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HomeMy WebLinkAboutMN-CC-1983-06-16ti l i� j, COMMON COUNCIL PROCEEDINGS CITY OF ITHACA, NEW YORK 1G1 Special Meeting 8:1S P.M. June 16, 1983 PRESENT: Mayor - Shaw Aldermen (10) - Banfield, Clynes, Dennis, Hoffman, Holdsworth, Holman, Killeen, Myers, Schlather, Schuler OTHERS PRESENT: Ithaca Urban Renewal Agency (S) - Mayor Shaw, Dir. Planning & Development - Van Cort Dep. Dir. Planning & Development - Sieverding Purchasing Agent - Clynes Developer - Mack Travis Attorney for Developer - Jim Kerrigan Dennis, Jones, Reed, Stein Architect - David Taube City Clerk _ Rundle PLEDGE OF ALLEGIANCE: Mayor S aw le all present in the Pledge of Allegiance to the American flag. MOMENT OF SILENCE: Mayor Shaw, Common Council. and all present observed a moment of silence in observation of the tragic passing of David Nosanchuk, High School senior. SPECIAL ORDER OF BUSINESS: Public Hearing - -An option proposal between the City of Ithaca, Ithaca Urban Renewal Agency and Travis and Travis -� Alderman Dennis described briefly the negotiating events which have occurred since March of this year with Travis & Travis to give the developer some control over the land which is essential for the firm to continue realization of its objective. Alderman Schlather commented on the proposed Option Agreement. dated June 13, 1983. He indicated that the last paragraph on page 1 that talks about two deeds is not the work of the negotiating committee which is not recommending it because it has not even considered it, He said that in terms of the City's position in the particular docu- ment, there is an effort to guarantee that in fact there will always be public parking at the site of the proposed development. Also, there is an effort to'guarantee that the cost of this project, speci-- fically the parking aspects of the project, will be borne by the developer and /or Cornell University through UDAG funding. City in- volvement will not be a direct cost, but a cost through securing funding on favorable terms of the UDAG. In the event that the UDAG funding is not secured there is in the Option Agreement a.n out fof the private developer to, in fact, go through with the project and construct a parking facility at his own expense, getting in exchange for that simply a rebate on the cost of the land. The City's contribution would be no more than the value of the land. Resolution by Ithaca Urban Renewal Agency to open the public hearing By Member Reed: Secon e y Member Jones RESOLVED, That the Public Hearing to consider an Option Proposal be- tween the City and Travis & Travis be open. Carried Unanimously Resolution by Common Council to open the public hearing By Alderman Schlather: Seconded by Al erman Banfield RESOLVED, That the Public Hearing to consider an Option proposal be- tween the City and Travis & Travis be open. Carried Unanimously Steve Fontana, President of Collegetoivn Enhancement Association, offered the Association's position on City /[Mack Travis Option: "It is the position of the CF.A to support the current option between the City of Ithaca and the Travis de�,elopment tear;, with the following qualifications: 16 -2- -2- June 16, 1983 That the parking spaces available to retail customers and current merchants (less the needs of the hotel guests, hotel employees, and the new retail merchants and employees in stores on the Dryden Road site) is no less than what would be available by regrading the current lot with no development. With fewer spaces than this, the already horrendous parking problem in Collegetown would only worsen. If sufficient parking spaces are built, all concerned parties -- residents, current merchants, and new merchants.- -can enjoy some relief from our. long - standing parking problem. Dr. Reuben Weiner, S10 Nest State Street, asked if there is any f_inan burden or potential liability for taxpayers of the City. Alderman Schlather responded, saying that the committee was particularly sensitive to that point in negotiating the option. He said there is one open area that will be agreed upon at a later date, concerning the operating maintenance of the facility. The cost to the City was the deed of land in exchange for 107 at -grade parking spaces. Tom Hanna, 210 Eddy Street, representing the East Hill Civic Association, addressed the Council, expressing the hope that the proposed option be acted upon at the earliest possible time. He indicated that the Civic Association are disappointed and feel that consideration of the option would be taking place in a more favorable atmosphere if the long -term issues and parking and traffic, as discussed in their resolution to the Council, had been made a part of this public process. He urged that this step be taken and that action be taken by the chairs of the committees, departments reviewing the materials and the Mayor's office to resurrect those resolutions and to bring them forward for discussion, altering them in any way that best serves the neighborhood. Bob Johnson, 403 College Avenue, proprietor of Triangle Book Store, spoke in favor of the proposed project. Resolution by IURA to close Public