HomeMy WebLinkAboutRichard C. Mauer - Development Agreement - 10/16/2006 DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement') is made and entered into this
/ate", dayof 2006, by and between Richard C. Mauer, assignable
to LLC (the "Company"), a dr� the-City of Waterloo, Iowa (the "City").
WHEREAS, 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, and
WHEREAS, Company is willing and able to finance and construct a building and
related improvements on property located in the Martin Road Development Area.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties agree as follows:
1. Sale of Property. On or before December 1, 2006, Company will
purchase the real property described on Exhibit "A" attached hereto (the "Property").
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 a building
consisting of approximately 25,000 square feet, and related landscaping and parking
(the "Improvements"), all of which shall be located on the Property as depicted on
Exhibit "B". 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 buildings upon
completion of the Improvements will be approximately $6,000,000.00.
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.
If Company has not begun in good faith the construction of the Improvements upon the
Property before the end of the 6-month period; this Agreement shall be cancelled. If
construction has not begun at the end said six-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 6-month period and 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 within twenty-four (24) months shall be tolled for a period of time equal to the
period of such stoppage or delay, and thereafter if construction is not completed within
the allowed period of extension this Agreement shall be cancelled.
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 3 of
Exhibit "C" 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
$6,000,000.00 ("Minimum Actual Value") through:
(i) willful destruction of the Property, Improvements, or any part of
either; or
(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 "C" at closing.
5. Property Tax Rebates. Provided that Company has completed the
Improvements as set forth in paragraphs 1, 2 and 3 and has executed the Minimum
Assessment Agreement as set forth in paragraph 4, the City agrees to rebate property
taxes (with the exceptions noted below) as follows:
a. Year One - 50% rebate
b. Year Two - 50% rebate
C. Year Three - 50% rebate
d. Year Four - 50% rebate
e. Year Five - 50% rebate
a. Year Six - 50% rebate
b. Year Seven - 50% rebate
C. Year Eight - 50% rebate
d. Year Nine - 50% rebate
e. Year Ten - 50% rebate
for any taxable value over the January 1, 2006 value. 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.
The taxable value of the Property as a result of the Improvements must be increased by
a minimum of 10% and must increase the annual tax by a minimum of $500.00. 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 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 Improvements and not a prior year for which the assessment is
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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 a partial tax
year.
6. Water and Sewer Service. Water and sanitary service lines shall be
available in the public right of way at no cost to Company. Company shall be
responsible to make necessary connections with said facilities at its own expense and
to pay any connection fee charged by Waterloo Water Works.
7. Environmental and Geo-technical Review. Company may perform at
its own expense any form of environmental or geo-technical investigation it desires. If
Property is subject to matters not acceptable to Company, and if such matters are not
remedied or removed in timely fashion to Company's satisfaction, Company may
terminate this Agreement.
8. 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.
9. 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.
10. No Joint Venture. Nothing in this Agreement shall, or shall be deemed
or construed to, create or constitute any joint venture, partnership, agency,
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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.
11. 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 Community Planning and Development Director.
(b) if to Company, to Richard C. Mauer, 3410 Kimball Avenue,
Waterloo, Iowa 50702, facsimile number 274.8343, Attention:
Richard C. Mauer.
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.
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 of parties to be bound or by its duly
authorized representative, and specifying with particularity the extend 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. 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.
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
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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 upon 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 "C", constitutes the entire
agreement of the parties and supersedes all prior to 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 as of the date first set forth above.
CITY OF WATERLOO, IOWA RICHARD C. MAUER
By / �� �.1�� By:_9 -� A��>
Timothy �ey, Ma Richard C. Mauer
t
Attest: By:
Nancy Eckert, rlily Clerk Title:
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EXHIBIT "A"
Legal description here
EXHIBIT "B"
Site plan here
EXHIBIT °C"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as of
this IYfti day of!Q c 7Li, be r , 2006, by and among the CITY OF
WATEE00, IOWA, ("City"), Richard6. Mauer ("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" hereto, located in the City; and
WHEREAS, it is contemplated that pursuant to said Agreement, the Company
will undertake the development of an area ("Project") within the City and within the
"Martin Road Development 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 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 to this 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 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 shall not be less than $6,000,000 ("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, 2007.
2. The Minimum Actual Value herein established shall be of no further force
and effect, and this Agreement shall terminate, on December 31, 2016. 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. The City shall not
unreasonably withhold its consent to permit the Company to contest its taxable
valuations in full, commencing with the assessment of January 1, 2016.
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.
Timothy J. rleyor
, M
ATTEST:
By:
Nancy ckert ity Clerk
RICHARD C. UER
i.
By: 4Mau
Richard C.
ATTEST:
By:
Title:
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )% ,f
On this _10- day of Vl�°�eX 2006, before me, a Notary
Public in and for the State of Iowa, personally appeared Timothy J. Hurley and Nancy
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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 municipal corporation by it and by them
voluntarily executed.
otaN Public \�
STATE OF IOWA
) ss.
COUNTY OF BLACK HAWK )
Acknowledged before me on oc-f-6p-� [ 3 2006, by Richard
C. Mauer.
-=',SAN cc'', .
18,2007
PCI ✓l t P ��Jh+�R LLy
COMMISSION NO. 196502 Notary Public
a s vMY COMWSS!CN D(PAES
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CERTIFICATION OF ASSESSOR
The undersigned, having reviewed the plans and specifications
improvements to be constructed and the market value assigned to t
the improvements are fo be constructed for the development for the
that the minimum market value contained in the foregoing he land upon which
Agreement a and being Assessmentum the opinion
appears reasonable, hereby certifies as follows: The undersigned
Assessor, being legally responsible for the assessment of the property
development, upon completion of improvements to be made on it and in accordance
with the Minimum Assessment Agreement, certifies that the actual value assigned
e the
such land, building and equipment upon completion of the developmentlnot b
less than Six Million Dollars ($6,000,000.00) in thea assigned to
Minimum Assessment Agreement pursuant to the terms hereof, shall not be
aggregate, until termination of this
Assessor for Black Hawk County, Iowa
Date
STATE OF IOWA )
COUNTY OF BLACK HAWK ss.
Subscribed and sworn to before me on
Assessor for Black Hawk County, Iowa,
Notary Public
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