HomeMy WebLinkAboutUS Bank National Association-Exchange Agreement-10.22.2024 77-a2—O7
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EXCHANGE•
EXCHANGE AGREEMENT
This Exchange Agreement(the "Agreement") is made and entered into as of October ,2.
2007, by and between U.S. Bank National Association, a national banking association (the
"Bank") and the City of Waterloo, Iowa, a municipal corporation(the "City").
RECITALS
A. City considers development within the downtown and riverfront areas 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, as the successor by merger to Mercantile Bank of Northern Iowa, is the
owner of certain real property located within the Plan Area, and the City has
targeted said property for redevelopment in furtherance of the objectives of the
Plan.
C. Bank desires to cooperate with the City provided Bank is able to exchange the real
property legally described on Exhibit "A" attached hereto and any improvements
thereon (the "Bank Property") for the real estate located at the southwesterly
corner of Commercial Street and West Mullan Avenue, as legally described on
Exhibit `B" attached hereto (the "City Property"). To facilitate a transaction in
accordance with §1031 of the Internal Revenue Code and to maximize the
benefits thereof, the parties have agreed to conduct two separate closings, as set
forth herein.
D. The parties desire to confirm the terms of the (i) conveyance by the City of the
City Property to the Bank, (ii) completion by the Bank of certain improvements on
the City Property ("Improvements"), (iii) conveyance by the Bank of the Bank
Property to the City, and (iv) the respective grants by each of the City and the
Bank of certain permanent and temporary easements in connection with the
construction and operation of the Improvements for Plan purposes (the "Project").
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants exchanged between the
parties and for other consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
Article 1
Exchange and Conveyances
1.1 Preliminary Closing: Conveyance of City Property. Subject to the conditions
set forth in this Agreement, at the Preliminary Closing described in Section 4.1, City shall convey
to Bank fee simple title to the City Property in consideration of the promises made by Bank
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herein. On the Preliminary Closing Date, City shall deliver to Bank a special warranty deed for
the City Property free and clear of all liens, claims, and encumbrances except: (a) easements,
conditions, and restrictions of record which do not, in Bank's opinion, interfere with Bank's
proposed use, but to which the Bank waives its objections; (b) general utility and right-of-way
easements serving the City Property; and (c) restrictions imposed by local zoning ordinances and
other applicable law. City shall, at its own expense, deliver to Bank an abstract of title for the
City Property prepared by Black Hawk County Abstract Company. The abstract shall show
marketable title in City in conformity with this Agreement, Iowa law, and title standards of the
Iowa State Bar Association. City shall make every reasonable effort to promptly perfect title. If
title is unmarketable or if the City Property is not otherwise acceptable to the Bank based on any
matters revealed by the title review or discovered during the inspections contemplated by Section
3.9 hereof, and if City does not remedy or remove such objectionable matters in timely fashion
following written notice of such objections from Bank (which notice must be delivered no later
than the Preliminary Closing Date), then Bank may terminate this Agreement or elect to waive
such objections and accept delivery of the special warranty deed conveying title to the City
Property. The abstract shall become the property of Bank on date of the Preliminary Closing.
City shall pay the costs of any additional abstracting and title work due to any act or omission of
City or its predecessors in title. Bank, at its expense, may acquire title insurance through First
American Title Insurance -at 800 North Nicollet Mall in Minneapolis, Minnesota ("Title
Company").
1.2 Closing: Conveyance of Bank Property and Delivery of Funds. Subject to the
conditions set forth in this Agreement, Bank shall convey to City the Bank Property. The City, at
its expense, shall survey the Bank Property and provide to Bank the acquisition plat that
complies with the Iowa Code. As partial consideration for City receiving title to the Bank
Property and the easements to be granted by Bank pursuant to this Agreement, City shall pay to
Bank on the Closing Date the sum of the actual costs that Bank states it has expended in
connection with Bank's construction of the Improvements (excluding those costs accounted for
in Sections 3.7 and 3.11), which sum shall not exceed $772,000.00 (the "Bank Property Purchase
Price") in immediately available funds. Except as set forth in Sections 3.7 and 3.11, City shall
not be responsible to pay any additional sums to Bank for completion of the Improvements in the
event that actual costs and expenses exceed $772,000.00. On the Closing Date (as such term is
hereinafter defined), Bank shall deliver to the City a special warranty deed for the Bank Property,
free and clear of all liens, claims, and encumbrances except: (a) easements, conditions,
restrictions and encumbrances of record which do not, in City's opinion, interfere with the City's
proposed use, but to which the City waives its objections; (b) general utility and right-of-way
easements serving the Bank Property; (c) restrictions imposed by local zoning ordinances and
other applicable law; and (d) Bank's right to remove its personal property as set forth in Section
3.5. The Bank shall convey the Bank Property to City in an "AS-IS" condition other than as
expressly set forth in this Agreement. Bank shall, at its own expense, deliver to City an abstract
of title prepared by Black Hawk County Abstract Company. The abstract shall show marketable
title in Bank in conformity with this Agreement, Iowa law, and title standards of the Iowa State
Bar Association. Bank shall make every reasonable effort to promptly perfect title. If title is
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unmarketable or if the Bank Property is not otherwise acceptable to the City based on any matters
revealed by the title review or discovered during the inspections contemplated by Section 3.9
hereof, and if Bank does not remedy or remove such objectionable matters in timely fashion
following written notice of such objections from City (which notice must be delivered no later
than the Preliminary Closing Date), then City may terminate this Agreement, or City may elect to
waive such objections and accept delivery of the special warranty deed conveying title to the
Bank Property. The abstract shall become the property of City at the Closing.
1.3 Bank Property Representations and Warranties. To the knowledge of the
Bank, which knowledge is limited to that of Paul R. Menner and Steve Brewer obtained after
reviewing the Bank's files relating to the Bank Property, Bank hereby makes the following
representations and warranties with respect to the Bank Property. Said representations and
warranties are true and correct in all material respects on the date of the Agreement and shall be
true and correct in all material respects on the Closing Date.
A. There are no actions, lawsuits, judgments, liens, suits, claims,
investigations or other proceedings pending or threatened against Bank or the Bank Property
which relates to Bank's ownership, maintenance, or operation of the Bank Property and would
materially adversely affect the Bank Property in light of the Plan.
B. Except as set forth in Limited Site Investigation Report dated September
28, 2005, there are no claims, disputes, actions, or proceedings existing against or affecting the
Bank Property that relate to environmental laws or permits and there are no hazardous substances
on the Bank Property. The Bank is not subject to and is not currently operating under any
compliance or consent order, schedule, decree, or agreement issued or entered into under any
environment law. Bank has provided City with a copy of a limited site investigation report in
respect of the Bank Property,prepared by Terracon and dated September 28, 2005.
C. The execution, delivery and performance of this Agreement and the
closing will not conflict with any provision of law applicable to Bank nor result in any breach of
any provision of or constitute a default under any agreement or instrument to which Bank is a
party.
1.4 City Property Representations and Warranties. City hereby makes the
following representations and warranties with respect to the City Property. Said representations
and warranties are true and correct in all material respects on the date of the Agreement and shall
be true and correct in all material respects on the Preliminary Closing Date.
A. There are no actions, lawsuits, judgments, liens, suits, claims,
investigations or other proceedings pending or threatened against City or the City Property which
relates to City's ownership, maintenance, or operation of the City Property or might in any way
affect the City Property or this transaction.
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B. Except as set forth in the limited site investigation dated October 28, 2005,
there are no claims, disputes, actions, or proceedings existing against or affecting the City
Property that relate to environmental laws or permits. City is not subject to and is not currently
operating under any compliance or consent order, schedule, decree, or agreement issued or
entered into under any environmental law. City has provided Bank with a copy of a limited site
investigation report in respect of the City Property, prepared by Terracon and dated October 28,
2005.
C. There are no general property taxes or special assessments presently due or
payable in respect of the City Property.
D. Following approval of this Agreement by the City Council, City shall have
the right, power and authority to enter into this Agreement and to perform the terms of this
Agreement, including the authority to sell the City Property to the Bank for the consideration set
forth herein.
E. Following approval of this Agreement by the City Council, the execution,
delivery and performance of this Agreement and the closing will not conflict with any provision
of law applicable to City nor result in any breach of any provision of or constitute a default under
the agreement or instrument to which City is a party and which would affect the marketable title
or Bank's use of the City Property.
F. Before Closing, each of the City Property and the Bank Property shall have
been properly platted at City's expense in conformance with all applicable laws or regulations,
and following recordation of the deeds after Closing each of the properties will constitute a
separate tax parcel.
G. The zoning classification for the City Property permits the City Property to
be used for a drive-through and teller facility and the current Bank plan, attached hereto as
Exhibit"C", complies with all applicable parking requirements.
H. No real estate taxes or assessments of any kind are currently levied against
the City Property.
