HomeMy WebLinkAboutLincoln Savings Bank - 10/07/2019 (RECORDED) 111111 11011111111
Doc ID: 009723020021 Type: GEN
Recorded: 12/12/2019 at 03:51:20 PM
Fee Amt: $107.00 Page 1 of 21
Black Hawk County Iowa
SANDIE L. SMITH RECORDER
F11e2020-00010730
Preparer: Christopher S.Wendland, P.O. Box 596, Waterloo, Iowa 50704 (319)234-5701
After recording, return to Community Planning&Development, 715 Mulberry Street, Waterloo, IA 50703.
DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is entered into as of
the City (1 , 2019, by and between Lincoln Savings Bank ("Company") and
of Waterloo, Iowa, ("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, and the City
further believes that the project is in the vital and best interests of the City
and that the project and such incentives are in accordance with the public
purposes and provisions of applicable State and local laws and
requirements under which the project has been undertaken and is being
assisted.
B. Company is willing and able to finance and construct certain building
improvements on certain real property that Company is acquiring from
Cedar Valley Tech Works, Inc. ("CVTW"), located in the Downtown
Waterloo Urban Renewal and Redevelopment Area (the "Urban Renewal
Area").
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties agree as follows:
1. Development Property. Company is the owner of, or is in the process of
acquiring ownership of, one or more condominium units in a horizontal property regime
governing real estate at 360 Westfield Avenue, Waterloo, Iowa, described on Exhibit "A"
attached hereto (the "Property"). The Company will undertake the Project (defined
below) in and upon the Property.
2. Improvements by Company. Company shall cause certain
improvements (the "Improvements") to be constructed on the Property, consisting of
approximately 75,000 square feet of office space including lobbies and common areas
(37,500 sq. ft. will be finished and 37,500 square feet will be white boxed for future
build-out). The Improvements shall be constructed generally in conformity with the
depictions attached hereto as Exhibit "C". Company agrees that the Improvements
shall be constructed in accordance with all applicable City, state, and federal building
codes and shall comply with all applicable City ordinances. Company will use its best
efforts to obtain, or cause to be obtained, in a timely manner, all required permits,
licenses and approvals, and will meet, in a timely manner, all requirements of all
applicable local, state, and federal laws and regulations which must be obtained or met
before the Improvements may be lawfully constructed. 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. City Activities to Aid the Project. In addition to the property tax rebates
provided for in Section 7 below, the City agrees to undertake each of the following
activities at its own expense:
A. Development Grant. Within thirty (30) days after Company
presents to City's planning department a certificate of occupancy issued upon
Substantial Completion of the Improvements (the date of issuance is the
"Occupancy Date"), City shall pay to Company a development grant in the
amount of$550,000.00 (the "Grant"). For purposes of this Agreement,
"Substantial Completion" means completion of all of the Improvements — both
finished space and white-box space —to the extent necessary for City to issue a
certificate of occupancy relating thereto, and the fact of the issuance of such
certificate.
B. Property Tax Rebates. City shall provide property tax rebates on
the terms and conditions set forth elsewhere in this Agreement.
C. Iowa Reinvestment District Grants. City has previously established
the TechWorks Reinvestment District pursuant to Iowa Code Chapter 15J (the
"IRD"). Commencing after the Occupancy Date, City will make grant payments
to Company, funded by IRD receipts or City-issued bonds, of no less than
$200,000.00 each fiscal year (July to June) for a period of fifteen (15) years.
Payments in the first year will be prorated based on the number of complete
months following the Occupancy Date in the first payment year. Each's year's
grant shall be made in a single, annual payment by August 1 in respect of the
fiscal year most recently ended.
D. Project Review and Assistance. The parties acknowledge and
agree that the Project will require Company to obtain various approvals from the
City of Waterloo and/or other applicable governmental authorities, including but
not limited to zoning, site plan, building permit and other approvals required or
necessary for Company's proposed Improvements to the Property. City will
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make planning, building, and engineering staff available for Project planning
review and consultations in order to promote expeditious progress of the Project.
