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Black Hawk County Iowa
SANDIE L. SMITH RECORDER
F11e2018-00005516
.4GaitafWal- lua.
Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50704 Phone (319) 234-5701
DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is entered into as of
. LllgqcoSt- 2S 2017 by and between Kwik Trip, Inc. (the "Company") and the
City &Waterloo, Iowa (the "City").
RECITALS
A. City considers economic development within the City a benefit to the
community and is willing for the overall good and welfare of the
community to provide financial incentives so as to encourage that goal.
B. Company is willing and able to undertake, or to cause to be undertaken,
the financing and construction of a building and related improvements on
property located in the Martin Road Development Plan Area.
C. This Agreement is intended to supersede and replace a certain
Development Agreement approved by the city council of City on April 24,
2017.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties agree as follows:
1. Sale of Property. Within 120 days from the date of this Agreement, City
shall convey, or cause to be conveyed, to Company the real property described on
Exhibit "A" attached hereto (the "Property"), for the sum of $1.00 (the "Purchase Price").
Conveyance shall be by special warranty deed, free and clear of all encumbrances
arising by or through City except: (a) easements, conditions and restrictions of record
which do not, in Company's opinion, interfere with Company's proposed use; (b) current
and future real estate real property taxes and assessments subject to the agreements
made herein; (c) general utility and right-of-way easements serving the Property; and
(d) restrictions imposed by the City zoning ordinances, or other applicable law.
(5�) 1/
2. Improvements by Company. Company shall construct a blending
station as depicted on attachments, and related landscaping, sidewalks, signage and
parking improvements (collectively, the "Improvements"). The Improvements shall be
constructed in accordance with all applicable City, state, and federal building codes and
shall comply with all applicable City ordinances and other applicable law. The Property,
the Improvements, and all site preparation and development -related work to make the
Property usable for Company's purposes as contemplated by this Agreement are
collectively referred to as the "Project". City hereby confirms that there are no
restrictions for filling in the floodplain on the Property, subject to use of suitable fill
material. City shall allow Company to fill in the floodplain as may be necessary to
complete the Project.
3. Timeliness of Construction; Possibility of Reverter. The parties agree
that Company's commitment to cause the Project to be undertaken and the
Improvements in a timely manner constitutes a material inducement for the City to
extend the development incentives provided for in this Agreement, including but not
limited to its commitment to convey the Property to Company, and that without said
commitment City would not have done so. Company must obtain a building permit and
begin construction of Improvements no later than six (6) months after the date of this
Agreement (the "Project Start Date"), and construction of Improvements must be
completed within twelve (12) months of the Project Start Date (the "Project Completion
Date"). If, by the Project Start Date, Company has not begun in good faith the
construction of the Improvements upon the Property, then title to the Property shall
revert to the City. If construction has not begun by the Project Start Date, but the
development of the Project is still imminent, the City Council may, but shall not be
required to, consent to an extension of time for the construction of the Improvements,
and if an extension is granted but construction of the Improvements has not begun
within such extended period, then the title to the Property shall revert to the City after
the end of said extended period. If development has commenced by the Project Start
Date or within any extended period and is stopped and/or delayed as a result of an act
of God, war, civil disturbance, court order, labor dispute, fire, or other cause beyond the
reasonable control of Company, the requirement that construction is to be completed by
the Project Completion Date shall be tolled for a period of time equal to the period of
such stoppage or delay, and thereafter if construction is not completed within the
allowed period of extension the title to the Property shall revert to the City after the end
of said period.
In the event of any reverter of title, 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
effectuate said reverter of title. Company shall pay in full, so as to discharge or satisfy,
all liens, claims, charges, and encumbrances on or against the Property. Company
further agrees that it shall indemnify and hold harmless the City 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, or Company's failure to carry on or complete
same, or Company's ownership of the Property. If the City files suit to enforce the
2
terms of this Section 3 and prevails in such suit, then the Company shall be liable for all
of the City's legal expenses, including but not limited to reasonable attorneys' fees.
4. Water and Sewer. On or before December 1, 2017, City will provide
water main and sewer main infrastructure to the Property line, and Company will be
responsible for extending water, sewer, telephone, telecommunications, electric, gas
and other utility services to any location on the Property that it desires and for payment
of any associated connection fees.
