01/09/2001 - Minutes PROCEEDINGS OF THE CITY COUNCIL OF SALT LAKE CITY, UTAH
WORK SESSION
TUESDAY, JANUARY 9, 2001
-- The City Council of Salt Lake City, Utah, met in a Work Session on
Tuesday, January 9, 2001, at 5 : 30 p.m. in Room 326, City Council Office,
City County Building, 451 South State Street .
In Attendance: Council Members Carlton Christensen, Van Turner, Tom
Rogan, Nancy Saxton, Roger Thompson, Dave Buhler, and Keith Christensen.
Also in Attendance : Cindy Gust-Jenson, Executive Council Director; Mayor
Ross C. "Rocky" Anderson; Rosemary Kappas, Housing Authority Executive
Director; David Dobbins, Community and Economic Development Deputy
Director; Alison Gregersen-Weyher, Community and Economic Development
Director; Rocky Fluhart, Chief Administrative Officer; Deeda Seed,
Mayor' s Chief of Staff; Karen Denton, Housing and Neighborhood
Development Director; Gary Mumford, Council Deputy Director/Senior
Legislative Auditor; Roger Cutler, City Attorney; Doug Dansie, Downtown
Planner; Janice Jardine, Council Planning and Policy Analyst; Michael
Sears, Council Budget and Policy Analyst; Brent Wilde, Planning and
Zoning Deputy Director; and Beverly Jones, Deputy City Recorder .
Councilmember Thompson presided at and conducted the meeting.
The meeting was called to Council chose to deal with this
order at 5 : 35 p.m. issue tonight, it was on the
agenda under Item F-4 for action.
AGENDA ITEMS She said Item F-3, Larry H.
Miller, needed to be pulled
#1 . REPORT OF THE EXECUTIVE because of an error in advertising
DIRECTOR, INCLUDING REVIEW OF and notification.
COUNCIL INFORMATION ITEMS AND
ANNOUNCEMENTS . #2 . RECEIVE A LEGISLATIVE
UPDATE FROM THE ADMINISTRATION.
Cindy Gust-Jenson said the THE COUNCIL WILL DISCUSS
agenda addendum added Item B-3, LEGISLATIVE PRIORITIES AND
the Mayor' s State of the City COMMUNICATIONS.
Address . She said the addendum
eliminated Item C-1 , Questions to There was no additional
the Mayor from the City Council. information on the Legislative
She said it was suggested that the update.
Council handle the Consent Agenda
and the Unfinished Business items #3 . DISCUSS AGENDA ITEMS FOR
before the Mayor' s speech. She THEIR ANNUAL RETREAT.
said then when the Mayor' s speech
was concluded, the Council could Councilmember Thompson said
adjourn and join the reception. most Council Members had E-mailed
their suggestions .
She said the addendum added a
briefing on Item A-4 , Prowswood #4 . RECEIVE A BRIEFING
Development. She said if the REGARDING A PROPOSED RESOLUTION
01 - 1
PROCEEDINGS OF THE CITY COUNCIL OF SALT LAKE CITY, UTAH
WORK SESSION
TUESDAY, JANUARY 9, 2001
-- AUTHORIZING THE MAYOR TO ENTER said the City would end up with
INTO AN AGREEMENT WITH PROWSWOOD housing units .
DEVELOPMENT, PENDING THE RECEIPT
OF $2,000,000 FROM THE U.S. Councilmember K. Christensen
DEPARTMENT OF HOUSING AND URBAN said the deal made sense . He said
DEVELOPMENT, TO ASSIST PROWSWOOD he did not feel the City was at
WITH EXPENSES RELATED TO risk. He said the City would end
DEVELOPING OLYMPIC HOUSING IN THE up with affordable housing units .
He said he wanted to move forward
GATEWAY DISTRICT. with this resolution and authorize
it tonight .
Alison Gregersen-Weyher
briefed the Council from the Councilmember Saxton said she
attached handout . thought the money would be used
for post Olympics so there would
Councilmember Thompson asked not so many housing units on the
if the City would act as a conduit market . Ms . Gregersen-Weyher said
for the money. He asked if the there was a section in the
terms of the agreement had been agreement on the buy down of the
renegotiated between SLOC, affordable units . She said a
Prowswood, and Housing and Urban rental reserve would be
Development (HUD) . Ms . Gregersen- established so Prowswood could
Weyher said that was correct . She continue to keep the units
said the City would end up with affordable after the games .
