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HomeMy WebLinkAboutDev Agrmt Chauncey + Res signed 6.8.1566-08-15 2 Prepared by: Sara Greenwood Hektoen, Assistant City Attorney, 410 E Washington St Iowa City IA 52240 356-5248 RESOLUTION NO. 15-193 RESOLUTION APPROVING AN AGREEMENT FOR PRIVATE REDEVELOPMENT, INCLUDING THE TRANSFER OF LAND, BY AND BETWEEN THE CITY OF IOWA CITY, IOWA, AND THE CHAUNCEY, L.L.C. WHEREAS, on October 2, 1969, the 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 "Plan") for the City -University Urban Renewal Area (the "Urban Renewal Area" or Area") described therein, which is on file in the office of the Recorder of Johnson County; and, WHEREAS, among the Plan objectives for the Area are objectives to create residential living spaces for young professionals and other members ofthe "creative class" by offering a variety of housing options, including high-density, affordable urban apartments; to create a more livable community by supporting affordable, energy-efficient housing and the suitable reuse of idle or underutilized land; to create a vibrant, mixed-use, pedestrian -oriented neighborhood; and to increase the amount of office space available in the Area by promoting mixed-use developments that contain quality office space; and WHEREAS, following a competitive request for proposal process, the City received a proposal from The Chauncey, L.L.C. (the "Developer"), in the form of a proposed Development Agreement (the "Agreement") by and between the City and the Developer, pursuant to which, among other things, the Developer would agree to invest $49,000,000 in development costs to construct certain Minimum Improvements, as defined in the Agreement, on certain real property located within the City -University Urban Renewal Area, at the northeast intersection of College and Gilbert Streets, as legally described in the Agreement, an area that is currently underutilized as an electrical substation, surface parking, and police storage; and WHEREAS, the Developer proposes to construct a 15 -story mixed use building with Class A office space, a hotel, a bowling alley, two movie theatres, residential condominiums, and upgrades to the Chauncey Swan Park, together with related site improvements, all designed and constructed to at least LEED Silver standards, as detailed in the proposed Agreement; and WHEREAS, the City Council has adopted certain Economic Development Policies intended to a) attract new residential and commercial development, b) retain the City's existing businesses, and c) encourage business expansion, in order to a) increase economic activity, b) create jobs; c) lower unemployment, d) increase wages; e) increase property values, 0 increase tax revenues, g) increase ownership and entrepreneurial opportunities, and h) revitalize underutilized or blighted areas; and WHEREAS, pursuant to said Policies, the City's consultant made a financial analysis of the proposed Development Agreement, which analysis included an examination of all financing Page 2 sources for the project, the project costs, with scrutiny of the Developer's return based largely on Developer equity and the maximization of project debt; and WHEREAS, the analysis revealed that the Developer equity in the project, not including debt, is equal to or greater than the public financing requested; and WHEREAS, in exchange for construction of the Minimum Improvements and the creation of a 30,128,234 minimum assessment value on the project once complete, the City proposes to convey land to the Developer for the appraised value of $1,870,000, to convey certain easement rights to the Developer for the appraised value of $10 per square foot, and to make certain contributions to the project, including the acquisition of five one -bedroom condominium units from the Developer for $1,000,000 once the project is complete, which the City will own and maintain for affordable housing, and to make a $14,187,250 economic development construction grant, paid through the use of tax increment financing and reinvestment of the proceeds from the Property; and WHEREAS, the City is willing to convey to the Developer that portion of the Property it currently owns and grant additional easement rights described therein at fair market value as determined by the City's appraisal without consideration of the use restrictions, subject to the use limitations provided for in the proposed Development Agreement, and certain restrictions, covenants, conditions and obligations assumed by the Redeveloper pursuant to this Agreement, all of which limit the fair market value of the Property; and WHEREAS, the minimum actual value contained in the minimum assessment agreement indicates that there will be sufficient taxable valuations to permit the collection of incremental taxes to cause the costs incurred by the City with respect to the property to be repayable as to principal within four years following the commencement of full operation of the development; and, WHEREAS, the Project will generate, when complete, a minimum of $30,128,234 of new tax base upon which taxes will be paid pursuant to the protected school debt service levy, school physical plant and equipment levy, county debt service levy, city debt service levy, community college debt service levy and school instructional support levy, and upon which the self - supported municipal improvement district taxes will be levied. WHEREAS, Iowa Code Chapters 15A and 403 (the "Urban Renewal Law") authorize cities to make grants for economic development in furtherance of the objectives of an urban renewal project and to appropriate such funds and make such expenditures as may be necessary to carry out the purposes of said Chapters, and to levy taxes and assessments for such purposes; and WHEREAS, the economic development construction grant being provided by the City will add diversity to and generate new opportunities in the downtown Iowa City economy, and the public gains and benefits of the project are warranted in comparison to the amount of the grant; and WHEREAS, the Economic Development Committee considered said application and voted to recommend approval to the City Council at their meeting on July 10, 2014; and Page 3 WHEREAS, City Staff has reviewed the application and proposed Developer's Agreement and recommends approval to the City Council; and WHEREAS, on May 28, 2015, this Council did approve a resolution of intent to consider a proposed development agreement with the Chauncey, L.L.C., which includes the transfer of land described therein, and setting a public hearing and providing for the publication of notice thereof; and WHEREAS, notice of the public hearing thereon was published on June 1, 2015, in the Iowa City Press -Citizen, and public hearing held on June 8, 2015 in accordance with said notice and in satisfaction of Section 364.6 of the City Code of Iowa; and WHEREAS, the Council has determined that the Agreement is in the best interests of the City and the residents thereof and that the performance by the City of its obligations thereunder is a public undertaking and purpose and in furtherance of the Plan and the Urban Renewal Law and, further, that the Agreement and the City's performance thereunder is in furtherance of appropriate economic development and blight remediation activities and objectives of the City within the meaning of Chapters 15A and 403 of the Iowa Code, taking into account the factors set forth therein. NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY IOWA THAT 1. That the attached Agreement for Private Redevelopment by and between the City of Iowa City Iowa and The Chauncey, L.L.C. is in the public interest of the residents of Iowa City and the public purpose will be accomplished by the City's economic development construction grant to the Project. 2. That said Agreement is consistent with and authorized by the Urban Renewal Plan, all applicable State and federal laws including, but not limited to, Iowa Code Chapters 15A and 403 and the City's policies and practices,; and 3. That the Mayor is authorized and directed to execute the Agreement and the City Clerk is authorized and directed to attest the signature and to affix the seal of the City Clerk. 4. That the Mayor and City Clerk be and they are hereby authorized and directed to take all such actions and do all such things as they shall determine to be necessary or appropriate to ensure the City's performance as provided therein, including the execution of any documents necessary to effectuate the transfer of land or easement rights to the Developer in accordance with the terms of the Agreement for Private Redevelopment and in a form approved by the City Attorney. 5. That the City Clerk be directed to certify and record the resolution at the Developer's expense. 6. That the City Manager is hereby authorized to administer the terms of the Agreement for Private Redevelopment. Page 4 Passed and approved this 8th day of June , 2015. y DII -4%0lm Approved by ATTEST:' CITY'CLERK rty Attorney's Office Resolution leo. 15-193 Page 5 It was moved by Dobyns and seconded by Mims the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: ABSTAIN: x Botchway x Dickens x Dobyns x Hayek x Mims Payne x x Throgmorton AGREEMENT i PRIVATE REDEVELOPMENT By and Between THE CITY OF IOWA CITY, IOWA, and THE CHAUNCEY, L.L.C. Wednesday, May 27, 2015 Page 1 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 E Temporary Use ofRight -of -Way Agreement Exhibit F Temporary Construction Easement Agreement Exhibit G Utility Easement Agreement for Geothermal Heating System Exhibit H Minimum Assessment Agreement Exhibit I Amendment No. 1 to the Park @201 Minimum Assessment Agreement Exhibit J Memorandum of Agreement for Private Redevelopment Exhibit K Opinion of Counsel Exhibit L April 3, 2015 Concept Plan Exhibit M Off -Site Parking Agreement Wednesday, May 27, 2015 Page 2 INTRODUCTION THIS AGREEMENT FOR PRIVATE REDEVELOPMENT is by and between the City of Iowa City, Iowa ("City"), a municipality, established pursuant to the Code of Iowa of the State of Iowa and acting under the authorization of Iowa Code Chapter 15A and 403 (2015), as amended, ("Urban Renewal Act") and The Chauncey, L.L.C. ("Redeveloper"), a limited liability company organized under the laws of the State of Iowa and having an office for the transaction of business at 221 E. College Street, Iowa City, Iowa. This agreement outlines the terms and conditions, and the relative rights and responsibilities of the City and the Redeveloper for the redevelopment of the property in Iowa City located at the northeast corner of South Gilbert Street and East College Street, Iowa City, Iowa, legally described in Exhibit C hereto, ("the Property" or "the Redevelopment Property") an urban renewal parcel. WITNESSETH: WHEREAS, in furtherance of the objectives of the Urban Renewal Act, the City has undertaken a program for the clearance and reconstruction or rehabilitation of certain areas in the City and has undertaken an economic development area in the City; and WHEREAS, on October 2, 1969, the 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 "Plan"); and WHEREAS, the Plan was adopted for the urban renewal area shown on Exhibit A and legally described on Exhibit B ("Urban Renewal Area"); and WHEREAS, a copy of the Urban Renewal Plan as constituted on the date of this Agreement has been recorded among the land records in the office of the Recorder of Johnson County, Iowa; and WHEREAS, such Urban Renewal Plan permits the City to respond to development opportunities as and when they may appear; and WHEREAS, the Redeveloper responded to the City's request for proposals for development of the Property with a proposal for a mix of commercial, office, and residential uses hereinafter, "the Project"); and WHEREAS, the City has determined the Project, as further described in Exhibit D Minimum Improvements and Uses" and Exhibit L "April 3, 2015 Concept Plan", on the 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 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 Wednesday, May 27, 2015 Page 3 this Agreement by constructing the Project and incorporating the uses outlined in this Agreement; and WHEREAS, the City is willing to convey to the Redeveloper that portion of the Property it currently owns and grant additional easement rights described herein subject to the use limitations provided for in the Plan, this Agreement, and certain restrictions, covenants, conditions and obligations assumed by the Redeveloper pursuant to this Agreement, all of which limit the fair market value of the Property; and WHEREAS, the Project will generate, when complete, a minimum of $30,128,234 of new tax base upon which taxes will be paid pursuant to the protected school debt service levy, school physical plant and equipment levy, county debt service levy, city debt service levy, community college debt service levy, school instructional support levy, and upon which the self - supported municipal improvement district taxes will be levied. 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) The Redeveloper's construction on the Redevelopment Property will consist of a mixed-use structure described more fully on Exhibit D ("Minimum Improvements"). The Redeveloper hereby commits to a project that includes a minimum total of $49,000,000 in development costs, including construction costs, architectural fees, land costs, required furnishings for a hotel use, and financing costs. b) Redeveloper shall obtain from the City the necessary temporary construction easement to allow construction staging to occur on city -owned property, including any rights necessary for the Chauncey Swan Park, Parking Ramp or the Gilbert or College Street rights-of- way. The agreement for said easement rights shall take a form substantially similar to the Temporary Construction Easement Agreement, attached hereto as Exhibit F and incorporated herein by this reference. No construction staging shall be allowed within the paved area immediately west of the parking ramp, which shall remain free of obstructions at all times, except during installation of the geothermal system, reconstruction of the Chauncey Swan Park, or unless prior written approval is obtained from the City Manager. c) In the event that the final Construction Plans approved by the City pursuant to Part II, Article III herein show subterranean intrusions under the Chauncey Swan Park for the purpose of installing a geothermal heating system, Redeveloper must purchase a permanent utility easement for such use of said City -owned property. The agreement for said easement rights shall take a form substantially similar to the Utility Easement Agreement, attached hereto as Exhibit G and incorporated herein by this reference. The cost of said property rights shall be 10 per square foot, based upon an appraisal obtained by the City. Redeveloper's purchase of said subterranean rights shall be a contingency of the foundation permit for construction of the Minimum Improvements on the Property and must be satisfied prior to issuance thereof. The Wednesday, May 27, 2015 Page 4 geothermal system shall not prevent installation of surface improvements and landscaping in the Park, provided such installations do not interfere with the operation and maintenance of the geothermal system. d) Pedestrian access routes to the City -owned Chauncey Swan Parking Ramp are shown at Ramp Levels 1 and 3 on the concept plan submitted on April 3, 2015, attached hereto in Exhibit L. Vehicular access routes to the City -owned Chauncey Swan Parking Ramp are also contemplated. In the event that the final construction drawings approved by the City pursuant to Part II, Article III herein show pedestrian or vehicular access routes to the Redevelopment Property through the Chauncey Swan Parking Ramp, Redeveloper must purchase an access easement for such uses(s), the cost of said property rights shall be determined by the City based upon an appraisal obtained by the City at its sole expense. Redeveloper's purchase of said easement rights shall be a contingency of the foundation permit for construction of the Minimum Improvements on the Property and must be satisfied prior to issuance thereof. The purchase of said easement rights shall also be a condition precedent to the City's conveyance of the Property to Redeveloper. e) In the event that the final Construction Plans approved by the City pursuant to Part II, Article III herein show awnings or other intrusions into the College Street right-of-way, Redeveloper shall obtain from the City, at no cost to Redeveloper, a temporary use of right-of- way easement for such temporary use. The agreement for said easement rights shall take a form substantially similar to the Temporary Use of Right -of -Way Agreement, attached hereto as Exhibit E and incorporated herein by this reference. Said Agreement shall be entered into before a building permit is issued for any work in the proposed easement area. Section 2. Representations and Warranties of Redeveloper. The Redeveloper makes the following representations and warranties: a) The Redeveloper is a limited liability company, duly organized under the laws of the State of Iowa, has power to enter into this Agreement and to perform its obligations hereunder, and is not in violation of any provisions of its articles of organization, operating agreement, any other agreement or the laws of the State of Iowa. b) The Redeveloper has the full power and authority to execute this Agreement and this Agreement shall constitute the legal, valid and binding obligation of the Redeveloper in accordance with its terms, and the consent of no other party is required for the execution and delivery of this Agreement by the Redeveloper or the consummation of the transaction contemplated hereby. c) The making and performance of this Agreement by the Redeveloper and the execution and delivery of the documents to be delivered by the Redeveloper pursuant hereto, have been duly authorized by all necessary action of the Redeveloper, and this Agreement and such documents will be valid and binding obligations of the Redeveloper enforceable in accordance with their terms. d) The Redeveloper will cause the Minimum Improvements to be constructed, operated and maintained in accordance with the terms of this Agreement, the Urban Renewal Wednesday, May 27, 2015 Page 5 Plan, and all local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations), except for minor variances necessary to construct the Minimum Improvements contained in any Construction Plans (as defined in Section 301 hereof) approved by the City. e) The Redeveloper will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. The Redeveloper's Architect will work with the City's Design Review Committee on the final designs of the project. The Design Review Committee will ultimately approve or disapprove the exterior design of the building. This agreement is contingent on the Redeveloper's Architect and the City's staff Design Review Committee reaching agreement on the exterior design of the building. If the final exterior design substantially deviates from the concept plan shown in Exhibit L, it shall be subject to approval by Council. f) The Redeveloper will use its best efforts to obtain, or cause to be obtained, permission from the United States Federal Aviation Administration (FAA) to construct the Minimum Improvements, which shall be a condition precedent to the City's conveyance of the Property to Redeveloper. g) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and 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 spend enough in construction of the Minimum Improvements, when combined with the value of the Property and related site improvements, to equal or exceed the Assessor's Minimum Actual Value set forth in Section 7 of this Agreement. The Redeveloper estimates that the Assessor's Minimum Actual Value set forth in Section 7 of this Agreement is a reasonable estimate of the actual value for ad valorem tax purposes. i) The Redeveloper has not received any notice from any local, state or federal official that the activities of the Redeveloper with respect to the Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the City has been notified). The Redeveloper is not aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State or federal environmental law, regulation or review procedure, and the Redeveloper is not aware of any violation of any local, State or federal law, regulation or review procedure which would give any person a valid claim under any State or federal environmental statute. 