HomeMy WebLinkAboutClub Car Wash Waterloo, LLC - Dev & Min Assessment Agmnt - 5.3.2021(RECORDED) IIIIII IIIIII III IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII11111III!III!
Doc ID: 011844420016 Type: GEN
Recorded: 10/05/2022 at 02:10:57 PM
Fee Amt: $82.00 Page 1 of 16
Black Hawk County Iowa
SANDIE L. SMITH RECORDER i File2023-00005 7 16
Prepared by Christopher S.Wendland, P.O. Box 596,Waterloo, IA 50703. 319-234-5701
DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is entered into as of
.L 3 L2_&2_ , by and between Club Car Wash Waterloo, LLC, a Delaware
limited liability company (the "Company"), and the City of Waterloo, Iowa, a municipal
corporation organized and existing under the laws of Iowa (the "City").
RECITALS
A. In furtherance of the objectives of Chapter 403 of the Code of Iowa, 2015,
as amended (the "Urban Renewal Act"), City is engaged in carrying out
urban renewal project activities in an area known as the Crossroads
Waterloo Urban Renewal and Redevelopment Area ("Urban Renewal
Area").
B. Company is willing and able to finance and undertake construction of a
new commercial building 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. City believes
that the development of the Property (defined below) is in the vital and
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.
D. Twenty percent of the rebate set forth herein is provided to cover the costs
of relocation of any water lines on the Property required by the City.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties agree as follows:
1. Development Property. Company is purchasing from a third party
certain real property located at the northeast intersection of Hammond Avenue and San
Marnan Drive, described on Exhibit "A" attached hereto (the "Property"). Company will
undertake the Project (defined below) upon the Property.
2. Improvements by Company; Schedule. Company shall construct a
building of no less than 5,500 square feet for operation of a car wash and related
landscaping, paving, signage and parking improvements (collectively, the
"Improvements"). Company agrees that the Improvements shall be constructed in
accordance with the terms of this Agreement. the urban renewal plan, and all applicable
City, state, and federal building codes and shall comply with all applicable City
ordinances and other applicable law. Company will use commercially reasonable
efforts to obtain, or cause to be obtained, in a timely manner, all required permits,
licenses and approvals, and will meet, in a timely manner, all requirements of all
applicable local, state, and federal laws and regulations which must be obtained or met
before the Improvements may be lawfully constructed. The Property, the
Improvements, and all development-related work to make the Property usable for
Company's purposes as contemplated by this Agreement are collectively referred to as
the "Project". Company shall commence Improvements within four (4) months after the
date of this Agreement, and the Project shall be Substantially Completed by December
31, 2021 (the "Completion Deadline"). 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
3. City Activities in Aid of Project.
A. Rebates. City shall provide property tax rebates as further set forth
in Section 5 below.
4. Minimum Assessment Agreement. Company acknowledges and
agrees that it will pay when due all taxes and assessments, general or special, and all
other charges whatsoever levied upon or assessed or placed against the Property.
Company further agrees that prior to the date set forth in Section 2 of the Minimum
Assessment Agreement (the "MAA") attached hereto as Exhibit "B", it will not seek or
cause a reduction in the taxable valuation for the Property as improved pursuant to this
Agreement, which shall be fixed for assessment purposes, below the amount of
$1,100,000.00 (the "Minimum Actual Value"), through:
(i) willful destruction of the Property, 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 execute and deliver the MAA concurrently with execution and
delivery of this Agreement.
5. Property Tax Rebates. Provided that Company has completed the
Improvements as set forth herein and has executed and delivered the MAA as set forth
in Section 4, and subject to annual appropriation by the city council, the City agrees to
rebate property taxes (with the exceptions noted below) as follows:
70% rebate for Year One,
for any taxable value over the January 1, 2020 value. Rebates are payable in respect
of a given year only to the extent that Company has actually paid general property taxes
due and owing for such year. To receive rebates for a given year, Company must
submit a completed rebate request to City on the form provided by or otherwise
satisfactory to City.
The taxable value of the Property as a result of the Improvements must be
increased by a minimum of 10% and must increase the annual tax by a minimum of
$500. This rebate program is not applicable to any special assessment levy, debt
service levy, or any other levy that is exempted from treatment as tax increment
financing under the provisions of applicable law. The first year in which a rebate may
be given ("Year One") shall be the first full year for which the assessment is based upon
the completed value of the Improvements and not a prior year for which the assessment
is based solely upon (x) the value of the Property or (y) the value of the Property and a
partial value of the Improvements due to partial completion of the Improvements or a
partial tax year.
