HomeMy WebLinkAboutIowa Community Credit Union-2/13/2012DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is entered into as of February
�9 , 2012, by and between Iowa Community Credit Union (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.
S. Company is willing and able to finance and construct a building and
related improvements on property located in the Downtown Waterloo
Urban Renewal and Redevelopment Plan Area.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties agree as follows:
1. Sale of Property. On or before March 1, 2012, City shall convey, or
cause to be conveyed, to Company the real property described in Exhibit "A" hereto
(the "Property"). The purchase price of that portion of the Property identified on Exhibit
"A" as the "Building Site" shall be $1.00, and the purchase price of the remainder
identified on Exhibit "A" as "Abutting Land" shall be $50,000.00. Conveyance may
occur at two separate closings, but in any event shall be by special warranty deed, free
and clear of all encumbrances arising by or through City except: (a) easements,
conditions and restrictions of record which do not, in Company's opinion, interfere with
Company's proposed use; (b) current and future real estate real property taxes and
assessments subject to the agreements made herein; (c) general utility and right-of-way
easements serving the Property; and (d) restrictions imposed by City zoning ordinances
and other applicable law. If the Property is not already owned by the City, City's duty to
convey is expressly made subject to occurrence of a closing on the City's acquisition of
the Property.
2. improvements by Company. Company shall construct a retail banking
facility consisting of approximately 2,500 square feet, and related landscaping,
sidewalks, signage and parking (collectively, the "Improvements"), all of which shall be
located on the Property. 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 Improvements will
have a total project cost of no less than $450,000.00. 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 Company's..
commitment to undertake the Project and to construct the Improvements in a timely
manner constitutes a material inducement for the City to convey the Property, or to
cause the Property to be conveyed, to Company and that without said commitment City
would not have done so. Company must obtain a building permit and begin
construction within three (3) months from the date the Property is deeded to it, and
construction of Improvements on the Building Site shall be completed by July 1, 2013,
(the "Building Completion Date"), with construction of Improvements on the Property as
a whole within sixty (60) days thereafter (the "Project Completion Date"). If, after the
expiration of three (3) months from the date of the executed deed, Company has not
begun in good faith the construction of the Improvements upon the Building Site, then
title to the Property shall revert to the City. If construction has not begun at the end
said two-month period, but the development of the Project is still imminent, the City
Council may, but shall not be required to, consent to an extension of time for the
construction of the Improve-ments, and if an extension is granted but construction of
the Improvements has not begun within such extended period, then the title to the
Property shall revert to the City after the end of said extended period. If development
has commenced within the two-month period or any extended period 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 Building Completion Date and
the Project Completion Date, as applicable, 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 title to the Property shall revert to the City
after the end of said period. Upon substantial completion of Improvements on the
Building Site, Company shall act with diligence to permanently move its business
operations into the new building, remove the temporary banking facility from the
Property, and complete construction of Improvements on the Property, including the
Abutting Land, by the Project Completion Date.
In the event of any reversion of title, Company agrees that it shall, at its
own expense, promptly execute all documents, including but not limited to a special
warranty deed, or take such other actions as the City may reasonably request to
effectuate said reversion, and Company further agrees that it shall indemnify and hold
harmless the City with respect to any demand, claim, cause of action, damage, or injury
made, suffered, or incurred as a result of or in connection with the Project, or
Company's failure to carry on or complete same, or Company's ownership of the
Property. If the City files suit to enforce the terms of this Section 3 and prevails in such
suit, then the Company shall be liable for all of the City's legal expenses, including but
not limited to reasonable attorneys' fees.
4. Water and Sewer. Company will be responsible for extending water and
sewer service to any location on the Property and for payment of any associated
connection fees.
5. Minimum Assessment Agreement. Company acknowledges and
agrees that it will pay when due all taxes and assessments, general or special, and all
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other lawful charges whatsoever levied upon or assessed or placedagainst 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 taxable valuation for the Property,
which shall be fixed for assessment purposes, below the aggregate amount of
$450,000 ("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.
Company agrees to sign the agreement attached as Exhibit "B" at closing.
6. Reserved.
7. City Activities in Aid of Development,
A. Site Readiness. Before conveyance of the Property to Company,
City will demolish existing structures on the Property, remove all debris thereon,
and level the site to grade.
