Loading...
HomeMy WebLinkAboutResidential Development Partners, LLC, Black Hawk Contracting & Development Co., GMJ2 Industries, LLC, Lincoln Savings Bank - Amendment to Development AgreementPreparer Information: Christopher S. Wendland, PO Box 596, Waterloo, Iowa 50704 (319) 234.5701 Name Address City Phone AMENDMENT TO DEVELOPMENT AGREEMENT This Amendment to Development Agreement (the "Amendment") is entered into as of:LNA � a5 , 2019 by and among Residential Development Partners, LLC (the "Compaq"), Black Hawk Contracting & Development Co. ("BHCD"), GMJ2 Industries, LLC ("GMJ2"), Lincoln Savings Bank ("LSB"), and the City of Waterloo, Iowa (the "City"). Jim D. Ellis executes this Amendment for the limited purpose stated in Section 2 hereof. RECITALS A. Company and City are parties to a certain Development Agreement dated June 25, 2012 and filed October 19, 2012 as Doc. No. 2013-8061 (the "Agreement"), providing for Company's development of certain properties as described therein. B. The members of Company are BHCD and GMJ2, and Company has divided its assets between its members. The Properties now titled in the name of BHCD (the "BHCD Properties") are identified on Exhibit "A-1" attached hereto. C. LSB is the successor in title to certain of those Properties that were distributed by deed from Company to GMJ2. The Properties now titled in the name of LSB (the "Bank Properties") are also identified on Exhibit "A- 1" attached hereto. D. The parties desire to amend the Agreement on the terms set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Regarding any provision of the Agreement in which Company is required to take any action upon or in respect of any of the Properties, the Agreement is hereby AMENDMENT TO DEVELOPMENT AGREEMENT Page 2 amended to provide that such actions shall be performed by BHCD for any of the BHCD Properties and shall be performed by LSB for any of the Bank Properties. Company shall have no further obligations of performance under the Agreement hereafter. 2. No later than February 15, 2019, GMJ2 will deliver to City a properly executed special warranty deed in fulfillment of City's right of reverter of title over all parts of the Properties that are now titled in GMJ2's name, which are described as set forth on Exhibit "A-1" attached hereto (the "GMJ2 Property"). GMJ2 and its principal, Jim D. Ellis, agree to indemnify City and to hold it harmless from and against any and all claims, demands, causes of action, costs, expenses, fines, fees, penalties, and liabilities of any type or nature whatsoever, including but not limited to attorney's fees and expenses, arising out of or in connection with GMJ2's ownership of the GMJ2 Property or the acts or omissions of GMJ2, Ellis, their employees, contractors or agents upon or about the GMJ2 Property. 3. Section 2 of the Agreement is amended to strike the last sentence thereof and to substitute in its place the following sentence: "The Project shall be divided into the phases described in Exhibit "B" attached hereto." 4. Section 5 of the Agreement is amended to strike the text thereof in its entirety, and the following new text is substituted in its place: "Indemnity. BHCD, LSB, and GMJ2, each for itself, agrees that it shall indemnify City and hold it harmless with respect to any demand, claim, cause of action, damage, injury, cost, expense or liability, including but not limited to reasonable attorney fees and expenses, made, suffered, or incurred as a result of or in connection with (a) the Project on its respective Properties, (b) its failure to carry on or complete same, or (c) any lien, claim, charge, or encumbrance on or against its respective Properties of any type or nature whatsoever that attaches to the Properties by virtue of such indemnitor's ownership of same. Notwithstanding the foregoing, GMJ2 shall not be liable to indemnify City for its failure to carry on or complete a Project on any of its Property. If City files suit to enforce the terms of this Agreement and prevails in such suit, then City shall be entitled to recovery of its legal costs and expenses, including but not limited to reasonable attorneys' fees. The duties of indemnity set forth in this Section shall survive the expiration, termination or cancellation of this Agreement for any reason." 5. With respect to Section 6.A of the Agreement, the parties acknowledge that City has demolished and cleared the Block 18 site, has retained title to same, and has conveyed the lots in Block 19 to Company, which thereafter deeded them to the current owner, BHCD. Further activities of City and BHCD with respect to the Lafayette phase property shall be as set forth in Exhibit B. 6. Section 6.B of the Agreement is amended to strike "2.2 acres" therefrom and to substitute "1.21 acres" in its place. 7. A new Section 6.D is added to the Agreement, as follows: AMENDMENT TO DEVELOPMENT AGREEMENT Page 3 "D. Development Grant. Upon completion of each new home and all related Housing Improvements, as evidenced by issuance of a certificate of occupancy, City will make to the developer party a one-time grant of $5,000.00 for each completed home, in accordance with City policy." 