6) The Redeveloper shall proceed with due diligence to obtain construction financing commitments, which commitments shall be sufficient to enable the Redeveloper to successfully complete the Minimum Improvements as contemplated in this Agreement. Redeveloper will obtain all financing commitments necessary for the construction of the Wednesday, May 27, 2015 Page 6 Minimum Improvements prior to the issuance of a foundation permit or the City's issuance of bonds, whichever is earlier, but in no event later than one year from the date of this Agreement, and provide a copy of such commitments to the City by such date. This agreement is contingent upon Redeveloper obtaining financing upon terms and conditions satisfactory to Redeveloper and City, and shall be a condition precedent to the City's conveyance of the Property to Redeveloper in accordance with Section 6 herein. In the event such financing is not obtained by Redeveloper within one year from the date of this Agreement, Redeveloper or the City shall have the right to terminate this Agreement. k) The Redeveloper will cooperate fully with the City in resolution of any traffic, parking, trash removal, public safety or any other problems which may arise in connection with the construction and operation of the Minimum Improvements. The Redeveloper shall submit a written construction management plan to the Director of Public Works for his approval. The Redeveloper will coordinate staging for construction of the Minimum Improvements with the Public Works Director and the Parks and Recreation Director. Redeveloper shall obtain from the City any necessary temporary construction easements in accordance with Section 1(b) herein. 1) The Redeveloper is providing on-site all parking spaces required for residential units pursuant to the Iowa City Code of Ordinances. The City acknowledges that certain residential units will be designed and constructed in a manner that would allow for them to be added to the hotel, though the units so designed shall be considered residential units for the purposes of calculating the number of required on-site parking spaces. Notwithstanding this provision, the Redeveloper may enter into an agreement with the City of Iowa City for additional parking not otherwise required by City Code pursuant to an agreement for parking in the Chauncey Swan Parking Ramp on substantially the same terms as the attached Exhibit M. Section 3. Conveyance of Property. a. Purchase Price. Subject to the terms, covenants, and conditions of this Redevelopment Agreement, the City will sell the following legally described property to Redeveloper for, and the Redeveloper will purchase from the City and pay therefor the amount of $1,870,000 ("Purchase Price"): Lot 5, the West 30' of Lot 6, and the western 160' of the 20' wide alley, all on Block 43, Original Town, Iowa City, Iowa. Said Purchase Price shall be paid to the City in immediately available funds at closing. Said property shall be sold as is. b. Foran of Deed. The City shall convey to the Redeveloper title to the Property by Quit Claim Deed Deed"). Such conveyance and title shall be, in addition to all conditions, covenants and restrictions set forth or referred to elsewhere in this Agreement, subject to all conditions, covenants and restrictions set forth in the Urban Renewal Plan. c. Recordation ofDeed. Wednesday, May 27, 2015 Page 7 The Redeveloper shall properly file the Deed for recordation among the land records in the office of the Johnson County, Iowa Recorder. The Redeveloper shall pay all costs for so recording the Deed, Memorandum of this Agreement, and any necessary easement agreements provided for in this Agreement. d. Abstract of Title. The City, at its expense, shall provide an Abstract of Title on the subject property continued through the date of this Agreement, for examination by the Redeveloper. The City shall deliver said Abstract to Redeveloper within 30 calendar days of the date of this Agreement, after which the Redeveloper 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 in the City in conformity with this Agreement, Iowa law and the title standards of the Iowa State Bar Association, and shall show title free and clear of all taxes, encumbrances, easements, covenants, reservations and restrictions, except as otherwise agreed to herein, which shall be subject to approval of Redeveloper after examination of the abstract of title and review of the specific terms of 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. Section 4. Time for Commencement and Completion of Minimum Improvements. The construction of the Project and Minimum Improvements shall commence not later than one (1) year from the date of this Agreement, and shall be substantially completed on or before December 31, 2018. Section 5. Time for Closing and Certain Other Actions. a) Progress Reports and Time for Submission of Construction Plans Redeveloper will keep the City informed regarding the status of the project by responding to inquiries from representatives of the City and furnishing progress reports as reasonably requested, but not less than quarterly during construction. Redeveloper agrees to provide to the City schematic design development drawings showing preliminary floor plans, elevations and related information, particularly with regard to the bowling alley and movie theatres, no later than 180 calendar days after the date of this Agreement. No formal response will be required from the City to these design development drawings. The City, however, will alert Redeveloper to any known code violations or other design issues that would impact the acceptance of the Construction Plans. The time within which the Redeveloper shall submit its initial Construction Plans to the City in any event, pursuant to Part II, Article III hereof, shall be not later than 270 calendar days from the date of this Agreement for the site preparation and foundation plans; 365 calendar days from the date of this Agreement for the structural and shell construction plans; and 480 calendar days from the date of this Agreement for the finish construction plans. Within 30 calendar days of each submittal, the City shall review and approve or reject and make recommendations for corrections to said Construction Plans. The City's review of said Construction Plans shall be Wednesday, May 27, 2015 Page 8 based on the Urban Renewal Plan, all applicable codes and any additional requirements imposed on the Redeveloper under this Agreement. b) Time for Submission of Corrected Construction Plans. Except as provided in Paragraph (c) of this Section, the time within which the Redeveloper shall submit any new or corrected Construction Plans as provided for in Section 301 shall be not later than thirty (30) calendar days after the date the Redeveloper receives written notice from the City of the City's rejection and recommendations for corrections to the Construction Plans referred to in the latest such notice. c) Maximum Time for Approved Construction Plans. In any event, the time within which the Redeveloper shall submit Construction Plans which conform to the requirements of Section 301 hereof and are approved by the City shall be not later than sixty (60) calendar days after the date the Redeveloper receives written notice from the City of the City's first rejection and recommendations for corrections to the original Construction Plans submitted to it by the Redeveloper. d) Time for City Action on Change in Construction Plans. The time within which the City may reject any change in the Construction Plans, as provided in Section 301 hereof, shall be thirty (30) calendar days after the date of the City's receipt ofnotice of such change. e) Time for Submission ofEvidence of Financing Ability. Prior to conveyance of the Property to Redeveloper or issuance of bonds, whichever is earlier, but in no event later than one year from the date 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, as provided in Sections 301 and 20) hereof. f) Time and Place for Closing and Delivery of Deed. If the conditions precedent to closing set forth in Section 6 have been satisfied, the City shall deliver the Deed and possession of the Development Property to the Redeveloper on or before one (1) year from the date this Agreement is executed, 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 City or Redeveloper may terminate this Agreement or waive or extend the time for satisfaction of such conditions precedent. Conveyance of the Deed shall be made at the principal office of the City on the Closing Date and the Redeveloper shall accept such conveyance and pay to the City at such time and place the Purchase Price in immediately available funds. Section 6. Conditions Precedent to Conveyance ofProperty The City's obligation to convey title and possession of the Property to the Redeveloper on the Closing Date, and Redeveloper's obligation to accept title and possession of the Property on the Closing Date shall be subject to satisfaction of the following conditions precedent: Wednesday, May 27, 2015 Page 9 a) The Redeveloper and the City shall be in material compliance with all of the terms and provisions of this Agreement; b) The Redeveloper shall have submitted to the City those Construction Plans due within 270 calendar days from the date of this Agreement pursuant to Part I, Section 5(a), and shall have been approved by the City Part II, Article III of this Agreement. The Redeveloper shall have submitted to the City a certification that the plans are in compliance with the Urban Renewal Plan. c) The Redeveloper shall have furnished the City with evidence in a form satisfactory to the City (such as a letter of commitment from a bank or other lending institution), that the Redeveloper has firm commitments for construction and permanent financing acceptable to Redeveloper for the Project in an amount sufficient, together with equity commitments, to complete the Project in conformance with the Construction Plans, or the City shall have received such other evidence of the Redeveloper's financial ability as in the reasonable judgment of the City is required; d) The Redeveloper shall have furnished the City with evidence in a form satisfactory to the City of the acquisition of performance and payment bonds for the Project; e) The City shall have completed all steps necessary to authorize the issuance of City - issued Bonds or other funding mechanism to finance that portion of the Economic Development Construction Grant described in Part II, Article I, Section 101(b) below, on such terms and conditions as the City shall have determined to be acceptable to it, in its sole discretion; f) Execution of the Minimum Assessment Agreements, pursuant to Part I, Section 7 of this Agreement; g) Execution of a Utility Easement Agreement, pursuant to Part I, Section 1(c) of this Agreement; h) Execution of Temporary Construction Easement Agreement pursuant to Part I, Section 1(b) of this Agreement; i) Execution of a Temporary Use of Right -of -Way Agreement pursuant to Part I, Section 1(e), if applicable; j) Redeveloper's acquisition of title to the East 50' of Lot 6, Block 43, Iowa City, Iowa, or proof satisfactory to the City that Redeveloper has the right to acquire such rights in a timely manner; k) Receipt of an Opinion of Counsel to Redeveloper as to the subject of and in the form of Exhibit K, attached hereto; 1) Receipt of final approval from the FAA to allow for the building height shown in the Construction Plans; Wednesday, May 27, 2015 Page 10 m)Agreement of the Redeveloper's Architect and the City's staff Design Review Committee on the exterior design of the building pursuant to Part I, Section 2(e) of this Agreement. If such agreement is not reached, Redeveloper has the right, at its option, to terminate this Agreement; n) Vacation ofthe public alley included in the Property; and o) Rezoning of the Property to CB -10, without conditions that would make it impossible for the Redeveloper to construct the Project as contemplated herein. The City and Redeveloper acknowledge that the following conditions are reasonable and would allow construction of the Project as contemplated herein: i. Any building constructed thereon shall be a mixed-use building no more than 15 stories in height and shall contain a minimum of two floors of Class A Office space; ii. The building height shall step -back at the third and the fifth floors along the Gilbert Street frontage and at least 70 feet ofthe College Street frontage; iii. All required parking for residential uses being provided on-site; and iv. The exterior building design shall be approved by the City's Design Review Committee prior to issuance of any building permit. Section 7. Minimum Assessment Agreements. The Redeveloper acknowledges and agrees that the grant to the Redeveloper provided for in Section 101 of this Agreement contemplates that the property tax revenues generated from the Project on the Property legally described in Exhibit C and all units currently owned by Central Park, L.L.C. within the PARK @201 Property according to the Declaration thereof recorded December 23, 2013 in Book 519, Page 481, Records of the Recorder of Johnson County, Iowa hereinafter referred to as "the Park @201 Property"), will be sufficient to repay the cost of the Bonds referred to in Section 101 of this Agreement. In order to induce the City to make such grant and issue such Bonds, Redeveloper agrees to enter into a Minimum Assessment Agreement in a form in substantial compliance with Exhibit H attached hereto, in order to establish a Minimum Actual Value for the land and Minimum Improvements for this Project, and to enter into an Amendment to the Minimum Assessment Agreement for the Park @201 Property in a form in substantial compliance with Exhibit I attached hereto. The Redeveloper acknowledges and agrees that it, or the owners of condominium units sold, will pay when due all taxes and assessments, general or special, and all other charges whatsoever levied upon or assessed or placed against the Property and Minimum Improvements thereon and those units currently owned by Central Park, L.L.C. in the Park @201 Property. The Redeveloper further agrees that, prior to the final maturity date of all bonds, notes or other obligations issued by the City to finance its costs of the Project: a) neither it nor the owners of condominium units sold will seek administrative or judicial review of the applicability of any tax statute determined by any official to be applicable to the Property, the Redeveloper, or the owners of condominium units sold, or raise the Wednesday, May 27, 2015 Page 11 inapplicability of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; b) neither it nor the owners of condominium units sold will seek administrative or judicial review of the constitutionality of any tax statute determined by any official to be applicable to the Property, the Redeveloper, or the owners of condominium units sold, or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; and c) it will not cause a reduction in the taxable valuation upon which real property taxes are paid with respect to the Project, which consists of a multi -use structure generally consistent with the Minimum Improvements and Uses shown on Exhibit D, below the amount of 16,345,771 after taking into consideration any factors such as "roll -backs" which would reduce the taxable value of the Property as of January 1, 2018, and below the amount of $30,128,234 after taking into consideration any factors such as "roll -backs" which would reduce the taxable value of the Property as of January 1, 2019 ("Assessor's Minimum Actual Value") through: i) willful destruction of the Property or the Park @201 Property, or any part thereof; ii) a request to the City Assessor of Iowa City, Iowa to reduce the Minimum Actual Value of the Property below the amount noted above or the Park @201 Property below the amount noted in Exhibit I; iii) an appeal to the Board of Review of the City of Iowa City or to the Board of Review of Johnson County to reduce the Minimum Actual Value of the Property below the amount noted above or the Park @201 Property below the amount noted in Exhibit I; 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 or the Park @201 Property below the amount noted in Exhibit I; v) an action in any District Court of the State of Iowa seeking a reduction in the Minimum Actual Value of the Property below the amount noted above or the Park @201 Property below the amount noted in Exhibit I; vi) 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, whether administrative, legal or equitable, with any administrative body within the City of Iowa City, Johnson County, or the State of Iowa or within any court of the State of Iowa or the federal government. Wednesday, May 27, 2015 Page 12 The Redeveloper or owners of condominium units sold shall not, prior to the final maturity date of the bonds, notes, or other obligations issued by the City to finance its costs of Contribution to the Project, as outlined in Section 101 hereof, cause or voluntarily permit the Property or the Park @201 Property to become other than taxable property (except as permitted herein); to be taxable at an amount less than the Minimum Actual Values noted above and shown on Exhibit I; to be owned by a utility or any other entity of a type where the assessed value of taxable property of such entity is not treated as located within the Urban Renewal Area in its entirety; to be owned by any entity having tax exempt status; or apply for a deferral of property tax on the Property or the Park @201 Property pursuant to any present or future statute or ordinance. Nothing contained herein is intended to, and shall not be construed to, in any way limit