HomeMy WebLinkAboutMagee Properties, LC-Development Agreement-11.03.2008 //e
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DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is entered into as of
v2rnG-e` 3 , 2008, by and between Magee Properties, L.C. ("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 Airport 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 has purchased the real property
described on Exhibit "A" attached hereto (the "Property") for a price of $45,479 and has
obtained marketable title thereto.
2. Improvements by Company. Company has constructed on the Property
a building consisting of approximately 9,000 square feet, and related landscaping and
parking (the "Improvements"). Company represents that the Improvements have been
constructed in accordance with all applicable City, state, and federal building codes and
have complied with all applicable City ordinances. Company completed the Improve-
ments by December 31, 2006, adding taxable value of approximately $321,250. The
taxable value of the land and building upon completion of the Improvements was
approximately $340,280.
3. Reserved.
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 January 1, 2018, 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 $340,280.00 ("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 "B".
5. Property Tax Rebates. Provided that Company 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
for any taxable value over the January 1, 2006 value of $19,030. 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.
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")
is the fiscal year starting July 1, 2008, which is 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.
6. Representations and Warranties of City. City hereby represents and
warrants as follows:
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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. 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 Magee Properties, L.C., 1705 Waterloo Road,
Cedar Falls, Iowa 50613, Attn: Wayne Magee.
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.
9. Amendment, Modification, and Waiver. No amendment, modification,
or waiver of any condition, provision, or term of this Agreement shall be valid or of any
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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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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 MAGEE PROPERTIES, L.C.
r\
By: By:
Timothy J. tit-ley, Mayor/ Wayn Magee, M nager
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Attest:
Nancy cke 'ty Clerk
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EXHIBIT "A"
Legal Description of Property Improved
PETCOR ADDITION LOT 6, CITY OF WATERLOO, BLACK HAWK COUNTY, STATE OF IOWA.
EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as of
this day of , 2008, by and among the CITY OF
WATERLOO, IOWA ("City"), Magee Properties, L.C. ("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, pursuant to the Development Agreement, the Developer has
undertaken the development of an area ("Project") within the City and within the Airport
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, to be effective as of
January 1, 2007 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 completed
improvements (the "Improvements") that were erected as a part of the Project before
December 31, 2006.
NOW, THEREFORE, the parties hereto, in consideration of the promises,
covenants, and agreements made by each other, do hereby agree as follows:
1. Effective as of January 1, 2007, the minimum actual taxable value which
shall be fixed for assessment purposes for the land and Improvements constructed
thereon by the Developer as a part of the Project shall not be less than $340,280.00
("Minimum Actual Value") until termination of this Agreement.
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,
2017. 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 , 2018.
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
By:
Timothy urley, or
ATTEST:
By
Nancy Eckert ity Clerk
MAGEE PROPERTIES, L.C.
By: �9
Wayn Magee, anager
STATE OF IOWA )
ss.
COUNTY OF BLACK HAWK )
On this ,9 day of (Yresv,kj-e,� _,, 2008, 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
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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.
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Notary\Public
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on , 2008 by
Wayne Magee as Manager of for Magee Properties, L.C.
Notary Public
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CERTIFICATION OF ASSESSOR
The undersigned, having reviewed the completed improvements constructed and
the market value assigned to the land upon which the improvements were 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 Forty Thousand Two Hundred
Eighty Dollars ($340,280.00) 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 , 2008 by
, Assessor for Black Hawk County, Iowa.
Notary Public