HomeMy WebLinkAboutMann Road Storage, LLC - Dev Agmnt & Minimum Assessment Agmnt (RECORDED) .
IIII I I II I 0II I I I I I III I I I II II II II II
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Recorded: 06/29/2023 at 11:27:05 AM
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Black Hawk County Iowa
SANDIE L. SMITH RECORDER
File2023-00017600
*** Proof of Publication ***
State of Iowa
Black Hawk County
Waterloo, City of-Legals
Accounts Payable
715 MULBERRY ST.
WATERLOO IA 50703
ORDER NUMBER 223698
The undersigned, being duly sworn, on oath, do depose and say that I
am an authorized employee of the Waterloo Cedar Falls Courier,that
The Waterloo Cedar Falls Courier is a weekly newspaper regularly
published and printed in the English language in the City of Waterloo,
Black Hawk County, Iowa, and has a general circulation in the said city
and county; and that I personally know that the notice, a true copy of
which is hereto affixed,was published in the Waterloo Cedar Falls
Courier on the following days, to-wit:
Section: Legals
Category: 950 Legal Notice
PUBLISHED ON: 05/05/2023
TOTAL AD COST: 99.63
FILED ON: 5/5/2023
That the issues of said paper containing said notice were duly
circulated in the regular manner.
ANNE FOX i
° Commission Number 807163
Notary Publi in nd for Said County ' My Commission Expires
,oww. October 24, 2023
*** Proof of Publication ***
NOTICE OF PUBLIC HEARING
TO WHOM IT MAY CONCERN:
Notice is hereby given that on the 1st day
of May 2023,at 5:30 p.m.,in the Harold
E. Getty Council Chambers In the City
Hat in the City of Waterloo,Iowa,a public
hearing wilt be held by the Council of the
City of Waterloo,Iowa,for the sale and
conveyance of City property located near
3840 University Avenue in the amount of
$1.00, and to approve a phased
Development Agreement with Mann Road
Storage, LLC, for the redevelopment of
2810 and 3840 University Avenue,with a
minimum assessment agreement of
54,561,900.00, for the construction of
climate-controlled storage units and a
mixed-use commercial building,with a tax
rebate schedule of ten(10)years at 50
percent,legally described as follows:
UNPLATTED WLOO WEST PART OF SE
NE&NE SE SEC 20 T 89 R 13 DESC
AS COM AT A PT 193 FT N OF THE SE
COR LOT 30 CENTENNIAL ADDITION
TH N 539 FT TH E 579.08 FT TN S
441.27 FT TH W 200 FT TH S 355 FT TH
NEL Y 385.52 FT TH N 145.43 FT TH
NWL Y 10.7 5 FT TO PT OF BEG;
AND
CENTENNIAL ADDITION ALL LOTS 2 6,
27,28&29 EXC W 26 FT OF EACH&
ALL THAT PART LOT 30 EX CW 26 FT
IN EVEN WIDTH LYING N OF REAL
ESTATE CONVEYED TO CITY OF
WATERLOO IN QUIT CLAIM DEED B
489 P 163 & CEDARLOO PARK
WATERLOO LOT W-115;
AND
CENTENNIAL ADDITION PART OF LOT
30 COM AT SE COR SAID LOT 30 TH
NWLY ALONG SLY LINE LOT 30 41.8
FT TO PT OF BEG TH NWL Y ALONG
SLY LINE LOT 30 A DIST OF 139.5 FT
TH N 150 FT TH SELY ALONG A LINE
PAR WITH SLY LINE SAID LOT 30 139.5
FT TH S 150 FT TO PT OF BEG&ALSO
E 6 FT W 26 FT LOTS 27,28.26&29
CENTENNIAL ADDITION&E 16 FT W
26 FT LOT 30 CENTENNIAL ADDITION;
AND
A PARCEL OF LAND SITUATED IN LOT
30 OF CENTENNIAL ADDITION, CITY
OF WATERLOO, COUNTY OF BLACK
HAWK,STATE OF IOWA,DESCRIBED
AS FOLLOWS.
