HomeMy WebLinkAboutCedar Valley Warehouse, LLC-9/21/2015 (2)Please return this copy to:
City Clerk & Finance Dept.
715 Mulberry St.
waterloo, IA 50703
AMENDMENT TO DEVELOPMENT AGREEMENT and
AMENDMENT AND RESTATEMENT OF MINIMUM ASSESSMENT AGREEMENT
This Amendment to Development Agreement and Amendment and Restatement of
Minimum Assessment Agreement (the "Amendment') is entered into as of Z 1,
2015, by and between the City of Waterloo, Iowa ("City') and Cedar Valley Warehou� se, LLC
("Company").
RECITALS
A. Company and City are parties to that certain Development Agreement dated
September 4, 2012 (the `DA"), concerning the development of land (the "Property")
described on Exhibit "A" to the DA. Company and City are also parties to that
certain Minimum Assessment Agreement dated August 23, 2012 (the "MAA")
pertaining to the Property. The DA and MAA have been filed in the land records of
Black Hawk County, Iowa, as Doc. No. 2013-17082.
B. Since the DA and MAA were executed, the Property has been divided into two
separate parcels ("Property A-1" and "Property A-2") for the construction of two
distinct projects.
C. The parties desire to amend the DA and to amend and restate the MAA on the
terms set forth herein to reflect changed conditions of the development project.
NOW, THEREFORE, in consideration of the premises and of other consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to amend the
Agreement as follows:
1. Section 8 of the DA is amended to strike the current terms thereof and to
substitute the following new provision in lieu thereof:
8. 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
Exhibit "B-1" and Exhibit "B-2", it will not seek or cause a reduction in the taxable
valuation for the Property, which shall be fixed for assessment purposes, below the
aggregate amount of $1,212,000,00, allocated between Property A-1 and Property A-2
as $262,320.00 and $1,597,880.00, respectively (the "Minimum Actual Values"),
through:
(i) willful destruction of the Property, 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 the amended and restated agreements attached as Exhibit "B-
1" and Exhibit "B-2".
2. Section 9 of the DA is amended to strike the current terms thereof and to
substitute the foliowing new provisions in Iieu thereof:
9. Tax Rebates. Provided that Company has completed the Improvements
as set forth herein and has executed the Minimum Assessment Agreements as set forth
in Section 8, Gity agrees to rebate fifty percent (50%) of property taxes (with the
exceptions noted below) as foliows:
Year One -
Year Two -
Year Three -
Year Four -
Year Five -
January 1, 20l4assessment
January 1, 2015 assessment
January 1,2016 assessment
January 1, 2017 assessment
January 1, 2olfiassessment
Taxes payable in 2015/2016 tax year
Taxes payable in 201612017 tax year
Taxes payable in 2017/2018 tax year
Taxes payable in 2018/2019 tax year
Taxes payable in 2019/2020 tax year
for any taxable value over the January 1, 2012 value of $105,O1 0, which is allocated
between Property A-1 and Property A-2 as $37,070 and $76,950, respectively. Rebates
are payable in respect of a given year oniy to the extent that Company has actuafly 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.
The taxable value of the Froperty A-1 and Property A-2 as a result of the Improvements
must be increased by a minimum of 1 0% and must increase the annual tax by a
minimum of $500.O0. 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 af applicable Iaw.
3. The DA and the MAA are amended to strike Exhibit "A" therefrom and to
substitute in its place a new Exhibit "A-1" and Exhibit "A-2" as attached hereto.
4. The MAA attached to the DA as Exhibit "B" is stricken therefrom and substituted
in its place are an amended and restated MAA for Property A-1, attached hereto as Exhibit "B-
1 ", and an amended and restated MAA for Property A-2, attached hereto as Exhibit "B-1
5. Except as amended herein, the DA shall continue unmodified in full force and
effect. This Amendment is binding on the parties and the respective successors, assigns,
transferees and legal representatives of each. This Amendment may be executed in
counterparts, each of which shall be deemed an origina! and all of which, when taken together,
shall constitute a single instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Development
Agreement and Amendment and Restatement of Minimum Assessment Agreement as of the
date first set forth above.
[signatures on next page]
2
CEDAR VALLEY WAREHOUSE, LLC
By:
Brent Dahlstrom, Manager
ar_l rxi73[o Ty Al
CITY OF cAAT-ERLOO, IOWA
Byv,
rnest G. Clark, Mayor
BY.
