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HomeMy WebLinkAboutTwin Tree LLC - Dev Agmnt - 5/13/19Please return this copy to: City Clerk & Finance Dept. 715 Mulberry St. Waterloo, IA 50703 Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50703. 319-234-5701 DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of l3 �, 2019, by and between Twin Trees, LLC (the "Company"), 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. Company has completed and is willing and able to finance and undertake additional renovations to an existing commercial building located in the Downtown Waterloo Urban Renewal and Redevelopment Plan Area. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Development Property. Company is the owner of a multi -story commercial structure located on real property at 402-404 E. 4th Street, Waterloo, described on Exhibit "A" attached hereto (the "Property"). Company has completed certain work and will continue to undertake the Project (defined below) upon the Property. 2. Improvements by Company. Company has made substantial renovations to the Property that have significantly increased the taxable value of the Property. Company agrees that any further work of renovation or construction shall be made in accordance with all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. All renovations made by Company heretofore and those that may be made hereafter are collectively referred to as the "Improvements"). The Property, the Improvements, and all development -related work to make the Property usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project". Only Improvements completed by December 31, 2023 will be eligible for any incentives provided by City under this Agreement. 3. Relation to Prior Agreement. The Property is subject to the terms of a certain development agreement between City and JSA Development, LLC, dated December 19, 2011 and filed April 4, 2013 as Doc. No. 2013-20574 (the "JSA Agreement"). By this Agreement, the parties desire to terminate the effect of the JSA Agreement with respect to the Property and to incorporate and extend herein certain provisions of such agreement. Upon execution of this Agreement, the JSA Agreement shall have no further force or effect in relation to the Property but shall otherwise continue in force and effect according to its terms. 4. Minimum Assessment Agreement. Company acknowledges and agrees that it will pay when due all taxes and assessments, general or special, and all other lawful charges whatsoever levied upon or assessed or placed against the Property. 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 Property, which shall be fixed for assessment purposes, below the aggregate amount of $1,196,420.00 ("Minimum Actual Value"), through: (i) willful destruction of the Property, Improvements, 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 the agreement attached as Exhibit "B" concurrently with execution of this Agreement. 5. Property Tax Rebates. Provided that Company has executed the Minimum Assessment Agreement as set forth in Section 4, the City agrees to rebate property taxes (with the exceptions noted below) as follows: 100% rebate for each of Years One through Six, inclusive, for any taxable value over the base value of $600,590.00 as set by the JSA Agreement. Rebates are payable in respect of a given year only to the extent that Company has actually paid general property taxes due and owing for such year. To receive rebates for a given year, Company must, within twelve (12) months after the tax payment due date, submit a completed rebate request to City on the form provided by or otherwise satisfactory to City, and if Company fails to do so within thirty (30) days following delivery of written notice from City, Company's right to a rebate for that year will be forfeited in the City's discretion. 2 This rebate program is not applicable to any special assessment levy, debt service levy, or any other levy that is exempted from treatment as tax increment financing under the provisions of applicable law. The first year in which a rebate may be given ("Year One") shall be the 2019/2020 fiscal year starting July 1, 2019. 6. Obligations Contingent and Cancellable. 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. Likewise, Company's obligations under this Agreement are subject to and contingent upon City's completion of all such procedures, hearings and approvals. 7. 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. 8. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. Company is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Company is duly organized, validly existing, and in good standing under the laws of the State of Iowa. C. Company 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 Company. 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 and would not have offered the substantial Project incentives described herein. Upon breach of any promise or covenant, or in the 3 event of the incorrectness or falsity of any representation or warranty, City shall deliver written notice of such breach to Company, and if Company fails to cure such breach within sixty (60) days thereafter, 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. 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, (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 Company, at 402 E. 4th Street, 2nd Floor, Waterloo, Iowa 50703, Attn: Acedy 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, or (iii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid. 11. 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 Company nor to create any liability for one party with respect to the liabilities or obligations of the other party or any other person. 12. 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. 13. Severability; Reformation. 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 14. 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. 15. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 16. 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. 17. Entire Agreement. This Agreement, together with the Minimum Assessment Agreement attached hereto as Exhibit "B", 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. 18. 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 TWIN TREES, LLC By: Quentin M. Hart, Mayor Attest: Kelley Felc City Clerk 5 Title: .C4 T'`- (Pt_ EXHIBIT "A" Legal Description of Property ORIGINAL PLAT WATERLOO EAST LOT 7 BLK 39 EXC SELY 6 FT NELY 58 FT SAID LOT 7 AND EXC SELY 4.5 FT SWLY 2 FT SAID LOT 7 LOT 10 BLK 39 EXC SELY 4.5 FT SAID LOT 10 AND THAT PART VAC MULBERRY ST ADJ LOT 10 BLK 39 DESC AS BEG AT PT ON SWLY LINE LOT 10 THAT IS 4.5 FT NWLY OF MOST SLY COR LOT 10 TH NWLY 1.5 FT ALONG SWLY LINE LOT 10 TH SWLY 2 FT TH SELY 1.5 FT TH NELY 2 FT TO PT OF BEG MANSON AND COOLEYS SUBDIV LOT 6,7,8 AND 9 EXC SELY 6 FT SAID LOTS AND EXC NELY 2.5 FT SAID LOT 6. EXHIBIT "B" MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement") is entered into as of , 2019, by and among the CITY OF WATERLOO, IOWA ("City"), TWIN TREES, 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" thereto, located in the City; and WHEREAS, pursuant to the Development Agreement, the Company has undertaken and/or will undertake the development of an area ("Project") within the City and within the Downtown Waterloo Urban Renewal and Redevelopment Plan Area; 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 execution of this Agreement 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 plans and specifications for the improvements (the "Improvements") which have been made or that the parties contemplate will be constructed 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. The minimum actual taxable value which shall be fixed for assessment purposes for the land and Improvements constructed and to be constructed thereon by the Company as a part of the Project shall not be less than $1,196,420.00 ("Minimum Actual Value") until termination of this Agreement. 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, 2031. 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. CITY OF WATERLOO, IOWA By: Quentin M. Hart, Mayor Attest: Kelley Felc f-, City Clerk STATE OF IOWA ) ss. COUNTY OF BLACK HAWK On this C day of , 2019, before me, a Notary Public in and for the State of Iowa, personally appeared Quentin M. Hart and Kelley Felchle, to me personally known, who being duly sworn, did say that they are the Mayor and City 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 Mayor and City Clerk acknowledged said instrument to be the free act and deed of said municipal corporation by it and by them voluntarily executed. TWIN TREES, LLC Title: e4rsT" 7L - NANCY HIGBY COMMISSION N0.788229 MY COMMISSION EXPIRES 'owe STATE OF IOWA Notary Pylic AO"' d'DUSTIN THORSON Zr COMMISSION NO. 740501 ) SS. */owA * MYCCOMII,ISSION EXPIRES 2 COUNTY OF BLACK HAWK Acknowledged before me on e, /f asof Twin Trees, LLC. 3 ,2019 by Uri4:et CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements constructed or to be constructed and the market value assigned to the land upon which the improvements have been constructed or 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 and building upon completion of the development shall not be less than One Million One Hundred Ninety -Six Thousand Four Hundred Twenty Dollars ($1,196,420.00). or for Black Hawk County, Iowa 9-3--1� Date STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK Subscribed and sworn to before me ,),At Koenigsfeld, Assessor for Black Hawk County, Iowa • ADRIENNE MILLER COMMISSION NO. 809109 MY COMMISSION EXPIRES FEBRUARY 23, 2021 otary Public , 2019, by T.J.