HomeMy WebLinkAboutAugusta Place DA+res signed 5-2-17Prepared by: Eleanor Dillcm, City Attomey, 410 E Washington St Iowa City JA 52240 356-5030
RESOLUTION NO. 17-157
RESOLUTION APPROVING A DEVELOPMENT AGREEMENT,
INCLUDING THE TRANSFER OF LAND, BY AND BETWEEN
THE CITY OF IOWA CITY, IOWA AND AUGUSTA PLACE LLC
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 preserve and
protect buildings that, for reason of age, history, architecture or significance are listed or are
eligible for listing on the National Register of Historic Places, to strengthen the economic well-
being of the area and to provide residential development for low and moderate income families;
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, h) revitalize underutilized
or blighted areas; and i) expand affordable housing; and
WHEREAS, the City received a proposal from Augusta Place, LLC (the "Developer"), in
the form of a proposed Development Agreement (the "Agreement") by and between the City and
the Developer, pursuant to which the property on the north half of the block bordered by Gilbert
Street, Iowa Avenue and Van Buren Street, a portion of which is owned by the City and
currently used as surface parking lot will be developed with the Development to include, among
other things, the Developer's investment of $35,163,653 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, as legally described in the Agreement("the
Project"); and,
WHEREAS, said Project includes the acquisition, restoration and reuse of the historic
Unitarian Church for a commercial enterprise and designation as a historic landmark, residential
development which includes housing for low and moderate income families and replacement
parking sufficient for the City's public safety vehicles.
WHEREAS, pursuant to said Economic Development Policies, the City's consultant
made a financial analysis of the proposed Development Agreement, which analysis included an
examination of all financing sources for the project, the project costs, with scrutiny of theDeveloper's return based largely on Developer equity and the maximization of project debt; and
WHEREAS, 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 $14,384,905 minimum assessment value on the project once complete, the CityproposestoconveylandtotheDeveloperattheappraisedvalueof $3,330,000, and to make
certain contributions to the project, including economic development grants in the form of TIF
rebates of 100% of the TIF revenue over a maximum 9 years in the maximum amount of
4,020,292 for the commercial and on-site affordable housing components of the project, a
forgivable loan in the amount of $650,831, purchase of the improved surface parking lot for
602,843, and purchase of six 1 bedroom apartments with Housing Authority funds for use asaffordablehousingatatotalpriceof $1,080,000; and,
WHEREAS, the Project will generate, when complete, an actual minimum taxable value
of $14,384,905 of new tax base upon which taxes will be paid to the taxing bodies pursuant to
the protected school debt service levy, school physical plant and equipment levy, county debtservicelevy, city debt service levy, community college debt service levy, and schoolinstructionalsupportlevy; and,
WHEREAS, the Agreement provides for the execution by Developer of a minimum
assessment agreement with the City and the minimum actual value therein of $14,384,905
provides sufficient taxable valuations to permit the collection of incremental taxes to cause the
indebtedness and other costs incurred by the City with respect to the property being conveyed bytheCitytoDevelopertoberepayableastoprincipalwithinfourtaxyearsfollowingthecommencementoffulloperationofthedevelopment; and,
WHEREAS, the City believes that the Project pursuant to this Agreement aligns with the
goals of the City's Comprehensive Plan, including the Downtown and Riverfront Crossings sub
district plan which includes the Development property, as the Project provides for preservation
of a historic building for commercial use, represents strategic infill development on an under-
utilized surface parking lot, is pedestrian oriented by adding to the number of residences in the
downtown within walking distance of grocery stores, services, restaurants and retail, brings the
active part of the building close to the property line with parking hidden behind and provides 6
units of on-site affordable housing as well as a commitment by the Developer to provide
additional off site affordable housing and replace the City owned parking necessary for the
public safety departments housed at City Hall; and,
WHEREAS, the Economic Development Grants to be provided by City to Developer
under this Agreement are for the purpose of acquiring, maintaining and rehabilitating the historic
Unitarian Church as a commercial enterprise and the development of housing for low andmoderateincomefamilies; and,
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 necessarytocarryoutthepurposesofsaidChapter, and to levy taxes and assessments for such purposes;
and,
WHEREAS, City Staff has reviewed the application and proposed Developer'sAgreementandrecommendsapprovaltotheCityCouncil; and
WHEREAS, on April 18, 2017, this Council did approve a resolution of intent to
consider a proposed development agreement with Augusta Place, LLC, which includes the
transfer of land described therein, and setting a public hearing and providing for the publicationofnoticethereof; and
WHEREAS, notice of the public hearing thereon was published on April 24, 2017, in the
Iowa City Press -Citizen, and public hearing was held on May 2, 2017 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 to provide
economic development grants 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'sperformancethereunderisinfurtheranceofappropriateeconomicdevelopmentactivitiesand
objectives of the City within the meaning of Chapters 15A and 403 of the Iowa Code, taking intoaccountthefactorssetforththerein.
NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWACITYIOWATHAT:
1. The Development Agreement by and between the City of Iowa City Iowa and Augusta
Place, LLC, which includes the conveyance of City owned property legally described asfollows:
BEGINNING AT THE NORTHEAST CORNER OF LOT 1, BLOCK
44, ORIGINAL TOWN OF IOWA CITY, IOWA, ACCORDING TO
THE PLAT RECORDED IN PLAT BOOK 1, PAGE 116 IN THE
RECORDS OF THE JOHNSON COUNTY RECORDER'S OFFICE;
THENCE S0004522"E, ALONG THE EAST LINE OF SAID LOT 1,
AND ITS SOUTHERLY EXTENSION, 160.46 FEET TO THE
CENTERLINE OF THE PLATTED ALLEY; THENCE
S89°19'44"W, ALONG SAID CENTERLINE, 319.30 FEET TO A
POINT ON THE WEST LINE OF SAID BLOCK 44; THENCE
N00°46'57"W, ALONG SAID WEST LINE, 50.58 FEET TO THE
SOUTHWEST CORNER OF THE NORTH 110 FEET OF LOT 4,
SAID BLOCK 44; THENCE N89°21'01 "E, ALONG THE SOUTH
LINE OF SAID NORTH 110 FEET OF LOT 4, A DISTANCE OF
79.84 FEET TO THE SOUTHEAST CORNER OF SAID NORTH
110 FEET OF LOT 4; THENCE N00046'56"W, ALONG THE EAST
LINE OF SAID LOT 4, A DISTANCE OF 110.00 FEET; THENCE
N89021'01"E, ALONG THE NORTH LINE OF LOTS 3, 2 AND 1, A
DISTANCE OF 239.53 FEET TO THE POINT OF BEGINNING,
3
CONTAINING 0.98 ACRE (42,477 SQUARE FEET) AND IS
SUBJECT TO EASEMENTS AND RESTRICTIONS OF RECORD.
Said property is sometimes legally described as follows: Lots 1-3, the south 40 feet of Lot 4, and
the north 10' of the alley adjacent thereto, Block 44, Original Town ofIowa City, Iowa, accordingtotheplatthereof);
is in the public interest of the residents of Iowa City and a public purpose will be accomplishedbytheCity's economic development grants to the Project.
2. 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 theCity's policies and practices,; and
3. The Mayor is authorized and directed to execute the Agreement and the City Clerk is authorizedanddirectedtoattestthesignatureandtoaffixthesealoftheCityClerk.
4. 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 toeffectuatethetransferoflandoreasementrightstotheDeveloperinaccordancewiththeterms
ofthe Agreement for Private Redevelopment and in a form approved by the City Attorney.
5. The City Clerk is directed to certify and record the resolution at the Developer's expense.
6. The City Manager is hereby authorized to administer the terms of the Agreement for PrivateRedevelopment.
Passed and approved this 2nd day of may. 2017
A4IAYOR v
roved b
ATTEST:
CIT ERK City Attorney's Office
Resolution No. 17-157
Page 5
It was moved by Botchway and seconded by 'Thomas
Resolution be adopted, and upon roll call there were:
AYES: NAYS: ABSENT: ABSTAIN:
x— Botchwayx— Cole
X DickensX
X
Mims
X Taylor
X Thomas
Throgmorton
the
Late Handouts Distributed
AGREEMENT
sl 1-1
FOR (Da)
PRIVATE DEVELOPMENT
By and Between
THE CITY OF IOWA CITY, IOWA,
and
AUGUSTA PLACE, LLC
Execution Version Page 1
Table of Contents
INTRODUCTION.......................................................................................................................... 4
ARTICLE I. DEFINITIONS......................................................................................................... 5
ARTICLE II. DEVELOPMENT, USE AND OCCUPANCY REQUIREMENTS ........................ 8
ARTICLE III. REPRESENTATIONS AND WARRANTIES..................................................... 10
ARTICLE IV. CONVEYANCE OF CITY PROPERY............................................................... 13
ARTICLE V. TIME FOR COMMENCEMENT AND COMPLEITION OF MINIMUM
IMPROVEMENTS....................................................................................................................... 16
ARTICLE VI. CONSTRUCTION PLANS; CONSTRUCTION OF IMPROVEMENTS;
CERTIFICATE OF COMPLETION............................................................................................ 16
ARTICLE VII. RIGHTS OF ACCESS TO PROPERTY............................................................ 19
ARTICLE VIII. MINIMUM ASSESSMENT.............................................................................. 19
ARTICLE IMCONVEYANCE OF CITY PARKING CONDOMINIUM UNIT AND ON-SITE
AFFORDABLE HOUSING UNITS............................................................................................. 21
ARTICLE XI. ANNUAL CERTIFICATION.............................................................................. 24
ARTICLE XII. ASSIGNMENT AND TRANSFER................................................................... 25
ARTICLE XIII. ECONOMIC DEVELOPMENT GRANTS ...................................................... 25
ARTICLE XIV. INDEMNIFICATION........................................................................................ 28
ARTICLE XV. DEFAULT AND REMEDIES........................................................................... 29
ARTICLE XVI. OPTION TO TERMINATE AGREEMENT .................................................... 31
ARTICLE XVII. MISCELLANEOUS........................................................................................ 31
Exhibit A. Map of Urban Renewal Area...................................................................................... 34
Exhibit B. Legal Description of Urban Renewal Area................................................................. 35
Exhibit C. Legal Description of Development Property............................................................... 37
Exhibit C-1. Legal Description of City Property .......................................................................... 38
Exhibit C-2. Legal Description of Church Property..................................................................... 39
Exhibit D. Minimum Improvements and Uses............................................................................. 40
Exhibit D-1. On -Grade Parking and Fire Station Entry and Loading Dock Report ..................... 42
ExhibitE. Concept Plan................................................................................................................ 46
Exhibit F. Certificate of Completion............................................................................................ 53
Exhibit G. Wage Theft Affidavit.................................................................................................. 55
Exhibit H. Temporary Construction and Crane Swing Easement Agreement .............................. 56
Exhibit 1. Opinion of Counsel....................................................................................................... 60
Execution Version page 2
ExhibitJ. Promissory Note........................................................................................................... 62
Exhibit K. Minimum Assessment Agreement.............................................................................. 63
ExhibitL. Reserved...................................................................................................................... 67
Exhibit M. Annual Certification................................................................................................... 68
Exhibit N. Legal Description of Off-site Affordable Housing Units ............................................ 69
Exhibit O. Memorandum of Agreement....................................................................................... 70
Execution Version Page 3
INTRODUCTION
THIS AGREEMENT FOR PRIVATE DEVELOPMENT 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 Chapters 15A and 403 (2017), as
amended, ("Urban Renewal Act") and Augusta Place, LLC ("Developer"), a limited liability
company organized under the laws of the State of Iowa and having an office for the transaction
of business at 215 N. Linn Street, Iowa City, IA 52245. This agreement outlines the terms and
conditions, and the relative rights and responsibilities of the City and the Developer for the
development of the property in Iowa City located to the North of City Hall in Iowa City, Iowa,
legally described in Exhibit C hereto, ("the Property" or "the Development 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 revitalization and economic development of an urban renewal area
in the City and, in this connection, is engaged in carrying out urban renewal project activities in
an area known as the City -University Project I Urban Renewal Area (Project No. IA R-14),
which area is described in the Urban Renewal Plan approved for such area by Resolution No.
