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HomeMy WebLinkAboutMatthias Properties - Amended Dev Agmnt-12/4/2017Prepared by Noel Anderson, 715 Mulberry Street, Waterloo, IA 50703 Phone (319) 291-4366 Return to: Mark S. Rolinger, 415 Clay Street, Cedar Falls, IA 50613 AMENDED DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of �C(�t�btk , 2017, by and between Matthias Properties LLC ("Developer") and the City of Waterloo, Iowa (the "City"). RECITALS A. City approved a Development Agreement between the Developer and the City at a regular meeting of the City Council on May 22, 2017 (the "Original Agreement"). B. Subsequent examination of the Abstract of Title for the Property revealed provisions in the Deed of Dedication for Wagner Road Subdivision that require certain amendments to the previously approved Development Agreement. C. Developer and the City have reached agreement on amendments to the Original Agreement, subject to the approval of this Agreement by the City Council. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Sale of Property; Boundary Line Adjustment; Permitted Use. On or before December 8, 2017, City shall convey, or cause to be conveyed, to Developer the real property described in Exhibit "A" hereto for the sum of $30,000.00 (the "Purchase Price"). Conveyance shall be by 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 real property; and (d) restrictions imposed by the City zoning ordinances, other applicable law, and subdivision platting documents. Simultaneous with or close in time with 1 Developer's purchase of the real property described on Exhibit "A", Developer will purchase adjacent real property described on Exhibit "B". Developer and City each desire that both parcels of real property be treated as a single parcel for purposes of this Development Agreement, and to that end, City hereby agrees to a boundary line adjustment in which the real property described on Exhibits "A" and "B" shall be treated as a single parcel of real property for all purposes (the "Property"), including but not limited to treating the Property as a single parcel for property taxes. City agrees that the Property may be used by Developer for outside storage of landscaping material. 2. Improvements by Developer. Developer shall construct a screened landscaping material storage and recycle site (collectively, the "Improvements"). City acknowledges that Developer has no current plans to construct a building on the Property. City expressly waives the provisions of the Deed of Dedication that require outside storage areas to be in a "rear yard." 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 applicable City ordinances and other applicable law. The screening shall include a row of evergreen trees along the boundary of the Property that is adjacent to Wagner Road. Screening is not required along the north or south boundaries of the Property. Developer may use gravel for surface ground cover in all storage areas. No additional screening, ground cover or landscaping shall be required of Developer. 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. Utilities. 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. 4. 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. City, as owner of all lots in Wagner Road Subdivision, has the right to waive the rear yard storage and landscaping requirements in the Deed of Dedication for Wagner Road Subdivision as to the Property. C. 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. 5. Representations and Warranties of Developer. Developer hereby represents and warrants as follows: 2 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. 6. Amendment to Deed of Dedication. City and Developer, as Owner of all lots in Wagner Road Subdivision, agree to cooperate with the execution and filing of an Amendment to the Deed of Dedication for Wagner Road Subdivision. The Amendment shall put owners of other property within Wagner Road Subdivision on notice that the provision in the Deed of Dedication that requires outside storage areas to be in a "rear yard" have been waived with respect to the Property and that the Property is exempt from any and all landscaping requirements in the Deed of Dedication except those incorporated into the Amended Development Agreement approved by the City. 7. Abstracting. City has, at its own expense, delivered to Developer an updated abstract of title. 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. 8. Effect on Original Agreement. Effective upon approval of this Agreement by the Waterloo City Council, the Original Agreement shall be deemed terminated and of no further force or effect, and the Project shall be governed solely by the terms and conditions set forth in this Agreement. 9. 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. 10. 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. 3 11. 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 Matthias Properties LLC, 3170 Wagner Road, Waterloo, Iowa 50703. 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. 12. 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. 13. 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. 14. 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. 4 15. 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. 16. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 17. 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. 18. Entire Agreement. This Agreement 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. 19. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Amended Development Agreement by their duly authorized officers as of the date first set forth above. CITY OF WATERLOO, IOWA MATTHIAS PROPERTIES, L.L.C. By LLSL_ - '1 et_ABy: 7 Y Quentin M. Hart, Mayor Dour Matthias, Manager Attest: ity Clerk/D: puty Clerk 5 EXHIBIT "A" Lot 1, Wagner Road Subdivision, Waterloo, Black Hawk County, Iowa. EXHIBIT "B" That part of the Northwest Quarter (NW 1/4) of Section Three (03), Township Eighty- nine North (T89N), Range Thirteen West (R13W) of the Fifth Principal Meridian, Waterloo, Black Hawk County, Iowa, described as follows: Beginning at the Northeast corner of Lot One (01), Wagner Road Subdivision; thence N00°09'06"W One Hundred Ninety-nine and Fifty-one Hundredths (199.51) feet along the Northerly extension of the East line of said Lot One (01) to the Northeast corner of Parcel described in Document No. 2015-15320 in the Black Hawk County Recorder's Office; thence S89°57'36"W One Hundred Ninety-six and Thirty-four Hundredths (196.34) feet along the North line of said Parcel; thence S00°09'06"E Two Hundred Three and Thirty-one Hundredths (203.31) feet to the North line of aforesaid Lot One (01); thence N88°51'04"E One Hundred Ninety-six and Thirty-seven Hundredths (196.37) feet along said North line to the point of beginning containing 0.91 acres 2