HomeMy WebLinkAboutMako Waterloo Corporation-Development Agreement-01.07.2008 .h.e . �vo8- 7
DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is made and entered into as of
, 2008, by and between MAKO WATERLOO CORPORATION (the
"Company") and the City of Waterloo, Iowa (the "City").
WHEREAS, City considers economic development with 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 finance and rehabilitate the Rath
Administration Building on property (the "Property") located in the Rath Tax Increment
Area and described in Exhibit "A" attached hereto.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS
HEREINAFTER CONTAINED, Company and City agree as follows:
1 . SALE OF PROPERTY. Subject to the terms and conditions of this
Agreement, the City shall convey the Property to Company for the sum of $1 .00. The
City shall convey title to the Property by quit claim deed, free and clear of all
encumbrances arising by or through City except: (a) easements, conditions and
restrictions of record which do not, in Company's opinion, interfere with Company's
proposed use, and other easements, if any; (b) current and future real estate real
property taxes and assessments subject to the agreements made herein; (c) general
utility and right-of-way easements serving the Property; and (d) restrictions imposed by
the City zoning ordinances and other applicable law. Company may obtain whatever
form of title evidence it desires, at its sole expense. If title is unmarketable, or subject
to matters not acceptable to Company, and the City does not remedy or remove such
objectionable matters in timely fashion following written notice of such objections from
Company, Company may terminate this Agreement. City shall convey title within
fourteen (14) days after City completes remediation of asbestos from the Property. As
a condition to closing, Company shall furnish one or more certificates of good standing,
or a reasonable equivalent, to substantiate the representation set forth in Section 12(B)
below. City shall make good faith efforts to secure said approval, but in the absence of
approval the parties agree that the proposed transaction will proceed nonetheless.
1.1 PERFORMANCE CONTINGENCY. Company's duties of performance
under this Agreement after the conclusion or waiver of its due diligence period are
subject to City's completion of activities to remediate asbestos and well hazards on the
Property. In the event that City fails to complete remediation activities by May 1, 2008,
the parties shall be released from further obligation hereunder, and this Agreement
shall be deemed terminated as of said date, unless the Company shall have agreed in
writing to an extension of time for City's performance of said activities.
2. IMPROVEMENTS. Company shall rehabilitate the Rath Administration
Building, consisting of approximately 75,000 square feet, and undertake related
improvements to the buildings and grounds on the Property (collectively, the
"Improvements"); except that, if Company is unable to obtain financing to complete the
DEVELOPMENT AGREEMENT
Page 2
Improvements on terms acceptable to Company, or if Company's pre-construction
environment, financial, or other due diligence reveals any faults or problems with the
Property or Project that Company in its sole discretion deems to be material, Company
may elect to not undertake the Improvements, in which case the Property shall revert to
the City as set forth in Sections 5 and 6 below. Company's due diligence shall be
completed no later than February 29, 2008. The Improvements are to be constructed in
accordance with all applicable City, State, and Federal building codes and be in
compliance with all applicable City ordinances. It is contemplated that the
Improvements should have an estimated value of $1,500,000. The Improvements shall
include the list of items to be performed by the Buyer and Seller as set forth on Exhibit
"B" attached hereto and by this reference incorporated herein. 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".
3. 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, and
further agrees that prior to the date set forth in Section 2 of Exhibit "C", it will not seek
or cause a reduction in the taxable valuation of the Property, which shall be fixed for
assessment purposes, below the amount of $2,250,000 ("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 "C" concurrently with the signing of this
Agreement.
4. TAX REBATES. Provided that Company has completed the
Improvements as set forth in Section 2 above and has executed the minimum
assessment agreement as set forth in Section 3 above, the City agrees to industrial
property tax rebates as follows (with the exceptions noted below):
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
DEVELOPMENT AGREEMENT
Page 3
h. Year Eight - 100% Rebate
Year Nine - 100% Rebate
j. Year Ten - 100% Rebate
for any assessed value over the January 1, 2007 value of $150,730 for the Property.
