HomeMy WebLinkAboutBread to Beer, LLC Development Agreement (Recorded)-9/8/2015lIIll II 0 II0 IIII0I 110111111111111111111111111111111 II
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Slaok Nawk County Iowa
SANDIE L. SMITH REC0RDER
F11e2016-00006 142
C ; Liasrloo
Prepared by Chris Wendland, Clark, Butier, Walsh & Hamann. P0 Box 596. Waterloo, IA, 50704, (319)234-5701.
DEVELOPMENTAGREEMENT
This Development Agreement (the "Agreement") is entered into as of
/ 2015, byand between Bread to Beer, LLC ("Company") and the
City of Waterloo, Iowa ("City").
RECITALS
A. City considers economic development within the City a benefit to the
community and is wiHing for the overall good and welfare of the
community to provide financial incentives so as to encourage that goal.
B. Company is wilting and able to finance and redevelop a building and
related improvements on property Iocated in the City of Waterloo within
the Downtown Urban Renewal and Redevelopment PIan area.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties agree as foliows:
1. Sale of Property. Sub]ect to the terms and conditions of this Agreement,
City wili convey to Company for the surn of $1 .00 the real property described on Exhibit
"A" attached hereto ("Property"), consisting of assessor parcel nos. 8913-26-227-002
and 8913-26-227-001.
2. Improvements by Company. Subject to the provisions of Sections 4.B
and 6, Company shafl redevelop the building for its business and related commercial
spaces, and shall construct retated parking and Iandscaping (the "tmprovements"), all of
which shaH be Iocated on the Property. The total current square footage of the building
is approximately 41,000 square feet.
A. General terms. Company will redevelop the entire Property. The
initial plan is to demolish approximately 6,000 square feet of existing bullding
space at the west end of the building Iocated on the Property and removat or
demolition of equipment inside the building. The building area demolished wifl
be redeveloped as a parking lot (the "Lot") by City and as a bier garten by
Company. The scope of demolition rnay be affected by requirements for the
Project to qualify for historic tax credits. The Property, the Jmprovements, and all
site preparation and development -related work to make the Property usable for
Company's purposes as contemplated by this Agreement are collectivety
referrcdir csiho "Project". The imprcvernents shail be constructed in
accordance with all applicable City, state, and federal building codes and shau
comply with all applicable City ordinances and other applicable Iaw. Company's
renovation of the building will preserve, to the extent reasonably possible, an
open ceiling design that includes existing beanis and truss supports for the roof.
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(Q)
It is contemplated that the Property together with the lmprovements will have a
total value upon completion of no iess than $3,000,000.O0.
B. PIan review. The Improvements shaU generaily conform to plans
and concepts previously presented to City. Company will submit an additionat
set of plans to City for review and approval by City and its Project Management /
Design -Build Managenient Team (PMT/DBMT). The plans witi remain
conceptual in nature. The plans will not be final construction ptans. The plans
will include general building design features and a proposed streetscape design.
The plans will not define the specifio materials to be used for finishes of interior
surfaces, but will provide such information with respect to exterior surfaces. The
plans will depict signage, but signage will be subject to change based on cost.
Plans are subject to approval as set forth in Section 9.
C. Conveyance of Lot. Within thirty (30) days after completirig
demolition and clearance of the Lot area, Company will convey same to City by
special warranty deed, free and clear of all encumbrances except: (a)
easements, conditions, and restrictions of record which do not, in City's
reasonab!e opinion, interfere with City's proposed use; (b) current and future real
property taxes and assessments subject to the agreernents made herein; and (c)
general utility and right-ofway easements serving the Property which do not, in
City's reasonable opinion, interfere w!th City's proposed use. City will pay for
any FIat of Survey necessary to accomplish this conveyance.
3. Project Assistance. City shali provide the foliowing development
assistance to the Project at its own expense, in addition to tax rebates as set forth in
Section 8:
A. Develo�ment Grant. To assist Company in defraying the
reasonable costs of deniolition, construction, and other Project activities, City will
make a grantto Company in the total maximum arnount of $160,000, disbursed
in the aliotments noted below upon completion of each of the corresponding
activities.
