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HomeMy WebLinkAboutBoys & Girls Clubs of CV - Dev Agmnt-1/2/2018Preparer Information: Christopher S. Wendland, PO Box 596, Waterloo, Iowa 50704 Name Address City (319) 234.5701 Phone SPACE ABOVE THIS LINE FOR RECORDER DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement') is entered into as of w.a,(., z , 18 , by and between The Boys & Girls Clubs of the Cedar Valley ("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 construction of a new building at 809-811 E. 41h Street in Waterloo, 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 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 mutually agreeable to the parties, but in any event not less than 10 days after City completes demolition of the DEVELOPMENT AGREEMENT Page 2 existing structure and removal of materials. City expects to complete demolition within four months after the date of this Agreement. 2. Improvements by Developer. After conveyance, Developer will construct a new building substantially in accordance with the plans and drawings attached hereto as Exhibit "B" (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 Project Work; Possibility of Reverter. The parties agree that Developer's commitment to undertake the Project and to complete 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 work 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. 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 DEVELOPMENT AGREEMENT Page 3 Developer. Concurrently with the deed, Developer shall deliver to City any and all abstracts of title that City had provided in connection with conveyance of the Property. 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. No Warranties. Developer agrees that it will receive conveyance of the Property in its "AS IS" condition, with all faults, and that City makes no representations or warranties, and hereby expressly disclaims any and all warranties of any type or nature whatsoever, including but not limited to the condition, habitability, usability or operability of the Property for any particular purpose. 6. Adjacent Property. Developer is negotiating to acquire ownership of adjacent property at 807 E. 4th Street, legally described as "COOLEY ADDITION N 20 FT S 30 FT E 110 FT OF LOT 2 BLK 68'. If Developer acquires title to said property, City will demolish the existing structure within four (4) months after Developer provides City with a copy of the recorded deed. 7. 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. 8. 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. 9. 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. DEVELOPMENT AGREEMENT Page 4 10. 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. 11. 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. 12. 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. 13. 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 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. DEVELOPMENT AGREEMENT Page 5 14. 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 The Boys & Girls Clubs of the Cedar Valley, 515 Pine Street, Waterloo, Iowa 50703, Attention: CEO. 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. 15. 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. 16. 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. 17. 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 18. 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. 19. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 20. 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. 21. 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. 22. 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 By: Quentin M. Hart, Mayor Attest: THE BOYS & GIRLS CLUBS OF THE CEDAR VALLEY q ---- By: Title: c_z_ EXHIBIT "A" Legal Description of Property The North One-half of Lot 2, and all of Lot 3, in Block 68 of Cooley Addition, City of Waterloo, Black Hawk County, Iowa. EXHIBIT "B" Plans See attached. APPROXIMATE TOTAL GROSS BUILDING AREAS: 2 STORIES AS SHOWN: 9,950 SF 2 STORIES WITH ADDITIONAL PARALLEL PARKING ALONG DRIVEWAY: 8,500 SF * * IF THE CITY REQUIRES MORE ADDITIONAL PARKING DUE TO THE 40% INCREASE IN BUILDING AREA. PARALLEL PARKING ALONG THE DRIVE WAY COULD BE CONSIDERED. THE RESULTING 6 TO 8 WIDER DRIVEWAY WOULD RESULT IN A SMALLER MAX. BUILDING OF THIS SIZE 160'-0" 5'-0" 1 60'-0" 15 STALLS (added 2) i 1 / l/ 50'-0" CRC 11111111 III STORAGE/MECH 550SF GYM 2600 SF (DOUBLE HEIGHT SPACE) 3400 SF EVIOUS FOOTPRIN EXPANDED FOOTPRINT • FORMER CANDY STORE SITE CHUCKSTER'S 110' - 0" W W 1- PINE ST. TEEN CENTER SITE PLAN - LARGER SITE 1 /32" = 1'-0" INVISION 12/07.2017