2157 dated October 2, 1969 and amended from time to time; 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, the Developer has proposed a Project known as Augusta Place for the
development of the property on the northern half of the block bordered by Gilbert Street, Iowa
Avenue, Van Buren Street and Washington Street, which property is more particularly described
in Exhibit "C" attached hereto and made a part hereof (which property as so described is
hereinafter referred to as the "Property" or `Development Property'); and,
WHEREAS, the City has determined that the Project proposed by Developer, as further
described in Exhibit D "Minimum Improvements and Uses" and Exhibit E "Concept Plan", on
the Development 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 Developer 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
Execution Version Page 4
this Agreement by constructing the Project and incorporating the uses outlined in this
Agreement; and
WHEREAS, the City is willing to convey to the Developer that portion of the Property it
currently owns subject to the use limitations provided for in the Plan, this Agreement, and certain
restrictions, covenants, conditions and obligations assumed by the Developer pursuant to this
Agreement; and
WHEREAS, the parking lot currently on the City Property includes critical parking for
the City's public safety functions that are housed in City Hall, and a critical component of the
Project and the City's willingness to convey the City Property is the replacement and sale back to
the City of a City Parking Condominium Unit with 60 parking spaces; and,
WHEREAS, the Project will generate; when complete, an actual minimum taxable value
of $14,384,905 of new tax base upon which taxes will be paid to the taxing bodies 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,
WHEREAS, the City believes that the Project pursuant to this Agreement aligns with the
goals of the City's Comprehensive Plan, including the Downtown and Riverfront Crossings sub
district plan which includes the Development property, as the Project provides for preservation
of a historic building for commercial use, represents strategic infill development on an under-
utilized surface parking lot, is pedestrian oriented by adding to the number of residences in the
downtown within walking distance of grocery stores, services, restaurants and retail, brings the
active part of the building close to the property line with parking hidden behind and provides 6
units of on-site affordable housing as well as a commitment by the Developer to provide
additional off site affordable housing and replace the City owned parking necessary for the
public safety departments housed at City Hall; and,
WHEREAS, the Economic Development Grants to be provided by City to Developer
under this Agreement are for the purpose of acquiring, maintaining and rehabilitating the historic
Unitarian Church as a commercial enterprise and the development of housing for low and
moderate income families.
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:
ARTICLE I. DEFINITIONS
Section 1.1. Definitions. In addition to other definitions set forth in this Agreement, all
capitalized terms used and not otherwise defined herein shall have the following meanings unless
a different meaning clearly appears from the context:
Agreement means this Agreement and all appendices hereto, as the same may from time to
time be modified, amended or supplemented.
Execution Version Page 5
Augusta Place, LLC TIF ACCOUNT means a separate account within the City -University
Project 1 Urban Renewal Tax Increment Revenue Fund of the City, in which there shall be
deposited all Tax Increments received by the City with respect to the Minimum Improvements
on the Development Property described in Exhibit C.
Certificate of Completion means a certification in the form of the certificate attached
hereto as Exhibit F and hereby made a part of this Agreement, provided to the Developer
pursuant to Section 6.6 of this Agreement.
Church Propertv means the property owned by Developer and described on Exhibit C-2
attached hereto.
City means the City of Iowa City, Iowa, or any successor to its functions.
City Property means the property to be sold by City to Developer pursuant to Article IV
hereof and described on Exhibit C-1 attached hereto.
City Parking Condominium Unit means the condominium unit to be conveyed to the City
by Developer pursuant to Section 9.1 hereof, the components of which are described on Exhibit
D attached hereto.
Code means the Code of Iowa, 2017, as amended.
Construction Plans means the plans, specifications, drawings, progress reports and related
documents reflecting the construction work to be performed by the Developer with respect to the
Minimum Improvements on the Development Property and the other properties upon which the
Public Improvements will be located; the Construction Plans shall be as detailed as the plans,
specifications, drawings and related documents which are submitted to the building inspector of
the City as required by applicable City codes.
Coup means the County of Johnson, Iowa.
Developer means Augusta Place, LLC.
Development Propertv means that portion of the City University Project 1 Urban Renewal
Area of the City described in Exhibit C hereto, consisting of the "City Property" and "Church
Property" described in Exhibits C-1 and C-2 hereto.
Economic Development Grants mean the Tax Increment payments to be made by the City
to the Developer under Article XIII of this Agreement.
Event of Default means any ofthe events described in Section 15.1 of this Agreement.
First Mortgage means any Mortgage granted to secure any loan made pursuant to either a
mortgage commitment obtained by the Developer from a commercial lender or other financial
institution to fund any portion of the construction costs and initial operating capital requirements
of the Minimum Improvements, or all such Mortgages as appropriate.
Execution Version Page 6
Minimum Improvements shall mean the construction of a development, together with all
related site improvements, detailed in Exhibits D and E hereto. Minimum Improvements shall
not include increases in assessed or actual value due to market factors.
Mortgage means any mortgage or security agreement in which the Developer has granted a
mortgage or other security interest in the Development Property, or any portion or parcel thereof,
or any improvements constructed thereon.
Net Proceeds means any proceeds paid by an insurer to the Developer under a policy or
policies of insurance required to be provided and maintained by the Developer, as the case may
be, pursuant to Article X of this Agreement and remaining after deducting all expenses
including fees and disbursements of counsel) incurred in the collection of such proceeds.
Off-site Affordable Housing Units the twelve (12) two-bedroom apartments owned by an
affiliate of Developer, Allen Rentals, LLC, and to be transferred to Developer in accordance with
Section 4.6(o) of this Agreement located at 104 Westside Drive, Iowa City and legally -described
on Exhibit N hereto that will remain affordable in accordance with Section 2.1 of this
Agreement.
On-site Affordable Housing Units means the six (6) one -bedroom residential condominium
units approximately 550 square feet in size as shown on the Concept Plan attached hereto as
Exhibit E that will be conveyed by Developer to City pursuant to Section 9.1 hereof for use as
housing for low and moderate income families in accordance with Iowa Code Chapter 403.
Ordinance means Ordinance Nos. 12-4509 and 17-4704 of the City, under which the
taxes levied on the taxable property in the City -University project 1 Urban Renewal Area shall
be divided and a portion paid into the Iowa City Urban Renewal Tax Increment Revenue Fund.
Proiect shall mean the construction and operation of the Minimum Improvements on the
Development Property, as described in this Agreement.
State means the State of Iowa.
City -University Project 1 Urban Renewal Tax Increment Fund means the special fund of
the City created under the authority of Section 403.19(2) of the Code and the Ordinance, which
fund was created in order to pay the principal of and interest on loans, monies advanced to or
indebtedness, whether funded, refunded, assumed or otherwise, including bonds or other
obligations issued under the authority of Section 403.9 or 403.12 of the Code, incurred by the
City to finance or refinance in whole or in part projects undertaken pursuant to the City -
University Project 1 Urban Renewal Plan, as amended.
Tax Increments means the property tax revenues with respect to the Minimum
Improvements that are divided and made available to the City for deposit in the City -University
Project 1 Urban Renewal Tax Increment Revenue Fund under the provisions of Section 403.19
of the Code and the Ordinance.
Execution Version Page 7
Termination Date means the date of termination of this Agreement, as established in
Section 17.8 of this Agreement.
Unavoidable Delays means delays resulting from acts or occurrences outside the
reasonable control of the party claiming the delay including but not limited to storms, floods,
fires, explosions or other casualty losses, unusual weather conditions, strikes, boycotts, lockouts
or other labor disputes, delays in transportation or delivery of material or equipment, litigation
commenced by third parties, or the acts of any federal, State or local governmental unit (other
than the City).
Urban Renewal Plan means the City -University Project 1 Urban Renewal Plan, as
amended, approved in respect of the City -University project 1 Urban Renewal Area, described in
the preambles hereof.
ARTICLE II. DEVELOPMENT, USE AND OCCUPANCY REQUIREMENTS
Section 2.1. Construction and Uses.
a) Minimum Improvements. The Developer shall construct the Minimum
Improvements on the Development Property, which will consist of a mixed-use structure
described more fully on Exhibit D and conceptually shown in Exhibit E, attached hereto and
incorporated herein by reference ("Minimum Improvements"). The Developer hereby commits
to a project that includes an approximate total of $35,163,653 in development costs.
b) Affordable Housing. The Developer shall provide 18 affordable housing units.
To satisfy this obligation, in part, Developer agrees to sell 6 one -bedroom residential units in the
Project to the City pursuant to Section 9.1 hereof, for use as determined by City for low and
moderate income housing as defined in Iowa Code Chapter 403 ("On-site Affordable Housing
Units")
In further satisfaction of this obligation, Developer agrees to rent 12 two-bedroom
residential units located at 104 Westside Drive, in Iowa City, IA as affordable rental housing
subject to the limitations set forth here. Rental applications for these units shall include the
applicant's household income and household size and Developer shall verify that the units are
occupied by households with incomes at or less than 60% of median family income as
calculated under the HUD Part 5 Annual Income definition for that household (24 CFR 5.609).
Currently, 60% of the HUD -established Area Median Income is $36,300 for a one person
household, $41,52 for a 2 -person household, $46,680 for a 3 -person household and $51,840 for a
4 -person household.)
Maximum rent shall be calculated based on 40% of area median income, as annually
defined by the U.S. Department of Housing and Urban Development. All utilities shall be paid
by the Developer. The method to calculate maximum rent for these 12 units is as follows:
Execution Version Page 8
2 -Bedroom Unit
a. Median Income of a two person household 69,200
b. 40% Median Income (two person household) 27,680
c. 30% of income available for housing expenses
b *.30)
8,304
d. Monthly housing cost (c/12) —
MAXIMUM MONTHLY RENT
692
In order to expand affordable housing opportunities in Iowa City, the Developer shall not
accept Housing Choice Vouchers for these reduced rent units.
The rent will be adjusted up annually if HUD adjusts the income limits higher than the
income limit identified in this Agreement. If the HUD income limits are adjusted by HUD
during the rental term (typically one year), the rent need not be changed for the duration of the
current lease. If at any time HUD adjusts the income limits lower than the income limit
identified in this Agreement, the Developer is not required to decrease the rent below the rents
identified in this Agreement. The Developer shall submit an annual tenant housing report
which, at a minimum, includes statistics relating to the households being assisted by unit,
household size, income, lease dates and rents. The report is due on October 15 annually for the
preceding 12 month period (October 1 through September 30). Income documentation must be
maintained by the Developer for the most recent three years, and presented upon request by the
City.
Tenant income shall be reviewed by the Developer before lease renewal (typically
annually). After the initial income determinations, subsequent determinations may be made
based on most recent tax forms, income stubs, etc. If the tenant's income exceeds 80% of
median income, the tenant must pay 30% of their income for rent and utilities and the maximum
rent determined by the formula above will no longer be applicable. For example, upon lease
renewal, a three person household's income is now $60,000 (over 80% median income). Their
rent would be $1,500 (($60,000*.30)/12).
Said Off-site Affordable Housing Units shall be affordable in accordance with the terms
hereof for a period of twenty (20) years from the date an occupancy permit is issued for the
Project and it is intended and agreed that the requirements of this section with respect to the Off-
site Affordable Housing Units (the "Covenants") shall run with the land. The Developer agrees
for itself, its successors and assigns that each deed or other conveyance of the Off-site
Affordable Housing Units shall contain the Covenants. It is intended and agreed that the City
and its successors shall be deemed beneficiaries of the Covenants, 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 Covenants have been provided. Such
Covenants shall (and each deed shall so state) run in favor of the City for the applicable 20 year
period, during which time such Covenants shall be in force and effect. The City shall have the
right in the event of any breach of any Covenant during the applicable 20 year period 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 Covenant, to which it or any other
beneficiaries ofsuch Covenant may be entitled, and shall be entitled to recover, in addition to its
court costs, a reasonable attorney's fee to be fixed by the court, and such recovery shall include
Execution Version Page 9
court costs and attorney's fees on appeal, if any. Further, the City shall hold all right and
authority to agree to or provide any amendment, modification, waiver, termination or release of
the Covenants on behalfof itself and other parties, public or private, which are beneficiaries
thereof (other than Developer, its successors and assigns). Said Covenants shall survive the
termination of this Agreement.
c) Staging Plan. Developer acknowledges that the construction site is directly to the
North of City Hall which houses the City's critical public safety operations. Prior to the start of
construction the City's Director of Public Works must approve the Developer's staging and
phasing plan and said plan must be designed to minimize the impact of the construction on
critical city operations.
d) Use of Right-of-Wav; Construction Easements. In the event the Developer
requires use or' closing of public right-of-way for construction of the Minimum Improvements
any such closing is subject to the approval of the Director of Public Works and the execution of a
Temporary Use of Right of Way Agreement by the City's Director of Public Works and
Developer. Developer anticipates that it will need a Temporary Crane Swing easement from the
City, and that in order to complete the fire entrance, vestibule, and loading dock improvements
included within the City Parking Condominium Unit the Developer will require a Temporary
Construction Easement from the City. The agreement for said temporary easement rights shall
take a form substantially similar to the Temporary Construction Easement Agreement, attached
hereto as Exhibit H.
e) Sound Due to Proximity of Emergency Operations Developer acknowledges that
the Development Property is in close proximity to the emergency operations of the City (police
and fire) and that noise from those operations, including emergency sirens and the testing of
those sirens in the parking facility, may be disruptive to occupants of the townhomes and
apartments to be constructed on the Development Property. It shall be Developer's
responsibility to notify tenants and purchasers of the proximity of these emergency operations
and the accompanying noises at the time of lease or sale. City shall have no obligation to
remedy any such noise concerns.
