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Home My WebLink AboutCrystal Distribution-Development Agreement-06.18.2007 (11214-4(4411 R-e. DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is made and entered into this Jg day of 3 -).o , 2007, by and between Crystal Distribution Services, Inc. (the "Developer") and the City of Waterloo, Iowa ("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, Developer is willing and able to purchase and renovate property (the "City Property") located in the Rath Urban Renewal Area and described in Exhibit "A" attached hereto; and WHEREAS, Developer is willing to convey to the City certain real property (the "Developer Property") in the near vicinity and described in Exhibit "B" attached hereto. NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, Developer and City agree as follows: 1 . Purchase of City Property. Within sixty (60) days of the date of this Agreement, Developer agrees to purchase the City Property from City for a price of $46,650.00. The City Property will be sold by the City in "AS IS" condition, without representation or warranty of any type or nature whatsoever as to the fitness of the property for any purpose or otherwise. City will convey title to the City Property by special warranty deed. City, at its expense, shall obtain an abstract of title to the City Property continued through a date that is within thirty (30) days of the closing, and deliver it to the Developer's attorney for examination. It shall show marketable title in City in conformity with this Agreement, Iowa law, and title standards of the Iowa State Bar Association. City shall make every reasonable effort to promptly perfect title. If closing is delayed due to City's inability to provide marketable title, this Agreement shall continue in force and effect until either party rescinds the Agreement after giving ten days' written notice to the other party. The abstract shall become the property of Developer upon delivery of the deed. The City shall pay the costs of any additional abstracting and title work due to any act or omission of City. City will pay real estate taxes prorated to the closing date and any unpaid real estate taxes payable in prior years. Developer shall pay all subsequent real estate taxes. City shall pay at time of closing all installments of special assessments which are a lien on the City Property as of closing or which can be verified to be owing as of the closing date but are not yet certified as a lien. Developer shall pay all other special assessments or installments. 2. Improvements. Within twelve (12) months after conveyance of title to the City Property as set forth in Section 1 above, Developer agrees to renovate the interior and exterior of the existing building on the premises to make it suitable for office or exhibition space, to remove existing fencing, posts, and other fixtures, to landscape the site, and to lay down asphalt or concrete for any vehicular areas. 3. Developer Property. Concurrently with closing of the purchase transaction described in Section 1 above, City agrees to purchase the Developer Property from Developer for a price of $1.00. The Developer Property will be sold by Developer in "AS IS" condition, without representation or warranty of any type or nature whatsoever as to the fitness of the property for any purpose or otherwise. Developer will convey title to the Developer Property by warranty deed. Developer, at its expense, shall obtain an abstract of title to the Developer Property continued through a date that is within thirty (30) days of the closing, and deliver it to the City's attorney for examination. It shall show marketable title in Developer in conformity with this Agreement, Iowa law, and title standards of the Iowa State Bar Association. Developer shall make every reasonable effort to promptly perfect title. If closing is delayed due to Developer's inability to provide marketable title, this Agreement shall continue in force and effect until either party rescinds the Agreement after giving ten days' written notice to the other party. The abstract shall become the property of City upon delivery of the deed. Developer shall pay the costs of any additional abstracting and title work due to any act or omission of Developer. Developer will pay real estate taxes prorated to the closing date and any unpaid real estate taxes payable in prior years. City shall pay all subsequent real estate taxes. Developer shall pay at time of closing all installments of special assessments which are a lien on the Developer Property as of closing or which can be verified to be owing as of the closing date but are not yet certified as a lien. City shall pay all other special assessments or installments. 4. Future Property Transaction. The parties acknowledge that Developer currently owns property (the "Ice Property") in Block 20 in the Original Plat of Waterloo, East Side of the Cedar River. The Ice Property is included in City's long-range plans for redevelopment of the area between E. 6th Street and E. 11th Street. The parties agree to cooperate in good faith for City's future purchase of the Ice Property and for City's assistance in relocating Developer's facilities thereon, at such time as City's redevelopment plans advance to a point where the Ice Property becomes useful to the fulfillment of said plans relating to construction of riverfront housing. The parties agree that the covenant of cooperation set forth in this Section 4 shall continue in effect for a period of twenty (20) years. In the event that Developer is ever in receipt of a bona-fide 2 offer from an unaffiliated third-party to purchase the Ice Property before receiving notice from the City of City's desire to acquire the Ice Property, then Developer shall provide a copy of said offer to City, and City shall have a right of first refusal to purchase the Ice Property for the same price as set forth in the offer. City may exercise its right, if at all, by delivering written notice thereof to Developer within thirty (30) days after receiving a copy of the third-party offer from Developer. If City exercises its right of first refusal, closing of the purchase shall occur within sixty (60) days thereafter on the same terms as set forth in Section 3 above with respect to City's purchase of the Developer Property, and City shall have no duty to assist with relocation of Developer's facilities. 5. 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. 6. Representations and Warranties of Developer. Developer hereby represents and warrants as follows: A. Developer is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Developer 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 Developer. 7. 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. 8. 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 3 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. 9. 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. 10. 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. 11. 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. 12. Entire Agreement. This Agreement 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. 13. 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 and year written above. CITY OF WATERLOO, IOWA CRYSTAL DISTRIBUTION SERVICES, INC. By By: �---- Timothy ley, M r Th as J. P e President Attest/ ( Nan y Ecke 1''ty Clerk 4 EXHIBIT "A" Legal Description of City Property: Property to be sold: RIVERSIDE ADDITION ALL OF LOT 2 BLOCK 3 NORTHWEST 13.5 FEET LOT 3 BLOCK 3, and RIVERSIDE ADDITION SOUTHEAST 40 FEET LOT 3 BLOCK 3 LOT 4 BLOCK 3 LOT 5 BLOCK 3, and RIVERSIDE ADDITION LOT 1 BLOCK 3 EXCEPT NORTHEAST 104.1 FEET ALL VACATED ALLEY IN BLOCK 3, and RIVERSIDE ADDITION SOUTHWESTERLY 44.1 FEET NORTHEASTERLY 104.1 FEET LOT 1 BLOCK 3, and RIVERSIDE ADDITION NORTHEAST 60 FEET LOT 1 BLOCK 3, and Plus the former railroad right-of-way as legally described on the attached survey, all in the City of Waterloo, Black Hawk County, Iowa. 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