Fiscal Note
This transaction essentially amounts to an equal exchange of 24 existing surface public stalls for 24 public stalls to be built within the proposed Monroe Commons redevelopment project. There is no significant change to future Parking Utility revenues anticipated.
While it is generally more costly to maintain structured parking stalls than surface parking stalls, the proposed exchange limits City responsibility for future capital repair and replacement costs to the average historical cost, adjusted for inflation. Thus the Parking Utility is protected from extraordinary future repair and replacement costs.
Title
SUBSTITUTE - Authorizing the Parking Utility to exchange the Evergreen Parking Lot located at 1802 Monroe Street for a parking lot condominium in the proposed Monroe Commons redevelopment project.
Body
PREAMBLE
Monroe Neighbors, LLC ("Developer") is proposing to develop Monroe Commons a mixed-use redevelopment project adjacent to the Parking Utility's Evergreen Parking Lot ("Evergreen Lot") located at 1802 Monroe Street (see attached Exhibit A). The Developer desires to acquire the Evergreen Lot from the Parking Utility for Monroe Commons. The Evergreen Lot contains approximately 8,900 square feet (of which 2,900 square feet are located in the West Lawn Avenue and South Spooner Street rights-of-way). The Developer is proposing that the Parking Utility exchange the 24-stall Evergreen Lot for a condominium unit within Monroe Commons consisting of 24-stalls of street level, covered public parking (see attached Exhibit B).
NOW, THEREFORE BE IT RESOLVED, that the City of Madison ("City") hereby approves the exchange ("Exchange") with Monroe Neighbors, LLC (the "Developer") of the Parking Utility's Evergreen Parking Lot ("Evergreen Lot"), located at 1802 Monroe Street, for a condominium unit within Monroe Commons Condominiums ("Condominium") consisting of 24-stalls of street level, covered public parking ("Public Parking Unit") on the following principal terms and conditions:
1. Sale of the Evergreen Lot. The City would convey by quitclaim deed to the Developer the Evergreen Lot. The City would convey title to the Evergreen Lot free and clear of all liens and encumbrances except municipal and zoning ordinances and agreements entered under them, recorded building and use restrictions and covenants.
2. Sale of Public Parking Unit. As consideration for the conveyance of the Evergreen Lot the Developer would convey by quitclaim deed to the City the Public Parking Unit. The Developer would convey title to the Public Parking Unit free and clear of all liens and encumbrances except terms, provisions, conditions and restrictions contained in the Condominium Ownership Act for the State of Wisconsin, as well as in any of the "Condominium Documents" (consisting of the Declaration, Condominium Plat, the Bylaws, and Articles of Incorporation of the Condominium Association, any Rules or Regulations adopted pursuant to the Declaration or Bylaws), and all amendments to any of those Condominium Documents.
3. Closing. The City shall transfer the Evergreen Lot to Developer on the date Developer closes on its construction financing for the project. Developer shall transfer the Public Parking Unit to the City on the date the construction of the Parking Common Elements are completed.
4. Condominium Association. The City shall be a member of the Condominium Unit Owners Association ("Association") with one (1) vote. The City shall not pay any condominium fee or assessment.
5. Public Parking. The City shall use the Public Parking Unit for public parking. The City shall be permitted to install parking meters on the interior walls of the Public Parking Unit, which walls, together with the floor and ceiling shall be Common Elements of the Condominium ("Parking Common Elements").
6. Signage. The City shall be permitted to install on the exterior of the Condominium two signs indicating public parking which signs may be lighted. The City and Developer shall agree to the location and size of the signs. One sign shall be located on the exterior facade facing Monroe Street and the other sign shall be located on the exterior facade facing Harrison Street. The City shall pay for the cost of installing and maintaining the signs, the lighting fixtures, and supporting apparatus. The City shall also be permitted to install, at its sole cost and expense, signs on the interior walls of the Parking Common Elements that it customarily uses in its City owned parking ramps, including but not limited to handicapped, no parking and enforcement signs.
