HomeMy WebLinkAboutRose, Kevin & Michelle - Development Agreement 217 Rose Street - 6.5.2023Preparer: Christopher S. Wendland. P.O. Box 596. Waterloo. Iowa 50704 (319) 234-5701
Alter recording, return to Community Planning & Development, 715 Mulberry Street, Waterloo, IA 50703,
DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is entered into as of
01 OW / % 2023, by and between Kevin E. Rose and Michelle L. Rose
(collectively, "Developer"), and the City of Waterloo, Iowa ("City").
RECITALS
A. Developer is willing and able to finance and rehabilitate an existing
property located at 217 Reed Street, Waterloo Iowa (the "Property"),
legally described as set forth on Exhibit "A" attached hereto.
B. City considers economic development within the City a benefit to the
community and is willing for the overall good and welfare of the community
to provide financial incentives so as to encourage that goal City believes
that rehabilitation of the Property is in the 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 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. Sale of Property; Title. Subject to the terms hereof, City shall convey the
Property to Developer for the sum of $11,000.00 (the Purchase Price"), of which
$1,000 00 shall be paid in certified funds to City to be held intrust as earnest money
and applied at closing to the Purchase Price. Conveyance shall be by quit claim deed,
free and clear of all encumbrances arising by or through City except. (a) easements,
servitudes, conditions and restrictions of record; (b) current and future real estate real
property taxes and assessments subject to the agreements made herein; (c) general
utility and right-of-way easements serving the Property; and (d) restrictions imposed by
the City zoning ordinances and other applicable law. City shall have no duty to convey
title to Developer until Developer delivers to City reasonable and satisfactory proof of
financial ability to undertake and carry on the Project (defined below), which may take
the form of a lending commitment letter. Developer may at its own expense, obtain
whatever form of title evidence it desires. If title is unmarketable or subject to matters
not acceptable to Developer, and if City does not remedy or remove such objectionable
matters in timely fashion following written notice of such objections from Developer
Developer may terminate this Agreement. City shall provide any title documents it has
in its possession, including any abstracts, to assist in title review.
2. Improvements by Developer. Developer acknowledges that it has had a
reasonable opportunity to inspect the Property and to conduct other due diligence
related to the Project. Developer agrees to accept the Property in its "AS IS condition,
without any warranty from City, expressed or implied, as to the condition of the
Property, its marketability, or its fitness for any particular purpose. Developer shall
rehabilitate the existing structure(s) on. the Property for single-family residential
purposes and make other improvements to the buildings and grounds (collectively, the
'Improvements"). Improvements are generally described on Exhibit 'B' attached hereto.
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. Developer will use its best efforts to obtain, or
cause to be obtained, in a timely manner, all required permits, licenses and approvals,
and will meet, in a timely manner, all requirements of all applicable local, state and
federal laws and regulations which must be obtained or met before the Improvements
may be lawfully constructed. The Property, the Improvements, and all other work to
make the project site usable for Developer's purposes as contemplated by this
Agreement are collectively referred to as the "Project".
3. Timeliness of Construction; Possibility of Reverter. The parties agree
that Developer's commitment to cause the Project to be undertaken and to rehabilitate
the Property in a timely manner constitutes a material inducement for the City to extend
the development incentives provided for in this Agreement, including but not limited to
its commitment to convey the Property to Developer, and that without said commitment
City would not have done so. Subject to Unavoidable Delays (defined below),
Developer must obtain a building permit and begin construction of the Improvements
within six (6) months from the date of that it receives title to the Property from City (the
"Project Start Date") and Substantially Complete rehabilitation within fourteen (14)
months thereafter (the "Project Completion Date"). For purposes of this Agreement,
'Substantially Completed" means the date on which the rehabilitation Improvements
have been completed to the extent necessary for the City to issue a certificate of
occupancy relating thereto and City has also verified that any Project element for which
no permit was necessary has been Substantially Completed.
If Developer does not Substantially Complete construction of the
Improvements on the schedule stated above, then City may terminate this Agreement
as set forth in Section 13, and City shall then have no further obligation under this
Agreement. In any circumstance where Developer's progress on the Project fails to
meet the schedule stated above, then City's Community Planning and Development
Director may, but shall not be required to, consent to an extension of time of up to six
(6) months for the construction of the Improvements and if an extension is granted but
construction of the Improvements has not begun within such extended period, then any
further time extensions will requireconsent of the City Council. If development has
commenced within the required period, as the same may be extended, and is
subsequently stopped 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
Developer (each an 'Unavoidable Delay"), the requirement that construction be
completed by the Completion Deadline shall be tolled for a period of time equal to the
period of Unavoidable Delay.
4. Reverter of Title; Indemnity In the event of any reverter of title,
Developer agrees that it shall, at its own expense, promptly execute all documents,
including but not limited to a special warranty deed, or take such other actions as the
City may reasonably request to effectuate said reverter and to deliver to City title to the
Property that is free and clear of any lien, claim, charge, security interest, mortgage or
encumbrance (collectively, "Liens") arising by or through Developer. Developer shall
pay in full, so as to discharge or satisfy, all Liens on or against the Property. In
connection with any reverter of title, Developer shall not be entitled to a refund of the
Purchase Price. Appointment of Attorney in Fact: If Developer fails to deliver such
documents, including but not limited to a special warranty deed, to City within thirty (30)
days after written demand by City, then City shall be authorized to execute, on
Developer's behalf and as its attorney -in -fact, the special warranty deed required by this
Section, and for such limited purpose Developer does hereby constitute and appoint
City as its attorney -in -fact.
