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HomeMy WebLinkAboutJSA Development - Walnut Neighborhood-3/6/2017(Recorded)111111110111111110111 101 111 00! II OIU 01 11 IIIu hill iIII Doc ID: 008239120013 Type GEN Recorded: 09/27/2017 at 01:22:30 PM Fee Amt: $67.00 Page 1 of 13 Black Hawk County Iowa SANDIE L. SMITH RECORDER Fi1e2018-00005514 teht ofMitt/too Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50704. Phone (319) 234-5701 DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of /W --CJ , 2017 by and between the City of Waterloo, Iowa ("City") and JSA Development, LLC ("Company"). RECITALS A. City considers economic development and rehabilitation of historic properties within the City a benefit to the community and is willing for the overall good and welfare of the community to provide financial incentives so as to encourage that goal. B. Company proposes to make significant renovations to certain historic residences in the Walnut Historic Neighborhood, proposing to invest over $1,200,000 to rehabilitate them up to modern standards appropriate for a federally and state qualified historic rehabilitation, as well as related landscaping (collectively, the "Improvements"). Said properties are identified on Exhibit "A" attached hereto (the "Properties") and are located in the East Waterloo Unified Urban Renewal and Redevelopment Plan Area, which includes the former Logan Plaza Urban Renewal and Redevelopment Plan Area. C. City believes that development of the projects is in the vital and best interests of the City and in accordance with the public purposes and provisions of the applicable State and local laws and requirements under which the projects have been or will be undertaken and are being assisted. NOW, THEREFORE, in consideration of the premises and of other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to amend the Agreement as follows: 1. Documentation and Establishment of a National Register of Historic Places District. City will appropriate all funds necessary to finance the hiring of an appropriately qualified historical consultant to prepare, complete, submit and oversee through approval, all documentation necessary to establish a Walnut Historic Neighborhood National Register of Historic Places District (the "District"). The selected consultant will be engaged by no later than September 30, 2017. The National Park Service approval process will be completed expediently after the completion of the historic survey and district designation by consultant. In (61) this effort, City agrees to implement a building demolition moratorium in the proposed District area, effective for a minimum period of two (2) years. City also agrees to evaluate and meet with neighborhood representatives on a potential design review overlay in the proposed District. 2. Property Conveyances. City will convey title to each of the Properties to Company by Special Warranty Deed for $1.00, as set forth more particularly in the paragraphs below. Company and City shall equally share the costs of preparation and updates to abstracts of title. Before conveyance, Company will have an opportunity to assess the condition of each property and determine the financial feasibility of undertaking the rehabilitation project for that property. Company will confirm to City in writing whether or not it will accept a given property, and if Company declines to accept a property the parties will cooperate in good faith to identify a substitute property to be included under the terms of this Addendum. A. 519 E. 3id Street. Said property will be conveyed within thirty (30) days following the date this Agreement is approved by the Waterloo City Council, following title review' and any work necessary to clear title. Concurrently with conveyance of 519 E. 3`d Street, City will convey such interest as it then possesses in the Center Lot (defined below). B. ' Other Historic Properties. City will work diligently to acquire marketable title to each of the Properties, other than 519 E. 3rd Street which is already under City ownership. Each of the Properties will be conveyed to Company as promptly as possible after request from Company, with a closing date to be determined by mutual agreement, except that City will convey the property located at 515 E. 3rd Street, the abutting parcel currently owned by City (the "Center Lot") at the center of the block that has no address or tax parcel identification number, and abutting parcel no. 8913-24-312- 014, on the terms set forth in this Section, within thirty (30) days of the City acquiring title. In lieta of City acquiring title to 515 E. 3`d Street and parcel no. 8913-24-312-014, Company may negotiate for the purchase of same from the current owner and thereafter obtain reimbursement from City for the net acquisition cost within thirty (30) days after Company delivers to City a copy of the closing statement. Title from City to interests in the Center Lot remaining after the conveyance provided for in paragraph A above shall be conveyed concurrently with City's conveyance of 515 E. 3`d Street or within thirty (30) days after written request from Company. 3. Right of First Refusal. City hereby grants to Company a right of first refusal to acquire other residentially zoned City -owned property within the District, with the exception of 222 Walnut Street and abutting parking lot (parcels 8913-24-308-006 and 8913-24-308-025. Provided that the parties enter into a development agreement with respect to any such property, then the purchaseprice will be $1.00, with conveyance of title by Special Warranty Deed. 4. Easement. Concurrently with its purchase of 515 E. 3`d Street, City shall purchase adjacent property known as assessor parcel no. 8913-24-308-009 (the "Franklin Parcel"). City shad grant to Company, its successors and assigns, a 20 -foot wide easement for pedestrian and vehicular ingress and egress across the Franklin Parcel. If the City fails to acquire title to the Franklin Parcel by June 30, 2017 as set forth in Section 2.B above, then Company shall be free to acquire title directly from the current owner and thereafter obtain reimbursement from City for the net acquisition cost. 5. Grants to Support Rehabilitation. City will grant Company $10,000 upon completion of the historic rehabilitation for each Property in accordance with City of Waterloo Sale of 657A Property policy or otherwise as a redevelopment incentive. Completion shall be 2 evidenced by City's issuance of a certificate of occupancy, which shall not be unreasonably withheld, conditioned or delayed. In addition, City will reimburse Company for all costs incurred by Company for asbestos testing and abatement, such payment to be made to Company within 60 days after Company's delivery of written substantiation of costs. 