HomeMy WebLinkAbout3 Stooges, LLC - Development Agreement - 05.02.2022Preparers Christopher S. Wendland, P.O. Box 596, Waterloo, Iowa 50704 (319) 234-5701
After recording, return to Community Planning & Development, 715 Mulberry Street, Waterloo, IA 50703.
DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is entered into as of ;ir , 2022, by and between 3 Stooges, LLC ("Company"), and the City
of Waterloo, Iowa ("City").
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 Rath Urban
Renewal and Redevelopment Plan Area ("Urban Renewal Area").
B. Company is willing and able to finance and construct a building and
related improvements on property located in the Urban Renewal Area.
C 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. City believes
that the development of the Property (defined below) is 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.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties agree as follows:
1. Sale of Property; Title. Subject to the terms hereof, City shall convey to
Company for the sum of $1.00 (the "Purchase Price") the real property described on
Exhibit "A" attached hereto (the `Property"). Conveyance shall be by quit claim deed,
free and clear of all encumbrances arising by or through City except: (a) easements,
servitudes, conditions and restrictions of record; (b) current and future real estate
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, assigned
however, shall the Company seek or cause the reduction of the actual value asignedAgreement.
below the Minimum Actual Value established herein during the term of t any� me an actual
Nothing herein shall limit the discretion of the Assessor to assign at
Value.
value to the land and Improvements in excess of the Minimum Actual
3. Company agrees that it will not seek administrative review or judicial
review of the applicability or constitutionality of any Iowa tax statute or regulation
relating to the taxation of real property included within the Property that is determinedby
any tax official to be applicable to the Property or to Company, or raise the
inapplicability or constitutionality of any such tax statute or regulation as a defense in
any proceedings.
4. 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.
5. Neither the preambles nor provisions of this Agreement are intended to, or
shall be construed as, modifying the terms of the Development Agreement.
6. This Agreement shall inure to the benefit of and be binding upon thef the
successors and assigns of the parties, including but not limited to future owners o
Project property.
CITY OF WATERLOO, IOWA
3 Stooges, LLC
By: By:
Quentin M. Hart, Mayor
Attest: Q .Q
Kelley Felchle ity Clerk
Anthon - ischels
Managing Member
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK
OW , 2022, before me, a Notary Public in and
On this q day ofFelchle,to me
for the State of Iowa personally appeare Quentin M. Hart and Kelley and City
personally known, who being duly sworn, did say that they are the Mayor
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 a
and deed of said municipal corporation by it and by them voluntarily executed.
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STATE OF IOWA
COUNTY OF BLACK HAWK
)
) ss.
Subscribed and sworn to before me on
Fischels as Managing Member of 3 Stooges, LLC.
Notary Lblic
, 2022, by Anthony
v%\o( ta
MELISSA YOUNGBLUT
COMMISSION NO. 747753
MY COMMISSION EXPIRES
JULY 06 2022
CERTIFICATION OF ASSESSOR
The undersigned, having reviewed the plans and specifications for the
on which
improvements to be constructed and the market value assigned to the lane thep opinion
which
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the improvements are to be constructed for the development, and being of Assessment
that the minimum market value contained in the foregoing Minimum
Agreement appears reasonable, hereby certifies as follows: The undersignedt to the
Assessor, being legally responsible for the assessment of the property
subjec
accordance
development, upon completion of improvements to be made on t andl in inue assigned
with the Minimum Assessment Agreement, certifies that th
e
to
such land and building upon completion of the development shall not be less than Two
Hund
red Thousand Dollars ($250,000.00) in the aggregate, until termination of this
Minimum Assessment Agreement pursuant to the terms hereof.
Assessor for Black Hawk County, Iowa
Date
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on
2022, by T.J.
Koenigsfeld, Assessor for Black Hawk County, Iowa.
