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HomeMy WebLinkAboutMMC Properties LLC-11/25/2013Mayor BUCK CLARK COUNCIL MEMBERS •••••.•sssi•••••••s DAVID JONES Ward I CAROLYN COLE Ward 2 HAROLD GETTY Ward 3 QUENTIN HART Ward 4 RON WELPER Ward 5 BOB GREENWOOD At -Large STEVE SCHMITT At -Large CITY OF WATERLOOS IOWA COMMUNITY PLANNING AND DEVELOPMENT 715 Mulberry Street • Waterloo, Iowa 50703-5783 • (319) 291-4366 Fax (319) 291-4262 NOEL C. ANDERSON, Community Planning & De eloinrent Director CITY OF WATERLOO Council Communication City Council Meeting: November 25, 2013 Prepared: November 18, 2013 Dept. Head Signature: Noel Anderson, Community Planning & Deve opment Director # of Attachments: 1 SUBJECT: Resolution approving Development Agreement with MMC Properties LLC for the construction of a 10,000 sq. ft. industrial building on Lot 2 of the South Port Addition (Geraldine Road), adding $352,000 of taxable value to the site, and offering a grant to purchase property for $73,868, and authorize Mayor to sign and fully execute the document. Submitted by: Noel Anderson, Community Planning and Development Director Recommended City Council Action: Approval of resolution as noted above Summary Statement: As you may recall, the City of Waterloo recently worked with State RISE funds for the construction of Geraldine Road on the south side of Airline Highway for the creation of more industrial lots. The City has seen one 40,000 sq. ft. spec building built, has an agreement for another 40,000 spec building to start soon, has helped Koelker Excavating build a new 10,400 sq. ft. building on a lot, and is now recommending for the approval of this Development Agreement for another 10,000 sq. ft. building to be built in SouthPort. This new building would be the fifth project in this area (2 spec 40,000 sq. ft. buildings, Koelker, and La Forge) and bring forth new industrial development and jobs to the area. Expenditure Required: $73,868 Source of Funds: MidPort TIF cash Policy Issue: Economic Development Alternative: NA Background Information: The use of RISE funds is a great way for the City to provide new lot creation, and is matched with local option sale tax funding — utilizing those funds for not only for road construction, but economic development through road construction as well. The two stages of RISE funding for this area has now provided over $4.9 million in new taxable value to this area, as well as construction jobs, new employees, new energy, new excitement to the area. CITY WEBSITE: wwwci.waterloo.ia.us WE'RE WORKING FOR YOU! An Equal Opportunity/Affirmative Action Employer Preparer Information: Noel Anderson Name 715 Mulberry Street Waterloo, Iowa 50703 Address City (319) 291-4366 Phone SPACE ABOVE THIS UNE FOR RECORDER DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of , 2013, by and between MMC Properties, LLC (the "Company") and the City of Waterloo, Iowa (the "City"). RECITALS A. City considers economic development within the City a benefit to the community and is willing for the overall good and welfare of the community to provide financial incentives so as to encourage that goal. B. Company is willing and able to finance and construct a building and related improvements on property located in the Airport Tax Increment Finance District. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Purchase of Property. Company is purchasing the real property described on Exhibit "A" attached hereto (the "Property"). The purchase price for the Property is $73,868.00 (the "Purchase Price"). Company shall take all steps necessary or advisable to complete the purchase of the Property and to obtain marketable title thereto as promptly as possible. 2. Improvements by Company. Company shall construct on the Property one industrial building of not Tess than 10,000 square feet, and related improvements to the buildings and grounds (collectively, the "Improvements"). The Improvements shall be constructed in accordance with all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. It is 1 contemplated that the Improvements will have a total project cost of approximately $352,000. The Property, the Improvements, and all site preparation and development - related work to make the Property usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project". 3. Grant for Land Acquisition; Mortgage. The City shall make an economic development grant (the "Grant") to the Company for the Project in an amount equal to the Purchase Price, i.e., $73,868.00, to be paid by City on Company's behalf to the seller at the time of closing on the Property purchase transaction. No later than such closing, Company shallexecuteand deliver to City a mortgage (the "Mortgage") to secure Company's contingent repayment obligations under Section 4 below. City will record the Mortgage in the public land records. Company shall be in default of the Mortgage if, among other terms of default stated therein, Company is in default of any Project Mortgage described in Section 6 below pursuant to the terms of such Project Mortgage. 4. Timeliness of Construction. The parties agree that Company's commitment to undertake the Project and to construct the Improvements in a timely manner constitutes a material inducement for the City to make the Grant to Company and that without said commitment City would not have done so. Measured from the date of approval of this agreement, Company must obtain a building permit and begin construction within four (4) months, and construction shall be completed within an additional twelve (12) months. If Company has not, in good faith, begun the construction of the Improvements on the schedule stated above, this Agreement may be cancelled at the sole option of City, and Company must repay grant funds to City. If construction has not begun within the scheduled period but the development of the Project is still imminent, the City Council may, but shall not be required to, consent to an extension of time for the construction of the Improvements, and if an extension is granted but construction of the Improvements has not begun within such extended period, Company must repay Grant funds to City. If construction has begun within the required period or any extended period and is stopped and/or delayed as a result of an act of God, war, civil disturbance, court order, labor dispute, fire, or other cause beyond the reasonable control of Company, the Project completion schedule shall be tolled for a period of time equal to the period of such stoppage or delay, and thereafter if construction is not completed within the allowed period of extension then this Agreement may be cancelled at the sole option of City. 5. Indemnity. Company agrees that it shall indemnify City and hold it harmless with respect to any demand, claim, cause of action, damage, or injury made, suffered, or incurred as a result of or in connection with the Project, Company's failure to carry on or complete same, or any lien, claim, charge, or encumbrance on or against the Property of any type or nature whatsoever that attaches to the Property by virtue of Company's ownership of same, other than permitted mortgages as described in Section 6. If City files suit to enforce the terms of this Agreement or the Mortgage and prevails in such suit, then Company shall be liable for all legal expenses, including but not limited to reasonable attorneys' fees. Company's duties of indemnity pursuant to this 2 Section 5 shall survive the expiration, termination or cancellation of this Agreement for any reason. 