HomeMy WebLinkAboutOsprey Aviation, LLC - Development and Minimum Assessment Agmnt - 12/30/19Prepared by Richard R. Morris, PO Box 178, Waterloo, IA 50704 Phone (319) 234-1766
DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is entered into as of
3o , 20.11 by and between Osprey Aviation, 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 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. Long -Term Lease. The Property is located within an area known as the
Waterloo Regional Airport, and consequently City is unable to convey title to the Property
to any third party. Within 30 days after the date of this Agreement, the parties will enter
into a ground lease for a term of up to 50 years (including renewal options), substantially
in the form attached hereto as Exhibit "B" (the "Lease").
2. Improvements by Company. Company shall construct on the Property at
least one airplane hangar of no less than 14,300 square feet, and related parking,
landscaping, and other improvements to the building and grounds (collectively, the
"Improvements"). Company agrees that the Improvements shall be constructed in
accordance with the terms of this Agreement, the Lease, the Urban Renewal Plan, and
all applicable City, state, and federal building codes and shall comply with all applicable
City ordinances and other applicable law. 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 Cancellation. 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 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. Company must obtain a building permit and begin construction
by May 1, 2020 (the "Project Start Date") and substantially complete construction within
twelve (12) months thereafter (the "Project Completion Date").
If Company has not, in good faith, begun the construction of the
Improvements by the Project Start Date, then at City's option City may cancel the Lease;
provided, however, that if construction has not begun by the Project Start Date but the
development of the Project is still imminent, the City Council may, but shall not be required
to, consent to an extension of time for the construction of the Improvements, and if an
extension is granted but construction of the Improvements has not begun within such
extended period, then after the end of said extended period the City may elect to cancel
the Lease. If Company determines at any time that the Project is not economically
feasible, then after giving thirty (30) days' advance written notice to City, Company may
cancel the Lease, and thereupon neither party shall have any further obligation under this
Agreement except as expressly provided. If development has commenced by the Project
Start Date or any extended period and is stopped and/or delayed as a result of an act of
God, war, civil disturbance, court order, labor dispute, fire, or other cause beyond the
reasonable control of Company, the requirement that construction is to be completed by
the Project Completion Date shall be tolled for a period of time equal to the period of such
stoppage or delay, and thereafter if construction is not completed within the allowed
period of extension, City may elect to cancel the Lease. Any cancellation of the Lease
by either party shall be effective upon delivery of written notice to the other party. In
connection with any Lease cancellation, City may choose to terminate this Agreement, in
which case City shall have no further obligation hereunder.
4. Indemnity upon Cancellation. In the event of any Lease cancellation,
Company agrees that the Property shall be free and clear of any lien, claim, charge,
security interest, mortgage or encumbrance (collectively, "Liens") arising by or through
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Company. Company shall pay in full, so as to discharge or satisfy, all Liens on or against
the Property. 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 leasehold interest or the
Project. If City files suit to enforce the terms of this Section and prevails in such suit, then
Company shall be liable for all legal expenses, including but not limited to reasonable
attorneys' fees, incurred by City. Company's duties of indemnity pursuant to this Section
shall survive the expiration, termination or cancellation of this Agreement for any reason.
5. No Encumbrances; Limited Exception. Until completion of the
Improvements, Company agrees that it shall not create, incur, or suffer to exist any Liens
on the Property, other than such mortgage or mortgages as may be reasonably necessary
to finance Company's completion of the Improvements and of which Company notifies
City before Company executes any such mortgage. Company may not mortgage the
Property or any part thereof for any purpose except in connection with financing of the
Improvements.
6. 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.
7. 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 the Minimum Assessment
Agreement (the "MAA") attached hereto as Exhibit "C" it will not seek or cause a reduction
in the taxable valuation for the Property as improved pursuant to this Agreement, which
shall be fixed for assessment purposes, below the amount of $1, rC uz.,, (the "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 execute and deliver the MAA concurrently with execution and delivery
of this Agreement.
& Tax Rebates. Provided that Company has completed the Improvements
as set forth herein and has executed the Minimum Assessment Agreement as set forth
above, City agrees to rebate property tax (with the exceptions noted below) as follows:
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Year One through Year Five 90% rebate each year
Year Six through Year Ten 85% rebate each year
Year Eleven through Year Fifteen 80% rebate each year
Year Sixteen through Year Twenty 50% rebate each year
for any taxable value over $0. Rebates are payable in respect of a given year only to the
extent that Company has actually paid general property taxes due and owing for such
year. To receive rebates for a given year, Company must, within twelve (12) months after
the tax payment due date, submit a completed rebate request to City on the form provided
by or otherwise satisfactory to City, or the rebate shall be forfeited.
The taxable value of the Property as a result of the Improvements must be
increased by a minimum of 10% and must increase the annual tax by a minimum of
$500.00. This rebate program is not applicable to any special assessment levy, debt
service levy, or any other levy that is exempted from treatment as tax increment financing
under the provisions of applicable law.