BEGINNING AT THE SOUTHEAST COR-
NER OF SAID LOT 30:THENCE NORTH
00' (DEGREES) co. (MINUTES) 00'
(SECONDS) EAST (ASSUMED BEAR-
ING FOR THE PURPOSE OF THIS
DESCRIPTION)ON THE EAST LINE OF
SAID LOT 30,A DISTANCE OF 193.03
FEET(193.00 FEET RECORD);THENCE
NORTH 74'35'00"WEST,181.30 FEET;
THENCE SOUTH 00°00'00' WEST,
43.00 FEET;THENCE SOUTH 74'34'18'
EAST,139.53 FEET(SOUTH 74*35'00'
EAST.139.50 FEET RECORD);THENCE
SOUTH 00'00'00'WEST, 149-38 FEET
(150.00 FEET RECORD) TO THE
SOUTH LINE OF SAID LOT 30 ALSO
BEING THE PRESENT NORTHERLY
RIGHT-OF-WAY LINE OF UNIVERSITY
AVENUE: THENCE SOUTH 73'46'06'
EAST ON THE SOUTH LINE OF SAID
LOT 30 ALSO BEING THE PRESENT
NORTHERLY RIGHT-OF-WAY LINE OF
UNIVERSITY AVENUE,A DISTANCE OF
41.95 FEET (SOUTH 74'35'00' EAST,
41.80 FEET RECORD)TO THE POINT
OF BEGINNING.
CONTAINING 13,547 SQUARE FEET OF
0.31 ACRE.
DESCRIPTION: THAT PORTION OF
THE FRONTAGE ROAD TO BE VACA-
TED IN THE NORTHEAST 114 OF
SOUTHEAST 114 OF SECTION 20.
TOWNSHIP 89 NORTH. RANGE 13
WEST OF THE 5TH P.M.
A PARCEL OF LAND SITUATED IN THE
NORTHEAST 1/4 OF THE SOUTHEAST
1/4 OF SECTION 20, TOWNSHIP 89
NORTH,RANGE 13 WEST OF THE 5TH
P.M., CITY OF WATERLOO, COUNTY
OF BLACK HAWK, STATE OF IOWA,
DESCRIBED AS FOLLOWS.
BEGINNING AT THE SOUTHEAST COR-
NER OF LOT 30 OF CENTENNIAL
ADDITION SAID CORNER BEING ON
THE WEST LINE OF THE NORTHEAST
1/4 OF THE SOUTHEAST 1/4 OF SAID
SECTION 20; THENCE NORTH 00'
(DEGREES) 00' (MINUTES)00' (SEC-
ONDS) EAST (ASSUMED BEARING
FOR THE PURPOSE OF THIS DE-
SCRIPTION)ON THE WEST LINE OF
THE NORTHEAST 1/4 OF THE SOUTH-
EAST 1/4 OF SAID SECTION 20, A
DISTANCE OF 193.03 FEET (193. 00
FEET RECORD);THENCE SOUTH 74'
35'00'EAST. 10.81 FEET(10,70 FEET
RECORD); THENCE SOUTH 00`00'00'
WEST, 145.38 FEET (145.43 FEET
RECORD); THENCE SOUTH 73'03'O5'
EAST,385.49 FEET(SOUTH 73'02'44'
EAST,385.52 FEET RECORD):THENCE
SOUTH 00°0000' EAST, 46.77 FEET;
THENCE NORTH 73'45'38' WEST.
*** Proof of Publication
NORTHERLY RIGHT-OF-WAY LINEaOF
UNIVERSITY AVENUE; THENCE
NORTH 71 '24'04'WEST (NORTH 71
'23'00'WEST CARBER HEIGHTS RE.
