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HomeMy WebLinkAboutPWS Holdings 19 IA - Dev Agmnt - 12/30/19Please return this copy to: Clerk & Fe Dept. 715City, Mulberry St. waterloo, IA 50703inanc Preparer: Christopher S. Wendland, P.O. Box 596, Waterloo, Iowa 50704 (319) 234-5701 After recording, retum to Community Planning & Development, 715 Mulberry Street, Waterloo, IA 50703. DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of jjec et„\,e,- 3e L-e II by and between PWS Holdings 19 IA, LLC ("Company"), and the City of Waterloo, Iowa ("City"). RECITALS A. Company is willing and able to finance and construct a building and related improvements on property located at 3110 University Avenue, Waterloo, Iowa (the "Company Site"), legally described as set forth on Exhibit "A" attached hereto. B. City considers economic development within the City a benefit to the community and is willing for the overall good and welfare of the community to provide financial incentives so as to encourage that goal. City believes that the development of the Company Site and the Property (defined below) is in the best interests of the City and in accordance with the public purposes and provisions of the applicable State and local laws and requirements under which the project has been undertaken and is being assisted. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Sale of Property; Title. Subject to the terms hereof, City shall convey to Company for the sum of $1.00 (the "Purchase Price") the real property described on Exhibit "A" attached hereto (the "Property"). The parties acknowledge that the Property is comprised of excess road right-of-way that must be vacated and that must also be handled under the processes required by Iowa Code § 306.22 et seq. City will not convey title to the vacated right-of-way until all processes required by law have been completed. Conveyance shall be by quit claim deed, free and clear of all encumbrances arising by or through City except: (a) easements, servitudes, conditions and restrictions of record; (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 and other applicable law. City shall have no duty to convey title to Company until Company delivers to City reasonable and satisfactory proof of financial ability to undertake and carry on the Project (defined below), which may take the form of a lending commitment letter. Company may, at its own expense, obtain whatever form of title evidence it desires. If title is unmarketable or subject to matters not acceptable to Company, and if City does not remedy or remove such objectionable matters in timely fashion following written notice of such objections from Company, Company may terminate this Agreement. City shall provide any title documents it has in its possession, including any abstracts, to assist in title review. 2. Improvements by Company. Company shall construct on the Company Site and the Property a commercial building of no less than 5,230 square feet, and related parking, landscaping, and other improvements to the buildings and grounds (collectively, the "Improvements"). The Company Site and the Property are collectively referred to as the "Project Site". The Improvements shall be constructed in accordance with the terms of this Agreement, all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. Parking shall meet City's minimum requirements based on building use, occupancy, and future intended development on the Project Site. Company shall submit specific building designs and site plans for City review and approval before the commencement of construction. Company will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Improvements may be lawfully constructed. The Project Site, the Improvements, and all site preparation and development -related work to make the Project Site usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project". 3. Timeliness of Construction; Possibility of Reverter. The parties agree that Company's commitment to cause the Project to be undertaken and to construct 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. Subject to Unavoidable Delays (defined below), Company must obtain a building permit and begin construction of the Improvements within six (6) months from the date of that it receives title to the Property from City (the "Project Start Date"), and construction of Improvements must be Substantially Completed within twelve (12) months after commencement (the "Project Completion Date"). 