 1' e of �ilbert Street; Thence south along said west
R.O.W. line to a point where it meets the xtended centerline of Bowery Street; Thence easterly
to a point where the centerline of Bowe Street mets the extended east R.O.W. line of Gilbert
Street; Thence north along said east R. W. line to tie northwest corner of Lot 1 Lyman Cooks
Subdivision of Outlot 25; Thence eas along the south R.O.W. line of Burlington Street to the
point of beginning. Also including L is 5 and 6 in Bldck 43, Original Town, and the alley and
full width of the College Street right f -way adjacent thereto.
DRAFT Tuesday, June 16, 2015 30
C=
DRAFT Tuesday, June 16, 2015 30
EXHIBIT C
Lots 1, 2, 3, and 4, Block 1, County Seat Addition to Iowa ity, Iowa, according to the recorded
plat thereof recorded in Book 1 and 2, Page 253, Deed re
or
of Johnson County, Iowa and a
tract of vacated Harrison Street in the approximate size f 150 feet by 400 feet.
DRAFT Tuesday, June 16, 2015 31
��
ay
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DRAFT Tuesday, June 16, 2015 31
EXHIBIT D
MINIMUM IMPROVEMENTS
Redeveloper shall complete the following minimum improvements and use on the
Redevelopment Property in accordance with the Redevelopment Agreement t which this
Exhibit is attached. Subject to the riec ssary FAA and City approvals, the pr sect will be a
mixed-use development consisting of a h tel, apartments, office and retail i a 14 -story north
tower which will include the hotel, office s ace and retail components and a -story south tower
which will house the residences, in subst tial conformity with the Pro' ct Design and Plans
submitted by Redeveloper in its February, 15 submittal, which are ached hereto as Exhibit
D-1, with the following components as in be adjusted in conn tion with FAA and City
approvals and limitations:
L Approximately 152 hotel rooms, 320 ar
square feet of Class A office space and 3 f
is understood that such unit numbers and
approval and by f_10% with City approval.
6,3 square feet of retail, and 25,518
paces to be accessed off the alley. It
otages may vary by f 5% without City
2. The unit mix for the residences shall b a follows: 127 1 -bedroom (40%); 149 2 -
bedroom (47%) and 44 3 -bedroom (14% . It understood that the unit numbers and mix
may vary by f 5% without City approv and b f 10% with City approval.
3. Amenities shall include a fitness c ter, a landsc ed courtyard, a Club room, private and
group study lounges, a rooftop po 1, sun deck, co e bar and Wi-Fi.
4. The hotel flag shall be Hyatt lace, Hilton CanopHilton Curio, Marriott AC Hotels,
Starwood Aloft, or another otel flag of substantial) similar quality approved by City.
The hotel operator shall b the Bricton Group, Aimbge Hospitality, First Hospitality
Group, or other operator ith substantially similar crede tials approved by the City.
5. With he exception 9f the hotel component, the Project wi� be designed and constructed
to LEED ld tandards or higher. The hotel component will be designed and
constructed to at least LEED Silver standards, with the aspira ion to achieve LEED Gold
standards. The Redeveloper's registered and LEED-accredit e architect must certify the
point calculation for the project such that the project is construct d in accordance with the
required LEED standard and said certification shall be subject to ity's approval prior to
issuance of an occupancy permit. LEED certification, however, s 11 not be required. A
list of the point calculation based on actual on-site achievements ill be submitted for
DRAFT Tuesday, June 16, 2015 32
s
City_4view.
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DRAFT Tuesday, June 16, 2015 32
Exhibit D-1
RENDERING
>UND LEVEL PERSPECTIVE
LOOKING SOUTHWEST
Following city discussions, review of comments, an ngomus implementation o he Rivertrooi' i ss, ngs FormBased
Zoning Code, CA has reached a final proposal tha s an evolution of the original ign idea. The dual -building scheme and
courtyard concepts have been maintained in w unction with newly added "Lana " forms that now result in a break of
open space providing facade relief to the neig ng contest in the easthwt dl on. The 75% minimum street frontage
is provided, allowing each component of the irted-use Residential, Hotel, Office, a Retail program to have direct
interface with the public right-of-way, whil ncealing all oll-street parking and loadl g access at the public alley.
originally proposed unit, bed, parking, an square footage numbers for all uses hav< t' ,. maintaned or slightly increased
through the recent design adjustments.
