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HomeMy WebLinkAboutCentral Property Holdings, LLC --Dev Agmnt-8/7/2017(RECORDED)IIII IU 0 IIO III 101 OH I0I 100 IIll II0 II0 III 0111 IIi Doc ID 008266440013 Type GEN Recorded: 11/01/2017 at 04:05:17 PM Fee Amt: $67.00 Page 1 of 13 Black Hawk County Iowa SANDIE L. SMITH RECORDER F11e2018-00007765 Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50704 Phone (319) 234-5701 DEVELOPMENT AGREEMENT This evelopment Agreement (the "Agreement") is entered into as of 1 , 2017, by and between Central Property Holdings, LLC (the "Company") and the City of Waterloo, Iowa (the "City"). Rodney A. Anderson and Daniel E. Levi are principals of Company and execute the personal guaranty at the end of this Agreement for the purposes stated therein. RECITALS A. City considers economic development 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 is willing and able to undertake, or to cause to be undertaken, the financing and construction of a building and related improvements on property legally described on Exhibit "A (the "Property"), located in the East Waterloo Unified Urban Renewal and Redevelopment Plan Area, formerly known as the Logan Plaza Urban Renewal and Redevelopment Plan Area ("Urban Renewal Area"). C. City believes that the development of the Property 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 project has been undertaken and is being assisted. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Purchase of Property. Company is purchasing the Property from its current owner. Company shall take all steps necessary or advisable to complete the purchase of the Property and to obtain marketable title thereto as promptly as possible. (3 2. Improvements. Company shall construct a new commercial building consisting of no less than 18,000 square feet and related infrastructure, parking and landscaping (collectively, the "Improvements"), all of which shall be located on the Property. The Improvements shall be constructed in accordance with all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. The Property, the Improvements, and all site preparation and development -related work to make the Property usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project". 3. Timeliness of Construction. The parties agree that Company's commitment to cause the Project to be undertaken and the Improvements to be constructed in a timely manner constitutes a material inducement for the City to extend the development incentives provided for in this Agreement, and that without said commitment City would not have done so. Company must begin construction of Improvements on the Property within three (3) years after the date of this Agreement, and construction of Improvements must be completed within twelve (12) months thereafter (the "Project Completion Date"). If Company has not obtained a building permit and begun in good faith the construction of the Improvements on the schedule set forth above, this Agreement may be cancelled at the sole option of City. If development has commenced but is stopped and/or delayed as a result of an act of God, war, civil disturbance, court order, labor dispute, fire, or other cause beyond the reasonable control of Company, the requirement that construction is to be completed by the Project Completion Date shall be tolled for a period of time equal to the period of such stoppage or delay, and thereafter if construction is not completed within the allowed period of extension the City may terminate this Agreement following the failure of Company to diligently undertake construction within thirty (30) days following written notice of default from City to Company. If at any time Company fails to diligently undertake construction and other activities necessary for completion of the Project, then City may terminate this Agreement following the failure of Company to resume and diligently carry on construction within thirty (30) days following written notice of default from City to Company. 4. Development Grant; Contingent Repayment; Security. Concurrently with closing on Company's purchase of the Property, City will provide a payment of $400,000.00 (the "Grant") to assist Company with acquisition of the Property. The payment will be made on Company's behalf to the seller of the Property. If Company fails to complete the Project as required by Sections 2 and 3, then the Grant will be repayable to City in full, with interest thereon at the rate of six percent (6%) per annum, compounded monthly, from and after the date of disbursement and continuing until repaid in full. As security for repayment of the Grant, Company shall either (a) provide a mortgage against the Property to City, which City agrees to subordinate to any mortgage for acquisition or construction financing, or (b) obtain and keep in force one or more performance bonds in the amount of not less than $1,500,000.00 and one or more payment bonds that guarantee the timely payment of all materials, services and labor. If Company elects to maintain performance and payment bonds, then certificates or copies of said bonds shall be delivered