HomeMy WebLinkAboutHabitat for Humanity Infill (18 homes) Dev Agmnt - 2.21.22Preparer: Adrienne Miller 715 Mulberry Street, Waterloo, Iowa 50703 (319) 291-4366
After recording, return to Community Planning & Development, 715 Mulberry Street, Waterloo, IA 50703.
DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is entered into as of
February 21 , 2022 by and between Iowa Heartland Habitat for Humanity (the
"Company") and the City of Waterloo, Iowa (the "City").
RECITALS
A. Company is willing and able to finance and construct single-family
dwellings and related improvements on various properties located in the
City of Waterloo, including infill lots in established residential
neighborhoods as identified on Exhibit "A" attached hereto (the
"Properties"). Each separate property is referred to as a "Lot."
B. City considers infill residential 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 to encourage that goal. City believes that
such development is in the vital and best interests of the City and in
accordance with the public purposes and provisions of the applicable
State and local laws and requirements under which the Project (defined
below) has been undertaken and is being assisted.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties agree as follows:
1. Improvements by Company. Company shall construct at its own
expense upon each Lot one (1) single-family home as further described and depicted in
Exhibit "B" attached hereto. No more than one home shall be constructed on each Lot,
and each Lot upon which a home will be constructed shall be completed to a finished
state, including installation of driveways and sidewalks, removal of all construction
debris, proper leveling or shaping of groundscape, and grassing and/or landscaping
(home construction and finishing as so described are referred to as the
"Improvements"). Each dwelling shall have a minimum livable area of 1,100 square feet
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and an assessed value upon completion of approximately $73,000.00 or more. The
Improvements shall be constructed in accordance with the terms of this Agreement, all
applicable City, state, and federal building codes and shall comply with all applicable
City ordinances and other applicable law. Company shall submit specific building
designs and site plans for City review and approval before the commencement of
construction and shall not substantially deviate from such plans, specifications or
designs. Company will use its best efforts to obtain, or cause to be obtained, in a timely
manner, all required permits, licenses and approvals, and will meet, in a timely manner,
all requirements of all applicable local, state, and federal laws and regulations which
must be obtained or met before the Improvements may be lawfully constructed. The
Properties, the Improvements, and all site preparation and development -related work to
be undertaken and completed by Company under this Agreement are collectively
referred to as the "Project".
2. Timeliness of Construction; Possibility of Reverter. The parties agree
that Company's commitment to cause the Project to be undertaken and to construct the
Improvements in a timely manner constitutes a material inducement for the City to
extend the incentives provided for in this Agreement, and that without said commitment
City would not have done so. Subject to Unavoidable Delays (defined below), Company
must Substantially Complete construction of Improvements no later than May 31, 2023
(the "Completion Deadline"). For purposes of this Agreement, "Substantially Complete"
means the date on which the Improvements on a Lot have been completed to the extent
necessary for the City to issue a certificate of occupancy relating thereto and the City
has verified that Project elements for which no permit was necessary have been
substantially completed.
If construction has commenced within the required period or any extended period
and is stopped and/or delayed as a result of an act of God, war, civil disturbance, court
order, labor dispute, fire, or other cause beyond the reasonable control of Company
(each of the foregoing is an "Unavoidable Delay"), then time lost as a result of
Unavoidable Delays shall be added to extend the Completion Deadline by a number of
days equal to the number of days lost as a result of Unavoidable Delays, and thereafter
if construction on a given Lot is not completed within the allowed period of extension,
then such Lot shall not be eligible for the incentives provided by City under this
Agreement. As promptly as possible, Company shall notify City in writing of the
occurrence of any Unavoidable Delay and shall again notify City in writing when the
Unavoidable Delay has ended.
3. Utilities. Company will be responsible for extending water, sewer,
telephone, telecommunications, electricity, gas and other utility services from street right
of way to any location on the Properties and for payment of any associated connection
fees.
4. Incentives. To aid in the Project, City will provide the following incentives:
A. Infill Housing Grants. As provided in the City's infill housing policy,
City will pay Company a grant of $5,000.00 for each home timely completed, for
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a total maximum incentive of $90,000.00. Each grant shall be payable within
ninety (90) days after Improvements on a given lot have been verified by City as
Substantially Completed.
B. Partial Tax Exemption. Because the Properties are located in a
designated Consolidated Urban Revitalization Area (CURA) or a designated City
Limits Urban Revitalization Area (CLURA), the Properties are eligible for tax
exemption consistent with and to the extent provided for in Iowa law and City
ordinance, provided that Company or its successor in title meets all requirements
to qualify for such exemption. The applicant shall elect whether to obtain
exemption benefits under either CURA or CLURA, but not both.
