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HomeMy WebLinkAboutJSA Development, LLC - Special Warranty Deed- 10/8/2018 (RECORDED)IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII►IIII►III►►�►���►��►►� toc vb` wMKQQQi Recorded: 10/Og/2018 at 04:05:16 PM Fee Amt: $12.00 Page 1 of 1 Revenue Tax: $0.00 Black Hawk County Iowa SANDIE L. SMITH RECORDER File2019-00005 V V 2 Preparer P.O. Box 596 Waterloo, IA __ Information Christo 3her S. Wendland statement to JSA Development, LLC, 315 E. 5`" St., Waterloo, IA 50703 Address tax sCity of Waterloo, 715 Mulberry Street, Waterloo, IA 50703, Attn: Adrienne Miller. Return deed to SPECIAL WARRANTY DEED For the consideration of One and OeloOD tlars LLC�he following desc1.00) and other albedlreal estateanloBlack Hawk County, , City of Waterlog, Iowa does hereby convey to JSA De Am Iowa: ly 5 feet of The Southwesterly halfof Lot lLot 4; and The Northeasterly One-fourth of Lot 5Wall inrBlock 63 n the Northeasterly One-half Cooley Addition, Waterloo, Iowa, and also that certain undivided One-third interest Int e Southeasterly 60 feet of Lot 6, Block 63 in the Cooley Addition to Watercorded in Book 72 loo, Iowa, which was conveyed to Herbert M. 32 in heeed by rranty Deed offi a of the led June 29, 1910 and re County County Re order of Black Hawk County, Iowa• Town Lot Deeds, at page, fy deed ated June 5, 2018 and filed Deed without additional considerationo2019-4404.1 Exempt pfrrom real estate transfer tax, declaration ation of value 14, 2018 as Dos. and groundwater hazard statement. rrant and defend the The grantor hereby covenants with claimingsby, hough o�underrs in rit except asrest, to amay be stated above.real estate against the lawful claims of all person Words and phrases herein, including acknowledgment hereof, shall be construed as in the singular or plural number, and as masculine or feminine gender, according to the context. STATE OF IOWA ) ) ss: BLACK HAWK COUNTY ) Acknowledged before me on 119—Y , 2018, by Quentin M. Hart and Kelley Felchle, Mayor and City Clerk, respectively, of the City of Waterloo, Iowa. Notary Public 0,,w, -r 2, 2e_U t2,; z 0C--- Dated:©C1", /j, Y 2018 CITY OF WATERLOO, IOWA By: Quentin M. Hart, Mayor 1-11 Attest: Kelley Fel le, City Clerk i 1111111 111111 iii 11111 11111 11111 11111 11111 11111 11111 11111 11111 �iii� ii�ii viii ilii Recorded009400970020 10/09/2018 atp04:07:16 PM Fee Amt: $102.00 Page 1 of 20 Black Hawk County Iowa SANDIE L. SMITH RECORDER File2019--00005 V V 3 Prepared by Christopher S. Wendland P.O Box 596 Waterloo IA 50704 Phone (319) 234-5701 DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of Nn,t�n2✓ Ze, , 2017 by and between SDC Real Estate, L.L.C. (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, and the City further believes that the project is in the vital and best interests of the City and that the project and such incentives are in accordance with the public purposes and provisions of applicable State and local laws and requirements under which the project has been undertaken and is being assisted. B. Company is willing and able to finance and construct buildings and related improvements on property located in the Airport Area Development Plan area, consisting of approximately 26 acres and legally described on Exhibit "A" attached hereto (the "Property"). AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Sale of Property; Title. Subject to the terms hereof, City shall convey the Property to Company for the sum of $1.00 (the "Purchase Price"). Conveyance shall be by quit claim deed, free and clear of all encumbrances arising by or through City except: (a) easements, conditions and restrictions of record which do not, in Company's opinion, interfere with Company's proposed use; (b) current and future real estate real property taxes and assessments subject to the agreements made herein; (c) general utility and right-of-way easements serving the Property; and (d) restrictions imposed by the City zoning ordinances and other applicable law. City shall have no duty to convey title to Company until Company delivers to City reasonable and satisfactory proof of financial ability to