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HomeMy WebLinkAboutCourt Square Building Co.-10/21/2013Mayor BUCK CLARK COUNCIL MEMBERS OOOOOOOOOO 1.11.000.1 DAVID JONES Ward 1 CAROLYN COLE Ward 2 HAROLD GETTY Ward 3 QUENTIN HART Ward 4 RON WELPER Ward 5 BOB GREENWOOD At -Large STEVE SCHMITT At -Large CITY WATE LIOWA COMMUNITY PLANNING AND DEVELOPMENT 715 Mulberry Street • Waterloo, Iowa 50703-5783 • (319) 291-4366 Fax (319) 291-4262 . NOEL C. ANDERSON, Community Planning & Development Director CITY OF WATERLOO Council Communication City Council Meeting: October 21, 2013 Prepared: October 16, 2013 Dept. Head Signature: Noel Anderson, Community Planning & Development Director # of Attachments: 1 OeA b{ 1CO3/13 SUBJECT: Resolution approving Development Agreement with Court Square Building Co. for the redevelopment of 620 Lafayette Street (Beecher Law Firm) for the expansion near the Main Street parking lot infill, creating a new minimum value for the building of $430,420, and tax rebates for 5 years at 100%, and authorize Mayor to sign and fully execute the document. Submitted by: Noel Anderson, Community Planning and Development Director Recommended City Council Action: Approval of resolution as noted above Summary Statement: As you may recall, the Beecher Law Firm added a small addition onto their building at 620 Lafayette Street by fully enclosing the former "drive-thru" area that at once had a wall on one side, but was otherwise open from Lafayette Street. This addition was done in a compatible style to the rest of the building, giving them more office space, more usable space for their growing law firm and clientele. The attached agreement grants to them the standard 5 years at 100% for downtown rehabilitation work to an existing building. The agreement will raise their minimum value to $430,420, above the January 1, 2012 value of $393,690. This is another great example of a good infill development project in Downtown Waterloo, working to bring more employees, more customers, and more activity to Downtown Waterloo. Expenditure Required: NA Source of Funds: NA Policy Issue: Economic Development Alternative: NA CITY WEBSITE: wwwci.waterloo.ia.us WE'RE WORKING FOR YOU! An Equal Opportunity/Affirmative Action Employer Background Information: The addition/ infill project has created a better aesthetic storefront design along the Lafayette Street view, and will help to bring more usable space to an existing Waterloo business. BEECHER, FIELD, WALKER, MORRIS, HOFFMAN LAWYERS COURT SQUARE BUILDING — SUITE 300 620 LAFAYETTE STREET P. O. BOX 178 WATERLOO, IOWA 50704 TELEPHONE: (319) 234-1766 FAX: (319) 234-1225 HUGH M. FIELD JOHN R. WALKER, JR. RICHARD R. MORRIS THERESA E. HOFFMAN ERIC W. JOHNSON KEVIN D. AHRENHOLZ D. RAYMOND WALTON JOHN J. WOOD ADNAN MAHMUTAGIC COREY R. LORENZEN KATE B. MITCHELL KIRSTEN N. ARNOLD LAURA E. RANGE STEPHEN P. SKRAM Noel Anderson Planning & Zoning Director 715 Mulberry Street Waterloo, IA 50703 October 14, 2013 Re: Court Square Building Tax Credits Dear Noel: & JOHNSON, P.C. W. LOUIS BEECHER (1921-2012) W. L. BEECHER (1891-1976) JOHN W. RATHERT (1932-2010) BRANCH OFFICE BY APPOINTMENT 508 N. HWY 218 LA PORTE CITY, IOWA 50651 01VQ4,TTELEPHONE: (319) 342-4095 www.beecherlaw.com Ormorris@beecherlaw.com o 4 1 Enclosed please find signed and notarized documents per your request of October 11th. Thank you for your attention, cooperation and assistance in resolving these matters for us. It is greatly appreciated. If there is anything further we need to do, please let me know. I would assume that this tax credit process would begin with the taxes we have just paid in September of 2013. Please let us know what we need to do to receive back the tax credits for that time period and then also in March of 2014 and the ensuing years. If I need to appear at any city council meeting in conjunction with this matter, please let me know so that I make sure I'm in attendance on behalf of Court Square Building Company. Regards. RRM/ljb Enc. Very truly yours, Richard R. Morris for BEECHER, FIELD, WALKER, MORRIS, HOFFMAN & JOHNSON, P.C. +Established in 1918+ Prepared by Noel Anderson 715 Mulberry Street (319) 291.4366 DEVELOPMENT AGREEMENT Waterloo, Iowa 50703 This Development Agreement (the "Agreement") is made and entered into on Cd -o 1 , 2013, by and between Court Square Building Co. (the "Company") and the City of Waterloo, Iowa, (the "City"). WHEREAS, City considers economic development within the City a benefit to the community and is willing for the total good and welfare of