6. City Cooperation for Regulatory Approvals and Tax Credits. City and its departments shall provide reasonable cooperation to facilitate and expedite completion of the historic rehabilitation projects. Reasonable cooperation shall include, but not be limited to, coordination of oversight between various departments of the City (e.g., Community Planning and Development,Building Inspections, Fire, Engineering, and other relevant departments). Additionally, departments will agree to utilize the adopted Existing Building Code and recognize any utilities accommodations for flexibility that is accorded to historic structures. Departments shall reasonably assist in meeting non -City deadlines. City shall also support and advocate for variances and special permits that may be reasonable and necessary for Company to complete rehabilitation of the Properties in a manner that will achieve the goals contemplated by the parties. City agrees to execute and support any necessary historic documentation and/or applications necessary to obtain Federal or State Historic Tax credits for Company's rehabilitation projects with respect to the Properties. 7. Demolitions. If any structure in the District is identified before December 31, 2030 as suitable for demolition, City shall exercise best efforts to relocate such structure in lieu of demolition. With respect to any relocations or demolitions, City will take no action the effect of which would be to prevent or jeopardize the District's designation as a National Register of Historic Places district. 8. Company Performance. The parties agree that Company intends to rehabilitate each of the Properties into market -rate duplexes for rental and that Company, in its discretion, may construct garages. Company agrees not to undertake its rehabilitation work in a manner that would prevent future conversion of any residential structure to a single-family dwelling. Company will commence work on 519 E. 3rd Street within thirty (30) days after conveyance of title, with project completion within 18 months thereafter. Rehabilitation work on other Properties will be completed within 18 months of conveyance of title. By mutual agreement of City's Community Planning and Development Director and Company, deadlines may be extended by up to:six months, and any extension will be specified in writing and signed by the parties. To secure Company's performance at each separate address, Company agrees to pay City the sum of $5,000 with respect to each Property for which Company fails to perform as set forth in this Agreement. 9. Option to Terminate. Company shall have the option to terminate this Agreement at anytime upon delivery of written notice to City, if federal or State of Iowa programs for historic tax credits are eliminated or materially altered. For purposes of this Agreement, a material alteration includes reduction of available tax credits by more than 10% in value or any change or changes in eligibility criteria that Company, in its reasonable discretion, determines is likely to have a material adverse effect on project feasibility. 10. Minimum Assessment Agreement. Company acknowledges and agrees that it will pay when dueall taxes and assessments, general or special, and all other lawful charges whatsoever leviedupon or assessed or placed against each Property. Company further agrees that, prior to January 1, 2035, it will not seek or cause a reduction in the taxable valuation for a Property, which shall be fixed for assessment purposes, below the aggregate amount of $95,000 for each Property ("Minimum Actual Value"), through: 3 (i) willful destruction of the Property, the Improvements, or any part of either; (ii) a request to the assessor of Black Hawk County; or (iii): any proceedings, whether administrative, legal, or equitable, with any administrative body or court within the City, Black Hawk County, the State of Iowa, or the federal government. At closing Company agrees to execute and deliver a minimum assessment agreement in the form attached hereto as Exhibit "B". 11. CURA Tax Exemptions. Provided that the Company has prepared and submitted required documents upon completion of work on a given Property in accordance with the terms of the Cty's Consolidated Urban Renewal Area ("CURA") property tax exemption program, City will grant and affirmatively support Company's receipt of property tax exemptions for any taxable value over the taxable value in effect immediately prior to commencement of improvements. In its discretion, Company may choose any available exemption schedule. Completion of a rehabilitation project shall be determined by notice of completion delivered to City by the Company. Because the Properties are residential, they will not be eligible for tax rebates under curfent City policy. If, within seven (7) years after CURA exemptions expire with respect to any Property, City policy is modified to allow rebates for residential projects, then the parties will negotiate in good faith on a rebate schedule for the Properties. 12. Representations and Warranties of City. City hereby represents and warrants as follows: 1 A. City is not prohibited from consummating the transaction contemplated in this AgreeMent by any law, regulation, agreement, instrument, restriction, order or judgment. B. ` Each person who executes and delivers this Agreement and all documents, to be delivered hereunder is and shall be authorized to do so on behalf of City. 13. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. ' Company is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Company is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good standing under the laws of the State of Iowa. C. Company has full right, title, and authority to execute and perform this Agreement and to consummate all of the transactions contemplated herein, and each person whb executes and delivers this Agreement and all documents to be delivered to City hereunder is and shall be authorized to do so on behalf of Company. 