5. Minimum Assessment Agreement. Company acknowledges and
agrees that it, or any successor in title to the Property, will pay when due all taxes and
assessments, general or special, and all other lawful charges whatsoever levied upon
or assessed or placed against the Property. For itself and each of its successors in title
to the Property, Company further agrees that, prior to the date set forth in Section 2 of
Exhibit "B", neither it nor any successor in title will seek or cause a reduction in the
taxable valuation for the Property, which shall be fixed for assessment purposes, below
the amount of $300,000.00 (the "Minimum Actual Value"), through:
(i) willful destruction of the Property, Improvements, or any part of
either;
(H) a request to the assessor of Black Hawk County; or
(Hi) any proceedings, whether administrative, legal, or equitable, with
any administrative body or court within the City, Black Hawk County, the State of
Iowa, or the federal government.
Company agrees to sign the agreement attached as Exhibit "B" concurrently with
execution of this Agreement.
7. 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
amendment of the urban renewal plan applicable to the Property and/or project area, all
of which must be completed within 120 days from the date this Agreement is approved
by the City council. If such completion does not occur, then this Agreement shall be
deemed canceled and shall be null and void.
8. 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.
9. Representations and Warranties of Company. Company hereby
represents and warrants as follows:
A. Company is not prohibited from consummating the transaction
contemplated in this Agreement by any law, regulation, agreement, instrument,
restriction, order or judgment.
B. Company is duly organized, validly existing, and in good standing
under the laws of the state of its organization and is duly qualified and in good
standing under the laws of the State of Iowa.
C. Company has full right, title, and authority to execute and perform
this Agreement and to consummate all of the transactions contemplated herein,
and each person who executes and delivers this Agreement and all documents
to be delivered to City hereunder is and shall be authorized to do so on behalf of
Company.
10. 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.
11. Notices. Any notice under this Agreement shall be in writing and shall be
delivered in person, by overnight air courier service, by United States registered or
certified mail, postage prepaid, or by facsimile (with an additional copy delivered by one
of the foregoing means), and addressed:
(a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, facsimile
number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the
Community Planning and Development Director.
(b) if to Company, at 1626 Oak Street, La Crosse, Wisconsin 54603,
Attn: Brad Fry.
Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in
person, (ii) one (1) business day following deposit for overnight delivery to an overnight
air courier service which guarantees next day delivery, (iii) three (3) business days
following the date of deposit if mailed by United States registered or certified mail,
postage prepaid, or (iv) when transmitted by facsimile so long as the sender obtains
written electronic confirmation from the sending facsimile machine that such
transmission was successful. A party may change the address for giving notice by any
method set forth in this section.
4
12. 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.
13. 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.
14. Severability. Each provision, section, sentence, clause, phrase, and
word of this Agreement is intended to be severable. If any portion of this Agreement
shall be deemed invalid or unenforceable, whether in whole or in part, the offending
provision or part thereof shall be deemed severed from this Agreement and the
remaining provisions of this Agreement shall not be affected thereby and shall continue
in full force and effect. If, for any reason, a court finds that any portion of this
Agreement is invalid or unenforceable as written, but that by limiting such provision or
portion thereof it would become valid and enforceable, then such provision or portion
thereof shall be deemed to be written, and shall be construed and enforced, as so
limited.
15. 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.
16. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
17. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute one and the same instrument.
18. Entire Agreement. This Agreement 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.
19. Time of Essence. Time is of the essence of this Agreement.
5
IN WITNESS WHEREOF, the parties have executed this Development
Agreement by their duly authorized representatives as of the date first set forth above.
CITY OF WATERLOO, IOWA
By:�:
'_ t
Qrt' GJ
uentin M. Hart, Mayor
Attest:
e, City Clerk
6
KWIK TRIP, INC.
Title: \1P-Secr-e-rc-no,
EXHIBIT "A"
Legal Description of Property
That part of the SE''/ of Section 32-89-13, Waterloo, Black Hawk County, Iowa lying West of the Westerly line of
Lot 1 of Brock Addition, lying North of a Westerly extension of the South line of said Lot 1, said South line also
being the North Right -of -Way line of West Ridgeway Avenue, lying South of a line that is 150.00 feet South of the
Westerly extension of the North line of said Lot I, and lying East of a line that is parallel with and 400.00 feet West
of the West line of said Lot 1.