E. Support for Applications. City agrees that it will cooperate in good
faith with Company and, if necessary for program requirements, will sponsor
Company applications for available tax credits and/or rebates and other available
government funding, if Company chooses to make such application. The parties
anticipate that Company may apply for federal and State of Iowa historic tax
credits, brownfield/grayfield tax credits, credits and sales tax reimbursements
under the Iowa Economic Development Authority (IEDA) High Quality Jobs
Program, reimbursements and credits under the Iowa Industrial New Jobs
Training Act, and other incentives.
F. Purchase Option. For a period of five (5) years after the date of
execution of this Agreement, Company shall have an option to purchase up to
one-half acre of undeveloped land from City in the Urban Renewal Area for a
price of$1.00, subject to a development agreement that includes establishment
of a minimum assessed value, for purposes of constructing a new retail banking
location. Undeveloped land that is needed for a municipal purpose or that is
designated for another development project is not eligible for purchase.
Company shall exercise the option, if at all, by delivery of written notice to City,
and thereafter the parties shall enter a purchase agreement on terms mutually
agreeable to the parties. If Company instead exercises an option to purchase
land from CVTW for the purposes described in this paragraph, then this option
shall automatically terminate without further action by the parties.
4. Timeliness of Construction. Company must obtain a building permit
and begin construction within six (6) months from the date that Company receives
notice of approval from the Iowa Division of Banking for change of location, and
Company shall cause the Improvements to be Substantially Completed no later than
December 31, 2020, or by such other date as the parties may mutually agree in writing.
If Company has not begun construction of the Improvements before the end of the 6-
month period, this Agreement shall be voided and City shall have no further obligation
hereunder. If construction has not begun by the end said six-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 Improvements. If
construction has commenced within the required 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 (each of
the foregoing is an "Unavoidable Delay"), the requirement that construction of the
Project shall be tolled for a period of time equal to the period of Unavoidable Delay, and
thereafter if construction is not completed within the allowed period of extension, this
Agreement shall be voided and City shall have no further obligation hereunder.
5. Utilities. Company will be responsible, at its own cost, for extending
water, sewer, telephone, telecommunications, electric, gas and other utility services to
any location on the Property and for payment of any associated connection fees.
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6. 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 the Minimum
Assessment Agreement (the "MAA") attached hereto as Exhibit "B" it will not seek or
cause a reduction in the taxable valuation for the Property as improved pursuant to this
Agreement, which shall be fixed for assessment purposes, below the amount of
$8,500,000.00 (the "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 execute and deliver the MAA concurrently with its execution and
delivery of this Agreement.
7. 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, and subject to annual appropriation by the city council, City agrees to
rebate property tax (with the exceptions noted below) as follows:
Year 1 through Year 20 70% rebate each year
for any taxable value over the January 1, 2019 value of $750,000.00. 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 and the city council has made an
appropriation for the payment of rebates. To receive rebates for a given year, Company
must submit a completed rebate request to City on the form provided by or otherwise
satisfactory to City.
The taxable 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.
The first year of in which a rebate may be given ("Year 1") shall be the first
full year for which the assessment is based upon the completed value of the
Improvements, and not based on a prior year for which the assessment is based solely
upon (x) the value of the Property or upon (y) the value of the Property and a partial
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value of the Improvements due to partial completion of the Improvements or a partial tax
year.
8. Project Conditions. The performance of Company under this Agreement
is expressly made subject to fulfillment or waiver of each of the following conditions, and
in the event each of such conditions are not fulfilled or waived then this Agreement shall
be void and City shall have no further obligation under this Agreement.
A. Condominium. No later than December 31, 2019, CVTW shall
submit the Property to a horizontal property regime that is compliant with Iowa
law, including in such regime the entire "Tech 1" building and surrounding
grounds and parking lot.
B. Property Conveyance. Within thirty (30) days, or such longer
period as may be agreed between CVTW and Company, CVTW shall convey title
to the Property to Company, including in such conveyance the condominium
units that comprise the Property and all interests in the common elements that
are appurtenant to such units. The conveyance shall be subject to such terms
and conditions as shall be set forth in a separate agreement between CVTW and
Company, including but not limited to the rent-free right to use up to 6,000 square
feet of CVTW's current office space on the second floor of the Tech 1 building
during the period of construction of Improvements, not exceeding 24 months.