Hearing By Mem er Jones: econ e y em er Stein RESOLVED, That the Public Hearing to consider a proposed Option Agree- ment between the City and Travis f, Travis be closed. Carried Unanimously Resolution by Common Council To Close Public Hearing By Alderman Ban iel : Seconded Amerman Holman RESOLVED, That the Public Hearing to consider a proposed Option Agreement between the City and Travis $ Travis be closed. Carried Unanimously Mayor Shaw commented that since the Agency considered the Agreement in May, 1983, there have been only three major changes: one addresses the question of assignability; one, the extended date for status of preferred developer to February 29, 1984; and one, the division of land - two deed areas as opposed to one. There appears to be a consensus opposed to the last two items. Jim Kerrigan, Attorney for the developer, explained the purpose of requesting two deeds. Alderman Holdsworth left the meeting al: 9 :4S p.m. Resolution (Common Council) By Alderman Dennis: Seconded by Alderman Killeen WHEREAS, the IURA and Common Council have directed the Developer. Negotiation Committee and staff to negotiate with Travis and Travis the conditions and commitments necessary to continue the designation of Travis and Travis as the conditional. preferred developer for the Collegetown redevelopment project, and WHEREAS, the Negotiating Committee has negotiated with Travis and Travis an Option Agreement that defines the responsibilities each party will. assume in the development of a hotel, retail and parking project and the conditions precedent to a land conveyance between the City-, IURA and Travis and Travis, and 0 - 3 - June 16, 1916 :3 WHEREAS, the Common Council has held a public hearing to invite public comment on the option proposal between the City, Ithaca Urban Renewal Agency and Travis and Travis, now, therefore, be it RESOLVED, That the Common Council agrees to the terms and conditions of the option proposal dated June 13, 1983 and authorizes and directs the Mayor to execute the option proposal, and be it further RESOLVED, That the Travis and Travis conditional preferred developer status be extended subject to the terms of the option proposal. Amending Resolution By Alderman Holman: Seconded by Alderman Killeen RESOLVED, That 1. CITY CONVEYANCE be amended as follows: by deleting last paragraph, and substituting "In the event the Developer is unable to obtain financing, the City will consider conveyance of the land in two deeds." Discussion followed on the floor. A vote on the resolution resulted as follows: Ayes (3) - Killeen, Holman, Clynes Nays (3) - Banfield, Myers, Schlather Abstentions (3) - Dennis, Hoffman, Schuler Absent (1) - Holdsworth Motion Defeated Amending Resolution By Al erman Schlather: Seconded by Alderman Banfield RESOLVED, That the second paragraph of Item 1, CITY CONVEYANCE, be deleted. Discussion followed on the floor. (400, A vote on the resolution resulted as follows: Ayes (3) - Banfield, Schuler, Schlather Nays (5) - Clynes, Myers, Holman, Dennis, Killeen Abstention (1) - Hoffman Absent (1) - Holdsworth Motion Defeated Amending Resolution By Alderman Sc lat er: Seconded by Alderman Clynes RESOLVED, That Section 7, ASSIGNABILITY, be amended by adding a third paragraph to read: "In any event all of the terms and conditions of this agreement which relate to public parking and open space shall be covenants running with the land and shall survive as such. in all transfers and con - veyances Ayes (8) - Banfield, Roffman, Killeen, Schuler, Holman, Myers, Clynes, Schlather Nay (1) - Dennis Absent (1) - Holdsworth Carried Tabling Resolution (4well By Alderman Dennis: Seconded by Alderman Schuler P.ESOI.VED, The matter be tabled. .Ayes (4) - Schuler, Killeen, Dennis, Schlather ;'Ways (5) - Banfield, Hoffman, dolman, Clynes, Myers Absent (1) - Ioldsworth Motion Defeated Common Council recessed at 10:25 p.m. and reconvened in Regular session at 10:35 p.m. -4- June 16, 1983 Amending Resolution By Alderman Banfield: Seconded b�' Alderman Hoffman RESOLVED, That Section 4, PARKING, on page 4, Item d, be changed to read, "The developer and City shall negotiate an operating and maintenance program for the public portion of the garage at the developer's expense at standards acceptable and approved by the Board of Public Works." Discussion followed on. the floor Aldermen Banfield and Hoffman withdrew their resolution. Amending Resolution By Alderman Holman: Seconded by Alderman. Schuler RESOLVED, That 1. CITY CONVEYANCE be amended as follows: by deleting last paragraph, and substituting "In the event the Developer is unable to obtain financing, the City will consider conveyance of the land in two deeds." Discussion followed. on,the floor. Alderman Schlather noted, ° °I will support this at this point, only because it is certainly preferable to the two deed language that is now on the table; I had hoped that we could defeat it altogether; obviously I didn't have the support of my colleagues, so I will take the next best thing which is what I cal-l- very unforceful, but certainly directional." A_'vote on the amendment resulted as follows: Ayes (9) Clynes, Schlather, Holman, Myers, Dennis, Hoffman, Schuler, Killeen, Ban.field Absent (1) Holdsworth Carried Alderman Hoffman addressed the Council -, explaining -the reasons why he would have to vote Nay to the resolution. A vote on the Main. Motion As Amended resulted- as follows: Ayes (8) Banfield, Killeen, Clynes, Schlather Nays (1) - Hoffman Absent (1) - Holdsworth Schuler, Dennis, Holman, Myers, Carried A copy of the Option Agreement- is attached to the Official Minutes. ADJOURNMENT: On a motion the meeting adjourned at 11:1S p.m. 4pA.. ✓�, _ o Run le, City ClerTc- 6Villiam R. Shaw, Mayor June 13, 1983 OPTION AGREEMENT THIS AGREEMENT, entered into this day of May 1983, by and between the City of Ithaca, hereafter referred to as the "City ", and the Ithaca Urban Renewal Agency, hereafter the "IURA ", and MACK TRAVIS, of ill S. Cayuga Street, Ithaca, New York, hereafter referred to as the "Developer ". WHEREAS, the Developer intends to build a 250 car park- ing facility in Collegetown to help the City to solve a chronic parking problem in that area of the community and to support the proposed new development, and, WHEREAS, the Developer intends to construct on a �rtion of the site an hotel as part of the Collegetown velopment program in coordination with the design and nstruction of the Cornell University Performing Arts Center, and. WHEREAS, The City is the owner of a substantial portion of the land upon which the construction is to take place and wishes to facilitate the development to solve a chronic parking shortage in the collegetown area and to convey its "and for the development; IT IS THEREFORE AGREED BY AND BETWEEN THE PARTIES THAT 1. CITY CONVEYANCE The City shall take all necessary steps required by law to convey to IURA all of its right, title and interest in and to the City Parking Lot and adjacent premises including the land its the Westetn portion of t_h(, site eur)- ently in a park like condition which is located to the North of Dryden Road between College Avenue and Eddy Street in the City of Ithaca which parcel of land is hereafter referred to as the Lity Land" and which is more particularly described in nibit A attached hereto and made a part hereof, subject to e terms and conditions of this agreement which relate to public parking and open space which terms and conditions shall be covenants running with the land. In the event the developer fails or otherwise is unable to exercise the option agreement the IURA shall convey the permises back to the City. The Developer shall be entitled as of right to take Ale to the premises in two deeds, one deed to convey the .)rtion of the premises upon which the Hotel and the Hotel .)rtion of the Development shall be erected and the other deed to convey the protion of the premises upon which the 1 June 13, 1983 —iblic parking and open spaces shall be erected. The in >venants running with the land shall deed only and be contained be id applicable to the second )plicable to the deed or premises for the Hotel site. 2. IURA OPTION TO DEVELOPER IURA hereby grants to the Developer the exclusive right to acquire the City Land fore during exercises term, the of option the op- tion. In the event the Developer IURA shall convey the land by Covenant Against Grantor free conveying good and marketable title to the City Land, of liens and encumbrances and prior to closing shall deliver to the Developers attorney a copy of the proposed deed and a 40 year abstract of title, prepared by an Abstract Company showing such marketable title excepting only encumbrances shown on Exhibit A, and subject to the terms and conditions of this agreement which relate to public parking and open space which terms and conditions shall be covenants running with the land. PRICE The Developer shall value pay shall. be jl determined as value of the land which follows: The Developer and IURA shall each select an appraiser ich of whom shall appraise the land. The appraiser shall and the the land to IUR ;_ubmit their appraisals of A. Developer and if the said appraisals are within 5$ of one another the price of the land shall be the average of the appraisals. In the event the appraisals are more than 5% apart the two appraisers shall select a third appraiser and the 3 appraisers, acting as arbitrators with the third appraiser as Chairman, shall determine the price by majority vote. 'If the 2 appraisers cannot agree upon a third the third shall be selected by a Supreme Court Justice pursuant to the NYCPLR. The final price deterrrzinatias must: ire within. the two original prices. All appraisals shall assume, in determining the price that the parcel is zoned as provided in this agreement and that any development on the site must provide parking as provided in this agreement. 