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HomeMy WebLinkAboutKWWL Television, Inc - 6/24/2013 RECORDEDPagel of 19 111111 I1IIIIIII1111111111111111IIII 1111111 11 n.60, tatIlot) Prepared by Christopher S. Wendland, P.O. Box 596 Waterloo, IA 50703. DEVELOPMENT AGREEMENT Doc ID. 005580210019 Type: GEN Recorded 09/23/2014 at 08:14040 AM Fee Amt: $97.00 Page 1 of 19 Black Hawk County Iowa JUDITH A MCCARTHY RECORDER F11e2015 00005218 /3•:(y- 379. 6o7 319-234-5701 This Development Agreement (the "Agreement") is entered into as of L. PL, 6 -1''f` 2013, by and between KWWL Television, Inc (the "Company") and the City of Waterloo, Iowa (the "City"). RECITALS 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 Company is willing and able to finance and rehabilitate a building and related improvements on property located in the Logan Urban Renewal Area. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Development Property. Company is the owner of a 4-story structure located on real property described on Exhibit "A" attached hereto (the 'Property"). Company also owns adjacent land that is currently used primarily for parking, which properties are described on Exhibit "B' attached hereto (the "Company Lots"). The Company will undertake the Project (defined below) upon the Property, and reconfigure, re -stripe, and otherwise improve the Company Lots as provided elsewhere in this Agreement. 2. Improvements by Company. Company shall renovate the first two (2) floors of the building and make improvements for its news media production and office space at a minimum investment of $2,500,000 and Company also shall install an , elevator to service all floors of the building, construct a new garage, and make parking lot improvements (all of the foregoing renovations and improvements are collectively referred to as the 'Improvements'). 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 Company Lots the Improvements, and all site preparation and development -related work to make the Property and Company Lots usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project". Company shall commence Improvements within one hundred twenty (120) days after receiving notification of the award of the historic tax credits and brownfield/grayfield tax credits referred to in Section 3 below and shall substantially complete the Project within eighteen (18) months after such notification. File Number: 2015-00005218 Seq: 1 Page 2 of 19 3. City Activities in Aid of Project. A. Rebates. City shall provide property tax rebates as further set forth in Section 5 below. B. Assessment grants. If the Project requires testing for hazardous substances or petroleum products City will make EPA assessment grant funds available at no cost to Company C. Property acquisition from American Legion. The parties acknowledge that Becker -Chapman Post #138 of the American Legion (the "Legion") owns real property in the same block as the Property, as described on Exhibit "C" attached hereto (the "Legion Property"). City agrees to negotiate in good faith with the Legion for purchase of the Legion Property. If City acquires title to the Legion Property, City agrees to demolish the existing structure thereon, remove demolition debris, be responsible for all costs associated with remediation of environmental issues, and level the site to grade, all at its own cost and expense. City will not be obligated to take up any parking lot paving. City will act with diligence so that it can convey the Legion Property, prepared as just described for Company's further improvement activities, to Company no later than August 31, 2014, for the sum of $1.00. Company acknowledges that the Legion is under no duty to sell the Legion Property nor to sell it for a fair price. City shall not be obliged to purchase the Legion Property for a price that exceeds 125% of appraised value. D. Acquisition of Company Lots. City grants to Company the option to require that City purchase any one or more of the Company Lots, which option may be exercised by Company no later than October 31, 2018, by delivery of written notice to City. Company may exercise the option in whole or in part at any time or from time to time. The purchase price shall be the greater of (a) fair market value as determined by independent appraisal, or (b) as to Lot 1 $100,000 as to Lot 2, $50,000, and as to Lot 3, $50,000 (Lots 1 2 and 3 are identified as such on Exhibit `B"). As promptly as reasonably possible following exercise of the option, the parties shall enter into a written purchase agreement substantially in the form attached hereto as Exhibit "D". As to any Company Lot purchased by City, City agrees offer such lot back to Company for lease by Company, and not for Company's sublease to any third party, on terms to be negotiated by the parties in good faith. E Acquisition of upper floors. City grants to Company the option to require that City purchase the third and fourth floors of Company's building on