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HomeMy WebLinkAboutBCS Properties - Dev Amnt RECORDED-3/30/2015)�Preparer �� C/ Information: o An erson 715 Doc ID: 007136080011 Type: GEN Recorded: 09/12/2016 at 11:24:13 AM Fee Amt: $57.00 Page 1 of 11 Black Hawk County Iowa SANDIE L. SMITH RECORDER File2017-00004922 Street Waterloo, IA 50703 319.291.4366 Individual's Name Street Address Phone DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of Mo.tcy\ 3o , 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 "Properly"), 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. 57,0© Xtx- (597) HI 2. lmprovements by Company. Company shali construct a new approxirnate 15,000 sq. ft. commercial building, and reiated parking and Iandscaping (the "Irnprovements"), all of which shall be Iocated on the Property. The Improvements shali be constructed in accordance with all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable !aw. It is contemplated that the lmprovements will have a total project cost of approximately $2,000,000.00. 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. Timeliness of Construction. The parties agree that Developer's commitment to undertake the Project and to construct the Improvements 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 substantiajly complete construction of the Improvemerits by December 31, 2015. If construction has commenced within 4 months of the approval of this Agreement, arid is stopped and/or de!ayed 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 shal! 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 shail 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 all taxes and assessments, general or special, and all other Iawful charges whatsoever Ievied 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 sha!I be fixed for assessment purposes, be!ow the amount of $2,000,000.00 ("Minimum Actual Value"), through: (i) willful destruction of the Property, Improvements, or any part of either; (U) a request to the assessor of Btack 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 federat government. Company agrees to sign and deliver to City the agreement attached as Exhibit "B' concurrentiy with execution and delivery of this Agreement. 5. Property Tax Rebates. Provided that Devetoper has completed the Improvemenfs 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 beiow) as fouows: a. Year One - 50% rebate b. Year Two - 50% rebate c. Year Three - 50% rebate d. YearFour- 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 vatue of the Property as a result of the tmprovements must be increased by minimum of 10% and must increase the annual tax by a minimum of $500.0Q. This rebate program is not appflcable to any special assessment levy, debt service levy, or any other tevy that is exempted from treatment as tax increment financing under the provisions of app!icable law. The first year in which a rebate may be given ("Year One") shall be the first fuJi year for which the assessment is based upon the completed value of the lmprovements and not a prior year for which the assessmerit is based solely upon the value of the land or upon the value of the land and a partial vaiue of the Improvements, due to partiai compietion of the lmprovements or a partiai tax year. 6. Representations and Warranties of City. City hereby represents and warrants as foltows: A. City is not prohibited from consummating the transaction contempiated in this Agreement by any law, regulation, agreement, instrument, restriction, order orjudgment. B. Each person who executes and delivers this Agreement and alt documents to be delivered hereunder is and shail 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 law, regulation, agreement, instrument, restriction, order orjudgment. B. Company s 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 fuil 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 documerits to be delivered to City hereunder is and shall be authorized to do 50 Ofl 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) ifto Company, to George Cooley, 812 Washington Street, Waterloo, towa 50702. Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (U) one (1) business day foliowing deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, (Hi) three (3) business days foliowing the date of deposit if mailed by United States registered or certified mail, postage prepaid, or (iv) when transmitted by email or facsimile so long as the sender obtains written e!ectronic email confirmation or contirmation 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 effect unless made in writing, signed by the party or parties to be bound or by the duJy 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 defa u It. 