HomeMy WebLinkAboutMichael's Storage Manufacturijng, Inc.-Development Agreement-08.27.2007 -60 410. a07- 72 3
DEVELOPMENT AGREEMENT
This Agreement is made and entered into thisg ? day of/k, (A Sr , 2007,
by and between Michael's Storage Manufacturing, Inc. (the "Company") and 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 total good and welfare of the community to provide
financial incentives so as to encourage that goal, and
WHEREAS, Company is willing and able to renovate an existing building on
property (the "Property") located in the Rath Urban Renewal and Redevelopment Plan
area, which Property is generally described as the former Alstadt Langlas Bakery at
1420-1422 Mulberry Street and legally described on Exhibit "A" attached hereto.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, Company and City agree as follows:
1. Improvements by Company. Company shall renovate the former bakery
building upon the Property and construct related landscaping and parking (collectively,
the "Improvements"), all of which shall be located approximately as described and
shown on the site plan attached hereto as Exhibit "C". The Improvements shall be
constructed in accordance with all applicable City, state, and federal building codes and
shall comply with all applicable City ordinances. The parties acknowledge that the
Project (as defined below) may be undertaken in more than one phase. It is
contemplated that the taxable value of the building (including the real property
assessment) will be approximately $300,000 upon completion of all phases. The
Property, the Improvements, and all site preparation and development-related work to
make the Property usable for Company's purposes as contemplated by this Agreement
are collectively referred to as the "Project".
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2. Development Incentives. As an inducement to Company to make the
Improvements and to undertake the Project, the City will provide the following
incentives to Company:
a. The City shall make an economic development grant (the "Grant") to the
Company in the amount of $50,000 for the Project, to allow Company to
purchase adjoining real property located at 1421 Lafayette Street,
Waterloo. Said property shall be demolished for purposes of the Project.
City shall make the Grant payment within ten (10) days after Company
provides written notice to City that Company's conditions to closing have
been satisfied and Company is ready to close on the purchase of 1421
Lafayette Street.
b. The City shall convey to Company for the sum of $1.00 the former excess
railroad property described on Exhibit "B" attached hereto (the
"Contributed Property"), which property lies within the block bounded by
Elm Street to east, Lafayette Street to south, Mulberry Street to north, and
Lane Street to west. Conveyance shall be by quit claim deed delivered
within thirty (30) days after Company closes on the purchase of 1421
Lafayette Street. Company shall be responsible, at its sole cost and
expense, for obtaining a legal description of the Contributed Property from
a registered land surveyor.
c. If, by December 31, 2007, Company is unable to acquire good and
merchantable title to and complete possession of the property at 1421
Lafayette Street, then no later than January 15, 2008 Company shall
return the Grant to City and shall reconvey the Contributed Property to the
City by quit claim deed, free and clear of any liens or encumbrances
arising by or through Company. Upon Company's completed
performance of such acts, this Agreement shall be deemed null and void
ab initio.
3. Construction; Reversion. The parties agree that Company's
commitment to construct the Improvements in timely fashion constitutes a material
inducement for the City to make the Grant and to convey the Contributed Property to
Company and that without said commitment City would not have made the Grant or
conveyed the Contributed Property. Company must obtain a building permit and begin
rehabilitation within six (6) months from the date the Grant is conveyed. If, after the
expiration of six (6) months from the date of the grant conveyance, Company has not
begun in good faith the rehabilitation of the building described above upon the Property,
Company must repay the Grant in full to the City. If rehabilitation has not begun at the
end of 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
rehabilitation of the building. If rehabilitation has commenced within the five-year period
and is stopped and/or delayed, Company shall have twenty-four (24) months from the
date of substantial stoppage or delay to resume construction or the Grant amount shall
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be repaid back to the City. The same terms shall apply to the reversion of the land
conveyance, if said land conveyance has taken place. In lieu of land reversion,
Company may agree to pay the City, as the balance due for the Property, a price equal
to the product of (x) $0.50 and (y) the number of square feet in the Property rounded to
the nearest whole number, which sum shall be due and payable in full no later than
thirty (30) days following expiration of the 24-month period. In any event that title to the
Property shall revert to the City, Company agrees to promptly execute all documents or
take such other actions as the City may reasonably request to effectuate said reversion.
All work in the phased plan of Exhibit "C" shall be completed within a 5-year period
ending December 31, 2011.
4. Minimum Assessment Agreement. Company acknowledges and
agrees that it 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.
Company further agrees that prior to the date set forth in Section 2 of Exhibit "D" it will
not seek or cause a reduction in the taxable valuation for the Property, which shall be
fixed for assessment purposes, below the amount of $300,000 ("Minimum Actual
Value"), through:
(i) willful destruction of the Property, the 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 said attached Exhibit "D" at the closing.
