Newton City Council. 6:00 pm Newton, Iowa Pledge of Allegiance. Call to Order 1. Roll Call

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1 Agenda: Newton City Council Regular Meeting City Hall Council Chambers December 21, West 4 th Street South 6:00 pm Newton, Iowa Pledge Call to Order 1. Roll Call Pledge of Allegiance Citizen Participation 2. This is the time of the meeting that a citizen may address the Council on matters that are included in the consent agenda or a matter that is not on the regular agenda. Except in cases of legal emergency, the City Council cannot take formal action at the meeting, but may ask the City staff to research the matter or have the matter placed on a subsequent agenda. Consent Agenda 3. December 7, 2015 Regular City Council Meeting Minutes 4. December 7, 2015 Special City Council Meeting Minutes 5. Approve Liquor License Class C for Okoboji Grill/DMACC Conference Center, 600 N 2nd Ave W.; Class C and Sunday Sales for Montana Mike s Steakhouse, 1400 W 18th St S.; Class C Beer amending square footage from remodeling project for Casey s General Store #2417, 1200 W 18th St S. 6. Resolution appointing Larry Hurto representing the Historic Preservation Commission and reappointing Dianna Ambroson representing the Newton Downtown SSMID Board to the Newton Main Street Governing Board of Directors (No Council Report) 7. Resolution re-appointing Mary Jo Niskin to serve on the Newton Historic Preservation Commission for a term ending December 31, (No Council Report) 8. Resolution appointing Public Works Director and Director of Planning and Zoning to serve on the Central Iowa 15 Regional Transportation Planning Alliance Committees. (Council Report ) 9. Resolution fixing the amounts to be assessed against individual private property for the abatement of nuisance violations (15-16). (Council Report ) 10. Resolution levying assessments for costs of nuisance abatement and providing for the payment thereof (Schedule 15-15). (Council Report ) 11. Resolution setting a public hearing and inviting proposals for the sale of property at 1217 North 4th Avenue East in Newton. (Council Report ) 12. Resolution releasing the loan promissory note on property owned by Edythe C. Malson at 806 East 9th Street North, Newton. (Council Report )

2 13. Resolution approving property tax rebate for Iowa Speedway LLC on property located within the Speedway- Prairie Fire Urban Renewal Economic Development Area. (Council Report ) 14. Approval of Bills Public Hearing 15. Public Hearing on a resolution approving an agreement for private development with Frantz Community Investors, LLC, in the North Central Urban Renewal Area. (Council Report ) New Business 17. Old Business 18. Adjourn This agreement provides TIF development incentives of $600,000 and property tax rebates for the renovation of 39-unit market-rate apartment and commercial complex on the Courthouse square. Staff recommends approval of the resolution. 16. Resolution approving an agreement for private development with Frantz Community Investors, LLC, in the North Central Urban Renewal Area. (Council Report ). The City of Newton is pleased to provide reasonable accommodations, in compliance with the Americans with Disabilities Act, for those individuals or groups who require assistance to be able to participate in the public meeting. Should special accommodations be required, please contact the City Clerk s Office at least 48 hours in advance of the meeting, at to arrange for accommodations to be provided.

3 REGULAR CITY COUNCIL MEETING MINUTES DECEMBER 07, 2015, 6:00 P.M. CITY COUNCIL CHAMBERS The City Council of Newton, Iowa met in regular session at 6:00 P.M. on the above date in the Council Chambers at 101 West 4 th Street South. Mayor Hansen presided. Present Council Members: Price, George, Otto, Trotter, Mullan. Absent: Chapé. Mayor Hansen asked everyone present to join in saying the Pledge of Allegiance. During citizen participation Dixie Cassidy, 815 W 6 th St S, asked if a date has been set for further discussion on Thunder Nights. Mayor Hansen indicated that it would be after the first of the year. Moved by Otto, seconded by Trotter, to approve consent agenda items November 16, 2015 Regular City Council Meeting Minutes 4. November 23, 2015 Special City Council Meeting Minutes 5. Approve Liquor License Renewal, Class B Wine, Class C Beer (Carryout Beer), Class E Liquor License, and Sunday Sales, Hy-Vee Food Store #1, 1501 First Ave East; Special Event, Catering Privilege, Class C License, location 501 W 3rd St N, Okoboji Grill. 6. Approve Annual Financial Report for Fiscal Year Ending June 30, Resolution Re-appointing Carroll DePenning to serve on the Newton Building Trades Board for a term ending December 31, Resolution No adopted. 8. Resolution Re-appointing Jody K. Wright to serve on the Newton Building Trades Board for a term ending December 31, Resolution No adopted. 9. Resolution Re-appointing Larry Hurto to serve on the Newton Historic Preservation Commission for a term ending December 31, Resolution No adopted. 10. Resolution Re-appointing Lynette Birkenholz to serve on the Newton Zoning Board of Adjustment for a term ending December 31, Resolution No adopted. 11. Resolution Re-appointing Robert O Brien to serve on the Newton Downtown Self-Supported Municipal Improvement District Board for a term ending June, Resolution No adopted. 12. Resolution Re-Appointing Bonnie Terpstra to serve on the Newton Downtown Self-Supported Municipal Improvement District Board for a term ending June, Resolution No adopted. 13. Resolution Fixing the Amounts to be Assessed Against Individual Private Property for the Abatement Of Nuisance Violations (15-15). Resolution No adopted. 14. Resolution Accepting Completion of the 2014 Sanitary Sewer Lining Project. Resolution No adopted. 15. Resolution Accepting Completion of the 2015 HMA Streets Resurfacing Project. Resolution No adopted. 16. Resolution Accepting Completion of the 2015 Hot Mix Asphalt Miscellaneous Paving Project. Resolution No adopted. 17. Resolution Accepting Completion of the Stormwater Detention Basin Project at the Newton Municipal Airport. Resolution No adopted. 18. Resolution Accepting Completion of the Sand Storage Building at the Public Works Facility. Resolution No adopted. 19. Resolution Authorizing the Submission of a Pre-Application for Federal Airport Improvement Program Funding and Certifying Eligible Requirements. Resolution No adopted. 20. Resolution Approving 28E Agreement for the Safety Coalition of Central Iowa Cities Shared Services Agreement. Resolution No adopted. 21. Approval of Bills AYES: Five. NAYS: None. Consent agenda items approved. Mayor Hansen stated that this is the time and place for a public hearing on a resolution accepting purchase proposal for property at 221 East 4th Street South in Newton. There were no written comments. Erin Chambers, Director of Planning & Zoning indicated that a bid for $1500 was received from William Millard to establish green space. Moved by George, seconded by Otto to close the public hearing. AYES: Five. NAYS: None. The public hearing was closed. Moved by Price, seconded by Otto, to adopt the resolution. AYES: Five. NAYS: None. Resolution No adopted.

4 Mayor Hansen stated that this is the time and place for a public hearing on a resolution accepting purchase proposal for property at st St North in Newton. There were no written comments. Erin Chambers, Director of Planning & Zoning indicated that a bid for $2000 was received from Galyn Nook for extra yard space. Moved by Price, seconded by Mullan to close the public hearing. AYES: Five. NAYS: None. The public hearing was closed. Moved by George, seconded by Otto, to adopt the resolution. AYES: Five. NAYS: None. Resolution No adopted. Mayor Hansen stated that this is the time and place for a public hearing on a resolution awarding contract for the South 12th Avenue West bridge replacement. There were no written comments. Mike Chapman, Bittersweet Acres, inquired about paving. Keith Laube, Public Works Director, indicated that it was not included in this project but staff will look at getting it into the Capital Improvement Plan. Moved by Mullan, seconded by George to close the public hearing. AYES: Five. NAYS: None. The public hearing was closed. Moved by Mullan, seconded by Trotter, to adopt the resolution. AYES: Five. NAYS: None. Resolution No adopted. Moved by Otto, seconded by Trotter to Introduce a resolution approving a training and purchase agreement for the Police K9 Unit. AYES: Five. NAYS: None. Resolution No adopted. Moved by Price, seconded by Otto to Introduce a Resolution Approving the Purchase of One SUV for the Newton Police Department K9 Unit. AYES: Five. NAYS: None. Resolution No adopted. Moved by Mullan, seconded by George to Introduce a Resolution to Enter into an Agreement with the Iowa Department of Transportation for the North 4th Avenue West Reconstruction Project - Project Number STP-U-5482 (620) AYES: Five. NAYS: None. Resolution No adopted. Moved by Trotter, seconded by Price to Introduce a Resolution approving the Downtown Historic District Design Guidelines. AYES: Five. NAYS: None. Resolution No adopted. Council discussed the presentations and requests for funding for the stakeholders that presented at the November 23 rd special meeting. There was consensus to approve the additional funding for NDC s rent. Council would like to have additional conversations regarding NHDC s request. Council was not prepared to lift the cap for the CVB but would be interested in capping at $110,000. This funding will be discussed and approved through the regular budgeting process. Friedman introduced Council to the Financial Trends and Performance Measurement Reports. These reports can be found on the City website. Nathan Unsworth, Administrative Park Superintendent, presented on the success of Newton Fest and announced 2016 dates as June 9 th 12 th. Council agreed that coordination should remain with the City until it is established and then transitioned to a community group. Laube presented the phased plan for removing the 253 City owned ash trees due to Emerald Ash Borer. The trees will be replaced with a variety of species as to not have the same issues. There was no new business. There was no old business. Moved by Price, seconded by Mullan, to adjourn the meeting at 7:15 P.M. Motion unanimously carried by voice vote. Michael L. Hansen, Mayor Katrina Davis CMC, City Clerk

5 SPECIAL CITY COUNCIL MEETING MINUTES DECEMBER 07, 2015, 12:00 PM CITY COUNCIL CHAMBERS The City Council of Newton, Iowa met in special session at 12:00 pm on the above date in the Council Chambers at 101 West 4 th Street South. Mayor Hansen presided. Present: Council Members Price, George (via phone), Otto (via phone), Trotter (via phone), Mullan. Absent: Chapé Moved by Mullan, seconded by Price to introduce a resolution approving a preliminary development agreement with Hubbell Realty Company for the Newton Factory Lofts Housing Complex on property at 403 West 4th Street North in the North Central Urban Renewal Area, City of Newton, Iowa. Kris Saddoris, Vice President of Development for Hubbell Realty updated Council on their plan to reapply for the federal Housing Tax Credit in order to develop the two former Maytag buildings into 42 rentable units. Ken Smith, 1013 S 6 th Ave. W. asked about the tax rebate. Bryan Friedman, Director of Finance and Development, indicated that the rebate would equal what is paid in, approximately $25,000 for 15 years. AYES: Five. NAYS: None. Resolution No adopted. Moved by Mullan, seconded by Price, to adjourn the meeting. Motion unanimously carried by voice vote. Meeting adjourned at 12:25 pm. Katrina Davis, City Clerk Michael L. Hansen, Mayor

6 RESOLUTION NO RESOLUTION APPOINTING LARRY HURTO REPRESENTING THE HISTORIC PRESERVATION COMMISSION AND REAPPOINTING DIANNA AMBROSON REPRESENTING THE NEWTON DOWNTOWN SSMID BOARD TO THE NEWTON MAIN STREET GOVERNING BOARD OF DIRECTORS. WHEREAS, Newton is a Main Street Community; WHEREAS, the Newton Main Street Governing Board of Directors includes a Historic Preservation Commissioner and a Newton Downtown Self-Supported Municipal Improvement District (SSMID) Board Member; WHEREAS, Larry Hurto has expressed interest in serving on the Newton Main Street Governing Board of Directors representing the Newton Historic Preservation Commission; WHEREAS, Dianna Ambroson has expressed interest in continuing to serve on the Newton Main Street Governing Board of Directors representing the Newton Downtown Self-Supported Municipal Improvement District (SSMID) Board; NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Newton, Iowa, that Larry Hurto and Dianna Ambroson are appointed to serve on the Newton Main Street Governing Board of Directors for terms determined by the Newton Main Street Board of Directors. PASSED this day of December, 2015 APPROVED this day of December, 2015 Michael L. Hansen, Mayor ATTEST: Katrina Davis City Clerk

7 RESOLUTION NO RESOLUTION RE-APPOINTING MARY JO NISKIN TO SERVE ON THE NEWTON HISTORIC PRESERVATION COMMISSION FOR A TERM ENDING DECEMBER 31, WHEREAS, Mary Jo Niskin, st Avenue W, in Newton, currently serves on the Newton Historic Preservation Commission, with her term ending on December 31, 2015; and WHEREAS, Mary Jo Niskin has expressed an interest in continuing to serve on the Newton Historic Preservation Commission and is qualified to do so; NOW THEREFORE, BE IT RESOLVED by the City Council of Newton, Iowa, that Mary Jo Niskin is hereby appointed to the Newton Historic Preservation Commission for a term ending December 31, PASSED this day of December, APPROVED this day of December, ATTEST: Michael L. Hansen, Mayor Katrina Davis, City Clerk

8 City of Newton Council Report Item: Resolution appointing Public Works Director and Director of Planning and Zoning to serve on the Central Iowa Regional Transportation Planning Alliance Committees. Summary: This updates appointments of staff representatives to CIRTP, the regional transportation planning organization. Financial Impact: None Report Number: Date: December 21, 2015 Lead Department: Public Works Recommendation: Approve Background: The City of Newton is a member of the Central Iowa Regional Transportation Planning Alliance (CIRTPA), which carries out federally required transportation planning for the eight counties in central Iowa (Boone, Dallas, Jasper, Madison, Marian, rural Polk, Story, and Warren) and includes those County governments and designated cities located within those counties. Newton receives an allocation of approximately $350,000 each year in federal Surface Transportation Program (STP) funds through CIRPTA. Annually, CIRTPA requests that its member governments appoint representatives to the CIRTPA Technical and Policy Committees. The proposal is to have Public Works Director Keith Laube continue as the primary representative to the Technical and Policy Committees and to have Planning and Zoning Director Erin Chambers continue as the alternate representative. Recommendation: Staff recommends approval of the attached resolution. Robert Knabel City Administrator Attachment

