HomeMy WebLinkAboutEagles Wings 2 LLC-5/27/2014Mayor
BUCK
CLARK
COUNCIL
MEMBERS
DAVID
JONES
Ward 1
CAROLYN
COLE
Ward 2
CITY OF WATERLOO, IOWA
COMMUNITY PLANNING AND DEVELOPMENT
715 Mulberry Street • Waterloo, Iowa 50703-5783 • (319) 291-4366 Fax (319) 291-4262
NOEL C. ANDERSON, Community Planning & Development Director
Council Communication
City Council Meeting: May 9Z., 2014
Prepared: May 7, 2014
Dept. Head Signature:
# of Attachments:
SUBJECT: Request to set the date of public hearing as May 27, 2013 for a
Development Agreement between the City of Waterloo and Eagles Wings 2, LLC
for the construction of a 10,000 SF industrial building east of 2366 Newell Street,
and authorize the sale and conveyance of Lot 4 of the Northeast Industrial Park
Plat No. 1.
Submitted by: Noel Anderson, Community Planning & Development Director
PATRICK Recommended City Council Action: Approval
MORRISEY
Ward 3 Summary Statement: Transmitted herewith is a request to set the date of public
hearing as May 27 for a Development Agreement between the City of Waterloo
QUENTIN and Eagles Wings 2, LLC for the construction of a 10,000 SF industrial building,
HART
Ward 4 and authorize the City Council to sell and convey the lot in question through
approval of the development agreement. Construction of said 10,000 SF building
RON shall be completed on or before June 30, 2015.
WELPER
Ward 5
TOM
LIND
At -Large
STEVE
SCHMITT
At -Large
Within the attached Minimum Assessment Agreement, the property will need to
maintain a minimum assessed value of $350,000.00 to be in compliance with the
agreement. There are no tax rebates being offered as a part of this project, and
taxes generated by the new building will begin going into the Northeast Industrial
Park TIF District.
Expenditure Required: None
Source of Funds: N/A
Policy Issue: Land Use, Economic Development
Alternative:
Background Information:
Legal Description: Lot 4, Northeast Industrial Park Plat No. 1
CITY WEBSITE: www.ci.waterloo.ia.us
WE'RE WORKING FOR YOU!
An Equal Opportunity/Affirmative Action Employer
Please return this copy to:
City perk & Finance Dept.
715 Mulberry St.
Waterloo, IA 50703
DEVELOPMENT AGREEMENT
This Development Agreement is entered into as of 0-7 , 2014, by and
between Eagles Wings 2, L.L.C., an Iowa Limited Liability Com any (the "Company"),
and the City of Waterloo, Iowa (the "City").
RECITALS
A. City considers economic development within the City a benefit to the
community and is willing for the overall good and welfare of the
community to provide financial incentives so as to encourage that goal.
B. Company is willing and able to finance and construct a building and
related improvements on property located in the Northeast Industrial Park.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties agree as follows:
1. Sale of Property. On or before P-1 , 2014, City shall convey,
or cause to be conveyed, to Company the real property described in Exhibit "A" hereto
(the "Property") for the sum of $1.00 (the "Purchase Price"). Conveyance shall be by
special warranty deed, free and clear of all encumbrances arising by or through City
except: (a) easements, conditions and restrictions of record which do not, in Company's
opinion, interfere with Company's proposed use; (b) current and future real estate real
property taxes and assessments subject to the agreements made herein; (c) general
utility and right-of-way easements serving the Property; and (d) restrictions imposed by
the City zoning ordinances, other applicable law, and the Deed of Dedication for
Northeast Industrial Park Plat. It is acknowledged that neither the City nor the
Company has conducted a Phase I or other environmental study of the Property, which
was formerly an acreage and cropland which are believed to caused minimal
environmental impact. Therefore it is agreed that if, within twelve (12) months of
conveyance, it is determined that there was a violation of environmental law or
regulation at the time of conveyance which is not of the making of the Company or its
successors, then the City will bear the costs of remediation or cleanup and indemnify
and hold the Company harmless from such costs, within a scope of remediation
consistent with hazards reasonably possible in Tight of the Property's former use as an
acreage and cropland. If remediation is necessary for conditions outside such scope,
the parties agree to negotiate in good faith regarding allocation of costs.
