HomeMy WebLinkAboutBread to Beer, LLC - Development Agreement-9/8/2015Please return this copy to:
City Clerk & Finance Dept.
715 Mulberry St.
Waterloo, IA 50703
DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is entered into as of
`t/ p, 4 , 2015, by and between Bread to Beer, LLC ("Company") and the
City of Waterloo, Iowa ("City").
RECITALS
A. City considers economic development within the City a benefit to the
community and is willing for the overall good and welfare of the
community to provide financial incentives so as to encourage that goal.
B. Company is willing and able to finance and redevelop a building and
related improvements on property located in the City of Waterloo within
the Downtown Urban Renewal and Redevelopment Plan area.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties agree as follows:
1. Sale of Property. Subject to the terms and conditions of this Agreement,
City will convey to Company for the sum of $1.00 the real property described on Exhibit
"A" attached hereto ("Property"), consisting of assessor parcel nos. 8913-26-227-002
and 8913-26-227-001.
2. Improvements by Company. Subject to the provisions of Sections 4.13
and 6, Company shall redevelop the building for its business and related commercial
spaces, and shall construct related parking and landscaping (the "Improvements"), all of
which shall be located on the Property. The total current square footage of the building
is approximately 41,000 square feet.
A. General terms. Company will redevelop the entire Property. The
initial plan is to demolish approximately 6,000 square feet of existing building
space at the west end of the building located on the Property and removal or
demolition of equipment inside the building. The building area demolished will
be redeveloped as a parking lot (the "Lot) by City and as a bier garten by
Company. The scope of demolition may be affected by requirements for the
Project to qualify for historic tax credits. The Property, the Improvements, and all
site preparation and development -related work to make the Property usable for
Company's purposes as contemplated by this Agreement are collectively
referred to as the "Project". The Improvements shall be constructed in
accordance with all applicable City, state, and federal building codes and shall
comply with all applicable City ordinances and other applicable law. Company's
renovation of the building will preserve, to the extent reasonably possible, an
open ceiling design that includes existing beams and truss supports for the roof.
It is contemplated that the Property together with the Improvemerits will have a
total value upon cornpletioti of no Iess than $3,000,000.00.
B. Plan review. The lmprovements shalt generaily conform to plans
and concepts previously presented to City. Company will submit an additional
set of plans to City for review and approval by City and its Project Management /
Design -Build Management Team (PMT/DBMT). The plans wili remain
conceptual in nature. The plans will not be final construction plans. The plans
will inctude general buliding design features and a proposed streetscape design.
The plans will not define the specific rnaterials to be used for finishes of interior
surfaces, but will provide such information with respect to exterior surfaces. The
plans will depict signage, but signage will be subject to change based on cost.
Plans are subject to approval as set forth in Section 9.
C. Convevance of Lot. Within thirty (30) days after completing
demolition and clearance of the Lot area, Conipany will convey same to City by
special warranty deed, free and clear of all encumbrances except: (a)
easernents, conditions, and restrictions of record which do not, in City's
reasonable opinion, interfere with City's proposed use; (b) current and future reat
property taxes and assessments subject to the agreements made herein; and (c)
generat utitity and right-of-way easements serving the Property which do not, in
City's reasonable opinion, interfere with City's proposed use. City witi pay for
any Plat of Survey riecessary to accomptish this conveyaflCe.
3. Project Assistance. City shalt provide the foliowing development
assistance to the Project at its own expense, in addition to tax rebates as set forth in
Section 8:
A. Developrllent Grant. To assist Company in defraying the
reasonable costs of demolition, construction, and other Project activities, City witt
make a grant to Company in the totat maximum amount of $160,000, disbursed
ir the aliotments noted beiow upon completion of each of the corresponding
activities.
Removal of non -historic contents $20,000
Demolition $30000
iii. Construction of Lot $50,000
iv. New water & sanitary sewer
service lines $25,000
v. Storm sewer & roof drainage
improvements $35,000
tf any separate activity is not undertaken, or is not completed by the
Completion Date (defined betow), then the grant amount allocated to such
activity shall be forfeited. Company's entitlement to any distribution under this
paragraph shalt be condiUoned upon presentation of finat contractor invoices for
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work done with respect to such activity or other evidence of completion that is
reasonably satisfactory to City.
