HomeMy WebLinkAboutNorth Crossing, LLC-1/25/2016'lease return 51115 copy to:
City Clerk & Finance Dept.
715 Mulberry St.
Waterloo, IA 50703
p'apa'w
rntortnsnm: Christopher S. Wendlend. PO Box 590. Waterloo. Iowa 50704 (3191 234-5701
Name Addroos CIIy Phona
MASTER DEVELOPMENT AGREEMENT
This Master Development Agreement (the "Agreement") is entered into as of
�unka e , 2016, by and between North Crossing, LLC (the "Company") and
the City of Waterloo, Iowa (the "City"). Benjamin Stroh is a principal of Company and
executes the personal guaranty at the end of this Agreement for the purposes stated
therein.
RECITALS
A. In furtherance of the objectives of Chapter 403 of the Code of Iowa, 2015,
as amended (the "Urban Renewal Act"), City is engaged in carrying out
urban renewal project activities In an area known as the East Waterloo
Unified Urban Renewal and Redevelopment Plan Area, formerly known as
the Logan Plaza Urban Renewal and Redevelopment Plan Area ("Urban
Renewal Area").
B. 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.
C. Company is willing and able to finance and construct buildings and related
improvements on property located In the Urban Renewal Area, generally
located in the area lying northeasterly of the intersection of Logan Avenue
and Donald Street, and legally described on Exhibit "A" attached hereto
(the "Property").
D. City believes that the development of the Property 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.
DEVELOPMENT AGREEMENT
Page 2
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties agree as follows:
1. Phased Development. The parties contemplate that Company will
develop the Property in a series of projects. Each project is generally described as
follows, although more detailed plans for each project will be developed in the future:
A. Pro(ect 1. Phase 1. A medical facility consisting of at least 24,000
square feet. Project 1 Improvements will have an assessed value upon
completion of no less than $4,500,000.
B. Protect 1. Phase 2. A medical facility consisting of not less than
13,600 square feet. Project 2 Improvements will have an assessed value upon
completion of no less than $2,000,000.
C. Proiect 3. A convenience store having an assessed value upon
completion of no less than $2,000,000.
D. prosect 4. A full-service restaurant having an assessed value upon
completion of no less than $1,000,000.
In connection with each separate project, Company and City agree to enter into a
supplemental development agreement ("SDA") hereto and to enter into a minimum
assessment agreement applicable to such project. City may require that Company
submit specific building designs and site plans for City review and approval as a
condition to approval of an SDA applicable to a given project. Improvements to the
Property completed within the schedule established by Section 4 below will be eligible
for the benefits provided for In this Agreement, and any part of the Improvements not
completed within the prescribed period will not be eligible for said benefits.
2. Land Acquisition. In order to fulfill its development obligations under this
Agreement, Company will acquire title to the Property as follows:
A. All real estate currently owned by Logan Plaza, consisting of
assessor parcel nos. 8913-12-351-011,8913-12-351-013, and 8913-12-351-020
(the "LP Property").
B. The real estate currently owned by CHMA Holdings LLC, which is a
former bank facility consisting of assessor parcel no. 8913-12-351-008.
C. All real estate currently owned by Menard Inc., consisting of
assessor parcel nos. 8913-12-351-019,8913-12-301-005,8913-12-301-006, and
8913-12-326-003, described on Exhibit "Ir attached hereto (the "Menard
Property").
DEVELOPMENT AGREEMENT
Page 3
The Property will be divided into areas corresponding to each project (each a "Project
Area"). The Project Area for a given project will be defined in the applicable SDA
3. Improvements by Company. Company shall construct on each Project
Area the improvements described in Section 1 above, including related parking,
landscape, and other improvement to the buildings and grounds (collectively, the
"Improvements"). Parking for each phase of Improvements shall meet City's minimum
requirements based on building use, occupancy, and future intended development on
the Property. The Improvements shall be constructed in accordance with all applicable
City, state, and federal building codes and shall comply with all applicable City
ordinances and other applicable law. it is contemplated that the Improvements for a
given project will have a cost as set forth in the SDA applicable to that project. 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 "Projects".
To prepare for the Improvements, within six (6) months following
Company's acquisition of title to the LP Property or approval of this Agreement by the
Waterloo City Council, whichever occurs later, Company will demolish the old Logan
Plaza shopping center, remove all debris, and level the site to grade, all at its own
expense.
