HomeMy WebLinkAbout5 Bees, LLC - DA_MAA - (RECORDED) 4.6.20262026-05492
RECORDED: 04/ 20/ 2026 03:41:09 PM
RECORDING FEE: $97.00
REVENUE TAX: $
COMBINED FEE: $97.00
SANDIE L. SMITH, RECORDER
BLACK HAWK COUNTY, IOWA
aliCAI)1 -1-c):(4 cA o4 1),:e14k9it0
Prepared By: Austin McMahon, Lange & McMahon,_ PLC, 222 1 St St. E., Independence, IA
DEVELOPMENT AGREEMENT
(319) 334-4488
This Development Agreement (the "Agreement") is entered into as of this day of
202 4,, by and between 5 Bees, LLC ("Company") and the City
of Waterloo, Iowa ( "City").
RECITALS
A. In furtherance of the objectives of Chapter 403 of the Code of Iowa, as amended (the
"Urban Renewal Act"), City is engaged in carrying out urban renewal project activities in an area
known as the Rath Urban Renewal and Redevelopment Plan Area ("Urban Renewal Area").
B. Company is willing and able to finance development and improvements on the real
property described in Exhibit A (the "Property"), and which is located in the Urban Renewal Area.
C. City considers economic development within the City a benefit to the community and
is willing for the overall good and welfare of the community to provide financial incentives so as to
encourage that goal, 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. Company's Purchase of Property. Company is purchasing Property. The purchase
price for the Property is $310,000.00 (the "Purchase Price"). Company shall take all steps necessary
or advisable to complete the purchase of the Property and to obtain marketable title thereto. City
makes no representation or warranty as to the condition of the Property or its suitability for
Company's purposes.
2. Improvements by Company. Company shall demolish and remove all structures,
foundations, cement pads, sidewalks (except public sidewalks) and other features on the Property,
shall remove all debris, and shall bring fill and level the sites as needed for completion of the
Improvements. Company shall then construct a new, approximately 10,000 sq. ft. building on the
Property along with incidental infrastructure or features, such as landscaping, water detention,
paving, signage, and parking, on the Property in accordance with this Agreement, including but not
limited to, Section 3. Company agrees that the Improvements shall be constructed in accordance
with the terms of this Agreement, the urban renewal 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's review and reasonable approval. The plans and/or designs for the
Improvements may be added as Exhibit "C" to this Agreement, but in any event, Company shall
construct the Improvements consistent with plans, designs, and specifications agreed upon by 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, including but not limited to final permit inspections.
The Property, the Improvements, and all site preparation and development -related work to make
any of the Property usable for Company's purposes as contemplated by this Agreement are
collectively referred to as the "Improvements" or the "Project."
3. Construction Plans. Company agrees that it will cause the Improvements to be
constructed on the Property in conformance with construction plans (the "Plans") that have been
submitted to and approved by the City. Company agrees that the scope and scale of the
Improvements to be constructed shall not be significantly less than the scope and scale of such
improvements as detailed and outlined in the Plans.
If any material modification in the scope, scale or nature of the Plans is proposed, Company
shall submit modified Plans (the "Modified Plans") to the City for review. Modified Plans shall be
subject to approval by the City as provided in this Section. City shall approve the modified Plans
in writing if: (a) the Modified Plans conform to the terms and conditions of this Agreement; (b) the
Modified Plans conform to the terms and conditions of the urban renewal plan; (c) the Modified
Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations and
City permit and design review requirements; (d) the Modified Plans are adequate for purposes of
this Agreement to provide construction to provide for the construction of the Improvements, and
(e) no Event of Default under the terms of this Agreement has occurred; provided, however, that
any such approval of the Plans or Modified Plans pursuant to this Section shall constitute approval
for the purposes of this Agreement only and shall not be deemed to constitute approval or waiver
by the City with respect to any building, fire, zoning or other ordinances or regulations of the City,
and shall not be deemed to be sufficient plans to serve as the basis for the issuance of a building
permit if the Plans or Modified Plans are not as detailed or complete as the plans otherwise required
for the issuance of a building permit.
The Plans or Modified Plans must be rejected in writing by City within thirty (30) days of
submission or shall be deemed to have been approved by the City. If City rejects the Plans or
Modified Plans in whole or in part, Company shall submit new or corrected Plans or Modified
Plans within thirty (30) days after receipt by Company of written notification of the rejection,
accomplished by a written statement of the City specifying the respects in which Company's Plans
or Modified Plans fail to conform to the requirements of this Section. The provisions of this Section
relating to approval, rejection and resubmission of corrected Plans or Modified Plans shall continue
to apply until they have been approved by the City, provided, however, that in any event Company
shall submit Plans or Modified Plans which are approved by City prior to commencement of
construction of additional or modified Improvements.
Approval of the Plans or Modified Plans by the City shall not relieve Company of any
obligation to comply with the terms and provisions of this Agreement, or the provision of
applicable federal, state and local laws, ordinances and regulations, nor shall approval of the Plans
or Modified Plans by City be deemed to constitute a waiver of any Event of Default. Approval of
Plans or Modified Plans hereunder is solely for purposes of this Agreement and shall not constitute
approval for any other City purpose nor subject the City to any liability for the Improvements as
constructed.
4. Timeliness of Construction; Possibility of Termination; Transfer of Title. 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 extend the
development incentives provided for in this agreement, and without said commitment, City would
not have done so.
A. Deadlines to Commence and Complete. Company must obtain all required
permits and licenses and begin demolition within four (4) months from the date that Company
obtains title to the Property. Company must obtain all required permits and licenses and
commence development or construction of the Improvements within (4) four months after
demolition is completed. Company must obtain all required permits and licenses and
substantially complete the Improvements within twenty-four (24) months of commencing
development or construction of the Improvements. For purposes of this Agreement,
"Substantially Completed" means the date on which the Improvements have been completed
to the extent necessary for the City to issue a certificate of occupancy relating thereto and the
City has verified that any Project element for which no permit was necessary has been
Substantially Completed. All deadlines are subject to Unavoidable Delays as described below.
The 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. Any additional or longer extensions will require approval and consent of the
City Council.