6. 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. 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, when
reasonably requested by the City, but not more than one time in any consecutive
30 day period, the Company shall make reports to City in such detail as required
to show the actual progress of Company with respect to construction of the
Improvements.
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C. Company will reasonably cooperate 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. The Property will have a taxable value as set forth in the MAA, and
Company agrees that the minimum actual value of the Property and completed
Improvements as stated in the MAA 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.
E. Until termination of the MAA, 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 reasonably necessary repairs, replacements, renewals and additions.
F. 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.
G. Company agrees that, until termination of the MAA, 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.
Company agrees that prior to the date set forth in Section 2 of the MAA (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.
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
4
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. 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
delivery by the other parties hereto, is in full force and effect and, to the
Company's actual knowledge, 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.
5
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.
When this Agreement states a representation or warranty is made "to the
Company's actual knowledge" or similar words, the parties intend that the Company has
no duty to investigate and that the Company's knowledge means matters actually
known by the undersigned (''Company's Representative"), without imputation of
knowledge of any other person. In no event shall the Company's Representative be
personally liable to the Company or the city for any representation or warranty
contained herein.
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 subject to the notice and cure
period requirements of Section 13.A.
11. 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 or resulting from any defect in the Improvements, except to the
extent such loss, damage or injury arises from the negligence or misconduct of
the indemnified parties. 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 misconduct of any
person, other than any act of negligence or misconduct on the part of any such
indemnified party or its officers, employees or agents.
B. Except for any misrepresentation, any misconduct, or any unlawful
act of the indemnified parties, Company agrees to protect and defend the
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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 (collectively, the "Claims") by any person or entity
whatsoever that arises or purportedly arises from (1) any violation by the
Company 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
condition of the Property and the construction, installation, ownership, and
operation of the Improvements to the extent such Claim arises from the acts or
omissions of the Company, or (3) any hazardous substance or environmental
contamination located in or on the Property, but only to the extent such liability
arises from the acts or omissions of the Company and has not been previously
transferred to and accepted by the City in writing.
C. The provisions of this Section shall survive the expiration or
termination of this Agreement.
12. Default. The following shall be "Events of Default" under this Agreement,
and the term ''Event of Default" shall mean any one or more of the following events that
continues beyond any applicable cure periods:
A. Failure by Company to cause the construction of the Improvements
to be commenced and completed pursuant to the terms, conditions and
limitations of this Agreement, which failure continues for 30 days after written
notice of same, or if same cannot be reasonably cured in such 30-day period,
such reasonable period as is necessary if Company has commenced to cure and
thereafter diligently prosecutes such cure to completion and has notified City in
writing of its inability to effect a cure within 30 days, the measures being taken to
cure, and the time estimated to complete the cure;
B. Intentionally deleted;
C. Failure by Company to pay, before delinquency, all ad valorem
property taxes levied on or against the Property which failure continues for 30
days after written notice of same;
D. Failure by any party hereto to substantially observe or perform any
material covenant, condition, obligation or agreement on its part to be observed
or performed under this Agreement or the MAA, which failure continues for 30
days after written notice of same, or if same cannot be reasonably cured in such
30-day period, such reasonable period as is necessary if the party has
commenced to cure and thereafter diligently prosecutes such cure to completion
and has notified the other party in writing of its inability to effect a cure within 30
days, the measures being taken to cure, and the time estimated to complete the
cure;
1
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 the 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.
13. Remedies.
A. Default by Company. Whenever any Event of Default in respect of
Company occurs and is continuing, the City may terminate this Agreement and
recover any sums paid by City to Company before the date of termination.
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.
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
8
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.
14. 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.
15. 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.
16. 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 1213 Old 63 North, Suite 101, Columbia, Missouri
65201, Attn: Roland Bartels with copy to Quarles & Brady LLP, One Renaissance
Square, Two North Central Avenue, Phoenix, Arizona 85004, facsimile number
602-417-2947, Attn: Eric G. Wanner, Esq.
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.
17. 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.
9
18. 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.
19. 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.
20. 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.
21. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
22. 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.
23. 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.
24. Time of Essence. Time is of the essence of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized representatives as of the date first set forth above.