The assessed value of the Property as a result of the Improvements must be increased
by a minimum of 10% to qualify for the tax rebates. 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. 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 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 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. City
shall pay the rebate to Company within thirty (30) days following the date on which
Company provides City with proof that Company has paid the property tax with respect
to which the rebate is due.
5. TIMELINESS OF PERFORMANCE; POSSIBILITY OF REVERTER. The
parties agree that Company's commitment to complete the Improvements in timely
fashion constitutes a material inducement for the City to convey the Property to
Company and that without said commitment City would not have done so. Company
must obtain a building permit and begin the Improvements within ninety (90) days after
the date that City conveys title for the Property to Company. Company shall complete
the Improvements set forth in Exhibit "B" hereto within twenty-four (24) months of the
date of issuance of the building permit, except that Company's duty to market and lease
the Property for final buildout and development need not be completed within such 24-
month period. Following completion of the Improvements and upon written request
from Company, City will furnish to Company an appropriate written instrument certifying
completion of Improvements and satisfaction of all obligations of the Company under
this Agreement in such form as is reasonably required by Company. If Company has
not begun in good faith construction of the Improvements within said 90-day timeframe,
then the title to the Property shall revert to the City. If construction has not begun within
said 90-day timeframe, 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 and if an extension of granted but construction of the
Improvement has not begun within such extended period, then the title to the Property
shall revert to the City after the end of said extended period. If development has
commenced within an allowed 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 rehabilitation is to be
completed within the 24-month timeframe (or allowed extension thereof), shall be tolled
for a period of time equal to the period of such stoppage or delay, and Company's
obligation to complete rehabilitation within the 24-month timeframe (or allowed
DEVELOPMENT AGREEMENT
Page 4
extension thereof) shall be deemed extended for a period equal to the period of
stoppage or delay, and thereafter if construction is not completed within the period of
deemed extension the title to the Property shall revert to City after the end of said
period.
6. REVERSION OF TITLE. In any event that title to the Property shall revert
to the City pursuant to Section 5 above, Company agrees to promptly execute all
documents, including but not lim ted to a special warranty deed, and to take such other
actions as the City may reasonably request to effectuate said reversion and to deliver to
City title to the Property that is free and clear of any lien, claim, or encumbrance arising
by or through Company. Company shall pay in full, so as to discharge or satisfy, all
liens, claims, charges, and encumbrances on or against the Property. If Company fails
to deliver such documents, including but not limited to the deed, to City within thirty (30)
days of written demand by City, then City shall be authorized to execute, on Company's
behalf and as its attorney-in-fact, the special warranty deed required by this Section 6,
and for such limited purpose Company does hereby constitute and appoint City as its
attorney-in-fact.
Company further agrees that it shall indemnify City and hold it harmless
with respect to any demand, claim, cause of action, damage, or injury made, suffered,
or incurred as a result of or in connection with the Project, Company's failure to carry on
or complete same, or any lien, claim, charge, or encumbrance on or against the
Property of any type or nature whatsoever that attaches to the Property by virtue of
Company's ownership of same. If City files suit to enforce the terms of this Section 6
and prevails in such suit, then Company shall be liable for all legal expenses, including
but not limited to reasonable attorneys' fees. Company's duties of indemnity pursuant
to this Section 6 shall survive the expiration, termination or cancellation of this
Agreement for any reason.
7. NO ENCUMBRANCES; LIMITED EXCEPTION. Until completion of the
Improvements, Company agrees that it shall not create, incur, or suffer to exist any lien,
encumbrance, mortgage, security interest, or charge on the Property, other than such
mortgage or mortgages as may be reasonably necessary to finance Company's
completion of the Improvements and of which Company notifies City in advance of
Company's execution of any such mortgage. Company agrees to promptly pay, satisfy,
or discharge any lien, claim, charge, or encumbrance (other than a permitted mortgage)
of any type or nature whatsoever that attaches to the Property during the period of its
ownership and that arises by, through, or under Company.