ARTICLE III. REPRESENTATIONS AND WARRANTIES
Section 3.1. Representations and Warranties of the City. The City makes the
following representations and warranties:
a) The City is a municipal corporation and political subdivision organized under the
provisions of the Constitution and the laws of the State and has the power to enter into this
Agreement and carry out its obligations hereunder.
b) 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 City is now a party or by
which it is bound, nor do they constitute a default under any of the foregoing.
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Section 3.2 Covenants, Obligations, Representations and Warranties of Developer.
The Developer makes the following representations, commitments and warranties:
a) The Developer 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 Developer has the full power and authority to execute this Agreement and
this Agreement shall constitute the legal, valid and binding obligation of the Developer in
accordance with its terms, and the consent of no other party is required for the execution and
delivery of this Agreement by the Developer or the consummation of the transaction
contemplated hereby.
c) The making and performance of this Agreement by the Developer and the
execution and delivery of the documents to be delivered by the Developer pursuant hereto, have
been duly authorized by all necessary action of the Developer, and this Agreement and such
documents will be valid and binding obligations of the Developer enforceable in accordance with
their terms.
d) The Developer will cause the Minimum Improvements and the Off-site
Affordable Housing Units to be constructed, operated and maintained in accordance with the
terms of this Agreement, the Urban Renewal 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 approved by the City.
e) The Developer 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
Developer'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 Developer 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 E, as determined
by the City Manager or designee, it shall be subject to approval by Council.
f) 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 Developer is now a party
or by which it is bound, nor do they constitute a default under any of the foregoing.
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g) The Developer 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 8.1 of this Agreement. The
Developer estimates that the Assessor's Minimum Actual Value set forth in Section 8.1 of this
Agreement is a reasonable estimate of the actual value for ad valorem tax purposes.
h) The Developer has not received any notice from any local, state or federal official
that the activities of the Developer 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 Developer 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 Developer 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.
i) The Developer shall proceed with due diligence to obtain construction financing
commitments, which commitments shall be sufficient to enable the Developer to successfully
complete the Minimum Improvements as contemplated in this Agreement. This agreement is
contingent upon Developer obtaining financing upon terms and conditions satisfactory to
Developer and City, and shall be a condition precedent to the City's conveyance of the Property
to Developer in accordance with Section 4.6 hereof.
0) The Developer 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.
k) In operating the Minimum Improvements upon completion of construction and in
performance of the Off-site Affordable Housing Unit obligations and covenants set forth herein,
the Developer shall do the following:
i) Maintenance of Properties. The Developer will maintain, preserve and keep
the Minimum Improvements and the Off-site Affordable Housing Units in good repair and
working order, ordinary wear and tear excepted, and from time to time will make all necessary
repairs, replacements, renewals and additions.
ii) Maintenance of Records. The Developer will keep at all times proper books of
record and account in which fall, true and correct entries will be made of all dealings and
transactions of or in relation to the business and affairs of the Developer in accordance with the
modified income tax basis of accounting consistently applied throughout the period involved,
and the Developer will provide reasonable protection against loss or damage to such books of
record and account.
iii) Compliance with Laws. The Developer will comply with all laws, rules and
regulations relating to the Minimum Improvements, other than laws, rules and regulations the
failure to comply with which or the sanctions and penalties resulting therefrom, would not have a
material adverse effect on the business, property, operations, or condition, financial or otherwise,
ofthe Developer.
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iv) Non -Discrimination. In operating the Minimum Improvements, the Developer
shall not discriminate against any applicant, employee or tenant because of race, creed, color,
religion, sex, national origin, sexual orientation, age, disability, marital status, gender identity,
presence or absence of dependents or public assistance source of income. The Developer shall
ensure that applicants, employees and tenants are considered and are treated without regard to
their race, creed, color, religion, sex, national origin, sexual orientation, age, disability, marital
status, gender identity, presence or absence of dependents or public assistance source of income.
1) Developer (or any person or entity that has an interest in or owns more than 25% of
Developer) has not admitted guilt or liability or been adjudicated guilty or liable in any judicial
or administrative proceeding of committing a repeated or willful violation of the Iowa Wage
Payment Collection law, the Iowa Minimum Wage Act, the Federal Fair Labor Standards Act or
any comparable state statute or local ordinance, which governs the payment of wages, within the
five (5) year period prior to the date of this Agreement and shall not be adjudicated guilty or
liable therefore at any time after the date of this Agreement.
ARTICLE IV. CONVEYANCE OF CITY PROPERY
Section 4.1 Purchase Price.
Subject to the terms, covenants, and conditions of this Development Agreement, the City
will sell the City Property legally described in Exhibit C-1 to Developer, and the Developer will
purchase the City Property from the City and pay therefor the amount of $3,330,000. The
purchase price will be paid in the form of $2,679,169 in cash from the Developer and a
forgivable loan by City to Developer in the amount of $650,831 pursuant to Section 4.7 hereof.
Section 4.2 Form of Deed.
The City shall convey to the Developer title to the Property by Warranty 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.
Section 4.3 Recordation of Deed.
The Developer shall properly file the Deed for recordation among the land records in the
office of the Johnson County, Iowa Recorder. The Developer shall pay all costs for so recording
the Deed, Memorandum of this Agreement, and any necessary easement agreements provided for
in this Agreement.
Section 4.4 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 Developer. The City shall
deliver said Abstract to Developer within 30 calendar days of the date of this Agreement, after
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which the Developer shall have 30 calendar days to examine same and issue a preliminary title
opinion. The Abstract shall become the property of the Developer 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 Developer 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.
Section 4.5. Time and Place for Closing and Delivery of Deed.
If the conditions precedent to closing set forth in Section 4.6 hereof have been satisfied,
the City shall deliver the Deed and possession of the City Property to the Developer on or before
September 2, 2017, 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 Developer may terminate this Agreement or waive or extend
the time for satisfaction of such conditions precedent. Delivery of the Deed shall be made at the
principal office of the City on the Closing Date and the Developer shall accept such delivery and
pay to the City at such time and place the Purchase Price in immediately available funds.
Section 4.6 Conditions Precedent to Conveyance of Property
The City's obligation to convey title and possession of the Property to the Developer on
the Closing Date, and Developer's obligation to accept title and possession of the Property on the
Closing Date shall be subject to satisfaction of the following conditions precedent:
a) The Developer and the City shall be in material compliance with all of the terms and
provisions of this Agreement;
b) The Developer shall have submitted to the City, and the City shall have approved,
those Construction Plans due on or before August 1, 2017 pursuant to Article VI of
this Agreement. The Developer shall have submitted to the City a certification that
the plans are in compliance with the Urban Renewal Plan and this Agreement.
c) The Developer 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 Developer has firm commitments for construction and permanent financing
acceptable to Developer 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 Developer's financial ability
as in the reasonable judgment of the City is required;
d) The Developer 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 naming
the City as an additional obligee;
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e) Execution of the Minimum Assessment Agreement, pursuant to Article VIII of this
Agreement;
f) Execution of the Temporary Construction and Crane Swing Easement Agreement
pursuant to Section 2.1(d) of this Agreement;
g) Approval of Developer's Staging and Phasing Plan by the city pursuant to section 2.1
c) of this Agreement;
h) Execution of a Temporary Use of Right -of -Way Agreement pursuant to Section 2.1
of this Agreement;
i) Receipt of an Opinion of Counsel to Developer as to the subject of and in the form of
Exhibit I, attached hereto;
j) Agreement of the Developer and the City's staff Design Review Committee on the
exterior design of the building pursuant to 3.2(e) of this Agreement. If such
agreement is not reached, Developer has the right, at its option, to terminate this
Agreement; and,
k) Rezoning of the Church Property as an historic landmark by the Iowa City City
Council.
1) City approval of preliminary plans and specifications for the City Parking
Condominium Unit.
m) Vacation of the North 10 feet of the alley as described in Exhibit C-1 of this
Agreement.
n) Developer's execution of the Wage Theft Affidavit attached hereto as Exhibit "G"
o) Evidence Satisfactory to City that the Off -Site Affordable Housing Units will be
conveyed to Developer no later than July 1, 2019.
Section 4.7 Forgivable Loan. On the date of closing, City shall make a loan to
Developer in the principal amount of $650,831.00 plus interest of 3.84% per annum, which loan
shall be forgiven upon issuance of a Certificate of Completion for the Minimum Improvements
pursuant to Section 6.6 hereof. In the event a Certificate of Completion is not issued in
accordance with Section 6.6, the entire principal amount and interest will become immediately
due and payable. Developer shall execute a Promissory Note in the form attached hereto as
Exhibit J and provide the same to City at closing.
Section 4.8 Escrow. It is contemplated by this agreement that the City will acquire
certain condominium units after the Minimum Improvements are constructed, as detailed in
Article IX. At closing, the City shall place $602,843.00 of said purchase price in escrow to be
held until the City Acquisition Closing Date, as defined in Section 9.5. On the City Acquisition
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Closing Date, the City will release these funds, along with any accumulated interest thereon to
Developer. The City will, in its sole judgment, secure the best possible interest rate on the
escrowed funds. The parties understand that the interest will be minimal in light of the
investment options available to the City and the limited time that the funds will be held in
escrow. In the event that the conditions precedent set forth in Section 9.6 are not met, the City
will not return any funds or interest to Developer, but rather may use these funds for whatever
purpose it deems appropriate.
ARTICLE V. TIME FOR COMMENCEMENT AND COMPLEITION OF MINIMUM
IMPROVEMENTS
Section 5.1. The construction of the Project and Minimum Improvements shall
commence not later than September 2, 2017, and shall be substantially completed on or before
June 30, 2019.
ARTICLE VI. CONSTRUCTION PLANS; CONSTRUCTION OF IMPROVEMENTS;
CERTIFICATE OF COMPLETION
Section 6.1 Plans for Construction of Improvements. Plans and specifications with
respect to redevelopment of the Property and the construction of certain improvements thereon,
to consist of the Minimum Improvements shown on Exhibit D and as outlined in Section 2.1
hereof, 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 Section 6.2
hereof, the Developer 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. 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 Developer or approval by the City thereof shall be required
except with respect to any substantial 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 Developer 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 Section 6.2 hereof. 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 Developer shall submit new or corrected Construction Plans which are in conformity
with the Urban Renewal Plan, this Agreement, and all applicable codes within the time specified
in Section 6.2 hereof, after written notification to the Developer ofthe rejection.
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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 Developer 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 Section 6.2 hereof. All
work with respect to the Minimum Improvements to be constructed or provided by the
Developer on the Property shall be in conformity with the Construction Plans as approved by the
City.
Approval of the Construction Plans by the City shall not relieve Developer of 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 6.2. Time for Submission and Approval
a) Progress Reports and Time for Submission of Construction Plans. Developer 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. Developer shall submit the following to City on or before the
identified date: 1) a Site Plan Application identifying how the building sits on the site and
identifying all existing and proposed utilities (adhering to site plan submittal requirements) and
an application and plans for StaffDesign Review including schematic design development
drawings, showing preliminary floor plans, elevations identifying materials and colors and
related information by June 1, 2017; 2) Site preparation construction drawings by July 1, 2017;
3) Building Permit Application and plans for a foundation by August 1, 2017; 4) a Building
Permit Application and plans for the structure shell by October 1, 2017; 5) a Building Permit
Application and plans for the finish construction 6y January 1, 2018.
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 based on the Urban Renewal Plan, all applicable codes and any
additional requirements imposed on the Developer 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 Developer shall submit any new or
corrected Construction Plans as provided for in Section 6.2(a) hereof shall be not later than
fifteen (15) calendar days after the date the Developer 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 Developer shall submit Construction Plans which conform to the requirements of this
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Section and are approved by the City shall be not later than sixty (60) calendar days after the date
the Developer 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
Developer.