6. No Encumbrances; Limited Exception. Until completion of the Improvements, Company agrees that it shall not create, incur, or suffer to exist any lien, encumbrance, mortgage, security interest, or charge on the Property, other than such mortgage or mortgages (a "Project Mortgage") as may be reasonably necessary to finance Company's completion of the Improvements and of which Company notifies City in advance of Company's execution of any such Project Mortgage. Company may not mortgage or encumber the Property or any part thereof for any purpose except in connection with financing of the Improvements, whether through a construction loan or permanent loan. City agrees to subordinate its Mortgage to any Project Mortgage. 7. Water and Sewer. Company will be responsible for extending water and sewer service to any location on the Property and for payment of any associated connection fees. 8. Minimum Assessment Agreement. Company acknowledges and agrees that it will pay when due all taxes and assessments, general or special, and all other lawful charges whatsoever levied upon or assessed or placed against the Property. Company further agrees that, prior to the date set forth in Section 2 of Exhibit "B", it will not seek or cause a reduction in the taxable valuation for the Property, which shall be fixed for assessment purposes, below the amount of $360,370.00 (the "Minimum Actual Value"), through: either; (1) willful destruction of the Property, Improvements, or any part of (ii) a request to the assessor of Black Hawk County; or (iii) any proceedings, whether administrative, legal, or equitable, with any administrative body or court within the City, Black Hawk County, the State of Iowa, or the federal govemment. Company agrees to sign the agreement attached as Exhibit "B" at closing. 9. Representations and Warranties of City. City hereby represents and warrants as follows: A. City is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Each person who executes and delivers this Agreement and all documents to be delivered hereunder is and shall be authorized to do so on behalf of City. 3 10. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. Company is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Company is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good - standing under -the laws of the State of Iowa. C. Company has full right, title, and authority to execute and perform this Agreement and to consummate all of the transactions contemplated herein, and each person who executes and delivers this Agreement and all documents to be delivered to City hereunder is and shall be authorized to do so on behalf of Company. 11. No Assignment or Conveyance. Company agrees that it will not sell, convey, assign or otherwise transfer its interest in the Property prior to completion of the Project, whether in whole or in part, to any other person or entity without the prior written consent of City. Reasonable grounds for the City to withhold its consent shall include but are not limited to the inability of the proposed transferee to demonstrate to the City's satisfaction that it has the financial ability to observe all of the terms to be performed by Company under this Agreement. 12. Materiality of Company's Promises, Covenants, Representations, and Warranties. Each and every promise, covenant, representation, and warranty set forth in this Agreement on the part of Company to be performed is a material term of this Agreement, and each and every such promise, covenant, representation, and warranty constitutes a material inducement for City to enter this Agreement. Company acknowledges that without such promises, covenants, representations, and warranties, City would not have entered this Agreement. Upon breach of any promise or covenant, or in the event of the incorrectness or falsity of any representation or warranty, City may, at its sole option and in addition to any other right or remedy available to it, terminate this Agreement and declare it null and void. 13. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight air courier service, by United States registered or certified mail, postage prepaid, or by facsimile (with an additional copy delivered by one of the foregoing means), and addressed: (a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, facsimile number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. (b) if to Company, at Attention: 4 Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, (iii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid, or (iv) when transmitted by facsimile so long as the sender obtains written electronic confirmation from the sending facsimile machine that such transmission was successful. 14. No Joint Venture. Nothing in this Agreement shall, or shall be deemed or construed to, create or constitute any joint venture, partnership, agency, employment, or any other relationship between the City and Company nor to create any liability for one party with respect to the liabilities or obligations of the other party or any other person. 15. Amendment, Modification, and Waiver. No amendment, modification, or waiver of any condition, provision, or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound or by the duly authorized representative of same, and specifying with particularity the extent and nature of the amendment, modification, or waiver. Any waiver by any party of any default by another party shall not affect or impair any rights arising from any subsequent default. 16. Severability. Each provision, section, sentence, clause, phrase, and word of this Agreement is intended to be severable. If any portion of this Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the offending provision or part thereof shall be deemed severed from this Agreement and the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any portion of this Agreement is invalid or unenforceable as written, but that by limiting such provision or portion thereof it would become valid and enforceable, then such provision or portion thereof shall be deemed to be written, and shall be construed and enforced, as so limited. 17. Captions. All captions, headings, or titles in the paragraphs or sections of this Agreement are inserted only as a matter of convenience and/or reference, and they shall in no way be construed as limiting, extending, or describing either the scope or intent of this Agreement or of any provisions hereof. 18. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 5 20. Entire Agreement. This Agreement, together with the Minimum Assessment Agreement attached hereto as Exhibit "B", constitutes the entire agreement of the parties and supersedes all prior or contemporaneous negotiations, discussions, understandings, or agreements, whether oral or written, with respect to the subject matter hereof. 21. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement as of the date first set forth above. [signatures on next page] 6 CITY OF WATERLOO, IOWA MMC PROPERTIES, LLC By: By: Ernest G. Clark, Mayor Title: Attest: Suzy Schares, City Clerk PERSONAL GUARANTY. The undersigned, being either an officer, shareholder, manager, or member of Company, hereby agree for themselves and their heirs, personal representatives, and assigns, to unconditionally guarantee to City, its successors and assigns, the full and prompt performance by Company, its successors and assigns, of all promises and covenants on the part of Company to be performed pursuant to the foregoing Agreement, including but not limited to the duties of indemnity set forth therein. Liability of guarantors hereunder is joint and several. 7 EXHIBIT "A" Legal Description of the Property South Port Second Addition Lot 2, City of Waterloo, Black Hawk County, Iowa. 1 EXHIBIT "B" MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement") is entered into as of this day of , 2013, by and among the CITY OF WATERLOO, IOWA ("City"), MMC Properties, LLC ("Company"), and the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City and Company have entered into a development agreement (the "Development Agreement") regarding certain real property, described in Exhibit "A" thereto, located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company will undertake the development of an area ("Project") within the City and within the Airport Tax Increment Finance District; and WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the Company desire to establish a minimum actual value for the land and the building(s) pursuant to this Agreement and applicable only to the Project, which shall be effective upon substantial completion of the Project and from then until this Agreement is terminated pursuant to the terms herein and which is intended to reflect the minimum actual value of the land and buildings as to the Project only; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the improvements (the "Improvements") which the parties contemplate will be erected as a part of the Project. NOW, THEREFORE, the parties hereto, in consideration of the promises, covenants, and agreements made by each other, do hereby agree as follows: 1. Upon substantial completion of construction of the Improvements by the Company, the minimum actual taxable value which shall be fixed for assessment purposes for the land and Improvements to be constructed thereon by the Company as a part of the Project shall not be less than $360,370.00 (the "Minimum Actual Value") until termination of this Agreement. The parties hereto agree that construction of the Improvements will be substantially completed on or before the date that is twelve (12) months from the date hereof. 2. The Minimum Actual Value herein established shall be of no further force and effect, and this Minimum Assessment Agreement shall terminate, on December 31, 2019. Nothing herein shall be deemed to waive the Company's rights under Iowa Code § 403.6, as amended, to contest that portion of any actual value assignment made by 1 the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall the Company seek or cause the reduction of the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. The City shall not unreasonably withhold its consent to permit the Company to contest its taxable valuations in full, commencing with the assessment of January 1, 2020. 3. This Agreement shall be promptly recorded by the City with the Recorder of Black Hawk County, Iowa. The City shall pay all costs of recording. 4. Neither the preambles nor provisions of this Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement. 5. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties, including but not limited to future owners of the Project property. CITY OF WATERLOO, IOWA MMC PROPERTIES, LLC By: _ By: Ernest G. Clark, Mayor , Manager By: By: Suzy Schares, City Clerk , Manager STATE OF IOWA ) ss. COUNTY OF BLACK HAWK On this day of , 2013, before me, a Notary Public in and for the State of Iowa, personally appeared Ernest G. Clark and Suzy Schares, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waterloo, Iowa, a municipal corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said municipal corporation, and that said instrument was signed and sealed on behalf of said municipal corporation by authority and resolution of its City Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said municipal corporation by it and by them voluntarily executed. Notary Public 2 STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) Subscribed and sworn to before me on , 2013 by and as Managers of MMC Properties, LLC. Notary Public 3 CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon which the improvements are to be constructed for the development, and being of the opinion that the minimum market value contained in the foregoing Minimum Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the property subject to the development, upon completion of improvements to be made on it and in accordance with the Minimum Assessment Agreement, certifies that the actual value assigned to such land, building and equipment upon completion of the development shall not be Tess than Three Hundred Sixty Thousand Three Hundred Seventy Dollars ($360,370) in the aggregate, until termination of this Minimum Assessment Agreement pursuant to the terms hereof. Assessor for Black Hawk County, Iowa Date STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK Subscribed and sworn to before me on , 2013 by Tami McFarland, Assessor for Black Hawk County, Iowa. Notary Public 1 Prepare? Information: Noel Anderson 715 Mulberry Street Waterloo. Iowa 50703 (319) 291-4366 Name Address City Phone SPACE ABOVE THIS LINE FOR RECORDER DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of iL'tit,''eil`Lk: ' L-' , 2013, by and between MMC Properties, LLC (the "Company") and the City of Waterloo, Iowa (the "City"). RECITALS A. City considers economic development within the City a benefit to the community and is willing for the overall good and welfare of the community to provide financial incentives so as to encourage that goal. B. Company is willing and able to finance and construct a building and related improvements on property located in the Airport Tax Increment Finance District. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Purchase of Property. Company is purchasing the real property described on Exhibit "A" attached hereto (the "Property"). The purchase price for the Property is $73,868.00 (the "Purchase Price"). Company shall take all steps necessary or advisable to complete the purchase of the Property and to obtain marketable title thereto as promptly as possible. 