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HomeMy WebLinkAboutDeer Creek Development LLC - Dev Agmnt-9/26/2016Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50704 Phone (319) 234-5701 DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of e(?k-em4A , . z , 2016 by and between Deer Creek Development, LLC (the "Company") and the City of Waterloo, Iowa (the "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 the owner of real property as described and set forth on Exhibit A, attached hereto, located within the corporate limits of the City of Waterloo, Iowa (the "Property"). C. Company is willing and able to finance and construct the installation of roads, related infrastructure, and other improvements (collectively, the "Project") on the Property, which is located in the Martin Road Development Plan Area. D. In view of the Company's investment in assembling the Project and its commitment to develop the Property, the City desires to provide certain incentives to encourage the Company to facilitate timely development of the Property. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Improvements by Company. Company shall construct, or cause to be constructed, all streets, sewers, utilities, and water lines on the Property (all such street and infrastructure improvements and related site preparation, including, but not limited to, necessary grading, fill, and earth work for such street improvements, are referred to as the "Street Improvements"). The Street Improvements shall be constructed in accordance with all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. 2. Timeliness of Construction. Company must complete construction of the Street Improvements within twelve (12) months from the date of this Agreement. Street Improvements not completed within 12 months will not be eligible for the incentives provided in this Agreement. 3. Grant to Company. As an inducement for Company to make the Street Improvements in connection with development of the Property, the City agrees to make a development grant to Company in an amount of up to $1,800,000, subject to completion of the Street Improvements and to Company's submission of documentation to City that shows, to City's reasonable satisfaction, the Street Improvement costs actually incurred by Company. The specific amount of the grant will be equal to the reasonable and necessary Street Improvement costs that Company actually incurs completing all work contemplated on Exhibit "B", attached to this Agreement, not to exceed $1,800,000. City will pay the grant to Company within thirty (30) days after the foregoing conditions to payment have been satisfied. If the total of the Street Improvement costs for the work contemplated on Exhibit "B" are greater than $1,800,000, the City shall make a development grant to Company for $1,800,000 under this Agreement, and any Street Improvement costs incurred by the Company above $1,800,000 shall be included within the parties' Development Agreement dated October 13, 2006, as amended. 4. Obligations Contingent. Each and every obligation of City under this Agreement is expressly made subject to and contingent upon City's completion of all procedures, hearings and approvals deemed necessary by City or its legal counsel for amendment of the urban renewal plan applicable to the Property and/or project area, all of which must be completed within 180 days from the date this Agreement is approved by the City council. If such completion does not occur, then this Agreement shall be deemed canceled and shall be null and void. 5. Prior Agreements. The parties acknowledge that they have previously entered into one or more development agreements concerning Company's development of land in the Martin Road Urban Renewal Area, including but not limited to that certain Development Agreement dated October 13, 2006 and filed as Doc. No. 2016-6465, and amendments thereto. The parties agree that this Agreement does not modify any of their earlier agreements, each of which shall continue in full force and effect in accordance with their terms. 6. 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. 2 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. Materiality of Company's Promises, Covenants, Representations, and Warranties. Each and every promise, covenant, representation, and warranty set forth in this Agreement on the part of Company to be performed is a material term of this Agreement, and each and every such promise, covenant, representation, and warranty constitutes a material inducement for City to enter this Agreement. Company acknowledges that without such promises, covenants, representations, and warranties, City would not have entered this Agreement. Upon breach of any promise or covenant, or in the event of the incorrectness or falsity of any representation or warranty, City may, at its sole option and in addition to any other right or remedy available to it, terminate this Agreement and declare it null and void. 9. 