HomeMy WebLinkAboutAMA Real Estate, LLC-11/23/2015I
1111 01 I0 1 1101 ll 10111011 III0 110 Ol 01101111
Ooo ID 006922890012 Type GEN
Reoorded: 12/08/2015 at 10:16 32 AM
Fee Amt: $64.00 Page 1 of 12
Blaok Flawk County Iowa
SANDIE L. SMITH REGOADER
F11e2016_0001044 1
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Prepared bv Christopher S. Wendland, P0. Box 596 Waterloo, JA 50704 Phone (319) 234-5701
DEVELOPMENT AGREEMENT
Th)s Development Agreement (the "Agreement") is entered into as of
,2015 by and between AMA Real Estate, L.L.C. (the "Company")
and the City of Waterloo, Iowa (the "City").
RECITALS
City considers economic development withiri the City a benefit to the
commuriity and is willing for the overall goad and welfare of the
community to provide financial incentives so as to encourage that goal.
B. Company is wilting and able to finance and undertake renovation and/or
construction of a building and related improvements on property that it wil!
acquire, legalty described on Exhibit "A" (the "Property"), Iocated in the
Airport Area Development PIan Area.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties agree as foliows:
1. Improvements by Company. Company has purchased or will purchase
the Property, Iacated at 3070 W. Airline Highway, Waterloo. Company shall renovate
the Property for general office and Iight manufacturing purposes to expand its
operations and shall make related parking, landscape, and other improvements to the
building and grounds (the "lmprovements"). The Improvements shall be constructed in
accordance with all applicable City, state, and federal buliding codes andshall comply
with all appflcable City ordinances and other applicable Iaw. The lmprovements and all
site preparation and development-retated work as contemplated by this Agreement are
collectively referred to as the "Project".
2. Timeliness of Construction. The parties agree that Company's
commitment to undertake the Project and to construct the Improvements in a timely
manner constitutes a material inducement for the City to extend the development
incentives provided for in this Agreement, and that without said commitment City would
not have done so. Company must complete construction of Improvements on the
Property by December 31, 2016 (the "Project Completion Date"). If development has
commenced but 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 Company, the requirement that construction is to be completed by the Project
Completion Date shall be tolled for a period of time equal to the period of such
stoppage or detay, and thereafter if construction is not completed within the allowed
period of extension the City may terminate this Agreement foliowing Company's failure
to diligently undertake construction within thirty (30) days foliowing written notice of
default from City. If at any time Company fails to diligently undertake construction and
other activities necessary for completion of the Froject, then City may terminate this
Agreement foliowing Company's failure to resume and diligently carry on construction
within thirty (30) days foliowing written notice of default from City.
3. Water and Sewer. Company will be responsible for extending water and
sewer service to any Iocation on the Property and for payment of any associated
connection fees, if such extensions are necessary.
4. City Purchase of Excess Property. Within sixty (60) days after
Company's purchase of the Property, at Company's sole option City will purchase from
Company that portion of the Property described on Exhibit "B" attached hereto (the
"Excess Property"), consisting of approximately 6.06 acres. The purchase price for the
Excess Property will be $454,500.00, payable in fuJi at closing. No iess than fourteen
(14) days prior to the anticipated date of ciosing, Company shali, at its own expense,
deliver to City an updated abstract of title. If title is unmarketable or subject to matters
not acceptabie to the City, Company shall remedy or remove such objectionable
matters in timely fashion foliowing written notice of such objections from City, or Iieu of
such corrective action Company may terminate the proposed purchase by delivering
written notice of termination to City. At closing, Company shali convey fee simple titie
to the Excess Property by warranty deed, free and clear of aU Iiens, claims or
encumbrances except: (a) easements, conditions, and restrictions of record which do
not, in City's reasonable opinion, interfere with City's proposed use; (b) current and
future real property taxes and assessments subject to the agreements made herein; (c)
general utility and right-of-way easements serving the Excess Property; and (d)
restrictions imposed by City zoning ordinances and other applicable iaw.
