HomeMy WebLinkAboutBradley and Aubry Baldwin-11/7/2016c(Iry of-
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Prepared by Christopher S. Wendland. P.O. Box 596, Waterloo, IA 50704
Please return this copy to:
City Clerk & Finance Dept.
715 Mulberry St.
Waterloo, IA 50703
Phone (319) 234-5701
DEVELOPMENT AGREEMENT
This Development Agreement is entered into as of Nov- 9 , 2016, by
and between Bradley and Aubry Baldwin, husband and wife ("Developer") 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. Developer is willing and able to finance and construct a building and
related improvements on property located along Marnie Avenue in the
Martin Road Area Development Plan Area.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties agree as follows:
1. Sale of Property. On or before fr,olth 1 , 2011, City shall
convey, or cause to be conveyed, to Developer 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; (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, and
subdivision platting documents.
2. Improvements by Developer. Developer shall construct a building
consisting of approximately 5,000 square feet, and related landscaping, sidewalks,
signage and parking improvements (collectively, the "Improvements"). The
Improvements shall be constructed in accordance with all applicable City, state and
federal building codes and applicable subdivision restrictions and shall comply with all
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applicable City ordinances and other applicable law. It is contemplated that the value
added by the Improvements will, upon completion, result in an assessed value of no
less than $350,000.00. The Property, the Improvements, and all site preparation and
development -related work to make the Property usable for Developer's purposes as
contemplated by this Agreement are collectively referred to as the "Project".
3. Grant for Land Acquisition. The City shall make an economic
development grant (the "Grant") to the Company in the amount of $75,000.00 for the
purchase of the Property, to be paid on Company's behalf to the seller at the time of
closing on the transaction.
4. Timeliness of Construction; Possibility of Reverter. 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
extend the development incentives provided for in this Agreement, including but not
limited to its commitment to convey the Property to Developer, and that without said
commitment City would not have done so. Developer must obtain a building permit and
begin construction no later than six (6) months after the date of this Agreement (the
"Project Start Date"), and construction of Improvements on the Property shall be
completed within twelve (12) months after the date of this Agreement (the "Project
Completion Date"). If, by the Project Start Date, Developer has not begun in good faith
to begin construction of the Improvements upon the Property, then title to the Property
shall revert to the City. If construction has not begun by the Project Start Date, 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 by the Project Start
Date or within 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 Developer, the requirement that construction is to be completed
by the Project Completion Date 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 reverter of title, Developer 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 reverter of title. Developer shall pay in full, so as to discharge or satisfy,
all liens, claims, charges, and encumbrances on or against the Property. Developer
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 Developer's failure to carry on or complete
same, or Developer's ownership of the Property. If the City files suit to enforce the
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terms of this Section 3 and prevails in such suit, then the Developer shall be liable for
all of the City's legal expenses, including but not limited to reasonable attorneys' fees.
5. Utilities. City will provide water and sewer infrastructure to the Property
line by the Project Completion Date. Developer will be responsible for extending water,
sewer, telephone, telecommunications, electric, gas and other utility services to any
location on the Property that it desires and for payment of any associated connection
fees.
6. Short -Term Lease. The parties agree to enter into a separate agreement
by which City will to lease to Developer the premises located at 321 W. 6th Street,
Waterloo, Iowa, for the sum of $1.00, until completion of the Project. As sole occupant
of said property, Developer will be solely responsible for all utilities, property taxes, care
of the grounds, snow removal, and repairs.
7. Minimum Assessment Agreement. Developer 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. Developer 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
$350,000.00 ("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.
Developer agrees to sign the agreement attached as Exhibit "B" at closing.
8. 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.
9. Representations and Warranties of Developer. Developer hereby
represents and warrants as follows:
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A. Developer is not prohibited from consummating the transaction
contemplated in this Agreement by any law, regulation, agreement, instrument,
restriction, order or judgment.
B. Developer 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
Developer.
10. Abstracting. No less than fourteen (14) days prior to the anticipated date
of conveyance, City shall, at its own expense, deliver to Developer an updated abstract
of title, or in lieu thereof Developer may, at its own expense, obtain whatever form of
title evidence it desires. If title is unmarketable or subject to matters not acceptable to
Developer, and if City does not remedy or remove such objectionable matters in timely
fashion following written notice of such objections from Developer, Developer may
terminate this Agreement.
11. Materiality of Company's Promises, Covenants, Representations,
and Warranties. Each and every promise, covenant, representation, and warranty set
forth in this Agreement on the part of Company to be performed is a material term of
this Agreement, and each and every such promise, covenant, representation, and
warranty constitutes a material inducement for City to enter this Agreement. Company
acknowledges that without such promises, covenants, representations, and warranties,
City would not have entered this Agreement. Upon breach of any promise or covenant,
or in the event of the incorrectness or falsity of any representation or warranty, City
may, at its sole option and in addition to any other right or remedy available to it,
terminate this Agreement and declare it null and void.
12. Obligations Contingent. Each and every obligation of City under this
Agreement is expressly made subject to and contingent upon City's completion of all
procedures, hearings and approvals deemed necessary by City or its legal counsel for
amendment of the urban renewal plan applicable to the Property and/or project area, all
of which must be completed within 180 days from the date this Agreement is approved
by the City council. If such completion does not occur, then this Agreement shall be
deemed canceled and shall be null and void.
13. 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 Developer, to Brad and Aubry Baldwin,.V')N\_. V1)043. 2--
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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.
14. 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 Developer nor to create
any liability for one party with respect to the liabilities or obligations of the other party or
any other person.
15. 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.
16. 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.
17. 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.
18. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
19. 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.
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20. 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.
21. 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 officers as of the date first set forth above.
CITY OF WATERLOO, IOWA
By:
Quentin M. Hart, Mayor
Attest:
J
it
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EXHIBIT "A"
The North One Hundred and Twenty Five (125.00) Feet of the South Two Hundred Fifty
(250.00) Feet of Lot No. Sixteen (16), Kingswood Second Addition, Waterloo, Black Hawk
County, Iowa
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EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as
Noel . .'1 , 2016, by and among the CITY OF WATERLOO, IOWA ("City"),
Bradley and Aubry Baldwin, husband and wife ("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 Airport Area Development Plan Area; 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 $350,000.00 ("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, 2017.
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 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
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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.
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.
CITY OF WATERLOO, IOWA
By:C
Quentin M. Hart, Mayor
Attest:
City Clerk/Deputy Clerk
STATE OF IOWA
COUNTY OF BLACK HAWK
) ss.
On this day of N , 2016, before me, a Notary
Public in and for the State of Iowa, personally appeared Quentin M. Hart and
Ac-kr\f__ , to me personally known, who being duly swom, did say that
they are -the Mayor and City Clerk/Deputy 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.
NANCY HIGBY
COMMISSION NO.788229
MY i Ft pIRES
Notary Public
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STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Acknowledged before me on i)o �) , 2812016 by Bradley Baldwin and
Aubry Baldwin, husband and wife.
/,[4 (_:;
Notary Public
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6ViLL(2-
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 Thousand Dollars ($350,000.00).
sor or Black Hawk County, Iowa
Date
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on , 2016, by T.J.
Koenigsfeld as Assessor for Black Hawk County, Iowa.
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TAIL JOHNSON
Convnission Number 767467
My Commission Expires
April 5, 2017