the community to provide financial incentives so as to encourage that goal, and WHEREAS, Company desires to redevelop part of the property (such part is referred to as the "Redevelopment site" and is described as set forth on Exhibit "A-1" attached hereto) at 620 Lafayette Street, legally described as set forth in Exhibit "A-2" attached hereto (the "Property"), which Property is located within the Downtown Renewal and Redevelopment Plan area, with the intention of making substantial improvements to the building on the portion depicted on Exhibit "B" attached hereto. NOW, THEREFORE, in consideration of the mutual promises exchanged herein, Company and City agree as follows: 1. Improvements by Company. Company owns and shall finish up existing space at an estimated improvement cost of over $170,000 (the "Improvement"). The Improvements shall be constructed in accordance with all applicable City, state, and federal building codes and shall comply with all applicable City ordinances. It is contemplated that the taxable value of the building (including real property assessment) will be approximately $430,000 upon completion of the Improvements. The Redevelopment Site, the Improvements, and all site preparation and development - related work to make the Redevelopment Site usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project". 2. Construction. The parties agree that Company's commitment to construct the Improvements in timely fashion constitutes a material inducement for the City to offer the Incentives to Company and that without said commitment City would not offer the Incentives. Company has completed improvements. 3. Minimum Assessment Agreement. Company acknowledges and agrees that it will pay when due all taxes and assessments, general or special, and all other charges whatsoever levied upon or assessed or placed against the Redevelopment Site. Company further agrees that prior to the date set forth in Section 2 of Exhibit "C" it will not cause a reduction in the taxable valuation for the Redevelopment Site, which shall be fixed for assessment purposes, below the amount of $430,420 ("Minimum Actual Value"), through: (i) willful destruction of the Redevelopment Site, 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. Company agrees to sign said attached Exhibit "C" at the closing. 1. Tax Rebates. The City agrees to property tax rebates as follows: Year One - Year Two - Year Three - Year Four - Year Five - 100 %Rebate 100 % Rebate 100 % Rebate 100 % Rebate 100 % Rebate for any value over the January 1, 2012 value of $393,690. The taxable value of the property as a result of development must be increased by a minimum of 5% and increase the annual tax by a minimum of $500.00. This rebate program is not applicable to any special assessment levy, debt service levy, or any other levy that is exempted from treatment as tax increment financing under the provisions of applicable law. The first year of which a rebate may be given ("Year One") shall be the first full year for which the assessment is based upon the completed value of all phases of the Improvements and not a prior year for which the assessment is based solely upon the value of the Redevelopment Site or upon the value of the Redevelopment Site and a partial value of the Improvements due to partial completion of the Improvements or a partial tax year. 5. 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. 6. 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. 7. 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. 8. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight delivery 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, to Richard Morris, PO Box 178, Waterloo, Iowa 50704., 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. 9. 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 writing, signed by the party or parties to be bound or by the duly authorized representative, and specifying with particularity the extent and nature of the 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. 10. 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. 11. 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 any provisions hereof. 12. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 13. 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. 14. Entire Agreement. This Agreement, together with the Minimum Assessment Agreement attached hereto as Exhibit "C", and all other exhibits 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. 15. 