14. Obligations Contingent. Each and every obligation of City under this Agreement is expressly made subject to and contingent upon City's completion of all 4 procedures, hearings and approvals deemed necessary by City or its legal counsel for amendment of the urban renewal plan applicable to the Properties and/or project area, all of which must be completed within 180 days from the date this Agreement is approved by the City council. If such completion does not occur, then any conveyance, benefit or incentive of any type provided by City hereunder within said 180-day period is subject to reverter of title, revocation, repayment or other appropriate action to restore such property, benefit or incentive to City, and Company agrees to cooperate diligently and in good faith with any reasonable request by City to effectuate the restoration of same, or failing such restoration Company agrees to be liable for same or for the fair value thereof, plus interest on any sums owing at the rate of 10% per annum commencing with the date of demand for payment, if said payment is not remitted to City within 30 days. 15. Materiality of Company's Promises, Covenants, Representations, and Warranties. Each and every promise, covenant, representation, and warranty set forth in this Agreement on the part of Company to be performed is a material term of this Agreement, and each and every such promise, covenant, representation, and warranty constitutes a material inducement for City to enter this Agreement. Company acknowledges that without such promises, covenants, representations, and warranties, City would not have entered this Agreement. Upon' breach of any promise or covenant, or in the event of the incorrectness or falsity of any representation or warranty, City may, at its sole option and in addition to any other right or remedy available to it, terminate this Agreement and declare it null and void. 16. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight air courier service, by United States registered or certified mail, postage prepaid, or by facsimile (with an additional copy delivered by one of the foregoing means), and addressed: (a), if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, facsimile number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. (b) " if to Company, at 315 E. 5`h Street, Waterloo, Iowa 50703, facsimile number 319-234-5701, Attention: James E. Walsh, Jr. Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, (iii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid, or (iv) when transmitted by facsimile so long as the sender obtains written electronic confirmation from the sending facsimile machine that such transmission was successful. A party may change the address for givingnotice by any method set forth in this section. 17. No?Joint Venture. Nothing in this Agreement shall, or shall be deemed or construed to, create or constitute any joint venture, partnership, agency, employment, or any other relationship between the City and Company nor to create any liability for one party with respect to the liabilities or obligations of the other party or any other person. 18. Amendment, Modification, and Waiver. No amendment, modification, or waiver of any condition, provision, or term of this Agreement shall be valid or of any effect unless made in wt4ting, signed by the party or parties to be bound or by the duly authorized representative of same, and specifying with particularity the extent and nature of the 5 amendment, modification, or waiver. Any waiver by any party of any default by another party shall not affect or impair any rights arising from any subsequent default. 19. Severability. Each provision, section, sentence, clause, phrase, and word of this Agreement is intended to be severable. If any portion of this Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the offending provision or part thereof shall be deemed severed from this Agreement and the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any portion of this Agreement is invalid or unenforceable as written, but that by limiting such provision or portion thereof it would become valid and enforceable, then such provision or portion thereof shall be deemed to be written, and shall be construed and enforced, as so limited. 20. Captions. All captions, headings, or titles in the paragraphs or sections of this Agreement are inserted only as a matter of convenience and/or reference, and they shall in no way be construed as limiting, extending, or describing either the scope or intent of this Agreement or of ahy provisions hereof. 21. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 22. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 23. Entire Agreement. This Agreement, together with the exhibits attached hereto, constitutes the entire agreement of the parties and supersedes all prior or contemporaneous negotiations, discussions, understandings, or agreements, whether oral or written, with respect to the subject mattxer hereof. 24. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement by their duly authorized representatives as of the date first set forth above. JSA DEVELOP By: NT, LLC Jame . alai, Jr., Man •er, 6 CITY OF WATERLOO, IOWA By: Quentin Hart, Mayor Attest: Kelley Fel ' le, City Clerk STATE OF IOWA ) ) ss. BLACK HAWK COUNTY ) This record was acknowledged before me on d Walsh, Jr. as Manager of JSA Development, LLC. 0 1,1 vo RENEE L DUESENBERG COMMISSION NO. 752582 MMISSI • N :IFIES /:6 3� , 2017, by James E. /ye ,4//ey,aek.ke.-8-- Not ry Public STATE OF IOWA ) ) ss. BLACK HAWK COUNTY ) This record was acknowledged before me on AY �; `_ , 2017, by Quentin Hart and Kelley Felchle, as Mayor and City Clerk, respectively, of the City of Waterloo, Iowa. NANCY HICBY COMMISSION NO.788229 MY COMMISSION IBES - zo 7 Notary Public EXHIBIT "A" Descriptions of Property in Walnut Historic Neighborhood 1. 519 E. 3rd Street. COOLEY ADDITION, SW 30 FT LOT 4 BLK 63, SW 5 FT NE 30 FT SE 97.3 FT OF LOT 4 BLK 63, and NE 15 FT LOT 5 BLK 63. 2. 516 Pine Street. COOLEY ADDITION, E 40 FT N 75 FT LOT 6 BLK 72 AND 10 FT ADJ ON EAST. 3. 521 Pine Street. COOLEY ADDITION, W 50 FT LOT 1 BLK 68, and W 50 FT S 30 FT LOT 2 BLK 68. 4. 