undertake and carry on the Project (defined below), which may take the form of a lending commitment letter. In any event, conveyance will not occur until the Property has been platted. Company shall, at its own expense, prepare an updated abstract of title, or in lieu thereof Company may, at its own expense, obtain whatever form of title evidence it desires. If title is unmarketable or subject to matters not acceptable to Company, and if City does not remedy or remove such objectionable matters in timely fashion following written notice of such objections from Company, Company may terminate this Agreement. City shall provide any title documents it has in its possession, including any abstracts, to assist in title preparation. 2. Improvements by Company. Company shall make the Facility Improvements and the Rail Improvements (collectively, the "Improvements") as set forth in paragraphs A and B below. 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. 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". A. Facility Improvements. Company shall construct on the Property a warehouse transfer facility of approximately 50,000 square feet, and related parking, landscaping, and other improvements to the buildings and grounds (collectively, the "Facility Improvements"). B. Rail Improvements. Company shall construct a railroad spur (the "Rail Improvements") onto the Property from a public railroad spur that City will construct as set forth in Section 6.C. The parties anticipate that Company will apply for funding from the State of Iowa to help defray expenses for this Project component. 3. Timeliness of Construction; Possibility of Reverter. 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 convey the Property, or to cause the Property to be conveyed, to Company and that without said commitment City would not do so. Company must obtain a building permit and begin construction as soon as weather and ground conditions allow in spring 2018, but in any event by April 30, 2018 (the "Project Start Date") and substantially complete construction by December 31, 2018 (the "Project Completion Date"). If Company has not, in good faith, begun the construction of the Improvements by the Project Start Date, then title to the Property shall revert to the City, except as provided in this Agreement; provided, however, that if construction has not begun by the Project Start Date 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, then the title to the Property 2 shall revert to the City after the end of said extended period. If Company determines at any time that the Project is not economically feasible, then after giving thirty (30) days' advance written notice to City, Company may convey the Property to City by special warranty deed, and thereupon neither party shall have any further obligation under this Agreement except as expressly provided. If development has commenced by the Project Start Date 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 requirement that construction is to be completed by the Project Completion Date 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 the title to the Property shall revert to the City after the end of said period. 4. Reverter of Title; Indemnity. In the event of any reverter of title, Company agrees that it shall, at its own expense, promptly execute all documents, including but not limited to a special warranty deed, or take such other actions as the City may reasonably request to effectuate said reverter and to deliver to City title to the Property that is free and clear of any lien, claim, charge, security interest, mortgage or encumbrance (collectively, "Liens") arising by or through Company. Company shall pay in full, so as to discharge or satisfy, all Liens on or against the Property. Appointment of Attorney in Fact. If Company fails to deliver such documents, including but not limited to a special warranty deed, to City within thirty (30) days of written demand by City, then City shall be authorized to execute, on Company's behalf and as its attorney- in-fact, the special warranty deed required by this Section, and for such limited purpose Company does hereby constitute and appoint City as its attorney-in-fact. Company further 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 or Liens on or against the Property of any type or nature whatsoever that attaches to the Property by virtue of Company's ownership of same. If City files suit to enforce the terms of this Agreement and prevails in such suit, then Company shall be liable for all legal expenses, including but not limited to reasonable attorneys' fees, incurred by,City. Company's duties of indemnity pursuant to this Section shall survive the expiration, termination or cancellation of this Agreement for any reason. 