HomeMy WebLinkAboutJ & R Real Estate Holdings, LLC - (RECORDED) DA and MAA - 6.3.2024 2024-16425
RECORDED:06/26/2024 03:06:45 PM
RECORDING FEE:$77.00
REVENUE TAX:$
COMBINED FEE:$77.00
SANDIE L.SMITH,RECORDER
BLACK HAWK COUNTY,IOWA
Cchi Cr(* lAl6 V I U0
Preparer: 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
\ALt , 2024, by and between J & R Real Estate Holdings LLC
("Company"), and the City of Waterloo, Iowa ("City").
RECITALS
A. Company is willing and able to finance and rehabilitate 19 residential units
and additional commercial space in buildings located at 1721-1729
Mulberry Street, Waterloo, Iowa (the "Property"), legally described as set
forth on Exhibit "A" attached hereto.
B. City considers economic development within the City a benefit to the
community and is willing for the overall good and welfare of the community
to provide financial incentives so as to encourage that goal. City believes
that rehabilitation of the Property is in the 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. Property Preparation. Company is the owner of the Property. Company
shall, at its own expense, remove and properly dispose of debris, and otherwise prepare
the Property for renovation.
2. Improvements by Company. Company shall (a) remove and properly
dispose of all debris and unwanted personal property, (b) rehabilitate the existing
structure on the Property to produce 19 units for multi-family residential purposes, a day
care center, and an events center, and (c) make other improvements to the buildings
and grounds (collectively, the "Improvements"). The Improvements shall be constructed
in accordance with the terms of this Agreement and with all applicable City, state, and
federal building codes, shall comply with all applicable City ordinances and other
applicable law, and shall be of a scope and scale as described in Company's plans
submitted to City. 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 other work to make the project
site 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 rehabilitate
the Property in a timely manner constitutes a material inducement for the City to extend
the development incentives provided for in this Agreement, 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 the work no later than June 1,
2025 (the "Start Date") and Substantially Complete rehabilitation of the buildings and all
units no later than September 1, 2026 (the "Project Completion Date"). For purposes of
this Agreement, "Substantially Complete" means the date on which the rehabilitation
Improvements have been completed to the extent necessary for the City to issue a
certificate of occupancy relating thereto and City has also verified that any Project
element for which no permit was necessary has been Substantially Completed.
If Company does not Substantially Complete construction of the
Improvements on the schedule stated above, then City may terminate this Agreement
as set forth in Section 10, 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 to begin or Substantially Complete 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.
4. City Incentives. City agrees to provide the following assistance to
facilitate the Project:
A. Grants. As provided in the City's infill housing policy, City will pay
Company a grant of$5,000.00 for each apartment unit completed for a maximum
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total incentive of$95,000.00, payable within ninety (90) days after City has
verified that the Improvements have been Substantially Completed.
B. Tax Abatement. Because the Property is located in a designated
Consolidated Urban Revitalization Area (CURA), the Property is eligible for tax
exemption consistent with and to the extent provided for in Iowa law, provided
that Company meets all requirements to qualify for such exemption.
5. 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
$2,250,000.00 (the "Minimum Actual Value"), through:
(a) willful destruction of the Property, the 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.
6. 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.
7. Representations and Warranties of Company. Company hereby
represents and warrants as follows:
A. It 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.
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B. It has all requisite power and authority to own and operate its
properties, to carry on its business as now conducted and as presently proposed
to be conducted, and to enter into and perform its obligations under this
Agreement.
C. This Agreement has been duly and validly authorized, executed
and delivered by Company and, assuming due authorization, execution and
delivery by the other parties hereto, is in full force and effect and is a valid and
legally binding instrument of Company that is enforceable in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency,
reorganization or other laws relating to or affecting creditors' rights generally.
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 operating agreement 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. 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.
8. 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. Until the Improvements have been Substantially Completed,
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.
