HomeMy WebLinkAboutCedar Crossing Storage, LLC - Dev Amnt w/Min. Assessment - 4.17.2023Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50704 Phone (319) 234-5701
DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is entered into as of
, 2023 by and between Cedar Crossing Storage, LLC (the "Company")
and the City of Waterloo, Iowa (the "City").
RECITALS
A. In furtherance of the objectives of Chapter 403 of the Code of Iowa, as
amended (the "Urban Renewal Act"), City is engaged in carrying out urban
renewal project activities in an area known as the Martin Road
Development Plan urban renewal area ("Urban Renewal Area").
B. Company is willing and able to finance and erect structures and related
improvements on property located in the Urban Renewal Area, and legally
described on Exhibit "A" attached hereto (the "Property" or "Project
Property").
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, and the City
further believes that the project is in the vital and best interests of the City
and that the project and such incentives are in accordance with the public
purposes and provisions of 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. Development Property. Company owns or is currently purchasing the
Property. Company will undertake the Project (defined below) upon the Property.
2. Phased Development. The parties contemplate that Company will
develop the Project Property in phases, each of which is generally described as follows,
although more detailed plans for each phase will be developed at one or more future
dates, at which point this Agreement shall be amended to reflect such plans:
A. Phase 1. Six (6) storage or mini -storage buildings and one (1)
additional building, totaling no less than 28,276 square feet (the "Phase 1
Improvements").
B. Phase 2. A project for a second phase of improvements shall be
the subject of a separate development agreement which the parties will negotiate and
enter into at an appropriate time.
Improvements to the Project Property completed within the schedule established
by Section 5 below will be eligible for the benefits provided for in this Agreement, and
any phase of the Improvements not completed within the prescribed period will not be
eligible for said benefits.
3. Improvements by Company. Company shall construct on the Project
Property the improvements described in Section 2 above, as well as related
landscaping, storm water detention, paving, signage and parking improvements
(collectively, the "Improvements"), in accordance with the Plans as provided in Section
4. Company agrees that the Improvements shall be constructed in accordance with the
terms of this Agreement, the urban renewal plan applicable to the Project Property, and
all applicable City, state, and federal building codes and shall comply with all applicable
City ordinances and other applicable law. City may require that Company submit
specific building designs and site plans for City review and approval. 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 Project Property, the
Improvements, and all site preparation and development -related work to make any of
the Project Property usable for Company's purposes as contemplated by this
Agreement are collectively referred to as the "Project".
4. Construction Plans. Company agrees that it will cause the
Improvements to be constructed on the Property in conformance with construction plans
(the "Plans") that have been submitted to the City. Company agrees that the scope and
scale of the Improvements to be constructed shall not be significantly less than the
scope and scale of such improvements as detailed and outlined in the Plans.
If any material modification in the scope, scale or nature of the Plans is
proposed, Company shall submit modified Plans (the "Modified Plans") to the City for
review. Modified Plans shall be subject to approval by the City as provided in this
Section. City shall approve the modified Plans in writing if: (a) the Modified Plans
conform to the terms and conditions of this Agreement; (b) the Modified Plans conform
to the terms and conditions of the urban renewal plan; (c) the Modified Plans conform to
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all applicable federal, state and local laws, ordinances, rules and regulations and City
permit and design review requirements; (d) the Modified Plans are adequate for
purposes of this Agreement to provide for the construction of the Improvements, and (e)
no Event of Default under the terms of this Agreement has occurred; provided, however,
that any such approval of the Plans or Modified Plans pursuant to this Section shall
constitute approval for the purposes of this Agreement only and shall not be deemed to
constitute approval or waiver by the City with respect to any building, fire, zoning or
other ordinances or regulations of the City, and shall not be deemed to be sufficient
plans to serve as the basis for the issuance of a building permit if the Plans or Modified
Plans are not as detailed or complete as the plans otherwise required for the issuance
of a building permit.
The Plans or Modified Plans must be rejected in writing by City within thirty (30)
days of submission or shall be deemed to have been approved by the City. If City
rejects the Plans or Modified Plans in whole or in part, Company shall submit new or
corrected Plans or Modified Plans within thirty (30) days after receipt by Company of
written notification of the rejection, accomplished by a written statement of the City
specifying the respects in which Company's Plans or Modified Plans fail to conform to
the requirements of this Section. The provisions of this Section relating to approval,
rejection and resubmission of corrected Plans or Modified Plans shall continue to apply
until they have been approved by the City; provided, however, that in any event
Company shall submit Plans or Modified Plans which are approved by City prior to
commencement of construction of additional or modified Improvements.
Approval of the Plans or Modified Plans by the City shall not relieve Company of
any obligation to comply with the terms and provisions of this Agreement, or the
provision of applicable federal, state and local laws, ordinances and regulations, nor
shall approval of the Plans or Modified Plans by City be deemed to constitute a waiver
of any Event of Default. Approval of Plans or Modified Plans hereunder is solely for
purposes of this Agreement and shall not constitute approval for any other City purpose
nor subject the City to any liability for the Improvements as constructed.
5. Timeliness of Construction. The parties agree that Company's
commitment to undertake the Project and to construct the Improvements in a timely
manner constitutes a material inducement for the City to offer the incentives provided
for in this Agreement and that without said commitment City would not do so.
A. Deadlines to commence and complete. Company must obtain a
building permit and begin construction of the Phase 1 Improvements within four
(4) months after the date of this Agreement (the "Phase 1 Start Date") and
Substantially Complete construction within fourteen (14) months thereafter (the
"Phase 1 Completion Deadline"). For purposes of this Agreement, "Substantially
Completed" means the date on which the Phase 1 Improvements have been
completed pursuant to the Plans or Modified Plans to the extent necessary for
the City to issue a certificate of occupancy relating thereto and the City also has
verified that any Project element for which no permit was necessary has been
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Substantially Completed. All deadlines are subject to Unavoidable Delays as
defined in paragraph B below.