4. City Activities to Aid Projects. In addition to the property tax rebates
provided for in Section 9 below, the City agrees to undertake each of the following
development -related activities at its own expense:
A. Purchase of Menard Property; Development Option. After
Company has acquired fee simple title to the Menard Property, City will purchase
the portion of Menard Property determined to be "Excess Property" from
Company at a price equal to one (1) payment of $1,000,000.00 due at closing or
July 15, 2017, whichever is later, and seven (7) subsequent annual payments of
$1,000,000.00 each. That portion of the purchase price that exceeds the fair
market value of the Excess Property is paid to Company as a development grant
in recognition of the substantial investments that Company will make to
assemble the Property and to carry out the Projects under this Agreement. The
parties agree that said payments include imputed interest. No less than fourteen
(14) days prior to the anticipated date of closing, Company shall, at its own
expense, deliver to City an updated abstract of title. If title is unmarketable or
subject to matters not acceptable to the City, Company shall remedy or remove
such objectionable matters in timely fashion following written notice of such
objections from City. At closing, Company shall convey fee simple title to the
Excess Property by warranty deed, free and clear of all liens, claims or
encumbrances except: (a) easements, conditions, and restrictions of record
which do not, In City's reasonable opinion, interfere with City's proposed use; (b)
current and future real property taxes and assessments subject to the
agreements made herein; (c) general utility and right-of-way easements serving
DEVELOPMENT AGREEMENT
Page 4
the Excess Property; and (d) restrictions imposed by City zoning ordinances and
other applicable law.
Subject to Company's faithful and timely performance of its obligations under this
Agreement and further subject to the terms of this paragraph, until December 31,
2025 Company shall have the preferred right to negotiate with City for the
development of such real estate, or one or more parts thereof, on terms mutually
agreeable to the parties, including but not limited to the repurchase of land in any
given instance for the sum of $1.00. Company may exercise its right under this
paragraph any number of times before December 31, 2025. City shall have the
right to require that Company provide new development in connection with said
repurchase, in accordance with city polices for economic development. As the
sole exception to Company's right as stated above, City may convey the Excess
Property or any part thereof to the developer of a project that, in the City's
reasonable Judgment, is in harmony with general layout and design features of
surrounding Improvements made by Company or others on the Property and
adjacent properties, provides for acceptable flow of traffic in harmony with such
surrounding Improvements, satisfies other development criteria set by City, and
includes a building of no less than 50,000 square feet.
B. Street Frontage. Subject to compliance with any procedures
required by Iowa Code Chapter 306 or other applicable law, City shall vacate the
Logan Avenue frontage road that abuts the Property and convey it to Company
by quit claim deed for $1.00. The actual area to be vacated shall be determined
after consultation with neighboring car wash and food service businesses to
address any issues with access and traffic circulation. Any conveyance of
vacated land shall be subject to easements for utilities and public infrastructure.
C. Support for Applications. City agrees that it will cooperate in good
faith with Company and, if necessary for program requirements, sponsor
Company applications for available state tax credits and/or rebates, and other
available government funding, if Company chooses to make such application.
D. Future Approvals. 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 taw or constitutional
provisions and procedures consistent with City's lawful authority, including but
not Limited to approval of City's financial obligations, amendments to the urban
renewal plan, and other requirements of the Urban Renewal Act.
5. Timeliness of Conveyance and Construction. The parties agree that
Company's commitment to undertake the Projects and to construct the Improvements
in a timely manner constitutes a material inducement for the City to furnish to Company
the incentives provided for in this Agreement, and that without said commitment City
would not do so. Subject to the terms of this Agreement, Company shall substantially
complete construction of Improvements for a given project no later than the dates set
forth below:
DEVELOPMENT AGREEMENT
Page 5
Project 1, Phase 1 deadline:
Project 1, Phase 2 deadline:
Project 2 deadline:
Project 3 deadline:
Complete by 12/31/2016
Complete by 12/31/2019
Complete by 12/31/2017
Complete by 12/31/2018
If Company does not comply with the deadline applicable to a given protect, then at
City's option the tax rebate incentives provided by this Agreement may be forfeited and
canceled with respect to such project. If development 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 deadline for construction of any
project or for all uncompleted Projects shall be tolled for a period of time equal to the
period of such stoppage or delay. All such stoppages or delays shall be documented In
writing between the parties.
6. Regulatory Approvals. Company acknowledges and agrees that the
Projects will require Company to obtain various approvals from the City of Waterloo
and/or other applicable govemmental authorities, including but not limited to zoning, site
plan, subdivision, building permit and other approvals required or necessary for
Company's proposed Improvements to the Property. To optimize coordination of
project plans and development with such approvals, Company agrees to participate
regularly and in good faith In the project management/design-build management
(PMT/DBMT) process applicable to the Property, if any, for design issues, landscape
design, parking, construction documents, and other matters.