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 written above. CITY OF W)TERLOO, IOWA COURT SQUARE BUILDING CO. By: By: ,L4 Ernest G. Clark, Mayor Richard Morris, Treasurer )Palo R1!O 'Sal LO9 Azng 4 EXHIBIT "A-1" Description of the Improvements (see attached) ARTICLE 7. — SUPPLEMENTAL PROVISIONS For tax and depredation purposes, the following is a breakdown of costs applicable to the base contract amount: Construction Plumbing Electrical Architecturai'& Engineering Cost (Less: Any Accrued Owner Payments Made to Date) Floor Coverings (see attachment toAgreement) Contract Sum Amount (see notes below) t. Tax on furniture, under -mounter, carpeting, bank and security equipment, signage, decorative, and window treatments is not included in contract sum. Alternates: 1. Electrostatic painting per speclfled list c 2. Demolition, wall prep, texture, paint, carpet three offices ; 3. New black quartz conference table top on existing base 4. Interior signage on granite wall i S. Eliminate granite, fury out wall, sheetrock and paint. e 6. Relaminate two 40" x 120" conference tables. T 7. Fumishings.(based on final selection by Owner) (to be attached to Agreement).; 8. Exterior Signage / Awning T EXHIBIT "A-2" Description of the Property (see attached legal description) A part of Lot 1 in Block 14 in the Original Plat, on the East Side of the Cedar River, in the City of Waterloo, Black Hawk County, Iowa, described as follows: Commencing at the most Easterly corner of said Lot 1; thence Northwesterly along the Southwesterly line of Lafayette Street a distance of 94.6 feet to the center of a brick wall; thence Southwesterly along the center line of said brick wall to the Southwesterly line of said Lot 1; thence Southeasterly along the Southwesterly line of Lot No. 1 to the Northwesterly line of Fifth Street; thence Northeasterly along the Northwesterly line. of Fifth Street. to . the ..place of, beginning. EXHIBIT "B" Site Plan (see attached building layout) 2N1 scolterossza a2POINI 841 tutu raortwompacatad .01120.4111 P}m9 Jai Pan GIU uolletwteaSPagoitud I 0 1 4,0 EXHIBIT"C" MINIMUM ASSESSMENT AGREEMENT THIS MINIMUM ASSESSMENT AGREEMENT, dated as of this 1 day of Qr drier , 2013, by and among the CITY OF WATERLOO, IOWA, ("City"), Court Square Building Co. ("Developer"), and the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor). WITNESSETH: WHEREAS, on or before the date hereof the City and Developer have entered into a Development Agreement (the "Agreement") regarding certain real property located in the City; and WHEREAS, it is contemplated that pursuant to said Agreement, the Developer will undertake the development of an area ("Project") within the City and within the "Downtown" Renewal and Redevelopment Plan area. WHEREAS, pursuant to Iowa Code section 403.6, as amended, the City and the Developer desire to establish a minimum actual value for the land and building thereon pursuant to the 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 as to the development only; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the improvements which it is contemplated will be erected as a part of the development; NOW, THEREFORE, the parties to this Minimum Assessment Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: 1. Upon substantial completion of renovations by the Developer on the property described in Exhibit "A-1" attached hereto, the minimum actual taxable value which shall be fixed for assessment purposes for the land and improvements to be constructed thereon by the Developer as a part of the development shall not be Tess than $430,420 ("Minimum Actual Value") until termination of this Agreement. The parties hereto agree the construction of the improvements have been substantially completed on or before December 1, 2012. 2. The Minimum Actual Value herein established shall be of no further force and effect and this Minimum Assessment Agreement shall terminate on December 31, 2022. Nothing herein shall be deemed to waive the Developer's rights under Iowa Code section 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 Developer seek or cause the reduction of the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. The City shall not unreasonably withhold its consent to permit the Developer to contest its taxable valuations in full, commencing with the assessment of January 1, 2023. 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. 4. Neither the preambles nor provisions of this Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement. 