HomeMy WebLinkAbout5 Bees, LLC - DA_w_MAA - 8.18.2025Prepared by: Austin J. McMahon, Lange & McMahon, PLC, 222 1 St St. E., Independence, IA 50614 (319) 334-4488
DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is entered into as of62g a ,
2025 by and between 5 Bees, LLC (the "Company") and the City of Waterloo, Iowa (the
"City").
RECITALS
A. Company is willing and able to undertake, or cause to be undertaken, the
financing and construction of a building and related improvements on the property
described in Exhibit A ("Property").,
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, 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. Sale of Property; Title. Subject to the terms hereof, City shall convey the
Property to Company in its as -is condition for the sum of $1.00 (the "Purchase Price").
Conveyance shall be by special warranty deed, free and clear of all encumbrances arising
by or through City except: (a) easements, servitudes, conditions and restrictions of record;
(b) general utility and right-of-way easements sending the Property; and (c) restrictions
imposed by the City zoning ordinances and other applicable law. City makes no
representation or warranty as to the condition of the Property or its suitability for
Company's purposes. Company is responsible to conduct its own due diligence and
inspections. City shall have no duty to convey title to Company until Company delivers to
City reasonable and satisfactory proof of financial ability to undertake and carry on the
Improvements (defined below), which may take the form of a lending commitment letter.
Company shall, at its own expense, prepare an updated abstract of title, or in lieu thereof
Company may, at its own expense, obtain whatever form of title evidence it desires. City
shall provide any title documents it has in its possession, including any abstracts, to assist
in title review. If title is unmarketable or subject to matters not acceptable to Company,
and if City does not remedy or remove such objectionable matters in timely fashion
following written notice of such objections from Company, Company may terminate this
Agreement without further obligation and return the abstract of title to City.
2. Improvements by Company. Company shall construct a 40' x 64' (2,560
square foot) building as well as related landscaping, storm water detention, paving,
signage and parking improvements (collectively, the "Improvements"). Company agrees
that the Improvements shall be constructed in accordance with the terms of this
Agreement, the urban revitalization plan applicable to the 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 Property, the Improvements, and all development -related work
to make the Property usable for Company's purposes as contemplated by this Agreement
are collectively referred to as the "Project." City agrees to reasonably cooperate with
Company in order to obtain financing for the Project, including, but not limited to,
consenting to Company's mortgage of the Property in order to secure said financing.
3. Timeliness of Construction; Possibility of Termination. 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 begin
construction of the Improvements within six (6) months after the date of this Agreement
and Substantially Complete construction within fourteen (14) months after the date of
this Agreement (the "Completion Deadline"). For purposes of this Agreement,
"Substantially Complete" means the date on which the Improvements have been
completed to the extent necessary for 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. All deadlines are subject to
Unavoidable Delays as defined in paragraph B below.
B. Events triggering termination. 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 11, 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
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delayed as a result of an act of God, war, civil disturbance, court order, labor dispute,
fire, City's delay in issuing to Company a necessary permit for the Improvements or
the certificate of occupancy with such delay being wholly caused by the City, 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. Utilities. Company will be responsible for extending water, sewer, telephone,
telecommunications, electricity, gas and other utility services, if any, to the Property and
for payment of any associated connection fees.
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 $178,000.00 (the "Minimum
Actual Value"), through:
either
(a) willful destruction of the Property, the Improvements, or any part of
(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. City Incentives. City agrees to provide the following incentives in support of
the Project:
A. 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.
7. Purchase Rights - Assessor Parcel No. 8913-25-377-008. As an additional
incentive in furtherance of the Project, the City is the current owner of the property
described in Exhibit A-1, and the City confers onto Company an Option to Purchase and
Right of First Refusal with respect to the same as follows:
A. Option for Additional Land. For a period of 7 years from the date of this
Agreement, provided that Company is not in default under the terms of this Agreement,
Company shall have an option to purchase the real property described in Exhibit "A-
1" attached hereto (the "A-1 Option Property") for the sum of $1.00. In connection with
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the exercise of such option, Company shall enter into a development agreement and
minimum assessment agreement with respect to an expansion or new project on the
A-1 Option Property that is comparable in scale to other projects on similarly sized
parcels in the Urban Renewal Area. The parties agree that a project on the A-1 Option
Property will be entitled to incentives commensurate with the project as prescribed by
City development policies, up to substantially the same incentives that are provided
for the Project under this Agreement. The option may be exercised at any time on or
before the seventh (7th) anniversary of the date of this Agreement by delivery of written
n otice of exercise to City. Within ten (10) days following delivery of the option notice,
the parties shall execute a written purchase agreement in form acceptable to City,
which purchase agreement shall require, among other things, that Closing shall occur
o n a date to be agreed upon by the parties following delivery of the option exercise
n otice, which date shall be within sixty (60) days of delivery of said notice.