7. Utilities. Company will be responsible for extending water, sewer,
telephone, telecommunications, electric, gas and other utility services to any location on
the Property and for payment of any associated connection fees.
8. 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 any portion of the
Property conveyed to Company hereunder. In connection with Improvements for each
project, and as a condition to receiving the benefits provided for in this Agreement,
Company agrees to execute a minimum assessment agreement substantially In the
form attached hereto as Exhibit "C" and to have the holder of any lien or mortgage
senior to such minimum assessment agreement execute a consent to the terms
thereof. Company agrees that each Protect completed under this Agreement shall be
taxable as commercial property and shall not be exempt from taxation during any period
in which the minimum assessment agreement is in force with respect to such Project
Area. Company further agrees that prior to the date set forth in Section 2 of such
minimum assessment agreement it will not seek or cause a reduction in the taxable
valuation for the Property, which shall be fixed for assessment purposes, below the
amount stated in the minimum assessment agreement applicable to a given project (the
"Minimum Actual Value"), through:
DEVELOPMENT AGREEMENT
Page 6
either; (1)
willful destruction of the Property, the Improvements, or any part of
(11) 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.
9. Tax Rebates. For each Project Area, provided that Company has
completed the Improvements as set forth herein and has executed an SDA and a
minimum assessment agreement as set forth in this Agreement, City agrees to rebate
property tax (with the exceptions noted below) as follows:
Year One through Year Ten 50% rebate each year
for any taxable value over the base assessed value that will be identified in the SDA
applicable to the Project Area. 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.
The taxable value of each Project Area 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; rebates will be paid only on funds
identified as tax increment funds. If Company obtains tax exemptions for a Project
Area under the Consolidated Urban Renewal Area (CURA) program, then rebates will
be forfeited for any fiscal year in which an exemption applies.
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
in the Project Area, and in any event not based on a prior year for which the
assessment is based solely upon (x) the value of the Property or a Protect Area or upon
(y) the value of the Property or a Project Area and a partial value of the Improvements
due to partial completion of the Improvements or a partial tax year.
10. Representations and Warranties of City. City hereby represents and
warrants as follows:
A. City is not prohibited from consummating the transaction
contemplated in this Agreement by any law, regulation, agreement, instrument,
restriction, order or judgment.
DEVELOPMENT AGREEMENT
Page 7
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.
11. Representations and Warranties of Company. Company hereby
represents and warrants as follows:
A. Company is not prohibited from consummating the transaction
contemplated in this Agreement by any law, regulation, agreement, instrument,
restriction, order or judgment.
B. Company 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.
C. Company has full right, title, and authority to execute and perform
this Agreement and to consummate all of the transactions contemplated herein,
and each person who executes and delivers this Agreement and all documents
to be delivered to City hereunder is and shall be authorized to do so on behalf of
Company.
12. Restriction on Assignment or Conveyance; Sharing of Proceeds.
Company agrees that it will not sell, convey, assign or otherwise transfer, In whole or in
part, to any other person or entity, its interest In any Project Area before completion of
all Improvements to be made upon such Protect Area 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. As a further condition to the granting of such consent,
the parties agree to negotiate in good faith for Company's sharing of sale proceeds with
City as partial reimbursement to City for its expenses relating to Its activities In support
of the Project and in assembling the Menard Property.
13. 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.
14. 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 mall, postage prepaid, or by facsimile (with an additional copy delivered by one
of the foregoing means), and addressed:
DEVELOPMENT AGREEMENT
Page 8
(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 808 Dearborn Avenue, Waterloo, IA, 50703,
Attention: Benjamin Stroh, with copy to Eric Johnson, Beecher Law Firm, 620
Lafayette Street, Waterloo, Iowa 50703.
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 ovemight
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.
15. 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.
16. 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,
17. Severability. 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.
18. 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.
DEVELOPMENT AGREEMENT
Page 9
19. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
20. 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.
21. 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.
22. Time of Essence. Time is of the essence of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Master Development
Agreement by their duly authorized representatives as of the date first set forth above.
[signatures on next page]
DEVELOPMENT AGREEMENT
Page 10
CITY OF WATERLOO, IOWA NORT
By:
Quentin Hart, Mayor
C
Attest:
Suzy Schas, Ci lerk
By:
Ben amin ' troh, Manager
PERSONAL GUARANTY. The undersigned, being either an officer, shareholder,
manager, or member of Company, hereby agree for themselves and their heirs,
personal representatives, and assigns, to unconditionally guarantee to City, its
successor d assigns, the full and prompt performance by Company, its successors
ant as i s, of all pr•mi es and covenants on the part of Company to be performed
pu = nt to the for= • oing Agreement, including but not limited to the duties of indemnity
set • h there. lability of multiple guarantors hereunder is joint and several.