[signatures on next page]
to
CITY OF WATERLOO, IOWA CLUB CAR WASH WATERLOO, LLC
By: Ll � '�' �e,�, By: U
Quentin M. Hart, Mayor
Title: e/C)
Attest:
elley Felch , City Clerk
it
EXHIBIT "A"
Legal Description of Property
Parcel "M" of that certain Plat of Survey recorded August 20, 2020 in File No. 2021-
00003744, Official Records, Black Hawk County, Iowa and being described as follows:
That part of the SW 1/4, SW 1/4, Section 2, Township 88 North, Range 13 West of the
5th P.M., Waterloo, Black Hawk County, Iowa described as follows:
Commencing at the Southwest corner of said SW 1 /4; thence N00°22'32"E 428.57 feet
along the West line of said SW 1 /4; thence S89°37'28"E 33.00 feet to the East right-of-
way of Hammond Avenue and the Point of Beginning; thence S89°37'28"E 15.65 feet;
thence S66°51'00"E 257.55 feet; thence S41°13'27"E 63.24 feet to the Northwesterly
right-of-way of East San Marnan Drive; thence S48°46'33"W 63.45 feet along said
Northwesterly right-of-way; thence along said Northwesterly right-of-way, Southwesterly
180.87 feet along a 328.10 foot radius curve, concave Northwesterly, said curve having
a long chord of 178.59 feet that bears S64°34'06"W; thence S80°24'11"W 50.81 feet
along said Northwesterly right-of-way to the East right-of-way of Hammond Avenue;
thence N49°51'00"W 25.80 feet along said East right-of-way; thence N00°22'32"E
227.93 feet along said East right-of-way; thence N81°22'23"W 17.18 feet along said
East right-of-way; thence N00°22'32"E 28.76 feet along said East right-of-way to the
Point of Beginning, containing 1.112 acres.
EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as of
3 21 , by and among the CITY OF WATERLOO, IOWA, a
municip I corporation organized and existing under the laws of Iowa ("City"), CLUB
CAR WASH WATERLOO, LLC, a Delaware limited liability company ("Company"), and
the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor").
WITNESSETH:
WHEREAS, on or before the date hereof the City and Company have entered
into a development agreement (the "Development Agreement") regarding certain real
property, described in Exhibit "A" thereto, located in the City; and
WHEREAS, it is contemplated that pursuant to the Development Agreement, the
Company will undertake the development of an area ("Project") within the City and
within the Crossroads Waterloo Urban Renewal and Redevelopment Area; and
WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the
Company desire to establish a minimum actual value for the land and the building(s)
pursuant to this Agreement and applicable only to the Project, which shall be effective
upon substantial completion of the Project and from then until this Agreement is
terminated pursuant to the terms herein and which is intended to reflect the minimum
actual value of the land and buildings as to the Project only; and
WHEREAS, the City and the Assessor have reviewed the preliminary plans and
specifications for the improvements (the "Improvements") which the parties contemplate
will be erected as a part of the Project.
NOW, THEREFORE, the parties hereto, in consideration of the promises,
covenants, and agreements made by each other, do hereby agree as follows:
1. Upon Substantial Completion as defined in the Development Agreement)
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 $1,100,000 ("Minimum Actual
Value") until termination of this Agreement. The parties agree for purposes of this
Agreement that construction of the Improvements will be substantially completed on or
before the Completion Deadline stated in the Development Agreement. if it is not
completed within the same calendar year as the Completion Deadline, 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,
2026. 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. Prior to termination of this Agreement, 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
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.
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
Property.
CITY OF WATERLOO, IOWA CLUB CAR WASH WATERLOO, LLC
By: By: t
Quentin M. Hart, Mayor
Title: 0 La
Attest:
K Iley Felchie, 'ty Clerk
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
On this ` day of }.yam\ , before me, a Notary Public in and
for the State of Iowa, personally appea 'ed 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
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.
IJj
NANCY HIOBY
COMMISSiON NO.78822 Nota Publ
Ukt 500r2STATE OF )
) ss.
COUNTY )
Acknowledged before me on 110,1 t 2UZ t by C20(a-p-r:› S
as CEO of Club Car Wash Waterloo, LLC.
Notary 'ublic
RICHARD BERLINER
Notary Public-Notary Seat
Lincoln County-State of Missouri
Commission Number 12623158
My Commission Expires Aug 20,2024
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 One Million One
Hundred Thousand Dollars ($1,100,000.00) in the aggregate, until termination of the
Minimum Assessment Agreement pursuant to the terms thereof.