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 6.3 hereof, shall be
fifteen (15) calendar days after the date of the City's receipt of notice of such change.
Section 6.3. Changes in Construction Plans. If the Developer desires to make any
substantial change in the Construction Plans after their approval by the City, the Developer shall
submit the proposed change to the City for its approval. Pursuant to Section 3.2, if the final
exterior design substantially deviates from the concept plan shown in Exhibit E, as determined
by the City Manager or designee, it shall be subject to approval by Council. If the Construction
Plans, as modified by the proposed change, conform to the requirements of this Section with
respect to such previously approved Construction Plans, the City shall approve the proposed
change and notify the Developer 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 Developer, setting forth in detail the reasons
therefore, shall be made within the period specified therefore in Section 6.2(d) hereof.
Section 6.4. Commencement and Completion of Construction of Minimum
Improvements. The Developer 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 Developer for itself and such successors and assigns, that the
Developer, and such successors and assigns, shall promptly begin and diligently prosecute to
completion the development of the Property through the construction of the Minimum
Improvements thereon, and that such construction shall in any event begin within the period
specified in Article V hereof and be completed within the period specified in such Article V. 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 Developer
and its successors and assigns to or of the Property or any part thereof or any interest therein.
Section 6.5. Notice of Delays. Until construction of the Minimum Improvements has
been completed, the Developer 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 6.6. Certificate of Completion.
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a) Promptly after completion of the Minimum Improvements in accordance with
those provisions of this Agreement relating solely to the obligations of the Developer to
construct the Minimum Improvements (including the dates for beginning and completion
thereof), the City will furnish the Developer 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 Developer, 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 Developer to
any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance the
Minimum Improvements, or any part thereof, or of any obligation under this Agreement other
than the obligations to construct the Minimum Improvements.
b) The certification provided for in this Section 6.6 shall be in the form attached
hereto as Exhibit F. 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 Developer, provide the Developer with a written statement indicating in adequate detail in
what respects the Developer 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 Developer to take or perform in order to obtain
such certification.
ARTICLE VII. RIGHTS OF ACCESS TO PROPERTY
Section 7.1 Access to Property. The Developer 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 VIII. MINIMUM ASSESSMENT
Section 8.1 Minimum Assessment Agreements.
Developer agrees to enter into a Minimum Assessment Agreement in a form in
substantial compliance with Exhibit K attached hereto, in order to establish a Minimum Actual
Value for the land and Minimum Improvements for this Project.
The Developer 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 further agrees with respect to all the Property, that:
a) it will not seek administrative or judicial review of the applicability of any tax
statute determined by any official to be applicable to the Property or the Developer, or the
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owners of condominium units sold, or raise the inapplicability of any such tax statute as a
defense in any proceedings, including delinquent tax proceedings; that
b) it will not seek administrative or judicial review of the constitutionality of any
tax statute determined by any official to be applicable to the Property or the Developer 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
14,384,905 after taking into consideration any factors such as "roll -backs" which would reduce
the taxable value of the Property as of January 1, 2020 ("Minimum Actual Value") through:
i) willful destruction of the 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;
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;
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;
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;
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.
d) With the exception of the City Parking Condominium Unit and the residential
units to be owned by the City, it shall not, prior to December 31, 2023, cause or voluntarily
permit the Property to become other than taxable property; to be taxable at an amount less than
the Minimum Actual Value noted above; 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
Project 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 pursuant to any present or future statute or ordinance.
e) it is bound by the applicable Minimum Assessment Agreement attached as
Exhibit K, fixing the Minimum Actual Value of the Property as approved by the Assessor and
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the City as set forth herein and said Minimum Assessment Agreement shall inure to the benefit
of and be binding upon the Developer's successors in interest. The Developer shall provide to the
City a title opinion showing all lienholders, and all such lienholders shall consent to the
Minimum Assessment Agreement.
The Developer contemplates that the Project will consist of condominium units and
agrees that at the time of the execution of the declaration required by Chapter 499B Horizontal
Property (Condominiums) of the Code of Iowa, an attachment to the declaration will be executed
by the Developer, the City and the City Assessor allocating a portion of the Minimum Actual
Value to each unit.
On December 31, 2023, the Minimum Actual Values herein established and the
restrictions of this Section 8 shall be of no further force and effect and shall no longer encumber
the Property, and the Minimum Assessment Agreement shall terminate.
The Minimum Assessment Agreement 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
Johnson County Recorder, and such filing shall constitute notice to any subsequent
encumbrancer or purchaser of the 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 of any First
Mortgage.
ARTICLE IMCONVEYANCE OF CITY PARKING CONDOMINIUM UNIT AND
ON-SITE AFFORDABLE HOUSING UNITS
Section 9.1 Consideration.
Subject to the terms, covenants, and conditions of this Development Agreement, the
Developer will convey the following real estate to the City:
a) City Parking Condominium Unit. The City shall acquire the City Parking
Condominium Unit, as defined in Section 1.1 hereof, for $602,843. On the City Acquisition
Closing Date, as set forth below, the City will release to Developer the $602,843 escrowed plus
interest pursuant to Section 4.8 of this Agreement, in payment of said purchase price.
b) On-site Affordable Housing Units. The City shall acquire the On-site Affordable
Housing Units, as defined in Section 1.1 hereof, for $180,000 each, for a total purchase price of
1,080,000.
Section 9.2 Form of Deed.
The Developer shall convey to the City title to the City Parking Condominium Unit and
On-site Affordable Housing Units by Warranty Deed ("Deed").
Section 9.3 Recordation of Deed.
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The City shall, at its cost, properly file the Deed for recordation among the land records
in the office ofthe Johnson County, Iowa Recorder.
Section 9.4 Abstract of Title.
The Developer, at its expense, shall provide an Abstract of Title on the subject property
continued through the date of the recording of the Declaration of Horizontal Property Regime for
examination by the City. The Developer shall deliver said Abstract to City at least 60 calendar
days prior to the date of Closing, after which the City shall have 30 calendar days to examine
same and issue a preliminary title opinion. The Abstract shall become the property of the City 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 City 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.
Section 9.5 Time and Place for Closing and Delivery of Deed.
If the conditions precedent to closing set forth in Section 9.6 have been satisfied, the
Developer shall deliver the Deed and possession of the City Parking Condominium Unit and the
On-site Affordable Housing Units to the City on or before 30 days after the issuance of the date
of the Certificate of Completion, 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 such that closing does not occur by the Closing Date the City will
retain the escrowed funds in accordance with Section 4.8 of this Agreement and the Developer
will be in default of the terms of this Agreement pursuant to Section 15.1(a) of this Agreement.
Delivery of the Deed shall be made at the principal office of the City on the Closing Date and the
City shall accept such delivery and provide Developer with the consideration described in
Section 9.1 above.
Section 9.6 Conditions Precedent to Conveyance of Property
The City's obligation to accept title and possession of the City Parking Condominium
Unit and the On-site Affordable Housing Units on the City Acquisition Closing Date shall be
subject to satisfaction of the following conditions precedent:
a) The Developer shall be in material compliance with all of the terms and provisions of
this Agreement.
b) City inspection of the completed Parking Condominium Unit and On-site Affordable
Housing Units and determination that said units are built in compliance with the final
plans and specifications as approved by City.
d) Developer's assignment of warranties and bonds for architectural and construction
services to City.
Execution Version Page 22
e) Certificates of occupancy.
f) City approval of the Declaration of Submission of Property to Horizontal Property
Regime pursuant to Iowa Code Section 499B.
ARTICLE X. INSURANCE
Section 10.1. Insurance Requirements.
a) Upon completion of construction of the Minimum Improvements and at all times
prior to the Termination Date, the Developer shall maintain, or cause to be maintained, at its cost
and expense (and from time to time at the request of the City shall furnish proof of the payment
of premiums on) insurance as follows:
i) Insurance against loss and/or damage to the Minimum Improvements under
a policy or policies covering such risks as are ordinarily insured through property policies against
risk by similar businesses, including (without limitation the generality of the foregoing) fire,
extended coverage, vandalism and malicious mischief, explosion, water damage, demolition
cost, debris removal, and collapse in an amount not less than the full insurable replacement value
of the Minimum Improvements, but any such policy may have a deductible amount of not more
than $250,000. No policy of insurance shall be so written that the proceeds thereof will produce
less than the minimum coverage required by the preceding sentence, by reason of co-insurance
provisions or otherwise, without the prior consent thereto in writing by the City. The term "full
insurable replacement value" shall mean the actual replacement cost of the Minimum
Improvements (excluding foundation and excavation costs and costs of underground flues, pipes,
drains and other uninsurable items) and equipment, and shall be determined from time to time at
the request of the City, but not more frequently than once every three years, by an insurance
consultant or insurer selected and paid for by the Developer and approved by the City.
ii) Comprehensive general public liability insurance, including personal injury
liability for injuries to persons and/or property, including any injuries resulting from the
operation of automobiles or other motorized vehicles on or about the Development Property, in
the minimum amount for each occurrence and for each year of $1,000,000.
iii) Such other insurance, including worker's compensation insurance respecting
all employees of the Developer, in such amount as is customarily carried by like organizations
engaged in like activities of comparable size and liability exposure; provided that the Developer
may be self-insured with respect to all or any part of its liability for worker's compensation.
b) All insurance required by this Article X to be provided prior to the Termination
Date shall be taken out and maintained in responsible insurance companies selected by the
Developer which are authorized under the laws of the State of Iowa to assume the risks covered
thereby. The Developer will deposit annually with the City copies of policies evidencing all
such insurance, or a certificate or certificates or binders of the respective insurers stating that
such insurance is in force and effect. Unless otherwise provided in this Article X, each policy
shall contain a provision that the insurer shall not cancel or modify it without giving written
Execution Version Page 23
notice to the Developer and the City at least thirty (30) days before the cancellation or
modification becomes effective. Not less than fifteen (15) days prior to the expiration of any
policy, the Developer shall furnish the City evidence satisfactory to the City that the policy has
been renewed or replaced by another policy conforming to the provisions of this Article X, or
that there is no necessity therefor under the terms hereof. In lieu of separate policies, the
Developer may maintain a single policy, or blanket or umbrella policies, or a combination
thereof, which provide the total coverage required herein, in which event the Developer shall
deposit with the City a certificate or certificates of the respective insurers as to the amount of
coverage in force upon the Minimum Improvements.
c) The Developer agrees to notify the City immediately in the case of damage
exceeding $250,000 in amount to, or destruction of, the Minimum Improvements or any portion
thereof resulting from fire or other casualty. Net Proceeds of any such insurance shall be paid
directly to the Developer, and the Developer will forthwith repair, reconstruct and restore the
Minimum Improvements to substantially the same or an improved condition or value as they
existed prior to the event causing such damage and, to the extent necessary to accomplish such
repair, reconstruction and restoration, the Developer will apply the Net Proceeds of any
insurance relating to such damage received by the Developer to the payment or reimbursement of
the costs thereof.
d) The Developer shall complete the repair, reconstruction and restoration of the
Minimum Improvements, whether the Net Proceeds of insurance received by the Developer for
such purposes are sufficient.
e) Nothing herein shall waive any of the defenses of governmental immunity available
to the City of Iowa City, Iowa, under Code of Iowa Section 670.4 as it now exists and as it may
be amended from time to time.
ARTICLE XI. ANNUAL CERTIFICATION
Section 11.1. Annual Certification. To assist the City in monitoring and performance of
the Developer hereunder, a duly authorized officer of the Developer shall annually provide to the
City: (a) proof that all ad valorem taxes on the Development Property have been paid for the
prior fiscal year; (b) proof of satisfaction of the insurance requirements in Article X; (c)
submission of the annual tenant housing report for the Off-site Affordable Housing Units
pursuant to Section 2.1(b) of this Agreement; and, (d) certification that such officer has re-
examined the terms and provisions of this Agreement and that at the date of such certificate, and
during the preceding twelve (12) months, the Developer is not, or was not, in default in the
fulfillment of any of the terms and conditions of this Agreement and that no Event of Default (or
event which, with the lapse of time or the giving of notice, or both, would become an Event of
Default) is occurring or has occurred as of the date of such certificate or during such period, or if
the signer is aware of any such default, event or Event of Default, said officer shall disclose in
such statement the nature thereof, its period of existence and what action, if any, has been taken
or is proposed to be taken with respect thereto. Such statement, proof and certificate, in the
form attached hereto as Exhibit M, shall be provided not later than November 1 of each year,
commencing November 1, 2019, and ending on November 1, 2027, both dates inclusive. Upon
certification by the Developer on or before November 1, 2019, the City will calculate an
Execution Version Page 24
increment in accordance with the Ordinance, which establishes a base value as of January 1,
2016.
