HomeMy WebLinkAboutA&T Trucking, LLC - Development and Minimum Assessment Agmnt - 9.8.2020 2
Preparer: Christopher S.Wendland, P.O. Box 596, Waterloo, Iowa 50704 (319) 234-5701
After recording, return to Community Planning&Development, 715 Mulberry Street, Waterloo, IA 50703.
DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is entered into as of
2020, by and between A & T Trucking LLC ("Company"), and the
City of Waterloo, Iowa ("City').
RECITALS
A. In furtherance of the objectives of Chapter 403 of the Code of Iowa, 2015,
as amended (the "Urban Renewal Act'), City is engaged in carrying out
urban renewal project activities in an area known as the Northeast
Industrial Area Urban Renewal and Redevelopment Plan Area ("Urban
Renewal Area").
B. Company is willing and able to finance and construct a building and
related improvements on property located in the Urban Renewal Area.
C. 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. City believes
that the development of the Property (defined below) is in the vital and
best interests of the City and in accordance with the public purposes and
provisions of the applicable State and local laws and requirements under
which the project has been undertaken and is being assisted.
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 to
Company for the sum of $1.00 (the "Purchase Price") the real property described on
Exhibit "A" attached hereto (the "Property').
Cel7) i-1
Conveyance 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) 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. City 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 review.
2. Improvements by Company. Company shall construct on the Property a
trucking facility of no less than 4,350 square feet with parking area capacity for
approximately 30 trucks, and related parking, landscaping, and other improvements to
the buildings and grounds (collectively, the "Improvements"). The Improvements shall
be constructed in accordance with the terms of this Agreement, the Urban Renewal
Plan, all applicable City, state, and federal building codes and shall comply with all
applicable City ordinances and other applicable law. Parking shall meet City's minimum
requirements based on building use, occupancy, and future intended development on
the Property. Company shall submit specific building designs and site plans for City
review and approval, as provided in Section 4 below. Company will use its best efforts
to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and
approvals, and will meet, in a timely manner, all requirements of all applicable local,
state, and federal laws and regulations which must be obtained or met before the
Improvements may be lawfully constructed. The Property, the Improvements, and all
site preparation and development-related work to make the Property usable for
Company's purposes as contemplated by this Agreement are collectively referred to as
the "Project".
3. Timeliness of Construction; Possibility of Reverter. The parties agree
that Company's commitment to cause the Project to be undertaken and to construct the
Improvements in a timely manner constitutes a material inducement for the City to
extend the development incentives provided for in this Agreement, including but not
limited to its commitment to convey the Property to Company, and that without said
commitment City would not have done so. Subject to Unavoidable Delays (defined
below), Company must obtain a building permit and begin construction of the
Improvements within six (6) months from the date of this Agreement (the "Project Start
Date"), and construction of Improvements must be Substantially Completed within
twelve (12) months after commencement (the "Project Completion Date"). For purposes
of this Agreement, "Substantially Completed" means the date on which the
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Improvements have been completed to the extent necessary for the City to issue a
certificate of occupancy relating thereto.
If Company has not begun construction of the Improvements before the
Project Start Date, City may terminate this Agreement as set forth in Section 15, title to
the Property shall revert to City, and City shall have no further obligation hereunder. 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, grant an extension of
the Project Completion Date. If construction has commenced within the required period
or any extended period and is stopped and/or delayed as a result of an act of God, war,
civil disturbance, court order, labor dispute, fire, or other cause beyond the reasonable
control of Company (each of the foregoing is an "Unavoidable Delay"), then time lost as
a result of Unavoidable Delays shall be added to extend the Project Completion Date by
a number of days equal to the number of days lost as a result of Unavoidable Delays,
and thereafter if construction is not completed within the allowed period of extension,
City may terminate this Agreement as set forth in Section 15, title to the Property shall
revert to City, and City shall have no further obligation hereunder.
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 after 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, cost, expense, liability or
injury made, suffered, or incurred as a result of or in connection with the Project, or
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. 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.
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6. Minimum Assessment Agreement. Company acknowledges and
agrees that it will pay when due all taxes and assessments, general or special, and all
other lawful charges whatsoever levied upon or assessed or placed against the
Property. Company further agrees that, prior to the date set forth in Section 2 of the
Minimum Assessment Agreement (the "MAA") attached hereto as Exhibit "B", it will not
seek or cause a reduction in the assessed valuation for the Property as improved
pursuant to this Agreement, which shall be fixed for assessment purposes, below the
aggregate amount of $600,000.00 ("Minimum Actual Value"), through:
(i) willful destruction of the Property (other than any demolition that
may be authorized herein), 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 and deliver the MAA to City concurrently with execution and
delivery of this Agreement.
7. 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.
8. 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.
