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Home My WebLink AboutBCS Properties - Development Agreement-3/30/2015Preparer Information: Noel Anderson 715 Mulberry Street Waterloo, IA 50703 Phone DEVELOPMENT AGREEMENT Please return this copy to: City Clerk & Finance Dept. 715 Mulberry St. Waterloo, IA 50703 319.291.4366 This Development Agreement (the "Agreement") is entered into as of Maarch 30 , 2015, by and between BCS Properties LLC ("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 (the "Improvements") on property located in the Martin Road Area 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"), generally located just east of the northeasterly corner of Highway 63 and Ridgeway Avenue, and described as parcel numbers 8913-33376-008 and 8913-33-376-013. Company is requesting to vacate a portion of the West Ridgeway right-of-way abutting this property, which would be conveyed to Company for $1.00, and tied to the construction required in this agreement to obtain for the acquisition amount. 2. lmprovements by Company. Company shall construct a new approximate 15,000 sq. ft. commercial building, and related parkirig and laridscaping (the "lmprovements"), alt ofwhich shall be located on the Property. The lmprovements shall be constructed in accordance with alt appticable City, state, and federal bullding codes and shall compty with alt applicable City ordinances and other applicable law. It is contemplated that the lmprovements will have a total project cost of approximately $2,000,000.0O. The Property, the tmprovements, and alt site preparation and development -related work to make the Property usable for Compariy's purposes as contemplated by this Agreement are collectively referred to as the "Project". 3. Timeliness of Construction. The parties agree that Developer's commitment to undertake the Project and to construct the lmprovements in a timely manner constitutes a material inducement for the City to enter this Agreement, and that without said commitment City would not have done so. Developer must substantially complete construction of the lmprovements by December 31, 2015. If construction has commenced within 4 months of the approval of this Agreement, arid 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 Developer, the requirement that construction is to be substantially completed by December 31, 2015 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 shall be cancelled at the sole option of City. If construction is not substantially completed by December 31, 2015, then the parties agree to execute an amendment to this Agreement and to the Minimum Assessment Agreement to extend the date specified in Section 4 below and the dates specified in corresponding provisions of the Minimum Assessment Agreement. 4. Minimum Assessment Agreement. Company acknowledges and agrees that it will pay when due alt taxes and assessments, general or special, and alt other Iawful charges whatsoever levied upon or assessed or placed against the Property. Company further agrees that, prior to the date set forth in Section 2 of Exhibit "B," it will not seek or cause a reduction in the actual valuation for the Property, which shall be fixed for assessment purposes, below the amount of $2,000,000.00 ("Minimum Actual Value"), through: (i) willful destruction of the Property, lmprovements, or any part of either; (ii) a request to the assessor of Black Hawk County; or (Hi) any proceedings, whether administrative, legal, or equitable, with any administrative body or court within the City, Black Hawk County, the State of lowa, or the federal government. Company agrees to sign and deliver to City the agreement attached as Exhibit "B" concurrently with execution and delivery of this Agreement. 5. Property Tax Rebates. Provided that Developer has completed the Improvements as set forth in Sections 1 and 2 and has executed the Minimum Assessment Agreement as set forth in Section 4, the City agrees to rebate property taxes (with the exceptions noted below) as foliows: 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, 2014 taxable value of $61 020.00. Rebates are payable in respect of a given year only to the extent that Developer has actually paid general property taxes due and owing for such year. Rebates are to be paid to Developer within 30 days of any tax payment made by Developer. The taxable 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 flnancing under the provisions of applicable Iaw. 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 lmprovements 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 Irnprovements, due to partial completion of the Improvements or a partial tax year. 6. Representations and Warranties of City. City hereby represents and warrants as foliows: A. City is not prohibited from consummating the transaction contemplated in this Agreement by any Iaw, 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 foliows: A. Company is not prohibited from consummating the transaction contemplated in this Agreement by any Iaw, regulation, agreement, instrument, restriction, order or judgment. B. Company is duly organized, validly existing, and in good standing under the laws �f the state of its organization and is duty quatified and in good standing under the laws of the State of lowa. C. Company has full right, title, and authority to execute and perform this Agreement and to consummate alt of the transactions contemptated herein, and each person who executes and delivers this Agreement and alt 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 additionat copy delivered by one of the foregoing means), and addressed: (a) ifto City, at715 Mulberry Street, Waterloo, lowa 50703, facsimile number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the Community Ptanning and Development Director. (b) ifto Company, to George Cootey, 812 Washington Street, Waterloo, lowa 50702. Detivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (U) one (1) business day fotiowing depositfor overnight delivery to an overnight air courier service which guarantees next day delivery, (iii) three (3) business days fotiowing the date of deposit if maited by United States registered or certified mail, postage prepaid, or (iv) when transmitted by email or facsimile so long as the sender obtains written electronic email confirmation or 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 vatid 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 particutarity the extent and nature of the amendment, modification, or waiver. Any waiver by any party of any default by another party shalt 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 severabte. If any portion of this Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the offending provision or pari thereof shall be deemed severed from this Agreement and the remaining provisions of this Agreement shati not be affected thereby and shall continue in fult 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 by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA BC By: By Ernest G. 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MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement') is entered into as of 1. v-c4r\ 3p , 2015, by and among the CITY OF WATERLOO, IOWA ("City"), BCS PROPERTIES LLC ("Company"), and the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City and Company 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 Company will undertake the development of an area ("Project') within the City and within the Martin Road urban renewal area; and WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the Company 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 Company, the minimum actual value which shall be fixed for assessment purposes for the land and Improvements to be constructed thereon by the Company as a part of the Project shall not be less than $2,000,000.00 ("Minimum Actual Value") until termination of this Agreement. The parties hereto agree that construction of the Improvements will be substantially completed on or before December 31, 2015. If it is not, then the parties agree to execute an amendment to this Agreement that will extend the dates specified in Section 2 below. 1 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, 2025. Nothing herein shall be deemed to waive the Company'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 Company 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 Company to contest its actual valuations in full, commencing with the assessment of January 1, 2029. 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. IN WITNESS WHEREOF, the parties have executed this Minimum Assessment Agreement by their duly authorized representatives as of the date first set forth above CITY OF WATERLOO, IOWA By: Ernest G. Clark, Mayor Attest: Suzy S hares, City Clerk 2 STATE OF IOWA ) )SS. COUNTY OF BLACK HAWK ) � Yh On this 30 day of Maw 2015, before me, a Notary Public in and for the State of Iowa, personally appeared Ernest G. Clark and Suzy Schares, 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. • NANCY HIGBY COMMISSION NO.768229 MY TIS ION EXPIRES •,. STATE OF IOWA ss. COUNTY OF BLACK HAWK -Y)Anct � Notary Public Acknowledged before me on 4 , 2015 by ( Ga dv,Ge� for BCS PROPERTIES LLC. ` . TIM ANDE� COMMISSION NEXp M MY COMMISSION EXPIRES APRIL II 201E Notary Pub Ic 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 legaily responsible for the assessment of the property subject to the development, upon completion of improvements to be made en 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 !ess than Iwo Million Dollars ($2,000,000.00) in the aggregate, untiltermination ofthis Minimum Assessment Agreement pursuant to the terms hereof. Asj"ssor for Black Hawk County, Iowa STATEOFIOWA ) )ss. COUNTY OF BLACK HAWK ) Subscribed and sworn to before me on Assessor for Black Hawk County, Iowa. Date 2-c j, 42- 1 2&*6 by Notary Public 4 DEQORAH L. RDECKMANN PvW COMMISSION NO. 195768 MY COMMISSJON EXJ'IRES '77t/01/9/ 7