515 E. 3rd Street. COOLEY ADDITION, SW 45 FT LOT 5 BLK 63, and NE 5 FT SE 75 FT LOT 8 BLK 63 The minimum assessed value for each of the above properties upon completion of improvements as set forth in the Agreement shall be $95,000. EXHIBIT "B" MINIMUM ASSESSMENT AGREEMENT (for use with Walnut Historic Neighborhood properties) This Minimum Assessment Agreement (the "Agreement") is entered into as of {`A � , 2017 by and among the CITY OF WATERLOO, IOWA, ("City"), JSA Development, LLC, ("Company"), and the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City and Company have entered into a Development Agreement (the "Development Agreement") regarding certain real property located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company will undertake the development of an area (the "Project") within the City and within the East Waterloo Unified Urban Renewal and Redevelopment Plan Area, formerly known as the Logan Plaza Urban Renewal and Redevelopment Plan Area; and WHEREAS, pursuant to Iowa Code section 403.6, as amended, the City and the Company desire to establish a minimum actual value for the land and building(s) thereon pursuant to the Development Agreement and applicable only to the development, which shall be effective upon substantial completion of the development and from then until this Agreement is terminated pursuant to the terms herein and which is intended to reflect the minimum actual value of the land and building(s) as to the development only; and WHEREAS, the City and the Assessor have reviewed the plans and specifications for the improvements.(the "Improvements") and the work completed as a part of the development; NOW, THEREFORE, the parties to this Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: 1. Upon substantial completion of construction of the Improvements by the Company or its affiliated companies on each of the properties described in Exhibit "A" attached hereto, the minimum actual taxable value which shall be fixed for assessment purposes for the land and Improvements constructed on each such property as a part of the Project shall not be less than $95,000 for each property ("Minimum Actual Value") until termination of this Agreement. With respect to each property, the parties agree to execute a supplement to this Agreement, substantially in the form attached hereto as "MAA Supplement Form 1", no later than December 31 of the year in which substantial completion of construction of Improvements for a given property occurs. The parties also acknowledge that the Company may submit one or more of the properties to a condominium regime after completion of the Improvements and that future owners of any such property as so divided are intended to be the beneficiaries of this Agreement and a related Development Agreement. 2. The Minimum Actual Value herein established with respect to a given property shall be of no further force and effect, and with respect to such property this Agreement shall terminate, on December 31, 2034. Nothing herein shall be deemed to waive the Company's rights under Iowa Code § 403.6, as amended, to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall the Company seek or cause the reduction of the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. 3. This Agreement shall be promptly recorded by the City with the Recorder of Black Hawk County, Iowa, the City paying all costs of recording, and each supplement hereto shall be so recorded after execution. 4. Neither the preambles nor provisions of this Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement between the City and the Company. 5. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. The City agrees to cooperate with any reasonable request by the Company to execute a written assignment of this Agreement to future owners of condominium units that may be created on any of the properties and to execute one or more amendments to this Agreement to divide the Minimum Actual Value for the property among such units and to ensure that such future owners receive the benefits contemplated by this Agreement and a related Development Agreement between the parties. CITY OF WATERLOO, IOWA By: t Quentin Hart, Mayor Attest: /1 Kelley Fetch! , City Clerk STATE OF IOWA" COUNTY OF BLACK HAWK ) ss. On tamp/. c , 2017, before me, a Notary Public in and for the State of Iowa, personally appeared Quentin Hart and Kelley Felchle, to me personally known, who being duly being duly sworn, 'did say that they are the Mayor and City Clerk, respectively, of the City of Waterloo, Iowa, a municipal corporation, created and existing under the laws of the State of Iowa, and that theseal 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 and by them voluntarily executed. low* NANCY HIGBY COMMISSION NO.788229 MY COMMISSION EXPIRES Notary Public 2 STATE OF IOWA' ) ss. COUNTY OF BLACK HAWK Subscribed and sworn to before me on j) �.!%l .�/ , 2017, by James E. Walsh, Jr., as Manager of JSA Development, LL PEAR w� RENEE L DUESENBERG r C MMISSION NO. 752582 9Ff ilISS 0111 _XPIRES 3 11,-{ ry Public CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon which the 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 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 development shall not be Tess than Ninety -Five Thousand Dollars ($95,000.00) for each property identified on Exhibit "A" until termination of this Minimum Assessment Agreement pursuant to the terms hereof. STATE OF IOWA' ) ss. COUNTY OF BLACK HAWK ) Ass- s• or Black Hawk County, Iowa Date Subscribed and sworn to before me on 1 ' - 1 / by T.J. Koenigsfeld, Assessor for Black Hawk County, Iowa. Nptry Public wt TARA JOHNSON o " Commission Number 767467 . My Commission Expires two. April 5, 2020 MAA SUPPLEMENT FORM 1 Supplement to Minimum Assessment Agreement (for use with Walnut Historic Neighborhood properties) This instrument is a supplement to that certain Minimum Assessment Agreement (the "Agreement") dated as of , 2017, by and between City of Waterloo, Iowa ("City") and JSA Development, LLC ("Company") and filed as Doc. No. Property Address: Tax Parcel No.: Legal Description: See attachment. Minimum Assessed Value: $95,000.00 MAV Effective Date: January 1, This supplement is made for purposes of acknowledging the substantial completion of improvements to the above property and the establishment of Minimum Assessed Value as of the next assessment date. The Minimum Assessed Value shall