HomeMy WebLinkAboutA003 - Minimum Assessment Agreement for Lot Three (3) dated March 21, 2024 Instrument 0: 2024-02062
04/05/2024 09:24:24 AM Total Pages. 12
00 OTHER
Recording Fee $$ 62 00
Stacie Herridge, Recoi;�r I 1 torY��1��,,II�•��II� ,I III
o �
mill V1 rill II�18111 4 Ul m
C�
O
INSTRUMENT PREPARED BY: Bill Johnson, General Manager, Choice Commercial, LLC, 1409 Indianhead Drive East,
Menomonie,WI 54751
RETURN To: City Clerk,City of Ames,Iowa,515 Clark Ave.,Ames,1A 50010
The Legal Description of the Subject Property is set forth on Page 6 of this Agreement.
MINIMUM ASSESSMENT AGREEMENT
THIS MINIMUM ASSESSMENT AGREEMENT (this "Agreement") is made and
entered into this 2,Vlay of March, 2024, by and between the City of Ames, Iowa (the "City"),
and LML Commercial Holdings LLC, a Wisconsin limited liability company (collectively, with
the successors and assigns thereof, the "Owner"). The City and the Owner are hereinafter
collectively referred to as the "Parties" or individually as a "Party". This Agreement shall be
effective as of the date the last of the Parties hereto executes same (the "Effective Date").
RECITALS
WHEREAS, the City and Dayton Avenue Development LLC, an Iowa limited liability
company (the "Developer") entered into that certain Development Agreement For North Dayton
Avenue Industrial Park, dated October 11, 2022, and filed in the office of the Recorder of Story
County, Iowa, on October 14, 2022, as Instrument No. 2022-10047 (collectively, with any
amendments, replacements, substitutions, restatements, or other modifications thereto, the
"Development Agreement"); and,
WHEREAS, pursuant to the Development Agreement, the Developer has undertaken to
improve and otherwise develop the Property (as that term is defined in the Development
Agreement) all as more particularly set forth therein; and,
WHEREAS, Owner purchased from the Developer a certain portion of the Property
subject to the Development Agreement (the "Subject Property"), containing approximately 7.007
acres of land, identified as Lot 3 in the North Dayton Industrial Subdivision, Second Addition,
Ames, Story County, Iowa. Owner is in the process of constructing a Large Lot Building to be
located upon the Subject Property legally described on Exhibit 1, and, in furtherance thereof,
Owner either has provided or shall shortly provide the plans and specifications for the Large Lot
Building to be constructed and installed on the Subject Property to the City and the Ames City
Assessor (the "Assessor"); and,
WHEREAS, pursuant to the Development Agreement, the Developer has, among other
things, agreed that any and all buildings constructed on each Large Lot (each, a "Large Lot
309607373v.4
Building" and, collectively, the "Large Lot Buildings") (the Large Lots are legally described on
Exhibit 2 attached hereto) shall be subject to the imposition of a minimum assessed taxable value
requirement, which requires the execution and delivery by each Owner in the Property subject to
the Development Agreement to enter into an agreement with the City, regarding a minimum
assessed taxable value of its Large Lot Building based on the total area of each applicable Large
Lot; and,
WHEREAS, pursuant to Iowa Code § 403.6(19), as amended, the Parties desire to
establish the minimum assessed taxable value for the Large Lot Building to be constructed by
Owner,which amount is intended to be equal to the minimum actual value of the Subject Property
and, if applicable, the improvements constructed thereon; and
WHEREAS,the City and the Assessor either have reviewed or in the process of reviewing
the preliminary plans and specifications for the proposed Large Lot Building to be constructed on
the Subject Property.