B. Events triggering termination. If Company does not begin or
Substantially Complete construction of Phase 1 Improvements on the schedule
stated above, then City may terminate this Agreement as set forth in Section 18,
and City shall then have no further obligation under this Agreement. In any
circumstance where Company's progress on the Project fails to meet the
schedule stated above, then City's Community Planning and Development
Director may, but shall not be required to, consent to an extension of time of up
to six (6) months for the construction of the Improvements, and if an extension is
granted but construction of the Improvements has not begun within such
extended period, then any further time extensions will require consent of the City
Council. If development has commenced within the required period, as the same
may be extended, and is subsequently stopped or delayed as a result of an act of
God, war, civil disturbance, court order, labor dispute, fire, or other cause beyond
the reasonable control of Company (each an "Unavoidable Delay"), the
requirement that construction be completed by the Completion Deadline shall be
tolled for a period of time equal to the period of Unavoidable Delay.
6. Utilities. Company will be responsible for extending water, sewer,
telephone, telecommunications, electricity, gas and other utility services to any location
on the Property and for payment of any associated connection fees.
7. Minimum Assessment Agreement. Company acknowledges and
agrees that it will pay when due all taxes and assessments, general or special, and all
other charges whatsoever levied upon or assessed or placed against the Property.
Company further agrees that prior 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 taxable valuation for the Property as improved pursuant to this
Agreement, which shall be fixed for assessment purposes, below the amount of
$1,680,000.00 (the "Phase 1 Minimum Actual Value"), through:
(a) willful destruction of the Property, the Phase 1 Improvements, or
any part of either;
(b) a request to the assessor of Black Hawk County; or
(c) 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 execute and deliver the MAA concurrently with its execution and
delivery of this Agreement.
8. Tax Rebates. Provided that Company has Substantially Completed the
Phase 1 Improvements before the Phase 1 Completion Deadline, City agrees to rebate
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property tax (with the exceptions noted below) with respect to the Improvements, as
follows:
Year One through Year Ten 90% rebate each year
Year 11 85% rebate
Year 12 through 14 60 % rebate each year
for any taxable value added by the completed Phase 1 Improvements (each such
payment is a "Rebate") over the initial base value, which is the assessed value of the
Property as of January 1, 2023. Each Rebate is payable in respect of a given property
tax fiscal year (a "Fiscal Year") only to the extent that (a) Company has actually paid
general property taxes due and owing for such Fiscal Year and (b) the city council has
made an appropriation for the payment of the Rebate. To receive a Rebate for a given
Fiscal Year, Company must, within twelve (12) months after the due date of the last
installment of the property taxes for the respective Fiscal Year (i.e., the "March
Installment"), submit a completed Rebate request to City on the form provided by or
otherwise satisfactory to City. A failure to timely submit a request for a Rebate for a
Fiscal Year will result in a forfeiture of the right to request a Rebate for such Fiscal Year.
City agrees to consider a completed application for a Rebate within sixty (60) days after
submission of the application to City.
The taxable value of the Property as a result of the Improvements must be
increased by a minimum of 10% and must increase the annual tax by a minimum of
$500.00. Rebates shall not be paid based on any special assessment levy, debt
service levy, or any other levy that is exempted from treatment as tax increment
financing under the provisions of applicable law. The first Fiscal Year in respect of
which a Rebate may be given ("Year One") shall be the first full Fiscal Year for which
the assessment is based upon the completed value of the Phase 1 Improvements and
not based on a prior Fiscal Year for which the assessment is based solely upon (x) the
value of the Property, or upon (y) the value of the Property and a partial value of the
Improvements due to partial completion of such Improvements or a partial Fiscal Year.
As an example of the above provision, in the event all Phase 1 Improvements on
the Property are Substantially Completed prior to January 1, 2025 and the Property and
Phase 1 Improvements are assessed as fully completed based on the Plans, as may be
revised, the property taxes that would be assessed based on the January 1, 2025
assessed value would be for the Fiscal Year ending June 30, 2027, with the taxes
payable one-half by September 30, 2026 and one-half by March 31, 2027, then the first
Rebate could be applied for after March 31, 2027 and prior to April 1, 2028.
9. Limitations on Payment of Rebates.
A. Each payment of a Rebate is subject to annual appropriation by the
city council each fiscal year. City has no obligation to make any payments to
Company as contemplated under this Agreement until the city council annually
appropriates the funds necessary to make such payments. The right of non -
appropriation reserved to City in this paragraph is intended by the parties, and
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shall be construed at all times, so as to ensure that City's obligation to make
future payments of Rebates shall not constitute a legal indebtedness of City
within the meaning of any applicable constitutional or statutory debt limitation
prior to the adoption of a budget which appropriates funds for the payment of that
installment or amount. In the event that any of the provisions of this Agreement
are determined by a court of competent jurisdiction or by City's bond counsel to
create, or result in the creation of, such a legal indebtedness of City, the
enforcement of the said provision shall be suspended, and the Agreement shall
at all times be construed and applied in such a manner as will preserve the
foregoing intent of the parties, and no Event of Default by City shall be deemed
to have occurred as a result thereof. If any provision of this Agreement or the
application thereof to any circumstance is so suspended, the suspension shall
not affect other provisions of this Agreement which can be given effect without
the suspended provision. To this end the provisions of this Agreement are
severable.
