HomeMy WebLinkAboutCommunity National Bank - Development Agreement - 5.15.2006 �� ✓1�, Pow -
DEVELOPMENT AGREEMENT
This Agreement is made and entered into this / IA day of naI/
2006, by and between Community National Bank (the "Company"), and 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 overall good and welfare of the community to
provide financial incentives so as to encourage that goal, and
WHEREAS, Company is willing and able to expand their existing office building
on property (the "Property") located in the Downtown Waterloo Urban Renewal and
Redevelopment Plan, described as a part of Parcel 8913-26-230-017, commonly known
as 422 Commercial Street and legally described on attached Exhibit "A".
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, Company and City agree as follows:
1. Construction; Reversion. Company shall construct a commercial
building consisting of approximately 8,000 square feet and related improvements (the
"Improvements") on the Property. The Company is building the single floor (actual
second floor) without any incentives. The Company is building the additional floor
(actual third floor) due to the City offering incentives for the larger project. 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 $ 1,800,000.00. 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".
2. 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 $ 1,500,000.00 ("Minimum Actual
Value"), through:
either; (i) willful destruction of the Property, the Improvements, or any part of
(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.
At closing, Company agrees to sign a minimum assessment agreement in the form
attached hereto as Exhibit "B".
4. Tax Rebates. Provided that Company has completed the Improvements
as set forth in paragraph 2 and has executed the minimum assessment agreement as
set forth in paragraph 3, the City agrees to property tax rebates as follows (with the
exceptions noted below):
a. Year One - 100% rebate
b. Year Two - 100% rebate
C. Year Three - 100% rebate
d. Year Four - 100% rebate
e. Year Five - 100% rebate
f. Year Six - 100% rebate
g. Year Seven - 100% rebate
h. Year Eight - 100% rebate
i. Year Nine - 100% rebate
j. Year Ten - 100% rebate
Over the amount of $1,225,000 (January 1, 2005 taxable value of $796,210 and
estimated taxable value of single floor addition of$428,790).
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 One") shall be the first full
year for which the assessment is based upon the completed value of the Improvements
and not a prior year for which the assessment is based solely upon the value of the
Property or upon the value of the Property and a partial value of the Improvements due
to partial completion of the Improvements or a partial tax year.
5. Development Standards and Requirements. Project design will be
required to meet design standards of any applicable ordinances or other governmental
regulation of general applicability, including but not limited to the Main Street Design
Review Board.
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
City Planner.
(b) if to Company, to Community National Bank, 422 Commercial
Street, Waterloo, Iowa 50701, facsimile number 319.833.0924, Attention: Josef
Vich.
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 Agreement the date
and year written above.
Community ational Bank
E. Michael Farrell, SVP / Cashier Date
�?oD
Marcia C. Borwig, VP Date
CITY OF WATERLOO WA
By:
Tim Hurley, Mayor Date
Attest: Ll-n _ DG
Nancy E rt, y Clerk Date
EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
THIS MINIMUM ASSESSMENT AGREEMENT, dated as of this ��
2006, by and among the City of Waterloo, Iowa ("City"),day
Comm pity National 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 Urban Renewal 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 less than $ 1 500,000.00 ("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
January 1, 2007.
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,
2026.
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
January1, 2027.
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.
CITY OF WATERLOO, IOWA
By:
Attest:
Timothy J. r y, Mayo
�C
Nancy bckert ity Clerk
COMMU, ITY NATIONAL BANK
E. Michael Farrell, SVP / Cashier
By:
STATE OF IOWA )
COUNTY OF BLACK HAWK ) ss.
On this )
day of2006, before me, a Notary Public in
and for the State of Iowa, personall a eared Timothy J. Hurley and Nancy Eckert, 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 corporat4Nota
't and by em volu arily executed.
Public
STATE OF IOWA
COUNTY OF BLACK HAWK ss. 41
)
On this da of
Y 2006, before me, the undersigned,
a Notary Public in and for the said county and state, personally appeared E. Michael
Farrell, to me personally known, who being by me duly sworn, did say that he is the Sr.