5. No Encumbrances; Limited Exception. Until completion of the Improvements, Company agrees that it shall not create, incur, or suffer to exist any Liens on the Property, other than such mortgage or mortgages as may be reasonably necessary to finance Company's completion of the Improvements and of which Company notifies City before Company executes any such mortgage. Company may not mortgage the Property or any part thereof for any purpose except in connection with financing of the Improvements. 3 6. Additional City Assistance; Easements. In addition to the other incentives provided by City to Company under this Agreement, City agrees to provide the following assistance to facilitate the Project and its operation following completion: A. Funding Support. City will provide support and reasonable cooperation for Company's application to the State of Iowa for funds to construct the Rail Improvements. B. Platting; Easements. City will plat the Property, targeting completion in December 2017. Said plat will include easements for (i) sanitary sewer lines to service the Property and future development projects in the vicinity and (ii) for northerly extension of the public rail spur to service such development projects. City will consult with Company about location of easements. C. Rail Spur. Within publicly owned property or right -of way, City will construct, or cause to be constructed, a railroad spur to provide rail service to the Property. Construction of the spur will begin in fall 2017 or spring 2018 as soon as weather and ground conditions allow, but in any event no later than April 30, 2018. D. Utilities Infrastructure. City and/or Waterloo Water Works will construct a new water main in Leversee Road. City will construct a sanitary sewer extension from the south. These improvements will be constructed on substantially the same timeline as the railroad spur described in paragraph C above. Company will be responsible to connect with the water main and sewer main as provided in Section 7. 7. Utilities. Company will be responsible for extending water, sewer, telephone, telecommunications, electricity, gas and other utility services from public right of way or easement to any location on the Property and for payment of any associated connection fees. 8. Option for Additional Land. Provided that Company completes the Project as required by the terms of this Agreement, then Company shall have an option to purchase the real property described on Exhibit "A-1" attached hereto (the "Option Property") for the sum of $1.00, provided that Company shall enter into a minimum assessment agreement with respect to an expansion project of no less than an additional 100,000 square feet of finished building space. The option may be exercised at any time on or before the seventh (7th) anniversary of the date of this Agreement by delivery of written notice of exercise to City. Within ten (10) days following delivery of the option notice, the parties shall execute a written purchase agreement in form acceptable to City and providing for conveyance of the Option Property by quit claim deed. Closing shall occur on a date to be agreed upon by the parties following delivery of the option exercise notice, which date shall be within sixty (60) days of delivery of said notice. Other terms and conditions of the closing shall be as specified in the purchase agreement, but in any event shall include as a condition to closing City's determination that Company's plans for additional Improvements satisfy the -19 requirements of this Section and would meet other development criteria substantially similar to the Project criteria set forth in this Agreement. 