130 new apartments in the Gateway
area. Councilmember Rogan asked in
who' s interest it was to have the
Councilmember Rogan said this units fill up gradually. Ms .
agreement did not make sense to Gregersen-Weyher said it was in
him and he did not understand the the City' s interest . She said
deal . they wanted to have enough money
to keep the units affordable .
Councilmember C . Christensen
asked how reimbursement took place Councilmember Thompson asked
with the developer. Ms . for a straw poll on whether the
Gregersen-Weyher said there was Council wanted to move this issue
criteria the developers had to forward to Unfinished Business
meet before money was dispersed. tonight . Council Members C.
She said Section 3 . 6 on Page 4 and Christensen, K. Christensen,
Section 3 . 8 on Page 5 of the Buhler, Saxton, Turner and
agreement outlined requirements Thompson were in favor.
for reimbursement . She said Councilmember Rogan was not in
Prowswood would be required to favor.
provide evidence of what money was
being expended on . The meeting adjourned at 5 : 55
p.m.
Councilmember Thompson said
this money would help the City or
SLOC provide Olympic housing. He
01 - 2
PROCEEDINGS OF THE CITY COUNCIL OF SALT LAKE CITY, UTAH
WORK SESSION
TUESDAY, ARY , 2001
Council Chair
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01 - 3
S i iT E A CITY CORPORATIOI -
ALISON GREGERSEN WEYHER ROSS C. "ROCKY" ANDERSON
DIRECTOR COMMUNITY AND ECONOMIC DEVELOPMENT MnvpR
COUNCIL TRANSMITTAL
TO: Rocky Fluhart, Chief Administrative Officer DATE: December 26, 2000
I
FROM: Alison Gregersen Weyher ,.
RE: A resolution authorizing the Mayor to enter into an agreement with
Prowswood Development, pending the receipt of$2,000,000 from the U.S. Department of
Housing and Urban Development, to assist Prowswood with expenses related to
developing Olympic housing in the Gateway District.
STAFF CONTACT: Alison Gregersen Weyher
DOCUMENT TYPE: Resolution
BUDGET IMPACT: When the $2,000,000 is received from HUD, it will be
transferred to a separate account within the Housing Trust Fund through a budget opening.
Prowswood will have access to these funds as delineated in the discussion below.
DISCUSSION: On January 18, 2000 the City Council passed two resolutions. The
first accepted $1,000,000 from the U.S. Department of Housing and Urban Development
to the Salt Lake City RDA for land acquisition in the Gateway area, and the second
resolution accepted the assignment of$1,000,000 from HUD to SLOC for the
development of Olympic housing. After discussions with HUD and SLOC, the funds
were earmarked for infrastructure improvements in the Gateway area that would facilitate
the housing goal.
The Administration is currently finalizing a contract with Prowswood Development which
authorizes Prowswood to utilize the $2,000,000 for extraordinary costs associated with
completing the housing units in time to be utilized by the Olympics, and to be used as a
`reserve fund' to buy down the affordability of the housing. At the present time,
Prowswood plans to construct 151 condo units, priced from $125,0000 to $350,000, and
349 apartments, with 48% set aside for households at or below 60% of the area median
income.
The authorized extraordinary costs that may be paid for from these funds include
expedited construction costs caused by delays not attributable to Prowswood, security
costs, other Olympic related issues, and costs for providing substitute housing should
these units not be completed prior to the 2002 Winter Games. The balance of the funds
will be used for absorption assistance to insure the affordability of the rental units. Any
funds not utilized by this project will remain in the Housing Trust Fund and will be
utilized to buy down rental rates for other housing projects in the Gateway District.
451 SOUTH STATE STREET, ROOM 404, SALT LAKE CITY, UTAH 841 1 1
TELEPHONE: 801-535-6230 FAX: 801-535-6005
®RccrcEo Pnaea
Because of the agreement worked out with HUD and SLOC to use the funds for
infrastructure, freeing up $2,000,000 in monies originally earmarked for the Gateway to
be used for the Olympic housing fund, the request for disbursement of the money from
HUD was not sent until early December when the Gateway infrastructure costs were
finalized. When the funds are received from HUD, they will be transferred to the Housing
Trust Fund in a budget opening. The Administration believes this will occur in February
2001.