the Property for a sum to be determined by appraisal. The appraisal may be for the premises in their existing condition or in the condition anticipated to exist following further work by Company before conveyance to City. Company shall exercise the option no later than October 31, 2014, by delivery of written notice to City Company shall submit the Property to a horizontal property (condo) regime before the City shall be obliged to complete the purchase, however all cost associated with this conversion pursuant to Iowa Code §499B 20 attributable to the third and fourth floors if any, shall be at City expense. If the third and fourth floors are not in compliance with said section as of the time either party desires to establish the condo regime then City agrees to 2 File Number: 2015-00005218 Seq: 2 19 grant a variance to and waive the requirements of Chapter 13, Title 9 of the Waterloo Code of Ordinances applicable to condominium conversions; provided, however, that improvements made to the third and fourth floors must comply with all applicable building codes and ordinances. The parties acknowledge that the third and fourth floors are likely to be renovated for residential use, and Company agrees to work with City, or its transferee or successor in interest, in good faith and with diligence to address issues pertinent to the project and the Intended use, including but not limited to access for design and construction purposes, access for tenants, trash disposal reconfiguration of plumbing, electrical and HVAC systems, and parking. F. Tax credit assistance. City agrees to support Company's applications for enterprise zone credits federal and state historic tax credits ("HTCs"), and brownfieid/grayfield tax credits ("BGTCs') and to assist Company in making application for such credits. City will retain a qualified consultant at City s expense to provide supplemental assistance for the application process. Company hereby represents that it will be unable to undertake the Project unless HTCs and BGTCs are awarded. Company acknowledges that certain applications have strict deadlines for submittal and response, and Company therefore agrees to cooperate fully and promptly, and to direct all of its contractors, consultants and agents to provide such cooperation, with all requests of City's consultant or its agents to provide information and assistance necessary for completion and processing of applications. City makes no promise or representation that Company s applications will be successful at all or to any extent. Notwithstanding anything to the contrary above, if Company elects not to proceed with the Project after receiving an award of HTCs and BGTCs it shall promptly notify City of such election in wnting and, within 180 days thereafter, shall reimburse City in full for any consultant costs and expenses incurred by City or its consultant up to the date of receiving said notice from Company. 4 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 the Property and the Company Lots. Company further agrees that, prior to the date set forth in Section 2 of Exhibit "E," it will not seek or cause a reduction in the taxable valuation for the Property and Company Lots, which shall be fixed for assessment purposes, below the aggregate amount of $1,800,000 ("Minimum Actual Value"), through: (i) willful destruction of the Property, Company Lots, 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 "E" at closing. 3 File Number: 2015-00005218 Seq: 3 Page 4 of 19 5 Property Tax Rebates. Provided that Company has completed the Improvements as set forth herein and has executed the Minimum Assessment Agreement as set forth in Section 4, the City agrees to rebate property taxes (with the exceptions noted below) as follows: 70% rebate for each of Years One through Ten, inclusive, for any taxable value over the January 1, 2010 values set forth below: Property Lot 1 Lot 2 Lot 3 $677,900 70,170 27,600 31,200 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. 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, otherwise Company will forfeit its right to a rebate for that year. The taxable 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. 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 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. 6. 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. 7. 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. 4 File Number: 2015-00005218 Seq: 4 Page 5 of i9 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 marketable title to the Property and the Company Lots, free and clear of all liens, claims or encumbrances of any type or nature, except such mortgage(s) as Company may have consensually given. 8. 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 and would not have offered the substantial Project incentives described herein 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. 9. 