B. Notwithstanding the provisions of Section 8 hereof, City shall have
no obligation to make a payment of a Rebate to Company if at any time during
the term hereof City fails to appropriate funds for payment; City receives an
opinion from its legal counsel to the effect that the use of Tax Increments
resulting from the Property and Improvements to fund a Rebate payment to
Company, as contemplated under Section 8 above, is not, based on a change in
applicable law or its interpretation since the date of this Agreement, authorized or
otherwise an appropriate urban renewal activity permitted to be undertaken by
City under the Urban Renewal Act or other applicable provisions of the Code, as
then constituted or under controlling decision of any Iowa court having jurisdiction
over the subject matter hereof; or City's ability to collect Tax Increment from the
Improvements and Property is precluded or terminated by legislative changes to
Iowa Code Chapter 403. Upon occurrence of any of the foregoing circum-
stances, City shall promptly forward notice of the same to Company. If the
circumstances continue for a period during which two (2) annual Rebate
payments would otherwise have been paid to Company under the terms of
Section 8, then City may terminate this Agreement, without penalty or other
liability to City, by written notice to Company.
C. For purposes of this Agreement, "Tax Increments" shall mean the
property tax revenues on the Improvements and Property received by and made
available to City for deposit in an account maintained under this Agreement, the
provisions of Iowa Code § 403.19 and the ordinance governing the Urban
Renewal Plan.
10. Conditions to City Funding.
A. The complete or initial funding by City of the Rebates and other
Project commitments shall be deemed an agreement of the parties that the
applicable conditions to disbursement of funds shall, as of the date of such
funding, have been satisfied or waived. If the conditions set forth in this Section
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are not satisfied at a Rebate disbursement date, this Agreement shall terminate
unless a new disbursement date is established by amendment to this Agreement.
The termination of this Agreement shall be the sole remedy available to City or
Company if, for whatever reason, a condition set forth in this Section is not
satisfied at a Rebate payment date, it being understood that each party shall
nonetheless incur costs and liabilities prior thereto for which they alone are
responsible. City and Company each expressly assumes all responsibility for the
costs and liabilities they may each so incur prior to a Rebate payment date and
agree to indemnify and hold each other harmless therefrom.
B. It is recognized and agreed that the ability of the City to perform the
obligations described in this Agreement, including but not limited to the Rebate
payments, is subject to completion and satisfaction of certain separate city
council actions and required legal proceedings relating to the creation of a tax
increment financing (TIF) district, including the holding of public hearings on the
same. Further, all the obligations of City under this Agreement are subject to
fulfillment, on or before each Rebate payment date, of each of the following
conditions precedent:
(i) The representations and warranties made by Company in
Section 13 shall be true and correct as of the Rebate disbursement date
with the same force and effect as if made at such date.
(ii) Company shall be in material compliance with all the terms
and provisions of this Agreement.
(iii) There has not been, as of the Rebate disbursement date, a
substantial change for the worse in the financial resources and ability of
Company, or a substantial decrease in the financing commitments
secured by Company for construction of the Improvements, which
change(s) makes it likely, in the reasonable judgment of the City, that
Company will be unable to fulfill its covenants and obligations under this
Agreement.
11. 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(s) to maintain, as applicable, builder's
risk, property damage, and liability insurance coverages with respect to the
Improvements in such amounts as are customarily carried by like organizations
engaged in activities of comparable size and liability exposure, and shall provide
evidence of such coverages to the City upon request.
B. Until the Improvements are Substantially Completed, Company
shall make such reports to City, in such detail and at such times as may be
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reasonably requested by City, as to the actual progress of Company with respect
to construction of the Improvements.
C. During construction of the Improvements and thereafter until the
MAA termination date Company will cooperate fully with the City in resolution of
any traffic, parking, trash removal or public safety problems which may arise in
connection with the construction and operation of the Improvements.
D. Company will comply with all applicable land development laws and
City and county ordinances, and all laws, rules and regulations relating to its
businesses, other than laws, rules and regulations where the failure to comply
with the same or the sanctions and penalties resulting therefrom, would not have
a material adverse effect on the business, property, operations, or condition,
financial or otherwise, of Company.
E. Until the MAA termination date(s) Company will maintain, preserve
and keep the Project Property conveyed to it, including but not limited to the
Improvements, in good repair and working order, ordinary wear and tear
excepted, and from time to time will make all necessary repairs, replacements,
renewals and additions.
F. The Project Property will have a taxable value as set forth in the
MAA(s) and any amendments thereto, and Company agrees that the minimum
actual value of the Project Property and completed Improvements as stated in
the MAA(s) and any amendments thereto will be a reasonable estimate of the
actual value of the Project Property and Improvements for ad valorem property
tax purposes. Company agrees that it will spend enough in construction of the
Improvements that, when combined with the value of the Project Property and
related site improvements, will equal or exceed the assessor's minimum actual
value for the Project Property and Improvements as set forth in the MAA(s) and
any amendments thereto.
G. Until the MAA termination date(s) Company agrees that (1) it will
not undertake, in any other municipality in Black Hawk County, the construction
or rehabilitation of any commercial property as a primary location for Company's
business operations of the type to be conducted on the Project Property, and (2)
it will make no conveyance, lease or other transfer of the Project Property or any
interest therein that would cause the Project Property or any part thereof to be
classified as exempt from taxation or subject to centralized assessment or
taxation by the State of Iowa.
H. 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 Project
Property conveyed to it. Company agrees that (1) 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
Project Property that is determined by any tax official to be applicable to the
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Project Property or to Company, or raise the inapplicability or constitutionality of
any such tax statute or regulation as a defense in any proceedings of any type or
nature, including but not limited to delinquent tax proceedings, and (2) it will not
seek any tax deferral, credit 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 Project Property.
12. 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.
13. Representations and Warranties of Company. Company hereby
represents and warrants as follows:
A. Company is not prohibited from consummating the transaction
contemplated in this Agreement by any law, regulation, agreement, instrument,
restriction, order or judgment.