5. Company Option to Purchase. For a period of three (3) years after the
closing date of City's purchase of the Excess Property from Company (the "Option
Period") under paragraph 4 above, Company shail have an option to repurchase the
easterly two acres thereof at a price of $75,000.00 per acre. Company shall exercise
its option, if at all, by dehvery of written notice to City no later than thirty (30) days
before the expiration of the Option Feriod. The parties wili enter into a purchase
agreement that provides, among other terms, for delivery of fee simple titie to Company
by special warranty deed. The option provided for in this paragraph is exercisable only
by Company and may not be assigned without the prior written consent of City, which
consent shall not be unreasonabiy withheid.
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6. Tax Rebates. Provided that Company has completed the lmprovements
as set forth herein, City agrees to rebate property tax (with the exceptions rioted below)
for a period of five (5) years at 50% per year for any taxable value over the January 1,
2016 value of the Property, tess the Excess Property, which value is anticipated to be
set bythe county assessor at $1,230,640 for both land and buildings. Rebates are
payable in respect of a given year only to the extent that Company has actuatly paid
general property taxes due and owing for such year. To receive rebates for a given
year, Company must, within twetve (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, or the rebate will be forfeited at City's option. The first year in which a rebate may
be given ("Year One") shall be the first full year for which the assessment is based on
the compteted value of the lmprovements and not a prior year for which the
assessment is based solely on the value of the land or on the vatue of the land and a
partial value of the lmprovQments, due to partial completion of the tmprovements or a
partial tax year.
The assessed value ofthe Property as a result ofthe Improvements must
be increased by a minimum of 1 O% and must increase the annuat tax by a minimum of
$500.O0. This rebate program is not appticable 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 applicabte law.
7. Obligations Contingent. Each and every obligation of City under this
Agreement is expressly made subject to and contingent upon City's completion of alt
procedures, hearings and approvals deemed necessary by City or its tegal counsel for
amendment ofthe urban renewal plan appticabte to the Property and/or project area, all
of which must be compteted within 180 days from the date this Agreement is approved
by the City councit. If such completion does not occur, then this Agreement shat! be
deemed canceted and shalt be nult and void.
8. Minimum Assessment Agreement. Company acknowtedges and
agrees that it will pay when due alt taxes and assessments, general or speciat, and all
other lawful charges whatsoever levied upon or assessed or ptaced 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, betow the amount of $1 ,230,640.O0 (the
"Minimum Actual Vatue"), through:
(i) willfut destruction of the Property, tmprovements, or any part of
either;
(ii) a request to the assessor of Black Hawk County; or
(Di) any proceedings, whether administrative, legat, or equitable, with
any administrative body or court within the City, Black Hawk County, the State of
lowa, or the federat government.
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Company agrees to sign the agreement attached as Exhibit "C" at closing.
9. Representations and Warranties of City. City hereby represents and
warrants as foltows:
A. City is not prohibited from consummating the transaction
contemplated in this Agreement by any Iaw, regulation, agreement, instrument,
restriction, order orjudgment.
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.
10. Representations and Warranties of Company. Company hereby
represents and warrants as foliows:
A. Company is not prohibited from consummating the transaction
contemplated in this Agreement by any law, regulation, agreement, instrument,
restriction, order orjudgment.
B. Company is duly organized, validly existing, and in good standing
under the laws of the state of its organization and is duly qualified 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.
11. 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 materiat 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
acknow!edges that without such promises, covenants, representations, and warranties,
Gity would not have entered this Agreement. Upon breach of any promise or oovenant,
or in the event of the incorrectness or faisity 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.
12. 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:
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(a) ifto City, at715 Mulberry Street, Waterlao, Iowa 50703, facsimile
number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the
Community Planning and Deveiopment Director.
(b) if to Company, at 2840 Burton Avenue, Waterloo, iowa, 50703,
facsimile number 319-291-3072, Attention: Adam D&agardelle.
Delivery of notice shali be deemed to occur (i) on the date of delivery when delivered in
person, (U) one (1) business day foilowing deposit for overnight delivery to an overnight
air courier service which guarantees next day delivery, (iU) three (3) business days
foliowing the date of deposit if maiied by United States registered or certified mali,
postage prepaid, or (iv) when transmitted by facsimiie 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.
13. No Joint Venture. Nothing in this Agreement shail, or shail be deemed
or construed to, create or constitute any joint venture, partnership, agency,
employment, or any other reiationship between the City and Company nor to create any
iiabiiity for one party with respect to the habihties or obhgations of the other party or any
other person.