CORD)ON THE PRESENT NORTHER.
LY RIGHT-OF-WAY LINE OF UNIVERSI.
TY AVENUE, 91.56 FEET TO THE
POINT OF BEGINNING.
Anyone who is interested may appear at
sad time and place and be heard or may
tile 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 1st day of May 2023.
Kelley Felchle,City Clerk
City of Waterloo,Iowa
11111111:1111:1111111111/911111111111111,111.1.1113lhillhill11 iiii
Doc ID 0196750025 TyGEN
Recorded 06/292023 at :28:35 AM
Fee Amt: $137.00 Page of 25
Black Hawk County Iowa
SANDIE L. SMITH RECORDER
7603
* 6 a1 VIC
Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50703. 319-234-5701
DEVELOPMENT AGREEMENT — Phased Development
This Development Agreement (the "Agreement") is entered into as of
tA6y , 2023 by and between Mann Road Storage, LLC (the "Company"),
al id the City of Waterloo, Iowa (the "City").
RECITALS
A. In furtherance of the objectives of Chapter 403 of the Code of Iowa, as
amended (the "Urban Renewal Act"), City is engaged in carrying out urban
renewal project activities in an area known as the University Avenue Area
Urban Renewal and Redevelopment Plan Area ("Urban Renewal Area").
B. Company is willing and able to finance and undertake rehabilitation of an
existing commercial property located in the Urban Renewal Area and to
construct additional improvements.
C. City considers remedying blight and supporting 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. Development Property. Company is the owner, or is under contract to
acquire, commercial structures located on real property at 3810 and 3840 University
Avenue, Waterloo, described on Exhibit "A" attached hereto (the "Property") and
consisting of tax parcel nos. 8913-20-254-015, 8913-20-354-016 and 8913-20-276-016.
Company will undertake the Project (defined below) upon the Property or sell the
to.e ( ' 3
C. Future Phases. Company is exploring and developing plans to
construct, or cause to be constructed, upon the Property one or more additional
outlot buildings and related landscaping and parking improvements (collectively,
the "Outlot Improvements"). Development criteria and related incentives may be
added to this Agreement by a mutually agreeable amendment. Company may
obtain a building permit and commence the future phased Improvements within
fifteen (15) years after the date of this Agreement and with the expectation that it
will Substantially Complete said improvements within eighteen (18) months of
each commencement date.
3. Construction Plans. Company agrees that it will cause the
Improvements to be constructed on the Property in conformance with construction plans
(the "Plans") that have been submitted to the City. Company agrees that the scope and
scale of the Improvements to be constructed shall not be significantly less than the
scope and scale of the Improvements as detailed and outlined in the Plans.
If any material modification in the scope, scale or nature of the Plans is
proposed, Company shall submit modified Plans (the "Modified Plans") to the City for
review. Modified Plans shall be subject to approval by the City as provided in this
Section. City shall approve the modified Plans in writing if: (a) the Modified Plans
conform to the terms and conditions of this Agreement; (b) the Modified Plans conform
to the terms and conditions of the urban renewal plan; (c) the Modified Plans conform to
all applicable federal, state and local laws, ordinances, rules and regulations and City
permit and design review requirements; (d) the Modified Plans are adequate for
purposes of this Agreement to provide for the construction of the Improvements, and (e)
no Event of Default under the terms of this Agreement has occurred; provided, however,
that any such approval of the Plans or Modified Plans pursuant to this Section shall
constitute approval for the purposes of this Agreement only and shall not be deemed to
constitute approval or waiver by the City with respect to any building, fire, zoning or
other ordinances or regulations of the City, and shall not be deemed to be sufficient
plans to serve as the basis for the issuance of a building permit if the Plans or Modified
Plans are not as detailed or complete as the plans otherwise required for the issuance
of a building permit.