8. RESTRICTION AGAINST CONVEYANCE. The parties agree and
acknowledge that City has reviewed the financial standing of Company and its
principals, that such information constitutes a material inducement for City to enter this
Agreement, and that without such representations and assurances City would not have
done so. Company agrees that it will not sell, convey, assign or otherwise transfer its
interest in the Property prior to issuance of the certificate of completion referenced in
Section 5 above, whether in whole or in part, to any other person or entity without the
prior written consent of City, which consent shall not be unreasonably withheld.
Reasonable grounds for the City to withhold its consent shall include but are not limited
DEVELOPMENT AGREEMENT
Page 5
to the inability of the proposed transferee to demonstrate to the City's satisfaction that it
has the financial ability to observe all of the terms to be performed by Company under
this Agreement.
9. ENVIRONMENTAL. Company may, at its own cost and expense, within
the due diligence period provided for in Section 2 above, obtain a report from a qualified
engineer or other person qualified to analyze the existence or nature of any hazardous
materials, substances, conditions or wastes located on the Property. City shall
cooperate in providing reasonable access to Company's inspectors and engineers. In
the event any hazardous materials, substances, conditions or wastes are discovered on
the Property, Company's obligation hereunder shall be contingent upon the removal of
such materials, substances, conditions or wastes or other resolution of the matter
reasonably satisfactory to Company. However, in the event City is required to expend
any sum in excess of $2,500 to remove any hazardous materials, substances,
conditions or wastes, City shall have the option to cancel this transaction and declare
this Agreement null and void. The expense of any action necessary to remove or
otherwise make safe any hazardous material, substances, conditions or waste shall be
paid by City, subject to City's right to cancel this transaction as provided in this
paragraph. City's duty to remove asbestos from the Property is expressly not made
subject to the provisions of this Section 9.
10. NOTICE. All notices, requests, and other communication permitted or
required hereby shall be in writing and shall be effective when delivered to the
addressee in person or when sent to such address by United States registered or
certified mail, return receipt requested, postage prepaid, or by hand delivery, addressed
as follows:
For the City:
Mayor Tim Hurley
City Hall
715 Mulberry Street
Waterloo, Iowa 50703
with copies to the City Attorney and City Planner.
For Company:
Bruce DeBolt, President
MAKO WATERLOO CORPORATION
2330 La Mirada Drive Suite 100
Vista, CA 92081
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, or (iii) three (3) business days
following the date of deposit if mailed by United States registered or certified mail,
postage prepaid.
DEVELOPMENT AGREEMENT
Page 6
11. REPRESENTATIONS AND WARRANTIES OF CITY. City hereby
represents and warrants as follovvs:
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.
12. 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.
13. 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.
14. 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.
15. SEVERABILITY. Each provision, section, sentence, clause, phrase, and
word of this Agreement is intenced 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
DEVELOPMENT AGREEMENT
Page 7
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.
16. 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.
17. BINDING EFFECT. This Agreement shall be binding and shall inure to
the benefit of the parties and their respective successors, assigns, and legal
representatives.
18. 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 anc the same instrument.
19. 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 or contemporaneous negotiations,
discussions, understandings, or agreements, whether oral or written, with respect to the
subject matter hereof.
20. 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 written above.
[signatures on next page]
DEVELOPMENT AGREEMENT
Page 8
MAKO WATERLOO CORPORATION
ByC\6): -7---- if-d",--4-;
Bruce eBolt, President
CITY OF WATERLOO, IOWA
By: /
Timothy J. H r , Mayor
By: / cc--- .0.-A-k-
Nancy ck , ity Clerk
EXHIBIT "A"
Legal Description
Lots 1-12, Block 4, Riverside Addition, City of Waterloo, Black Hawk County, Iowa; and
All of the alley in Block 4, Riverside Addition, City of Waterloo, Black Hawk County,
Iowa.
EXHIBIT "B"
BUYER AND SELLER TERMS AND CONDITIONS
• Buyer to rehabilitate the building according to the Secretary of the Interior's
Standards for Rehabilitation and Guidelines for Rehabilitating Historic Buildings.
All work must be submitted to the State Historical Society of Iowa's State
Historical Preservation Office for review and approval. The Buyer and Seller
must meet the Standards and Guidelines in each of the following bullet items in
this Exhibit "B".
