HomeMy WebLinkAboutMenard, Inc.-Development Agreement ay,F24,7„,f ie/Jda
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DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is entered into as of
, 2002, by and between Menard, Inc. ("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 Logan Plaza 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") upon which the Company
anticipates constructing the Improvements as defined below on a portion of the
Property (the "Company Store Parcel"). Company shall take all steps necessary or
advisable to complete the purchase of the Property and to obtain marketable title
thereto as promptly as possible. In the event that Company does not close on the
purchase of the Property on or before November 30, 2007, then this Agreement shall
be null and void.
2. Improvements by Company. It is anticipated that Company shall
construct on the Property a building consisting of approximately 162,340 square feet,
and related landscape, outdoor storage for building materials, warehousing, and
parking (the "Improvements"), all as set forth on the site plan attached hereto as
"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 or any variances to the applicable City ordinances granted thereto. It is
contemplated that the taxable value upon completion of the land and building for the
Menards project will be $7,000,000.
3. Dirtwork. The parties acknowledge that City has planned a project (the
"Drainage Project") to improve drainage of surface waters in the general vicinity of the
Property toward Virden Creek, which lies to the east and north of the Property. The
Drainage Project consists of work that includes but is not limited to earthwork and
installation of culverts, headwalls, and concrete ditch bottoms. An aerial map and
depiction of the Drainage Project area is attached hereto as "Exhibit C." The parties
further acknowledge that the Drainage Project will require the movement of soil on the
Property and neighboring lands to create ditches for the collection and movement of
surface water and that Company has a need for additional soils to properly construct
the Improvements on the Property. Recognizing the mutual advantages to be realized
by each party in working cooperatively to achieve their respective objectives, the parties
agree as follows:
A. City will obtain all necessary approvals and consents from
regulatory authorities and affected landowners to undertake the Drainage
Project.
B. Company will undertake and perform at its sole cost and expense
all work necessary to excavate, construct, and complete the earthwork and
preliminary grading for the Drainage Project pursuant to the design, plans, and
specifications prepared and provided by City as project # A5 , dated
(the "Specifications"). Company acknowledges that it has
received a complete copy of the Specifications from City, which are voluminous
and for the convenience of the parties are not attached hereto. The work of
Company and its agents shall be done in a good and workmanlike manner and
shall meet or exceed all applicable construction standards. Company shall
remove and dispose of all excess soils from the Drainage Project area when City
has determined in good faith that such soils are not needed for the Drainage
Project. Company may utilize any and all such soils upon the Property for fill,
grading, and otherwise to prepare the Property for construction of the
Improvements. Company may not remove more soil from the Drainage Project
area than is necessary for proper excavation, construction, and completion of
same. Company will provide erosion control as required by applicable law for all
stored soils.
C. Upon completion of the Drainage Project by Company and
acceptance of same by City, City will make a grant to Company in an amount
equal to the cost and expense of labor and materials incurred by Company in
performing and completing said work for the Drainage Project, not to exceed the
good faith estimate made by City at the time the parties agree to commence the
work of said project. Any cost or expense in excess of the grant made by City
shall be the sole liability of Company, unless the parties otherwise provide by
amendment to this Agreement. The parties agree that copies of contractor
invoices and associated lien waivers will constitute sufficient proof of such costs
and expenses and Company's payment of same. City shall have the right to
review the unit prices prior to initiation of this work.
D. In lieu of Ccmpany carrying out the work of the Drainage Project
and in lieu of making the grant provided for in paragraphs B and C above of this
Section 3, City may elect, at its sole option and before Company begins to let
contracts for said work, to undertake and perform all of said work at its sole cost
and expense. In such event City shall work with Company to deliver excess soils
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from the Drainage Project area for Company's use in improving the Property as
contemplated by this Agreement. Company shall be solely responsible, at its
own cost and expense, to remove all delivered soils from the Property that are
not needed by Company to complete the Improvements.
4. Public Improvements. The parties acknowledge that, in connection with
the development contemplated by this Agreement, Heath Street will be extended to the
eastern side of U.S. Highway 63 (also referred to a Logan Avenue) and that the
intersection of Heath Street and U.S. Highway 63 will become a fully signalized
intersection. To facilitate completion of the intersection and to achieve better efficiency
and coordination with other work being done by Company pursuant to this Agreement,
the parties agree as follows:
A. Company agrees to undertake and perform all work (the "Signal
Work") necessary to construct, erect, and install all traffic signals at the
intersection and related poles, armatures, lighting, concrete pads, and wiring.
The work of Company and its agents shall be pursuant to the design, plans, and
specifications prepared and provided by City, shall be done in a good and
workmanlike manner, and shall meet or exceed all applicable construction
standards.
