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HomeMy WebLinkAboutKoelker Properties, LLC (RECORDED)MINIM II II 11 111111111111011110111111101110111011 Doc ID. 009544920018 Type GEN Recorded: 05/16/2019 at 04:23:12 PM Fee Amt: $92.00 Page 1 of 18 Black Hawk County Iowa SANDIE L. SMITH RECORDER F11e2019-0001101 1 4L C;OriA COC. - Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50704 Phone (319) 234-5701 DEVELOPMENT AGREEMENT — Phased Development This Development Agreement (the "Agreement") is entered into as of , 2019, by and between Koelker 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, 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 East Waterloo Unified Urban Renewal and Redevelopment Plan Area, formerly known as the Airport Area Development Plan area, 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"). The parties acknowledge that a portion of the Property is excess road right-of-way that has yet to be vacated and that City will not convey title to the vacated right-of-way until the vacation process has been completed. In addition, a portion of such right-of-way must be handled under the processes required by Iowa Code § 306.22 et seq. The parties also acknowledge that the easterly 80 feet, more or less, of the Property must be acquired 02) Ig by City from the current owner. The City agrees, at its own cost, to act with appropriate diligence to undertake all necessary actions and required processes to assemble the Property. Conveyance, whether of the whole Property or a lesser part thereof, shall be by quit claim deed, free and clear of all encumbrances arising by or through City except: (a) easements, servitudes, conditions and restrictions of record; (b) general utility and right-of-way easements serving the Property; and (c) 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. 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. City shall provide any title documents it has in its possession, including any abstracts, to assist in title review. 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 without further obligation and return the abstract of title to City. 2. Phased Development. The parties contemplate that Company will develop the Property in phases, each of which is generally described as follows, although more detailed plans for each phase will be developed at one or more future dates: A. Phase 1. A commercial building of approximately 12,300 square feet. B. Phase 2. A commercial building or addition of 10,000 square feet. C. Phase 3. A commercial building or addition of 6,250 square feet. For each phase, City may require that Company submit specific building designs and site plans for City review and approval. Improvements to the Property completed within the schedule established by Section 4 below will be eligible for the benefits provided for in this Agreement, and any Phase of the Improvements not completed within the prescribed period will not be eligible for said benefits. 3. Improvements by Company. Company shall construct on the Property the improvements described in Section 2 above and also related parking, landscaping, and other improvements to the buildings and grounds (collectively, the "Improvements"). Parking for each phase of Improvements shall meet City's minimum requirements based on building use, occupancy, and future intended development on the Property. 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". 2 4. Timeliness of Conveyance and 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. A. Deadlines to commence and complete. Company must obtain a building permit and begin construction on Phase 1 Improvements within three (3) months after the date of this Agreement (the "Phase 1 Start Date") and must complete construction by December 31, 2019 (the "Phase 1 Completion Deadline"). If Company desires to undertake the Phase 2 Improvements and Phase 3 Improvements, it must complete construction of same within five (5) years of the date of this Agreement (the "Additional Phases Completion Deadline") in order to qualify for the tax rebates set forth in Section 9 with respect to each of such additional phases. For any phase, completion of construction shall be evidenced by issuance of an occupancy permit. B. Events triggering reverter of title. If, by the Project Start Date, Company has not in good faith begun construction of the Improvements upon the Property, then the City may terminate this Agreement