Vice President and Cashier 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 its Board of Directors; and the said persons acknowledged
the execution of the foregoing instrument to be the voluntary act and deed of the
corporation, by it and by them voluntarily executed.
APublic
MARCIA C. BORWIG
COMMISSION' MO. 105659
¢ MY COMMISSION EXPIRES
aw a—elk o
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 One Million Five Hundred Thousand Dollars ($ 1,500,000.00 ) in the
aggregate, until termination of this Minimum Assessment Agreement pursuant to the
terms hereof.
Assessor for Black Hawk County, Iowa
Date
STATE OF IOWA
COUNTY OF BLACK HAWK ss.
Subscribed and sworn to before me on 2006, by
Assessor for Black Hawk County, Iowa.
Notary Public
Exhibit "A"
ORIGINAL PLAT WATERLOO WEST PART OF LOT NUMBERS 1 AND 2 AND A 10 FOOT
STRIP ADJACENT SAME ON SOUTHEAST IN BLOCK 6 DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT ON SOUTHWESTERLY LINE COMMERCIAL STREET 10
FEET SOUTHEASTERLY FROM EASTERLY CORNER SAID LOT 1 THENCE
NORTHWESTERLY ALONG SOUTHWESTERLY LINE COMMERCIAL STREET 76.67
FEET THENCE SOUTHWESTERLY ALONG LINE PARALLEL WITH SOUTHEASTERLY
LINE SAID LOT 1 101.1 FEET THENCE NORTHWESTERLY ON LINE PARALLEL WITH
NORTHEASTERLY LINE ALLEY IN SAID BLOCK 43.33 FEET THENCE SOUTHWESTERLY
ON LINE PARALLEL TO SOUTHEASTERLY LINE SAID LOT 140 FEET TO
NORTHEASTERLY LINE OF ALLEY THROUGH SAID BLOCK THENCE SOUTHEASTERLY
ALONG NORTHEASTERLY LINE SAID ALLEY 120 FEET THENCE NORTHEASTERLY ON
A LINE PARALLEL WITH SOUTHEASTERLY LINE SAID LOT 1 141.8 FEET TO PLACE OF
BEGINNING AND THE SOUTHEASTERLY 3 FEET OF LOT 3 AND THAT PART OF LOT 2
BLOCK 6 DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON NORTHEASTERLY
LINE SAID LOT 2 THAT IS 66.67 FEET NORTHWESTERLY FROM THE MOST EASTERLY
CORNER LOT 1 IN SAID BLOCK 6 THENCE SOUTHWESTERLY ALONG A LINE
PARALLEL WITH SOUTHEASTERLY LINE SAID LOT 1 101.1 FEET TO A POINT THAT IS
40 FEET NORTHEASTERLY FROM SOUTHWESTERLY LINE SAID LOT 2 THENCE
NORTHWESTERLY ALONG A LINE PARALLEL WITH NORTHEASTERLY LINE OF ALLEY
IN SAID BLOCK 6 43.33 FEET THENCE SOUTHWESTERLY PARALLEL WITH
SOUTHEASTERLY LINE SAID LOT 1 40 FEET TO NORTHEASTERLY LINE OF ALLEY IN
SAID BLOCK 6 THENCE NORTHWESTERLY ALONG NORTHEASTERLY LINE SAID
ALLEY TO MOST WESTERLY CORNER SAID LOT 2 THENCE NORTHEASTERLY ALONG
NORTHWESTERLY LINE SAID LOT 2 TO MOST NORTHERLY CORNER SAID LOT 2
THENCE SOUTHEASTERLY ALONG NORTHEASTERLY LINE SAID LOT 2 TO PLACE OF
BEGINNING EXCEPT ANY LEGAL HIGHWAYS, CITY OF WATERLOO, BLACK HAWK
COUNTY, IOWA.
CNB.DevAgrmnt/9-May-06