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HomeMy WebLinkAboutMatthias Properties - Dev Agmnt-5/22/2017Please return this copy to: City Clerk & Finance Dept. 715 Mulberry St. Waterloo, IA 50703 Prepared by Noel Anderson, 715 Mulberry Street, Waterloo, IA 50703 Phone (319) 291-4366 DEVELOPMENT AGREEMENT This Development Agreement is entered into as of (M\ , 2017, by and between Matthias Properties 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. B. Developer is willing and able to finance and construct a screened recycle site for landscaping materials and related improvements on property located along Wagner Road in the Airport 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 De e.Q4,A,Nhf'( 7S t) , 2017, City shall convey, or cause to be conveyed, to Developer the real property described in Exhibit "A" hereto (the "Property") 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 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 screened landscaping material recycle site, and related landscaping, (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 applicable City ordinances and other applicable law. The 1 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. 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: 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. 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. 7. 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 2 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. 8. 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. 9. 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. 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 Developer 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 3 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. 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 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 by their duly authorized officers as of the date first set forth above. CITY OF WATERLOO, IOWA MATTHIAS PROPERTIES, L.L.C. By: r ct_-2-- Quentin M. Hart, Mayor Attest: I City Clerk/ eputy Clerk 4 Doug Matthias, Manager EXHIBIT "A" Lot 1 Wagner Road Subdivision, Waterloo, Black Hawk County, Iowa.