Said legal is to be described by Plat of Survey or Subdivision Plat to be prepared prior to conveyance.
EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as
, 2017, by and among the CITY OF WATERLOO, IOWA ("City"),
KWIK TRIP, INC. ("Company"), and the COUNTY ASSESSOR of the City of Waterloo,
Iowa ("Assessor").
WITNESSETH:
WHEREAS, on or before the date hereof the City and Company have entered
into a development agreement (the "Development Agreement") regarding certain real
property, described in Exhibit "A" thereto, located in the City; and
WHEREAS, it is contemplated that pursuant to the Development Agreement, the
Company will undertake, or cause to be undertaken, the development of an area
("Project") within the Martin Road Development Plan area of the City; and
WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the
Company desire to establish a minimum actual value for the land and the building
pursuant to this Agreement and applicable only to the Project, which shall be effective
upon substantial completion of the Project and from then until this Agreement is
terminated pursuant to the terms herein and which is intended to reflect the minimum
actual value of the land and buildings as to the Project only; and
WHEREAS, the City and the Assessor have reviewed the preliminary plans and
specifications for the improvements (the "Improvements") which the parties contemplate
will be erected as a part of the Project.
NOW, THEREFORE, the parties hereto, in consideration of the promises,
covenants, and agreements made by each other, do hereby agree as follows:
1. Upon substantial completion of construction of the Improvements, the
minimum actual taxable value which shall be fixed for assessment purposes for the
land and Improvements to be constructed thereon as a part of the Project shall not be
less than $300,000.00 (the "Minimum Actual Value") until termination of this
Agreement. The parties agree that construction of the Improvements will be
substantially completed on or before June 30, 2018.
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,
2023. Nothing herein shall be deemed to waive 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 Company seek or cause the reduction of the actual value assigned
below the Minimum Actual Value established herein during the term of this Agreement.
3. This Agreement shall be promptly recorded by the City with the Recorder
of Black Hawk County, Iowa. The City shall pay all costs of recording.
4. Neither the preambles nor provisions of this Agreement are intended to, or
shall be construed as, modifying the terms of the Development Agreement.
5. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the parties, including but not limited to future owners of the
Project property.
CITY OF WATERLOO, IOWA
By: Cie
Quentin M. Hart, Mayor
Attest:
STATE OF IOWA
, City Clerk
) ss.
COUNTY OF BLACK HAWK )
KWIK TRIP, INC.
On this day of i\, ���-��u`_� , 2017, before me, a Notary Public
in and for the State of Iowa, personally -appeared Quentin M. Hart and Suzy Schares, to
me personally known, who being duly sworn, did say that they are the Mayor and City
Clerk, respectively, of the City of Waterloo, Iowa, a municipal corporation, created and
existing under the laws of the State of Iowa, and that the seal affixed to the foregoing
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.
NANCY HIGBY
COMMISSION NO.788229
MY c iytrssl0N PIRES
2
STATE OF blit St,U1
) ss.
COUNTY OF I a Cv'osst
Acknowledged before me on
, 2017 by (Sief Y I f4 3)
(,Oeh r as v(s .tSIcSfavff cCL fThtof Kwik Trip, Inc.
Pij0
A ,o Notary Public
z ! \O�! 1�
8
3
CERTIFICATION OF ASSESSOR
The undersigned, having reviewed the plans and specifications for the
improvements to be constructed and the market value assigned to the land upon which
the improvements are to be constructed for the development, and being of the opinion
that the minimum market value contained in the foregoing Minimum Assessment
Agreement appears reasonable, hereby certifies as follows: The undersigned
Assessor, being legally responsible for the assessment of the property subject to the
development, upon completion of improvements to be made on it and in accordance
with the Minimum Assessment Agreement, certifies that the actual value assigned to
such land, building and equipment upon completion of the development shall not be
less than Three Hundred Thousand Dollars ($300,000) in the aggregate, until
termination of this Minimum Assessment Agreement pursuant to the terms hereof.
Assn, r for Black Hawk County, Iowa
22-(7
Date
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on 9/c91 / 1'7 , by T.J.
Koenigsfeld, Assessor for Black Hawk County, Iowa.