Sc I
ares, City Clerk
) ss.
BLACK HAWK COUNTY )
This -record was acknowledged before me on 13
as Manager of Cedar Valley Warehouse, LLC.
CALI LYNN SORB.
o ° Commission Number 717870
: My Commission Expires
r A ril 6, 2016
STATE OF IOWA )
) ss.
BLACK HAWK COUNTY )
otary P lic
2015 by Brent Dahlstrom
This record was acknowledged before me on 2 t 2015 by Ernest G. Clark
and Suzy Schares, as Mayor and City Clerk, respectively, of the City of Waterloo, Iowa.
o.•^.; NANCYHIGBY
Notary Public
• COMMISSIONN0.7gR�9
n+r conqun slgo
EXE-JIBIT 'A-1"
Legal Description of Property A-1
Parcel "F" per PIat of Survey dated 10/11/2013 and recorded as Doc No. 2014-08122. (Parcel
no. 8913-08-226-023)
EXHIBIT "A-2"
Legal Descriptian of Property A-2
Lots 4 and 5, "South Port 2 Addition', City of Waterloo, Black Hawk County, Iowa, except
Parcel "F" per PIat of Survey dated 10/11/2013 and recorded as Doc. No. 201 4-08122. (Parcel
no. 8913-08-226-024)
EXHIBIT "B-1"
AMENDED AND RESTATED
MINIMUM ASSESSMENT AGREEMENT
This Amended and Restated Minimum Assessment Agreement (the
"Agreement") is entered into as of this ;1\0 day of n. ✓ 2015, by
and among the CITY OF WATERLOO, IOWA ("City"), Cedar Valley Warehouse, 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, as amended (the "Development Agreement') regarding
certain real property, described in Exhibit "A-1" thereto, located in the City, and in
connection with the original Development Agreement filed September 4, 2012 as Doc.
No. 2013-17082 the City and Company entered into a Minimum Assessment Agreement
dated August 23, 2012 (the "Original MAX); and
WHEREAS, pursuant to the original Development Agreement the Company has
completed the development of an area ("Project') within the City and within the Airport
Tax Increment Finance District; 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, 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 completed
improvements and the preliminary plans and specifications for the improvements (the
"Improvements") erected as a part of the Project; and
WHEREAS, the parties desire to amend and restate the Original MAA on the
terms set forth herein.
NOW, THEREFORE, the parties hereto, in consideration of the promises,
covenants, and agreements made by each other, do hereby agree as follows:
1. Upon substantial completion of construction of the Improvements by the
Company, the minimum actual taxable value which shall be fixed for assessment
purposes for the land and Improvements to be constructed thereon by the Company as
a part of the Project shall not be less than $262,320.00 (the "Minimum Actual Value")
until termination of this Agreement. The parties hereto agree that construction of the
Improvements has been substantially completed as required by the Development
Agreement.
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;
2018. 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.
The City shall not unreasonably withhold its consent to permit the Company to contest
its taxable valuations in full, commencing with the assessment of January 1, 2019.
3. This Agreement shall be promptly recorded by the City with the Recorder
of Black Hawk County, Iowa. The City shall pay all costs of recording.
4. Neither the preambles nor provisions of this Agreement are intended to, or
shall be construed as, modifying the terms of the Development Agreement.
5. This Agreement amends, restates, and supersedes the Original MAA as
applied to Property A-1 described on Exhibit A-1. 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 ATERLOO, IOWA
By:
Ernest G. Clark, Mayor
By:
Suzy Sch res, City Clerk
STATE OF IOWA
) ss.
COUNTY OF BLACK HAWK
CEDAR VALLEY WAREHOUSE, LLC
By:��
Brent Dahlstrom, Manager
On this A day of SfVkf �,i , 2015, before me, a Notary Public in
and for the State of Iowa, personally appeared Ernest G. Clark and Suzy Schares, 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 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.
"'"' • NANCY HIGnY
COMMISSION N0.%BB229
MY COMMIS 102E Y1RES
ow•
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Notaryubli
Subscribed and sworn to before me on &, 2015 by Brent
Dahlstrom as Manager of Cedar Valley Warehou e, LLC.
