R-011-2019 - NWQ LLC Phase I Tax Increment Reimbursement Agreement R 19-2
REDEVELOPMENT AGENCY OF SALT LAKE CITY
RESOLUTION NO. . R-11-2019
NWQ LLC Phase I Tax Increment Reimbursement Agreement
RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY
OF SALT LAKE CITY APPROVING A TAX INCREMENT REIMBURSEMENT
AGREEMENT WITH NWQ LLC FOR ITS PHASE I DEVELOPMENT.
WHEREAS, the Redevelopment Agency of Salt Lake City ("RDA") was created to transact the
business and exercise the powers provided for in the Utah Community Reinvestment Agency Act.
WHEREAS, pursuant to RDA Resolution No. R-1-2018 and Salt Lake City ("City") Ordinance
1-2018, the RDA and City adopted the Northwest Quadrant Community Reinvestment Area
("Project Area").
WHEREAS, pursuant to RDA Resolution No. R-2-2018 and City Resolution 1-2018, the RDA
and City entered into an interlocal agreement authorizing use of 75% of the City's tax increment
("Project Area Increment") to support the implementation of the Project Area plan.
WHEREAS, pursuant to RDA Resolution No. R-6-2018, the RDA entered into a Master
Development and Reimbursement Agreement with NWQ LLC ("Developer") that specifies up to
70% of Project Area Increment generated from Developer's respective property shall be available
for reimbursement pending the execution of a tax increment reimbursement agreement
("Agreement").
WHEREAS, pursuant to RDA Resolution No. R-26-2018, the RDA has established a tax
increment reimbursement policy for the Northwest Quadrant Community Reinvestment Area("TI
Policy") that establishes the policies and procedures for entering into an Agreement with
Developer.
WHEREAS,Developer intends to develop 378-acres within the Project Area("Property") for the
purpose of constructing an industrial development that can accommodate manufacturing, warehouse,
and distribution tenants of varying size("Project-Specific Improvements").
WHEREAS, Developer also intends to develop utility and street infrastructure that will facilitate
the development of the larger Project Area("Systemwide Improvements").
WHEREAS, in order to facilitate Developer's development of the Project-Specific Improvements
and Systemwide Improvements, the RDA is willing to provide a reimbursement of Project Area
Increment from the Property to Developer in the maximum amount of$28,000,000.
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NOW, THEREFORE. BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE REDEVELOPMENT AGENCY OF SALT LAKE CITY, that the term sheet for the tax
increment reimbursement between the RDA and Developer which attached hereto as Exhibit A is
hereby approved.
The Board hereby authorizes the Executive Director to negotiate and execute a tax increment
reimbursement agreement with Developer pursuant to the terms of the attached term sheet. The
documents shall also incorporate such other terms as recommended by the Salt Lake City
Attorney's Office.
Passed by the Board of Directors of the redevelopment ency of Salt Lake City, this
27th day of , 2019
August
`Amy Fow er, air
Transmitted to the Executive Director on August 28, 2019.
The Executive Director:
does not request reconsideration
requests reconsideration at the next regular Agency meeting.
Jac ueli e M. Biskupski, Executive birector
Approved as to form:. 0P M ENT
000 N;-
Salt Lake City Attorneys Office 0 �cF
Katherine N. Lewis Date: O�PORgTF
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ATTEST: • ��
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TY RECORDER
HB ATTY-#78255-v2-RDA_Resolution NWQ_LLC_Phase_I_TI Agreement.docx
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EXHIBIT A TO RESOLUTION
Term Sheet for Tax Increment Reimbursement Agreement between RDA and NWQ LLC.
■ Property:
Tax increment shall be reimbursed from Developer's Phase I development,which is more particularly
described in Exhibit B to Resolution(the"Property").
■ Reimbursable Improvements:
The RDA will agree to provide an annual reimbursement to Developer for certain improvements that
have been identified as eligible for reimbursement.The annual reimbursement may be applied to any
of the listed improvements as long as the conditions to payment are met.Reimbursable Improvements
are as follows:
Type Improvement Description of Costs Amount
Systemwide Water Infrastructure Costs associated with the construction $1,910,419
Improvements of a systemwide water line along 8000
West,upgrading the capacity of the
DFCM prison waterline to service the
entire Project Area
Sewer Infrastructure Costs associated with the construction $7,166,071
of sewer pump station 1I, upgrading
the capacity of the DFCM prison
sewer system to service the entire
Project Area
Road Infrastructure Costs associated with the construction $4,529,795
of 700 North and 6550 North
Land Dedication for Costs associated with the dedication of $133,363
Infrastructure land for sewer pump station 11
Offsite Drainage Costs associated with the construction $250,000
Improvements of systemwide drainage swales
Electric Substation Costs associated with the construction $8,260,000
of a systemwide electric substation
Gas/Fiber/ Costs associated with the construction $175,000
Communication of systemwide gas, fiber, and
communication utilities
Bridges/Underpasses/ Costs associated with the construction $1,358,938
Overpasses of bridges,underpasses, and
overpasses that are part of the
systemwide street network
Project-specific Road Infrastructure Costs associated with the construction $11,857,074
Improvements of local roads, curb, and gutter to be
(Phase I) deeded to the city
Bridges/Underpasses/ Costs associated with the construction $1,778,561
Overpasses of bridges,underpasses, and
overpasses that are part of Phase I
street network
Street Lighting Costs associated with the construction $474,283
of street lighting that serves the Phase
I street network
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Sandwich Panels Cost differential between standard tilt- $6,558,225
up panels and high-insulating
sandwich panels to promote
sustainable development
Burdened Site Costs associated the mitigation of $28,443,765
Improvements burdened site constraints due to the
high water table and poor soils(excess
import, export, compaction, and
grading)
Storm Water Costs associated with the construction $5,138,240
Improvements of storm water infrastructure
*Note: A cost escalator of 10% per line item may be applied to address inflation or market
increases as improvements are developed over time.