B. Events Triggering Termination; Transfer of Title. If Company fails to perform
in accordance with the deadlines stated above, then, subject to Unavoidable Delays, the City
may terminate this Agreement, and City shall then have no further obligation to Company
under this Agreement, including but not limited to any legal or equitable obligation to
reimburse Company for any costs expended by Company with respect to the Project or to
compensate Company for any value added to the Property by any Improvements. In connection
with termination of this Agreement, and in acknowledgment of the payment(s) that City is
making to Company, City may demand reimbursement of any sums paid to or for the benefit
of Company in connection with the Project, may demand that Company transfer and convey
ownership of the Property to City, or may exercise or pursue any other remedies available.
C. Unavoidable Delays. If development has commenced within the required
period, as the same may be extended, and is subsequently stopped or delayed as a result of
extreme weather such as ice, ground freezing, and other conditions that restrict construction,
as well as an Act of God, war, civil disturbance, court order, labor dispute, fire, pandemic,
governmental mandates (local, state or federal), delays in City approvals, or other cause beyond
the reasonable control of Company (each an "Unavoidable Delay"), then any applicable
deadlines shall be tolled for a period of time equal to the period of Unavoidable Delay.
5. Transfer of Title; Indemnity. If City terminates this Agreement and demands that the
Property be conveyed to it, then Company agrees that it shall, at its own expense, promptly execute
all documents, including but not limited to a special warranty deed, or take such other actions as
the City may reasonably request to deliver to City title to the Property, free and clear of any lien,
claim, charge, security interest, mortgage or encumbrance (collectively, "Liens") arising by or
through Company. Concurrently with delivery of the deed, Company shall also deliver to City the
abstract of title. Company shall pay in full, so as to discharge or satisfy, all Liens on or against the
Property conveyed back to City. In connection with any reverter of title, Company shall not be
entitled to, or otherwise recover any amounts paid to City to acquire property or other amounts it
expended for the Improvements, Project, or other activities.
6.
Appointment of Attorney in Fact: If Company fails to deliver such documents, including
but not limited to a special warranty deed, to City within thirty (30) days after written demand by
City, then City shall be authorized to execute, on Company's behalf and as its attorney -in -fact, the
special warranty deed or other documents 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 indemnify City and hold it harmless with respect to
any demand, claim, cause of action, damage, or injury made, suffered, or incurred as a result of or
in connection with the Project, Company's failure to carry on or complete same, or any Lien or
Liens on or against the Property of any type or nature whatsoever that attaches to the Property by
virtue of Company's ownership of same. The foregoing indemnity shall include the cost of
removing any improvements constructed by Company and reverting the Property to substantially
the same condition as of the date of conveyance, but shall not include any consequential damages
or perceived damages such as lost opportunities for another user. If City files suit to enforce the
terms of this Agreement and prevails in such suit, then Company shall be liable for all legal
expenses, including but not limited to, reasonable attorneys' fees, incurred by City. Company's
duties of indemnity pursuant to this Section shall survive the expiration, termination or cancellation
of this Agreement for any reason.
7. No Encumbrances; Limited Exception. Company and City acknowledge that, in
connection with acquiring the Property and financing the Improvements, Company will obtain a
loan secured by a mortgage on the Property at or near the commencement of the Project (the
"Project Mortgage"), and City hereby consents to such Project Mortgage. Until the Improvements
are Substantially Completed, Company agrees that it shall not create, incur, or suffer to exist any
Liens on the Property, other than (i) the Project Mortgage, and (ii) such additional mortgage or
mortgages as may be reasonably necessary to finance Company's completion of the Improvements
and of which Company notifies City before Company executes any such mortgage. For the
avoidance of doubt, Company is acquiring a Company may not mortgage the Property or any part
thereof for any purpose except in connection with financing of the Improvements.
8. Utilities. Company will be responsible for extending water, sewer, telephone,
telecommunications, electricity, gas and other utility services to any location on the Property.
Company will be responsible for payment of any associated connection fees other than water
connection fees, which will be paid by City.
9. 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 value for the Property as improved pursuant
to this Agreement, which shall be fixed for assessment purposes, below the amount of $850,000.00
(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 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.
10. City Incentives; Limitations.
A. Purchase Price for Property — Reimbursement. Within sixty (60) days of the
execution of this Agreement, City shall pay to Company the amount of $310,000.00.
B. Demolition. Within sixty (60) days of Company's completion of demolition
as set forth in this Agreement, and so long as Company is not in default of the terms of this
Agreement, City shall make a payment to Company in the amount of $40,000.00.
C. Limitations. Company shall be limited to the incentives stated above.
Company shall not apply or be eligible for Consolidated Urban Revitalization Area ("CURA")
or City Limits Urban Revitalization Area ("CLURA") tax abatement.
11. Limitations on Payment of Incentives.
A. Any payments from City to Company are subject to annual appropriation by
the city council each fiscal year. City has no obligation to make any payments to Company as
contemplated under this Agreement until the city council annually appropriates the funds
necessary to make such payments. The right of non -appropriation reserved to City in this
paragraph is intended by the parties, and shall be construed at all times, so as to ensure that
City's obligation to make future payments shall not constitute a legal indebtedness of City
within the meaning of any applicable constitutional or statutory debt limitation prior to the
adoption of a budget which appropriates funds for the payment of that installment or amount.
In the event that any of the provisions of this Agreement are determined by a court of competent
jurisdiction or by City's bond counsel to create, or result in the creation of, such a legal
indebtedness of City, the enforcement of the said provision shall be suspended, and the
Agreement shall at all times be construed and applied in such a manner as will preserve the
foregoing intent of the parties, and no Event of Default by City shall be deemed to have
occurred as a result thereof. If any provision of this Agreement or the application thereof to
any circumstance is so suspended, the suspension shall not affect other provisions of this
Agreement which can be given effect without the suspended provision. To this end the
provisions of this Agreement are severable.
B. City shall have no obligation to make a payment to Company if at any time
during this Agreement the City fails to appropriate funds for payment or City receives an
opinion from its legal counsel to the effect that any such payment is not authorized or otherwise
an appropriate urban renewal activity permitted to be undertaken by City under the Urban
Renewal Act or other applicable Iowa law. Upon occurrence of either of the foregoing
circumstances, City shall promptly forward notice of the same to Company and may terminate
this Agreement, without penalty or other liability to City, by written notice to Company.