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 517 E Larkspur Lane, Onalaska, WI 54650, facsimile number 608-783-4060, Attn: Director of Business Administration, with copy to 500 East 4th Street, Waterloo, IA 50703, Attn: General Manager. 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 5 File Number: 2015-00005218 Seq: 5 Page 6 of 19 10 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. 11. 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. Notwithstanding anything to the contrary, the parties both understand the Project is contingent upon various tax credits (Section 2). In the event the tax credits are delayed, the parties agree to work together to modify this Agreement as to the timeline for Improvements (Section 2), minimum assessment period (Section 4) and property tax rebate period (Section 5), it being the parties' intent that the minimum assessment period and property tax rebate period each run for a period of 10 years following completion of the Improvements. 12. 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. 13. 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: 14. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 15. 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. 16. Entire Agreement. This Agreement, together with the Minimum Assessment Agreement attached hereto as Exhibit "D' , constitutes the entire agreement of the parties and supersedes all prior or contemporaneous negotiations, discussions, 6 File Number: 2015-00005218 Seq: 6 Page 7 of'19 understandings, or agreements, whether oral or written, with respect to the subject matter hereof. 17. 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. CITY OF TERLOO, IOWA KWWL TELE ISION INC. By Ernest G.,Clark, Mayor • Atte&f<ltti S;uky.$ch:fps, City Clerk • - 1 4. r: tt COT { * • .1 4 7 By: �%� Title: b r2e�. Q. oBachESS �n File Number: 2015-00005218 Seq: 7 Page 8 of 19 EXHIBIT "A" Legal Description of Property The Northwesterly 10 feet in width of Lots 8 and 9, and all of Lots 7 and 10, in Block 60 in the Cooley Addition to the City of Waterloo, Black Hawk County, Iowa. (Assessor parcel 8913-24-379-007) File Number: 2015-00005218 Seq: 8 Page 9 of 99 Lot 1: EXHIBIT "B" Legal Description of Company Lots Lots 2 3, 6, the Northwesterly 60 feet of Lot 1, and the Northeasterly 50 feet of the Northwesterly 60 feet of Lot 4, all in Block 60 in the Cooley Addition to the City of Waterloo, Black Hawk County, Iowa (assessor parcels 8913-24- 379-001 and -002) Lot 2: Lots 8 and 9, except the Northwesterly 65 feet thereof and except that part of Lot 9, described as follows: Beginning at a point on the Southeasterly line of said Lot 9, which point is 10 feet Northeast of the Southerly corner of said Lot 9; thence Southwest to the Southerly corner of said Lot 9; thence Northwest along the Southwest line of said Lot 9, 10 feet; thence East to the point of beginning; And also except the Southwesterly 5.5 feet of the Southeasterly 20 feet of said Lot 9; All in Block 60 in the Cooley Addition to the City of Waterloo, Black Hawk County, Iowa, (assessor parcel 8913-24-379-011) Lot 3: The Southeasterly 95 feet of Lots 8 and 9 except that part of said Lot 8 lying East of the West line of East Fourth Street deeded to the City of Waterloo, Iowa in X TLD 485; And a part of Lot 1 commencing at a point on the Northeasterly line of said Lot 8 that is 55 feet Southeasterly from the most Northerly corner of said Lot 8; thence Northeasterly along a line drawn at right angles to the Northeasterly line of said Lot 8, 60 feet; thence Southeasterly along a line that is parallel with the Northeasterly line of said Lot 8 to the West line of East Fourth Street; thence South along the West line of East Fourth Street to the Northeasterly line of said Lot 8; thence Northwesterly along the Northeasterly line of said Lot 8 to the point of beginning; All in Block 61 in the Cooley Addition to the City of Waterloo, Black Hawk County, Iowa. (assessor parcel 8913-24 355-003) File Number: 2015-00005218 Seq: 9 Page 10 of 19 EXHIBIT "C" Description of Legion Property COOLEY ADDITION SW 40 FT NW 25 LOT 5 BLK 60 SE 55 FT NW 65 FT LOT 8 BLK 60 SE 55 FT NW 65 FT LOT 9 BLK 60 AND EASE B 615 P 279 COOLEY ADDITION SW 20 FT SE 90 FT LOT 4 BLK 60 SW 10 FT NW 60 FT LOT 4 BLK 60 AND LOT 5 BLK 60 EXC NW 25 FT SW 40 FT File Number: 2015-00005218 Seq: 10 Page 11 of 19 EXHIBIT "D" Form of Purchase Agreement REAL ESTATE PURCHASE AGREEMENT (NONRESIDENTIAL) TO: KWWL Television, Inc. ("Seller") FROM: City of Waterloo Iowa ("Buyer") Buyer hereby offers to buy, and the Seller by its acceptance agrees to sell, the real property situated in Waterloo, Black Hawk County, Iowa, locally known as Iegally described as per the abstract of title consisting of assessor parcel no(s). ; together with any easements and appurtenant servient estates, but subject to any reasonable easements of record for public utilities or roads, any zoning restrictions customary restrictive covenants and mineral reservations of record, if any, herein referred to as the "Property," upon the following terms and conditions: 1. EARNEST MONEY AND PURCHASE PRICE. The Purchase Price shall be $ , of which $ is on deposit with the law firm of Clark Butler, Walsh & Hamann, to be held in trust. The entire Purchase Price shall be due and payable in full at closing If this Agreement is not accepted by Seller or if it is rescinded by Buyer for failure of title or any other reason provided for in this Agreement, then the earnest money held in trust shall be returned to Buyer 2. POSSESSION AND CLOSING. Possession of the Property shall be delivered to Buyer at closing. Closing shall occur at City Hall, 715 Mulberry Street, Waterloo, within thirty (30) days after approval of this Agreement by the Waterloo City Council, subject to satisfaction of any conditions stated in this Agreement. 3. REAL ESTATE TAXES. Seller shall pay taxes prorated to the closing date in accordance with the provisions of Iowa Code § 427 2, and any unpaid real estate taxes payable in prior years, either paying Buyer, or giving Buyer a credit, for all of such taxes. Buyer shall pay all subsequent real estate taxes. 4. SPECIAL ASSESSMENTS. Seller shall pay at time of closing all installments of special assessments which are a lien on the Property as of closing or which can be verified to be owing as of the closing date but are not yet certified as a lien Buyer shall pay all other special assessments or installments. 5. RISK OF LOSS AND INSURANCE. Seller agrees to maintain existing insurance to the date of closing and shall bear the risk of loss or damage to the Property to the date of closing. In the event of substantial damage or destruction prior to closing, the Buyer shall have the option to complete the closing and receive insurance proceeds regardless of the extent of damages or to deelai e this Agreement null and void. File Number: 2015-00005218 Seq: 11 Page 12 of 19 6. FIXTURES Included with the Property shall be all fixtures that integrally belong to, are specifically adapted to or are a part of the real estate, whether attached or detached. The following items shall not be included: 7. CONDITION OF PROPERTY. The Property as of the date of this Agreement, including buildings, grounds, and all improvements will be preserved by the Seller in its present condition until closing, ordinary wear and tear excepted. Seller sells the Property "AS IS" and makes no warranties, expressed or implied, as to the condition of the Property. Within 30 days after the acceptance of this Agreement, Buyer may, at its sole expense, have the property inspected by a person or persons of its choice to determine if there are any environrnental or other deficiencies. Seller shall cooperate in providing reasonable access to Buyer's inspectors. Within this same period, the Buyer may notify the Seller in writing of any deficiency. The Seller shall immediately notify the Buyer in writing of what steps, if any, the Seller will take to correct any deficiencies before closing. The Buyer shall then immediately in writing notify the Seller that (1) such steps are acceptable, in which case this Agreement, as so modified, shall be binding upon all parties; or (2) that such steps are not acceptable in which case this Agreement shall be null and void, and any earnest money shall be returned to Buyer. 8. ABSTRACT AND TITLE. Seller at its expense, shall obtain from the Black Hawk County Abstract & Title an abstract of title to the Property continued through a date that is within thirty (30) days of the closing and shall deliver it to Buyer's attorney for examination It shall show marketable title in Seller in conformity with this Agreement, Iowa law, and title standards of the Iowa State Bar Association. The Seller shall make every reasonable effort to promptly perfect the title. If closing is delayed due to Seller s inability to provide marketable title, this Agreement shall continue in force and effect until either party rescinds the Agreement after giving ten days' written notice to the other. party. The abstract shall become the property of Buyer when the Purchase Price is paid in full. Seller shall pay the costs of any additional abstracting and title work due to any act or omission of Seller, including transfers by or the death of Seller or its assignees 9. SURVEY. Buyer may, at Buyer's expense, have the Property surveyed and certified by a registered land surveyor prior to closing if a survey is required by law. If the survey shows an encroachment on the Property or if any improvements located on the Property encroach on lands of others, the encroachments shall be treated as a title defect. 