to City before City disburses the Grant 2 payment to Company, and until Project completion Company will not do or omit the doing of any act which would vitiate any bond. 5. Utilities. Company will be responsible for extending water, sewer, telephone, telecommunications, electric, gas and other utility services to any location on the Property and for payment of any associated connection fees. 6. Minimum Assessment Agreement. Company acknowledges and agrees that it, or any successor in title to the Property, will pay when due all taxes and assessments, general or special, and all other lawful charges whatsoever levied upon or assessed or placed against the Property. For itself and each of its successors in title to the Property, Company further agrees that, prior to the date set forth in Section 2 of Exhibit "B", neither it nor any successor in title will seek or cause a reduction in the taxable valuation for the Property, which shall be fixed for assessment purposes, below the amount of $1,500,000.00 (the "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. 7. Tax Rebates. Provided that the Improvements have been completed as set forth herein, and provided that Company has executed the Minimum Assessment Agreement as set forth in Section 6, City agrees to rebate property tax annually (with the exceptions noted below) for any taxable value over the January 1, 2016 value of $48,130 for the Property, as follows: Years 1-10 Year11 80% 25% Rebates are payable in respect of a given year only to the extent that general property taxes due and owing for the Property for such year have actually been paid. To receive rebates for a given year, Company must, within twelve (12) months after the tax payment due date, submit a completed rebate request to City on the form provided by or otherwise satisfactory to City, or the rebate will be forfeited at City's option. The first year in which a rebate may be given ("Year 1") shall be the first full year for which the assessment is based on the completed value of the Improvements and not a prior year for which the assessment is based solely on the value of the land or on the value of the land and a partial value of the Improvements, due to partial completion of the Improvements or a partial tax year. 3 The assessed value of the Property as a result of the Improvements 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 that is exempted from treatment as tax increment financing under the provisions of applicable law. 8. Purchase Option. In the event that Company desires to construct an additional project of equivalent or greater value on the Property, and provided that (a) City has acquired title to adjacent properties identified as assessor parcel nos. 8913-24- 308-006 and 8913-24-308-025 (the "Expansion Parcels") and legally described as set forth on Exhibit "A ', then Company shall have an option (the "Option") to purchase the Expansion Parcels for the sum of $1.00, provided that Company shall enter into a minimum assessment agreement with respect to said project that provides for additional value of no less than $500,000.00. The Option may be exercised at any time on or before the fourth (4th) anniversary of the date of this Agreement by delivery of written notice of exercise to City. Within ten (10) days following delivery of the Option notice, the parties shall execute a written purchase agreement in form acceptable to City. Closing shall occur on a date to be agreed upon by the parties following delivery of the Option notice, which date shall be within sixty (60) days of delivery of the Option notice. Other terms and conditions of the closing shall be as specified in the purchase agreement, but in any event shall include as a condition to closing City's determination that Company's plans for additional Improvements satisfy the requirements of this Section and would meet other development criteria substantially similar to the Project criteria set forth in this Agreement. 9. Other City Assistance. City will review the feasibility of allowing additional on -street parking in areas abutting or near the Property. City will also proceed in good faith to evaluate opportunities for appropriate use of additional land for the Project or in support of the Project by means of vacating streets, alleys or public right of way. Any such public lands identified for inclusion in the Project will be vacated and conveyed to Company by required procedures and upon conveyance will be deemed to be included within the provisions of this Agreement and eligible for tax rebates 10. Obligations Contingent. Each and every obligation of City under this Agreement is expressly made subject to and contingent upon City's completion of all procedures, hearings and approvals deemed necessary by City or its legal counsel for amendment of the urban renewal plan applicable to the Property 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 this Agreement shall be deemed canceled and shall be null and void. 11. Representations and Warranties of City. City hereby represents and warrants as follows: 4 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. 12. 