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. 2 If Company has not begun construction of the Improvements before the Project Start Date, City may terminate this Agreement as set forth in Section 14, title to the Property shall revert to City, and City shall have no further obligation hereunder. 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, grant an extension of the Project Completion Date. If construction has commenced within the required period or 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 (each of the foregoing is an "Unavoidable Delay"), then time lost as a result of Unavoidable Delays shall be added to extend the Project Completion Date by a number of days equal to the number of days lost as a result of Unavoidable Delays, and thereafter if construction is not completed within the allowed period of extension, City may terminate this Agreement as set forth in Section 14, title to the Property shall revert to City, and City shall have no further obligation hereunder. 4. Reverter of Title; Indemnity. 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 and to deliver to City title to the Property that is free and clear of any lien, claim, charge, security interest, mortgage or encumbrance (collectively, "Liens") arising by or through Company. Company shall pay in full, so as to discharge or satisfy, all Liens on or against the Property. 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 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, cost, expense, liability 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 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. 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. 5. Utilities. Company will be responsible for extending water, sewer, telephone, telecommunications, electricity, gas and other utility services to any location on the Project Site and for payment of any associated connection fees. 6. Reserved. 3 7. Minimum Assessment Agreement. Company acknowledges and agrees that it 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 Project Site. 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 assessed valuation for the Project Site as improved pursuant to this Agreement, which shall be fixed for assessment purposes, below the aggregate amount of $2,400,000.00 ("Minimum Actual Value"), through: (i) willful destruction of the Project Site (other than any demolition that may be authorized herein), Improvements, or any part of either; (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 and deliver the MAA to City concurrently with execution and delivery of this Agreement. 8. No Encumbrances; Limited Exception. Until completion of the Improvements, Company agrees that it shall not create, incur, or suffer to exist any Liens on the Property, other than such 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. Company may not mortgage the Property or any part thereof for any purpose except in connection with financing of the Improvements. 9. 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. Reasonable grounds for the City to withhold its consent shall include but are not limited to the inability of the proposed transferee to demonstrate to the City's satisfaction that it has the financial ability to observe all of the terms to be performed by Company under this Agreement. 10. Additional Covenants of Company. In addition to the other promises, covenants and agreements of Company as provided elsewhere in this Agreement, Company agrees as follows: A. The Project Site will have a taxable value as set forth in the MAA, and Company agrees that the minimum actual value of the Project Site and completed Improvements as stated in the MAA will be a reasonable estimate of the actual value of the Project Site and Improvements for ad valorem property tax purposes. Company agrees that it will spend enough in construction of the 4 Improvements that, when combined with the value of the Project Site and related site improvements, will equal or exceed the assessor's minimum actual value for the Project Site and Improvements as set forth in the MAA. B. Until termination of the MAA, Company will maintain, preserve and keep the Project Site, 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. C. 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 Project Site. 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 Project Site that is determined by any tax official to be applicable to the Project Site 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 Project Site. 11. 