Redeveloper's right to sell condominium units in the Project or the Park @201 Property at any time subject to the terms of this Agreement and the applicable Minimum Assessment Agreement. The Redeveloper agrees that it and its successors in interest, including owners of condominium units sold, is bound by the applicable Minimum Assessment Agreements attached as Exhibits H and I, fixing the Minimum Actual Value of the Property and the Park @201 Property as approved by the Assessor and the City as set forth herein. The Redeveloper shall provide to the City a title opinion showing all lienholders, and all such lienholders shall consent to the Minimum Assessment Agreements. The Redeveloper recognizes that the grant to the Redeveloper pursuant to the Agreement is conditional upon sufficient property taxes being generated by this Property and the Park @201 Property to repay the costs ofthe Bonds issued to make such grant. The City will need property taxes from the Property and the Park @201 Property in the amounts and at the times set forth in the applicable Minimum Assessment Agreement. If for any reason the property taxes are less than the amount set forth in the applicable Minimum Assessment Agreement for any fiscal year, the assessor shall increase the assessed value of the Project for the next fiscal year in an amount to cover such property tax deficiency. If, for any reason, the assessor does not so increase the assessed value, Redeveloper shall make a payment to the City in the amount of the difference between the property tax revenue and the cost of the bonds. The Redeveloper contemplates that a portion of the Project will be residential condominium units which will be subject to the property tax "roll -back" referred to previously. The Redeveloper 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. The Redeveloper agrees that the difference between the Minimum Actual Value and the amount allocated to the residential condominium units for the Project will be allocated to the remainder of the Project. The Minimum Actual Values herein established shall be of no further force and effect and the Minimum Assessment Agreements shall terminate twenty-nine (29) years from the issuance of the Bonds or when the Bonds are paid off, whichever is earlier. The Minimum Assessment Agreements shall be certified by the Assessor for the City as provided in Iowa Code Section 403.6(19) and shall be filed for record in the office of the Wednesday, May 27, 2015 Page 13 Johnson County Recorder, and such filing shall constitute notice to any subsequent encumbrancer or purchaser of the Property (or part thereof) and the Park @201 Property (or part thereof), whether voluntary or involuntary, and such Minimum Assessment Agreement shall be binding and enforceable in its entirety against any such subsequent purchaser or encumbrancer, including the holder ofany First Mortgage. If, for any reason, the Minimum Assessment Agreements are held to be invalid or unenforceable for any reason whether in whole or in part and the property tax revenue generated by the Project is insufficient to pay the cost of the Bonds as they become due, the Redeveloper agrees to make a contractual payment to the City in the amount of the difference between the amount of the property tax revenue and such cost of the Bonds. Section 8. Notices and Demands 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 or delivered personally to the Redeveloper at 221 E. College Street, #1301, Iowa City, Iowa 52240, Attn: Marc B. Moen; and b) In the case of the City, is addressed to or delivered personally to the City Manager at City Hall, 410 E. Washington St, Iowa City, Iowa, 52240, or at such other address with respect to either party as that party may from time to time designate in writing and forward to the other as provided in this Section. Section 9. Countemarts. The Agreement may be executed in multiple counterparts, each of which shall constitute one and the same instrument. PART II ARTICLE I. CITY CONTRIBUTIONS TO PROJECT Section 101. Contributions by City. The City agrees to the following contributions in connection with the Project: a) City agrees to acquire, once occupancy permits have been issued, five (5) one - bedroom units, for a total price of $1,000,000.00, with the intention that these units be leased to income -qualified tenants. Said units shall be scattered throughout the residential floors of the Project in locations and sizes acceptable to the City. b) Subject to authorization required by state and federal law, the City agrees to issue a short-term, four-year note in an amount not less than $12,097,250 (the "Note) and to refinance the Note upon maturity with general obligation or urban renewal Wednesday, May 27, 2015 Page 14 tax increment revenue bonds or notes (both issuance of the Note and refinance thereof are subsequently referred to herein as "Bonds") with a 25 -year repayment schedule to fund an Economic Development Construction Grant to the Redeveloper and to finance the Project as outlined below provided, however, that the City may, in its sole discretion, fund such grant in whole or in part through any other means available to the City other than the sale of Bonds. c) Subject to authorization and sale of Bonds as set forth above, the City will make an Economic Development Construction Grant for the use by the Redeveloper in the amount of $14,187,250 ("Economic Development Construction Grant"). The grant funds shall be released to the Redeveloper on a pro rata basis with the proceeds of the construction loan for progress payments to the contractor based on Applications for Payment submitted to the Architect by the Contractor at such time as Certificates of Payment are issued by the Architect and in the amounts so certified. d) Conditions Precedent to City Contributions. Notwithstanding any other provision of this Agreement to the contrary, the City's obligations to pay the Economic Development Construction Grant to the Redeveloper and to acquire five (5) one - bedroom units, shall be subject to satisfaction of the following conditions precedent: 1) The Redeveloper shall be in material compliance with all the terms and provisions of this Agreement; 2) The City shall have completed the issuance of the Note and sale of the Bonds or other funding mechanism at such times and on such terms and conditions as it shall deem necessary or desirable in its sole discretion; 3) Execution and recording of the Minimum Assessment Agreements by the City and Redeveloper pursuant to Part I, Section 7 of this Agreement; 4) There has not been a substantial change for the worse in the financial resources and ability of the Redeveloper or a substantial decrease in the financing commitments secured by the Redeveloper for construction of the Minimum Improvements, which change(s) makes it likely, in the reasonable judgment of the City, that the Redeveloper will be unable to fulfill its covenants and obligations under this Agreement. ARTICLE II. RIGHTS OF ACCESS TO PROPERTY Section 201. Right of Entry for Utility Service. The City reserves for itself, and any public utility company, as may be appropriate, the unqualified right to enter upon the Property at all reasonable times for the purpose of reconstructing, maintaining, repairing, or servicing the following public utilities located within the Property boundary lines: a. storm sewer; b. water; and c. electricity. Wednesday, May 27, 2015 Page 15 Section 202. Redeveloper Not To Construct Over Utility Easements. The Redeveloper shall not construct any building or other structure or improvement on, over, or within the boundary lines of any easement for public utilities unless such construction is provided for in such easement or has been approved by the City. If approval for such construction is requested by the Redeveloper, the City shall use its best efforts to assure that such approval shall not be withheld unreasonably. If relocation of such utilities is reasonable, Redeveloper shall pay all costs of such relocation. Section 203. Access to Property. The Redeveloper shall permit the representatives of the City access to the Property at all reasonable times which it deems necessary for the purposes of this Agreement including, but not limited to, inspection of all work being performed in connection with the construction of the Minimum Improvements. No compensation shall be payable nor shall any charge be made in any form by any party for the access provided for in this Section. ARTICLE III. CONSTRUCTION PLANS; CONSTRUCTION OF IMPROVEMENTS; CERTIFICATE OF COMPLETION 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 ofthe Minimum Improvements shown on Exhibit D and as outlined in Part I, Section 1 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 Part I, Section 5(a) above, the Redeveloper shall submit to the City for design review and approval plans, drawings, specifications, and related documents, and the proposed construction schedule in sufficient completeness and detail to show that such Minimum Improvements and construction thereof will be in accordance with the provisions of the Urban Renewal Plan, this Agreement, and all applicable codes. Said plans, drawings, specifications, related documents, and progress schedule, together with any and all changes therein approved in writing by the City in accordance with Section 302 hereof, except as otherwise clearly indicated by the context, are collectively defined as "Construction Plans" with respect to the Minimum Improvements to be constructed. If the Construction Plans conform to the provisions of the Urban Renewal Plan, this Agreement, and all applicable codes, the City shall approve in writing such Construction Plans and no further filing by the Redeveloper or approval by the City thereof shall be required except with respect to any material change. The City will then, upon appropriate showing of compliance with the requirements of the previous sentence, issue the appropriate building permit(s). Failure by the City to identify a code deficiency during plan review does not, however, relieve the Redeveloper from any obligation to comply with all applicable code provisions. Such Construction Plans shall, in any event, be deemed approved unless rejection thereof in writing by the City, in whole or in part, setting forth in detail the reasons therefore, shall be made within the time specified in Part 1, Section 5 hereto. If the City so rejects the Construction Plans in whole or in part as not being in conformity with the Urban Renewal Plan, this Agreement, or all applicable codes, the Redeveloper shall submit new or corrected Construction Plans which are in conformity with the Urban Renewal Plan, this Agreement, and all applicable codes within the Wednesday, May 27, 2015 Page 16 time specified in Paragraph (b), Section 5 hereof, after written notification to the Redeveloper of the rejection. The provisions of this Section relating to approval, rejection, and resubmission of corrected Construction Plans herein above provided with respect to the Construction Plans shall continue to apply until the Construction Plans have been approved by the City: Provided, that in any event the Redeveloper shall submit Construction Plans which are in conformity with the requirements of the Urban Renewal Plan for the Project, this Agreement and all applicable codes, as determined by the City, no later than the time specified therefore in Paragraph c, Section 5 of Part I hereof. All work with respect to the Minimum Improvements to be constructed or provided by the Redeveloper on the Property shall be in conformity with the Construction Plans as approved by the City. The term Minimum Improvements, as used in this Agreement, shall be deemed to have reference to the Minimum Improvements as provided and specified in the Construction Plans as so approved and incorporated herein by Exhibit D. 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 nor subject the City to any liability for the Minimum Improvements as constructed. Section 302. Changes in Construction Plans. If the Redeveloper desires to make any substantial change in the Construction Plans after their approval by the City, the Redeveloper shall submit the proposed change to the City for its approval. Pursuant to Part I, Section 2(e), if the final exterior design substantially deviates from the concept plan shown in Exhibit L, it shall be subject to approval by Council. If the Construction Plans, as modified by the proposed change, conform to the requirements of Section 301 hereof with respect to such previously approved Construction Plans, the City shall approve the proposed change and notify the Redeveloper in writing of its approval. Such change in the Construction Plans shall, in any event, be deemed approved by the City unless rejection thereof, in whole or in part, by written notice thereof by the City to the Redeveloper, setting forth in detail the reasons therefore, shall be made within the period specified therefore in Paragraph d, Section 5 of Part I hereof. Section 303. Evidence of Equity Capital and Mortgage Financing. As promptly as possible and, in any event, no later than the time specified therefore in Part I, Section 5(e) hereof, the Redeveloper shall submit to the City evidence satisfactory to the City that the Redeveloper has the financial ability to construct the Minimum Improvements. Section 304. Commencement and Completion of Construction of Minimum Improvements. The Redeveloper agrees for itself, its successors and assigns, and every successor in interest to the Property, or any part thereof, and each deed or other conveyance shall contain covenants on the part of the Redeveloper for itself and such successors and assigns, that the Redeveloper, and such successors and assigns, shall promptly begin and diligently prosecute to completion the redevelopment of the Property through the construction of the Minimum Improvements thereon, and that such construction shall in any event begin within the period Wednesday, May 27, 2015 Page 17 specified in Part I, Section 4 hereof and be completed within the period specified in such Section 4. It is intended and agreed, and each deed or other conveyance of the Property or any portion thereof shall so expressly provide, that the construction of the Minimum Improvements shall be covenants running with the land and they shall, in any event, and without regard to technical classification or designation, legal or otherwise, and except only as otherwise specifically provided in this Agreement itself, be, to the fullest extent permitted by law and equity, binding for the benefit of the community and the City and enforceable by the City against the Redeveloper and its successors and assigns to or of the Property or any part thereof or any interest therein. Section 305. Notice of Delays. Until construction of the Minimum Improvements has been completed, the Redeveloper shall give prompt notice in writing to the City of any adverse development which would materially affect or delay the completion of such construction. Upon such notification and subject to a written agreement with the City Manager, the completion date will be extended accordingly. Section 306. Certificate of Completion. a) Promptly after completion of the Minimum Improvements in accordance with those provisions of this Agreement relating solely to the obligations of the Redeveloper to construct the Minimum Improvements (including the dates for beginning and completion thereof), the City will furnish the Redeveloper with an appropriate instrument so certifying. 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 satisfaction of any obligation of the Redeveloper to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance the Minimum Improvements, or any part thereof. b) The certification provided for in this Section 306 shall be in such form as will enable it to be recorded in the proper office for the recordation of deeds and other instruments pertaining to the Property. If the City shall refuse or fail to provide any certification in accordance with the provisions of this Section, the City shall, within thirty (30) calendar days after written request by the Redeveloper, provide the Redeveloper with a written statement indicating in adequate detail in what respects the Redeveloper has failed to complete the Minimum Improvements in accordance with the provisions of this Agreement, or is otherwise in default, and what measures or acts will be necessary, in the opinion of the City, for the Redeveloper to take or perform in order to obtain such certification. ARTICLE IV. RESTRICTIONS UPON USE OF PROPERTY Section 401. Restrictions on Use. The Redeveloper agrees for itself, its successors and assigns, that each deed or other conveyance shall contain covenants on the part of the Redeveloper for itself, such successors and assigns, that the Redeveloper and such successors and assigns, shall: Wednesday, May 27, 2015 Page 18 a) devote the Property only to, and in accordance with, the uses specified in the Urban Renewal Plan, to construct the uses specified in Part I, Section 1 of the Agreement, including Exhibits D and L, and to use best efforts to continue to use the property for said uses; and b) not discriminate upon the basis of age, race, creed, color, disability, gender identity, marital status, sex, sexual orientation, religion, national origin, familial status, or the presence or absence of dependents or public assistance source of income in the sale, lease, or rental or in the use or occupancy of the Property or any Minimum Improvements erected or to be erected thereon, or any part thereof. Section 402. Covenants; Binding Upon Successors in Interest; Period of Duration. It is intended and agreed, and each deed or other conveyance shall so expressly provide, that the agreements and covenants provided in Section 401 hereof shall be covenants running with the land and that they shall, in any event, and without regard to technical classification or designation, legal or otherwise, and except only as otherwise specifically provided in this Agreement, be binding, to the fullest extent permitted by law and equity, for the benefit and in favor of, and enforceable by, the City, its successors and assigns, and any successor in interest to the Property, or any part thereof, against the Redeveloper, its successors and assigns, and any party in possession or occupancy of the Property or any part thereof. It is further intended and agreed that the agreements and covenants provided in Section 401 hereof shall remain in effect until twenty-nine years from the issuance of the Bonds or when the Bonds are paid off, whichever is earlier. Provided, That such agreements and covenants shall be binding on the Redeveloper itself, each successor in interest to the Property, and every part thereof, and each party in possession or occupancy, respectively, only for such period as such successor or party shall have title to, or an interest in, or possession or occupancy of the Property or any part thereof. The terms "uses specified in the Urban Renewal Plan" and "land use" referring to the provisions of the Urban Renewal Plan, or similar language, in this Agreement shall include the land and all building, housing, and other requirements or restrictions of the Urban Renewal Plan pertaining to such land. Section 403. City Rights To Enforce. In amplification, and not in restriction, of the provisions of the preceding Section, it is intended and agreed that the City and its successors and assigns shall be deemed beneficiaries of the agreements and covenants provided in Section 401 hereof, both for and in its own right and also for the purposes of protecting the interests of the community and other parties, public or private, in whose favor or for whose benefit such agreements and covenants have been provided. Such agreements and covenants shall (and each deed shall so state) run in favor of the City, until shall terminate twenty-nine years from the issuance of the Bonds or when the Bonds are paid off, whichever is earlier, during which time such agreements and covenants shall be in force and effect, without regard to whether the City has at any time been, remains, or is an owner of any land or interest therein to or in favor of which such agreements and covenants relate. The City shall have the right in the event of any breach of any such agreement or covenant to exercise all the rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breach of agreement or covenant, to which it or any other beneficiaries of such agreement or covenant may be entitled, and shall be entitled to recover, in addition to its court costs, a Wednesday, May 27, 2015 Page 19 reasonable attorney's fee to be fixed by the court, and such recovery shall include court costs and attorney's fees on appeal, if any. 