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Home My WebLink AboutIowa Department of Economic Development-10.15.2007 /o-1.-67 IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT HOUSING ENTERPRISE ZONE PROGRAM AGREEMENT EZ AGREEMENT NUMBER: 08-HEZ-014 APPLICATION APPROVAL DATE: September 4, 2007 AGREEMENT EFFECTIVE DATE: September 4, 2007 ENTERPRISE ZONE NAME: Black Hawk County, Waterloo EZ-4 ZONE EXPIRATION DATE: February 18, 2009 THIS ENTERPRISE ZONE AGREEMENT is made by and among the Iowa Department of Economic Development, 200 East Grand Avenue, Des Moines, Iowa 50309 ("Department"or"IDED"), City of Waterloo, 715 Mulberry St, Waterloo, IA 50703 50702-2155, ("Community") and Cedar Valley Colonial Apartments, LLC, 13600 Parker RD, Homer Glen, IL 60491, ("Housing Business"). WHEREAS, the purpose of the Enterprise Zone Program is to promote new economic development in economically distressed areas; and WHEREAS, the Community has designated and the Department has certified the Enterprise Zone identified above; and WHEREAS, eligible housing businesses with projects located in a certified Enterprise Zone are authorized under this program to receive certain tax incentives and assistance; and WHEREAS, the Enterprise Zone Commission responsible for the above-identified Zone has recommended approval and the Department has found the Housing Business' application to be consistent with the Act's eligibility requirements; and NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, it is agreed as follows: ARTICLE I DEFINITIONS As used in this Agreement, the following terms shall apply: 1.1 "Act" means 2005 Iowa Code sections 15E.191 through 15E.196 as amended by 2005 Iowa Acts, House File 857 and House File 882. 1.2 "Administrative Rules" means 261 Iowa Administrative Code, chapter 59. 1.3 "Agreement Effective Date" means the date this Agreement becomes effective and the Housing Business is authorized to receive program benefits. 1.4 "Agreement Expiration Date"means the date this Agreement ceases to be in force and effect. This Agreement shall remain in effect until IDED receives written verification that all 25 units have been certified for occupancy. 1.5 "Application Approval Date" means the date, as identified above, on which the Director or Director's designee of the IDED approved the Housing Business' Enterprise Zone application. 1.6 "Board"means the IDED Board. 1.7 "Commission"or "Enterprise Zone Commission" means the Enterprise Zone commission established by the Community responsible for the certified Enterprise Zone. HEZ Format revised 10/2005 • EZ Agreement#08-HEZ-014 Page 3 business assisted in a brownfield site as defined in section 291 or in a blighted area as defined in section 403.17. (b) Refund Of Sales, Service And Use Taxes Paid To Contractors Or Subcontractors. The Housing Business is eligible for a refund of sales, service and use taxes paid by an eligible business, including an eligible business acting as a contractor or subcontractor as authorized in Iowa Code section 15.331A. (i) The Housing Business may apply for a refund of the sales and use taxes paid under Iowa Code chapters 422 and 423 for gas, electricity, water or sewer utility services, goods, wares, or merchandise, or on services rendered, furnished, or performed to or for a contractor or subcontractor and used in the fulfillment of a written contract relating to the construction or rehabilitation of the units within the Enterprise Zone. (ii) Taxes attributable to intangible property and furniture and furnishings shall not be refunded. To receive a refund of the sales, service and use taxes paid to contractors or subcontractors, the Housing Business must, within one year after Project Completion, make an application to the IDR. 2.2 Duration Of Benefits. The Enterprise Zone designation shall remain in effect for ten years following the date of certification. Any state incentives or assistance that may be conferred must be conferred before the designation expires. However, the benefits of the incentive or assistance may continue beyond the expiration of the Enterprise Zone designation. ARTICLE III REPRESENTATIONS AND WARRANTIES OF BUSINESS To induce the Department and the Community to authorize Enterprise Zone benefits referred to in this Agreement, the Housing Business represents, covenants and warrants that: 3.1 Authority. The Housing Business is a corporation duly organized and validly existing under the laws of its state of incorporation and is in good standing, and has complied with all applicable laws of the State of Iowa. The Housing Business is duly authorized and empowered to execute and deliver this Agreement. All action on the Housing Business' part(e.g. where required, appropriate resolution of its Board of Directors)for the execution and delivery of this Agreement, has been effectively taken. 3.2 Business Information. All written financial statements and related materials concerning the Housing Business and the Project provided to the Department and the Community are true and correct in all material respects and completely and accurately represent the subject matter thereof as of the effective date of the statements and related materials, and no material adverse change has occurred since that date. 3.3 Application. The contents of the application the Housing Business submitted to the Department for Enterprise Zone program benefits (Attachment A) is a complete and accurate representation of the Housing Business and the Project as of the date of submission and there has been no material adverse change in the organization, operation, business prospects, fixed properties or key personnel of the Housing Business since the date the Housing Business submitted its application to the Department. The application and any requested changes must be approved in writing by the local enterprise zone commission prior to acceptance by the Department. 