B. Right of First Refusal. For a period of 7 years from the date of this
Agreement, provided that Company is not in default under the terms of this Agreement,
Company shall also have a right of first refusal with respect to the A-1 Option Property.
Upon receipt of written notice from City that includes the terms and conditions of a
bona fide third -party offer for all or any portion of the A-1 Option Property, Company
shall have a period of fifteen (15) days in which to exercise its right of first refusal to
purchase the subject portion of the Option Property, on the same terms and conditions
as are set forth in the offer, with a purchase price of $1.00. Company shall exercise
the right by delivery of written notice to City, and thereafter Company and City shall
act with diligence to close on said transaction and to execute any related documents
required by the offer.
8. Purchase Rights - Assessor Parcel No. 8913-25-377-007. As an additional
incentive in furtherance of the Project, in the event that the City acquires the property
described in Exhibit A-2, Company shall have an Option to Purchase and Right of First
Refusal with respect to the same as follows:
A. Option for Additional Land. In the event that the City acquires ownership
of the A-2 Option Property and provided that Company is not in default of this
Agreement, Company shall have an option to purchase the real property described in
Exhibit "A-2" attached hereto (the "A-2 Property" or the "A-2 Option Property") for the
sum of $1.00. In connection with the exercise of such option, Company shall enter into
a development agreement and minimum assessment agreement with respect to an
expansion or new project on the A-2 Option Property that is comparable in scale to
other projects on similarly sized parcels in the Urban Renewal Area. The parties agree
that a project on the A-2 Option Property will be entitled to incentives commensurate
with the project as prescribed by City development policies, up to substantially the
same incentives that are provided for the Project under this Agreement. The option
may be exercised at any time within seven (7) years of the date of the City's acquisition
of the A-2 Option Property by delivery of written notice of exercise to City. Within ten
(10) days following delivery of the option notice, the parties shall execute a written
purchase agreement in form acceptable to City, which purchase agreement shall
require, among other things, that Closing shall occur on a date to be agreed upon by
the parties following delivery of the option exercise notice, which date shall be within
sixty (60) days of delivery of said notice.
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B. Right of First Refusal. In the event that the City acquires ownership of
the A-2 Option Property, and provided that Company is not in default of this
Agreement, Company shall also have a right of first refusal with respect to the A-2
Option Property for a period of seven (7) years from the date that City acquired
ownership of the A-2 Option Property. Upon receipt of written notice from City that
includes the terms and conditions of a bona fide third -party offer for all or any portion
of the A-2 Option Property, Company shall have a period of fifteen (15) days in which
to exercise its right of first refusal to purchase the subject portion of the A-2 Option
Property, on the same terms and conditions as are set forth in the offer, with a
purchase price of $1.00. Company shall exercise the right by delivery of written notice
to City, and thereafter Company and City shall act with diligence to close on said
transaction and to execute any related documents required by the offer.
7. 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 with respect to the Improvements:
A. 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 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 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, 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
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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 construction of the Improvements that, when combined with the value
of the Propertyand 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 (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 Property, and (2) 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.
9. 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.
10. Representations and Warranties of Company. Company hereby represents
and warrants as follows:
A. 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.
B. This Agreement has been duly and validly 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
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be limited by bankruptcy, insolvency, reorganization or other laws relating to or
affecting creditors' rights generally.
C. 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 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.
D. 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.
E. The financing commitments, which Company will proceed with due
diligence to obtain, to finance the construction of the Improvements will be sufficient
to enable Company to successfully complete construction of the Improvements as
contemplated in this Agreement, subject to additional costs incurred due to
Unavoidable Delays.
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 Property. The indemnified parties
shall not be liable for any damage or injury to the persons or property of Company or its
members, managers, employees, contractors or agents, or any other person who may be
about the 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. The provisions of this Section
shall survive the expiration or termination of this Agreement.