9 RESOLUTION NO RESOLUTION APPOINTING PUBLIC WORKS DIRECTOR AND DIRECTOR OF PLANNING AND ZONING TO SERVE ON THE CENTRAL IOWA REGIONAL TRANSPORTATION PLANNING ALLIANCE COMMITTEES WHEREAS, the Central Iowa Regional Transportation Planning Alliance (CIRTPA) was formed in 1994 representing an eight-county area consisting of Boone, Dallas, Jasper, Madison, Marian, rural Polk, Story, and Warren Counties; and WHEREAS, City of Newton is a member of the CIRTPA, as organized under Iowa Code Chapter 28E; and WHEREAS, the CIRTPA annually requests that its member governments appoint representatives to the CIRTPA Technical and Policy Committees. NOW, THEREFORE, BE IT RESOLVED by the City Council of Newton, Iowa, that Public Works Director Keith Laube is designated as the representative to the CIRTPA Technical Committee and that Planning and Zoning Director Erin Chambers is designated as the alternate representative to the CIRTPA Technical Committee. BE IT FUTHER RESOLVED that Public Works Director Keith Laube is designated as the representative to the CIRTPA Policy Committee and that Planning and Zoning Director Erin Chambers is designated as the alternate representative to the CIRTPA Policy Committee. PASSED this day of December, APPROVED this day of December, ATTEST: Michael L. Hansen, Mayor Katrina Davis, City Clerk

10 City of Newton Council Report Item: Resolution Fixing the Amounts to be assessed against individual private property for the abatement of nuisance violations (Schedule 15-16) Summary: The City of Newton abated some nuisances, such as tall grass/weeds. These costs remain unpaid by the property owners and should be assessed to the property taxes. Financial Impact: Cost Recovery: $1, Report Number: Date: December 21, 2015 Lead Department: Planning & Zoning Department Recommendation: Approve Background: The City continues to work towards better curb appeal and improved aesthetics within the community. The City abated violations that remain non-compliant after the initial warning period. The attached schedule lists owner, parcel number, address, amount to be assessed, date work was completed, property legal description, and property valuation. Recommendation: City Staff recommends approval of the Resolution fixing the amounts to be assessed against individual private property for the abatement of nuisance violations. Robert Knabel City Administrator Attachments

11 RESOLUTION NO RESOLUTION FIXING THE AMOUNTS TO BE ASSESSED AGAINST INDIVIDUAL PRIVATE PROPERTY FOR THE ABATEMENT OF NUISANCE VIOLATIONS (15-16) WHEREAS, the City of Newton has abated nuisance violations at the addresses as found in Schedule (No ): Assessment for the Expenses for Nuisance Abatement; and WHEREAS, the City of Newton has maintained a report of the abatement costs for each individual property as found in Schedule (No ): Assessment for the Expenses for Nuisance Abatement; and WHEREAS, the expenses have been billed to the property owners and remain unpaid; NOW THEREFORE, BE IT RESOLVED by the City Council of Newton, Iowa, that the Schedule (No ): Assessment for the Expenses for Nuisance Abatement is approved. NOW THEREFORE, BE IT FURTHER RESOLVED by the City Council of Newton, Iowa, that the City Clerk is hereby directed to prepare, sign, and file in the clerk s office the Schedule (No ): Assessment for the Expenses for Nuisance Abatement. PASSED this day of December, APPROVED this day of December, ATTEST: Michael L. Hansen, Mayor Katrina Davis, City Clerk

12 Schedule (No ): Assessment for the Expenses for Nuisance Abatement Deed/Contract Holder Parcel Number Address City Net Assessed Property Value Abatement Fee Administrative Fee Total Amount Assessed Legal Date Abated Marie Fern Bookout W. 5th St. S. Newton $41,250 $75.00 $50.00 $ WEST NEWTON E 1/2 OF N 1/2 LOT 76 October 29, 2015 Rhonda Wright E. 7th St. N. Newton $84,590 $ $50.00 $ COWLE'S ADD LOT 5 BLK 1 October 13, 2015 Kendall Morgan st Ave. E. Newton $36,980 $ $50.00 $ ENGLE'S SD LOT 18 October 15, 2015 $1,120.13

13 City of Newton Council Report Item: Resolution levying assessments for costs of nuisance abatement and providing for the payment thereof (Schedule 15-15) Summary: The approval of this Resolution sets the amounts and directs the Clerk to file the Schedule of Assessment No with the Jasper County Treasurer for the City reimbursement of assessment costs. Financial Impact: Cost recovery $ Report Number: Date: December 21, 2015 Lead Department: Planning & Zoning Department Recommendation: Approve Background: At the last meeting, the City Council approved a Schedule of Assessment for the Expenses of Nuisance Abatement. The total amount for cost recovery is $ The attached schedule lists owner, parcel number, address, amount to be assessed, date work was completed, property legal description, and property valuation. With the approval of this Resolution, the costs expended by the City for the abatement of nuisances will be placed on the taxes as a special assessment for each property. Recommendation: Staff recommends approval of the Resolution levying assessments for costs of nuisance abatement and providing for the payment thereof (Schedule 15-15). Robert Knabel City Administrator Attachment

14 RESOLUTION NO RESOLUTION LEVYING ASSESSMENTS FOR COSTS OF NUISANCE ABATEMENT AND PROVIDING FOR THE PAYMENT THEREOF (SCHEDULE 15-15) WHEREAS, pursuant to its powers and duties as set out in Chapter 364, Code of Iowa, the City of Newton, after the property owner s failure upon being given notice and opportunity to cure, has performed the required action to abate the public nuisance and now seeks, as provided in , Code of Iowa, to assess the costs of such action against each of the properties set out on the attached Schedule No for collection in the same manner as the property tax. NOW, THEREFORE, BE IT RESOLVED That the attached Schedule No , is hereby approved and adopted with the amounts shown thereon assessed and levied against each property for the collection in the same manner as a property tax. BE IT FURTHER RESOLVED: That said assessments shall be payable in 1 annual installment and shall bear interest at the rate of 3.88 percent per annum, from the date of the acceptance of this assessment schedule; the one installment of each assessment with interest on the whole assessment from date of acceptance of this schedule by the Council shall become due and payable on January 21, 2016, and shall be paid at the same time and in the same manner as the September semiannual payment of ordinary taxes. Said assessment shall be payable at the office of the County Treasurer of Jasper County, Iowa, in full and without interest within thirty days after first date of publication of the Notice to Property Owners of filing the schedule of assessments. BE IT FURTHER RESOLVED, that the Clerk be and is hereby directed to certify said schedule to the County Treasurer of Jasper County, Iowa and to publish notice of said certification once each week for two consecutive weeks in the Newton Daily News, a newspaper printed wholly in the English language, published in Newton, Iowa, and of general circulation in Newton, Iowa, the first publication of said notice to be made within fifteen days from the date of the filing of said schedule with the County Treasurer, the City shall send by regular mail to all property owners whose property is subject to assessment a copy of said notice, said mailing to be on or before the date of the second publication of the notice all as provided and directed by Code Section , Code of Iowa. PASSED this day of December, APPROVED this day of December, ATTEST: Michael L. Hansen, Mayor Katrina Davis, City Clerk

15 Schedule (No ): Assessment for the Expenses for Nuisance Abatement Deed/Contract Holder Parcel Number Address City Net Assessed Property Value Abatement Fee Administrative Fee Total Amount Assessed Legal Date Abated Robert & Mary Stabenow S. 3rd Ave. E. Newton $54,470 $50.00 $50.00 $ ORIGINAL PLAT LOT 26 OUTLOT 20 September 16, 2015 Kimberly Spearing E. 9th St. N. Newton $52,510 $50.00 $50.00 $ EDMUNDSON'S ADD LOT 9 BLK 17 October 6, 2015 Connie & Estelle Cupples E. 9th St. N. Newton $11,670 $50.00 $50.00 $ EDMUNDSON'S ADD LOT 5 BLK 4 October 6, 2015 $300.00

16 City of Newton Council Report Item: Resolution setting a public hearing and inviting proposals for the sale of property at 1217 North 4 th Avenue East in Newton Summary: Through the Housing Initiative, the City has purchased a number of properties and demolished the structures. In order to sell the cleared property at 1217 North 4 th Avenue East, City Council must first set a public hearing to consider proposals from the public. Financial Impact: No cost. Report Number: Date: December 21, 2015 Lead Department: Planning & Zoning Department Recommendation: Approve Summary: As part of the Housing Initiative, money has been allocated to replenish funds for the removal of low-condition buildings. Through the D&D Program, the City acquired the property located at 1217 North 4 th Avenue East and contracted for the demolition of the abandoned dilapidated home on the property. The demolition is completed. There has been expressed interest in the property. Iowa Code Chapter requires cities to set public hearings before disposing of any property. Public notice would then be published in the Newton Daily News and all interested parties would be able to submit proposals for the lot. The attached Resolution sets a public hearing for the regular Council meeting on January, for the sale of property at 1217 North 4 th Avenue East. Proposals will be accepted until 4:00 pm on January 4 th. Recommendation: City Staff recommends approval. Robert Knabel City Administrator Attachment

17 RESOLUTION NO RESOLUTION SETTING A PUBLIC HEARING AND INVITING PROPOSALS FOR THE SALE OF PROPERTY AT 1217 NORTH 4 th AVENUE EAST IN NEWTON WHEREAS, the City of Newton owns a lot located at 1217 North 4 th Avenue East, Newton, legally described as: LOT TWO OF LOT F OF TAYLOR S SUBDIVISION IN THE CITY OF NEWTON, JASPER COUNTY, IOWA AS APPEARS IN PLAT BOOK D AT PAGE 68 IN THE OFFICE OF THE RECORDER OF SAID COUNTY WHEREAS, said real estate is not needed for public purposes, and WHEREAS, Iowa Code Chapter requires cities to set and hold a public hearing before selling or disposing of real estate, and, NOW, THEREFORE, BE IT RESOLVED by the City Council of Newton, Iowa: Section 1: That the Public Notice in substantially the following form shall be given that a Public Hearing be held at 6:00 pm on January 4, 2016, in the City Council Chambers of City Hall, 101 West 4 th Street South to consider the sale of a vacant lot at 1217 North 4 th Avenue East in Newton: PUBLIC NOTICE The City Council of Newton, Iowa will hold a Public Hearing at 6:00 p.m. on January 4, 2016, at City Hall, 101 West 4 th Street South, to consider proposals for purchase of the property located at 1217 North 4 th Avenue East, Newton. The property is legally described as: LOT TWO OF LOT F OF TAYLOR S SUBDIVISION IN THE CITY OF NEWTON, JASPER COUNTY, IOWA AS APPEARS IN PLAT BOOK D AT PAGE 68 IN THE OFFICE OF THE RECORDER OF SAID COUNTY. Proposals shall be submitted by 4:00 p.m., January 4, 2016, to the Newton Planning and Zoning Department; 1700 North 4 th Avenue West; Newton, Iowa Additional information about the property and the process for submitting a proposal is available at the Planning and Zoning Department, (641) The City Council will consider all proposals received, but reserves the right to reject any or all proposals received or to accept any proposal it deems in the best public interest. At said Hearing, interested persons may be heard in support of or opposition to said sale or the price or terms of a proposed agreement. Section 2: That following the Public Hearing, City Council may select the proposal to purchase the described property which is in the best interest of the City Newton and shall thereafter sell said property at the price and under such terms as it shall determine, subject to an Agreement for Purchase with the selected Purchaser. PASSED this day of December, APPROVED this day of December, Michael L. Hansen, Mayor ATTEST: Katrina Davis, City Clerk

18 City of Newton Council Report Item: Resolution releasing the loan promissory note on property owned by Edythe C. Malson at 806 East 9 th Street North, Newton. Summary: The owner of 806 East 9 th Street North received a deferred loan through a past housing rehabilitation program. The loan was fully repaid in 2006, but a release of the loan promissory note has not been completed. This action will close this loan. Financial Impact: None. Report Number: Date: December 21, 2015 Lead Department: Planning & Zoning Department Recommendation: Approve Background: In the late 1990s and early 2000s, the City received a Community Development Block Grant (CDBG) to provide qualified homeowners with rehabilitation assistance through deferred loans. Edythe C. Malson, 806 E 9 th Street N, participated in the program and received a loan in 2001 in the amount of $2, The City files show that Ms. Malson repaid the loan and the interest as required by her agreement. However, it does not appear that a release of the loan promissory note was ever recorded. Council action is needed to release the loan promissory note for 806 E 9 th Street N and record the release with the Jasper County Recorder s Office. Recommendation: City Staff recommends approval of the resolution. Robert Knabel City Administrator Attachments

19 RESOLUTION NO RESOLUTION RELEASING THE LOAN PROMISSORY NOTE ON PROPERTY OWNED BY EDYTHE C. MALSON AT 806 EAST 9 TH STREET NORTH, NEWTON. WHEREAS, the City of Newton assisted property owners with housing rehabilitation projects through the 1999 Newton Housing Rehabilitation Program with deferred loans from the Iowa Department of Economic Development; WHEREAS, Edythe C. Malson, 806 East 9 th Street North, received loan assistance in the amount of Two Thousand Five Hundred Thirty Dollars and No Cents ($2,530.00) as shown in the Loan Promissory Note recorded with the Jasper County Recorder on October 23, 2001(Recording Number: ); WHEREAS, payments and interest were due to paid by to the City on or before the 15 th day of each month beginning on October 15, 2001 and ending on October 15, 2006; WHEREAS, the City of Newton has record of those received payments; NOW, THEREFORE, BE IT RESOLVED by the City Council of Newton, Iowa: that the City shall prepare the necessary documentation, obtain the signature of the Mayor who is authorized to execute said release, and record the release at the Office of the Jasper County Recorder. PASSED this day of December, APPROVED this day of December, (Seal) Michael L. Hansen, Mayor ATTEST: Katrina Davis, City Clerk