2. Improvements by Company. Company shall construct on the Property one industrial building of not less than 10,000 square feet, and related improvements to the buildings and grounds (collectively, the "Improvements"). The Improvements shall be constructed in accordance with all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. It is 1 contemplated that the Improvements will have a total project cost of approximately $352,000. The Property, the Improvements, and all site preparation and development - related work to make the Property usable for Company's purposes as contemplated by this Agreement are collectively referred to as the Project". 3. Grant for Land Acquisition; Mortgage. The City shall make an economic development grant (the "Grant") to the Company for the Project in an amount equal to the Purchase Price, i.e., $73,868.00, to be paid by City on Company's behalf to the seller at the time of closing on the Property purchase transaction. No later than such closing, Company shall execute and deliver to City a mortgage (the "Mortgage") to secure Company's contingent repayment obligations under Section 4 below. City will record the Mortgage in the public land records. Company shall be in default of the Mortgage if, among other terms of default stated therein, Company is in default of any Project Mortgage described in Section 6 below pursuant to the terms of such Project Mortgage. 4. Timeliness of Construction. The parties agree that Company's commitment to undertake the Project and to construct the Improvements in a timely manner constitutes a material inducement for the City to make the Grant to Company and that without said commitment City would not have done so. Measured from the date of approval of this agreement, Company must obtain a building permit and begin construction within four (4) months, and construction shall be completed within an additional twelve (12) months. If Company has not, in good faith, begun the construction of the Improvements on the schedule stated above, this Agreement may be cancelled at the sole option of City, and Company must repay grant funds to City. If construction has not begun within the scheduled period but the development of the Project is still imminent, the City Council may, but shall not be required to, consent to an extension of time for the construction of the Improvements, and if an extension is granted but construction of the Improvements has not begun within such extended period, Company must repay Grant funds to City. If construction has begun within the required period or any extended period and is stopped and/or delayed as a result of an act of God, war, civil disturbance, court order, labor dispute, fire, or other cause beyond the reasonable control of Company, the Project completion schedule shall be tolled for a period of time equal to the period of such stoppage or delay, and thereafter if construction is not completed within the allowed period of extension then this Agreement may be cancelled at the sole option of City. 5. Indemnity. Company agrees that it shall indemnify City and hold it harmless with respect to any demand, claim, cause of action, damage, or injury made, suffered, or incurred as a result of or in connection with the Project, Company's failure to carry on or complete same, or any lien, claim, charge, or encumbrance on or against the Property of any type or nature whatsoever that attaches to the Property by virtue of Company's ownership of same, other than permitted mortgages as described in Section 6. If City files suit to enforce the terms of this Agreement or the Mortgage and prevails in such suit, then Company shall be liable for all legal expenses, including but not limited to reasonable attorneys' fees. Company's duties of indemnity pursuant to this 2 Section 5 shall survive the expiration, termination or cancellation of this Agreement for any reason. 6. No Encumbrances; Limited Exception. Until completion of the Improvements, Company agrees that it shall not create, incur, or suffer to exist any lien, encumbrance, mortgage, security interest, or charge on the Property, other than such mortgage or mortgages (a "Project Mortgage") as may be reasonably necessary to finance Company's completion of the Improvements and of which Company notifies City in advance of Company's execution of any such Project Mortgage. Company may not mortgage or encumber the Property or any part thereof for any purpose except in connection with financing of the Improvements, whether through a construction loan or permanent loan. City agrees to subordinate its Mortgage to any Project Mortgage. 7. Water and Sewer. Company will be responsible for extending water and sewer service to any location on the Property and for payment of any associated connection fees. 8. Minimum Assessment Agreement. Company acknowledges and agrees that it will pay when due all taxes and assessments, general or special, and all other lawful charges whatsoever levied upon or assessed or placed against the Property. Company further agrees that, prior to the date set forth in Section 2 of Exhibit "B", it will not seek or cause a reduction in the taxable valuation for the Property, which shall be fixed for assessment purposes, below the amount of $360,370.00 (the "Minimum Actual Value"), through: (i) willful destruction of the Property, Improvements, or any part of either; (ii) a request to the assessor of Black Hawk County; or (iii) any proceedings, whether administrative, legal, or equitable, with any administrative body or court within the City, Black Hawk County, the State of Iowa, or the federal government. Company agrees to sign the agreement attached as Exhibit "B" at closing. 9. Representations and Warranties of City. City hereby represents and warrants as follows: A. City is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Each person who executes and delivers this Agreement and all documents to be delivered hereunder is and shall be authorized to do so on behalf of City. 3 10. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. Company is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Company is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good standing under the laws of the State of Iowa. C. Company has full right, title, and authority to execute and perform this Agreement and to consummate all of the transactions contemplated herein, and each person who executes and delivers this Agreement and all documents to be delivered to City hereunder is and shall be authorized to do so on behalf of Company. 11. No Assignment or Conveyance. Company agrees that it will not sell, convey, assign or otherwise transfer its interest in the Property prior to completion of the Project, whether in whole or in part, to any other person or entity without the prior written consent of City. Reasonable grounds for the City to withhold its consent shall include but are not limited to the inability of the proposed transferee to demonstrate to the City's satisfaction that it has the financial ability to observe all of the terms to be performed by Company under this Agreement. 