Notary Public
property taxes and assessments subject to the agreements made herein; (c) general
utility and right-of-way easements serving the Property; and (d) restrictions imposed by
the City zoning ordinances and other applicable law. City shall have no duty to convey
title to Company until Company delivers to City reasonable and satisfactory proof of
financial ability to undertake and carry on the Project (defined below), which may take
the form of a lending commitment letter. Company shall have no duty to accept title to
the Property until City has completed demolition activities in accordance with Section
6.A. City shall, at its own expense, prepare an updated abstract of title, or in lieu
thereof Company may, at its own expense, obtain whatever form of title evidence it
desires. If title is unmarketable or subject to matters not acceptable to Company, and if
City does not remedy or remove such objectionable matters in timely fashion following
written notice of such objections from Company, Company may terminate this
Agreement. City shall provide any title documents it has in its possession, including any
abstracts, to assist in title review.
2. Improvements by Company. Company shall construct on the Property a
commercial building of no less than 6,000 square feet, and related parking, landscaping,
and other improvements to the buildings and grounds (collectively, the "Improvements").
The Improvements shall be constructed in accordance with the terms of this Agreement,
the Urban Renewal Plan, all applicable City, state, and federal building codes and shall
comply with all applicable City ordinances and other applicable law. Parking shall meet
City's minimum requirements based on building use, occupancy, and future intended
development on the Property. Company shall submit specific building designs and site
plans for City review and approval before the commencement of construction.
Company will use its best efforts to obtain or cause to be obtained, in a timely manner,
all required permits, licenses and approvals, and will meet, in a timely manner, all
requirements of all applicable local, state, and federal laws and regulations which must
be obtained or met before the Improvements may be lawfully constructed. 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 "Project".
3. Timeliness of Construction; Possibility of Reverter. The parties agree
that Company's commitment to cause the Project to be undertaken and to construct the
Improvements in a timely manner constitutes a material inducement for the City to
extend the development incentives provided for in this Agreement, including but not
limited to its commitment to convey the Property to Company, and that without said
commitment City would not have done so. Subject to Unavoidable Delays (defined
below), Company must obtain a building permit and begin construction of the
Improvements by November 30, 2023 (the "Project Start Date"), and construction of
Improvements must be Substantially Completed within six (6) months after
commencement (the "Project Completion Date"). For purposes of this Agreement,
"Substantially Completed" means the date on which the Improvements have been
completed to the extent necessary for the City to issue a certificate of occupancy
relating thereto.
If Company has not begun construction of the Improvements before the
to
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Proje
ct Start Date, City may terminate this Agreement as set forth in Section 15, ter. If
itle
the Property shall revert to City, and City shall have no further obligation of the Project
nd
construction has not begun by the Project Start Date but the developmentn extension of
is still imminent, the City Council may, but shall not be required to, grant aa wired period
the Project Completion Date. If construction has commenced within the result of an act of God, war,
or any extended period and is stopped and/or delayed as cause beyond the reasonable
civil disturbance, court order, labor dispute, fire, or otherthen time lost as
control of Company (each of the foregoing is an "Unavoidable Delay"), om Completion Date by
a result of Unavoidable Delays shall be added to extend the Project C
a number of days equal to the number of days lost as a result of Unavoidable Delays,
and thereafter if construction is not completed within the allowed period of extension,
ert shall
City Pre may terminate this Agreement as set forth in Section 15, title to the Property
revert to City, and City shall have no further obligation hereunder.