following Company's failure to begin construction within thirty (30) days following written notice of default from City. If development has commenced by the Phase 1 Start Date or within any agreed period of extension 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 Phase 1 Completion Deadline 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 City may terminate this Agreement following Company's failure to diligently undertake construction within thirty (30) days following written notice of default from City. If at any time Company fails to diligently undertake construction and other activities necessary for completion of the Phase 1 Project, then City may terminate this Agreement following Company's failure to resume and diligently carry on construction within thirty (30) days following written notice of default from City. 5. 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. Concurrently with delivery of the deed, Company shall also deliver to City the abstract of title. 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 3 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. 6. 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. 7. Utilities. Company will be responsible for extending water, sewer, telephone, telecommunications, electricity, gas and other utility services 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 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 $510,000.00 (the "Phase I 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. In connection with construction of Phase 2 Improvements and Phase 3 Improvements, the parties will execute and record separate amendments to the minimum assessment agreement for 4 the purpose of increasing the Minimum Actual Value to an amount that reflects the value added by each of Phase 2 Improvements and Phase 3 Improvements. 9. Phase 2 and Phase 3 Tax Rebates. Provided that Company has completed the Phase 2 Improvements and the Phase 3 Improvements as set forth in this Agreement before the Additional Phases Completion Deadline and has executed an amendment to the Minimum Assessment Agreement as set forth in Section 8 above, City agrees to rebate property tax (with the exceptions noted below) as follows: Year One through Year Five 50% rebate each year (a) with respect to Phase 2 Improvements, for any taxable value over the starting Minimum Actual Value of $510,000.00, and (b) with respect to Phase 3 Improvements, for any taxable value over the Minimum Actual Value of Phase 1 and Phase 2 Improvements. 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 Phase 2 Improvements and the Phase 3 Improvements, as applicable, 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 applicable phase Improvements due to partial completion of such Improvements or a partial tax year. 10. 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. 11. Representations and Warranties of Company. Company hereby represents and warrants as follows: 5 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. 12. 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 5% per annum commencing with the date of demand for payment, if said payment is not remitted to City within 30 days. 13. 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. 14. 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. 6 15. 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, att X0 �S off � ��c, 6964b facsimile number _ \,iic , Attention: _ Yvatv 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. 16. 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. 17. 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. 18. Severability; Reformation. 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. 19. 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 7 shall in no way be construed as limiting, extending, or describing either the scope or intent of this Agreement or of any provisions hereof. 20. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 21. 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. 22. 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. 23. 