1.5 Termination. On or before the Preliminary Closing Date, either City or Bank
may terminate this Agreement if any of the representations or warranties made in Sections 1.3
and 1.4, respectively, is inaccurate.
1.6 Indemnity. Bank and City each hereby agrees to indemnify and hold harmless
each other from and against and any all claims, liabilities, losses, damages, costs and expenses,
including but not limited to, reasonable attorney's fees, by reason of the breach of any
representation or warranty set forth in either Article 1 or Article 6 or the "bring down"
certificates contemplated by Article 4.
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Article 2
City Plans; Master Easement Agreement
City plans to construct, or cause to be constructed, a multi-story, mixed-use retail and
residential building on the Bank Property, a pedestrian walkway and plaza on the Bank Property.
On the Closing Date, City and the Bank shall enter into a Master Easement Agreement, a copy
of which is attached hereto as Exhibit "E". The Master Easement Agreement shall set forth the
various easement grants that the City will need to realize its development plans, as well as those
that the Bank will require to be able to accommodate the City's development and continue its
retail banking operations during the development.
Article 3
Additional Covenants of the Parties
3.1 Real Estate Taxes. On the Closing Date, Bank shall pay all property taxes on the
Bank Property that accrue on the day prior to the Closing Date. City shall pay and be responsible
for all subsequent real estate taxes on the Bank Property. At Closing, Bank shall give City a
credit for the taxes on the Bank Property from the first day of July prior to possession to the date
of possession based upon the last known actual net real estate taxes payable according to public
records. However, if such taxes are based upon a partial assessment of the present property
improvements or a changed tax classification as of the date of possession, such proration shall be
based on the current levy rate, assessed value, legislative tax rollbacks and real estate tax
exemptions that will actually be applicable as shown by the assessor's records on the Closing
Date. The parties acknowledge that the Bank Property is presently part of a larger parcel owned
by Bank, and the land and improvements on said parcel are taxed as a single unit. The parties
agree to cooperate with each other in good faith and to consult with the office of the Black Hawk
County Assessor to determine an equitable allocation of assessed value to the Bank Property and
thereafter an equitable allocation of real property tax for the Bank Property. The sum so
determined by the parties is the "Tax Proration."
3.2 Special Assessments. Bank shall pay at the time of Closing all installments of
special assessments against the Bank Property which are due and owing as of the day prior to the
Closing Date, whether or not same are yet certified as liens. City shall pay all installments of
special assessments in respect of the Bank Property which become payable as of and after the
Closing Date. Bank shall be responsible to pay all other special assessments not payable by the
City pursuant to this Section 3.2.
3.3 Transfer Tax. The parties agree that Bank shall pay the real estate transfer tax
(the "Transfer Tax")payable in connection with the transfer of the Bank Property to the City. No
real estate transfer tax is payable in connection with transfer of the City Properly to Bank.
3.4 Risk of Loss and Insurance. Bank shall bear the risk of loss or damage to the
Bank Property prior to Closing, and City shall bear the risk of loss or damage to the City Property
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prior to Closing. Each party shall insure its respective property in the manner and to the extent it
deems fit.
3.5 Existing Drive-Up Banking Facility. Bank shall have continued use of its
existing drive-up banking facility on the Bank Property (the "Facility") until fourteen (14) days
after Closing (the "Salvage Period"). During the Salvage Period, Bank may remove any and all
equipment and fixtures it desires from the Facility. Any equipment, fixtures, or structure
remaining on the Bank Property after the end of the Salvage Period shall become the sole
property of City, to be used, discarded, or demolished as City sees fit in the exercise of its sole
discretion. Bank shall indemnify and hold harmless the City in respect of any and all injury,
expense, damage, demand, claim, cause of action, or liability whatsoever (each of the foregoing
being a "Claim") asserted by any person, arising from or in connection with the Facility or the
Bank's continued use and occupancy of the Facility or other Bank Property during the Salvage
Period. The foregoing indemnity includes but is not limited to reimbursement of any and all cost
and expense, including but not limited to court costs and reasonable attorneys' fees and expenses,
incurred by City in connection with a Claim.
3.6 Site Preparation. No later than two weeks after the date of this Agreement, City
shall proceed with diligence to demolish any structures located on the City Property and to
ascertain the presence of any underground tanks, if any. At its sole cost, City shall remove any
underground tanks located on the City Property and undertake any remediation activity required
by applicable law and obtain a "no further action" letter from the Iowa Department of Natural
Resources if the level of any contaminant exceeds State action levels. After the foregoing
activities are completed, City, at its sole cost and expense, shall remove all debris from the site
and place the City Property in the condition set forth on the attached Exhibit"F".
3.7 Commercial Street Modifications and Curb Cuts. On or before the Closing
Date, City, at its sole cost and expense, shall make a suitable cut in the existing median strip on
Commercial Street adjacent to the City Property and a new cut in the existing curb, both as
shown on Exhibit "C", to permit ingress and egress to Commercial Street for westbound traffic
from an approved access for the improved City Property. If City fails to complete such work by
June 1, 2008, Bank may elect to, but is not obligated to, conduct the work. If Bank conducts
such work, City shall reimburse the actual costs of such work up to Fifteen Thousand Dollars
($15,000.00).
If City reconstructs Commercial Street thereafter, City shall, at its option and expense, (i)
remove the median strip and permit comparable ingress and egress to and from the City Property,
or (ii) make a cut in any future median strip on Commercial Street comparable to the cut depicted
in Exhibit"C".
Bank may also make a new cut in the existing curb on Mullan Avenue, also as shown on
Exhibit"C". The work described in this Section 3.7 shall be performed by Bank and is subject to
obtaining required municipal and state approvals or permits in advance. City shall use its best
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efforts to cooperate with Bank in procuring all such municipal and state approvals and permits,
provided, however, that Bank retains sole responsibility to satisfy all necessary conditions and
requirements. On the Preliminary Closing Date, City shall pay to Bank $40,000 in immediately
available funds, which sum represents Bank's estimate for the cost and expense of the work
described in this Section 3.7. City shall not be responsible to pay any additional sums to Bank
for completion of the work in the event that actual costs and expenses exceed $40,000. Upon
Bank's completion of the work contemplated by this Section 3.7, Bank shall reimburse to City
any portion of the funds not expended to complete such work. City's obligations pertaining to
the reconstruction of Commercial Street and all post-closing reimbursement obligations of City
and Bank stated herein shall survive Closing indefinitely.
3.8 Survival of Agreement. All agreements, representations, and warranties made
herein shall not be merged into the documents executed and delivered at Closing, but shall
survive, and any claim based on any such agreement, representation or warranty shall also
survive, for two (2)years after the Closing Date unless otherwise stated.
3.9 Right of Entry. Each party, its agents, employees, representatives and designees,
may, at such times as are mutually agreeable to the other party, enter upon the other party's
property to conduct at the entering party's expense such surveys, studies, noninvasive
environmental and other inspections and tests as it chooses. The entering party shall use its best
efforts to minimize any interference with the owner's operations on its property. The property
owner shall have the right to have a representative present during any such entry by the entering
party. The entering party shall indemnify and hold the property owner harmless from and against
any liability, damage or loss whatsoever resulting from entering upon the property or performing
any such tests, analysis or inspections referred to in this Section 3.9 by the party, its agents,
employees,representatives or designees.
3.10 Right of First Refusal for ATM Installation. At Closing, City shall grant to
Bank an exclusive right of first refusal for the installation and operation on the Bank Property of
any automated or remote teller machine ("ATM"). This right shall be memorialized in a Right of
First Refusal Agreement, a copy of which is attached hereto as Exhibit"G". Bank shall file such
agreement of record at its expense in the real property records for Black Hawk County.
3.11 Funds for Parking Lot on Bank Property. On the Preliminary Closing Date,
City shall pay to Bank $61,000 in immediately available funds, which sum represents Bank's
estimate for the cost and expense of the construction of a parking lot on the Bank Property as
depicted on the attached Exhibit"D". City shall not be responsible to pay any additional sums to
Bank for completion of the work in the event that actual costs and expenses exceed $61,000.
Upon Bank's completion of such work, Bank shall reimburse to City any portion of the funds not
expended to complete such work, which obligation shall survive Closing.
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Article 4
Closing
4.1 Preliminary Closing; Closing.
A. Preliminary Closing. The closing on the conveyance by City of the City
Property to Bank (the "Preliminary Closing") shall occur within thirty(30)
days after City notifies Bank in writing that it has completed the site
preparation as set forth in Section 3.6 (the "Preliminary Closing Date").
Notwithstanding the foregoing sentence, (i) the Preliminary Closing Date
shall not occur until Bank has all permits necessary to commence
construction, and (ii) the Preliminary Closing Date shall not occur at any
time between October 1 and April 1 of the following calendar year (or
such sooner date on which weather conditions permit commencement of
construction without extra cost). Bank covenants to use commercially
reasonable efforts to procure all necessary governmental approvals prior to
the date contemplated by the first sentence of this Section 4.1(A).
