HomeMy WebLinkAboutFarmers State Bank-Development Agreement-6/21/20101111111111111111101111111111111111111111111111111111111111111111111111111111111
Doc ID 004696590010 Type GEN
Kind AGREEMENT
Recorded: 01/27/2012 at 03:46:46 PM
Fee Amt: $52.00 Page 1 of 10
Black Hawk County Iowa
JUDITH A MCCARTHY RECORDER
File2012-00014002
Prepared by Noel Anderson, City of Waterloo Planning & Zoning, Waterloo, IA, 50703, (319) 291-4366
DEVELOPMENT AGREEMENT
This Agreement is made and entered into this day of O1r1Q_ , 2010,
by and between Farmers State Bank (the "Companyand the City of Waterloo, Iowa
(the "City").
WHEREAS, City considers economic development within the City a benefit to
the community and is willing for the total good and welfare of the community to provide
financial incentives so as to encourage that goal, and
WHEREAS, Company is willing and able to develop an additional building on
property (the "Property") located in the Downtown Waterloo Urban Renewal Plan Area,
which Property is legally described on attached Exhibit "A".
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, Company and City agree as follows:
1. Sale of Property. The City shall convey the Property to Company for the
sum of $1.00. Company shall construct a one-story bank building consisting of
approximately 3,200 square feet and related improvements (the "Improvements") on the
Property. The Improvements are to be constructed in accordance with all applicable
City, State, and Federal building codes and be in compliance with all applicable City
ordinances and other applicable law. It is contemplated that the Improvements should
have an estimated total project cost of $550,000.00.
2. Construction; Reversion. The parties agree that Company's commitment
to construct the Improvements in timely fashion constitutes a material inducement for
the City to convey the Property to Company and that without said commitment City
would not have conveyed the Property. Company must obtain a building permit and
begin construction within four (4) months from the date the Property is deeded to it. If,
after the expiration of four (4) months from the date of the executed deed, Company
has not begun in good faith the construction of the building described above upon the
Property, the title to the Property will revert to City. If construction has not begun at the
end said four-month period, but the development of the project is still imminent, the City
Council may, but shall not be required to, grant an extension of time for the construction
of the building. If development has commenced within the four-month period and is
stopped and/or delayed, Company shall have twenty-four (24) months from the date of
substantial stoppage or delay to resume construction or the title to the Property shall
revert back to the City. In any event that title to the Property shall revert to the City,
Company agrees to promptly execute all documents or take such other actions as the
City may reasonably request to effectuate said reversion.
3. Minimum Assessment Agreement. Company acknowledges and agrees
that it will pay when due all taxes and assessments, general or special, and all other
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 taxable valuation for the Property, which shall be fixed for
assessment purposes, below the amount of $550,000 ("Minimum Actual Value"),
through:
(i) willful destruction of the Property, the 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 said attached Exhibit "B" at the closing.
4. Deed. The City shall convey or cause to be conveyed fee simple title to the
Property by warranty deed, free and clear of all encumbrances 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
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 the City zoning ordinances and other applicable law.
5. Tax incentives. The Company will apply for the 3 -year schedule of the
Consolidated Urban Revitalization Area to meet the requirement of the Sale
of Property Policy.
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.
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. 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.
9. Notices. Any notice under this Agreement shall be in writing and shall be
delivered in person, by overnight delivery 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
COMMUNITY Planning & Development Director.
(b) if to Company, to Farmers State Bank, 1009 Peoples Square,
Waterloo, Iowa 50702, facsimile number 319-287-3966, Attention: Ryan
Risetter.
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
delivery 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.
10. 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 its duly
authorized representative, 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.
11. 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.
12. 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.
13. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
14. 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.
15. 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.
16. Time of Essence. Time is of the essence of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Development
Agreement the date first written above.
FARMERS STATE BANK
CITY OF eTERLOO, IOWA
By:
i/k
hest G. Clark, Mayor
Suzy Shires, City Clerk
EXHIBIT "A"
Legal Description of the Property
ORIGINAL PLAT WATERLOO WEST SE 20 FT LOT 8, LOT 9, AND LOT 10, BLOCK 9, ALL IN THE
CITY OF WATERLOO, BLACK HAWK COUNTY, IOWA.
Printable Map Output
Page 1 of 1
Black Hawk County Parcel Map
Parcel ID:
8913-26-278-014
Deed Holder:
FARMERS STATE BANK
Parcel Address:
224 W 6TH ST, WATERLOO, IA 50703
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tea.
Black Hawk County, Iowa
316 East 5th Street
Waterloo, Iowa 50703-4774
Phone: (319) 833-3002
Fax: (319) 833-3070
E-mail: auditorco.black-hawk.ia.us.orq
Map Disclaimer. This map does not represent a survey. No liability is assumed for the
accuracy of the data delineated herein, either expressed or implied by Black Hawk County,
the Black Hawk County Assessor or their employees. This map is compiled from official
records, including plats, surveys, recorded deeds, and contracts, and only contains
information required for local govemment purposes. See the recorded documents for more
detailed legal information.
http://www2.co.black-hawk.ia.us/servlet/com. esri.esrimap.Esrimap?ServiceName=bhov&Cl... 6/2/2011
EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
TJ -IIS MINIMUM ASSESSMENT AGREEMENT, dated as of this 0 day of
2010, by and among the City of Waterloo, Iowa ("City"), Farmers
State Bank, ("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 "Agreement") regarding certain real property
located in the City; and
WHEREAS, it is contemplated that pursuant to said Agreement, the Developer
will undertake the development of an area ("Project") within the City and within the
"Downtown Waterloo Urban Renewal Plan Area."
WHEREAS, pursuant to Iowa Code section 403.6, as amended, the City and the
Developer desire to establish a minimum actual value for the land and improvements
constructed thereon pursuant to the Agreement and applicable only to the
development, which shall be effective upon substantial completion of the development,
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 building as to the
development only; and
WHEREAS, the City and the Assessor have reviewed the preliminary plans and
specifications for the improvements which it is contemplated will be erected as a part of
the development;
NOW, THEREFORE, the parties to this Minimum Assessment Agreement, 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 above -referenced
improvements by the Developer on the property described in Exhibit "A" attached
hereto, 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 development shall not be Tess than $550,000 ("Minimum Actual Value") until
termination of this Minimum Assessment Agreement. The parties hereto agree
construction of the improvements will be substantially completed on or before
September 1, 2011.
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,
2017.
Nothing herein shall be deemed to waive the Developer's rights under
Iowa Code section 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 to reduce 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, 2018.
3. This Minimum Assessment 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 Minimum Assessment
Agreement are intended to, or shall be construed as, modifying the terms of the
Agreement between the City and the Developer.
5. This Minimum Assessment Agreement shall inure to the benefit of and be
binding upon the successors and assigns of the parties.
IN WITNESS WHEREOF, the parties have entered this Minimum Assessment
Agreement as of the date first written above.
Attest:
By:
Suzy Sckhakes, City Clerk
Attest:
By:
Title:
STATE OF IOWA
CITY OF WATERLOO, IOWA
By:
Ernest G. C ark, Mayor
FARMER _ {ATE BANK
By.
) ss.
COUNTY OF BLACK HAWK )
k
On this 49 day ofv , 2010 before me, a Notary Public
in and for the State of Iowa, personally appeared 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 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 corpor by it and by them voluntarily executed.
r
STATE OF..‘444-
COUNTY OF gtoek blermAL) ss.
On this Re day of 41
undrsigned, a Notary Public in and for the sai county an state, personally appeared
' L. roe__ and °41,11 5. Z , to me
personallknown, who being by me duly sworn, cid say that they are the
0,C0 and Jt' , respectively, of
the corporation executing the within and foregoing instrument to which this is attached;
that said instrument was signed on behalf of the corporation by authority of ' s B and of
Directors; and that 1 and y.44 S'' ,
as officers, acknowledged the execution of the foregoing instrument to be the voluntary
act and deed of the corporation, by it and by them voluntarily executed.
Nota
Public
, 2010, before me, the
JAMIE STIEFEL
Cam Number 747193
My E�tres
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
Tess than Five Hundred Fifty Thousand Dollars ($550,000.00) in the aggregate, until
termination of this Minimum Assessment Agreement pursuant to the terms hereof.
'17, - Ffl I �
Assessor for Black Hawk County, Iowa
Date
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
SuJscribed and sworn to before m ;pn / --02 7 20.E b
y
, Assessor for Black Hawk County, Iowa.
Notary Public
DEBORAH L. BOECKMANN
MY COMMISSION NO. 185788
MY C . ,, I ION EXPIRES