As sor for Ellack Hawk County, Iowa
-Z-z_
Date
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK
Subscribed and sworn to before me on Caw_'—t� ' S 4'
2
2-
, by T.J.
Koenigsfeld, Assessor for Black Hawk County, Iowa.
frA* I8I
-w,►. APRIL 11,2024 Notary Public
Prepared by Christopher S.Wendland P.O. Box 596,Waterloo IA 50703. 319-234-5701
DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement') is entered into as of
MGLt 3 2-t-,---k by and between Club Car Wash Waterloo, LLC, a Delaware
limited liability company (the "Company"), and the City of Waterloo, Iowa, a municipal
corporation organized and existing under the laws of Iowa (the "City").
RECITALS
A. In furtherance of the objectives of Chapter 403 of the Code of Iowa, 2015,
as amended (the "Urban Renewal Act'), City is engaged in carrying out
urban renewal project activities in an area known as the Crossroads
Waterloo Urban Renewal and Redevelopment Area ("Urban Renewal
Area").
B. Company is willing and able to finance and undertake construction of a
new commercial building 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. City believes
that the development of the Property (defined below) is in the vital and
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.
D. Twenty percent of the rebate set forth herein is provided to cover the costs
of relocation of any water lines on the Property required by the City.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties agree as follows:
1. Development Property. Company is purchasing from a third party
certain real property located at the northeast intersection of Hammond Avenue and San
Marnan Drive, described on Exhibit "A" attached hereto (the "Property"). Company will
undertake the Project (defined below) upon the Property.
2. Improvements by Company; Schedule. Company shall construct a
building of no less than 5,500 square feet for operation of a car wash and related
landscaping, paving, signage and parking improvements (collectively, the
"Improvements"). Company agrees that the Improvements shall be constructed in
accordance with the terms of this Agreement, the urban renewal plan, and all applicable
City, state, and federal building codes and shall comply with all applicable City
ordinances and other applicable law. Company will use commercially reasonable
efforts to obtain, or cause to be obtained, in a timely manner, all required permits,
licenses and approvals, and will meet, in a timely manner, all requirements of all
applicable local, state, and federal laws and regulations which must be obtained or met
before the Improvements may be lawfully constructed. The Property, the
Improvements, and all development-related work to make the Property usable for
Company's purposes as contemplated by this Agreement are collectively referred to as
the "Project". Company shall commence Improvements within four (4) months after the
date of this Agreement, and the Project shall be Substantially Completed by December
31, 2021 (the "Completion Deadline"). 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
3. City Activities in Aid of Project.
A. Rebates. City shall provide property tax rebates as further set forth
in Section 5 below.
4. Minimum Assessment Agreement. Company acknowledges and
agrees that it will pay when due all taxes and assessments, general or special, and all
other charges whatsoever levied upon or assessed or placed against the Property.
Company further agrees that prior to the date set forth in Section 2 of the Minimum
Assessment Agreement (the "MAA") attached hereto as Exhibit "B", it will not seek or
cause a reduction in the taxable valuation for the Property as improved pursuant to this
Agreement, which shall be fixed for assessment purposes, below the amount of
$1,100,000.00 (the "Minimum Actual Value"), through:
(i) willful destruction of the Property, 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.
2
Company agrees to execute and deliver the MAA concurrently with execution and
delivery of this Agreement.
5. Property Tax Rebates. Provided that Company has completed the
Improvements as set forth herein and has executed and delivered the MAA as set forth
in Section 4, and subject to annual appropriation by the city council, the City agrees to
rebate property taxes (with the exceptions noted below) as follows:
70% rebate for Year One,
for any taxable value over the January 1, 2020 value. Rebates are payable in respect
of a given year only to the extent that Company has actually paid general property taxes
due and owing for such year. To receive rebates for a given year, Company must
submit a completed rebate request to City on the form provided by or otherwise
satisfactory to City.
The taxable value of the Property as a result of the Improvements must be
increased by a minimum of 10% and must increase the annual tax by a minimum of
$500. This rebate program is not applicable to any special assessment levy, debt
service levy, or any other levy that is exempted from treatment as tax increment
financing under the provisions of applicable law. The first year in which a rebate may
be given ("Year One") shall be the first full year for which the assessment is based upon
the completed value of the Improvements and not a prior year for which the assessment
is based solely upon (x) the value of the Property or (y) the value of the Property and a
partial value of the Improvements due to partial completion of the Improvements or a
partial tax year.