ORISE CA
1 191 N Clark I Suits 49W I Chicago, IL
Page: 9
DRAFT Tuesday, June 16, 2015 33
`- VF_NTURFEEES
RENDERING
AERIAL VIEW
LOOKING WEST
f
The site Conti tion makes for an efficient hierarchy and distribution of public/private to am To the north, the
smalls sh hoteVafgce/relail building pill contiguous wntlguous public program along LUO%oft homage. CA
has intensively with the design team to establish grading conditions which optimize the ,- I appearance
and function along the right-ol-way, eliminating the need for unsafe and unsightly recessed plaza ces along the site
perimeter. The natural street grade decline from the NW caner along both primary sheets to the corner, allowfrlg
seperel�cess points for the various site uses to establish their own entry locations and character.
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CA Ventures 161 N Clark I Suite 4900 i Chicago, IL 60801 �.
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CA Ventures 161 N Clark I Suite 4900 i Chicago, IL 60801 �.
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PARKING LEVEL P-03
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PARKING LEVEL
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DRAFT Tuesday, June 16, 2015 36
VENTURES
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CA has coordinated with HBK Engineering's Dura City office to assist with planning around sp ific site criteria. Given the severe
site topography, HBK has developed a gra ng and access strategy that provides
HBK has also consulted with city st ff to verify zoning requirements
pertaining to the location and quantiti of loading requirements. The hotel ffice component includes
curbside dropoff at Court St., and de catetl parking/loatlingaccess via the public alley.
O R I S E CA a wren 1161 N Clerk I Suite 4800 I Chicago IL 6060
Page: 17 VENTURES
DRAFT Tuesday, June 16, 2015 41
CIVIL CONTEXT
FLOOD PLAIN REVIEW
K CKANCE FLOOD
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HBK hes allay Performed a Flood P in analysis, and has identified that the i. corn of the site app,
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yr flood event zone A profeesio surveyor will need to confirm the extents of this zoe, however the crza.. :ler. :ecc tee
finish floor elevations of theAnist level in accordance with the code guidelines below:
fluid Builth
All naw or substantia ly i residential structwes must hose the lowest floor of the original sbudure ark a lateral adtlitian elevated a minimum of one foot
11'1 above the food elevstan. Where Waisting tapsgrephY, street grades, ar other doctors preclude eleratiby fill, alternate methods of elevating, such as
pen, may b, allowed, subject to epPmnl by the building official. In such a case, a licensed prolessianal shall cern that the me hods used will be adequate to
support the structure as well as withstand the whicus forces and hazards Associated with flooding.
Nonresidential Buildings:
All new or substantially improved nonresidential buildings must have the lawast floor of the original structure and any la al addition elevated a minimum of one
fuel ❑'1 ihws the flood heard elevation a, tagetherwith attendant utility and sanitary systems, be floodprooled to such level. When floodp,aufug is Milled,
a Wit essional dgmeer registered in the state shall certify that the floodproofng methods used are adequate W withstand t flood depths. pressures, velocities,
impact and uplift forces and other factors associated with the flood hazard, and that the structure below the flood hazard Wile tion is watertight with walls
waatanFelly impermeable to the passage 0 water Such certification must also iodigte the specific elevation, in relation to anal geodetic vertical datum, k
Which any structures are floodproafed. A record of this certification will h retained in the once of the building official.