20 City of Newton Council Report Item: Resolution Approving Property Tax Rebate for Iowa Speedway LLC on Property Located Within the Speedway- Prairie Fire Urban Renewal Economic Development Area Summary: A 2015 amendment to the Speedway Development Agreement instituted an additional year of property tax rebates. Financial Impact: Tax rebate of $170,539, as budgeted from the Speedway- Prairie Fire TIF District fund Report Number: Date: December 21, 2015 Lead Department: Finance and Development Recommendation: Approval Background: In order to better position the Iowa Speedway for future growth, the Newton City Council lowered the Minimum Assessed Value of the Iowa Speedway from $40 million to $20 million beginning in 2014, in exchange for the institution of a new ticket surcharge. However, the actual assessed valuation remained at $40 million for 2014, instead of the planned lowering into the $20 million range. This led to the City Council again modifying the Development Agreement with Iowa Speedway, LLC in October of 2015, instituting a final year of property tax rebate. Like the previous two years, the City agreed to rebate all property taxes above $990,000 collected by the Speedway-Prairie Fire Urban Renewal TIF District from the Iowa Speedway. On September 16, 2015, Iowa Speedway, LLC, paid $731,352 for the first half-year property taxes for the development property. The rebate calculates to $170, of this payment. Having continued to operate the Iowa Speedway project and having provided documentation to the City of the property tax payment, Iowa Speedway, LLC, is eligible to receive its property tax rebate, subject to City Council approval. Recommendation: Staff recommends approval of the attached Resolution authorizing the property tax rebate to Iowa Speedway, LLC. Robert L. Knabel City Administrator

21 RESOLUTION NO RESOLUTION APPROVING PROPERTY TAX REBATE FOR IOWA SPEEDWAY LLC ON PROPERTY LOCATED WITHIN THE SPEEDWAY- PRAIRIE FIRE URBAN RENEWAL ECONOMIC DEVELOPMENT AREA WHEREAS, the City of Newton (City) has established the Speedway-Prairie Fire Urban Renewal Economic Development Area and Tax Increment Finance District; and WHEREAS, a Substituted and Amended Agreement for Private Redevelopment (Agreement) with US Motorsport Corporation [now Iowa Speedway, LLC] (Developer) for developing the Iowa Speedway on property located at 3333 Rusty Wallace Drive within the Speedway Economic Development Area, was approved by the Newton City Council on March 9, 2005 and amended on November 6, 2006, September 3, 2013; and October 19, 2015; and WHEREAS, said Agreement provides that the City provide to the Developer Economic Development Property Tax Rebates, and WHEREAS, the Developer, having also continued to operate the Speedway project and paid its property taxes for the first half of fiscal year in the amount of $731,352.00, is eligible to receive a rebate of $170,539.17, which is the half year allocation of the total tax payment that is directed to the Speedway-Prairie Fire Tax Increment Finance District account above $990,000; NOW, THEREFORE, BE IT RESOLVED by the City Council of Newton, Iowa: That, per the terms of the Amended Agreement for Private Redevelopment with the US Motorsport Corporation [now Iowa Speedway, LLC], that a property tax rebate for the first half of fiscal year in the amount of $170, is hereby approved; PASSED this day of December, APPROVED this day of December, ATTEST: Michael L. Hansen, Mayor Katrina Davis, City Clerk

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23 City of Newton Disbursements December 8, 2015 Vendor Department Description Amount A-1 Lock PW Building Supplies $ Ahlers & Cooney P C Legal Services Service $ 3, Alliant Energy All Utility $ 2, Animal Rescue League Animal Control Service $ 2, Arrow Pest Control LLC Water Pollution Control Service $ Barracuda Networks Inc Administration Service $ Baycom Police Equipment $ 16, Ben Shinn Trucking Landfill Service $ Big Creek Design Group Golf Service $ 8, Bituminmous Materials & Supply Street Supplies $ Black Hills Energy All Utilities $ 1, Boat, Jackie Home Town Rewards Reimbursement $ Bolton & Menk Inc Landfill Service $ Bound Tree Medical LLC Fire Supplies $ Brain Upholstery Services Water Pollution Control Service $ Card Services All Supplies/Training $ 6, Cardinal PDC Fire Service $ Carroll Construction Supply Street Supplies $ Central Iowa Distributing Inc Water Pollution Control Supplies $ Chamber of Commerce Administration Membership $ 1, CJ Cooper & Associates Inc Police Supplies $ Colonial Research Water Pollution Control Supplies $ Computer Pro Police Supplies $ DC Sports Fire Merchandise $ Des Moines Register Executive Service $ Diamond Products Co Traffic Control Supplies $ Erik Christiansen Design Group Ltd Golf Service $ 15, Fareway Police Supplies $ Fitzgerald Siding Inc City Center Supplies $ Forbes Office Solutions All Supplies $ Foth Infrastructure & Environment Water Pollution Control Service $ 1, Fox Engineering Water Pollution Control Service $ 4, Frasier, Lisa Finance Reimbursement $ Friedman Distributing Inc Snow Removal Supplies $ 42, G&K Services All Service $ Gary Ryther Garage Doors City Garage/Fire Supplies $ Grainger Inc Water Pollution Control Supplies $ Gronewold Bell Kyhnn & Co PC Finance Service $ 9, Hach Co Water Pollution Control Supplies $ Hammer Medical Supply Fire Supplies $ Hansen, Brad City Garage Reimbursement $ Hawkeye Exterminators Water Pollution Control Service $ Hawkeye Truck Equipment Fire Equipment $ 2, HD Supply Waterworks LTD Water Pollution Control Supplies $ Henderson Products Inc Snow Removal Supplies $ Hewitt Service Center Street Service $

24 HLW Engineering Group Landfill Service $ 2, Humana Health Care Plan Fire Refund $ Image Trend Inc Fire Service $ 1, IMWCA All Insurance $ 38, Iowa Department of Transportation Snow Removal Supplies $ 1, Iowa Fire Marshals Association Fire Dues $ Iowa Law Enforcement Academy Police Service $ Iowa One Call Water Pollution Control Service $ Iowa Police Chiefs Association Police Membership $ Iowa State University Registration Street Training $ Iowa Turfgrass Institute Golf Conference $ Jasper County Auditor Administration Service $ 4, Jasper County Sheriff Building Service $ Jensen Builders Limited Airport Service $ 78, Johnson Aviation Airport Reimbursement $ Jordan, Carey Fire Training $ Key Cooperative All Fuel $ 8, Keystone Labs Water Pollution Control Service $ 1, Kinetic Edge Physical Therapy Street/Landfill/Water Pollution Control Service $ Laboratory Corp of America Holdings Fire Service $ Lavely,Dillon Police Reimbursement $ Leavens Construction Inc Fire Service $ 1, Lovan, Kyle Police Reimbursement $ Magnum Automotive Parks Service $ 1, Manatts - D.M. Water Pollution Control Supplies $ 2, Martin Marietta Materials Landfill Supplies $ 2, Martin's Flag Company Fire Supplies $ Maxim Advertising Administration/Executive Supplies $ MCM Electronics Water Pollution Control Supplies $ McMaster-Carr Water Pollution Control Supplies $ Medicap Pharmacy Fire Supplies $ Mid-American Research Chemical Water Pollution Control Supplies $ Midwest K9 Detection and Consulting Police Service $ Montgomery, Paul Street Reimbursement $ MTI Distributing Inc Golf Supplies $ Municipal Pipe Tool Co Water Pollution Control Supplies $ NAPA Auto Parts All Supplies $ 1, National Recreation and Park Association Parks Subscription $ National Tactical Offcs Police Training $ 1, News Printing Company Public Works Administration Supplies $ 4, Newton Clinic Fire Service $ Newton Correctional Facility Street Service $ Noble Ford of Newton Inc Police Service $ Nook, Tami Snow Removal Reimbursement $ Office Depot Golf Supplies $ O'Reilly Auto Parts Fire/Golf/Parks Supplies $ Overton, David Police Service $ Paper Free Technology Administration Service $ Per Mar Security Services Landfill Service $ Performance Sign & Design Fire Service $

25 PJ's Deli Executive Service $ Premier Office Equipment Administration/Police Service $ Project AWAKE Parks Rent $ 1, Quick Lane Tire & Auto Police Service $ Quill Corporation All Supplies $ Reserve Account-Pitney Bowes Finance Postage $ 3, Roger McDonald Parks/Community Beautification Service $ 1, Sandry Fire Supply LLC Fire Supplies $ Secretary of State Parks/Finance/Library Service $ Shuck-Britson Inc Street Service $ Skiff Medical Center Fire Supplies $ Smith Quality Rental Street Supplies $ Spahn & Rose Lumber Co All Supplies $ Springer Professional Home Services Golf Service $ Springfield Stamp & Engraving Finance Supplies $ Taylor Made Golf Golf Merchandise $ TEAM Services Inc Street Supplies $ Theisen's All Supplies $ Town & Country Services Fire Service $ True Value Hardware All Supplies $ Two Rivers Cooperative Golf Fuel $ 7, U S Postmaster Library Service $ United States Cellular All Utility $ 1, UnityPoint Clinic-Occupational Street Service $ USABlueBook Water Pollution Control Supplies $ Van Maanen Electric Inc Fire Service $ Van Meter Inc Street Lighting Supplies $ Van Wall Equipment City Garage Supplies $ Warnick & Reeves Mechanical Water Pollution Control Service $ Water Department All Utility $ 10, Watts Family Monuments Inc Cemetery Service $ Windstream Landfill Utility $ 1, Grand Totals: $ 317, ACH Payments from Great Southern Bank: State of Iowa Golf/Park/Landfill/WPC Sales Tax $ 1, Advantage Administrators All Insurance $ Payroll All Payroll $ 414, Payroll All Payroll $ 370, Payroll All Payroll $ 361,

26 City of Newton Council Report Item: Resolution Approving an Agreement for Private Development with Frantz Community Investors, LLC, in the North Central Urban Renewal Area Summary: This Agreement provides TIF development incentives for the renovation of 39-unit market-rate apartment and commercial complex on the Courthouse Square. Financial Impact: City commitment of $600,000 TIF grant, plus property tax rebates and other incentives. Report Number: Date: December 21, 2015 Lead Department: Finance and Development Recommendation: Approval Background: Since December of last year, the City has been working with Frantz Community Investors, a building renovation company based in Cedar Rapids, on a project to extensively renovate the Midtown Building in downtown Newton. The project would be a great catalyst for residential and commercial growth in the area and would preserve a valuable historic asset. In order to facilitate this development, a multiple piece City incentive is proposed to leverage $10 million of project investment. The Project: Frantz Community Investors plans to acquire the Midtown Building on the east side of the Courthouse Square (addressed at 105 North 2 nd Avenue East) and do an extensive historic renovation. The building was originally the Hotel Maytag, built in 1926 by F. L. Maytag, the founder of the global appliance company. It is claimed to be the first hotel west of the Mississippi to have air conditioning. It eventually was converted to an apartment-commercial complex, and has experienced maintenance issues in recent years that call into question its long-term sustainability, unless a major investment takes place. Under the Frantz plan, the upper three stories would be renovated into 36 one- and twobedroom market-rate apartments. The apartments would feature amenities that would target a high-quality market niche. On the second floor, three corporate apartments would be created for shorter-term stays for visiting business people. The second floor plans would also restore the former ballroom space that is currently broken up into offices. The ballroom renovation would include restoring the skylight, walls, and cornices, and would create an available event space that would accommodate hundreds of people. The commercial spaces on the first floor would also see improvements. All tenants would have the opportunity to remain, and other new ones would be recruited to fill other parts of the available space, including hopes for a fine dining establishment. The mechanical, electrical, and plumbing systems of the building would all be upgraded,

27 and the roof and exterior would also be repaired. Total project costs are expected to approach $11 million. All renovations will be done in accordance with the US Secretary of Interior s Standards for Rehabilitation, preserving the historical aspects of the building. Frantz Community Investors has an experienced team that has successfully completed historic renovation projects throughout Iowa and the upper Midwest. The Iowa projects include sites in Dubuque, Fort Madison, Marion, and Iowa City, and Frantz recently embarked on a $4 million project to restore the 160-room Hotel Northland in Green Bay, Wisconsin. Funding Frantz is planning to make a major equity investment into the building and will take out a large loan for the project. This investment is augmented by several public sources of support. These include Federal Historic Tax Credits, State of Iowa Historic Tax Credits, and State of Iowa Workforce Tax Credits. Through the efforts of Newton Main Street, the project was also awarded a $75,000 State of Iowa Main Street Challenge Grant to put towards the ballroom renovation. The City is proposing to participate in this project with significant investments. In May of this year, the City amended its North Central Urban Renewal Plan to specifically allow for incentives for this project, through a process that allowed for consultation with Jasper County and Newton School District. In June, the City issued $600,000 of TIF bonds that were intended for this project. This grant would be augmented by four other pieces of an incentive package: Property tax rebates. The building is currently valued at $343,990 by the County Assessor. The Agreement would require that to be increased to $2,300,000 before The current taxes of $13,300 per year would triple to $40,000 but then are proposed to be capped at that amount by rebating the taxes paid over $40,000 for a period of 15 years. Land. The City would sell for a nominal fee the lot at 114 North 2 nd Avenue East to the developer to use as parking. Infrastructure. The City would contribute $50,000 of TIF infrastructure funds towards the parking lot and utility relocations. Fees. The City would waive development permit fees associated with the project. With an approved Development Agreement, Frantz Community Investors would continue to move forward with their financing of the project. It would be anticipated to start construction in the early part of 2016 and would be complete in the middle portion of The City s participation in the project would help leverage a major investment in downtown Newton and would spur growth for the surrounding district. Recommendation: Staff recommends approval of the attached Resolution. Robert L. Knabel City Administrator