B. Asbestos. Within thirty (30) days after the date of this Agreernent,
City will complete asbestos testing of the existirig buitding and will share a copy
of the report with Company. Within ten (10) days of the receipt the report, the
parties will agree upon any asbestos-contaifling fixtures, equipment or features
that should be preserved for their historic value or for other reasons. City will
properly remove all remaining bestos-containing material from the interior of
the premises no later than sixty (60) days after the date of this Agreement.
C. Storm water manaqement. City will install such public
infrastructure as rnay be necessary to facilitate cornpliance with a storm water
management plan, provided that Company will be sotely responsible for any
costs relating to existing or new private infrastructure on the Property or to
extending any private service lines to the newly constructed public infrastructUre.
City wiU cornplete the construction of the public infrastructure in conjunction with
Comparly's redevetopmeflt of the Froperty so as not to detay Cornpany's
completion of the Improvements.
D. Streetscapinq. As part of downtown improvements to be made in
conjuncfion with ptanned reconstruction for the Highway 63 project, City will
cornplete the construction and installation of streetscaping that is consistent with
the character and general design elements of streetscaping that currently exists
in nearby blocks that have been rehabilitated. All streetscaping will be in
accordance with the plans submitted by Company pursuant to Section 2(B)
above if approved by City pursuant to the plan approval process provided for in
Section 9 below. City will complete the streetscape work on or along the biock
on which the Property is tocated on or before October 31, 2016.
4. TimetinesS of Construction; Possibility of Reverter.
A. The parties agree that Company'S comrnitment to construct the
Improveriients in timely fashion constitutes a material inducement for the City to
convey the Property and that without Company'S cornmittment City would not
have agreed to make the incentives described in this Agreement availabte to
Company. Company must substantially cornplete construction of the
Improvements within fifteen (15) rnonths after the City approves Companys
ptans pursuant to Section 9 and City obtaining any approvals it deems necessary
for arnendment of the urban renewat plan applicable to the Property or the
Project area pursuant to Section 16 (the "Completion Date"). However, if
Company can demonstrate to City that additional time is needed to complete the
Improvemetits due to delays resulting from the historic tax credit approval
process or an Unavoidable Delay as defined in subsection E below, then the
parties shaU amend this Agreement to provide for a reasonable extension of the
Completion Date.
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B. If Company has not obtained a building permit and begun the
Project work within thirty (30) days after City approves Company'S plans
pursuant to Section 9 and City obtains any approvals it deems necessary for
arnendrnent of the urban renewat plan applicable to the Property or the Project
area pursuant to Section 16 (the "Commencement Date"), then at its sote option
City may cancet this Agreement without further obtigation by either party.
C. If a building permit has not been obtained or Project work has not
begun by the commencement Date, but the development of the Project is stiti
imminent, the City Council may, but shall not be required to, grant an extension
of time 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 at its sote option City may cancel this Agreernent without further
obtigation by either party.
0. NJotwithstanding the provisions of subsection B. and C. above, the
City may not cancel this Agreement due to the Company's failure to obtain a
building perrnit or begin the Project work by the Commencement Date if such
failure is due to an Unavoidable Delay as defined in subsection E betow. In
such circumstanCe, the requirement that the building perrnit and cqmmencement
of Project work occur by the Commencement Date shall be tolled for a period of
time equat to the Unavoidable Detay.