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CA Ventures 1 161 N Clark I Suite 4900 1 Chicago, IL 60601
Page: 18
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VENTURES
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VENTURES
THIS
CASL Holdings, LLC, a
ASSESSOR of the City o
WITNESSETH:
N
d
EXHIBIT E C-1)
MINIMUM ASSESSMENT AGREEMENT?,and
s
ASSESSMENT AGREEMENT, dated as of thisday of
2015, by and among the CITY OF IOWA CIT"City"),
elaware limited liability corporation, ("Redevelope CITY
f I wa City, Iowa ("Assessor").
WHEREAS, it is cont emp ted that the Redeveloper will un rtake the development of
an area ("Project") within the City within the "City -University ban Renewal Area"; and
WHEREAS, once the ProjecXtaxas
leted it will hav a sufficient taxable valuation to
permit the collection of incremental provided in Iow Code Section 403.19, subsection
2, to cause the indebtedness and othncurred by th City with respect to the Property to
be repayable as to principal within fears follow' g commencement of full operation of
the Project; and
WHEREAS, pursuant to Iowa Code sect' ns 403.8(3), as amended, the City and
Redeveloper desire to enter into a writtenAinde
reement pursuant to Section 403.6 of the
Iowa Code to establish a minimum actual land legally described in Exhibit C to the
Agreement for Private Redevelopment the sufficient taxable valuations to permit
the collection of incremental taxes to caudness and other costs incurred by the City
with respect to the Property to be reprincipal within four years following
commencement of full operation of the pr
WHEREAS, the City and t Assessor have eviewed the preliminary plans and
specifications for the Minimum Md
vements to be erect- as a part of the development;
NOW, THEREFORE/cenants
parties to this Mini um Assessment Agreement, in
consideration of the promises, and agreements made y each other, do hereby agree as
follows:
1. As /bthec..
1, 2019, an assessment shall be mad fixing the minimum actual
taxable value fornt purposes for the land and Mini um Improvements to be
constructed thereoRedeveloper at not less than $40,0 ,000 after taking into
consideration any ch as "roll backs" which would reduce t taxable value of the
property ("Miniml Value"). The parties hereto acknowle ge and agree that
construction of the Minimum Improvements will be substantially completed on or before
December 31, 2017 unless that substantial completion date is extended pursuant to the
Agreement - for Private Redevelopment between the City and Redeveloper, in which case the
parties agree to amend this Minimum Assessment Agreement to revise the date on which the
minimum assessment shall be required
DRAFT Tuesday, June 16, 2015 43
2. The Redeveloper contemplates that the Project will consist of condominium units
and agrees that at the time of the execution of the declaration required by Chapter 499B
Horizontal Property (Condominiums) of the Code of Iowa, an attachment to the declaration will
be executed by the Redeveloper, the City and the City Assessor allocating a portion of the
Minimum Actual Value to each unit.
3. The Minimum Actual Value (as adjusted pursuant to paragraph 1 hereof) herein
established shall be of no further force and effect and this Minimum Assessment Agreement
shall termin,ate�,on December 31, 2022.
4. N hing herein shall be deemed to waive the Redeveloper's rights under Iowa
Code section 403. (19) (2015), as amended, to contest that portion of any actual value
assignment made by he Assessor in excess of the Minimum Actual Value (as adjusted pursuant
to paragraph 1 hereo established herein. In no event, however, sh the Redeveloper seek to
reduce the actual valu assigned below the Minimum Actual V e (as adjusted pursuant to
paragraph 1 hereof) estab 'shed herein during the term of this Ag ement.
5. This MinimuVsents
greement all be promptly recorded by the
Redeveloper with the Recordeunty, Io . The Redeveloper shall pay all costs of
recording.
6. Redeveloper hitle opinion to the City listing all lienholders of
record as of the date of this Ament and all such lienholders have signed consents
to this Assessment Agreementare attached hereto and made a part hereof.