7. Enforcement. The City shall, at its sole cost and expense, be responsible for enforcement of all municipal ordinances and parking rules pertaining to the Public Parking Unit.
8. Design Review. The City shall have the right to review and approve the design of the Parking Common Elements in which the Public Parking Unit is located. The design review shall include the material specifications for the floor such as grade of concrete and thickness of floor. The City's design review shall be performed in a timely manner so as not to delay the construction schedule of the Condominium. City approval of the design shall be based on prevailing industry standards and shall not be unreasonably withheld.
9. Maintenance. Except as set forth herein, the City, at its sole cost and expense, shall maintain and repair the Public Parking Unit. The owner of the commercial condominium unit (the "Commercial Unit Owner") shall be responsible for making all capital repairs and replacements to the Parking Common Elements. The City shall pay a portion of such capital repairs and replacements; however, in no event shall the City's annual payment be greater than its current seven (7) year (1997-2003) average direct costs plus inflation for capital repairs and replacements to the Evergreen Lot. Said amount shall increase by 3% annually, beginning the first day of the year following project completion.
10. Indemnification. The Developer shall indemnify and hold the City harmless from and against any actions, causes of action, claims, damages, losses, and expenses (including reasonable attorney's fees and costs) arising out of or resulting from any injury to a person or damage to personal property caused by the Parking Common Elements. This indemnification and hold harmless provision expressly excludes any actions, causes of action, claims, damages, losses, and expenses (including reasonable attorney's fees and costs) arising out of or resulting from any injury to a person or damage to personal property caused by the public's use of the Public Parking Unit, including but not limited to, vehicular, pedestrian and bicycle accidents. The City and Developer agree that the City shall have the same liability with regards to third party claims as it would have as the owner of the Evergreen Lot except as limited by this paragraph.
11. Vacation of Right of Way. The City shall vacate the West Lawn Avenue and South Spooner Street rights-of-way for that portion of the Evergreen Lot located in the street rights-of-way and the remaining portion of the street rights-of-way extending from the south edge of the sidewalk along West Lawn Avenue to the north edge of the sidewalk along Monroe Street reserving a ten (10) foot utility easement (above and below grade) at the intersection of South Spooner and Monroe Streets (see attached Exhibit A).
12. Due Diligence. Developer, at its sole cost and expense, shall have the right to conduct investigations and inspections of the Evergreen Lot, including but not limited to environmental site assessments, soil samples, and surveys. Developer shall be permitted to enter upon the Evergreen Lot to perform such inspections and investigations. The City shall provide to the Developer copies of all title reports, surveys, environmental reports and inspection reports pertaining to the Evergreen Lot.
13. Cross Easements. The City and Developer shall grant to each other any cross easements necessary to permit the Developer, the Condominium unit owners and their guests to cross the Public Parking Unit and the City and the general public to enter upon any Limited Common Elements necessary for the general public to access the public sidewalk.
14. Assignment. The Developer has the right to assign these terms and conditions to the Commercial Unit Owner.
15. Right of First Refusal. The Developer shall have the right of first refusal should the Parking Utility elect to sell the Public Parking Unit.
16. Title Insurance. The Developer shall provide to the City at the Developer's expense title insurance together with a gap endorsement and UCC search that shows title to the Public Parking Unit to be in the condition called for under the terms of the Exchange.
17. Personal Property. The Exchange does not include any personal property.
18. Special Assessments. Each party shall be responsible for any and all special assessments, area assessments, connection charges, interceptor charges or any other charges payable to any municipality or utility with regard to their respective properties as of the date of closing.
19. Transfer Taxes. Each party shall be responsible for its respective real estate transfer taxes payable pursuant to Section 77.25, Wisconsin Statutes, if any.
BE IT FURTHER RESOLVED that the Mayor and City Clerk are authorized to execute any and all documents and take whatever actions necessary to accomplish the purposes of this resolution.