Removal of non -historic contents $20,000
11. Demolition $30,000
Ui. Construction of Lot $50,000
iv. New water & sanitary sewer
service lines $25,000
v. Storm sewer & roof drainage
improvements $35,000
If any separate activity is not undertaken, or 15 not completed by the
Completion Date (defined betow), then the grant amount allocated to such
activity shall be forfeited. Company's entitlement to any distribution under this
paragraph shal! be conditioned upon presentation of final contractor invoices for
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work done with respect to such activity or other evidence of completion that 15
reasonably satisfactory to City.
B. Asbestos. Within thirty (30) days after the date of this Agreement,
City will complete asbestos testing of the existing building and will share a copy
of the report with Company. Within ten (10) days of the receipt the report, the
parties will agree upon any asbestos -containing fixtures, equipment or features
that should be preserved for their historic value or for other reasons. City will
properly rernove all remaining asbestos -containing material from the interior of
the premises no later than sixty (60) days after the date of this Agreement.
C. Storrn water manaqement. City wiu install such public
infrastructure as may be necessary to facilitate compliance with a storm water
management plan, provided that Company will be solely responsibie for any
costs relating to existing or new private infrastructure on the Property or to
extending any private service lines to the newly constructed public infrastructure.
City will complete the construction of the public infrastructure in conjunction with
Company's redevelopment of the Property 50 as not to delay Company's
completion of the Improvements.
D. Streetscapinq. As part of downtown improvements to be made in
conjunction with planned reconstruction for the Highway 63 project, City wil!
complete the construction and instaliation of streetscaping that is consistent with
the character and general design elements of streetscaping that currently exists
in nearby blocks that have been rehabilitated. All streetscaping will be in
accordance with the plans submitted by Company pursuant to Section 2(B)
above if approved by City pursuant to the plan approval process provided for in
Section 9 beiow. City will complete the streetscape work on or along the biock
on which the Property is Iocated on or before October 31, 2016.
4. Timeliness of Construction; Possibitity of Reverter.
A. The parties agree that Company's comrnitment to construct the
Improvements in tim&y fashion constitutes a material inducement for the City to
convey the Property and that without Company's committment City would not
have agreed to make the incentives described in this Agreernent available to
Company. Company must substantially complete construction of the
Jmprovernents within fifteen (15) months after the City approves Company's
plans pursuant to Section 9 and City obtaining any approvals it deerns necessary
for amendment of the urban renewal plan applicable to the Property or the
Project area pursuant to Section 16 (the "Completion Date"). However, if
Company can demonstrate to City that additional time is needed to complete the
Improvernents due to delays resulting from the historic tax credit approval
process or an Unavoidable Delay as defined in subsection E below, then the
parties shall amend this Agreement to provide for a reasonable extension of the
Completion Date.
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2. If Company has not obtained a buflding permit and begun the
Project work within thirty (30) days after City approves Company's plans
pursuant to Section 9 and City obtains any approvals it deems necessary for
amendment of the urban renewal plan applicable to the Property or the Project
area pursuant to Section 16 (the "Commencernent Date"), then at its sole option
City may cancei this Agreernent without further ob!igation by either party.
C. If a building permit has not been obtained or Project work has not
begun by the Commencement Date, but the development of the Project is still
mminent, the City Council may, but shall not be required to, grant an extension
of time for the construction of the !mprovements, and if an extension is granted
but construction ofthe Improvements has not begun within such extended
period, then at its sole option City may cancel this Agreement without further
obligation by either party.
D. Notwithstanding the provisions of subsection 2. and C. above, the
City may not cancel this Agreement due to the Company's failure to obtain a
building permit or begin the Project work by the Commencement Date if such
failure is due to an Unavoidable Delay as defined in subsection E below. In
such circumstance, the requirement that the building permit and commencement
of Project work occur by the Cornmencement Date shall be tolted for a period of
time equal to the Unavoidable Delay.