B. Closing. The closing on the conveyance by the Bank of the Bank Property
to the City(the "Closing") shall occur at the offices of City within 2 weeks
after a Certificate of Occupancy has been issued for the drive-thru and
teller facility to be constructed on the City Property, or at such other date
and time as is mutually agreeable by the parties (the "Closing Date").
Notwithstanding anything in this agreement to the contrary, the Closing
Date shall not occur any later than the 180th day after the Preliminary
Closing Date.
City and Bank agree that Title Company may close the transaction and that each closing may take
place remotely by mail delivery. Bank shall pay any fees imposed by the Title Company for
closing the transaction.
4.2 Deliveries by City at Preliminary Closing. At the Preliminary Closing, City
shall execute and deliver, or cause to be executed and delivered, to Bank the following:
A. Special Warranty Deed for the City Property, and groundwater hazard
statement;
B. Abstract of title for the City Property;
C. Such documents as are reasonably required by the Title Company,
including but not limited to a seller's affidavit;
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D. Such other documents as are reasonably required to perfect title in the City
Property.
E. A "bring-down" certificate confirming that the representations and
warranties made by City in Section 1.4 relating to title to the City Property
are true and correct as of the Closing Date.
F. A transferor's certification stating that City is not a "foreign person,"
"foreign partnership," "foreign trust," or "foreign estate" or "disregarded
entity" as those terms are defined in Section 1445 of the Internal Revenue
Code.
G. Any required Federal Income Tax reporting form.
H. A settlement statement consistent with this Agreement.
I. The sum of $101,000.00 in immediately available funds, pursuant to
Sections 3.7 and 3.11.
4.3 Deliveries by Bank at Closing. At the Closing, Bank shall execute and deliver,
or cause to be executed and delivered,to City the following:
A. Special Warranty Deed for the Bank Property, groundwater hazard
statement, and declaration of value.
B. Abstract of title for the Bank Property.
C. Bank's counterpart to the Master Easement Agreement contemplated by
Article 2 above.
D. Such other documents as are reasonably required to perfect title in the
Bank Property.
E. A "bring-down" certificate confirming that the representations and
warranties made by Bank in Section 1.3 relating to title to the Bank
Property are true and correct as of the Closing Date.
F. A transferor's certification stating that Bank is not a "foreign person,"
"foreign partnership," "foreign trust," or "foreign estate" or "disregarded
entity" as those terms are defined in Section 1445 of the Internal Revenue
Code.
G. Any required Federal Income Tax reporting form.
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H. A settlement statement consistent with this Agreement.
I. Bank's counterpart to the Right of First Refusal Agreement contemplated
by Section 3.10 above.
4.4 Deliveries by City at Closing. At the Closing, City shall execute and deliver, or
cause to be executed and delivered,to Bank the following:
A. Bank Property Purchase Price plus the Transfer Tax and minus the sum of
$50,000.00 previously delivered to the law offices of Moyer & Bergman,
P.L.C. pursuant to the Reciprocal Easement Agreement between the
parties dated September 19, 2005, subject to all other prorations set forth
in this Agreement.
B. A settlement statement consistent with this Agreement.
C. City's counterpart to the Master Easement Agreement contemplated by
Article 2 above.
D. City's counterpart to the Right of First Refusal Agreement contemplated
by Section 3.10 above.
4.5 Further Assurances. At any time or from time to time after the Closing, each
party shall execute and deliver to the other party such other instruments and take such other
action as the other party may reasonably request, to effect the transactions contemplated by this
Agreement.
Article 5
Default
If either party shall default prior to the Preliminary Closing Date in any of its respective
obligations under this Agreement,the other party, by notice to such defaulting party specifying
the nature of the default and the date on which this Agreement shall terminate (which date shall
be not less than thirty(30) days after the giving of such notice), may terminate this Agreement,
and upon such date, unless the default so specified shall have been cured, this Agreement shall
terminate.
Article 6
General Terms
6.1 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
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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.
6.2 Cooperation. Each party agrees to use its best efforts and 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.
6.3 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.
6.4 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 and validly existing as a national banking
association under Title 12, Chapter 2 of the United States Code.
C. Bank has full right, title, and authority to execute and perform this
Agreement and to consummate all of the transactions contemplated herein, including but
not limited to any and all approvals required from federal and state regulatory authorities,
if any.
D. 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 Bank.
6.5 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.
6.6 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,
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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 Bank, to U.S. Bank National Association, Corporate Real Estate,
4480 Emerald Avenue CN-OH-PROP, Cincinnati, Ohio 45242, Attn: Marsha Ward
Lane, facsimile number (513) 794-8791; and to U.S. Bank National Association,
Corporate Real Estate, 15839 Manchester Road, Ellisville, MO 63011; facsimile: 636-
527-8646, Attention: Paul R. Menner and to U.S. Bank National Association, BC-MN-
H21R, U.S. Bancorp Center, 800 Nicollet Mall, Attn: Corporate Real Estate Counsel,
Minneapolis, MN 55402, facsimile 612/303-7886.
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.
6.7 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.
6.8 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.
6.9 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.
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6.10 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.
6.11 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.
6.12 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.
6.13 Time of Essence. Time is of the essence of this Agreement.
6.14 "Like-Kind" Exchange of Property. The exchange contemplated by this
Agreement is a "like-kind" exchange pursuant to Section 1031 of the Internal Revenue Code.
Each party shall cooperate by executing additional documents as reasonably required to
consummate the exchange, provided: (a) there should be no delay in the Preliminary Closing or
Closing Date; (b) the party requesting the like-kind exchange shall reimburse the other for any
additional attorneys' fees and costs incurred as a result of the exchange; and (c) neither party
shall incur any additional liabilities or obligations as a result of the exchange except as set forth
in this Agreement.
6.15 Brokers. Each of the parties represents to the other that such party has not
incurred any brokerage commission or finder's fee as a result of this transactions and each party
agrees to hold the other harmless from all liabilities incurred by the other relating to such
brokerage commission or finder's fee incurred as a result of the actions of such party. The
provisions of this Section 6.15 shall survive termination of this Agreement.
6.16 Cooperation. City shall use its best efforts to cooperate with Bank in procuring
all municipal and state approvals and permits required in connection with Bank's construction of
the drive-through facility on the City Property prior to the Preliminary Closing Date, provided,
however, that Bank retains sole responsibility to satisfy all necessary conditions and
requirements. During the first five (5) years following the execution of this Agreement, Bank
agrees to consider in good faith alternative arrangements for vehicular parking on adjacent
property owned by Bank that the City develops (at its sole cost and expense) and proposes if, in
the future, the City determines that additional parking is needed to serve riverfront amenities;
provided,however, that in no event is Bank obligated to accept any parking plan or proposal.
[Remainder of page intentionally left blank. Signature page follows.]
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IN WITNESS WHEREOF, the parties have executed this Exchange Agreement as of the date
written above.
U.S. BANK NATIONAL ASSOCIATION, CITY OF WATERLOO, IOWA
By: By:
Timothy J. H ry, Mayor
By: Attest: cast --f
Nancy cke City Clerk
14
EXHIBIT"A"
Legal Description of Bank Property
US BANK
EXCHANGE AGREEMENT
ATTACHMENT A
PREPARED BY:MICHAEL R.FAGLE, EARTH TECH. 501 SYCAMORE STREET. SUITE 222, WATERLOO,IOWA,50703, 319-232-6531
ACQUISITION PLAT
CITY OF WATERLOO, IOWA
FEE TITLE ACQUISITION
DEED HOLDER: MERCANTILE BANK OF NORTHERN IOWA
TAXES: FIRSTAR PROPERTY MANAGEMENT
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9 FRL IN THE CITY OF WATERLOO
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THIS PLAT OR SUBDIVISION HAS BEEN REVIEMEO BY THE CITY OF 'CZ
WATERLOO. IOWA.
