HomeMy WebLinkAboutTwin Tree LLC - Dev Agmnt - 5/13/19 (RECORDED) I IIIIIII IIIIII III IIIII IIIII IIIII IIIII IIIII IIIII IIIII I1111IIIII IIIII IIIII IIII IIII
Doc ID: 009586870011 Type: GEN
Recorded: 07/03/2019 at 01:50:07 PM
Fee Amt: $57.00 Page 1 of 11
Black Hawk County Iowa
SANDIE L. SMITH RECORDER
Fi1e2020_00000274
' o wa—er1o0
Preps d 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
13 , 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
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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.
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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
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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: Andy uart 1- lee,+
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.
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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: • ` By:
Quentin M. Hart, Mayor
Title: CA CZ
Attest: • //'
Kelley Felc +1-, City Clerk
5
EXHIBIT"A"
Lot No. 7 in Block No. 39, except the Southeasterly 6 feet of the Northeasterly 58
feet of said Lot No. 7,and except the Southeasterly 4.5 feet of the Southwesterly 2
feet of said Lot No. 7; Lot No. 10 in Block No. 39, except the Southeasterly 4.5
feet of said Lot No. 10; and that part of vacated Mulberry Street adjacent to Lot
No. 10 in Block No. 39,described as beginning at a point of the Southwesterly
line of Lot No. 10 that is 4.5 feet Northwesterly of the most Southerly corner of
Lot No. 10; thence Northwesterly 1.5 feet along the Southwesterly line of Lot No.
10; thence Southwesterly 2 feet; thence Southeasterly 1.5 feet; thence
Northeasterly 2 feet to the point of beginning, all in the Original Plat on the East
Side of the Cedar River, in the City of Waterloo, Black Hawk County, Iowa; and
Lots Nos. 6, 7, 8 and 9,except the Southeasterly 6 feet of said Lots and except the
Northeasterly 2.5 feet of said Lot 6, all in Manson and Cooleys Subdivision,
Waterloo, East Side of the Cedar River, Black Hawk County, Iowa.
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 TWIN TREES, LLC
BY B '
Quentin M. Hart, Mayor
Title: eA ri---
o
Attest: j / �, '
Kelley Felc j-, City Clerk
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
14'''t
On this I day of , 2019, before me, a Notary Public in
and for the State of Iowa, personally appe red 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.
.77 NANCY HIGH"?
COMMISSION NO.788229 f"
Mf COM►yIISSIOEXPIRES , ,ivy
•ew► rF-3 Z�
Notary P clic
STATE OF IOWA ) oP"`A`8� DUSTIN THORSON
z r COMMISSION NO.740501
ss. * * I f C�pI10418 ON EXPIRES
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COUNTY OF BLACK HAWK )
Acknowledged before me on /1/67 /s , 2019 by -4e/.k✓ U•, lui
as ra of Twin Trees, LLC.
Nolar 'ublic
3
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).
11"
essor for Black Hawk County, Iowa
' 3 / 9
Date
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on .\\i'\ �S 2019, bY T.J.
Koenigsfeld, Assessor for Black Hawk County,
g Iowa.
. . ADRIENNE MILLER
COMMISSION NO.809109
MY COMMISSION EXPIRES
°"" No RlU � V)'U1LAAary Public
Prepared by LeAnn M. Even, Deputy City Clerk, City of Waterloo, 715 Mulberry Street,
Waterloo, IA 50703, (319) 291-4323.
RESOLUTION NO. 2019-3 61
RESOLUTION APPROVING A DEVELOPMENT
AGREEMENT AND MINIMUM ASSESSMENT AGREEMENT
WITH TWIN TREES, LLC, FOR THE REDEVELOPMENT OF
A COMMERCIAL BUILDING LOCATED AT 402-404 E. 4TH
STREET, WITH A TAX REBATE AMOUNT OF 100% FOR A
TERM OF SIX YEARS, WITH A MINIMUM ASSESSMENT OF
$1,196,420, AND AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE SAID DOCUMENT.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, IOWA
that the Development Agreement and Minimum Assessment Agreement dated May 13, 2019,
between Twin Trees, LLC, and the City of Waterloo, Iowa, for the redevelopment of a
commercial building located at 402-404 E. 4th Street, with a tax rebate amount of 100% for a
term of six years, with a minimum assessment of$1,196,420, are hereby approved and the Mayor
and City Clerk are authorized and directed to execute said documents on behalf of the City of
Waterloo, Iowa.
PASSED AND ADOPTED this 1 th
1 3 day of May 2019.
fib ; : a__A_QAealls79---44-17
I. ,f,rivxm..� ,►0 Quentin Hart, Mayor
AT + ST.) / '
// // /
Kelley Fele e
City Clerk
CERTIFICATE
I, Kelley Felchle, City Clerk of the City of Waterloo, Iowa, do hereby certify that the
preceding is a true and complete copy of Resolution No. 2019-361 as passed and adopted by the
City Council of the City of Waterloo, Iowa, on the 13th day of May 2019.
Witness my hand and seal of office this 13th day of May 2019.
/
--,,,4 ". Kelley Felchlef
`" `' City Clerk
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