The Modified Plans must be rejected in writing by City within thirty (30)
days of submission or shall be deemed to have been approved by the City. If City
rejects the Modified Plans in whole or in part, Company shall submit new or corrected
Modified Plans within thirty (30) days after receipt by Company of written notification of
the rejection, accomplished by a written statement of the City specifying the respects in
which Company's Modified Plans fail to conform to the requirements of this Section.
The provisions of this Section relating to approval, rejection and resubmission of
corrected Modified Plans shall continue to apply until the Modified Plans have been
approved by the City; provided, however, that in any event Company shall submit
Modified Plans which are approved by City prior to commencement of construction of
the additional or modified Improvements.
4874-0161-1832,V. 1
other charges whatsoever levied upon or assessed or placed against the Main Parcel.
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 Main Parcel as improved pursuant
to this Agreement, which shall be fixed for assessment purposes, below the amount of
$4,561,900.00 (the "Minimum Actual Value"), through:
(i) willful destruction of the Main Parcel, 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 execute and deliver the MAA concurrently with execution and
delivery of this Agreement. In connection with construction of Phase 2 Improvements,
the parties will execute and record a separate amendment to the MAA for the purpose
of increasing the Minimum Actual Value by no less than $2,000,000.00. If Company
undertakes and completes construction of Outlot Improvements that increase the
Minimum Actual Value by an amount to be determined by amendment hereto, and if
Company desires to obtain Rebates with respect to such additional improvements, then
Company shall execute and deliver an appropriate additional amendment to the MAA.
7. Property Tax Rebates. Provided that Company has, in the opinion of the
county assessor, completed the Improvements as set forth herein to an assessed value
of at least $3,400,000.00 and has executed the MAA as set forth in Section 6, and
subject to annual appropriation by the city council, the City agrees to semi-annually
rebate property taxes (with the exceptions noted below) as follows:
50% rebate for each of Years One through Ten, inclusive,
for any taxable value over the January 1, 2022 value of$1,973,060.00 (each such
payment is a "Rebate"). If Company timely completes the Phase 2 Improvements as
provided in this Agreement, then the Rebate payment schedule shall be extended with
respect to Phase 1 and Phase 2 for an additional five (5) years. Rebates with respect to
any Outlot Improvements, and a schedule for payment of such Rebates, shall be
determined by amendment hereto, but shall be for a period of at least five (5) years on
the same basis as set forth above. Each Rebate is payable in respect of a given
property tax fiscal year (a "Fiscal Year") only to the extent that (a) Company or a
developer, and successors, have actually paid general property taxes due and owing for
such Fiscal Year and (b) the city council has made an appropriation for the payment of
the Rebate. To receive a Rebate for a given Fiscal Year, Company must, within twelve
(12) months after the due date of the last installment of the property taxes for the
respective Fiscal Year (i.e., the "March Installment"), submit a completed Rebate
5
4874-0161-1832,v. 1
the suspended provision. To this end the provisions of this Agreement are
severable.
B. Notwithstanding the provisions of Section 7 hereof, City shall have
no obligation to make a payment of a Rebate to Company if at any time during
the term hereof City fails to appropriate funds for payment; City receives an
opinion from its legal counsel to the effect that the use of Tax Increments
resulting from the Property and Improvements to fund a Rebate payment to
Company, as contemplated under Section 7 above, is not, based on a change in
applicable law or its interpretation since the date of this Agreement, authorized or
otherwise an appropriate urban renewal activity permitted to be undertaken by
City under the Urban Renewal Act or other applicable provisions of the Code, as
then constituted or under controlling decision of any Iowa court having jurisdiction
over the subject matter hereof; or City's ability to collect Tax Increment from the
Improvements and Property is precluded or terminated by legislative changes to
Iowa Code Chapter 403. Upon occurrence of any of the foregoing circum-
stances, City shall promptly forward notice of the same to Company. If the
circumstances continue for a period during which two (2) annual Rebate
payments would otherwise have been paid to Company under the terms of
Section 7, then City may terminate this Agreement, without penalty or other
liability to City, by written notice to Company.