60- 9 �6
Signature of City Ordinance Administrator Date
I hereby certify that this Land Surveying N * RELOCATED CEDAR STREET (60')
document was prepared by me or under
my direct personal supervision and
•e' vAND d""n that I am a duly Licensed Land Surveyor • FD REBAR/YELLOW PLASTIC
:4'':�'' "••,N'\ under the laws of the State of Iowa. CAP NO. 8505
3 i, mm..4i.. :O
tt r,,O -
8505 �� MICHAEL R. EAGLE Date
1 License number 8505 0 50 100 150 200
"`a„- iow�, 'ill My license renewal date is December 31.2008 --
Pages or sheets covered by this seal: -
SHEETS 1 AND 7 OF 7
SCALE IN FEET
COUNTY PARCEL NO. 8913-26-229-001
EAR T H `j T E C H EARTH TECH PROJECT PARCEL 1-A
v SHEET 1 OF 2
EXCHANGE AGREEMENT
ATTACHMENT A
PREPARED BY:MICHAEL R.FAGLE, EARTH TECH, 501 SYCAMORE STREET, SUITE 222, WATERLOO,IOWA,50703, 319-232-6531
DESCRIPTION: FEE TITLE ACQUISITION
A PARCEL OF LAND SITUATED IN PART OF LOTS I, 2 AND 3, IN BLOCK 2, AND PART OF
VACATED CEDAR STREET LYING NORTHEAST OF LOTS I, 2 AND 3, IN BLOCK 2, AND PART
OF VACATED WEST 3RD STREET LYING SOUTHEAST OF LOT I, IN BLOCK 2, ALL IN THE
ORIGINAL PLAT ON THE WEST SIDE OF THE CEDAR RIVER IN THE CITY OF WATERLOO,
COUNTY OF BLACK HAWK, STATE OF IOWA, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
BEGINNING AT A POINT WHICH IS 10.00 FEET NORMALLY DISTANT SOUTHEAST OF THE
NORTHWEST LINE OF SAID LOT 3 AND 40.00 FEET NORMALLY DISTANT NORTHEAST OF
THE SOUTHWEST LINE OF SAID LOT 3; THENCE NORTH 41° (DEGREES) 09' (MINUTES) 52"
(SECONDS) EAST (ASSUMED BEARING FOR THE PURPOSE OF THIS DESCRIPTION) ON A
LINE THAT IS 10.00 FEET SOUTHEAST OF AND PARALLEL WITH THE NORTHWEST LINE OF
SAID LOT 3, A DISTANCE OF 185.00 FEET TO A LINE THAT IS 15.00 FEET SOUTHWEST OF
AND PARALLEL WITH THE SOUTHWEST LINE OF FRACTIONAL BLOCK 2 OF SAID
ORIGINAL PLAT ON THE WEST SIDE OF THE CEDAR RIVER IN THE CITY OF WATERLOO;
THENCE SOUTH 48°57'19" EAST ON THE LINE THAT IS 15.00 FEET SOUTHWEST OF AND
PARALLEL WITH THE SOUTHWEST LINE OF SAID FRACTIONAL BLOCK 2, A DISTANCE OF
242.40 FEET; THENCE SOUTH 41°02'41" WEST, 185.00 FEET TO A LINE THAT IS 40.00 FEET
NORTHEAST OF AND PARALLEL WITH THE SOUTHWEST LINE OF SAID LOTS I, 2 AND 3 IN
BLOCK 2 OF SAID ORIGINAL PLAT ON THE WEST SIDE OF THE CEDAR RIVER IN THE CITY
OF WATERLOO, AND ITS EXTENSION SOUTHEASTERLY; THENCE NORTH 48°57'I9" WEST
ON THE LINE THAT IS 40.00 FEET NORTHEAST OF AND PARALLEL WITH THE SOUTHWEST
LINE OF LOTS I, 2 AND 3 IN BLOCK 2 OF SAID ORIGINAL PLAT ON THE WEST SIDE OF THE
CEDAR RIVER IN THE CITY OF WATERLOO, AND ITS EXTENSION SOUTHEASTERLY, 242.79
FEET TO THE POINT OF BEGINNING.
CONTAINING 44,880 SQUARE FEET, OR 1.03 ACRES.
EAR T H L1 T E C H EARTH TECH PROJECT PARCEL 1-A
���/// SHEET 2 OF 2
EXCHANGE AGREEMENT—ATTACHMENT B
Lot No. Two (2), except the Southeasterly Nineteen and Fifty-two Hundredths (19.52)
feet in even width thereof in Block No. Three(3)in James Egger's Addition to the
Village of Waterloo, Black Hawk County, Iowa. Also
That part of the Northwest Quarter of the Northeast Quarter of Section No. Twenty-six
(26),Township No. Eighty-nine (89)North, range No. Thirteen(13)West of the Fifth
Principal Meridian, in the City of Waterloo,Black Hawk County, Iowa, bounded as
follows:
Beginning at the point of intersection of the North line of said Northwest Quarter of the
Northeast Quarter and the Southwest line of Block No. Three(3)in James Egger's
Addition to the Village of Waterloo, Black Hawk County, Iowa; thence East along said
North line to a point that is Eighty(80) feet Northwesterly of the Northwesterly line of
Mullan Avenue, as measured along a line that is parallel with the Northeasterly line of
said Block No. Three(3); thence Southwesterly along a line that is parallel with the
Northwesterly line of Mullan Avenue to its intersection with a line drawn through the
point of beginning and parallel to the Northeasterly line of said Block No. Three(3);
thence Northwesterly to the point of beginning.
Also,Fractional Lot No. One(1)and the Southeasterly Nineteen and Fifty-two
Hundredths(19.52)feet in even width of Fractional Lot Two(2)in Block No. Three(3)
in James Egger's Addition to the Village(now City)of Waterloo,Black Hawk County,
Iowa.
Also all that part of the Northwest Quarter of the Northeast Quarter of Section No.
Twenty-six (26),Township No. Eighty-nine(89)North, Range No. Thirteen(13)West of
the Fifth(5th)Principal Meridian, in the City of Waterloo, Black Hawk County, Iowa,
lying within the following boundaries:
EXCHANGE AGREEMENT—ATTACHMENT B
Commencing at the point of intersection of the Northwesterly line of Mullan Avenue
with the North line of the Northwest Quarter of the Northeast Quarter of said Section No.
Twenty-six(26); thence West along said North line to a point that is Eighty(80) feet
Northwesterly from the Northwesterly line of Mullan Avenue, as measured along a line
that is parallel with the Northeasterly line of Block No. Three (3) in said James Egger's
Addition to the Village(now City)of Waterloo, Iowa; thence Southwesterly along a line
that is parallel with the Northwesterly line of Mullan Avenue to the point on the
Southwesterly line of block No. Three(3)if extended Southeasterly;thence Southeasterly
along a line which is parallel with the Northeasterly line of block No. Three(3)a distance
of Eighty(80) feet to the Northwesterly line of Mullan Avenue; thence Northeasterly
along the Northwesterly line of Mullan Avenue to the point of beginning.
Also, the Southeasterly Forty(40) feet in even width of Lot No. Three (3)of Block No.
Three(3) in James Egger's Addition to the Village(now City)of Waterloo, Black Hawk
County, Iowa.
EXHIBIT"C"
New Facility Plans and Specifications for City Property
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EXHIBIT"D"
Project Schematic Design Document
(shows 12± spaces in front of Bank)
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EXHIBIT"E"
Master Easement Agreement
Waterloo,IA
MASTER EASEMENT AGREEMENT
THIS MASTER EASEMENT AGREEMENT(the "Agreement") is made as of
, 2008 (the "Effective Date")between U.S. BANK NATIONAL
ASSOCIATION, a national banking association ("Bank") and CITY OF WATERLOO, IOWA, a
municipal corporation(the "City").
RECITALS
A. City considers development within the downtown and riverfront areas 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, as the successor by merger to Mercantile Bank of Northern Iowa, is the
owner of certain real property located within the Plan Area, and the City has
targeted said property for redevelopment in furtherance of the objectives of the
Plan.
C. On this date, Bank and City closed on a transaction pursuant to a certain
Exchange Agreement, dated October , 2007, by and between City and Bank,
in which, among other things, the City and Bank exchanged certain real property
in Waterloo, Iowa(the "Transaction").
D. Bank is the fee owner of that certain real property located at 425 Cedar Street,
Waterloo, Iowa, as legally described and depicted on the attached Exhibit A
("Bank Property"). City is the fee owner of that certain real property legally
described and depicted on the attached Exhibit B ("City Property"). The Bank
Property and the City Property are depicted on the attached Exhibit C.
E. City's development of the City Property and adjacent parcels (the "Project")
includes the following components: (i) expected construction of a multi-story
mixed-use retail and residential building ("Mixed-Use Building") on the City
Property and adjacent property located north of the City Property, (ii) the
construction of a pedestrian walkway, plaza, and surface parking lot on the City
Property (collectively, the "Plaza"), and (iii) the construction and reconfiguration
of various parking areas, including various surface lots for the Bank's use as
described in greater detail in this Agreement. Preliminary drawings depicting
certain elements of the Project are attached as Exhibit D hereto.
F. To accommodate the City's construction and operation of the Project, Bank
desires to grant to the City certain easements rights over portions of the Bank
Property. To allow for seamless operation by Bank of the bank branch and office
use on the Bank Property and in furtherance of the objectives set forth in the
Exchange Agreement, City desires to grant to the Bank certain easement rights
over portions of the City Property.
