HomeMy WebLinkAboutJSA Development LLC-12/19/2011DOWNTOWN RESIDENTIAL and MIXED-USE HISTORICAL PROPERTY
DEVELOPMENT AGREEMENT
his Development Agreement (the "Agreement") is made and entered into this
day of December, 2011, by and between JSA Development, LLC (the
"Company"), and the City of Waterloo, Iowa ("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, JSA Development, LLC or its affiliated companies have and will
redevelop property in the Downtown Waterloo Urban Renewal and Redevelopment
Plan Area, and this redevelopment presents a cohesive plan to the redevelopment of
over 40 parcels in the central business district, and
WHEREAS, JSA Development, LLC and its affiliates have contributed
significantly to the economic vitality and viability of Downtown and this vitality is
necessary to fully leverage the City's investment in public infrastructure, and
WHEREAS, Company has invested and will invest over $6,000,000 in
rehabilitating properties and bringing them up to modern standards in the Downtown
Waterloo Urban Renewal and Redevelopment Plan, as listed by the commonly known
address and/or tax parcel number and legally described on attached Exhibit "A" (each a
"Property").
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, Company and City agree as follows:
1. CURA Tax Exemptions. Provided that the Company has prepared and
submitted required documents upon completion of work in accordance with the terms of
the City's Consolidated Urban Renewal Area ("CURA") property tax exemption
program, the City will grant and affirmatively support Company's receipt of property tax
exemptions of 100% for any taxable value over the January 1, 2010 value as shown on
Exhibit "A" for the first three years following completion of rehabilitation projects.
Completion of the rehabilitation projects shall be determined by notice of completion
delivered to City by the Company.
2. Property Tax Rebates. Provided that Company has executed the
Minimum Assessment Agreement as set forth in paragraph 2, City agrees to rebate
property taxes (with the exceptions noted below) for each improved Property in the
years following any CURA exemptions as follows:
a. Year One - 100% Rebate
b. Year Two - 100% Rebate
c. Year Three - 100% Rebate
d. Year Four - 100% Rebate
e. Year Five - 100% Rebate
f. Year Six 100% Rebate
g. Year Seven 100% Rebate
for any taxable value over the January 1, 2010 value as shown on Exhibit "A". Rebates
are payable in respect of a given year only to the extent that Company has actually paid
general property taxes due and owing for such year.
The taxable value of a Property as a result of the improvements, to the
Properties described herein, must be increased by a minimum of 10% and must
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 (such as
the Self -Supported Municipal Improvement District) that is exempted from treatment as
tax increment financing under the provisions of applicable law. For improved
Properties, the first year in 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 the
improvements and not a prior year for which the assessment is based solely upon the
value of the land or upon the value of the land and a partial value of the improvements,
due to partial completion of the improvements or a partial tax year.
2.1. Minimum Assessment Agreement. Company acknowledges and
agrees that it will pay when due all taxes and assessments, general or special, and all
other lawful charges whatsoever levied upon or assessed or placed against each
Property. Company further agrees that, prior to January 1, 2023, 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 shown on Exhibit "A" ("Minimum
Actual Value"), through:
(i) willful destruction of the Property, 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 the agreement attached as Exhibit "B" concurrently with
execution of this Agreement. The parties agree to cooperate with any reasonable
request by the other party or by the Black Hawk County Assessor to modify such
agreement and this Agreement in order to divide the Minimum Actual Value among
condominium units that may be established upon one or more of the Properties
following completion of Improvements.
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2.2. Effect on Earlier Agreements. The parties agree that they have
previously entered into development agreements (the "Prior Agreements") providing tax
rebates for the following properties that will overlap with benefits provided under this
Agreement:
112-118 E. 4th Street — tax parcels 8913-25-102-011, -012
226-228 E. 4th Street — tax parcels 8913-25-103-001
326-330 E. 4th Street — tax parcels 8913-24-362-001
The parties desire by this Agreement to include said properties in the scope of this
Agreement and, where appropriate, to extend the term of tax rebates. Each Prior
Agreement and its corresponding minimum assessment agreement shall be deemed
terminated as of June 30, 2011, and rebates payable in respect of the 2011/2012 tax
year and thereafter shall be determined with reference to the taxable value that
exceeds the January 1, 2010 value for each property, subject to such conditions and
limitations as may be provided in this Agreement, regardless of any other date fixed by
a Prior Agreement. Each property covered by a Prior Agreement shall be eligible for
payment of rebates for a term equal to ten consecutive years, minus the number of
years for which rebates were paid under a Prior Agreement. For purposes of
illustration, if rebates were paid for two consecutive years under a Prior Agreement,
then rebates may be payable under this Agreement, if eligible, for eight consecutive
years starting with the 2011/2012 tax year.