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 and will be used for the purpose of redevelopment of the Property and not for speculation in land holding. The Redeveloper further recognizes: a) the importance of the redevelopment of the Property to the general welfare of the community; b) the substantial financing and other public aids that have been made available by law and by the City for the purpose of making such redevelopment possible; and c) the fact that any act or transaction involving or resulting in a significant change in the ownership or with respect to the identity of the parties in control of the Redeveloper or the degree thereof, is for practical purposes a transfer or disposition of the Property then owned by the Redeveloper, and that the qualifications and identity of the Redeveloper are of particular concern to the community and the City. The Redeveloper recognizes that it is because of such qualifications and identity that the City is entering into this Agreement with the Redeveloper. Section 502. Prohibition Against Transfer of Property and Assignment of Agreement. For the foregoing reasons, the Redeveloper represents and agrees for itself, and its successors and assigns, that: a) the Redeveloper has not made or created, and that it will not, before completion of the Minimum Improvements and receipt of a Certificate of Completion pursuant to Section 306, make or create, or suffer to be made or created, any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or the Property, or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior written approval of the City. b) Notwithstanding the restrictions set forth in Section 502(a), the Redeveloper may: 1. make such transfer or assignment only by way of security only for the purpose of obtaining financing necessary to enable the Redeveloper or and successor in interest to the Property, or any part thereof, to perform its obligations with respect to constructing the Minimum Improvements under this Agreement; 2. lease space in the ordinary course of business for the purposes set forth in Exhibit D; and 3. sell commercial and residential condominium units in the Project at any time subject to the terms of the Minimum Assessment Agreement and the restrictions on use described in Section 401 herein. Wednesday, May 27,201S Page 20 c) The City shall be entitled to require, except for such transfers, assignments, leases, conveyances or sales provided for in Section 502(b), as conditions to any such approval that: Any proposed transferee shall have the qualifications and financial responsibility, as determined by the City, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Redeveloper (or, in the event the transfer is of or relates to part of the Property, such obligations that relate to such part); 2. Any proposed transferee shall expressly assume, by instrument in writing satisfactory to the City and in form recordable among the land records, for itself, its successors and assigns, and expressly for the benefit of the City, all of the obligations of the Redeveloper under this Agreement and agree to be subject to all the conditions and restrictions to which the Redeveloper is subject (or, in the event the transfer is of or relates to part of the Property, such obligations, conditions, and restrictions that relate to such part), Provided that in the event any transferee or successor in interest to the Property, or any part thereof, does not, for whatever reason, expressly assume or agree to such obligations, conditions and restrictions, such lack of assumption or agreement shall not relieve or except such transferee or successor of such obligations, conditions, or restrictions; nor shall it deprive or limit the City of any rights, remedies or controls with respect to the Property or the construction of the Minimum Improvements unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the City. It being the intent that, to the fullest extent permitted by law and equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement, no transfer of or change of ownership in the Property, any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the City of or with respect to any rights, remedies or controls provided in or resulting from this Agreement that the City would have had, had there been no such transfer or change; 3. There shall be submitted to the City for review all instruments and other legal documents involved in effecting transfer; and if approved by the City, its approval shall be indicated to the Redeveloper in writing; 4. The consideration payable for the transfer by the transferee or on its behalf shall not exceed an amount representing the actual cost (including carrying charges) to the Redeveloper of the Property (or allocable to the part thereof or interest therein transferred) and the Minimum Improvements, if any, theretofore made thereon by it; it being the intent of this provision to preclude assignment of this Agreement or transfer of the Property (or any Wednesday, May 27, 2015 Page 21 parts thereof) for profit prior to the completion of the Minimum Improvements: and 5. The Redeveloper and its transferee or successor shall comply with such other conditions as the City may find desirable in order to achieve and safeguard the purposes of the Urban Renewal Act and the Urban Renewal Plan. Provided, That in the absence of a specific written agreement by the City to the contrary, no such transfer or approval by the City thereof shall be deemed to relieve the Redeveloper, or any other party bound in any way by this Agreement or otherwise, of its obligations with respect to the construction of the Minimum Improvements, or from any of its other obligations under this Agreement. Section 503. Information as to Parties in Control. In order to assist in the effectuation of the purposes of this Article V and the statutory objectives generally, the Redeveloper agrees that during the period between execution of this Agreement and completion of the Minimum Improvements as certified by the City, the Redeveloper will promptly notify the City of any and all changes whatsoever with respect to the identity of the parties in control of the Redeveloper or, the degree thereof, of which it or any of its officers or members have been notified or otherwise have knowledge or information. Section 504. Status of Redeveloper; Transfer of Substantially All Assets. As security for the obligations of the Redeveloper under this Agreement, the Redeveloper represents and agrees that prior to January 1, 2043, the Redeveloper will maintain its existence as a limited liability company and will not wind up or otherwise dispose of all or substantially all of its assets or assign its interest in this Agreement to any other party; Provided, That the Redeveloper may sell or otherwise transfer to a partnership, corporation or limited liability company organized under the laws of one of the United States, or an individual, all or substantially all of its assets as an entirety or assign its interest in this Agreement to any other party and thereafter wind up and be discharged from liability hereunder if (i) the transferee partnership, corporation, limited liability company or individual assumes in writing all of the obligations of the Redeveloper under this Agreement and the Minimum Assessment Agreement; (ii) the City receives such new security from the successor Redeveloper to assure completion and operation of the Minimum Improvements during the term of this Agreement as the City deems necessary or desirable; and iii) the City receives such evidence as the City shall reasonably require, including an opinion of counsel, that the existing performance and payment bonds and security provided pursuant to this Agreement will remain in effect and will be enforceable against the existing Redeveloper and issuer of such bonds upon a default by the successor Redeveloper with respect to completion or operation of the Minimum Improvements. ARTICLE VI. MORTGAGE FINANCING; RIGHTS OF MORTGAGEES Section 601. Limitation Upon Encumbrance of Property. Prior to the completion of the Minimum Improvements, as certified by 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 Wednesday, May 27, 2015 Page 22 operation of law, or suffer any encumbrance or lien to be made on or attach to the Property, except for the purposes of obtaining funds only to the extent necessary for making the Minimum Improvements, including, but not limited to, engineering, development, legal and related Project costs (including costs of interior improvements, furnishings and fixtures). The Redeveloper (or successor in interest) shall notify the City in advance of any financing, secured by mortgage or other similar lien instrument, it proposes to enter into with respect to the Property, or any part thereof, and in any event it shall promptly notify the City of any encumbrance or lien that has been created on or attached to the Property, whether by voluntary act of the Redeveloper or otherwise. Nothing herein is intended to, and should not be construed to, in any way limit Redeveloper from selling condominium units in the Project at any time or limit purchasers from placing mortgages on the condominium units subject to the terms of this Agreement and the Minimum Assessment Agreement. Section 602. Mortgage Holder Not Obligated To Construct. Notwithstanding any of the provisions of this Agreement, the holder of any mortgage authorized by this Agreement including any such holder who obtains title to the Property or any part thereof as a result of foreclosure proceedings, or action in lieu thereof, but not including (a) any other party who thereafter obtains title to the Property or such part from or through such holder or (b) any other purchaser at foreclosure sale other than the holder of the mortgage itself) shall not be obligated by the provisions of this Agreement to construct or complete the Minimum Improvements or to guarantee such construction or completion; nor shall any covenant or any other provision in the deed be construed to so obligate such holder Provided, That nothing in this Section or any other Section or provision of this Agreement shall be deemed or construed to permit or authorize any such holder to devote the Property or any part thereof to any uses, or to construct any Minimum Improvements thereon, other than those uses or improvements provided or permitted in the Urban Renewal Plan and in this Agreement. Section 603. Copy of Notice of Default to Mortgagee. Whenever the City shall deliver any notice or demand to the Redeveloper with respect to any breach or default by the Redeveloper in its obligations or covenants under this Agreement, the City shall at the same time forward a copy of such notice or demand to each known holder of any mortgage authorized by this Agreement at the last address of such holder shown in the records ofthe City. Section 604. Mortgagee's Option To Cure Defaults. After any breach or default, each such holder shall (insofar as the rights of the City are concerned) have the right, at its option, to cure or remedy such breach or default (or such breach or default to the extent that it relates to the part of the Property covered by its mortgage) and to add the cost thereof to the mortgage debt and the lien of its mortgage Provided, That if the breach or default is with respect to construction of the Minimum Improvements, nothing contained in this Section or any other Section of this Agreement shall be deemed to permit or authorize such holder, either before or after foreclosure or action in lieu thereof, to undertake or continue the construction or completion ofthe Minimum Improvements (beyond the extent necessary to conserve or protect 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 Wednesday, May 27, 2015 Page 23 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. Subsequent to default or breach of this Agreement by the Redeveloper or successor in interest, in any case where the holder of any mortgage on the Property or part thereof: a) has, but does not exercise, the option to construct or complete the Minimum Improvements to the Property or part thereof covered by its mortgage or to which it has obtained title, and such failure continues for a period of sixty (60) days after the holder has been notified or informed of the default or breach; or b) exercises the option to construct or complete the Minimum Improvements but does not complete such Minimum Improvements within the period agreed upon by the City and such holder (which period shall in any event be at least as long as the period prescribed for such completion in this Agreement), and such default shall not have been cured within sixty (60) days after written demand by the City so to do, the City shall: a) have the option to pay to the holder the amount of the mortgage debt and securing an assignment of the mortgage and the debt secured thereby; or b) in the event ownership of the Property (or part thereof) has vested in such holder by way of foreclosure or action in lieu thereof, the City shall be entitled, at its option, to receive conveyance of title to the Property or part thereof (as the case may be) upon payment to such holder of an amount equal to the sum total of: i) the mortgage debt at the time of foreclosure or action in lieu thereof (less all appropriate credits, including those resulting from collection and application of rentals and other income received during foreclosure proceedings); ii) all expenses with respect to the foreclosure; iii) the net expense, if any (exclusive of general overhead), incurred by such holder in and as a direct result of the subsequent management of the Property; iv) the costs of any Minimum Improvements made by such holder; and 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. City's Option To Cure Mortgage Default. In the event the Redeveloper, or any successor in interest defaults or breaches its obligations under, and to the holder of, any mortgage or other instrument creating an encumbrance or lien upon the Property or part thereof Wednesday, May 27, 2015 Page 24 prior to the completion of the Minimum Improvements, the City may, 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 expenses incurred by the City including reasonable attorney's fees in curing such default or breach and to a lien upon the Property (or the part thereof to which the mortgage, encumbrance, or lien relates) for such reimbursement, in addition to and without limitation upon any other rights or remedies to which it shall be entitled by this Agreement, operation of law, or otherwise: Provided, That any such lien shall be subject always to the lien of (and any lien contemplated by, because of advances yet to be made,) any then -existing mortgages on the Property authorized by this Agreement. Section 607. Mortgage and Holder. For the purposes of this Agreement: The term mortgage" shall include a deed of trust or other instrument creating an encumbrance or lien upon the Property, or any part thereof, as security for a loan. The term "holder" in reference to a mortgage shall include a deed of trust. Section 608. Subordination and Modification for the Benefit of Mortgagees. a) In order to facilitate obtaining financing for the construction of the Minimum Improvements by the Redeveloper, the City agrees to subordinate its rights under this Agreement to the holder of the First Mortgage for the purposes described in Section 601 of this Agreement, but only Provided, That the First Mortgage or a subordination agreement provides that if the holder of the First Mortgage shall foreclose on the Redevelopment Property, the improvements thereon, or any portion thereof, or accept a deed to the Redevelopment Property in lieu of foreclosure, it shall consent to the Assessor's Minimum Actual Value set forth in the Minimum Assessment Agreement and all the provisions of the Minimum Assessment Agreement. b) In order to facilitate obtaining financing for the construction of the Minimum Improvements, the City agrees that it shall agree to any reasonable modification of this Article VI or waiver of its rights hereunder to accommodate the interests of the holder of the First Mortgage, provided, however, that the City determines, in its reasonable judgment, that any such modification(s) will adequately protect the legitimate interests and security of the City with respect to the Project and the Urban Renewal Plan. The City also agrees to consider such modification(s) of this Article VI with respect to other holders, and to agree to such modifications if the City deems such modification(s) necessary and reasonable. ARTICLE VII. REMEDIES Section 701. In General. Except as otherwise provided in this Agreement, in the event of any default or breach of this Agreement, or any of its terms or conditions, by either 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, including, but not limited to, proceedings to compel specific performance by the party in default or breach of its obligations. Wednesday, May 27, 2015 Page 25 Section 702. Other Rights and Remedies of City; No Waiver by Delay. The City shall have the right to institute such actions or proceedings as may be necessary to enforce the Redeveloper's covenants and obligations under this Agreement and to seek damages caused by a breach or default by the Redeveloper. The City may also institute such actions or proceedings it may deem desirable for effectuating the purposes of this Article VII, Provided, That any delay by the City in instituting or prosecuting any such actions or proceedings or otherwise asserting its rights under this Article VII shall not operate as a waiver of such rights or to deprive it of or limit such rights in any way (it being the intent of this provision that the City should not be constrained (so as to avoid the risk of being deprived of or limited in the exercise of the remedy provided in this Section because of concepts of waiver, laches, or otherwise) to exercise such remedy at a time when it may still hope otherwise to resolve the problems created by the default involved); nor shall any waiver in fact made by the City with respect to any specific default by the Redeveloper under this Section be considered or treated as a waiver of the City's rights with respect to any other defaults by the Redeveloper under this Section or with respect to the particular default except to the extent specifically waived in writing. Section 703. Enforced Delay in Performance for Causes Beyond Control of Party. Performance by any party under this Agreement may be subject to unavoidable delays outside the control of the party claiming its occurrence, which are the direct result of strikes, other labor troubles, unusually severe or prolonged bad weather, acts of God, fire or other casualty to the Minimum Improvements, litigation commenced by third parties, or acts of any federal, State or local governmental unit (other than the City) which directly result in such delays. Such delays shall constitute sufficient legal excuse for delayed performance under the terms of this Agreement. Section 704. Rights and Remedies Cumulative. The rights 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 not preclude the exercise by it, at the same or different times, of any other such remedies for the same default or breach or of any of its remedies for any other default or breach by the other party. No waiver made by either such party with respect to the performance, or manner or time thereof, or any obligation of the other party or any condition to its obligations under this Agreement shall be considered 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 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 VIII. MISCELLANEOUS Section 801. 