9. Minimum Assessment Agreement. Company acknowledges and agrees that it will pay when due all taxes and assessments, general or special, and all other 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 $1,800,000 (the "Minimum Actual Value"), through: (i) willful destruction of the Property, the 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 said attached Exhibit "B" at the closing. 10. Tax Rebates. Provided that Company has completed the Improvements as set forth herein and has executed the Minimum Assessment Agreement as set forth above, City agrees to rebate property tax (with the exceptions noted below) as follows: Year One through Year Five 50% rebate each year for any taxable value over the January 1, 2017 value of $130,000. Rebates are payable in respect of a given year only to the extent that Company has actually paid general property taxes due and owing for such year. To receive rebates for a given year, Company must, within twelve (12) months after the tax payment due date, submit a completed rebate request to City on the form provided by or otherwise satisfactory to City, or the rebate shall be forfeited. The taxable value of the Property as a result of the Improvements must be increased by a minimum of 10% and must increase the annual tax by a minimum of $500.00. This rebate program is not applicable to any special assessment levy, debt service levy, or any other levy that is exempted from treatment as tax increment financing under the provisions of applicable law. The first year of in which a rebate may be given ("Year One") shall be the first full year for which the assessment is based upon the completed value of the Improvements, and not based on a prior year for which the assessment is based solely upon (x) the value of the Property or upon (y) the value of the Property and a partial value of the Improvements due to partial completion of the Improvements or a partial tax year. 5 11. 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. 12. 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. 13. Obligations Contingent. Each and every obligation of City under this Agreement is expressly made subject to and contingent upon City's completion of all procedures, hearings and approvals deemed necessary by City or its legal counsel for amendment of the urban renewal plan applicable to the Property and/or project area, all of which must be completed within 180 days from the date this Agreement is approved by the City council. If such completion does not occur, then any conveyance, benefit or incentive of any type provided by City hereunder within said 180 -day period is subject to reverter of title, revocation, repayment or other appropriate action to restore such property, benefit or incentive to City, and Company agrees to cooperate diligently and in good faith with any reasonable request by City to effectuate the restoration of same, or failing such restoration Company agrees to be liable for same or for the fair value thereof, plus interest on any sums owing at the rate of 10% per annum commencing with the date of demand for payment, if said payment is not remitted to City within 30 days. 14. 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 6 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. 15. 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. 16. 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 317 Savannah Park Road, Cedar Falls, Iowa 50613, facsimile number 4&ea2 , .SI�,2%ttention: Stanley S. Poe. 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. A party may change the address for giving notice by any method set forth in this section. 17. 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. 18. 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 7 default by another party shall not affect or impair any rights arising from any subsequent default. 19. 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. 20. 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. 21. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 22. 