B. 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 where 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.
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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 agrees during construction of the Improvements and
thereafter until the MAA termination date 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 companies
engaged in activities of comparable size and liability exposure, and shall provide
evidence of such coverages to the City upon request.
E. Until the MAA termination date, 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
will make all necessary repairs, replacements, renewals and additions.
F. The Property will have a taxable value as set forth in the MAA and
any amendments thereto, and Company agrees that the minimum actual value of
the Property and completed Improvements as stated in the MAA and any
amendments thereto will be a reasonable estimate of the actual value of the
Property and Improvements for ad valorem property tax purposes. Company
agrees that it will spend enough in rehabilitation and construction of the
Improvements that, when combined with the value of the Property and related
site improvements, will equal or exceed the assessor's minimum actual value for
the Property and Improvements as set forth in the MAA and any amendments
thereto.
G. Until the MAA termination date Company agrees that it will make no
conveyance, lease or other transfer of the Property or any interest therein that
would cause the 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 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 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 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 Property.
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9. 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 Improvements to be commenced
and completed pursuant to the terms, conditions and limitations of this
Agreement;
B. 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;
C. 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.
D. 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
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 the Property.
10. Remedies.
A. Default by Company. Whenever any Event of Default in respect of
Company occurs and is continuing, 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 Property as set forth in this Agreement.
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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.
11. Indemnification. 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 site 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 site 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. The provisions of this
Section shall survive the expiration or termination of this Agreement.
12. Materiality of Company's Promises, Covenants, Representations,
and Warranties. Each and every promise, covenant, representation, and warranty set
forth in this Agreement on the part of Company to be performed is a material term of
this Agreement, and each and every such promise, covenant, representation, and
warranty constitutes a material inducement for City to enter this Agreement. Company
acknowledges that without such promises, covenants, representations, and warranties,
City would not have entered this Agreement. Upon breach of any promise or covenant,
or in the event of the incorrectness or falsity of any representation or warranty, City
may, at its sole option and in addition to any other right or remedy available to it,
terminate this Agreement and declare it null and void.
13. 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,
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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.
14. 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.
15. 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 237 Prospect Avenue, Waterloo, Iowa 50703,
Attention: Managing Member.
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) three (3) business days
following the date of deposit if mailed by United States registered or certified mail,
postage prepaid, or (iv) when transmitted by facsimile so long as the sender obtains
written electronic confirmation from the sending facsimile machine that such
transmission was successful. A party may change the address for giving notice by any
method set forth in this Section.
16. No Joint Venture. Nothing in this Agreement shall, or shall be deemed or
construed to, create or constitute any joint venture, partnership, agency, employment, or
any other relationship between the City and Company nor to create any liability for one
party with respect to the liabilities or obligations of the other party or any other person.
17. 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.
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18. 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.
19. 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.
20. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
21. 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.
22. 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.
23. Time of Essence. Time is of the essence of this Agreement.
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 J & R REAL ESTATE HOLDINGS LLC
By: at_ciLA /Kw%
Quentin M. Hart, Mayor ReShonda Young
Managing Member
Attest:
Kelley Fel e, City Clerk
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EXHIBIT "A"
Legal Description of Property
Lot 7, except the North 51 feet of the East 95 feet thereof, and Lot 8, except that part thereof contained in
the parcel depicted in Plat of Survey Doc. #2014-18424; all in Block 4 in Zollinger's Addition to Waterloo,
Iowa.
AND
Lots 1, 2 and 3 in Block 5 in Alford's Addition to the City of Waterloo, Iowa.
AND
Lot 1 in Auditor's Plat number 8, Waterloo, Iowa, except that part thereof contained in the parcel depicted
in Plat of Survey Doc. #2014-18424.
AND
Lot 13 through 26, inclusive in Auditor's Plat number 8, Waterloo, Iowa, except those parts thereof
conveyed to the State of Iowa in 281 TLD 461.