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. 13. 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. 14. 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 PO Box 4236 Waterloo, Iowa 50704, facsimile number , Attn: Rodney A. Anderson, Manager, with copy to Eric W. Johnson, Beecher Law Firm, P.O. Box 178, Waterloo, Iowa 50704. 5 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 giving notice by any method set forth in this section. 15. 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. 16. 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. 17. 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. 18. 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. 19. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 20. 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. 21. Entire Agreement. This Agreement 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. 22. 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. [signatures on next page] CITY OF WATERLOO, IOWA CENTRAL PROPERTY HOLDINGS, LLC By: r Quentin M. Hart, Mayor Attest: By: Rod ey A. Anderson, Manager PERSONAL GUARANTY. The undersigned members and/or managers of Company hereby agree for themselves and their heirs, personal representatives, and assigns, to unconditionally guarantee to City, its successors and assigns, the full and prompt performance by Company, its successors and assigns, of all promises and covenants on the part of Company to be performed pursuant to the foregoing Agreement, including but not limited to the duties of indemnity set forth therein, if any. Liability of guarantors hereunder is joint and several. ,' Rod ey A. Anderson Daniel E. Levi 8 EXHIBIT "A" Legal Description of Property Lots 2 and 3 of Waterloo RX First and Franklin Subdivision; And also, Lots 17 and 18 of Block 64 of Cooley Addition; And also, that part of the 20 foot alley as platted in Block 64 of Cooley Addition lying Southeasterly of a Southwesterly extension of the Northwesterly line of Lot 17 of Block 64 of Cooley Addition and lying Northwesterly of a Southwesterly extension of the Southeasterly line of Lot 18 of Block 64 of Cooley Addition, all in the City of Waterloo, Black Hawk County, Iowa. EXHIBIT "B" MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement") is entered into as , 2017, by and among the CITY OF WATERLOO, IOWA ("City"), Central Property Holdings, 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, described in Exhibit "A thereto, located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company will undertake, or cause to be undertaken, the development of an area ("Project") within the East Waterloo Unified Urban Renewal and Redevelopment Plan Area, formerly known as the Logan Plaza Urban Renewal and Redevelopment Plan Area of the City; and WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the Company desire to establish a minimum actual value for the land and the building pursuant to this Agreement and applicable only to the Project, which shall be effective upon substantial completion of the Project 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 buildings as to the Project only; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the improvements (the "Improvements") which the parties contemplate will be erected as a part of the Project. NOW, THEREFORE, the parties hereto, 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, the minimum actual taxable value which shall be fixed for assessment purposes for the land and Improvements to be constructed thereon as a part of the Project shall not be less than $1,500,000.00 (the "Minimum Actual Value") until termination of this Agreement. The parties agree that construction of the Improvements will be substantially completed on or before August 1, 2021. 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, 2039. Nothing herein shall be deemed to waive 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 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 shall pay 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 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: L Quentin M. Hart, Mayo Attest: ),( Kelley Felc STATE OF IOWA e, City Clerk ) ss. COUNTY OF BLACK HAWK On this day of O (- -- , 2017, before me, a Notary Public in and for the State of Iowa, personally appeared Quentin M. Hart and Kelley Felchle, 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. CENTRAL PROPERTY HOLDINGS, LLC By: Roey A. Anderson Manager NANCY HIGBY COMMISSION NO.788229 * MY COMWSSION EXPIRES pow*—Z oI ±C 2 -r Notary Pub,Ii STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) Acknowledged before me on tvc I, cUI7 , by Rodney A. Anderson as Manager of Central Property Holdings, LLC. "` •. BARBARA J MOSTEK COMMISSION NO. 720408 MY COMMISSION EXPIRES JANUARY 15, 2018 • o NO' 3 //) 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 One Million Five Hundred Thousand Dollars ($1,500,000) in the aggregate, until termination of this Minimum Assessment Agreement pursuant to the terms hereof. Asssor for Black Hawk County, Iowa D ate STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) Subscribed and sworn