HomeMy WebLinkAboutKoelker Properties LLC-5/20/2013Preparer
Information: Noel Anderson
715 Mulberry Street Waterloo, IA 50703 319.291.4366
Individual's Name Street Address City
Phone
DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is entered into as of
, 2013, by and between Koelker Properties 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 building and
related improvements (the "Improvements") on property located in the
Airport Area urban renewal area.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties agree as follows:
1. Purchase of Property. Company is purchasing the real property
described on Exhibit "A" attached hereto (the "Property"), located as Lot 3 in South Port
2nd Addition on Geraldine Road. Company shall take all steps necessary or advisable
to complete the purchase of the Property and to obtain marketable title thereto as
promptly as possible.
2. Improvements by Company. Company shall construct a new 10,400 sq.
ft. industrial building, and related parking and landscaping (the "Improvements"), all of
which shall be located on the Property. The Improvements shall be constructed in
accordance with all applicable City, state, and federal building codes and shall comply
with all applicable City ordinances and other applicable law. It is contemplated that the
Improvements will have a total project cost of approximately $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. The parties agree that Developer's
commitment to undertake the Project and to construct the Improvements in a timely
manner constitutes a material inducement for the City to enter this Agreement, and that
without said commitment City would not have done so. Developer must substantially
complete construction of the Improvements by December 31, 2013. If Developer has
not obtained a building permit and begun in good faith the construction of the
Improvements upon the Property within 4 months of the approval of this Agreement,
this Agreement may be cancelled at the sole option of City. If construction has not
begun within 4 months of the approval of this Agreement, but the development of the
Project is still imminent, the City Council may, but shall not be required to, grant an
extension of time for the construction of the Improvements. If construction has
commenced within 4 months of the approval of this Agreement, 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 Developer, the requirement that
construction is to be substantially completed by December 31, 2013 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 this Agreement
shall be cancelled at the sole option of City. If construction is not substantially
completed by December 31, 2013, then the parties agree to execute an amendment to
this Agreement and to the Minimum Assessment Agreement to extend the date
specified in Section 4 below and the dates specified in corresponding provisions of the
Minimum Assessment Agreement.
4. 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 amount of $352,000.00 ("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 and deliver to City the agreement attached as Exhibit "B"
concurrently with execution and delivery of this Agreement.
5. Property Tax Rebates. Provided that Developer has completed the
Improvements as set forth in Sections 1 and 2 and has executed the Minimum
Assessment Agreement as set forth in Section 4, the City agrees to rebate property
taxes (with the exceptions noted below) as follows:
a. Year One - 78% rebate
b. Year Two - 78% rebate
c. Year Three - 78% rebate
d. Year Four - 78% rebate
e. Year Five - 78% rebate
f. Year Six - 78% rebate
g. Year Seven 75% rebate
for any taxable value over the January 1 2012 taxable value. Rebates are payable in
respect of a given year only to the extent that Developer has actually paid general
property taxes due and owing for such year. Rebates are to be paid to Developer
within 30 days of any tax payment made by Developer.
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 $500.00. 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 the value of the land or upon the value of the land and a partial value of the
Improvements, due to partial completion of the Improvements or a partial tax year.
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.
8. 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 Koelker Properties LLC,
, Iowa, facsimile
number , Attn: Ron Koelker.
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.
9. 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.
10. Severability. Each provision, section, sentence, clause, phrase, and
word of this Agreement is intended to be severable. If any portion of this Agreement
shall be deemed invalid or unenforceable, whether in whole or in part, the offending
provision or part thereof shall be deemed severed from this Agreement and the
remaining provisions of this Agreement shall not be affected thereby and shall continue
in full force and effect. If, for any reason, a court finds that any portion of this
Agreement is invalid or unenforceable as written, but that by limiting such provision or
portion thereof it would become valid and enforceable, then such provision or portion
thereof shall be deemed to be written, and shall be construed and enforced, as so
limited.
11. 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.
12. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, legal representatives,
and future owners of the Property.
13. 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.
14. 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.
15. Time of Essence. Time is of the essence of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Development
Agreement by their duly authorized representatives as of the date first set forth above.
