Loading...
HomeMy WebLinkAboutSunnyside South Addition, LLC-1/7/2013Jl'iA%iOL PROJECT DEVELOPMENT AGREEMENT �I3This Project Development Agreement (the "Agreement") is entered into as of 11, by and between Sunnyside South Addition, LLC ("Company"), and the City of Waterloo, Iowa, ("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 relocation of a portion of West San Marnan Drive between Ansborough Avenue and W. 4th Street in connection with development of lots for construction of single- family dwellings (the "Improvements") in the project area. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Property and Improvements by Company. Identified on Exhibit "A" hereto is a portion of the existing street right-of-way of West San Marnan Drive (the "Property") on which Company proposes to relocate the existing street generally in accordance with the preliminary design depicted on Exhibit "B" hereto. Following City's vacation of said street right-of-way and conveyance of same to Company, Company shall, at its own cost, remove the existing street, recycle the road materials or properly dispose of them offsite, and construct a new concrete street that meets applicable City and state standard specifications and criteria for a minor arterial street. At all times that the street is not open for general traffic, Company shall erect and maintain suitable signage as per the Manual on Uniform Traffic Control Devices. Construction of the new street shall be completed within ninety (90) days of conveyance, unless extended by mutual agreement of the parties. All of Company's activities in relation to construction of a new street as described herein for purposes of facilitating a residential subdivision development are referred to as the "Project." Company agrees to dedicate the new street and associated right of way to the City upon completion. 2. Covenants of City. a. City agrees to vacate the Property and to convey same to Company by special warranty deed for the price of $1.00. City shall cooperate with Company as to the actual timing of the conveyance. City shall have no duty to provide an abstract of title or other evidence of title, but Company may procure whatever evidence of title it desires at its own cost; provided, however, that City shall cooperate with any reasonable request by Company, and shall approve and execute such reasonable documents, as Company may request to obtain merchantable title, free and clear of all encumbrances arising by or through City except: (a) easements, conditions and restrictions of record which do not, in Company's opinion, interfere with Company's proposed use; (b) current and future real estate real property taxes and assessments subject to the agreements made herein; (c) general utility and right-of-way easements serving the Property; and (d) restrictions imposed by the City zoning ordinances or other applicable law. b. City agrees to cooperate with Company to develop a street design that integrates with a reconnection to the remainder of existing West San Marnan Drive at each end of the new street and that considers the likelihood of future construction of an extension of San Marnan Drive to the south in connection with future land development. Company shall have the right to select a name for the new street, subject to approval by the City. c. City agrees to provide reasonable assistance to Company in connection with any applications for rezoning of the Property or portions thereof for purposes consistent with the Project and the eventual development of the Property for residential subdivision. d. City agrees to provide reasonable assistance to Company and to cooperate, subject to the requirements of applicable law and current standards of good engineering practice, in approval of plans affecting drainage of surface waters and for location or relocation of utilities and infrastructure and approval of same as actually placed. 3. 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. 4. Representations and Warranties of Company. Company hereby represents and warrants as follows: a. It is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. b. It is duly organized, validly existing, and in good standing under the laws of the state of Iowa. 2 c. It 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 for it and all documents to be delivered to City hereunder is and shall be authorized to do so on its behalf. 5. 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. 6. 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 Community Planning and Development Director. (b) if to Company, to Sunnyside South Addition, LLC, P.O. Box 447, Hudson, Iowa 50643, Attention: Jeff Stickfort. Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid, or (iii) when transmitted by facsimile so long as the sender obtains written electronic confirmation from the sending facsimile machine that such transmission was successful. 7. 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 of parties to be bound or by its duly authorized representative, and specifying with particularity the extend 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. 8. Severability. Each provision, section, sentence, clause, phrase and word of this Agreement is intended to be severable. If any portion of this Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the offending provision or part thereof shall be deemed severed from this Agreement and the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any portion of this Agreement is invalid or unenforceable as written, but that by limiting such provision or portion thereof 3 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. 9. Captions. All captions, headings or titles in the paragraphs or sections of this Agreement are inserted only as a matter of convenience and or/or reference, and they shall in no way be construed as limited, extending, or describing either the scope or intent of this Agreement or of any provisions hereof. 10. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 11. 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. 12. Entire Agreement. This Agreement, together with the exhibits attached hereto, constitutes the entire agreement of the parties and supercedes all prior to contemporaneous negotiations, discussions, understandings, or agreements, whether oral or written, with respect to the subject matter hereof. 13. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Project Development Agreement as of the date first set forth above. CITY OF 1,I ATERLOO, IOWA SUNNYSIDE SOUTH ADDITION, LLC By: Ernest G. Clark, Mayor Attes Suzy Scha es, City Clerk 4 By: MAL Jeff Stickfort, Manager Exhibit "A" Description of Project Area A parcel of land located in the Southwest Quarter and the Southeast Quarter of Section 5, Township 88 North, Range 13 West of the 5th Principal Meridian; and in the Northwest Quarter and the Northeast Quarter of Section 8, Township 88 North, Range 13 West of the 5th Principal Meridian; all in Black Hawk County, Iowa, more particularly described as follows: Commencing at the Southwest corner of the Southwest Quarter of said Section 5; thence N 89°49'35" E 606.20 feet along the South line of said Southwest Quarter and the North right-of- way line of W. San Marnan Drive; thence N 87°38'39" E 654.24 feet along said North right-of- way line to the point of beginning; thence continuing along said right-of-way line N87°38'39" E 1393.71 feet to a point on the East line of said Southwest Quarter; thence N 87°27'11" E 1586.30 feet along said North right-of-way line; thence S 02°32'49" E 120.97 feet; thence Westerly 172.90 feet along a non-tanget 510.00 -foot radius curve, concave Northerly, (said curve having a 172.08 foot chord bearing S 77°44'26" W) to a point 70 feet normally distant North of the South right-of-way line of W. San Marnan Drive; thence S 87°27'11" W 477.10 feet along a line 70 feet North of and parallel with said South right-of-way line; thence S 88°40'09" W 942.74 feet along a line 70 feet North of and parallel with said South right-of-way line to a point on the West line of said Northeast Quarter of Section 8; thence S 87°38'39" W 1270.78 feet along a line 70 feet North of and parallel with said South right-of-way line; thence Westerly 121.32 feet along a 480.00 radius curve, concave Northerly (said curve having a chord of 121.00 feet and bearing N 85°06'54" W); thence N 02°32'49" W 114.75 feet to the point of beginning; containing 9.356 acres. Prepared for: Sunnyside South Addition L.L.C. EXHIBIT "B" Preliminary Site Plan See attached.