NOW, THEREFORE, the Parties to this Agreement, in consideration of the foregoing
Recitals and the promises, covenants, and agreements made herein, do hereby agree as follows:
1. LARGE LOT BUILDING—SUBJECT PROPERTY. Upon the issuance of a Certificate
of Conformance for the Large Lot Building to be constructed on the Subject Property, and
continuing until termination of this Agreement with respect to each Large Lot Building, the
minimum assessed taxable value of said Large Lot Building shall be no less than [FOUR
HUNDRED FORTY-EIGHT THOUSAND NINE HUNDRED SIXTY-FIVE AND 32/100
DOLLARS ($448,965.32)] (the "Large Lot Building MAV") per acre of the total area of the
Subject Property as of the I" day of January of the year following the substantial completion of
said Large Lot Building and thereafter until this Agreement is terminated and/or inapplicable with
respect to the Large Lot Buildings.
2. TERMINATION OF REQUIREMENTS. The Parties further understand, acknowledge,
and agree that the requirement to maintain the Large Lot Building MAV shall terminate with
respect to the Subject Property and the Large Lots upon the expiration of the Developer Rebate
Schedule.
3. REAL PROPERTY TAX PAYMENTS. Owner, or its successors in title and ownership
of any portion of the Subject Property, shall pay or cause to be paid when due all real property
taxes and assessments payable with respect to all and any parts of the Subject Property in
accordance with the terms, provisions, and conditions of this Agreement. Such tax payments shall
be made without regard to: (a) any loss, complete or partial, to the Subject Property or the
improvements constructed thereon, (b) any interruption in, or discontinuance of, the use,
occupancy, ownership, or operation of the improvements constructed on the Subject Property, or
(c)any other matter or thing which for any reason interferes with,prevents, or renders burdensome
the use or occupancy of the Subject Property or the improvements constructed thereon. Owner
agrees that its obligations to make the tax payments required hereby, to pay the other sums
provided for herein, and to perform and observe its other agreements contained in this Agreement
shall be absolute and unconditional obligations of Owner or its successors in title and ownership
of any portion of the Subject Property.Nothing contained herein shall be deemed to waive Owner's
2
rights under Iowa Code § 403.6(19), as amended, to contest that portion of any actual value
assignment made by the Assessor in excess of the Large Lot Building MAV established herein. In
no event, however, shall Owner seek to reduce the actual value assigned below the Large Lot
Building MAV established herein during the term of this Agreement.
4. EMINENT DOMAIN. In the event that any portion of the Subject Property is taken
through the exercise of the power of eminent domain, the Large Lot Building MAV shall be
reduced by the same proportion as the value of the portion so taken bears to the value of the Subject
Property in its entirety immediately prior to such taking.
5. RECORDATION. This Agreement shall be promptly recorded by the City in the
office of the Recorder of Story County, Iowa. Such recording and filing shall constitute notice to
any subsequent encumbrancer of the Subject Property (or part thereof), whether voluntary or
involuntary, and this Agreement shall be binding and enforceable in its entirety against any such
subsequent encumbrancer, including, but not limited to, the owner and holder of any mortgage
encumbering the Subject Property. The Owner shall be solely liable for the costs of recording this
Agreement.
6. ADDITIONAL TERMS. The following terms and provisions are further agreed to by
the Parties as part and on consideration of this Agreement:
a. Neither the Recitals,preambles, or provisions of this Agreement are intended to, or
shall be construed as, modifying the terms of the Development Agreement. The
Recitals and preambles hereto, together with any and all exhibits and/or other
attachments hereto, are confirmed by the Parties as true and correct and are
incorporated herein by this reference as if fully set forth verbatim. The Recitals,
preambles, exhibits, and other attachments hereto are substantive, contractual parts
of this Agreement. The City represents to the Owner that the Developer is in full
compliance with the Developer's obligations set forth in the Development
Agreement with regard to the Subject Property and otherwise for the Property
subject to the Development Agreement.
b. This Agreement shall not be assignable without the written consent of the City and
shall be binding upon and inure to the benefit of and be enforceable by the Parties
hereto and their respective successors and permitted assigns.
c. This Agreement may be amended or modified and any of its terms, covenants,
representations, warranties, or conditions waived, only by a written instrument
executed by the Parties hereto, or in the ease of a waiver, by the Party waiving
compliance.
d. If any term, condition, or provision of this Agreement is, for any reason, held to be
illegal, invalid, unenforceable, or otherwise inoperable, such illegality, invalidity,
or inoperability shall not affect the remainder hereof, which shall at the time be
construed and enforced as if such illegal or invalid or inoperable portion were not
contained herein.