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. 12. 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 authorized, executed and delivered by Company and, assuming due authorization, execution and 5 delivery by the other parties hereto, is in full force and effect and is a valid and legally binding instrument of Company that is enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. D. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization or operating agreement of Company or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Company is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. E. There are no actions, suits or proceedings pending or threatened against or affecting Company in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Company or which in any manner raises any questions affecting the validity of the Agreement or Company's ability to perform its obligations under this Agreement. 13. 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, the Property, or this Agreement, without the prior written consent of City; C. Failure by any party hereto to substantially observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement or the MAA; D. 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. 6 14. Remedies. A. Default by Company. Whenever any Event of Default in respect of Company occurs and is continuing, the City may terminate this Agreement. Before exercising such remedy, City shall give 30 days' written notice to Company of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or the Event of Default cannot reasonably be cured within 30 days and Company shall not have provided assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible. Upon termination, City may exercise any and all remedies available at law, equity, contract or otherwise for recovery of any sums paid by City to Company 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 Company 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. 15. Indemnification. Company hereby releases City, its elected officials, officers, employees, and agents (collectively, the "indemnified parties") from, covenants and agrees that the indemnified parties shall not be liable for, and agrees to indemnify, defend and hold harmless the indemnified parties against, any loss or damage to property or any injury to or death of any person occurring at or about the Project Site or resulting from any defect in the Improvements. The indemnified parties shall not be liable for any damage or injury to the persons or property of Company or its directors, officers, employees, contractors or agents, or any other person who may be about the Project Site or the Improvements, due to any act of negligence or willful misconduct of any person, other than any act of negligence or willful misconduct on the part of any such indemnified party or its officers, employees or agents. The provisions of this Section shall survive the expiration or termination of this Agreement. 16. Materiality of Company's Promises, Covenants, Representations, and Warranties. Each and every promise, covenant, representation, and warranty set 7 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. 17. 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. 18. 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. 19. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight air courier service, by United States registered or certified mail, postage prepaid, or by facsimile (with an additional copy delivered by one of the foregoing means), and addressed: (a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, fax number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. (b) if to Company, at 4265 45th Street S., Suite 200, Fargo, ND 58104, Attention: President. 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. 8 20. 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. 21. 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. 22. 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. 23. 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. 24. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 25. 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. 26. 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. 27. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement by their duly authorized representatives as of the date first set forth above. 