B. Company agrees to undertake and perform all other improvements
reasonably necessary in connection with the development project, including but
not limited to frontage roads, water main, sanitary and storm sewer (collectively,
the "Public Improvements"). The work of Company and its agents shall be
pursuant to the design, plans, and specifications prepared by Company and
approved by City, shall be done in a good and workmanlike manner, and shall
meet or exceed all applicable construction standards.
C. Company shall undertake and perform the Signal Work and the
Public Improvements at its sole cost and expense and at no cost to the City.
5. Timeliness of Construction. It is anticipated that Company shall
substantially complete construction of the Improvements by October 1, 2010. If
Company has not obtained a building permit and begun in good faith the construction of
the Improvements upon the Property by July 1, 2009, this Agreement may be cancelled
at the sole option of City. If construction has not begun by July 1, 2009, 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 July 1, 2009 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
substantially completed by October 1, 2010 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 may be cancelled at the sole
option of City.
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6. 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, after completion of the Improvements and prior
to January 1, 2032, it will not seek or cause a reduction in the taxable valuation for the
Company Store Parcel, which shall be fixed for assessment purposes, below the
aggregate amount of$7,000,000 ("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 "D" at closing.
7. Property Tax Rebates. Provided that Company has completed the
Improvements as set forth in Section 2 and has executed the Minimum Assessment
Agreement as set forth in Section 6, the City agrees to rebate property taxes (with the
exceptions noted below) each fiscal year for ten consecutive years, starting in "Year
One" (defined below). Rebates will be in an amount equal to one hundred percent
(100%) of property taxes for any taxable value over the January 1, 2007 value of
$74,360.00. 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, subject
to the further limitations of the next paragraph. The City will pay rebates semi-annually.
The taxable value of the Property as a result of the Improvements must be
increased by a minimum of 10°%o 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 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.
Rebates shall not be payable with respect to any outlots that Company may sell
or improve. Rebates are payable only with respect to property taxes paid on the
Company Store Parcel for Company's facility as depicted on Exhibit "B" hereto. If the
Property consists of excess land that Company intends to sell or lease to third parties,
the parties agree to cooperate with the county assessor to identify the area comprising
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the Company Store Parcel and to create an appropriate tax parcel for assessment,
payment, and rebate of property taxes as contemplated by 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. 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.
(b) if to Company, to Menard, Inc., 4777 Menard Drive, Eau Claire,
Wisconsin 54703, facsimile number 715-876-5960, Attention: Vice President of
Real Estate, with a copy'to the Senior Corporate Counsel.
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
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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.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. Entire Agreement. This Agreement and the exhibits hereto, including but
not limited to the Minimum Assessment Agreement attached hereto as Exhibit "D",
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.
17. Time of Essence. Time is of the essence of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Development
Agreement as of the date first set forth above.
CITY OF WATERLOO, IOWA MENARD, INC.
By: By: �' -��QC12011
Timothy J. H , Mayor Mary ProchaPresident
Atte : G�
Nan y Eck ity Clerk
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EXHIBIT "A"
Legal Description of Property to be Improved
ALL THAT PART OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER
OF SECTION 12, TOWNSHIP 89 NORTH, RANGE 13 WEST OF THE FIFTH PRINCIPAL
MERIDIAN, BLACK HAWK COUNTY, IOWA, DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF SAID SW 1/4 OF THE SW 1/4;
THENCE N 0°54'20" W ALONG THE EAST LINE OF SAID SW 1/4 OF THE SW 1/4 A
DISTANCE OF 33.00 FEET TO THE NORTH RIGHT OF WAY OF DONALD STREET;
THENCE N 89°55'15" W A DISTANCE OF 33.00 FEET TO THE WEST RIGHT OF WAY OF
EAST 4TH STREET AND THE SOUTHEAST CORNER OF PARCEL "F" (RECORDED AS
DOC. 2004 22550); THENCE N 0°54'20" E 508.48 FEET ALONG THE SAID WEST RIGHT
OF WAY TO THE NORTHEAST CORNER OF PARCEL "E" (RECORDED AS DOC. 2003
33301) AND THE POINT OF BEGINNING; THENCE N 89°55'30" W 628.15 TO THE
NORTHWEST CORNER OF SAID PARCEL "E"; THENCE N 0°38'48" W 129.41 FEET;