RESOLUTION NO . OF 2001
AUTHORIZING SALT LAKE CITY CORPORATION
TO ACCEPT THE ASSIGNMENT OF $2, 000, 000 . 00
GRANTED FOR OLYMPIC HOUSING AND GATEWAY DEVELOPMENT
BY THE U . S . DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
AND TO ENTER INTO AN AGREEMENT WITH PROWSWOOD COMPANIES
AND NORTHGATE VILLAGE ASSOCIATES, L. C.
TO HOLD FUNDS IN TRUST AS A RESERVE FUND
TO FACILITATE CONSTRUCTION AND OPERATION OF
MULTI-FAMILY HOUSING IN THE GATEWAY DISTRICT
WHEREAS, Salt Lake City will receive $2, 000, 000 . 00 from the U . S .
Department of Housing and Urban Development (HUD) for Olympic Housing
and Gateway Development; and
WHEREAS, Prowswood Development is developing Olympic related
housing in the Gateway District; and
WHEREAS, Prowswood is in need of funds in the sum of $2, 000, 000
as a reserve fund to facilitate the construction and operation of
multi-family housing in the Gateway District, and to assist with the
absorption of that housing into the market after the Olympics;
THEREFORE, BE IT RESOLVED by the City Council of Salt Lake
City, Utah:
1 . It does hereby authorize and approve of Salt Lake City
Corporation entering into an agreement with Prowswood Companies
(Prowswood) and Northgate Village Associates, L. C. (Northgate)
providing that, upon receipt by the City of the HUD Discretionary
Grants in the amount of $2, 000, 000 . 00 for Olympic Housing and
Development within the Gateway District, the City will place such
funds into the City' s Housing Trust Fund and hold such funds for
future disbursement to Prowswood, Northgate, and/or Salt Lake
Organizing Committee for the Olympic Winter Games of 2002 (SLOC) to
facilitate the construction and operation of multi-family housing in
the Gateway District, and to assist with the absorption of that
housing into the market after the Olympics, as provided in the
Agreement attached hereto.
2 . Ross C. Anderson, Mayor of Salt Lake City, Utah, is hereby
authorized to approve said agreement on behalf of Salt Lake City
Corporation, subject to any minor changes which do not materially
affect the rights and obligations of the City thereunder, and subject
to final approval of the City Attorney or his designee.
Passed by the City council of Salt Lake City, Utah, this day
day of , 2001 .
Salt Lake City Council
By
Chairperson
ATTEST :
APPROVED As TO FORM
Salt Lake City Attorney's Office
/G.\Attorney\Resolua\Resolution re Prowswood Funds in Trust for Gateway—Clean 01-02-0I doc Date 'vf a' .a 62�00/
By /l� 4114-4_
AGREEMENT
THIS AGREEMENT is made and entered into this day of December, 2000, by and
between PROWSWOOD COMPANIES, a Utah corporation (hereinafter designated as
"Prowswood"), NORTHGATE VILLAGE ASSOCIATES, L.C., a Utah limited liability
company (hereinafter designated as "Northgate"), and SALT LAKE CITY CORPORATION, a
municipal corporation organized under the laws of the State of Utah (hereinafter referred to as
"SLC").
RECITALS:
A. The Salt Lake Organizing Committee for the Olympic Winter Games of 2002, a
Utah non-profit corporation ("SLOC"), is responsible for the organization and operation of the
2002 Olympic Winter Games to be held in Salt Lake City, Utah and adjacent venues and with
respect thereto is under an obligation to provide housing to persons, other than athletes, who will
attend and/or report on the Olympic Games.
B. Prowswood has expertise in the development of multi-family residential projects
and desires to assist SLOC in providing such housing. Prowswood and its affiliate Northgate
also desire to develop a multi-family residential housing project within Salt Lake City to meet
area housing needs and are willing to develop a multi-family residential housing project which is
suitable for the purposes of SLOC and Salt Lake City.
