HomeMy WebLinkAboutYoung Development Company - Dev Agmnt - 9/18/2006 AUG. 17. 2006 11 :51AM WATERLOO BLD INS' 319-291-4262 NO- 2802 P. 2
EXHIBIT "B" � 'i�D, �Vdao —goo/
DEVELOPMENT AGREEMENT
This Development Agreement is entered into as of �Prr�re>r /g , 2006, by
and between Young Development Co., L.C. ("Company"), and the City of Waterloo,
Iowa ("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 is willing and able to finance and construct a building and
related improvements on property located in the Martin Road urban
renewal area.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties agree as follows:
1. Purchase of Property. Company is purchasing the real property
described on Exhibit"A" attached hereto (the "Property"). The purchase price for the
Property is $90,000.00 (the "Purchase Price"), Company shall take all steps necessary
or advisable to complete the purchase of the Property and to obtain marketable title
thereto.
2. Improvements by Company. Company shall construct on the Property a
building consisting of approximately 9,600 square feet, and related landscape and
parking (the "Improvements"). The Improvements shall be constructed in accordance
with all applicable City, state, and federal building codes and shall comply with all
applicable City ordinances. It is contemplated that the taxable value of the land and
building will be approximately $450,000.
3. Timeliness of Construction. Company must obtain a building permit
and begin construction within six (6) months from the date the Property is deeded to it
and complete construction of the Improvements within eighteen (18) months thereafter.
If Company has not begun in good faith the construction of the Improvements upon the
Property before the end of the 18-month period; this agreement shall be voided. If
construction has not begun at the end said eighteen-month period, but the development
of the project is still imminent, the City Council may, but shall not be required to, grant
an extension of time for the construction of the Improvements. If construction has
commenced by the end of the 18-month period and is stopped andlor delayed for any
reason, Company shall have twenty-four(24) months, measured from the date of
stoppage, to resume construction. Otherwise, this agreement shall be voided.
AUG. 17. 2006 11 :51AM WATERLOO KID 1VP 319-291-6262 N0. 2802 P. 3
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 January 1, 2022, 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$450,000.00 ("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" at closing.
5. Property Tax Rebates. City agrees, subject to annual appropriation by
the city council, to rebate property taxes with respect to the Property, starting in "Year
One" and continuing until a sum equal to the Purchase Price, plus interest, has been
paid in full by means of such rebates, as described in paragraph 5.8 below.
A. "Year One" shall be the first full year for which the assessment is
based upon the completed value of the Improvements 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 Improvements, due to partial
completion of the Improvements or to a partial tax year.
B. For purposes of this Agreement, interest on the Purchase Price
shall begin to accrue on January 1, 2007, at the rate of five percent (5%) per
annum, and shall continue to accrue at the same rate thereafter until the
Purchase Price and accrued interest thereon have been paid in full. Within sixty
(60) days after the due date of each semi-annual installment of general property
taxes payable by Company in respect of the Property, City shall pay principal
and interest on the unpaid balance of Purchase Price principal and accrued
interest until the Purchase Price and accrued interest thereon have been paid in
full. Payment shall be made in installments equal to one hundred percent
(100%) of the most recent semi-annual installment of general property tax
actually paid by Company in respect of the Property; provided, however, if at the
time of final payment the remaining unpaid balance of Purchase Price and
accrued interest is less than the most recent semi-annual tax installment, then
City shall pay no more than said balance. Notwithstanding the foregoing, if
Company fails to timely remit any installment of property tax, then City shall have
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no duty to make the payment that corresponds with such installment, and no
interest shall accrue on the remaining unpaid balance of the Purchase Price
between the due date of the skipped installment and the date City subsequently
makes payment with respect thereto, the intent being that City shall incur no
additional cost due to Company's failure to timely pay taxes.
C. The above-described rebate program is subject to annual
appropriation of funds by the city council and 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.
6. 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 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.
7. 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 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.
8. 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:
(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.
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AUG. 17. 2006 11 :51AMWA7P,i00 B!D INSP 319-291-4262 NO. 2802 P. 5
(b) if to Company, to Young Development Co., L.C., facsimile number
319-234.4540, Attention: Rick Young.
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, (iii) three (3) business days
following the date of deposit if mailed by United States registered or certified mail,
postage prepaid, or (iv)when transmitted by facsimile so long as the sender obtains
written electronic confirmation from the sending facsimile machine that such
transmission was successful.
9. 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.
10. 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.
11. 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.
12. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, legal representatives,
and future owners of the Property.
13, 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.