5. This Minimum Assessment Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties, including but not limited to future owners of the Project property. City of Waterloo, Iowa By: Ernest G. Clark yo 4 L3 Suzy Scharis, City Clerk STATE OF IOWA COUNTY _OF_BLACK HAWK ) ss. Court Square Building Co. By: Richard Morris, Treasurer On this / day of , 2013, before me a Notary Public in and for the State of Iowa, personally appeared Ernest G. Clark and Suzy Schares, to me personally known, who 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 the seal 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. s • SHELLIE L CRISMAN COMMISSION NO.770700 dna,EXPIRES STATE OF IOWA ) ss. COUNTY OF BLACK HAWK ) Subscribed and sworn to before me on LJGf-Dch)1 , 2013, by Richard Morris as Treasurer of Court Square Building Co. A3" b Iowa LINDA BEGALSKE COMMISSION NO. 121573 M OMMIS ON EXPIRES Notary Public x1412 _ 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 Four Hundred Thirty Thousand Four Hundred Twenty Dollars ($430,420.00). STATE OF IOWA COUNTY OF BLACK HAWK ) ss. Ass sor fo BI Hawk County, Iowa Date Subscribed and sworn to before me on i U 20'J.3; by �7 /%Ph; s ��/d- Assessor for Black Hawk ounty, Iowa. Dewy Y kLe -7,7-i')ee -; 4/2' zitii.--71 "IBORAH L. ®OECKMANN COMMISSION NO. 1957 '41 ,. v COM jISSII o//� IRES Prepared by Noel Anderson 715 Mulberry Street (319) 291.4366 DEVELOPMENT AGREEMENT Waterloo, Iowa 50703 This Development Agreement (the "Agreement") is made and entered into on CA -ober , 2013, by and between Court Square Building Co. (the "Company") and the City of Waterloo, Iowa, (the "City"). WHEREAS, City considers economic development within the City a benefit to the community and is willing for the total good and welfare of the community to provide financial incentives so as to encourage that goal, and WHEREAS, Company desires to redevelop part of the property (such part is referred to as the "Redevelopment site" and is described as set forth on Exhibit "A-1" attached hereto) at 620 Lafayette Street, legally described as set forth in Exhibit "A-2" attached hereto (the "Property"), which Property is located within the Downtown Renewal and Redevelopment Plan area, with the intention of making substantial improvements to the building on the portion depicted on Exhibit "B" attached hereto. NOW, THEREFORE, in consideration of the mutual promises exchanged herein, Company and City agree as follows: 1. Improvements by Company. Company owns and shall finish up existing space at an estimated improvement cost of over $170,000 (the "Improvement"). The Improvements shall be constructed in accordance with all applicable City, state, and federal building codes and shall comply with all applicable City ordinances. It is contemplated that the taxable value of the building (including real property assessment) will be approximately $430,000 upon completion of the Improvements. The Redevelopment Site, the Improvements, and all site preparation and development - related work to make the Redevelopment Site usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project". 2. Construction. The parties agree that Company's commitment to construct the Improvements in timely fashion constitutes a material inducement for the City to offer the Incentives to Company and that without said commitment City would not offer the Incentives. Company has completed improvements. 3. Minimum Assessment Agreement. Company acknowledges and agrees that it will pay when due all taxes and assessments, general or special, and all other charges whatsoever levied upon or assessed or placed against the Redevelopment Site. Company further agrees that prior to the date set forth in Section 2 of Exhibit "C" it will not cause a reduction in the taxable valuation for the Redevelopment Site, which shall be fixed for assessment purposes, below the amount of $430,420 ("Minimum Actual Value"), through: (i) willful destruction of the Redevelopment Site, 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. Company agrees to sign said attached Exhibit "C" at the closing. 1. Tax Rebates. The City agrees to property tax rebates as follows: Year One - Year Two - Year Three Year Four - Year Five - 100 %Rebate 100 % Rebate 100 % Rebate 100 % Rebate 100 % Rebate for any value over the January 1, 2012 value of $393,690. The taxable value of the property as a result of development must be increased by a minimum of 5% and increase the annual tax by a minimum of $500.00. This rebate program is not applicable to any special assessment levy, debt service levy, or any other levy that is exempted from treatment as tax increment financing under the provisions of applicable law. The first year of which a rebate may be given ("Year One") shall be the first full year for which the assessment is based upon the completed value of all phases of the Improvements and not a prior year for which the assessment is based solely upon the value of the Redevelopment Site or upon the value of the Redevelopment Site and a partial value of the Improvements due to partial completion of the Improvements or a partial tax year. 5. 