DEVELOPMENT AGREEMENT

Transcription

1 STATE OF ALABAMA JEFFERSON COUNTY DEVELOPMENT AGREEMENT THIS AGREEMENT is made and entered into effective on this the day of, 2014 by DANIEL ROSS BIUDGE, LLC, a corporation (hereinafter referred to as "Daniel", and THE CITY OF HOOVER, ALABAMA, an Alabama municipal corporation (hereinafter referred to as "Hoover" or "City". RECITALS: A. The City desires to build a fire station within the planned unit development ("PUD" of Ross Bridge to serve the Hoover residents in the Ross Bridge PUD and citizens in surrounding areas; B. In the Joint Development Agreement between the City and United States Steel Corporation (,'USS" dated the 16th day of September, 2002, it was agreed that USS would donate to the City a parcel of property consisting of up to three (3 acres for the construction of a fire station in the Ross Bridge PUD; C. Due to its affiliation with USS and as a developer of Ross Bridge, Daniel has agreed to satisfy the obligations of USS to the City as set forth in the Joint Development Agreement by providing the City with a parcel of land in the Ross Bridge PUD upon which to build a fire station; D. The City desires a property site owned by Daniel off Greenside Way at the Village Center, which is more particularly described on Exhibit A attached hereto ("Property"; E The Property is located on a portion of Greenside Way that has not yet been completed; and F. The City and Daniel desire to enter into this development agreement that will provide for the construction of a permanent fire station as well as the completion of an uncompleted portion of Greenside Way and a parking lot area in the Village Center. NOW, THEREFORE, the parties agree as follows: 1. Fire Station. a. Conveyance of Real Property to City. Without cost to the City, Daniel will convey to the City by general warranty deed the property located on Greenside Way (as more particularly described on Exhibit A attached hereto for the

2 construction of a permanent fire station to service the Ross Bridge PUD and the surrounding citizens. b. Construction of Fire Station. Hoover will construct at its expense a permanent fire station, which shall have an exterior design similar in style to surrounding structures as well as two bays. The City agrees to commence construction of such fire station within one (l year from the date of execution of this Agreement and to complete and occupy the fire station within two (2 years from the date that construction begins. 2. Completion of Roadway and Parking Lot Area. a. Improvements to Be Constructed. To facilitate the construction of a permanent fire station in the area for the City, the City will construct and complete a portion of Greenside Way (a roadway abutting the Property and a parking lot area at Village Center (collectively referred to herein as the "Improvements" on the property more particularly described in Exhibit B. Daniel will provide the design, plans and specifications to the City for the construction of the Improvements. The City will bid the construction of the Improvements. The City and Daniel will review the lowest bid. If the lowest, qualified bid is above the City's agreed upon cost to construct the Improvements set forth in Section 2(b below, then Daniel agrees to solely be responsible for payment of the difference and agrees to pay such amount directly to the City in a lump sum payment within thirty (30 days of the bid opening for the construction of the Improvements and prior to the award of the bid. b. Cost of Improvements. It is agreed between the parties hereto that the cost to the City to complete the Improvements shall not exceed Three Hundred Thousand Dollars ($300, c. Daniel to Reimburse the City for Improvements; Schedule for Reimbursement. Daniel agrees to reimburse the City for the costs the City incurs to complete the Improvements upon the earlier of (i the sale of the parcels described in Exhibit C or (ii within five (5 years of the completion of construction of the Improvements as evidenced by City's acceptance of the Improvements. If reimbursement occurs as the parcels described in Exhibit Care sold, then the reimbursement owed to the City shall be equal to the percentage of land area sold with all parcels set forth on Exhibit C constituting one hundred percent (100% of the land area for reimbursement purposes. For example, if the total adjacent acreage for all three parcels on Exhibit C is nine (9 acres and three acres are sold, then thirty three percent (33% of the Improvement cost is due to be reimbursed to the City by Daniel. 3. Maintenance of Improvements. Following completion of the Improvements, with the exception of the roadway, Daniel agrees to maintain, and to cause its successors and assigns to maintain, the Improvements at its sale cost and expense.

3 4. Assignability. This Agreement shall be assignable by Daniel upon the written consent of the City. 5. Notices. Any notice, request, demand, claim or other communication hereunder shall be in writing to the addresses and recipients listed in this Section 5 and shall be deemed duly given or made (a when personally delivered to the intended recipient (or an officer of the intended recipient, (b six (6 days after it is sent by certified first class mail, return receipt requested, postage prepaid, (c two (2 days after it is sent by recognized overnight courier service, or (d when sent by facsimile service with a confirmed facsimile transmission receipt. CITY OF HOOVER, ALABAMA CITY OF HOOVER, ALABAMA 100 Municipal Lane Hoover, Alabama Telephone: ( Facsimile: ( Attention: Mayor of the City of Hoover DANIEL ROSS BRIDGE, LLC DANIEL ROSS BRIDGE, LLC Telephone: Facsimile: Attention: Enforceability. This Agreement shall be for the benefit of the parties hereto and for the benefit of their successors and assigns and shall be enforceable in any court of competent jurisdiction in the Birmingham Division of Jefferson County, Alabama by an appropriate action at law or in equity to secure the performance of the covenants herein contained. 2. Severability. If any term, covenant or condition of this Agreement or the application thereof to any person or any circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby; and each term, covenant or condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. 3. Applicable Law. This Agreement shall be subject to and construed under the laws of the State of Alabama.

4 4. Binding Effect and Term. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. 5. Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and duly signed by an authorized representative of each of the Parties. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. 12 Entire Agreement. This Agreement (including any agreements and exhibits referred to herein constitutes the entire agreement among the Parties hereto and supersedes any prior understandings, agreements or representations by or among the Parties hereto, whether written or oral to the extent they relate to the subject matter hereof. 13. Counterparts. This Agreement shall be executed in any number of counterparts, each of which shall be deemed an original. IN WITNESS WHEREOF, the parties have caused this instrument to be executed effective on the day of,2014. CITY OF HOOVER, ALABAMA BY: ITS: MAYOR DANIEL ROSS BRIDGE, LLC BY: ITS:

5 STATE OF ALABAMA JEFFERSON COUNTY I, the undersigned, a Notary Public in and for said County, in said State, hereby certify that GARY IVEY, whose name as MAYOR of the CITY OF HOOVER, ALABAMA, an Alabama municipal corporation, is signed to the foregoing Development Agreement and who is known to me, acknowledged before me on this day that, being informed of the contents of said Agreement, he, as such officer and with full authority, executed the same voluntarily for and as the act of said municipal corporation on the day the same bears date Subscribed and sworn to before me on this the day of (SEAL Notary Public My Commission Expires: STATE OF ALABAMA JEFFERSON COUNTY I, the undersigned, a Notary Public in and for said County, in said State, hereby certify that, whose name as of the DANIEL ROSS BRIDGE, LLC, an Alabama corporation, is signed to the foregoing Development Agreement and who is known to me, acknowledged before me on this day that, being informed of the contents of said Agreement, he/she, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation on the day the same bears date Subscribed and sworn to before me on this the day of (SEAL Notary Public My Commission Expires:

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