9 CITY OF WATERLOO, IOWA PWS HOLDINGS 19 IA, LLC By: l L n° ( car; Quentin M. Hart, Mayor Attest: elley Fe j' le, City Clerk By: K=/. Christianson, President 10 EXHIBIT "A" PROJECT SITE DESCRIPTION Legal Description of Property: See attached survey. Legal Description of Company Site: Tract I: A part of the Southwest Quarter of the Southeast Quarter of Section No. 21 in Township No: 89 North, Range No.. 13 West of the Fifth Principal Meridian; in Black Hawk County, lowa, described as follows: Commencing at the point of Intersection of the North line of Falls Avenue, as now established, with the West line of Stephan Avenue , as now established, said point being 30 feet due West of the West line of Lot No. 43 in Hansen -Noble Addition, in the City of Waterloo, Iowa; running thence North along the West line of said Stephan Avenue a distance of 260 feet; thence West at right angles a distance of 168 feet; thence South along a line that is parallelwith the West line of said Stephan Avenue to the North line of Falls Avenue, as now established; thence Easterly along the Northerly Tine of Falls Avenue to the Point of Beginning; EXCEPT that part thereof conveyed to the City of Waterloo, Iowa, for Road Purposes by deed to City of Waterloo, dated July 15, 1950 and filed for record August 24, 1950, in the Recorder's Office, Black Hawk County, Iowa, recorded in Book 108 of Land Deeds, on Page 247; AND Re -Described by Survey dated April 10, 1980, by Wayne Claassen, as follows: A part of the Southwest Quarter of the Southeast Quarter of Section 21 in Township 89 North, Range 13 West of the Fifth Principal Meridian in the City of Waterloo, Black Hawk County, Iowa, described as follows: Beginning at the point of intersection of the North tine of Falls Avenue and the West line of Stephen Avenue as both streets are presently located: said point being 60 feet West of the Original West line of Lot 43 in Hansen -Noble Addition; thence North 00 degrees 00'' East 258.51' feet along the West line of Stephen Avenue; thence South 89 degrees 56' West 138.23 feet; thence South 00 degrees 05'30" East 232.34 feet to the North line of Falls Avenue; thence Southeasterly along a 1008.8 foot radius curve, concave Northerly, having a chord length 140.3 feet, said chord bearing South 79 degrees 18'10" East to the point of beginning; AND Note: The West line of Stephen Avenue is assumed to bear N 00 degrees 00' E. Tract II: A part of the Southwest Quarter of the Southeast Quarter of Section No. 21 in Township No. 89 North, Range No. 13 West of the Fifth Principal Meridian, in the City of Waterloo, Black Hawk County, Iowa, described as follows: Commencing at the point of intersection of the North line of Falls Avenue and the West line of Stephan Avenue as both Streets are presently located; said point being 60 feet West of the original West line of Lot 43 in "Hansen -Noble Addition", in Black Hawk County, Iowa; thence North 00 degrees 00" East 258.51 feet along the West line of Stephan Avenue; thence South 89 degrees 56' West 138.23 feet along the North line of the Parcel of land described in Warranty Deed recorded in Book No. 109 of land deeds at Page No. 297, to the point of beginning of the tract herein described; thence South 00 degrees 05'30" East, along the West line of said parcel, 232.34 feet to the North line of U.S. Highway No. 218; thence Northwesterly, along the North line of said Highway on a 1008.8 foot radius curve, concave Northerly, having a chord length of 52.26 feet, said chord bearing North 73 degrees 37' West; thence North 00 degrees 00' East 217.54 feet; thence North 89 degrees 56' 49.77 feet to the point of beginning; AND Note: The West line of Stephan Avenue is assumed to bear North 00 degrees 00' East. Tract III: A Non-exclusive Cross Access Easement for ingress in, to upon and over the following described real estate, as described below, created by Cross Driveway Easement Agreement executed by and between Hardee's Food Systems, Inc., and The Boatyard, Inc., dated May 16, 1980 and filed for record May 16, 1980, in the Recorder's Office, Black Hawk County, Iowa, recorded in Book 6 of Easements at Page 770; A part of the Southeast Quarter of Section 21 in Township 89 North, Range 13 West of the 5th P.M., in the City of Waterloo, Black Hawk County, Iowa, Beginning at the point of intersection of a line which is 188 feet normally distant Westerly of and parallel with the West line of Stephan Avenue as presently