E. If construction is not comrnenced by the Commencement Date or
extension thereof as a resutt of an act of God, war, civil disturbance, court order,
labor dispute, fire, weather, unavailability of materiats or suppties, a failure on the
part of City to fuIfiII its obligations under Sections 3.A thru 3.D or Sections 6, 9 or
16, or other cause beyond the reasonable control of Cornpany (an "Unavoidable
Delay"), the requirement that construction is to be commenced by the
Cornmencement Date shalt be tolled for a period of time equal to the period of
the Unavoidabte Detay (the "ToIIed Period"), and thereafter if construction is not
commenced within the ToIled Period, then title to the Property shall revert to the
City. Similarly, if constructiOn has commenced in a timely manner but is stopped
and/or delayed as a result of Unavoidabte Delay, the requirement that
construction is to be substantially cornpleted by the Completion Date shall be
totted for the ToIIed Period, and thereafter if construction is not substantially
completed within the Totled Period, Company shall forfeit its entitlement to the
tax rebates provided in this Agreement.
F. Upon written request of the Company after issuance of an
occupancy permit for the Project, the City wilt furnish the Company with a
Certificate of Completion in recordable form. Such Certificate of Completiorl
shall be a conclusive determinatiOn of satisfactory termination of the covenants
and conditions of this Agreement with respect to the obtigations of the Company
to cause construction of the lmprovements. The Certificate of Completion may
be recorded in the Black Hawk County Recorder's office at the Company1s sole
expense. If the City shall refuse or fail to provide a Certificate of Completion in
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accordance with the provisioris of this Section, the City shall, within twenty (20)
days after written request by the Company, provide to the Company a written
statement indicating in adequate detail in what respects the Company has failed
to complete the lmprovements in accordance with the provisions of this
Agreement, or is otherwise in default under the terms of this Agreement, and
what measures or acts will be necessary, in the opinion of the City, for the
Company to take or perform in order to obtain such Certificate of Comptetiori.
5. Reverter of Tttle; lndemnity. In the event of any reverter of title,
Cornpany agrees that it shall, at its own expense, promptly execute alt documents,
including but not limited to a special warranty deed, or take such other actions as the
City may reasonably request to effectuate said reverter and to deliver to City title to the
Property that is free and clear of any tien, claim, or encunibrance arising by or through
Company. Company shall pay in hill, 50 as to discharge or satisfy, alt tiens, claims,
charges, and encumbrances on or against the Property. If Company faits to detiver
such docunients, including but not Iimited to a special warranty deed, to City within
thirty (30) days of written demand by City, then City shati be authorized to execute, on
Company's behalf and as its attorney-in-fact, the special warranty deed required by this
Section, and for such limited purpose Company does hereby constitute and appoint
City as its attorney-in-fact.
Company further agrees that it shall indernnify City and hold it harmless
with respect to any demand, ctaim, cause of action, damage, or injury made, suffered,
or incurred as a result of or in connection with the Froject, Company's failure to carry on
or comptete same, or any lien, ctaim, charge, or encumbrance on or against the
Property of any type or nature whatsoever that attaches to the Property by virtue of
Company's ownership of same. If City files suit to enforce the terms of this Agreement
and prevails in such suit, then Company shall be Iiabte for all tegal expenses, including
but not Iimited to reasonable attorneys' fees. Company's duties of indemnity pursuant
to this Section shall survive the expiration, termination or canceltation of this Agreement
for any reason.
6. Deed. Foliowing comptetion of the City's completion of the asbestos
abatement required by Section 3.B and City's approval of the Company's plans
pursuant to Section 9 and City obtaining any approvats it deems necessary for
arnendment of the urban renewat plan applicable to the Property or the Project area
pursuant to Section 16, Gity shatt convey or cause to be conveyed fee simple title to the
Property by speciat warranty deed, free and clear of alt encumbrances except: (a)
easements, conditions, and restrictions of record which do not, in Company's
reasonabte opinion, interfere with Company's proposed use; (b) current and future reat
property taxes and assessments subject to the agreements made herein; (c) general
utility arid right-of-way easements serving the Property which do not, in Company's
reasonabte opinion, interfere with Company'S proposed use; and (d) restrictions
imposed by the City zoning ordinances and other applicable Iaw, that in Company's
reasonable opinion, do not interfere with Company's proposed use. Before accepting
the deed, Company shall deterniine whether easements or other interests will, in its
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reasonable opinion, interfere with its proposed use of the Property, and Company's
acceptarice of the deed will be conclusive evidence that no such interference exists.