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. 6. 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. 7. 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. 8. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight delivery 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, to Richard Morris, PO Box 178, Waterloo, Iowa 50704., 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. 9. 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 writing, signed by the party or parties to be bound or by the duly authorized representative, and specifying with particularity the extent and nature of the 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. 10. 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. 11. 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 any provisions hereof. 12. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 13. 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. 14. Entire Agreement. This Agreement, together with the Minimum Assessment Agreement attached hereto as Exhibit "C", and all other exhibits 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. 15. 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 written above. CITY OF WATERLOO, IOWA By yrAavi/ ‘(-1/ Ernest G. Clark, Mayor COURT SQUARE BUILDING CO. By: Richard Morris, Treasurer Attest: Suzy Schares, City Clerk EXHIBIT "A-1" Description of the Improvements (see attached) ARTICLE 7. — SUPPLEMENTAL PROVISIONS For tax and depreciation purposes, the following is a breakdown of costs applicable to the base contract amount: Construction Plumbing Electrical Architectural & Engineering Cost (Less: Any Accrued Owner Payments Made to Date) Floor Coverings (see attachment to Agreement) Contract Sum Amount (see notes below) 1. Tax on fumiture, under -counter, carpeting, bank and security equipment, signage, decorative, and window treatments is not induded in contract sum. Alternates: 1. Electrostatic painting per specified list 4 2. Demolition, wall prep, texture, paint, carpet three offices 3. New black quartz conference table top on existing base 4. Interior signage on granite wall e 5. Eliminate granite, furr out wall, sheetrock and paint. e 6. Relaminate two 40" x 120" conference tables.. e 7. Fumishings.(based on final selection by Owner) (to be attached to Agreement).; e 8. Exterior Signage / Awning $ EXHIBIT "A-2" Description of the Property (see attached legal description) A part of Lot 1 in Block 14 in the Original Plat, on the East Side of the Cedar River, in the City of Waterloo, Black Hawk County, Iowa, described as follows: Commencing at the most Easterly corner of said Lot 1; thence Northwesterly along the Southwesterly line of Lafayette Street a distance of 94.6 feet to the center of a brick wall; thence Southwesterly along the center line of said brick wall to the Southwesterly line of said Lot 1; thence Southeasterly along the Southwesterly line of Lot No. 1 to the Northwesterly line of Fifth Street; thence Northeasterly along the Northwesterly line. .of Fifth Street to . the , place of. beginning. EXHIBIT "B" Site Plan (see attached building layout) 4•1111:1111111" waist rawer' tea tX1Pling JaPagg 211 04111=23 Mph U guiPItn9 •1240299 CqL sn3ione w +a II1a 1 fil EXHIBIT "C" MINIMUM ASSESSMENT AGREEMENT THIS MINIMUM ASSESSMENT AGREEMENT, dated as of this t day of aA-nbe1( , 2013, by and among the CITY OF WATERLOO, IOWA, ("City"), Court Square Building Co. ("Developer"), and the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City and Developer have entered into a Development Agreement (the "Agreement") regarding certain real property located in the City; and WHEREAS, it is contemplated that pursuant to said Agreement, the Developer will undertake the development of an area ("Project") within the City and within the "Downtown" Renewal and Redevelopment Plan area. WHEREAS, pursuant to Iowa Code section 403.6, as amended, the City and the Developer desire to establish a minimum actual value for the land and building thereon pursuant to the 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 as to the