5. Additional Covenants of Company. In addition to the other promises,
covenants and agreements of Company as provided elsewhere in this Agreement,
Company agrees as follows:
A. Until the Improvements have been Substantially Completed,
Company shall make such reports to City, in such detail and at such times as
may be reasonably requested by City, as to the actual progress of Company with
respect to construction of the Improvements.
B. Company will comply with all applicable land development laws and
City and county ordinances, and all laws, rules and regulations relating to its
businesses, other than laws, rules and regulations where the failure to comply
with the same, or where the sanctions and penalties resulting therefrom, would
not have a material adverse effect on the business, property, operations, or
condition, financial or otherwise, of Company.
C. Company will cooperate fully with the City in resolution of any
traffic, parking, trash removal or public safety problems which may arise in
connection with the construction and operation of the Improvements.
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.
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.
7. Representations and Warranties of Company. Company hereby
represents and warrants as follows:
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A. It is duly organized, validly existing, and in good standing under the
laws of the state of its organization and is duly qualified and in good standing
under the laws of the State of Iowa.
B. It has all requisite power and authority to own and operate its
properties, to carry on its business as now conducted and as presently proposed
to be conducted, and to enter into and perform its obligations under this
Agreement.
C. This Agreement has been duly and validly authorized, executed
and delivered by Company and, assuming due authorization, execution and
delivery by the other parties hereto, is in full force and effect and is a valid and
legally binding instrument of Company that is enforceable in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency,
reorganization or other laws relating to or affecting creditors' rights generally.
D. The execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, and the fulfillment of or
compliance with the terms and conditions of this Agreement are not prevented
by, limited by, in conflict with, or result in a violation or breach of, the terms,
conditions or provisions of the articles of organization or operating agreement of
Company or of any contractual restriction, evidence of indebtedness, agreement
or instrument of whatever nature to which Company is now a party or by which it
or its property is bound, nor do they constitute a default under any of the
foregoing.
E. There are no actions, suits or proceedings pending or
threatened against or affecting Company in any court or before any arbitrator or
before or by any governmental body in which there is a reasonable possibility of
an adverse decision which could materially adversely affect the business
(present or prospective), financial position, or results of operations of Company
or which in any manner raises any questions affecting the validity of the
Agreement or Company's ability to perform its obligations under this Agreement.
8. Indemnification and Releases.
A. Company hereby releases City, its elected officials, officers,
employees, and agents (collectively, the "indemnified parties") from, covenants
and agrees that the indemnified parties shall not be liable for, and agrees to
indemnify, defend and hold harmless the indemnified parties against, any loss or
damage to property or any injury to or death of any person occurring at or about
the Property or resulting from any defect in the Improvements. The indemnified
parties shall not be liable for any damage or injury to the persons or property of
Company or its employees, contractors or agents, or any other person who may
be about any of the Properties or the Improvements, due to any act of negligence
or willful misconduct of any person, other than any act of negligence or willful
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misconduct on the part of any such indemnified party or its officers, employees or
agents.
B. Except for any willful misrepresentation, any willful misconduct, or
any unlawful act of the indemnified parties, Company agrees to protect and
defend the indemnified parties, now or forever, and further agrees to hold the
indemnified parties harmless, from any claim, demand, suit, action or other
proceedings or any type or nature whatsoever, by any person or entity
whatsoever that arises or purportedly arises from (1) any violation of any
agreement or condition of this Agreement (except with respect to any suit, action,
demand or other proceeding brought by Company against the City to enforce its
rights under this Agreement), or (2) the construction, installation, ownership, and
operation of the Improvements, or (3) otherwise as a result of or in connection
with the Project or Company's failure to carry on or complete same.
C. The indemnification obligations under this Section shall include
attorneys' fees and expenses incurred by any indemnified part. The provisions of
this Section shall survive the expiration or termination of this Agreement.