be effective until and including December 31, 2034, as set forth in the Agreement. This supplement is subject to all terms and conditions of the Agreement. CITY OF WATERLOO, IOWA By: GiL A 0 ,. l r'tA* Title: JSA DEV- OP ENT, LLC By: Please return this copy to: City Clerk & Finance Dept. 715 Mulberry St. Waterloo, IA 50703 Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50704. Phone (319) 234-5701 DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of P\-c0--r--k 1 , 2017 by and between the City of Waterloo, Iowa ("City") and JSA Development, LLC ("Company"). RECITALS A. City considers economic development and rehabilitation of historic properties within the City a benefit to the community and is willing for the overall good and welfare of the community to provide financial incentives so as to encourage that goal. B. Company proposes to make significant renovations to certain historic residences in the Walnut Historic Neighborhood, proposing to invest over $1,200,000 to rehabilitate them up to modern standards appropriate for a federally and state qualified historic rehabilitation, as well as related landscaping (collectively, the "Improvements"). Said properties are identified on Exhibit "A" attached hereto (the "Properties") and are located in the East Waterloo Unified Urban Renewal and Redevelopment Plan Area, which includes the former Logan Plaza Urban Renewal and Redevelopment Plan Area. C. City believes that development of the projects is in the vital and best interests of the City and in accordance with the public purposes and provisions of the applicable State and local laws and requirements under which the projects have been or will be undertaken and are being assisted. NOW, THEREFORE, in consideration of the premises and of other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to amend the Agreement as follows: 1. Documentation and Establishment of a National Register of Historic Places District. City will 'appropriate all funds necessary to finance the hiring of an appropriately qualified historical consultant to prepare, complete, submit and oversee through approval, all documentation necessary to establish a Walnut Historic Neighborhood National Register of Historic Places Dietrict (the "District"). The selected consultant will be engaged by no later than March 31, 2017. The National Park Service approval process will be completed expediently after the completion of the historic survey and district designation by consultant. In support of this effort, City agrees to implement a building demolition moratorium in the proposed District area, effective for a minimum period of two (2) years. City also agrees to evaluate and meet with neighborhood representatives on a potential design review overlay in the proposed District. 2. Property Conveyances. City will convey title to each of the Properties to Company by Special Warranty Deed for $1.00, as set forth more particularly in the paragraphs below. Company and City shall equally share the costs of preparation and updates to abstracts of title. Before conveyance, Company will have an opportunity to assess the condition of each property and determine the financial feasibility of undertaking the rehabilitation project for that property. Company will confirm to City in writing whether or not it will accept a given property, and if Company declines to accept a property the parties will cooperate in good faith to identify a substitute property to be included under the terms of this Addendum. A. 519 E. 3`d Street. Said property will be conveyed within thirty (30) days following the date this Agreement is approved by the Waterloo City Council, following title review` and any work necessary to clear title. Concurrently with conveyance of 519 E. 3rd Street, City will convey such interest as it then possesses in the Center Lot (defined below). B. ' Other Historic Properties. City will work diligently to acquire marketable title to each of the Properties, other than 519 E. 3`d Street which is already under City ownership. Each of the Properties will be conveyed to Company as promptly as possible after request from Company, with a closing date to be determined by mutual agreement, except that City will convey the property located at 515 E. 3rd Street, the abutting parcel currently owned by City (the "Center Lot") at the center of the block that has no address or tax parcel identification number, and abutting parcel no. 8913-24-312- 014, on the terms set forth in this Section, within thirty (30) days of the City acquiring title. In lien of City acquiring title to 515 E. 31.d Street and parcel no. 8913-24-312-014, Company may negotiate for the purchase of same from the current owner and thereafter obtain reimbursement from City for the net acquisition cost within thirty (30) days after Company delivers to City a copy of the closing statement. Title from City to interests in the Center Lot remaining after the conveyance provided for in paragraph A above shall be conveyed concurrently with City's conveyance of 515 E. 3`d Street or within thirty (30) days after written request from Company. 3. Right of First Refusal. City hereby grants to Company a right of first refusal to acquire other residentially zoned City -owned property within the District, with the exception of 222 Walnut Street and abutting parking lot (parcels 8913-24-308-006 and 8913-24-308-025. Provided that the parties enter into a development agreement with respect to any such property, then the purchaseprice will be $1.00, with conveyance of title by Special Warranty Deed. 4. Easement. Concurrently with its purchase of 515 E. 3`d Street, City shall purchase adjacent property known as assessor parcel no. 8913-24-308-009 (the "Franklin Parcel"). City shall grant to Company, its successors and assigns, a 20 -foot wide easement for pedestrian and vehicular ingress and egress across the Franklin Parcel. If the City fails to acquire title to the'Franklin Parcel by June 30, 2017 as set forth in Section 2.B above, then Company shall be`free to acquire title directly from the current owner and thereafter obtain reimbursement from City for the net acquisition cost. 5. Grants to Support Rehabilitation. City will grant Company $10,000 upon completion of the historic rehabilitation for each Property in accordance with City of Waterloo Sale of 657A Property policy or otherwise as a redevelopment incentive. Completion shall be 2 evidenced by City's issuance of a certificate of occupancy, which shall not be unreasonably withheld, conditioned or delayed. In addition, City will reimburse Company for all costs incurred by Company for asbestos testing and abatement, such payment to be made to Company within 60 days after Company's delivery of written substantiation of costs. 