B. Company is duly organized, validly existing, and in good standing
under the laws of the state of its organization and is duly qualified and in good
standing under the laws of the State of Iowa.
C. Company has full right, title, and authority to execute and perform
this Agreement and to consummate all of the transactions contemplated herein,
and each person who executes and delivers this Agreement and all documents
to be delivered to City hereunder is and shall be authorized to do so on behalf of
Company.
D. The execution and delivery of this Agreement, the consummation of
the transactions contemplated hereby, and the fulfillment of or compliance with
the terms and conditions of this Agreement are not prevented by, limited by, in
conflict with, or result in a violation or breach of, the terms, conditions or
provisions of the articles of organization or bylaws of Company or of any
contractual restriction, evidence of indebtedness, agreement or instrument of
whatever nature to which Company is now a party or by which it or its property is
bound, nor do they constitute a default under any of the foregoing.
E. Assuming due authorization, execution and delivery by the other
parties hereto, this Agreement is in full force and effect and is a valid and legally
binding instrument of Company that is enforceable in accordance with its terms,
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except as the same may be limited by bankruptcy, insolvency, reorganization or
other laws relating to or affecting creditors' rights generally.
F. There are no actions, suits or proceedings pending or threatened
against 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 an adverse
decision which could materially adversely affect the business (present or
prospective), financial position, or results of operations of Company or which in
any manner raises any questions affecting the validity of the Agreement or
Company's ability to perform its obligations under this Agreement.
14. Indemnification and Releases.
A. Company hereby releases City, its elected officials, officers,
employees, and agents (collectively, the "indemnified parties") from, covenants
and agrees that the indemnified parties shall not be liable for, and agrees to
indemnify, defend and hold harmless the indemnified parties against, any loss or
damage to property or any injury to or death of any person occurring at or about
the Project Property arising after Company's lease or acquisition of the same or
resulting from any defect in the Improvements. The indemnified parties shall not
be liable for any damage or injury to the persons or property of Company or its
directors, officers, employees, contractors or agents, or any other person who
may be about the Project Property or the Improvements, due to any act of
negligence 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 the
indemnified parties harmless, from any claim, demand, suit, action or other
proceedings or any type or nature whatsoever by any person or entity
whatsoever that arises or purportedly arises from (1) any violation of any
agreement or condition of this Agreement (except with respect to any suit, action,
demand or other proceeding brought by Company against the City to enforce its
rights under this Agreement), or (2) the acquisition and condition of the Project
Property and the construction, installation, ownership, and operation of the
Improvements, or (3) any hazardous substance or environmental contamination
located in or on the Project Property, but only to the extent such liability has not
been previously transferred to and accepted by the City in writing.
C. The provisions of this Section shall survive the expiration or
termination of this Agreement.
15. Obligations Contingent. Each and every obligation of City under this
Agreement is expressly made subject to and contingent upon City's completion of all
procedures, hearings and approvals deemed necessary by City or its legal counsel for
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amendment of the urban renewal plan applicable to the Project Property and/or project
area, all of which must be completed within 180 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 180-day period is
subject to reverter of title, revocation, repayment or other appropriate action to restore
such property, benefit or incentive to City, and Company agrees to cooperate diligently
and in good faith with any reasonable 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 5% per annum
commencing with the date of demand for payment, if said payment is not remitted to
City within 30 days.
16. No Assignment or Conveyance. Company agrees that it will not sell,
convey, assign or otherwise transfer its interest in the Project 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. Reasonable grounds for the City to withhold its
consent shall include but are not limited to the inability of the proposed transferee to
demonstrate to the City's satisfaction that it has the financial ability to observe all of the
terms to be performed by Company under this Agreement.
17. 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 that
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, any part of the Project 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 any of the Project Property;
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;
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
Company 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 and
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such petition or answer shall not be discharged or denied within ninety (90) days
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 any of the Project Property.
F. Any representation or warranty made by Company in this
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.
18. 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
Company of the Event of Default, provided that by the conclusion of such period
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 have provided
assurances reasonably satisfactory to the City that the Event of Default will be
cured as soon as reasonably possible. Upon termination, City may exercise any
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 Project Property or portion thereof as set forth in this
Agreement.
B. Default by City. Whenever any Event of Default in respect of City
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
30 days and City shall not have provided assurances reasonably satisfactory to
the Company that the Event of Default will be cured as soon as reasonably
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
equity or by statute. Waiver as to any particular default, or delay or omission in
exercising any right or power accruing upon any default, shall not be construed
as a waiver of any other or any subsequent default and shall not impair any such
right or power.
19. Materiality of Company's Promises, Covenants, Representations,
and Warranties. Each and every promise, covenant, representation, and warranty set
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forth in this Agreement on the part of Company to be performed is a material term of
this Agreement, and each and every such promise, covenant, representation, and
warranty constitutes a material inducement for City to enter this Agreement. Company
acknowledges that without such promises, covenants, representations, and warranties,
City would not have entered this Agreement. Upon breach of any promise or covenant,
or in the event of the incorrectness or falsity of any representation or warranty, City
may, at its sole option and in addition to any other right or remedy available to it,
terminate this Agreement and declare it null and void.
20. Performance by City. Company acknowledges and agrees that all of the
obligations of City under this Agreement shall be subject to, and performed by City in
accordance with, all applicable statutory, common law or constitutional provisions and
procedures consistent with City's lawful authority. All covenants, stipulations, promises,
agreements and obligations of City contained in this Agreement shall be deemed to be
the covenants, stipulations, promises, agreements and obligations of City and not of any
governing body member, officer, employee or agent of City in the individual capacity of
such person.