10. ENVIRONMENTAL MATTERS. A. Seller warrants to the best of its knowledge and belief that there are no abandoned wells, solid waste disposal sites, hazardous wastes or substances, or underground storage tanks located on the Property, the Property does not contain levels of radon gas, asbestos, or urea -formaldehyde foam insulation which require iemediation under current governmental standards, and Seller has done nothing to contaminate the Property with hazardous wastes or substances. Seller warrants that the property is not subject to any local, state, or federal 2 File Number: 2015-00005218 Seq: 12 Page 13 of 19 judicial or administrative action, investigation or order, as the case may be, regarding wells, solid waste disposal sites, hazardous wastes or substances, or underground storage tanks. Any exceptions to the warranties set forth above are fully described on a separate addendum attached hereto. B. Seller hereby represents that, to the best of its knowledge and belief, there is no active or abandoned septic tank or septic system on the property, except as described here: C. Buyer may, at Buyer's expense, have the Property inspected further for the existence of any hazardous materials, substances, or wastes Seller shall cooperate in providing reasonable access to Buyer s inspectors and engineers. If hazardous rnatetials, substances, or wastes ate discovered on the Property, Buyer's obligation hereunder shall be contingent upon the removal of such materials substances, conditions or wastes or other resolution of the matter reasonably satisfactory to Buyer. However, in the event Seller is required to expend any sum in excess of $1 000 to remove any hazardous materials, substances, conditions or wastes, Seller shall have the option to cancel this transaction and refund to Buyer all earnest money paid and declare this Agreement null and void. The expense of any action necessary to remove or otherwise make safe any hazardous maternal, substances, conditions or waste shall be paid by Seller, subject to Seller's right to cancel this transaction as provided above. 11. DEED. Upon payment of the Purchase Price, Seller shall convey the Property to Buyer by warranty deed free and clear of all liens, restrictions, and encumbrances except as provided in this Agreement. General warranties of the title shall extend to the time of delivery of the deed excepting liens and encumbrances suffered or permitted by Buyer 12. JOINT TENANCY IN PROCEEDS AND IN REAL ESTATE. If Seller, immediately preceding acceptance of the offer, holds title to the Property in joint tenancy with full rights of survivorship and the joint tenancy is not later destroyed by operation of law or by acts of the Seller, then the proceeds of this sale, and any continuing or recaptured rights of Seller in the Property, shall belong to Seller as joint tenants with full rights of survivorship and not as tenants in common; and Buyers in the event of death of any Seller agree to pay any balance of the price due Seller under this contract to the surviving Seller and to accept a deed from the surviving Seller consistent with Paragraph 15. 13. JOINDER BY SELLER'S SPOUSE. N/A. 14. STATEMENT AS TO LIENS. If Buyer intends to assume or take subject to a lien on the Property, Seller shall furnish Buyei with a written statement prior to closing from the holder of such lien, showing the correct balance due. 15. USE OF PURCHASE PRICE. At time of settlement, funds of the Purchase Price may be used to pay taxes and other liens and to acquire outstanding interests, if any, of others. 3 File Number: 2015-00005218 Seq: 13 Page 14 of 19 16. 1031 EXCHANGE. N/A. 17. APPROVAL OF COURT. N/A. 18. REMEDIES OF THE PARTIES. A. If Buyer fails to timely perform this Agreement, Seller may forfeit it as provided in the Iowa Code (Chapter 656), and all payments made shall be forfeited; or, at Seller's option, upon thirty days written notice of intention to accelerate the payment of the entire balance because of Buyer's default (during which thirty days the default is not corrected), Seller may declare the entire balance immediately due and payable. Thereafter this Agreement may be foreclosed in equity and the Court may appoint a receiver. B. If Seller fails to timely perform this Agreement, Buyer has the right to have all payments made returned to it, or Buyer may require specific perfoiniance by Seller. C. Buyer and Seller are also entitled to utilize any and all other remedies or actions at law or in equity available to them, and the prevailing parties shall also be entitled to obtain judgment for costs and attorney fees. 19. NOTICE. Any notice under this Agreement shall be in writing and be deemed served when it is delivered by personal delivery or mailed by certified mail addressed to the parties at the addresses given below. Seller: KWWL Television Inc. 517 E. Larkspur Lane Onalaska, WI 54650 Attn: Director of Business Administration With copy to: KWWL Television, Inc. 500 East 4111 Street Waterloo, IA 50703 Attn: General Manager Buyer: City of Waterloo 715 Mulberry Street Waterloo, IA 50703 Attn. Community Planning & Development Director 20. GENERAL PROVISIONS. In the performance of each part of this Agreement, time shall be of the essence. Failure to promptly assert rights herein shall not, however, be a waiver of such rights or a waiver of any existing or subsequent default. This Agreement shall apply to and bind the successors in interest of the parties This Agreement shall survive the closing This Agreement contains the entire agreement of the parties and shall not be amended except by a written instrument duly signed by Seller and Buyer. Paragraph headings are for convenience of 4 File Number: 2015-00005218 Seq: 14 eage 15 of 19 reference and shall not limit or affect the meaning of this Agreement. Words and phrases herein shall be construed as in the singular or plural number, and as masculine feminine or neuter gender according to the context. 