12. Materiality of Company's Promises, Covenants, Representations, and Warranties. Each and every promise, covenant, representation, and warranty set forth in this Agreement on the part of Company to be performed is a material term of this Agreement, and each and every such promise, covenant, representation, and warranty constitutes a material inducement for City to enter this Agreement. Company acknowledges that without such promises, covenants, representations, and warranties, City would not have entered this Agreement. Upon breach of any promise or covenant, or in the event of the incorrectness or falsity of any representation or warranty, City may, at its sole option and in addition to any other right or remedy available to it, terminate this Agreement and declare it null and void. 13. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight air courier service, by United States registered or certified mail, postage prepaid, or by facsimile (with an additional copy delivered by one of the foregoing means), and addressed: (a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, facsimile number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. (b) if to Company, at Attention: 4 Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, (iii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid, or (iv) when transmitted by facsimile so long as the sender obtains written electronic confirmation from the sending facsimile machine that such transmission was successful. 14. No Joint Venture. Nothing in this Agreement shall, or shall be deemed or construed to, create or constitute any joint venture, partnership, agency, employment, or any other relationship between the City and Company nor to create any liability for one party with respect to the liabilities or obligations of the other party or any other person. 15. Amendment, Modification, and Waiver. No amendment, modification, or waiver of any condition, provision, or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound or by the duly authorized representative of same, and specifying with particularity the extent and nature of the amendment, modification, or waiver. Any waiver by any party of any default by another party shall not affect or impair any rights arising from any subsequent default. 16. Severability. Each provision, section, sentence, clause, phrase, and word of this Agreement is intended to be severable. If any portion of this Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the offending provision or part thereof shall be deemed severed from this Agreement and the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. lf, for any reason, a court finds that any portion of this Agreement is invalid or unenforceable as written, but that by limiting such provision or portion thereof it would become valid and enforceable, then such provision or portion thereof shall be deemed to be written, and shall be construed and enforced, as so limited. 17. Captions. All captions, headings, or titles in the paragraphs or sections of this Agreement are inserted only as a matter of convenience and/or reference, and they shall in no way be construed as limiting, extending, or describing either the scope or intent of this Agreement or of any provisions hereof. 18. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 5 20. Entire Agreement. This Agreement, together with the Minimum Assessment Agreement attached hereto as Exhibit "B", constitutes the entire agreement of the parties and supersedes all prior or contemporaneous negotiations, discussions, understandings, or agreements, whether oral or written, with respect to the subject matter hereof. 21. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement as of the date first set forth above. [signatures on next page] 6 CITY OF WATERLOO, IOWA By: Emest G. Clark, Mayor Attes Suzy Sc hares, City Clerk MMC PROPERTIES, LLC 0. By: ,<�G Title: Bill Brad ord, President PERSONAL GUARANTY. The undersigned, being either an officer, shareholder, manager, or member of Company, hereby agree for themselves and their heirs, personal representatives, and assigns, to unconditionally guarantee to City, its successors and assigns, the full and prompt performance by Company, its successors and assigns, of all promises and covenants on the part of Company to be performed pursuant to the foregoing Agreement, including but not limited to the duties of indemnity set forth therein. Liability of guarantors hereunder is jo'nt and several,' 7 Bill Bradford. 'res -dent CHI cc. M1 JESTERS 772326 1 EXPIRES ISTOPHERW. tit` )MMISti ION NO. „_ -.av COMMI$$ION E.5q.-1E,. ' EXHIBIT "A" Legal Description of the Property South Port Second Addition Lot 2, City of Waterloo, Black Hawk County, Iowa. 1 EXHIBIT "B" MINIMUM ASSESSMENT AGREEMENT This.Minimum Assessment Agreement (the "Agreement") is entered into as of this :2 !=311'day of AA`' L Pt.— , 2013, by and among the CITY OF WATERLOO, IOWA ("City"), MMC Properties, LLC ("Company), and the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City and Company have entered into a development agreement (the "Development Agreement") regarding certain real property, described in Exhibit "A" thereto, located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company will undertake the development of an area ("Project") within the City and within the Airport Tax Increment Finance District; and WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the Company desire to establish a minimum actual value for the land and the building(s) pursuant to this Agreement and applicable only to the Project, which shall be effective upon substantial completion of the Project and from then until this Agreement is terminated pursuant to the terms herein and which is intended to reflect the minimum actual value of the land and buildings as to the Project only; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the improvements (the "Improvements") which the parties contemplate will be erected as a part of the Project. NOW, THEREFORE, the parties hereto, in consideration of the promises, covenants, and agreements made by each other, do hereby agree as follows: 1. Upon substantial completion of construction of the Improvements by the Company, the minimum actual taxable value which shall be fixed for assessment purposes for the land and Improvements to be constructed thereon by the Company as a part of the Project shall not be less than $360,370.00 (the "Minimum Actual Value") until termination of this Agreement. The parties hereto agree that construction of the Improvements will be substantially completed on or before the date that is twelve (12) months from the date hereof. 