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HomeMy WebLinkAboutWaterloo Development Corporation-4/9/2012AMENDMENT TO DEVELOPMENT AGREEMENT This Amendment to Development Agreement (the "Agreement") is entered into as of April 2012, by and between the City of Waterloo, Iowa ("City"), and Waterloo Development Corporation ("WDC"). WHEREAS, City and WDC are parties to a certain Development and Property Transfer Agreement dated December 19, 2011 (the "Development Agreement") providing for WDC's acquisition and development of the real property described therein (the "Property"); and WHEREAS, the Development Agreement contemplates a closing and transfer of the Property to WDC on or before June 1, 2012, after completion of site clearance activities and review and resolution of any title issues, but WDC now desires access to available portions of the Property before closing to begin its site development activities. NOW, THEREFORE, in consideration of the pending transfer of the Property to WDC and the mutual promises exchanged herein, the parties agree as follows: 1. The first sentence of Section 5.3 of the Development Agreement is hereby deleted. 2. In addition to the pre-closing inspection and testing rights granted to WDC under Section 3.5 of the Development Agreement, City hereby grants to WDC the right to enter upon that portion of the Property that is described on Exhibit "A" attached hereto (the "City Parcels"), for purposes of beginning site development activities as contemplated by the Development Agreement. All such activities undertaken by WDC shall be at its sole cost and expense. The right of early access granted by this Agreement shall extend from the date hereof until the Closing Date established under Section 4.1 of the Development Agreement (the "Closing Date"). 3. WDC affirms and agrees that its entry upon the City Parcels and all activities undertaken by WDC or its agents thereon shall at all times be subject to, and WDC shall at all times comply with, all applicable terms, conditions and provisions of the Development Agreement, including but not limited to the insurance provisions set forth in Article XI thereof. 4. WDC agrees to be responsible for any and all liability of whatever nature or kind which may arise out of the activities of WDC, its employees, agents and contractors, upon or about the City Parcels before closing under the Development Agreement. WDC hereby agrees to release, indemnify and hold City, its officials, officers, employees and agents, harmless from and against any and all claims, demands, actions, causes of action, and liabilities whatsoever, including but not limited to reasonable attorneys' fees, of any type or nature, whether sounding in law or equity, in tort or contract, arising from or in connection with any and all pre-closing acts or omissions of WDC, its employees, agents and contractors, occurring upon or about the City Parcels prior to the Closing Date. The provisions of this section shall survive the termination of this Agreement and any termination of the Development Agreement. 5. The second sentence of Section 6.5 of the Development Agreement is hereby amended to provide that the period of effectiveness for the maintenance bond described therein shall be one year rather than two years. 6. In the event the conditions to closing set forth in Section 4.2 of the Development Agreement are not satisfied at the Closing Date, and the Property is not transferred to WDC, WDC shall remove all equipment, construction materials, and other property of WDC, or that of its agents or contractors, from the City Parcels, promptly upon written demand of City. 7. Except as set forth in this Agreement, all other provisions of the Development Agreement are hereby ratified, confirmed and approved, and shall remain in full force and effect. 8. This Agreement is the entire agreement of the parties concerning the subject matter hereof. It may not be modified or amended without the prior written consent of the parties. This Agreement may be executed in one or more counterparts, each of which, including signed counterparts transmitted by facsimile or other electronic means, shall be deemed an original and all of which together shall constitute one instrument. IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Development Agreement by their duly authorized representatives as of the date first set forth above. CITY OF v/' I'bRLOO, IOWA By: rnest G. Clark, Mayor ATTEST: Suzy Sch. - s, City Clerk 2 WATERLOO DEVELOPMENT CORPORATION By: Daniel B. Watters, President EXHIBIT "A" Legal Description of City Parcels All that part of Block Fourteen (14), including Twenty (20) foot alley, in the Original Plat, on the West Side of the Cedar River in the City of Waterloo, Black Hawk County, Iowa, EXCEPT That part of Twenty (20) foot alley in said Block Fourteen (14), lying Southeasterly of the Southwesterly extension of the Northwest line of the Southeast Forty (40) feet of Lot Three (3), said Block Fourteen (14), AND EXCEPT Lots One (1) and Two (2) and the Southeast Forty (40) feet of Lot (3), all in said Block Fourteen (14), AND EXCEPT Lots Nos. Nine (9) and Ten (10) except the Southwesterly Thirty (30) feet of said Lots, in Block No. Fourteen (14). AND That part of a parcel lying Southwest of Block Fourteen (14), the Original Plat, on the West Side of the Cedar River, in the City of Waterloo, Black Hawk County, Iowa, described as follows: Beginning at the most Southerly corner of aforesaid Block Fourteen (14); thence Southwest Thirty (30) feet along the Southwesterly extension of the Southeast line of said Block Fourteen (14); thence Northerly to the most westerly comer of said Block Fourteen (14); thence Southeasterly along aforesaid Southwest line of Block Fourteen (14) to the point of beginning. AND All of Lots Three (3), Four (4), and Five (5), and Twenty (20) foot alley abutting said Lots, all in Block Thirteen (13) in the Original Plat, on the West Side of the Cedar River, in the City of Waterloo, Black Hawk County, Iowa. AND The Northeasterly One Hundred Ten (110) feet of Lots Six (6), Seven (7), and Eight (8), all in Block Thirteen (13) in the Original Plat, on the West Side of the Cedar River, in the City of Waterloo, Black Hawk County, Iowa, EXCEPT those parts conveyed to the State of Iowa in 607 CLD 684, EXCEPT those parts conveyed to the City of Waterloo in 661 CLD 853, and EXCEPT the Southeasterly Ten (10) feet of said Lot Eight (8).