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. 23. Entire Agreement. This Agreement, together with the exhibits attached hereto, 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. 24. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement by their duly authorized representatives as of the date first set forth above. [signatures on next page] A CITY OF WATERLOO, IOWA SDC REAL ESTATE, L.L.C. By: B . Quentin M. Hart, Mayo St ey . Poe ger Attest: j"/ elley Fel le, ity Clerk Exhibit "A" Legal Description of Property LOCATED WITHIN RELEASE PARCEL "D", WATERLOO REGIONAL AIRPORT IN THE SOUTHWEST 1/4 OF SECTION 5, TOWNSHIP 89 NORTH, RANGE 13 WEST OF THE 5th P.M., BLACK HAWK COUNTY, IOWA. MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 5; THENCE, NO°36'45"E 795.20' ALONG THE WEST LINE OF THE SOUTHWEST 1/4 OF SAID SECTION 5; THENCE, S89°23'15"E 33.00' TO A POINT ON THE EAST RIGHT OF WAY LINE OF LEVERSEE ROAD, SAID POINT ALSO BEING THE POINT OF BEGINNING; THENCE, NO°36'45"E 1189.63' ALONG SAID EAST RIGHT OF WAY LINE TO THE NORTHWEST CORNER OF RELEASE PARCEL "D"; THENCE, S89°08'07"E 651.72' ALONG THE NORTH LINE OF SAID RELEASE PARCEL "D"; THENCE, S36°15'04"E 672.24'; THENCE, SO°36'45"W 716.50' TO A POINT ON THE NORTH RIGHT OF WAY LINE OF CHICAGO, CENTRAL & PACIFIC RAILROAD; THENCE, N89°12'38"W 362.69' ALONG SAID NORTH RAILROAD RIGHT OF WAY LINE; THENCE, WESTERLY 424.56' ALONG THE ARC OF A 2370.51' RADIUS CURVE, CONCAVE NORTHERLY, HAVING A CHORD BEARING OF N86021'38"W AND A CHORD DISTANCE OF 423.99' ALONG SAID NORTH RAILROAD RIGHT OF WAY LINE; THENCE, WESTERLY 272.64' ALONG THE ARC OF A 2557.26' RADIUS CURVE, CONCAVE NORTHERLY, HAVING A CHORD BEARING OF N80004'51"W AND A CHORD DISTANCE OF 272.51' ALONG SAID NORTH RAILROAD RIGHT OF WAY LINE TO THE POINT OF BEGINNING CONTAINING 27.58 ACRES. SUBJECT TO EASEMENTS AND RESTRICTIONS OF RECORD, IF ANY. EXHIBIT W1/4 CORNER SECTION 5-89-13 POINT OF COMMENCEMENT (LOT 2) I II 1 1 I I 1 11 APPROX 1/41/4 UNE — POINT OF \ BEGINNING \ (LOT 2)-"--"�-}N89°24'52"W -------- 1055.00' - LOT 2 14.54 ACRES " S89"08'07"E-- ""-- - 651.72' LOT 1 27.58 ACRES 33.00' ROW POINT OF BEGINNING (LOT 1) cc & P RAILROAD w---- va `� co rn zz 1 SW CORNER SECTION 5-89-13 FND 5/8" REBAR POINT OF COMMENCEMENT DESCRIPTION (LOT 1) SEE SHEET 2 OF 2 N SCALE 1"=300' 0 300' 11-01-17.3:52an-ca"28B 1 11 '1 1 1 II 1' Lu -U') LINE DATA INDEX LEGEND LOCATION: IN THE SOUTHWEST 1/4 OF SECTION 5-89-13, Li CITY OF WATERLOO, BLACK HAWK, COUNTY, 33.00' WA PROPRIETOR: CITY OF WATERLOO SURVEY REQUESTED BY: CITY OF WATERLOO FIELD WORK COMPLETED: 10/23/2017 SURVEY PREPARED BY: CLAPSADDLE-GARBER ASSOCIATES, INC, RESPOND TO: 16 EAST MAIN STREET, P.O. BOX 754, JEREMY HARRIS MARSHALLTOWN, IOWA 50158 PHONE 641-752-6701 JHARRIS@CGACONSULTANTS.COM W1/4 CORNER SECTION 5-89-13 POINT OF COMMENCEMENT (LOT 2) I II 1 1 I I 1 11 APPROX 1/41/4 UNE — POINT OF \ BEGINNING \ (LOT 2)-"--"�-}N89°24'52"W -------- 1055.00' - LOT 2 14.54 ACRES " S89"08'07"E-- ""-- - 651.72' LOT 1 27.58 ACRES 33.00' ROW POINT OF BEGINNING (LOT 1) cc & P RAILROAD w---- va `� co rn zz 1 SW CORNER SECTION 5-89-13 FND 5/8" REBAR POINT OF COMMENCEMENT DESCRIPTION (LOT 1) SEE SHEET 2 OF 2 N SCALE 1"=300' 0 300' 11-01-17.3:52an-ca"28B 1 11 '1 1 1 II 1' Lu -U') LINE DATA LINE NUMBER BEARING DISTANCE Li S89'23'1 5"E 33.00' L2 SO'36'45"W 206.17 L3 S89°23'15"E 33.00' M (COy O � r 2 I 1 / �sLI 1 I gg 13 I 's I RELEASE PARCEL "D" �\ FUTURE CITY RAIL ROW I Lo I I I I \I I \cc is co \ i i 362.69' 9"12'38"W Curve Table CURVE DATA ARC LENGTH RADIUS DELTA ANGLE CHORD BEARING CHORD C1 424.56 2370.51' 10°15'42" S86°21'38"E 423.99' C2 272.64' 2557.26 6°0631" S80'04'51 "E 272.51' LEGEND: GOVERNMENT CORNER MONUMENT FOUND A GOVERNMENT CORNER MONUMENT SET 1/2" x 30" REBAR w/BLUE PLASTIC ID CAP #22259 • PARCEL OR LOT CORNER MONUMENT FOUND O SET 1/2" x 30" REBAR w/BLUE PLASTIC ID CAP #22259 () RECORDED AS NOTE: ALL BEARINGS ARE THE RESULT OF G.P.S. OBSERVATIONS. DESCRIPTION LOT 1 LOCATED WITHIN RELEASE PARCEL "D", WATERLOO REGIONAL AIRPORT IN THE SOUTHWEST 1/4 OF SECTION 5, TOWNSHIP 89 NORTH, RANGE 13 WEST OF THE 5th P.M., BLACK HAWK