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] 8 CITY OF WATERLOO, IOWA By: Quentin M. Hart, Mayor Attest: Kelley Fe e, City Clerk KOELKER PROPERTIES, LLC By: 7‘ Title: PERSONAL GUARANTY. The undersigned members and/or managers 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, if any. Liability of guarantors hereunder is joint and several. Ronald L. oelker 9 EXHIBIT "A" Legal Description of Property Parcel "E" per Plat of Survey recorded as Doc. No. 2016-11511, being a part of the Southeast Quarter (SE 1/4) of Section No. 5, Township No. 89 North, Range No. 13 West of the 5th P.M., City of Waterloo, Black Hawk County, Iowa, except Parcel "G" thereof per Plat of Survey filed as Doc. No. 2019-09618. [main parcel] and Tract "A" and Tract "B" per Plat of Survey recorded as Doc. No. 2019-09617, being a part of the Southeast Quarter (SE 1/4) of Section No. 5, Township No. 89 North, Range No. 13 West of the 5th P.M., City of Waterloo, Black Hawk County, Iowa. [ROW to be vacated] and Tract "E" and Tract "F" per Plat of Survey recorded as Doc. No. 2019-12692, being a part of the Southeast Quarter (SE 1/4) of Section No. 5, Township No. 89 North, Range No. 13 West of the 5th P.M., City of Waterloo, Black Hawk County, Iowa. [ROW to be vacated] and Parcel "H" per Plat of Survey recorded as Doc. No. 2019-12691, being a part of the Southeast Quarter (SE 1/4) of Section No. 5, Township No. 89 North, Range No. 13 West of the 5th P.M., City of Waterloo, Black Hawk County, Iowa. [80 -foot parcel] EXHIBIT "B" MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement") is entered into as of _, 2019, by and among the CITY OF WATERLOO, IOWA ("City"), KOELKER ROPERTIES, 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 East Waterloo Unified Urban Renewal and Redevelopment Plan Area, formerly known as 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 $510,000.00 (the "Minimum Actual Value") until termination of this Agreement. The parties hereto agree that construction of the Improvements (as defined in the Development Agreement) will be substantially completed on or before December 31, 2019. The parties contemplate a later amendment to this Agreement that increases the Minimum Actual Value in connection with additional planned improvements. 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, 2030. 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 KOELKER PROPERTIES, LLC By: By: Quentin M. Hart, Mayor Kelley Felchl STATE OF IOWA City Clerk ) ss. COUNTY OF BLACK HAWK By: Title: On this _ day of , 2019, 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 2 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. a.�A s _ �` g'{ " LeAnn M. Even Commission Number 731693 My Commission Expires: 1- D3- oi_q STATE OF IOWA COUNTY OF BLACK HAWK ubscribed and sworn to before Notary'ublic ) ss. CiV•.\6f l_c.0 as Properties, LLC. / PEGGY A. MORRIS 1 Notarial Seal - Iowa 1 Commission No. 210201 My Commission Exoi$es (3-2(•2. 1� , 2019, by i tt� of Koelker 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 Five Hundred Ten Thousand Dollars ($510,000.00) until termination of this Minimum Assessment Agreement pursuant to the terms hereof. STATE OF IOWA ) ss. COUNTY OF BLACK HAWK Subscribed and sworn to before me on Koenigsfeld, Assessor for Black Hawk County, Iowa. r for Black Hawk County, Iowa r- i Date elal , by T.J. ry Public TARA JOHNSON Commission Number 767467 My Commission Expires April 5, 2020 TATE OF IOWA, } Black Hawk County, SS NOTICE OF PUBLIC HEARING TO WHOM IT MAY CONCERN: Notice is hereby given that on the 6th day of May, 2019, 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, to authorize the sale and conveyance of property located west of 3070 West Airline Highway, to Koelker Properties, LLC, in the amount of $1.00, and to approve a Development Agreement and .Minimum Assessment Agreement for the development of three (3) industrial buildings within five (5) years, legally described as follows: Parcel "E" per Plat of Survey recorded as Doc. No. 2016-11511, being a part of the Southeast Quarter (SE YA) of Seddon No. 5, Township No. 89 North, Range No. 13 West of the 5th P.M., City of Waterloo, Black Hawk Gourtty, Iowa, except Parcel "G" thereof per, t_ of Survey filed as Doc. No. 2019-01 18. [main parcel] and Tract "A" and Tract "B" per Plat of Survey recorded as Doc. No. 2019-09617, being a part of the Southeast Quarter (SE '/A) of Section No. 5, Township No. 89 North, Range No. 13 West of the 5thP.M., City of Waterloo, Black Hawk County, Iowa. [ROW to be vacated] and Tract "E" and Tract "F" per Plat of Survey recorded as Doc., No. 201,9-12692, being a part of the Southeast Quarter(SE YA) of Section No. 5, Township No. 89 North, Range No. 13 West of the 5thP.M., City of Waterloo, Black Hawk County, Iowa. [ROW to be vacated] and Parcel "H" per