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HomeMy WebLinkAboutDupaco Community Credit Union-10/26/2015 (2)Please return Ms copy -to: City Clerk & Finance Dept. 715 Mulberry St. Waterloo, IA 50703 Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50704 Phone (319) 234-5701 DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") ' entered into as of Q�1�.r z , 2015 by and between 6 Li a1rlr,kvnkCvec B- Ohl (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") and located in the Crossroads Waterloo Urban Renewal and Redevelopment Plan Area at 1946 Schukei Road. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Development Property; Improvements by Company. The Company has purchased or will purchase the real property described on Exhibit "A" hereto (the "Property"). The Company will undertake the Project (defined below) upon the Property. Company shall demolish the existing structure and improvements and construct a new building of no less than 3,000 square feet that is suitable for use as a retail financial institution, and shall make related parking, landscape, and other improvements to the building and grounds (the "Improvements"). The Improvements will include a drive-through teller and ATM with exit onto the San Marnan frontage road. 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. It is contemplated that the value added by the Improvements will, upon substantial completion; result in an assessed value of no less than $1,200,000. 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 obtain a building permit and begin construction no later than the date that is four (4) months after the date of this Agreement (the "Project Start Date"), and construction of Improvements on the Property shall be completed by December 31, 2016 (the "Project Completion Date"). If, by the Project Start Date, Company has not in good faith begun construction of the Improvements upon the Property, then the City may terminate this Agreement following Company's failure to begin construction within thirty (30) days following written notice of default from City. If development has commenced by the Project Start Date or within any agreed period of extension and 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 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 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. 3. Water and Sewer. Company will be responsible for extending water and sewer service at its own cost to any location on the Property and for payment of any associated connection fees. 4. 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 "B", it will not seek or cause a reduction in the assessed valuation for the Property, which shall be fixed for assessment purposes, below the aggregate amount of $1,200,000 ("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. 2 Company agrees to sign an agreement substantially in the form attached as Exhibit "B" concurrently with execution of this Agreement. 5. 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 4, City agrees to rebate property tax (with the exceptions noted below) for a period of three (3) years at 50% for any taxable value over the January 1, 2015 land value of $276,000. Rebates are payable only to the extent that Company has actually paid general property taxes due and owing for such year. To receive rebates, Company must, within twelve (12) months after the tax payment due date, submit a completed rebate request to City on the form provided by or otherwise satisfactory to City, or the rebate will be forfeited at City's option. 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 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. 6. 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. 7. 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. 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. 8. Representations and Warranties of Company. Company hereby represents and warrants as follows: 3 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. 9. 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. 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 facsimile number , Attention: 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, 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. 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 4 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 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. Binding Effect. 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, 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. 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. 5 CITY OF WATERLOO, IOWA Bv: %' By: mest G. Clark, Mayor Attest: ,vccZ4-.e Suzy Schrares, City Clerk 6 EXHIBIT "A" Legal Description of Property Assessor parcel no. 8813-02-327-006, legally described as: Lot 10, Schukei Commercial Park, City of Waterloo, Iowa. EXHIBIT "B" MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement") is entered into as of zeeag, l , by and among the CITY OF WATERLOO, IOWA ("City"), bopac, C-- ("Developer"), and the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City and Developer have entered into a development agreement (the "DA") regarding certain real property, described in Exhibit "A" thereto, located in the City; and WHEREAS, it is contemplated that pursuant to the DA, the Developer will undertake the development of an area ("Project") within the City and within the "Crossroads Waterloo Urban Renewal and Redevelopment Plan Area"; and WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the Developer 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 Developer, the minimum actual value which shall be fixed for assessment purposes for the land and Improvements to be constructed thereon by the Developer as a part of the Project shall not be less than $1,200,000.00 ("Minimum Actual Value") in the aggregate until termination of this Agreement. The parties hereto agree that construction of the Improvements will be substantially completed on or before December 31, 2016, unless extended by mutual written agreement of the parties. 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, 2023. Nothing herein shall be deemed to waive the Developer'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 Developer 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. CITY OF WATERLOO, IOWA By: rnest G. Clark, Mayor Attest: no uzy Sc res, City Clerk [COMPANY NAME] 40' ear Title: P esident/CEO [acknowledgments on next page] 2 STATE OF IOWA ) ss. COUNTY OF BLACK HAWK This record was acknowledged before me on D�, ' Z-" , 2015 by Emest G. Clark and Suzy Schares, as Mayor and City Clerk, respectively, of the City of Waterloo, Iowa. Notary Public STATE OF IOWA ) ss. COUNTY OF BLACK HAWK ) This record was acknowledged before me on Or,h-tri /5 , 2015 by of 07;c?-karrt as /fires,dei S /er aufide6 /'r�mm �r�� ; (344):1" DEURA DIGMIANM COWISSION NOLO 167E'08 IN Y COMMISSION WIRES J2 -029G'6 3 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 and building upon completion of the development shall not be Tess than One Million Two Hundred Thousand Dollars ($1,200,000.00) in the aggregate, until termination of this Minimum Assessment Agreement. Ass r for Black Hawk County, Iowa 7r2Jr. -/ Date STATE OF IOWA ss. COUNTY OF BLACK HAWK ) Subscribed and swom to before me on 7 - � S = /G , 2016 -by T.J. Koenigsfeld as Assessor for Black Hawk County, Iowa. Notary Public DEBORAH L. BOECKMANN MY COMMISSION NO. 16786 MYS JOS pCPIRE3 , 1 •