ARTICLE XII. ASSIGNMENT AND TRANSFER
Section 12.1. Status of the Developer; Transfer of Substantially All Assets. As security
for the obligations of the Developer under this Agreement, the Developer represents and agrees
that, prior to the issuance of the Certificate of Completion and prior to the Termination Date, the
Developer will maintain existence as an adequately -capitalized limited liability company and
will not wind up or otherwise dispose of all or substantially all of the Development Property and
Minimum Improvements, or assign its interest in this Agreement to any other party unless (i) the
transferee partnership, corporation, limited liability company or individual assumes in writing all
of the obligations of the Developer under this Agreement and (ii) the City consents thereto in
writing in advance thereof, in which case the Developer may be released of its obligations
hereunder. Notwithstanding the foregoing, however, or any other provisions of this Agreement,
a) Developer may transfer its interest in and to this Agreement to any affiliate which is
controlled by, under common control with or controls Developer or to any entity that acquires
all or substantially all of the assets of the Developer or to any successor to Developer by
consolidation, merger, or otherwise, and (b) the Developer may (1) pledge any and/or all of its
assets as security for any financing of the Minimum Improvements; (2) assign its rights under
this Agreement to a third party, provided such assignment shall not release the Developer of its
obligations hereunder, and the City agrees in writing that Developer may assign its interest under
this Agreement for such purpose; and (3) the Developer may transfer its ownership interest to a
third -party under an arrangement whereby Developer will lease the Development Property back
and continue to satisfy the requirements of this Agreement.
ARTICLE.XIII. ECONOMIC DEVELOPMENT GRANTS
Section 13.1. Economic Development Grants. (a) For and in consideration of the
obligations being assumed by the Developer hereunder, and in furtherance of the goals and
objectives of the Urban Renewal Plan and the Urban Renewal Act, the City agrees to make up to
nine (9) annual Economic Development Grants to the Developer, subject to the Developer
having received a Certificate of Completion and being and remaining in compliance with the
terms of this Agreement and subject to the terms of this Article XIII. The annual grants shall
commence on June 1, 2021 and end on June 1, 2029, or when the total of all grants is equal to
4,020,292, whichever is earlier. All annual grants shall be equal to one hundred percent (100%)
per fiscal year of the Tax Increments (unless the total grant amount of $4,020,292 is reached
first) collected by the City with respect to the Minimum Improvements on the Development
Property pursuant to Section 403.19 of the Urban Renewal Act under the terms of the Ordinance
without regard to any averaging that may otherwise be utilized under Section 403.19 and
excluding any interest that may accrue thereon prior to payment to the Developer) during the
preceding twelve-month period in respect of the Development Property and the Minimum
Improvements, but subject to adjustment and conditions precedent as provided in this Article
such payments being referred to collectively as the "Economic Development Grants").
Execution Version Page 25
b) The obligation of the City to make an Economic Development Grant to the
Developer in any year as specified above shall be subject to and conditioned upon the timely
filing by the Developer of all previous annual statements, proofs and certifications required
under Section 11.1 hereof and the City Manager's approval thereof, which will not be
unreasonably withheld. Beginning with the November 1, 2019 certification, if the Developer's
annual statement, proof and certification is timely filed and contains the information required
under Section 11.1 and the City Manager approves of the same, the City shall certify to the
County prior to December 1 of that year its request for the available Tax Increments resulting
from the assessments imposed by the County as of January 1 of that year, to be collected by the
City as taxes are paid during the following fiscal year and which shall thereafter be disbursed to
the Developer on June 1 of the following fiscal year. (For example, if the Developer and the
City each so certify on November and December 2019, respectively, the first Economic
Development Grant would be paid to the Developer on June 1, 2021).
c) In the event that the annual statement, proof or certificate required to be delivered .
by the Developer under Section 11.1 is not delivered to the City by November 1 of any year, the
Developer recognizes and agrees that the City may have insufficient time to review and approve
the same and certify its request for Tax Increments to the County and that as a result, no
Economic Development Grant may be made to the Developer in respect thereof. The City
covenants to act in good faith to appropriately review and consider any late certification on the
part of the Developer, but the City shall not be obligated to make any certification to the County
for the available Tax Increments or make any corresponding payment of the Economic
Development Grant to the Developer if, in the reasonable judgment of the City, it is not able to
give appropriate consideration (which may include, but not be limited to, specific discussion
before the City Council at a regular City Council meeting with respect thereto) to the
Developer's certification due to its late filing. In the event Developer fails to timely file an
annual statement, proof or certificate due to an Unavoidable Delay and, as a result, an Economic
Development Grant cannot be make, Developer may give written notice to the City and, if the
City finds that Developer's failure is due to an Unavoidable Delay, the missed Economic
Development Grant shall be made in the year succeeding the last scheduled Economic
Development Grant under Section 13. 1, subject to Developer's filing under Section 11.1 and 0
other provisions of this Article XIII with respect to such grant, it being the intention of the
parties to allow up to nine (9) annual Economic Development Grants in an aggregate amount not
to exceed $4,020,292, if Developer is in compliance with this Agreement.
d) The total, aggregate amount of all Economic Development Grants under this
Agreement shall not exceed $4,020,292. Each Economic Development Grant shall be equal to
one hundred percent (100%) of all Tax Increments collected per fiscal year in respect of the
assessments imposed on the Development Property and Minimum Improvements as of January
1, 2019, and on January 1 of each of the following eight (8) years, until the total, aggregate of all
such Economic Development Grants equals no more than the sum of $4,020,292. The final grant
shall be adjusted, if necessary, if payment of 100% of Tax Increments for that grant would result
in total, aggregate Economic Development Grants in an amount exceeding $4,020,292. Such
Economic Development Grants shall at all times be subject to termination in accordance with the
terms of this Article XIII and Article XV. Thereafter, the taxes levied on the Development
Property and Minimum Improvements shall be divided and applied in accordance with the Urban
Renewal Act and the Ordinance. It is recognized by all parties that the total aggregate amount set
Execution Version Page 26
forth above is a maximum amount only and that the actual payment amounts will be determined
after the Minimum Improvements are completed and the valuations of said Improvements have
been determined by the City Assessor.
e) In the event that any certificate filed by the Developer under Section 11.1 or other
information available to the City discloses the existence or prior occurrence of an Event of
Default that was not cured or cannot reasonably be cured under the provisions of Article XV (or
an event that, with the passage of time or giving of notice, or both, would become an Event of
Default that cannot reasonably be cured under the provisions of Article XV), the City shall have
no obligation thereafter to make any further payments to the Developer in respect of the
Economic Development Grants and may proceed to take one or more of the actions described in
Article XV hereof.
Section 13.2. Source of Grant Funds Limited. (a) The Economic Development Grants
shall be payable from and secured solely and only by amounts deposited and held in the
AUGUSTA PLACE, LLC TIF Account of the City: The City hereby covenants and agrees to
maintain the Ordinance in force during the term hereof and to apply the incremental taxes
collected in respect of the Minimum Improvements and allocated to the AUGUSTA PLACE,
LLC TIF Account to pay the Economic Development Grants, as and to the extent set forth in
Section 13.1 hereof. The Economic Development Grants shall not be payable in any manner by
other tax increment revenues or by general taxation or from any other City funds.
b) Notwithstanding the provisions of Section 13.1 hereof, the City shall have no
obligation to make an Economic Development Grant to the Developer if at any time during the
term hereof the City receives an opinion of its legal counsel or a controlling decision of an Iowa
court having jurisdiction over the subject matter hereof to the effect that the use of Tax
Increments resulting from the Minimum Improvements to fund an Economic Development Grant
to the Developer, as contemplated under said Section 13.1, is not authorized or otherwise an
appropriate project activity permitted to be undertaken by the City under the Urban Renewal Act
or other applicable provisions of the Code, as then constituted. Upon receipt of such an opinion
or decision, the City shall promptly forward a copy of the same to the Developer. If the
circumstances or legal constraints giving rise to the opinion or decision continue for a period
during which two (2) Economic Development Grants would otherwise have been paid to the
Developer under the terms of Section 13.1, the City may terminate this Agreement, without
penalty or other liability to the Developer, by written notice to the Developer.
c) The City makes no representation with respect to the amounts that may finally be paid
to the Developer as the Economic Development Grants, and under no circumstances shall the
City in any manner be liable to the Developer so long as the City timely applies the Tax
Increments actually collected and held in the AUGUSTA PLACE, LLC TIF Account (regardless
of the amounts thereof) to the payment of the Economic Development Grants to the Developer,
as and to the extent described in this Article.
Section 13.3. Use of Other Tax Increments. Subject to this Article XIII, the City shall be
free to use any and all Tax Increments collected in respect of increases in valuation on the
Development Property unrelated to construction of the Minimum Improvements (i.e. increases in
assessed or actual value due to market factors) any other properties within the Project Area, or
Execution Version Page 27
any available Tax Increments resulting from the suspension or termination of the Economic
Development Grants under Section 13.1 hereof, for any purpose for which the Tax Increments
may lawfully be used pursuant to the provisions of the Urban Renewal Act, and the City shall
have no obligations to the Developer with respect to the use thereof.
ARTICLE XIV. INDEMNIFICATION
Section 14.1. Release and Indemnification Covenants.
a) Except for any defect resulting from an action of the City or a third party after the
conveyance of the City Parking Condominium Unit and On -Site Affordable Housing Units to the
City pursuant to Article IX hereof, the Developer releases the City and the governing body
members, officers, agents, servants and employees thereof (hereinafter, for purposes of this
Article IXV, the "indemnified parties") from, covenants and agrees that the indemnified parties
shall not be liable for, and agrees to indemnify, defend and hold harmless the indemnified parties
against, any loss or damage to property or any injury to or death of any person occurring at or
about or resulting from any defect in the Minimum Improvements.
b) Except for any willful misrepresentation or any willful or wanton misconduct or
any unlawful act of the indemnified parties, the Developer, or its successors or assigns, agrees to
protect and defend the indemnified parties, now or forever, and further agrees to hold the
indemnified parties harmless, from any claim, demand, suit, action or other proceedings
whatsoever by any person or entity whatsoever arising or purportedly arising from (i) any
violation of any agreement or condition of this Agreement (except with respect to any suit,
action, demand or other proceeding brought by the Developer against the City to enforce his
rights under this Agreement), (ii) the acquisition and condition of the Development Property and
the construction, installation, ownership, and operation of the Minimum Improvements (except
ownership and operation of the City Parking Condominium Unit and On -Site Affordable
Housing Units after conveyance of same to the City) or (iii) any hazardous substance or
environmental contamination located in or on the Development Property relating to conditions
caused by Developer after the effective date of this Agreement.
c) The indemnified parties shall not be liable for any damage or injury to the persons
or property of the Developer or its officers, agents, servants or employees or any other person
who may be on or about the Minimum Improvements due to any act of negligence of any person,
other than any act of negligence on the part of any such indemnified party or its officers, agents,
servants or employees.
d) All covenants, stipulations, promises, agreements and obligations of the City
contained herein shall be deemed to be the covenants, stipulations, promises, agreements and
obligations of the City, and not of any governing body member, officer, agent, servant or
employee of the City in the individual capacity thereof.
e) The provisions of this Article XIV shall survive the termination of this Agreement.
f) Nothing herein shall waive any of the defenses of governmental immunity available
to the City of Iowa City, Iowa, under Code of Iowa Section 670.4 as it now exists and as it may
Execution Version Page 28
be amended from time to time.