2. The Minimum Actual Value herein established shall be of no further force and effect, and this Minimum Assessment Agreement shall terminate, on December 31, 2019. Nothing herein shall be deemed to waive the Company's rights under Iowa Code § 403.6, as amended, to contest that portion of any actual value assignment made by 1 the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall the Company seek or cause the reduction of the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. The City shall not unreasonably withhold its consent to permit the Company to contest its taxable valuations in full, commencing with the assessment of January 1, 2020. 3. This Agreement shall be promptly recorded by the City with the Recorder of Black Hawk County, Iowa. The City shall pay all costs of recording. 4. Neither the preambles nor provisions of this Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement. 5. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties, including but not limited to future owners of the Project property. CITY OF WATERLOO, IOWA MMC PROPERTIES, LLC By: r ,mss a(-11.4- By: By: Ernest G. Clark, Mayor Suzy Sq ares, City Clerk ill Bradford , ager By: , Manager STATE OF IOWA ) ss. COUNTY OF BLACK HAWK ) On this day of i Crt:l kitit- , 2013, before me, a Notary Public in and for the State of Iowa, personally appeared Ernest G. Clark and Suzy Schares, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waterloo, Iowa, a municipal corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said municipal corporation, and that said instrument was signed and sealed on behalf of said municipal corporation by authority and resolution of its City Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said municipal corporation by it and by them voluntarily executed. -----/-1-)A.4341 L.! 441_ --No ary Public IA 6 DeAnne Kobliska oes COMMISSION NO. 783995 z+T:„ s MY COMMISSION EXPIRES VII111171ffi 7� 2 STATE OF IOWA COUNTY OF BLACK HAWK ) )ss. Subscribed and sworn to before me on , 2013 by and as Managers of MMC Properties, LLC. Notary Public 3 CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon which the improvements are to be constructed for the development, and being of the opinion that the minimum market value contained in the foregoing Minimum Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the property subject to the development, upon completion of improvements to be made on it and in accordance with the Minimum Assessment Agreement, certifies that the actual value assigned to such land, building and equipment upon completion of the development shall not be Tess than Three Hundred Sixty Thousand Three Hundred Seventy Dollars ($360,370) in the aggregate, until termination of this Minimum Assessment Agreement pursuant to the terms hereof. STATE OF IOWA ) ss. COUNTY OF BLACK HAWK Date 2-- la ( Hawk Coun , Iowa v `'1 .%/ Subscribed and sworn to before me on 040A2.oie/ , 201; by Te°nt MeFaflarrelyAssessor for Black Hawk County, Iowa. Notary Public 1 ^E RAH L BOECk MAFIN - Al 0.:1AMISSJON NO. 195780 MY CO i _ ION EXPIRES Preparer Information: Noel Anderson Name 715 MulberryStreet Address II1IIIlIIIIllhII1llll111+111111u11mww1111u1111 Doc ID 005412930012 Type GEN Kind AGREEMENT Recorded: 03/04/2014 at 02:55:35 PM Fee Amt: $62.00 Page 1 of 12 Black Hawk County Iowa JUDITH A MCCARTHY RECORDER F11e2014-00016001 Waterloo, Iowa 50703 (319) 291-4366 City Phone SPACE ABOVE THIS LINE FOR RECORDER DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of IObU21, .-€ , 2013, by and between MMC Properties, LLC (the "Company") and the City of Waterloo, Iowa (the "City"). RECITALS A. City considers economic development within the City a benefit to the community and is willing for the overall good and welfare of the community to provide financial incentives so as to encourage that goal. B. Company is willing and able to finance and construct a building and related improvements on property located in the Airport Tax Increment Finance District. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Purchase of Property. Company is purchasing the real property described on Exhibit "A" attached hereto (the "Property"). The purchase price for the Property is $73,868.00 (the "Purchase Price"). Company shall take all steps necessary or advisable to complete the purchase of the Property and to obtain marketable title thereto as promptly as possible. 2. Improvements by Company. Company shall construct on the Property one industrial building of not less than 10,000 square feet, and related improvements to the buildings and grounds (collectively, the "Improvements"). The Improvements shall be constructed in accordance with all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. It is 1 Ctod..00) contemplated that the Improvements will have a total project cost of approximately $352,000. The Property, the Improvements, and all site preparation and development- related work to make the Property usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project". 3. Grant for Land Acquisition; Mortgage. The City shall make an economic development grant (the "Grant") to the Company for the Project in an amount equal to the Purchase Price, i.e., $73,868.00, to be paid by City on Company's behalf to the seller at the time of closing on the Property purchase transaction. No later than such closing, Company shall execute and deliver to City a mortgage (the "Mortgage") to secure Company's contingent repayment obligations under Section 4 below. City will record the Mortgage in the public land records. Company shall be in default of the Mortgage if, among other terms of default stated therein, Company is in default of any Project Mortgage described in Section 6 below pursuant to the terms of such Project Mortgage. 4. Timeliness of Construction. The parties agree that Company's commitment to undertake the Project and to construct the Improvements in a timely manner constitutes a material inducement for the City to make the Grant to Company and that without said commitment City would not have done so. Measured from the date of approval of this agreement, Company must obtain a building permit and begin construction within four (4) months, and construction shall be completed within an additional twelve (12) months. If Company has not, in good faith, begun the construction of the Improvements on the schedule stated above, this Agreement may be cancelled at the sole option of City, and Company must repay grant funds to City. If construction has not begun within the scheduled period but the development of the Project is still imminent, the City Council may, but shall not be required to, consent to an extension of time for the construction of the Improvements, and if an extension is granted but construction of the Improvements has not begun within such extended period, Company must repay Grant funds to City. If construction has begun within the required period or any extended period and is stopped and/or delayed as a result of an act of God, war, civil disturbance, court order, labor dispute, fire, or other cause beyond the reasonable control of Company, the Project completion schedule