3.4 Claims And Proceedings. There are no actions, lawsuits or proceedings pending or, to the knowledge of the Housing Business, threatened against the Housing Business affecting in any manner whatsoever its rights to execute this Agreement or to otherwise comply with the obligations of the Housing Business contained under this Agreement. There are no actions, lawsuits or proceedings at law or in equity, or before any governmental or administrative authority pending or, to the knowledge of the Housing Business, threatened against the Housing Business or affecting the Housing Business' ability to proceed with the Project. 3.5 Permits. All necessary permits have been issued or will be applied for in a timely manner with reasonable expectation that they will be issued. Format revised 10/2005 EZ Agreement#08-HEZ-014 Page 5 4.8 Notice Of Business Changes. The Housing Business shall provide prompt advance notice to the Community and the Department of any proposed change in the Housing Business ownership, structure or control which would materially and directly affect the Project. ARTICLE V DEFAULT AND REPAYMENT 5.1 Events Of Default. Enterprise Zone benefits described in Article II are only available to the Housing Business to the extent the Housing Business satisfies the conditions described in Article IV. Any of the following shall constitute an Event of Default under this Agreement: (a) Material Misrepresentation. If at any time any representation, warranty or statement made or furnished to the Department or the Community by, or on behalf of, the Housing Business in connection with this Agreement shall be determined by the Department to be incorrect, false, misleading or erroneous in any material respect when made or furnished. (b) Breach Of Agreement. If there is a failure of the Housing Business to comply with any of the covenants, terms or conditions contained in this Agreement. (c) Relocation Or Abandonment. If there is an abandonment of the Project and the Housing Business fails to renew the Project within the Enterprise Zone within 30 days. If the relocation or abandonment is due to a natural disaster(e.g. flood, tornado), the Housing Business shall have 120 days to renew the Project within the Enterprise Zone. (d) Insolvency Or Bankruptcy. If the Housing Business becomes insolvent or bankrupt, or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, or the Housing Business applies for or consents to the appointment of a trustee or receiver for the Housing Business or for the major part of its property; or if a trustee or receiver is appointed for the Housing Business or for all or a substantial part of the assets of the Housing Business and the order of such appointment is not discharged, vacated or stayed within sixty(60)days after such appointment; or if bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings or other proceedings for relief under any bankruptcy or similar law or laws for the relief of debtors, are instituted by or against the Housing Business and, if instituted against the Housing Business, is consented to, or, if contested by the Housing Business is not dismissed by the adverse parties or by an order, decree or judgment within sixty(60)days after such institution. 5.2 Notice Of Default. (a) From Department. If, through the annual certification report or other means, the Department has reason to believe the Housing Business is in default of the terms of this Agreement, the Department will issue a written notice of default to the Housing Business, setting forth the nature of the default in reasonable specificity, and providing therein a reasonable period of time,which shall not be less than 30 days from the date of the notice of default, in which the Housing Business shall have an opportunity to cure, provided that cure is possible and feasible. A copy of any Notice of Default will also be provided to the Community and IDR. (b) From Community. If, through monitoring, auditing or other means, the Community has reason to believe the Housing Business is in default of the terms of this Agreement, the Community will issue a written notice of default to the Housing Business, setting forth the nature of the default in reasonable specificity, and providing therein a reasonable period of time,=which shall not be less than 30 days from the date of the notice of default, in which the Housing Business shall have an opportunity to cure, provided that cure is possible and feasible.A copy of any Notice of Default will also be provided to the Department and IDR. 5.3 Repayment;Loss of Benefits. Format revised 10/2005 EZ Agreement#08-HEZ-014 Page 7 6.11 Document Incorporated By Reference. The following document is hereby incorporated by reference: (a) Attachment A, "Housing Business' Enterprise Zone Application." Due to its size, Attachment A will not be attached to this Agreement, but will be kept on file at the Iowa Department of Economic Development. It shall, nevertheless, be considered an incorporated element of this Agreement. 6.12 Order Of Priority. In the event of a conflict between documents of this Agreement, the following order of priority shall govern: (a) Articles 1 through 6 herein. (b) Attachment A, "Housing Business' Enterprise Zone Application." IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date first stated: FOR THE COMMUNITY: FOR IDED: City of Waterloo Signature Michael Miller, Investment Management ri, Nor I-R.`j , mayor Type or Print Name, Title FOR THE HOUSING BUSINESS: Cedar Valley Colonial Apartments, LLC Signature Type or Print Name, Title Format revised 10/2005 ATTACHMENT A Housing Business' Enterprise Zone Application Due to its size, Attachment A will not be attached to this Agreement, but will be kept on file at the Iowa Department of Economic Development. It shall, nevertheless, be considered an incorporated element of this Agreement. • HEZ Format revised 10/2005