14. Amendment, Modification, and Waiver. No amendment, modification,
or waiver of any condition, provision, or term of this Agreement shall be vaiid or of any
effect uniess made in writing, signed by the party or parties to be bound or by the duiy
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 shali not affect or impair any rights arising from any subsequent
default.
15. Severabiiity. Each provision, section, sentence, ciause, phrase, and
word of this Agreement is intended to be severabie. if any portion of this Agreement
shati be deemed invalid or unenforceabie, whether in whoie or in part, the offending
provision or part thereof shafl be deemed severed from this Agreement and the
remaining provisions of this Agreement shail not be affected thereby and shail continue
in fuJi f�rce and effect. if, for any reason, a court finds that any portion of this
Agreement is invalid or unenforceabie as written, but that by Jimiting such provision or
portion thereof it would become vahd and enforceable, then such provision or portion
thereof shau be deemed to be written, and shall be construed and enforced, as so
hmited.
16. Captions. All captions, headings, or tities in the paragraphs or sections
of this Agreement are inserted oniy as a matter of convenience and/or reference, and
they shali in no way be construed as limiting, extending, or describing either the scope
or intent of this Agreement or of any provisions hereof.
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17. Binding Effect. This Agreement shalt be binding arid shalt inure to the
benefit of the parties and their respective successors, assigns, and tegal
representatives.
18. Counterparts. This Agreement may be executed in one or more
counterparts, each ofwhich shall be deemed an original and all ofwhich, taken
together, shall constitute one and the same instrument.
19. Entire Agreement. This Agreement constitutes the entire agreement of
the parties and supersedes alt prior or contemporaneous negotiations, discussions,
understandings, or agreements, whether oral or written, with respect to the subject
matter hereof.
20. Time of Essence. Time is of the essence af 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 AMA REAL ESTATE, L.L.C.
By:
Ernest G. Clark, Mayor
Attest:
Suzy Sctjares, City Cterk
6
I1') ) »?//f
By: /L7i
Adm DetagdeIIe, President
EXHIBIT 'A"
Legal Description of Property
3070 W. Airlirie Highway, Waterloo, legaily described as:
UNPLATTED WATERLOO EAST PART SE SEC 5 T 89 R 13 COM AT PT 7438 FT W & 126 FT N
OF SE COR SAID SEC 5 TH W PAR TO & 126 FT N OF 5 LINE 1790.78 FT TI -i N 393.76 FT TO S
LINE 1 C RR TH ELYALONG SLY RT OF WAY LINE 1 C RR 1791.74 FT TO PT 84.34 FT NWLY
FROM E LINE SAID SEC TH SLY 335.97 FT TO BEG EXC THAT PART DESC AS COM AT PT
ON 5 LINE SAID SE WHICH 5 1865.16 FT W OF SE COR SAID SE TH N 126 FT TO PT OF BEG
TH CONT N 393.76 FT TO SLY LINE OF C C & P RR TH 5 88 DEG 08 MIN 45 SEC E 223.62 FT
ALONG SAID SLY LINE TH S 386.45 FT TO PT WHICH 15 126 FT N OF 5 LINE SAID SE TH W
223.5 FT TO PT OF BEG.
EXHIBIT "B"
Legal Doscription of Excess Property
(formal description to be determined by survey)
,\ piat. ef RincI " a part of the Southeast Quarter (SE 1/4) of Section Five (Sec. 5), Township Eighty -
Nine North (T89N), Range Thirteen West (R13W) of the Fifth Principal Meridiari (Sth PM) iri the City of
Waterloo, B!ack Hawk County, Iowa, described as foliows:
Commencing at the Southeast corner of said Section Five; thence North 90 degrees 00 minutes West
1,865.16 feet along the south line of said Section Five; thence North 00 degrees 00 minutes East 126 feet
to the northerly right-of-way line of West Airline Highway (formerly US Highway No. 20); thence continuing
North 00 degrees 00 minutes East 393.76 feet to the south line of the Chicago, Central and Pacific
Railroad right-of-way; thence South 88 degrees 09 minutes East 223.62 feet (South 88 degrees 08
minutes 45 seconds 223.62 feet as recorded in document Land Deed 562 730) to the point of beginning;
thence South 00 degrees 00 minutes 386.45 feet (South 00 degrees 386.45 feet per Land Deed 562 730)
to the aforesaid north right-of-way line of West Airline Highway; thence North 90 degrees 00 niinutes East
704.00 feet along said north right-of-way line; thence Ndrth 00 degrees 00 minutes East 363.80 feet to the
aforesaid south line of the Chicago, Central and Pacific Railroad right-of-way line; thence North 88
degrees 09 minutes East 704.37 feet along said railroad right-of-way line to the point of beginning
containing approximately 606 acres (264,120.7 square feet).