COUNTY, IOWA. MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 5; THENCE, NO -36'45"E 795.20' ALONG THE WEST LINE OF THE SOUTHWEST 1/4 OF SAID SECTION 5; THENCE, S89023'1 5"E 33.00' TO A POINT ON THE EAST RIGHT OF WAY LINE OF LEVERSEE ROAD, SAID POINT ALSO BEING THE POINT OF BEGINNING; THENCE, N0036'45"E 1189.63' ALONG SAID EAST RIGHT OF WAY LINE TO THE NORTHWEST CORNER OF RELEASE PARCEL "D"; THENCE, S89008'07"E 651.72' ALONG THE NORTH LINE OF SAID RELEASE PARCEL "D"; THENCE, S36'1 5'04"E 672.24'; THENCE, S0036'45"W 716.50' TO A POINT ON THE NORTH RIGHT OF WAY LINE OF CHICAGO, CENTRAL & PACIFIC RAILROAD; THENCE, N89°12'38"W 362.69' ALONG SAID NORTH RAILROAD RIGHT OF WAY LINE; THENCE, WESTERLY 424.56' ALONG THE ARC OF A 2370.51' RADIUS CURVE, CONCAVE NORTHERLY, HAVING A CHORD BEARING OF N86021'38"W AND A CHORD DISTANCE OF 423.99' ALONG SAID NORTH RAILROAD RIGHT OF WAY LINE; THENCE, WESTERLY 272.64' ALONG THE ARC OF A 2557.26' RADIUS CURVE, CONCAVE NORTHERLY, HAVING A CHORD BEARING OF N80°04'51 "W AND A CHORD DISTANCE OF 272.51' ALONG SAID NORTH RAILROAD RIGHT OF WAY LINE TO THE POINT OF BEGINNING CONTAINING 27.58 ACRES. SUBJECT TO EASEMENTS AND RESTRICTIONS OF RECORD, IF ANY. DESCRIPTION LOT 2 LOCATED WITHIN PART OF RELEASE PARCEL "D", WATERLOO REGIONAL AIRPORT IN THE SOUTHWEST 1/4 AND THE SOUTHWEST 1/4 OF SECTION 5, TOWNSHIP 89 NORTH, RANGE 13 WEST OF THE 5th P.M., BLACK HAWK COUNTY, IOWA. MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE WEST 1/4 CORNER OF SAID SECTION 5; THENCE, S0036'45"W 206.17ALONG THE WEST LINE OF THE SOUTHWEST 1/4 OF SAID SECTION 5; THENCE, S89023'1 5"E 33.00' TO A POINT ON THE EAST RIGHT OF WAY LINE OF LEVERSEE ROAD, SAID POINT ALSO BEING THE POINT OF BEGINNING; THENCE, S0036'45"W 495.25' ALONG SAID EAST RIGHT OF WAY LINE TO THE NORTHWEST CORNER OF SAID RELEASE PARCEL "D"; THENCE, S89°08'07"E 651.72' ALONG THE NORTH LINE OF SAID RELEASE PARCEL "D"; THENCE, S36015'04"E 672.24'; THENCE, N0036'45"E 1036.46'; THENCE, N89024'52"W 1055.00' TO THE POINT OF BEGINNING CONTAINING 14.54 ACRES. SUBJECT TO EASEMENTS AND RESTRICTIONS OF RECORD, IF ANY. Clapsaddle-Garber Associates, Inc 16 East Main Street Marshal@own, Iowa 50156 Ph 641.7526701 —.cgaconsultants.com DRAWN SHEET NO. CAQ 2 OF 2 DATE PROJECT NO. 11-1-2017 5623.05 �.,,,,„—yw-yI.—W.M.y01a11-1 U01.,-11„11 1111—y -L�l o11 I1-1, 1—plI I 1410 EXHIBIT "B" MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement") is entered into as of N t Zo , 2017, by and among the CITY OF WATERLOO, IOWA ("City"), SDC REAL ESTATE, L.L.C. ("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 Area Development Plan Area; 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 $1,800,000 (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 December 31, 2018. 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, 2029. Nothing herein shall be deemed to waive the Company's rights under Iowa Code § 403.6, as amended, to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall the Company seek or cause the reduction of the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. 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. IN WITNESS WHEREOF, the parties have executed this Minimum Assessment Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA SDC REAL ESTATE, L.L.C. By: a � Quentin M. Hart, Mayor By: Kelley Fel City Clerk STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) On this &'0 day of 2017, before me, a Notary Public in and for the State of Iowa, personally appeared Quentin M. Hart and Kelley Felchle, 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 2 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. STATE OF IOWA COUNTY OF BLACK HAWK Notary Pu lic Subscribed and sworn to before me on 13. 2-60 by Stanley S. Poe as Manager of SDC Real Estate, L.L.C. 8 Notary Public'Ij X 3 NANCY HICBY « « COMMISSION NO.788229 MY C�Oa M_ SS10N EXPIRES �_` STATE OF IOWA COUNTY OF BLACK HAWK Notary Pu lic Subscribed and sworn to before me on 13. 