4. Reverter of Title; Indemnity. In the event of any reverter of title,
Company agrees that it shall, at its own expense, promptly execute all documents,
nt the
Pas
including but not limited to a special warranty deed, or take such othee r to actionsCititle to the
City may reasonably request to effectuate said reverter and to deliver to mortgage or
Property that is free and clear of any lien, claim, charge, security Companyg hall pay
encumbrance (collectively, "Liens") arising by or through Company.eAppointment
in full, so as to discharge or satisfy, all Liens on or against the Property.
pierty. pg poi not
of Attorney in Fact: If Company fails to deliver such documents
written demand by
limited to a special warranty deed, to City within thirty (30) daysafter
and as its attorney -
City, then City shall be authorized to execute, on Company's
-fact the special warranty deed required by this Section, and for such limited purpose
in P
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 or
h respect to any demand, claim, cause of action, damage, cost, expense, liability
injury made, suffered, or incurred as a result of or in connection with the Prole Liensn t, or the
Company's failure to carry on or complete same, or any Lien orert virtue of
or agast
Property of any type or nature whatsoever that attaches to the pofb this Agreement
Company's ownership of same. If City files suit to enforce theterms
al expenses, including
and prevails in such suit, then Company shall be liable for all legal
duties of
but not limited to reasonable attorneys fees, incurred by City.Company's
indemnity pursuant to this Section shall survive the expiration, termination or
cancellation of this Agreement for any reason.
5. Utilities. Company will be responsible for extending water sewer,
telecommunications, electricity, gas and other utility services to any location
telephone of any the Property and for payment associated connection fees.
6. Additional City Assistance. The incentives described in the following
subse
ctions of this Section 6 are in addition to the other Project incentives extendedby
City to Company hereunder.
Demolition. City will demolish all structures on the Property, remove all trees and stumps, and remove all debris, leaving a
relatively level and construction -ready site.
B. Partial Tax Exem tion. Because the Property is located in a desi nated Consolidated Urban Revitalization Area (CURA), the
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Property is eligible for tax exemption consistent with and to th all
extent provided for in Iowa law, provided that Company me
requirements to qualify for such exemption.
7. Minimum Assessment Agreement. Company acknowledges and
agrees that it will pay when due all taxes and or assessed or placed against the
Property. Company further agrees that, p assessments, general or special, and all
other lawful charges whatsoever levied upor to the date set forth in Section 2 of the
Minimum Assessment
Agreement (the "MAA") attached hereto as Exhibit "B", it will not
seek
or cause a reduction in the assessed valuation for the Property ssi proved the
pursuant to this Agreement, which shall be fixed for assessmente�through:
a gregate amount of $250,000.00 ( Minimum Actual Valu ,
9
willful destruction of the Property (other than any demolition that
(�) may be authorized herein), 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 and deliver the MAA to City concurrently with execution and
delivery of this Agreement.
8.
No Encumbrances; Limited Exception. Until completion of the
any
Improvements, Company agrees that it shall not create, incur, or suffer to exist reasonably
Impro es as may
Liens on the Property, other than such mortgage or mortgages
and of which
necessary to finance Company's completion of the Improvementsh mortgage. Company may
Company notifies City before Company executes any
not mortgage the Property or any part thereof for any purpose except in connection with
financing of the Improvements.
agrees that it will not sell,
9. No Assignment or Conveyance. C he yprior to completion of the
convey, assign or otherwise transfer its interest in person Propertyor entity without the prior
Project, whether in whole or in part, to any other fhe Cityto withhold its consent shall
written consent of City Reasonable grounds osed transferee to demonstrate to
include but are not limited to the inability of the prop
the City's satisfaction that it has the financial ability to observe all of the terms to be
performed by Company under this Agreement.
10. Additional Covenants of Company. In addition to the other promises,
covenants and agreements of Company as provided elsewhere in this Agreement,
Company agrees as follows:
A. Company agrees during construction of the Improvements and thereafter until the MAA termination date to maintain, as applicable, builders risk,
property damage, and liability insurance coverages with respect to the
Improvements in such amounts as are customarily carried by like organizations
engaged ed in activities of comparable size and liability exposure, and shall provide
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evidence of such coverages to the City upon request.
B. Until Substantial Completion of the Improvements, Company shall
make such reports to City, in such detail and at such times as may be reasonably
requested by City, as to the actual progress of Company with respect to
construction of the Improvements.