E. If construction is not commenced by the Commencement Date or
extension thereof as a result of an act of God, war, civil disturbance, court order,
labor dispute, fire, weather, unavailability of materia!s or supplies, a failure on the
part of City to fuIfiII its obligations under Sections 3.A thru 3.D or Sections 6, 9 or
16, or other cause beyond the reasonable control of Company (an "Unavoidable
Delay"), the requirement that construction is to be cornmenced by the
Commencement Date shall be toHed for a period of time equal to the period of
the Unavoidable Detay (the "TolIed Period"), and thereafter if construction is not
comnienced within the Totted Period, then title to the Property shalt revert to the
City. Similarly, if construction has commenced in a timely manner but is stopped
and/or delayed as a result of Unavoidable Delay, the requirement that
construction is to be substantially completed by the Completion Date shall be
totted for the Totled Period, and thereafter if construction 5 not substantially
compteted within the ToIled Period, Company shall forfeit its entitlement to the
tax rebates provided in this Agreement.
F. Upon written request of the Company after issuance of an
occupancy permit for the Project, the City wiU furnish the Company with a
Certificate of Completion in recordable form. Such Certificate of Cornptetion
shall be a conctusive determination of satisfactory termination of the covenants
and conditions of this Agreement with respect to the obligations of the Company
to cause construction ofthe Improvements. The Certificate of Completion may
be recorded in the Biack Hawk County Recorder's office at the Company's sole
expense. If the City shall refuse or fail to provide a Certificate of Completion in
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accordance with the provisions of this Section, the City shall, within twenty (20)
days after written request by the Company, provide to the Company a written
statement indicating in adequate detafl in what respects the Company has failed
to complete the Improvements in accordance with the provisions of this
Agreement, or is otherwise in default under the terms af this Agreement, and
what measures or acts will be necessary, in the opiriion of the City, for the
Company to take or perform in order to obtain such Certificate of Completion.
5. Reverter of TitIe; tndemnity. In the event of any reverter of title,
Company agrees that it shall, at its own expense, promptly execute all documents,
including but not limited to a special warranty deed, or take such other actions as the
City may reasonably request to effectuate said reverter and to deliver to City title to the
Property that is free and c!ear of any hen, claim, or encumbrance arising by or through
Company. Company shall pay in full, 50 as to discharge or satisfy, all Iiens, claims,
charges, and encumbrances on or against the Property. If Company fails to deliver
such documents, including but not Iimited to a speciai warranty deed, to City within
thirty (30) days ofwritten demand by City, then City shall be authorized to execute, on
Company's behalf and as its attorney-in-fact, the special warranty deed required by this
Section, and for such Iirnited purpose Company does hereby constitute and appoint
City as its attorney-in-fact.
Company further agrees that it shall indemnify City and hold it harmless
with respect to any dernand, claim, cause of action, damage, or injury made, suffered,
or incurred as a result of or in connection with the Project, Company's failure to carry on
or complete same, or any lien, claim, charge, or encumbrance on or against the
Property of any type or nature whatsoever that attaches to the Property by virtue of
Company's ownership of same. If City files suit to enforce the terms of this Agreement
and prevails in such suit, then Company shaU be Iiable for aH legal expenses, including
but not !imited to reasonable attorneys' fees. Company's duties of indemnity pursuant
to this Section shafl survive the expiration, termination or cancellation of this Agreement
for any reason.
6. Deed. Foliowing completion of the City's completion of the asbestos
abatement required by Section 3.8 and City's approval of the Company's plans
pursuant to Section 9 and City obtaining any approvals it deems necessary for
amendment of the urban renewal plan applicable to the Property or the Project area
pursuant to Section 16, City shall convey or cause to be conveyed fee simple title to the
Property by special warranty deed, free and clear of all encumbrances except: (a)
easements, conditions, and restrictions of record which do not, in Company's
reasonable opinion, interfere with Company'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 the Property which do not, in Company's
reasonable opinion, interfere with Company's proposed use; and (d) restrictions
imposed by the City zoning ordinances and other applicable Iaw, that in Company's
reasonable opinion, do not interfere with Company's proposed use. Before accepting
the deed, Company shall deterrnine whether easements or other interests will, in its
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reasonable opinion, interfere with its proposed use of the Property, and Company's
acceptance of the deed will be conclusive evidence that no such interference exists.
