HomeMy WebLinkAboutLGCompanies LLC-12/11/2017Preparer
Information: Christopher S. Wendland, PO Box 596, Waterloo, Iowa 50704 (319) 234.5701
Name Address City Phone
SPACE ABOVE THIS LINE
FOR RECORDER
DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is entered into as of
‘271‘ / 17 , by and between LGCompanies LLC ("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.
Developer is willing and able to finance and construct a single-family and
related improvements on property located at on Rainbow Drive in
Waterloo, consisting of parcels 8913-17-477-002 and 8913-17-477-003,
legally described as set forth on Exhibit "A" attached hereto (the
"Property").
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties agree as follows:
1. Sale of Property; Title. Subject to the terms hereof, City shall convey the
Property, or cause it to be conveyed, to Developer for the sum of $1.00. Conveyance
shall be by quit claim 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; (c) general utility and right-of-way
easements serving the Property; and (d) restrictions imposed by the City zoning
ordinances and other applicable law. 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. Closing shall occur at any time that is
DEVELOPMENT AGREEMENT
Page 2
mutually agreeable to the parties, but in any event not less than 14 days after the date
of this Agreement.
2. Improvements by Developer. After conveyance, Developer will
construct on the Property a single-family dwelling with attached garage, substantially in
accordance with the floor plans attached hereto as Exhibit "B". The dwelling shall be
completed to a finished state, including installation of driveways and sidewalks, removal
of all construction debris, proper leveling or shaping of groundscape, and grassing
and/or landscaping (home construction and finishing as so described are referred to as
the "Improvements"). 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". All
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.
3. 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
convey the Property to Developer and that without said commitment City would not do
so. Developer's responsibilities under this Agreement are therefore subject to the
following deadlines:
a. Construction. Developer must begin construction of the
Improvements within six (6) months (the "Start Deadline") after the date of this
Agreement and must substantially complete the Improvements within twelve (12)
months thereafter (the "Completion Deadline"). If Developer has not obtained a
building permit and in good faith begun construction of the Improvements by the
Start Deadline, then at City's option title to the Property shall revert to the City,
but if construction is imminent the City Council may, but shall not be required to,
consent to an extension of time to begin construction or, if appropriate, to
complete construction, and if an extension is granted but construction has not
been commenced or substantially completed, as applicable, within such
extended period, then the title to the Property shall revert to the City after the end
of said extended period.
b. Unavoidable Delays. If Developer has begun activity in compliance
with the foregoing deadlines 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 Developer, the
requirement that construction is to be completed by the Completion Deadline
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.
DEVELOPMENT AGREEMENT
Page 3
4. Reverter of Title. 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 and to deliver to City title to the Property
that is free and clear of any lien, claim, or encumbrance arising by or through
Developer. Concurrently with the deed, Developer shall deliver to City the abstracts of
title for Property conveyed. Developer shall pay in full, so as to discharge or satisfy, all
liens, claims, charges, and encumbrances on or against the Property. Appointment of
Attorney -in -Fact: If Developer fails to deliver such documents, including but not limited
to a special warranty deed and related abstracts of title, to City within thirty (30) days of
written demand by City, then City shall be authorized to execute, on Developer's behalf
and as its attorney-in-fact, the special warranty deed required by this Section, and for
such limited purpose Developer does hereby constitute and appoint City as its attorney-
in-fact.
5. Maintenance of Drainage. Developer acknowledges that an existing
channel for drainage of surface water runs across the Property and that the
maintenance of said channel is of vital importance for the proper flow of surface runoff
for many properties in the vicinity. Developer agrees that, in undertaking the Project, he
will not fill, improve, re-route or in any way alter the existing channel without the express
prior written consent of City.
5.1. Partial Tax Exemption. Because the Property is located in the City
Limits Urban Revitalization Area (CLURA), the Property is eligible for tax exemption
consistent with and to the extent provided for in the CLURA Plan, provided that
Company meets all requirements to qualify for such exemption.
6. Indemnity. Developer further agrees that it shall indemnify City and hold
it harmless 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, Developer's failure
to carry on or complete same, or any lien, claim, charge, or encumbrance on or against
the Property of any type or nature whatsoever that attaches to the Property by virtue of
Developer's ownership of same. If City files suit to enforce the terms of this Agreement
and prevails in such suit, then Developer shall be liable for all legal expenses, including
but not limited to reasonable attorneys' fees. Developer's duties of indemnity pursuant
to this Section shall survive the expiration, termination or cancellation of this Agreement
for any reason.
7. No Encumbrances; Limited Exception. Until substantial completion of
the Project, Developer agrees that it shall not create, incur, or suffer to exist any lien,
encumbrance, mortgage, security interest, or charge on the Property, other than such
mortgage or mortgages as may be reasonably necessary to finance Developer's
undertaking of the Project and of which Developer notifies City in advance of
Developer's execution of any such mortgage. The Property may be mortgaged or
encumbered only to support the construction of Improvements on the Property.
Developer may not cross-collateralize the Property to support the construction of
improvements on any other real estate.
DEVELOPMENT AGREEMENT
Page 4
8. Water and Sewer; Utilities. Developer will be responsible for extending
water, sewer and utilities services to any location on the Property and for payment of
any associated connection fees.
9. 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.
10. Representations and Warranties of Developer. Developer hereby
represents and warrants as follows:
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 is duly organized, validly existing, and in good standing
under the laws of the State of Iowa.
C. 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.
11. No Assignment or Conveyance. Developer agrees that it will not sell,
convey, assign or otherwise transfer its interest in the Property prior to substantial
completion of Improvements, whether in whole or in part, to any other person or entity
without the prior written consent of City. Reasonable grounds for the City to withhold its
consent shall include but are not limited to the inability of the proposed transferee to
demonstrate to the City's satisfaction that it has the financial ability to observe all of the
terms to be performed by Developer under this Agreement.
12. Materiality of Developer's Promises, Covenants, Representations,
and Warranties. Each and every promise, covenant, representation, and warranty set
forth in this Agreement on the part of Developer 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. Developer
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
DEVELOPMENT AGREEMENT
Page 5
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.
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, to City of Waterloo, 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 LGCompanies LLC, PO Box 277, Cedar Falls,
Iowa 50613.
Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in
person, (H) 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. A party may change the address for giving notice by any
method set forth in this section.
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.
DEVELOPMENT AGREEMENT
Page 6
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.
20. Entire Agreement. This Agreement, together with the exhibits attached
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.
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 representatives as of the date first set forth above.
CITY OF WATERLOO, IOWA
kA,r-c,c,, �
By: i
Quentin M. Hart, Mayor
Attest:
Kelley Felch
1.
, iyClerk
LC (Kyle Larson)
EXHIBIT "A"
Legal Description of Property
Lots 2 and 3, Lobdell's Second Addition to Castle Hill, City of Waterloo, Iowa.
EXHIBIT "B"
Floor Plans
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