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, at 315 5th Street, PO Box 476, Hudson, IA 50643, facsimile number 319-988-3011, Attention: Harold Youngblut. 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, 3 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. A party may change the address for giving notice by any method set forth in this section. 10. Relationship of Parties. 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. 11. 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. 12. 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. 13. 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. 14. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 15. 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. 16. 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. 4 17. 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 By: Quentin M. Hart, Mayor Attest: ity Clerk,/ eputy Clerk 5 DEER CREEK DEVELOPMENT, LLC By: kt. Harold You resident EXHIBIT "A" Legal Description of Property LEGAL DESCRIPTION: GREENBELT CENTRE AGREEMENT GREENBELT CENTRE PLAT NO 1 LOT 1 AND LOT 2, AND E 1/2 NW FRL SEC 6 T 88 R 13 EXC W 440 FT & EXC THAT PART DEEDED TO CITY OF WATERLOO FOR GREYHOUND DR B 552 P 478 & B 552 P 474 ALSO EXC THAT PART COM AT N 1/4 OR OF SEC 6 T 88 R 13 TH S ALONG E LINE OF E 1/2 OF NW FRL 1/4 126.79 FT TO S ROW LINE OF W RIDGEWAY AVE TH N 85 DEG 01 MINI 01 SEC W ALONG S ROW LINE 316.48 FT TH N 89 DEG 44 MIN 36 SEC ALONG S ROW LINE 59.46 FT TO PT OF BEG TH NI 89 DEG 44 MIN 36 SEC W ALONG S ROW LINE 60 FT TH S ALONG S ROW LINE 10.02 FT TH N 89 DEG 43 MIN 53 SEC W ALONG S ROW LINE 445.11 FT TO PT 440 FT E OF W LINE OF SAID E 1/2 OF NW FRL 1/4 TH S ON PAR TO & 440 FT NORM DISTANT FROM W LINE OF E 1/2 OF NW FRL 1/4 1176.69 FT TH N 89 DEG 52 MIN 05 SEC E 369.28 FT TH N 44 DEG 52 MIN 05 SEC E 298.48 FT TH SELY ON NON TANGENT CURVE CONCAVE NELY WITH RADIUS OF 410 FT AND A LONG CHORD BEARING S 57 DEG 17 MIN 05 SEC E 466.68 FT TH S 89 DEG 53 MIN 34 SEC E 18.55 FT W ROW LINE OF GREYHOUND DR TH N ALONG WEST ROW LINE 60 FT TH N 89 DEG 53 MIN 34 SEC W 18.55 FT TH NWLY ON CURVE CONCAVE NELY WITH RADIUS OF 350 FT & LONG CHORD BEARING N 44 DEG 53 MIN 21 SEC W 549.82 FT TH N 364.92 FT TH S 89 DEG 53 MIN 34 SEC E 368.56 FT TO W ROW LINE OF GREYHOUND DR TH N ALONG W ROW LINE 60 FT TH N 89 DEG 53 MIN 34 SEC W 368.90 FT TH NLY ON CURVE CONCAVE WLY WITH RADIUS OF 430 FT & A LONG CHORD BEARING N 11 DEG 45 MIN 42 SEC W 143.80 FT TH N 21 DEG 20 MIN 32 SEC W 124.45 FT TH NLY ON CURVE CONCAVE ELY WITH RADIUS OF 300 FT & LONG CHORD BEARING N 10 DEG 46 MIN 17 SEC W 110.70 FT TH N 10.97 FT TO PT OF BEG, AND E 1/2 NE FRL 1/4 SEC 6 T 88 R 13 EXC RR AND EXC HWY & EXC BEG AT INTERS S LINE RIDGEWAY AVE & E LINE SAID SEC TH S ALONG E LNIE 79.63 FT TO NWLY ROW LINE C NW RR TH SWLY ALONG NWLY RR ROW LINE A DIST OF 1075.48 FT TH NWLY AT RT ANG 300 FT TH NELY AT RT ANG 490 FT TH N AT RT ANG WITH SLY LINE RIDGEWAY AVE 364.78 FT TH E ALONG SLY LINE RIDGEWAY TO PT OF BEG AND EXC ALL THAT PART LYING SELY OF HWY 63 ALSO EXC A PART OF NE FRAC 1/4 DESC AS COM AT NE COR SAID NE FRAC 1/4 TH S ALONG E LINE 80 FT TO S ROW LINE RIDGEWAY AV TH S 88 DEG 35 MIN 18 SEC W ALONG SAID S ROW LINE 594.81 FT TO THE PT OF BEG TH 5 1 DEG 24 MIN 8 SEC E 364.84 FT TH S 35 DEG 46 MIN 37 SEC W 489.94 FT TH N 89 DEG 53 MIN 34 SEC W 83.92 FT TH N 753.19 FT TO S ROW LINE TH N 88 DEG 35 MIN 18 SEC E ALONG SAID S ROW LINE 360.12 FT TO THE PT OF BEG, AND W 1/2 NE FRL SEC 6 T 88 R 13 EXC STREET AND EXC THAT PART DEEDED TO CITY OF WATERLOO FOR GREYHOUND DR B 552 P 478 & B 552 P 474 ALSO EXC THAT PART PLATTED AS GREENBELT CENTRE PLAT NO 1, AND THAT PART NW SE LYING NW OF R R EXC BEG AT THE NW COR OF THE NW 1/4 SE 1/4 SEC 6 T 88 R 13 TH E 210 FT ALONG NLY LINE OF NW 1/4 SE 1/4 SAID SEC TH S PAR W LINE SE 1/4 A DIST OF 1069.56 FT TH SELY 261.64 FT ALONG A CURVE CONCAVE NELY HAVING A RADIUS OF 576.62 FT AND A LONG CHORD OF 259.40 FT TO A PT ON S LINE OF NW 1/4 SE 1/4 THAT IS 268.35 FT ELY FROM SW COR OF THE NW 1/4 SE 1/4 TH W 268.35 FT TH N ALONG THE WLY LINE OF THE SE 1/4 A DIST OF 1322.37 FT TO THE PT OF BEG SEC 6 T 88 R 13, AND DEER CREEK PLAT NO 2 LOT 1, ALL IN THE CITY OF WATERLOO, BLACK HAWK COUNTY, STATE OF IOWA.