1
Waterloo,IA
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Bank and City agree as follows:
1. Bank Easement Grants to City. Bank hereby grants to City the following
easements subject to the restrictions set forth in this Agreement. All easements identified in this
Section 1 shall benefit and run with the City Property, and burden and run against the Bank
Property.
a. Temporary Construction Easement. Bank hereby grants to the City a
temporary easement for the purposes of
(i) site work, staging and constructing the Plaza over and upon the cross-
hatched portion of the Bank Property labeled as "Staging Area"on the
attached Exhibit E;
(ii)pedestrian and vehicular ingress and egress servicing the Plaza
construction site over and upon the cross-hatched portion of the Bank
Property labeled as "Construction Access Area" on the attached
Exhibit E; and
(iii)reconfiguring, repaving, and re-striping the portion of the parking lot
on the Bank Property,referred to herein as the "Reconfigured Parking
Lot Area," in accordance with the site plan attached hereto as Exhibit
F and specifications reasonably approved by Bank. Promptly after
completion of the relevant work contemplated hereunder, City shall
repave any part of the parking lot that is disturbed by construction
activities and shall restripe the entire lot(including those portions
situated on the remainder of the Bank Property) upon completion.
Except where the Reconfigured Parking Lot Area overlaps with the Staging Area or
Construction Access Area, City may not enter into the Reconfigured Parking Lot Area
until the seventh(7th) day after City notifies Bank in writing of its intent to commence
work thereon. To mitigate against the risk of injury or damage to persons or property,
Bank agrees that City may erect temporary barriers to segregate the Staging Area and/or
Construction Access Area from the remainder of the Bank Property to exclude persons
who are not engaged in the purposes for which the easements herein are granted;
provided, however, that at no time shall City obstruct or in any way obstruct any access
point along Cedar Street to Bank's remaining property without Bank's prior consent.
City's use of the Staging Area and the Construction Access Area shall be exclusive. The
easement rights granted under this subsection(a) shall commence on the date of Bank's
receipt of written notice from the City of City's intention to commence construction of
the Plaza, but in no event earlier than the fifteenth (15th) day after the Effective Date of
this Agreement (the later of such dates being the "Trigger Date") and terminate once any
part of the Plaza, including the underlying parking lot(the "Covered Parking Lot"), is
open to the public.
2
Waterloo, IA
2. City Easement Grants to Bank. City hereby grants to Bank the following
easements subject to the restrictions set forth in this Agreement. All easements identified in this
Section shall benefit and run with the Bank Property, and burden and run against the City
Property.
a. Temporary Parking and Access Easement—Prior to Construction of
Plaza. City hereby grants to the Bank a temporary easement for the exclusive use of the
land legally described and depicted on the attached Exhibit G(the "Open Plaza Parking
Area"). Bank may use the Open Plaza Parking Area in the same or similar manner as the
Bank used such land prior to the Transaction. This easement shall commence on the
Effective Date and terminate on the Trigger Date. Bank shall maintain the Open Plaza
Parking Area during the term of this easement in a manner similar to that in which Bank
maintained such land prior to the Transaction, except that Bank shall not be obligated to
repave or re-stripe the Open Plaza Parking Area. So long as City does not interfere with
Bank's use of the Open Plaza Parking Area during the term of this easement, City may
enter onto the Open Plaza Parking Area to conduct any non-invasive tests or
investigations related to planning for Plaza construction.
b. Permanent Parking Easement for Remote Lot. City hereby grants to
the Bank a permanent easement over and across that portion of the City Property depicted
on the attached Exhibit H (the "Remote Lot") for the use of twenty-eight(28)parking
spaces (which are numbered 1 through 28 on the exhibit) and non-exclusive use of the
drive aisles and access points located thereon and related uses. Bank's use of the twenty-
eight (28)parking spaces shall be exclusive during the customary hours of operation of
the bank branch on the Bank Property, otherwise such use shall be non-exclusive. Such
easement shall commence on the Trigger Date. City agrees to number the parking spaces
and to install reasonable signage identifying such spaces as "leased"parking. City shall
maintain and light at its cost and expense the Remote Lot in the same manner in which it
maintains the remainder of the parking lot serving the Waterloo Center for the Arts (the
"Center"), except that Bank shall reimburse to City Bank's pro rata share, based on the
number of parking spaces, of reasonable costs for repaving,re-striping, or plowing the
Center parking lot(including the Remote Lot). Bank may reasonably withhold approval
of the plans and specifications for the Remote Lot if the Remote Lot does not contain
twenty-eight(28)parking spaces and is not located in approximately the location set forth
in Exhibit H.
c. Temporary Parking Easement. City hereby grants to Bank a non-
exclusive temporary easement for the purpose of ingress and egress,parking, and related
uses over, upon, across and through the property depicted as "20 spaces" on the attached
Exhibit I. Such easement shall commence on the Trigger Date and terminate upon the
City's completion of the Remote Lot and the reconfiguration, repaving, and re-striping of
the Reconfigured Parking Lot Area in accordance with the site plan attached hereto as
Exhibit F and specifications reasonably approved by Bank. Bank's use of this easement
area is limited to the customary hours of operation of the bank branch on the Bank
Property. Bank shall take commercially reasonable efforts to inform its employees,
guests and invitees to use this easement area only as necessary for the purpose of daily
3
Waterloo, IA
bank business and for no other purpose. Upon termination of this easement, Bank will
return the easement area to City in substantially the same condition as it existed upon the
Effective Date.
d. Covered Parking Lot Easement. City hereby grants to the Bank an
easement for the non-exclusive use of the parking lot and ingresses and egresses on the
City Property legally described and depicted on the attached Exhibit J. This easement is
conditional and shall be in effect only if the Mixed-Use Building is not constructed, in
which case this easement shall commence once the Covered Parking Lot is functional. If
the Mixed-Use Building is built at a later time, then this easement shall terminate sixty
(60) days after delivery of written notice from City to Bank. Bank's use of this easement
area is limited to the customary hours of operation of the bank branch on the Bank
Property. Bank shall take commercially reasonable efforts to inform its employees,
guests and invitees to use this easement area only as necessary for the purpose of daily
bank business and for no other purpose.
e. Overflow Parking Easement. City hereby grants to Bank a non-
exclusive permanent easement for the purpose of ingress and egress, parking, and related
uses over, upon, across and through the property depicted as "overflow parking area"on
the attached Exhibit I. Such easement shall commence on the Trigger Date. Bank's use
of this easement area is limited to the customary hours of operation of the bank branch on
the Bank Property. Bank shall take commercially reasonable efforts to inform its
employees, guests and invitees to use this easement area only as necessary for the
purpose of daily bank business and for no other purpose.
With respect to all easements granted under this Section 2, City shall provide no additional
security for the employees, agents, guests and invitees of the Bank and their respective vehicles
and possessions. The Bank's employees, guests and invitees may use each of the easement areas
set forth in this Section 2 subject to the limitations set forth herein.
3. Plaza Improvements. If City elects to construct the Plaza, then the City, at its
expense, shall construct the ground surface parking lot on the City Property at an elevation
approximately level with the existing site elevation, and such lot shall be paved with asphalt and
integrated with the existing surface parking lot on the Bank Property so as to minimize,to the
extent reasonably possible, any drop or raise in the grade between the surface parking lots on the
City Property and the Bank Property. Following completion of the Covered Parking Lot and
Plaza, City shall, at its own cost, be responsible for ongoing maintenance and repair of the
Covered Parking Lot and Plaza walls, supporting pillars, roof or ceiling, and other structural
elements and for any and all reasonable or necessary maintenance and repair of the driving and
parking surfaces designed for vehicular traffic in the Covered Parking Lot. Bank shall pay a
reasonable pro rata share, based on the number of spaces it uses on a daily basis, of the parking
surface maintenance costs. The overhead pedestrian plaza and walkway shall be constructed so
that a minimum clearance of seven (7)feet is provided from the ground surface of the Covered
Parking area.
4
Waterloo, IA
4. General Terms Regarding Easement Grants.
A. Maintenance. Except as otherwise provided in this Agreement, the
grantee of each easement(the "Grantee") shall maintain and operate the easement area,
and any permitted improvements at its sole cost and expense, in a safe and workman-like
manner and shall keep and maintain the same in a professional and sightly condition at all
times.
B. Use. Grantee agrees that it shall comply with all rules, laws, ordinances
and requirements regarding its use of the easement area and shall obtain any and all
required permits and licenses at its sole cost and expense. Grantee shall use the easement
area only as necessary for the purposes described in this Agreement and shall use its best
efforts not to interfere with use and enjoyment by the grantor of the easement (the
"Grantor") of Grantor's property. Grantee shall keep the easement area free and clear of
debris at all times and shall not use the easement area for the storage of material.