C. CVTW Purchase Option - Retail. CVTW and Company shall enter
into an agreement granting to Company an option to purchase up to one-half
acre of undeveloped land from CVTW for a price of $1.00, for purposes of
constructing a new retail banking location. Undeveloped land that is designated
for another development project is not eligible for purchase. Company may not
exercise both the option provided for in this paragraph and the option provided
for in Section 3.F above.
D. CVTW Purchase Option - Operations. CVTW and Company shall
enter into an agreement granting to Company an option to purchase the
condominium unit(s) corresponding to the bottom three floors of the Tech 1
Building, at a price equal to the appraised value of said unit(s) and all
appurtenant interests, minus the anticipated cost of improvements, determined in
good faith, that Company agrees to make to such unit(s) after conveyance, and
minus the value added to such units by improvements to the exterior of the
building that were paid for by Company after the date of this Agreement (the
"Bank-Paid Added Value"). If the appraiser is unable to derive the Bank-Paid
Added Value, or if a party disputes the Bank-Paid Added Value derived by the
appraiser, then the parties shall negotiate in good faith to resolve the dispute,
and if they cannot do so then a second appraisal shall be performed and the
Bank-Paid Added Value as determined by the two appraisals shall be averaged
and then utilized in the purchase-price formula set forth in the preceding
sentence. The parties will equally bear the cost of the first appraisal, but the
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party that demands a second valuation shall solely bear the cost of the second
appraisal.
9. Additional Covenants of Company. In addition to the other promises,
covenants and agreements of Company as provided elsewhere in this Agreement,
Company agrees as follows:
A. Company agrees during construction of the Improvements and
thereafter until the MAA termination date to maintain, as applicable, builder's risk,
property damage, and liability insurance coverages with respect to the
Improvements in such amounts as are customarily carried by like organizations
engaged in activities of comparable size and liability exposure, and shall provide
evidence of such coverages to the City upon request.
B. Until Substantial Completion of the Improvements, Company shall
make such reports to City, in such detail and at such times as may be reasonably
requested by City, as to the actual progress of Company with respect to
construction of the Improvements.
C. Company will cooperate fully with the City in resolution of any
traffic, parking, trash removal or public safety problems which may arise in
connection with the construction and operation of the Improvements.
D. The Property will have a taxable value as set forth in the MAA, and
Company agrees that the minimum actual value of the Property and completed
Improvements as stated in the MAA will be a reasonable estimate of the actual
value of the Property and Improvements for ad valorem property tax purposes.
Company agrees that it will spend enough in construction of the Improvements
that, when combined with the value of the Property and related site
improvements, will equal or exceed the assessor's minimum actual value for the
Property and Improvements as set forth in the MAA.
E. Company will maintain, preserve and keep the Property, including
but not limited to the Improvements, in good repair and working order, ordinary
wear and tear excepted, and from time to time will make all necessary repairs,
replacements, renewals and additions.
F. Company will comply with all applicable land development laws and
City and county ordinances, and all laws, rules and regulations relating to its
businesses, other than laws, rules and regulations where the failure to comply
with the same or the sanctions and penalties resulting therefrom, would not have
a material adverse effect on the business, property, operations, or condition,
financial or otherwise, of Company.
G. During the period that any rebate is payable to Company under this
Agreement, Company agrees that (1) it will not undertake, in any other
municipality in Black Hawk County, the construction or rehabilitation of any
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commercial property as a primary location for Company's business operations of
the type to be conducted on the Property, and (2) it will make no conveyance,
lease or other transfer of the Property or any interest therein that would cause
the Property or any part thereof to be classified as exempt from taxation or
subject to centralized assessment or taxation by the State of Iowa.
H. Company shall pay, or cause to be paid, when due, all real property
taxes and assessments payable with respect to any and all parts of the Property.