C. The Property will have a taxable value as set forth in the MAA and
Company agrees that the minimum actual value of the Property and completed
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Improvements as stated in the MAA will be a reasonable estimate of the actual
P tax purposes.
value of the Property and Improvements for ad valorem property p p
Company agrees that it will spend enough in construction of the Improvements
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that, when combined with the value of the Property and related site Propertyents
will equal or exceed the assessor's minimum actual value for the
and
Improvements as set forth in the MAA.
D. Until termination of the MAA, Company will maintain, preserve and
keep the Property, including but not limited to the Improvements, in good repair
and working order, ordinary wear and tear excepted, and from time to time
make all necessary repairs, replacements, renewals and additions.
E Company shall pay, or cause to be paid, when due, all real property
taxes and assessments payable with respect to any and all parts of the Property.
Company agrees that (1) it will not seek administrative review or judicial review of
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the applicability or constitutionality of any Iowa tax statute or regulation relating to
the taxation of real property included within the Property that is determined by
any tax official to be applicable to the Property or to Company, or raise the
inapplicability or constitutionality of any such tax statute or regulation limited na to
defense in any proceedings of any type or nature including butnotcredit
delinquent tax proceedings, and (2) it will not seek any tax deferral,
or
abatement, either presently or prospectively authorized under Iowa Code
Chapter 403 or 404, or any other state law, of the taxation of real property
included within the Property.
1
11. 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.
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.
12p
Representations and Warranties of Company. Company hereby
represents and warrants as follows:
A.
It is dulyorganized, 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.
B. It has all requisite power and authority to own and operate its
propertiesproposed
to carry on its business as now conducted and as presently p p
to be conducted, and to enter into and perform its obligations under t
Agreement.
C.
This Agreement has been duly and validly authorized, executed
and
delivered byCompany and, assuming due authorization, execution and
deliveryby
the other parties hereto, is in full force and effect and is a valid and
its
legallybinding instrument of Company that is enforceable in accordance with
terms, except as the same may be limited by bankruptcy, insolvency,
y
reorganization or other laws relating to or affecting creditors rightsgenerally.
D.
The execution and delivery of this Agreement, the consummation of
the tran
sactions contemplated hereby, and the fulfillment of or compliance with
the terms and conditions of this Agreement are not prevented by limited by, conflict with, or result in a violation or breach of,the terms, conditions or
operatingagreement of Company or
provisions of the articles of organization or g, agreement or instrument
of whatever nature to which Company is
of any contractual restriction, evidence of indebtedness,
a party or by which it or its property
is bound, nor do they constitute a default under any of the foregoing.
E
There are no actions, suits or proceedings pending or threatened
agai
nst or affecting Company in any court or before any arbitrator or before or by
any governmental body in which there is a reasonable possibility of anadverseverse
decision which could materially adversely affect the business (present an o
which in
prospective), financial position, or results of operations f the CAgompany
or or
any manner raises any questions affecting the validityo Agreement.
Company's ability to perform its obligations under this g
13. Indemnification and Releases.
A. Company hereby releases City, its elected officials, officers,
employees, and agents (collectively, the "indemnified parties) from, covenants
to
and agrees that the indemnified parties shall not be liable for, and agrees y loss or
indemnify, defend and hold harmless the indemnified parties against, ,g at or about
damage to property or any injury to or death of any person The indemnified
the Property or resulting from any defect in the Improvements. he persons or property of
parties shall not be liable for any damage or injury
Jcontractors or agents, or any other
Company or its directors, officers, employees,
person
who maybe about the Property or the Improvements, due to any act of
9g
ne li ence or willful misconduct of any person, other than any act of negligence
or willful misconduct on the part of any such indemnified party or its officers,
employees or agents.