AND
Beginning at the Northwest corner of Lot 15 in Auditor's Plat number 8, Waterloo, Iowa; thence West
along the South line of Mulberry Street, a distance of 50 feet to the Northeast corner of Lot 14 of said
addition; thence South a distance of 368.6 feet to the Southeast corner of Lot 22 of said addition; thence
East a distance of 50 feet to the Southwest corner of Lot 21 of said addition; thence North a distance of
367.9 feet to the point of beginning.
EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as of
3 , 2024, by and among the CITY OF WATERLOO, IOWA ("City"), J &
R REAL ESTATE HOLDINGS 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 a property within a designated urban
revitalization area of the City, 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 § 404.3C, 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 $2,250,000.00 (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, 2026 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,
2036. 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 § 404.3C 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
(c) request the Assessor to reduce the Minimum Actual Value; or
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(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]
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CITY OF WATERLOO, IOWA J & R REAL ESTATE HOLDINGS LLC
BY: s L� By: $LI
Quentin Hart, Major g/tAu-hebtt,
ReShonda You
Managing Member
By: u
,,e
Iley Fel Ie, City Clerk
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK
On this G"rh day of I'}8 , 2024, before me, a Notary Public in
and for the State of Iowa, personally 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.
BRITNI C PERKINS
a - COMMISSION NO,845529 N ublic
* "!! * MY COMMISSION EXPIRES
IOWA JANUARY 27,2026
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK
Subscribed and sworn to before me on fi/Ie 3 , 2024 by
ReShonda Young as Managing Member of J & R Real Estate Holdings LLC.
EMI umberSELIGAAidy
Commissionn Number849716 Notary Public
=,t My Commission Expires
/OW1w July 27,2026
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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 upon completion of the
improvements to be made on it, certifies that the actual value assigned to the land and
improvements upon completion shall not be less than Two Million Two Hundred Fifty
Thousand and 00/100 Dollars ($2,250,000.00) until termination of this Minimum
Assessment Agreement pursuant to the terms hereof, subject to adjustment as provided
in said agreement.
. 411111/
Asse :o or Bl.ck Hawk County, Iowa
6 - 4 � 2 Y
Date
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on c)Oni, (9 , 2024 by T.J.
Koenigsfeld, Assessor for Black Hawk County, Iowa.
ADRIENEr1
9424A1sCommission XTA.* OAARAAiiM Comm
100 February 23,2027 cotary Public
Preparer: 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
\jLnr1e 3 , 2024, by and between J & R Real Estate Holdings LLC
("Company"), and the City of Waterloo, Iowa ("City").
RECITALS
A. Company is willing and able to finance and rehabilitate 19 residential units
and additional commercial space in buildings located at 1721-1729
Mulberry Street, Waterloo, Iowa (the "Property"), legally described as set
forth on Exhibit "A" attached hereto.
B. City considers economic development within the City a benefit to the
community and is willing for the overall good and welfare of the community
to provide financial incentives so as to encourage that goal. City believes
that rehabilitation of the Property is in the 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. Property Preparation. Company is the owner of the Property. Company
shall, at its own expense, remove and properly dispose of debris, and otherwise prepare
the Property for renovation.
2. Improvements by Company. Company shall (a) remove and properly
dispose of all debris and unwanted personal property, (b) rehabilitate the existing
structure on the Property to produce 19 units for multi-family residential purposes, a day
care center, and an events center, and (c) make other improvements to the buildings
and grounds (collectively, the "Improvements"). The Improvements shall be constructed
in accordance with the terms of this Agreement and with all applicable City, state, and
federal building codes, shall comply with all applicable City ordinances and other
applicable law, and shall be of a scope and scale as described in Company's plans
submitted to City. 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 other work to make the project
site 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 rehabilitate
the Property in a timely manner constitutes a material inducement for the City to extend
the development incentives provided for in this Agreement, 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 the work no later than June 1,
2025 (the "Start Date") and Substantially Complete rehabilitation of the buildings and all
units no later than September 1, 2026 (the "Project Completion Date"). For purposes of
this Agreement, "Substantially Complete" means the date on which the rehabilitation
Improvements have been completed to the extent necessary for the City to issue a
certificate of occupancy relating thereto and City has also verified that any Project
element for which no permit was necessary has been Substantially Completed.