EXHIBIT "C"
MINIMUM ASSESSMENT AGREEMENT
Jhis Miriimum Assessmerft Agreement (the "Agreement") is entered into as
'\ 35/ , 2015, by and among the CITY OF WATERLOO, IOWA ('City"),
AMA Real Estate, L.L.C. ("Compariy"), and the COUNTYASSESSOR of the City of
Waterloo, !owa ("Assessor").
WITNESSETH:
WHEREAS, on or before the date hereof the City and Company have entered
into a development agreement (the "Development Agreement") regardirig certain real
property, described in Exhibit "A" thereto, Iocated in the City; and
WHEREAS, it is contemplated that pursuant to the Development Agreement, the
Company will undertake the development of an area ("Project") within the City and
within the Airport Tax Increment Finance District; 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 buitding(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 buitdings 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 contemptate
will be erected as a part of the Project.
NOW, THEREFORE, the parties hereto, in consideration ofthe promises,
covenants, and agreements made by each other, do hereby agree as foliows:
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 shati not be Iess than $1 ,230,640.00 (the "Minimum Actual Value")
until termination of this Agreement. The parties hereto agree that construction of the
Improvements will be substantialty compteted on or before December 31, 2016.
2. The Minimum Actual Va!ue herein estabtished shalt be of no further force
and effect, and this Minimum Assessment Agreement shati terminate, on December 31,
2025. Nothing herein shati be deemed to waive the Company1s rights under Iowa Code
§ 403.6, as amended, to contest that portion af any actual value assignment made by
the Assessor in excess of the Minimum Actual Value established herein. In no event,
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however, shall the Company seek ar 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 shafl 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 af the Devetopment Agreement.
5. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the parties, including but not Iimited to future owners of the
Project property.
CITY OF WATERLOO, IOWA
Ernest 0. Clark, Mayor
By: ..
Suzy Sch
res, City Clerk
STATE OF IOWA
)
)ss.
COUNTY OF BLACK HAWK )
On this 3 day of , 2015, before me, a Notary Public in
and for the State of Jowa, personaily appeared Ernest 0. Clark and Suzy Schares, to
me personaily 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 lowa, and that the seal affixed to the foregoing
instrument is the seal of said municipal corporatiori, and that said instrument was
signed and sealed on behalf of said municipal corporation by authority and resolution of
its City Councit, and said Mayor and City Clerk acknowledged said iristrument to be the
free act and deed of said municipal corporation by it and by them voluntarily executed.
AMA REAL ESTATE, L.L.C.
By: 4Li2Z
Adam Delagarc(efle, President
0
0
NANCY 1-HGBY
COMMSSION P40288229
MY CQMMISSION EXPIRES
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Notary Public
STATEOFIOWA )
)ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on 2015 by Adam
Delagardelle as President of AMA Real Estate, LL.C.
ktL C ( .
Notary Public -
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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 foliows: The undersigned
Assessor, being legaily 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, bui!ding and equipment upon completion of the development shail not be
ess than One MiIIion Twa Hundred Thirty Thousand Six Hundred Forty Dollars
($1,230,640) in the aggregate, untiltermination af this Minimum Assessment
Agreement pursuant to the terms hereof.
STATE OF IOWA
COUNTY OF BLACK HAWK
Asse46r for Black Hawk County, Iowa
7T r( )
Date
Subscribed and sworn to before me on /4 - by T.J.
Koenigsfeld, Assessor for Black Hawk County, Iowa.
Notary PubIic
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DEBORAH L. BOECKMANN
Y COMMISSION NO. 15766
MY_OOJIONFXPIRES