HomeMy WebLinkAboutLoves Travel Stops Dev Agmnt- 10/17/2016* G,1(,,, p UJ o,it,t[lbb
Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50704
Please return this copy to:
City Clerk & Finance Dept.
715 Mulberry St.
Waterloo, IA 50703
Phone (319) 234-5701
DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is entered into as of
I , 2016 by and between Love's Travel Stops & Country Stores,
Inc. (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 willing and able to finance and construct a building and
related improvements on property that it will acquire, legally described on
Exhibit "A" (the "Property"), located in the Martin Road Development Plan
Area.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties agree as follows:
1. Improvements by Company. Company has purchased or will purchase
the Property, located generally at the intersection of U.S. Highway 63 and Greyhound
Drive in Waterloo. Subject to the terms and conditions of this Agreement, Company
shall construct one or more buildings for a retail convenience store, fast food
restaurant, tire service, and light truck repair service, and shall make related parking,
landscape, and other improvements to the building(s) and grounds generally consistent
with the Company's ordinary course development of its retail travel plaza facilities (the
"Improvements"). Enclosed building space shall be not Tess than approximately 12,000
square feet, with additional canopied areas of approximately 8,000 square feet, for a
total of approximately 20,000 square feet of covered structures. The 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.
The Improvements and all site preparation and development-related work as
contemplated by this Agreement are collectively referred to as the "Project".
2. Timeliness of Construction. The parties agree that Company's
commitment to undertake the Project and to construct the Improvements in a timely
manner constitutes a material inducement for the City to extend the development
incentives provided for in this Agreement, and that without said commitment City would
not have done so. Company must complete construction of Improvements on the
Property by December 31, 2017 (the "Project Completion Date"). If development has
commenced but is stopped and/or delayed as a result of an act of God, war, civil
disturbance, court order, labor dispute, fire, adverse weather conditions, or other cause
beyond the reasonable control of Company, the requirement that construction is to be
completed by the Project Completion Date 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 the City may terminate this Agreement following
Company's failure to diligently undertake construction within thirty (30) days following
written notice of default from City. If, subject to permitted delays as provided above, at
any time Company fails to diligently undertake construction and other activities
necessary for completion of the Project, then City may terminate this Agreement
following Company's failure to resume and diligently carry on construction within thirty
(30) days following written notice of default from City. The City shall cooperate with the
Company in its efforts to obtain all necessary permits, consents, and other approvals
necessary to construct the Improvements to the extent the City's involvement is
required in connection with issuing the same.
3. Water and Sewer. Company will be responsible for extending water and
sewer service to any necessary location on the Property as determined by Company
and for payment of any associated connection fees.
4. Tax Rebates. Provided that Company has completed the Improvements
as set forth herein and has executed the Minimum Assessment Agreement as set forth
in Section 6, City agrees to rebate property tax paid with respect to the Property and
Improvements (with the exceptions noted below) for a period of eight (8) years,
commencing in Year One (as defined below), at 75% per year for any taxable value
over the January 1, 2016 taxable value of the Property, which taxable value is
anticipated to be $3,350,000 for both land and buildings. 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. To receive rebates for a given year,
Company must, within twelve (12) months after the tax payment due date, submit a
completed rebate request to City on the form attached hereto as Exhibit "B" (a "Rebate
Request"), or the rebate may be forfeited at City's option. Upon timely receipt of a
Rebate Request the City shall remit the applicable reimbursement payment to the
Company to such account or as otherwise reasonably directed by the Company within
sixty (60) days following receipt of such Rebate Request. The first year in which a
rebate may be given ("Year One") shall be the first full year for which the assessment is
based on the completed value of the Improvements and not a prior year for which the
assessment is based solely on the value of the land or on the value of the land and a
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partial value of the Improvements, due to partial completion of the Improvements or a
partial tax year.
The assessed 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
financing under the provisions of applicable law.
5. 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.
Each and every obligation of the Company under this Agreement is
expressly made subject to and contingent upon Company's successful acquisition of
the Property pursuant to the terms and conditions of the purchase agreement therefor,
and Company's receipt of all applicable permits, approvals, consents, and
authorizations necessary to allow Company to develop the Property as a full-service,
retail travel plaza facility. If such contingencies are not satisfied, then this Agreement
shall be deemed cancelled and shall be null and void.
6. 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 the date set forth in Section 2 of
Exhibit "C", it will not seek or cause a reduction in the taxable valuation for the Property,
which shall be fixed for assessment purposes, below the amount of $3,350,000.00 (the
"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 "C" at closing.
7. 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. City has full right 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 hereunder is and shall be authorized to do so on behalf of City.
8. 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 to carry on its business operations
therein.
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.
9. Materiality of 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
by Company, or in the event of the incorrectness or falsity of any representation or
warranty made by Company, 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.
Each and every promise, covenant, representation, and warranty set forth
in this Agreement on the part of City 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 Company to enter this Agreement. City
acknowledges that without such promises, covenants, representations, and warranties,
Company would not have entered this Agreement. Upon breach of any promise or
covenant on the part of City, or in the event of the incorrectness or falsity of any
representation or warranty made by City, Company 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.