C. For purposes of this Agreement, "Tax Increments" shall mean the
property tax revenues on the Improvements and Property received by and made
available to City for deposit in an account maintained under this Agreement, the
provisions of Iowa Code § 403.19 and the ordinance governing the Urban
Renewal Plan.
9. Contingent Grant Payments. The parties contemplate that improvement
projects for new construction may occur on the Main Parcel, Corner Parcel and the
Remnant Parcel by third-party developers. If, during the period that any Rebate is
payable to Company hereunder, City, with the consent of Company, enters into a
development agreement (a "Third-Party DA") providing rebates to the developer (a
"Developer") of any of such parcels, then the Developer shall be entitled to such
rebates, but if the Third-Party DA does not provide for rebates to the Developer,
Company shall be entitled to a semi-annual grant (a "Grant") equal to 50% of qualifying
property taxes actually collected by City (excluding non-TIF Collections) for the 5-year
period after the first full Fiscal Year for which the assessment of a Developer parcel is
based upon the completed value of the improvements and not based on a prior Fiscal
Year for which the assessment is based solely upon (x) the initial value of such parcel,
or upon (y) the value of such parcel and a partial value of the improvements due to
partial completion of such improvements or a partial Fiscal Year. Grant payments are
payable in respect to a given year only to the extent that general property taxes that are
due and owing for such year have actually been paid. Grant payments shall be subject
to the limitations of Section 8, as if such payments were Rebate payments.
7
4874-0161-1832,v. 1
G. Company will comply with all applicable land development laws and
City and county ordinances, and all laws, rules and regulations relating to its
businesses, other than laws, rules and regulations where the failure to comply
with the same or the sanctions and penalties resulting therefrom, would not have
a material adverse effect on the business, property, operations, or condition,
financial or otherwise, of Company.
H. During the period that any Rebate or Grant is payable to Company
under this Agreement, Company agrees that it will make no conveyance, lease or
other transfer of the Property or any interest therein that would cause the
Property or any part thereof to be classified as exempt from taxation or subject to
centralized assessment or taxation by the State of Iowa.
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.
11. Conditions to City Funding.
A. The complete or initial funding by City of the Rebates, Grants and
other Project commitments shall be deemed an agreement of the parties that the
applicable conditions to disbursement of funds shall, as of the date of such
funding, have been satisfied or waived. If the conditions set forth in this Section
are not satisfied at a Rebate or Grant disbursement date, this Agreement shall
not terminate but payment of a Rebate or Grant may be delayed until the
applicable conditions to disbursement of funds are satisfied or waived. The
delay in payments shall be the sole remedy available to City or Company if, for
whatever reason, a condition set forth in this Section is not satisfied at a Rebate
or Grant payment date, it being understood that each party shall nonetheless
incur costs and liabilities prior thereto for which they alone are responsible. City
and Company each expressly assumes all responsibility for the costs and
liabilities they may each so incur prior to a Rebate or Grant payment date and
agree to indemnify and hold each other harmless therefrom.
B. It is recognized and agreed that the ability of the City to perform the
obligations described in this Agreement, including but not limited to the Rebate
9
4874-0161-1832,v. 1
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.
15. Materiality of Company's Promises, Covenants, Representations,
and Warranties. Each and every promise, covenant, representation, and warranty set
forth in this Agreement on the part of Company to be performed is a material term of
this Agreement, and each and every such promise, covenant, representation, and
warranty constitutes a material inducement for City to enter this Agreement. Company
acknowledges that without such promises, covenants, representations, and warranties,
City would not have entered this Agreement. Upon breach of any promise or covenant,
or in the event of the incorrectness or falsity of any representation or warranty, City
may, at its sole option and in addition to any other right or remedy available to it,
terminate this Agreement and declare it null and void.
11
4874-0161-1832,v. 1
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.