7. Neither the prea f6les nor prl�
intended to, or shall be const ed as, modifyir
and Sale of Land for Priva Redevelopment L
8. This M' imum Assessment Ag
upon the successors d assigns of the parties.
ons of this Minimum Assessment Agreement are
the terms of the Agreement for the Improvement
been the City and Redeveloper.
shall inure to the benefit of and be binding
CITY OF I0^ CITY, IOWA
Matthew J. Hayek, Ma r
ATTEST:
By:
Marian K. Karr, City Clerk
CASL Holdings, LLC
DRAFT Tuesday, June 16, 2015 44
,-,(SEAL)/
�x
By:
LU
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ons of this Minimum Assessment Agreement are
the terms of the Agreement for the Improvement
been the City and Redeveloper.
shall inure to the benefit of and be binding
CITY OF I0^ CITY, IOWA
Matthew J. Hayek, Ma r
ATTEST:
By:
Marian K. Karr, City Clerk
CASL Holdings, LLC
DRAFT Tuesday, June 16, 2015 44
Lo
ATTEST:
STATE OF IOWA )
SS
COUNTY OF JOHNSON )
On this day f , 20 ,before me Notary Public in
and for said County, persona appeared Matthew J. Hayek and M an K. Karr, to me
personally known, who being d sworn, did say that they are the ayor and City Clerk,
respectively of the City of Iowa Cit Iowa, a Municipal Corporation, reated and existing under
the laws of the State of Iowa, and tha the seal affixed to the foreg ng instrument is the seal of
said Municipal Corporation, and that id instrument was Signe and sealed on behalf of said
Municipal Corporation by authority and solution of its City ouncil and said Mayor and City
Clerk acknowledged said instrument to be the free act and ed of said Municipal Corporation
by it voluntarily executed.
STATE OF
COUNTY OF
This instrument was acknowledged
and ,
Aof
d for the State of Iowa
day of 20_, by
ings, LLC.
Notary Public in d for the State of
DRAFT Tuesday, June 16, 2015 45
r;
to
w
DRAFT Tuesday, June 16, 2015 45
CERTIFICATION OF ASSESSOR
The undersigned, having reviewed the plans and specifications for the Minimum
Improvements to e constructed and the market value assigned to the land upon which the
Minimum Impro em nts are to be constructed for the development, and being of the opinion that
the minimum market alue contained in the foregoing Minimum Assessment Agreement appears
reasonable, hereby cert ies as follows: The undersigned Assessor, being legally responsible for
the assessment of the roperty subject to the development, upon completion of Minimum
Improvements to be mad on it and in accordance with the Minimum Assessment Agre501ent,
certifies that the actual val assigned to such land, building and equipment upon comp tion of
the redevelopmentshall not a less than $ 000 after taking into consid ation any
factors such as "roll -backs" hich would reduce the taxable value of the prop y. Of this
amount, Dollars ($ is
determined to be the value f the land and X Dollars
($ ) the value of t e buildings thereon unZternminat'of this Minimum
Assessment Agreement pursuant to e terms hereof.
Assessor for Io,
STATE OF IOWA )
COUNTY OF JOHNSON )
Subscribgd and sworn to b ore me by
Iowa City, Iowa.,
"3 z3 �'
c:�
ry
Assessor for
Notary Public in and for Johns County, Iowa
Date
DRAFT Tuesday, June 16, 2015 46
EXHIBIT F
#-,a
C=
Prepared by &Return to: Eleanor Dilkes, City Attorney, n -n
410 E. Washington St. Iowa Ci1y, IA 52240 319 356-5030 C
Tax Statements To: C L Holdings, LLC y►�
Grantor(s): Ci of Iowa City, Iowa
Grantee(s): CASI Holdings, LLC M
c�
WARRANTY DEED
ca
For valuable considerati , City of Iowa City, Iowa, a municipal c oration (Grantor),
does hereby convey to CASL Ho ings, LLC, an limited liabi ' company (Grantee),
the following described real estate Johnson County, Iowa:
Lots 1, 2, 3, and 4, Block 1, C unty Seat Addition to Iowa ity, Iowa, according to the
recorded plat thereof recorded in Book and 2, Page 253, Deed cords of Johnson County,
Iowa and a tract of vacated Harrison Str t in the approximate ize of 150 feet by 400 feet.
