HomeMy WebLinkAboutCDoyle Properties, LLC-3/26/2012DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is made and entered into as of
A
4r ‘249, 907 ; -, by and between CDoyle Properties, L.L.C. (the "Company")
and the City of Waterloo, Iowa (the "City").
WHEREAS, City considers economic development within the City a benefit to the
community and is willing for the total good and welfare of the community to provide
financial incentives so as to encourage that goal, and
WHEREAS, Company has undertaken improvements on property located in the
Downtown Waterloo Urban Renewal and Redevelopment Plan Area.
NOW, THEREFORE, in consideration of the mutual promises exchanged herein,
Company and City agree as follows:
1. Improvements by Company. The parties confirm that Company has
undertaken significant improvements on real property described on Exhibit "A" hereto
(the "Property") that have resulted in an upgraded office facility (the "Improvements").
Company agrees to exercise good faith efforts, consistent with its own business plans
and needs, to maintain the Improvements in a good state of repair and usefulness.
2. 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 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 $206,260 ("Minimum Actual
Value"), through:
either;
(i) willful destruction of the Property, the Improvements, or any part of
(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 said attached Exhibit "A" at the closing.
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.
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4. 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.
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 delivery 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
City Planner.
(b) if to Company, to CDoyle Properties, L.L.C., P.O. Box 97, Cedar
Falls, Iowa, 50613.
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
delivery 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.
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 or parties to be bound or by its duly
authorized representative, 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.
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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 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 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.
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 Minimum
Assessment Agreement attached hereto as Exhibit "B" and all other exhibits hereto,
constitutes the entire agreement of the parties and supersedes all prior or
contemporaneous negotiations, discussions, understandings, or agreements, whether
oral or written, with respect to the subject matter hereof.
13. 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 written above.
CITY OF W • TERLOO, IOWA
By:
rnest G. Clark, ayor
Attest:
Suzy Scha es, City Clerk
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CDOYLE PROPERTIES, L.L.C.
Title:
EXHIBIT "A"
Description of the Property
See attached legal description of assessor parcel no. 8913-25-103-022.
EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
THIS MINIMUM ASSESSMENT AGREEMENT, is dated as of
AlkArcif\-- Alp i Irby and among the City of Waterloo, Iowa ("City"), CDoyle
Properties, L.L.V. ("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 "Agreement") regarding certain real property
located in the City and legally described on Exhibit "A" hereto (the "Property"); and
WHEREAS, pursuant to said Agreement the Company has undertaken the
development of an area ("Project") within the City and within the Downtown Renewal
and Redevelopment Plan area.
WHEREAS, pursuant to Iowa Code section 403.6, as amended, the City and the
Company desire to establish a minimum actual value for the land and improvements
constructed thereon pursuant to the Agreement and applicable only to the development,
effective until this Agreement is terminated pursuant to the terms herein and which is
intended to reflect the minimum actual value of the land and building as to the
development only; and
WHEREAS, the City and the Assessor have reviewed the plans and
specifications for the improvements erected as a part of the development;
NOW, THEREFORE, the parties to this Minimum Assessment Agreement, in
consideration of the promises, covenants and agreements made by each other, do
hereby agree as follows:
1. The minimum actual taxable value which shall be fixed for assessment
purposes for the land and improvements constructed on the Property by the Company
as a part of the Project shall not be less than $206,260 ("Minimum Actual Value") until
termination of this Agreement. The parties hereto agree that construction of the
improvements has been substantially completed on or before December 31, 2010 and
that the Minimum Actual Value reflects the assessment as of January 1, 2011.
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,
2016. 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 as
of January 1, 2017.
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.
City of W- -rloo, Iowa CDoyle Properties, L.L.C.
By.�
rnest G. Clark, Mayor
ares, City Clerk
STATE OF IOWA
) ss.
COUNTY OF BLACK HAWK
Title:
On 4 ioU , d 1 -- , 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.
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STATE OF IOWA
) ss.
COUNTY OF BLACK HAWK
Nota Public
Subscribed and sworn to before me on itv16 046 3 rota, by
(e, r!) , Lf ,L as OW (1 of CDoyle
Properties,L.L.C.
Notary Public, State o wa
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s'Io+'04
CERTIFICATION OF ASSESSOR
The undersigned, having reviewed the plans and specifications for the
improvements constructed and the market value assigned to the land upon which the
improvements have been 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 Two Hundred
Six Thousand Two Hundred Sixty and 00/100 ($206,260.00) 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 , by
, Assessor for Black Hawk County, Iowa.
Notary Public