21. NO REAL ESTATE AGENT OR BROKER. Neither party has used the service of a real estate agent or broker in connection with this transaction. 22. ADDITIONAL PROVISIONS. A. The parties acknowledge that Buyer is acquiring the Property for economic development purposes. Buyer's lights and duties under this Agreement are assignable to any person or entity that will further the economic development objectives contemplated by Buyer. B. Special contingencies to effectiveness of Agreement. Notwithstanding any signatures below by representatives of Buyer, this Agreement is expressly subject to approval by the city council of Buyer. 23. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the parties, superseding all prior or contemporaneous understandings, negotiations, discussions, or agreements between the parties with respect to the subject matter hereof. 24. ACCEPTANCE. When accepted, this Agreement shall become a binding contract. It not accepted by Seller on or before , this Agreement shall be mill and void. Dated sJO(\Q , 9013 Accepted by Seller BUYER SELLER City of Waterloo, Iowa KWWL Television Inc. By Mayor • • 5 By: Title: File Number: 2015-00005218 Seq: 15 Page 16 of 19 EXHIBIT "E" MINIMUM ASSESSMENT AGREEMENT J This Minimum Assessment Agreement (the 'Agreement') is entered into as of Jwx .Zhu , 2013, by and among the CITY OF WATERLOO, IOWA ("City"), KWWL TELEVISION, INC. ("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 "Development Agreement') regarding certain real property, described in Exhibits 'A" and "B" thereto, located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Developer will undertake the development of an area (' Project") within the City and within the "Logan Urban Renewal Area"; and WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the Developer desire to establish a minimum actual value for the land and the building(s) 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 by the Developer, 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 Project shall not be less than $1 800 000 ("Aggregate Minimum Actual Value") until termination of this Agreement, allocated among Project parcels as follows (as each of such terms is defined in the Development Agreement): Property Lot 1 Lot 2 Lot 3 $1,671,000 $ 70,200 $ 27,600 $ 31,200 File Number: 2015-00005218 Seq: 16 Page 17 of 19 The parties agree that construction of the Improvements will be substantially completed on or before December 31, 2014. The parties acknowledge that the Developer may sell certain portions of the Project property to the City pursuant to the Development Agreement and agree that in the event of such sale they will amend this Minimum Assessment Agreement to exclude those portions sold and to reduce the Aggregate Minimum Actual Value accordingly. 2. The Aggregate Minimum Actual Value herein established shall be of no further force and effect and this Minimum Assessment Agreement shall terminate, on December 31, 2023. Nothing herein shall be deemed to waive the Developer 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 Aggregate Minimum Actual Value established herein In no event, however, shall the Developer seek or cause the reduction of the actual value assigned below the Aggregate 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, 2024. 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. CITY OF WATERLOO, IOWA By KWWL TELEVISION INC. (Si By*l Ernest G. Clark, Mayor Attesfi • • • ciZ res, City Clerk Title: tese,*„...cs- gactinvAsk File Number: 2015-00005218 Seq: 17 Page 18 of 19 STATE OF IOWA ) ss. COUNTY OF BLACK HAWK On this is_ day of ,IANC-• , 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. TIM ANDERA COMMISSION NO.772518 MY COMMISSION EXPIRES N1 11, 2015 Notary Public STATE OF ) ) ss. COUNTY OF ) Acknowledged before me on , 2013 by as of KWWL Television Inc. 3 Notary Public File Number: 2015-00005218 Seq: 18 Page 19 of 19 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 Eight Hundred Thousand Dollars ($1,800,000). ssessor or Black Ha k County, Iowa Date STATE OF IOWA ) ss. COUNTY OF BLACK HAWK ) 0i41 Ts/ Kctenpgs> id Subscribed and sworn to before me on — `% 12oas by Tat i Murna:Flgrrd Assessor for Black Hawk County, Iowa. Viet Notary Public ✓�../,�,..�.-- "` DEBORAH 1. BOECKMANN MY COMMISSION NO 195788 MY CO IS ION EXPIRES owe File Number: 2015-00005218 Seq: 19 I