development only; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the improvements which it is contemplated will be erected as a part of the development; NOW, THEREFORE, the parties to this Minimum Assessment Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: 1. Upon substantial completion of renovations by the Developer on the property described in Exhibit "A-1" attached hereto, the minimum actual taxable value which shall be fixed for assessment purposes for the land and improvements to be constructed thereon by the Developer as a part of the development shall not be Tess than $430,420 ("Minimum Actual Value") until termination of this Agreement. The parties hereto agree the construction of the improvements have been substantially completed on or before December 1, 2012. 2. The Minimum Actual Value herein established shall be of no further force and effect and this Minimum Assessment Agreement shall terminate on December 31, 2022. Nothing herein shall be deemed to waive the Developer's rights under Iowa Code section 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 Developer seek or cause the reduction of the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. The City shall not unreasonably withhold its consent to permit the Developer to contest its taxable valuations in full, commencing with the assessment of January 1, 2023. 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. 4. Neither the preambles nor provisions of this Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement. 5. This Minimum Assessment Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties, including but not limited to future owners of the Project property. City of Waterloo, Iowa Court Square Building Co. By: By: Ernest G. Clark, Mayo Richard Morris, Treasurer Attest: ��� , __ Suzy Schires, City Clerk STATE OF IOWA ) ss. COUNTY OF BLACK HAWK On this day of ' , 2013, before mea Notary Public in and for the State of Iowa, personally appeared Ernest G. Clark and Suzy Schares, to me personally known, who 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 the seal 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. x t �'r gym;. SHELLJE L CRISMAN COMMISSION NO.778700 MY «r `:• • DU1HES STATE OF IOWA ) ss. COUNTY OF BLACK HAWK ) Subscribed and sworn to before me on 2)2-4-cch) ( Richard Morris as Treasurer of Court Square Building Co. LINDA BEGALSKE COMMISSION N0. 121573 -COMMIS 'ON EXPIRES , 2013, by Notary 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 less than Four Hundred Thirty Thousand Four Hundred Twenty Dollars ($430,420.00). STATE OF IOWA COUNTY OF BLACK HAWK Assessor for Black Hawk County, Iowa Date Subscribed and sworn to before me on , 2013, by , Assessor for Black Hawk County, Iowa. plu.11ti i, 643 Prepared by Noel Anderson 915 rnA,Mokivui WLoo 715 Mulberry Street (319) 291.4366 DEVELOPMENT AGREEMENT II iiIIlll iiii Doc ID 005399110016 Type GEN Kind: AGREEMENT Recorded: 02/10/2014 at 03:51:23 PM Fee Amt: $82.00 Page 1 of 16 Black Hawk County Iowa JUDITH A MCCARTHY RECORDER F11e2014-00015041 Waterloo, Iowa 50703 This Development Agreement (the "Agreement") is made and entered into on ( bUr , 2013, by and between Court Square Building Co. (the "Company") and the City of Waterloo, Iowa, (the "City"). WHEREAS, City considers economic development within the City a benefit to the community and is willing for the total good and welfare of the community to provide financial incentives so as to encourage that goal, and WHEREAS, Company desires to redevelop part of the property (such part is referred to as the "Redevelopment site" and is described as set forth on Exhibit "A-1" attached hereto) at 620 Lafayette Street, legally described as set forth in Exhibit "A-2" attached hereto (the "Property"), which Property is located within the Downtown Renewal and Redevelopment Plan area, with the intention of making substantial improvements to the building on the portion depicted on Exhibit "B" attached hereto. NOW, THEREFORE, in consideration of the mutual promises exchanged herein, Company and City agree as follows: 1. Improvements by Company. Company owns and shall finish up existing space at an estimated improvement cost of over $170,000 (the "Improvement"). The Improvements shall be constructed in accordance with all applicable City, state, and federal building codes and shall comply with all applicable City ordinances. It is contemplated that the taxable value of the building (including real property assessment) will be approximately $430,000 upon completion of the Improvements. The Redevelopment Site, the Improvements, and all site preparation and development - related work to make the Redevelopment Site usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project". 