18. 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 (excluding
recovery of any sums paid by City to Company before the date of termination).
B. Default by City. Whenever any Event of Default in respect of City
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
13
4874-0161-1832,v. 1
22. 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.
23. 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.
24. 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.
25. 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.
26. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
27. 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.
28. Entire Agreement. This Agreement 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.
29. 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.
15
4874-0161-1832,v. 1
EXHIBIT"A"
Legal Description of Property
UNPLATTED WLOO WEST PART OF SE NE & NE SE SEC 20 T 89 R 13 DESC AS COM AT A PT 193 FT N OF
THE SE COR LOT 30 CENTENNIAL ADDITION TH N 539 FT TH E 579. 08 FT TH S 441.27 FT TH W 200 FT TH
S 355 FT TH NELY 385.52 FT TH N 145.43 FT TH NWLY 10.7 5 FT TO PT OF BEG;
AND
CENTENNIAL ADDITION ALL LOTS 2 6, 27, 28 & 29 EXC W 26 FT OF EACH &ALL THAT PART LOT 30 EX CW
26 FT IN EVEN WIDTH LYING N OF REAL ESTATE CONVEYED TO CITY OF WATERLOO IN QUIT CLAIM DEED
B 489 P 163 &CEDARLOO PARK WATERLOO LOT W-115;
AND
CENTENNIAL ADDITION PART OF LOT 30 COM AT SE COR SAID LOT 30 TH NWL Y ALONG SLY LINE LOT 30
41.8 FT TO PT OF BEG TH NWLY ALONG SLY LINE LOT 30 A DIST OF 139.5 FT TH N 150 FT TH SEL Y ALONG
A LINE PAR WITH SLY LINE SAID LOT 30 139.5 FT TH S 150 FT TO PT OF BEG &ALSO E 6 FT W 26 FT LOTS
27, 28, 26& 29 CENTENNIAL ADDITION & E 16 FT W 26 FT LOT 30 CENTENNIAL ADDITION;
AND
Portion of frontage road described on Exhibit "A-2" hereto.
EXHIBIT A-2
LEGAL DESCRIPTION-FRONTAGE ROAD TO VACATE EXHIBIT A-2
ALL OF THE LAND DESCRIBED IN UNNUMBERED PARAGRAPH ONE(1)OF QUIT CLAIM DEED TO CITY OF
WATERLOO,AS RECORDED IN BOOK 489 AT PAGE 163 IN THE OFFICE OF THE BLACK HAWK COUNTY,IOWA
RECORDER,AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
A PORTION OF LOT THIRTY(30)OF CENTENNIAL ADDITION,CITY OF WATERLOO,BLACK HAWK COUNTY,
IOWA,DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 30;
THENCE NORTH 0°40'25"WEST ON THE EAST LINE OF SAID LOT 30,A DISTANCE OF 192.72 FEET;
THENCE NORTH 75°31'28"WEST, 178.45 FEET;
THENCE SOUTH 1°00'25"WEST,43.01 FEET;
THENCE SOUTH 75°31'41"EAST, 139.53 FEET;
THENCE SOUTH 0°57'03"EAST, 149.39 FEET TO THE SOUTH LINE OF SAID LOT 30;
THENCE SOUTH 74°40'27"EAST ON SAID SOUTH LINE,38.08 FEET TO THE POINT OF BEGINNING.