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 City who exercises or has exercised any functions or responsibilities with respect to the Project during his or her tenure, or who is in a position to participate in a decision-making process or gain insider information with regard to the Project, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Project, Wednesday, May 27, 2015 Page 26 or in any activity, or benefit therefrom, which is part of this Project at any time during or after such persons' tenure. Section 802. Non -Discrimination. In carrying out the Project, the Redeveloper shall not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, gender identity, marital status, sexual orientation, religion, age, disability, familial status, presence or absence of dependents or public assistance source of income. The Redeveloper shall ensure that applicants for employment are granted employment, and the employees are treated during employment, without regard to their age, race, creed, color, disability, gender identity, marital status, sex, sexual orientation, religion or national origin. Section 803. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 804. Memorandum of Agreement. The parties agree to execute and record a Memorandum of Agreement, in substantially the form attached as Exhibit J to serve as notice to the public of the existence and provisions of this Agreement, and the rights and interests held by the City by virtue hereof. The Redeveloper shall pay all costs of recording. Section 805. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Iowa. Section 806. Administration of Agreement by City. The City Manager or designee shall administer the rights and obligations of the City hereunder. Section 807. Entire Agreement. This Agreement and the exhibits hereto reflect the entire agreement between the parties regarding the subject matter hereof, and supersedes and replaces all prior agreements, negotiations or discussions, whether oral or written. This Agreement may not be amended except by a subsequent writing signed by all parties hereto. Section 807. Binding on Successors. This Agreement shall inure to the benefit of and be binding upon the parties' successors in interest. 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 OF IOWA CITY, IOWA By: Matthew J. Hayek, a r ATTEST: Wednesday, May 27, 2015 Page 27 By: Marian -K. Karr, City Clerk STATE OF IOWA COUNTY OF JOHNSON On this 644' day of t-vim , 2015 before me a Notary Public in and for said County, personally appeared Matthew J. Hayek and Marian K. Karr, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the City of Iowa City, Iowa, a Municipal 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 its 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. KELLIE K. TUTTLE z~. Commiss!on Number 221819 My Co mis ion Expires iiaarba STATE OF IOWA COUNTY OF JOHNSON Notary Public in and for the State of Iowa SS This instrument was acknowledged before me on this ?"' day of 1 , 20 JS, by Marc B. Moen and , as members of The Chauncey, L.L.C. zLr A/ l u a t KELLIE K. TUTTLE Not Public in and for the State of Iowao '` Commission Number 221819 z ` any Co mis on Expires wA Wednesday, May 27, 2015 Page 28 r F=- ggROIILAS-D tt _ Srhod z Benton EXHIBIT A City -University Project 1 Urban Renewal Area As Amended Urban renewal area boundary 1969 OriginalArea D 2001 Amended Area 2012 Amended Area Wednesday, May 27, 2015 Page 29 EXHIBIT B LEGAL DESCRIPTION OF URBAN RENEWAL AREA Original Urban Renewal Area Beginning at a point on the north R.O.W. line of Burlington Street where it meets the east bank 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.O.W. line to the west R.O.W. line of Capitol Street; Thence north along said R.O.W. line to the centerline of Washington Street; Thence east along said centerline to the centerline of Linn Street; Thence south along said centerline to the south R.O.W. line of Court Street; Thence west along said R.O.W. line to the east bank of the Iowa River; Thence northerly along the east bank to the point of beginning. AND 2001 Amended Area Beginning at the northwest corner of Lot 1 Lyman Cooks Subdivision of Outlot 25; Thence south along the east R.O.W. line of Gilbert Street to the south R.O.W. line of Prentiss Street; Thence west along said south R.O.W. line to its intersection with Linn Street; Thence northeasterly along Ralston Creek to the west R.O.W. line of Maiden Lane; Thence north to the south R.O.W. line of Court Street; Thence west along said south R.O.W. line to the centerline of Linn Street; Thence north along said centerline to the centerline of Washington Street; Thence west along said centerline to the west R.O.W. line of Clinton Street; Thence north along said west R.O.W. line to the north R.O.W. line of Iowa Avenue; Thence east along said north R.O.W. line to the east R.O.W. line of Gilbert Street; Thence south along said east R.O.W. line to the point of beginning. ED 2012 Amended Area Beginning at the NW corner of Outlot 26, Original Town Subdivision; Thence south along the eastern R.O.W. line of Van Buren Street to where said R.O.W. ends at a point along the western boundary of Block 8, Lyon's 2nd Addition; Thence northwesterly along R.O.W. line to a point on the north R.O.W. line of the Iowa Interstate Railroad south of block 1, Lyon's 1st Addition; Thence southwesterly to the south R.O.W. line of the Iowa Interstate Railroad north of block 3, Lyon's 1st Addition; Thence southeasterly along the south Railroad R.O.W. to the eastern boundary of Van Buren Street south of the Railroad; Thence along said eastern boundary of Van Buren Street to the north right-of-way line of Kirkwood Avenue; Thence east to a point 11' west of the extended NE corner of lot 3, block 6, F.S. & E.W. Lucas 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 lots 1, 2, and 3, block 6, R.S. Lucas Addition; Thence westerly to a point on the east R.O.W. line ofthe N -S alley west of lots 4 & 5, block 6, R.S. Lucas Addition; Crossing the alley to the west R.O.W. line of said alley, continue south 7.5', more or less, to the NE corner of lot Wednesday, May 27, 2015 Page 30 30, Highland Park Addition; Thence westerly 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 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 westerly to the west R.O.W. line of Riverside Drive; Thence northerly along said west R.O.W. line to the centerline of Highway 6; Thence easterly along said centerline to the western bank of the Iowa River; Thence following the western bank of the Iowa River to the centerline of Myrtle Street extended to the Iowa River; Thence west to the west R.O.W. line of Riverside Drive/State Highway 1; Thence northerly along said highway R.O.W. to the north R.O.W. line of Burlington Street; Thence east to the east bank of the Iowa River; Thence south to the south R.O.W. line of Court Street; Thence easterly along the south R.O.W. line of Court Street to the west R.O.W. line of Maiden Lane; Thence south along said west R.O.W. line to Ralston Creek; Thence southwesterly along the creek to the south R.O.W. line of Prentiss Street; Thence east along said south R.O.W. line to the west R.O.W. line of Gilbert Street; Thence south along said west R.O.W. line to a point where it meets the extended centerline of Bowery Street; Thence easterly to a point where the centerline of Bowery Street meets the extended east R.O.W. line of Gilbert Street; Thence north along said east R.O.W. line to the northwest corner of Lot 1 Lyman Cooks Subdivision of Outlot 25; Thence east along the south R.O.W. line of Burlington Street to the point of beginning. Also including Lots 5 and 6 in Block 43, Original Town, and the alley and full width of the College Street right-of-way adjacent thereto. Wednesday, May 27, 2015 Page 31 EXHIBIT C LEGAL DESCRIPTION OF REDEVELOPMENT PROPERTY Lots 5, 6, and the West 160' of the 20' wide alley, all in Block 43, Original Town, Iowa City, Iowa. Wednesday, May 27, 2015 Page 32 EXHIBIT D MINIMUM IMPROVEMENTS AND USES Redeveloper shall complete the following minimum improvements and uses on the Redevelopment Property in accordance with the Redevelopment Agreement to which this Exhibit D is attached and as detailed in the "Exhibit L- Revised Section 8," dated April 3, 2015, attached hereto and incorporated herein. The project will consist of a fifteen story mixed-use building with the following components: 1. A 52 -space parking garage on the lower level, or as close to that number as reasonably feasible, to be accessed through the Chauncey Swan Parking Ramp. In no event shall the number of parking spaces provided on-site be less than the number required pursuant to the Iowa City Code of Ordinances for the Project's residential uses. 2. A minimum of 40,000 gross square feet of commercial space and common areas, which shall include the build -out of a 12 -lane bowling alley (or the maximum lanes achievable) and two movie theatres (one approximate 100 -seat and one approximate 150 -seat); and the provision of space for a cafe and an outdoor patio, which shall not intrude on to the Chauncey Swan Park. Open art and sculpture galleries shall also be provided in general conformity with Exhibit L. 3. Two full floors of Class A Office Space (levels 3-4), which may have private patios, but in no event shall these patios intrude upon the Chauncey Swan Park. 4. The build out of at least a 35 -unit hotel use, with a fitness room, business lounge, and lobby. These hotel units shall be constructed according to the Iowa City building code for apartments so that such units may be converted to apartments for lease or sale. The hotel use shall also contain a roof patio terrace. 5. A minimum of 60,000 SF of residential units with a condominium mix of studio, 1 bedroom and 2 bedroom units. Private balconies may be provided for the residential units, though in no case shall any said balcony intrude on to the adjacent City -owned property. The City acknowledges that certain residential units will be designed and constructed in a manner that would allow for them to be added to the hotel, though the units so designed shall be considered residential units for the purposes of calculating the number of required on-site parking spaces. 6. The building will be designed and constructed to at least LEED Silver standards, with the aspiration to achieve LEED Gold standard. The Redeveloper's registered and LEED- accredited architect must verify that the building has been constructed to meet the LEED Silver standards (or Gold, if Gold is achieved), and said verification must be satisfactory to City prior to issuance of an occupancy permit. LEED certification, however, shall not be required. A list of the point calculation based on actual on-site achievements will be submitted for City review. Wednesday, May 27, 2015 Page 33 7. Parking for the hotel use may be provided in a City -owned parking facility by purchasing parking from the City for parking in the Chauncey Swan Parking Ramp on terms substantially similar to the terms set forth in the attached Exhibit M. 8. Subject to the City's approval in accordance with this Redeveloper's Agreement, the following amenities shall be provided: a. Stairs along the north entrance to the Project site on the Chauncey Swan Park; b. A covered drop-offwithin the College Street right-of-way; c. A valet parking lane within the College Street right-of-way, to be constructed by Redeveloper contemporaneous with the reconstruction of the adjacent sidewalk on College Street; d. Up to two pedestrian connections to the Chauncey Swan parking ramp, to be constructed by Redeveloper in accordance with any temporary construction easement or access easement agreement entered into between the City and Redeveloper. 9. Redeveloper agrees to negotiate in good faith with the Bike Library to locate the Bike Library on the parking level of the Development. 10. Redeveloper shall design and construct improvements to the Chauncey Swan Park. Approval of the construction plans for said improvements shall be approved by the Parks and Recreation Director prior to construction thereof. Redeveloper hereby commits to spending up to $500,000 in actual construction costs for such improvements. Any construction costs above $500,000 shall be at the City's expense. Wednesday, May 27, 2015 Page 34 EXHIBIT E TEMPORARY USE OF RIGHT-OF-WAY AGREEMENT BETWEEN THE CITY OF IOWA CITY AND THE CHAUNCEY, L.L.C., FOR USE OF CERTAIN RIGHT-OF-WAY LOCATED ALONG COLLEGE STREET, IOWA CITY, IOWA This Agreement is made by and between The Chauncey, L.L.C., hereinafter "The Chauncey" and the City of Iowa City, Iowa, a municipal corporation, hereinafter referred to as "City." WHEREAS, The Chauncey is the fee owner of certain real estate addressed as 406 E. College Street, Iowa City, Iowa; and WHEREAS, The Chauncey is undergoing construction of a 15 -story mixed use building on the property, and have requested the right to install certain temporary intrusions into the public right- of-way; and WHEREAS, the City of Iowa City, Iowa is responsible for the care, supervision, and control of public right-of-way; and WHEREAS, the Department of Public Works has reviewed the proposed temporary use of the right-of-way, and fmds the temporary use is not structural, is a minimal intrusion into the public right-of-way, and also fmds that such temporary use is in the public interest. NOW, THEREFORE, IN MUTUAL CONSIDERATION OF THE PROMISES HEREIN, THE CHAUNCEY AND THE CITY AGREE AS FOLLOWS: In consideration of the City's permission herein to temporarily use of that portion of City right-of-way for the Project described above, The Chauncey agrees to maintain adequate pedestrian passage, traffic control, and signage as may be necessary to reasonably ensure public safety. 2. In consideration of The Chauncey's promises herein, the City agrees to allow The Chauncey to temporarily use that portion of the right-of-way shown on the attached exhibit for the purpose of installing, operating and maintaining a covered vehicular drop-off area. 3. The Chauncey shall be responsible for the removal, storage, and replacement of items located within the right-of-way which could be damaged during the construction of such temporary uses. Items include, but are not limited to, downspouts, electrical services, signage and sidewalks. 4. The Chauncey agrees to indemnify, defend and hold the City harmless against any and all claims for bodily injury, death or property damage arising out of its actions and use of the public right-of-way under this agreement, and those of its contractors, subcontractors, agents, employees and assigns specifically including any and all claims and/or liabilities which may be alleged against the City as a result of its decision to allow The Chauncey to temporarily close a portion of right-of-way adjacent to their property as described herein. The Chauncey further agrees to carry Class II liability insurance in the minimum amounts of $500,000 each occurrence, $1 million aggregate bodily injury, and $250,000 aggregate Wednesday, May 27, 2015 Page 35 property damage with contractual liability coverage included. The Chauncey shall furnish a certificate of insurance evidencing said valid insurance coverage to City, which certificate must be satisfactory to the City. The. Chauncey shall submit a certificate of insurance to the City prior to the commencement of construction of the temporary uses contemplated herein. After the construction is complete, The Chauncey agrees to restore any and all portions of the right-of-way substantially to its original condition. If The Chauncey fails to restore the right-of-way to the City's satisfaction as required in this paragraph, the City may restore the right-of-way, and the cost thereof shall be billed to The Chauncey for payment to City. Upon The Chauncey's failure to pay said billing, the removal costs shall be certified to Johnson County as a statutory lien and assessed against the property and collected in the same manner as a property tax, as provided in Section 364.12(2)(e), Iowa Code (2015). 6. The Chauncey agrees to cease and desist its temporary use and/or closure of the public right-of-way and to remove any and all obstructions from said right-of-way at any time upon the occurrence of any one of the following events: a. a breach of this agreement; b. the use of the property changes and/or the temporary use of the public right-of-way is no longer needed or appropriate, as determined by the City; C. within thirty (30) calendar days after the City gives written notice of removal to The Chauncey. 7. If The Chauncey fails to remove any obstructions, barricades or signage from the public right-of-way as required in this agreement, the City may remove the obstructions, barricades or signage, and the cost thereof shall be billed to The Chauncey for payment to City. Upon The Chauncey's failure to pay said billing, the removal costs shall be certified to Johnson County as a statutory lien and assessed against the property and collected in the same manner as a property tax, as provided in Section 364.12(2)(e), Iowa Code (2015). 