TARA JOHNSON
Commission Number 767467
My Commission Expires
April 5, 2020
Prepared by Christopher S. Wendland, P.O. Box 596 Waterloo, IA 50704 Phone (319) 234-5701
DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is entered into as of
'1(Atic Si' 23 2017 by and between Kwik Trip, Inc. (the "Company") and the
City of`Waterloo, Iowa (the "City").
RECITALS
A. City considers economic development within the City a benefit to the
community and is willing for the overall good and welfare of the
community to provide financial incentives so as to encourage that goal.
B. Company is willing and able to undertake, or to cause to be undertaken,
the financing and construction of a building and related improvements on
property located in the Martin Road Development Plan Area.
C. This Agreement is intended to supersede and replace a certain
Development Agreement approved by the city council of City on April 24,
2017.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties agree as follows:
1. Sale of Property. Within 120 days from the date of this Agreement, City
shall convey, or cause to be conveyed, to Company the real property described on
Exhibit "A" attached hereto (the "Property"), for the sum of $1.00 (the "Purchase Price").
Conveyance shall be by special warranty deed, free and clear of all encumbrances
arising by or through City except: (a) easements, conditions and restrictions of record
which do not, in Company's opinion, interfere with Company's proposed use; (b) current
and future real estate real property taxes and assessments subject to the agreements
made herein; (c) general utility and right-of-way easements serving the Property; and
(d) restrictions imposed by the City zoning ordinances, or other applicable law.
2. Improvements by Company. Company shall construct a blending
station as depicted on attachments, and related landscaping, sidewalks, signage and
parking improvements (collectively, the "Improvements"). The Improvements shall be
constructed in accordance with all applicable City, state, and federal building codes and
shall comply with all applicable City ordinances and other applicable law. The Property,
the Improvements, and all site preparation and development -related work to make the
Property usable for Company's purposes as contemplated by this Agreement are
collectively referred to as the "Project". City hereby confirms that there are no
restrictions for filling in the floodplain on the Property, subject to use of suitable fill
material. City shall allow Company to fill in the floodplain as may be necessary to
complete the Project.
3. Timeliness of Construction; Possibility of Reverter. The parties agree
that Company's commitment to cause the Project to be undertaken and the
Improvements in a timely manner constitutes a material inducement for the City to
extend the development incentives provided for in this Agreement, including but not
limited to its commitment to convey the Property to Company, and that without said
commitment City would not have done so. Company must obtain a building permit and
begin construction of Improvements no later than six (6) months after the date of this
Agreement (the "Project Start Date"), and construction of Improvements must be
completed within twelve (12) months of the Project Start Date (the "Project Completion
Date"). If, by the Project Start Date, Company has not begun in good faith the
construction of the Improvements upon the Property, then title to the Property shall
revert to the City. If construction has not begun by the Project Start Date, but the
development of the Project is still imminent, the City Council may, but shall not be
required to, consent to an extension of time for the construction of the Improvements,
and if an extension is granted but construction of the Improvements has not begun
within such extended period, then the title to the Property shall revert to the City after
the end of said extended period. If development has commenced by the Project Start
Date or within any extended period and is stopped and/or delayed as a result of an act
of God, war, civil disturbance, court order, labor dispute, fire, or other cause beyond the
reasonable control of Company, the requirement that construction is to be completed by
the Project Completion Date shall be tolled for a period of time equal to the period of
such stoppage or delay, and thereafter if construction is not completed within the
allowed period of extension the title to the Property shall revert to the City after the end
of said period.
In the event of any reverter of title, 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
effectuate said reverter of title. Company shall pay in full, so as to discharge or satisfy,
all liens, claims, charges, and encumbrances on or against the Property. Company
further agrees that it shall indemnify and hold harmless the City 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, or Company's failure to carry on or complete
same, or Company's ownership of the Property. If the City files suit to enforce the
2
terms of this Section 3 and prevails in such suit, then the Company shall be liable for all
of the City's legal expenses, including but not limited to reasonable attorneys' fees.
4. Water and Sewer. On or before December 1, 2017, City will provide
water main and sewer main infrastructure to the Property line, and Company will be
responsible for extending water, sewer, telephone, telecommunications, electric, gas
and other utility services to any location on the Property that it desires and for payment
of any associated connection fees.