2. Construction. The parties agree that Company's commitment to Ca.oc.) I I, construct the Improvements in timely fashion constitutes a material inducement for the City to offer the Incentives to Company and that without said commitment City would not offer the Incentives. Company has completed improvements. 3. Minimum Assessment Agreement. Company acknowledges and agrees that it will pay when due all taxes and assessments, general or special, and all other charges whatsoever levied upon or assessed or placed against the Redevelopment Site. Company further agrees that prior to the date set forth in Section 2 of Exhibit °C" it will not cause a reduction in the taxable valuation for the Redevelopment Site, which shall be fixed for assessment purposes, below the amount of $430,420 ("Minimum Actual Value"), through: (i) willful destruction of the Redevelopment Site, 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. Company agrees to sign said attached Exhibit "C" at the closing. 1. Tax Rebates. The City agrees to property tax rebates as follows: Year One - Year Two - Year Three Year Four - Year Five - 100 %Rebate 100 % Rebate 100 % Rebate 100 % Rebate 100 % Rebate for any value over the January 1, 2012 value of $393,690. The taxable value of the property as a result of development must be increased by a minimum of 5% and increase the annual tax by a minimum of $500.00. This rebate program is not applicable to any special assessment levy, debt service levy, or any other levy that is exempted from treatment as tax increment financing under the provisions of applicable law. The first year of which a rebate may be given ("Year One") shall be the first full year for which the assessment is based upon the completed value of all phases of the Improvements and not a prior year for which the assessment is based solely upon the value of the Redevelopment Site or upon the value of the Redevelopment Site and a partial value of the Improvements due to partial completion of the Improvements or a partial tax year. 5. 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. 6. Representations and Warranties . f 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. 7. 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. 8. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight delivery 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, to Richard Morris, PO Box 178, Waterloo, Iowa 50704., 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. 9. 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 writing, signed by the party or parties to be bound or by the duly authorized representative, and specifying with particularity the extent and nature of the 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. 10. 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. 11. 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 any provisions hereof. 12. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 13. 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. 14. Entire Agreement. This Agreement, together with the Minimum Assessment Agreement attached hereto as Exhibit "C", and all other exhibits 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. 15. 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 written above. CITY OF WATERLOO, IOWA By: ,f-e-teet Ernest G. Clark, Mayor COURT SQUARE BUILDING CO. By: Richard Morris, Treasurer �,ii6ilillflf((( -1Ptios Azns0 }salt, EXHIBIT "A-1" Description of the Improvements (see attached) ARTICLE 7. — SUPPLEMENTAL PROVISIONS For tax and depreciation purposes, the following is a breakdown of costs applicable to the base contract amount: Construction Plumbing ....- €lecrical Architectural-& Engineering Cost. (Less: Any Accrued Owner Payments Made to Date) Floor Coverings (see attachment tcrAgreement) Contract Sum Amount (see notes below) 1. Tax on furniture, under -counter, carpeting, bank and security equipment, signage, decorative, and window treatments Is not induded in contract sum. Alternates: 1. Electrostatic painting per specified list e 2. Demolition, wall prep, texture, paint, carpet three offices C. 3. New black quartz conference table top on existing base e 4. Interior signage on granite wall............... - e 5. Eliminate granite, furr out wall, sheetrock and paint. e 6. Relaminate two 40" x 120" conference tables..... T 7. Furnishings.