established (said West line being 60 feet West of the original West line of Lot 43 in Hansen -Noble Addition) and the Northerly line of U.S. Highway No. 218, thence North 35 feet parallel with said Stephan Avenue, thence Southwesterly to a point on the Northerly line of said U.S. Highway 218 which is 15 feet Northwesterly of the Point of Beginning, as measured along said Westerly Highway line, thence Southeasterly to the point of beginning; all situated in Black Hawk County, Iowa. 2 SNYDER INDEX LEGEND SURVEYOR'S NAME / RETURN TO: ERIC MILLER, PLS SNYDER & ASSOCIATES, INC. 5005 BOWLING STREET SW, SUITE A CEDAR RAPIDS, IA 52404 319-362-9394 ericmiller@snyder-associates.com SERVICE PROVIDED BY: SNYDER & ASSOCIATES, INC. SURVEY LOCATED: SOUTHEAST 1/4 SEC. 21-89-13 REQUESTED BY: PACES LODGING CORPORATION PLAT OF SURVEY - PARCEL "Q" PART OF THE SOUTHEAST 1/4 SEC. 21-89-13 PROPERTY DESCRIPTION A PART OF SOUTHEAST 1/4 OF SECTION 21, TOWNSHIP 89 NORTH, RANGE 13 WEST OF THE 5TH P.M., CITY OF WATERLOO, BLACK HAWK COUNTY, IOWA, DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE NORTH LINE OF FALLS AVENUE AND THE WEST LINE OF STEPHAN AVENUE AS ORIGINALLY ESTABLISHED; THENCE NORTH 0°15'49" EAST ALONG SAID WEST LINE, A DISTANCE OF 166.92 FEET; THENCE SOUTH 21°05'05" EAST, 64.32 FEET; THENCE SOUTH 30°07'30" EAST, 121.86 FEET; THENCE SOUTH 21° 39' 15" WEST, 19.42 FEET; THENCE SOUTHWESTERLY ALONG A CURVE CONCAVE SOUTHEASTERLY WHOSE RADIUS IS 303.52 FEET, WHOSE LENGTH IS 58.65 FEET AND WHOSE CHORD BEARS SOUTH 66°31'32" WEST, 58.56 FEET; THENCE SOUTH 60°59'23" WEST, 53.75 FEET; THENCE WESTERLY ALONG A CURVE CONCAVE SOUTHERLY WHOSE RADIUS IS 2,961.60 FEET, WHOSE LENGTH IS 130.99 FEET AND WHOSE CHORD BEARS NORTH 58°48'58" WEST, 130.98 FEET; THENCE NORTH 61°15'23" WEST, 59.91 FEET; THENCE NORTH 0°07'51" EAST, 10.22 FEET; THENCE EASTERLY ALONG A CURVE CONCAVE NORTHERLY WHOSE RADIUS IS 1008.80 FEET, WHOSE LENGTH IS 192.07 FEET AND WHOSE CHORD BEARS SOUTH 77°40'59" EAST, 191.78 FEET TO THE POINT OF BEGINNING, CONTAINING 0.38 ACRES (16,467 SQUARE FEET) MORE OR LESS, SUBJECT TO ANY AND ALL EASEMENTS OF RECORD. This Plat or Subdiviss City of W City Planner or designee LEGEND survey Section Corner 1/2" Reber, Orange Cap 1119515 (Unless Otherwise Noted) ROW Rail Colculated Point Platted Distance p Measured Bearing & Distance M Recorded As R Deed Distance D Calculated Distance Centerline Section Line 1/4 Section Line 1/4 1/4 Section Line Easement Line reviewed by (f/ Found Set 0 ♦ • S C DATE OF SURVEY 07/15/2019 OWNER PWS HOLDINGS 19 IA LLC BASIS OF BEARING THE WEST LINE OF STEPHAN AVENUE IS ASSUMED TO BEAR NORTH 0°15'49" E 1 hereby certify that this land surveying document was prepared and the related survey work was performed by me or under my direct personal supervision ehd that I am a duly licensed P slonal Land Suave or under the laws of the afl4µa.� /-3-010 is J. Miller, PLS Date License Number 19515 My License Renewal Date Is December 31, 2020 Pages or sheets covered by this seal: Sheet 1 and 2 of 2 PLAT OF SURVEY - PARCEL "Q" PART OF THE WEST 1/2 SOUTHEAST 1/4 SEC. 21-89-13 S5005 BOWLING STREET SW, SUITE A & A S S O C I AT E S CEDAR RAPIDS, IA 52404 (515) 964-2020 SHEET 1 OF 2 PN. 1190368 FLD BK PO: DATE: 12/11/19 PM//ECH: EJM SnYht Per,iuMeeVge. \\0.,*0V 4n,' YalnFA2a 9\n9.u166®\Svrp\RO3,LvK.q}n 1Pfa�RWs L-5 PLAT OF SURVEY - PARCEL "Q" PART OF THE SOUTHEAST 1/4 SEC. 21-89-13 CURVE TABLE CURVE ARC NO. DELTA RADIUS LENGTH TANGENT CHORD BEARING/DISTANCE C1 10° 54' 28" LT 1,008.80' 192.07' 96.33' S 77° 40' 59" E 191.78' C2 11° 04' 17" LT 303.52' 58.65' 29.42' S 66° 31' 32" W 58.56' C3 2° 32' 03" LT 2,961.60' 130.99' 65.50' N 58° 48' 58" W 130.98' C4 (M) 7° 57' 52" LT 1,008.80' 140.25' 70.24' S 79° 09' 17" E 140.13' C4 (D) 1,008.80' S 79° 18' 10" E 140.30' C5 (M) 2° 56' 34" LT 1,008.80' 51.83' 25.92' N 73° 42' 03" W 51.82' C5 (D) 1,008.80' N 73° 37' 00" W 52.26' Fnd 11/2" Pinch Pipe Fnd 1 1/2" Pinch Pipe C5 v w -c 0 N Co Li-) rnIn 0506 N / N SE 1l89-13 ww SEA 21 0 0) to oa oFn 0 zz rn u) Fnd 1/2" Iron Rod With Yellow Plastic Cop c' Cap Illegible z W z LU Q 1 0_ w 1- OD 46 �gLE ANPJ� 25 45 Fnd 1/2" Iron Rod 24 CP �O`�SF• Q C4 i Cl PARCEL "R" Fnd 1/2" Iron Rod Point of - With Yellow Beginning 12' Plastic Cap A8033 C3 • Proposed Sidewalk To be Constructed as Part of Waterloo Contract No. 933 LINE TABLE LINE NO. BEARING DISTANCE L-1 S 21° 05' 05" E 64.32' L-2 S 30° 07' 30" E 121.86' L-3 S 60° 59' 23" W 53.75' L-4 