6. City Cooperation for Regulatory Approvals and Tax Credits. City and its departments shall -provide reasonable cooperation to facilitate and expedite completion of the historic rehabilitation projects. Reasonable cooperation shall include, but not be limited to, coordination of oversight between various departments of the City (e.g., Community Planning and Development, Building Inspections, Fire, Engineering, and other relevant departments). Additionally, departments will agree to utilize the adopted Existing Building Code and recognize any utilities accommodations for flexibility that is accorded to historic structures. Departments shall reasonably assist in meeting non -City deadlines. City shall also support and advocate for variances and special permits that may be reasonable and necessary for Company to complete rehabilitation of the Properties in a manner that will achieve the goals contemplated by the parties. City agrees to execute and support any necessary historic documentation and/or applications necessary to obtain Federal or State Historic Tax credits for Company's rehabilitation projects with respect to the Properties. 7. Demolitions. If any structure in the District is identified before December 31, 2030 as suitable for demolition, City shall exercise best efforts to relocate such structure in lieu of demolition. With respect to any relocations or demolitions, City will take no action the effect of which would be to prevent or jeopardize the District's designation as a National Register of Historic Places district. 8. Company Performance. The parties agree that Company intends to rehabilitate each of the Properties into market -rate duplexes for rental and that Company, in its discretion, may construct garages. Company agrees not to undertake its rehabilitation work in a manner that would prevent future conversion of any residential structure to a single-family dwelling. Company will commence work on 519 E. 3rd Street within thirty (30) days after conveyance of title, with project completion within 18 months thereafter. Rehabilitation work on other Properties will be completed within 18 months of conveyance of title. By mutual agreement of City's Community (Planning and Development Director and Company, deadlines may be extended by up tosix months, and any extension will be specified in writing and signed by the parties. To secure Company's performance at each separate address, Company agrees to pay City the sum of $5,000 with respect to each Property for which Company fails to perform as set forth in this Agreement. 9. Option to Terminate. Company shall have the option to terminate this Agreement at anytime upon delivery of written notice to City, if federal or State of Iowa programs for historic tax credits are eliminated or materially altered. For purposes of this Agreement, a material alteration includes reduction of available tax credits by more than 10% in value or any change or changes in eligibility criteria that Company, in its reasonable discretion, determines is likely to have a material adverse effect on project feasibility. 10. Minimum Assessment Agreement. Company acknowledges and agrees that it will pay when dueall taxes and assessments, general or special, and all other lawful charges whatsoever leviedupon or assessed or placed against each Property. Company further agrees that, prior to January 1, 2035, it will not seek or cause a reduction in the taxable valuation for a Property, which shall be fixed for assessment purposes, below the aggregate amount of $95,000 for each Property ("Minimum Actual Value"), through: 3 willful destruction of the Property, the Improvements, or any part of either; a request to the assessor of Black Hawk County; or (iii) • any proceedings, whether administrative, legal, or equitable, with any administrative body or court within the City, Black Hawk County, the State of Iowa, or the federal government. At closing Company agrees to execute and deliver a minimum assessment agreement in the form attached hereto as Exhibit "B". 11. CURA Tax Exemptions. Provided that the Company has prepared and submitted required documents upon completion of work on a given Property in accordance with the terms of the City's Consolidated Urban Renewal Area ("CURA") property tax exemption program, City will grant and affirmatively support Company's receipt of property tax exemptions for any taxable value over the taxable value in effect immediately prior to commencement of improvements. In its discretion, Company may choose any available exemption schedule. Completion of a rehabilitation project shall be determined by notice of completion delivered to City by the Company. Because the Properties are residential, they will not be eligible for tax rebates under curfent City policy. If, within seven (7) years after CURA exemptions expire with respect to any Property, City policy is modified to allow rebates for residential projects, then the parties will negotiate in good faith on a rebate schedule for the Properties. 12. Representations and Warranties of City. City hereby represents and warrants as follows: A. ' City is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Each person who executes and delivers this Agreement and all documentd to be delivered hereunder is and shall be authorized to do so on behalf of City. 13. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. ' Company is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction,'order or judgment. B. ' Company is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good standing under the laws of the State of Iowa. C. Company has full right, title, and authority to execute and perform this Agreement and to consummate all of the transactions contemplated herein, and each person who executes and delivers this Agreement and all documents to be delivered to City hereunder is and shall be authorized to do so on behalf of Company. 