C. The United States Department of Housing and Urban Development ("HUD") has
awarded or will award SLC One Million Dollars ($1,000,000) for the purpose of redevelopment
of the Gateway District located in Salt Lake City (the "RDA HUD Appropriation"), and has in
addition awarded or will award a companion grant of One Million Dollars ($1,000,000) to SLOC
for housing infrastructure purposes (the "SLOC HUD Appropriation"). SLOC has agreed to
transfer to SLC the SLOC HUD Appropriation for administration and disbursement. The RDA
HUD Appropriation, and the SLOC HUD Appropriation (collectively referred to herein as the
"Appropriations") will permit SLC to allocate other SLC funds to establish reserves for the
construction and operation of a multi-family housing project located in the Gateway District.
D. SLC has agreed to create from SLC funds and accounts (excluding the
Appropriations), a fund of Two Million Dollars ($2,000,000) (the "SLC Funds") for a reserve
fund to facilitate the construction and operation of multi-family housing in the Gateway District
of Salt Lake City, Utah, with an affordable housing component, and to offset certain Olympic
related expenditures which will be incurred during the construction and operation of such multi-
family housing.
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E. Prowswood and its affiliate Northgate, have entered into an Agreement with
SLOC, dated March 21, 2000 (the "SLOC Agreement"), which obligates Prowswood and
Northgate, subject to certain terms and conditions provided therein, to provide rental housing (in
an amount equal to 449 bedrooms contained within 330 apartment units, 157 of such units
conforming to the eligibility requirements of affordable housing at sixty percent of area median
income or less) to SLOC for the 2002 Olympic Games to be held in Salt Lake City, Utah. Such
rental housing is to be located within the Gateway District and is known by the parties as the
"Northgate Apartments."
F. A material term and condition to Prowswood, Northgate, and SLOC as contained
in the SLOC Agreement is receipt of the funds from SLC for the establishment of reserves for the
construction and operation of the Northgate Apartment housing project and SLC's agreement for
the distribution of funds in accordance with the terms and conditions of the SLOC Agreement.
G. In furtherance of such objectives, SLC, Prowswood and Northgate desire to set
forth their understandings and agreements for the receipt, use and disbursement of the SLC
Funds, all in accordance with the terms hereinafter set forth.
NOW, THEREFORE, in consideration of these premises and for other good and
valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. SLC Obligations. Not later than , 2001, but only upon receipt by SLC of
both the One Million Dollars ($1,000,000) from the RDA HUD appropriation and the One
Million Dollars ($1,000,000) from the SLOC HUD appropriation, referred to in paragraph "C" of
the "Recitals" hereinabove, SLC shall keep and maintain in its existing interest bearing Salt Lake
City Housing Trust Fund (the "Trust Fund") for the purposes stated herein and/or allocate thereto
the SLC Funds consisting of not less than Two Million Dollars ($2,000,000). SLC shall provide
written notification to Prowswood and Northgate of the deposit and/or allocation of the SLC
Funds to such Trust Fund. The SLC Funds kept and maintained within the Trust Fund shall be
separately accounted for and all earnings upon the balances therein shall be credited to the SLC
Fund. SLC shall have the right to disburse from the SLC Funds within the Trust Fund, an
amount equal to SLC's costs of administering the SLC Funds within the Trust Fund, not to
exceed however, the earnings received upon balances within the SLC Funds within the Trust
Fund. In the event SLC does not receive both the One Million Dollars ($1,000,000) from the
RDA HUD appropriation and the One Million Dollars ($1,000,000) from the SLOC HUD
appropriation, this agreement shall be void and shall have no force or effect.
2. Use of SLC Funds. Disbursements from the SLC Funds within the Trust Fund
shall be used solely for: (i) payment and/or reimbursement of costs of construction and
development of the Northgate Apartments which costs are directly related to providing housing
2
for the 2002 Olympic Winter games. These cost include but are not limited to expedited
construction related to the timely delivery of apartment units by Prowswood and/or Northgate,
security costs and other Olympic related or induced matters. (ii) payments to SLOC for Olympic
substitute housing during the 2002 Winter Games; and/or (iii) payments to Prowswood or
Northgate to cover rental revenue deficiencies for Northgate Apartments. The conditions to
disbursement from the Reserve Fund are set forth in Section 3.