N 61° 15' 23" W 59.91' L-5 N 0' 07' 51" E 10.22' t✓2 10' 44 23 Fnd 1/2" Iron Rod 43 22 Fnd 1/2" Iron Rod N_ ine Foils Ave S 21° 39' 15" W 19.42' FALLS AVENUE 0 60 SCALE (FEET) PLAT OF SURVEY - PARCEL "Q" S&ASSOCIATES PART OF THE WEST 1/2 SOUTHEAST 1/4 SEC. 21-89-13 SNYDER 5005 BOWLING STREET SW, SUITE A CEDAR RAPIDS, IA 52404 (515) 964-2020 SHEET 2 OF 2 PN. 1190368 FLDBK: PG: DATE: 12/11/19 PMITECH: EJM 2,dXViaspsAslm°or°VrMnq.Gen_rtma�dm. \\°tzne, 20VYalttl.S'ro sIuwse.m.w..rv°wssrvs i' n EXHIBIT "B" MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement") is entered into as of i; r- z. , 2 fl , by and among the CITY OF WATERLOO, IOWA ("City"), PWS HOLDINGS 19 IA, LLC ("Company"), and the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City and Company have entered into a development agreement (the "Development Agreement) regarding certain real property, described in Exhibit "A" thereto, located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company will undertake the development of an area ("Project") within the City; and WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the Company desire to establish a minimum actual value for the land and the building(s) pursuant to this Agreement and applicable only to the Project, which shall be effective upon substantial completion of the Project and from then until this Agreement is terminated pursuant to the terms herein and which is intended to reflect the minimum actual value of the land and buildings as to the Project only; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the improvements (the "Improvements") which the parties contemplate will be erected as a part of the Project. NOW, THEREFORE, the parties hereto, in consideration of the promises, covenants, and agreements made by each other, do hereby agree as follows: 1. Upon substantial completion of construction of the Improvements by the Company, the minimum actual value which shall be fixed for assessment purposes for the land and Improvements to be constructed thereon by the Company as a part of the Project shall not be less than $2,400,000.00 ("Minimum Actual Value") until termination of this Agreement. The parties hereto agree that construction of the Improvements will be substantially completed before December 31, 2020. If they are not, then the parties agree to execute an amendment to this Agreement that will extend the dates 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, 2027. 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 Improvements in excess of the Minimum Actual Value. 3. Company agrees that 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 Project Site that is determined by any tax official to be applicable to the Project Site or to Company, or raise the inapplicability or constitutionality of any such tax statute or regulation as a defense in any proceedings. 4. 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. 5. Neither the preambles nor provisions of this Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement. 6. 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 PWS HOLDINGS 19 By: `C U�t� l Quentin M. Hart, Mayor Attest: Kelley Felc , City Clerk STATE OF IOWA ) ss. COUNTY OF BLACK HAWK Ivck On this 2 day of�J0""- Zug° , before me, a Notary Public in and for the State of Iowa, personally appeared Quentin M. Hart and Kelley Felchle, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waterloo, Iowa, a municipal corporation, created and vin Christiansent 2 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 CQMMISSION c2 EXPIRES �t 3 2 STATE OF Nor-%h (JCLKc- ) ss. COUNTY OF CCt s ) Subscribed and sworn to before me on accn-+ber 9, a -oil, by Kevin Christianson as President of PWS Holdings 19 IA, LLC. KRISTIE WIESE Notary Public State of North Dakota ► My Commission Expires October 17, 2022 ► Notary Public 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 and building upon completion of the development shall not be less than Two Million Four Hundred Thousand Dollars ($2,400,000.00) in the aggregate, until termination of this Minimum Assessment Agreement pursuant to the terms hereof. or Black Hawk County, Iowa Date STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) Subscribed and sworn to before me on ,,7/6/,?,,� , by T.J. Koenigsfeld, Assessor for Black Hawk County, I wa. TIM ANDEAA COMMISSION NO. 772518 MY COMMISSION' EXPIRES APRIL 11, 2021 AR3QNIA MIT srastS .ow NQIazIMMOJ 231119X0 Yioia2IMMO7 vM KOSSOS Fes.