3. Abatement or Rebatement Funded by Others. The City and the
Company acknowledge that a property tax exemption, abatement, rebatement or similar
program may be implemented and funded by the State of Iowa or other governmental
entities during the term of this Agreement. In the event such a program is established,
the benefits thereof, if any, shall flow to the Company or its successor(s) or assignee(s),
and City agrees to cooperate in good faith with the Company to support Company's
applications for such benefits and to otherwise aid the Company in securing such
benefits.
4. Conversion to Condominiums. The City and *the Company
acknowledge that subdivision and condominium conversion of one or more of the
Properties may occur during the term of this Agreement. The City commits to amend
this Agreement or otherwise work in good faith to ensure that benefits and obligations
under this Agreement are protected.
5. Cooperation towards Correction of Adverse Conditions in Downtown
Alleyways. The City and the Company will work together to rationalize and improve the
safety, appearance and functionality of downtown alleyways both public and private.
Where ownership elements for alleyways are either unknown or held in common the
City will work with any party claiming ownership interest and take steps as needed to
determine who needs to be involved and how improvements can be accomplished,
including, where appropriate, cost -shared assessments, ordinance changes, access
control requirements and other mechanisms. City will engage interested parties and
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develop methodologies to accomplish required improvements in a timely fashion.
Nothing herein obligates the City or any other party to expend funds in any specific
amount or at any specific time.
6. Parking Improvements. City agrees to continue exploration of parking
requirements and improvements in the downtown area, including further investigation
into creating a limited access parking area or areas in the Park Avenue garage and
others either in cooperation with Main Street Waterloo or otherwise. City also agrees to
study locations and placement of parking spaces in each downtown block to maximize
available on -street parking, minimize obstructions to on -street parking and provide "pick
up zones" where appropriate. City also agrees to explore and further investigate the
concept of "free" two-hour parking areas on a revenue -neutral basis with the Company,
other downtown property owners and tenants and Main Street Waterloo. Nothing herein
obligates any party to expend any specific amount of money at any time.
7. 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
documents to be delivered hereunder is and shall be authorized to do so on
behalf of City.
8. 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.
D. Company has full authority to execute this Agreement on behalf of
each separate company affiliated with the Company, and to bind each such
affiliated company to the terms hereof. Affiliated companies include, but are not
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limited to, Four East Village Properties, LLC, Fowler Project, LLC, HQAA-JSA,
LLC, Lincoln Park Building, LLC, MB Rentals, LLC and SycamOrr, LLC.
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 of same, 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, legal representatives,
and future owners of the Property.
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 and each of its exhibits, including but
not limited to the Minimum Assessment Agreement attached hereto as Exhibit "B",
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.
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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 JSA DEVELO MENT, LLC
By:rgt..p
Ernest G. Clark,
Attest:
Suzy Sch ' es, City Clerk
6
s E. Wa sh, Jr.,,.°? anager,
r itself and as m; . ger of Four
East Village Pro s - rties, LLC, Fowler
Project, LLC, HQAA-JSA, LLC,
Lincoln Park Building, LLC, MB
Rentals, LLC and SycamOrr, LLC
EXHIBIT "A"
Legal Description of Improved Property:
See attachment.