9. Additional Covenants of Company. In addition to the other promises,
covenants and agreements of Company as provided elsewhere in this Agreement,
Company agrees as follows:
A. Company agrees during construction of the Improvements and
thereafter until the MAA termination date to maintain, as applicable, builder's risk,
property damage, and liability insurance coverages with respect to the
Improvements in such amounts as are customarily carried by like organizations
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engaged in activities of comparable size and liability exposure, and shall provide
evidence of such coverages to the City upon request.
B. Until Substantial Completion of the Improvements, Company shall
make such reports to City, in such detail and at such times as may be reasonably
requested by City, as to the actual progress of Company with respect to
construction of the Improvements.
C. The Property will have a taxable value as set forth in the MAA, and
Company agrees that the minimum actual value of the Property and completed
Improvements as stated in the MAA will be a reasonable estimate of the actual
value of the Property and Improvements for ad valorem property tax purposes.
Company agrees that it will spend enough in construction of the Improvements
that, when combined with the value of the Property and related site improvements,
will equal or exceed the assessor's minimum actual value for the Property and
Improvements as set forth in the MAA.
D. Until termination of the MAA, Company will maintain, preserve and
keep the Property, including but not limited to the Improvements, in good repair
and working order, ordinary wear and tear excepted, and from time to time will
make all necessary repairs, replacements, renewals and additions.
E. Company shall pay, or cause to be paid, when due, all real property
taxes and assessments payable with respect to any and all parts of the Property.
Company agrees that (1) it will not seek administrative review or judicial review of
the applicability or constitutionality of any Iowa tax statute or regulation relating to
the taxation of real property included within the Property that is determined by
any tax official to be applicable to the Property or to Company, or raise the
inapplicability or constitutionality of any such tax statute or regulation as a
defense in any proceedings of any type or nature, including but not limited to
delinquent tax proceedings, and (2) it will not seek any tax deferral, credit or
abatement, either presently or prospectively authorized under Iowa Code
Chapter 403 or 404, or any other state law, of the taxation of real property
included within the Property.
10. Purchase Option. For a period of seven (7) years from the date that the
Property is deeded to Company, Company shall have an option to purchase, for the
sum of $1.00, the remainder of the Property that was not purchased pursuant to Section
1. Company shall exercise such option by delivery of written notice to City, and
thereafter the parties shall enter into a purchase agreement on standard terms, subject
also to negotiation of a development agreement, or amendment of this Agreement, for
Company's construction of new improvements on the optioned property substantially
similar in type, scope and value as the Improvements provided for herein. If during the
option period City receives a bona fide third-party offer to purchase the optioned
property, City shall notify Company of same, and Company shall have fourteen (14)
days in which to exercise its purchase option.
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11. Representations and Warranties of City. City hereby represents and
warrants as follows.-
A.
ollows: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. It 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.
B. It has all requisite power and authority to own and operate its
properties, to carry on its business as now conducted and as presently proposed
to be conducted, and to enter into and perform its obligations under this
Agreement.
C. This Agreement has been duly and validly authorized, executed
and delivered by Company and, assuming due authorization, execution and
delivery by the other parties hereto, is in full force and effect and is a valid and
legally binding instrument of Company that is enforceable in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency,
reorganization or other laws relating to or affecting creditors' rights generally.
D. The execution and delivery of this Agreement, the consummation of
the transactions contemplated hereby, and the fulfillment of or compliance with
the terms and conditions of this Agreement are not prevented by, limited by, in
conflict with, or result in a violation or breach of, the terms, conditions or
provisions of the articles of organization or operating agreement of Company or
of any contractual restriction, evidence of indebtedness, agreement or instrument
of whatever nature to which Company is now a party or by which it or its property
is bound, nor do they constitute a default under any of the foregoing.
E. There are no actions, suits or proceedings pending or threatened
against or affecting Company in any court or before any arbitrator or before or by
any governmental body in which there is a reasonable possibility of an adverse
decision which could materially adversely affect the business (present or
prospective), financial position, or results of operations of Company or which in
any manner raises any questions affecting the validity of the Agreement or
Company's ability to perform its obligations under this Agreement.
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13. Indemnification and Releases.
A. Company hereby releases City, its elected officials, officers,
employees, and agents (collectively, the "indemnified parties") from, covenants
and agrees that the indemnified parties shall not be liable for, and agrees to
indemnify, defend and hold harmless the indemnified parties against, any loss or
damage to property or any injury to or death of any person occurring at or about
the Property or resulting from any defect in the Improvements. The indemnified
parties shall not be liable for any damage or injury to the persons or property of
Company or its directors, officers, employees, contractors or agents, or any other
person who may be about the Property or the Improvements, due to any act of
negligence or willful misconduct of any person, other than any act of negligence
or willful misconduct on the part of any such indemnified party or its officers,
employees or agents.