7. Minimum Assessmeflt Agreement. Company acknowledgeS and
agrees that it will pay when due all taxes and assessments, general or special, and all
other Iawfui charges whatsoever Ievied upon or assessed or placed against the
Property. Company further agrees that, prior to the date set forth in Sectiori 2 of
Exhibit "B", it will not seek or cause a reduction in the taxable valuation for the Froperty,
which shall be fixed for assessment purposes, below the aggregate amount of
$3,000,000.00 ("Minimum Actual Value"), through:
(1) willful destruction of the Property Improvements, or any part of
either;
(D) a request 10 the assessor of Black Hawk County; or
(Hi) any proceedings, whether administratiVe, legal, or equitable, with
any administrative body or court within the City, Black Hawk
County, the State of lowa, or the federal government.
Company agrees to sign an agreement substantially in the forrn attached as Exhibit "6'
concurrently with executiofl of this Agreement.
8. Tax Rebates. Provided that Company has completed the Irnprovements
as set forth herein and has executed the Minimum Assessment Agreement as set forth
in Section 7, City agrees to rebate property tax (with the exceptions noted betow) for a
period of fifteen (15) years at 70% per year on annual taxes paid by Company.
Rebates are payable in respect of a given year only to the extent that Company has
actually paid general property taxes due and owing for such year. To receive rebates
for a given year, Company must, within twelve (12) moriths after the tax payment due
date, submit a completed rebate request to City on the forrn provided by or otherwise
satisfactory to City, or the rebate will be forfeited at City's option. The first year in which
a rebate may be given ("Year One") shall be the first full year for which the assessment
is based on the completed value of the lmprovernents and not a prior year for which the
assessment is based solely on the value of the land or on the value of the land and a
partial value of the Improvements, due to partial completion of the Improvernents or a
partial tax year.
This rebate program is not applicable to any special assessment levy,
debt service levy, or any other levy that is exempted from treatment as tax iricrement
financing under the provisions of applicable law.
Fotiowing completiori of the trnprovements, the rebates provided for above
shall be subject to reduction from 75% to 50% if the primary use of the Property
chariges froni a pub and brewery or if the area allocated for use as a pub and brewery
is reduced by niore than 1O%. The rebate reduction shall be effective with respect to
any and all rebates that becorne payabte after the date that any such change occurs.
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9. Regulatory Approvals. Company acknowledges and agrees that the
Project witi require Company to obtain various approvals frori the City of Waterloo
and/or other applicable governmental authorities, including but not Iimited to a building
permit and other approvats necessary for Company's proposed Improvements to the
Property. City will provide reasonable cooperatiotl to facilitate processing of approval
requests submitted to it and to support apptications or approval requests made to other
government agencies. Within thirty (30) days of City's approval of this Development
Agreement, Company will submit a set of plans to City and its PMT/DBMT. Within thirty
(30) days of its receipt of the plan, the City and PMT/DBMT will accept or reject the
plans. If the plans are rejected, this Developmeflt Agreement shall be rendered null
and void at the option of Company upon written notice to City within thirty (30) days
after the date on which such plans are rejected. The plans subniitted by Company and
approved by City shall be attached to this Agreement as an exhibit. If Company makes
any material changes to the plan after they have been approved, it shall subnit the
revised plans to the City and PMTJDBMT for approval.
10. Street Vacate and Traffic Design. City arid Company witi review and
discuss the possible vacating of portions of the streets abutting the property, except for
Commercial Street. In connection with any vacate of W. 2' Street, the parties will enter
into an easement agreement or similar agreement that wouid allow Company to make
use of parkirig spaces iri the area where parking spaces currently exist in the street
right-of-way. In the same agreement or by separate instrument the parties will also
provide Company with an easertient that includes a right of ingress and egress over
designated portions of vacated street right-of-way, including but not Iimited to access for
semi -trucks and trailers to gain access to and depart from Company'S loading dock to
be Iocated in the area of the northerly and westerly sides of the building. Any
agreement providing for Company's use of vacated street right-of-way may include
terms for street and right-of-way maintenaflCe and cost-sharing between the parties.