12. Additional Covenants of Company. In to the other promises, covenants and
agreements of Company as provided elsewhere in this Agreement, Company agrees as follows with
respect to each phase of 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.
However, in no event shall Company be required to submit a report more frequently than once
every thirty (30) day period.
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 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 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 (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. Until the
MAA termination date, 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.
13. 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.
14. 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.
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 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 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.
F. 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.
15. Indemnification and Releases.
A. Company hereby releases City, its elected officials, officers, employees, and
agents (collectively, the "indemnified parties") from, covenants and agrees that the indemnified
parties shall not be liable for, and agrees to indemnify, defend and hold harmless the
indemnified parties against, any loss or damage to property or any injury to or death of any
person occurring at or about the Property 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 Property or the Improvements, due to any act of negligence or willful
misconduct of any person, other than any act of negligence or willful misconduct on the part
of any such indemnified party or its officers, employees or agents.
B. Except for any Willful misrepresentation, any willful misconduct, or any
unlawful act of the indemnified parties, Company agrees to protect and defend the indemnified
parties, now or forever, and further agrees to hold the indemnified parties harmless, from any
claim, demand, suit, action or other proceedings or any type or nature whatsoever by any person
or entity whatsoever that arises or purportedly arises from (1) any violation of any agreement
or condition of this Agreement (except with respect to any suit, action, demand or other
proceeding brought by Company against the City to enforce its rights under this Agreement),
or (2) the acquisition and conditions of the Property and the construction, installation,
ownership, and operation of the Improvements, or (3) any hazardous substance or
environmental contamination located in or on the Property.
C. The provisions of this Section shall survive the expiration or termination of this
Agreement.
16. Obligations Contingent. Each and every obligation of City under this Agreement is
expressly made subject to and contingent upon City's completion of all procedures, hearings and
approvals deemed necessary by City or its legal counsel for any required amendment of the urban
renewal plan applicable to the Property and/or Project area, all of which must be completed within
90 days from the date this Agreement is approved by the City council. If such completion does not
occur, then any conveyance, benefit or incentive of any type provided by City hereunder within
said 90-day period is subject to reverter of title, revocation, repayment or other appropriate action
to restore such property, benefit or incentive to City, and Company agrees to cooperate diligently
and in good faith with any reasonable request by City to effectuate the restoration of same, or
failing such restoration Company agrees to be liable for same or for the fair value thereof, plus
interest on any sums owing at the rate of 5% per annum commencing with the date of demand for
payment, if said payment is not remitted to City within 30 days.
17. No Assignment or Conveyance. Company agrees that it will not sell, convey, assign
or otherwise transfer its interest in the Property prior to completion of the Project, whether in whole
or in part, to any other person or entity without the prior written consent of City. The Community
Planning and Development Director is authorized to provide any such written consent of City. This
Section shall not prohibit or prevent Company to mortgage the Property for purposes of securing
financing for the Improvements.
18. Default. The following shall be "Events of Default" under this Agreement, and the
term "Event of Default" shall mean any one or more of the following events that continues beyond
any applicable cure periods:
A. Failure by Company to cause the construction of the Improvements to be
commenced and completed pursuant to the terms, conditions and limitations of this Agreement;
B. Transfer by Company of any interest (either directly or indirectly) in the
Improvements, any part of the Property, or this Agreement, without the prior written consent
of City except as security for financing of Improvements or the Project;
C. Failure by Company to pay, before delinquency, all ad valorem property taxes
levied on or against any of the Property;
D. Failure by any party hereto to substantially observe or perform any covenant,
condition, obligation or agreement on its part to be observed or performed under this
Agreement;
E. Company (1) files any petition in bankruptcy or for any reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the
federal bankruptcy law or any similar state law; (2) makes an assignment for the benefit of its
creditors; (3) admits in writing its inability to pay its debts generally as they become due; (4)
is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of
Company as a bankrupt or its reorganization under any present or future federal bankruptcy act
or any similar federal or state law shall be filed in any court and 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.
F. Any representation or warranty made by Company in this Agreement, or made
by Company in any written statement or certificate furnished by Company pursuant to this
Agreement, shall prove to have been incorrect, incomplete or misleading in any material
respect on or as of the date of the issuance or making thereof.
19. Remedies.
A. Default by Company. Whenever any Event of Default in respect of Company
occurs and is continuing, the City may terminate this Agreement upon a 30-day written notice.
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.
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. The remedies available to the City shall
survive any termination of this Agreement.
20. 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.
21. 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.
22. 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.
23. Notices. 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, and addressed:
(a) If to City: 715 Mulberry Street, Waterloo, Iowa 50703, Attention: Mayor, with
copies to the City Attorney and the Community Planning and Development Director.
(b) If to Company: Jonathan Brundrett, P.O. Box 655, Waterloo, IA 50704
Delivery of notice shall be deemed completed upon: (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 or electronic mail so long as the sender obtains electronic confirmation
that such transmission was successful. A party may change the address for giving notice by any
method set forth in this Section.
24. 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.
25. 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.
26. 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.
27. 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.
28. Interpretation. This Agreement shall not be construed more strictly against one party
than against the other merely by virtue of the fact that it may have been prepared by counsel for
one of the parties, it being recognized that the parties hereto and their respective attorneys have
contributed substantially and materially to the preparation of each and every provision of this
Agreement.
29. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the
parties and their respective successors, assigns, and legal representatives.
30. Counterparts. This 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.
31. 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.
32. 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 set forth above.
[signatures on next page]
CITY OF WATERLOO, IOWA 5 BEES, LLC
By:
.1,,,,,,
David Boesen, Mayor
Attest:
elley F,� hle, City Clerk
By:
Jonathan Brun r tt
Title: 141:tN ko in 010 vv. he-r
EXHIBIT A
Description
The NWIy 46 feet of Lot 2 and all of Lots 3, 4, and 5 in Hayes' Addition to the Town (now City) of
Waterloo, Black Hawk County, Iowa.
And
That portion of the alley as platted in Block 14 of Hayes Addition lying Southeasterly of a line drawn
between the Westerly most corner of Lot 2 in said Block 14 and the Northerly most comer of Lot 9 in
said Block 14, and lying Northwesterly of a Southwesterly extension of a line drawn parallel and 46
feet Southeast of the Northwesterly line of Lot 2 in said Block 14, City of Waterloo, Iowa.