Provided that on or before August 31, 2018
and receives a certificate of completion from
for Private Redevelopment between the partie
Redeveloper fails to so complete the constru
certificate of completion therefore then City, i
the premises at its option and, upon exercise
grantee in the above-described premises sh 1
assigns.
Subject to restrictions of record,
imposed by virtue of the Agreem
, 2015 between the City
subject of the Memorandum o
Records of Johnson County, M'
develo er completes the minimum improvements
ty as et forth in Section 306 of the Agreement
s t d the day of but if
ctio of the minimum improvements and receive a
t he s and assigns, shall have the right to re-enter
f suc re-entry, all right, title and interest of
cease d revert immediately to City, its heirs and
but not
t for Private Redevi
Iowa City and CAS.
-cement recorded in
to the restrictions on use
ment dated the day of
[oldings, LLC, which is the
ok , Page of the
This conveyance is,/xempt from Declaration of Value and transf tax pursuant to Iowa
Code Section 428A.2(6).
Grantor does hereby Covenant with Grantee, and successors in i erest, that Grantor
holds the real estate by title in fee simple; that it has good and lawful auth rity to sell and
Convey the real estate; that the real estate is free and clear of all liens and a cumbrances except
DRAFT Tuesday, June 16, 2015 47
as may be above stated; and Grantor covenants to warrant and defend the real estate against the
lawful claims of all persons except as may be above stated. The undersigned hereby relinquish
all rights of dower, homestead and distributive share in and to the real estate.
Words and phrases herein, including acknowledgment hereof, shall be construed as in the
singular or plural number, and as masculine or feminine gender, according to the context.
Dated:
CITY OF IOWA CITY, IOWA,
a Municipal Corp ation
Matthew J. Hayek, Mayor
Marian K. Karr,
STATE OF IOWA )
) ss:
JOHNSON COUNTY)
On this day of
and for said County and State, personal
me personally known, who being by
Clerk, respectively, of said municipa c
duly sworn,
me, the undersigned, a Notary Public in
thew J. Hayek and Marian K. Karr, to
say that they are the Mayor and City
ing the within and foregoing instrument;
that the seal affixed thereto is the s 1 of said municipal \dee
oration; that said instrument was
signed and sealed on behalf of sai municipal corporatioty of City Council of said
municipal corporation; and that e said Matthew J. Harian K. Karr acknowledged
the execution of said instrume t to be the voluntary act asaid municipal corporation,
by itand by them voluntaril executed.
�?Notaryy Public in and for the State of Iowa
c*0
ZD
.,=
DRAFT Tuesday, June 16, 2015 48
EXHIBIT G
CERTIFICATE OF COMPLETION
WHEREAS, the City of Io ity, Iowa (the "City") and CASL Holdings, LLC, ha �' g an
office for the transaction o usiness at ,did on
or about the day of 2015, make, execute and deliver, each the other, an
Agreement for Private Redevelo ment (the "Agreement"), wherein and wher y the Developer
agreed, in accordance with the to s of the Agreement, to develop and ma' tain certain
improvements on real property loca ed within the City and as more parti larly described as
follows:
WHEREAS, the Agreement incorporat and contained certai covenants and restrictions with
respect to the development of the Develo ment Property, an obligated the Developer to
construct certain Minimum Improvement (as defined the m) in accordance with the
Agreement; and
WHEREAS, the Developer has to the presen date p6rformed said covenants and conditions
insofar as they relate to the construction of sa dymmum Improvements in a manner deemed by
the City to be in conformance with the approv building plans to permit the execution and
recording of this certification.
NOW, THEREFORE, pursuant to Sectio 306 o the Agreement, this is to certify that all
covenants and conditions of the Agree ent with spect to the obligations of the Developer, and
its successors and assigns, to constru the Minim Improvements on the Development
Property have been completed and rformed by th Developer and are hereby released
absolutely and forever terminated ' sofar as they ap y to the land described herein. The County
Recorder of Johnson County is reby authorized to a cept for recording and to record the filing
of this instrument, to be a conc sive determination of a satisfactory termination of the
covenants and conditions of id Agreement with respe to the construction of the Minimum
Improvements on the Deve pment Property.
