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HomeMy WebLinkAboutFDP WTC, LLC - Amendment to DA - 4.1.2024Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50703. 319-234-5701 AMENDMENT TO DEVELOPMENT AGREEMENT and AMENDMENT TO MINIMUM ASSESSMENT AGREEMENT This Amendment to Development Agreement and AmendmAcctriNVlinimum Assessment Agreement (the "Amendment") is entered into as of ll�" , 2024 by and between FDP WTC, L.L.C. (the "Developer") and the City of Waterloo, Iowa (the "City"). RECITALS A. Developer and City are parties to that certain Third Amended and Restated Development Agreement dated January 11, 2016 (the "DA"), concerning the development of property as described in the DA. Developer and City are also parties to that certain Minimum Assessment Agreement (the "MAA") pertaining to said property, dated as of the same date. The DA and MAA have been filed in the land records of Black Hawk County as Doc. No. 2016-12512. B. The parties desire to amend the DA and the MAA to modify the terms as set forth in this Amendment. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Section 6.4(c) of the DA is hereby amended to provide that proceeds of the working capital account shall be applied for the payment of real estate taxes for the FDP Property. The parties acknowledge and agree that the Developer will draw down all funds from the account and shall apply them exclusively for this purpose. Thereafter, the requirement of the working capital account is eliminated. 2. Section 8.3(b) of the DA is hereby amended to state that the Assessor's Minimum Actual Value shall be not less than Eight Million Dollars ($8,000,000) as of January 1, 2024. 3. The parties acknowledge and agree that Tax Increment collected by the City has been less than the amount required to pay all debt service on the City Bonds (Second Issue), and that pursuant to Sections 6.3(a) and 8.3(e), and Section 3 of the MAA the Developer has an obligation to make supplementary payments to the City equal to the shortfall amount. The Developer also has obligations to make supplemental payments for shortfall on all debt service on the City Bonds (Third Issue) pursuant to Sections 6.4(a), 6.4(c), 7.2(b), and 7.2(c). The City hereby forgives the obligation of the Developer to pay debt service on any City Bonds, including such shortfalls referenced above with respect to any shortfall that has been determined before January 1, 2024 and that is outstanding and unpaid as of the date hereof (the "Accrued Shortfall"), and the City hereby releases the Developer from its obligation to pay the Accrued Shortfall, and any future obligations related to the City Bonds, including but not limited to those under the above Sections of the DA and MAA. The interest payments which would otherwise have been made in 2024, 2025 and 2026 shall instead be owed and paid in 2038, 2039 and 2040 respectively. The amount remaining due on the FDP Loan as of the date of this agreement shall be the total of all remaining interest payments due by Developer under the agreement as amended by this document. 4. Section 6.4(a) of the DA is amended to provide in the second sentence "On or before the Third Issue Closing Date, Developer shall deliver to the City (i) a promissory note signed by the Developer in the amount of the FDP Loan and (ii) a personal guaranty from Rodney Blackwell, limited in the principal amount of $4 million, to secure repayment of interest on the City Bonds (Third Issue) as described in this section and Section 7.2(b)". Upon the final interest payment by Developer under this agreement, the personal guaranty shall be released in a form acceptable to Developer. 5. Section 7.2(b) of the DA is amended to provide in the third sentence "Upon depletion of the capitalized interest fund, and from and after January 1, 2027, Developer shall make all subsequent interest payments on the city bonds (Third Issue), based upon the schedule attached here to as Exhibit E, with each such payment due three (3) business days before each semi-annual interest payment date shown on Exhibit E". 6. Section 7.2(c) of the DA is amended to provide that the third sentence is eliminated and replaced with the following: "Developer has no responsibility for principal on the City Bonds (Third Issue)". 7. Section 6.4(d) of the DA is eliminated, and any assignment made thereunder is hereby released and held for naught. 8. Section 1 of the MAA is hereby amended to provide that the Minimum Actual Value shall be not less than Eight Million Dollars ($8,000,000) as of January 1, 2024, and Developer and the City agree to extend the Termination Date to December 31, 2044. 9. Developer shall work in good faith with the Iowa Economic Development Authority to extend the term of the Reinvestment District for an additional five (5) years. The City agrees that it will also work in good faith with the Iowa Economic Development Authority to extend the term of the Reinvestment District for an additional five (5) years. 10. Except as modified herein, the DA and MAA shall continue unmodified in full force and effect. Terms in this Amendment that are capitalized but not defined will have the same meanings herein that are ascribed to them in the DA or the MAA, as applicable. This Amendment may be executed in multiple counterparts. The DA and MAA and this Amendment shall inure to the benefit of and be binding upon the parties and their respective successors and assigns. IN WITNESS WHEREOF, the parties have executed this Amendment to Development Agreement and Amendment to Minimum Assessment Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA FDP WTC, L.L.C. By: Querttu2 art Quentin M. Hart, Mayor Attest: 7(elley Fe(Chle Kelley Felchle, City Clerk SIGNED SIMED Rodney A. Blackwell e{/7--/z4 Managing Member CERTIFICATION OF ASSESSOR (updated) 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 amendment to 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 as amended, certifies that the actual value assigned to such land and building upon completion of the development shall, as of January 1, 2024, not be less than Eight Million Dollars ($8,000,000) until termination of this Minimum Assessment Agreement pursuant to the terms hereof. Assessor for Black Hawk County, Iowa Date STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) Subscribed and sworn to before me on , 2024 by T.J. Koenigsfeld, Assessor for Black Hawk County, Iowa. Notary Public