Company agrees that (1) it will not seek administrative review or judicial review of
the applicability or constitutionality of any Iowa tax statute or regulation relating to
the taxation of real property included within the Property that is determined by
any tax official to be applicable to the Property or to Company, or raise the
inapplicability or constitutionality of any such tax statute or regulation as a
defense in any proceedings of any type or nature, including but not limited to
delinquent tax proceedings, and (2) it will not seek any tax deferral, credit or
abatement, either presently or prospectively authorized under Iowa Code
Chapter 403 or 404, or any other state law, of the taxation of real property
included within the Property.
10. 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.
11. Representations and Warranties of Company. Company hereby
represents and warrants as follows:
A. It 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.
B. It has all requisite power and authority to own and operate its
properties, to carry on its business as now conducted and as presently proposed
to be conducted, and to enter into and perform its obligations under this
Agreement.
C. This Agreement has been duly and validly authorized, executed
and delivered by Company and, assuming due authorization, execution and
delivery by the other parties hereto, and further assuming approval from the Iowa
Division of Banking for relocation of Company operations to the Property, is in full
force and effect and is a valid and legally binding instrument of Company that is
enforceable in accordance with its terms, except as the same may be limited by
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bankruptcy, insolvency, reorganization or other laws relating to or affecting
creditors' rights generally.
D. The execution and delivery of this Agreement, the consummation of
the transactions contemplated hereby, and the fulfillment of or compliance with
the terms and conditions of this Agreement are not prevented by, limited by, in
conflict with, or result in a violation or breach of, the terms, conditions or
provisions of the articles of organization or bylaws of Company or of any
contractual restriction, evidence of indebtedness, agreement or instrument of
whatever nature to which Company is now a party or by which it or its property is
bound, nor do they constitute a default under any of the foregoing.
E. There are no actions, suits or proceedings pending or threatened
against or affecting Company in any court or before any arbitrator or before or by
any governmental body in which there is a reasonable possibility of an adverse
decision which could materially adversely affect the business (present or
prospective), financial position, or results of operations of Company or which in
any manner raises any questions affecting the validity of the Agreement or
Company's ability to perform its obligations under this Agreement.
12. Indemnification and Releases.
A. Company hereby releases City, its elected officials, officers,
employees, and agents (collectively, the "indemnified parties") from, covenants
and agrees that the indemnified parties shall not be liable for, and agrees to
indemnify, defend and hold harmless the indemnified parties against, any loss or
damage to property or any injury to or death of any person occurring at or about
the Property or resulting from any defect in the Improvements. The indemnified
parties shall not be liable for any damage or injury to the persons or property of
Company or its directors, officers, employees, contractors or agents, or any other
person who may be about the Property or the Improvements, due to any act of
negligence or willful misconduct of any person, other than any act of negligence
or willful misconduct on the part of any such indemnified party or its officers,
employees or agents.
B. Except for any willful misrepresentation, any willful misconduct, or
any unlawful act of the indemnified parties, Company agrees to protect and
defend the indemnified parties, now or forever, and further agrees to hold the
indemnified parties harmless, from any claim, demand, suit, action or other
proceedings or any type or nature whatsoever by any person or entity
whatsoever that arises or purportedly arises from (1) any violation of any
agreement or condition of this Agreement (except with respect to any suit, action,
demand or other proceeding brought by Company against the City to enforce its
rights under this Agreement), or (2) the acquisition and condition of the Property
and the construction, installation, ownership, and operation of the Improvements,
or (3) any hazardous substance or environmental contamination located in or on
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the Property, but only to the extent such liability has not been previously
transferred to and accepted by the City in writing.
C. The provisions of this Section shall survive the expiration or
termination of this Agreement.