• Seller to remediate and remove all existing asbestos currently present on the site
in accordance with all laws and regulations.
• Buyer to conduct a window condition survey to determine the need to repair,
retrofit, and/or replace the exterior windows of the building to increase the
energy efficiency of the building envelope, and take appropriate action
thereafter.
• Buyer to install a heating system of a sufficient capacity for the building size and
structure.
• Buyer to install a chilled water-cooling system of a sufficient capacity for the
building size and structure.
• Buyer to replace and repair roofing as required.
• Buyer to landscape the property.
• Buyer to install basic infrastructure for a sprinkler system, pending the final
buildout of the building.
• Buyer to install ADA (American Disability Act) compliant restroom facilities.
• Buyer to install primary electrical service to the building, with the capability of
being able to provide at least 200 Amp service, as well as installing a primary
electrical panel.
• Buyer to resurface, seal and stripe the existing parking lot directly behind the
building at the southwest corner of Lafayette Street and Division Street.
Marketing and Leasing of Property: Upon completion of the above items in this
Exhibit "B", the Company shall begin the process of marketing the property and finding
a lessee for the building. This item shall be exempt from the 24-month timeframe as
set forth in the development agreement for completion of the improvements.
Buyer's Due Diligence Period: From the date of a fully executed development
agreement until February 29, 2008.
Escrow Closing Date: Fourteen (14) days after completion of City's asbestos
remediation activities on the site.
EXHIBIT "C"
MINIMUM ASSESSMENT AGREEMENT
THIS MINIMUM ASSESSMENT AGREEMENT, dated as of m
2008, by and among the CITY OF WATERLOO, IOWA, ("City"), MAKO WATERLOO
CORPORATION. ("Developer"), and the COUNTY ASSESSOR of Black Hawk County,
Iowa ("Assessor").
WITNESSETH:
WHEREAS, on or before the date hereof the City and Developer have entered
into a Development Agreement ("Agreement") regarding certain real property legally
described on attached Exhibit "A"; located in the Rath Tax Increment Area; and
WHEREAS, it is contemplated that pursuant to said Agreement, the Developer
will undertake the development of an area (the "Project") within the City and within the
Rath Tax Increment Area; and
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 the buildings
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 buildings 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 rehabilitation of the above-referenced
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 development shall not be less than $2,250,000
("Minimum Actual Value") until termination of this Minimum Assessment Agreement.
The parties hereto agree the construction of the improvements will be substantially
completed on or before July 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
of the twentieth (20th) year after the county assessor first establishes the actual taxable
value of the land and improvements in an amount no less than the Minimum Actual
Value, which the parties agree shall be December 31, 2031, unless this Agreement is
amended to state a different date of termination.
Nothing herein shall be deemed to waive the Developer's rights under Iowa Code
section 403.6(19), as amended, to contest that portion of any actual value assessment
made by the Assessor in excess of the Minimum Actual Value established herein. In no
event, however, shall the Developer seek to reduce 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
following the date of termination of this Agreement as provided in this Section 2.
3. This Minimum Assessment 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 Minimum Assessment
Agreement are intended to, or shall be construed as, modifying the terms of the
Agreement between the City and the Developer.
5. This Minimum Assessment 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. , Mayor
ATTEST:
By.
Nancy Eckert, i y Clerk
MAKO WATERLOO CORPORATION
By:
Bruce DeBolt, President
STATE OF IOWA )
COUNTY OF BLACK HAWK
On this ` 1 day of , 2008, before me a Notar
y
Public in and for the State of Iowa, personally a geared 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 be-ialf 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.
NotaryPublicto
STATE OF CALWORNIA )
) ss.
. 1--AC V, N 1V'J V, COUNTY )
Acknowledged before me on cr1^Y_17_
2008 byBruce . eBolt as
President of MAKO WATERLOO CORPORATION.
Notary Public
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 Two Million Two Hundred and Fifty Thousand Dollars ($2,250,000.00).
Assessor for Black Hawk County, Iowa
Date
STATE OF IOWA )
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on , 2008, by Vicki
Atkins, Assessor for Black Hawk County, Iowa.
Notary Public
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