shall be tolled for a period of time equal to the period of such stoppage or delay, and thereafter if construction is not completed within the allowed period of extension then this Agreement may be cancelled at the sole option of City. 5. Indemnity. Company agrees that it shall indemnify City and hold it harmless with respect to any demand, claim, cause of action, damage, or injury made, suffered, or incurred as a result of or in connection with the Project, Company's failure to carry on or complete same, or any lien, claim, charge, or encumbrance on or against the Property of any type or nature whatsoever that attaches to the Property by virtue of Company's ownership of same, other than permitted mortgages as described in Section 6. If City files suit to enforce the terms of this Agreement or the Mortgage and prevails in such suit, then Company shall be liable for all legal expenses, including but not limited to reasonable attorneys' fees. Company's duties of indemnity pursuant to this 2 Section 5 shall survive the expiration, termination or cancellation of this Agreement for any reason. 6. No Encumbrances; Limited Exception. Until completion of the Improvements, Company agrees that it shall not create, incur, or suffer to exist any lien, encumbrance, mortgage, security interest, or charge on the Property, other than such mortgage or mortgages (a "Project Mortgage") as may be reasonably necessary to finance Company's completion of the Improvements and of which Company notifies City in advance of Company's execution of any such Project Mortgage. Company may not mortgage or encumber the Property or any part thereof for any purpose except in connection with financing of the Improvements, whether through a construction loan or permanent loan. City agrees to subordinate its Mortgage to any Project Mortgage. 7. Water and Sewer. Company will be responsible for extending water and sewer service to any location on the Property and for payment of any associated connection fees. 8. Minimum Assessment Agreement. Company acknowledges and agrees that it will pay when due all taxes and assessments, general or special, and all other lawful charges whatsoever levied upon or assessed or placed against the Property. Company further agrees that, prior to the date set forth in Section 2 of Exhibit "B", it will not seek or cause a reduction in the taxable valuation for the Property, which shall be fixed for assessment purposes, below the amount of $360,370.00 (the "Minimum Actual Value"), through: (i) either; willful destruction of the Property, Improvements, or any part of (ii) a request to the assessor of Black Hawk County; or (iii) any proceedings, whether administrative, legal, or equitable, with any administrative body or court within the City, Black Hawk County, the State of Iowa, or the federal government. Company agrees to sign the agreement attached as Exhibit "B" at closing. 9. Representations and Warranties of City. City hereby represents and warrants as follows: A. City is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Each person who executes and delivers this Agreement and all documents to be delivered hereunder is and shall be authorized to do so on behalf of City. 3 10. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. Company is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Company is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good standing under the laws of the State of Iowa. C. Company has full right, title, and authority to execute and perform this Agreement and to consummate all of the transactions contemplated herein, and each person who executes and delivers this Agreement and all documents to be delivered to City hereunder is and shall be authorized to do so on behalf of Company. 11. No Assignment or Conveyance. Company agrees that it will not sell, convey, assign or otherwise transfer its interest in the Property prior to completion of the Project, whether in whole or in part, to any other person or entity without the prior written consent of City. Reasonable grounds for the City to withhold its consent shall include but are not limited to the inability of the proposed transferee to demonstrate to the City's satisfaction that it has the financial ability to observe all of the terms to be performed by Company under this Agreement. 12. Materiality of Company's Promises, Covenants, Representations, and Warranties. Each and every promise, covenant, representation, and warranty set forth in this Agreement on the part of Company to be performed is a material term of this Agreement, and each and every such promise, covenant, representation, and warranty constitutes a material inducement for City to enter this Agreement. Company acknowledges that without such promises, covenants, representations, and warranties, City would not have entered this Agreement. Upon breach of any promise or covenant, or in the event of the incorrectness or falsity of any representation or warranty, City may, at its sole option and in addition to any other right or remedy available to it, terminate this Agreement and declare it null and void. 13. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight air courier service, by United States registered or certified mail, postage prepaid, or by facsimile (with an additional copy delivered by one of the foregoing means), and addressed: (a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, facsimile number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. (b) if to Company, at Attention: 4 Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, (iii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid, or (iv) when transmitted by facsimile so long as the sender obtains written electronic confirmation from the sending facsimile machine that such transmission was successful. 14. No Joint Venture. Nothing in this Agreement shall, or shall be deemed or construed to, create or constitute any joint venture, partnership, agency, employment, or any other relationship between the City and Company nor to create any liability for one party with respect to the liabilities or obligations of the other party or any other person. 15. Amendment, Modification, and Waiver. No amendment, modification, or waiver of any condition, provision, or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound or by the duly authorized representative of same, and specifying with particularity the extent and nature of the amendment, modification, or waiver. Any waiver by any party of any default by another party shall not affect or impair any rights arising from any subsequent default. 16. Severability. Each provision, section, sentence, clause, phrase, and word of this Agreement is intended to be severable. If any portion of this Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the offending provision or part thereof shall be deemed severed from this Agreement and the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any portion of this Agreement is invalid or unenforceable as written, but that by limiting such provision or portion thereof it would become valid and enforceable, then such provision or portion thereof shall be deemed to be written, and shall be construed and enforced, as so limited. 