(also known as 2014 Black Hawk Street, Waterloo, Iowa and 179 W 18th Street, Waterloo, Iowa)
(also known as Tax Parcel ID No. 891325458002 and Tax Parcel ID No. 891325458001)
EXHIBIT B
MINIMUM ASSESSMENT AGREEMENT
II ,This Minimum Assessment Agreement (the "Agreement") is entered into as of this
l� day of p , 202 , , and among the CITY OF WATERLOO, IOWA
("City") and 5 BEES, LLC ("Company"), and the COUNTY ASSESSOR of the BLACK HAWK
COUNTY, IOWA ("Assessor").
WITNESSETH:
WHEREAS, on or before the date hereof the City and Company have entered into a
development agreement (the "Development Agreement") regarding certain real property (the
"Property"), described in Exhibit "A" thereto, located in the City; and
WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company
will undertake the development of an area within the City and within the East Waterloo Unified Urban
Renewal and Redevelopment Plan area, including the construction of certain improvements as
described in the Development Agreement (the "Minimum Improvements") on the Property (the
"Project"); and
WHEREAS, pursuant to Iowa Code§ 403.6, as amended, the City and the Company desire to
establish a minimum actual value for the Property and the Minimum Improvements to be constructed
thereon by Company pursuant to the Development Agreement, which shall be effective upon
substantial completion of the Project and from then until this Agreement is terminated pursuant to the
terms herein and which is intended to reflect the minimum actual value of the land and buildings as to
the Project only; and
WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications
for the Minimum Improvements which the parties contemplate will be erected as a part of the Project.
NOW, THEREFORE, the parties hereto, in consideration of the promises, covenants, and
agreements made by each other, do hereby agree as follows:
1. Upon 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 $850,000.00 (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, 2028, 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, 2038. The Minimum
Actual Value shall be maintained during such period regardless of: (a) any failure to complete the
Minimum Improvements; (b) destruction of all or any portion of the Minimum Improvements; (c)
diminution in value of the Property or the Minimum Improvements; or (d) any other circumstance,
whether known or unknown and whether now existing or hereafter occurring.
3. Company shall pay, or cause to be paid, when due, all real property taxes and
assessments payable with respect to all and any parts of the Property and the Minimum
Improvements pursuant to the provisions of this Agreement and the Development Agreement. Such
tax payments shall be made without regard to any loss, complete or partial, to the Property or the
Minimum Improvements, any interruption in, or discontinuance of, the use, occupancy, ownership
or operation of the Property or the Minimum Improvements by Company or any other matter or
thing which for any reason interferes with, prevents or renders burdensome the use or occupancy
of the Property or the Minimum Improvements.
4. Company agrees that its obligation to make the tax payments required hereby, to pay
the other sums provided for herein, and to perform and observe its other agreements contained in
this Agreement shall be absolute and unconditional obligations of Company (not limited to the
statutory remedies for unpaid taxes) and that Company shall not be entitled to any abatement or
diminution thereof, or set off therefrom, nor to any early termination of this Agreement for any
reason whatsoever.
5. Nothing herein shall be deemed to waive the Company's rights under Iowa Code§
403.6, as amended, to contest that portion of any actual value assignment made by the Assessor in
excess of the Minimum Actual Value established herein. In no event, however, shall the Company
seek or cause the reduction of the actual value assigned below the Minimum Actual Value
established herein during the term of this Agreement. Nothing herein shall limit the discretion of
the Assessor to assign at any time an actual value to the land and Minimum Improvements in excess
of the Minimum Actual Value.
6. Company agrees that during the term of this Agreement it will not:
(a) seek administrative review or judicial review of the applicability or
constitutionality of any Iowa tax statute relating to the taxation of property contained as a part
of the Property or the Minimum Improvements determined by any tax official to be applicable
to the Property or the Minimum Improvements, or raise the inapplicability or constitutionality
of any such tax statute as a defense in any proceedings, including delinquent tax proceedings;
or
(b) seek any tax deferral, credit or abatement, either presently or prospectively
authorized under Iowa Code Chapter 403 or 404, or any other state law, of the taxation of real
property, including improvements and fixtures thereon, contained in the Property or the
Minimum Improvements; or
(c) request the Assessor to reduce the Minimum Actual Value; or
(d) appeal to the board 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 det forth above.
[signatures on next page]
CITY OF WATERLOO, IOWA 5 BEES, LLC
By:
By:
By: �R iff
David Boesen, Mayor Jo(athan Brundrett
elley Fels.fle, City Clerk
STATE OF IOWA
) ss.
COUNTY OF BLACK HAWK )
Title: 11411.1i°J4PM
On this g day of 41r�Vf..- , 2026, before me, a Notary Public in and for the
State of Iowa, personally appeared David Boesen 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.
`at
a
NANCYANNE HIGBY
::;' °,.
COMMISSION NO.853884
*
"""""
*
MY COMMISSION EXPIRES
AMP
�2.-13 -aoz-7
STATE OF IOWA
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on I) r I , 2026 by Jonathan Brundrett as
al a) taCil r1C\ yyl(n 12-er (title) of 5 Bees, LLC.
Notary PubC1
rellArl
03'14 LEXI SCHNEIDER
z° S. COMMISSION NO. 869089
*mrt' * MY COMMISSION EXPIRES
'ova., MY
21, 2028
Notary Public
CERTIFICATION OF ASSESSOR
The undersigned, having reviewed the plans and specifications for the Minimum
Improvements to be constructed and the market value assigned to the land upon which the Minimum
Improvements are to be constructed for the development, and being of the opinion that the minimum
market value contained in the foregoing Minimum Assessment Agreement appears reasonable, hereby
certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the
property described in the foregoing Minimum Assessment Agreement, certifies that the actual value
assigned to that land and improvements upon completion shall not be less than Eight Hundred Fifty
Thousand and 00/ 100 Dollars ($850,000.00) until termination of this Minimum Assessment
Agreement pursuant to the terms hereof, subject to adjustment as provided in said agreement.
Y
(4,
Date
STATE OF IOWA
) ss.
