HomeMy WebLinkAboutMidWest One Bank-Property Development Agreement-08.13.2007 4
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PROPERTY DEVELOPMENT AND USE AGREEMENT
This Property Development and Use Agreement (the "Agreement") is made and entered
into as of Ai,,,, 1st- , 2007,by and between MidWestOne Banks mst, f/k/a Citizens
Bank&Trust((lBank"), and the City of Waterloo,Iowa, (the"City").
RECITALS
A. City considers development within the downtown and riverfront eas of the City
to be a benefit to the community and has adopted the Downtown Waterloo
Riverfront Urban Renewal and Redevelopment Plan (the "Plan"), and within the
Plan has designated a geographic area of the City as the"Plan Area."
B. Bank is the owner of certain real property located within the Plan Area, and the
City has targeted the area adjacent to said property for redevelopment in
furtherance of the objectives of the Plan. The property owned by Bank is legally
described on Exhibit"A"attached hereto (the"Bank Property").
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C. The parties desire to provide for improvement of parking facilities for their mutual
benefit on the terms set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises exchanged herein and for
other consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:
1. New Parking Lots. The parties agree that City will,through a public competitive
bidding process, undertake the parking improvements (the "Project") indicated on Exhibit "B"
attached hereto on the Bank Property and adjoining City lands. The Project shall consist of
removal of current vehicular pathways and parking, grading and leveling the site, constructing
the new lots and driving pathways, striping, a " + l4 ''" ,,.The Project will be done
on a schedule to be mutually agreed upon by the parties, but the parties contemplate that the
Project will begin in July 2007 and be completed within 120 days. In the exercise of its
discretion,City may choose to install landscaping at a later time. Bank will be responsible for its
pro-rata share (based on the ratio of square footage of the Bank Property to the square footage of
the total Project area) of all actual Project costs and expenses incurred by City after letting of the
Project contract(s). City will invoice Bank for the Bank's pro-rata share of costs and expenses,
and Bank will remit payment to City within thirty(30) days thereafter. Any sums not paid when
due shall earn interest at the rate of twelve percent(12%)per annum, compounded monthly,until
paid in full.
2. Lease of Parking Spaces. Parking lot plans call for six (6) diagonal spaces on
the easterly side of the bank building and twenty (20) spaces in the lot to the north of the bank
building. Except for eight (8) spaces in the north lot, all spaces will be located on City property.
Bank will lease from City all diagonal spaces and such number of spaces in the north lot as it
desires. Rental of spaces will be on a month- -month basis. The lease rate for parking spaces
will be the City's scheduled monthly lease r e for non-ramp parking and is subject to change
from time to time. Lease payments are due i advance on or before the first day of each month.
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Bank agrees that City and the general public may use available parking in both lots during hours
when Bank is not open for business. It is contemplated that such parking will occur only in
connection with public events occurring in the downtown area.
3. Parking Lot Maintenance. Following completion of the Project, each party will
be solely responsible for all necessary maintenance, including but not limited to snow removal,
of that portion of the parking lot that is located on its own property. Bank may elect to also
remove snow from the diagonal parking spaces to the east of its facility.
. � 4. 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.
5. Representations and Warranties of Bank. Bank hereby represents and warrants
as follows:
A. Bank is not prohibited from consummating the transaction contemplated
in this Agreement by any law,regulation, agreement,instrument,restriction, order or
judgment.
B. Bank is duly organized,validly existing, and in good standing under the
laws of the State of Iowa.
C. Bank 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 Bank.
6. Costs and Expenses. Unless specifically provided to the contrary in this
Agreement, each party shall bear all cost and expense of any type or nature whatsoever resulting
from or arising in connection with any action that is necessary or expedient for such party to
perform its duties as provided in this Agreement, and neither party shall have any claim or right
of reimbursement or setoff against the other for any such cost or expense.
7. Cooperation. Each party agrees to cooperate in good faith with the other party in
connection with the performance of the other party's obligations hereunder or matters otherwise
contemplated hereby.
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 Bank nor to create any liability for one party with respect
to the liabilities or obligations of the other party or any other person.
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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 copy to the City Planner.
(b) if to Bank, at MidWestOne Bank& Trust, 405 Jefferson Street, Waterloo,
Iowa 50701,facsimile number 3 l9-.23-2— 7 Attention: ;J 141 G f{i K.
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 f'
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 upon 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.
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15. Entire Agreement. This Agreement, together with the exhibits 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.
16. Time of Essence. Time is of the essence of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Property Development and Use
Agreement as of the date written above.
MIDWESTONE BANK CITY OF WATERLOO,IOWA
y By:
TiO - Timothy J. H r , ayor
- Attest: �C ••�1
tle: i 4 Nancy Ec ert, Clerk
,.)ci = / as <
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EXHIBIT"A"
Legal Description of Bank Property
Lot No. Six(6)in Block No. Six (6)in the Original Plat,on the West Side of the Cedar River,in
the City of Waterloo, Black Hawk County, Iowa
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EXHIBIT"B"
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EXHIBIT "C"
The parties agree that the Bank will not be assessed any cost for any landscaping including but
not limited to grading, rocks, shrubs, flowers, grasses and trees. The parties further agree the
six-foot (6') wide green space adjacent to the Bank's building (along 3rd Street) shall be
converted to shrubs and groundcovers to the satisfaction of the Bank and at the expense of the
City. The Bank agrees to abandon its current irrigation system on said property and to have it
removed or capped at the Bank's expense.