to before me on I 1— \ Koenigsfeld, Assessor for Black Hawk County, Iowa. , by T.J. otary Public TARA JOHNSON stdCommission Number 767467 My Commission Expires ril 5, 2020 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 , 2017, by and between Central Property Holdings, LLC (the "Company") and the City of Waterloo, Iowa (the "City"). Rodney A. Anderson and Daniel E. Levi are principals of Company and execute the personal guaranty at the end of this Agreement for the purposes stated therein. RECITALS A. City considers economic development 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 is willing and able to undertake, or to cause to be undertaken, the financing and construction of a building and related improvements on property legally described on Exhibit "A (the "Property"), located in the East Waterloo Unified Urban Renewal and Redevelopment Plan Area, formerly known as the Logan Plaza Urban Renewal and Redevelopment Plan Area ("Urban Renewal Area"). C. City believes that the development of the Property 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 project has been undertaken and is being assisted. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Purchase of Property. Company is purchasing the Property from its current owner. Company shall take all steps necessary or advisable to complete the purchase of the Property and to obtain marketable title thereto as promptly as possible. 2. Improvements. Company shall construct a new commercial building consisting of no less than 18,000 square feet and related infrastructure, parking and landscaping (collectively, the "Improvements"), all of which shall be located on the Property. The Improvements shall be constructed in accordance with all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. The Property, the Improvements, and all site preparation and development-related work to make the Property usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project". 3. Timeliness of Construction. The parties agree that Company's commitment to cause the Project to be undertaken and the Improvements to be constructed in a timely manner constitutes a material inducement for the City to extend the development incentives provided for in this Agreement, and that without said commitment City would not have done so. Company must begin construction of Improvements on the Property within three (3) years after the date of this Agreement, and construction of Improvements must be completed within twelve (12) months thereafter (the "Project Completion Date"). If Company has not obtained a building permit and begun in good faith the construction of the Improvements on the schedule set forth above, this Agreement may be cancelled at the sole option of City. If development has commenced but is stopped and/or delayed as a result of an act of God, war, civil disturbance, court order, labor dispute, fire, or other cause beyond the reasonable control of Company, the requirement that construction is to be completed by the Project Completion Date shall be tolled for a period of time equal to the period of such stoppage or delay, and thereafter if construction is not completed within the allowed period of extension the City may terminate this Agreement following the failure of Company to diligently undertake construction within thirty (30) days following written notice of default from City to Company. If at any time Company fails to diligently undertake construction and other activities necessary for completion of the Project, then City may terminate this Agreement following the failure of Company to resume and diligently carry on construction within thirty (30) days following written notice of default from City to Company. 4. Development Grant; Contingent Repayment; Security. Concurrently with closing on Company's purchase of the Property, City will provide a payment of $400,000.00 (the "Grant") to assist Company with acquisition of the Property. The payment will be made on Company's behalf to the seller of the Property. If Company fails to complete the Project as required by Sections 2 and 3, then the Grant will be repayable to City in full, with interest thereon at the rate of six percent (6%) per annum, compounded monthly, from and after the date of disbursement and continuing until repaid in full. As security for repayment of the Grant, Company shall either (a) provide a mortgage against the Property to City, which City agrees to subordinate to any mortgage for acquisition or construction financing, or (b) obtain and keep in force one or more performance bonds in the amount of not less than $1,500,000.00 and one or more payment bonds that guarantee the timely payment of all materials, services and labor. If Company elects to maintain performance and payment bonds, then certificates or copies of said bonds shall be delivered to City before City disburses the Grant 2 payment to Company, and until Project completion Company will not do or omit the doing of any act which would vitiate any bond. 5. Utilities. Company will be responsible for extending water, sewer, telephone, telecommunications, electric, gas and other