■ RDA Participation:
The RDA will agree to reimburse the Developer 70%of the annual tax increment the RDA is entitled
to receive from the Property, subject to the terms of the Reimbursement Agreement,for a term of 20
years or the sum of the remaining collection years of the Project Area,whichever is less.The first
annual payment shall be due in 2020 for the 2019 tax year.
■ Maximum Reimbursement:
The maximum amount available for reimbursement shall be $28,000,000 ("Maximum
Reimbursement").The TI Payment may be lower or higher than the projected amount based on actual
increment generated from the Property, provided, however,that the maximum total amount of the
Reimbursement shall not exceed the Maximum Reimbursement. In the event that tax increment
revenue the RDA is entitled to receive from the CRA exceed the Maximum Reimbursement,
Developer may request an increase in the Maximum Reimbursement,which the RDA Board may
authorize in its sole discretion.
■ Conditions to Payment:
The RDA will provide an annual payment for the Reimbursable Improvements once the following
information is satisfactorily provided:
1. A description and/or depiction of the Reimbursable Improvements for which Developer is seeking
reimbursement for that year.
2. Demonstration that the Reimbursable Improvements for which Developer is seeking
reimbursement for that year have been completed and paid in full.
3. A list of tax parcels comprising the area to be served by the Reimbursable Improvement
("Improvement Area"), including owners and parcel numbers.
4. A map or drawing clearly identifying the boundaries of the Improvement Area, including the
location of the Reimbursable Improvements.
5. The total actual cost of the Reimbursable Improvements paid by Developer, with executed
construction contracts, supporting invoices, proof of payment, or other written documentation
acceptable to the RDA.
6. Any other sources of revenue and/or financing used to pay for the Reimbursable Improvements,
including but not limited to grants or loans from other governmental entities, impact fee
reimbursements,additional tax increment sources,or reimbursements from pioneering agreements
("Other Reimbursements").
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7. Evidence reasonably acceptable to RDA that no mechanic's and materialmen's liens, or other
financial encumbrances related to payment to contractors for the Reimbursable Improvements
have been or will be recorded against the Property.
8. Evidence reasonably acceptable to RDA that no material or adverse changes have occurred in the
finances, business, operations, or affairs of Developer.
■ Transfer of Property:
Developer reserves the right to all payments and reimbursements for Reimbursable Improvements
even if Developer sells any portion of the Property to a third-party.Any assignment of the right to
receive payments and reimbursements under the Reimbursement Agreement must be in writing,
signed by Developer and approved by RDA,and must include specific details regarding the right or
amount of reimbursement transferred to a third party.
■ Conditions for Agreement Execution:
l. RDA approves all terms of the agreement.
2. Developer obtains all required City approvals.
3. Developer shall obtain legal title to the property and execute a transfer of acknowledgement that
transfers rights under the Master Development and Reimbursement Agreement to Developer.
4. Developer and RDA execute legal documents as deemed necessary by the RDA and its legal
counsel.
5. Developer receives approval from the RDA and its legal counsel of all matters pertaining to title,
legality of the request, and the legality, sufficiency, and the form and substance of all documents
that are deemed reasonably necessary for the transaction.
6. Such other terms as recommended by the RDA's legal counsel and staff.
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EXHIBIT B TO RESOLUTION
Legal Description
A parcel of land located in portions of the Southwest, Southeast and Northeast Quarters of Section 27 and
the Southwest Quarter of Section 26,Township 1 North,Range 2 West, Salt Lake Base and Meridian,
being further described as follows:
Commencing at the East Quarter Corner of said Section 27;Thence South 098'07"West 2031.36 feet;
Thence South 89°47'12"East 1968.73 feet; Thence South 0°12'48"West 269.61 feet; Thence North
89°47'12"West 303.02 feet; Thence South 0003'32"West 439.01 feet; Thence North 89°47'12"West
1668.05 feet;Thence North 0°14'03"East 99.00 feet;Thence North 89°50'54"West 1196.69 feet;
Thence North 0°09'38"West 51.00 feet; Thence North 89°50'44"West 1446.54 feet; Thence North
89°50'44"West 1446.54 feet; Thence North 89'50'11"West 2562.63 feet;Thence North 0°08'33"East
249.93 feet to a point of curvature;Thence 808.71 feet along a tangent 6075 foot radius curve to the Left
(Chord bears North 3040'16" West 808.11 feet); Thence North 7°29'05"West 217.21 to a point of
curvature;thence 788.84 along a tangent 5925.00 foot radius curve to the right(Chord bears North
03°40'16"West 788.16 feet)feet; Thence North 0°08'33"East 530.99;Thence South 89°45'06"East
56.72 feet to the West Quarter of said Section 27;Thence South 89°51'09"East 2646.09 feet to the
Center Quarter Corner of said Section 27;Thence South 89°51'16" East 1322.66 feet;Thence North
0°16'02"East 1535.52 feet; Thence South 57028'01"East 1564.67 feet to the East line of said Section 27;
Thence South 0°18'01"West 697.41 feet to the Point of Beginning.
Containing 378.41 Acres or 16,483,542 square feet,more or less.
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