B. Payment of Interim Costs. City will reimburse Company for costs
incurred by Company to install and set up a portable building for Company's
banking operations to be conducted until substantial completion of construction
of the new permanent building. The temporary location will be on the "abutting
land" portion of the Property. Reimbursable costs include down payment or
deposit, monthly rental charges, installation of foundation or slab, delivery and
removal, hookup to water, sewer and utilities, other costs to install and setup the
facility, and monthly lease charges for furnishings. City will reimburse Company
the sum of $52,90610 (the "Interim Costs Payment"), which the parties agree is
a good faith estimate of the reimbursable costs described above, including
approximately eight months of occupancy costs. The parties agree that the
Interim Costs Payment is satisfactory for purposes of this Agreement, and each
of them waives any right to recoupment, offset, or other damages in the event
that actual reimbursable costs are later determined to differ from the Interim
Costs Payment. Company will be responsible to arrange for removal of the
structure from the temporary location after it begins occupancy of the new
building. Company will be responsible to pay, at its own cost and expense, all
costs to operate and maintain the temporary facility, including but not limited to
utilities, that exceed the Interim Costs Payment. The provisions of this
paragraph are intended to supersede and replace Section 22, paragraph D of
that certain Real Estate Purchase Agreement between the parties approved by
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the city council of City on January 30,2012, and upon execution of: this..
Agreement by the parties said paragraph D shall be deemed terminated.
8. 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.
9. 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.
10. Abstracting. No less than fourteen (14) days prior to the anticipated date
of conveyance, City shall, at its own expense, deliver to Company an updated abstract
of title, or in lieu thereof Company may, at its own expense, obtain whatever form of title
evidence it desires. If title is unmarketable or subject to matters not acceptable to
Company, and if City does riot remedy or remove such objectionable matters in timely
fashion following written notice of such objections from Company, Company may
terminate this Agreement.
11. 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.
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(b) . if.to.Conipany, to lowa.Community Credit Union, P.O. Box 750,
Waterloo, Iowa, 50704, facsimile number 319-277-8981, Attention: President.
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.
12. 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.
13. 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.
14. 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.
15. 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.
16_ Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
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17. 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.
18. 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.
19. 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.
iA• mest G. Clark, Mayor ent
CITY
By:
TERLOO, IOWA
IOWA COMMUN TY CREDIT UNION
BY: I
Mark eth Presid
Attest_ ��
Suzy Sches, City Clerk
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EXHIBIT..,�A
Legal Description of Properly to be Improved
Lot 29, except the Northwesterly one and one-half (11/z) feet thereof, in "Auditor's Falls Avenue
and Mullan Avenue Plat," in the City of Waterloo, Black Hawk County, Iowa
The following portion of the Property is referred to as the `Building Site":
Lot 29, except the Northwesterly ninety (90) feet thereof, in "Auditor's Falls Avenue and
Mullan Avenue Plat," in the City of Waterloo, Black Hawk County, Iowa.
The following portion of the Property is referred to as the "Abutting Land":
The Northwesterly ninety (90) feet of Lot 29, except the Northwesterly one and one-half (11/2)
feet thereof, in "Auditor's Falls Avenue and Mullan Avenue Plat," in the City of Waterloo,
Black Hawk County, Iowa.
EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as of
0-%—u 2_) , 2012, by and among the CITY OF WATERLOO, IOWA ("City"),
Iowa Community Credit Union ("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 "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
Developer will undertake the development of an area ("Project") within the City and
within the Downtown 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 taxable 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 Tess than $450,000.00 ("Minimum Actual Value") until
termination of this Agreement. The parties hereto agree that construction of the
Improvements on the Building Site will be substantially completed on or before July 1,
2013 and on the Property as a whole within sixty (60) days thereafter.
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,
2019. 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. The City shall not unreasonably withhold its consent to permit the
Developer to contest its taxable valuations in full, commencing with the assessment of
January 1, 2020.
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. It may not be modified or amended except by
the mutual written agreement of the parties.
ATTEST:
By:
Suzy Schar s, City Clerk
STATE OF IOWA
COUNTY OF BLACK HAWK
On IrC V4 t to � 7
, 2012, before me, a Notary Public in and for the
State of Iowa, personallyiappeared 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
) ss.
CITY OF ATERLOO, IOWA
mest G. Clark, Mayor
IOWA COMMUNITY CREDIT UNION
iY\
Mark eth, President
By: I
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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.
STATE OF IOWA
COUNTY OF BLACK HAWK
Acknowledged before me on
of Iowa Community Credit Union!
Tonya S. McGlaughlin
Commission No.730601
My Commission Expires
)
)ss.
3
'(':> , 2012 by Mark Heth as President
Notary Public,.
CO,
CERTIFICATJON.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 Four
Hundred Fifty Thousand Dollars ($450,000.00).
Assessor for Black Hawk County, Iowa
Date
STATE OF IOWA )
)ss.
COUNTY OF BLACK HAWK
Subscribed and sworn to before me on , 2012, by Tami
McFarland, Assessor for Black Hawk County, Iowa.
Notary Public