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HomeMy WebLinkAboutJSA Development, LLC-Development Agreement-03.12.2007 3 - a7 r_ez) `1 _ 2_U07— dr DEVELOPMENT AGREEMENT This Development Agreement(the"Agreement") is made and entered into this l a '` day of Y1^at c , 2007, by and between JSA Development, LLC (the "Company"), and the City of Waterloo, Iowa ("City"). WHEREAS, City considers economic development within the City a benefit to the community and is willing for the total good and welfare of the community to provide financial incentives so as to encourage that goal, and WHEREAS, Company is willing and able to renovate and develop a mixed use commercial building on property located in the Downtown Waterloo Urban Renewal and Redevelopment Plan, described as Parcels 8913-24-362-011 and 8913-24-362-020, legally described on attached Exhibit"A" (the"Property"). NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, Company and City agree as follows: 1. Property Tax Rebates. Provided that Company has executed the Minimum Assessment Agreement as set forth in paragraph 2, City agrees to rebate property taxes(with the exceptions noted below)as follows: a. Year One- 100% Rebate b. Year Two- 100% Rebate c. Year Three- 100% Rebate d. Year Four- 100% Rebate e. Year Five- 100% Rebate for any taxable value over the January 1, 2005 value of $139,793.00. Rebates are payable in respect of a given year only to the extent that Company has actually paid general property taxes due and owing for such year. The taxable value of 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 (such as the Self-Supported Municipal Improvement District) 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. 2. 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 DEVELOPMENT AGREEMENT Page 2 Property. Company further agrees that, prior to January 1, 2017, it will not seek or cause a reduction in the taxable valuation for the Property, which shall be fixed for assessment purposes, below the aggregate amount of $263,800.00 ("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. 3. 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. 4. 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. 2 DEVELOPMENT AGREEMENT Page 3 5. 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. 6. 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. 7. 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. 8. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, legal representatives, and future owners of the Property. 9. 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. 10. Entire Agreement. This Agreement, together with the Minimum Assessment Agreement attached hereto as Exhibit "B", constitutes the entire agreement of the parties and supersedes all prior or contemporaneous negotiations, discussions, understandings, or agreements, whether oral or written, with respect to the subject matter hereof. 11. Time of Essence. Time is of the essence of this Agreement. 3 DEVELOPMENT AGREEMENT Page 4 IN WITNESS WHEREOF, the parties have executed this Development Agreement as of the date and year written above. CITY OF WATERLOO, IOWA JSA DEVEL PMENT, LLC By: By: Timothy J. Hurl , ayor arises E. al , anager Att : � Nancy Eckert, City Clerk 4 EXHIBIT "A" Legal Description of Improved Property: Lot No. 7, except the Northeasterly 25 feet of the Southeasterly 20 feet thereof; and the Southwesterly 25 feet of the Northwesterly 20 feet thereof of Lot No. 8 all in Block No. 28 in the Original Plat, on the East Side of the Cedar River, in the City of Waterloo, Black Hawk County, Iowa. i EXHIBIT "B" MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement") is entered into as of , 2007, by and among the CITY OF WATERLOO, IOWA, ("City"), JSA Development, LLC, ("Company"), and the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City and Company have entered into a Development Agreement (the "Development Agreement") regarding certain real property located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company will undertake the development of an area (the "Project") within the City and within the "Downtown Waterloo Urban Renewal and Redevelopment Plan." WHEREAS, pursuant to Iowa Code section 403.6(1997), as amended, the City and the Company desire to establish a minimum actual value for the land and building thereon pursuant to the Development Agreement and applicable only to the development, which shall be effective upon substantial completion of the development and from then until this Agreement is terminated pursuant to the terms herein and which is intended to reflect the minimum actual value of the land and building as to the development only; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the improvements (the "Improvements") which it is contemplated will be erected as a part of the development; NOW, THEREFORE, the parties to this Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: 1. Upon substantial completion of construction of the Improvements by the Company on the property described in Exhibit "A" attached hereto, the minimum actual taxable value which shall be fixed for assessment purposes for the land and Improvements constructed thereon as a part of the Project shall not be less than $263,800.00 ("Minimum Actual Value") until termination of this Agreement. The parties hereto agree the construction of the improvements will be substantially completed on or before January 1, 2007. 2. The Minimum Actual Value herein established shall be of no further force and effect and this Agreement shall terminate on December 31, 2016. Nothing herein shall be deemed to waive the Company's rights under Iowa Code § 403.6, as amended, to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall the Company seek or cause the reduction of the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. The City shall not unreasonably withhold its consent to permit the Company to contest its taxable valuations in full, commencing with the assessment of January 1, 2017. 3. This Agreement shall be promptly recorded by the City with the Recorder of Black Hawk County, Iowa, the City paying all costs of recording. 4. Neither the preambles nor provisions of this Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement between the City and the Company. 5. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. CITY OF WATERLOO, IOWA JSA DEVELOPMENT, LLC By: By: Timothy rley, M or Jpines E Wals r., Manager Attest' rCkt Nancy ert( ity Clerk STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK . ', � On this -. day of .111 e,C/L.,_2007, before me, a Notary Public in and for the State of Iowa, personally appeared Timothy J. Hurley and Nancy Eckert, 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 Slate of Iowa, and that the seal affixed to the foregoing 2 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. to Public 'yl STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) Subscribed and sworn to before me on , 2007 by James E. Walsh, Jr., as Manager of JSA Development, LLC. Notary Public 3 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 Two Hundred Sixty-Three Thousand Eight Hundred Dollars ($263,800.00) in the aggregate, until termination of this Minimum Assessment Agreement pursuant to the terms hereof. Assessor for Black Hawk County, Iowa Date STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) Subscribed and sworn to before me on , 2007 by , Assessor for Black Hawk County, Iowa. Notary Public C . ,