B. Except for any willful misrepresentation, any willful misconduct, or
any unlawful act of the indemnified parties, Company agrees to protect and
defend the indemnified parties, now or forever, and further agrees to hold the
indemnified parties harmless, from any claim, demand, suit, action or other
proceedings or any type or nature whatsoever by any person or entity
whatsoever that arises or purportedly arises from (1) any violation of any
agreement or condition of this Agreement (except with respect to any suit, action,
demand or other proceeding brought by Company against the City to enforce its
rights under this Agreement), or (2) the acquisition and condition of the Property
and the construction, installation, ownership, and operation of the Improvements,
or (3) any hazardous substance or environmental contamination located in or on
the Property, but only to the extent such liability has not been previously
transferred to and accepted by the City in writing.
C. The provisions of this Section shall survive the expiration or
termination of this Agreement.
14. Default. The following shall be "Events of Default" under this Agreement,
and the term "Event of Default" shall mean any one or more of the following events that
continues beyond any applicable cure periods:
A. Failure by Company to cause the construction of the Improvements
to be commenced and completed pursuant to the terms, conditions and
limitations of this Agreement;
B. Transfer by Company of any interest (either directly or indirectly) in
the Improvements, the Property, or this Agreement, without the prior written
consent of City;
C. Failure by Company to pay, before delinquency, all ad valorem
property taxes levied on or against the Property;
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D. Failure by any party hereto to substantially observe or perform any
covenant, condition, obligation or agreement on its part to be observed or
performed under this Agreement or the MAA,
E. Company (1) files any petition in bankruptcy or for any
reorganization, arrangement, composition, readjustment, liquidation, dissolution,
or similar relief under the federal bankruptcy law or any similar state law; (2)
makes an assignment for the benefit of its creditors; (3) admits in writing its
inability to pay its debts generally as they become due; (4) is adjudicated a
bankrupt or insolvent; or if a petition or answer proposing the adjudication of
Company as a bankrupt or its reorganization under any present or future federal
bankruptcy act or any similar federal or state law shall be filed in any court and
such petition or answer shall not be discharged or denied within ninety (90) days
after the filing thereof; or a receiver, trustee or liquidator of Company, or part
thereof, shall be appointed in any proceedings brought against Company and
shall not be discharged within ninety (90) days after such appointment, or if
Company shall consent to or acquiesce in such appointment; or (5) defaults
under any mortgage applicable to the Property.
F. Any representation or warranty made by Company in this
Agreement, or made by Company in any written statement or certificate furnished
by Company pursuant to this Agreement, shall prove to have been incorrect,
incomplete or misleading in any material respect on or as of the date of the
issuance or making thereof.
15. Remedies.
A. Default by Company. Whenever any Event of Default in respect of
Company occurs and is continuing, the City may terminate this Agreement.
Before exercising such remedy, City shall give 30 days' written notice to
Company of the Event of Default, provided that by the conclusion of such period
the Event of Default shall not have been cured, or the Event of Default cannot
reasonably be cured within 30 days and Company shall not have provided
assurances reasonably satisfactory to the City that the Event of Default will be
cured as soon as reasonably possible. Upon termination, City may exercise any
and all remedies available at law, equity, contract or otherwise for recovery of
any sums paid by City to Company before the date of termination or to recover
ownership of the Property as set forth in this Agreement.
B. Default by City. Whenever any Event of Default in respect of
Company occurs and is continuing, Company may take such action against City
to require it to specifically perform its obligations hereunder. Before exercising
such remedy, Company shall give 30 days' written notice to City of the Event of
Default, provided that by the conclusion of such period the Event of Default shall
not have been cured, or if the Event of Default cannot reasonably be cured within
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30 days and City shall not have provided assurances reasonably satisfactory to
the Company that the Event of Default will be cured as soon as reasonably
possible.
C. Remedies under this Agreement shall be cumulative and in addition
to any other right or remedy given under this Agreement or existing at law or in
equity or by statute. Waiver as to any particular default, or delay or omission in
exercising any right or power accruing upon any default, shall not be construed
as a waiver of any other or any subsequent default and shall not impair any such
right or power.
16. 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.
17. 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.
18. Performance by City. Company acknowledges and agrees that all of the
obligations of City under this Agreement shall be subject to, and performed by City in
accordance with, all applicable statutory, common law or constitutional provisions and
procedures consistent with City's lawful authority. All covenants, stipulations, promises,
agreements and obligations of City contained in this Agreement shall be deemed to be
the covenants, stipulations, promises, agreements and obligations of City and not of any
governing body member, officer, employee or agent of City in the individual capacity of
such person.