Plat of Survey recorded as Doc. No. 2019-12691, being a part of the Southeast Quarter (SE Y) of Section No. 5, Township No. 89 North, Range No. 13 West of the 5th P.M., City of Waterloo, Black Hawk County, Iowa. [80 -foot parcel] Anyone who is interested may appear at said time and place and be hear; 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 22nd day of April, 2019. Kelley Felchle City Clerk I do solemnly swear that the annexed copy of legal City of Waterloo Public Hearing: Sale and Conveyance Agreement to Koelker Properties Notice was published in the Waterloo -Cedar Falls Courier, a daily newspaper printed in Waterloo, Black Hawk County, Iowa, once commencing on the 26th day of April, 2019 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 $27.52 1V000 - Signed Subscribed and sworn to before me this 3c.) Day of f-t� A.D., 20 L4 -1 - Received of Notary Public the sum of Dollars. In full for publication of the above notice. Prepared LeAnn M. Even Deputy City Clerk, City of Waterloo, 715 Mulberry Street, Waterloo, IA 50703, (319) 291-4323. RESOLUTION NO. 2019-313 RESOLUTION AUTHORIZING THE SALE AND CONVEYANCE OF A PORTION OF CITY OWNED PROPERTY GENERALLY LOCATED WEST OF 3070 W AIRLINE HIGHWAY, TO KOELKER PROPERTIES, LLC, IN THE AMOUNT OF $1.00, AND AUTHORIZE THE MAYOR AND CITY CLERK TO EXECUTE SAID DOCUMENTS. WHEREAS, the City of Waterloo, Iowa is the owner of real property in the City of Waterloo, Iowa, as described below, and WHEREAS, an offer to purchase said certain parcel of real property has been made by Koelker Properties, LLC in the amount of $1.00, and WHEREAS, a public hearing was held on May 6, 2019 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 premises owned by the City of Waterloo, Iowa, to Koelker Properties, LLC, and WHEREAS, it is the opinion of this Council that the sale and conveyance should be made as proposed. NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE COUNCIL OF THE CITY OF WATERLOO, IOWA, AS FOLLOWS: 1. The following described real property, as fully described in the published notice in the Waterloo Courier on April 26, 2019, is not presently needed and will not be needed in the foreseeable future for municipal purposes and its ownership is serving no municipal purpose, and 2. That the offer of Koelker Properties, LLC, to purchase real property for the sum of $1.00, is hereby accepted for real property described as follows: PARCEL "E" PER PLAT OF SURVEY RECORDED AS DOC. NO. 2016- 11511, BEING A PART OF THE SOUTHEAST QUARTER (SE 1/4) OF SECTION NO. 5, TOWNSHIP NO. 89 NORTH, RANGE NO. 13 WEST OF THE 5TH P.M., CITY OF WATERLOO, BLACK HAWK COUNTY, IOWA, EXCEPT PARCEL "G" THEREOF PER PLAT OF SURVEY FILED AS DOC. NO. 2019-09618. [MAIN PARCEL] AND TRACE' "A" AND TRACT "B" PER PLAT OF SURVEY RECORDED AS DOC. NO. 2019-09617, BEING A PART OF THE SOUTHEAST QUARTER (SE 1/4) OF SECTION NO. 5, TOWNSHIP NO. 89 NORTH, RANGE NO. 13 WEST OF THE 5TH P.M., CITY OF WATERLOO, BLACK HAWK COUNTY, IOWA. [ROW TO BE VACATED] AND TRACT "E" AND TRACT "F" PER PLAT OF SURVEY RECORDED AS DOC. NO. 2019-12692, BEING A PART OF THE SOUTHEAST QUARTER Resolution 2019-313 Page 2 (SE 1/4) OF SECTION NO. 5, TOWNSHIP NO. 89 NORTH, RANGE NO. 13 WEST OF THE 5TH P.M., CITY OF WATERLOO, BLACK HAWK COUNTY, IOWA. [ROW TO BE VACATED] AND PARCEL "H" PER PLAT OF SURVEY RECORDED AS DOC. NO. 2019- 12691, BEING A PART OF THE SOUTHEAST QUARTER (SE 1/4) OF SECTION NO. 5, TOWNSHIP NO. 89 NORTH, RANGE NO. 13 WEST OF THE 5TH P.M., CITY OF WATERLOO, BLACK HAWK COUNTY, IOWA. [80 -FOOT PARCEL] 3. That the City of Waterloo, Iowa conveys said parcel of real property to Koelker Properties, LLC by quit claim deed. 4. That the Mayor and City Clerk are authorized and directed to execute said deed. 5. That the original of said quit claim deed fully executed and acknowledged is hereby approved and confirmed by this Council. 6. That the Community Planning and Development Director is authorized and directed to deliver said deed of conveyance to Koelker Properties, LLC upon receipt in the sum of $1.00. PASSED AND ADOPTED this 6th day of May 2019. Kelley Felc City Clerk Quentin Hart, Mayor CERTIFICATE I, Kelley Felchle, City Clerk of the City of Waterloo, Iowa, do hereby certify that the preceding is a true and complete copy of Resolution No. 2019-313 as passed and adopted by the City Council of the City of Waterloo, Iowa, on the 6th day of May 2019. Witness my hand and seal of office this 6th day of May 2019. Kelley Felchle City Clerk Prepared LeAnn M. Even, Deputy City Clerk, City of Waterloo, 715 Mulberry Street, Waterloo, IA 50703, (319) 291-4323. RESOLUTION NO. 2019-314 RESOLUTION APPROVING A DEVELOPMENT AGREEMENT WITH KOELKER PROPERTIES, LLC, FOR THE CONSTRUCTION OF THREE (3) INDUSTRIAL BUILDINGS WITHIN FIVE (5) YEARS WITH AN ESTIMATED NEW TAXABLE VALUE OF $510,000 FOR PHASE I, WITH FIVE (5) YEARS AT 50% TAX REBATES FOR PHASE II AND PHASE III, AND AUTHORIZE THE MAYOR AND CITY CLERK TO EXECUTE SAID DOCUMENTS. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, IOWA that the Development Agreement dated May 6, 2019, with Koelker Properties, LLC for the construction of three (3) industrial buildings within five (5) years with an estimated new taxable value of $510,000 for Phase I, with five (5) years at 50% tax rebates for Phase II and Phase III, is hereby approved and the Mayor and City Clerk are authorized and directed to execute said documents on behalf of the City of Waterloo, Iowa. ASSED AND ADOPTED this 6th day of May 2019. Kelley Felchl City Clerk Quentin Hart, Mayor CERTIFICATE I, Kelley Felchle, City Clerk of the City of Waterloo, Iowa, do hereby certify that the preceding is a true and complete copy of Resolution No. 2019-314 as passed and adopted by the City Council of the City of Waterloo, Iowa, on the 6th day of May 2019. Witness my hand and seal of office this 6th day of May 2019. Kelley Fele City Clerk Please return this copy to: City Clerk & Finance Dept. 715 Mulberry St. Waterloo, IA 50703 Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50704 Phone (319) 234-5701 DEVELOPMENT AGREEMENT — Phased Development This Development Agreement (the "Agreement") is entered into as of .t to , 2019, by and between Koelker Properties, LLC (the "Company") and the City odf 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 East Waterloo Unified Urban Renewal and Redevelopment Plan Area, formerly known as the Airport Area Development Plan area, 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"). The parties acknowledge that a portion of the Property is excess road right-of-way that has yet to be vacated and that City will not convey title to the vacated right-of-way until the vacation process has been completed. In addition, a portion of such right-of-way must be handled under the processes required by Iowa Code § 306.22 et seq. The parties also acknowledge that the easterly 80 feet, more or less, of the Property must be acquired by City from the current owner. The City agrees, at its own cost, to act with appropriate diligence to undertake all necessary actions and required processes to assemble the Property. Conveyance, whether of the whole Property or a lesser part thereof, shall be by quit claim deed, free and clear of all encumbrances arising by or through City except: (a) easements, servitudes, conditions and restrictions of record; (b) general utility and right-of-way easements serving the Property; and (c) 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. 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. City shall provide any title documents it has in its possession, including any abstracts, to assist in title review. 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 without further obligation and return the abstract of title to City. 2. Phased Development. The parties contemplate that Company will develop the Property in phases, each of which is generally described as follows, although more detailed plans for each phase will be developed at one or more future dates: A. Phase 1. A commercial building of approximately 12,300 square feet. B. C. Phase 2. A commercial building or addition of 10,000 square feet. Phase 3. A commercial building or addition of 6,250 square feet. For each phase, City may require that Company submit specific building designs and site plans for City review and approval. Improvements to the Property completed within the schedule established by Section 4 below will be eligible for the benefits provided for in this Agreement, and any Phase of the Improvements not completed within the prescribed period will not be eligible for said benefits. 3. Improvements by Company. Company shall construct on the Property the improvements described in Section 2 above and also related parking, landscaping, and other improvements to the buildings and grounds (collectively, the "Improvements"). Parking for each phase of Improvements shall meet City's minimum requirements based on building use, occupancy, and future intended development on the Property. 