COUNTY OF BLACK HAWK
ssor for Black Hawk Coun
ty, for Black Hawk County, Iowa
Subscribed and sworn to before /c'(p
me on 17 b dZ
Koenigsfeld, Assessor for Black Hawk County, Iowa.
TARA JOHNSON
Commission Number 767467
My Commission Expires
April 5, 2029
i7
by T.J.
Prepared By: Austin J. McMahon, Lange & McMahon, PLC, 222 1st St. E., Independence, IA (319) 334-4488
DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is entered into as of this day of
of Waterloo, Iowa (
202/a, by and between 5 Bees, LLC ("Company") and the City
RECITALS
A. In furtherance of the objectives of Chapter 403 of the Code of Iowa, as amended (the
"Urban Renewal Act"), City is engaged in carrying out urban renewal project activities in an area
known as the Rath Urban Renewal and Redevelopment Plan Area ("Urban Renewal Area").
B. Company is willing and able to finance development and improvements on the real
property described in Exhibit A (the "Property"), and which is located in the Urban Renewal Area.
C. City considers economic development within the City a benefit to the community and
is willing for the overall good and welfare of the community to provide financial incentives so as to
encourage that goal, 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. Company's Purchase of Property. Company is purchasing Property. The purchase
price for the Property is $310,000.00 (the "Purchase Price"). Company shall take all steps necessary
or advisable to complete the purchase of the Property and to obtain marketable title thereto. City
makes no representation or warranty as to the condition of the Property or its suitability for
Company's purposes.
2. Improvements by Company. Company shall demolish and remove all structures,
foundations, cement pads, sidewalks (except public sidewalks) and other features on the Property,
shall remove all debris, and shall bring fill and level the sites as needed for completion of the
Improvements. Company shall then construct a new, approximately 10,000 sq. ft. building on the
Property along with incidental infrastructure or features, such as landscaping, water detention,
paving, signage, and parking, on the Property in accordance with this Agreement, including but not
limited to, Section 3. Company agrees that the Improvements shall be constructed in accordance
with the terms of this Agreement, the urban renewal 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's review and reasonable approval. The plans and/or designs for the
Improvements may be added as Exhibit "C" to this Agreement, but in any event, Company shall
construct the Improvements consistent with plans, designs, and specifications agreed upon by 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, including but not limited to final permit inspections.
The Property, the Improvements, and all site preparation and development -related work to make
any of the Property usable for Company's purposes as contemplated by this Agreement are
collectively referred to as the "Improvements" or the "Project."
3. Construction Plans. Company agrees that it will cause the Improvements to be
constructed on the Property in conformance with construction plans (the "Plans") that have been
submitted to and approved by the City. Company agrees that the scope and scale of the
Improvements to be constructed shall not be significantly less than the scope and scale of such
improvements as detailed and outlined in the Plans.
If any material modification in the scope, scale or nature of the Plans is proposed, Company
shall submit modified Plans (the "Modified Plans") to the City for review. Modified Plans shall be
subject to approval by the City as provided in this Section. City shall approve the modified Plans
in writing if: (a) the Modified Plans conform to the terms and conditions of this Agreement; (b) the
Modified Plans conform to the terms and conditions of the urban renewal plan; (c) the Modified
Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations and
City permit and design review requirements; (d) the Modified Plans are adequate for purposes of
this Agreement to provide construction to provide for the construction of the Improvements, and
(e) no Event of Default under the terms of this Agreement has occurred; provided, however, that
any such approval of the Plans or Modified Plans pursuant to this Section shall constitute approval
for the purposes of this Agreement only and shall not be deemed to constitute approval or waiver
by the City with respect to any building, fire, zoning or other ordinances or regulations of the City,
and shall not be deemed to be sufficient plans to serve as the basis for the issuance of a building
permit if the Plans or Modified Plans are not as detailed or complete as the plans otherwise required
for the issuance of a building permit.
The Plans or Modified Plans must be rejected in writing by City within thirty (30) days of
submission or shall be deemed to have been approved by the City. If City rejects the Plans or
Modified Plans in whole or in part, Company shall submit new or corrected Plans or Modified
Plans within thirty (30) days after receipt by Company of written notification of the rejection,
accomplished by a written statement of the City specifying the respects in which Company's Plans
or Modified Plans fail to conform to the requirements of this Section. The provisions of this Section
relating to approval, rejection and resubmission of corrected Plans or Modified Plans shall continue
to apply until they have been approved by the City, provided, however, that in any event Company
shall submit Plans or Modified Plans which are approved by City prior to commencement of
construction of additional or modified Improvements.
Approval of the Plans or Modified Plans by the City shall not relieve Company of any
obligation to comply with the terms and provisions of this Agreement, or the provision of
applicable federal, state and local laws, ordinances and regulations, nor shall approval of the Plans
or Modified Plans by City be deemed to constitute a waiver of any Event of Default. Approval of
Plans or Modified Plans hereunder is solely for purposes of this Agreement and shall not constitute
approval for any other City purpose nor subject the City to any liability for the Improvements as
constructed.
4. Timeliness of Construction; Possibility of Termination; Transfer of Title. 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 extend the
development incentives provided for in this agreement, and without said commitment, City would
not have done so.
A. Deadlines to Commence and Complete. Company must obtain all required
permits and licenses and begin demolition within four (4) months from the date that Company
obtains title to the Property. Company must obtain all required permits and licenses and
commence development or construction of the Improvements within (4) four months after
demolition is completed. Company must obtain all required permits and licenses and
substantially complete the Improvements within twenty-four (24) months of commencing
development or construction of the Improvements. For purposes of this Agreement,
"Substantially Completed" means the date on which the Improvements have been completed
to the extent necessary for the City to issue a certificate of occupancy relating thereto and the
City has verified that any Project element for which no permit was necessary has been
Substantially Completed. All deadlines are subject to Unavoidable Delays as described below.
The 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. Any additional or longer extensions will require approval and consent of the
City Council.
B. Events Triggering Termination; Transfer of Title. If Company fails to perform
in accordance with the deadlines stated above, then, subject to Unavoidable Delays, the City
may terminate this Agreement, and City shall then have no further obligation to Company
under this Agreement, including but not limited to any legal or equitable obligation to
reimburse Company for any costs expended by Company with respect to the Project or to
compensate Company for any value added to the Property by any Improvements. In connection
with termination of this Agreement, and in acknowledgment of the payment(s) that City is
making to Company, City may demand reimbursement of any sums paid to or for the benefit
of Company in connection with the Project, may demand that Company transfer and convey
ownership of the Property to City, or may exercise or pursue any other remedies available.