3. Disbursements from Trust Fund. Disbursements of SLC Funds shall be made from the
Trust Fund upon fourteen (14) days prior written demand to SLC, subject to the following terms
and conditions:
3.1. In the event that Prowswood or Northgate notifies SLOC on or before
February 1, 2001 (notwithstanding prior notification), that they will be unable to provide any or
all of the required Bedrooms (whether in the originally designated Project or in substituted Units
as outlined in the SLOC Agreement) within the time frame required by the SLOC Agreement
(commencing December 1, 2001 and ending by January 2, 2002 (the "Required Time Frame")),
Prowswood and Northgate shall allocate to SLOC from the SLC Funds an amount equal to
$2,227 multiplied by the difference between 449 Bedrooms and the total number of Bedrooms
that Prowswood and/or Northgate have specified that they will provide, not to exceed $1,000,000
however, and the balance of the SLC Funds shall be allocated to Prowswood and Northgate, to
be drawn as described herein below.
3.2. In the event that Prowswood or Northgate notifies SLOC after February 1,
2001, and on or before August 1, 2001 (notwithstanding prior notification), that they will be
unable to provide to the required Bedrooms (whether in the originally designated Project or in
substituted Units as outlined in the SLOC Agreement) within the Required Time Frame,
Prowswood and Northgate shall allocate to SLOC from the SLC Funds an amount equal to
$3,340 multiplied by the difference between 449 Bedrooms and the total number of Bedrooms
that Prowswood and/or Northgate have specified that they will provide, less the amount of the
allocation to SLOC under Section 3.1 above, if any, and the balance of the SLC Funds shall be
allocated to Prowswood and Northgate, to be drawn as described herein below.
3.3. In the event that Prowswood or Northgate notifies SLOC after August 1,
2001 (notwithstanding prior notification), that they will be unable to provide the required
Bedrooms (whether in the originally designated Project or in substituted Units as outlined in the
SLOC Agreement) within the Required Time Frame, Prowswood and Northgate shall allocate to
SLOC from the SLC Funds an amount equal to $4,454 multiplied by the difference between 449
Bedrooms and the total number of Bedrooms that Prowswood and/or Northgate have specified
that they will provide, less the amount of the allocations to SLOC under Sections 3.1 and 3.2
above, if any, and the balance of the SLC Funds shall be allocated to Prowswood and Northgate,
to be drawn as described herein below.
3
3.4. In the event that Prowswood and/or Northgate provide all 449 Bedrooms to
SLOC within the Required Time Frame, the balance of the SLC Funds not expended in
accordance with item 3.6 shall be allocated to Prowswood and Northgate immediately upon
delivery of the Bedrooms to SLOC for distribution to Prowswood, Northgate and/or SLC, in
accordance with the further provisions of Section 3.6 through 3.9 herein below.
3.5. That portion of the SLC Funds allocated to SLOC pursuant to the
provisions of Sections 3.1, 3.2, and 3.3 above shall be immediately distributed by SLC to
Prowswood and/or Northgate for disbursement to SLOC after determination of the allocation, to
assist SLOC in obtaining replacement media housing for the Olympic Games, and Prowswood
and Northgate agree that the funds allocated to SLOC which are paid to Prowswood or Northgate
by SLC will be immediately paid to SLOC. That portion of the SLC Funds allocated to
Prowswood and Northgate as provided in Sections 3.1, 3.2, 3.3, and 3.4 above shall be
distributed to Prowswood and/or Northgate only upon satisfaction of the further conditions
hereinafter set forth in Sections 3.6 and/or 3.7.
3.6 Once each month Prowswood or Northgate shall have the right to request a
disbursement from the Reserve Fund in the cumulative amount of un-reimbursed expenditures
incurred by them for the Olympic related expenditures as specified in Section 2 (i) above.
Prowswood or Northgate shall provide reasonable evidence of the purpose and amount of each
such expenditure for which reimbursement is sought. The total cumulative amount that
Prowswood or Northgate may withdraw for reimbursements under this Section 3.6 shall not
exceed the balance of the Trust Fund, and earnings with respect thereto, after taking into account
prior disbursements from the Trust Fund pursuant to the provisions of Sections 3.1 through 3.5
above.