/., ...�_ `/0
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EXHIBIT "A"
Legal Description of Property
UNPLATTED WATERLOO EAST SW SW SEC 12 T 89 R 13 EXC E 33 FT & EXC W 100 FT & EXC
THAT PART THEREOF DESC AS COM AT SE COR SW SW TH N ALONG E UNE SAID SW SW 33 FT
TO NLY LINE E DONALD ST TH W ALONG SAID NLY LINE 478.61 FT TH N 50.01 FT TO PT OF BEG
TH W 160 FT TH N 150 FT TH E 160 FT TH S 150 FT TO PT OF BEG & EXC THOSE PARTS
CONVEYED FOR RD B 111 P 431 & B 433 P 649 & B 542 P 66 & 6 548 P 716 & EXC THAT PART
DESC AS COM ATA PT ON S LINE SW WHICH 1S 100 FT E OF SW COR SAID SW TH N PARALLEL
WITH W LINE SAID SW 49.72 FT TO N LINE OF DONALD ST & THE PT OF BEG TH N PARALLEL
WITH SAID W LINE 300.38 FT TH E 156 FT PAR WITH TH S LINE SAID SW TH S PARALLEL WITH W
UNE SAID SW 302.5 FT TO N LINE DONALD ST SAID PT BEING 47.5 FT N OF S LINE SAID SW TH
W ALONG N LINE OF DONALD ST 156.02 FT TO PT OF BEG & EXC THAT PART PLATTED TO
LOGAN PLAZA FIRST ADDITION EXC COM AT THE SE COR OF SAID SW 1/4 OF THE SW 1/4 TH N
ALONG E LINE OF SAID SW 1/4 A DIST OF 33 FT TH N 89 DEG 51 SEC W 33 FT TO THE PT OF BEG
WHICH IS THE INTERSECTION OF THE WLY ROW LINE OF E 4TH ST & THE NLY ROW LINE OF
DONALD ST TH N 89 DEG 51 SEC W ALONG SAID NLY ROW LINE 445.61 FT TH N A DIST OF 200.1
FT TH N 89 DEG 51 SEC 185 FT TH N 308.41 FT TH S 89 DEG 51 MIN E 628.30 FT TO THE WLY
ROW LINE OF E 4TH ST TH S ALONG SAID WLY ROW LINE 608.45 FT TO PT OF BEG ALSO EXC
LOT 1 MENARD LOGAN MINOR PLAT.
AND
LOGAN PLAZA FIRST ADDITION LOT 1.
AND
LOGAN PLAZA FIRST ADDITION TRACT A.
EXHIBIT "B"
Description of Menard Property
(to be formally described as per abstract of title)
NW SW SEC 12T89R13EXC N291,05FT& EXC N120FTS136FTW363FT&EXC HWYEXC
PARCEL "0" OF PLAT OF SURVEY DOC #2003-05489 BEING THAT PART OF SW 1/4 SEC 12 T 89 R
13 DESC AS N 260 FT OF E 680 FT OF THAT PART OF SAID 1/4 LYING S OF RALSTON RD AS
ESTABLISHED AND AQUIRED BY CITY OF WATERLOO IN 470 DEEDS 476 AND LYING W OF W
LINE OF E FOURTH STREET; and
UNPLATTED WATERLOO EAST N 120 FT S 136 FT W 363 FT NW SW SEC 12 T 89 R 13 EXC HWY B
548 P 279; and
ALL THAT PART OF SW 1/4 SW 1/4 SEC 12 T 89 R 13 DESC AS FOL COM AT SE COR OF SW 1/4
SW 1/4 TH ALONG E LINE OF SW 1/4 SW 1/4 33 FT TO N ROW OF DONALD ST TH N 89 DEG 55
MIN 15 SEC W 33 FT TO W ROW OF E 4TH ST & THE SE COR OF PARCEL F (REC AS DOC 2004
22550) TH N 608.48 FT ALONG SAID W ROW TO NE COR PARCEL E (REC AS DOC 2003 33301) &
PT OF BEG TH N 89 DEG 55 MIN 30 SEC W 628.15 FT TO NW COR OF SAID PARCEL E TH N 129.41
FT TH S 89 DEG 9 MIN 36 SEC W 201.09 FT TH N 28 FT TH S 89 DEG 9 MIN 36 SEC W 209.01 FT TH
N 378.30 FT IN PART ALONG E LINE OF LOT 1 & LOT 2 OF LOGAN PLAZA FIRST ADDITION TH N 89
DEG 10 MIN 9 SEC E 63.05 FT ALONG 5 LINE OF TRACT A IN SAID ADDN TO SE COR OF SAID
TRACT A TH N 239.29 FT ALONG E LINE OF TRACT A & LOT 3 OF SAID ADDN TO NE COR OF SAID
LOT 3 & N LINE OF SW 1/4 SW 1/4TH S 89 DEG 38 MIN 8 SEC E 973.47 FT ALONG SAID N UNE TO
W ROW OF E 4TH ST TH S 776.94 FT ALONG SAID W ROW TO PT OF BEG AKA LOT 1 OF MENARD
LOGAN MINOR PLAT; and
PART OF NE 1/4 SW 1/4 SEC 12 T 89 R 13 COM AT 8 1/4 COR SEC 12 TH N ALONG E LINE SW 1/4
OF SAID SEC 121310.60 TO PT OF BEG TH S 89 DEG 38 MIN 6 SEC W ALONG S LINE OF NE 1/4
SW 1/4 OF SAID SEC 1297.78 FT TO E ROW OF E 4TH ST TH N ALONG SAID E ROW 667.02 FT TH
889 DEG 66 MIN 60 SEC E 1032.27 FT TH 8 66 DEG 38 MIN 16 SEC E 294.10 FT TO E LINE OF NE
1/4 SW 1/4 OF SAID SEC TH S ALONG E LINE 536.47 FT TO PT OF BEG.
EXHIBIT "C"