utility services to any location on the Property and for payment of any associated connection fees. 6. Minimum Assessment Agreement. Company acknowledges and agrees that it, or any successor in title to the Property, will pay when due all taxes and assessments, general or special, and all other lawful charges whatsoever levied upon or assessed or placed against the Property. For itself and each of its successors in title to the Property, Company further agrees that, prior to the date set forth in Section 2 of Exhibit "B", neither it nor any successor in title will seek or cause a reduction in the taxable valuation for the Property, which shall be fixed for assessment purposes, below the amount of $1,500,000.00 (the "Minimum Actual Value"), through: (i) either; willful destruction of the Property, Improvements, or any part of (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. 7. Tax Rebates. Provided that the Improvements have been completed as set forth herein, and provided that Company has executed the Minimum Assessment Agreement as set forth in Section 6, City agrees to rebate property tax annually (with the exceptions noted below) for any taxable value over the January 1, 2016 value of $48,130 for the Property, as follows: Years 1-10 Year 11 80% 25% Rebates are payable in respect of a given year only to the extent that general property taxes due and owing for the Property for such year have actually been paid. To receive rebates for a given year, Company must, within twelve (12) months after the tax payment due date, submit a completed rebate request to City on the form provided by or otherwise satisfactory to City, or the rebate will be forfeited at City's option. The first year in which a rebate may be given ("Year 1") shall be the first full year for which the assessment is based on the completed value of the Improvements and not a prior year for which the assessment is based solely on the value of the land or on the value of the land and a partial value of the Improvements, due to partial completion of the Improvements or a partial tax year. 3 The assessed value of the Property as a result of the Improvements 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 that is exempted from treatment as tax increment financing under the provisions of applicable law. 8. Purchase Option. In the event that Company desires to construct an additional project of equivalent or greater value on the Property, and provided that (a) City has acquired title to adjacent properties identified as assessor parcel nos. 8913-24- 308-006 and 8913-24-308-025 (the "Expansion Parcels") and legally described as set forth on Exhibit "A ", then Company shall have an option (the "Option") to purchase the Expansion Parcels for the sum of $1.00, provided that Company shall enter into a minimum assessment agreement with respect to said project that provides for additional value of no less than $500,000.00. The Option may be exercised at any time on or before the fourth (4th) anniversary of the date of this Agreement by delivery of written notice of exercise to City. Within ten (10) days following delivery of the Option notice, the parties shall execute a written purchase agreement in form acceptable to City. Closing shall occur on a date to be agreed upon by the parties following delivery of the Option notice, which date shall be within sixty (60) days of delivery of the Option notice. Other terms and conditions of the closing shall be as specified in the purchase agreement, but in any event shall include as a condition to closing City's determination that Company's plans for additional Improvements satisfy the requirements of this Section and would meet other development criteria substantially similar to the Project criteria set forth in this Agreement. 9. Other City Assistance. City will review the feasibility of allowing additional on -street parking in areas abutting or near the Property. City will also proceed in good faith to evaluate opportunities for appropriate use of additional land for the Project or in support of the Project by means of vacating streets, alleys or public right of way. Any such public lands identified for inclusion in the Project will be vacated and conveyed to Company by required procedures and upon conveyance will be deemed to be included within the provisions of this Agreement and eligible for tax rebates 10. Obligations Contingent. Each and every obligation of City under this Agreement is expressly made subject to and contingent upon City's completion of all procedures, hearings and approvals deemed necessary by City or its legal counsel for amendment of the urban renewal plan applicable to the Property 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 this Agreement shall be deemed canceled and shall be null and void. 11. Representations and Warranties of City. City hereby represents and warrants as follows: 4 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. 12. 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. 13. 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. 14. 