CALI LYNN SORBE
o Commission Number 777870
My Commission Expires
April B 2016
Notary Pu lic
CERTIFICATION OF ASSESSOR
The undersigned, having reviewed the plans and specifications forthe
improvements to be constructed and the market vaiue assigned to the land upon whch
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 foliows: The undersigned
Assessor, being egaily 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 shali not be
Iess than Two Hundred Sixty Two Thousand Three Hundred Twenty Dollars
($262,320.00) in the aggregate, until termination of this Minimum Assessment
Agreement pursuant to the terms hereof.
STATE OF IOWA
COUNTY OF BLACK HAWK
Ase46r for Black Hawk County, Iowa
Date
Subscribed and sworn to before me on c3} \
Koeriigsfeld, Assessorfor Black Hawk County, towa.
IARA JOHNSON
Comnissiofl Wumber 767457
My ComflhiSSiOfl Expirfts
A.d15 2017
,2015 byT.J.
u b 1
EXHIBIT `B-2"
AMENDED AND RESTATED
MINIMUM ASSESSMENT AGREEMENT
This Amended and Restated Minimum Assessment Agreement (the
"Agreement") is entered into as of this PASS day of 2015, by
and among the CITY OF WATERLOO, IOWA ("City"), Cedar Valley Warehouse, 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, as amended (the "Development Agreement') regarding
certain real property, described in Exhibit "A-2" thereto, located in the City, and in
connection with the original Development Agreement filed September 4, 2012 as Doc.
No. 2013-17082 the City and Company entered into a Minimum Assessment Agreement
dated August 23, 2012 (the "Original MAX); and
WHEREAS, pursuant to the original Development Agreement the Company has
completed the development of an area ("Project') within the City and within the Airport
Tax Increment Finance District; 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, 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 completed
improvements and the preliminary plans and specifications for the improvements (the
"Improvements") erected as a part of the Project; and
WHEREAS, the parties desire to amend and restate the Original MAA on the
terms set forth herein.
NOW, THEREFORE, the parties hereto, in consideration of the promises,
covenants, and agreements made by each other, do hereby agree as follows:
1. Upon substantial completion of construction of the Improvements by the
Company, the minimum actual taxable value which shall be fixed for assessment
purposes for the land and Improvements to be constructed thereon by the Company as
a part of the Project shall not be less than $1,597,880.00 (the "Minimum Actual Value")
until termination of this Agreement. The parties hereto agree that construction of the
Improvements has been substantially completed as required by the Development
Agreement.
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,
2018. 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.
The City shall not unreasonably withhold its consent to permit the Company to contest
its taxable valuations in full, commencing with the assessment of January 1, 2019.
3. This Agreement shall be promptly recorded by the City with the Recorder
of Black Hawk County, Iowa. The City shall pay all costs of recording.
4. Neither the preambles nor provisions of this Agreement are intended to, or
shall be construed as, modifying the terms of the Development Agreement.
5. This Agreement amends, restates, and supersedes the Original MAA as
applied to Property A-2 described on Exhibit A-2. 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 CEDAR VALLEY WAREHOUSE, LLC
By: r Ad— By:
Ernest G. Clark, Mayor Brent Dahlstrom, Manager
By:
Suzy Sc ares, City Clerk
STATE OF IOWA
) ss.
COUNTY OF BLACK HAWK )
c�
On this day of S 2015, before me, a Notary Public in
and for the State of Iowa, personally appeared Ernest G. Clark and Suzy Schares, 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 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.
NANCY HICyBY Nota Public
COMMISSION No IB8229 Notary
R M�Sg�N MIRES
ow•
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on 2015 by Brent
Dahlstrom as Manager of Cedar Valley Warehous , LLC.
tary Pub'
CALI LYNN 50RBE
" CommIsslon ril Number 777870
My Ammi81o2"Ol6 ues
CERTIFICATION OF ASSESSOR
The undersigned, having reviewed the plaris 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 foliows: The undersigned
Assessor, being legaily 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
Iess than One MiIhon Five Hundred Ninety -Seven Thousand Eight Hundred Eighty
Doliars ($1 ,597,880.O0) in the aggregate, until termination of this Minimum Assessment
Agreement pursuant to the terms hereof.
AssUss�'rjfor Black Hawk County, Iowa
Date
STATEOFIOWA )
ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on flA- ti- , 2015 by T.J.
Koenigsfeld, Assessor for B!ack Hawk County, Iowa.
TAM JOHNSON
Commissiorj Numbe, 767467
My Ccmmission Expires
AprH 5,2017
Notry Public