3.7. Upon the completion of Northgate Apartments (being defined as the
receipt of certificates of occupancy), Prowswood or Northgate may obtain a disbursement from
the Trust Fund for each calendar month prior to "Stabilization" (as defined below) in an amount
equal to the Effective Gross Income for each month specified in the Absorption Schedule
attached hereto as Exhibit "A", reduced by the actual Monthly Revenues for the applicable
month. The total cumulative amount that Prowswood or Northgate may withdraw for purposes
of this Section 3.7 shall not exceed the balance of the Trust Fund, and earnings with respect
thereto, after taking into account prior disbursements from the Trust Fund pursuant to the
provisions of Sections 3.1 through 3.6 above. "Stabilization" shall occur when Northgate
Apartments achieves ninety-five percent (95%) occupancy at the rental rates specified in the
Absorption Schedule for a period of six (6) consecutive months, but in no event no sooner than
twelve (12) months after completion of Northgate Apartments. In the event Stabilization does not
occur prior to the last month specified on Exhibit A
Effective Gross Income for each month thereafter shall be the same as the last month's figure
specified on Exhibit A.
4
"Monthly Revenues" shall mean, as to any calendar month, all rental income actually
received solely from the rental of apartment units at Northgate Apartments during that month and
attributable to that month, including those which may have been pre-paid in a prior month (the
parties intending that no rental is considered twice) and also including deposits which are
forfeited and applied against rentals due for the applicable month. For purposes of calculating
the Monthly Revenues as provided herein, all payments received from a tenant shall be applied
against rental obligations, unless the same are documented as payments of security deposits,
payments to satisfy damage claims or other expenses which could not reasonably be considered
as rentals. Deposits which are forfeited by a tenant shall first be applied against claims for
damages as reasonably estimated by Northgate (or its rental manager), and then against
outstanding rental obligations, the oldest rental claims being satisfied first. In the event there is
payment made to Northgate under the terms of this Agreement for a month covered by the
Absorption Schedule, and Northgate thereafter collects rentals or applies a security deposit which
results in an increase of the Monthly Rentals for such month and a reduction of the amount
which, but for such late payment, would have been paid to Northgate, Northgate shall refund
such amount to SLC. Northgate's obligation to apply delinquent collections shall expire two
months after expiration of the period specified in the Absorption Schedule. Monthly Revenues
shall exclude all other income derived from the operations of Northgate Apartments, including
but not limited to rental income from garages, income derived from concessions or any payments
made pursuant to the terms of this Agreement. .
3.8 As a condition to disbursement of any portion of the SLC Funds to
Prowswood or Northgate, Prowswood and/or Northgate shall provide to SLC a written statement
which provides for one or more of the following:
(i) if all of the SLC Funds are to be disbursed to Prowswood and/or Northgate,
Prowswood and SLOC shall certify that all of the Bedrooms to be delivered to SLOC
have been delivered to SLOC;
(ii) if only a portion of the SLC Funds are to be disbursed at the time of request,
Prowswood and/or Northgate shall certify that the portion to be disbursed shall be
immediately disbursed by Prowswood and/or Northgate to SLOC in accordance with
provisions of 3.1, 3.2, or 3.3 above;
(iii) if the SLC Funds are to be paid to SLOC by Prowswood and/or Northgate,
SLOC shall certify that the SLC Funds received by it will be used to provide Olympic
housing as specified in the SLOC Agreement; and/or
(iv) if SLC Funds are to be disbursed to Prowswood and/or Northgate in
accordance with the requirements of Section 3.6 for Olympic related expenditures,
Prowswood and/or Northgate shall certify as to the use and amount of such expenditures,
as reasonably requested by SLC.
5
(v) if SLC Funds are to be disbursed to Prowswood and/or Northgate in
accordance with the requirements of Section 3.7 for rental absorption, Prowswood and/or
Northgate shall certify the accuracy of the Monthly Revenues and the computation of the
request from the Trust Fund, as reasonably requested by SLC.