All other provisions of to
Agreement shall otherwise rema in full force and effect until
termination as provide
therein.
N
d
(SEAL)
CITY OF IOWA CITY, I A
x
By:
-G
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CN
Mayor
-0
ATTEST:
c
�n
By:
City Clerk
DRAFT Tuesday, June 16, 2015 49
STATE OF IOWA )
ss:
COUNTY OF JOHNSON )
On this day of 120 , before me a No ry Public in and for
said County, personally appeared Matthew J. Hayek and M/said
iK. K , to me personally
known, who being duly sworn, did say that they are thd ity Clerk, respectively of
the City of Iowa City, Iowa, a Municipal Corporation, existing under the laws of the
State of Iowa, and that the seal affixed to the foregoingt is the seal of said Municipal
Corporation, and that said instrument was signed and shalf of said Municipal
Corporation by authority and resolution of its City Couid Mayor and City Clerk
acknowledged said instrument to be`the free act and deMunicipal Corporation by it
voluntarily executed.
Notary Public in and for the State of
DRAFT Tuesday, June 16, 2015 50
C-)
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DRAFT Tuesday, June 16, 2015 50
RESERVED
DRAFT Tuesday, June 16, 2015 51
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RESERVED
EXHIBIT I
Ui
tSJ
CJ
ry
DRAFT Tuesday, June 16, 2015 52
WHEREAS, the Ci
"Redeveloper"), did on or
deliver an Agreement for
Redeveloper agreed, in ac
Urban Renewal Plan (the "
within the City -University
3, and 4, Block 1, County,
thereof recorded in Book 1
of vacated Harrison Street
WHEREAS, the (
Agreement referring to the
EXHIBIT J
ZENT FOR PRIVAT]
Qf Iowa City, Iowa (the "Cit/to
L Holdings, L.L.C. (the
gut the day of1 , make, execute and
rate Redevelopment (the "A,wherein and whereby the
dance with the terms of the t and the City -University
an"), to develop certain real ocated within the City and
-ban Renewal Area and as mlarly described as Lots 1, 2,
it Addition to Iowa City, Iowing to the recorded plat
id 2, Page 253, Deed recordson County, Iowa and a tract
the approximate size of 1500 feet.
and the RedevelopeVd
esire to record a Memorandum of the
welopment Property their respective interests therein.
NOW, THEREFORE, IN IS AGREED AS
1. That the recordin of this
shall serve as notice to the ublic
Redevelopment and use of the edev,
operated on such Redevelopment P per
Minimum Assessment Agreement a erf
which the City and the Redeveloper
2019, a full assessment shall be mad i
Property and all improvements located
than $40,000,000 after taking into con
reduce the taxable value of the prope
December 31, 2022.
2. That all of the pry
thereto, if any, even though not
Agreement for Private Redevelop
any claim against any of said Pr I
of the terms and conditions of t e
fully set forth herein.
3. That a copy
shall be maintained on file
the City Clerk, City Hall, Iq
vlemor dura of Agreement for Private Redevelopment
that e Agreement contains provisions restricting
lop nt Property and the improvements located and
y, d further subjects the Redevelopment Property to a
I ' to under the authority of Iowa Code Chapter 403, in
y successors or assigns) agree that, as of January 1,
ing the minimum actual value of the Redevelopment
iereof for calculation of real property taxes at not less
ieration any factors such as "roll -backs" which would
which minimum assessment agreement terminates on
tsions o the Agreement and any subsequent amendments
et forth rein, are by the filing of this Memorandum of
aent made a art hereof by reference, and that anyone making
erty in any m nner whatsoever shall be fully advised as to all
Agreement, any amendments thereto, as if the same were
the Agreement and
public inspection di
City, Iowa.