City witi assemble a design team consisting of staff frorn relevant City departments, US
Bank, and Cornpany to conduct review and planning for the foregoing issues.
11. PubIic UtiIities; Storm Water. Subject to City fulfilling its obligations
pursuant to Section 3.C, Company will be responsible for extending water and sewer
service to any Iocation on the Property and for payment of any associated connection
fees. Because storm water from the Property currently discharges directly into drains
connected to the sanitary sewer system, which is no Ionger a proper means of
discharge, Company and City will cooperate in good faith for development of a storrn
water rnanagernent plan to be implemented by Company in connectior' with the
Improvements. Also see Section 3.0 above.
12. RepresentatiOfls and Warranties of City. City hereby represents and
warrants as foliows:
A. City is not prohibited from consummating the transaction
contemplated in this Agreement by any Iaw, regulatiori, agreement instrurnent,
restriction, order or judgrnent.
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B. Each person who executes and delivers this Agreement and alt
documentS to be delivered hereunder is and shall be authorized to do so on
behalf of City.
13. RepresentatiOflS and Warranties of Conipany. Company hereby
represents and warrants as follows:
A. Company is not prohibited from consummating the transaction
contemplated in this Agreement by any law, regulation, agreernent, instrument,
restriction, order or judgment.
B. Company is duly organized, validly existing, and in good standing
under the laws of the state of its organization and is duly qualitied and in good
standing under the laws of the State of lowa.
C. Company has full right, title, and authority to execute and perform
this Agreement and to consummate alt of the transactions contemplated herein,
and each person who executes and delivers this Agreement and alt docuniefltS
to be delivered to City hereunder is and shalt be authorized to do so on behalf of
Company.
14. No Assignmeflt or Conveyance. Company agrees that it will not sell,
convey, assign or otherwise transfer its interest in the Property prior to cornpletion of
the Project, whether in whole or in part, to any other person or entity without the prior
written consent of City, which consent shall not be unreasonably withheld. Reasonable
grounds for the City to withhold its consent shall include but are not Iirnited to the
inabitity of the proposed transferee to demonstrate to the City's satistaction that it has
the financial ability to observe all of the terms to be performed by Cornpany under this
Agreemeflt.
15. Materiatity of Promises, Covenants, RepresefltatiOflS and
WarrantieS. Each and every promise, covenant, represeritatiofl, and warranty set forth
in this Agreement on the part of Cornpany to be rnade or performed is a material term
of this Agreement, and each and every such promise, covenant, representatiofl, and
warranty constitutes a material inducement for City to enter this Agreement. Company
acknowtedgeS that without such proniises, covenants, representatioflS, and warranties,
City would not have entered this Agreement. In the event of the material incorrectness
or faisity of any representatiOfl or warranty of Company, City may, at its sole option and
in addition to any other right or remedy available to it, terminate this Agreement and
dectare it null and void. Similarly, each and every promise, covenant, representation,
and warranty set forth in this Agreement on the part of City to be made or performed is
a material terrn of this Agreement, and each and every such promise, covenant,
representatiOn, and warranty constitutes a material inducement for Cornpany to enter
this Agreerflent. City acknowledges that without such proniises, covenants,
representatiofls and warranties, Cornpany would not have entered this Agreement. Iri
the event of the material incorrectness or faisity of any representation or warranty of
City, Company may, at its sole option and in addition to any other right or rernedy
available to it, terrninate this Agreement and declare it null and void. If this Agreement
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is terminated pursuant to this Section, then alt benefits already provided by City to
Company under this Agreement as of the date of termination shall be returned to City.