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 PO Box 4236 Waterloo, Iowa 50704, facsimile number , Attn: Rodney A. Anderson, Manager, with copy to Eric W. Johnson, Beecher Law Firm, P.O. Box 178, Waterloo, Iowa 50704. 5 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 giving notice by any method set forth in this section. 15. 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. 16. 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. 17. 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. 18. 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. 19. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 20. 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. 6 21. Entire Agreement. This Agreement 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. 22. 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. [signatures on next page] CITY OF WATERLOO, IOWA CENTRAL PROPERTY HOLDINGS, LLC By: nk✓t By: Quentin M. Hart, Mayr Rod ey A. Anderson, Manager Attest: Kelley Felchl, City Clerk PERSONAL GUARANTY. The undersigned members and/or managers of Company hereby agree for themselves and their heirs, personal representatives, and assigns, to unconditionally guarantee to City, its successors and assigns, the full and prompt performance by Company, its successors and assigns, of all promises and covenants on the part of Company to be performed pursuant to the foregoing Agreement, including but not limited to the duties of indemnity set forth therein, if any. Liability of guarantors hereunder is joint and several. ney . Anderson DanieTE. Levi 8 EXHIBIT "A' Legal Description of Property Lots 2 and 3 of Waterloo RX First and Franklin Subdivision; And also, Lots 17 and 18 of Block 64 of Cooley Addition; And also, that part of the 20 foot alley as platted in Block 64 of Cooley Addition lying Southeasterly of a Southwesterly extension of the Northwesterly line of Lot 17 of Block 64 of Cooley Addition and lying Northwesterly of a Southwesterly extension of the Southeasterly line of Lot 18 of Block 64 of Cooley Addition, all in the City of Waterloo, Black Hawk County, Iowa. EXHIBIT "B" MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement") is entered into as \\ j , 2017, by and among the CITY OF WATERLOO, IOWA ("City''), Central Property Holdings, 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, described in Exhibit "A " thereto, located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company will undertake, or cause to be undertaken, the development of an area ("Project") within the East Waterloo Unified Urban Renewal and Redevelopment Plan Area, formerly known as the Logan Plaza Urban Renewal and Redevelopment Plan Area of the City; and WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the Company desire to establish a minimum actual value for the land and the building pursuant to this Agreement and applicable only to the Project, which shall be effective upon substantial completion of the Project 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 buildings as to the Project only; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the improvements (the "Improvements") which the parties contemplate will be erected as a part of the Project. NOW, THEREFORE, the parties hereto, 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, the minimum actual taxable value which shall be fixed for assessment purposes for the land and Improvements to be constructed thereon as a part of the Project shall not be Tess than $1,500,000.00 (the "Minimum Actual Value") until termination of this Agreement. The parties agree that construction of the Improvements will be substantially completed on or before August 1, 2021. 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, 2039. Nothing herein shall be deemed to waive 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 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 shall pay 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 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: 5✓CSL 1 Quentin M. Hart, Mayor Attest: elley Fe ch : , ity Clerk STATE OF IOWA ) ss. COUNTY OF BLACK HAWK ) On this , day of , 2017, before me, a Notary Public in and for the State of Iowa, personally appeared Quentin M. Hart and Kelley Felchle, 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. CENTRAL PROPERTY HOLDINGS, LLC By: Rodney A. Anderson Manager 0.,,AL NANCY HIGBY ,;;:`. - COMMISSION NO.788229 " * MY COMMISSION EXPIRES ioWp o{ 3 c)i-•l F'. 2 Nota Pu c -r ry STATE OF IOWA ) ss. COUNTY OF BLACK HAWK Acknowledged before me on 3I -/A4 7. aW 7 , by Rodney A. Anderson as Manager of Central Property Holdings, LLC. BARBARA J MOSTEK COMMISSION NO. 720408 MY COMMISSION EXPIRES JANUARY 15, 2018 3 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 Tess than One Million Five Hundred Thousand Dollars ($1,500,000) in the aggregate, until termination of this Minimum Assessment Agreement pursuant to the terms hereof. STATE OF IOWA ) ss. COUNTY OF BLACK HAWK sor for Black Hawk County, Iowa Date Subscribed and sworn to before me on I— , by T.J. Koenigsfeld, Assessor for Black Hawk County, Iowa. • Jrtii TARA JOHNSON Commission Number 767467 My Commission Expires n,y�r April 5, 2020