21. No Third -Party Beneficiaries. No rights or privileges of any party hereto
shall inure to the benefit of any contractor, subcontractor, material supplier, or any other
person or entity, and no such contractor, subcontractor, material supplier, or other
person or entity shall be deemed to be a third -party beneficiary of any of the provisions
of this Agreement.
22. 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, facsimile
number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the
Community Planning and Development Director.
(b) if to Company, at 1918 St. Andrews Court NE, Cedar Rapids, Iowa
52402, Attention: Trey Adair.
Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in
person, (ii) one (1) business day following deposit for overnight delivery to an overnight
air courier service which guarantees next day delivery, (iii) four (4) business days
following the date of deposit if mailed by United States registered or certified mail,
postage prepaid, or (iv) when transmitted by facsimile so long as the sender obtains
written electronic confirmation from the sending facsimile machine that such
transmission was successful. A party may change the address for giving notice by any
method set forth in this Section.
23. No Joint Venture. Nothing in this Agreement shall, or shall be deemed or
construed to, create or constitute any joint venture, partnership, agency, employment, or
13
4867-5070-4986, v. 1
any other relationship between the City and Company nor to create any liability for one
party with respect to the liabilities or obligations of the other party or any other person.
24. Amendment, Modification, and Waiver. No amendment, modification,
or waiver of any condition, provision, or term of this Agreement shall be valid or of any
effect unless made in writing, signed by the party or parties to be bound or by the duly
authorized representative of same, and specifying with particularity the extent and
nature of the amendment, modification, or waiver. Any waiver by any party of any
default by another party shall not affect or impair any rights arising from any subsequent
default.
25. Severability; Reformation. Each provision, section, sentence, clause,
phrase, and word of this Agreement is intended to be severable. If any portion of this
Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the
offending provision or part thereof shall be deemed severed from this Agreement and
the remaining provisions of this Agreement shall not be affected thereby and shall
continue in full force and effect. If, for any reason, a court finds that any portion of this
Agreement is invalid or unenforceable as written, but that by limiting such provision or
portion thereof it would become valid and enforceable, then such provision or portion
thereof shall be deemed to be written, and shall be construed and enforced, as so
limited.
26. Captions. All captions, headings, or titles in the paragraphs or sections of
this Agreement are inserted only as a matter of convenience and/or reference, and they
shall in no way be construed as limiting, extending, or describing either the scope or
intent of this Agreement or of any provisions hereof.
27. Interpretation. This Agreement shall not be construed more strictly
against one party than against the other merely by virtue of the fact that it may have
been prepared by counsel for one of the parties, it being recognized that the parties
hereto and their respective attorneys have contributed substantially and materially to the
preparation of each and every provision of this Agreement.
28. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
29. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original and all of which, taken together, shall
constitute one and the same instrument.
30. Entire Agreement. This Agreement, together with the exhibits attached
hereto, constitutes the entire agreement of the parties and supersedes all prior or
contemporaneous negotiations, discussions, understandings, or agreements, whether
oral or written, with respect to the subject matter hereof.
31. Time of Essence. Time is of the essence of this Agreement.
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4867-5070-4986, v 1
IN WITNESS WHEREOF, the parties have executed this Development
Agreement by their duly authorized representatives as of the date first set forth above.
CITY OF WATERLOO, IOWA
CEDAR CROSSING STORAGE, LLC
BY: C CcD UqC J3 By:
Quentin M. Hart, Mayor
Attest: . �(,ti (j w
Kel y Felchle, City Clerk
Trev Adair
Managing Member/Partner
PERSONAL GUARANTY. The undersigned partners 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 all promises and covenants on the part of
Company to be performed pursuant to the foregoing Agreement, including but not limited
to the duties of indemnity set forth therein, if any. Liability of guarantors hereunder is joint
and several.
Trev Adair
15
4867-5070-4986, v. 1
EXHIBIT "A"
Legal Description of Property
Lots 3 and 4, Cedar Valley Crossing, City of Waterloo, Black Hawk County, Iowa.
EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as of
, 2023, by and among the CITY OF WATERLOO, IOWA ("City"),
CEDAR CROSSING STORAGE, LLC ("Company"), and the COUNTY ASSESSOR of
the City of Waterloo, Iowa ("Assessor").
WITNESSETH:
WHEREAS, on or before the date hereof the City and Company have entered
into a development agreement (the "Development Agreement") regarding certain real
property (the "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 within the City and within the
Martin Road Development Plan Area, including the construction of certain
improvements as described in the Development Agreement (the "Minimum
Improvements") on the Property (the "Project"); and
WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the
Company desire to establish a minimum actual value for the Property and the Minimum
Improvements to be constructed thereon by Company pursuant to the Development
Agreement, which shall be effective upon substantial completion of the Project and from
then until this Agreement is terminated pursuant to the terms herein and which is
intended to reflect the minimum actual value of the land and buildings as to the Project
only; and
WHEREAS, the City and the Assessor have reviewed the preliminary plans and
specifications for the Minimum Improvements which the parties contemplate will be
erected as a part of the Project.
NOW, THEREFORE, the parties hereto, in consideration of the promises,
covenants, and agreements made by each other, do hereby agree as follows:
1. Upon substantial completion of construction of the Minimum
Improvements by Company, the minimum actual taxable value which shall be fixed for
assessment purposes for the Property and Minimum Improvements to be constructed
thereon by Company as a part of the Project shall not be less than $1,680,000.00 (the
"Minimum Actual Value") until termination of this Agreement. The parties hereto agree
that construction of the Minimum Improvements will be substantially completed by the
date set forth in the Development Agreement, and in any case if the Minimum
Improvements are not substantially completed by December 31, 2024 the parties agree
to execute an amendment to this Agreement that will extend the date specified in
Section 2 below.