17. Captions. All captions, headings, or titles in the paragraphs or sections of this Agreement are inserted only as a matter of convenience and/or reference, and they shall in no way be construed as limiting, extending, or describing either the scope or intent of this Agreement or of any provisions hereof. 18. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 5 20. Entire Agreement. This Agreement, together with the Minimum Assessment Agreement attached hereto as Exhibit "B", constitutes the entire agreement of the parties and supersedes all prior or contemporaneous negotiations, discussions, understandings, or agreements, whether oral or written, with respect to the subject matter hereof. 21. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement as of the date first set forth above. [signatures on next page] 6 CITY OF WATERLOO, IOWA MMC PROPERTIES, LLC By: AA y- By: Ernest G. Clark, Mayor Attes Suzy S • ares, City Clerk Title: Bill Brad ord, President PERSONAL GUARANTY. The undersigned, being either an officer, shareholder, manager, or member of Company, hereby agree for themselves and their heirs, personal representatives, and assigns, to unconditionally guarantee to City, its successors and assigns, the full and prompt performance by Company, its successors and assigns, of all promises and covenants on the part of Company to be performed pursuant to the foregoing Agreement, including but not limited to the duties of indemnity set forth therein. Liability of guarantors hereunder is joint and severa 7 Bill Bradforcj; 'resident WESTERN 772326 :J EXPIRES CHRISTOPHER W. WES ER I COMMISSION NO. 772326 MY COMMISSION EXPIRES a YI p 3 - EXHIBIT "A" Legal Description of the Property South Port Second Addition Lot 2, City of Waterloo, Black Hawk County, Iowa. EXHIBIT "B" MINIMUM ASSESSMENT AGREEMENT This inimum Assessment Agreement (the "Agreement") is entered into as of this 2.5 day of M71)G ' , 2013, by and among the CITY OF WATERLOO, IOWA ("City"), MMC Properties, LLC ("Company"), and the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City and Company have entered into a development agreement (the "Development Agreement") regarding certain real property, described in Exhibit "A" thereto, located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company will undertake the development of an area ("Project") within the City and within the Airport Tax Increment Finance District; and WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the Company desire to establish a minimum actual value for the land and the building(s) pursuant to this Agreement and applicable only to the Project, which shall be effective upon substantial completion of the Project and from then until this Agreement is terminated pursuant to the terms herein and which is intended to reflect the minimum actual value of the land and buildings as to the Project only; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the improvements (the "Improvements") which the parties contemplate will be erected as a part of the Project. NOW, THEREFORE, the parties hereto, in consideration of the promises, covenants, and agreements made by each other, do hereby agree as follows: 1. Upon substantial completion of construction of the Improvements by the Company, the minimum actual taxable value which shall be fixed for assessment purposes for the land and Improvements to be constructed thereon by the Company as a part of the Project shall not be less than $360,370.00 (the "Minimum Actual Value") until termination of this Agreement. The parties hereto agree that construction of the Improvements will be substantially completed on or before the date that is twelve (12) months from the date hereof. 2. The Minimum Actual Value herein established shall be of no further force and effect, and this Minimum Assessment Agreement shall terminate, on December 31, 2019. Nothing herein shall be deemed to waive the Company's rights under Iowa Code § 403.6, as amended, to contest that portion of any actual value assignment made by 1 the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall the Company seek or cause the reduction of the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. The City shall not unreasonably withhold its consent to permit the Company to contest its taxable valuations in full, commencing with the assessment of January 1, 2020. 3. This Agreement shall be promptly recorded by the City with the Recorder of Black Hawk County, Iowa. The City shall pay all costs of recording. 4. Neither the preambles nor provisions of this Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement. 5. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties, including but not limited to future owners of the Project property. CITY OF WATERLOO, IOWA B al/f By: Ernest G. Clark, Mayor Suzy Sghares, City Clerk STATE OF IOWA ) ss. COUNTY OF BLACK HAWK ) On this ? day of lgatie4 J - , 2013, before me, a Notary Public in and for the State of Iowa, personally appeared Ernest G. Clark and Suzy Schares, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waterloo, Iowa, a municipal corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said municipal corporation, and that said instrument was signed and sealed on behalf of said municipal corporation by authority and resolution of its City Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said municipal corporation by it and by them voluntarily executed. MMC PROPERTIES, LLC By: ill Bradford , ager By: , Manager DeAnne Kobliska COMMISSION NO. 763995 MY COMMISSION EXPIRES 7 -21a -I fr 2 otary Public STATE OF IOWA COUNTY OF BLACK HAWK ) ss. Subscribed and sworn to before me on , 2013 by and as Managers of MMC Properties, LLC. COMMISSION NO. 772326 MY COMMISSION B(P RE8 Notary Public Ckr�� \ti, 3 CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon which the improvements are to be constructed for the development, and being of the opinion that the minimum market value contained in the foregoing Minimum Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the property subject to the development, upon completion of improvements to be made on it and in accordance with the Minimum Assessment Agreement, certifies that the actual value assigned to such land, building and equipment upon completion of the development shall not be less than Three Hundred Sixty Thousand Three Hundred Seventy Dollars ($360,370) in the aggregate, until termination of this Minimum Assessment Agreement pursuant to the terms hereof. %1/ Ass-ssor fob BI Hawk Coun , Iowa 2 jc Date STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK Subscribed and sworn to before me on 0/46 41_0,7- 4 , 2011 by Kh`,ld MeFartaild,,Assessor for Black Hawk County, Iowa. gip,` Notary Public 1 ` F.B3FSAH L. BOECI N !° >• ,MY COMMISSION NO. 195788 4 MY CO MIS ION EXPIRES