12. 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. Failure by Company to pay, before delinquency, all ad valorem property
taxes levied on or against any of the Property;
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C. Failure by any party hereto to substantially observe or perform any
covenant, condition, obligation or agreement on its part to be observed or performed
u nder this Agreement;
D. Company (1) files any petition in bankruptcy or for any reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar relief
u nder 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
u nder 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 any of Property.
E. 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.
13. 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, if any, before the date
of termination 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,
o r 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
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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.
14. 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.
15. 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.
16. 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.
17. 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 Jonathan Brundrett, P.O. Box 655, Waterloo, IA 50704
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.
18. 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
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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.
19. 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
u nless 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.
20. 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.
21. 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.
22. Interpretation. This Agreement shall not be construed more strictly against
o ne 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.
23. Binding Effect. This Agreement shall be binding and shall inure to the benefit
of the parties and their respective successors, assigns, and legal representatives.
24. 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.
25. 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
o ral or written, with respect to the subject matter hereof.
26. 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.
[signatures on next page]
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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
By:
Quentin M. Hart, Mayor
Attest:
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[signatures on next page]
_(lot
Kelley Felchld ¢ity Clerk
5 BEES, LLC
By:
Title:
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CITY OF WATERLOO, IOWA 5 BEES, LLC
By:
Quentin M. Hart, Mayor
Attest:
Kelley Felchle, City Clerk
Title: "Thin inlr
EXHIBIT "A"
Description of Property
The Northeasterly One-half of Lots 9 and 10 and the Northeasterly 2 feet of the Southwesterly
One-half of Lot 9 in Block 56 in Anthony Baker's Addition to the City of Waterloo, in Black
Hawk County, Iowa.
(Also known as Assessor Parcel No: 8913-25-377-006)
EXHIBIT A-1
Description of Property
The Southwesterly 35 feet of Lots Nos. 9 and 10 in Block No. 56 in Anthony Baker's Addition
to the City of Waterloo, Black Hawk County, Iowa.
(Also known as Assessor Parcel No: Parcel No. 8913-25-377-008)
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EXHIBIT A-2
Description of Property
The Southeasterly one-half of Lots nos. Nine (9) and Ten (10), except the Southwesterly
Thirty -Five (35) feet thereof and except the Northeasterly Two (2) feet of the Southwesterly
one-half of said lot No. Nine (9) in Block No. Fifty -Six (56) in Anthony Baker's Addition to the
Village of Waterloo, in Black Hawk County, Iowa. Commonly known as: 326 W. 14th Street
(Also known as Assessor Parcel No: 8913-25-377-007)
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EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
This ylinimum Assessment Agreement (the "Agreement") is entered into as of
' -5,4cr ( 2025, by and among the CITY OF WATERLOO, IOWA("City"),5 BEES
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 $178,000.00 (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 July 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, 2035.
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
4
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
(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.
5
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]
6
CITY OF WATERLOO, IOWA 5 BEES, LLC
B
By:
Quentin Hart, Mayor Jonathan Brundrett
elley Felchle, Clerk
STATE OF IOWA
) ss.
COUNTY OF BLACK HAWK
Title:
On this L5 day of & ?hi btre
, 2025, before me, a Notary Public in and for
the State of Iowa, personally ap eared 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
COMMISSION NO. 845529
MY COMMISSION EXPIRES
JANUARY 27, 2026
STATE OF IOWA
COUNTY OF BLACK HAWK
i
) ss.
Subscribed and sworn to before me on , 2025 by
as (title) of 5
Bees, LLC.
Notary Public
7
CITY OF WATERLOO, IOWA 5 BEES, LLC
By: By:
Quentin Hart, Mayor Jonathan Brundrett
By: Title: 'Y') ier
Kelley Felchle, City Clerk
STATE OF IOWA
) ss.
COUNTY OF BLACK HAWK )
On this day of , 2025, 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.
STATE OF IOWA
) ss.
COUNTY OF BLACK HAWK
Notary Public
Subscribed and sworn to before me on
?, r)).A` -{ AJ Kui\npfecfeti
Bees, LLC.
TIM ANDERA
COMMISSION NO. 772510
MY COMMISSION EXPIRES
APRIL 11, 2027
0
nom U 2025 by
as l\47., ,,,,,c-(title) of 5
Notary Public
7
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 One Hundred Seventy -Eight Thousand and 00/100 Dollars ($178,000.00) 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 , 2025 by T.J. Koenigsfeld,
Assessor for Black Hawk County, Iowa.
Notary Public