8. The Chauncey acknowledges and agrees that no property right is conferred by this grant of permission to use the public right-of-way; that the City is not empowered to grant a permanent use of its right-of-way for private purposes; 9. This Agreement shall constitute a covenant running with the land, and shall be binding upon and shall inure to the benefit of the respective heirs, successors in interest, and assigns of both parties. 10. This Agreement for Temporary Use of Public Right -of -Way shall be recorded in the Johnson County Recorder's Office, at The Chauncey's expense. Dated this day of , 20 CITY OF IOWA CITY OWNER Wednesday, May 27, 2015 Page 36 By: Tom Markus, City Manager The Chauncey Approved by: City Attorney's Office CITY ACKNOWLEDGMENT STATE OF IOWA ) SS: JOHNSON COUNTY ) On this day of , 20 , before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared Tom Markus, to me personally known, and, who, being by me duly sworn, did say that he is the City Manager of the City of Iowa City, Iowa; that the foregoing instrument was signed on behalf of the City of Iowa City, by authority of its City Council, and that he acknowledged the execution of the instrument to be his voluntary act and deed and the voluntary act and deed of the City, by it voluntarily executed. Notary Public in and for the State of Iowa My commission expires: OWNER ACKNOWLEDGMENT STATE OF IOWA ) ss: JOHNSON COUNTY) This instrument was acknowledged before me on this day of , 205 by Marc B. Moen and , as members of The Chauncey, L.L.C.. Notary Public in and for the State of Iowa Wednesday, May 27, 2015 Page 37 EXHIBIT F TEMPORARY CONSTRUCTION EASEMENT AGREEMENT BETWEEN THE CITY OF IOWA CITY, IOWA AND THE CHAUNCEY, L.L.C. FOR THE USE OF THE CHAUNCEY SWAN PARK, THE CHAUNCEY SWAN PARKING RAMP, AND CERTAIN RIGHTS-OF-WAY This Agreement is made by and between The Chauncey, L.L.C., hereinafter "Redeveloper" and the City of Iowa City, Iowa, a municipal corporation, hereinafter referred to as "City." WHEREAS, The Chauncey, L.L.C. is the fee owner of certain real estate addressed as 406 E. College Street, Iowa City, Iowa, and legally described as Lots 5, 6, and the west 160' of the alley in Block 43, Original Town, Iowa City, Iowa ("Redevelopment Property"); and WHEREAS, Redeveloper desires to develop the Redevelopment Property with an in -fill construction project informally called "The Chauncey" adjacent to the Chauncey Swan Park, in Iowa City; and WHEREAS, Redeveloper and the City have entered into an Agreement for the Private Redevelopment of said property, with a memorandum of said agreement having been recorded with the Johnson County Recorder in Book _, Page _ on , 20_; WHEREAS, this reconstruction will necessitate the closure of a portion of the public right-of-way in order to facilitate the safe execution of said construction and to secure_ the construction site from pedestrian traffic to assure safe passage ofsuch traffic in the area; and WHEREAS, Redeveloper has requested the City permit the temporary closure of the certain portions of the City -owned Chauncey Swan Park, Chauncey Swan Parking Ramp, and rights-of- way, all as shown on the Exhibit A, attached hereto and incorporated herein by this reference; and WHEREAS, the City of Iowa City, Iowa, is responsible for the care, supervision, and control of public property; and WHEREAS, the Public Works Director has reviewed the requested closure, and finds that the temporary closure to be a manageable intrusion into the right-of-way and also finds that such temporary closure is in the public interest; and WHEREAS, the Parks and Recreation Commission has reviewed the requested closure, and finds that with certain conditions to mitigate the effects on the seasonal Farmer's Market, such request is reasonable; and WHEREAS, the Director of Transportation Services has reviewed the requested closure, and finds that with certain conditions to mitigate the loss of parking spaces in the Chauncey Swan Parking Ramp and rights-of-way, such request is reasonable. NOW, THEREFORE, IN MUTUAL CONSIDERATION OF THE PROMISES HEREIN, THE CHAUNCEY, L.L.C. AND THE CITY AGREE AS FOLLOWS: Wednesday, May 27, 2015 Page 38 1. In consideration of the City's permission herein to temporarily close a portion of a City property during construction of The Chauncey, as described above and pursuant to the Redeveloper's Agreement, The Chauncey, L.L.C. agrees to: a. secure the temporary easement area shown in Exhibit A against vehicular or pedestrian traffic by providing adequate pedestrian passage, adequate traffic control, by providing adequate signage, and by securing all open excavations from pedestrians, thereby ensuring public safety; and b. Reconstruct the Chauncey Swan Park according to a design and landscape plan approved by the City Parks and Recreation Director prior to the issuance of an occupancy permit for any portion of the Redevelopment Property, as defined in the Redeveloper's Agreement described above; and c. Redeveloper will use its best efforts to minimize the disruption to the Iowa City Farmer's Market. To that end, no construction activity shall occur within the easement area on Saturdays between the hours of 5:30 a.m. and noon during the months of May through October, or on Wednesdays after 3 p.m. Furthermore, in order to mitigate disturbance to the neighborhood, no construction activity within the easement area shall occur on Sundays, except in case of an emergency and with prior approval from the City. Nothing in this agreement shall be interpreted as limiting the Redeveloper's right to perform construction activities occurring entirely on the Redevelopment Property. 2. In consideration of Redeveloper's promises herein, the City agrees to allow Redeveloper to temporarily fence and close that area shown on Exhibit A pursuant to the limitations set forth in this easement agreement and the Agreement for Redevelopment. 3. Redeveloper agrees to provide, keep in place, and maintain in good working condition certain fencing and signage necessary to do the following: a. route pedestrians through or around the closed area as approved by the City during construction; b. provide adequate advance warning of such closure; and c. provide for the orderly and predictable movement of traffic. All signage shall be in accordance with the Federal Highway Administration Manual on Uniform Traffic Control Devices. 4. Redeveloper shall be responsible for the removal, storage, and replacement of items located within the easement which could be damaged during the construction. Items include, but are not limited to, benches, gazebos, bricks, planters, public art, downspouts, lighting and electrical services. Wednesday, May 27, 2015 Page 39 5. Redeveloper agrees to indemnify, defend and hold the City harmless against any and all claims for bodily injury, death or property damage arising out of its actions and use of the public right-of-way under this Agreement, and those of its contractors, subcontractors, agents, employees and assigns specifically including any and all claims and/or liabilities which may be alleged against the City as a result of its decision to allow Redeveloper to temporarily close a portion of right-of-way adjacent to its property as described herein. Redeveloper further agrees to carry Class II liability insurance in the minimum amounts of 500,000 each occurrence, $1 million aggregate bodily injury, and $250,000 aggregate property damage with contractual liability coverage included. Redeveloper shall furnish a certificate of insurance evidencing said valid insurance coverage to City, which certificate must be satisfactory to the City. Redeveloper shall submit a certificate of insurance to the City prior to the commencement of construction. 6. As soon as reasonably feasible, Redeveloper agrees to restore any and all portions of the easement area in accordance with the design and landscape plan approved by the City Parks and Recreation Director, and, for those portions of the easement area within the Chauncey Swan Parking Ramp, to the satisfaction of the City Transportation Director. If Redeveloper fails to restore the easement area to the City's satisfaction as required in this paragraph, the City may restore the easement area, and the cost thereof shall be billed to Redeveloper for payment to City. Upon Redeveloper's failure to pay said billing, the removal costs shall be certified to Johnson County as a statutory lien and assessed against the property and collected in the same manner as a property tax, as provided in Section 364.12(2)(e), Iowa Code (2015). 7. City and Redeveloper agree this Temporary Agreement shall remain in effect until completion of the Project and restoration of the easement area pursuant to Section 6 herein, with an anticipated commencement and completion date as set forth in Part 2, Section 4 of the Redevelopment Agreement described above. 8. Notwithstanding the above, Redeveloper agrees to cease and desist its temporary use and closure of the easement area and to remove any and all obstructions from said easement area when any one of the following events occur: a) breach of this Agreement; b) the use of the property changes and/or the temporary use of the easement area is no longer needed or appropriate, as determined by the City; c) within thirty (30) calendar days after the City gives written notice of removal to Redeveloper. 9. Redeveloper acknowledges and agrees that no property right is conferred by this grant of permission to use the easement area; and, notwithstanding Paragraph eight (8), that the City may order the said temporary use terminated at any time if, for any reason, the Public Works Director determines that the property is needed for a public use and should be cleared of any and all obstructions. 10. This Agreement shall constitute a covenant running with the land, and shall be binding upon and shall inure to the benefit of the respective heirs, successors in interest, and assigns ofboth parties. 11. This Agreement for Temporary Construction Easement shall be recorded in the Johnson County Recorder's Office, at Redeveloper's expense. Wednesday, May 27, 2015 Page 40 Dated this day of , 20 CITY OF IOWA CITY The Chauncey, L.L.C. Matthew J. Hayek, Mayor Approved by: City Attorney's Office STATE OF IOWA COUNTY OF JOHNSON Marc B. Moen, Member On this day of , 20 , before me a Notary Public in and for said County, personally appeared Matthew J. Hayek and Marian K. Karr, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the City of Iowa City, Iowa, a Municipal 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 its 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. Notary Public in and for the State of Iowa STATE OF IOWA ) SS COUNTY OF JOHNSON ) This instrument was acknowledged before me on this day of , 20_, by Marc B. Moen and , as members of The Chauncey, L.L.C. Notary Public in and for the State of Iowa Wednesday, May 27, 2015 Page 41 EXHIBIT G UTILITY EASEMENT AGREEMENT FOR GEOTHERMAL HEATING SYSTEM THIS AGREEMENT, made and entered into by and between The Chauncey, L.L.C., hereinafter Redeveloper," and the City of Iowa City, Iowa, a municipal corporation, hereinafter "CITY." In consideration of their mutual promises herein, OWNER and CITY agree as follows: 1. CITY hereby grants and conveys to Redeveloper a permanent easement and a right-of-way with right of ingress and egress thereto, over, through and across the permanent easement area as shown and described in Exhibit "A", attached hereto and by this reference made a part hereof (hereafter "Easement Area") for the purpose of the following: constructing, reconstructing, operating, maintaining and removing existing and future underground wires and cables for the transmission and distribution of electric energy and for communication and electrical controls, including the necessary appurtenances under and on the surface of the ground; existing and future pipe lines for the transportation of natural gas and all appurtenances and equipment used and useful in the transportation of such substances; and, to permit the inclusion of and/or attachment thereto of existing and future telephone, cable television, or other public utility facilities owned by others, as the City or public utility providers shall from time to time elect for the provision of services together with all necessary appliances and fittings for use in connection with said utilities and adequate protection thereof. 2. CITY further grants to Redeveloper the following rights in connection with the above uses: a. The right of grading said Easement Area for the full width thereof, and the right to extend the cuts and fills for such grading into and on said Easement Area. b. The right, from time to time, to trim and cut down and clear away all trees and brush on the Easement Area which now or hereafter, in the opinion of Redeveloper, may be a hazard to said Easement Area, or which may interfere in any manner with Redeveloper's exercise of its rights herein. C. The right to enter onto land beyond the Easement Area and conduct emergency repair which may extend minimally beyond the Easement Area, without obtaining a separate temporary easement. Redeveloper's right to do such work shall be effective only upon Redeveloper's prior notice to CITY, and with minimal disruption of area. In the event of such emergency repair, Redeveloper agrees to restore said area substantially to its prior condition, as set forth in Paragraphs 3 and 4 below. 3. Redeveloper shall promptly backfill any trench made by it, and repair any damages caused by Redeveloper within the Easement Area, including any damages by virtue of future excavation or use of the Easement Area, excluding the replacement of trees, shrubs and brush on the Easement Area. CITY shall indemnify OWNER against loss or damage which occurs as a result of CITY's negligent acts or omissions in the exercise of its Wednesday, May 27, 2015 Page 42 easement rights herein. Once the Easement Area has been completely restored as set forth above and except as expressly provided in this Easement Agreement, CITY shall have no responsibility for maintaining the Easement Area. 4. Redeveloper acknowledges and agrees to remove and stockpile existing topsoil from areas to be excavated; and that following installation of the public improvement, all areas within the Easement Area which are disturbed shall have stockpiled topsoil respread and seeded within a reasonable time after construction is complete and the Easement Area restored substantially to its original condition, with the exception of the replacement of trees, shrubs and brush. 5. Redeveloper and CITY acknowledge that CITY reserves the right to use said Easement Area for purposes which will not interfere with Redeveloper's full enjoyment of its rights hereby granted; provided that CITY shall not erect or construct any building or other structures; drill or operate any well; or construct any reservoirs or other obstructions on said Easement Area. CITY shall not permit any other utility to be put in longitudinally in the Easement Area. CITY may plant trees and shrubs on the Easement Area, install fences or other public amenities, such as planters, benches and public art. Redeveloper shall be obligated to replace any such improvements in the event Redeveloper must disturb or remove said improvements pursuant to its easement rights described above or compensate CITY for the same. Redeveloper further agrees that nothing in this Easement Agreement shall in any way preclude CITY from causing, allowing or permitting utilities to cross the Easement Area. 6. CITY hereby covenants with Redeveloper that it is lawfully seized and possessed of the real estate above described by virtue of legal and/or equitable title, and that it has good and lawful right to convey the Easement herein. 7. The provisions hereof shall inure to the benefit of and bind the successors and assigns of the respective parties hereto; shall be deemed to apply to and run with the land and with the title to the land; and shall be recorded in the Johnson County Recorder's Office, at CITY expense. SIGNED this day of , 2015. CITY OF IOWA CITY, IOWA THE CHAUNCEY, L.L.C. By: Matthew J. Hayek, Mayor an Marian K. Karr, City Clerk By: Name & Title By: Name & Title REDEVELOPER'S ACKNOWLEDGEMENT Wednesday, May 27, 2015 Page 43 STATE OF IOWA ) SS COUNTY OF JOHNSON ) This instrument was acknowledged before me on this day of , 2015, by Marc B. Moen and , as members ofThe Chauncey, L.L.C.. Notary Public in and for the State of Iowa CITY'S ACKNOWLEDGEMENT STATE OF IOWA ) ss: JOHNSON COUNTY) On this day of , 2015, before me, the undersigned, a Notary Public in and for said County, in said State, personally appeared Matthew J. Hayek and Marian K. Karr, to me personally known, who being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of said municipal corporation executing the within and foregoing instrument; that the seal affixed thereto is the seal of said municipal corporation; that said instrument was signed and sealed on behalf of said municipal corporation by authority of City Council of said municipal corporation; and that the said Matthew J. Hayek and Marian K. Karr acknowledged the execution of said instrument to be the voluntary act and deed and said municipal corporation, by it and by them voluntarily executed. Notary Public in and for the State of Iowa Wednesday, May 27, 2015 Page 44 EXHIBIT H MINIMUM ASSESSMENT AGREEMENT THIS MINIMUM ASSESSMENT AGREEMENT, dated as of this day of 2015, by and among the CITY OF IOWA CITY, IOWA, ("City"), The Chauncey, L.L.C., an Iowa limited liability corporation, ("Redeveloper"), and the CITY ASSESSOR ofthe City of Iowa City, Iowa ("Assessor"). WITNESSETH: WHEREAS, it is contemplated that the Redeveloper will undertake the development of an area ("Project") within the City and within the "City -University Urban Renewal Area"; and WHEREAS, the City is making a significant grant of funds to the Redeveloper which will allow the Redeveloper to construct the Project; and WHEREAS, the City will be reimbursed for such grant from the property tax revenues generated from the Project; and WHEREAS, pursuant to Iowa Code section 403.6 (2015), as amended, the City and the Redeveloper desire to establish a minimum actual value for the land locally known as 406 E. College Street, Iowa City, Iowa, and legally described in Exhibit C to the Agreement for Private Redevelopment; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the Minimum Improvements to be erected as a part ofthe development; NOW, THEREFORE, the parties to this Minimum Assessment Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: 1. As of January 1, 2018, a partial assessment shall be made fixing the minimum actual taxable value for assessment purposes for the land and Minimum Improvements to be constructed thereon by the Redeveloper at not less than $16,345,771 after taking into consideration any factors such as "roll backs" which would reduce the taxable value of the property ("Minimum Actual Value"). 