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". 2 4. Timeliness of Conveyance and 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. A. Deadlines to commence and complete. Company must obtain a building permit and begin construction on Phase 1 Improvements within three (3) months after the date of this Agreement (the "Phase 1 Start Date") and must complete construction by December 31, 2019 (the "Phase 1 Completion Deadline"). If Company desires to undertake the Phase 2 Improvements and Phase 3 Improvements, it must complete construction of same within five (5) years of the date of this Agreement (the "Additional Phases Completion Deadline") in order to qualify for the tax rebates set forth in Section 9 with respect to each of such additional phases. For any phase, completion of construction shall be evidenced by issuance of an occupancy permit. B. Events triggering reverter of title. If, by the Project Start Date, Company has not in good faith begun construction of the Improvements upon the Property, then the City may terminate this Agreement following Company's failure to begin construction within thirty (30) days following written notice of default from City. If development has commenced by the Phase 1 Start Date or within any agreed period of extension 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 Phase 1 Completion Deadline 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 City may terminate this Agreement following Company's failure to diligently undertake construction within thirty (30) days following written notice of default from City. If at any time Company fails to diligently undertake construction and other activities necessary for completion of the Phase 1 Project, then City may terminate this Agreement following Company's failure to resume and diligently carry on construction within thirty (30) days following written notice of default from City. 5. 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. Concurrently with delivery of the deed, Company shall also deliver to City the abstract of title. 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 3 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. 6. 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. 7. Utilities. Company will be responsible for extending water, sewer, telephone, telecommunications, electricity, gas and other utility services 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 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 $510,000.00 (the "Phase I Minimum Actual Value"), through: either; (i) willful destruction of the Property, the 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 said attached Exhibit "B" at the closing. In connection with construction of Phase 2 Improvements and Phase 3 Improvements, the parties will execute and record separate amendments to the minimum assessment agreement for 4 the purpose of increasing the Minimum Actual Value to an amount that reflects the value added by each of Phase 2 Improvements and Phase 3 Improvements. 9. Phase 2 and Phase 3 Tax Rebates. Provided that Company has completed the Phase 2 Improvements and the Phase 3 Improvements as set forth in this Agreement before the Additional Phases Completion Deadline and has executed an amendment to the Minimum Assessment Agreement as set forth in Section 8 above, City agrees to rebate property tax (with the exceptions noted below) as follows: Year One through Year Five 50% rebate each year (a) with respect to Phase 2 Improvements, for any taxable value over the starting Minimum Actual Value of $510,000.00, and (b) with respect to Phase 3 Improvements, for any taxable value over the Minimum Actual Value of Phase 1 and Phase 2 Improvements. 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 Phase 2 Improvements and the Phase 3 Improvements, as applicable, 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 applicable phase Improvements due to partial completion of such Improvements or a partial tax year. 10. 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. 11. Representations and Warranties of Company. Company hereby represents and warrants as follows: 5 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. 12. 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 5% per annum commencing with the date of demand for payment, if said payment is not remitted to City within 30 days. 13. 