3.9 The balance of any funds not disbursed from the Trust Fund in accordance
with the provisions of this Section 3, including monthly disbursements during the absorption
period specified in Section 3.7 shall be disbursed to SLC without further claim by Prowswood
and/or Northgate.
4. Confirmation of Funds. If requested by Prowswood, Northgate, or SLOC or by
their respective lenders, SLC shall confirm the existence and amount of the SLC Funds for the
purposes set forth in this Agreement. Although not a party to this Agreement, SLOC shall be an
intended third-party beneficiary hereof to the extent of its conditional right to receive, if at all, a
portion of the SLC Funds.
5. Default. In the event of(i) the failure of a party to pay any amount due hereunder
as provided herein or (ii) a material breach of any other provision hereof, and such failure or
breach shall continue for a period of five (5) days after written notice, such failing or breaching
party shall be in default.
6. Rights and Remedies. The rights and remedies of any of the parties hereunder
shall not be mutually exclusive, and the exercise of one or more of the provisions of this
Agreement shall not preclude the exercise of any other provisions. Each of the parties confirms
that damages at law may be an inadequate remedy for a breach or threatened breach of any
provision hereof. The respective rights and obligations hereunder shall be enforceable by
specific performance, injunction or other equitable remedy, but nothing contained is intended to
or shall limit or affect any rights at law or by statute or otherwise of any party aggrieved as
against the other parties for a breach or threatened breach of any provision hereof, it being the
intention by this Paragraph to make clear the agreement of the parties that the respective rights
and obligations of the parties hereunder shall be enforceable in equity as well as at law or
otherwise.
7. Indemnification. Prowswood and Northgate on the one hand and SLC on the
other shall indemnify, defend and hold harmless the other party and its officers, directors,
trustees, partners, agents, representatives, managers, members and employees from and against
any and all demands, claims, damages to persons or property, losses and liabilities, including
costs and reasonable attorneys' fees, arising out of claims caused by acts or omissions, whether
negligent or intentional, of such party or its respective officers, directors, trustees, partners,
agents, representatives, members and employees, arising out of the appropriation, receipt and use
of the SLC Funds. A party's indemnity obligations under this Section shall be reduced
6
proportionally to the extent that any act or omission of the indemnified party or its officers,
directors, partners, agents, representatives, managers, members and employees, contributed to
such obligations.
8. Successors and Assigns. It is understood and agreed that the agreements herein
are to apply to, inure to the benefit of and bind the heirs, executors, administrators, successors
and permitted assigns of the parties. SLC consents and agrees that Prowswood and Northgate
shall have the right to assign their respective interests in this Agreement and any disbursements
to be made as provided herein to any successor owner of Northgate Apartments, provided,
however, that such successor owner is managed or controlled in part by Prowswood.
9. Further Cooperation. The parties hereto shall execute and deliver all documents,
provide all information and take or forebear from all such action as may be necessary or appro-
priate to achieve the purposes of this Agreement.
10. Choice of Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Utah, other than its choice of law rules.
11. Time of the Essence. Time is of the essence of this Agreement.
12. Notices. All notices required or permitted hereunder shall be in writing and shall
be served on the parties at the following address:
If to SLC: Salt Lake City Corporation
Salt Lake City, Utah
Attn: Karen Denton
Telephone:
Fax Number:
With a copy to:
Attn:
Telephone:
Fax Number:
7
If to Prowswood: Prowswood Companies
6440 South Wasatch Boulevard
Salt Lake City, Utah 84121
Attn: Daniel C. Lofgren
Telephone: (801) 424-4400
Fax Number: (801) 424-4460
With a copy to: Dennis K. Poole, Esq.
Poole, Sullivan&Adams, L.C.
4543 South 700 East, Suite 200
Salt Lake City, Utah 84107
Telephone: (801) 263-3344
Fax Number: (801) 263-1010
If to Northgate: Northgate Village Associates, L.C.
c/o Prowswood Companies
6440 South Wasatch Boulevard
Salt Lake City, Utah 84121
Attn: Daniel C. Lofgren
Telephone: (801) 424-4400
Fax Number: (801) 424-4460
With a copy to: Dennis K. Poole, Esq.
Poole, Sullivan& Adams, L.C.
