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HomeMy WebLinkAboutVillage Creek Rentals - Chalmers - 11/20/2017Please return this copy to: City Clerk & Finance Dept. 715 Mulberry St. Waterloo, IA 50703 Preparer 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 4/0/444106/0/0, , 2017 by and between Village Creek Rentals, 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 single-family or two-family home and related improvements on property located at 1005 and 1017 Chalmers Avenue and parcel 8913-22-153-031, 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 $15,001.00 (the "Purchase Price"), allocated as $5,000.00 for each of 1005 Chalmers, 1017 Chalmers, and the Upton East Parcel (defined below), and $1.00 for the Upton West Parcel (defined below). 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 DEVELOPMENT AGREEMENT Page 2 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 14 days after the date of this Agreement. 2. Improvements by Developer. After conveyance, Developer will make the following improvements upon the Property. For purposes of this Section 2, the two lots on Chalmers Avenue are referred to as the "Chalmers Lots", the east side of parcel 8913-22-153-031 is referred to as the "Upton East Parcel" and the west side of parcel 8913-22-153-031 is referred to as the "Upton West Parcel." The line of the division between the Upton East Parcel and the Upton West Parcel is a northerly extension of the east line of the alley running between Lots 1 and 71 of Galloway 1st Addition. Together, the Chalmers Lots and the Upton East Parcel are referred to as the "Residential Properties." 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. a. Residential construction. Developer will construct on each of the Chalmers Lots a single-family dwelling having a value of no less than $50,000 upon completion, and shall construct on the Upton East Parcel a twin home for single family on each side. Each 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 "Home Improvements"). The floor plan and exterior features of each dwelling shall be subject to approval by City. The Residential Properties, the Home Improvements, and all site preparation and development -related work to make the Residential Properties usable for Developer's purposes as contemplated by this Agreement are collectively referred to as the "Residential Project". b. Commercial construction. Developer will construct on the Upton West Parcel a commercial building of no less than 3,250 square feet, including installation of related parking, sidewalk, landscaping and other improvements (collectively, the "Commercial Improvements"). It is anticipated that the Commercial Improvements will have a total value of no less than $140,000. The Upton West Parcel, the Commercial Improvements, and all site preparation and development -related work to make the Upton West Parcel usable for Developer's purposes as contemplated by this Agreement are collectively referred to as the "Commercial Project". 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: DEVELOPMENT AGREEMENT Page 3 a. Construction. Developer must complete the Residential Improvements on a schedule by which one (1) home is completed by December 31 of each calendar year from 2018 through 2021. The Commercial Improvements must be completed by December 31, 2019. If during any calendar year Developer has not obtained a building permit and in good faith begun construction of the respective improvements by April 1 of the year when completion is required, then at City's option title to any part of the Property on which development has not been completed 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 such part(s) of 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 an annual deadline shall be tolled for a period of time equal to the period of such stoppage or delay, and thereafter if demolition or construction, as applicable, 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 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. Additional Development Incentives. Upon issuance of a certificate of occupancy for each Residential Property, City will pay to Developer the sum of $5,000.00 as reimbursement of the allocated portion of the Purchase Price for that Residential Property and the sum of $5,000.00 as an additional incentive payment, for a total incentive of $10,000.00 for each of the Residential Properties. For the avoidance of doubt, the $10,000.00 payment for the Upton East Parcel will be paid only after a certificate of occupancy has been issued for both units in the twin home. DEVELOPMENT AGREEMENT Page 4 6. Minimum Assessment Agreement. Company acknowledges and agrees that it will pay when due all taxes and assessments, general or special, and all other charges whatsoever levied upon or assessed or placed against the Upton West Parcel. Company 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 Upton West Parcel, which shall be fixed for assessment purposes, below the amount of $ (the "Minimum Actual Value"), through: (i) willful destruction of the Upton West Parcel, the Improvements thereon, 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. Company agrees to sign said attached Exhibit "B" at the closing. 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 Residential Project and the Commercial 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 Residential Project and the Commercial Project, Developer agrees that it shall not create, incur, or suffer to exist any lien, encumbrance, mortgage, security interest, or charge on the Property lying within any such phase, other than such mortgage or mortgages as may be reasonably necessary to finance Developer's undertaking of the particular Residential Project or Commercial Project and of which Developer notifies City in advance of Developer's execution of any such mortgage. Each Residential Property, the Upton East Parcel and the Upton West Parcel may be mortgaged or encumbered only to support the construction of improvements on that particular part of the Property. Developer may not cross-collateralize any part of the Property to support the construction of improvements on any other part of the Property. 