AND
A PORTION OF THE LAND DESCRIBED IN UNNUMBERED PARAGRAPH TWO(2)OF QUIT CLAIM DEED TO CITY
OF WATERLOO,AS RECORDED IN BOOK 489 AT PAGE 163 IN THE OFFICE OF THE BLACK HAWK COUNTY,
IOWA RECORDER,AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
A PORTION OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER(N.E.1/4 S.E.1/4)SECTION TWENTY
(20),TOWNSHIP EIGHTY-NINE(89)NORTH,RANGE THIRTEEN(13)WEST OF THE FIFTH PRINCIPAL MERIDIAN,
CITY OF WATERLOO,BLACK HAWK COUNTY,IOWA DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF LOT THIRTY(30)OF CENTENNIAL ADDITION,CITY OF
WATERLOO,BLACK HAWK COUNTY,IOWA;
THENCE NORTH 0°40'25"WEST ON THE EAST LINE OF SAID LOT 30,A DISTANCE OF 192.72 FEET;
THENCE SOUTH 75°31'28"EAST, 13.61 FEET;
THENCE SOUTH 0°57'03"EAST, 145.30 FEET;
THENCE SOUTH 73°59'15"EAST,385.49 FEET;
THENCE SOUTH 0°57'58"EAST,46.71 FEET;
THENCE NORTH 74°42'41"WEST,305.31 FEET TO THE NORTHERLY RIGHT OF WAY LINE OF UNIVERSITY
AVENUE;
THENCE NORTH 72°20'50"WEST ON SAID NORTHERLY RIGHT OF WAY LINE,90.66 FEET;
THENCE NORTH 74°40'27"WEST ON SAID NORTHERLY RIGHT OF WAY LINE,3.88 FEET TO THE POINT OF
BEGINNING.
DESCRIBED PARCEL CONTAINS 0.77 ACRE.
4860-8535-8172,V. 1
EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as of
2023, by and among the CITY OF WATERLOO, IOWA ("City"),
MA I OAD STORAGE, LLC ("Company"), and the COUNTY ASSESSOR of Black
Hawk County, 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 (the "Main Parcel"), described in Exhibit "A-3" 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 within the City and within the
University Avenue Area Urban Renewal and Redevelopment Plan Area including the
construction of certain improvements as described in the Development Agreement (the
"Minimum Improvements") on the Main Parcel, as provided in the Development
Agreement (the "Project"); and
WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the
Company desire to establish a minimum actual value for the Main Parcel and the
Minimum Improvements to be constructed thereon by Company pursuant to the
Development Agreement, 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 Minimum 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 Minimum
Improvements by the Company, the minimum actual assessed value which shall be
fixed for assessment purposes for the Main Parcel and Minimum Improvements to be
constructed thereon by the Company as a part of the Project shall not be less than
$4,561,900.00 (the "Minimum Actual Value") until termination of this Agreement. The
parties hereto agree that construction of the Minimum Improvements will be
substantially completed by the Phase 1 Completion Deadline stated in the Development
Agreement. If the Minimum Improvements are not substantially completed by said date,
then the parties agree to execute an amendment to this Agreement that will extend the
date specified in Section 2 below.
law, of the taxation of real property, including improvements and fixtures thereon,
contained in the Main Parcel or the Minimum Improvements; or
(c) request the Assessor to reduce the Minimum Actual Value; or
(d) appeal to the board of review of the city, county, state or to the
Director of Revenue of the State of Iowa to reduce the Minimum Actual Value; or
(e) cause a reduction in the actual value or the Minimum Actual Value
through any other proceedings.
7. 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.
8. Neither the preambles nor provisions of this Agreement are intended to, or
shall be construed as, modifying the terms of the Development Agreement.
9. 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.
10. 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.
[signatures on next page]
3
4874-0161-1832,v. 1
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 Four Million Five
Hundred Sixty-One Thousand Nine Hundred Dollars ($4,561,900.00) in the aggregate,
until termination of the Minimum Assessment Agreement pursuant to the terms thereof.
Ass Blac awk County, Iowa
Date
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on 3V A Q, , 2023, by T.J.
Koenigsfeld, Assessor for Black Hawk County, Iowa.
o�""`•� ADRIENNE MILLEF4 ! ( o ary Pub is
z C. COMMISSION NO.8091O:?:
* * MY COMMISSION EXPIRES
/owl. FEBRUARY 23,2024