2. Improvements by Company. Company shall construct a building
consisting of approximately 10,000 square feet, and related landscaping, sidewalks,
signage and parking improvements (collectively, the "Improvements"). The
Improvements shall be constructed in accordance with all applicable City, state and
federal building codes and the Deed of Dedication for the Northeast Industrial Park Plat
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and shall comply with all applicable City ordinances and other applicable law. It is
contemplated that the value added by the Improvements will, upon completion, result in
an assessed value of no less than $350,000.00. The Property, the Improvements, and
all site preparation and development -related work to make the Property usable for
Company's purposes as contemplated by this Agreement are collectively referred to as
the "Project".
3. Timeliness of Construction; Possibility of Reverter. The parties agree
that Company's commitment to undertake the Project and to construct the
Improvements in a timely manner constitutes a material inducement for the City to
extend the development incentives provided for in this Agreement, including but not
limited to its commitment to convey the Property to Company, and that without said
commitment City would not have done so. Company must obtain a building permit and
begin construction no later than four (4) months after the date of this Agreement (the
"Project Start Date"), and construction of Improvements on the Property shall be
completed by June 30, 2015 (the "Project Completion Date"). If, by the Project Start
Date, Company has not begun in good faith to begin construction of the Improvements
upon the Property, then title to the Property shall revert to the City. If construction has
not begun by the Project Start Date, but the development of the Project is still imminent,
the City Council may, but shall not be required to, consent to an extension of time for
the construction of the Improvements, and if an extension is granted but construction of
the Improvements has not begun within such extended period, then the title to the
Property shall revert to the City after the end of said extended period. If development
has commenced by the Project Start Date or within any extended period and is stopped
and/or delayed as a result of an act of God, war, civil disturbance, court order, labor
dispute, fire, or other cause beyond the reasonable control of Company, the
requirement that construction is to be completed by the Project Completion Date shall
be tolled for a period of time equal to the period of such stoppage or delay, and
thereafter if construction is not completed within the allowed period of extension the title
to the Property shall revert to the City after the end of said period.
In the event of any reverter of title, Company agrees that it shall, at its
own expense, promptly execute all documents, including but not limited to a special
warranty deed, or take such other actions as the City may reasonably request to
effectuate said reverter of title. Company shall pay in full, so as to discharge or satisfy,
all liens, claims, charges, and encumbrances on or against the Property. Company
further agrees that it shall indemnify and hold harmless the City with respect to any
demand, claim, cause of action, damage, or injury made, suffered, or incurred as a
result of or in connection with the Project, or Company's failure to carry on or complete
same, or Company's ownership of the Property. If the City files suit to enforce the
terms of this Section 3 and prevails in such suit, then the Company shall be liable for all
of the City's legal expenses, including but not limited to reasonable attorneys' fees.
4. Water and Sewer. City will provide water and sewer infrastructure to the
Property line, and Company will be responsible for extending water and sewer service
to any location on the Property that it desires and for payment of any associated
connection fees.
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5. 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
Property. Company further agrees that, prior to the date set forth in Section 2 of
Exhibit "B", it will not seek or cause a reduction in the taxable valuation for the Property,
which shall be fixed for assessment purposes, below the aggregate amount of
$350,000.00 ("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 sign the agreement attached as Exhibit "B" at closing.
6. 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.
7. Representations and Warranties of Company. Company hereby
represents and warrants as follows:
A. Company is not prohibited from consummating the transaction
contemplated in this Agreement by any law, regulation, agreement, instrument,
restriction, order or judgment.
B. Company is duly organized, validly existing, and in good standing
under the laws of the state of its organization and is duly qualified and in good
standing under the laws of the State of Iowa.
C. Company has full right, title, and authority to execute and perform
this Agreement and to consummate all of the transactions contemplated herein,
and each person who executes and delivers this Agreement and all documents
to be delivered to City hereunder is and shall be authorized to do so on behalf of
Company.
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8. Abstracting. No less than fourteen (14) days prior to the
anticipated date of conveyance, City shall, at its own expense, deliver to Company an
updated abstract of title, or in lieu thereof 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.
9. 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, to Eagles Wings 2, LLC, 736 Ansborough Ave.,
Waterloo, Iowa 50701, Attention: Timothy J. Hams.
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 ovemight
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.
10. 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.
11. 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.
12. Severability. Each provision, section, sentence, clause, phrase, and
word of this Agreement is intended to be severable. If any portion of this Agreement
shall be deemed invalid or unenforceable, whether in whole or in part, the offending
provision or part thereof shall be deemed severed from this Agreement and the
remaining provisions of this Agreement shall not be affected thereby and shall continue
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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.