2. The Minimum Actual Value herein established shall be of no further force
and effect, and this Minimum Assessment Agreement shall terminate, on December 31,
2034. The Minimum Actual Value shall be maintained during such period regardless of:
(a) any failure to complete the Minimum Improvements; (b) destruction of all or any
portion of the Minimum Improvements; (c) diminution in value of the Property or the
Minimum Improvements; or (d) any other circumstance, whether known or unknown and
whether now existing or hereafter occurring.
3. Company 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 Property and the
Minimum Improvements pursuant to the provisions of this Agreement and the
Development Agreement. Such tax payments shall be made without regard to any loss,
complete or partial, to the Property or the Minimum Improvements, any interruption in,
or discontinuance of, the use, occupancy, ownership or operation of the Property or the
Minimum Improvements by Company or any other matter or thing which for any reason
interferes with, prevents or renders burdensome the use or occupancy of the Property
or the Minimum Improvements.
4. Company agrees that its obligation 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 Company (not limited to the statutory remedies for unpaid taxes) and that Company
shall not be entitled to any abatement or diminution thereof, or set off therefrom, nor to
any early termination of this Agreement for any reason whatsoever.
5. Nothing herein shall be deemed to waive the Company's rights under Iowa
Code § 403.6, as amended, to contest that portion of any actual value assignment
made by the Assessor in excess of the Minimum Actual Value established herein. In no
event, however, shall the Company seek or cause the reduction of the actual value
assigned below the Minimum Actual Value established herein during the term of this
Agreement. Nothing herein shall limit the discretion of the Assessor to assign at any
time an actual value to the land and Minimum Improvements in excess of the Minimum
Actual Value.
6. Company agrees that during the term of this Agreement it will not:
(a) seek administrative review or judicial review of the applicability or
constitutionality of any Iowa tax statute relating to the taxation of property
contained as a part of the Property or the Minimum Improvements determined by
any tax official to be applicable to the Property or the Minimum Improvements, or
raise the inapplicability or constitutionality of any such tax statute as a defense in
any proceedings, including delinquent tax proceedings; or
(b) seek any tax deferral, credit 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, including improvements and fixtures thereon,
contained in the Property or the Minimum Improvements; or
2
4867-5070-4986, v. 1
(c) request the Assessor to reduce the Minimum Actual Value; or
(d) appeal to the board of review of the city, county, state or to the
Director of Revenue of the State of Iowa to reduce the Minimum Actual Value; or
(e) cause a reduction in the actual value or the Minimum Actual Value
through any other proceedings.
7. 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.
8. Neither the preambles nor provisions of this Agreement are intended to, or
shall be construed as, modifying the terms of the Development Agreement.
9. Each provision, section, sentence, clause, phrase, and word of this
Agreement is intended to be severable. If any portion of this Agreement shall be
deemed invalid or unenforceable, whether in whole or in part, the offending provision or
part thereof shall be deemed severed from this Agreement and the remaining provisions
of this Agreement shall not be affected thereby and shall continue in full force and
effect. If, for any reason, a court finds that any portion of this Agreement is invalid or
unenforceable as written, but that by limiting such provision or portion thereof it would
become valid and enforceable, then such provision or portion thereof shall be deemed
to be written, and shall be construed and enforced, as so limited.
10. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the parties, including but not limited to future owners of the
Project property.
IN WITNESS WHEREOF, the parties have executed this Minimum Assessment
Agreement by their duly authorized representatives as of the date first set forth above.
[signatures on next page]
3
4867-5070-4986, v. 1
CITY OF WATERLOO, IOWA CEDAR CROSSING STORAGE, LLC
By: C_ 7 c-W\
By:
Quentin Hart, Mayor Trev Adair
Managing Member/Partner
Bv:
y Felc le, City C erk
STATE OF IOWA
) ss.
COUNTY OF BLACK HAWK )
On this trhday of '{% I , 2023, before me, a Notary Public in
and for the State of Iowa, perso ally appeared Quentin Hart and Kelley Felchle, to me
personally known, who being duly sworn, did say that they are the Mayor and City
Clerk, respectively, of the City of Waterloo, Iowa, a municipal corporation, created and
existing under the laws of the State of Iowa, and that the seal affixed to the foregoing
instrument is the seal of said municipal corporation, and that said instrument was signed
and sealed on behalf of said municipal corporation by authority and resolution of its City
Council, and said Mayor and City Clerk acknowledged said instrument to be the free act
and deed of said municipal corporation by it and by them voluntarily executed.
4 j:1AL
0
IOWA
BRITNI C PERKINS
COMMISSION NO.845529
MY COMMISSION EXPIRES
JANUARY 27, 2026
STATE OF IOWA
COUNTY OF BLACK HAWK
Subscribed and sworn
) ss.
to before me on ,%iL /L- , 2023 by Trev Adair
as Mana.in. M- b-r/P. n of Cedar Crossing
TIM ANDERA
COMMISSION NO. 772518
MY COMMISSION EXPIRES
APRIL 11, 2024
Notary `Public
4
4867-5070-4986, v. 1
t)SfiaCii ti WITl 1
?<?411.014
y.
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CERTIFICATION OF ASSESSOR
The undersigned, having reviewed the plans and specifications for the Minimum
Improvements to be constructed and the market value assigned to the land upon which
the Minimum Improvements are to be constructed for the development, and being of the
opinion that the minimum market value contained in the foregoing Minimum
Assessment Agreement appears reasonable, hereby certifies as follows: The
undersigned Assessor, being legally responsible for the assessment of the property
described in the foregoing Minimum Assessment Agreement, certifies that the actual
value assigned to that land and improvements upon completion shall not be less than
One Million Six Hundred Eight Thousand and 00/100 Dollars ($1,680,000.00) until
termination of this Minimum Assessment Agreement pursuant to the terms hereof,
subject to adjustment as provided in said agreement.