13. Default. The following shall be "Events of Default" under this Agreement,
and the term "Event of Default" shall mean any one or more of the following events that
continues beyond any applicable cure periods:
A. Failure by Company to cause the construction of the Improvements
to be commenced and completed pursuant to the terms, conditions and
limitations of this Agreement;
B. Transfer by Company of any interest (either directly or indirectly) in
the Improvements, the Property, or this Agreement, without the prior written
consent of City, which consent shall not be unreasonably withheld or denied;
notwithstanding the foregoing, and provided that Company provides written
notice to City, Company may assign its rights under this Agreement, including but
not limited to mortgaging the Property, to a private lender as security on a credit
facility taken in connection with the Project, including any refinancing thereof,
without further action on the part of the City;
C. Failure by Company to pay, before delinquency, all ad valorem
property taxes levied on or against the Property;
D. Failure by any party hereto to substantially observe or perform any
covenant, condition, obligation or agreement on its part to be observed or
performed under this Agreement or the MAA;
E. Company (1) files any petition in bankruptcy or for any
reorganization, arrangement, composition, readjustment, liquidation, dissolution,
or similar relief under the federal bankruptcy law or any similar state law; (2)
makes an assignment for the benefit of its creditors; (3) admits in writing its
inability to pay its debts generally as they become due; (4) is adjudicated a
bankrupt or insolvent; or if a petition or answer proposing the adjudication of
Company as a bankrupt or its reorganization under any present or future federal
bankruptcy act or any similar federal or state law shall be filed in any court and
such petition or answer shall not be discharged or denied within ninety (90) days
after the filing thereof; or a receiver, trustee or liquidator of Company, or part
thereof, shall be appointed in any proceedings brought against Company and
shall not be discharged within ninety (90) days after such appointment, or if
Company shall consent to or acquiesce in such appointment; or (5) defaults
under any mortgage applicable to the Property.
F. Any representation or warranty made by Company in this
Agreement, or made by Company in any written statement or certificate furnished
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by Company pursuant to this Agreement, shall prove to have been incorrect,
incomplete or misleading in any material respect on or as of the date of the
issuance or making thereof.
14. Remedies.
A. Default by Company. Whenever any Event of Default in respect of
Company occurs and is continuing, the City may suspend its performance under
this Agreement until it receives assurances from Company, deemed adequate by
City, that Company will cure its default and continue its performance under this
Agreement. Before exercising such remedy, City shall give 30 days' written
notice to Company of the Event of Default, and by the conclusion of such period
the Event of Default shall not have been cured, or if the Event of Default cannot
reasonably be cured within 30 days and Company shall not have provided
assurances reasonably satisfactory to the City that the Event of Default will be
cured as soon as reasonably possible.
B. Default by City. Whenever any Event of Default in respect of
Company occurs and is continuing, Company may take such action against City
to require it to specifically perform its obligations hereunder. Before exercising
such remedy, Company shall give 30 days' written notice to City of the Event of
Default, and by the conclusion of such period the Event of Default shall not have
been cured, or if the Event of Default cannot reasonably be cured within 30 days
and City shall not have provided assurances reasonably satisfactory to the
Company that the Event of Default will be cured as soon as reasonably possible.
C. Remedies under this Agreement shall be cumulative and in addition
to any other right or remedy given under this Agreement or existing at law or in
equity or by statute. Waiver as to any particular default, or delay or omission in
exercising any right or power accruing upon any default, shall not be construed
as a waiver of any other or any subsequent default and shall not impair any such
right or power.
15. 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. City hereby agrees to timely undertake and complete all such
procedures, hearings and approvals so that the benefits that City promises to Company
hereunder as an inducement for Company to undertake and complete the Project as set
forth in this Agreement will not be lost. If such completion does not occur, then any
conveyance, benefit or incentive of any type provided by City hereunder within said 180-
day period is subject to reverter of title, revocation, repayment or other appropriate
action to restore such property, benefit or incentive to City, and Company agrees to
cooperate diligently and in good faith with any reasonable request by City to effectuate
the restoration of same. To the extent permitted by applicable law, City agrees to
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indemnify Company and hold it harmless from and against any claims, damages, costs,
expenses or loss of value suffered by Company and arising from such revocation or
repayment.
16. 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.
