HomeMy WebLinkAboutGilmor & Doyle, Ltd - Dev Agmnt - 5.15.2006 DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is made and entered into this
day of Yh� 2006, by and between Gilmor & Doyle, Ltd. (the "Company")
Cedar Skyline Corporation dba Main Street Waterloo (the "Organization"), and the City
of Waterloo, Iowa ("City").
WHEREAS, City considers economic development within the City a benefit to the
community and is willing for the total good and welfare of the community to provide
financial incentives so as to encourage that goal, and
WHEREAS, the Organization is the owner of real property described as Parcels
8913-25-103-014, 8913-25-103-015, and 8913-25-103-016 and legally described on
Exhibit "A" attached hereto (the "Property"), which Property is the subject of a lease
agreement between the Organization and Company, and
WHEREAS, Company has completed renovation and development of a retail
and professional office building (the "Project") on the Property, which is located in the
Downtown Waterloo Urban Renewal and Redevelopment Plan area.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS
HEREINAFTER CONTAINED, Company, the Organization, and City agree as follows:
1. Property Tax Rebates. Provided that Company and the Organization
have executed the minimum assessment agreement as set forth in Section 2, the City
agrees to the following property tax rebates (with the exceptions noted below), starting
in "Year One" and continuing for a period of four (4) years thereafter, for a total of five
(5) years of rebates.
a. Year One - 100% Rebate
b. Year Two - 100% Rebate
C. Year Three - 100% Rebate
d. Year Four - 100% Rebate
e. Year Five - 100% Rebate
for any value over the January 1, 2000 value of $49,700.
A. "Year One" shall be the first full year for which the assessment is
based upon the completed value of the Project and not a prior year for which the
assessment is based solely upon the value of the land or upon the value of the
land and a partial value of the Project, due to partial completion of the Project or
to a partial tax year. The parties acknowledge that the Project has already been
completed; therefore, Year One may be a date prior to the date of this
Agreement, and the rebates provided for herein may be applied retroactively.
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DEVELOPMENT AGREEMENT
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B. The above-described rebate program is not applicable to any
special assessment levy, self-supported municipal improvement district levy,
debt service levy, or any other levy that is exempted from treatment as tax
increment financing under the provisions of applicable law.
The taxable value of the Property as a result of the Project must be increased by
a minimum of 10% and increase the annual tax by a minimum of $500.00.
2. Minimum Assessment Agreement. Company and the Organization
acknowledge and agree that they will pay when due all taxes and assessments, general
or special, and all other charges whatsoever levied upon or assessed or placed against
the Property, and further agree that prior to the date set forth in Section 2 of Exhibit B,
neither of them 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
$300,000.00 Dollars ("Minimum Actual Value"), through:
(i) willful destruction of the Property, 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 and the Organization agree to sign said attached Exhibit "B" at the
closing for the project agreement.
3. 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.
4. Representations and Warranties of Company and Organization.
Company and the Organization each hereby represent and warrant for themselves only,
and not for the other, as follows:
A. Each is not prohibited from consummating the transaction
contemplated in this Agreement by any law, regulation, agreement, instrument,
restriction, order or judgment.
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DEVELOPMENT AGREEMENT
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B. Each is duly organized, validly existing, and in good standing under
the laws of the State of Iowa.
C. Each 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 or the Organization, as applicable.
5. 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 either Company or the
Organization, nor to create any liability for one party with respect to the liabilities or
obligations of the other party or any other person.
6. 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.
7. 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.
8. 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.
9. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
10. 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.
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11. 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.
IN WITNESS WHEREOF, the parties have executed this Development
Agreement as of the date written above.
GILMOR & DOYLE, LTD.