28 RESOLUTION NO RESOLUTION APPROVING AN AGREEMENT FOR PRIVATE DEVELOPMENT WITH FRANTZ COMMUNITY INVESTORS, LLC, IN THE NORTH CENTRAL URBAN RENEWAL AREA WHEREAS, the City of Newton (City) has adopted an Economic Development/Urban Renewal Plan for the North Central Urban Renewal Area and established a Tax Increment Finance district; and WHEREAS, Frantz Community Investors, LLC, has submitted plans to renovate the Midtown Building (originally the Hotel Maytag) at 105 North 2 nd Avenue East into approximately 39 apartments and additional commercial spaces, in the North Central Urban Renewal Area; and WHEREAS, an Agreement for Private Development (Agreement) has been negotiated with Frantz Community Investors, LLC (Developer), for developing this apartment and commercial building and has been found to be consistent with the goals and objectives of the Urban Renewal Plan; and WHEREAS, said Agreement negotiated with the Developer establishes its obligation to obtain the development site and construct minimum improvements; and WHEREAS, said Agreement provides that the City provide to the Developer an Economic Development Grant, infrastructure assistance, and partial property tax rebates, and sell a parcel of land for parking; and WHEREAS, the City Council of Newton has advertised and held a public hearing on the Agreement; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Newton: That the attached Agreement for Private Development by and between the City of Newton, Iowa, and Frantz Community Investors, LLC, for the renovation of an apartment/commercial complex located at 105 North 2 nd Avenue East the North Central Urban Renewal Area, be approved and accepted; and BE IT FURTHER RESOLVED that the Mayor and staff are directed to execute the Agreement with the Developer and the City Clerk is directed to record said Agreement with the Jasper County Recorder s Office.. PASSED this day of December, APPROVED this day of December, (Seal) Michael L. Hansen, Mayor ATTEST: Katrina Davis, City Clerk

29 Agreement for Private Development By and Between The City of Newton, Iowa and Frantz Community Investors, LLC

30 TABLE OF CONTENTS Page AGREEMENT FOR PRIVATE DEVELOPMENT... 1 ARTICLE I. DEFINITIONS Section 1.1 Definitions... 1 ARTICLE II. REPRESENTATIONS AND WARRANTIES OF DEVELOPER Section 2.1 Representations and Warranties of Developer... 3 Section 2.2. Representations and Warranties of City... 4 ARTICLE III. ECONOMIC DEVELOPMENT INCENTIVES Section 3.1 Economic Development Grant... 4 Section 3.2 Economic Development Real Estate Tax Rebate... 4 Section 3.3 Conditions Precedent to Economic Development Grant... 5 Section 3.4 City Sale of Parking Property... 5 Section 3.5 City Infrastructure Grant... 6 Section 3.6 City Waiver of Permit Fees... 6 Section 3.7 City Right of Review and Approval of Public Improvements... 6 ARTICLE IV. CONSTRUCTION OF MINIMUM IMPROVEMENTS Section 4.1 Construction of Minimum Improvements... 6 Section 4.2 Construction Plans... 6 Section 4.3 Commencement and Completion of Construction... 6 Section 4.4 Certificate of Completion... 6 ARTICLEV. INSURANCE Section 5.1. Insurance Requirements... 7 ARTICLE VI. ASSESSMENT AGREEMENT Section 6.1 Execution of Assessment Agreement... 7 Section 6.2 Real Property Taxes... 8 ARTICLE VII. MORTGAGE FINANCING Section 7.1. Limitation Upon Encumbrances of Property... 8 Section 7.2. Permitted Encumbrances... 8 Section 7.3. Approval of Mortgage... 9 Section 7.4. Notice of Default; Copy to Mortgagee... 9 Section 7.5 Subordination and Modification for the benefit of Mortgagees... 9 ARTICLE VIII. RESTRICTIONS UPON USE OF DEVELOPMENT PROPERTY Section 8.1. Restrictions on Use... 9 Section 8.2. Covenants... 9 Section 8.3. City's Rights to Enforce ARTICLE IX. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER Section 9.1. Assignment Section 9.2. Representations as to Development Section 9.3. Information as to Parties in Control Section 9.4. Release and Indemnification Covenants ARTICLE X. CITY FINANCING AND TAX INCREMENT Section Limitation on Financial Undertakings of the City Section Use of Tax Increments ARTICLE XI. REMEDIES Section Events of Default Defined Section Remedies on Default Section Remedies Section No Remedy Exclusive Section No Implied Waiver Section 11.6 Agreement to Pay Attorneys Fees and Expenses... 13

31 TABLE OF CONTENTS (cont.) Page ARTICLE XII. DEVELOPER S OPTION TO TERMINATE AGREEMENT Section Developer s Option to Terminate 13 Section Action to Terminate 13 Section 12.3 Effect of Termination 13 ARTICLE XIII. MISCELLANEOUS Section Conflict of Interest 14 Section 13.2 Non-Discrimination 14 Section Notices and Demands 14 Section 13.4 Memorandum of Agreement 14 Section 13.5 Provisions Not Merged With Deed 14 Section Titles of Articles and Sections 14 Section Counterparts 14 Section 13.8 Governing Law 14 Section Submission to Jurisdiction of Iowa Courts 14 Section Entire Agreement 15 Section Agreement Effective 15 EXHIBITS Exhibit A - Project Area Exhibit B - Development Property Exhibit C Minimum Assessment Agreement Exhibit D Development Project Description Exhibit E Certificate of Completion Exhibit F - Form of Legal Opinion Exhibit G - Memorandum of Agreement for Private Redevelopment

32 AGREEMENT FOR PRIVATE DEVELOPMENT THIS AGREEMENT FOR PRIVATE DEVELOPMENT (hereinafter called "Agreement"), is made on or as of the day of, 2015, by and among the City of Newton, Iowa, a municipality (hereinafter called "City"), established pursuant to the Code of Iowa of the State of Iowa and acting under the authorization of Chapter 403 of the Code of Iowa, 2015, as amended (hereinafter called "Urban Renewal Act"), and Frantz Community Investors, LLC, an Iowa limited liability company, 3801 Beverly Road SW, Suite 300, Cedar Rapids, IA, 52404, (hereinafter called "Developer"). WlTNESSETH: WHEREAS, in furtherance of the objectives of the Urban Renewal Act, the City has undertaken a program for the clearance and reconstruction or rehabilitation of a blighted area and an economic development area in the City and, in this connection, is engaged in carrying out an urban renewal project known as the "Amended and Restated North Central Area Urban Renewal Project" in an area described in Exhibit A attached hereto and made a part hereof (hereinafter called "Project Area") located in the City; and WHEREAS, by Resolution No approved and adopted on November 4, 1991, the City Council has approved and adopted an urban renewal plan for the Project Area designated as the "Amended and Restated North Central Area Urban Renewal Plan", as amended by Resolution , adopted February 7, 2005, and as further amended by Resolution , adopted October 7, 2013, by Resolution , adopted April 21, 2014, and by Resolution , adopted May 18, 2015 (together, the "Urban Renewal Plan"); and WHEREAS, a copy of the Urban Renewal Plan has been recorded among the land records in the office of the Recorder of Jasper County, Iowa; and WHEREAS, the Developer plans to acquire certain real property located in the Urban Renewal Area as more particularly described in Exhibit B attached hereto and made a part hereof (which property as so described is hereinafter called the "Development Property"); and WHEREAS, contingent upon the City providing assistance to the Developer, Developer is willing to purchase and develop the Development Property for and in accordance with the uses specified in the Urban Renewal Plan and in accordance with this Agreement; and WHEREAS, the City believes that investment, development, and job creation within the Project Area and of the Development Property pursuant to this Agreement and the fulfillment generally of this Agreement are in the best interests of the City and in accord with the public purposes and provisions of the applicable State and local laws and requirements under which the Project has been undertaken and may be assisted. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: ARTICLE I. DEFINITIONS Section 1.1. Definitions. In addition to other definitions set forth in this Agreement, all capitalized terms used and not otherwise defined herein shall have the following meanings unless a different meaning clearly appears from the context: 1

33 Agreement means this Agreement and all appendices hereto, as the same may be from time to time modified, amended or supplemented. Bonds means the aggregate principal amount of general obligation bonds or urban renewal tax increment revenue bonds to be issued by the City for the purpose of providing an Economic Development Grant to the Recipient as provided in this Agreement. Certificate of Completion means the certification in the form of the certificate attached hereto as Exhibit E and hereby made a part of this Agreement, provided to the Developer pursuant to Section 4.4 of this Agreement. City means the City of Newton, Iowa, or any successor to its functions. Code means the Code of Iowa, 2014, as amended. Construction Plans means the plans, specifications, drawings and related documents of the construction work to be performed by the Developer on the Development Property; the plans shall include at least the following: (1) site plan; (2) floor plan; (3) elevations. County means the County of Jasper, Iowa. Developer means Frantz Community Investors, LLC, an Iowa limited liability company, its successors and assigns, specifically including the planned transfer to Newton Second Avenue Building, LLC. Development Property means the portion of the Project Area being acquired by the Developer pursuant to this Agreement and more particularly described in Exhibit B, attached and made a part hereof. Event of Default means any of the events described in Section 11.1 of this Agreement that have continued beyond any applicable notice and cure period. First Mortgage means any Mortgage granted to secure any loan made pursuant to either a mortgage commitment obtained by the Developer from a commercial lender or other financial institution to fund any portion of acquisition, development, construction or capital requirements of the Development Property, or all such Mortgages as appropriate. Minimum Improvements means the historically-sensitive renovation of an existing building into approximately 35 market-rate apartment units, at least two corporate extended stay suites, and a variety of commercial spaces, including restaurants, a movie theatre, a ballroom, and related improvements, as shown in Exhibit D attached and made a part hereof. Mortgage means any mortgage or security agreement in which the Developer has granted a mortgage or other security interest in the Development Property, or any portion or parcel thereof, or any improvements constructed thereon. Net Proceeds means any proceeds paid by an insurer to the Developer or the City under a policy or policies of insurance required to be provided and maintained by the Developer pursuant to Article V of this Agreement and remaining after deducting all expenses (including fees and disbursements of counsel) incurred in the collection of such proceeds. Project shall mean the acquisition, development, renovation, and continued operation of the Development Property. Project Area means the real property encompassed by the Urban Renewal Plan and more particularly described in Exhibit A, attached and made a part hereof. 2

34 Public Improvements means those improvements located outside the Development Property and within the public right-of-way, comprised of street paving, curb and gutter, sidewalks, storm water intakes, and pipes. State means the State of Iowa. Tax Increments means the tax increment revenues derived from projects within the Project Area under the provisions of Section of the Code and appropriate Ordinance of the City, under which the taxes levied on the taxable property in the Project Area shall be divided. Termination Date means the date of expiration of this Agreement, June 30, Unavoidable Delays means delays, outside the control of the party claiming its occurrence, which are the direct result of strikes, other labor troubles, unusually severe or prolonged bad weather, acts of God, fire or other casualty to the Minimum Improvements, litigation commenced by third parties, or acts of any federal, State or local governmental unit (other than the City) which directly result in delays. ARTICLE II. REPRESENTATIONS AND WARRANTIES OF PARTIES Section 2.1. Representations and Warranties of Developer. The Developer makes the following representations and warranties: (a) The Developer has power and authority to enter into this Agreement and to perform its obligations hereunder, and is not in violation of any provisions of formation, any operating agreement or the laws of the State. (b) The Developer will cause the Development Property to be operated and maintained in accordance with the terms of this Agreement and the Urban Renewal Plan. (c) The Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and Federal laws and regulations which must be obtained or met in order to operate and maintain the Development Property. (d) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a breach of, the terms, conditions or provisions of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, nor do they constitute a default under any of the foregoing. (e) The Developer will invest sufficient funds for acquisition, renovation, operation, and maintenance of the Development Property and related site improvements. (f) The Developer has not received any written notice from any local, state or federal official that the activities of the Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the City has been notified). The Developer is not aware of any State or Federal claim filed or planned to be filed by any party relating to any violation of any local, State or Federal environmental law, regulation or review procedure, and the Developer is not aware of any violation of any local, State or federal law, regulation or review procedure which would give any person a valid claim under any State or federal environmental statute. 3

35 (g) The Developer has the capacity to finance the Project, i.e. to provide for its acquisition of the Development Property its operation and maintenance as contemplated in this Agreement. (h) The Developer will cooperate fully with the City in resolution of any traffic, parking, trash removal, or public safety problems that may arise in connection with the operation and maintenance of the Development Property. Section 2.2. Representations and Warranties of City. The City makes the following representations and warranties: (a) The City has the legal authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by the City have been duly authorized by all necessary action, and the Agreement has been duly executed and delivered by authorized representatives of the City. (b) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a breach of, the terms, conditions or provisions of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the City is now a party or by which it is bound, nor do they constitute a default under any of the foregoing. (c) The Urban Renewal Plan of the City has been properly promulgated and conforms to Iowa law in all respects. (d) The redevelopment of the Development Property as planned by the Project and contemplated under this Agreement is consistent with the Urban Renewal Plan, without consideration of future amendments, which currently recommends commercial, retail, residential, or office development. (e) The City shall provide the Economic Development Grant and Property Tax Rebates, subject to annual appropriation, described in Article 3 below, subject to the conditions therein. ARTICLE III. ECONOMIC DEVELOPMENT INCENTIVES AND LAND SALE Section 3.1. Economic Development Grant. The City shall provide an Economic Development Grant in the amount of $600,000 to the Developer as provided herein. The Grant is intended to offset Developer s costs associated with renovating the Minimum Improvements. The Grant is payable in two installments. (a) The first installment of $250,000 is payable upon acquisition of the property and securing of a building permit for the project. (b) The final payment of $350,000 is payable upon issuance of the Certificate of Occupancy for the complete building. Section 3.2. Economic Development Real Estate Tax Rebate. The City shall provide a Real Estate Tax Rebate to the Developer as provided herein. The Rebate is intended to offset Developer s costs associated with renovating and operating the Minimum Improvements. The Rebate shall consist of the annual real estate taxes in excess of $40,000 paid by the Developer attributable to the Development Property in each subject fiscal year. The City shall transmit such rebate to the Developer, providing the Developer shall have fulfilled the following Conditions Precedent. The potential rebates shall begin in City 4