C. Unavoidable Delays. If development has commenced within the required
period, as the same may be extended, and is subsequently stopped or delayed as a result of
extreme weather such as ice, ground freezing, and other conditions that restrict construction,
as well as an Act of God, war, civil disturbance, court order, labor dispute, fire, pandemic,
governmental mandates (local, state or federal), delays in City approvals, or other cause beyond
the reasonable control of Company (each an "Unavoidable Delay"), then any applicable
deadlines shall be tolled for a period of time equal to the period of Unavoidable Delay.
5. Transfer of Title; Indemnity. If City terminates this Agreement and demands that the
Property be conveyed to it, then Company agrees that it shall, at its own expense, promptly execute
all documents, including but not limited to a special warranty deed, or take such other actions as
the City may reasonably request to deliver to City title to the Property, free and clear of any lien,
claim, charge, security interest, mortgage or encumbrance (collectively, "Liens") arising by or
through Company. Concurrently with delivery of the deed, Company shall also deliver to City the
abstract of title. Company shall pay in full, so as to discharge or satisfy, all Liens on or against the
Property conveyed back to City. In connection with any reverter of title, Company shall not be
entitled to, or otherwise recover any amounts paid to City to acquire property or other amounts it
expended for the Improvements, Project, or other activities.
6.
Appointment of Attorney in Fact: If Company fails to deliver such documents, including
but not limited to a special warranty deed, to City within thirty (30) days after written demand by
City, then City shall be authorized to execute, on Company's behalf and as its attorney -in -fact, the
special warranty deed or other documents 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 indemnify City and hold it harmless with respect to
any demand, claim, cause of action, damage, or injury made, suffered, or incurred as a result of or
in connection with the Project, Company's failure to carry on or complete same, or any Lien or
Liens on or against the Property of any type or nature whatsoever that attaches to the Property by
virtue of Company's ownership of same. The foregoing indemnity shall include the cost of
removing any improvements constructed by Company and reverting the Property to substantially
the same condition as of the date of conveyance, but shall not include any consequential damages
or perceived damages such as lost opportunities for another user. If City files suit to enforce the
terms of this Agreement and prevails in such suit, then Company shall be liable for all legal
expenses, including but not limited to, reasonable attorneys' fees, incurred by City. Company's
duties of indemnity pursuant to this Section shall survive the expiration, termination or cancellation
of this Agreement for any reason.
7. No Encumbrances; Limited Exception. Company and City acknowledge that, in
connection with acquiring the Property and financing the Improvements, Company will obtain a
loan secured by a mortgage on the Property at or near the commencement of the Project (the
"Project Mortgage"), and City hereby consents to such Project Mortgage. Until the Improvements
are Substantially Completed, Company agrees that it shall not create, incur, or suffer to exist any
Liens on the Property, other than (i) the Project Mortgage, and (ii) such additional mortgage or
mortgages as may be reasonably necessary to finance Company's completion of the Improvements
and of which Company notifies City before Company executes any such mortgage. For the
avoidance of doubt, Company is acquiring a Company may not mortgage the Property or any part
thereof for any purpose except in connection with financing of the Improvements.
8. Utilities. Company will be responsible for extending water, sewer, telephone,
telecommunications, electricity, gas and other utility services to any location on the Property.
Company will be responsible for payment of any associated connection fees other than water
connection fees, which will be paid by City.
9. 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 value for the Property as improved pursuant
to this Agreement, which shall be fixed for assessment purposes, below the amount of $850,000.00
(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 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.
10. City Incentives; Limitations.
A. Purchase Price for Property — Reimbursement. Within sixty (60) days of the
execution of this Agreement, City shall pay to Company the amount of $310,000.00.
B. Demolition. Within sixty (60) days of Company's completion of demolition
as set forth in this Agreement, and so long as Company is not in default of the terms of this
Agreement, City shall make a payment to Company in the amount of $40,000.00.
C. Limitations. Company shall be limited to the incentives stated above.
Company shall not apply or be eligible for Consolidated Urban Revitalization Area ("CURA")
or City Limits Urban Revitalization Area ("CLURA") tax abatement.
11. Limitations on Payment of Incentives.
A. Any payments from City to Company are subject to annual appropriation by
the city council each fiscal year. City has no obligation to make any payments to Company as
contemplated under this Agreement until the city council annually appropriates the funds
necessary to make such payments. The right of non -appropriation reserved to City in this
paragraph is intended by the parties, and shall be construed at all times, so as to ensure that
City's obligation to make future payments shall not constitute a legal indebtedness of City
within the meaning of any applicable constitutional or statutory debt limitation prior to the
adoption of a budget which appropriates funds for the payment of that installment or amount.
In the event that any of the provisions of this Agreement are determined by a court of competent
jurisdiction or by City's bond counsel to create, or result in the creation of, such a legal
indebtedness of City, the enforcement of the said provision shall be suspended, and the
Agreement shall at all times be construed and applied in such a manner as will preserve the
foregoing intent of the parties, and no Event of Default by City shall be deemed to have
occurred as a result thereof. If any provision of this Agreement or the application thereof to
any circumstance is so suspended, the suspension shall not affect other provisions of this
Agreement which can be given effect without the suspended provision. To this end the
provisions of this Agreement are severable.
B. City shall have no obligation to make a payment to Company if at any time
during this Agreement the City fails to appropriate funds for payment or City receives an
opinion from its legal counsel to the effect that any such payment is not authorized or otherwise
an appropriate urban renewal activity permitted to be undertaken by City under the Urban
Renewal Act or other applicable Iowa law. Upon occurrence of either of the foregoing
circumstances, City shall promptly forward notice of the same to Company and may terminate
this Agreement, without penalty or other liability to City, by written notice to Company.
12. Additional Covenants of Company. In to the other promises, covenants and
agreements of Company as provided elsewhere in this Agreement, Company agrees as follows with
respect to each phase of 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.