8. BHCD and LSB, each for itself, hereby makes to City each of the representations and warranties set forth in Section 11 of the Agreement. 9. Section 14 of the Agreement is amended to add the following notice information: (c) if to BHCD, at P.O. Box 295, Waterloo, Iowa, 50704, Attn: John Rooff. (d) If to LSB, at 242 Tower Park Drive, Waterloo, Iowa, 50701, Attn: 10. Jim D. Ellis is hereby removed as a personal guarantor of the Agreement. 11. Exhibit "A" of the Agreement is amended to swap the paragraph captions for the legal descriptions of Baltimore Field and Williston Field. 12. Exhibit "B" of the Agreement is stricken in its entirety, and a new Exhibit "B" as attached hereto is substituted in its place. 13. Except as modified herein, the Agreement shall continue unmodified in full force and effect. Terms in this Amendment that are capitalized but not defined will have the same meanings herein that are ascribed to them in the Agreement. The Agreement and this Amendment shall inure to the benefit of and be binding upon the parties and their respective successors and assigns. 14. This Amendment may be signed in any number of counterparts, each of which, including signed counterparts transmitted by facsimile or other electronic means, shall be deemed an original and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Amendment to Development Agreement by their duly authorized representatives as of the date first set forth above. [signatures on next page] AMENDMENT TO DEVELOPMENT AGREEMENT Page 4 CITY OF WATERLOO, IOWA RESIDENTIAL DEVELOPMENT PARTNERS, LLC By: Aq J 146e'(/_ Quentin Hart, Mayor Attest: Kelley Felchl City Clerk u D. By: 6 --- Jim' . Ellis, Manager GMJ2 INDUSTRIES, LLC By: Jinii D. Ellis, Manager J. D. Ellis, personally BLACK HAWK CONTRACTING & DEVELOPMENT CO. LINCOLN SAVINGS BANK By Title: \I ? (,�YV11M ucff l.� VIfitlli) EXHIBIT "A-1" Properties of Each Developer Party (as of 1/01/2019) GMJ2 Property Orlo C. Miller Addition, all of Lot 1 except the West 30 feet, Lot 2, and all that part of the Southerly one-half of Byron Avenue in the City of Waterloo, Iowa, lying East of a Northerly extension of the West line of Lot No. 1 in Orlo C. Miller Addition, and West of a line that is 156 feet West of the West line of Baltimore Street. Also, all that part of Denver Street in the City of Waterloo, Iowa, lying South of the South line of Byron Avenue and North of the North line of Eureka Street, all in the City of Waterloo, Black Hawk County, Iowa. (part of Baltimore Field) BHCD Properties Lots 2 and 4, Hawthorne Estates First Addition, City of Waterloo, Iowa. (part of Baltimore Field) Lot No. 5, except the East 156 feet thereof in Auditor Francis' Reitzel Plat and except that part thereof platted as Hawthorne Estate First Addition, City of Waterloo, Iowa. (part of Baltimore Field) Lot No. 3, except for the Northerly 20 feet in even width thereof, Lots 4 and 5, and the Northerly 15 feet of Lot 6, all in Block 19 in Linden Place, in the City of Waterloo, Black Hawk County, Iowa. (part of former Lafayette School site) LSB Properties Lots 1-4, Baltimore Field 1st Addition, City of Waterloo, Iowa. (part of Baltimore Field) Lots 1-5, Williston Field Addition, City of Waterloo, Iowa. (Williston Field) EXHIBIT "B" Project Phases and Schedule Within the periods stated below with respect to each separate phase of Improvements, BHCD and LSB, as applicable concerning the Property titled in its name, will have taken all actions stated below for Housing Improvements and related Infrastructure Improvements to support the Housing Improvements. 1. Baltimore Field. No later than October 1, 2019, BHCD and LSB shall commence construction of Housing Improvements, or cause such construction to commence, on each separately platted lot in Hawthorne Estates First Addition and Baltimore Field 1st Addition and shall complete such improvements within 12 months thereafter. With respect to unplatted land in Auditor Francis' Reitzel Plat and with respect to the GMJ2 Property, no later than December 2021 BHCD and City will amend this Agreement to establish a schedule for Project activities thereon. 2. Williston. No later than December 1, 2019, LSB shall commence construction of Housing Improvements, or cause such construction to commence, on each separately platted lot in Williston Field Addition and shall complete such improvements within 12 months thereafter. 3. Lafayette. No later than December 2021 BHCD and City will amend this Agreement to establish a schedule for Project activities thereon. 4. Burton (a/k/a former Van Eaton School site). No later than December 2021 BHCD and City will amend this Agreement to establish a schedule for Project activities thereon. To aid in development of the Baltimore, Lafayette and Burton Projects, City agrees to continue to hold in reserve those parts of the Properties identified on Exhibit "A" that are not identified on Exhibit "A-1" as the BHCD Properties or the LSB Properties. Disposition of City -owned Properties will be determined in connection with the 2021 amendments contemplated by this Exhibit "B".