C. Indemnity. To the extent permitted by applicable law, Grantee hereby
indemnifies and holds Grantor harmless from and against any injury, expense, damage,
liability or claim imposed on Grantor by any person whomever, whether due to damage
to the easement area, claims for injuries to the person or property of any person in, on, or
about the easement area for any purpose whatsoever, or administrative or criminal action
by a governmental authority, whether such injury, expense, damage, liability or claim
results either directly or indirectly from the act, omission, negligence, misconduct or
breach in the use of the easement area or the terms of this Agreement by Grantee, its
agents, employees, servants, contractors, or any other person entering upon the easement
area under express or implied invitation or consent of Grantee. Grantee further agrees to
reimburse Grantor for any costs or expenses, including, but not limited to, court costs and
reasonable attorney's fees, which Grantor may incur in investigating, handling or
litigating any such claim or any action.
D. Damage. Grantee agrees to promptly repair any and all damage caused to
the easement area or the Grantor's property by Grantee, its employees, agents or
contractors.
E. Insurance. Grantee shall require its agents and contractors, if any, to
carry worker's compensation insurance as required by applicable law and comprehensive
liability coverage for injury to or death of a person or persons and for damage to property
occasioned by or arising out of any use of the easement area. Grantee shall maintain such
liability and property damage insurance coverage (and may self-insure) as it deems
reasonable in its business judgment.
F. Grantor Use of Easement Areas. With respect to any non-exclusive
easement grated hereunder, Grantor reserves the right to use the easement area for any
purpose not inconsistent with the rights granted to Grantee in this Agreement. Grantor
may not use any easement area for which an exclusive easement was granted.
5
Waterloo, IA
G. Mechanic's Liens. Grantee shall not create or permit to be created or to
remain, and shall discharge, any lien, encumbrance or charge (levied on account of any
mechanic's or materialman's lien) which might be or become a lien, encumbrance or
charge upon Grantor's property or any part thereof. If any mechanic's or materialman's
lien on account of work performed at the direction of Grantee shall at any time be filed
against the Grantor's property or any part thereof, or prior to the commencement of any
action to enforce such lien, whichever is earlier, Grantee, within ten(10)business days
after notice of the filing thereof, shall cause the same to be discharged of record by
payment, deposit, bond, order of a court of competent jurisdiction or otherwise. If
Grantee shall fail to cause such lien to be discharged within such period, then, in addition
to any other right or remedy, Grantor may,but shall not be obligated to, discharge the
same either by paying the amount claimed to be due or by procuring the discharge of
such lien by deposit or by bonding proceedings, and in any such event Grantor shall be
entitled, if Grantor so elects, to compel the prosecution of an action for the enforcement
of such lien by the lienor and to pay the amount of the judgment in favor of the lienor
with interest, costs and allowances. Grantee agrees to reimburse and to pay to the
Grantor on demand any amount so paid by Grantor and all reasonable costs and expenses,
including reasonable attorneys' fees, incurred by Grantor in connection therewith,
together with interest thereon at the prime rate from the respective dates of Grantor's
notice to Grantee of the making of the payment or the incurring of the cost and expense,
including such reasonable attorneys fees.
5. Successors. The easements, rights and obligations, including,without limitation,
the maintenance obligations provided under the terms of this Agreement shall be binding upon
all entities having or acquiring any right,title or interest in the Bank Property or City Property,
respectively.
6. Breach; Self-Help Rights. It is expressly agreed that no breach of this
Agreement shall entitle any party to cancel, rescind or otherwise terminate this Agreement.
However, such limitation shall not affect in any manner any other rights or remedies which a
party may have under this Agreement or under any applicable law by reason of any such breach.
If either party fails to perform its maintenance or repair obligations under this Agreement within
a commercially reasonable time,the other party may, but is not obligated to, complete any or all
of such obligations (i) upon fourteen (14) days' notice to the nonperforming party in the case of a
non-emergency, or(ii) without notice to the nonperforming party in the case of an emergency.
The nonperforming party shall reimburse the performing party for all reasonable costs and
expenses incurred by the latter upon demand.
7. Amendment. This Agreement may not be amended or modified except by
written agreement signed by both parties. In the event any provision of this Agreement shall be
held invalid, the same shall not affect in any respect the validity of the remainder of this
Agreement.
8. Notice. All notices, demands and requests (each a"notice") required or permitted
to be given under this Agreement must be in writing and shall be deemed to have been properly
given or served either on the date of hand delivery or the date such notice is deposited with the
6
Waterloo, IA
United States Mail, addressed to City or Bank, as the case may be,prepaid and registered or
certified mail or delivery charges prepaid, return receipt requested, at the following addresses:
To City: City of Waterloo
Attn: Mayor
715 Mulberry Street
Waterloo, IA 50703
with a copy to: City of Waterloo
Attn: City Planner
715 Mulberry Street
Waterloo, IA 50703
To Bank: U.S. Bank National Association
Corporate Real Estate
Attn: Paul Menner
9321 Olive Blvd.
St. Louis, MO 63132
Telephone: (314) 216-4484
with a copy to: U.S. Bank National Association
Attn: Corporate Real Estate Counsel
U.S. Bancorp Center BC-MN-H21R
800 Nicollet Mall
Minneapolis, MN 55402
Rejection or refusal to accept or the inability to deliver because of changed address of which no
notice was given shall be deemed to be receipt of the notice, demand or request. Either party
shall have the right from time to time and at any time upon at least ten (10) days' written notice
thereof, to change their respective addresses, and each shall have the right to specify as its
address any other address within the United States of America.
[Remainder of page intentionally left blank. Signature pages and exhibits follow.]
7
Waterloo, IA
WHEREFORE, Bank and City have executed this Master Easement Agreement by their
duly authorized representatives as of the date first above written.
BANK: U.S. BANK NATIONAL ASSOCIATION
By:
Its:
By:
Its:
STATE OF )
) ss.
COUNTY OF )
On this day of , 2007, before me, the undersigned, a
Notary Public in and for the State of , duly commissioned and sworn,personally
appeared and ,to me known to be the persons of U.S. BANK
NATIONAL ASSOCIATION,the national banking association that executed the within and
foregoing instrument, and acknowledged said instrument to be a free and voluntary act and deed
and the free and voluntary act and deed of U.S. BANK NATIONAL ASSOCIATION for the
uses and purposes therein mentioned; and on oath stated that each was authorized to execute the
said instrument on behalf of said U.S. BANK NATIONAL ASSOCIATION.
IN WITNESS WHEREOF I have hereunto set my hand and official seal this day of
, 2007.
Notary Public
8
Waterloo, IA
CITY: CITY OF WATERLOO
By:
Timothy J. Hurley, Mayor
ATIFST:
By:
Nancy Eckert, City Clerk
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
On this day of , 2007, before me,
, a Notary Public in and for the State of Iowa,
personally appeared Timothy J. Hurley and Nancy Eckert, to me personally known, and, who,
being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City
of Waterloo, Iowa; the seal affixed to the foregoing instrument is the corporate seal of the
corporation, and that the instrument was signed and sealed on behalf of the corporation, by
authority of its City Council as contained in the Resolution adopted by the City Council under
roll call number of the City Council on the day of
2007 and that Timothy J. Hurley and Nancy Eckert acknowledged the execution of the
instrument to be their voluntary act and deed and the voluntary act and deed of the corporation,
by it voluntarily executed.
Notary Public
9
Waterloo, IA
EXHIBIT A
Legal Description of Bank Property
[See following 2 pages.]
US BANK
MASTER EASEMENT AGREEMENT
ATTACHMENT A
PREPARED BY:MICHAEL R.FAGLE, EARTH TECH, 501 SYCAMORE STREET, SUITE 222, WATERLOO,IOWA,50703. 3I9-232-6531
CITY OF WATERLOO, IOWA
REMAINDER DESCRIPTION
DEED HOLDER: MERCANTILE BANK OF NORTHERN IOWA
TAXES: FIRSTAR PROPERTY MANAGEMENT
d
10 ORIGINAL PLAT ON THE
I\,,; 6 WEST SIDE OF THE CEDAR RIVER
°' IN THE CITY OF WATERLOO
9 FRL
°° 60 BLK. 2
F�� 8
Oc, •-• 60,
ti� 60, 7
O 6
a 5 60. p 6
60
4
66- J 60
•: 5 FRL
N41°02'41"E BLK. I
\a
6 �� 2 Co, 185.00' '" -
./- 4
6 7 :L op /'; 6p S48°57'19"E
O- 1 / 307.63'
�l 3
2
60, 9 p 6 CFO 60=:.
n, O- 4,,P . 1
5 S
Tt ` '°-
60.
)
cp 60 4'yQo 9F�o� `\ 3 bo ° %/
- S°' 6 N48°57'19"W CFO` 2 / J 60-
��
Sir
Tp •307.21' B 4QS ... 1 ;f c :
1 Fei• 60- 7 1 T;QF O QP
Fj �a
0'
60- 8 S41°10'27"W
THIS PLAT OR SUBDIVISION HAS BEEN REVIEWED BY THE CITY OF 185.00'
WATERLOO, IOWA.
60. 9 0
rL P.O.B.