7. Minimum Assessment Agreement. Company acknowledges and
agrees that it wilt pay when due all taxes and assessments, general or special, and all
other !awful charges whatsoever Ievied upon or assessed or placed against the
Property. Company further agrees that, prior to the date set forth in Section 2 of
Exhibit "B", 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
$3,000,000.00 ("Minimum Actuat Value"), through:
(1) wiIlfu! destruction of the Froperty, lmprovements, or any part of
either;
(U) a request to the assessor of Black Hawk County; or
(Di) 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 an agreement substantially in the form attached as Exhibit "B"
concurrently with execution of this Agreement.
8. Tax Rebates. Provided that Company has comp!eted the lmprovements
as set forth herein and has executed the Minimum Assessment Agreement as set forth
in Section 7, City agrees to rebate property tax (with the exceptions noted below) for a
period of fifteen (15) years at 70% per year on annual taxes paid by Company.
Rebates are payable in respect of a given year on!y 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, or the rebate wUl be forfeited at City's option. The first year in which
a rebate may be given ("Year One") shall be the first fuH year for which the assessment
is based on the completed va!ue of the Improvements and not a prior year for which the
assessment is based solety on the value of the land or on the value of the land and a
partial value ofthe tmprovements, due to partial comp!etion ofthe Improvements or a
partial tax year.
This rebate prograrn 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 !aw.
Foliowing completion of the Improvements, the rebates provided for above
shall be subject to reduction from 75% to 50% ifthe primary use ofthe Property
changes from a pub and brewery or if the area allocated for use as a pub and brewery
is reduced by more than 1 O%. The rebate reduction shall be effective with respect to
any and all rebates that become payable after the date that any such change occurs.
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9. Regulatory Approvals. Company acknowledges and agrees that the
Project will require Cornpany to obtain various approvals from the City of Waterloo
and/or other applicable governmental authorities, inc!uding but not Iimited to a buiiding
permit and other approvals neoessary for Company's proposed Improvements to the
Property. City wiH provide reasonable cooperation to facilitate processing of approval
requests submitted to it and to support app!ications or approval requests made to other
government agencies. Within thirty (30) days of City's approvai of this Developrnent
Agreemerit, Company will submit a set of plans to City and its PMT/DBMT. Withn thirty
(30) days of its receipt ofthe plan, the City and PMT/DBMT wiU accept or rejeot the
plans. tf the plans are rejected, this Development Agreement shau be rendered null
and void at the option of Company upon written notice to City within thirty (30) days
after the date on which such plans are rejected. The plans submitted by Company and
approved by City shall be attached to this Agreement as an exhibit. If Company makes
any material changes to the plan after they have been approved, it shall submit the
revised plans to the City and PMT/DBMT for approval.
10. Street Vacate and Traffic Design. City and Company wilt review and
discuss the possible vacating of portions of the streets abutting the property, except for
Commercial Street. In connection with any vacate of W. 2 Street, the parties witi enter
into an easement agreement or similar agreement that wouid allow Company to make
use of parking spaces in the area where parking spaces currently exist in the street
right-of-way. In the same agreement or by separate instrument the parUes will also
provide Company with an easement that includes a right of ingress and egress over
designated portions of vacated street right-of-way, including but not timited to access for
semi -trucks and trailers to gain access to and depart from Company's loading dock to
be !ocated in the area of the northerty and westerty sides of the buitding. Any
agreement providing for Company's use of vacated Street right-of-way may include
terms for street and right-of-way maintenance and cost-sharing between the parties.
City wilt assemble a design team consisting of staif from retevant City departments, US
Bank, and Company to conduct review and planning for the foregoing issues.