Assessor for Black Hawk County, Iowa
Date
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on , 2023 by T.J.
Koenigsfeld, Assessor for Black Hawk County, Iowa.
Notary Public
REAL ESTATE PURCHASE AGREEMENT
TO: Operation Threshold ("Seller")
FROM: City of Waterloo, Iowa ("Buyer")
Buyer hereby offers to buy, and the Seller by its acceptance agrees to sell, the real property
situated on Gable Street in Waterloo, Black Hawk County, Iowa, identified as parcel8913-13-377-
011, legally described as per the abstract of title; together with any easements and appurtenant
servient estates, but subject to any reasonable easements of record for public utilities or roads, any
zoning restrictions customary restrictive covenants and mineral reservations of record, if any,
herein referred to as the "Property," upon the following terms and conditions:
1. PURCHASE PRICE. The Purchase Price shall be $3,860.00, due and payable in full at
closing.
2. POSSESSION AND CLOSING. Possession of the Property shall be delivered to Buyer at
closing. Closing shall occur at City Hall, 715 Mulberry Street, Waterloo, within sixty (60) days
after approval of this Agreement by the Waterloo City Council, on a date mutually agreeable to
the parties, subject to prior satisfaction or waiver of any conditions stated in this Agreement.
3. REAL ESTATE TAXES. N/A — The Property is exempt from real estate taxes.
4. SPECIAL ASSESSMENTS. Seller shall pay at time of closing all installments of special
assessments which are a lien on the Property as of closing or which can be verified to be owing as
of the closing date but are not yet certified as a lien. Buyer shall pay all other special assessments
or installments.
5. RISK OF LOSS AND INSURANCE. Seller agrees to maintain existing insurance, if any,
to the date of closing and shall bear the risk of loss or damage to the Property until the date of
closing. In the event of substantial damage or destruction prior to closing, the Buyer shall have
the option to complete the closing and receive insurance proceeds regardless of the extent of
damages or to declare this Agreement null and void.
6. FIXTURES. Included with the Property shall be all fixtures that integrally belong to, are
specifically adapted to or are a part of the real estate, whether attached or detached. The following
items shall not be included:
7. CONDITION OF PROPERTY. The Property as of the date of this Agreement, including
buildings, grounds, and all improvements, will be preserved by the Seller in its present condition
until closing, ordinary wear and tear excepted. Seller sells the Property "AS IS" and makes no
warranties, expressed or implied, as to the condition of the Property.
Within 30 days after the acceptance of this Agreement, Buyer may, at its sole expense, have
the property inspected by a person or persons of its choice to determine if there are any
environmental or other deficiencies, and during such period Buyer may conduct other studies,
investigations and feasibility review. Seller shall cooperate in providing reasonable access to
Buyer's inspectors. Within this same period, the Buyer may notify the Seller in writing of any
deficiency. The Seller shall immediately notify the Buyer in writing of what steps, if any, the
Seller will take to correct any deficiencies before closing. The Buyer shall then immediately in
writing notify the Seller that (1) such steps are acceptable, in which case this Agreement, as so
modified, shall be binding upon all parties; or (2) that such steps are not acceptable. in which case
this Agreement shall be null and void, and any earnest money shall be returned to Buyer.
8. ABSTRACT AND TITLE. Buyer shall, at its own expense, obtain an abstract of title to
the Property continued through a date that is within 30 days of the closing, and shall deliver it to
Buyer's attorney for examination. It shall show marketable title in Seller in conformity with this
Agreement, Iowa law, and title standards of the Iowa State Bar Association. The Seller shall make
every reasonable effort to promptly perfect the title. If closing is delayed due to Seller's inability
to provide marketable title, this Agreement shall continue in force and effect until either party
rescinds the Agreement after giving 10 days' written notice to the other party. The abstract shall
become the property of Buyer when the Purchase Price is paid in full. Seller shall pay the costs of
any additional abstracting and title work due to any act or omission of Seller, including transfers
by or the death of Seller or its assignees.
9. SURVEY. Buyer may, at Buyer's expense, have the Property surveyed and certified by a
registered land surveyor prior to closing if a survey is required by law. If the survey shows an
encroachment on the Property or if any improvements located on the Property encroach on lands
of others, the encroachments shall be treated as a title defect.
10. ENVIRONMENTAL MATTERS.
A. Seller warrants to the best of its knowledge and belief that there are no abandoned
wells, solid waste disposal sites, hazardous wastes or substances, or underground storage tanks
located on the Property, the Property does not contain levels of radon gas, asbestos, or urea -
formaldehyde foam insulation which require remediation under current governmental
standards, and Seller has done nothing to contaminate the Property with hazardous wastes or
substances. Seller warrants that the property is not subject to any local, state, or federal judicial
or administrative action, investigation or order, as the case may be, regarding wells, solid waste
disposal sites, hazardous wastes or substances, or underground storage tanks. Any other
exceptions to the warranties set forth above are fully described here or on a separate addendum
attached hereto:
B. Seller hereby represents that, to the best of its knowledge and belief, there is no active
or abandoned septic tank or septic system on the property, except as described here:
C. Buyer may, at Buyer's expense, have the Property inspected further for the existence
of any hazardous materials, substances, or wastes, and may have a Phase I environmental
assessment completed. Seller shall cooperate in providing reasonable access to Buyer's
inspectors and engineers. Seller shall provide to Buyer a copy of any report or information in
Seller's possession with respect to environmental assessment, investigation, testing or
2
•
remediation. If hazardous materials, substances, or wastes are discovered on the Property,
Buyer's obligation hereunder shall, unless waived by Buyer, be contingent upon the removal
of such materials, substances, conditions or wastes or other resolution of the matter reasonably
satisfactory to Buyer. However, in the event Seller is required to expend any sum in excess of
$100 to remove any hazardous materials, substances, conditions or wastes, Seller shall have
the option to cancel this transaction and refund to Buyer all earnest money paid and declare
this Agreement null and void. The expense of any action necessary to remove or otherwise
make safe any hazardous material, substances, conditions or waste shall be paid by Seller,
subject to Seller's right to cancel this transaction as provided above. Notwithstanding the
above, asbestos on the premises is not included in Seller's remediation duties as Buyer will
remove same at its own expense in connection with demolition.