2-60 by Stanley S. Poe as Manager of SDC Real Estate, L.L.C. 8 Notary Public'Ij X 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 One Million Eight Hundred Thousand Dollars ($1,800,000) until termination of this Minimum Assessment Agreement pursuant to the terms hereof. Date STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) r for Black Hawk County, Iowa Subscribed and sworn to before me on by T.J. Koenigsfeld, Assessor for Black Hawk County, Iowa- .* "` • ADRIENNE MILLER r•dk;. 809109 • • ►�; cur�r��s�;Ur; T•:? PIREs -°�" F>RIJARY;;,z.r.., otary Public STATE OF IOWA, Black Hawk County, NOTICE OF PUBLIC HEARING TO WHOM IT MAY CONCERN: Notice is hereby given that on the 20th day of November, 2017, at 5:30 p.m., in the Harold E. Getty Council Chambers, in City Hall in the City of Waterloo; Iowa, a public hearing will be held by the Council of the City of Waterloo, Iowa, the sale and conveyance of city owned property located north of 3040 Leversee Road, in theamount of $1.00, to SDC Real Estate, L.L.C., including a Development, legally described as follows: LOCATED WITHIN RELEASE PARCEL D", WATERLOO REGIONAL AIRPORT IN THE SOUTHWEST 1/4 OF SECTION 5, TOWNSHIP 89 NORTH, RANGE 13 WEST OF THE 5th P.M., BLACK HAWK COUNTY, IOWA. MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID SEC- TION 5; THENCE, NO°36'45"E 795.20' ALONG THE WEST LINE OF THE SOUTHWEST 1/4 OF SAID SECTION 5; THENCE, S89°23'15"E 33.00' TO A POINT ON THE EAST RIGHT OF WAY LINE OF LEVERSEE ROAD, SAID POINT ALSO BEING THE POINT OF BEGINNING; THENCE, NO°36'45"E 1189.63' ALONG SAID EAST RIGHT OF WAY LINE TO THE NORTHWEST I CORNER OF RELEASE PARCEL "D"; THENCE, S89"08'07"E 651.72' ALONG THE NORTH LINE OF SAID RELEASE PARCEL -D"; THENCE, S36°15'04"E 672.24; THENCE, SO°36'45"W 716.50' TO A POINT ON THE NORTH RIGHT OF WAY LINE OF CHICAGO, CENTRAL & PACIFIC RAILROAD; THENCE, N89112'38"W 362.69' ALONG SAID NORTH RAILROAD RIGHT OF WAY LINE; THENCE, WESTERLY 424.56' ALONG THE ARC OF A 2370.51' RADIUS CURVE, CONCAVE NORTHER- LY, HAVING A CHORD BEARING OF N86°21'38'W AND A CHORD DISTANCE OF 423.99' ALONG SAID NORTH RAILROAD RIGHT OF WAY LINE; THENCE, WESTERLY 272.64' ALONG THE ARC OF A 2557.26' RADIUS CURVE, CONCAVE NORTHERLY, HAV- ING A CHORD BEARING OF N80"04'51 "W AND A CHORD DISTANCE OF 272.51` ALONG SAID NORTH RAILROAD RIGHT OF WAY LINE TO THE POINT OF BEGINNING CONTAIN- ING 27.58 ACRES. SUBJECT TO EASEMENTS AND RESTRICTIONS OF RECORD, IF ANY. Anyone who is interested may appear at said time and place and be heard or may file written objection with the City Clerk, City Hall, Waterloo, Iowa, before the date set for said hearing. By order of the Council of the City of Waterloo this 6th day of November, 2017. Kelley Felchle City Clerk I do solemnly swear that the annexed copy of legal City of Waterloo Public Hearing: 3040 Leversee to SDC Real SS Estate Notice was published in the Waterloo -Cedar Falls Courier, a daily newspaper printed in Waterloo, Black Hawk County, Iowa, once commencing on the I Oth day of November, 2017 in the name of said newspaper, and that the annexed rate of advertised is the regular legal rate of said newspaper, and that the following is a correct bill for publishing said notice. Printer's Bill $33.12 Signed Subscribed and sworn to before me this Day of (�MJUTYA.D., 20ti (f) JVJ/ � / Notary Public Received of the sum of Dollars. In full for publication of the above notice. "' •. JOD1 E MCKINSTRY COMMIS 101Y Iti .7 X493 ' M7C0 I g Prepared by LeAnn M. Even, Deputy City Clerk, City of Waterloo, 715 Mulberry Street, Waterloo, IA 50703, (319) 291-4323. RESOLUTION NO. 2017-950 RESOLUTION AUTHORIZING SALE AND CONVEYANCE OF CITY OWNED PROPERTY GENERALLY LOCATED NORTH OF 3040 LEVERSEE ROAD IN THE AMOUNT OF $1.00, TO SDC REAL ESTATE, LLC, AND AUTHORIZE THE MAYOR AND CITY CLERK TO EXECUTE SAID DOCUMENTS. WHEREAS, the City of Waterloo is the owner of property generally located north of 3040 Leversee Road in the City of Waterloo, Iowa, and legally describe below as: LOT 1 LOCATED WITHIN RELEASE PARCEL "D", WATERLOO REGIONAL AIRPORT IN THE SOUTHWEST 1/4 OF SECTION 5, TOWNSHIP 89 NORTH, RANGE 13 WEST OF THE 5TH P.M., BLACK HAWK COUNTY, IOWA. MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 5; THENCE, NO°36'45"E 795.20' ALONG THE WEST LINE OF THE SOUTHWEST 1/4 OF SAID SECTION 5; THENCE, S89°23'15"E 33.00' TO A POINT ON THE EAST RIGHT OF