(based on final selection by Owner) (to be attached to Agreement).; 8. Exterior Signage / Awning $ T EXHIBIT "A-2" Description of the Property (see attached legal description) A part of Lot 1 in Block 14 in the Original Plat, on the East Side of the Cedar River, in the City of Waterloo, Black Hawk County, Iowa, described as follows: Commencing at the most Easterly corner of said Lot 1; thence Northwesterly along the Southwesterly line of Lafayette Street a distance of 94.6 feet to the center of a brick wall; thence Southwesterly along the center line of said brick wall to the Southwesterly line of said Lot 1; thence Southeasterly along the Southwesterly line of Lot No. 1 to the Northwesterly line of Fifth Street; thence Northeasterly along the Northwesterly line of Fifth Street. to - the place of. beginning. EXHIBIT "B" Site Plan (see attached building layout) 0141171119 Ja1=09 241. :zurtzwonapagmaa 211 EXHIBIT '°C" MINIMUM ASSESSMENT AGREEMENT THIS MINIMUM ASSESSMENT AGREEMENT, dated as of this ca' day of CDC --d0-€)( , 2013, by and among the CITY OF WATERLOO, IOWA, ("City"), Court Square Building Co. ("Developer"), and the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City and Developer have entered into a Development Agreement (the "Agreement") regarding certain real property located in the City; and WHEREAS, it is contemplated that pursuant to said Agreement, the Developer will undertake the development of an area ("Project") within the City and within the "Downtown" Renewal and Redevelopment Plan area. WHEREAS, pursuant to Iowa Code section 403.6, as amended, the City and the Developer desire to establish a minimum actual value for the land and building thereon pursuant to the 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 as to the development only; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the improvements which it is contemplated will be erected as a part of the development; NOW, THEREFORE, the parties to this Minimum Assessment Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: 1. Upon substantial completion of renovations by the Developer on the property described in Exhibit "A-1" attached hereto, the minimum actual taxable value which shall be fixed for assessment purposes for the land and improvements to be constructed thereon by the Developer as a part of the development shall not be less than $430,420 ("Minimum Actual Value") until termination of this Agreement. The parties hereto agree the construction of the improvements have been substantially completed on or before December 1, 2012. 2. The Minimum Actual Value herein established shall be of no further force and effect and this Minimum Assessment Agreement shall terminate on December 31, 2022. Nothing herein shall be deemed to waive the Developer's rights under Iowa Code section 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 Developer seek or cause the reduction of the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. The City shall not unreasonably withhold its consent to permit the Developer to contest its taxable valuations in full, commencing with the assessment of January 1, 2023. 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. 4. Neither the preambles nor provisions of this Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement. 5. This Minimum Assessment Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties, including but not limited to future owners of the Project property. City of Waterloo, Iowa By: Ernest G. Clark, Ma Attest: ( Suzy Scha --s, City Clerk STATE OF IOWA COUNTY_OF HAWK ) ss. )— Court Square Building Co. Y• RO Richard Morris, Treasurer S On this o day of agh,-&A) , 2013, before me a Notary Public in and for the State of Iowa, personally appeared Ernest G. Clark and Suzy Schares, to me personally known, who 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 the seal 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. STATE OF IOWA ) ss. COUNTY OF BLACK HAWK ) Notary Public Subscribed and sworn to before me on b�-Fa(h) , 2013, by Richard Morris as Treasurer of Court Square Building Co. /OWN LINDA BEGALSKE COMMISSION NO. 121573 M OMISSION EXPIRES 1.4,44 Notary 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 less than Four Hundred Thirty Thousand Four Hundred Twenty Dollars ($430,420.00). STATE OF IOWA ) ss. COUNTY OF BLACK HAWK 111' a 1 s' Ass ssor f. awk County, Iowa - cr Date Subscribed and sworn to before me on//ohy TO- NjGc PG/ 'Assessor for Black Hawk County, Iowa. m t'et4-',fr e� 7 L7 , 201 by ti)ri.AH L. BOECKMANN • ;. OMMISSION NO. 185786 •P, L;Y .,;0M I SI'N eIRES