9. Default. The following shall be "Events of Default" under this Agreement,
and the term "Event of Default" shall mean any one or more of the following events that
continues beyond any applicable cure periods:
A. Failure by Company to cause the construction of the Improvements
on the Properties to be commenced and completed pursuant to the terms,
conditions and limitations of this Agreement;
B. Transfer by Company of any interest (either directly or indirectly) in
the Improvements or this Agreement, without the prior written consent of City;
C. Failure by any party hereto to substantially observe or perform any
covenant, condition, obligation or agreement on its part to be observed or
performed under this Agreement;
D. Company (1) files any petition in bankruptcy or for any
reorganization, arrangement, composition, readjustment, liquidation, dissolution,
or similar relief under the federal bankruptcy law or any similar state law; (2)
makes an assignment for the benefit of its creditors; (3) admits in writing its
inability to pay its debts generally as they become due; (4) is adjudicated a
bankrupt or insolvent; or if a petition or answer proposing the adjudication of
Company as a bankrupt or its reorganization under any present or future federal
bankruptcy act or any similar federal or state law shall be filed in any court and
such petition or answer shall not be discharged or denied within ninety (90) days
after the filing thereof; or a receiver, trustee or liquidator of Company, or part
thereof, shall be appointed in any proceedings brought against Company and
shall not be discharged within ninety (90) days after such appointment, or if
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Company shall consent to or acquiesce in such appointment; or (5) defaults
under any mortgage applicable to the Property.
E. Any representation or warranty made by Company in this
Agreement, or made by Company in any written statement or certificate furnished
by Company pursuant to this Agreement, shall prove to have been incorrect,
incomplete or misleading in any material respect on or as of the date of the
issuance or making thereof.
10. Remedies.
A. Default by Company. Whenever any Event of Default in respect of
Company occurs and is continuing, the City may terminate this Agreement, in
whole or in part. Before exercising such remedy, City shall give 30 days' written
notice to Company of the Event of Default, provided that by the conclusion of
such period the Event of Default shall not have been cured, or the Event of
Default cannot reasonably be cured within 30 days and Company shall not have
provided assurances reasonably satisfactory to the City that the Event of Default
will be cured as soon as reasonably possible. Upon termination, City may
exercise any and all remedies available at law, equity, contract or otherwise for
recovery of any sums paid by City to Company before the date of termination.
B. Default by City. Whenever any Event of Default in respect of
Company occurs and is continuing, Company may take such action against City
to require it to specifically perform its obligations hereunder. Before exercising
such remedy, Company shall give 30 days' written notice to City of the Event of
Default, provided that by the conclusion of such period the Event of Default shall
not have been cured, or if the Event of Default cannot reasonably be cured within
30 days and City shall not have provided assurances reasonably satisfactory to
the Company that the Event of Default will be cured as soon as reasonably
possible.
C. Remedies under this Agreement shall be cumulative and in addition
to any other right or remedy given under this Agreement or existing at law or in
equity or by statute. Waiver as to any particular default, or delay or omission in
exercising any right or power accruing upon any default, shall not be construed
as a waiver of any other or any subsequent default and shall not impair any such
right or power.
11. Materiality of Company's Promises, Covenants, Representations,
and Warranties. Each and every promise, covenant, representation, and warranty set
forth in this Agreement on the part of Company to be performed is a material term of
this Agreement, and each and every such promise, covenant, representation, and
warranty constitutes a material inducement for City to enter this Agreement. Company
acknowledges that without such promises, covenants, representations, and warranties,
City would not have entered this Agreement. Upon breach of any promise or covenant,
or in the event of the incorrectness or falsity of any representation or warranty, City
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may, at its sole option and in addition to any other right or remedy available to it,
terminate this Agreement and declare it null and void.
12. Performance by City. Company acknowledges and agrees that all of the
obligations of City under this Agreement shall be subject to, and performed by City in
accordance with, all applicable statutory, common law or constitutional provisions and
procedures consistent with City's lawful authority. All covenants, stipulations, promises,
agreements and obligations of City contained in this Agreement shall be deemed to be
the covenants, stipulations, promises, agreements and obligations of City and not of any
governing body member, officer, employee or agent of City in the individual capacity of
such person.
13. No Third -Party Beneficiaries. No rights or privileges of any party hereto
shall inure to the benefit of any contractor, subcontractor, material supplier, or any other
person or entity, and no such contractor, subcontractor, material supplier, or other
person or entity shall be deemed to be a third -party beneficiary of any of the provisions
of this Agreement.
14. Notices. Any notice under this Agreement shall be in writing and shall be
delivered in person, by overnight air courier service, by United States registered or
certified mail, postage prepaid, or by facsimile (with an additional copy delivered by one
of the foregoing means), and addressed:
(a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, fax number
319-291-4571, Attention: Mayor, with copies to the City Attorney and the
Community Planning and Development Director.
(b) if to Company, at 803 W. 5th Street, Waterloo, Iowa 50702,
Attention: Executive Director.
Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in
person, (ii) one (1) business day following deposit for overnight delivery to an overnight
air courier service which guarantees next day delivery, (iii) three (3) business days
following the date of deposit if mailed by United States registered or certified mail,
postage prepaid, or (iv) when transmitted by facsimile so long as the sender obtains
written electronic confirmation from the sending facsimile machine that such
transmission was successful. A party may change the address for giving notice by any
method set forth in this Section.
15. 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.
16. Amendment, Modification, and Waiver. No amendment, modification,
or waiver of any condition, provision, or term of this Agreement shall be valid or of any
effect unless made in writing, signed by the party or parties to be bound or by the duly
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authorized representative of same, and specifying with particularity the extent and
nature of the amendment, modification, or waiver. Any waiver by any party of any
default by another party shall not affect or impair any rights arising from any subsequent
default.
17. Severability; Reformation. Each provision, section, sentence, clause,
phrase, and word of this Agreement is intended to be severable. If any portion of this
Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the
offending provision or part thereof shall be deemed severed from this Agreement and
the remaining provisions of this Agreement shall not be affected thereby and shall
continue in full force and effect. If 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.
18. 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.
19. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
20. 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.
21. Entire Agreement. This Agreement, together with the exhibits attached
hereto, if any, 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.
22. Time of Essence. Time is of the essence of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Development
Agreement by their duly authorized representatives as of the date first set forth above.
CITY OF WATERLOO, IOWA IOWA HEARTLAND HABITAT FOR
HUMANITY
By:
By:
Quentin M. Hart, Mayor Ali Parrish, Executive Director
Attest: Te``h`e
Kelley Felchle, City Clerk
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Attachment "A"
Legal Description
1. 417 Argyle Street - 8913-24-163-023 (New Construction -Walnut)
Lot 7 and the East 15 feet of Lot 8 in Block 29 in Railroad Addition to Waterloo, Iowa.
2. 416 Argyle Street — 8913-24-303-003 (New Construction -Walnut)
Lot 7 Block 66 in the Cooley Addition to Waterloo, Black Hawk County, Iowa.
3. 217 Iowa Street - Part of Parcel 8913-24-306-026 (New Construction -Walnut)
The South One -Half of Lot No. Two (2), in Block No. Sixty-nine (69), in the Cooley Addition to Waterloo
4. 1637 Calhoun Street — 8912-29-401-019 (New Construction -Walnut)
Parcel "J" of Plat of Survey Doc. #2019-18738 of part of the NW 11/4 of the SE '/4 of Section 29, Township
89 North, Range 12 West of the 5th P.M., Black Hawk County, Iowa.
5. 434 Almond Street — 8913-24-306-009 (New Construction- Walnut)
Cooley Addition Lot 2 Block 69
6. 308 Locust Street- 8913-26-326-002 (New Construction- Church Row)
The Northwesterly One-half of Lot No. Four (4) in Block No. Two (2) in Whitney and Sedgwick's
Addition to the City of Waterloo, Iowa.
7. 1641 Calhoun Street- 8912-29-401-020 (New Construction- Walnut)
That part of the Northwest Quarter of the Southeast Quarter (NW 1/4 SE 1/4) of Section No. 29, Township
No. 89 North, Range No. 12 West of the Fifth Principal Meridian, also being part of Maywood Farms dated
06/30/1953 recorded in 79 Misc. 679 in the Office of the Black Hawk County Recorder, lying in the City of
Waterloo, Black Hawk County, Iowa, described as follows:
Commencing at the Northwest comer of said Northwest Quarter of the Southeast Quarter, point being a
found 1 "0 iron pipe;
thence along the West line of said Northwest Quarter of the Southeast Quarter South 00°043/4 'East a
distance of 635.9 feet to the North right-of-way line of Calhoun Street;
thence along said North right-of-way line South 89°343/4' East a distance of 484.05 feet along the South line
of Quit Claim Deed dated 1/11/2010 recorded in File 2010-13372 in the Black Hawk County Recorder,
point being a set''/2" rebar with license #23212, also being the point of beginning;
thence North 00°043 ' West a distance of 140.0 feet to the North line of said File 2010-13372, point being a
set'h" rebar with license #23212;
thence along said North line South 89°34 3/4' East a distance of 50.8 feet to the Northeast comer of said
File 2010-13372, point being a set'h" rebar with license #23212;
thence along the East line of said File 2010-13372 South 00°043/4' East a distance of 140.0 feet to the
Southeast comer of said File 2010-13372, point being a set'/2" rebar with license #23212;
thence along said South line North 89°343/4' West a distance of 50.8 feet to the point of beginning.
