HomeMy WebLinkAboutBlack Hawk Contracting & Development Inc-9/6/2011Prewar
Chris Woodland PO Box 598 Waterioo,_lowa 50704 (319) 234.5701
Nems Address City Phone
SPACE ABOVE THIS UNE
FOR RECORDER
DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement°) is entered into as of
L,LU (101-p fA 2011, by and between Black Hawk Contracting & Development,
Inc. ('he "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 City of Waterloo.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties agree as follows:
1. Sale of Property. On or before October 1, 2011, 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.
DEVELOPMENT AGREEMENT
Page 2
2. Improvements by Company. Company shall construct fourteen new
single-family homes, as depicted on Exhibit "6" by the enclosed attachments and
approved by the City of Waterloo Planning, Programming, and Zoning Commission, 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 $1.6 to $2.1 million. 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 Company's
commitment to undertake the Project and to construct the Improvements in a timely
manner constitutes a material inducement for the City to convey the Property, or to
cause the Property to be conveyed, to Company and that without said commitment City
would not done so. Company must obtain a building permit and begin construction
within four (4) months from the date the Property is deeded to it, and construction shall
be completed by the date set by the State of Iowa Round Two Construction Program for
for ten of the fourteen units. The remaining four units shall be constructed within 12
months following that first date set for the initial ten units. If, after the expiration of four
(4) months from the date of the executed deed, Company has not, good faith, begun
the construction of the Improvements upon the Property, the title to the Property shall
revert to the City; provided, however, that if construction has not begun at the end of
said four-month period, 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 within the four-month period or 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 within the State of Iowa date for Round Two shall be
extended to whatever new date the State of Iowa puts on that extension, if any, 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. The time period for
the remaining four units shall follow twelve months after whatever date is set for the
initial ten units.
In the event of any reversion of title, Company agrees that it shall, at its
own expense, promptly execute all documents or take such other actions as the City
may reasonably request to effectuate said reversion, and 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. 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.
DEVELOPMENT AGREEMENT
Page 3
4. Water and Sewer. Company will be responsible for extending water and
sewer service to any location on the Property and for payment of any associated
connection fees.
5. 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.
6. Representations and Warranties of Company. Company hereby
represents and warrants as follows:
A. Company is not prohibited from consummating the transaction
contemplatedin 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.
7. 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.
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:
DEVELOPMENT AGREEMENT
Page 4
(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 Black Hawk Contracting and Development, Inc.
Box 295, Waterloo, Iowa 50704, facsimile number , Attention:
John Rooff.
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.
11. 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.
12. 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.
13. 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.
14. 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.
DEVELOPMENT AGREEMENT
Page 5
15. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
16. 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.
17. 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.
18. Time of Essence. Time is of the essence of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Development
Agreement as of the date first set forth above.
[signatures on next page]
DEVELOPMENT AGREEMENT
Page 6
CITY OF WATERLOO, IOWA BLACK HAWK CONTRACTING &
DEVELOPMENT
By:
Ernest G. Clark, Mayor
Attest:
Suzy Sch res, City Clerk
By:
John Rooff
EXHIBIT "A"
Legal description
Background Information:
Legal Description: Lots 1 thru. 10, inclusive, Lots 16 thru 20, inclusive, the alley from
the East line of said Lot 4 and 17 West to Burton Avenue in Block 14 and the West 35 feet
of that part of the alley running East and West through Block 14, which lies between said
Lots 5 and 16, all in Block 14 in Second Addition to Grand View Place, City of Waterloo,
Black Hawk County, lowa
NA: to
cc: Aric Schroeder, City Planner
Eric Thorson, City Engineer
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