WAY LINE OF LEVERSEE ROAD, SAID POINT ALSO BEING THE POINT OF BEGINNING; THENCE, NO°36'45"E 1189.63' ALONG SAID EAST RIGHT OF WAY LINE TO THE NORTHWEST CORNER OF RELEASE PARCEL "D"; THENCE, S89°08'07"E 651.72' ALONG THE NORTH LINE OF SAID RELEASE PARCEL "D"; THENCE, S36°15'04"E 672.24'; THENCE, SO°36'45"W 716.50' TO A POINT ON THE NORTH RIGHT OF WAY LINE OF CHICAGO, CENTRAL & PACIFIC RAILROAD; THENCE, N89012'38"W 362.69' ALONG SAID NORTH RAILROAD RIGHT OF WAY LINE; THENCE, WESTERLY 424.56' ALONG THE ARC OF A 2370.51' RADIUS CURVE, CONCAVE NORTHERLY, HAVING A CHORD BEARING OF N86021'38"W AND A CHORD DISTANCE OF 423.99' ALONG SAID NORTH RAILROAD RIGHT OF WAY LINE; THENCE, WESTERLY 272.64' ALONG THE ARC OF A 2557.26' RADIUS CURVE, CONCAVE NORTHERLY, HAVING A CHORD BEARING OF N80°04'51 "W AND A CHORD DISTANCE OF 272.51' ALONG SAID NORTH RAILROAD RIGHT OF WAY LINE TO THE POINT OF BEGINNING CONTAINING 27.58 ACRES And, WHEREAS, an offer to purchase said property, in the amount of $1.00, has been made by SDC Real Estate, LLC, and WHEREAS, a public hearing was held on November 20, 2017 at 5:30 p.m. in the Harold E. Getty Council Chambers, City Hall, Waterloo, Iowa, as provided by law, by the Council of the City of Waterloo, Iowa, on the proposal to sell and convey city owned property generally located north of 3040 Leversee Road, to SDC Real Estate, LLC, and WHEREAS, it is the opinion of this council that said sale and conveyance should be made as proposed. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF Resolution 2017-950 Page 2 WATERLOO, IOWA, AS FOLLOWS: 1. The property generally located north of 3040 Leversee Road, as fully described in the published notice in the Waterloo Courier on November 10, 2017, is not presently needed, nor will be needed in the foreseeable future for municipal purposes, and its ownership is serving no municipal purpose. 2. That the offer of SDC Real Estate, LLC to purchase property for the sum of $1.00 is hereby accepted, for the real property as previously described. 3. That the City of Waterloo, Iowa conveys said parcel of real property described above to SDC Real Estate, LLC by quit claim deed. 4. That the Mayor and City Clerk are authorized and directed to execute said quit claim deed. 5. That the originals of said quit claim deed, fully executed and acknowledged, is hereby approved and confirmed by this Council. 6. That the City Attorney is authorized and directed to deliver said quit claim deed to SDC Real Estate, LLC upon receipt of $1.00. PASSED AND ADOPTED this 20th day of November 2017. ATTEST: +VIA/1 qA111- LeA M. E en, CMC, IaCMC Deputy City Clerk Ron Welper, Mayor Pro Tem CERTIFICATE I, LeAnn M. Even Deputy City Clerk of the City of Waterloo, Iowa, do hereby certify that the preceding is a true and complete copy of Resolution 2017-950, as passed and adopted by the Council of the City of Waterloo, Iowa, on the 20th day of November 2017. Witness my hand and seal of office this 20th day of November 2017. �Np VY ) , LeAnn . EvenCMC, IaCMC Deputy City Cler, Prepared by LeAnn M. Even, Deputy City Clerk, City of Waterloo, 715 Mulberry Street, Waterloo, IA 50703, (319) 291-4323. RESOLUTION NO. 2017-951 RESOLUTION APPROVING A DEVELOPMENT AGREEMENT WITH SDC REAL ESTATE, LLC, AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE SAID AGREEMENT. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, IOWA, the Development Agreement dated November 20, 2017, between SDC Real Estate, LLC and the City of Waterloo, Iowa, for the development of property located north of 3040 Leversee Road is hereby approved, and the Mayor and City Clerk are authorized and directed to execute said agreement on behalf of the City of Waterloo, Iowa. PASSED AND ADOPTED this 201h day of November 2017. ATTEST: ,NaA/i.qA/.. LeA M. E n, CMC, IaCMC Deputy City Clerk X Ron Welper, Mayor Pro Tem CERTIFICATE I, LeAnn M. Even, Deputy City Clerk of the City of Waterloo, Iowa, do hereby certify that the preceding is a true and complete copy of Resolution 2017-951, as passed and adopted by the Council of the City of Waterloo, Iowa, on the 20th day of November 2017. zn 1' r- LeA M. Eve CMC, IaCMC Deput City Clerk