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10. 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 10601 N. Pennsylvania Avenue, Oklahoma City,
Oklahoma, 73120, facsimile number 405-463-3646, Attention: Vice President of
Real Estate and Development, with a copy to General Counsel and Director of
Legal Services.
Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in
person, (H) 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. A party may change the address for giving notice by any
method set forth in this section.
11. No Joint Venture. 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.
12. 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.
13. 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
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thereof shall be deemed to be written, and shall be construed and enforced, as so
limited.
14. 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.
15. Assignment; Binding Effect. This Agreement may only be assigned by
either party upon the prior written consent of the other party. This Agreement shall be
binding and shall inure to the benefit of the parties and their respective successors,
assigns, and legal representatives.
16. 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.
17. 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,
18. 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.
[signatures on next page]
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CITY OF WATERLOO, IOWA
By: 1�
Quentin Hart, Mayor
Attest:
Kelley Felc e, City Clerk
7
LOVE'S TRAVE TOPS &
COU ►_..:__ ST o R: S. INC.
By:
EXHIBIT "A"
Legal Description of Property
PART NW SE LYING NW OF RR EXC BEG AT NW COR OF 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 1069.56
FT TH SELY 261.64 FT ALONG CURVE CONCAVE NELY HAVING A RADIUS OF 576.62 FT & A
LONG CHORD OF 259.40 FT TO PT ON S LINE OF NW 1/4 SE 1/4 THAT IS 268.35 FT ELY
FROM SW COR OF NW 1/4 SE 1/4 TH W 268.35 FT TH N ALONG WLY LINE OF SE 1/4
1322.37 FT TO PT OF BEG SEC 6 T 88 R 13 ALSO EXC PART PLATTED AS GREENBELT
CENTRE PLAT NO 6, Black Hawk County, Iowa
[LEGAL DESCRIPTION TO BE CONFIRMED UPON RECEIPT OF LOVE'S SURVEY]
A-1
Date:
Project Naive:
District Name:
Project Address:
Parcel #:
or legal description:
Rebate year
EXHIBIT "B"
FORM OF REBATE REQUEST
CITY OF WATERLOO
Rebate Form
of at % or
phase (if necessary)
current value: $
less base value: $
equals rebate value: $
Total Taxes paid: $ *attach a copy of tax bill
Total tax rate:
Less SSMID tax levy rate:
Less Debt Service rate:
Equals Rebate Tax rate:
*rebates are not provided on the SSMID, special assessments, or the debt service levy, unless
specified in the development agreement
Rebate amount:
(rebate tax rate x rebate value x % rebate (consider full or %z payment)
annual
1 s` half payment 2nd half payment
The undersigned state and certify that the information contained herein is true and accurate to the
best of their knowledge and belief
B-1
Prepared by Date
Owner Date
City of Waterloo Date
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EXHIBIT "C"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as of
16n , 2016, by and among the CITY OF WATERLOO, IOWA ("City"),
Love's Travel Stops & Country Stores, Inc. ("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 within the Martin Road
Development Plan area (the "Property"); and
WHEREAS, it is contemplated that pursuant to the Development Agreement, the
Company will undertake the development of the Property ("Project"); 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 taxable 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 $3,350,000.00 (the "Minimum Actual Value")
until termination of this Agreement. The parties hereto agree that, subject to permitted
delays as provided in the Development Agreement, construction of the Improvements
will be substantially completed on or before December 31, 2017.
2. The Minimum Actual Value herein established shall be of no further force
and effect, and this Agreement shall terminate, on December 31, 2034. 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
C-1
Company seek or cause the reduction of the actual value assigned below the Minimum
Actual Value established herein during the term of this Agreement.
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
i
By: � �YL�dtie
Quentin Hart, Mayor
By:
elley Felchl, City Clerk
LOVE'S TRAVEL
By:
OPS &
S, INC.
Title: , � r �, G fb
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
On this 1.�i ` day of 0 -e -A' , 2016, before me, a Notary Public
in and for the State of Iowa, personally appeared Quentin Hart and Kelley Felchle, 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.
4'nIAL It
NANCY HIGBY
COMMISSION NO.788229
MY CO MISSION EXPIRES
C-2
Notary Public
STATE OF waivo )
((1L n�Wlr J1i�V n�,,COUNTY) ss.
1Y'�) r P?1. Subscribed and sworn to before me on 0 C�u�i
I q n as GV.? l
Stops & Country Stores, Inc.
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, 2016 by
of Love's Travel
Notary Public
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 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 Million Three Hundred Fifty Thousand Dollars ($3,350,000) in the
aggregate, until termination of this Minimum Assessment Agreement pursuant to the
terms hereof.
sor for Black Hawk County, Iowa
/2-22— I"
Date
STATE OF IOWA
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on L2 --,;2,0/Z , by T.J.
Koenigsfeld, Assessor for Black Hawk County, Iowa.
DEBORAH L. BOECKMANN
MY COMMISSION NO. 195760
MY COMMISSSIQNEXPIRES
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(�'
</->lec- `err sy
Notary Public