B. Except for any willful misrepresentation, any
willful misconduct, or
any unlawful act of the indemnified parties, Company agrees to protect and
defend the indemnified parties, now or forever, and further agrees to hold e
indemnified parties harmless, from any claim, demand, suit, action or other
proceedings or any type or nature whatsoever by any person or entity
any
whatsoever that arises or purportedly arises from (1) any violation
ioto of t,
agreement or condition of this Agreement (except with respect
the Cityto seuit, action,ce its
demand or other proceeding brought by Company against condition of the Property
rights under this Agreement), or (2) the acquisinidO andoration of the Improvements,
and the construction, installation, ownership,
contamination located in or on
or (3) any hazardous substance ent sucor h ability has not been previously
the Property,but only to the e
transferred to and accepted by the City in writing.
C. The provisions of this Section shall survive the expiration or
termination of this Agreement.
14.
Default. The following shall be "Events of Default" under this Agreement,
and the term "Event of Default" shall mean any one or more of the following events t
t
continues beyond any applicable cure periods:
A. Failure by Company to cause the construction of the Improvements
to be commenced and completed pursuant to the terms, conditions and
limitations of this Agreement;
B. Transfer by Company of any interest (either directly or indirectly) in
the Improvements, the Property, or this Agreement, without the prior written
consent of City;
C. Failure by Company to pay, before delinquency, all ad valorem
property taxes levied on or against the Property;
7
D. Failure by any party hereto to substantially observe or perform any
covenant, condition, obligation or agreement on its part to be observed or
performed under this Agreement or the MAA;
E Company (1) files any petition in bankruptcy or for any
reorganization, arrangement, composition, readjustment, liquidation, dissolution,
or similar relief under the federal bankruptcy law or any similar state law; (2)
makes an assignment for the benefit of its creditors (3) admits in writing its
inability to pay its debts generally as they become due; (4) is adjudicated a
bankrupt or insolvent; or if a petition or answer proposing the adjudication of
P
Com any as a bankrupt or its reorganization under any present or future federal
bankruptcy act or any similar federal or state law shall be filed in any court ands
such petition or answer shall not be discharged or denied within ninety (90) y
after the filing thereof; or a receiver, trustee or liquidator of Company, or part
thereof, shall be appointed in any proceedings brought against Company and
shall not be discharged within ninety (90) days after such appointment, or if
Company shall consent to or acquiesce in such appointment; or (5) defaults
under any mortgage applicable to the Property.
F. Any representation or warranty made by Company in this furnished
Agreement, or made by Company in any written statement or certificate furnished
by Company pursuant to this Agreement, shall prove to have been incorrect,
incomplete or misleading in any material respect on or as of the date of the
issuance or making thereof.
15. Remedies.
A. Default by Company. Whenever any Event of Default in respect of
Company occurs and is continuing the City may terminate this Agreement.
Before exercising such remedy, City shall give 30 days' written notice to
od
Company of the Event of Default, provided that by the conclusion of suchlt perieri
the Event of Default shall not have been cured, or the Event of Default
cannot
reasonably be cured within 30 days and Company shall not haveprovided
roiwill be
assurances reasonably satisfactory to the City that the Event Default exercise any
cured as soon as reasonably possible. Upon termination, City y
and all remedies available at law, equity, contract or otherwise for recovery of
any sums paid by City to Company before the date of termination or to recover
ownership of the Property as set forth in this Agreement.
B. Default by City. Whenever any Event of Default in respect of Company occurs and is continuing, Company may take such action against City
to require it to specifically perform its obligations hereunder. Before exercising
such remedy, Company shall give 30 days' written notice to City of the Event of
Default, provided that by the conclusion of such period the Event of Default shall
not have been cured, or if the Event of Default cannot reasonably be cured within
8
30 days and Cityshall not have provided assurances reasonably satisfactory to
thepan
Company that the Event of Default will be cured as soon as reasonably
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possible.
C. Remedies under this Agreement shall be cumulative and in addition
to any other right or remedy given under this Agreement or existing at law or in
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e quitor by statute. Waiver as to any particular default, or delay or omission
exercising any right or power accruing upon any default, shall not be a construed
such
as a waiver of any other or any subsequent default and shall not imp any
right or power.