16. ObIigatioflS Contingent. Each and every obligation of City under this
Agreement is expressly made subject to and contingent upon City's completion of alt
procedures, hearings and approvals deemed necessary by City or its legal counsei for
amendment of the urban renewal plan applicable to the Property and/or project area, all
of which must be completed within 60 days from the date this Agreement 15 approved
by the City council. if such completi�n does not occur, then ariy conveyance, benefit or
incentive of any type provided by City hereunder within said 60 -day period is subject to
reverter of titie, revocation, repayment or other appropriate action to restore such
property, benefit or incentive to City, and Company agrees to cooperate diligently and in
good faith with any reasonable request by City to effectuate the restoration of same, or
faihng such restoration Company agrees to be Fabie for same or for the fair value
thereof, plus interest on any sums owing at the rate of 1 O% per annum commencing
with the date of demand for payment, if said payment is not remitted to City within 30
d ays.
17. Notices. Any notice underthis Agreementshall be in writing and shall be
delivered in person, by overnight air courier service, by United States registered or
certified mali, postage prepaid, or by facsimile (with an additionai copy delivered by one
of the foregoing means), and addressed
(a) ifto City, at 715 Mulberry Street, Waterloo, lowa 50703, facsimile
number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the
Community Planning and Developmeflt Director.
(b) ifto Company, to Dave Morgan, Bread to Beer, LLC, 128 Main
Street, Cedar Fails, Iowa 50613, facsimite number
Dehvery of notice shafl be deemed to occur (1) on the date of dehvery when delivered in
person, (H) one (1) business day foflowing deposit for overnight delivery to an overnight
air courier service which guarantees next day delivery, (Vi) three (3) business days
foflowing the date of deposit if maiied by United States registered or certified mali,
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 successfui.
18. Mo Joint Venture. Nothing in this Agreement shafl, or shall be deemed
or construed to, create or constitute any joint venture, partnership, agency,
employment, or any other reiationship between the City and Company nor to create any
hability for one party with respect to the Iiabilities or obFgations of the other party or any
other person.
19. Amendment, Modificatiofl, 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
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authorized representative of same, and specifying with particularity the extent and
nature of the arnendment, modification, ar waiver. Any waiver by any party of any
default by another party shafl not affect or impair any rights arising from any subsequent
default.
Notwithstafldiflg anything to the contrary, the parties both understand the
Project is contirigent upon award af historic tax credits. In the event the tax credits are
delayed, the parties agree to work together to modify this Agreement as to the timetine
for Improvements (Section 4), minimum assessment period (Exhibit "6"), and property
tax rebate period (Section 8), it being the parties' intent that the minimum assessment
property tax rebate period run for a period of 15 years and the minimum assessment
period run for a period of 25 years fotiowing completion of the Improvements.
20. Severability. 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
Iimited.
21. Captions. All captions, headings or tittes in the paragraphs or sections
of this Agreement are inserted onty 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. Binding Effect. This Agreement shalt be binding and shall inure to the
benefit of the parties and their respective successors, assigns, legal representatiVeS,
and future owners of the New Froperty.
23. Counterparts. This Agreement may be executed in one or more
counterparts, each ofwhich shall be deemed an original and alt of which, taken
together, shall constitute one and the same instrurnent.
24. Entire Agreement. This Agreement, together with the Minimum
Assessment Agreement attached hereto as Exhibit "C" constitutes the entire
agreement of the parties and supersedes all prior or conternporaneOus negotiations,
discussions, understandings, or agreements, whether orat or written, with respect to the
subject matter hereof.
25. Time of Essence. Time is of the essence of this Agreement.
26. Memorandum of Agreement. Consistent with its estabtished practices,
the City intends to record this Agreement with the Btack Hawk County Recorder. If
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Company desires instead that only a summary of the material terms of this Agreement
be recorded, then Company shall prepare a Memorandum of Development Agreement
at its own cost to serve as notice to the public of the existence and provisions of this
Agreement, and the rights and interests held by the City by virtue hereof. City agrees to
execute the Memorandum and to pay the cost of recording same.