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. 14. 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. 6 15. 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 \3561 SharCxwrk.,\exs�nU{,,-��.oyb facsimile number 1‘] , Attention: "-?m1.1\ V.rte,\4..6v 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. 16. 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. 17. 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. 18. Severability; Reformation. 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. 19. 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 7 shall in no way be construed as limiting, extending, or describing either the scope or intent of this Agreement or of any provisions hereof. 20. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 21. 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. 22. 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. 23. 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] 8 CITY OF WATERLOO, IOWA KOELKER PROPERTIES, LLC By: n , %_— Quentin M. Hart, Mayor Attest: Kelley F e, City Clerk By: Title: si PERSONAL GUARANTY. The undersigned members and/or managers 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, if any. Liability of guarantors hereunder is joint and several. Ronald L Koelker 9 EXHIBIT "A" Legal Description of Property Parcel "E" per Plat of Survey recorded as Doc. No. 2016-11511, being a part of the Southeast Quarter (SE 1/4) of Section No. 5, Township No. 89 North, Range No. 13 West of the 5th P.M., City of Waterloo, Black Hawk County, Iowa, except Parcel "G" thereof per Plat of Survey filed as Doc. No. 2019-09618. [main parcel] and Tract "A" and Tract "B" per Plat of Survey recorded as Doc. No. 2019-09617, being a part of the Southeast Quarter (SE 1/4) of Section No. 5, Township No. 89 North, Range No. 13 West of the 5th P.M., City of Waterloo, Black Hawk County, Iowa. [ROW to be vacated] and Tract "E" and Tract "F" per Plat of Survey recorded as Doc. No. 2019-12692, being a part of the Southeast Quarter (SE 1/4) of Section No. 5, Township No. 89 North, Range No. 13 West of the 5th P.M., City of Waterloo, Black Hawk County, Iowa. [ROW to be vacated] and Parcel "H" per Plat of Survey recorded as Doc. No. 2019-12691, being a part of the Southeast Quarter (SE 1/4) of Section No. 5, Township No. 89 North, Range No. 13 West of the 5th P.M., City of Waterloo, Black Hawk County, Iowa. X80 -foot parcel] EXHIBIT "B" MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement") is entered into as of , 2019, by and among the CITY OF WATERLOO, IOWA ("City"), KOELKEIPROPERTIES, 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 East Waterloo Unified Urban Renewal and Redevelopment Plan Area, formerly known as 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 $510,000.00 (the "Minimum Actual Value") until termination of this Agreement. The parties hereto agree that construction of the Improvements (as defined in the Development Agreement) will be substantially completed on or before December 31, 2019. The parties contemplate a later amendment to this Agreement that increases the Minimum Actual Value in connection with additional planned improvements. 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, 2030. 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 By: By: Quentin M. Hart, Mayor Kelley Felc ,j•, City Clerk STATE OF IOWA ) ss. COUNTY OF BLACK HAWK KOELKER PROPERTIES, LLC By: Title: /moi On this _ day of i , 2019, before me, a Notary Public in and for the State of Iowa, personally .. ared 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 2 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. LeAnn M. Even �' s� Commission Number 731693 Q My Commission . ires: STATE OF IOWA COUNTY OF BLACK HAWK ubscribed and sworn to before yt. , 2019, by OV\.IC-i(air as z Notar Public ) ss. Properties, LLC. PEGGY A. MORRIS Notarial Seat - aovva Commission No. 210201 Wiry com ss 8-2(y- Z‘ C Vt of Koelker 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 Five Hundred Ten Thousand Dollars ($510,000.00) until termination of this Minimum Assessment Agreement pursuant to the terms hereof. STATE OF IOWA ) ss. COUNTY OF BLACK HAWK ssor for Black Hawk County, Iowa D ate Subscribed and sworn to before me on 6- 9- 9 Koenigsfeld, Assessor for Black Hawk County, Iowa. , by T.J. 0 •z TARAJOHNSON '^ Commission Number 767467 :::: . MY m" is6sii�on res