13. 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.
14. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
15. 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.
16. Entire Agreement. This Agreement, together with the Minimum
Assessment Agreement attached hereto as Exhibit "B°, 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.
17. 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 officers as of the date first set forth above.
CITY OF WATERLOO, IOWA
By: (, ,
Emest G. Clark, Mayor
Attesa,fi, Ll G7
SuzyS
hares, City Clerk
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EAGLES WINGS 2, L.L.C.
By:
Brian Jrris, Manager
EXHIBIT "A"
Legal Description of Property
Lot 4 in Northeast Industrial Park Plat No. 1, Waterloo, Black Hawk County, Iowa.
EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
Thi inimum Assessment Agreement (the "Agreement") is entered into as of
this 2 Tr day of , 2014, by and among the CITY OF
WATERLOO, IOWA ("City"), E gles Wings 2, L.L.C., an Iowa limited liability company
("Developer"), and the COUNTY ASSESSOR of the City of Waterloo, Iowa
("Assessor").
WITNESSETH:
WHEREAS, on or before the date hereof the City and Developer 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
Developer will undertake the development of an area ("Project") within the City and
within the "Northeast Industrial Park Plan"; and
WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the
Developer 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
Developer, the minimum actual taxable value which shall be fixed for assessment
purposes for the land and Improvements to be constructed thereon by the Developer as
a part of the Project shall not be less than $350,000.00 ("Minimum Actual Value") until
termination of this Agreement. The parties hereto agree that construction of the
Improvements will be substantially completed on or before June 30, 2015.
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,
2020. Nothing herein shall be deemed to waive the Developer's rights under Iowa
Code § 403.6, as amended, to contest that portion of any actual value assignment
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made by the Assessor in excess of the Minimum Actual Value established herein. In no
event,--however;-shat) ie_Developer seek or cause the reduction of the actual value
assigned below the Minimum Actual Value established herein during the term of this
Agreement.
The City shall not unreasonably withhold its consent to permit the
Developer to contest its taxable valuations in full, commencing with the assessment of
January 1, 2021.
3. This Agreement shall be promptly recorded by the City with the Recorder
of Black Hawk County, Iowa. The City shall pay all costs of recording.
4. Neither the preambles nor provisions of this Agreement are intended to, or
shall be construed as, modifying the terms of the Development Agreement.
5. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the parties.
ATTEST:
By:
Suzy Sch res, City Clerk
CITY OF W • TERLOO, IOWA
By.
Emest G. Clark, Mayor
EAGLES WINGS 2, L.L.C.
By:
Brian J..Harris, Manager
STATE OF IOWA
) ss.
COUNTY OF BLACK HAWK )
On this a / day of UU`e- , 2014, before me, a Notary
Public in and for the State of Iowa, personally appeared Emest G. Clark and Suzy
Schares, to me personally known, who being duly swom, 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
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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.
DeAnne Kobliska
COMMISSION NO. 783995
MY COMMISSION EXPIRES
STATE OF IOWA
) ss.
COUNTY OF BLACK HAWK )
Notary Public
Acknowledged before me on /17fcAyy 7 , 2014 by Brian J. Harris as
Manager of Eagles Wings 2, L.L.C., an Iowa Limited Liability Company.
?A AL
IOWA
ROBERT W. BRAUN
COMMISSION NO. 2744
MY COMM/SWN EXPIRES
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Notary Public
CERTIFICATION OF ASSESSOR
The undersigned, having reviewed the plans and specifications for the improvements to
be constructed and the market value assigned to the land upon which the
improvements are to be constructed for the development, and being of the opinion that
the minimum market value contained in the foregoing Minimum Assessment Agreement
appears reasonable, hereby certifies as follows: The undersigned Assessor, being
legally responsible for the assessment of the property subject to the development, upon
completion of improvements to be made on it and in accordance with the Minimum
Assessment Agreement, certifies that the actual value assigned to such land, building
and equipment upon completion of the development shall not be Tess than Three
Hundred Fifty Thousand Dollars ($350,000.00).
Assessor for Black Hawk County, Iowa
Date
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Subscribed and swom to before me on , 2014, by T.J.
Koenigsfeld as Assessor for Black Hawk County, Iowa.
Notary Public
I:\Business2\Eagles Wings 2 LLC\city dev agr\Eagles Wings agt FINAL 5-5-14.doc
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