5. Tax Rebates. The City agrees to property tax rebates as follows:
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
f. Year Six- 100% rebate
g. Year Seven - 100% rebate
h. Year Eight - 100% rebate
i. Year Nine - 100% rebate
j. Year Ten - 100% rebate
for any taxable value over the January 1, 2007 value of $137,820.00.
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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 of 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 all phases of the
Improvements and not a prior year for which the assessment is based solely upon the
value of the Property or upon the value of the Property and a partial value of the
Improvements due to partial completion of the Improvements or a partial tax year.
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 or judgment.
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. 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.
9. Notices. Any notice under this Agreement shall be in writing and shall be
delivered in person, by overnight delivery 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) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, facsimile
number 319-291-4571, Attention: Mayor, with copies to the City Attorney and
City Planner.
(b) if to Company, to Michael's Storage Manufacturing, Inc., 54 Lane
Street, Waterloo, Iowa 50703, facsimile number 319-232-8438, Attention:
President.
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
delivery 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.
10. 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 its duly
authorized representative, 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.
11. 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.
12. 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.
13. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
14. 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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15. Entire Agreement. This Agreement, together with the Minimum
Assessment Agreement attached hereto as Exhibit "D" and all other exhibits hereto,
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.
16. 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 written above.
CITY OF WATERLOO, IOWA MICHAEL'S STORAGE M UFAC-
TURING, I
BY: ��..- By:
Timothy J. Hur ayor ichael J. T , sident
Attest: CONNIE M.SNODGRASS
Nancy cke ity tY Clerk
awn
* Commission Number 725391
M omission Egires
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EXHIBIT "A"
Legal IDescription of the Property
Lot 1, Lot 2, Lot 3, the South 40 feet of Lot 4, the South 40 feet of Lot 5, the East 40
feet of Lot 7, Lot 8, Lot 9, and Lot 10, except those parts of Lots 9 and 10 lying within
railroad right-of-way, and the East 220 feet of the vacated alley, all in Block 14, Lane &
Fowler's 2nd Addition, City of Waterloo, Black Hawk County, Iowa.
EXHIBIT "B"
Description of the Contributed Property
Former railroad property lying within Lots 9 and 10, Block 14, Lane & Fowler's 2nd
Addition, City of Waterloo, Black Hawk County, Iowa.
Exhibit C: Site Plan
Phase I
1. Tear down house at 1421 Lafayette). New Roof on section 9
2. Resurface floor in section 9 for show room space
3. Install all new windows along Lafayette.
4. Remove overhead door#2 and replace with double glass doors and foyer
5. Remove overhead door#1, block up and install window and entry door
6. Replace all windows in section#7
7. Install new bathrooms in section 9 (showroom)
8. Remove overhead #3 and replace with entry door
Phase II
1. Landscape Lafayette street side
2. Re-pave parking lot
3. Install new electrical service
4. Install new heating and air conditioning
Phase III
1. New interior walls in section 9 (showroom)
2. Put vertical steel siding in keeping with the look of modem construction up on Lane street side,
Lafayette side and on portion 7 of elm street side.
4. Construct new exterior wall closing off section 3, see diagram
5. Demolish all of section 3 leaving the new wall constructed as new exterior wall
6. Install vertical steel siding new wall along remaining wall running along Elm Street see diagram
7. Remove second story above section#2 along Mulberry street side and install roof, siding and
windows.
MULBERRY BTREET‘GIDE
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EXHIBIT "D"
MINIMUM ASSESSMENT AGREEMENT
THIS MINIMUM ASSESSMENT AGREEMENT, dated as of this day of
, 2007, by and among the City of Waterloo, Iowa ("City"), Michael's
Storage Manufacturing, Inc, ("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 "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
"Rath Urban Renewal and Redevelopment Plan" area.
WHEREAS, pursuant to Iowa Code section 403.6, as amended, the City and the
Developer desire to establish a minimum actual value for the land and improvements
constructed thereon pursuant to the Agreement and applicable only to the
development, which shall be effective upon substantial completion of the development,
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
development only; and
WHEREAS, the City and the Assessor have reviewed the preliminary plans and
specifications for the improvements which it is contemplated will be erected as a part of
the development;
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 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 $300,000 ("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, 2011.
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,
2026. Nothing herein shall be deemed to waive the Developer'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 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, 2027.
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 MICHAEL'S STORAGE M UFAC-,
TURING, IN . 1`
By: By.
imothy J. H , Mayor Michael . Th m� ident
Attes : C� .4 ' s� CONNIE M.SNODGRASS
Commission Number 725391
Nancy cke i Clerk My omission Expires
a+,H J-v0
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STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
On this 2 day of Uf , 2007, before me, a Notary Public in
and for the State of Iowa, personally ' ppeared 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
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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.
of ry Public
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on , 2007, by
Michael J. Thoma as President of Michael's Storage Manufacturing, Inc.
Notary Public, State of Iowa
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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) 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 )
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on , 2007, by
, Assessor for Black Hawk County, Iowa.
Notary Public