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 5 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. 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 DEVELOPMENT AGREEMENT Page 6 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 Village Creek Rentals, LLC, 1118 Ansborough Avenue, Waterloo, Iowa 50701, Attention: Jason Strelow. 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. 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. 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 DEVELOPMENT AGREEMENT Page 7 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 VILLAGE CREEK RENTALS, LLC By: Attest: %" By: W . pc / / son R. Strel w, Manager Exhibit "A" Legal Description Lot 6, Block 16 Downing Place, City of Waterloo, Iowa (1005 Chalmers Avenue, Waterloo) Also: Lot 7 Block 16, Downing Place, City of Waterloo, Iowa (1017 Chalmers Avenue, Waterloo) Also: A parcel of land located in part of Lots "A" and "B" in Hummel Addition to Waterloo, Iowa, described as follows: Beginning at the Southeast Corner of said Lot No. "B"; thence north 01 degrees 33 minutes 52 seconds East, 100.02 feet along the East line of said Lot No. "B"; thence North 89 degrees 25 minutes 28 seconds West, 116.68 feet to a point on the East line of the West 11 feet of said Lot No. "B"; thence North 01 Degrees 27 minutes 26 seconds East, 223.92 feet along said line; thence South 60 degrees 38 minutes 58 seconds West, 76.67 feet; thence South 01 degrees 22 minutes 05 seconds West. 285.67 feet to a point on the South line of said Lot No. "A"; thence South 89 degrees 25 minutes 28 seconds East, 181.91 feet along said line to the point of beginning, except the Easterly 16 feet thereof in even width. Exhibit "A-1" Upton Parcel Legal Description A parcel of land located in part of Lots "A" and "B" in Hummel Addition to Waterloo, Iowa, described as follows: Beginning at the Southeast Corner of said Lot No. "B"; thence north 01 degrees 33 minutes 52 seconds East, 100.02 feet along the East line of said Lot No. "B"; thence North 89 degrees 25 minutes 28 seconds West, 116.68 feet to a point on the East line of the West 11 feet of said Lot No. "B"; thence North 01 Degrees 27 minutes 26 seconds East, 223.92 feet along said line; thence South 60 degrees 38 minutes 58 seconds West, 76.67 feet; thence South 01 degrees 22 minutes 05 seconds West. 285.67 feet to a point on the South line of said Lot No. "A"; thence South 89 degrees 25 minutes 28 seconds East, 181.91 feet along said line to the point of beginning, except the Easterly 16 feet thereof in even width. EXHIBIT "B" MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement") is entered into as of ����� 4,r 'W ;l -t 1 , by and among the CITY OF WATERLOO, IOWA ("City"), VILLAGE CREEK RENTAL, LLC ("Company"), and the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City and Company have entered into a development agreement (the "Development Agreement") regarding certain real property, described in Exhibit "A-1" thereto, located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company will undertake the development ("Project") of an area within the City; and WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the Company 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 Company, the minimum actual taxable value which shall be fixed for assessment purposes for the land and Improvements to be constructed thereon by the Company as a part of the Project shall not be less than $140,000 (the "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, 2019. 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, 2029. Nothing herein shall be deemed to waive the Company'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 event, however, shall the Company 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, including but not limited to future owners of the Project property. IN WITNESS WHEREOF, the parties have executed this Minimum Assessment Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA VILLAGE CREEK RENTALS, LLC cY WeApe By: By: v_ !� Jason Stre ow, Manager STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK On this aOti) day of dolr(MtNeAr .D.011, before me, a Notary Public in and for the State of Iowa, personally appeared ^ W€ (peg- and 1-4 (40/1 fly CVtik, too me personally known, who being duly sworn, did say that they are the Mayor and'�`ity V 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 r U 11 and 91=1._ acknowledged said instrument to be the free act and deed of said municipal corporation by it and by them voluntarily executed. Notary Public STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) NANCY HIGBY COMMISSION NO.788229 MY COMMISSION EXPIRES s 0. Subscribed and sworn to before me on Dov Q Vi11..)tr I 11- Strelow as Manager of Village Creek Rentals, LLC. '7(.4( Notary Public by Jason ' 'or. l' ANDREA! ESTE COMMISSION NO. 764042 ..W IlpSIQ ,EXPIRES I 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 Tess than one hundred forty thousand Dollars ($140,000) until termination of this Minimum Assessment Agreement pursuant to the terms hereof. STATE OF IOWA ) ss. COUNTY OF BLACK HAWK sor for Black Hawk County, Iowa 3-� Date Subscribed and sworn to before me on J f ! / ! by T.J. Koenigsfeld, Assessor for Black Hawk County, Iowa. ADRIENNE MILLER COMMISSION NO. 809109 MY COMMISSION EXPIRES FEBRUARY 23, 2021 ¥tt y Public l7 i tpLJS1 .lIYi Y:'