Containing 7,115 sq. ft.
Subject to restrictions, easements, covenants, ordinances, and limited access provisions of record and not of
record.
Note: The North line of said Northwest Quarter of the Southeast Quarter is assumed to bear North 89°343/4
West for this description.
8. 316 Iowa Street — North part of 8913-24-304-008 (New Construction- Walnut)
Parcel "C" of Plat of Survey Doc. #2021-20373 of part of the NW 1/4 of the SE 3/4 of Section 29, Township
89 North, Range 12 West of the 5th P.M., Black Hawk County, Iowa.
9. 8913-24-306-010 (Pine/Iowa- New Construction)
The North 48 feet of Lot 1 in Block 69 in The Cooley Addition to Waterloo, Iowa.
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10. 8913-24-306-011 (Pine/Iowa- New Construction)
Lot 1 in Block 69 in The Cooley Addition to Waterloo, Iowa except the North 48 Feet.
11. 8913-24-303-008 (Iowa Street- New Construction)
South one half (1/2) North ninety (90) feet of Lot Two (2) in Block Sixty-six (66) Cooley Addition,
Waterloo, Iowa.
12. 403 Saxon; 8913-24-158-010 (Saxon/Clay- New Construction)
The South 93 Feet of Lot No.6 and the South 93 feet of the West 20 feet of Lot No. 5, in Block No. 20 in
Railroad Addition to Waterloo, Iowa.
13. 8913-24-303-019 (Almond/Clay- New Construction)
The South fourty-six and two thirds (46 2/3) feet of Lot Twelve (12) in Block Sixty-six (66); Waterloo,
Iowa.
14. 8913-24-303-012 (Almond/Iowa- New Construction)
The South 70 feet of Lot 1 Block 66 in Cooley Addition, Waterloo, Iowa.
15. 8913-24-158-002 (Dane Street- New Construction)
The West forty (40) feet of Lot Eight (8) in Block twenty (20), the East fifteen (15) feet of the North
seventy-one and five tenths (71.5) feet of Lot seven (7) in Block Twenty (20) Railroad Addition, Waterloo,
Iowa.
16. 8913-24-163-019 (Clay Street- New Construction)
The North 50 feet of Lots 11 and 12 in Block 29 in Railroad Addition to Waterloo, Iowa, Black Hawk
County, Iowa.
17. 1633 Block Calhoun St- 8912-29-401-018 (Maywood -New Construction)
That part of the Northwest Quarter of the Southeast Quarter (NW 1/4 SE 1/4) of Section No. 29, Township
No. 89 North, Range No. 12 West of the Fifth Principal Meridian, also being part of Maywood Farms dated
06/30/1953 recorded in 79 Misc. 679 in the Office of the Black Hawk County Recorder, lying in the City of
Waterloo, Black Hawk County, Iowa, described as follows:
Commencing at the Northwest corner of said Northwest Quarter of the Southeast Quarter, point being a
found 1 "0 iron pipe; thence along the West line of said Northwest Quarter of the Southeast Quarter South
00°043/4'East a distance of 635.9 feet to the North right-of-way line of Calhoun Street; thence along said
North right-of-way line South 89°343/4' East a distance of 382.45 feet to the Southwest corner of Quit Claim
Deed dated 1/11/2010 recorded in File 2010-13372 in the Black Hawk County Recorder, point being a
set'/2" rebar with license #23212, also being the point of beginning; thence along the West line of said File
2010-13372 North 00°043 ' West a distance of 140.0 feet to the Northwest corner of said File 2010-13372,
point being a set'/2" rebar with license #23212; thence along said North line of said File 2010-13372 South
89°34 3/4' East a distance of 50.8 feet to the Northeast corner of said File 2010-13372, point being a set''/2"
rebar with license.#23212; thence South 00°043/4' East a distance of 140.0 feet to the South line of said File
2010-13372, point being a set1/2" rebar with license #23212;
thence along said South line North 89°343/4' West a distance of 50.8 feet to the point of beginning.
Containing 7,115 sq. ft.
Subject to restrictions, easements, covenants, ordinances, and limited access provisions of record and not of
record.
Note: The North line of said Northwest Quarter of the Southeast Quarter is assumed to bear North 89°343/4
West for this description.
18. 8913-24-157-004 (Vacant lot along Clay Street- New Construction)
The North 40 feet of Lot 1 in Block 19 in Railroad Addition to Waterloo, Iowa.
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