3
e. The Large Lot Building MAV herein established with respect to the Large Lots shall
be of no further force and effect and this Agreement shall terminate with respect to
the Subject Property and the Large Lots as of the applicable date(s) set forth herein
and pursuant to the terms and conditions hereof.
f. The Assessor Certificate attached hereto as Exhibit 3 and the Code Notice attached
hereto as Exhibit 4 comply with the terms and provisions of Iowa Code §403.6(19),
and the Developer shall record said instruments with this Agreement pursuant to
said Iowa Code § 403.6(19) and Section 5 of this Agreement.
g. Owner has provided a title opinion or lien or title search to the City listing all
lienholders of record as of the date of this Agreement, and, if applicable, all such
lienholders have signed a consent to this Agreement in substantially the same form
as the Lienholder Consent attached hereto as Exhibit 5, which consent(s) are
attached hereto and made a part hereof as if fully set forth verbatim.
(SIGNATURE PAGE FOLLOWS)
4
SIGNATURE PAGE OF
MINIMUM ASSESSMENT AGREEMENT
ClJo
gna,
W
B
Mayor
Attest by:
Re. ee Hall,'City Clerk
STATE OF IOWA,
SS.
COUNTY OF STORY,
On this 0'day of ,2024, before me,the undersigned,a Notary Public in and
for the State of Iowa,persona ly appeared John A. Haila,Major, and Renee Hall, City Clerk,to me
known to be the identical persons named in and who executed the foregoing instrument, and
acknowledged that they executed the same as their voluntary act and deed.
GRACE
Ea43947 1 C4
.a Notary Public, zde.of Iowa
My commission expires /b /�• �
LML COMMERCIAL HOLDINGS LLC
By: 'yW1
�f�,�,J Q•�J;® // �.,��,�, Manager
STATE OF ,�seoY�s,»
SS.
COUNTY OF
This instrument was acknowledged before me on this Way of rn —_, 2024,
by J crin T)a iA14 s a Manager as LML COMMERCIAL HOLDINGS LLC.
° �= OO�LEEN M• _* Nota Public, State of `
p�TERSON . �
C�
My commission
5
309607373v.4
EXHIBIT 1
SUBJECT PROPERTY- LEGAL DESCRIPTION
Lot Three (3), North Dayton Industrial Subdivision Second Addition,Ames, Story County, Iowa
..k
6
EXHIBIT 2
LARGE LOTS -LEGAL DESCRIPTIONS
Lots One (1), Two (2), Three (3), North Dayton Industrial Subdivision Second Addition, Ames,
Story County, Iowa
7
EXHIBIT 3
ASSESSOR CERTIFICATE
8
ASSESSOR CERTIFICATE
The undersigned, having reviewed the plans and specifications for the improvements to be
constructed upon the Subject Property described above, and the market values assigned to such
improvements, and being of the opinion that the minimum market values contained in the
foregoing Minimum Assessment Agreement appear reasonable, hereby certifies as follows:
The undersigned Assessor, being legally responsible for the assessment of the Subject
Property described above, upon completion of the improvements to be made and constructed on
said Subject Property, certifies that the actual value assigned to the Subject Property, inclusive of
the applicable improvements to be constructed thereon and exclusive of the land on which said
improvements are to be constructed, upon completion shall not be less than THREE MILLION
ONE HUNDRED FORTY-FIVE THOUSAND NINE HUNDRED AND 00/100 DOLLARS
($3,145,900.00).