If Company does not Substantially Complete construction of the
Improvements on the schedule stated above, then City may terminate this Agreement
as set forth in Section 10, 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 to begin or Substantially Complete 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.
4. City Incentives. City agrees to provide the following assistance to
facilitate the Project:
A. Grants. As provided in the City's infill housing policy, City will pay
Company a grant of$5,000.00 for each apartment unit completed for a maximum
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total incentive of $95,000.00, payable within ninety (90) days after City has
verified that the Improvements have been Substantially Completed.
B. Tax Abatement. Because the Property is located in a designated
Consolidated Urban Revitalization Area (CURA), the Property is eligible for tax
exemption consistent with and to the extent provided for in Iowa law, provided
that Company meets all requirements to qualify for such exemption.
5. 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
$2,250,000.00 (the "Minimum Actual Value"), through:
(a) willful destruction of the Property, the 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.
6. 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.
7. Representations and Warranties of Company. Company hereby
represents and warrants as follows:
A. It 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.
3
B. It has all requisite power and authority to own and operate its
properties, to carry on its business as now conducted and as presently proposed
to be conducted, and to enter into and perform its obligations under this
Agreement.
C. This Agreement has been duly and validly authorized, executed
and delivered by Company and, assuming due authorization, execution and
delivery by the other parties hereto, is in full force and effect and is a valid and
legally binding instrument of Company that is enforceable in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency,
reorganization or other laws relating to or affecting creditors' rights generally.
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 operating agreement 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. 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.
8. 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. Until the Improvements have been Substantially Completed,
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.
B. 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 where 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.
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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 agrees during construction of the Improvements and
thereafter until the MAA termination date 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 companies
engaged in activities of comparable size and liability exposure, and shall provide
evidence of such coverages to the City upon request.
E. Until the MAA termination date, 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
will make all necessary repairs, replacements, renewals and additions.
F. The Property will have a taxable value as set forth in the MAA and
any amendments thereto, and Company agrees that the minimum actual value of
the Property and completed Improvements as stated in the MAA and any
amendments thereto will be a reasonable estimate of the actual value of the
Property and Improvements for ad valorem property tax purposes. Company
agrees that it will spend enough in rehabilitation and construction of the
Improvements that, when combined with the value of the Property and related
site improvements, will equal or exceed the assessor's minimum actual value for
the Property and Improvements as set forth in the MAA and any amendments
thereto.
G. Until the MAA termination date Company agrees that it will make no
conveyance, lease or other transfer of the Property or any interest therein that
would cause the 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 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 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 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 Property.
5
9. 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 Improvements to be commenced
and completed pursuant to the terms, conditions and limitations of this
Agreement;
B. 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;
C. 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.
D. 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
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 the Property.
10. Remedies.
A. Default by Company. Whenever any Event of Default in respect of
Company occurs and is continuing, 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 Property as set forth in this Agreement.
6
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.
11. Indemnification. 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 site 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 site 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. The provisions of this
Section shall survive the expiration or termination of this Agreement.
12. Materiality of Company's Promises, Covenants, Representations,
and Warranties. Each and every promise, covenant, representation, and warranty set
forth in this Agreement on the part of Company to be performed is a material term of
this Agreement, and each and every such promise, covenant, representation, and
warranty constitutes a material inducement for City to enter this Agreement. Company
acknowledges that without such promises, covenants, representations, and warranties,
City would not have entered this Agreement. Upon breach of any promise or covenant,
or in the event of the incorrectness or falsity of any representation or warranty, City
may, at its sole option and in addition to any other right or remedy available to it,
terminate this Agreement and declare it null and void.