2. As of January 1, 2019, a full assessment shall be made fixing the minimum actual taxable value for assessment purposes for the land and Minimum Improvements to be constructed thereon by the Redeveloper at not less than $30,128,234 after taking into consideration any factors such as "roll backs" which would reduce the taxable value of the property ("Minimum Actual Value"). The parties hereto acknowledge and agree that construction of the Minimum Improvements will be substantially completed on or before December 31, 2018. Wednesday, May 27, 2015 Page 45 3. The Redeveloper recognizes that the grant to the Redeveloper pursuant to the Agreement is conditional upon sufficient property taxes being generated by this Project to repay the costs of the bonds issued to make such grant. The City will need property taxes from the Project in the amounts and at the times set forth in Schedule Y to this Minimum Assessment Agreement. If for any reason the property taxes are less than the amount set forth on Schedule Y for any fiscal year, the assessor shall increase the assessed value of the Project for the next fiscal year in an amount to cover such property tax deficiency. If for any reason, the assessor does not so increase the assessed value, Redeveloper shall make a payment to the City in the amount of the difference between the property tax revenue and the cost of such bonds. 4. The Redeveloper contemplates that a portion of the Project will be residential condominium units which will be subject to the property tax "roll -back" referred to previously. The Redeveloper agrees that at the time of the execution of the declaration required by Chapter 499B Horizontal Property (Condominiums) of the Code of Iowa 2015 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. 5. The Redeveloper agrees that the difference between the Minimum Actual Values as adjusted pursuant to paragraph 3 hereof) and the amount allocated to the residential condominium units (as set forth in paragraph 4 hereof) will be allocated to the remainder of the Project. 6. The Minimum Actual Values (as adjusted pursuant to paragraph 3 hereof) herein established shall be of no further force and effect and this Minimum Assessment Agreement shall terminate twenty-nine years from the issuance of the Bonds or when the Bonds are paid off, whichever is earlier. Nothing herein shall be deemed to waive the Redeveloper's rights under Iowa Code section 403.6(19) (2015), as amended, to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Values (as adjusted pursuant to paragraph 3 hereof) established herein. In no event, however, except as set forth in the first paragraph of this Section 6 shall the Redeveloper seek to reduce the actual value assigned below the Minimum Actual Value (as adjusted pursuant to paragraph 3 hereof) established herein during the term of this Agreement. 7. This Minimum Assessment Agreement shall be promptly recorded by the Redeveloper with the Recorder of Johnson County, Iowa. The Redeveloper shall pay all costs of recording. 8. Redeveloper has provided a title opinion to the City listing all lienholders of record as of the date of this Assessment Agreement and all such lienholders have signed consents to this Assessment Agreement, which consents are attached hereto and made a part hereof. 9. Neither the preambles nor provisions of this Minimum Assessment Agreement are intended to, or shall be construed as, modifying the terms of the Agreement for the Improvement and Sale of Land for Private Redevelopment between the City and Redeveloper. Wednesday, May 27, 2015 Page 46 10. This Minimum Assessment Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. SEAL) CITY OF IOWA CITY, IOWA By: Matthew J. Hayek, Mayor ATTEST: By:_ Marian K. Karr, City Clerk The Chauncey, L.L.C. By: ATTEST: By: STATE OF IOWA COUNTY OF JOHNSON On this day of , 20_, before me a Notary Public in and for said County, personally appeared Matthew J. Hayek and Marian K. Karr, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the City of Iowa City, Iowa, a Municipal 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 its 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. Notary Public in and for the State of Iowa STATE OF IOWA ) SS COUNTY OF JOHNSON ) This instrument was acknowledged before me on this day of , 20_, by Marc B. Moen and , as members of The Chauncey, L.L.C.. Wednesday, May 27, 2015 Page 47 Notary Public in and for the State of Iowa 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 value assigned to such land, building and equipment upon completion of the redevelopment shall not be less than $ after taking into consideration any factors such as "roll -backs" which would reduce the taxable value of the property. Of this amount, Dollars ($ ) is determined to be the value of the land and Dollars the value of the buildings thereon until termination of this Minimum Assessment Agreement pursuant to the terms hereof. Assessor for Iowa City, Iowa Date STATE OF IOWA COUNTY OF JOHNSON Subscribed and sworn to before me by , Assessor for Iowa City, Iowa. Notary Public in and for Johnson County, Iowa Date Wednesday, May 27,201S Page 48 SCHEDULE Y Partial assessment begins on January 1, 2018 ($16,345,771 valuation) Full assessment begins on January 1, 2019 ($30,128,234 valuation) TIF Millage rate of $30.61012 per thousand Payment dates Property Tax Payment Total 9/30/2019 250,173 250,173 3/31/2020 250,173 500,346 9/30/2020 461,115 961,461 3/31/2021 461,115 1,422,576 9/30/2021 461,115 1,883,691 3/31/2022 461,115 2,344,806 9/30/2022 461,115 2,805,921 3/31/2023 461,115 3,267,036 9/30/2023 461,115 3,728,151 3/31/2024 461,115 4,189,266 9/30/2024 461,115 4,650,381 3/31/2025 461,115 5,111,496 9/30/2025 461,115 5,572,611 3/31/2026 461,115 6,033,726 9/30/2026 461,115 6,494,841 3/31/2027 461,115 6,955,956 9/30/2027 461,115 7,417,071 3/31/2028 461,115 7,878,186 9/30/2028 461,115 8,339,301 3/31/2029 461,115 8,800,416 9/30/2029 461,115 9,261,531 3/31/2030 461,115 9,722,646 9/30/2030 461,115 10,183,761 3/31/2031 461,115 10,644,876 9/30/2031 461,115 11,105,991 3/31/2032 461,115 11,567,106 9/30/2032 461,115 12,028,221 3/31/2033 461,115 12,489,336 9/30/2033 461,115 12,950,451 3/31/2034 461,115 13,411,566 9/30/2034 461,115 13,872,681 3/31/2035 461,115 14,333,796 9/30/2035 461,115 14,794,911 3/31/2036 461,115 15,256,026 9/30/2036 461,115 15,717,141 3/31/2037 461,115 16,178,256 9/30/2037 461,115 16,639,371 3/31/2038 461,115 17,100,486 9/30/2038 461,115 17,561,601 Wednesday, May 27, 2015 Page 49 3/31/2039 461,115 18,022,716 9/30/2039 461,115 18,483,831 3/31/2040 461,115 18,944,946 9/30/2040 461,115 19,406,061 3/31/2041 461,115 19,867,176 9/30/2041 461,115 20,328,291 3/31/2042 461,115 20,789,406 9/30/2042 461,115 21,250,521 3/31/2043 461,115 21,711,636 9/30/2043 461,115 22,172,751 3/31/2044 461,115 22,633,866 9/30/2044 461,115 23,094,981 3/31/2045 461,115 23,556,096 Wednesday, May 27, 2015 Page 50 EXHIBIT I MINIMUM ASSESSMENT AGREEMENT- PARK@201 114 S. DUBUQUE STREET AMENDMENT NO. 1 This Amendment No. 1 to the Minimum Assessment Agreement, dated this day of 2015, by and among the City of Iowa City, Iowa ("City"), Central Park, L.L.C., an Iowa limited liability corporation ("Central Park"), The Chauncey, L.L.C., an Iowa limited liability corporation ("Redeveloper") and the City Assessor of the City of Iowa City, Iowa Assessor"). WITNESSETH: WHEREAS, on July 13, 2012, the City, Central Park, and the Assessor did enter into a Minimum Assessment Agreement for the redevelopment of 112 S. Dubuque Street, Iowa City, Iowa, also known as the Park@201, in conjunction with the execution of an Agreement for the Sale of Land for Private Development regarding that certain real property located within the City, said agreement having been recorded in the records of the Johnson County, Iowa Recorder's Office in Book 4949, Page 904-912; and WHEREAS, Redeveloper now desires to enter into an agreement with the City for private redevelopment of the real property legally described as Lots 5, 6, and the West 160' of the 20' wide alley in Block 43, Original Town, Iowa City, Iowa ("Chauncey Agreement"); and WHEREAS, Marc Moen is a member of both the Central Park, L.L.C. and The Chauncey, L.L.C.; and WHEREAS, it is contemplated that pursuant to said Chauncey Agreement, the Redeveloper will undertake the development of an area within the City -University Urban Renewal Area, located within the City's Central Business District: and WHEREAS, the City is making a significant grant of funds to the Redeveloper, which will allow the Redeveloper to construct the project in accordance with the Chauncey Agreement; and WHEREAS, the City will be reimbursed for such grant from the property tax revenues generated from the Chauncey project and those condominium units owned by Central Park in the Park @201 Property; and WHEREAS, as an inducement to the City to enter into the Chauncey Agreement, Central Park agreed to enter into this Amendment No. 1 to the July 13, 2012 Minimum Assessment Agreement for the Park@201 project pursuant to Iowa Code Section 403.6 (2015), as amended, to extend the timeframe of the minimum assessment on those condominium units currently owned by Central Park therein. Wednesday, May 27, 2015 Page 51 NOW THEREFORE, in the event that the July 13, 2012 Minimum Assessment Agreement for the Park @201 project is terminated or otherwise expires, the parties hereto agree to the following: 1. As ofJanuary 1, 2019, a full assessment shall be made fixing the minimum actual taxable value for assessment of Units 501, 502, 601, 701, 703 and 1302 at 201 East Washington Street, legally described as Units 501, 502, 601, 701, 703 and 1302 of Park@201 Condominium, Iowa City, Iowa, according to the Declaration thereof recorded December 23, 2013 in Book 519, Page 481, Records of the Recorder of Johnson County, Iowa, together with said unit's interest in the common elements as defined by the Declaration, at the following assessed values, after taking into consideration any factors such as "roll backs" which would reduce the taxable value of the property ("Minimum Actual Value"): a. Unit 501 — 127,840.47 b. Unit 502 — 184,960.68 c. Unit 601 — 127,840.47 d. Unit 701 — 127,840.47 e. Unit 703 — 127,840.47 f. Unit 1302 408,001.50 2. The Redeveloper and Central Park recognize that the grant to the Redeveloper pursuant to the Chauncey Agreement is conditional upon sufficient property taxes being generated by the Chauncey Project and the Park@201 Property to repay the costs of the Bonds issued to make such grant, as such term is defined in the Chauncey Agreement. 3. The Minimum Actual Value herein established shall be of no further force and effect and this Minimum Assessment Agreement shall terminate twenty-nine years from the issuance of the Bonds or when the Bonds are paid off, whichever is earlier. 4. Nothing herein shall be deemed to waive Central Park's rights under Iowa Code section 403.6(19)(2015), as amended, to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Value established herein. In no event, however, except as set forth herein shall Central Park seek to reduce the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. 5. This Minimum Assessment Agreement shall be promptly recorded by the Redeveloper with the Recorder of Johnson County, Iowa. The Redeveloper shall pay all costs of recording. 6. Redeveloper or Central Park has provided a title opinion to City listing all lienholders of record as of the date of this Amendment No. 1 and all such lienholders have signed consents to this Amendment No. 1, which consents are attached hereto and made a part hereof. Wednesday, May 27, 2015 Page 52 7. Neither the preambles nor provisions of this Minimum Assessment Agreement are intended to, or shall be construed as, modifying the terms of the Agreement for Private Redevelopment between the City and Redeveloper. 8. This Amendment No. 1 to the Minimum Assessment Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. CENTRAL PARK, L.L.C. By: Marc Moen, Member STATE OF IOWA CITY OF IOWA CITY, IOWA By: Matthew J. Hayek, Mayor ATTEST: By: Marian K. Karr, City Clerk THE CHAUNCEY, L.L.C. By: Marc Moen, Member ATTEST: By: CITY OF IOWA CITY, IOWA ACKNOWLEDGEMENT COUNTY OF JOHNSON On this day of , 20 , before me a Notary Public in and for said County, personally appeared Matthew J. Hayek and Marian K. Karr, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the City of Iowa City, Iowa, a Municipal 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 its 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. Notary Public in and for the State of Iowa Wednesday, May 27, 2015 Page 53 THE CHAUNCEY, L.L.C. ACKNOWLEDGEMENT STATE OF IOWA ) SS COUNTY OF JOHNSON ) This instrument was acknowledged before me on this day of , 20_, by Marc Moen and , as member of the Chauncey, L.L.C. Notary Public in and for the State of Iowa CENTRAL PARK, L.L.C. ACKNOWLEDGEMENT STATE OF IOWA ) SS COUNTY OF JOHNSON ) This instrument was acknowledged before me on this day of , 20_, by Marc Moen and , as members of Central Park, L.L.C. Notary Public in and for the State of Iowa Wednesday, May 27, 2015 Page 54 CERTIFICATION OF ASSESSOR The undersigned Assessor, being legally responsible for the assessment of the property subject to this Amendment No. 1 to the Minimum Assessment Agreement, certifies that the actual value assigned to such land, building and equipment shall not be less than $ after taking into consideration any factors such as "roll -backs" which would reduce the taxable value of the property. Of this amount, Dollars is determined to be the value of the land and Dollars ($ ) the value of the buildings thereon until termination of this Minimum Assessment Agreement pursuant to the terms hereof. Assessor for Iowa City, Iowa Date STATE OF IOWA ) COUNTY OF JOHNSON ) Subscribed and sworn to before me by , Assessor for Iowa City, Iowa. Notary Public in and for Johnson County, Iowa Date Wednesday, May 27, 2015 Page 55 EXHIBIT J MEMORANDUM OF AGREEMENT FOR PRIVATE REDEVELOPMENT WHEREAS, the City of Iowa City, Iowa (the "City") and The Chauncey, L.L.C. (the Redeveloper"), did on or about the day of , 2015, make, execute and deliver an Agreement for Private Redevelopment (the "Agreement"), wherein and whereby the Redeveloper agreed, in accordance with the terms of the Agreement and the City -University Urban Renewal Plan (the "Plan"), to develop certain real property located within the City and within the City -University Urban Renewal Area and as more particularly described as Lots 5, 6, and the west 180' of the alley located on Block 43, Original Town, Iowa City, Iowa Redevelopment Property"); and WHEREAS, the term of this Agreement shall commence on the and terminate twenty-nine (29) years from the issuance of the Bonds or when the Bonds are paid off, whichever is earlier; and WHEREAS, the City, and the Redeveloper desire to record a Memorandum of the Agreement referring to the Redevelopment Property and their respective interests therein. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. That the recording of this Memorandum of Agreement for Private Redevelopment shall serve as notice to the public that the Agreement contains provisions restricting Redevelopment and use of the Redevelopment Property and the improvements located and operated on such Redevelopment Property, and further subjects the Redevelopment Property to a Minimum Assessment Agreement entered into under the authority of Iowa Code Chapter 403, in which the City and the Redeveloper (and any successors or assigns) agree that, as of January 1, 2018 a partial assessment shall be made fixing the minimum actual value of the Redevelopment Property and all improvements located thereof for calculation of real property taxes at not less than $16,345,771 after taking into consideration any factors such as "roll -backs" which would reduce the taxable value of the property, and that, as of January 1, 2019, a full assessment shall be made fixing the minimum actual value of the Redevelopment Property and all improvements located thereof for calculation of real property taxes at not less than $30,128,234 after taking into consideration any factors such as "roll -backs" which would reduce the taxable value of the property; and that certain condominium units located within The Chauncey Development be dedicated to particular uses. 2. That all of the provisions of the Agreement and any subsequent amendments thereto, if any, even though not set forth herein, are by the filing of this Memorandum of Agreement for Private Redevelopment made a part hereof by reference, and that anyone making any claim against any of said Property in any manner whatsoever shall be fully advised as to all of the terms and conditions of the Agreement, and any amendments thereto, as if the same were fully set forth herein. Wednesday, May 27, 2015 Page 56 3. That a copy of the Agreement and any subsequent amendments thereto if any, shall be maintained on file for public inspection during ordinary business hours in the office of the City Clerk, City Hall, Iowa City, Iowa. IN WITNESS WHEREOF, the City and the Redeveloper have executed this Memorandum of Agreement for Private Redevelopment as of the day of , 2015. SEAL) CITY OF IOWA CITY, IOWA By: Matthew J. Hayek, Mayor ATTEST: Lo Marian K. Karr, City Clerk The Chauncey, L.L.C. STATE OF IOWA COUNTY OF JOHNSON On this day of , 2015, before me a Notary Public in and for said County, personally appeared Matthew J. Hayek and Marian K. Karr, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the City of Iowa City, Iowa, a Municipal 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 its 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. Notary Public in and for the State of Iowa STATE OF IOWA ) SS COUNTY OF JOHNSON ) This instrument was acknowledged before me on this day of , 2015, by Marc B. Moen and , as members of The Chauncey, L.L.C. Notary Public in and for the State of Iowa Wednesday, May 27, 2015 Page 57 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 the City of Iowa City, Iowa and The Chauncey, L.L.C. Dear City Representatives: We have acted as counsel for The Chauncey, L.L.C., an Iowa limited liability company the "Company"), in connection with 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 "City") dated as of , 2015. We have examined the original certified copy, or copies otherwise identified to our satisfaction as being true copies, of the following: a) The organization and operating agreement of the Company; b) Resolutions of the Company at which action was taken with respect to the transactions covered by this opinion; c) The Redevelopment Agreement; and such other documents and records as we have deemed relevant and necessary as a basis for the opinions set forth herein. Based on the pertinent law, the foregoing examination and such other inquiries as we have deemed appropriate, we are of the opinion that: 1. The Company was duly organized and validly exists as a limited liability company under the laws of the State of Iowa and is qualified to do business in the State of Iowa. The Company has full power and authority to execute, deliver and perform in full the Redevelopment Agreement; and the Redevelopment Agreement was duly and validly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the City, is in full force and effect and is a valid and legally binding instrument of the Company enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting 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 Wednesday, May 27, 2015 Page 58 of, or 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. 