11. Public Utilities; Storm Water. Subject to City fulfilling its obligations
pursuant to Section 3.C, Company will be responsible for extending water and sewer
service to any tocation on the Property and for payment of any associated connection
fees. Because storm water frorn the Property currently discharges directly into drains
connected to the sanitary sewer system, which is no tonger a proper means of
discharge, Company and City will cooperate in good faith for deve!opment of a storm
water management plan to be implemented by Company in connection with the
Improvements. AIso see Section 3.D above.
12. Representations and Warranties of City. City hereby represents and
warrants as foliows:
A. City 15 not prohibited from consummating the transaction
contemplated in this Agreement by any !aw, regutation, agreement, instrument,
restriction, order orjudgment.
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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.
13, Representations and Warranties of Company. Company hereby
represents and warrants as foltows:
A. Company is not prohibited from consummating the transaction
contemplated in this Agreement by any Iaw, regulation, agreement, instrument,
restriction, order orjudgment.
B. Company is duly organized, validly existing, and in good standing
under the laws of the state of its organization and 15 duly quaufied and in good
standing under the laws of the State of lowa.
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 Agreernent and alt documents
to be delivered to City hereunder is and shall be authorized to do so on behalf of
Company.
14. No Assignment or Conveyance. Company agrees that itwlll not sell,
convey, assign or otherwise transfer its interest in the Property prior to completion of
the Project, whether in whole or in part, to any other person or entity without the prior
written consent of City, which consent shall not be unreasonably withheld. 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 alt of the terms to be performed by Company under this
Agreement.
15. Materiality of 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 made or 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. In the event of the material incorrectness
or faisity of any representation or warranty of Company, City may, at its sole option and
in addition to any other right or remedy available toit, terminate this Agreement and
dectare it null and void. Similarly, each and every promise, Govenant, representation,
and warranty set forth in this Agreement on the part of City to be made or performed is
a rnaterial term of this Agreement, and each and every such prornise, covenant,
representation, and warranty constitutes a material inducement for Company to enter
this Agreement. City acknowledges that without such promises, covenants,
representations, and warranties, Company would not have entered this Agreement. In
the event of the material incorrectness or falsity of any representation or warranty of
City, Cornpany may, at its sole option and in addition to any other right or remedy
available to it, terminate this Agreement and dectare it null and void. lfthis Agreement
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is terminated pursuant to this Section, then all benefits already provided by City to
Company under this Agreement as of the date of termination shall be returned to City.
16. Obligations Contingent. Each and every obligation of City under this
Agreement is expressly made subject to and contingent upon Citys completion of ail
procedures, hearings and approvais deemed necessary by City or its iegai counsel for
amendment of the urban renewal piari applicabie to the Property and/or project area, aH
ofwhich must be completed within 60 days from the date this Agreement is approved
by the City council. If such completion does not occur, then any conveyance, benefit or
incentive of any type provided by City hereunder within said 60 -day period is subject to
reverter oftitle, revocation, repayment or other appropriate action to restore such
property, benefit or incentive to City, and Company agrees to cooperate diligentiy and in
good faith with any reasonable request by City to effectuate the restoration of same, or
faiflng such restoration Company agrees to be iiable for same or for the fair value
thereof, plus interest on any surns owing at the rate of 1 0% per annum commencing
with the date of dernand for payment, if said payment is not remitted to City within 30
days.
17. Notices. Any notice underthis Agreement shall be in writing and shali be
delivered in person, by overnight air courier service, by United States registered or
certified mali, postage prepaid, or by facsimile (with an additional copy delivered by one
of the foregoing means), and addressed:
(a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, facsimile
number 319-291-4571, Attention: Mayor, with copies to the City Attorriey and the
Community Planning and Development Director.
(b) ifto Company, to Dave Morgan, Bread to Beer, LLC, 128 Main
Street, Cedar Falis, iowa 50613, facsimiie number
Delivery of notice shall be deemed to occur (i) on the date of dehvery when delivered in
person, (11) one (1) business day foHowing deposit for overnight delivery to an overnight
air courier service which guarantees next day dehvery, (111) three (3) business days
foliowing the date of deposit if maiied by United States registered or certified mail,
postage prepaid, or (iv) when transmitted by facsimiie 50 long as the sender obtains
written electronic confirmation from the sending facsimile machine that such
transmission was successful.