13. 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,
7
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.
14. 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.
15. 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 237 Prospect Avenue, Waterloo, Iowa 50703,
Attention: Managing Member.
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) three (3) business days
following the date of deposit if mailed by United States registered or certified mail,
postage prepaid, or (iv) when transmitted by facsimile so long as the sender obtains
written electronic confirmation from the sending facsimile machine that such
transmission was successful. A party may change the address for giving notice by any
method set forth in this Section.
16. No Joint Venture. Nothing in this Agreement shall, or shall be deemed or
construed to, create or constitute any joint venture, partnership, agency, employment, or
any other relationship between the City and Company nor to create any liability for one
party with respect to the liabilities or obligations of the other party or any other person.
17. 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.
8
18. 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.
19. 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.
20. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
21. 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.
22. 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.
23. Time of Essence. Time is of the essence of this Agreement.
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 J & R REAL ESTATE HOLDINGS LLC
By: LILAiLit4--JW Byrr—Ra
Quentin M. Hart, Mayor ReShonda Young
Managing Member
Attest:
Kelley Fel e, City Clerk
9
EXHIBIT "A"
Legal Description of Property
Lot 7, except the North 51 feet of the East 95 feet thereof, and Lot 8, except that part thereof contained in
the parcel depicted in Plat of Survey Doc.#2014-18424; all in Block 4 in Zollinger's Addition to Waterloo,
Iowa.
AND
Lots 1, 2 and 3 in Block 5 in Alford's Addition to the City of Waterloo, Iowa.
AND
Lot 1 in Auditor's Plat number 8, Waterloo, Iowa, except that part thereof contained in the parcel depicted
in Plat of Survey Doc. #2014-18424.
AND
Lot 13 through 26, inclusive in Auditor's Plat number 8, Waterloo, Iowa, except those parts thereof
conveyed to the State of Iowa in 281 TLD 461.
AND
Beginning at the Northwest corner of Lot 15 in Auditor's Plat number 8, Waterloo, Iowa; thence West
along the South line of Mulberry Street, a distance of 50 feet to the Northeast corner of Lot 14 of said
addition; thence South a distance of 368.6 feet to the Southeast corner of Lot 22 of said addition; thence
East a distance of 50 feet to the Southwest corner of Lot 21 of said addition; thence North a distance of
367.9 feet to the point of beginning.
EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as of
3 , 2024, by and among the CITY OF WATERLOO, IOWA ("City"), J &
R REAL ESTATE HOLDINGS 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 a property within a designated urban
revitalization area of the City, 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 § 404.3C, 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 $2,250,000.00 (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, 2026 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,
2036. 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 § 404.3C 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
(c) request the Assessor to reduce the Minimum Actual Value; or
2
(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
CITY OF WATERLOO, IOWA J & R REAL ESTATE HOLDINGS LLC
By: ._o sn.&A BY: p.,11- s .
Quentin Hart, Mai or ReShonda You
Managing Member
By: u
Iley Fel le, City Clerk
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
On this c51'1'1 day of . (/LI'}$ , 2024, before me, a Notary Public in
and for the State of Iowa, personally 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.
BRITNI C PERKINS
z° r COMMISSION NO.845520 N ublic
* * MY COMMISSION EXPIRES
IOWA JANUARY 27,2026
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on Jive ,' , 2024 by
ReShonda Young as Managing Member of J & R Real Estate Holdings LLC.
EMILY SELIGA `
zCommission Number 849716
* * My Commission Expires Notary Public
/OW* July 27,2026
4
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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 upon completion of the
improvements to be made on it, certifies that the actual value assigned to the land and
improvements upon completion shall not be less than Two Million Two Hundred Fifty
Thousand and 00/100 Dollars ($2,250,000.00) 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 , 2024 by T.J.
Koenigsfeld, Assessor for Black Hawk County, Iowa.
Notary Public