Date: , 2024
c
AMES CITYASSESS
STATE OF IOWA, COUNTY OF STORY, SS:
Subscribed and sworn to before me by �U�r a �i ,Ames City Assessor for the
city of Ames, Iowa, on this day of r` , 2024.
Notary Pi lie, State of Iowa
My commission expires
%ALs FlENEE HALL
Commission NumiW 62714
M Comm lion Expires
9
EXHIBIT 4
CODE NOTICE
403.6 Powers of municipality.
The provisions of this chapter shall be liberally interpreted to achieve the purposes of this chapter.
Every municipality shall have all the powers necessary or convenient to carry out and effectuate
the purposes and provisions of this chapter, including the following powers in addition to others
herein granted:
-------------------
19. a. A municipality, upon entering into a development or redevelopment agreement pursuant to
section 403.8, subsection 1, or as otherwise permitted in this chapter, may enter into a written
assessment agreement with the developer of taxable property in the urban renewal area which
establishes a minimum actual value of the land and completed improvements to be made on the
land until a specified termination date which shall not be later than the date after which the tax
increment will no longer be remitted to the municipality pursuant to section 403.19, subsection 2.
The assessment agreement shall be presented to the appropriate assessor.The assessor shall review
the plans and specifications for the improvements to be made and if the minimum actual value
contained in the assessment agreement appears to be reasonable, the assessor shall execute the
following certification upon the agreement:
The undersigned assessor,being legally responsible for the assessment of the above
described property upon completion of the improvements to be made on it,certifies
that the actual value assigned to that land and improvements upon completion shall
not be less than $............................ .
b. This assessment agreement with the certification of the assessor and a copy of this subsection
shall be filed in the office of the county recorder of the county where the property is located. Upon
completion of the improvements, the assessor shall value the property as required by law, except
that the actual value shall not be less than the minimum actual value contained in the assessment
agreement. This subsection does not prohibit the assessor from assigning a higher actual value to
the property or prohibit the owner from seeking administrative or legal remedies to reduce the
actual value assigned except that the actual value shall not be reduced below the minimum actual
value contained in the assessment agreement.An assessor,county auditor,board of review,director
of revenue, or court of this state shall not reduce or order the reduction of the actual value below
the minimum actual value in the agreement during the term of the agreement regardless of the
actual value which may result from the incomplete construction of improvements, destruction or
diminution by any cause, insured or uninsured, except in the case of acquisition or reacquisition
of the property by a public entity. Recording of an assessment agreement complying with this
subsection constitutes notice of the assessment agreement to a subsequent purchaser or
encumbrancer of the land or any part of it, whether voluntary or involuntary, and is binding upon
a subsequent purchaser or encumbrancer,
10
EXHIBIT 5
LIENHOLDER CONSENT
To be used if any lienholders are identified upon review of the title opinion or lien or title search
referenced in Section 6(g). If no lienholders are identified, the attached Lienholder Consent is not
required to be completed.
11
B
LIENHOLDER CONSENT
For valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and notwithstanding anything in any loan or security agreement to the contrary, the undersigned
Lienholder ratifies, approves, consents to, and confirms the Minimum Assessment Agreement
entered into between the Parties, and agrees to be bound by its terms and subordinates any
previously acquired mortgage, lien, or other interest in the Property to the City of Ames, Iowa.
Bremer Bank National Association , Lienholder
By. U4 -
Matthew A. Flannery �,ViW-President
NAME TITLE
STATE OF W I ,
SS.
COUNTY OF
Thi instrument was ackngw, ledgpqbefore me on thi day of , 2024, by
s the �of
5e`,,pt010FP09yyyyyyy
OTAR 4ry , tat o'' io pir
—®— =
g '�C130 2
Op lis
2
309607373 v.2