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19. No Third-Party Beneficiaries. No rights or privileges of any party hereto
shall inure to the benefit of any contractor, subcontractor, material supplier, or any other
person or entity, and no such contractor, subcontractor, material supplier, or other
person or entity shall be deemed to be a third-party beneficiary of any of the provisions
of this Agreement.
20. 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, fax number
319-291-4571, Attention: Mayor, with copies to the City Attorney and the
Community Planning and Development Director.
(b) if to Company, at 2528 West 9t" Street, Waterloo, Iowa 50702,
email MELVLUDINALIBEGIC a GMAIL.COM, Attention: Mevludin Alibegic.
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.
21. 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.
22. 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.
23. 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
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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.
24. 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.
25. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
26. 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.
27. 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.
28. 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.
CITY OF WATERLOO, IOWA A & T Trucking LLC
By: By.-
Quentin
y;Quentin M. Hart, Mayor
Title:
Attest:
Kelley Felch , City Clerk
PERSONAL GUARANTY. The undersigned person(s), being either an owner,
officer, shareholder, member and/or manager 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
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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.
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EXHIBIT "A"
Legal Description of Property.
Lot 1 of Northeast Industrial Park Plat No. 5, Waterloo, Black Hawk County, Iowa, in accordance with the
recorded plat thereof, containing 5.05 acres, and subject to easements and restrictions of record.
EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as of
le g 2020, by and among the CITY OF WATERLOO, IOWA ("City"),
A & T Trucking 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 Northeast Industrial Area Urban Renewal and Redevelopment 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 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 $600,000.00 ("Minimum Actual Value") until termination of
this Agreement. The parties hereto agree that construction of the Improvements will be
substantially completed before July 31, 2021. If they are not, then the parties agree to
execute an amendment to this Agreement that will extend the dates specified in Section
2 below.
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.
Nothing herein shall limit the discretion of the Assessor to assign at any time an actual
value to the land and Improvements in excess of the Minimum Actual Value.
3. Company agrees that it will not seek administrative review or judicial
review of the applicability or constitutionality of any Iowa tax statute or regulation
relating to the taxation of real property included within the Property that is determined by
any tax official to be applicable to the Property or to Company, or raise the
inapplicability or constitutionality of any such tax statute or regulation as a defense in
any proceedings.
4. 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.
5. Neither the preambles nor provisions of this Agreement are intended to, or
shall be construed as, modifying the terms of the Development Agreement.
6. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the parties, including but not limited to future owners of the
Project property.
CITY OF WATERLOO, IOWA A&TTOUCKING LLC]
By: By:,
Quentin M. Hart, Mayor
Title:
t�
Attest:
Kelley Felchlq City Clerk
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK ) 2)
On this �_ day of 42M;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
2
Clerk, respectively, of the City of Waterloo, Iowa, a municipal corporation, created and
existing under the laws of the State of Iowa, and that the seal affixed to the foregoing
instrument is the seal of said municipal corporation, and that said instrument was signed
and sealed on behalf of said municipal corporation by authority and resolution of its City
Council, and said Mayor and City Clerk acknowledged said instrument to be the free act
and deed of said municipal corporation by it and by them voluntarily executed.
NT C _/ Notary Pu lic-
_ coMPAISSION NO.788229
• ° MY COMKPISSSIION EXPIRES
zA
OWP
STATE OF IOWA }
) ss'
COUNTY OF BLACK HAWK }
Subscribed and sworn to before me on OJObQr
a +� 20ft by
M'Z) V M& NaT\0-'V as of [A&T TRUCKING LLC].
JAYMEN
Number 815811 bbl'
® • My oc n+miseion Expires
Mamh s,2022
3
Clerk, respectively, of the City of Waterloo, Iowa, a municipal corporation, created and
existing under the laws of the State of Iowa, and that the seal affixed to the foregoing
instrument is the seal of said municipal corporation, and that said instrument was signed
and sealed on behalf of said municipal corporation by authority and resolution of its City
Council, and said Mayor and City Clerk acknowledged said instrument to be the free act
and deed of said municipal corporation by it and by them voluntarily executed.
Notary Public
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on 0(jA Qr 2029, by
p
as 1ye'l of [A&T TRUOM LLC].
JAY LA83EN
" Cor w"w N 815811 t u
• My Connr"w Exp m
aw
Much 5,2022
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 and building upon completion of the development shall not be less than Six
Hundred Thousand Dollars ($600,000.00) in the aggregate, until termination of this
Minimum Assessment Agreement pursuant to the terms hereof.
1;-7
Ass or for Black Hawk County, Iowa
Date
STATE OF IOWA )
ss.
COUNTY OF BLACK HAWK }
Subscribed and sworn to before me on by T.J.
Koenigsfeld, Assessor for Black Hawk County, owa.
r'
PpIPGdIAN :D.....S.0N:OR1LS1NO ary PUbIIC
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