11. DEED. Upon payment of the Purchase Price, Seller shall convey the Property to Buyer by
warranty deed, free and clear of all liens, restrictions, and encumbrances except as provided in this
Agreement. General warranties of the title shall extend to the time of delivery of the deed
excepting liens and encumbrances suffered or permitted by Buyer.
12. JOINT TENANCY IN PROCEEDS AND IN REAL ESTATE. If Seller, immediately
preceding acceptance of the offer, holds title to the Property in joint tenancy with full rights of
survivorship, and the joint tenancy is not later destroyed by operation of law or by acts of the
Seller, then the proceeds of this sale, and any continuing or recaptured rights of Seller in the
Property, shall belong to Seller as joint tenants with full rights of survivorship and not as tenants
in common; and Buyer in the event of death of any Seller, agree to pay any balance of the price
due Seller under this contract to the surviving Seller and to accept a deed from the surviving Seller
consistent with Paragraph 15.
13. JOINDER BY SELLER'S SPOUSE. c " f not a title holder-in—i mediat ly
dower, homest ad, and distributive share or in compliance' S ion 5611.13 of t e e o
T ..1 0 t t th deed or r al state cent t f th' r N/A.
14. STATEMENT AS TO LIENS. If Buyer intends to assume or take subject to a lien on the
Property, Seller shall furnish Buyer with a written statement prior to closing from the holder of
such lien, showing the correct balance due.
15. USE OF PURCHASE PRICE. At time of settlement, funds of the Purchase Price may be
used to pay taxes and other liens and to acquire outstanding interests, if any, of others.
16. 1031 EXCHANGE. If Seller desires to structure a 1031 tax deferred exchange in
connection with the prepes
reasonable request -from -Seller, and to execute any reasonable documentation requested by the
exchange agent, to facilitate an exchange. N/A.
17. APPROVAL OF COURT. If the Property is an asset of any estate, trust, conservatorship,
or receivership, this Agreement shall be subject to court approval, unless declared unnecessary by
Buyer's attorney. If necessary, the appropriate fiduciary shall proceed promptly to a hearing for
court approval. In that event a court officer's deed shall be used to convey title.
3
18. REMEDIES OF THE PARTIES.
A. If Buyer fails to timely perform this Agreement, Seller may forfeit it as provided in the
Iowa Code (Chapter 656), and all payments made shall be forfeited; or, at Seller's option, upon
thirty days' written notice of intention to accelerate the payment of the entire balance because
of Buyer's default (during which thirty days the default is not corrected), Seller may declare
the entire balance immediately due and payable. Thereafter this Agreement may be foreclosed
in equity and the Court may appoint a receiver.
B. If Seller fails to timely perform this Agreement, Buyer has the right to have all payments
made returned to it, or Buyer may require specific performance by Seller.
C. Buyer and Seller are also entitled to utilize any and all other remedies or actions at law
or in equity available to them, and the prevailing parties shall also be entitled to obtain
judgment for costs and attorney fees.
19. NOTICE. Any notice under this Agreement shall be in writing and be deemed served when
it is delivered by personal delivery or mailed by certified mail, addressed to the parties at the
addresses given below.
Seller: Operation Threshold
P.O. Box 4120
Waterloo, IA 50704
Attn: Executive Director
Buyer: City of Waterloo
715 Mulberry Street
Waterloo, IA 50703
Attn: Community Planning & Development Director
20. GENERAL PROVISIONS. In the performance of each part of this Agreement, time shall
be of the essence. Failure to promptly assert rights herein shall not, however, be a waiver of such
rights or a waiver of any existing or subsequent default. This Agreement shall apply to and bind
the successors in interest of the parties. This Agreement shall survive the closing. This Agreement
contains the entire agreement of the parties and shall not be amended except by a written
instrument duly signed by Seller and Buyer. Paragraph headings are for convenience of reference
and shall not limit or affect the meaning of this Agreement. Words and phrases herein shall be
construed as in the singular or plural number, and as masculine, feminine or neuter gender
according to the context.
21. NO REAL ESTATE AGENT OR BROKER. Neither party has used the service of a real
estate agent or broker in connection with this transaction.
22. ADDITIONAL PROVISIONS.
4
A. The parties acknowledge that Buyer is acquiring the Property for economic development
purposes. Buyer's rights and duties under this Agreement are assignable to any person or
entity that will further the economic development objectives contemplated by Buyer.
B. Special contingencies to effectiveness of Agreement. Notwithstanding any signatures
below by representatives of Buyer, this Agreement is expressly subject to approval by the
city council of Buyer.
C. Closing Costs. Buyer shall be responsible for all costs of closing.
23. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the
parties, superseding all prior or contemporaneous understandings, negotiations, discussions, or
agreements between the parties with respect to the subject matter hereof.
24. ACCEPTANCE. When accepted, this Agreement shall become a binding contract. If not
accepted by Seller on or before April 10, 2023, Buyer may retract this Agreement, and it shall then
be null and void.
BUYER
City of Waterloo, Iowa
By: l.L.—IV6c>%
Mayor
Accepted by Seller 4/3/�o�.3
SELLER
Operation Threshold