The first year of in which a rebate may be given ("Year One") shall be the
first full year for which the assessment is based upon the completed value of the
Improvements, and not based on a prior year for which the assessment is based solely
upon (x) the value of the Property or upon (y) the value of the Property and a partial value
of the Improvements due to partial completion of the Improvements or a partial tax year.
9. Flowage Fees. It is understood that Company may construct a fuel tank as
part of its project on the Property that is the subject matter of this Development Agreement
and the separate Hangar and Ground Site Lease Agreement. It is understood that
Company shall pay to City a flowage fee of $.07 (Seven Cents) per gallon of fuel it
receives and uses through its fuel tank at the site location of its hangar as set forth in the
lease agreement. The Company and the City may enter into a separate flowage
agreement to compensate Company for the improvements necessary at the Airport
Property for the hangar to be constructed which improvements are necessary in any
regard with respect to the Airport Property of the City.
10. Option for Second Phase. Company shall have the option to enter into a
future development agreement with the City that provides for the same schedule of
rebates as those set forth herein, for an additional phase of improvements, provided that
such improvements are in good faith scheduled to begin construction no later than
December 31, 2028. Improvements may be either an expansion of the building to be
constructed under this Agreement or a new stand-alone building, but in either case of
comparable building size and assessed value. Company shall exercise this option by
providing written notice to the City, including proposed plans, no later than July 1, 2028.
11. 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:
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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
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.
12. 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.
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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.
13. 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.
14. 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 this Agreement shall be
deemed canceled and shall be null and void.
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15. 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.
16. 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.
17. 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.
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C. The provisions of this Section shall survive the expiration or
termination of this Agreement.
18, 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;
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, the Lease 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.
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19. Remedies.
A. Default by Company. Whenever any Event of Default in respect of
Company occurs and is continuing, the City may terminate this Agreement and
have no further obligation to Company hereunder. 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
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.
20. 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.
21. 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.
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22. 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 1710 Adams Street, Cedar Falls, Iowa 50613,
Attention: Manager.
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.
23. 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.
24. 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 a written instrument signed by the parties. Any waiver by any party of
any default by another party shall not affect or impair any rights arising from any
subsequent or other default.
25. 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.
26. 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.
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27. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal representatives.
28. 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.
29. 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.
30. 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
By: 1r_
Quentin Hart, Mayor
Attest:
JKe&lley�&Felchl
OSPREY AVIATION, L
By: ✓`
Michael L. Peterson, Manager
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.
Michael L. Peterson
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EXHIBIT "A"
Description of Property
See attached "Lease Exhibit."
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EXHIBIT "B"
Ground Lease
See attached.
EXHIBIT "C"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as of
3c, 2c.6 , by and among the CITY OF WATERLOO, IOWA ("City"),
OSPREY AVIATION, 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, 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 $� ica,ccr: a>(the "Minimum Actual Value") until termination of this
Agreement. The parties hereto agree that construction of the Improvements will be
substantially completed on or before December 31, 2c . If it is 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,
2c -4-S . 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.
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: Amo l L/% --
Quentin Hart, Mayor
Attest: k-PPL&'4P
ell Felchl , City Clerk
STATE OF IOWA
)ss'
COUNTY OF BLACK HAWK
OSPREY VIATION, L
By
Michael L. Peterson, Manager
On this day of ON--� 6a -r 2020, before me, a Notary Public in
and for the State of Iowa, personally appeared Quentin Hart and Kelley Felchle, to me
personally known, who being duly sworn, did say that they are the Mayor and City Clerk,
respectively, of the City of Waterloo, Iowa, a municipal corporation, created and existing
Oil
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.
Pp�/.l a, NAN6iY HIC�?`'�
_ � COMMISSION NO.'78�228 _____
MY COMMI,S3SIQ1N�UIF. ZflES Notary 1UbiIC
-- 6
/Q,HP
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK }
20►I\
Subscribed and sworn to before me on tbeter- f 7-0 2020 by Michael L.
Peterson as Manager of Osprey Aviation, LLC.
rg"�a KRISTI L. NIELSEN
° Commission No. 7324
z.-
* My Comm. Expires O
/C'�' /
Notary Public
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CERTIFICATION OF ASSESSOR
The undersigned, having reviewed the plans and specifications for the
improvements to be constructed and the market value assigned to the land upon which
the improvements are to be constructed for the development, and being of the opinion
that the minimum market value contained in the foregoing Minimum Assessment
Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor,
being legally responsible for the assessment of the property subject to the development,
upon completion of improvements to be made on it and in accordance with the Minimum
Assessment Agreement, certifies that the actual value assigned to such land, building
and equipment upon completion of the development shall not be less than One Million
One Hundred Thousand and 00/100 Dollars ($1,100,000.00) until termination of this
Minimum Assessment Agreement pursuant to the terms hereof.
Date
STATE OF IOWA )
ss,
COUNTY OF BLACK HAWK )
r for Black Hawk County, Iowa
Subscribed and sworn to before me on27a�7�r3� �J� 2020 by T.J.
Koenigsfeld, Assessor for Black Hawk County, Iowa.
*Egg
RA. 772518
Nota ublic
EXPIRES
021
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