ARTICLE XV. DEFAULT AND REMEDIES
Section 15.1. Events of Default Defined. The following shall be "Events of Default"
under this Agreement and the term 'Event of Default' shall mean, whenever it is used in this
Agreement, any one or more of the following events:
a) Failure by the Developer to cause the construction of the Minimum Improvements
to be commenced and completed, and the City Parking Condominium Unit and On-site
Affordable Housing Units to be conveyed to City pursuant to the terms, conditions and
limitations of Article II, V, VI and IX of this Agreement;
b) Transfer of any interest in this Agreement or the assets of the Developer in
violation of the provisions of Article XII ofthis Agreement;
c) Failure by the Developer to substantially observe or perform any covenant,
condition, obligation or agreement on its part to be observed or performed under this Agreement;
d) If the holder of any Mortgage on the Development Property, or any improvements
thereon, or any portion thereof, commences foreclosure proceedings as a result of any default
under the applicable Mortgage documents;
e) If the Developer shall:
A) file any petition in bankruptcy or for any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under the United States
Bankruptcy Act of 1978, as amended, or under any similar federal or state law; or
B) make an assignment for the benefit of its creditors; or
C) admit in writing its inability to pay its debts generally as they become due;
or
D) be adjudicated a bankrupt or insolvent; or if a petition or answer proposing
the adjudication of the Developer as a bankrupt or its reorganization under any present or future
federal bankruptcy act or any similar federal or state law shall be filed in any court and such
petition or answer shall not be discharged or denied within ninety (90) days after the filing
thereof; or a receiver, trustee or liquidator of the Developer or the Minimum Improvements, or
part thereof, shall be appointed in any proceedings brought against the Developer, and shall not
be discharged within ninety (90) days after such appointment, or if the Developer shall consent
to or acquiesce in such appointment; or
f) If any representation or warranty made by the Developer in this Agreement, or
made by the Developer in any written statement or certificate furnished by the Developer
pursuant to this Agreement, shall prove to have been incorrect, incomplete or misleading in any
material respect on or as of the date of the issuance or making thereof.
Execution Version Page 29
Section 15.2. Remedies on Default. Whenever any Event of Default referred to in Section
15.1 of this Agreement occurs and is continuing, the City, as specified below, may take any one
or more of the following actions after (except in the case of an Event of Default under
subsections (d) or (e) of said Section 15.1 in which case action may be taken immediately) the
giving of thirty (30) days' written notice by the City to the Developer and the holder of the First
Mortgage (but only to the extent the City has been informed in writing of the existence of a First
Mortgage and been provided with the address of the holder thereof) of the Event of Default, but
only if the Event of Default has not been cured within said thirty (30) days, or if the Event of
Default cannot reasonably be cured within thirty (30) days and the Developer does not provide
assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as
reasonably possible:
a) The City may suspend its performance under this Agreement until it receives
assurances from the Developer, deemed adequate by the City, that the Developer will cure its
default and continue its performance under this Agreement;
b) The City may terminate this Agreement;
c) The City may withhold the Certificate of Completion;
d) The City may take any action, including legal, equitable or administrative action,
which may appear necessary or desirable to enforce performance and observance of any
obligation, agreement, or covenant of the Developer, as the case may be, under this Agreement;
or
e) The City shall be entitled to recover from the Developer, and the Developer shall
re -pay to the City, an amount equal to the most recent Economic Development Grant previously
made to the Developer under Article XIII hereof, and the City may take any action, including
any legal action it deems necessary, to recover such amount from the Developer.
Section 15.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the
City is intended to be exclusive of any other available remedy or remedies, but each and every
remedy shall be cumulative and shall be in addition to every other remedy given under this
Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to
exercise any right or power accruing upon any default shall impair any such right or power or
shall be construed to be a waiver thereof, but any such right and power may be exercised from
time to time and as often as may be deemed expedient.
Section 15.4. No Implied Waiver. In the event any agreement contained in this
Agreement should be breached by any party and thereafter waived by any other party, such
waiver shall be limited to the particular breach so waived and shall not be deemed to waive any
other concurrent, previous or subsequent breach hereunder.
Section 15.5. Agreement to Pay Attorneys' Fees and Expenses. Whenever any Event of
Default occurs under this Article XV and the party not in default shall employ attorneys or incur
other expenses for the collection of payments due or to become due or for the enforcement or
performance or observance of any obligation or agreement on the part of the party in default
herein contained, the party in default agrees that it shall, on demand therefor, pay to party not in
Execution Version Page 30
default the reasonable fees of such attorneys and such other expenses as may be reasonably and
appropriately incurred by the party not in default in connection therewith.
ARTICLE XVI. OPTION TO TERMINATE AGREEMENT
Section 16.1. Option to Terminate. Any time prior to the Closing Date established in
Section 4.5, this Agreement may be terminated by the Developer if (i) the Developer is in
compliance with all material terms of this Agreement and no Event of Default has occurred
which has not been cured in accordance with the provisions of Article XV hereof; and (ii) the
City fails to comply with any material term of this Agreement, and, after written notice by the
Developer of such failure, the City has failed to cure such noncompliance within thirty (30) days
of receipt of such notice, or, if such noncompliance cannot reasonably be cured by the City
within thirty (30) days of receipt of such notice, the City has not provided assurances reasonably
satisfactory to the Developer that such noncompliance will be cured as soon as reasonably
possible.
Section 16.2. Effect of Termination. If this Agreement is terminated pursuant to this
Article XVI, this Agreement shall be from such date forward null and void and of no further
effect; provided, however, that the City's rights to indemnification under Article XIV hereof shall
in all events survive and provided further that the termination of this Agreement shall not affect
the rights of any party to institute any action, claim or demand for damages suffered as a result of
breach or default of the terms of this Agreement by another party, or to recover amounts which
had accrued and become due and payable as of the date of such termination. In any such action,
the prevailing party shall be entitled to recover its reasonable attorney's fees and related
expenses incurred in connection therewith (but only, in the case of the City, to the extent
permitted by applicable law).
ARTICLE XVII. MISCELLANEOUS
Section 17.1. Conflict of Interest. The Developer represents and warrants that, to its best
knowledge and belief after due inquiry, no 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, has had or shall have any interest,
direct or indirect, in any contract or subcontract, or the proceeds thereof, for work or services to
be performed in connection with the Project, or in any activity, or benefit therefrom, which is
part of the Project at any time during or after such person's tenure.
Section 17.2. Notices and Demands. A notice, demand or other communication under this
Agreement by any 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 Developer, to Jesse Allen, Augusta Place, LLC, 215 N.
Linn, Iowa City, IA 52245 (mailing address P.O. Box 3474, Iowa City, IA 52244).
Execution Version Page 31
b) In the case of the City, to City Hall, 410 E. Washington Street, Iowa City,
Iowa, 52240, Attn: City Manager;
or to such other designated individual or to such other address as any party shall have furnished
to the other in writing in accordance herewith.
Section 17.3. 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 17.4. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 17.5. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Iowa.
Section 17.6. 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. On behalf of the
City, the City Manager is hereby authorized to amend, in writing, the timelines set forth in
Articles IV, V and VI as may be reasonably necessary in accordance with Section 6.5 herein.
Section 17.7. Successors and Assigns. This Agreement is intended to and shall inure to
the benefit of and be binding upon the parties hereto and their respective successors and assigns.
Section 17.8. Termination Date. With the exception of the Covenants regarding the Off-
site Affordable Housing Units in place for 20 years pursuant to Article II of this Agreement, this
Agreement shall terminate and be of no further force or effect on and after June 1, 2029, or upon
final payment of the Economic Development Grants, whichever is sooner.
Section 17.9 Administration of Agreement by City. The City Manager or designee shall
administer the rights and obligations of the City hereunder.
Section 17.10 Memorandum of Agreement. The parties agree to execute and record a
Memorandum of Agreement, in substantially the form attached hereto as Exhibit O, 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 Developer shall pay all costs ofrecording.
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 Developer has caused this Agreement to be duly executed in its name and behalf
by AUGUSTA PLACE, LLC.
SEAL) CITY IOWAS.IT
By: GG
yor
Execution Version Page 32
ATTEST: Ap Ved by:
By: tec ? - 0-.)-,
Ci le City Attorney z8-/7
AUGU TA PLACE, LLC
By: '. -- 1 n--`_
J45se All , Manager
CITY OF IOWA CITY
STATE OF IOWA )
SS:
COUNTY OF JOHNSON )
On this 2.r`-af—
day of2017 before me a Notary Public in
and for said County, personally appeared James A. Th on andJ0%e n to me
personally known, who being duly sworn, did say that they are the Mayor anCOV, City C`m
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.
STATE OF rU W A
COUNTY OF S HA16 ,I
Gc_C
Notary Public in and for the gate of Iowa
SS: My
This instrument was acknowledged before me on this / day of 2017, by Jesse
Allen, as Manager ofAUGUSTA PLACE, LLC.
MCCHRISTY
aA' Commission Number 145459
My ission Expires
Notary Pubfid iiTland for the State of
Execution Version Page 33
Exhibit A. Map of Urban Renewal Area
City -University Project 1 Urban Renewal Area
As Anninded
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DIVEST,
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1969 Original Area S
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2001 Amended Area
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2016 Amended Area •ST °NYE
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Execution Version Page 34
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Urban renewal area boundary OLYMPIC CT
1969 Original Area S
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2001 Amended Area
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Execution Version Page 34
Exhibit B. Legal Description of Urban Renewal Area
1969 Original 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.
2001 Amended Area
Beginning at the northwest comer 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 ofbeginning.
2012 Amended Area
Beginning at the NW comer 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 1 st 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 of the 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
30, Highland Park Addition; Thence westerly to the NW corner of lot 31, Highland Park
Addition; Thence southerly to the SW comer 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
Execution Version Page 35
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.
2016 Amended Area
Beginning at a point on the north R.O.W. line of Iowa Ave where it intersects with the east
R.O.W line of Gilbert Street; Thence east along said Iowa Avenue north R.O.W. line to a point
where it intersects with the east R.O.W. line of Van Buren Street; Thence south along said Van
Buren Street east R.O.W. line south to a point where it intersects with the south R.O.W. line of
Washington Street; Thence west along said Washington Street south R.O.W. line west to a point
where it intersects with the east R.O.W. line of S. Gilbert Street; Thence north along the east
R.O.W. line of Gilbert Street north to the point of beginning.
Execution Version Page 36
Exhibit C. Legal Description ofDevelopment Property
Lots 1-4, and the north 10' of the alley adjacent thereto, Block 44, Original Town of Iowa City,
Iowa, according to the Plat thereof.
Execution Version Page 37
Exhibit C-1. Legal Description ofCity Property
Lots 1-3, the south 40 feet of Lot 4, and the north 10' of the alley adjacent thereto, Block 44,
Original Town of Iowa City, Iowa, according to the plat thereof.
Execution Version Page 38
Exhibit C-2. Legal Description of Church Property
Lot 4, except the south 40 feet thereof. Block 44, Original Town of Iowa City, Iowa, according
to the plat thereof.
Execution Version Page 39
Exhibit D. Minimum Improvements and Uses
Developer shall complete the following minimum improvements and uses on the
Development Property in accordance with the Development Agreement to which this Exhibit D
is attached and as detailed in Exhibit E — Concept Plan dated April 10, 2017 attached hereto and
incorporated herein. The project will consist of a building with a height of seven (7) stories and
four (4) stories as shown on Exhibit E with the following components:
1. Parking structure. A two level parking structure will provide covered parking for the City's
use on the ground level (approximately 60 spaces) and one level of parking above for residential
parking (approximately 57 spaces). The structured parking will be cast in-place concrete and
have adequate exterior openings so as to not require mechanical ventilation of this space. All
parking areas will be well lit with LED fixtures. Stair and elevator access will be provided at
both the east and west side of the parking structure.
a. On -Grade Parking: The City Parking Condominium Unit shall consist of 55 non -
compact sized spaces on the ground level of the parking structure and 5 non -compact sized
spaces along the exit drive to Gilbert Street for a total of 60 spaces. The entry and exit to the
parking facility will be from the alley on Van Buren Street. The main covered parking area
measures approximately 187.5' x 116.25'. An additional vehicular access to Gilbert Street will
be provided for use by City vehicles only, except as otherwise authorized by the City Manager or
designee. Any changes to the number and location of spaces must be approved by the City
Manager or designee prior to construction. It is anticipated that this aspect of the Project will
include the work detailed as "On Grade Parking" in Exhibit D-1. Specifications of
improvements, including but not limited to LED lighting, shall be consistent with other City
parking facilities and must be approved by the City Manager or designee.
2. Fire station entry and modifications to City Hall. Developer will modify the City Hall
northern entrances, loading dock, enclosed dumpster area, and the 2nd floor Fire Station outdoor
balcony in general conformance with the Conceptual Renderings attached to the Agreement as
Exhibit E. It is anticipated that this aspect of the Project will include the work detailed as "FS
Entry & Loading Dock" in Exhibit D-1.
The new balcony will have as much useable space (space available for persons not
occupied by equipment) as that existing on the current balcony (288 square feet (12' by 24')),
and will serve as a covered walk to the new northwest entrance to City Hall. Developer will
install signage indicating the Fire Station entrance over the walk which will be visible from
Gilbert Street. Access to the City generator, and any similar equipment that is located on the
balcony, must be approved by the City Manager or designee. The final plan for the Fire Station
entrance, including signage, and balcony must be approved by the City's staff design review
committee.