3. CONDITIONS PRECEDENT TO DEVELOPERS EXERCISE OF OPTION TO ACQUIRE CITY LAND The Developers right to exercise this— OPtion to acquire the City Land shall be conditioned upon the Developers having met each and every one of the following conditions: a. Hotel. The Developer shall agree to erect on the Ate an hotel of the highest quality possible as determined by a hotel market study and economic feasibility analysis. The hotel shall consist of at least 75 rooms together with related commercial shops. The developer shall demonstrate 2 0 June 13, 1983 his ability by August 31, 1983 or November 30, 1983 or 7ebruary 29, 1984 to complete the project within 24 months A land acquisition. The developers demonstration of his ability in the event of a UDAG shall mean that: i. he shall retain a nationally recognized consultant to assess the market and economic feasibility of the hotel; ii. he shall provide a statement demonstrating that the project is not economically feasible if private funds must be substituted for the requested UDAG funds and /or that the private investment is contingent upon public infrustructural improvements that are beyond the capacity of the developer; iii. he shall establish project pro forma and a 10 (6.0.6ar cash flow projection; iv. he shall prepare project cost estimates; V. he shall prepare project design; vi. he shall prepare a statement indicating the amount and source of equity and debt financing; vii. he shall obtain a firm commitment, contingent only upon the requested UDAG funding, from each private financial participant (including sources of equity and debt) stating it has both the authority and resources to commit the required investment and a willingness to sign a legally binding commitment upon receipt of the UDAG. viii. The developer shall negotiate a UDAG payback acceptable to the City and HUD. b. Parking. The Developer shall as part of the devel- opment erect on the site a parking facility providing park- ing for the development as more fully defined below in egard to the UDAG and the parking facility. This ligation shall be in addition to the parking obligations - ontained in paragraph 4. C. Open Space. The Developer shall as part of the development provide public open space to compensate the City for existing open space. Control and management of the open space shall be the responsibility of the Dev-1.0per in consultation with the City. If the parties fai). 'co agree upon the implementation of this subparagraph the question shall be resolved by arbitration in accordance with the Design Review arbitration clause. d. Design Review. The Developer shall submit his designs and architectural plans to IURA for Design Review �3 June 131 1983 and approval after the Schematic Design phase and after the Design Development phase. The agency may refer these plans to other City agencies for their review as appropriate, Failure of the Agency to reject the plans within 15 working days shall be deemed to be approval. Should IURA and developer fail to agree regarding the design of the project, the dispute shall be resolved through binding arbitration by an AIA arbitration panel whose decision shall include economic feasibility problems created by any requested design changes. 4. PARKING The developer shall as part of the development erect on the site a parking facility providing parking for the development and for public parking more fully described as follows: a. The Developer shall erect a parking facility on the site in addition to the hotel; b. The Developer shall build and retain control over at least one parking space for every hotel, room; C. In no event shall the number of public spaces (those not needed for the hotel) be less than 107. Should. the project be developed without a UDAG the y cost reimburse the Developer for the total project attributable to the public parking spaces by reducing the price paid for the land by the said cost, but in no event shall the 'said reduction be greater than the total land cost d. The developer and City thealpubl negotiate c po t operating and maintenance program garage. e. The limit on the number of parking spaces in the facility in addition to the hotel parking and 107 pusite spaces referred to above will be determined by capacity, amount of available UDAG, and the requirements of the overall development program which includes the hotel, new retail space, existing retail space and future development potential for the Collegetown commercial district. In any event said parking spaces shall he erected with the net proceeds of any UDAG which the City allocates to the project. The total number of ;.zpac'es shall be equal to the amount of UDAG and / or funds from other sources including any capital funds obtained by the City from Cornell University and allocated to parking divided by the total project cost of building a parking space Total project costs shall be as defined by UDAG guidelines for estimating private leverage rates. The design and June 13, 1983 construction of the parking facility shall be subject to the ')esign Review provisions set forth above. 