HomeMy WebLinkAboutTNT Investments-8/22/2011Preparer
wormer= Chris Wendland. PO Box 596, Waterloo. Iowa 50704,
(319) 234.5701
Ir�d�vidual's Name Street Address City
Phone
SPACE ABOVE THIS UNE
FOR RECORDER
DEVELOPMENT AGREEMENT
This Development Agreement is entered into as of AN 5k , 2011, by
and between TNT Investments (the "Company") and the City bif 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 Rath Tax Increment
Finance District.
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 31, 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. If the Property is not already owned
by the City, City's duty to convey is expressly made subject to occurrence of a closing
on the City's acquisition of the Property.
2. Improvements by Company. Company shall construct two industrial
storage buildings consisting of approximately 3,300 square feet each (for a total square
footage of 6,600 sq. ft.) and related parking (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 no less than $150,000.00. 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 Company's
commitment to undertake the Project and to construct the Improvements in a timely
mariner 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 December 31, 2012. If, after the expiration of four (4) months from the
date of the executed deed, Company has not begun in good faith the construction of
the Improvements upon the Property, the title to the Property shall revert to the City. If
construction has not begun at the end 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 by December
31, 2012 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 the title to the Property shall revert to the City after the end of said period.
In the event of any reversion of title, Company agrees that it shall, at its
own expense, promptly execute all documents, including but not limited to a special
warranty deed, 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, or Company's ownership of the
Property. 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.
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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. 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 aggregate amount of
$190,000 ("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 the agreement attached as Exhibit "B" at closing.
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
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to be delivered to City hereunder is and shall be authorized to do so on behalf of
Company.
8. Abstracting. No Tess 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.
9. Notices. Any notice under this Agreement shall be in writing and shall be
delivered in person, by ovemight 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 TNT Investments, 1005 Creston Avenue,
Waterloo, Iowa 50707, Attention: Ted Barker.
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 ovemight 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.
10. 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.
11. 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.
12. 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
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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.
13. 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.
14. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
15. 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.
16. 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.
17. 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.
Emest G. Clark, Mayor
Attest:
Suzy Schares, City Clerk
5
TNT INVESTMENTS
By: - m 1
Teddy Ray Barker
By: Iw%
Teffatiey Dawn Barker
panoJdwJ aq of Apadowd Jo uoi;duosac 10507
.V„ 1I8IHX3
Parcel "J" of the Southeast Quarter of Section 25, Township 89 North, Range 12 West
of the 5th Principle Meridian, in the City of Waterloo, Black Hawk County, Iowa.
and
The northwesterly 42.28 feet in even width as measured along the northerly right-of-
way
ightof-
way line of Black Hawk Street of Parcel "I" of the Southeast Quarter of Section 25,
Township 89 North, Range 12 West of the 5th Principle Meridian, in the City of
Waterloo, Black Hawk County, Iowa as shown on Plat of Survey Doc. #2011 17669.
EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement) is entered into as of
this day of 76 , 2011, by and among the CITY OF
WATERLOO, IOWA ("City"),TNT Investments ("Developer"), and the COUNTY
ASSESSOR of the City of Waterloo, Iowa ("Assessor").
WITNESSETH:
WHEREAS, on or before the date hereof the City and Developer 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
Developer will undertake the development of an area ("Project") within the City and
within the "Rath Tax Increment Finance District "; and
WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the
Developer 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
Developer, the minimum actual taxable value which shall be fixed for assessment
purposes for the land and Improvements to be constructed thereon by the Developer as
a part of the Project shall not be less than $190,000.00 ("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, 2012.
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,
2020. Nothing herein shall be deemed to waive the Developer'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 Developer 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
Developer to contest its taxable valuations in full, commencing with the assessment of
January 1, 2021.
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. It may not be modified or amended except by
the mutual written agreement of the parties.
ATTEST:
By. — a• ,
Suzy Schdlres, City Clerk
STATE OF IOWA
)
) ss.
COUNTY OF BLACK HAWK )
H! 1 ,f.
On this qday of --t f � i- 't f) , 2011, 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
CITY OF • TERLOO, IOWA
By:
Ernest G. Clark, Mayor
TNT INVESTMENTS
fe
By:
Teddy f . y Barker_,P
Y�
Teffan ``Dawn Barker
2
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.
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
*kbtti
Acknowledged before me on (. + �. . . - , 2011 by Teddy Ray Barker and
Teffaney Dawn Barker as owners of TNT nvestments.
Notary Public i
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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 Tess than One
Hundred Ninety Thousand Dollars ($190,000.00).
Assessor for Black Hawk County, Iowa
Date
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on , 2011, by
, Assessor for Black Hawk County, Iowa.
Notary Public