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16.
Obligations Contingent. Each and every obligation of City under this II
Agr
eement is expressly made subject to and contingent upon City's completion counsel for ti
procedures, hearings and approvals deemed necessary by City or its legal
amendment of the urban renewal plan applicable to the Property and/or project area, al
of which must be
e completed within 180 days from the date this Agreement is approved
by the City council. If such completion does Hot occur,
tthen any conveyance, benefit orhin said 180-day period is subject to
incentive of any type provided by City hereunder
of title revocation, repayment or other appropriate action to restore such
reverter � tees to cooperate diligently and in
property, benefit or incentive to City, and Company agrees
good
faith with anyreasonable request by City to effectuate the restoration of same, or
failing
such restoration Company agrees to be liable for same or for the fair value
thereof, plus interest on any sums owing at the rate of 10% per annum commencing
w th n 30
with the date of demand for payment, if said payment is not remitted to City
days.
17. Materiality of Company's Promises, Covenants, Representations,
and Warranti
es. Each and every promise, covenant, representation, and warranty set
in this Agreement on the part of Company to be performed is a material term of
forth g
this Agreement and each and every such promise, covenant, representation and
Company
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warranty constitutes a material inducement for City to enter this Agreement. and warranties,
acknowledges that without such promises, covenants, representations,romanise or covenant,
Citywould not have entered this Agreement. Upon breach of any por City
or in the event of the incorrectness or falsity of any representation
availabler warranty,to it,
may, at its sole option and in addition to any other right or remedy
terminate this Agreement and declare it null and void.
18. Pe
rformance by City. Company acknowledges and agrees that all of the
' ns of Cityunder this Agreement shall be subject to, and performed by City in
and
obligations
accordance with, all applicable statutory, common law or constitutional
latiovs io S and s,
procedures consistent with City's lawful authority. All covenants, stip la deemed to be
agreements and obligations of City contained in this Agreementand not of any
the covenants, stipulations, promises, agreements and obligations the individual capacity of
of City
governing body member, officer, employee or agent of City
such person.
19. No Third -Party Beneficiaries. No rights or privileges of any party hereto
shall inure to the benefit of any contractor, subcontractor, or otherormmaterial supplier, or any other
material person or entity, and no such contractor, subcontractor,supplier,
person or
entityshall be deemed to be a third -party beneficiary of any of the provisions
of this Agreement.
20. 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 mail, 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, fax number
(
319-291-4571, Attention. Mayor, with copies to the City Attorney and the
Community Planning and Development Director.
(b) if to Company, at 3510 Kimball Avenue, Suite H, Waterloo, Iowa
50702, Attention: Anthony FischeIs.
Deliveryof 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 overnight
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
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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.
21. No Joint Venture. Nothing in this Agreement shall, or shall be deemed o�
construed to, create or constitute any joint venture,partnership,
nor tocreate p artnershi any liability for one
p,agency, employment, o
any other relationship between the City and Company f the other party or any other person.
party with respect to the liabilities or obligation
22. Amendment, Modification, and Waiver. No amendment, modification,
or waiver of any condition, provision or term of this Agreement shall be valid or of any
eff
ect 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
nd
nature of the amendment, modification, or waiver. Any waiver by any party of any
uent
default by another party shall not affect or impair any rights arising from any subse q
default.
23 Severability; Reformation. Each provision, section, sentence, clause,
phrase, and word of this Agreement is intended to be severable If any portion of this
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A reement shall be deemed invalid or unenforceable, whether in whole or in pat, the
offending provision or part thereof shall be deemed severed from this Agreement
nd
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
10
Agreement is invalid or unenforceable as written, but that by limiting such provisionor
g then such provision or portion
portion thereof it would become valid and enforceable,
and enforced, as so
thereof shall be deemed to be written, and shall be
limited.