THENCE S 89°09'36" W 201.09 FEET; THENCE N 0°50'24" W 28.00 FEET; THENCE S
89°09'36" W 180.00 FEET; THENCE N 0°50'24" W 81.00 FEET; THENCE S 89°09'36" W
29.00 FEET TO THE SOUTHEAST CORNER OF LOT 1, LOGAN PLAZA FIRST
ADDITION, WATERLOO, BLACK HAWK COUNTY, IOWA; THENCE N 0°49'S1" W
297.30 FEET ALONG THE EAST LINE OF LOT 1 AND LOT 2 OF SAID ADDITION;
THENCE N 89°10'09" E 63.05 FEET ALONG THE SOUTH LINE OF TRACT A IN SAID
ADDITION TO THE SOUTHEAST CORNER OF SAID TRACT A; THENCE N 0°50'O1" W
239.29 FEET ALONG THE EAST LINE OF TRACT A AND LOT 3 OF SAID ADDITION TO
THE NORTHEAST CORNER OF SAID LOT 3 AND THE NORTH LINE OF THE SW 1/4 OF
THE SW 1/4; THENCE S 89°38'08" E 973.47 FEET ALONG SAID NORTH LINE TO THE
WEST RIGHT OF WAY OF EAST 4TH STREET; THENCE S 0°55'31" E 776.94 FEET
ALONG SAID WEST RIGHT OF WAY TO THE POINT OF BEGINNING, CONTAINING
16.681 ACRES, AND IS SUBJECT TO EASEMENTS AND RESTRICTIONS OF RECORD.
AND
THE NORTH 120 FEET OF THE SOUTH 136 FEET OF THE WEST 363 FEET OF THE
NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 12, TOWNSHIP
89 NORTH, RANGE 13 WEST OF THE 5TH P.M., IN THE CITY OF WATERLOO, BLACK
HAWK COUNTY, IOWA, EXCEPT LEGAL HIGHWAYS.
AND
ALL THAT PART THE THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER
OF SECTION 12, TOWNSHIP 89 NORTH, RANGE 13 WEST OF THE FIFTH PRINCIPAL
MERIDIAN, BLACK HAWK COUNTY, IOWA, LYING SOUTH OF RALSTON ROAD AS
ESTABLISHED BY 420 DEEDS 475 EXCEPT THE NORTH 120 FEET OF THE SOUTH 136
FEET OF THE WEST 363 FEET THEREOF AND EXCEPT THE EAST 33 FEET THEREOF
AND EXCEPT THAT PART THEREOF CONVEYED T THE STATE OF IOWA IN 547 LD
447 AND FURTHER EXCEPT PARCEL "D" IN PLAT OF SURVEY DOC. #2003-05489.
AND
A PART OF THE NE '% SW % SECTION 12, T-89-N, R-13-W OF THE FIFTH PRINCIPAL
MERIDIAN, BLACK HAWK COUNTY BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT THE S % CORNER OF SAID SECTION 12; THENCE N 00°53'50"W
ALONG THE EAST LINE OF SW % OF THE SAID SECTION 12, 1310.50 FEET TO THE
POINT OF BEGINNING.
THENCE S89°38'06"W, ALONG THE SOUTH LINE OF THE NE % SW % OF SAID
SECTION, 1297.78 FEET TO THE EAST RIGHT OF WAY LINE OF E. 4TH STREET;
THENCE N00°55'45"W ALONG SAID EAST RIGHT OF WAY, 667.02 FEET; THENCE
S89°56'50"E, 1032.27 FEET; THENCE S65°38'15"E, 294.10 FEET TO THE EAST LINE OF
THE NE % SW % OF SAID SECTION; THENCE S00°53'50"E, ALONG SAID EAST LINE,
536.47 FEET TO THE POINT OF BEGINNING.
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EXHIBIT "B"
Site Plan
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EXHIBIT "C"
Aerial map and depiction of Drainage Project area
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EXHIBIT "D"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as of
this day of , 2007, by and among the CITY OF
WATERLOO, IOWA ("City"), Menard, 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 "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 Logan Plaza urban renewal area; and
WHEREAS, 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(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 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 $7,000,000 ("Minimum Actual Value") until
termination of this Agreement. The parties anticipate that construction of the
Improvements will be substantially completed on or before October 1, 2010.
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,
2031. 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. Commencing with the assessment of January 1, 2032, no consent from
the City shall be necessary for the Developer to contest its taxable valuations in full.
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 MENARD, INC.
By: By: (--\sw.0(
�✓
Timothy J. r y, May Mary Prochaska, Vice President
Attes :
Nancy cke ity Clerk
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK ':, )
On this day of - ; 2007, before me, a Notary Public in
and for the State of Iowa, personally 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 municipal corporation by it and by them voluntarily executed.
2
ota Public
3
STATE OF WISCONSIN )
) ss.
COUNTY OF EAU CLAIRE )
Subscribed and sworn to before me on - i "ar7 , 200$, by Mary
Prochaska as Vice President of Menard, Inc.
'-'''" . (/ /3W/iic.,/:/
=g- z. Notary Publi , State of iscon4in
��'`,„,OFW�so��• ! m. i/ s'Tfa4 , 1` er_ilitp' Jz
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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 Seven Million Dollars ($7,000,000) 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
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