5. URBAN DEVELOPMENT ACTION GRANT If on the basis of paragraph 3 above the City and Developer determine that an UDAG is necessary to the project financial package, the City and the Developer agree to cooperate together in all respects with an Application for an Urban Development Action Grant, hereafter referred to as the UDAG. In the event the UDAG application is approved by HUD the City agrees to accept it. The City shall. have full discretion to allocate available UDAG proceeds based upon the financial requirements of the total development program which consists of hotel, retail space, parking garage and plated public improvements. In the event the UDAG application is not approved dur- ing the round in which it is first submitted it is agreed that the City shall resubmit an application in the next round for which it is eligible to make such a reapplication. In such an event all of the terms of this optior, shall be extended for 30 days after receipt of formal notification of denial of the final application. The Developer 'shall have the option of continuing this option in full force and affect for a period of 6 months after the aforesaid 30 day )eriod if he notifies the City of his intention to do so and that he intends to attempt to proceed in good faith with the development. 6. PREFERRED DEVELOPER STATUS It is agreed that the the City shall continue the des- ignation of the Developer as Preferred Developer of the site until the conveyance of the premises t-(-) the Deve7.oj -er if the UDAG award is made after either the August 31 or November 31 or February 28 submission or until the termination of this option and the deposit heretofore paid to the City shall be redited to the purchase price or refunded at termination as e case may be. Neither the City nor Agency shall prior to termination, negotiate with or enter into any agreement with any person or firm with respect to designating them as developer. Nothing shall prevent one party froiii exteridin�; the time period upon request from the other. 1)�i) -ty, pi-ov .line such request is in writing. 7. ASSIGNABILITY The Developer shall have the right to assign the rights granted to him to a corporation or joint venture or partner- 5 June 13, 1983 ship in the event such an entity is formed for the development of the site as long as all of the obligations imposed upon him by this agreement are assumed by such an entity. The Developer shall also have the right to form a separate entity for the con- struction and maintenance of the parking facility. The consent of the City shall only be required to such an assignment in the event Mack Travis is no longer a principal in each component of the project. If Mack Travis wants to be relieved of his responsibilities and obligations upon a transfer, he must request such from IURA in writing. The Developer must also submit to the Agency a State- ment of Qualifications and Financial Responsibility for the entity to which his interest in the project will. be transferred, and a statement that such entity will. assume all the obligations of the developer. In any event all of the terms and conditions of this agreement which relate to public parking and open space shall be covenants running with the land and shall survive as such in all transfers and conveyances. 8. TIMETABLE AND CITY APPROVALS The parties agree to proceed in accordance with the timetable attached to this agreement. It is to be noted that: certain actions contemplated by this agreement may require approval of elected officials and municipal boards. The City will take all necessary steps to initiate the appropriate actions including the process of rezoning the site. This agreement does not impose any obligation on any such officials or boards, but since the Developer is relying on such actions in incurring expenses it is agreed that if such actions are not completed as scheduled that the Developer shall be entitled to terminate this agreement on 45 days notice to the City. 9. ZONING AND APPROVALS It is acknowledged that this agreement :is predicated upon t11.a rezoning of the entire site to a zoning classi.fi.cat: ion no more re- 0 strictive than the present zoning classification of the 300 block of College Avenue. Such rezoning shall not eliminate the parking obliga- tions contained in this agreement to be performed by the developer. The City will complete any Environmental_ Impact Statement re- quired for any zoning change and parking facility construction. If on the basis of the final program and design, a project Environmental Impact Statement is required for the hotel it wi_l.l be the responsibility of the Developer. 10. ARBITRATION, CONTROLLING LAW AND MODIFICATION C7 19 Any disputes arising out of this agreement shall be re- olved by binding arbitration. This agreement shall be in- nterpreted in accordance with the laws of the State of New 'ork. This is the entire agreement between the parties and there are no representations upon which either party has re- lied which are not contained in this agreement.This agree- ment may not be modified except by a further written amendment to the agreement signed by the parties. 11. NOTICES All notices to the Developer shall be personally deliv- ered to him or mailed to his offices at 111 S. Cayuga. Street, Ithaca, New York, 14850 or to such other address as may designate in writing. All notices to the City or any Qlw� its agencies and to IURA shall. be delivered to the Office the City Clerk or mailed to the City Clerk, 108 East Green Street, Ithaca, New York, 14850 and also to the Director of Planning and Development, 108 East Green St., Ithaca New York, 14850. 61�q_