CITY OF WATERLOO, IOWA Koelker Properties LLC
By: By:
Ernest G. Clark, Mayor Ron Koelker
Attest:
Suzy Schares, City Clerk
EXHIBIT "A"
Legal Description of Property to be Improved
Lot 3 of South Port 2nd Addition, City of Waterloo, Black Hawk County, Iowa
EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as of
, 2013, by and among the CITY OF WATERLOO, IOWA ("City"),
Koelker Properties LLC ("Company"), and the COUNTY ASSESSOR of the City of
Waterloo, Iowa ("Assessor").
WITNESSETH:
WHEREAS, on or before the date hereof the City and Company have entered
into a development agreement (the "Development Agreement") regarding certain real
property, described in Exhibit "A" thereto, located in the City; and
WHEREAS, it is contemplated that pursuant to the Development Agreement, the
Company will undertake the development of an area ("Project") within the City and
within the Logan Avenue urban renewal 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 of construction of the Improvements by the
Company, the minimum actual taxable value which shall be fixed for assessment
purposes for the land and Improvements to be constructed thereon by the Company as
a part of the Project shall not be less than $352,000.00 ("Minimum Actual Value") until
termination of this Agreement. The parties hereto agree that construction of the
Improvements will be substantially completed on or before December 31, 2013. If it is
not, then the parties agree to execute an amendment to this Agreement that will extend
the dates specified in Section 2 below.
1
2. The Minimum Actual Value herein established shall be of no further force
and effect, and this Minimum Assessment Agreement shall terminate, on December 31,
2027. Nothing herein shall be deemed to waive the Company's rights under Iowa Code
§ 403.6, as amended, to contest that portion of any actual value assignment made by
the Assessor in excess of the Minimum Actual Value established herein. In no event,
however, shall the Company seek or cause the reduction of the actual value assigned
below the Minimum Actual Value established herein during the term of this Agreement.
The City shall not unreasonably withhold its consent to permit the Company to contest
its taxable valuations in full, commencing with the assessment of January 1, 2028.
3. This Agreement shall be promptly recorded by the City with the Recorder
of Black Hawk County, Iowa. The City shall pay all costs of recording.
4. Neither the preambles nor provisions of this Agreement are intended to, or
shall be construed as, modifying the terms of the Development Agreement.
5. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the parties, including but not limited to future owners of the
Project property.
IN WITNESS WHEREOF, the parties have executed this Minimum Assessment
Agreement by their duly authorized representatives as of the date first set forth above
CITY OF WATERLOO, IOWA Koelker Properties LLC
By: By:
Ernest G. Clark, Mayor Ron Koelker
Attest:
Suzy Schares, City Clerk
2
STATE OF IOWA
) ss.
COUNTY OF BLACK HAWK )
On this day of , 2013, before me, a Notary
Public in and for the State of Iowa, personally appeared Ernest G. Clark and Suzy
Schares, to me personally known, who being duly sworn, did say that they are the
Mayor and City Clerk, respectively, of the City of Waterloo, Iowa, a municipal
corporation, created and existing under the laws of the State. of Iowa, and that the seal
affixed to the foregoing instrument is the seal of said municipal corporation, and that
said instrument was signed and sealed on behalf of said municipal corporation by
authority and resolution of its City Council, and said Mayor and City Clerk
acknowledged said instrument to be the free act and deed of said municipal corporation
by it and by them voluntarily executed.
Notary Public
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK
Acknowledged before me on , 2013 by Ron Koelker, for
Koelker Properties LLC.
Notary Public
3
CERTIFICATION OF ASSESSOR
The undersigned, having reviewed the plans and specifications for the
improvements to be constructed and the market value assigned to the land upon which
the improvements are to be constructed for the development, and being of the opinion
that the minimum market value contained in the foregoing Minimum Assessment
Agreement appears reasonable, hereby certifies as follows: The undersigned
Assessor, being legally responsible for the assessment of the property subject to the
development, upon completion of improvements to be made on it and in accordance
with the Minimum Assessment Agreement, certifies that the actual value assigned to
such land, building and equipment upon completion of the development shall not be
less than Three Hundred Fifty Two Thousand Dollars ($352,000.00) in the aggregate,
until termination of this Minimum Assessment Agreement pursuant to the terms hereof.
Assessor for Black Hawk County, Iowa
Date
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on , 2013 by Tami
McFarland, Assessor for Black Hawk County, Iowa.
Notary Public
4
Wednesday, May 15, 2013 10:26 AM
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