4543 South 700 East, Suite 200
Salt Lake City, Utah 84107
Telephone: (801) 263-3344
Fax Number: (801) 263-1010
Any such notices shall be either (a) sent by certified mail, return receipt requested, in
which case notice shall be deemed delivered three business days after deposit, postage prepaid in
the U.S. Mail, (b) sent by overnight delivery using a nationally recognized overnight courier, in
which case it shall be deemed delivered one business day after deposit with such courier, (c) sent
by telefax, in which case notice shall be deemed delivered upon transmission of such notice, or
(d) sent by personal delivery. The above addresses may be changed by written notice to the other
party; provided, however, that no notice of a change of address shall be effective until actual
receipt of such notice. Copies of notices are for infoiiiiational purposes only, and a failure to
give or receive copies of any notice shall not be deemed a failure to give notice.
13. Construction. The parties acknowledge that the parties and their counsel have
reviewed and revised this Agreement and that the normal rule of construction to the effect that
8
any ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or any exhibits or amendments hereto.
14. Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of such counterparts shall
constitute one Agreement.
15. Relationship of the Parties. This Agreement does not make any party the agent of
the other, or create a partnership,joint venture, or similar relationship between the parties, and no
party shall have the power to obligate or bind any other party in any manner whatsoever. No
party shall represent to third parties that it is an agent or partner of or joint venturer with any
party to this Agreement.
The parties have executed this Agreement the day and year first above appearing.
SIGNATURES BEGINNING ON NEXT PAGE
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PROWSWOOD COMPANIES, a Utah
corporation
By: G. Lkl,— M (6n
6 -Efani-e C. L-afgrerr
-� its---resident '•)).,co Rtitp cQ E
NORTHGATE VILLAGE ,
ASSOCIATES, L.C., a Utah limited
liability company
By its Manager, Prowswood Companies, a
Utah corporation
By: `D�, hti "akZbwv---
Dan-iek--Lofgren
�AA3 Its President FReIQ„
STATE OF UTAH :
: SS.
County of Salt Lake:
r
The foregoing instrument was acknowledged before me this L ^ day of Janu&yy ,
2001by Prowswood Companies, a Utah corporation, by , ' .Stephu.M. I rlWh,
Vicefrc5id'
Notary Public
Residing at Salt Lake County, Utah
My commission expires:
/Q/' /0 NOTARY PUBLIC
•ram, STATE OF UTAH
I
,,A,:, My Cammission Expires
STATE OF UTAH : s OALLY ,NES' r SALLYJOKESSS. ° 451 S.State St.,Ric 306
County of Salt Lake: San take city,Utah 84111 ,
The foregoing instrument was acknowledged before me this L day of
J!<,hccz4.4-.9 , 200J_by Northgate Village Associates, L.C., a Utah limited liability company
by Prowswood Companies, it Manager, by
stepher 44. ar wh. Vi 6.-f4' Si/-e I-
Not
Residing at Salt Lake County, Utah
My commission expires:
AV 9/D y NOTARY PUBLIC
'°+� STATE OF UTAH
a ....�•_.:: 7'r My Commission Expires
October9,2004
�,4'" ''' � SALLY JONES
• ,,.. 451 S.State St,Rm 308 •
10 Salt take City,Utah 84111
SALT LAKE CITY CORPORATION, a
Utah municipal corporation
By:
Ross C. Anderson
Title: Mayor
ATTESTED BY:
Chief Deputy Salt Lake City Recorder
G\Giants00\Prowswood\Agent re$2,000,000 to Housing Tr Fund—Final 01-03-01 doc
11
01/04/01 THU 09:48 FAX 801 424 4461 PROWSWOOD 10002
f
330 units
E
E
Northgate Apartments
EFFECTIVE
Units rented per Cumulative units GROSS
month rented INCOME
Mar-02 116 116 84,134
Apr-02 25 141 102,345
May-02 25 166 120,555
Jun-02 25 191 138,766
Jul-02 25 216 156,977
Aug-02 25 241 175,188
Sep-02 25 266 193,398
Oct-02 25 291 211,609
• Nov-02 25 316 229,820
Dec-02 14 330 228,737
Jan-03 0 330 228,764
Feb-03 0 330 228,790
Mar-03 0 330 228,817 •
Apr-03 0 330 228,844
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