14. Entire Agreement. This Agreement, together with the Minimum
Assessment Agreement attached hereto as Exhibit "B", constitutes the entire
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AUG. 11. 2006 11 :52AM WATERLOO BLD 1NSF 319-291-4262 NO, 2802 P. 6
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.
15. Time of Essence. Time is of the essence of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Development
Agreement as of the date first set forth above.
CITY OF WATLRL00, IOWA YOUNG DEVELOPMENT CO., L.C.
By: By:- V�l�
Timothy J. Hurley, Mayor
Attest:
Nancy Eckert, City Clerk
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AUG. 17. 2006 11 :52AM WATERLOO BLD INSP 319-291-4262 N0. 2802 P. 7
EXHIBIT"A"
Legal Description of Property to be Improved
The Southwesterly One Hundred Fifty (150.00) feet of Lot Five (5) ,
South Waterloo Commercial Park, Waterloo, Black Hawk County, Iowa.
AUG. U 2006 11 :52AM WATERLOO BLD !V' 319-291-4262 NO. 2802 P. 8
EXHIBIT°B"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement(the "Agreement") is entered into as of
this day of , 2006, by and among the CITY OF
WATERLOO, IOWA ("City"), Young Development Co., L.C. ("Developer"), and the
COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor").
WITNESSETH:
WHEREAS, on or before the date hereof the City and Developer have entered
into a development agreement(the "Development Agreement') regarding certain real
property, described in Exhibit"A" thereto, located in the City; and
WHEREAS, it is contemplated that pursuant to the Development Agreement, the
Developer will undertake the development of an area ("Project") within the City and
within the Martin Road urban renewal area, and
WHFREAS, pursuant to Iowa Code § 403.6, as amended, the City and the
Developer desire to establish a minimum actual value for the land and the building($)
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 buildings 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 contemplate
will be erected 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. Upon substantial completion of construction of the Improvements by the
Developer, 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 $450,000.00 ("Minimum Actual Value") until
termination of this Agreement. The parties hereto agree that construction of the
Improvements will be substantially completed on or before December 31, 2006.
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,
2021. Nothing herein shall be deemed to waive the Developer's rights under Iowa
AUG. 17. 2006 11 :52AM WATERLOO BLD INSP 319-291-4262 NO. 2802 P. 9
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 Developer 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 to contest its taxable valuations in full, commencing with the assessment of
January 1, 2022.
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, including but not limited to future owners of the
Project property.
CITY OF WATERLOO, IOWA
By:
ATTEST:
Timothy J. Hu Mayor
By:
Nancy ckert, ity Clerk
YOUNG DEVFLOPMENT CO., L.C.
By:
Title: U _T`_--__
ATTEST:
By:
Title:
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AUG. 17. 2006 11 :52AM WATERLOO BLD ;NSP 319-291-4262 NO. 2802 P. 10
STATE OF IOWA )
COUNTY OF BLACK HAWK ) ss.
On this _ 1 day of , 2006, before me, a Notary
Public in and for the State of Iowa, perJTna appeared Timothy J. Hurley and Nancy
Eckert, 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 munici al corporation by it and by them
voluntarily executed.
� I
4aPlic
r
STATE OF IOWA )
COUNTY OF BLACK HAWK ss.
On this tti
the undersigned,nthday of } , 2006, before me,
a Notary Public in and for tt>'e State of Iowa, personally appeared
RICA OL4mg _ and tome
personally known, who b ing by me duly sworn, did say that 'd the
11�— Aand respectively, of
the �� , ecuting the within and foregoingInstrume t to which this is attached;
that aid Instrument was signed on behalf of the " y authority of its Board of
Directors; and that Ynu ti4 and
as officer, acknowledged the execut—IOPof the foregoing Instrument to be the voluntary
act and deed of the corporation, by it and by them voluntarily executed.
SUSAN McDANIEL
COMMISSION N0.739903 _sLdd�lACl__/ LLS.�LSdLJ. y
oc M MISSION EXPIRES Notary Public
w
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AUG. 17. 2006 11 :52AM WATERLOO BLD !NSP 319-291-4262 N0. 2802 P. 11
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 Four Hundred Fifty Thousand Dollars ($450,000.00) in the aggregate, until
termination of this Minimum Assessment Agreement pursuant to the terms hereof.
Assessor for Black Hawk County, Iowa
Date
STATE OF IOWA )
COUNTY OF BLACK HAWK ss.
Subscribed and sworn to before me on 2006, by
Assessor for Black Hawk County, Iowa.
Notary Public