JSA Development, LLC and Affiliated Companies
Exhibit A - Downtown Waterloo Parcels
Values as of 1/1/10 and Minimum Assessed Value
Parcel Number Owner/Vendee
Prop Address 1
January 1, Proposed
2010 Total Minimum
Assessed Assesed
Value Value
Change
2010 vs
MAV
Projects in Process or Complete
8913-25-102-024 JSA DEVELOPMENT LLC
8913-26-233-013 JSA DEVELOPMENT LLC
8913-26-233-012 JSA DEVELOPMENT LLC
8913-25-103-001 FOWLER PROJECT L L C
8913-24-359-010 JSA DEVELOPMENT LLC
8913-24-362-011 JSA DEVELOPMENT LLC
8913-24-362-001 JSA DEVELOPMENT LLC
8913-26-232-001 JSA DEVELOPMENT LLC
8913-24-359-001 JSA DEVELOPMENT LLC
8913-26-277-026 MB RENTALS LLC
8913-26-277-027 MB RENTALS LLC
8913-26-277-030 MB RENTALS LLC
8913-26-277-031 MB RENTALS LLC
8913-26-277-032 MB RENTALS LLC
8913-23-480-016 JSA DEVELOPMENT LLC
8913-25-102-003 SYCAM ORR, LLC
Total
128E 4TH ST
217W4TH ST
219W4TH ST
228-226 E 4TH ST
301-303 E 4TH ST
306-310 E 4TH ST
326-330 E 4TH ST
500-504 JEFFERSON ST
510-512 MULBERRY ST
612-616 JEFFERSON ST #1A
612-616 JEFFERSON ST #1B
612-616 JEFFERSON ST #2B
612-616 JEFFERSON ST #2C
612-616 JEFFERSON ST #2D
225 SYCAMORE ST
616-622 and 624 SYCAMORE ST
Projects with Existing Development Agreements (Allowed to Continue)
8913-25-102-011 HQAA JSA LLC
8913-25-102-012 JSA DEVELOPMENT LLC
8913-25-103-018 FOWLER PROJECT L L C
Projects with Future Development Potential
8913-25-103-012 JSA DEVELOPMENT LLC
8913-25-103-013 JSA DEVELOPMENT LLC
8913-24-361-009 FOUR EAST VILLAGE PROPERTIES, LLC
8913-24-361-008 FOUR EAST VILLAGE PROPERTIES, LLC
8913-24-362-016 JSA DEVELOPMENT LLC
8913-26-232-023 JSA DEVELOPMENT LLC
8913-24-359-004 LINCOLN PARK BUILDING, LLC
8913-24-362-025 JSA DEVELOPMENT LLC
8913-24-360-017 JSA DEVELOPMENT LLC
8913-24-362-024 JSA DEVELOPMENT LLC
112-116 E 4TH ST
118 E 4TH ST
220-224 E 4TH ST
206 E 4TH ST
208 E 4TH ST
211-213 E 4TH ST
215-219 E 4TH ST
320-322 E 4TH ST
322-324 W 4TH ST
323-329 E 4th ST
324 E 4TH ST #A
404 E 4TH ST
612-616 MULBERRY ST
99,980
68,420
98,390
305,450
97,200
287,540
173,120
200,360
91,470
65,050
104,330
112,510
44,870
112,510
44,150
169,530
257,940
199,390
188,310
597,060
99,210
397,060
320,000
313,820
168,050
65,050
104,330
112,510
44,870
112,510
246,390
424,850
157,960
130,970
89,920
291,610
2,010
109,520
146,880
113,460
76,580
202,240
255,320
2,074,880 3,651,350 1,576,470
482,390 539,000 56,610
84,570 164,900 80,330
290,820 453,000 162,180
857,780 1,156, 900 299,120
82,690 116,420 33,730
83,200 118,590 35,390
188,000 232,440 44,440
258,700 257,370 (1,330)
209,590 346,390 136,800
160,250 211,520 51,270
234,750 379,130 144,380
76,900 138,670 61,770
600,590 616,480 15,890
128,720 142,480 13,760
2,023,390 2,559,490 536,100
Total 4,956,050 7,367,740 2,411,690
JSA 1 of 1
EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as of
December pal`i"1, 2011, 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 "Downtown Waterloo Urban Renewal and Redevelopment Plan" area
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 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 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 Tess than those shown on Exhibit "A" ("Minimum Actual
Value") until termination of this Agreement. 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 shall be of no further force
and effect and this Agreement shall terminate on December 31, 2023.
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.
The City shall not unreasonably withhold its consent to permit the Company to
contest its taxable valuations in full, commencing with the assessment of January 1,
2024.
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 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:
Ernest G. Clark, Mayor
Aftes&
Suzy Scares, City Clerk
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JSA DEV PMENT, LLC
mes E. Walsh, Jr., Ma ger,
for itself and as managf Four
East Village Properties, LLC, Fowler
Project, LLC, HQAA-JSA, LLC,
Lincoln Park Building, LLC, MB
Rentals, LLC and SycamOrr, LLC
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
On this day of December, 2011, 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 b it and by them vol ntarily executed.
ota Public
STATE OF IOWA
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on
J ' ' h` by James E.
Walsh, Jr., as Manager of JSA Development, LLC., for itself and as manager of Four
East Village Properties, LLC, Fowler Project, LLC, HQAA-JSA, LLC, Lincoln Park
Building, LLC, MB Rentals, LLC and SycamOrr, LLC.
RENEE L. HAMILTON
C: MMISSION NO. 75,582
SStor I
ir
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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, in the aggregate, than those shown on Exhibit "A" hereto, 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 fore me on ,6�/�-oi� by
, Assessor for B ack Hawk County, Iowa.
Notary Public
DEBORAH L. BOECKMANN
IQ COMMISSION NO. 195788
MY cQJ�ty�I6ION ARES
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