3. Townhomes. A total of 26 Townhome-style residential units will provide a visual screen
to the parking structure from the Iowa Avenue and Van Buren Street frontages. Townhomes will
be two stories each, stacked upon each other for a four story building height lining the parking
structure. Each townhome will have its own front door access from the street, and back door
access from the parking structure.
Execution Version Page 40
4.Apartments. A total of I 00 apartment units will be built on levels 3 through 7 above theparking structure. There will be 6 one-bedroom, 67 two-bedroom and 18 three-bedroom units.The 6 one-bedroom units to be purchased by the City (On-site Affordable Housing Units) shallbe approximately 550 square feet. Changes to the unit mix may be approved by the CityManager or designee.
5.Terrace. An outdoor terrace, of an area approximately 187' by 62,' will be constructed
above the parking garage on the same level as the lowest floor of apartments and the third levelof townhomes. The outdoor terrace will be accessible to all residents of the building and includea well-maintained mix of plant material and patio amenities such as seating.
6.Preservation of Church. Developer shall seek the rezoning of the former UnitarianUniversalist Church to a historic designation under the City Code and shall perform certainrepairs, upgrades and maintenance obligations. Repair and upgrades to the church shall include:
I)repair of damage done when the connection between the church and the education buildingwas removed; repair shall be of similar building materials and blend seamlessly with the historicbuilding; 2) replacement of the heating, ventilation and air-conditioning systems for entire
building; and, 3) making the building accessible by installing an elevator serving each floor and
adding accessible restrooms. The Developer will remodel the Church for reuse by one or morecommercial endeavors.
7.Utility connections. The Developer will be responsible for relocating any utilities orinfrastructure in the project area that are impacted by the project. This includes, but is not limitedto, water, sanitary and storm sewer, electric, communication and fiber optic lines.
8.Streetscape enhancements. Sidewalks will be relocated slightly northward along the IowaA venue frontage to provide more area for planting and to enhance green space in front of eachtownhome unit. This realignment will require the Developer to replace street trees between thesidewalk and the curb and provide additional tree plantings near the townhome entries. Thespecies, location and number of new street trees on Gilbert, Iowa and Van Buren shall beapproved by the City Manager or designee. Such trees shall be a minimum 2.5" caliper. Any useof the City right-of-way for planting or otherwise by the residents of the townhomes requires theapproval of the City in accordance with City Code.
9.Solar Power. The Developer is exploring the feasibility of the use of solar energy on siteand will incorporate solar into the Project if feasible as determined by the Developer and asapproved by the City Manager or designee.
Execution Version Page 41
Exhibit D-1. On-Grade Parking and Fire Station Entry and Loading Dock Report
McComas-Locina construction Spreadsheet Report Page 1
Scott Wiley On Grade Parking 211312017 12:17 PM
Phase Deseripllon Total Amount
DEMOLITION
2071.01 Demo: General
Parking Lot DomolBulldmg Demo 45,600
SITEWORK
2200.00 Earthwork
Grading/Cut 8 t dl 72,000
2510.01 Paving: Sidewalks
Sidwa'.ks 13,500
2513.00 Paving: Concrete
Concrete Paving (sqyd) 153,365
Granular Subbase (6") 28,339
2584,00 Paving: Parking Lines
Parking Llnos 2,400
2600.00 Site Utilities
Site ull,itles 76,800
2800.00 Site Improvements
Slle Improvements (BencheslrrastclElc) 16.000
2900.01 Landscape: General
Landscaping 50,600
ELECTRICAL
16001.00 Electrical Complete
Electrical (Lump Sum) 80,000
Execution Version Page 42
McComas-Lacina Construction Spreadsheet Report Page 2
Scott Wiley On Grade Parking 2/13/2017 12:17 PIA
Ertimete lotale
VC2CIIJAIOII Amount TOrolu Roto
Labor 248,7.94
Material 63,909
Subcontract 225,2.00
E4Ulnmenl
Other
537.403 537,403
Inswance 1,075 2 000 $,1,000
Pedotmanr Maymen12002 5,087
Sales Tax 4,474 7.000 %
Fee 54,804 10.000 %
Total 602.643
Execution Version Page 43
McComas-Lacina Construction Spreadsheet Report
Scott Wiloy, FS Entry 8 Loading Dock
Phase Description Total Amount
DEMOLITION
2071.01 Demo: General
Demo Entrance 12,000
Demo Loading Dock 14,000
Dema Dumpstor Storage 5,500
Demo DecklGenerelor Enclosure 3,500
PavingMlisc Derrio 5,000
SITEWORK
2510.01 Paving: Sidewalks
Sidewalks 1,575
2513.00 Paving: Concrete
Concrete Paving (sgyd) 4,600
2900.01 Landscape: General
Landscaping 5,000
CONCRETE
3100.00 Concrete Items
Loading Dock/Ramp/Entry 34,000
3400.40 Precast Concrete
Concrete Precast Deck (sgft) 5,835
Topping on Precast 1,800
MASONRY
4000.01 Division 4 Subcontractors
Building Entrance — Block/Brick (Total Structure) 78,750
Dumpster Enclosure 21,760
METALS
5500.00 Metal Fabrications
Metal Frames for Precast DecklWalkway 18,000
Metal Guardrail @ Deck 3,375
ELECTRICAL
16001.00 Electrical Complete
Generator Relocate/Bullding Entry/Site Lights 60,000
Pago 1
2/13/2017 12:13 PM
Execution Version Page 44
McComas-Lacina Construction Spreadsheet Report Page 2
Scott Wiley FS Entry 8 Loading Dock _ V1312017 12:13 PM
Estimate Totals
noscrlption Amount Totals Rete
Labor 149,735
Material 59.960
Subcontract 65,000
Equipment
Other
274,695 274,695
Insurance 549 2 000 $,1.000
Performance/Payment 2002 2,731
Sales Tax 4,197 7.000%
Fee 28,217 10.000%
Total 310,389
Execution Version Page 45
Exhibit E. Concept Plan
April 10, 2017
Conceptual Renderings
View facing southeast from the intersection of Gilbert Street and Iowa Avenue
Execution Version Page 46
Conceptual Renderings
View facing city hall from panting garage -- Ness entrance vestibule to toe s'st,on
Oock
Execution Version Page 47
h° x
Conceptual Plans
Overview
Level 7
Level
Level 5
Level
Level 3
Level 2
Level 1 _
v A
LEVEL 01 - PARKING 8 TOWNNOMES
1" = 50'-n
Execution Version Page 49
IOWA AVENUE
OT N L
LEVEL 02 - PARKING 8 TOWNHOMES
1" = 50.0.
LEVEL 03 - APARTMENTS 8 TOWNHOML:
50'-0'
i
Execution Version Ngc 50
LEVEL 04 - APARTMENTS S TOVMHOMES
LEVEL 5-APARTMENT5
11 T 0. 0,.
Execution Version Page 51
LEVELS -APARTMENTS
LEVEL 7 -APARTMENTS
7"=50'0"
Execution Version Page 52
Exhibit F. Certificate of Completion
WHEREAS, the City of Iowa City, Iowa (the "City") and Augusta Place, LLC, having an
office for the transaction of business at , Iowa City, Iowa 52245 (the
Developer"), did on or about the day of , 2017, make, execute and deliver, each to
the other, an Agreement for Private Development (the "Agreement"), wherein and whereby the
Developer agreed, in accordance with the terms of the Agreement, to develop and maintain
certain real property located within the City and as more particularly described as follows:
Lots 1-4, and the north 10' of the alley adjacent thereto, Block 44, Original Town of Iowa City,
Iowa, according to the Plat thereof.
WHEREAS, the Agreement incorporated and contained certain covenants and restrictions
with respect to the development of the Development Property, and obligated the Developer to
construct certain Minimum Improvements (as defined therein) in accordance with the
Agreement; and
WHEREAS, the Developer has to the present date performed said covenants and
conditions insofar as they relate to the construction of said Minimum Improvements in a manner
deemed by the City to be in conformance with the approved building plans to permit the
execution and recording of this certification.
NOW, THEREFORE, pursuant to Section 6.6 of the Agreement, this is to certify that all
covenants and conditions of the Agreement with respect to the obligations of the Developer, and
its successors and assigns, to construct the Minimum Improvements on the Development
Property have been completed and performed by the Developer and are hereby released
absolutely and forever terminated insofar as they apply to the land described herein. The County
Recorder of Johnson County, Iowa, is hereby authorized to accept for recording and to record the
filing of this instrument, to be a conclusive determination of the satisfactory termination of the
covenants and conditions of said Agreement with respect to the construction of the Minimum
Improvements on the Development Property.
All other provisions of the Agreement shall otherwise remain in full force and effect until
termination as provided therein.
SEAL) CITY OF IOWA CITY, IOWA
Mayor
ATTEST:
By:
City Clerk
Execution Version Page 53
CITY OF IOWA CITY
STATE OF IOWA )
SS:
COUNTY OF JOHNSON )
On this day of 20, before me a Notary Public in
and for said County, personally appeared and , 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
Execution Version Page 54
Exhibit G. Wage Theft Affidavit
STATE OF IOWA )
SS:
JOHNSON COUNTY)
Jesse Allen, upon being duly sworn, states as follows:
1. I am the Manager of Augusta Place, LLC
Developer)) and have the authority to execute this affidavit on behalf of Developer and any
person or entity with an ownership interest in Developer of more than 25%.
2. Neither Developer nor any person or entity with an ownership interest ofmore than 25% of
said contracting entity has been adjudicated guilty or liable in any judicial or administrative
proceeding of committing a repeated or willful violation of the Iowa Wage Payment Collection
law, the Iowa Minimum Wage Act, the Federal Fair Labor Standards Act or any comparable
state statute or local ordinance, which governs the payment of wages in the last 5 years.
This instrument was acknowledged before me Jesse Allen on
20
day of
Notary Public in and for the State of Iowa
Execution Version Page SS
Exhibit H. Temporary Construction and Crane Swing Easement Agreement
TEMPORARY CONSTRUCTION AND CRANE SWING EASEMENT AGREEMENT
This Agreement is made by and between Augusta Place, LLC, hereinafter "Developer" and
the City of Iowa City, Iowa, a municipal corporation, hereinafter referred to as "City."
WHEREAS, Augusta Place, LLC is the fee owner of certain real estate addressed as and legally
described as Lots 1-4 and the north 10' of the alley adjacent thereto, Block 44, Original Town,
Iowa City, Iowa ("Development Property"); and
WHEREAS, Developer desires to develop the Development Property with an in -fill construction
project informally called "Augusta Place", in Iowa City, which will include modifications to City
Hall to accommodate modifications to the Fire Station entrance, vestibule, and loading dock
improvements; and
WHEREAS, Developer and the City have entered into an Agreement for the Private
Development of said property, with a memorandum of said agreement having been recorded with
the Johnson County Recorder in Book , Page _ on 20_ ("Agreement for
Development");
WHEREAS, pursuant to said Agreement for Development and in order to accomplish the
Minimum Improvements described therein, including the improvements to City Hall, a
temporary construction easement is necessary.'
NOW, THEREFORE, IN MUTUAL CONSIDERATION OF THE PROMISES HEREIN, THE
DEVELOPER AND THE CITY AGREE AS FOLLOWS:
1. In consideration of Developer's promises herein, the City agrees to allow Developer to
temporarily fence and close that area shown on Exhibit —attached hereto and incorporated
herein, pursuant to the limitations set forth in this easement agreement and the Agreement for
Development. The City further agrees to convey to Developer a temporary construction easement
in, over and across that portion of City's property described and shown in Easement Exhibit A for
the purpose of facilitating the Developer's demolition of those items listed in Exhibit D-1 of the
Agreement and construction of a new entryway, vestibule, balcony, loading dock and screened
solid waste dumpster as shown on the Concept Plan attached as Exhibit E to the Agreement, the
granting of which shall include necessary grading, excavation, piling of dirt, grading, restoration,
storage of materials and equipment, and ingress and egress of persons and equipment to the
Temporary Easement Area, as needed to complete said improvements.
2. In consideration ofthe rights granted by the City herein, Developer 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
Execution Version Page 56
b. Use its best efforts to minimize the disruption to the operation of the municipal functions
of the City of Iowa City, particularly those of the Fire Department. To that end, a staging
and phasing schedule shall be approved by the City Manager or designee and strictly
adhered to.