36 Fiscal Year (July 1, 2016 to June 30, 2017) and continue for the subsequent fourteen (14) fiscal years (through ), subject to its appropriations process in each year. The Developer shall, during the month of April in the subject fiscal years, provide documentation to the City of the amount of real estate taxes it paid for the Development Property, and the City shall promptly, within thirty (30) days, rebate the Developer the amount above $40,000 for the given fiscal year. The Development Property shall be in operation as an apartment building and commercial facility in order to be eligible for any given rebate payment. Section 3.3. Conditions Precedent to Provision of Economic Development Grant. The City's obligation to provide an Economic Development Grant to the Developer shall be subject to satisfaction of the following conditions precedent: (a) Agreement; The Developer shall be in material compliance with all the terms and provisions of this (b) The Developer shall have submitted to the City Construction Plans for the Project, and such Construction Plans shall have been approved by the City pursuant to Section 4.2 of this Agreement; (c) The Developer shall have received and provided to the City, evidence of financing and a signed contract for construction of the Minimum Improvements; (d) Receipt of an Opinion of Counsel to the Developer in the form generally consistent with that attached hereto as Exhibit F; (e) At no cost to the City, the Developer will dedicate and convey all necessary street right-ofway and public utility easements necessary to serve the Development Property; and (f) Prior to the City s provision of a final grant payment or any rebate payment, the Developer shall have completed construction of the Minimum Improvements and obtained an occupancy permit from the City. (g) Prior to any rebate payment, the owner of the Development Property shall have paid in full the annual real estate taxes for said property. Section 3.4. City Sale of Parking Property. The City is the owner of a parcel of property located at 114 North Second Avenue East in Newton, legally described as the western 44 feet of Lot 7 of Block 10 in the Original Town Plat, City of Newton, Jasper County, Iowa. For the purposes of providing parking spaces in support of the Minimum Improvements, the City shall sell for $1 this property to the Developer. The necessary public hearing process shall be followed to dispose of this Urban Renewal Area property. Pedestrian access between the northern half of Block 10 and North 2 nd Avenue East must be preserved. Section 3.5. City Infrastructure Grant. In order to provide infrastructure in support of the project, such as sewer and water lines and parking lot paving, the City of Newton will provide $50,000 to the project, upon completion of infrastructure improvements and the issuance of the Final Certificate of Occupancy for the project. Section 3.6. City Waiver of Permit Fees. The City of Newton will waive permit fees for the issuance of building permits, plumbing permits, mechanical permits, and electrical permits for the construction of the Minimum Improvements. The waiving of fees does not remove the requirements for submitting the necessary plans, securing the permits, or having the work inspected. 5

37 Section 3.7. City's Right of Review and Approval of Improvements within the Public Right-of- Way. The City shall have the right of final approval of the Developer s design and construction of all improvements located adjacent to the Development Property and within the public right-of-way, including but not limited to, driveway access locations, curb cuts, driveway approach, storm sewer intake and pipe location, size and materials, sanitary sewer or other utility access or relocation. The City reserves the right to verify and inspect the work during construction. The City shall not be responsible for, nor bear any portion of the cost of, installing the necessary utility connections between the Minimum Improvements to be constructed on the Development Property and the water, sanitary sewer and storm drain mains or other public utility lines owned by the City or by any public utility company or electric, gas, telephone or other public utility lines owned by any public company, and the Developer shall pay all such costs and secure any and all such permits required for any such installation without cost or expense to the City. ARTICLE IV. CONSTRUCTION OF MINIMUM IMPROVEMENTS Section 4.1. Construction of Minimum Improvements. The Developer agrees that it will cause the Minimum Improvements to be constructed on the Development Property in conformance with the Construction Plans approved by the City. The Developer agrees that the scope and scale of the Minimum Improvements to be constructed shall not be less than the scope and scale of the Minimum Improvements as detailed and outlined in the Construction Plans. Section 4.2. Construction Plans. The Developer shall cause Construction Plans to be provided for the Minimum Improvements. The Construction Plans shall provide for the Minimum Improvements to be constructed on the Development Property, and shall be in conformity with the Urban Renewal Plan, this Agreement, and all applicable State and local laws and regulations. The City shall approve the Construction Plans if such plans are sufficient to serve as the basis for the issuance of Building, Plumbing and Electrical permits. The site and building construction plans submitted by the Developer to the Building Inspector and Fire Marshal of the City shall be adequate to serve as the Construction Plans required by this Agreement. Section 4.3. Commencement and Completion of Construction. Subject to Unavoidable Delays, the Developer shall cause construction of the Minimum Improvements to be substantially completed (i) by September 1, 2016 or (ii) on such other date as the parties shall mutually agree in writing. Time lost as a result of Unavoidable Delays may be added to extend this date. All work with respect to the Minimum Improvements to be constructed or provided by the Developer on the Development Property shall be in conformity with the Construction Plans as submitted by the Developer and approved by the City. Section 4.4. Certificate of Completion. Upon written request of the Developer after issuance of an occupancy permit for the Minimum Improvements, the City will furnish the Developer with a Certificate of Completion in recordable form, in substantially the form set forth in Exhibit E attached hereto. Such Certificate of Completion shall be a conclusive determination of satisfactory termination of the covenants and conditions of this Agreement with respect to the obligations of the Developer to construct the Minimum Improvements. The Certificate of Completion may be recorded in the proper office for the recordation of deeds and other instruments pertaining to the Development Property at the Developer's sole expense. If the City shall refuse or fail to provide a Certificate of Completion in accordance with the provisions of this Section 4.4, the City shall, within twenty (20) days after written request by the Developer, provide the Developer with a written statement indicating in adequate detail in what respects the Developer has failed to complete the Minimum Improvements in accordance with the provisions of this Agreement, or is otherwise in default under the terms of this Agreement, and what measures or acts it will be necessary, in the opinion of the City, for the Developer to take or perform in order to obtain such Certificate of Completion. 6

38 ARTICLE V. INSURANCE Section 5.1. Insurance Requirements. The Developer shall: (a) Carry such insurance with appropriate limits to ensure reconstruction and to ensure viability of project for the length of the Agreement; and (b) Complete the construction, repair, reconstruction and restoration of the Minimum Improvements, whether or not the Net Proceeds of insurance received by the Developer for such purposes are sufficient for such purpose. ARTICLE VI. ASSESSMENT AGREEMENT AND OTHER COVENANTS Section 6.1. Execution of Assessment Agreement. Concurrently with execution of this Agreement, the Developer shall execute and deliver to the City, an Assessment Agreement pursuant to the provisions of Section 403.6(19) of the Code of Iowa specifying the Assessor's Minimum Actual Value for the Development Property for calculation of real property taxes. Specifically, the Developer shall agree to a minimum actual value for the Development Property which will result in a minimum actual value as of January 1, 2018 of Two Million Three Hundred Thousand Dollars ($2,300,000) (such minimum actual value at the time applicable at the time is herein referred to as the "Assessor's Minimum Actual Value"). (Nothing in the Assessment Agreement shall limit the discretion of the Assessor to assign an actual value to the Development Property in excess of such Assessor's Minimum Actual Value nor prohibit the Developer from seeking through the exercise of legal or administrative remedies a reduction in such actual value for property tax purposes; provided, however, for so long as the Assessment Agreement shall remain in effect, the Developer shall not seek a reduction of such actual value below the Assessor's Minimum Actual Value in any year nor shall the Developer seek a change in the classification from a "commercial" assessment). The Assessment Agreement shall remain in effect until December 31, The Assessment Agreement shall be certified by the Assessor for the County as provided in Iowa Code Section 403.6(19) and shall be filed for record in the office of the County Recorder of the County, and such filing shall constitute notice to any subsequent encumbrancer or purchaser of the Development Property (or part thereof), whether voluntary or involuntary, and such Assessment Agreement shall be binding and enforceable in its entirety against any such subsequent purchaser or encumbrancer, including the holder of any First Mortgage. This Minimum Assessment Agreement shall apply to the Development Property irrespective of the taxable or taxexempt status of the fee title holder, lessee, occupant or user and whether the building is occupied or unoccupied. The Developer and its successors or assigns agree that said Minimum Assessment shall remain in effect and the full and appropriate amount of real estate tax as computed thereon shall be paid until the end date established in Section 6.1 hereof. Section 6.2. Real Property Taxes. The Developer shall pay, when due, all real property taxes and assessments payable with respect to all and any parts of the Development Property leased by it and pursuant to the provisions of the Assessment Agreement and until the Developer's obligations have been assumed by any other person pursuant to the provisions of this Agreement. The Developer agrees that prior to the Termination Date: (a) It will not seek administrative review or judicial review of the applicability or constitutionality of any tax statute relating to the taxation of property contained on the Development 7

39 Property determined by any tax official to be applicable to the Development Property or the Developer or raise the inapplicability or constitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; and (b) It will not seek any tax deferral or abatement, either presently or prospectively authorized under Iowa Code Chapter 403 or 404, or any other State or Federal law, of the taxation of real property contained in the Development Property between the date of execution of this Agreement and the Termination Date. ARTICLE VII. MORTGAGE FINANCING Section 7.1. Limitation Upon Encumbrance of Property. Subsequent to the Developer acquiring title to the Development Property and prior to the completion of the Minimum Improvements, as certified by the City, neither the Developer nor any successor in interest to the Development Property or any part thereof shall engage in any financing or any other transaction creating any mortgage or other encumbrance or lien upon the Development Property, other than Permitted Encumbrances as set forth below, whether by express agreement or operation of law, or suffer any encumbrance or lien to be made on or attach to the Development Property, and except upon the prior written approval of this City in accordance with Sections 7.1 and 7.3 of this Agreement. Section 7.2. Permitted Encumbrances. The following encumbrances are acknowledged and/or shall be permitted upon the Development Property: (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning ordinances) restricting or regulating or prohibiting the occupancy, use or enjoyment of the Development Property, or regulating the character, dimensions or location of any improvement now or hereafter erected on the Development Property, or prohibiting a separation in ownership or a reduction in the dimensions or area of the Development Property, or the effect of any violation of any such law, ordinance or governmental regulation. (b) Rights of eminent domain or governmental rights of police power. (c) Defects, liens, encumbrances, adverse claims or other matters: (a) resulting in no loss or damage to the Developer; and (b) attaching or created pursuant to Article VI of the Agreement. (d) Any Mortgage approved or permitted under Section 7.3 of the Agreement and any liens and encumbrances permitted under the terms of said Mortgage. (e) Any residential lease made in the ordinary course of Developer s business. Section 7.3. Approval of Mortgage. The City shall approve a Mortgage(s) for purchase, development, renovation, and operation the Development Property if: (a) (b) the City first receives a copy of all mortgage documents; and the Mortgage conforms to the terms of Section 7.5 of this Agreement. Section 7.4. Notice of Default; Copy to Mortgagee. Whenever the City shall deliver any notice or demand to the Developer with respect to any breach or default by the Developer in its obligations or covenants under the Agreement, the City shall at the same time forward a copy of such notice or demand to each holder of any Mortgage authorized by the Agreement at the last address of such holder shown in the records of the City. 8

40 Section 7.5. Subordination and Modification for the Benefit of Mortgagees. (a) In order to facilitate the obtaining of financing for the acquisition, development, renovation, and operation of the Development Property, the City agrees to subordinate its rights under this Agreement to a holder(s) of a Mortgage(s) for the purposes of this Agreement. (b) In order to facilitate the obtaining of financing for the acquisition, development, renovation, and operation of the Development Property, the City agrees that it shall agree to any reasonable modification of this Article VII or waiver of its rights hereunder to accommodate the interests of the holder(s) of the First Mortgage and other Mortgages that are a part of the total financing of the Development Property, provided, however, that the City determines, in its reasonable judgment, that any such modification(s) will adequately protect the legitimate interests and security of the City with respect to the Project and the Urban Renewal Plan. The City also agrees to consider such modification(s) of this Article VII with respect to other holders, and to agree to such modifications if the City deems such modification(s) necessary and reasonable. ARTICLE VIII. RESTRICTIONS UPON USE OF DEVELOPMENT PROPERTY Section 8.1. Restrictions on Use. The Developer agrees for itself, and its successors and assigns, and every successor in interest to the Development Property, or any part thereof, that for a period of twelve (12) years following the date of this Agreement the Developer and such successors and assigns, shall: (a) Devote the Development Property to, and only to and in accordance with, the uses specified in the Urban Renewal Plan; (b) Comply with the Iowa Civil Rights Act of 1965; and (c) Devote the Development Property solely to uses as permitted by the appropriate zoning regulations of the City of Newton as now or hereafter shall apply to said Development Property. Section 8.2. Covenants. It is intended and agreed that except as modified or limited below the agreements and covenants provided in this Section shall, without regard to technical classification or designation, legal or otherwise, and except only as otherwise specifically provided in this Agreement, be binding, to the fullest extent permitted by law and equity, for the benefit and in favor of, and enforceable by, the City, its successors and assigns and every successor in interest to the Development Property, or any part thereof or any interest therein, and any party in possession or occupancy of the Development Property or any part thereof. It is further intended and agreed that the agreements and covenants provided in Section 8.1 shall terminate after the Termination Date and shall thereafter have no force and effect; provided, that until the Termination Date, but not thereafter, such agreements and covenants shall be binding on the Developer itself, each successor in interest to the Development Property, and every part thereof, and each party in possession or occupancy, respectively, only for such period as such successor or party shall have title to, or an interest in, or possession or occupancy of, the Development Property or part thereof. Section 8.3. City's Rights to Enforce. It is intended and agreed that the City and its successors and assigns shall be deemed beneficiaries of the agreements and covenants provided in this Section, both for and in its own right and also for the purposes of protecting the interests of the community and other parties, public or private, in whose favor or for whose benefit such agreements and covenants have been provided. Such agreements and covenants shall run in favor of the City, through the Termination Date, during which time such agreements and covenants shall be in force and effect, without regard to whether the City has at any time been, remains, or is an owner of any land or interest therein to or in favor of which such agreements and covenants relate. The City shall have the right, in the event of any breach of any such agreement or covenant, to exercise all the rights and remedies, and to maintain any actions or suits at law 9