B :
Y 4/?I �y4Y
H C. yle Date
By:
Date
CITY OF WATERLOO, IOWA
By:
Timothy J. rl y, Mayo Date
ATTEST:
/S-66
Nancy Eckert, City Clerk Date
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DEVELOPMENT AGREEMENT
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CEDAR SKYLINE CORPORATION DBA MAIN STREET WATERLOO
nts� a ;gat Date
Sherryl Newton
ATTEST:
s A6�fie�
Mike Butler, ecretar /Treasurer Date
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EXHIBIT "A"
LEGAL DESCRIPTION (PARCELS: 8913-25-103-014, 8913-25-103-015, & 8913-25-103-016)
KNEPPER AND LARMONS SUBDIVISION LOT 6
AND
ORIGINAL PLAT WATERLOO EAST SOUTHWESTERLY 20 FEET LOT 6 BLOCK 14
NORTHEASTERLY 20 FEET SOUTHEASTERLY 100 FEET LOT 7 BLOCK 14 EXCEPT
SOUTHEASTERLY 5 FEET
AND
ORIGINAL PLAT WATERLOO EAST SOUTHWESTERLY 20 FEET NORTHEASTERLY 40 FEET LOT 6
BLOCK 14
ALL IN THE CITY OF WATERLOO, BLACK HAWK COUNTY, STATE OF IOWA.
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EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
THIS MINIMUM ASSESSMENT AGREEMENT, dated as of this l5 day of
Yha ___ 2006, by and among the CITY OF WATERLOO, IOWA, ("City"), Gilmor &
Doy e, Ltd., ("Developer"), Cedar Skyline Corporation dba Main Street Waterloo
("Owner") and the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor").
WITNESSETH:
WHEREAS, on or before the date hereof the City, Owner, and Developer have
entered into a Development Agreement (the "Agreement") regarding certain real
property located in the City; and
WHEREAS, it is contemplated that pursuant to said Agreement, the Developer
will undertake the development of an area ("Project") within the City and within the
"Downtown Waterloo Urban Renewal and Redevelopment Plan."
WHEREAS, pursuant to Iowa Code section 403.6, as amended, the City, the
Developer, and the Owner desire to establish a minimum actual value for the land and
building thereon pursuant to the 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 building as to the Project only; and
WHEREAS, the City and the Assessor have reviewed the preliminary plans and
specifications for the improvements contemplated to be erected as a part of the Project.
NOW, THEREFORE, the parties to this Minimum Assessment Agreement, 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 Project on the property
described in Exhibit "A" attached hereto, the minimum actual taxable value which shall
be fixed for assessment purposes for the land and improvements to be constructed
thereon by the Developer as a part of the Project shall not be less than $300,000.00
("Minimum Actual Value") until termination of this Minimum Assessment Agreement.
The parties hereto agree the construction of the Project will be substantially completed
on or before January 1, 2001.
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,
2011.
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Nothing herein shall be deemed to waive the rights or the Developer or the
Owner under Iowa Code section 403.6(19), 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 Developer or the Owner seek or
cause the reduction of the actual value assigned below the Minimum Actual Value
established herein during the term of this Agreement. The City shall not unreasonably
withhold its consent to permit the Developer or and Owner to contest its taxable
valuations in full, commencing with the assessment of January 1, 2012.
3. This Minimum Assessment Agreement shall be promptly recorded by the
City with the Recorder of Black Hawk County, Iowa, the City paying all costs of
recording.
4. Neither the recitals nor provisions of this Minimum Assessment
Agreement are intended to, or shall be construed as, modifying the terms of the
Agreement between the City, the Developer, and the Owner.
5. This Minimum Assessment Agreement shall inure to the benefit of and be
binding upon the successors and assigns of the parties.
CITY OF WATERLOO, IOWA
By:
imothy J. ey, May
ATTEST:
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By:
Nancy cke ity Clerk
GI OR & D , LTD.
By: I
Ha ry C. oyle
Gilmor & Doyle, Ltd.
CEDAR SKYLINE CORPORATION
DBA MAIN STREET WATE LOO
By-
Sherryl Newton
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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 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
less than Three Hundred Thousand Dollars ($300,000.00).
Assessor for Black Hawk County, Iowa
Date
STATE OF IOWA )
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me by
Assessor for Black Hawk County, Iowa.
Notary Public in and for the State of Iowa
Date
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Taxes Paid: (Note: FY 2003 year first year above $300,000 taxable value).
FY 2003: $13,816
FY 2004: $13,281
FY 2005: $13,681
FY 2006: $16,073
FY 2007: $16,073 (estimated)
Total: FY 2003-2006 is $56,851. This amount would be paid after approval.
FY 2007 would be paid after actual payment of taxes.
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