5. Minimum Assessment Agreement. Company acknowledges and
agrees that it, or any successor in title to the Property, will pay when due all taxes and
assessments, general or special, and all other lawful charges whatsoever levied upon
or assessed or placed against the Property. For itself and each of its successors in title
to the Property, Company further agrees that, prior to the date set forth in Section 2 of
Exhibit "B", neither it nor any successor in title will seek or cause a reduction in the
taxable valuation for the Property, which shall be fixed for assessment purposes, below
the amount of $300,000.00 (the "Minimum Actual Value"), through:
either;
(i) willful destruction of the Property, Improvements, or any part of
(ii) a request to the assessor of Black Hawk County; or
(iii) any proceedings, whether administrative, legal, or equitable, with
any administrative body or court within the City, Black Hawk County, the State of
Iowa, or the federal government.
Company agrees to sign the agreement attached as Exhibit "B" concurrently with
execution of this Agreement.
7. 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
amendment of the urban renewal plan applicable to the Property and/or project area, all
of which must be completed within 120 days from the date this Agreement is approved
by the City council. If such completion does not occur, then this Agreement shall be
deemed canceled and shall be null and void.
8. 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.
3
9. Representations and Warranties of Company. Company hereby
represents and warrants as follows:
A. Company is not prohibited from consummating the transaction
contemplated in this Agreement by any law, regulation, agreement, instrument,
restriction, order or judgment.
B. Company is duly organized, validly existing, and in good standing
under the laws of the state of its organization and is duly qualified and in good
standing under the laws of the State of Iowa.
C. Company has full right, title, and authority to execute and perform
this Agreement and to consummate all of the transactions contemplated herein,
and each person who executes and delivers this Agreement and all documents
to be delivered to City hereunder is and shall be authorized to do so on behalf of
Company.
10. 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.
11. Notices. Any notice under this Agreement shall be in writing and shall be
delivered in person, by overnight air courier service, by United States registered or
certified mail, postage prepaid, or by facsimile (with an additional copy delivered by one
of the foregoing means), and addressed:
(a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, facsimile
number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the
Community Planning and Development Director.
(b) if to Company, at 1626 Oak Street, La Crosse, Wisconsin 54603,
Attn: Brad Fry.
Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in
person, (H) one (1) business day following deposit for overnight delivery to an overnight
air courier service which guarantees next day delivery, (iii) three (3) business days
following the date of deposit if mailed by United States registered or certified mail,
postage prepaid, or (iv) when transmitted by facsimile so long as the sender obtains
written electronic confirmation from the sending facsimile machine that such
transmission was successful. A party may change the address for giving notice by any
method set forth in this section.
4
12. 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.
13. 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.
14. Severability. Each provision, section, sentence, clause, phrase, and
word of this Agreement is intended to be severable. If any portion of this Agreement
shall be deemed invalid or unenforceable, whether in whole or in part, the offending
provision or part thereof shall be deemed severed from this Agreement and the
remaining provisions of this Agreement shall not be affected thereby and shall continue
in full force and effect. If, for any reason, a court finds that any portion of this
Agreement is invalid or unenforceable as written, but that by limiting such provision or
portion thereof it would become valid and enforceable, then such provision or portion
thereof shall be deemed to be written, and shall be construed and enforced, as so
limited.
15. 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.
16. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
17. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute one and the same instrument.
18. Entire Agreement. This Agreement 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.
19. Time of Essence. Time is of the essence of this Agreement.
5
IN WITNESS WHEREOF, the parties have executed this Development
Agreement by their duly authorized representatives as of the date first set forth above.
CITY OF WATERLOO, IOWA
By: L_ v� IIS
Quentin M. Hart, Mayor
Attest: )4
Kelley Felcj Ie, City Clerk
6
KWIK TRIP, INC.
By: )- 2°�
(el -e Kel, s • Loe a V
Title: \l r, i, i�-sivs-lcu r-(_,rz (IA,
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EXHIBIT "A"
Legal Description of Property
That part of the SE % of Section 32-89-13, Waterloo, Black Hawk County, Iowa Tying West of the Westerly line of
Lot 1 of Brock Addition, lying North of a Westerly extension of the South line of said Lot 1, said South line also
being the North Right -of -Way line of West Ridgeway Avenue, lying South of a line that is 150.00 feet South of the
Westerly extension of the North line of said Lot 1, and lying East of a line that is parallel with and 400.00 feet West
of the West line of said Lot 1.