3. City of Iowa City, Iowa hereby further grants a temporary air rights license to Augusta
Place, LLC, its agents, employees, construction managers, contractors, sub -contractors and
consultants to enter over and encroach upon the Property described in Exhibit during the
time needed for completion of the Project to allow tower cranes to operate, extend, rotate and
swing over the Air Rights Area of said Property, as further described, depicted and defined in
Exhibit _. The crane encroachment permitted hereby is limited solely to the encroachment of
the boom over the Air Rights Area and the Property and does not include the right to carry any
loads over or across the Air Rights Area or the Property. The boom shall be of sufficient height
so that it does not interfere with any improvements located on the Property. The temporary air
rights license granted herein shall terminate upon the earlier of (i) completion ofthe construction
activities on the Property which require the use of the cranes, or (ii) June 1, 2019.
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
5. Developer 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 grant Developer the rights granted herein.
Developer 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. Developer shall furnish a certificate of
insurance evidencing said valid insurance coverage to City, which certificate must be satisfactory
to the City. Developer shall submit a certificate of insurance to the City prior to the
commencement of construction.
6. As soon as reasonably feasible, Developer agrees to restore any and all portions of the
easement area in accordance with the plans approved by the City to the satisfaction of the City. If
Developer 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
Developer for payment to City. Upon Developer's failure to pay said billing, the removal costs
shall be certified to Johnson County as a statutory lien and assessed against the Development
Property and collected in the same manner as a property tax, as provided in Section 364.12(2)(e),
Iowa Code (2017).
7. City and Developer 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 Section 5.1 of the
Development Agreement described above.
Execution Version Page 57
8. Notwithstanding the above, Developer 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 or b) breach of the
Development Agreement.
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 Temporary Construction Easement Agreement shall be recorded in the Johnson
County Recorder's Office, at Developer's expense.
Dated this day of 20_
CITY OF IOWA CITY Augusta Place, LLC
Mayor
Approved by:
City Attorney's Office
STATE OF IOWA )
SS:
COUNTY OF JOHNSON )
Jesse Allen, Manager
On this day of , 20. before me a Notary Public in
and for said County, personally appeared and , to me personally
known, who being duly swom, 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
Execution Version Page 58
STATE OF IOWA )
SS:
COUNTY OF JOHNSON )
This instrument was acknowledged before me on this day of 20_, by Jesse
Allen, as Manager of Augusta Place, LLC
Notary Public in and for the State of Iowa
Execution Version Page 59
Exhibit I. 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 Augusta Place, LLC
Dear City Representatives:
I have acted as counsel for Augusta Place, LLC., an Iowa limited liability company (the
Developer"), in connection with the execution and delivery of a certain Agreement for Private
Development (the "Development Agreement") between the Company and the City of Iowa City,
Iowa (the "City") dated as of 2017.
I have examined the original certified copy, or copies otherwise identified to my
satisfaction as being true copies, of the following:
a) The organization and operating agreement ofthe Developer;
b) Resolutions of the Developer at which action was taken with respect to the
transactions covered by this opinion;
c) The Development Agreement;
and such other documents and records as I 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 I have
deemed appropriate, I am of the opinion that:
1. The Developer 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 Developer has full power and authority to execute, deliver and perform in full the
Development Agreement; and the Development 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
Developer 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 Developer of the Development
Agreement and the carrying out of the terms thereof, will not result in violation of any provision
of, or in default under, the articles of organization and operating agreement of the Developer or
any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, order, statute,
Execution Version Page 60
rule, regulation or restriction to which the Developer 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 Developer in any court or before any arbitrator or before or by any governmental
body in which there is a reasonable possibility of an adverse decision which could materially
adversely affect the business (present or prospective), financial position or results of operations
of the Developer or which in any manner raises any questions affecting the validity of the
Agreement or the Developer's ability to perform its obligations thereunder.
Sincerely,
Execution Version Page 61
Exhibit J. Promissory Note
For value received, Augusta Place, LLC (hereinafter "Borrower"), whose home office is
located at 'Iowa, _, promises to pay the City of Iowa City
hereinafter "City"), a municipal corporation whose address is 410 E. Washington Street, Iowa
City, Iowa 52240 the principal amount of $650,831.00, plus interest thereon at the rate of 3.84%
per annum in the manner described below.
This Promissory Note (hereinafter "Note") is evidence of a debt running from Borrower to
City resulting from a loan from the City in the Principal Amount $650,831.00 and interest
accruing at the rate of 3.84% per annum, pursuant to an AGREEMENT FOR PRIVATE
DEVELOPMENT BY AND BETWEEN THE CITY OF IOWA CITY, IOWA, AND
AUGUSTA PLACE, LLC, dated 2017, (hereinafter "Agreement") a
Memorandum of said Agreement being recorded on 2017 in Book , Page
of the records of the Johnson County, Iowa, Recorder, and constitutes Borrower's promise
to repay said loan according to the terms and conditions stated in said Agreement and this Note.
Term: Borrower shall not be obligated to make payments toward the Principal Amount or
interest if Borrower satisfies the terms of the Agreement. If Borrower does not complete the
Minimum Improvements, as defined in the Agreement, and a Certificate of Completion is not
issued in accordance with Section 6.6 of the Agreement, the Principal Amount and interest shall
become immediately due and payable. If Borrower fulfills the terms of the Note and a Certificate
of Completion is issued, the City shall forgive the Note in full.
Interest: Interest shall begin to accrue on the date of this Note and shall be computed on the
basis of 365 days per year and calculated on a daily rate.
Payment Location: All payments shall be made to the City of Iowa City at 410 E. Washington
Street, Iowa City, IA 52240 or at such other place as may be designated in writing by the City.
BORROWER:
BY:
Signature
Printed Name
Title
DATE:
Execution Version Page 62
Exhibit K. Minimum Assessment Agreement
THIS MINIMUM ASSESSMENT AGREEMENT, dated as of this day of
2017, by and among the CITY OF IOWA CITY, IOWA, ("City"),
Augusta Place, LLC, an Iowa limited liability corporation, ("Developer"), and the CITY
ASSESSOR of the City of Iowa City, Iowa ("Assessor").
WITNESSETH:
WHEREAS, it is contemplated that the Developer will undertake the development of an
area ("Project") within the City and within the "City -University Urban Renewal Area," as
amended; and
WHEREAS, the City is making a significant grant of funds to the developer which will
allow the Developer 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 (2017), as amended, the City and the
Developer desire to establish a minimum actual value for the land legally described in Exhibit C
to the Agreement for Private Development; and
WHEREAS, the City and the Assessor have reviewed the preliminary plans and
specifications for the Minimum Improvements to be erected as a part of the 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, 2020, 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 $14,384,905 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 June 1,
2019.
2. The Developer 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 (2017) an attachment to the
declaration will be executed by the Redeveloper, the City and the City Assessor allocating a
portion ofthe Minimum Actual Value to each unit.
3. 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
Execution Version Page 63
condominium units (as set forth in paragraph 4 hereof) will be allocated to the remainder of the
Project.
4. 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 on December 31, 2023.
Nothing herein shall be deemed to waive the Developer's rights under Iowa Code section
403.6(19) (2017), 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 2 and 3 hereof) established herein during the term of
this Agreement.
5. This Minimum Assessment Agreement shall be promptly recorded by the
Developer with the Recorder of Johnson County, Iowa, at Developer's expense.
6. Developer 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.
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
Development between the City and Developer.
8. This Minimum Assessment Agreement shall inure to the benefit of and be binding
upon the successors and assigns ofthe parties.
SEAL) CITY OF IOWA CITY, IOWA
By:
Mayor
ATTEST:
By:
City Clerk
Augusta Place, LLC
By:
Execution Version Page 64
ATTEST:
Lo
STATE OF IOWA )
SS:
COUNTY OF JOHNSON )
On this day of , 20_, before me a Notary Public in
and for said County, personally appeared and r, 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
as Manager of Augusta Place, LLC.
Notary Public in and for the State of Iowa
Execution Version Page 65
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 )
SS:
COUNTY OF JOHNSON )
Subscribed and sworn to before me by , Assessor for
Iowa City, Iowa.
Notary Public in and for Johnson County, Iowa
Date
Execution Version Page 66
Exhibit L. Reserved
Execution Version Page 67
Exhibit M. Annual Certification
Date:
due annually no later than November 1)
I, , the undersigned, having knowledge of the Developer's Agreement between
the City of Iowa City and Augusta Place, LLC, dated 2017, and the operations of
the Development Property, hereby certify the following;
1. All ad valorem taxes on the Development Property have been paid for the prior fiscal
year, as evidenced by the attached documentation; and
2. (A) I have re-examined the terms and provisions of the Development Agreement and
can affirm that during the preceding twelve (12) months, the Developer is not, or was not, in
default in the fulfillment of any of the terms and conditions of said Agreement (including but not
limited to the affordable housing requirements of Section 2.1(b) thereof) and that no Event of
Default (or event which, with the lapse of time or the giving of notice, or both, would become an
Event of Default) is occurring or has occurred as of the date of this certificate.
OR
B) the undersigned has re-examined the
Agreement and that at the date of this certificate,
in default of the Agreement
terms and provisions of the Development
the undersigned is aware that the Developer is
for the following reasons:
that the
default has existed since (date); and that the Developer is taking or proposes to take
the following action with respect thereto:
AUGUSTA PLACE, LLC
M
Execution Version Page 68
Exhibit N. Legal Description of Off-site Affordable Housing Units
Units 1-12, inclusive, 104 West Side Condominiums according to the Declaration
of Submission to Horizontal Property Regime recorded December 22, 2010 in
Book 4701, Pages 313-364, inclusive, in the records of the Recorder of Johnson
County, Iowa.
Execution Version Page 69
Exhibit O. Memorandum ofAgreement
WHEREAS, the City of Iowa City, Iowa (the "City") and Augusta Place, LLC (the
Developer"), did on or about the —day of 2017, make, execute and deliver
an Agreement for Private Development (the "Agreement'), wherein and whereby the Developer
agreed, in accordance with the terms of the Agreement and the City -University Urban Renewal
Plan, as amended (the "Plan"), to develop certain real property located within the City and within
the City -University Urban Renewal Area, as amended and as more particularly described as Lots
1-4 and the north 10' of the alley adjacent thereto, Block 44, Original Town, Iowa City, Iowa
Development Property"); and
WHEREAS, the term of this Agreement shall commence on the and,
with the exception ofthe Covenants regarding the Off-site Affordable Housing Units in place for
20 years pursuant to Article II of the Agreement, shall terminate and be of no further force or
effect on and after June 1, 2029, or upon final payment of the Economic Development Grants,
whichever is sooner.
WHEREAS, the City, and the Redeveloper desire to record a Memorandum of the
Agreement referring to the Development Property and their respective interests therein.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. That the recording of this Memorandum of Agreement for Private Development
shall serve as notice to the public that the Agreement contains provisions restricting
redevelopment and use of the Development Property and the improvements located and operated
on such Development Property, and further subjects the Development Property to a Minimum
Assessment Agreement entered into under the authority of Iowa Code Chapter 403, in which the
City and the Developer (and any successors or assigns) agree that, as of January 1, 2020, a full
assessment shall be made fixing the minimum actual value of the Development Property and all
improvements located thereof for calculation of real property taxes at not less than $14,384,905
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 Development
Property be dedicated to particular uses.
2. That the Agreement imposes certain affordable housing requirements as set forth
therein, for a period of 20 years beginning on on the property legally -described
as follows:
Units 1-12, inclusive, 104 West Side Condominiums according to the Declaration
of Submission to Horizontal Property Regime recorded December 22, 2010 in
Book 4701, Pages 313-364, inclusive, in the records of the Recorder of Johnson
County, Iowa.
3. 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 Development 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
Execution Version Page 70
of the terms and conditions of the Agreement, and any amendments thereto, as if the same were
fully set forth herein.
4. 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, 410 E. Washington Street, Iowa City, Iowa.
IN WITNESS WHEREOF, the City and the Developer have executed this Memorandum
of Agreement for Private Redevelopment as of the — day of 12017.
SEAL)
CITY OF IOWA CITY, IOWA
Mayor
ATTEST:
By:
City Clerk
AUGUSTA PLACE, LLC
By:
STATE OF IOWA )
SS:
COUNTY OF JOHNSON )
On this day of , 2017, before me a Notary Public in
and for said County, personally appeared and , 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 2017, by Jesse
Allen, as Manager of Augusta Place, LLC
Notary Public in and for the State of Iowa
Execution Version Page 71