41 or in equity or other proper proceedings to enforce the curing of such breach of agreement or covenant, to which it or any other beneficiaries of such agreement or covenant may be entitled. ARTICLE IX. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER Section 9.1. Assignment. This Agreement shall bind and inure to the benefit of City and Developer and their respective successors and assigns. This Agreement, Development Property Assets, and Development Property shall be assignable by the Developer only with the written consent of the City after adequate notice of the request to assign the Agreement; and such consent by the City shall not be unreasonably withheld, conditioned or delayed provided the City, who in its sole discretion, deems the transfer reasonable and appropriate for protecting the City's interests within the agreement and considering the likelihood of the Development Property being successfully operated and maintained pursuant to the terms of this Agreement. Notwithstanding the foregoing, the City agrees and consents to a planned transfer to Newton Second Avenue Building, LLC, as a subsidiary entity of the Developer. Section 9.2. Representation as to Development. The Developer represents and agrees that its Development of the Development Property, and its other undertakings pursuant to this Agreement, are, and will be used, for the purpose of Development of the Development Property and not for speculation in land holding. The Developer further recognizes that, in view of (a) community; the importance of the development of the Development Property to the general welfare of the (b) the substantial financing and other public aids that have been made available by law and by the City for the purpose of making such development possible; and (c) the fact that any act or transaction involving or resulting in a significant change in the ownership or with respect to the identity of the parties in control of the Developer or the degree thereof, is for practical purposes a transfer or disposition of the Development Property then owned by the Developer, the qualifications and identity of the Developer are of particular concern to the City. The Developer further recognizes that it is because of such qualifications and identity that the City is entering into this Agreement with the Developer. Section 9.3. Information as to Parties in Control. In order to assist in the effectuation of the purposes of this Article IX and the statutory objectives generally, the Developer agrees that during the period between execution of this Agreement and the Termination Date, the Developer will promptly notify the City of any changes with respect to ownership of the Development Property. Section 9.4. Release and Indemnification Covenants. (a) The Developer releases the City and the governing body members, officers, agents, servants and employees thereof (hereinafter, for purposes of this Section 9.5, the "indemnified parties") from, covenants and agrees that the indemnified parties shall not be liable for, and agrees to indemnify, defend and hold harmless the indemnified parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements, subsequent to Developer acquiring title to the Development Property (b) Except for any willful misrepresentation or any willful or wanton misconduct or any unlawful act of the indemnified parties, the Developer agrees to protect and defend the indemnified parties, now or forever, and further agrees to hold the indemnified parties harmless, from any claim, demand, suit, action or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from 10

42 (i) any violation of any agreement or condition of this Agreement or (ii) the acquisition, ownership, operation, and maintenance of the Development Property or (iii) any hazardous substance or environmental contamination located in or on the Development Property, which substance or contamination comes to be located on the Development Property subsequent to the Developer's title to the Development Property. (c) The indemnified parties shall not be liable for any damage or injury to the persons or property of the Developer or its officers, agents, servants or employees or any other person who may be about the Development Property due to any act of negligence of any person, other than any act of negligence on the part of any such indemnified party or its officers, agents, servants or employees. (d) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City, and not of any governing body member, officer, agent, servant or employee of the City in the individual capacity thereof. (e) The provisions of this Section 9.5 shall survive the termination of this Agreement. ARTICLE X. CITY FINANCING AND TAX INCREMENT Section Limitations on Financial Undertakings of the City. Notwithstanding any other provisions of this Agreement, the City shall have no obligation to the Developer under this Agreement to provide the Economic Development Rebate in Article III of this Agreement, if any of the following conditions exist: (a) The City is entitled under Section 11.2 of this Agreement to exercise any of the remedies set forth therein as a result of any Event of Default. Section Use of Tax Increments. The parties further recognize and agree that the City intends to use all Tax Increments collected in respect of the Developer Property to pay for Urban Renewal costs. To the extent Tax Increments are collected in respect of the Development Property in excess of the City's costs related to this Project, or to the extent other Tax Increments are collected in respect of properties within the Project Area, the City shall be free to use such Tax Increments for any purpose for which the Tax Increments may lawfully be used pursuant to the provisions of the Urban Renewal Act, and the City shall have no obligations to the Developer with respect to the use of any such Tax Increments. ARTICLE XI. REMEDIES Section Events of Default Defined. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement, any one or more of the following events: (a) Failure of the Developer to sign a contract for acquisition of the Development Property. (b) Failure by the Developer to pay, before delinquency, pursuant to Article III of this Agreement, all ad valorem real property taxes assessed with respect to the Development Property. (c) Transfer of any interest in the Developer of the Development Property in violation of the provisions of Article IX of this Agreement. 11

43 (d) Failure by the Developer to substantially observe or perform any other covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement subject to the cure provisions set out in Section 11.2 of this Agreement. (e) The holder of any Mortgage on the Development Property, or any improvements thereon, or any portion thereof, commences foreclosure proceedings as a result of any default under the applicable Mortgage documents. Section Remedies on Default. Whenever any Event of Default referred to in Sections 11.1(a)-(e) of this Agreement occurs and is continuing, the City may give written notice to the Developer and the holder of the First Mortgage of the Event of Default, that the Developer must cure the Event of Default within 60 days or provide assurances that are reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible. Should any Event of Default not be cured in the above listed time frames, the City may take any one or more of the following actions: (a) The City may suspend its performance under this Agreement until it receives assurances from the Developer, deemed adequate by the City, that the Developer will cure its default and continue its performance under this Agreement; or (b) The City may cancel and rescind this Agreement. Section Remedies. The parties agree to attempt to resolve any issues such as by mediation and negotiation without the need of pursuing legal action. However, in the event it becomes necessary for either party hereto to file suit to enforce this Agreement or any provision contained herein, the party prevailing in such suit shall be entitled to recover damages. Section No Remedy Exclusive. No remedy herein conferred upon or reserved to the City is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. Section No Implied Waiver. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by any other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Section Agreement to Pay Attorneys' Fees and Expenses. Whenever any Event of Default occurs and either the City or the Developer shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement or performance or observance of any obligation or agreement on the part of the other, and each party shall be responsible for their own fees and expenses. ARTICLE XII. DEVELOPER'S OPTION TO TERMINATE AGREEMENT Section Developer's Options to Terminate. This Agreement may be terminated by the Developer, if: 12

44 (i) (ii) the Developer is in compliance with all material terms of this Agreement and no Event of Default has occurred; and the City fails to comply with any material term of this Agreement, and, after written notice by the Developer of such failure, the City has failed to cure such noncompliance within sixty (60) days of receipt of such notice, or, if such noncompliance cannot reasonably be cured by the City within ninety (60) days of receipt of such notice, the City has not provided assurances, reasonably satisfactory to the Developer that such noncompliance will be cured as soon as reasonably possible. the Developer must provide notice to the City of its intent to terminate the Agreement within 10 days after the 60 day cure period or the Developer will waive its right to terminate the Agreement This Agreement may further be canceled by the Developer if it is unable to obtain financing approvals for the acquisition, development, renovation, or operation of the Development Property or if it is unable to obtain clear and merchantable title to the Development Property. This Agreement may further be terminated should the development fail to proceed for any reason after the Developer receives the $250,000 first installment of the Economic Development Grant as set forth in Sections 3.1(a) and 3.1(b) of the Agreement. In such an event, the Developer would then pay back to the City the amount of the Economic Development Grant received, along with interest of 8% (annual). Section Action to Terminate. Termination of this Agreement pursuant to Section 12.1 of this Agreement must be accomplished by written notification by the Developer to the City within thirty (30) days after the date when such option to terminate may first be exercised. A failure by the Developer to terminate this Agreement within such period constitutes a waiver by the Developer of its rights to terminate this Agreement due to such occurrence or event. Section Effect of Termination. If this Agreement is terminated pursuant to this Article XII, this Agreement shall be from such date forward null and void and of no further effect; provided, however, that the City's rights to indemnification under Section 9.5 hereof shall in all events survive and provided further that the termination of this Agreement shall not affect the rights of either party to institute any action, claim or demand for damages suffered as a result of breach or default of the terms of this Agreement by the other party, or to recover amounts which had accrued and become due and payable as of the date of such termination. Developer shall also have any other remedies available at law or in equity. Upon termination of this Agreement pursuant to this Article XII, the Developer shall be free to proceed with the renovation and operation of the Development Property at its own expense and without regard to the provisions of this Agreement. ARTICLE XIII. MISCELLANEOUS Section Conflict of Interest. Developer agrees that, to its best knowledge and belief, no member, officer or employee of the City, or its designees or agents, nor any consultant or member of the governing body of the City, and no other public official of the City who exercises or has exercised any functions or responsibilities with respect to the Project during his or her tenure, or who is in a position to participate in a decision-making process or gain insider information with regard to the Project, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Project, or in any activity, or benefit therefrom, which is part of this Project at any time during or after such person's tenure. 13

45 Section Non-Discrimination. In carrying out the renovation and operation of the Minimum Improvements, the Developer shall not discriminate against any employee or applicant for employment because of race, creed, color, sexual orientation, religion, gender, national origin, age, or disability. The Developer shall ensure that applicants for employment are considered, and that employees are treated during employment, without regard to their race, creed, color, sexual orientation, religion, gender, national origin, age, or disability. Section Notices and Demands. A notice, demand or other communication under this Agreement by either party to the other shall be effective upon receipt and sent by registered or certified mail, postage prepaid, return receipt requested, by a nationally recognized overnight delivery service or delivered personally, and (a) In the case of the Developer, is addressed or delivered personally to Frantz Community Investors, LLC, 3801 Beverly Road SW, Suite 300, Cedar Rapids, IA, 52404, and (b) In the case of the City, is addressed to or delivered personally to the City at City Hall, 101 West Fourth Street South, Newton, Iowa 50208, Attn: City Administrator; or at such other address with respect to either party as that party may from time to time designate in writing and forward to the other as provided in this Section. Section Memorandum of Agreement. The parties agree to execute and record a Memorandum of Agreement for Private Development, in substantially the form attached as Exhibit G, to serve as notice to the public of the existence and provisions of this Agreement, and the rights and interests held by the City by virtue hereof. The City shall pay all costs of recording. Section Provisions Not Merged With Deed. None of the provisions of this Agreement shall be merged by reason of the delivery of the Deed, and the Deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Iowa. Section Submission to Jurisdiction of Iowa Courts. Developer agrees to submit to and be bound by the jurisdiction of the courts of the state of Iowa. Section Entire Agreement. This Agreement and the exhibits hereto reflect the entire agreement between the parties regarding the subject matter hereof, and supersedes and replaces all prior agreements, negotiations, or discussions, whether oral or written. This Agreement may not be amended except by a subsequent writing signed by all parties hereto. Section Agreement Effective. This Agreement shall become effective and binding upon the Developer concurrent with its taking title to the Development Property. [Signature Page Follows] 14

46 SIGNATURE PAGE TO AGREEMENT FOR PRIVATE DEVELOPMENT IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its name and behalf by its Mayor and its seal to be hereunto duly affixed and attested by its City Clerk, and the Developer has caused this Agreement to be duly executed in its name and behalf by its Owner and its Secretary/Treasurer, on or as of the day first above written. (SEAL) CITY OF NEWTON,IOWA By: Michael L. Hansen, Mayor ATTEST: By: Katrina Davis, City Clerk DEVELOPER: Frantz Community Investors, LLC, an Iowa limited liability company By its Managing Members: By: Name: Its: By: Name: Its: Authorized Signer Authorized Signer 15

47 ACKNOWLEDGEMENT PAGE TO AGREEMENT FOR PRIVATE DEVELOPMENT STATE OF IOWA ) )SS COUNTY OF JASPER ) On this day of, 2015, before me a Notary Public in and for said County, personally appeared Michael L. Hansen and Katrina Davis to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the City of Newton, Iowa, a Municipal Company, 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 Company, and that said instrument was signed and sealed on behalf of said Municipal Company 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 Company by it voluntarily executed. Notary Public in and for Jasper County, Iowa STATE OF IOWA ) )SS COUNTY OF ) On this day of, 2015, before me a Notary Public in and for said County, personally appeared and, Authorized Signers and Managing Members of Frantz Community Investors, LLC, an Iowa limited liability company, who executed said instrument on behalf of said company by authority and acknowledged said instrument to be the free act and deed of said company by it voluntarily executed. Notary Public 16

48 EXHIBIT A DESCRIPTION OF PROJECT AREA The Project Area is described as consisting of all that certain parcel or parcels of land located in the North Central Urban Renewal Area of the City of Newton, County of Jasper, State of Iowa, more particularly described as follows: A parcel of land located in parts of Sections 27, 28, 33 and 34 of Township 80 North, Range 19 West of the 5th P.M., Jasper County, Iowa, said parcel being all within the corporate limits of the City of Newton, Iowa, said parcel being more specifically described as follows: Beginning at the intersection of the South right-of-way line of South Second Avenue West and the West right-of-way line of West 8th Street South in said City of Newton; thence Northerly along the Westerly right-of-way line of West 8th Street South to the North line of North 7th Avenue West; thence Northwesterly along the Northerly right-of-way line of Union Drive to the intersection of said Northerly line with the extension of the North right-of-way line of North 9th Avenue West; thence Easterly along said North line of North 9th Avenue West extended to the East right-of-way line of 1st Street North; thence Southerly along said East line to the North rightof-way line of North 8th Avenue East; thence Easterly along said North line to the extension of the East right-of-way line of East 4th Street North; thence Southerly along said East line to the South right-of-way line of South 2 nd Avenue East; thence Westerly along said South line to the point of beginning. 17

49 EXHIBIT A-2 Map of Project Area 18

50 The Development Property is legally described as: EXHIBIT B DESCRIPTION OF DEVELOPMENT PROPERTY Lots A, B and Four in Block Fifteen in the City of Newton, Jasper County, Iowa, as shown in Plat Book B, at Page 214 in the office of the Recorder of said County. 19