subsequent amendments thereto if any,
ordinary business hours in the office of
IN WITNESS "EREOF, the City and thRedeveloper ha
Memorandum of Agreement for Private Redevelopment as 6f the day of
(SEAL)
DRAFT Tuesday, June 16, 2015 53
0
1 1
M
0
CITY OF IOWA CITY, IOWA
By:
Matthew J. Hayek, Mayor
ATTEST:
STATE OF IOWA
COUNTY OF JOHNSON
On this day of
and for said County, personally ag
personally known, who being duly
respectively of the City of Iowa City,
the laws of the State of Iowa, and t
before me a Notary Public in
Matthew ayek and Marian K. Karr, to me
did that they are the Mayor and City Clerk,
unicipal Corporation, created and existing under
al affixed to the foregoing instrument is the seal of
said I Municipal Corporatio that said in trument was signed and sealed on behalf of said
Munk' al Cor y authority and resol ion of its City Council and said Mayor and City
Clerk acknowledged said instrument to be the ee act and deed of said Municipal Corporation
by it voluntarily executed.
Notary
STATE OF )
)SS
COUNTY OF
is in and for the State of Iowa
This instrument was acknowledged before me on this day of 20 by
and , as of CASL oldings, LLC.
DRAFT Tuesday, June 16, 2015 54
By:
Uj
a�
Marian K. Karr, City Clerk
i.
—
,C1)
1 -"1:
CASL Holdings, LLC
r
By:
By:
STATE OF IOWA
COUNTY OF JOHNSON
On this day of
and for said County, personally ag
personally known, who being duly
respectively of the City of Iowa City,
the laws of the State of Iowa, and t
before me a Notary Public in
Matthew ayek and Marian K. Karr, to me
did that they are the Mayor and City Clerk,
unicipal Corporation, created and existing under
al affixed to the foregoing instrument is the seal of
said I Municipal Corporatio that said in trument was signed and sealed on behalf of said
Munk' al Cor y authority and resol ion of its City Council and said Mayor and City
Clerk acknowledged said instrument to be the ee act and deed of said Municipal Corporation
by it voluntarily executed.
Notary
STATE OF )
)SS
COUNTY OF
is in and for the State of Iowa
This instrument was acknowledged before me on this day of 20 by
and , as of CASL oldings, LLC.
DRAFT Tuesday, June 16, 2015 54
DRAFT Tuesday, June 16, 2015 55
State of
W
r�
ILK"
CA
C
3
PK
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C3
City of Iowa City
410 E. Washington Street
Iowa City, Iowa 52240
RE: Agreement for Private
Iowa and CASL Hold
Dear City Representatives:
EXHIBIT K
OF
LLC
by and between the
of Iowa City,
We have acted as counsel for ASL Holdings, C., a Delaware limited liability
company (the "Company"), in connec ion with the ecution and delivery of a certain
Agreement for Private Redevelopment (the "Redevelop ent Agreement") between the Company
and the City of Iowa City, Iowa (the "City") ated as 12015.
We have examined the original
satisfacn as being true copies, of the
} The organization
_>:
c_)'J�) Resolutions of t
") transa/ecords
e
The R
c
c.,
and such other documents a
the opinions set forth herein.
, or copies otherwise identified to our
agreement of the Company;
Company which action was taken with respect to the
,d by this o nion;
Agreement;
as we have
Based on the pert)'hent law, the foregoing f
have deemed appropriat , we are of the opinion that:
relevant and necessary as a basis for
and such other inquiries as we
1. The 376mpany was duly organized and validly' exists as a limited liability
company under th94aws of the State of and is qualifiecko do business in the State of
Iowa. The Cpm
any has full power and authority to execute, defer and perform in full the
Redevelopm Agreement; and the Redevelopment Agreement was dly and validly authorized,
executed and delivered by the Company and, assuming due authorizatio , execution and delivery
by the City, is in full force and effect and is a valid and legally bin ing instrument of the
Company enforceable in accordance with its terms, except as the sam may be limited by
bankruptcy, insolvency, reorganization or other laws relating to or affect creditors' rights
generally.