6. 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. 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, when
reasonably requested by the City, but not more than one time in any consecutive
30 day period, the Company shall make reports to City in such detail as required
to show the actual progress of Company with respect to construction of the
Improvements.
3
C. Company will reasonably cooperate 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. The Property will have a taxable value as set forth in the MAA, and
Company agrees that the minimum actual value of the Property and completed
Improvements as stated in the MAA 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.
E. Until termination of the MAA, 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 reasonably necessary repairs, replacements, renewals and additions.
F. 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.
G. Company agrees that, until termination of the MAA, 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.
Company agrees that prior to the date set forth in Section 2 of the MAA (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.
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
4
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. 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
delivery by the other parties hereto, is in full force and effect and, to the
Company's actual knowledge, 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.
5
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.
When this Agreement states a representation or warranty is made "to the
Company's actual knowledge" or similar words, the parties intend that the Company has
no duty to investigate and that the Company's knowledge means matters actually
known by the undersigned ("Company's Representative"), without imputation of
knowledge of any other person. In no event shall the Company's Representative be
personally liable to the Company or the city for any representation or warranty
contained herein.
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 subject to the notice and cure
period requirements of Section 13.A.
11. 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 or resulting from any defect in the Improvements, except to the
extent such loss, damage or injury arises from the negligence or misconduct of
the indemnified parties. 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 misconduct of any
person, other than any act of negligence or misconduct on the part of any such
indemnified party or its officers, employees or agents.
B. Except for any misrepresentation, any misconduct, or any unlawful
act of the indemnified parties, Company agrees to protect and defend the
6
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 (collectively, the "Claims") by any person or entity
whatsoever that arises or purportedly arises from (1) any violation by the
Company 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
condition of the Property and the construction, installation, ownership, and
operation of the Improvements to the extent such Claim arises from the acts or
omissions of the Company, or (3) any hazardous substance or environmental
contamination located in or on the Property, but only to the extent such liability
arises from the acts or omissions of the Company and has not been previously
transferred to and accepted by the City in writing.
C. The provisions of this Section shall survive the expiration or
termination of this Agreement.
12. Default. The following shall be "Events of Default' under this Agreement,
and the term "Event of Default' shall mean any one or more of the following events that
continues beyond any applicable cure periods:
A. Failure by Company to cause the construction of the Improvements
to be commenced and completed pursuant to the terms, conditions and
limitations of this Agreement, which failure continues for 30 days after written
notice of same, or if same cannot be reasonably cured in such 30-day period,
such reasonable period as is necessary if Company has commenced to cure and
thereafter diligently prosecutes such cure to completion and has notified City in
writing of its inability to effect a cure within 30 days, the measures being taken to
cure, and the time estimated to complete the cure;
B. Intentionally deleted;
C. Failure by Company to pay, before delinquency, all ad valorem
property taxes levied on or against the Property which failure continues for 30
days after written notice of same;
D. Failure by any party hereto to substantially observe or perform any
material covenant, condition, obligation or agreement on its part to be observed
or performed under this Agreement or the MAA, which failure continues for 30
days after written notice of same, or if same cannot be reasonably cured in such
30-day period, such reasonable period as is necessary if the party has
commenced to cure and thereafter diligently prosecutes such cure to completion
and has notified the other party in writing of its inability to effect a cure within 30
days, the measures being taken to cure, and the time estimated to complete the
cure;
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 the 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.
13. Remedies.
A. Default by Company. Whenever any Event of Default in respect of
Company occurs and is continuing, the City may terminate this Agreement and
recover any sums paid by City to Company before the date of termination.
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.
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
8
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.
14. 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.
15. 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.
16. 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 1213 Old 63 North, Suite 101, Columbia, Missouri
65201, Attn: Roland Bartels with copy to Quarles & Brady LLP, One Renaissance
Square, Two North Central Avenue, Phoenix, Arizona 85004, facsimile number
602-417-2947, Attn: Eric G. Wanner, Esq.
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.
17. 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.
9
18. 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.
19. 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.
20. 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.
21. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
22. 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.
23. 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.
24. Time of Essence. Time is of the essence of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized representatives as of the date first set forth above.