However, in no event shall Company be required to submit a report more frequently than once
every thirty (30) day period.
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 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 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 (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. Until the
MAA termination date, 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.
13. 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.
14. 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.
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 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 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.
F. 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.
15. Indemnification and Releases.
A. Company hereby releases City, its elected officials, officers, employees, and
agents (collectively, the "indemnified parties") from, covenants and agrees that the indemnified
parties shall not be liable for, and agrees to indemnify, defend and hold harmless the
indemnified parties against, any loss or damage to property or any injury to or death of any
person occurring at or about the Property 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 Property or the Improvements, due to any act of negligence or willful
misconduct of any person, other than any act of negligence or willful misconduct on the part
of any such indemnified party or its officers, employees or agents.
B. Except for any Willful misrepresentation, any willful misconduct, or any
unlawful act of the indemnified parties, Company agrees to protect and defend the indemnified
parties, now or forever, and further agrees to hold the indemnified parties harmless, from any
claim, demand, suit, action or other proceedings or any type or nature whatsoever by any person
or entity whatsoever that arises or purportedly arises from (1) any violation of any agreement
or condition of this Agreement (except with respect to any suit, action, demand or other
proceeding brought by Company against the City to enforce its rights under this Agreement),
or (2) the acquisition and conditions of the Property and the construction, installation,
ownership, and operation of the Improvements, or (3) any hazardous substance or
environmental contamination located in or on the Property.
C. The provisions of this Section shall survive the expiration or termination of this
Agreement.
16. Obligations Contingent. Each and every obligation of City under this Agreement is
expressly made subject to and contingent upon City's completion of all procedures, hearings and
approvals deemed necessary by City or its legal counsel for any required amendment of the urban
renewal plan applicable to the Property and/or Project area, all of which must be completed within
90 days from the date this Agreement is approved by the City council. If such completion does not
occur, then any conveyance, benefit or incentive of any type provided by City hereunder within
said 90-day period is subject to reverter of title, revocation, repayment or other appropriate action
to restore such property, benefit or incentive to City, and Company agrees to cooperate diligently
and in good faith with any reasonable request by City to effectuate the restoration of same, or
failing such restoration Company agrees to be liable for same or for the fair value thereof, plus
interest on any sums owing at the rate of 5% per annum commencing with the date of demand for
payment, if said payment is not remitted to City within 30 days.
17. No Assignment or Conveyance. Company agrees that it will not sell, convey, assign
or otherwise transfer its interest in the Property prior to completion of the Project, whether in whole
or in part, to any other person or entity without the prior written consent of City. The Community
Planning and Development Director is authorized to provide any such written consent of City. This
Section shall not prohibit or prevent Company to mortgage the Property for purposes of securing
financing for the Improvements.
18. Default. The following shall be "Events of Default" under this Agreement, and the
term "Event of Default" shall mean any one or more of the following events that continues beyond
any applicable cure periods:
A. Failure by Company to cause the construction of the Improvements to be
commenced and completed pursuant to the terms, conditions and limitations of this Agreement;
B. Transfer by Company of any interest (either directly or indirectly) in the
Improvements, any part of the Property, or this Agreement, without the prior written consent
of City except as security for financing of Improvements or the Project;
C. Failure by Company to pay, before delinquency, all ad valorem property taxes
levied on or against any of the Property;
D. Failure by any party hereto to substantially observe or perform any covenant,
condition, obligation or agreement on its part to be observed or performed under this
Agreement;
E. Company (1) files any petition in bankruptcy or for any reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the
federal bankruptcy law or any similar state law; (2) makes an assignment for the benefit of its
creditors; (3) admits in writing its inability to pay its debts generally as they become due; (4)
is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of
Company as a bankrupt or its reorganization under any present or future federal bankruptcy act
or any similar federal or state law shall be filed in any court and 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.
F. Any representation or warranty made by Company in this Agreement, or made
by Company in any written statement or certificate furnished by Company pursuant to this
Agreement, shall prove to have been incorrect, incomplete or misleading in any material
respect on or as of the date of the issuance or making thereof.
19. Remedies.
A. Default by Company. Whenever any Event of Default in respect of Company
occurs and is continuing, the City may terminate this Agreement upon a 30-day written notice.
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.
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. The remedies available to the City shall
survive any termination of this Agreement.
20. 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.
21. 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.
22. 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.
23. Notices. 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, and addressed:
(a) If to City: 715 Mulberry Street, Waterloo, Iowa 50703, Attention: Mayor, with
copies to the City Attorney and the Community Planning and Development Director.
(b) If to Company: Jonathan Brundrett, P.O. Box 655, Waterloo, IA 50704
Delivery of notice shall be deemed completed upon: (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 or electronic mail so long as the sender obtains electronic confirmation
that such transmission was successful. A party may change the address for giving notice by any
method set forth in this Section.
24. 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.
25. 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.
26. 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.
27. 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.
28. Interpretation. This Agreement shall not be construed more strictly against one party
than against the other merely by virtue of the fact that it may have been prepared by counsel for
one of the parties, it being recognized that the parties hereto and their respective attorneys have
contributed substantially and materially to the preparation of each and every provision of this
Agreement.
29. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the
parties and their respective successors, assigns, and legal representatives.
30. Counterparts. This 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.
31. 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.
32. 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 set forth above.
[signatures on next page]
CITY OF WATERLOO, IOWA 5 BEES, LLC
David Boesen, Mayor
Attest:
elley Ff hle, City Clerk
By:
Jonathan Brun r tt
Title: ' ►`YN ►1,4) 1/11 o,,,,, Ir)e-r
EXHIBIT A
Description
The NWIy 46 feet of Lot 2 and all of Lots 3, 4 and 5 in Hayes' Addition to the Town (now City) of
Waterloo, Black Hawk County, Iowa.
And
That portion of the alley as platted in Block 14 of Hayes Addition lying Southeasterly of a line drawn
between the Westerly most corner of Lot 2 in said Block 14 and the Northerly most corner of Lot 9 in
said Block 14, and lying Northwesterly of a Southwesterly extension of a line drawn parallel and 46
feet Southeast of the Northwesterly line of Lot 2 in said Block 14, City of Waterloo, Iowa.