2. The execution, delivery and performance by the Company of the Redevelopment
Agreement and the carrying out of the terms thereof, will not result in violation of any provision
DRAFT Tuesday, June 16, 2015 56
of, or be in default under, the articles of organization and operating agreement of the Company
or any indenture, mortgage, deed of trust, indebtedness, agree ent, judgment, decree, order,
statute, rule, regulati n or restriction to which the Company i a party or by which it or its
property is bound or s�j ect.
3. To our kno ledge, there are no actions, suits o proceedings pending or threatened
against or affecting the mpany in any court or befor any arbitrator or before or by any
governmental body in whic there is a reasonable possibi ty of an adverse decision which could
materially adversely affect business (present or pros ective) , financial position or results of
operations of the Company or hich in any manner ra es any questions affecting the validity of
the Agreement or the Company ability to perform it obligations thereunder.
DRAFT Tuesday, June 16, 2015 57
Publish 6/25
PUBLIC COMMENT PERIOD ON
FY16 ANNUAL ACTION PLAN AMENDMENT #1
The FY16 Annual Action Plan is a portion of Iowa
City's 2016-2020 Consolidated Plan (a.k.a. CITY
STEPS). The Annual Action Plan includes
information on the proposed use of Community
Development Block Grant (CDBG) and HOME
Investment Partnership (HOME) funds for housing,
jobs, and services for low -moderate income
persons. The FY16 Annual Action Plan outlines
proposed activities and their budgets.
The FY16 Plan Amendment #1 proposes to change
the source of funding for two projects. The funding
source of Mayor's Youth Employment Program's
$60,000 award will change from CDBG funds to
HOME funds. The funding source of Charms
Home's $61,650 award will change from HOME to
CDBG.
Copies of the FY16 Annual Action Plan
Amendment #1 are available at the Neighborhood
and Development Services Department, 410 East
Washington Street; the Iowa City Public Library,
123 S. Linn Street; or on Iowa City's web site
(www.icgov.orq/actionplan). Additional information
is available by calling 356-5230.
The 30 -day public comment period regarding this
Annual Action Plan amendment starts with the
publication of this notice and ends on July 27,
2015.
Comments may be submitted in writing to the
Neighborhood and Development Services
Department at the address above or by email to
Kristopher-Ackerson@iowa-city.org. If you require
special accommodations or language translation
please contact Tracy Hightshoe at 356-5230 or
356-5493 TTY at least seven (7) days prior to the
meeting.
Publish 6/25
PUBLIC COMMENT PERIOD ON
FY15 ANNUAL ACTION PLAN AMENDMENT #2
The FY15 Annual Action Plan is a portion of Iowa
City's 2011-2015 Consolidated Plan (a.k.a. CITY
STEPS). The Annual Action Plan includes
information on the proposed use of Community
Development Block Grant (CDBG) and HOME
Investment Partnership (HOME) funds for housing,
jobs, and services for low -moderate income
persons. The FY15 Annual Action Plan outlines
proposed activities and their budgets.
Due to unanticipated HOME program income, the
City proposes to use $150,000 in HOME funds to
acquire two housing units by The Housing
Fellowship for rental housing for income eligible
residents.
Copies of the FY15 Annual Action Plan
Amendment #2 are available at the Neighborhood
and Development Services Department, 410 East
Washington Street; the Iowa City Public Library,
123 S. Linn Street; or on Iowa City's web site
(www.icgov.org/actionplan). Additional information
is available by calling 356-5230.
The 30 -day public comment period regarding this
Annual Action Plan amendment starts with the
publication of this notice and ends on July 27,
2015.
Comments may be submitted in writing to the
Neighborhood and Development Services
Department at the address above or by email to
Kristopher-Ackerson@iowa-city.org. If you require
special accommodations or language translation
please contact Tracy Hightshoe at 356-5230 or
356-5493 TTY at least seven (7) days prior to the
meeting.