Signature of City Ordinance Administrator Oate
I hereby certify that this Land Surveying N * RELOCATED CEDAR STREET (60')
document was prepared by me or under
my direct personal supervision and • FD REBAR/YELLOW PLASTIC
°"1lANDN>,„ that I am a duly Licensed land Surveyor
yt° ""'• ....4! `'=, under the laws of the State of Iowa. CAP NO.8505
a30S '; MICHAEL R. EAGLE Date 0 50 100 150 200
F License number 8505
z,,ry' ,oh,,, " My license renewal date is December 31,2008
Pages or sheets covered by this seal: ( -
SHEETS I AND 2 OF 2
SCALE IN FEET
�� COUNTY PARCEL NO. 8913-26-229-001
EAR T H `) T E C HI EARTH TECH PROJECT PARCEL 1-B
v SHEET 1 OF 2
MASTER EASEMENT AGREEMENT
ATTACHMENT A
PREPARED BY:MICHAEL R.FAGLE, EARTH TECH. 501 SYCAMORE STREET, SUITE 222. WATERLOO,IOWA,50703, 319-232-6531
DESCRIPTION: REMAINDER PROPERTY
A PARCEL OF LAND SITUATED IN PART OF LOTS I, 2, 3, 4 AND 5, IN BLOCK I, AND PART
OF VACATED CEDAR STREET LYING NORTHEAST OF LOTS I, 2, 3, 4 AND 5, IN BLOCK I,
AND PART OF VACATED 3RD STREET LYING NORTHWEST OF LOT 5, IN BLOCK I, ALL IN
THE ORIGINAL PLAT ON THE WEST SIDE OF THE CEDAR RIVER IN THE CITY OF
WATERLOO, COUNTY OF BLACK HAWK, STATE OF IOWA, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE SOUTHEAST LINE OF SAID LOT I, WHICH IS 40.00 FEET
NORMALLY DISTANT NORTHEAST OF THE SOUTHWEST LINE OF SAID LOT I; THENCE
NORTH 48° (DEGREES) 57' (MINUTES) 19" (SECONDS) WEST (ASSUMED BEARING FOR THE
PURPOSE OF THIS DESCRIPTION) ON A LINE THAT IS 40.00 FEET NORTHEAST OF AND
PARALLEL WITH THE SOUTHWEST LINE OF LOTS I, 2, 3, 4 AND 5 IN BLOCK I OF SAID
ORIGINAL PLAT ON THE WEST SIDE OF THE CEDAR RIVER IN THE CITY OF WATERLOO,
AND ITS EXTENSION NORTHWESTERLY, 307.21 FEET; THENCE NORTH 41°02'41" EAST,
185.00 FEET TO A LINE THAT IS 15.00 FEET SOUTHWEST OF AND PARALLEL WITH THE
SOUTHWEST LINE OF FRACTIONAL BLOCK I OF SAID ORIGINAL PLAT ON THE WEST SIDE
OF THE CEDAR RIVER IN THE CITY OF WATERLOO; THENCE SOUTH 48°57'19" EAST ON
THE LINE THAT IS 15.00 FEET SOUTHWEST OF AND PARALLEL WITH THE SOUTHWEST
LINE OF SAID FRACTIONAL BLOCK I, A DISTANCE OF 307.63 FEET TO THE PRESENT
NORTHWESTERLY RIGHT-OF-WAY LINE OF PARK AVENUE; THENCE SOUTH 41°10'27"
WEST ON THE PRESENT NORTHWESTERLY RIGHT-OF-WAY LINE OF PARK AVENUE, ALSO
BEING THE SOUTHEASTERLY LINE OF SAID LOT I AND ITS NORTHEASTERLY
EXTENSION, 185.00 FEET TO THE POINT OF BEGINNING.
CONTAINING 56,873 SQUARE FEET, OR 1.31 ACRES.
EA R T H `) T E C H EARTH TECH PROJECT PARCEL 1-B
SHEET 2 OF 2
Waterloo, IA
EXHIBIT B
Legal Description of the City Property
[See following 2 pages.]
US BANK
MASTER EASEMENT AGREEMENT
ATTACHMENT B
PREPARED BY:MICHAEL R.FAGLE, EARTH TECH, 501 SYCAMORE STREET, SUITE 222, WATERLOO,IOWA,50703. 319-232-6531
ACQUISITION PLAT
CITY OF WATERLOO, IOWA
FEE TITLE ACQUISITION
DEED HOLDER: MERCANTILE BANK OF NORTHERN IOWA
TAXES: FIRSTAR PROPERTY MANAGEMENT
10 ORIGINAL PLAT ON THE
WEST SIDE OF THE CEDAR RIVER
6' IN THE CITY OF WATERLOO
9 FRL
moo° 6p BLK. 2
�</; N41°09'52"E 8
,,- 185.00' N. 6
`•D - 0- S48°57'19"E
�O sp �. �`` 7 242.40'
i
5 sp
O 6 60"\`.
rL O-.. o-
4
B P.O.B. •
o- 3 60" N48°57'19"W 5 FRL
242.79' BLK. I
\ao 6 a° s2 60- sp
6 t../ 4
60- 7 1 tea° / •`, sp" 3
;L'
_ p —541°02'41"W•• 6p"
sp- 8 kcO %`6 185.00' 2
°-
a./� G'lc
4T •••.,, 6'
60- 9 F 1
�o � so- O �.
cF
5 099 60-
F
60- 4- F
$ lo 60- °o' cq TF 3
0
co��F�c `a° Fo • 2 so
iq (90" 6 ;L qq
Si.
R 1
FFl 60 7 S/FF� , o , F
60- 8 R-
THIS PLAT OR SUBDIVISION HAS BEEN REVIEWED BY THE CITY OF
WATERLOO. IOWA. 60- 9 ti°
Signature of City Ordinance Administrator Oate
I hereby certify that this Land Surveying N * RELOCATED CEDAR STREET (60')
document was prepared by me or under
my direct personal supervision and
..�"°LAND",,, that I am a duly Licensed Land Surveyor • FD REBAR/YELLOW PLASTIC
if,?..,•""'•...N under the laws of the State of Iowa. CAP NO.8505
Ui NIC Vgt'.5505 s
1.£
sDS j f MICHAEL R. FAGLE Date
License number 8505 0 50 100 150 200
zy' uw�•. '# Hy license renewal date is December 31.2008
"" Pages or sheets covered by this seal:
SHEETS I AND 2 OF 2
SCALE IN FEET
\ COUNTY PARCEL NO. 8913-26-229-001
E A R T H ` ) T E C H EARTH TECH PROJECT PARCEL 1-A
/ SHEET 1 OF 2
MASTER EASEMENT AGREEMENT
ATTACHMENT B
PREPARED BY:MICHAEL R.FAGLE, EARTH TECH, 501 SYCAMORE STREET, SUITE 222, WATERLOO,IOWA,50703, 319-232-6531
DESCRIPTION: FEE TITLE ACQUISITION
A PARCEL OF LAND SITUATED IN PART OF LOTS I, 2 AND 3, IN BLOCK 2, AND PART OF
VACATED CEDAR STREET LYING NORTHEAST OF LOTS I, 2 AND 3, IN BLOCK 2, AND PART
OF VACATED WEST 3RD STREET LYING SOUTHEAST OF LOT I, IN BLOCK 2, ALL IN THE
ORIGINAL PLAT ON THE WEST SIDE OF THE CEDAR RIVER IN THE CITY OF WATERLOO,
COUNTY OF BLACK HAWK, STATE OF IOWA, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
BEGINNING AT A POINT WHICH IS 10.00 FEET NORMALLY DISTANT SOUTHEAST OF THE
NORTHWEST LINE OF SAID LOT 3 AND 40.00 FEET NORMALLY DISTANT NORTHEAST OF
THE SOUTHWEST LINE OF SAID LOT 3; THENCE NORTH 41° (DEGREES) 09' (MINUTES) 52"
(SECONDS) EAST (ASSUMED BEARING FOR THE PURPOSE OF THIS DESCRIPTION) ON A
LINE THAT IS 10.00 FEET SOUTHEAST OF AND PARALLEL WITH THE NORTHWEST LINE OF
SAID LOT 3, A DISTANCE OF 185.00 FEET TO A LINE THAT IS 15.00 FEET SOUTHWEST OF
AND PARALLEL WITH THE SOUTHWEST LINE OF FRACTIONAL BLOCK 2 OF SAID
ORIGINAL PLAT ON THE WEST SIDE OF THE CEDAR RIVER IN THE CITY OF WATERLOO;
THENCE SOUTH 48°57'19" EAST ON THE LINE THAT IS 15.00 FEET SOUTHWEST OF AND
PARALLEL WITH THE SOUTHWEST LINE OF SAID FRACTIONAL BLOCK 2, A DISTANCE OF
242.40 FEET; THENCE SOUTH 41°02'41" WEST, 185.00 FEET TO A LINE THAT IS 40.00 FEET
NORTHEAST OF AND PARALLEL WITH THE SOUTHWEST LINE OF SAID LOTS I, 2 AND 3 IN
BLOCK 2 OF SAID ORIGINAL PLAT ON THE WEST SIDE OF THE CEDAR RIVER IN THE CITY
OF WATERLOO, AND ITS EXTENSION SOUTHEASTERLY; THENCE NORTH 48°57'19" WEST
ON THE LINE THAT IS 40.00 FEET NORTHEAST OF AND PARALLEL WITH THE SOUTHWEST
LINE OF LOTS 1, 2 AND 3 IN BLOCK 2 OF SAID ORIGINAL PLAT ON THE WEST SIDE OF THE
CEDAR RIVER IN THE CITY OF WATERLOO, AND ITS EXTENSION SOUTHEASTERLY, 242.79
FEET TO THE POINT OF BEGINNING.