51 EXHIBIT B-2 Map of Development Property Development Property Courthouse N 20

52 EXHIBIT C MINIMUM ASSESSMENT AGREEMENT THIS MINIMUM ASSESSMENT AGREEMENT, dated as of this day of, 2015, by and among the CITY OF NEWTON, IOWA, ("City"), and Frantz Community Investors, LLC, an Iowa Company, ("Developer"), and the COUNTY ASSESSOR for the County of Jasper, Iowa ("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City and Developer have entered into an Agreement for Private Development dated as of, 2015 ("Agreement") regarding certain real property located in the City, legally described in Exhibit B WHEREAS, it is contemplated that pursuant to said Agreement, the Developer will undertake the development of the Development Property, which is within the "North Central Economic Development Urban Renewal Area"; and WHEREAS, pursuant to Section of the Code of Iowa, as amended, the City and the Developer desire to establish a minimum actual value for the land and improvements thereon pursuant to the Agreement; and NOW, THEREFORE, the parties to this Minimum Assessment Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: 1. On January 1, 2018, the minimum actual taxable value which shall be fixed for assessment purposes for the Development Property shall be not less than Two Million Three Hundred Thousand ($2,300,000) (hereafter referred to as the "Minimum Actual Value"), until termination of this Minimum Assessment Agreement. Nothing herein shall be deemed to waive the Developer's rights under Iowa Code Section 403.6(19) 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 Developer seek to reduce the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. This Minimum Assessment Agreement shall apply to the Development Property irrespective of the taxable or tax-exempt status of the fee title holder, lessee, occupant or user and whether the building is occupied or unoccupied. The Developer and its successors or assigns agree that said Minimum Assessment shall remain in effect and the full and appropriate amount of real estate tax as computed thereon shall be paid until December 31, The Minimum Actual Value upon completion of the minimum improvements herein established shall be of no further force and effect and this Minimum Assessment Agreement shall terminate on December 31, This Minimum Assessment Agreement shall be promptly recorded by the Developer with the Recorder of Jasper County, Iowa. The Developer shall pay all costs of recording. 5. Neither the preambles nor provisions of this Minimum Assessment Agreement are intended to, or shall be construed as, modifying the terms of the Agreement between the City and the Developer. 6. This Minimum Assessment Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. 21

53 Iowa Code (2006) Powers of municipality. Every municipality shall have all the powers necessary or convenient to carry out and effectuate the purposes and provisions of this chapter, including the following powers in addition to others herein granted: 19. A municipality, upon entering into a development or Development agreement pursuant to section 403.8, subsection 1, or as otherwise permitted in this chapter, may enter into a written assessment agreement with the developer of taxable property in the urban renewal area which establishes a minimum actual value of the land and completed improvements to be made on the land until a specified termination date which shall not be later than the date after which the tax increment will no longer be remitted to the municipality pursuant to section , subsection 2. The assessment agreement shall be presented to the appropriate assessor. The assessor shall review the plans and specifications for the improvements to be made and if the minimum actual value contained in the assessment agreement appears to be reasonable, the assessor shall execute the following certification upon the agreement: The undersigned assessor, being legally responsible for the assessment of the above described property upon completion of the improvements to be made on it, certifies that the actual value assigned to that land and improvements upon completion shall not be less than $.. This assessment agreement with the certification of the assessor and a copy of this subsection shall be filed in the office of the county recorder of the county where the property is located. Upon completion of the improvements, the assessor shall value the property as required by law, except that the actual value shall not be less than the minimum actual value contained in the assessment agreement. This subsection does not prohibit the assessor from assigning a higher actual value to the property or prohibit the owner from seeking administrative or legal remedies to reduce the actual value assigned except that the actual value shall not be reduced below the minimum actual value contained in the assessment agreement. An assessor, county auditor, board of review, director of revenue, or court of this state shall not reduce or order the reduction of the actual value below the minimum actual value in the agreement during the term of the agreement regardless of the actual value which may result from the incomplete construction of improvements, destruction or diminution by any cause, insured or uninsured, except in the case of acquisition or reacquisition of the property by a public entity. Recording of an assessment agreement complying with this subsection constitutes notice of the assessment agreement to a subsequent purchaser or encumbrancer of the land or any part of it, whether voluntary or involuntary, and is binding upon a subsequent purchaser or encumbrancer. The provisions of this chapter shall be liberally interpreted to achieve the purposes of this chapter. HISTORY: C58, 62, 66, 71, 73, 75, 77, 79, 81, Acts, ch 48, 2, 3; 84 Acts, ch 1210, 1; 88 Acts, ch 1209, 3; 96 Acts, ch 1204, 17; 2002 Acts, ch 1119, 160; 2003 Acts, ch 145, 286; 2006 Acts, 1st Ex, ch 1001, 37, 49 ATTEST: Katrina Davis, CMC, City Clerk Frantz Community Invsetors, LLC THE CITY OF NEWTON, IOWA By: Michael Hansen, Mayor By: Managing Member STATE OF IOWA ) 22

54 )SS COUNTY OF JASPER ) On this day of, 2015, before me a Notary Public in and for said County, personally appeared Michael L. Hansen and Katrina Davis to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the City of Newton, Iowa, a Municipal Company, 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 Company, and that said instrument was signed and sealed on behalf of said Municipal Company 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 Company by it voluntarily executed. STATE OF ) Notary Public in and for Jasper County, Iowa )SS COUNTY OF ) On this day of, 2015, before me a Notary Public in and for said County, personally appeared and, Authorized Signers and Managing Members of Frantz Community Investors, LLC, an Iowa limited liability company, who executed said instrument on behalf of said company by authority and acknowledged said instrument to be the free act and deed of said company by it voluntarily executed. Notary Public in and for said County and State CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the Minimum Improvements to be constructed and the market value assigned to the land upon which the Minimum Improvements are to be constructed, 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 described in the foregoing Minimum Assessment Agreement, upon completion of Minimum Improvements to be made on it and in accordance with the Minimum Assessment Agreement, certifies that the actual value assigned to such land and improvements as of January 1, 2018 shall be not less than Two Million Three Hundred Thousand Dollars ($2,300,000) until termination of this Minimum Assessment Agreement pursuant to the terms hereof. Jasper County Assessor for the City of Newton, Iowa STATE OF IOWA ) )SS COUNTY OF JASPER ) Date Subscribed and sworn to before me by, County Assessor for the City of Newton, Iowa. Notary Public in and for Jasper County, Iowa Date 23

55 EXHIBIT D Development Project Description The Minimum Improvements shall be as follows: Renovation of the former Hotel Maytag building into: approximately 33 market-rate apartment units at least two corporate extended stay suites a variety of commercial spaces a restored ballroom on the second floor The renovation shall be designed to retain space for the existing movie theatre and restaurant in the building. The renovation shall adhere to the intent of the United States Secretary of Interior s Standards for Rehabilitation of Historic Properties. The construction costs shall be a minimum of Five Million Dollars, and overall project costs shall be a minimum of Eight Million Dollars. 24

56 EXHIBIT D-2 Project Site Map and Rendering: The Minimum Improvements for the second floor shall generally be in the form as represented by the following sample preliminary layout plan: 25

57 EXHIBIT E CERTIFICATE OF COMPLETION WHEREAS, the City of Newton, Iowa, a municipal corporation (City), and Frantz Community Investors, LLC, an Iowa Limited Liability Company, (Developer), entered into an Agreement for Private Development (Agreement) dated as of, 2015, providing for development of a parcel of real estate located in the North Central Urban Renewal Area, as more particularly described as follows: Lots A, B and Four in Block Fifteen in the City of Newton, Jasper County, Iowa, as shown in Plat Book B, at Page 214 in the office of the Recorder of said County. WHEREAS, said Agreement has been recorded at Book, Page in the office of the County Recorder of Jasper County, Iowa, and WHEREAS, said Agreement contains certain covenants, restrictions and obligations with respect to the development of the Development Property, and which Agreement obligated the Developer to construct certain Minimum Improvements (as defined therein) in accordance with the Agreement; and WHEREAS, the Developer has to the present date performed said covenants and conditions insofar as they relate to the construction of the Minimum Improvements in a manner deemed sufficient by the City to permit the execution and recording of this certification. NOW, THEREFORE, pursuant to Section 4.4 of the Agreement, this is to certify that all covenants and conditions of the Agreement with respect to the obligations of the Developer, and its successors and assigns, to construct the Minimum Improvements on the Development Property have been completed and performed by the Developer and that the provisions for default by breach of the condition subsequent by the Developer contained therein are hereby released absolutely and forever terminated insofar as they apply to the land described herein. The County Recorder of Jasper County is hereby authorized to accept for recording and to record the filing of this instrument, to be a conclusive determination of the satisfactory termination of the covenants and conditions of said Agreement which would result in a default by the Developer and right of the City to terminate the Agreement, and that said Agreement shall otherwise remain in full force and effect. (SEAL) ATTEST: By: Katrina Davis, City Clerk STATE OF IOWA ) CITY OF NEWTON, IOWA By: Michael L. Hansen, Mayor )SS COUNTY OF JASPER ) On this day of, 2017, before me a Notary Public in and for said County, personally appeared Michael L. Hansen and Katrina Davis to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the City of Newton, 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 voluntarily executed. Notary Public in and for Jasper County, Iowa 26

58 EXHIBIT F FORM OF LEGAL OPINION OF DEVELOPER S COUNSEL City of Newton Newton, Iowa RE: Agreement for Private Development by and between the City of Newton, Iowa and Frantz Community Investors, LLC, an Iowa Company, or its successor entity. Gentlemen: We have acted as counsel for Frantz Community Investors, LLC, an Iowa limited liability company, based in Cedar Rapids, ("Developer"), in connection with the execution and delivery of a certain Agreement for Private Development ("Agreement") between the Developer and the City of Newton, Iowa ("City") dated as of, We have examined, as appropriate, the original certified copy, or copies otherwise identified to our satisfaction as being true copies, of the following: (a) The Certificate of Formation and any operating agreement of the Company; (b) Resolutions of the Company at which action was taken with respect to the transactions covered by this opinion; (c) The Development Agreement; and such other documents and records as we have deemed relevant and necessary as a basis for the opinions set forth herein. Based on the pertinent law, the foregoing examination and such other inquiries as we have deemed appropriate, we are of the opinion that: 1. The Company has been duly organized and validly exists as a Company under the laws of the State of Iowa and is qualified to do business in the State of Iowa. The Company has full power and authority to execute, deliver and perform in full the Development Agreement; and the Development Agreement has been duly and validly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the City, is in full force and effect and is valid and legally binding instrument of the Company enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other laws relating to or affecting creditors' rights generally. 2. The execution, delivery and performance by the Company of the Development Agreement and the carrying out of the terms thereof, will not result in violation of any provision of, or in default under, the Certificate of Foundation, any operating agreement of the Company or any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, order, statute, rule, regulation or restriction to which the Company is a party or by which it or its property is bound or subject. 3. To our knowledge there are no actions, suits or proceedings pending or threatened against or affecting the Company in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position or results of operations of the Company or which in any manner raises any questions affecting the validity of the Agreement or the Company's ability to perform its obligations thereunder. Standard exceptions and qualifications permitted. 27

59 EXHIBIT G MEMORANDUM OF AGREEMENT FOR PRIVATE DEVELOPMENT WHEREAS, the City of Newton, Iowa ("City") and Frantz Community Investors, LLC ("Developer"}, did on or about the day of, 2015, make, execute and deliver an Agreement for Private Development (the "Agreement"), wherein and whereby the Developer agreed, in accordance with the terms of the Agreement and the North Central Urban Renewal Plan ("Plan), to develop certain real property located within the City and within the North Central Urban Renewal Project Area WHEREAS, the term of this Agreement shall commence on the day of, 2015 and terminate on the 30th day of June, 2027, unless otherwise terminated as set forth in the Agreement; and WHEREAS, the City, and the Developer desire to record a Memorandum of the Agreement referring to the Development Property and their respective interests therein. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. That the recording of this Memorandum of Agreement for Private Development shall serve as notice to the public that the Agreement contains provisions restricting development and use of the Development Property and the improvements located and operated on such Development Property, 2. That all of the provisions of the Agreement and any subsequent amendments thereto, if any, even though not set forth herein, are by the filing of this Memorandum of Agreement for Private Development made a part hereof by reference, and that anyone making any claim against any of said Development Property in any manner whatsoever shall be fully advised as to all of the terms and conditions of the Agreement, and any amendments thereto, as if the same were fully set forth herein. 3. That a copy of the Agreement and any subsequent amendments thereto, if any, shall be maintained on file for public inspection during ordinary business hours in the office of the City Clerk, City Hall, Newton, Iowa. IN WITNESS WHEREOF, the City and the Developer have executed this Memorandum of Agreement for Private Development as of the day of, (SEAL) CITY OF NEWTON,IOWA By: Michael L. Hansen, Mayor ATTEST: By: Katrina Davis, City Clerk DEVELOPER: Frantz Community Investors, LLC an Iowa limited liability company By its Managing Members By: Name: Its: Authorized Signer By: Name: Its: Authorized Signer 28

60 ACKNOWLEDGEMENT PAGE TO MEMORANDUM STATE OF IOWA ) )SS COUNTY OF JASPER ) On this day of, 2015, before me a Notary Public in and for said County, personally appeared Michael L. Hansen and Katrina Davis, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the City of Newton, Iowa, a Municipal Company, 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 Company, and that said instrument was signed and sealed on behalf of said Municipal Company 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 Company by it voluntarily executed. Notary Public in and for Jasper County, Iowa STATE OF IOWA ) )SS COUNTY OF ) On this day of, 2015, before me a Notary Public in and for said County, personally appeared and, Authorized Signers and Managing Member of Frantz Community Investors LLC, an Iowa limited liability company, who executed said instrument on behalf of said company by authority and acknowledged said instrument to be the free act and deed of said company by it voluntarily executed. Notary Public 29

61 Hotel Maytag Renovation Project The Hotel Maytag was built in 1926 by F. L. Maytag, the founder of the global appliance company. It is claimed to be the first hotel west of the Mississippi to have air conditioning. Located on Newton s square, it now houses a café, a movie theatre, several storefronts, and offices, with small apartments located on the upper floors. The building still exhibits outstanding architectural features, but it has fallen into some disrepair. Elegant interior of Hotel Maytag in its prime. In partnership with the City of Newton, utilizing State and Federal Historic Preservation Tax Credits, an exciting renovation is being planned for the building. Frantz Community Investors, based in Cedar Rapids, in conjunction with Walker Coen Lorentzen Architects of Des Moines, has plans to purchase the building and completely renovate it. The proposal calls for 36 market-rate apartments on the upper floors, with a restored ballroom on the second floor and improved commercial spaces on the ground level, including renovations to the theatre and the addition of a fine dining restaurant.

62 3801 Beverly Road SW Suite 300 Cedar Rapids, IA P F frantz-ci.com FRANTZ COMMUNITY INVESTORS 3801 Beverly Road SW, Suite 300, Cedar Rapids, IA P F frantz-ci.com

63 The progressive realization of worthy ideals. MIKE FRANTZ, FOUNDER Frantz Community Investors 3801 Beverly Road SW, Suite 300, Cedar Rapids, IA P F frantz-ci.com

64 INTRODUCTION INTRODUCTION Frantz Community Investors (FCI) is a Cedar Rapids, IA based company blending real estate development and management with historic preservation. Mike Frantz began investing in a selection of historic buildings as part of Network Growth Management s real estate portfolio in This experience inspired Mike to launch FCI with his brother, Tom Frantz, in The mission of Frantz Community Investors is to help communities restore and revitalize their downtown and historic neighborhoods. They bring historic properties back to their previous glory, thereby reinvigorating the local community and driving economic growth. Mike Frantz firmly believes in the progressive realization of worthy ideals. He and Tom accomplish their development objectives by applying the knowledge and experience of their skilled management team, assembling the right group of third-party partners and utilizing all available federal, state, and local incentives. COMMUNITY INVESTMENT Communities throughout the Midwest have benefited from FCI s design, development and professional historic restoration expertise. They provide professional services that focus on the renewal of buildings with historic significance central to a city s life and future growth. FCI invests in the communities they serve by stimulating the local economy and revitalizing its cultural surroundings. Their goal is to successfully blend community expectations with historic preservation requirements and the financial resources necessary to complete every project on time and within budget. COMMUNITY PARTNERSHIP Frantz Community Investors aims to renew, restore and invigorate a community s core through redevelopment of historic properties. They strive to build strong, long-term relationships with all of their community partners. To do this, the Frantz brothers have assembled an experienced team of real estate and construction professionals ready to provide your organization with a superior level of expertise your project requires. At Frantz Community Investors, we build on the past for the future. FRANTZ COMMUNITY INVESTORS 3801 Beverly Road SW, Suite 300, Cedar Rapids, IA P F frantz-ci.com 1

65 FCI LEADERSHIP TEAM MICHAEL FRANTZ FOUNDING PARTNER, FRANTZ COMMUNITY INVESTORS EXECUTIVE DIRECTOR, PROWIS Michael Frantz is Founding Partner of Frantz Community Investors (FCI) and Executive Director of PROWIS, a holding company providing resources, governance and management to current holdings including FCI, DDK Marketing, ConJAX Inc. and Brill Street Partners. Mike began his career with the Consumer Packaged Goods division of Unilever and then with the Coca- Cola Foods Division where he held positions in Sr. Management, sales and marketing, sales merchandising, new product roll out and advertising. He went on to become Executive Vice President of Sales for Omni Marketing, a Chicago-based full-service Direct Marketing Agency. As his entrepreneurial spirit took hold, he co-founded LF&M Network, a direct marketing firm serving leading clients such as Household Finance, Motorola, Kemper Financial Services, Systematics, North Shore Bank and more. Mike is also founding owner of Network Growth Management, launched in 2000 as a real estate LLC dedicated to buying quality commercial properties in midwestern communities. FCI is a spin-off of Mike s real estate holdings, focusing on historic rehabilitation and residential/commercial projects. Education & Involvement: Bachelors of Business Administration, University of Iowa Majors in industrial relations, marketing, insurance and finance Board Member, University of Iowa, Tippie Business School Board Member of several charitable organizations Subsequently, he formed DataCo, Inc. a business analytics, data mining, customer modeling tool, and decision support system for sales and marketing management. Sold in 2003, a new and improved version of DataCo, DDK Marketing, was created in FRANTZ COMMUNITY INVESTORS 3801 Beverly Road SW, Suite 300, Cedar Rapids, IA P F frantz-ci.com

66 FCI LEADERSHIP TEAM THOMAS FRANTZ FOUNDING PARTNER, FRANTZ COMMUNITY INVESTORS As one of the founding partners in Frantz Community Investors Tom s role is both strategic and tactical. Strategically, he leads the FCI team in the exploration of opportunities with communities that share the company vision in the renovation and repurposing of historic buildings. This includes the analysis and vetting of specific projects according to their viability. facility maintenance industry supports these efforts. Education & Involvement: B.A. Business, University of Iowa Volunteer coach for local youth sports camps and clinics Member of the National Parks Association and Pheasants Forever It is paramount in the development process to work closely with the community to understand its needs and ensure FCI s presence will have a positive social and economic impact. Tom draws from his diverse business experience to accomplish this. From having operated his own retail store and being named a Chamber of Commerce Volunteer of the Year, to managing national supply contracts and interacting with all levels of government, Tom has the ability to recognize the unique conditions surrounding each project and address them accordingly. Tactically, Tom oversees the ongoing asset management of projects upon completion. This involves the marketing, leasing, and the building maintenance of the properties. His construction background and over 18 plus years in the Selected Project List: Maple City Building Multi-use Rehabilitation, Monmouth, Illinois Black Box Theater Commercial-use Rehabilitation, Monmouth, Illinois Lee County Bank Multi-Use Rehabilitation, Fort Madison, Iowa Cattermole Memorial Multi-Use Rehabilitation, Fort Madison, Iowa Parish Property Residential Rehabilitation, Iowa City, Iowa Bonson Block Multi-Use Rehabilitation, Dubuque, Iowa Cooper Wagonworks Multi-Use Rehabilitation, Dubuque, Iowa FRANTZ COMMUNITY INVESTORS 3801 Beverly Road SW, Suite 300, Cedar Rapids, IA P F frantz-ci.com 3

67 FCI LEADERSHIP TEAM CAROL BOWER HISTORIC PRESERVATION & INCENTIVES SPECIALIST Carol Bower has 22 years of experience redeveloping neighborhoods throughout Iowa, assisting in development of historic restoration, new housing, and commercial redevelopment projects. Joining Frantz Community Investors in 2013, Carol is passionately engaged in the early phase of property analysis, as well as researching grant and tax credit opportunities. She is also instrumental in advising the team on historic rehabilitation best practices and coordination of required documentation for FCI s tax credits and grants. Over the past decade, Carol s dedication and vision within the community redevelopment arena shows in her collection of eleven National and Regional awards for her projects and leadership in both historic restoration and community development in low to moderate income neighborhoods. In her consulting work to cities and communities, Carol started three nonprofit housing organizations in Des Moines and Cedar Rapids, Iowa to assist in rebuilding distressed areas of the cities and managed the properties held in trust for Equity REIT as it was being structured. Carol has received the following honors: The National Homebuilders Best In American Living Award The National Community Development Corporation Award of Excellence The Department of Housing and Urban Development s: Secretary s Award of Excellence National Best Practice Award John J. Gunther Blue Ribbon Award The Federal Home Loan Bank Community Award of Excellence Being well-heeled and connected within the industry, Carol has overseen the completion of 14 historic commercial/residential projects plus 12 new commercial/ residential projects in Des Moines, IA. Additionally, she assisted in 106 projects in Iowa completing over 904 residential units including Section 8, Section 202 and Section 42 low-income units plus market rate townhomes. Carol s dedication and expertise has benefited communities across Iowa, including: Cedar Rapids, West Des Moines and Dallas County. Carol was featured in Professional Builder Magazine and has received the prestigious Gold Key for best practice in construction design standards serving culturally diverse populations. 4 FRANTZ COMMUNITY INVESTORS 3801 Beverly Road SW, Suite 300, Cedar Rapids, IA P F frantz-ci.com

68 FCI LEADERSHIP TEAM JEFFREY C. O BRIEN DIRECTOR OF ARCHITECTURE Jeffrey O Brien s passion for historic rehabilitation fuel s his work as Director of Architecture, at Frantz Community Investors (FCI). In collaboration with company leadership, Jeffrey helps analyze potential real estate acquisitions while overseeing the design through construction of FCI s real estate projects, including selection of architectural, engineering, and other third-party partners. He is instrumental in encouraging and leading key stakeholders to successful project outcomes by providing solid insight and judgment from project inception through completion. Jeffrey s specialties include: all phases of design and construction, historic rehabilitation, conceptual design, feasibility studies, design visualization, design management, marketing expertise, and construction administration and management. Education & Involvement: Master of Architecture, Syracuse University B.A. History, Luther College Throughout his career, Jeffrey has led teams large and small, dedicating his energy to the big picture as well as small detail. As a Historic Preservationist, he assures projects are designed to meet the overall goals of the project as well as the strict historical criteria FCI projects require. FRANTZ COMMUNITY INVESTORS 3801 Beverly Road SW, Suite 300, Cedar Rapids, IA P F frantz-ci.com 5

69 PROJECTS UNDER MANAGEMENT DUBUQUE, IA Cooper Wagonworks Building, Apartments / Restaurant Bonson Block Apartments & Office Holy Ghost School & Convent Apartments IOWA CITY, IA Parish Apartments FORT MADISON, IA Cattermole Memorial Library Lemp Brewery Building Apartments & Retail Lee County Bank Building MONMOUTH, IL Maple City Apartments & Retail Patton Block Apartments & Retail Maple City Bakery Apartments & Retail Fusion Studio Theater GREEN BAY, WI Hotel Northland Frantz Community Investors 3801 Beverly Road SW, Suite 300, Cedar Rapids, IA P F frantz-ci.com

70 PROJECTS DUBUQUE, IA An iconic river town, Dubuque s downtown held outstanding opportunities for redevelopment of the town core. The city government contracted with us to plan, design and construct two properties in their historic downtown district. THE COOPER WAGONWORKS BUILDING was an ideal choice for the type of redevelopment Dubuque was seeking. It was designed and restored to provide attractive housing for downtown residents, while reinvigorating the streetscape with a new upscale restaurant. The three upper floors contain well appointed apartments with views of the restored downtown core. The Dubuque Main Street Committee presented FCI with the 2011 Excellence Award for our work on the Cooper Wagonworks Building. Dubuque Main Street Award for Best Total Building Rehabilitation over 5000 sf Cooper Wagonworks Building Restored 2011 Loft Apartment Living Room Crust Restaurant and Bar FRANTZ COMMUNITY INVESTORS 3801 Beverly Road SW, Suite 300, Cedar Rapids, IA P F frantz-ci.com 7

71 PROJECTS DUBUQUE, IA THE BONSON BLOCK BUILDING was restored to provide attractive housing for downtown residents and retail space for new commercial businesses. It was designed to reveal architectural details along with the natural beauty of the building. Located conveniently near all downtown amenities, the Bonson Block apartments are a great place to live in downtown Dubuque. Bonson Block Restored 2011 Loft Apartment Living Room Kitchen for Convenience or Entertaining Two-Bedroom Unit 8 Frantz Community Investors 3801 Beverly Road SW, Suite 300, Cedar Rapids, IA P F frantz-ci.com

72 PROJECTS IOWA CITY, IA THE PARISH APARTMENTS building was originally constructed in 1929 as a fraternity house with classic detailing and oversized windows. Generous living spaces make these units very attractive to college students and young professionals. The Iowa City Historic Preservation Commission presented Frantz Community Investors with the 2012 Residential Rehabilitation Award for our outstanding work on the Parish Apartments project. Renovated 2012 Before Living Room After Living Room Before Loft Space After Loft Apartment FRANTZ COMMUNITY INVESTORS 3801 Beverly Road SW, Suite 300, Cedar Rapids, IA P F frantz-ci.com 9

73 PROJECTS FORT MADISON, IA THE CATTERMOLE MEMORIAL LIBRARY was constructed in 1884 and is an integral part of the downtown business district. The Romanesque architecture was copied by other architects of the time as they designed public structures. Current 2012 Historic 1900 s Historic 1900 s 10 Frantz Community Investors 3801 Beverly Road SW, Suite 300, Cedar Rapids, IA P F frantz-ci.com

74 PROJECTS FORT MADISON, IA THE LEE COUNTY BANK, constructed in 1893, represents the Richardson Romanesque style exhibited at the World s Columbian Exposition in Chicago held that same year. As a prominent financial institution, the Lee County Bank was a cornerstone for business development in Fort Madison at the turn of the century. LEMP BREWERY BUILDING is a two-story building with multiple storefronts. It was designed to meet apartment code requirements on the second floor and meet the needs of retail tenants on the first floor. Current 2012 Historic 1900 s Current 2011 FRANTZ COMMUNITY INVESTORS 3801 Beverly Road SW, Suite 300, Cedar Rapids, IA P F frantz-ci.com 11

75 PROJECTS MONMOUTH, IL THE MAPLE CITY BLOCK was constructed in 1870 and has a significant presence in the Monmouth public square. The Italianate Renaissance style of the period is being restored to its original beauty. The new design will restore the historic fabric as well as provide for a unique business development. The street level will house a variety of office and retail space. Apartments will occupy the second floor of the building. Historic 1880 s Before in 2011 After Masonry Restoration in Frantz Community Investors 3801 Beverly Road SW, Suite 300, Cedar Rapids, IA P F frantz-ci.com

76 PROJECTS MONMOUTH, IL THE PATTON BLOCK, which was constructed in 1891, holds a prominent position on the central town square. In the past, it has been home to a school, a meeting hall and a movie theater. Eight new apartments will occupy the restored building. Within walking distance to city government buildings and downtown nightlife, the Patton Block apartments will provide exceptional housing for downtown residents. Current 2012 Interior views Current 2012 FRANTZ COMMUNITY INVESTORS 3801 Beverly Road SW, Suite 300, Cedar Rapids, IA P F frantz-ci.com 13

77 PROJECTS GREEN BAY, WI HOTEL NORTHLAND will re-emerge in 2015 as a full-service boutique hotel in Green Bay, WI. This 160-room hotel will bring to life a historic property by famed architect Herbert W. Tullgren. Listed on the U.S. National Register of Historic Places, Hotel Northland will capture of spirit of this 1924 hotel while delivering modern amenities, exciting food & beverage outlets, incredible meeting and wedding space and a unique club membership. FCI intends to give back a celebrated luxury hotel to the Green Bay community. Designed to be embraced by locals and visiting business and leisure travelers, Hotel Northland will continue the transformation of downtown Green Bay and assume its rightful place as one of America s treasured hotels. Crystal Ballroom Main Lobby 14 Frantz Community Investors 3801 Beverly Road SW, Suite 300, Cedar Rapids, IA P F frantz-ci.com