14. Obligations Contingent. Each and every obligation of City under this Agreement is expressly made subject to and contingent upon City's completion of all 4 procedures, hearings and approvals deemed necessary by City or its legal counsel for amendment of the• urban renewal plan applicable to the Properties and/or project area, all of which must be completed within 180 days from the date this Agreement is approved by the City council. If such completion does not occur, then any conveyance, benefit or incentive of any type provided by City hereunder within said 180-day period is subject to reverter of title, revocation, repayment or other appropriate action to restore such property, benefit or incentive to City, and Company agrees to cooperate diligently and in good faith with any reasonable request by City to effectuate the restoration of same, or failing such restoration Company agrees to be liable for same or for the fair value thereof, plus interest on any sums owing at the rate of 10% per annum commencing with the date of demand for payment, if said payment is not remitted to City within 30 days. 15. Materiality of Company's Promises, Covenants, Representations, and Warranties. Each and every promise, covenant, representation, and warranty set forth in this Agreement on the part of Company to be performed is a material term of this Agreement, and each and every such promise, covenant, representation, and warranty constitutes a material inducement for City to enter this Agreement. Company acknowledges that without such promises, covenants, representations, and warranties, City would not have entered this Agreement. Upon' breach of any promise or covenant, or in the event of the incorrectness or falsity of any representation or warranty, City may, at its sole option and in addition to any other right or remedy available to it, terminate this Agreement and declare it null and void. 16. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight air courier service, by United States registered or certified mail, postage prepaid, or by facsimile (with an additional copy delivered by one of the foregoing means), and addr&ssed: (a) , if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, facsimile number 319-291-4$71, Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. (b) if to Company, at 315 E. 5th Street, Waterloo, Iowa 50703, facsimile number 319-234-5701, Attention: James E. Walsh, Jr. Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, (Hi) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid, or (iv) when transmitted by facsimile so long as the sender obtains written electronic confirmation from the sending facsimile machine that such transmission was successful. A party may change the address for giving notice by any method set forth in this section. 17. No?Joint Venture. Nothing in this Agreement shall, or shall be deemed or construed to, create or constitute any joint venture, partnership, agency, employment, or any other relationship between the City and Company nor to create any liability for one party with respect to the liabilities or obligations of the other party or any other person. 18. Amendment, Modification, and Waiver. No amendment, modification, or waiver of any condition, provision, or term of this Agreement shall be valid or of any effect unless made in wilting, signed by the party or parties to be bound or by the duly authorized representative of same, and specifying with particularity the extent and nature of the 5 amendment, modification, or waiver. Any waiver by any party of any default by another party shall not affect or impair any rights arising from any subsequent default. 19. Severability. Each provision, section, sentence, clause, phrase, and word of this Agreement is intended to be severable. If any portion of this Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the offending provision or part thereof shall be deemed severed from this Agreement and the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any portion of this Agreement is invalid or unenforceable as written, but that by limiting such provision or portion thereof it would become valid and enforceable, then such provision or portion thereof shall be deemed to be written, and shall be construed and enforced, as so limited. 20. Captions. All captions, headings, or titles in the paragraphs or sections of this Agreement are inserted only as a matter of convenience and/or reference, and they shall in no way be construed as limiting, extending, or describing either the scope or intent of this Agreement or of ahy provisions hereof. 21. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 22. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 23. Entire Agreement. This Agreement, together with the exhibits attached hereto, constitutes the entire agreement of the parties and supersedes all prior or contemporaneous negotiations, discussions, understandings, or agreements, whether oral or written, with respect to the subject matter hereof. 24. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement by their duly authorized representatives as of the date first set forth above. JSA DEVELOP u� � NT, LLC By: Jame . alSh, Jr., Man- •er, 6 CITY OF WATERLOO, IOWA By: 643 Quentin Hart, Mayor Attest: Kelley Fel •lj le, City Clerk STATE OF IOWA ) ) ss. BLACK HAWK COUNTY ) This record was acknowledged before me on Walsh, Jr. as Manager of JSA Development, LLC. N l'i ' 40 RENEE L DUESENBERG '`, , COMMISSION NO. 752582 * 'j? * nix WAMMISSIgN.Ev 1ES o ,ip. It .0 1 / i .d( STATE OF IOWA ) ss. BLACK HAWK COUNTY ) This record was acknowledged before me on A rye `-� g � ; , 2017, by Quentin Hart and Kelley Felchle, as Mayor and City Clerk, respectively, of the City of Waterloo, Iowa. %,tel 3/ , 2017, by James E. /zee /01a, 1 Not ry Public NANCY HIGBY COMMISSION NO.768229 MY COMMlS:i1QN IRES - zc� 7 Notary`Public EXHIBIT "A" Descriptions of Property in Walnut Historic Neighborhood 1. 519 E. 3rd Street. COOLEY ADDITION, SW 30 FT LOT 4 BLK 63, SW 5 FT NE 30 FT SE 97.3 FT OF LOT 4 BLK 63, and NE 15 FT LOT 5 BLK 63. 2. 516 Pine Street. COOLEY ADDITION, E 40 FT N 75 FT LOT 6 BLK 72 AND 10 FT ADJ ON EAST. 3. 521 Pine Street. COOLEY ADDITION, W 50 FT LOT 1 BLK 68, and W 50 FT S 30 FT LOT 2 BLK 68. 4. 