CONTAINING 44,880 SQUARE FEET, OR 1.03 ACRES.
EAR T H `) T E C H EARTH TECH PROJECT PARCEL 1-A
�� SHEET 2 OF 2
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Waterloo,IA
EXHIBIT F
Depiction of Reconfigured Parking Lot Area(Secs. l.a.iii, 2.c)
•
iYv
sio:,''st ,
4 � Y
Waterloo, IA
;r -
: Jxr �
3 "
0 _ r=
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a.o X
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Waterloo, IA
EXHIBIT H
Depiction of Permanent Parking Easement Area for Remote Lot (Sec. 2.b)
ly
,::::,,,,,,t,fr,,,,,: .... ...,
:.:, .,,,,,.„, ' ,.., _;-,ii'..,,
till_ t,
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t- �" r-tx"r- ,xgt" a . ».,, ,om` r ~�%t ry . .
Waterloo,IA
EXHIBIT I
Depiction of Temporary Parking Easement Area(Sec. 2.c)
='3
a a. tr
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Waterloo, IA
EXHIBIT J
Depiction of Covered Parking Lot Easement Area(Sec. 2.d)
r i"
-
',,,, •
/ 1 0 / ''''\
/
.›..""; //s ././F.R\i. \‘`,.., ORL'UNAL PLAT Cii THE EST SIDE OF THE CEDAR RivER
..„ IN THE CITY OF iNATERLC30
.) rz
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COUNTY PARCEL.8913464294m
I A It T II T II S N EARTH TECH PROJECT PARCEL 1-H
SHEET 1 OF 2
Waterloo,IA
EXHIBIT"F"
Delivery Condition of City Property
20
Pad-Ready Condition
"Pad-Ready Condition"shall be defined as follows:
A) Any conditions encountered during preliminary geotechnical investigations
shall be remedied prior to placement of any fill material.
B) The entire site shall be stripped of topsoil and other material of unsuitable
bearing capacity. The topsoil shall be stockpiled on site and separated from
any other fill materials. Unsuitable fill material other than topsoil shall be
removed from the site. Any"fat"clay under the proposed parking or building
area shall also be removed and replaced or lime-stabilized in a manner
acceptable to a geotechnical agency designated by Tenant.
C) Soils underlying the topsoil removed shall be proof-rolled and examined by a
geotechnical engineer designated by Tenant for excessive pumping and rutting
or other conditions that indicate soils are unsuitable below grade.
D) Fill material shall be placed on the site to achieve a finish elevation of sub-
grade for the entire site a minimum of 0.5 feet above the 100 year flood plain.
The sub-grade elevation within the building area shall be 0.5 feet above the
finish elevation of sub-grade of the site closest to the exterior boundaries of
the building area.
E) Fill material shall be tested to determine that it is acceptable to a geotechnical
engineer designated by Tenant prior to placement.
F) Fill shall be placed in lifts not exceeding 8 inches and shall be compacted to
99% of Standard Proctor and will be tested prior to placement of the next fill
lift. Fill activities shall be monitored by the Tenant's designated Geotechnical
Agency.
G) Utilities shall be stubbed within 5 feet of the premises.
EXHIBIT"G"
Declaration for ATM Right of First Refusal
21
RIGHT OF FIRST REFUSAL AGREEMENT
THIS AGREEMENT is made as of ,200 by and between U.S.
BANK NATIONAL ASSOCIATION,a national banking association("Bank")and the CITY OF
WATERLOO,IOWA, a municipal corporation(the"City").
RECITALS:
A. On this date,Bank conveyed to City certain real estate,together with all
improvements located thereon, situated in Waterloo,Iowa, legally described on the attached
Exhibit A(the"Property").
B. City has agreed to grant Bank an exclusive right of first refusal on the installation
and operation on the Property of any automated or remote teller machine("ATM"), if City
receives a bona fide offer from a third party to install and operate such ATM(s)on the Property,
and if Bank wishes to accept such offer.
NOW THEREFORE,Bank and City, for themselves and their successors and assigns,
hereby agree as follows:
1. RIGHT OF FIRST REFUSAL. If City receives a bona fide offer from a third
party(a"Third Party Offer")to install and operate an ATM on the Property,and if City desires to
permit the operation of any ATM on the Property under the terms of such Third Party Offer,City
shall first give notice thereof to Bank. In that event,Bank shall have a right of first refusal and
privilege(which shall hereinafter be referred to as an"Option")of installing and operating such
ATM(s)on the Property upon the same terms as set forth in the Third Party Offer,including all
contingencies(except that the closing date and contingency periods thereunder shall be extended
by the number of days between the date that City delivers the copy of the Third Party Offer to
Bank and the date that Bank exercises its Option). Bank shall deliver to City written notice of its
election to exercise such Option within thirty(30)days after Bank receives written notice from
City of the Third Party Offer.
2. EXERCISE OF OPTION TO PURCHASE. If Bank exercises its Option,Bank
shall notify City in writing. The notice given by Bank of its intention to exercise the Option shall
fix and determine the right of Bank to install and operate such ATM(s)on the Property upon the
terms and conditions set forth in the Third Party Offer. If Bank fails to notify City of its exercise
of the Option within the 30-day period, City may thereafter contract with the party extending such
1
Third Party Offer to install and operate an ATM on the Property under the terms and conditions
set forth in such offer.
3. NOTICES. Any notice under this Agreement, including Bank's notice of its
exercise of the Option, shall be in writing and shall be delivered in person,by overnight delivery
service,by United States registered or certified mail,postage prepaid,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 Bank,to U.S.Bank N.A.,425 Cedar Street,Waterloo,Iowa 50701, facsimile
number 319- ,Attention: Steven Brewer and to U.S.Bank N.A.,Corporate Real Estate,
9321 Olive Blvd., St.Louis,MO 63132; facsimile 314/216-4485,Attention: Paul R.Menner and
to U.S. Bank National Association,BC-MN-H21R,U.S.Bancorp Center, 800 Nicollet Mall,
Minneapolis,MN 55402,facsimile 612/303-7886.
Unless otherwise stated in this Agreement,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, or(iii)
three(3)business days following the date of deposit if mailed by United States registered or
certified mail,postage prepaid.
4. EXCLUSIONS. Notwithstanding anything in this Agreement to the contrary,
Bank's right of first refusal shall not extend to any portion of the Property sold by City to a third
party for the purpose of constructing a multi-story,mixed-use retail and residential building on
the Property.
5. RUNNING WITH THE LAND;TERM OF AGREEMENT. All of the
restrictions and covenants in this Agreement shall be deemed obligations running with the
Property or any portion thereof and shall bind every person or entity having any fee interest
therein for a period of 30 years from the date of this Agreement.
6. MISCELLANEOUS. This Agreement shall be construed under and governed by
the laws of the State of Iowa. In the event of a default by either party,the aggrieved party may
pursue all remedies available under the laws of the State of Iowa. This Agreement shall be
binding upon and inure to the benefit of City and Bank for the term of this Agreement.This
Agreement contains the entire understanding between the parties hereto and shall not be modified
except in writing signed by all parties. This Agreement may be executed in counterparts,each of
which shall be an original,but all of which shall constitute one and the same instrument. Time is
of the essence with respect to the performance of any covenant contained herein.
[SIGNATURE PAGES FOLLOW]
2
IN WITNESS WHEREOF,the parties have executed this Agreement as of the day and
year first above written.
U.S. BANK NATIONAL ASSOCIATION
By:
Michael P.Rensing, Senior Vice President
STATE OF )
ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
200 ,by Michael P.Rensing,a Senior Vice President of U.S.Bank National Association,a
national banking association,on behalf of the association.
Notary Public
My commission expires:
3
CITY OF WATERLOO,IOWA
By:
Mayor
Attest:
City Clerk
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
The foregoing instrument was acknowledged before me this day of
,200 ,by and the ,as
Mayor and City Clerk,respectively,of the City of Waterloo,Iowa.
Notary Public
My commission expires:
Drafted By: