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HomeMy WebLinkAboutNo Steps, LLC-6/13/2016Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50704 Phone (319) 234-5701 DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of -» 13 , 2016 by and between No Steps, LLC (the "Company") and the City of Waterloo, Iowa (the "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 that it will acquire, legally described on Exhibit "A" (the "Property"), located in the Airport Area Development Plan Area. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Improvements by Company. Company has purchased or will purchase the Property. Company shall renovate the Property for general office purposes to expand its operations and shall make related parking, landscape, and other improvements to the building and grounds (the "Improvements") at an anticipated investment of $600,000. The Improvements shall be constructed in accordance with all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. The Improvements and all site preparation and development -related work as contemplated by this Agreement are collectively referred to as the "Project". Company has long-range plans for a possible future addition, and any such construction project will be the subject of a separate agreement. 2. Timeliness of Construction. The parties agree that Company's commitment to undertake the Project and to construct the Improvements in a timely manner constitutes a material inducement for the City to extend the development incentives provided for in this Agreement, and that without said commitment City would not have done so. Company must construction of Improvements on the Property by December 31, 2016 (the "Project Completion Date"). If development has commenced but 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 by the Project Completion Date 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 the City may terminate this Agreement following Company's failure to diligently undertake construction within thirty (30) days following written notice of default from City. If at any time Company fails to diligently undertake construction and other activities necessary for completion of the Project, then City may terminate this Agreement following Company's failure to resume and diligently carry on construction within thirty (30) days following written notice of default from City. 3. Water and Sewer. Company will be responsible for extending water and sewer service to any location on the Property and for payment of any associated connection fees. 4. Tax Rebates. Provided that Company has completed the Improvements as set forth herein, City agrees to rebate property tax (with the exceptions noted below) for a period of five (5) years at 50% per year for any taxable value over the January 1, 2016 value of $1,370,130. 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. To receive rebates for a given year, Company must, within twelve (12) months after the tax payment due date, submit a completed rebate request to City on the form provided by or otherwise satisfactory to City, or the rebate will be forfeited at City's option. The first year in which a rebate may be given ("Year One") shall be the first full year for which the assessment is based on the completed value of the Improvements and not a prior year for which the assessment is based solely on the value of the land or on the value of the land and a partial value of the Improvements, due to partial completion of the Improvements or a partial tax year. The assessed 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. 5. Obligations Contingent. Each and every obligation of City under this Agreement is expressly made subject to and contingent upon City's completion of all procedures, hearings and approvals deemed necessary by City or its legal counsel for amendment of the urban renewal plan applicable to the Property and/or project area, all of which must be completed within 180 days from the date this Agreement is approved by the City council. If such completion does not occur, then this Agreement shall be deemed canceled and shall be null and void. 2 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. 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. Materiality of Company's Promises, Covenants, Representations, and Warranties. Each and every promise, covenant, representation, and warranty set forth in this Agreement on the part of Company to be performed is a material term of this Agreement, and each and every such promise, covenant, representation, and warranty constitutes a material inducement for City to enter this Agreement. Company acknowledges that without such promises, covenants, representations, and warranties, City would not have entered this Agreement. Upon breach of any promise or covenant, or in the event of the incorrectness or falsity of any representation or warranty, City may, at its sole option and in addition to any other right or remedy available to it, terminate this Agreement and declare it null and void. 9. 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. 3 (b) if to Company, at 3022 Airport Blvd., , Waterloo, Iowa, 50703, facsimile number (319) 234-7702, Attention: Chris Fereday, with a copy to Eric Johnson, Esq., Beecher Law Firm, 620 Lafayette Street, Waterloo, Iowa, 50703. Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (V) 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. A party may change the address for giving notice by any method set forth in this section. 10. 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. 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. AM 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, and legal representatives. 4 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, 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. 17. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA By: �_-'•L_L_ y ,�,'t.z i. C Quentin Hart, Mayor Attest: Suzy Schires, City Clerk 5 No Steps By: — Chris Fereday, Manager EXHIBIT "A" Legal Description of Property 3022 Airport Blvd., Waterloo, legally described as: UNPLATTED WATERLOO EAST PART SW SW SEC 4 T 89 R 13 COM AT SE COR SW SW TH W ALONG S LINE OF SW 1/4 228.3 FT TH N 60 FT TO PT ON N ROW LINE HWY 57 THAT IS PT OF BEG TH N ALONG SAID LINE 338.2 FT TO A PT ON SLY ROW LINE ICRR THAT IS 229.6 FT WLY ALONG SLY ROW FROM PT ON E LINE SW 1/4 TH WLY ALONG SLY ROW LINE A DIST OF 686.79 FT TO A PT 50 FT FROM CENTERLINE AIRPORT ACCESS ROAD TH S ON A LINE PAR WITH AND 50 FT FROM CENTERLINE ACCESS ROAD TO A PT ON N ROW LINE HWY 57 SAID PT BEING 60 FT N OF S LINE SW 1/4 TH E ALONG SAID ROW LINE 677.4 FT TO PT OF BEG EXC COM AT PT ON S LINE SAID SW 1/4 228.3 FT W OF SE COR SW SW TH N 60 FT TO PT OF BEG TH N 338.07 FT (FORMERLY DESC AS 338.2 FT) TO SLY LINE C C & P RR TH NWLY ALONG SAID SLY LINE CURVED CONCAVE SLY CHORD DIST 209.8 FT BEARING N 83 DEG 34 MIN 20 SEC W TH S 361.51 FT TO N LINE AIRLINE HWY TH E 205 FT TO PT OF BEG.