18. No Joint Venture. Nothing in this Agreement shaH, or shall. be deemed
or construed to, create or constitute any joint venture, partnership, agency,
employment, or any other reiationship between the City and Company nor to create any
hability for one party with respect to the habilities or obhgations of the other party or any
other person.
19. Amendment, Modification, and Waiver. No amendment, modification,
or waiver of any condition, provision, or term of this Agreement shall be va!id or of any
effect unless made in writing, signed by the party or parties to be bound or by the duly
9
authorized representative of same, and specifying with particularity the extent and
nature af 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.
Notwithstanding anything to the contrary, the parties both understand the
Project is contingent upon award of historic tax credits. In the event the tax credits are
delayed, the parties agree to work together to modify this Agreernent as to the timeline
for Improvements (Section 4), minimum assessment period (Exhibit "B"), and property
tax rebate period (Section 8), it being the parties' intent that the minimum assessment
property tax rebate period run for a period of 15 years and the minimum assessment
period run for a period of 25 years foliowing comptetion of the lmprovements.
20. Severability. Each provision, section, sentence, ciause, 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 frorn this Agreement and the
remaining provisions of this Agreement shall not be affected thereby and shall continue
in fuJi force and effect. If, for any reason, a COUrt finds that any portion of this
Agreement is invaiid or unenforceabie as written, but that by limiting such provision or
portion thereof it would become vaiid and enforceable, then such provision or portion
thereof shali be deemed to be written, and shaii be construed and enforced, as so
iimited.
21. Captions. All captions, headings, ortitles in the paragraphs orsections
of this Agreement are inserted only as a matter of convenience and/or reference, and
they shall in no way be coristrued as limiting, extending, or describing either the scope
or intent of this Agreement or of any provisions hereof.
22. Bindirig Effect. This Agreement shaii be binding and shaH inure to the
benefit ofthe parties and their respective successors, assigns, legal representatives,
and future owners of the New Property.
23. Counterparts. This Agreement rnay be executed in one or more
counterparts, each ofwhich shall be deemed an original and ali of which, taken
together, shali constitute one and the same instrument.
24. Entire Agreement. This Agreement, together with the Minimum
Assessment Agreement attached hereto as Exhibit "C", constitutes the entire
agreement of the parties and supersedes all prior or contemporaneous negotiations,
discussions, understandings, or agreements, whether oraI or written, with respect to the
subject matter hereof.
25. Time of Essence. Time is of the essence of this Agreement.
26. Memorandum of Agreement. Consistent with its established practices,
the City intends to record this Agreement with the Black Hawk County Recorder. If
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Company desires instead that only a summary of the material terms of this Agreement
be recorded, then Company shaU prepare a Memorandum of Development Agreement
at its own cost to serve as notice to the public of the existence and provisions af this
Agreement, and the rights and interests held by the City by virtue hereof. City agrees to
execute the Memorandum and to pay the cost of recordirig same.
IN WITNESS WHEREOF, the parties have executed this Development
Agreernent by their duly authorized representatives as of the date flrst set forth above.
CITY OF WATERLOO, IOWA
Ernest G. Clark, Mayor
Attes
uzy S,:haies, City Clerk
BREAD TO BEER, LLC
By: /
David Morgari, Managing Member
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
successors and assigns, the full and prompt performance by Company, its successors
and assigns, of aH promises and covenants on the part of Company to be performed
pursuant to the foregoing Agreement, including but not Iimited to the duties of indemnity
set forth therein. Liability of muitiple guarantors hereunder is joint and several.
7- /
David Morgan
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EXHIBIT "A"
Legal Description
• Lots Nos. 6, 7, 8, 9 and 10 in Biock No. 2, OriginaI PIat on the West Side of the Cedar
River, City of Waterloo, Iowa.