17. Performance by City. Company acknowledges and agrees that all of the
obligations of City under this Agreement shall be subject to, and performed by City in
accordance with, all applicable statutory, common law or constitutional provisions and
procedures consistent with City's lawful authority. All covenants, stipulations, promises,
agreements and obligations of City contained in this Agreement shall be deemed to be
the covenants, stipulations, promises, agreements and obligations of City and not of any
governing body member, officer, employee or agent of City in the individual capacity of
such person.
18. No Third-Party Beneficiaries. No rights or privileges of any party hereto
shall inure to the benefit of any contractor, subcontractor, material supplier, or any other
person or entity, and no such contractor, subcontractor, material supplier, or other
person or entity shall be deemed to be a third-party beneficiary of any of the provisions
of this Agreement.
19. 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 508 Main Street, Reinbeck, Iowa 50669,
Attention: President/CEO, with a copy to Eric W. Johnson, Esq., Beecher Law
Firm, 620 Lafayette Street, Waterloo, Iowa 50703.
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,
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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.
20. 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.
21. 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.
22. Severability; Reformation. 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.
23. 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.
24. Interpretation. This Agreement shall not be construed more strictly
against one party than against the other merely by virtue of the fact that it may have
been prepared by counsel for one of the parties, it being recognized that the parties
hereto and their respective attorneys have contributed substantially and materially to the
preparation of each and every provision of this Agreement.
25. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
26. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original and all of which, taken together, shall
constitute one and the same instrument.
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27. Entire Agreement. This Agreement, together with the exhibits attached
hereto, 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.
28. 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 LINCOLN SAVINGS BANK
B : e/itABy: �/YL�-1�u pct-- YIVIle"CCQuentin Hart YMa or Erik Skovgard, Prent/CEO
4
Attest: fr7iJ?é4c .
i----
Kelley Felcity Clerk
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Attachment A
Legal Description
Units 4, 5, and 6, and appurtenant interests in common elements, of Tech 1 Commercial
Condominiums, a horizontal property regime to be established on a portion of Lot 1,
TechWorks Addition, City of Waterloo, Iowa, such portion to be defined by plat of
survey upon premises now described as:
TECHWORKS ADDITION LOT 1 EXC THAT PART OF LOT 1 DESC AS BEG SW COR OF AFORESAID
LOT 1 TH N 02 DEG 11 MIN 20 SEC W 10.94 FT ALONG W LINE SAID LOT 1 TH NLY 487.77 FT
ALONG NWLY LINE SAID LOT 1 AND ALONG ARC OF A 460 FT RADIUS CURVE CONCAVE ELY WITH
A LONG CHORD OF 465.24 FT WHICH BEARS N 29 DEG 22 MIN 12 SEC E TH NELY 239.61 FT
ALONG NLY LINE OF SAID LOT 1 AND ALONG THE ARC OF 1824.05 FT RADIUS CURVE CONCAVE S
WITH A LONG CHORD OF 239.44 FT WHICH BEARS N 63 DEG 30 MIN 37 SEC E TH S 21 DEG 41
MIN 23 SEC E 198.64 FTTH SELY AND ELY 131.49 FT ALONG ARC OF 50 FT RADIUS CURVE
CONCAVE NELY WITH A LONG CHORD OF 96.74 FT WHICH BEARS S 39 DEG 25 MIN 30 SEC E TH S
1 DEG 05 MIN 21 SEC E 139.18 FT TO S LINE OF AFORESAID LOT 1 TH S 89 DEG 46 MIN 45 SEC W
514.91 FT ALONG S LINE LOT 1 TH S 123.19 FT ALONG E LINE SAID LOT 1 TH N 89 DEG 35 MIN 41
SEC W 65.06 FT ALONG MOST S LINE SAID LOT 1 TO POB ALSO EXC PART OF LOT 1 DESC AS COM
AT SE COR OF LOT 1 TH S 62 DEG 15 MIN 57 SEC W 215.87 FT TO POB TH S 62 DEG 15 MIN 57