24. Captions. All captions, headings, or titles in the paragraphs or sections of
g 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.
25. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
26. 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.
27. Entire Agreement. This Agreement, together with the exhibits attached
hereto, constitutes the entire agreement of the parties and supersedes all p iowhether
or
contemporaneous negotiations, discussions, understandings, or agreements,
oral or written, with respect to the subject matter hereof.
28. Time of Essence. Time is of the essence of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Development above.
Agreement by their duly authorized representatives as of the date first set forth
[signatures on next page]
11
CITY OF WATERLOO, IOWA
By:Q.
Quentin M. Hart, Mayor
Attest: K€ . E,t(
Kelley Fetchle, City Clerk
3 STOOGES, LLC
By:
Anthon ischels
Managing Member
PERSONAL GUARANTY. The undersigned person(s), being either an owner,
officer, shareholder, member and/or manager of Company, hereby agree for
themselves and their heirs, personal representatives, and assigns, to unconditionally
g
guarantee to City, its successors and assigns, the full and prompt performance b y
of
Company, its successors and assigns, of all promises and covenants on the part
an
p Y
Com to be performed pursuant to the foregoing Agreement, including butnot
limited to the duties of indemnity set forth therein, if any. Liability of guarantors
hereunder is joint and several.
Anthony Fischels
EXHIBIT "A"
Legal Description of Property:
Lots 6, 7 and 8 in Block 56 in Anthony Baker's Addition to the Town (now City) of Waterloo,
Black Hawk County, Iowa. Also, that part of vacated Bluff Street described as the Northeasterly
lying
Twenty-five feet (25') of Bluff Street adjacent to Block 56 of Anthony Baker's Addition, I y
Northwesterly of a Southwesterly extension of the Southeasterlylineof Lot 8 of said Block
56, and Tying Southeasterly of the Southeasterly line of West 13 Street, City of Waterloo, Black
Hawk County, Iowa, subject to the retention of a utility easement over, under and upon the
Northwesterly twenty feet (20') of the above described vacated Bluff Street.
EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
Minimum Assessment Agreement (the "Agreement") is entered into as of
This ("City"),
, 2022, by and among the CITY OF WATERLOO, IOWA
("Company"), and the COUNTY ASSESSOR of the City of Waterloo,
3 Stooges, LLC( p
Iowa ("Assessor").
WITNESSETH:
WHEREAS, on or before the date hereof the City and Company have entered
into a development agreement (the "Development Agreement) certain real
property, described in Exhibit "A" thereto, located 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 Rath Urban Renewal and Redevelopment Plan Area; and
pursuant WHEREAS,ursuant to Iowa Code § 403.6, as amended, the City and the
Company desi
re to establish a minimum actual value for the land and the building(s)
g
pursuant to this Agreement and applicable only to the Project, which shall be effective
upon su
bstantial completion of the Project and from then until this Agreement
rminatedpursuant to the terms herein and which is intended to reflect the
minimum
to p
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
spec
ifications for the improvements (the "Improvements) which the partiescontemplate
will be erected as a part of the Project.
NOW, THEREFORE, the parties hereto, in consideration of the promises,
coven
antsand agreements made by each other, do hereby agree as follows
,
p
1.
U on substantial completion of construction of the Improvements by the
Company,for
the minimum actual value which shall be fixed for assessment purposes of the
J
the land and Improvements to be constructed thereon by the Company
Project shall not be Tess than $250,000.00 ("Minimum9 Actual Value") ntil termination of
rovements will be
this Agreement. The parties hereto agree that construction of then hp parties agree to
substantially completed before May 31, 2024. If they are not, the
s ecified in Section
execute an amendment to this Agreement that will extend the p
2 below.
2.rThe Minimum Actual Value herein established shall be of no further force
and e
cembe
,
ffect and this Minimum Assessment Agreement shall terminate, on De Code
2030. Nothingherein shall be deemed to waive the Company's s under Iowa