EXHIBIT "3"
MINIMUM ASSESSMENT AGREEMENT
This Miriimum Assessment Agreement (the "Agreement") is entered into as of
/ / 2015, by and among the CITY OF WATERLOO, IOWA ("City"),
Bread to Beer, LLC ("Company"), and the COUNTY ASSESSOR of the City of
Water!oo, Iowa ("Assessor").
WITNESSETH:
WHEREAS, on or before the date hereof the City and Company have entered
into a developrnent agreement (the "Development Agreement") regarding certain real
property, described in Exhibit "A" thereto, Iocated in the City; and
WHEREAS, it is contemplated that pursuant to the Development Agreement, the
Company will undertake the development of an area ("Project") within the City and
within the Downtown Waterloo Urban Renewal and Redevelopment PIan 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 apphcable only to the Project, which shati be effective
upon substantial completion of the Project and from then untll 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 ptans and
specifications for the improvements (the "Improvements") which the parties contemplate
wifl be erected as a part of the Project.
NOW, THEREFORE, the parties hereto, iri consideration of the promises,
covenants, and agreements made by each other, do hereby agree as fotiows:
1. Upon substantial completion of construction of the tmprovements 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 Iess than $3,000,000.00 ("Minimum Actual Value") until
termination of this Agreement. The parties hereto agree that construction of the
lmprovements will be substantiafly completed within fifteen (15) months after the City
approves Cornpany's ptans pursuant to Section 9 of the Development Agreement
between City and Company and after City has obtained any approvals it deems
necessary for amendment of the urban renewal plan applicable to the Property or the
Project area pursuant to Section 16 of the Development Agreement.
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2. The Minimum Actual Value herein established shafl be of no further force
and effect, and this Mininium Assessment Agreement shall terminate, on December 31,
2041. 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
be!ow the Miriimum 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, rnodifying the terms of the Development Agreernent.
5. This Agreement shall inure to the benetit of and be binding upon the
successors and assigns of the parties, including but not Iimited to future owners of the
Froject 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
CITY OF WATERLOO, IOWA Bread to Beer, LLC
By:
Ernest G. Clark, Mayor David Morgan, Managing Member
Attes
zy Sthares, City Clerk
STATE OF IOWA
)
)ss.
COUNTY OF BLACK HAWK )
On this 8 day of , 2015, before me, a Notary Public in
and for the State of lowa, personaily appeared Ernest G. Clark and Suzy Schares, to
me personaily known, who being duly sworn, did say that they are the Mayor and City
Cierk, respectively, ofthe City ofWaterloo, Iowa, a municipal corporation, created and
existing under the laws of the State of Iowa, and that the seal affixed to the foregoing
2
instrument is the seal of said municipal corporation, and that said instrunient was
signed and sealed on behalf of said municipal corporation by authority and resolution of
its City Council, and said Mayor and City Clerk acknow!edged said instrument to be the
free act and deed of said municipal corporation by it and by them voluntarily executed.
STATE OF IOWA
) as.
COUNTY OF BLACK HAWK )
kAannzt3 LThk\
Notary Public
Acknowledged before me on
Managing Member of Bread to Beer, 8 2015 by David Morgan as
frkI TIM ANDERA
COMMISSjOp.j N0372513
MYcOMMISSION EXPIRES
APRILII,2013
3
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 rninimum rnarket value contained in the foregoing Minirnum 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 af 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 improvements upon completion of the Project shall not be less
than Three MiI!ion Dotlars ($3,000,000.00) in the aggregate, until terrnination ofthis
Minimum Assessment Agreement pursuant to the terms hereof.
STATE OF IOWA
COUNTY OF BLACK HAWK
Ass-$ir for Black Hawk County, Iowa
Date
Subscribed and sworn to before me on q -
Koenigsfeld, Assessor for Black I-Iawk County, Iowa.
,2015 byT.J.
4
Q TARAJOHNSON
co4mt* NS 151467
* P4 Conmiisslafl Expirn
April 5, 2017