(also known as 2014 Black Hawk Street, Waterloo, Iowa and 179 W 18th Street, Waterloo, Iowa)
(also known as Tax Parcel ID No. 891325458002 and Tax Parcel ID No. 891325458001)
EXHIBIT B
MINIMUM ASSESSMENT AGREEMENT
,,\This Minimum Assessment Agreement (the "Agreement") is entered into as of this
day of D , , 202 , , and among the CITY OF WATERLOO, IOWA
("City") and 5 BEES, LLC ("Company"), and the COUNTY ASSESSOR of the BLACK HAWK
COUNTY, IOWA ("Assessor").
WITNESSETH:
WHEREAS, on or before the date hereof the City and Company have entered into a
development agreement (the "Development Agreement") regarding certain real property (the
"Property"), described in Exhibit "A" thereto, located in the City; and
WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company
will undertake the development of an area within the City and within the East Waterloo Unified Urban
Renewal and Redevelopment Plan area, including the construction of certain improvements as
described in the Development Agreement (the "Minimum Improvements") on the Property (the
"Project"); and
WHEREAS, pursuant to Iowa Code§ 403.6, as amended, the City and the Company desire to
establish a minimum actual value for the Property and the Minimum Improvements to be constructed
thereon by Company pursuant to the Development Agreement, which shall be effective upon
substantial completion of the Project and from then until this Agreement is terminated pursuant to the
terms herein and which is intended to reflect the minimum actual value of the land and buildings as to
the Project only; and
WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications
for the Minimum Improvements which the parties contemplate will be erected as a part of the Project.
NOW, THEREFORE, the parties hereto, in consideration of the promises, covenants, and
agreements made by each other, do hereby agree as follows:
1. Upon 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 $850,000.00 (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, 2028, 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, 2038. The Minimum
Actual Value shall be maintained during such period regardless of: (a) any failure to complete the
Minimum Improvements; (b) destruction of all or any portion of the Minimum Improvements; (c)
diminution in value of the Property or the Minimum Improvements; or (d) any other circumstance,
whether known or unknown and whether now existing or hereafter occurring.
3. Company shall pay, or cause to be paid, when due, all real property taxes and
assessments payable with respect to all and any parts of the Property and the Minimum
Improvements pursuant to the provisions of this Agreement and the Development Agreement. Such
tax payments shall be made without regard to any loss, complete or partial, to the Property or the
Minimum Improvements, any interruption in, or discontinuance of, the use, occupancy, ownership
or operation of the Property or the Minimum Improvements by Company or any other matter or
thing which for any reason interferes with, prevents or renders burdensome the use or occupancy
of the Property or the Minimum Improvements.
4. Company agrees that its obligation to make the tax payments required hereby, to pay
the other sums provided for herein, and to perform and observe its other agreements contained in
this Agreement shall be absolute and unconditional obligations of Company (not limited to the
statutory remedies for unpaid taxes) and that Company shall not be entitled to any abatement or
diminution thereof, or set off therefrom, nor to any early termination of this Agreement for any
reason whatsoever.
5. Nothing herein shall be deemed to waive the Company's rights under Iowa Code§
403.6, as amended, to contest that portion of any actual value assignment made by the Assessor in
excess of the Minimum Actual Value established herein. In no event, however, shall the Company
seek or cause the reduction of the actual value assigned below the Minimum Actual Value
established herein during the term of this Agreement. Nothing herein shall limit the discretion of
the Assessor to assign at any time an actual value to the land and Minimum Improvements in excess
of the Minimum Actual Value.
6. Company agrees that during the term of this Agreement it will not:
(a) seek administrative review or judicial review of the applicability or
constitutionality of any Iowa tax statute relating to the taxation of property contained as a part
of the Property or the Minimum Improvements determined by any tax official to be applicable
to the Property or the Minimum Improvements, or raise the inapplicability or constitutionality
of any such tax statute as a defense in any proceedings, including delinquent tax proceedings;
or
(b) seek any tax deferral, credit or abatement, either presently or prospectively
authorized under Iowa Code Chapter 403 or 404, or any other state law, of the taxation of real
property, including improvements and fixtures thereon, contained in the Property or the
Minimum Improvements; or
(c) request the Assessor to reduce the Minimum Actual Value; or
(d) appeal to the board 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 det forth above.
[signatures on next page]
CITY OF WATERLOO, IOWA 5 BEES, LLC
By:
By:
By. —4.-
David Boesen, Mayor Jo athan Brundrett
elley Fell- e, City Clerk
STATE OF IOWA
) ss.
COUNTY OF BLACK HAWK )
Title: Mv1,,/on`lwj ►'OPMbtr
On this g day ofCivi. , 2026, before me, a Notary Public in and for the
State of Iowa, personally appeared David Boesen 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.
NANCYANNE HIGBY
COMMISSION NO.853884
MY COMMISSION EXPIRES
.�,—�3•-zoz-�
STATE OF IOWA
)
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on /1 r I
lit1/(�jyiG .Yir 12- x (title) of 5 Bees, LLC.
LEXI SCHNEIDER
COMMISSION NO. 869089
MY COMMISSION EXPIRES
NOVEMBER 21, 2028
Notary Public
, 2026 by Jonathan Brundrett as
t
•
year.
'MEZ:18 .04 11431WW,,,,j-1,:,;,31 4,"
ragtVe3 .rttet ;
414'4.4 14
01314H98
480(188 .014 14018e1MMO3
e1f114X3 001381600A03 '00
850S , tS A38143V0V
)0,1
CERTIFICATION OF ASSESSOR
The undersigned, having reviewed the plans and specifications for the Minimum
Improvements to be constructed and the market value assigned to the land upon which the Minimum
Improvements are to be constructed for the development, and being of the opinion that the minimum
market value contained in the foregoing Minimum Assessment Agreement appears reasonable, hereby
certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the
property described in the foregoing Minimum Assessment Agreement, certifies that the actual value
assigned to that land and improvements upon completion shall not be less than Eight Hundred Fifty
Thousand and 00/ 100 Dollars ($850,000.00) until termination of this Minimum Assessment
Agreement pursuant to the terms hereof, subject to adjustment as provided in said agreement.
Date Assessor for Black Hawk County, Iowa
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on by T.J.
Koenigsfeld, Assessor for Black Hawk County, Iowa.
Notary Public