[signatures on next page]
10
CITY OF WATERLOO, IOWA CLUB CAR WASH WATERLOO, LLC
By: Ll t By:
Quentin M. Hart, Mayors
Title:
Attest: f
Kelley Felch , City Clerk
EXHIBIT "A"
Legal Description of Property
Parcel "M" of that certain Plat of Survey recorded August 20, 2020 in File No. 2021-
00003744, Official Records, Black Hawk County, Iowa and being described as follows:
That part of the SW 1/4, SW 1/4, Section 2, Township 88 North, Range 13 West of the
5th P.M., Waterloo, Black Hawk County, Iowa described as follows:
Commencing at the Southwest corner of said SW 1 /4; thence N00°22'32"E 428.57 feet
along the West line of said SW 1 /4; thence S89°37'28"E 33.00 feet to the East right-of-
way of Hammond Avenue and the Point of Beginning; thence S89°37'28"E 15.65 feet;
thence S66°51'00"E 257.55 feet; thence S41°13'27"E 63.24 feet to the Northwesterly
right-of-way of East San Marnan Drive; thence S48046'33"W 63.45 feet along said
Northwesterly right-of-way; thence along said Northwesterly right-of-way, Southwesterly
180.87 feet along a 328.10 foot radius curve, concave Northwesterly, said curve having
a long chord of 178.59 feet that bears S64°34'06"W; thence S80°24'11"W 50.81 feet
along said Northwesterly right-of-way to the East right-of-way of Hammond Avenue;
thence N49°51'00"W 25.80 feet along said East right-of-way; thence N00022'32"E
227.93 feet along said East right-of-way; thence N81°22'23"W 17.18 feet along said
East right-of-way; thence N00°22'32"E 28.76 feet along said East right-of-way to the
Point of Beginning, containing 1.112 acres.
EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as of
by and among the CITY OF WATERLOO, IOWA, a
municipA I corporation organized and existing under the laws of Iowa ("City'), CLUB
CAR WASH WATERLOO, LLC, a Delaware limited liability company ("Company"), and
the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor").
WITNESSETH:
WHEREAS, on or before the date hereof the City and Company have entered
into a development agreement (the "Development Agreement") regarding certain real
property, described in Exhibit "A" thereto, located in the City; and
WHEREAS, it is contemplated that pursuant to the Development Agreement, the
Company will undertake the development of an area ("Project') within the City and
within the Crossroads Waterloo Urban Renewal and Redevelopment Area; and
WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the
Company desire to establish a minimum actual value for the land and the building(s)
pursuant to this Agreement and applicable only to the Project, which shall be effective
upon substantial completion of the Project and from then until this Agreement is
terminated pursuant to the terms herein and which is intended to reflect the minimum
actual value of the land and buildings as to the Project only; and
WHEREAS, the City and the Assessor have reviewed the preliminary plans and
specifications for the improvements (the "Improvements") which the parties contemplate
will be erected as a part of the Project.
NOW, THEREFORE, the parties hereto, in consideration of the promises,
covenants, and agreements made by each other, do hereby agree as follows:
1. Upon Substantial Completion as defined in the Development Agreement)
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 $1,100,000 ("Minimum Actual
Value") until termination of this Agreement. The parties agree for purposes of this
Agreement that construction of the Improvements will be substantially completed on or
before the Completion Deadline stated in the Development Agreement. If it is not
completed within the same calendar year as the Completion Deadline, 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,
2026. 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. Prior to termination of this Agreement, 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
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.
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
Property.
CITY OF WATERLOO, IOWA CLUB CAR WASH WATERLOO, LLC
By: l By:
Quentin M. Hart, Mayor
Title: 0 `Ga
Attest: VAJAA�
K Iley Felchle, "ty lerk
2
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
On this �r� day of s oZA before me, a Notary Public in and
for the State of Iowa, personally appe red 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
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.
"w'• e NANCY IiIGBY
COMMISSION N0.788229
+ " MY Mm SI N EXPIRES NotPUbI
OWP
STATE OF
) ss.
J�
- COUNTY )
Acknowledged before me on kpi l 11,?-U7,l by
as EID of Club Car Wash Waterloo, LLC.
Notaryublic _._
RICHARD BERLINER
Notary Public-Notary Seat
Lincoln county-state of Missouri"
commission Number 12623156
My commission Expires Aug 20,2024
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 One Million One
Hundred Thousand Dollars ($1,100,000.00) in the aggregate, until termination of the
Minimum Assessment Agreement pursuant to the terms thereof.
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