SEC W 152.67 FT TH S 67 DEG 29 MIN 55 SEC W 76.84 FT TH S 63 DEG 34 MIN 8 SEC W 20.45 FT
TO BEG OF 833.33 FT RADIUS CURVE CONCAVE NLY AND HAVING A LONG CHORD OF 149.99 FT
BEARING S 68 DEG 43 MIN 54 SEC W TH WLY ON ARC OF SAID CURVE 150.20 FT TH N 15 DEG 15
MIN 33 SEC W 165.58 FTTH N 20 DEG 28 MIN 28 SEC W 29.17 FTTH S 68 DEG 55 MIN 29 SEC W
44.61 FT TH N 20 DEG 17 MIN 51 SEC W 309.37 FT TH N 69 DEG E 588 FT TH S 21 DEG E 65.70 FT
TO BEG OF 142.82 FT RADIUS CHORD CONCAVE SLY AND HAVING A LONG CHORD OF 91.58 FT S
87 DEG 35 MIN 27 SEC E TH ELY ON THE ARC OF SAID CURVE 93.23 FT TH SLY ON THE ARC OF
SAID CURVE 132.98 FT TH S 59 DEG 48 MIN 31 SEC W 20.27 FT TH S 30 DEG 11 MIN 29 SEC E
65.85 FT TH S 59 DEG 33 MIN 58 SEC W 75.11 FT TH S 49 DEG 46 MIN 2 SEC W 108.25 FT TH S 18
DEG 14 MIN 11 SEC E 143.74 FT TO POB.
•
EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as of
Octal -7 , 2019, by and among the CITY OF WATERLOO, IOWA ("City"),
LINCOLN SAVINGS BANK ("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 (the "Property"), described in Exhibit "A" thereto, located in the City; and
WHEREAS, it is contemplated that pursuant to the Development Agreement, the
Company will undertake the development of an area (the "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
Company desire to establish a minimum actual value for the land and the building(s) on
the Property 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 $8,500,000.00 (the "Minimum Actual Value")
until termination of this Agreement. The parties hereto agree that construction of the
Improvements will be substantially completed on or before December 31, 2020.
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,
2050. 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 Company seek or cause the reduction of the actual value assigned
below the Minimum Actual Value established herein during the term of this Agreement.
Nothing herein shall limit the discretion of the Assessor to assign at any time an actual
value to the land and Improvements in excess of the Minimum Actual Value.
3. Company agrees that it will not seek administrative review or judicial
review of the applicability or constitutionality of any Iowa tax statute or regulation
relating to the taxation of real property included within the Property that is determined by
any tax official to be applicable to the Property or to Company, or raise the
inapplicability or constitutionality of any such tax statute or regulation as a defense in
any proceedings.
4. 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.
5. Neither the preambles nor provisions of this Agreement are intended to, or
shall be construed as, modifying the terms of the Development Agreement.
6. 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.
IN WITNESS WHEREOF, the parties have executed this Minimum Assessment
Agreement by their duly authorized representatives as of the date first set forth above.
CITY OF WATERLOO, IOWA LINCOLN SAVINGS BANK
By: t.OYV"ft-Ctd By:
Quentin Hart, Mayor Erik Skovgard, Preedent/CEO
By: . . i•/ �, _L..�1
FI
Kelley Felchle( ity lerk
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
On this day of °Cb-- , 2019, 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
2
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.
Notary Pubo, 4
oPust• NANCY HI BY a
COMMISSION N0.788229
« �h . M1Y C4WINLIpS197FRES
HMP ecc
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on (\r:kl\Of 3 , 2019 by Erik
Skovgard as President/CEO of Lincoln Savings Bank.
ADRIENNE MILLER liatiwAil 1 LL
x ; 7. COMMISSION NO.809109 Notary Public
« •_^ ." MY COMMISSION EXPIRES
/.11. FEBRUARY 23,2021
3
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 Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00)
until termination of this Minimum Assessment Agreement pursuant to the terms hereof,
subject to adjustment as provided in said agreement.
sso7for Black Hawk County, Iowa
Date
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on 1 / 1�1 , 2019 by T.J.
Koenigsfeld, Assessor for Black Hawk County, Iowa.
Li4,
Itjitatttit ,
o,,P L e� ADRIENNE MILLER JO ary Public
x - COMMISSION NO.809109
°�' ' * MY COMMISSION EXPIRES
'0 W' FEBRUARY 23,2021
Exhibit "C"
LINCOLN SAVINGS BANK @ TechWorks
Improvements:4th floor 5th floor 6th floor
General Construction
General demolition
General requirements
floor leveler/patch allowance masonry
New Center Stairwell
Rough Carpentry
Finish carpentry
Thermal &moisture protection Doors frames and hardware Aluminum windows
metal framing and drywall
Tile
Acoustical ceilings and clouds carpet
Seal exposed concrete Painting
Existing Stairway renovation Specialties
Toilet partitions and accessories Signage
Window Treatment Contingency
Mech/Elec
Plumbing Breakroom plumbing HVAC
air handling unit, mech room ductwork, and louvers ductwork distribution with VAV boxes
Group restroom exhaust
IT Room air conditioning
hydronic pumps and piping perimeter heating
One Boiler and Chiller Temperature control Systems Elec
Extend panels to each floor Electrical distribution Lighting and lighting controls Door access
Telecommunication Conference Room A/V systems Technology extend to floor Separate utility metering
Fire Protection
Fire alarm systems Sprinkler systems
Additional items to renovate 6th floor(above 4 or 5)
General Construction add for 6th floor Reroute plumbing vents through roof Reroute lab exhaust aluminum
ductwork Remove bus duct
extend spr mains 2 floors
electric distribution extension 2 floors Hydronic piping extension 2 floors Fiber extension 2 floors
Facility DDC extension 2 floors
Additional items to add 6th floor mezzanine
sprinkler monitor area if floor is installed HVAC in Monitor area if floor is installed New Center Stairwell
Mezzanine general construction
Miscellaneous
Roof replacement(included separate) Utilities/site work
CFU option to extend services to site?
landscaping? Parking?
Prepared by LeAnn M. Even, Deputy City Clerk, City of Waterloo, 715 Mulberry Street,
Waterloo, IA 50703, (319) 291-4323.
RESOLUTION NO. 2019-763
RESOLUTION APPROVING DEVELOPMENT AGREEMENT
WITH LINCOLN SAVINGS BANK FOR THE
REHABILITATION OF 75,000 SQUARE FEET OF
PROFESSIONAL OFFICE SPACE IN THE TECH ONE
BUILDING, WITH AN ADDED TAXABLE VALUE OF $8.5
MILLION, INCLUDING CITY GRANT OF $550,000, TWENTY
(20) YEARS OF TAX REBATES AT 70 PERCENT, AND $3
MILLION PER THE IOWA REINVESTMENT DISTRICT
GRANT CONTRACT, IN IOWA REINVESTMENT DISTRICT
FUNDS, AND AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE SAID DOCUMENT.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, IOWA,
that the Development Agreement dated October 7, 2019, between Lincoln Savings Bank and the
City of Waterloo, Iowa, for the rehabilitation of 75,000 square feet of professional office space in
the Tech One Building, with an added taxable value of $8.5 million, including City grant of
$550,000, twenty (20) years of tax rebates at 70 percent, and $3 million per the Iowa
Reinvestment District Grant contract, in Iowa Reinvestment District funds, is hereby approved,
and the Mayor and City Clerk are authorized and directed to execute said document on behalf of
the City of Waterloo, Iowa.
PASSED AND ADOPTED this 7th day of October 2019.
ak 9A(1- --1/tak,
,4, r` --' Quentin Hart, Mayor
u
ATTEST:'
A a
/ // /
Kelley Felt/le
City Clerk
CERTIFICATE
I, Kelley Felchle City Clerk of the City of Waterloo, Iowa, do hereby certify that the
preceding is a true and complete copy of Resolution 2019-763, as passed and adopted by the
Council of the City of Waterloo, Iowa, on the 7th day of October 2019.
Witness my hand and seal of office this 7th day of October 2019.
' // ( , '< /
,_SEAc. Kelley Felchle�
1 - _ City Clerk
i; -
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