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 shalt 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 portiori 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: IZ,441 By: Ernest G. Clark, Mayor Attest: Suzy Sc ares, City Clerk 4D EXHIBIT 'A Thuipfl efth soum�1 Qumfl ,fSed4nt 33(TowshIp $ Mnh, R 13 Wegt ? .PJ4 3WSJI4n* Cou %gst *d.afru4flsr Conswsnclng gf a poknf smih8 Svuth JFnc /m1d Sczthvpm 44flr wh4th k 23&6 fae-( W oJths Southegit ciossgr o,fsddSauthx1 �wztw; thence North O1° 03' 40" West 33fc4 to th Noak Ene ofSiJgn'zy AnNYP sitdpcMt ofbe*nfVJ Cwica Nozt/ir 9W'OO'OO Weyl 537.22 fpe4 dswsg zd4 North &w; L4euce Nozth ora'sr WaL, 4393J6fn17 4, gfrj SIq4b fige J, &ecmJ 4J&Noi, WjzLrLw, IOK*. fl apoLa »*kh is Jfl3featRasr afth SoStt conzer €flildLot ibawe SOMIb flu57 r -a ziSeAaSthkn in £4e C(ty of Watnicc, Rieck Hau* Cowtjs jor 7!5JSfnC to the Hasi rine ofsaid Sothv guarfrq thence South O#4flOn Zat, akag sa&i ES 1L'14 999.57fc44 msnteNorm P0OO"We JJflSfca CfteucgSosth 0fl3'40»564 29Z01eeV 10 the po*d of&gtnak The &ntth Risc ofsdd Sonkwrs Q#Q#er 53 w$fl4t0 bear Nart.90°0O'Wg Exc4pv shat pm $*g Mflths thefalLouviag detI*twact !JSttWI$ga the Sowkeasf COU*S' ofsddsoulkwui �sa*r; ihace S.aalt 9fl0 '90» Wa* 4on$ ths Sath line ofgta &ndksst Qscta I5&6O /n thacs N»flh OPOs'r We4 az2lpeij Aejwe ffm'th 9fl'OD Bagi 24047fe4 go eke Lan Jha ef zafJ St'frthN �Wfl9ft' thmce South OO5P5Y P / 6S2flfc4 A' Ltw - cgd kegkmlujr, adfrther at2fivag °x «r oftl& efSrwq 328 Mis 28 efpan of th 3outhw1 Qum*r qf&cttan 35, Top'rnsku 89 )VnNr, Rwze 13 Wat f she i PJ4 214Y4 Hak* Cous4', k,sz. •A(so, thatpafl aftk Soudreasc Qs.q!tr ft4c S s81x3$ Qiswln ofSemon J¼ 33 Tosil4 N $9 JVorth, Rn.g NA J Wnt oftbc r9% JWn4al Mcd&&w 5* t, ef Wwierfcq, Rja4Jtqt Cnnt» Jouw. 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West atg ti JVrtt9 J4e 88 f&e4 tha - f AM Wt zkiig 4d Nui &w JU fr Noflk 2 &W84 40 tdeg 39 wcth Thiw Nce fl &v&es pes: Uffl tb,ic Scth .7 dee 40 39 g&za &4 p2' ofkrAS a41 e5&e Tht part �f the Stnithwsst Qiiirir SW 1/4) of Section J1ttY—tfre (33 to*nehip Dghbfr-1na .North T69N), Rong Th,rteen Wsst (R13W) of the Fifth Pnnolpal hieridion, dy 9f WaterIo BIach Hcwk County4 iowu, more particularly dscnbed s. fIIpwS: Betrmip cit ibe Soifthwest cDrner of ?reeJ 4'k". Dopument No. 2O070O6 In thg BIQCk Hoik Coun Roorde?S qftioe, which Th &s the S�uthe�st corner of PorcI bj', Mso. ook 332, Poge 723.. aaid Rezorder*? Offlce; then�e N8W5SY4a'E On Hvhdr�d 5Venty—six (175.00) feat olong the South flne bf sdid Pertel "K': thono 3017'09'E Ten and Thirty—three. I-3undredths (10.33) feet olong South—East line of ajd PateI "1< to point dil a lipe Ten bnd Thwbt-4hite Hundredths (10 33) feet South tf and parlIl to uforeso,d Soutb Iina thence 369 55'46 W One Hundred $even€y—flve end Ntnety—ix Hundrodths (11596) £eet elong scid poraflel ine to the Southerly extenslon oI me Eost Irne of foresaid percel "4 , thensa N0t40t3'W Thn ond mir thre Huiidrbdths (10.33) 1t elong suid southedy tdntrt Id tbe point ef beginninq ednjpinhg 1518 uore feet, EXHIBIT "B" MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement') is entered into as of MNCc16 30 , 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. 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 BC By<�-'.4oee,g �<By: Ernest . Clark, Mayor Attest: Suzy S hares, City Clerk 2 STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) On this -)D day of ` 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 HI ANCYHIGBY OMMISSION N08 w*MYC7MIAYOppIH ESC STATE OF IOWA ) )SS. COUNTY OF BLACK HAWK ) `rte Notary Public Acknowledged before me on JNA '2015 by for BCS PROPERTIES LLC. _ �••," . TIM ANDERA COMMISSION NOJ7P518 « MY COMMISSION EDW S APRIL II 2818 otaryblic 3 CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the Jand 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 foliows: The undersigned Assessor, being legaily 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 Iess than Two Million Dollars ($2,000000.00) in the aggregate, untiltermination ofthis Minimum Assessment Agreement pursuant to the terms hereof. Ass; sor for Black Hawk County, !owa 7t-/ L -j 6 Date STATEOFIOWA ) )ss. COUNT'( OF BLACK HAWK ) Subscribed and sworn to before me on S,olt3r4 /'- ,QO+5 by Assessor for Black Hawk County, Iowa. / /71 t -X--)- Nbtary Public DEBORAH L. BOECKMANPI MY COMMISSION NO. 195766 MY COMMISON EXPIRES 4