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 TERLOO, IOWA
Ernest G. Clark, Mayor
Attest'
Suzy phares,'Cl�ty
Clerk
BREAD TO BEER, LLC
By:
David Morgan, Managing Member
PERSONAL GUARANTY. The undersigned, being either an officer, shareholder,
manager, or member of Company, hereby agree for themselves and their heirs,
personal representatives, and assigns, to unconditionally guarantee to City, its
successors and assigns, the full and prompt performance by Company, its successors
and assigns, of all promises and covenants on the part of Company to be performed
pursuant to the foregoing Agreement, including but not limited to the duties of indemnity
set forth therein. Liability of multiple guarantors hereunder is joint and several.
David Morgan
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EXHIBIT "A"
Legal Description
Lots Nos. 6,7,8,9 and 10 in Biock No. 2, OriginaI Platonthe Wesiside of the Cedar
River, City of Waterloo, lowa.
EXHIBIT 'B"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as of
q/e L_, 2015, by and among the CITY OF WATERLOO, IOWA ("City"),
Bread to Beer, 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, described in Exhibit "A" thereto, located in the City; and
WHEREAS, it is contemplated that pursuant to the Development Agreement, the
Company will undertake the development of an area ("Project") within the City and
within the Downtown Waterloo Urban Renewal and Redevelopment Plan area; and
WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the
Company desire to establish a minimum actual value for the land and the building(s)
pursuant to this Agreement and applicable only to the Project, 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 improvements (the "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 Improvements by the
Company, the minimum actual taxable value which shall be fixed for assessment
purposes for the land and Improvements to be constructed thereon by the Company as
a part of the Project shall not be less than $3,000,000.00 ("Minimum Actual Value") until
termination of this Agreement. The parties hereto agree that construction of the
Improvements will be substantially completed within fifteen (15) months after the City
approves Company's plans pursuant to Section 9 of the Development Agreement
between City and Company and after City has obtained any approvals it deems
necessary for amendment of the urban renewal plan applicable to the Property or the
Project area pursuant to Section 16 of the Development Agreement.
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,
2041. Nothing herein shall be deemed to waive the Company's rights under Iowa Code
§ 403.6, as amended, to contest that portion of any actual value assignment made by
the Assessor in excess of the Minimum Actual Value established herein. In no event,
however, shall the Company seek or cause the reduction of the actual value assigned
below the Minimum Actual Value established herein during the term of this Agreement.
3. This Agreement shall be promptly recorded by the City with the Recorder
of Black Hawk County, Iowa. The City shall pay all costs of recording.
4. Neither the preambles nor provisions of this Agreement are intended to, or
shall be construed as, modifying the terms of the Development Agreement.
5. 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
CITY OF WTERLOO, IOWA
By. �C�G
Ernest G. Clark, Mayor
Attest
Suzy Sch res, City Clerk
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Bread to Beer, LLC
By. /
David Morgan, Managing Member
On this
day of°��3>° , 2015, before me, a Notary Public in
and for the State of Iowa, personally appeared Ernest G. Clark and Suzy Schares, 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
2
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.
*50B
Notary Public
STATE
OF IOWA
) ss.
COUNTY OF BLACK HAWK )
Acknowledged before me on 8 2015 by David Morgan as
Managing Member of Bread to Beer, 'LLC.
TIM pNDERA
• coMMlssloNNon2sia Notary Public
• ,.• w CO�� p1E.XPYIES
CERTIFICATION OF ASSESSOR
The undersigned, having reviewed the plans and specifications for the
improvements to be constructed and the rnarket value assigned to the land upon which
the 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 foliows: The undersigried
Assessor, being legaily responsible for the assessment of the property subject to the
development, upon completion of improvements to be made on it and in accordance
with the Minimum Assessment Agreement, certifies that the actual value assigned to
such land, building and improvements upon completion of the Project shall not be tess
than Three Mililon Dollars ($3,000,000.00) in the aggregate, until termination of this
Minimum Assessment Agreement pursuant to the terms hereof.
Assessaofllack Hawk County, Iowa
Date
STATEOFIOWA
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on 2015 by T.J.
Koenigsfeld, Assessor for Biack Hawk County, Iowa.
4
t
TARA JOHNSON
Commissl�ii Number 167467
My Commlssion Expires
AgiI 5 2017