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), fmancial position or results of operations of the Company or which in any manner raises any questions affecting the validity of the Agreement or the Company's ability to perform its obligations thereunder. Sincerely, Wednesday, May 27, 2015 Page 59 Exhibit L - Revised Section S April 3, 2015 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa A visual description of the proposed Project, including: a. conceptual drawing or schematic b. conceptual square footage of commercial and/or office space c. conceptual square footage and size of residential units d. schematic of the pedestrian -level fagade Executive Summary The Chauncey The Chauncey is a dynamic fifteen It 5) story urban building which will include first floor commercial/retail space, class A office space, hotel guest rooms and residential units. The facility will connect to Chauncey Swan Park and Chauncey Swan Parking Facility. The overall theme for the project is arts and entertainment including two movie theaters operated by FilmScene, art and sculpture gallery areas, bowling facility and a restaurant which opens onto Chauncey Swan Park. The mixture of arts and entertainment will create a destination location for people of all ages. The commercial/retail public levels on the first and second floors are surrounded by a transparent perimeter exterior wall system, exposing the theaters within. Curved sculptural theater forms contrast with the rectilinear lines of the building. A north -south lobby and gallery area connect the building's main entrances. The Site The proposed site is the quarter block parcel located on the northeast corner of the intersection of Gilbert and College streets. Additionally, this proposal includes the redevelopment of Chauncey Swan Park to reach its full potential as a city park, and to better support the overall project theme of an arts and entertainment complex. An existing, mid -block alley between College Street and Washington Street, will be incorporated into the development and will provide transition space between the park and the new building. The interior of the park will provide daytime recreation space and a lawn area for viewing evening movies. This proposal also incorporates the MidAmerican site and will require the removal and relocation of the existing MidAmerican equipment. The Chauncey, L.L.C. College St. l Gilbert St Northeast Corner Project Iowa City, Iowa The Architecture The Chauncey is clad mostly with glass and metal. The vertical planes are clad in a warm color material and the vertical planes on the office levels are clad in darker material. These exterior design elements clearly delineate the functional areas within the building. The use of warm colored material and darker metal panels will allow the building to transition from the "cool" central business district on the west, to the "warm" residential areas to the east. The darker cladding, and large loft warehouse style punched openings, identify the commercial levels, The darker material at these levels create a simple form in contrast with the building's lighter materials and colors. The building continues vertically with the use of a curtain wall system to create light filled hotel rooms and residential condominiums with panoramic views. Hotel and residential levels are tied together vertically by continuous metal screen walls which also separate the different portions of the balconies. The warm color and texture of the vertical circulation core tie these elements together with a grid that extends from grade level to the roof coping. Patio gardens soften the strong contemporary lines of the "L" shaped tower. The top of the tower terminates in a canted roof. The Chauncey will serve as a landmark that identifies the eastern edge of the downtown area and transitions to the east residential area of Iowa City while adding interest and texture to the skyline. The Parking The Chauncey will provide on-site parking spaces which will meet the residential required parking. This proposal requests the utilization of the existing Chauncey Swan parking ramp to accommodate the needs of the hotel, commercial and retail components of the project. The Building Height The Chauncey is planned to maximize the site for commercial, class A office, retail, hotel and residential uses. This addresses the present and future needs of Iowa City and represents smart growth. The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Site Location Plan Site The building site is a quarter block area and the development project also includes upgrading of Chauncey Swan Park. The park will be reconfigured as an inviting public gathering place incorporating a configuration which will invite public use for viewing outdoor movies. The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Exterior Images View from the Southwest Exterior The exterior of the building will be clad with a combination of warm colored material, darker panels and aluminum and glass curtain wall systems. Twenty-eight foot (28') tall glass walls dramatically enclose the FilmScene theaters. The Chauncey, L.L.C. College St.1 Gilbert St Northeast Corner Project Iowa City, Iowa Exterior Images View from the Northwest Exterior A richly colored material will be used to clad the vertical stair and elevator components as they run continuously up the exterior walls of the north and south side of the building. Dark panels surround the large windows on the office levels which provide natural daylight into the office floors. The hotel and residential floors will be an aluminum and glass curtain wall system, maximizing light and views. The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Exterior Images View of Pedestrian Facade from Ground Level Southwest View of redesigned Chauncey Swan Park at Night from the Northwest The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Site Plan The Site The south entrance on College Street incorporates a covered drop-off lane for hotel guests. This entrance and a north entrance off the park provide convenient pedestrian access for the public and for building occupants. An interior connection through the building core promotes easy navigation to all building areas from the north or south entrances. A signature feature of The Chauncey is the integration of the site into the arts and entertainment theme. The entertainment concept within the building will transfer to the reconfigured park to facilitate evening outdoor movie screenings and will be inviting to the public for a variety of activities and public use of the park. The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Architectural Building Sections Sectional view through the FilmScene theaters and the Commercial Class A office Floors above and parking level below. The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Conceptual Square Footages -15 Floors with Two office Levels The conceptual building areas are as follows: Basement Floor - Parking 24,000 GSF First Floor - Retail 24,000 GSF Second Floor- Retail 19,000 GSF Floors Three thru Four - Commercial Class A Office Space 38,000 GSF Floors Five thru Seven - 35 Hotel Units 33,750 GSF Floors Eight thru Fifteen Loft - Residential Units 87,382 GSF Level 8: 14 Studios potential hotel expansion) Levels 9 - 14: - 8 units per floor studio, 1 & 2 bedroom) Level 15: 4 units 2 bedroom) Total Building Gross Square Feet 226,132 GSF E EXHIBIT M OFF-SITE PARKING AGREEMENT CITY OF IOWA CITY - PLAZA TOWERS, L.L.C. This agreement is entered into this c qday of , 2003 between the City of Iowa City, Iowa, a municipal corporation, hereinafter referred to as City, and Plaza Towers, L.L.C., a limited liability corporation organized under the laws of the State of Iowa, hereinafter referred to as Plaza Towers. WHEREAS, Plaza Towers is planning to construct a multi -use structure on Lot l (a) of Block 64, Iowa City, Iowa, which structure shall contain conference facilities, extended stay hotel suites, apartment/condominium units and commercial spaces; and WHEREAS, the hotel portion of the facility requires the availability of off-street parkingfortheuseofitspatrons; and WHEREAS, the City and Plaza Towers have reached agreement concerning parking availability which agreement the parries wish to reduce to writing. Now, therefore, it is agreed as follows: 1. Parking Provided. The City agrees to provide to Plaza Towers and to its parking hotel patrons parking spaces, for vehicles with a maximum clearance of 7 feet, in a City -owned and operated parking ramp located in Iowa City, Iowa. Parking shall be provided to registered hotel guests in any of the City -owned parking ramps, including the Capitol Street Parking Ramp, the Dubuque Street Parking Ramp and/or the Tower Place and Parking Ramp. Without assuming financial liability to Plaza Towers, and without guaranteeing the location of such parking, the City agrees to use reasonable efforts to provide parking to registered hotel guests in the Dubuque Street Parking Ramp. Parking shall be provided to other users of said multi -use facility, such as residential occupants, meeting attendees, and commercial space patrons, who shall not be deemed to be beneficiaries of this agreement, in any City -owned parking ramp during scheduledoperatinghoursoftheparkingrampsonanasavailablebasisandatthesamerates as the general public. In the event City no longer owns or uses any parking ramp and/or the parking ramps noted herein, namely the Capitol Street Parking Ramp, the Dubuque Street Parking Ramp and/or the Tower Place and Parking Ramp, the City agrees to provide parking to Plaza Towers at a location that constitutes a reasonable alternative, and is in as close proximity to the multi -use structure as reasonably possible and practical. Said substitute parking shall be .provided to Plaza Towers no later than the cessation of operation of the above-named parking ramps or other parking ramp. Notwithstanding the foregoing, in the event City transfers ownership of the above-named ramps or any other parking ramp to an entity intending to continue operating the property as parking ramps, said transfer shall be subject to the transferee assuming City's obligations under this Agreement and also subject to Plaza Tower's consent of such transfer, which consent shall not be unreasonably withheld. 2. Parking Validation. The City and Plaza Towers agree to develop a validation system so that parking ramp tickets can be validated by Plaza Towers employees and returned by the parking patrons to the cashier upon exiting any of the City - owned parking ramps. Plaza Towers agrees to develop appropriate security systems to prevent unauthorized use of the parking validation system. 3. Ramp O ernation. The City shall be responsible for maintaining ramp operations. It is agreed that by making this agreement, the City is neither expanding nor limiting its liability to Plaza Towers or its guests and patrons in connection with the operation of the parking ramp, but rather such liability shall be the same as to any other person or entity using the parking ramp. 4. Banking Rates. The City will charge Plaza Towers for parking ramp usage per the rates set out in the attached Exhibit "G. I", which exhibit is by this reference made a part of this agreement. 5. Ownership of the Hotel. City and Plaza Towers agree that any assignment of this Parking Agreement by Plaza Towers will be subject to City approval, in writing, which approval shall not be unreasonably withheld. Further, City's consent hereunder may only be withheld based upon the same reasons the City would deny a liquor license application, namely the failure of the application's credibility and character to withstand an investigation by the City. Plaza Towers shall submit the name of the assignee of any such proposed assignment to the City in writing viaU.S. Mail "return receipt requested". Failure by City to notify Plaza Towers of City's disapproval of said assignment in writing within fifteen (15) days of the City's receipt of said notice from Plaza Towers shall constitute approval of said assignment by the City. 6. Agreement Term. This Agreement shall have a term of years commencing as ofthedatewrittenbelow, and terminating on a date ninety-nine (99) years thereafter. This Agreement shall not be terminated by either party, their successors or assigns during said ninety-nine (99) year term except upon sixty (60) days written notice to the other party, and only upon good and reasonable cause, and only after written notice of default and the passage of a period of sixty (60) days thereafter duringwhichthedefaultingpartyisgiventheopportunitytocureanydefault. It is expressly agreed that the City's sole remedy in the event of a default by PlazaTowersshallbethecancellationofsaidagreementandtherighttomaintainan action for money damages in the amount of parking fees incurred and payable based on actual parking ramp usage by Hotel patrons prior to the effect of such cancellation. Dated at Iowa City, Iowa, on the date given above. CITY OFO ACI ,IOWA By: Ernest W. Lehman, Mayor ATTEST: Man K. Karr, City Clerk By: M . Moen, President By: Michael Moen, Secretary STATE OF IOWA COUNTY OF JOHNSON On this day of , 20 , before me a Notary Public inandforsaidCounty, personally appeared Emest W. Lehman and Marian K. Karr, to mepersonallyknown, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the City of Iowa City, Iowa, a Municipal Corporation, created and existing underthelawsoftheStateofIowa, and that the seal affixed to the foregoing instrument is the seal ofsaidMunicipalCorporation, and that said instrument was signed and sealed on behalf of saidMunicipalCorporationbyauthorityandresolutionofitsCityCouncilandsaidMayorandCityClerkacknowledgedsaidinstrumenttobethefreeactanddeedofsaidMunicipalCorporationbyitvoluntarilyexecuted. Notary Public in and for the State of Iowa STATE OF IOWA ) COUNTY OF JOHNSON ) SS On this H' day of . 20-6 before me, theundersigned, a No a ry Public in and foe State of Iowa, personally appeared Marc B. MoenandMichaelMoen, to me personally known, who being by me duly sworn, did say that they arethePresidentandSecretary, respectively, of Plaza Towers, L.L.C., an Iowa limited liabilitycompany, executing the within and foregoing instrument to which this is attached, and that nosealhasbeenprocuredbysaidlimitedliabilitycompany; that said instrument was signed onbehalfofthelimitedliabilitycompanybyauthorityofitsmembers; and that Marc B. Moen andMichaelMoenasofficersacknowledgedtheexecutionoftheforegoinginstrumenttobethevoluntaryactanddeedofthelimitedliabilitycompany, by it and by them voluntarily executed. a'"' , JOSEPHINE 8 HOLMES commission Number224542 my c°mmmion p Wary ParyParAblicinandfortheStateofIowa STATE OF FLOLVD A ) COUNTY OF Le- Q- ) SS On this oZ`1'` day of , 20O before me, theundersigned, a otary Nubffic in anlll or a tate o owa, persona lya-ppeared Michael Moen, tomepersonallyknown, who being by me duly sworn, did say that he is the Secretary. of PlazaTowers, L.L.C., an Iowa limited liability company, executing the within and foregoinginstrumenttowhichthisisattached, and that no seal has been procured by said limited liabilitycompany; that said instrument was signed on behalf ofthe limited liability companz by authorityofitsmembers; and that Michael Moen as officer acknowledged the execution ofthe foregoinginstrumenttobethevoluntaryactanddeedof voluntarily executed. the 1 noted liability company, by it and by him KaiMeen McMenlmY ^ V" r of u is in an or a tate o fLoggmyCorm*slon DD127522 FIPM .lune 20.2006 EXHIBIT G.1 REGISTERED HOTEL GUESTS Plaza Towers will contract with the City for parking provided to hotel patrons for a monthly fee to be paid to the City. The monthly fee is based upon a computation utilizing the monthly permit rate in effect at the time the calculation is made times 25 parking spaces. The monthly fee will cover the cost of 17,500 hours ofparking per month for hotel patrons. In the event the parking ramps are staffed by the Cityforoperationonholidays, the amount of hours of parking per month will be prorated accordingly. A. Annual Adjustment of Monthly Fees. Should the actual hours of parkingutilizedbyhotelpatronsexceed210,000 hours per year (17,500 hrs/month X 12 months), Plaza Towers will annually pay the City for any excesshoursofparking, at the hourly rate in effect at the end of the annual 12 month period. Any fee for a partial month shall be a prorated portion of the monthly fee. B. Actual Hours of Hotel Patron Parking. The City agrees to provide Hotel patron parking usage figures monthly and a final full year report within 45 days after the end of each hotel operation year. Plaza Towers shall have the right to audit the hotel guest parking usage figures provided by the City. C. Computation Formulas: 1. Monthly fee: 25 parking spaces) X (monthly permit rate in effect at the time calculation is made) = monthly fee 2. Annual adjustment ofmonthly fees: a. (actual hours of hotel patron parking) - (210,000 hours) _ excess hours of parking. b. If excess hours ofparking is positive: Excess hours of parking) X (Hourly rate in effect at end of year) = Annual adjustment. c. If excess hours of parking is negative, for the first year, or any portion of the calendar year between the opening of hotel operations and the following July 1, only: that negative amount of hours will be carried over to the second year and added to the annual hour base of 210,000 hours to be used in the computation of the annual adjustment of monthly fees for the second year. D. Payment Due Date. Plaza Towers agrees to pay the monthly fee by the 15a' of the following month and the annual adjustment with 45 days after the annual, 12 -month period. E. Renegotiation. The computation formulas listed in Section I -C are subject to renegotiation should daily parking demand necessitate the removal of permit parking in the Dubuque Street Parking Ramp. F. Contract Year. City and Plaza Towers agree that "contract year" shall be consistent with the City's fiscal year, and shall, as of July 1 immediatelyfollowingthefirstfullmonthofhoteloperations, run from July 1, to June 30 of the following year, and that the contract year is one and the same as the `annual 12 -month period' referred to in this Exhibit "G.1V. City shall not increase the monthly permit rate in effect under this agreement more often than once every contract year. For purposes of this Agreement, monthly permit rate in effect" shall mean the lowest monthly contract parking rate available to the general public at any of the City's parking ramps, which is the Dubuque Street parking ramp at the date of the signingofthisagreement. II. FACILITY HOTEL RESTAURANT EMPLOYEES Parking will be provided as available to the general public at the normal rates.