Said legal is to be described by Plat of Survey or Subdivision Plat to be prepared prior to conveyance.
EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as
11u L8 , 2017, by and among the CITY OF WATERLOO, IOWA ("City"),
KWIK TRIP, INC. ("Company"), and the COUNTY ASSESSOR of the City of Waterloo,
Iowa ("Assessor").
WITNESSETH:
WHEREAS, on or before the date hereof the City and Company have entered
into a development agreement (the "Development Agreement") regarding certain real
property, described in Exhibit "A" thereto, located in the City; and
WHEREAS, it is contemplated that pursuant to the Development Agreement, the
Company will undertake, or cause to be undertaken, the development of an area
("Project") within the Martin Road Development Plan area of the City; and
WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the
Company desire to establish a minimum actual value for the land and the building
pursuant to this Agreement and applicable only to the Project, which shall be effective
upon substantial completion of the Project and from then until this Agreement is
terminated pursuant to the terms herein and which is intended to reflect the minimum
actual value of the land and buildings as to the Project only; and
WHEREAS, the City and the Assessor have reviewed the preliminary plans and
specifications for the improvements (the "Improvements") which the parties contemplate
will be erected as a part of the Project.
NOW, THEREFORE, the parties hereto, in consideration of the promises,
covenants, and agreements made by each other, do hereby agree as follows:
1. Upon substantial completion of construction of the Improvements, the
minimum actual taxable value which shall be fixed for assessment purposes for the
land and Improvements to be constructed thereon as a part of the Project shall not be
Tess than $300,000.00 (the "Minimum Actual Value") until termination of this
Agreement. The parties agree that construction of the Improvements will be
substantially completed on or before June 30, 2018.
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,
2023. Nothing herein shall be deemed to waive 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 Company seek or cause the reduction of the actual value assigned
below the Minimum Actual Value established herein during the term of this Agreement.
3. This Agreement shall be promptly recorded by the City with the Recorder
of Black Hawk County, Iowa. The City shall pay all costs of recording.
4. Neither the preambles nor provisions of this Agreement are intended to, or
shall be construed as, modifying the terms of the Development Agreement.
5. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the parties, including but not limited to future owners of the
Project property.
CITY OF WATERLOO, IOWA
By: 1_
Quentin M. Hart, Mayor
Attest: )/(-14/A
Fe c , City Clerk
STATE OF IOWA
COUNTY OF BLACK HAWK
On this 3 day of t` -e , 2017, before me, a Notary Public
in and for the State of Iowa, personally appeared Quentin M. Hart and Suzy Schares, to
me personally known, who being duly sworn, did say that they are the Mayor and City
Clerk, respectively, of the City of Waterloo, Iowa, a municipal corporation, created and
existing under the laws of the State of Iowa, and that the seal affixed to the foregoing
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.
) ss.
KWIK TRIP, INC.
By:
Title: Vre 1-Ct
ei-25eer- . Loeh r
/0M,/
NANCY HIGBY
COMMISSION NO.788229
MY COMMISSION EXPIRES
- 3--2( I
2
Notary public (;
STATE OF l,L1SC41Si�l )
) ss.
COUNTY OF La Cvvsse- ) c
Acknowledged before me on i l tCE,�,St , 2017 by , tephe r
Lodi r as 'VP 1�CI�SI7.inf „cK fr V _oof Kwik Trip Inc.
3
(4Q `,
Notary Public G
CERTIFICATION OF ASSESSOR
The undersigned, having reviewed the plans and specifications for the
improvements to be constructed and the market value assigned to the land upon which
the improvements are to be constructed for the development, and being of the opinion
that the minimum market value contained in the foregoing Minimum Assessment
Agreement appears reasonable, hereby certifies as follows: The undersigned
Assessor, being legally responsible for the assessment of the property subject to the
development, upon completion of improvements to be made on it and in accordance
with the Minimum Assessment Agreement, certifies that the actual value assigned to
such land, building and equipment upon completion of the development shall not be
less than Three Hundred Thousand Dollars ($300,000) in the aggregate, until
termination of this Minimum Assessment Agreement pursuant to the terms hereof.
Assessor for Black Hawk County, Iowa
Date
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