515 E. 3rd Street. COOLEY ADDITION, SW 45 FT LOT 5 BLK 63, and NE 5 FT SE 75 FT LOT 8 BLK 63 The minimum assessed value for each of the above properties upon completion of improvements as set forth in the Agreement shall be $95,000. EXHIBIT "B" MINIMUM ASSESSMENT AGREEMENT (for use with Walnut Historic Neighborhood properties) This Minimum Assessment Agreement (the "Agreement") is entered into as of AJXz , 2017 by and among the CITY OF WATERLOO, IOWA, ("City"), JSA Development, LLC, ("Company"), and the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City and Company have entered into a Development Agreement (the "Development Agreement") regarding certain real property located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company will undertake the development of an area (the "Project") within the City and within the East Waterloo Unified Urban Renewal and Redevelopment Plan Area, formerly known as the Logan Plaza Urban Renewal and Redevelopment Plan Area; and WHEREAS, pursuant to Iowa Code section 403.6, as amended, the City and the Company desire to establish a minimum actual value for the land and building(s) thereon pursuant to the Development Agreement and applicable only to the development, which shall be effective upon substantial completion of the development and from then until this Agreement is terminated pursuant to the terms herein and which is intended to reflect the minimum actual value of the land and building(s) as to the development only; and WHEREAS, the City and the Assessor have reviewed the plans and specifications for the improvements'(the "Improvements") and the work completed as a part of the development; NOW, THEREFORE, the parties to this Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: 1. Upon substantial completion of construction of the Improvements by the Company or its affiliated companies on each of the properties described in Exhibit "A" attached hereto, the minimum actual taxable value which shall be fixed for assessment purposes for the land and Improvements constructed on each such property as a part of the Project shall not be less than $95,000 for each property ("Minimum Actual Value") until termination of this Agreement. With: respect to each property, the parties agree to execute a supplement to this Agreement, substantially in the form attached hereto as "MAA Supplement Form 1", no later than December 31 of the year in which substantial completion of construction of Improvements for a given property occurs. The parties also acknowledge that the Company may submit one or more of the properties to a condominium regime after completion of the Improvements and that future owners of any such property as so divided are intended to be the beneficiaries of this Agreement and a related Development Agreement. 2. The Minimum Actual Value herein established with respect to a given property shall be of no further force and effect, and with respect to such property this Agreement shall terminate, on December 31, 2034. Nothing herein shall be deemed to waive the Company's rights under Iowa Code § 403.6, as amended, to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall the Company seek or cause the reduction of the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. 3. This Agreement shall be promptly recorded by the City with the Recorder of Black Hawk County, Iowa, the City paying all costs of recording, and each supplement hereto shall be so recorded after execution. 4. Neither the preambles nor provisions of this Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement between the City and the Company. 5. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. The City agrees to cooperate with any reasonable request by the Company to execbte a written assignment of this Agreement to future owners of condominium units that may be created on any of the properties and to execute one or more amendments to this Agreement to divide the Minimum Actual Value for the property among such units and to ensure that such future owners receive the benefits contemplated by this Agreement and a related Development Agreement between the parties. CITY OF WATERLOO, IOWA By: L -_ Quentin Hart, Mayor Attest: /! Kelley Felchl !, City Clerk STATE OF IOWA" COUNTY OF BLACK HAWK ) ss. On t C' , 2017, before me, a Notary Public in and for the State of Iowa, personally appeared Quentin Hart and Kelley Felchle, to me personally known, who being duly being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waterloo, Iowa, a municipal corporation, created and existing under the laws of the State of Iowa, and that theseal 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 and by them voluntarily executed. NANCY HHCBY COMMISSION NO.788229 MY COMMISSION0EXPIRES Notary P� STATE OF IOWA ) ss. COUNTY OF BLACK HAWK Subscribed and sworn to before me on ij (',lei g� Jr. as Manager of JSA Development, LL Walsh, RENEE L DUESENBERG C*MMISSION NO. 752582 ' ISS oN EXpIRES , 2017, by James E. Notary Public 3 CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon which the 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 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 development shall not be less than Ninety -Five Thousand Dollars ($95,000.00) for each property identified on Exhibit "A" until termination of this Minimum Assessment Agreement pursuant to the terms hereof. STATE OF IOWA' ) ss. COUNTY OF BLACK HAWK ) Assessor for Black Hawk County, Iowa Date Subscribed and sworn to before me on by T.J. Koenigsfeld, Assessor for Black Hawk County, Iowa. Notary Public MAA SUPPLEMENT FORM 1 Supplement to Minimum Assessment Agreement (for use with Walnut Historic Neighborhood properties) This instrument is a supplement to that certain Minimum Assessment Agreement (the "Agreement") dated as of , 2017, by and between City of Waterloo, Iowa ("City") and JSA Development, LLC ("Company") and filed as Doc. No. Property Address: Tax Parcel No.: Legal Description: See attachment. Minimum Assessed Value: $95, 000.00 MAV Effective Date: January 1, This supplement is made for purposes of acknowledging the substantial completion of improvements to the above property and the establishment of Minimum Assessed Value as of the next assessment date. The Minimum Assessed Value shall be effective until and including December 31, 2034, as set forth in the Agreement. This supplement is subject to all terms and conditions of the Agreement. CITY OF WATERLOO, IOWA Title: JSA DEV. OP ENT, LLC Bv: ger