Form of
Minimum Assessment Agreement
[to be executed only in connection with a supplemental development agreement]
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as of
by and among the CITY OF WATERLOO, IOWA
("City"), NORTH CROSSING, 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 "DA"), supplemental to a master development
agreement entered into between said parties, regarding certain real property described
therein located in the City of Waterloo; and
WHEREAS, it is contemplated that pursuant to the DA, the Company will
undertake the development of an area (a "Project") within the City and within the East
Waterloo Unified Urban Renewal and Redevelopment Plan Area, formerly known as the
Logan Plaza Urban Renewal and Redevelopment Plan Area; and
WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the
Company desire to establish a minimum actual value for the land and the building(s)
pursuant to this Agreement and applicable only to the Project, which shall be effective
upon substantial completion of the Project and from then until this Agreement is
terminated pursuant to the terms herein and which is intended to reflect the minimum
actual value of the land and buildings as to the Project only; and
WHEREAS, the City and the Assessor have reviewed the preliminary plans and
specifications for the improvements (the "Improvements") which the parties contemplate
will be erected as a part of the Project.
NOW, THEREFORE, the parties hereto, in consideration of the promises,
covenants, and agreements made by each other, do hereby agree as follows:
1. Upon substantial completion of construction of the Improvements by the
Company upon the real property described on Exhibit "A" attached hereto, 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 $ (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
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,
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.
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 DA.
5. Company has provided to the City a listing all lienholders of record as of
the date of this Assessment Agreement, and all such lienholders have signed consents
to this Minimum Assessment Agreement, which consents are attached hereto and
made a part hereof.
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 officers as of the date first set forth above.
CITY OF WATERLOO, IOWA NORTH CROSSING, LLC
By: By:
, Mayor , Manager
By:
, City Clerk
STATE OF IOWA
) ss.
COUNTY OF BLACK HAWK
On this day of , before me, a Notary Public in and
for the State of Iowa, personally appeared and
, 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.
Notary Public
STATE OF IOWA
) ss.
COUNTY OF BLACK HAWK
Subscribed and sworn to before me on , by
as Manager of North Crossing, LLC.
Notary Public
LIENHOLDER'S CONSENT
The undersigned lienholder hereby consents to the foregoing Minimum Assessment
Agreement and agrees to be bound thereby.
NAME OF LIENHOLDER:
By:
Signature
Title:
Date
STATE OF
COUNTY OF
) ss.
Acknowledged before me on by
as of
Notary Public
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 Dollars ($ ) until termination
of this Minimum Assessment Agreement pursuant to the terms hereof.
STATE OF IOWA
) ss.
COUNTY OF BLACK HAWK
Assessor for Black Hawk County, Iowa
Subscribed and sworn to before me on
Date
Notary Public
FUTURE THROUGH STREET
• • rL
CLINIC ID
.......FUTURE CSV :
PRELIMINARY CONCEPT
LOGAN DEVELOPMENT PLANNING
2i JANUARY 2016
1" = 200