The Midtown at the Junction Hotel project is again in the Emerald City news this morning, with this Scott Schwebke story, from which we incorporate the essential facts:
OGDEN — The developers of a proposed 300-room downtown hotel and adjoining indoor water park would be responsible for repaying $18 million in bonds that may be issued to build two parking facilities for the project, according to a city official.We've tangentially discussed this proposed development agreement before, in various lower comments sections; but we believe the publication of today's Std-Ex story presents an ideal opportunity to bring this document to the Weber County Forum floor for a more focused examination; and we're going to go ahead and do just that. We're hoping that our community-minded readers will all roll up their sleeves and chip in their own 2¢. Any terms or provisions that our readers reasonably believe to be problematic, we'll be sure to pass on to our Emerald City Council/RDA Board, prior to February 12. We know our city legislature loves to hear from us -- and frankly -- we believe they need all the help they can get.
Ogden may establish two special assessment areas for parking at the proposed 14-story Midtown Village at The Junction hotel at the northwest corner of 23rd Street and Washington Boulevard and a 32,000-square-foot water park planned across the street, said Richard Mc-Conkie, the city’s deputy director of community and economic development.
A special assessment area is a designated location in which the market value of real estate is enhanced by public improvement projects, McConkie said. A special assessment is levied against properties in the improvement area to cover the costs of the projects. [...]
The responsibility for repaying the bonds would rest with Midtown Development, Wave Development and possibly other businesses that may be served by the parking facilities, McConkie said. [...]
The Ogden Redevelopment Agency Board, made up of the city council, may vote on a development agreement for the Midtown Village hotel Feb. 12.
The full text pdf document can be viewed here. It's a fat document; so please be patient while it loads.
For starters, several readers have already raised red flags in comments and emails about paragraph 2.9.1 of the document, which appears beneath the section heading labeled "2. 9 Urban Gondola." The last sentence of that paragraph contains this language: "The city understands and agrees that the Developer is relying on the location of the Gondola Stop as a material factor in deciding to build the project."
Although the subject paragraph begins with conditional language ("...if and when the Urban Gondola is built..." ), we do believe our readers have a valid point in raising their objections to the inclusion of this language in the proposed development agreement. The term "material inducement" is a legal term of art, implying that the RDA Board (or its negotiator & RDA Director Boss Godfrey) may have made representations of fact to the developer during negotiations which are not set forth in the document itself. We've scoured the web for a good reference to the potential legal implications of this; and we believe we've found an accurate and succinct description of the nature of the problem here.
Express representations are statements of material fact, made by one party to induce the other to agree to the contract. Often these are oral statements made during negotiations. Sometimes a prudent party will insist that representation be recited in the contract itself and declared to be a "material inducement" to the agreement. If the representation later proves to have been misleading or inaccurate, the party who relied on it might have a claim for misrepresentation (intentional or negligent).In truth, we really don't know the precise nature of representations that might have been made to the developer during negotiations. We do however know, from eight years experience, the nature of Boss Godfrey himself, and that his style is expansive and grandiose -- and sneaky. Inasmuch as the failure of the above-stated "material inducement" provision (predicated upon construction of an urban gondola) could conceivably spring forth an array of legal remedies for the developer (actions for breach of contract, rescission, fraud, etc.), we believe the objections of the several readers who have already chimed in on the subject are well taken, and we do hope the Council/RDA Board will at the very least run this provision by their independent legal counsel.
Okay, we've now gotten the ball rolling on this; and we'd now like to hear from our gentle readers, some of whom have been champing at the bit for a week for a dedicated discussion thread on this topic.
The floor is open. Let the discussion begin.
Don't let the cat get your tongues.