Developer further agrees that it shall indemnify City and hold it harmless
with respect to any demand claim, cause of action, damage, cost, expense, liability or
injury made, suffered, or incurred as a result of or in connection with the Project, or
Developer's failure to carryon or complete same, or any Lien or Liens on or against the
Property of any type or nature whatsoever that attaches to the Property by virtue of
Developer s ownership of same. If City files suit to enforce the terms of this Agreement
and prevails in such suit, then Developer shall be liable for all legal expenses, including
but not limited to reasonable attorneys fees, incurred by City Developer's duties of
indemnity pursuant to this Section shall survive the expiration, termination or
cancellation of this Agreement for any reason.
5. Reserved.
6. Utilities. Developer will be responsible for obtaining or extending water,
sewer telephone, electricity, gas and other utility services to any location on the Project
Site and for payment of any associated connection fees and costs of usage after the
date of conveyance from City.
7. Additional City Incentives. In addition to the other incentives provided
by City to Developer under this Agreement, City agrees to provide the following
assistance to facilitate the Project
A. Partial Purchase Price Refund. Within thirty (30) days after
Developer has Substantially Completed the Improvements and has obtain final
inspection on all permits obtained for the Project, City will refund $5,000.00 of the
Purchase Price to Developer.
B. Grant. Concurrently with partial refund of the Purchase Price
pursuant to paragraph A above, City will make a $5,000.00 infill housing
incentive grant to Developer.
8. No Encumbrances; Limited Exception. Until completion of the
Improvements, Developer agrees that it shall not create,incur, or suffer to exist any
Liens on the Property, other than such mortgage or mortgages as may be reasonably
necessary to finance Developer's completion of the Improvements and of which
Developer notifies City before Developer executes any such mortgage. Developer may
not mortgage. the Property or any part thereof for any purpose except in connection with
financing of the Improvements. Any other mortgage shall be void.
9. No Assignment or Conveyance. Developer agrees that it will not sell,
convey, assign or otherwise transfer its interest in the Property prior to completion of the
Project, whether in whole or in part, to any. other person or entity without the prior
written consent of City. Reasonable grounds for the City to withhold its consent shall
include but are not limited to the inability of the proposed transferee to demonstrate to
the City s satisfaction that it has the financial ability to observe all of the terms to be
performed by Developer under this Agreement.
10. Representations and Warranties of City. City hereby represents and
warrants as follows:
A. City is not prohibited from consummating the transaction
contemplated in this Agreement by any law, regulation, agreement, instrument,
restriction, order or judgment.
B. Each person who executes and delivers this Agreement and all
documents to be delivered hereunder is and shall be authorized to do so on
behalf of City.
11. Representations and Warranties of Developer. Developer hereby
represents and warrants as follows:
A. This Agreement has been duly and validly authorized, executed
and delivered by Developer 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 Developer 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.
B. 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 orbreach of, the terms, conditions or
provisions of any contractual restriction, evidence of indebtedness, agreement or
instrument of whatever nature to which Developer is now a party or by which it or
its property is bound, nor do they constitute a default under any of the foregoing.
C. There are no actions, suits or proceedings pending or threatened
against or affecting Developer 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 Developer or which in
any manner raises any questions affecting the validity of the Agreement or
Developer's ability to perform its obligations under this Agreement.
12. 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 Developer to cause the rehabilitation Improvements to
be commenced and completed pursuant to the terms, conditions and limitations
of this Agreement;
B. Transfer by Developer of any interest (either directly or indirectly) in
the Improvements, the Property, 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. Any representation or warranty made by Developer in this
Agreement, or made by Developer in any written statement or certificate
furnished by Developer 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.
E. Developer (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
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bankrupt or insolvent; or if a petition or answer proposing the adjudication of
Developer 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 Developer, or part
thereof, shall be appointed in any proceedings brought against Developer and
shall not be discharged within ninety (90) days after such appointment or if
Developer shall consent to or acquiesce in such appointment; or (5) defaults
under any mortgage applicable to the Property.
13. Remedies.
A. Default bv Developer Whenever any Event of Default in respect of
Developer occurs and is continuing,. City may terminate this Agreement. Before
exercising such remedy, City shall give 30 days' written notice to Developer 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 Developer 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 Developer before the date of termination or to recover ownership
of the Property as set forth in this Agreement.
B. Default bv City. Whenever any Event of Default in respect of City
occurs and is continuing Developer may take such action against City to require
it to specifically perform its obligations hereunder. Before exercising such
remedy, Developer 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 Developer 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.
14. Indemnification. Developer 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 Toss or damage to
property or any injury to or death of any person occurring at or about the Project site 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 Developer or its directors,
officers, employees, contractors or agents, or any other person who may be about the
Project site or the Improvements due to any act of negligence or willful misconduct of
any person, other than any act of negligence or willful misconduct on the part of any
such indemnified party or its officers, employees or agents. The provisions of this
Section shall survive the expiration or termination of this Agreement.
15. Materiality of Developer's Promises, Covenants, Representations,
and Warranties. Each and every promise, covenant, representation, and warranty set
forth in this Agreement on the part of. Developer 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. Developer
acknowledges that without such promises, covenants, representations, and warranties,
City would not have entered this Agreement. Upon breach of any promise or covenant,
or in the event of the incorrectness or falsity of any representation or warranty, City
may, at its sole option and in addition to any other right or remedy available to it,
terminate this Agreement and declare it null and void
16. Performance by City. Developer 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.
17. 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
18. •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 Developer, at 300 Blowers Avenue, Waterloo, Iowa 50703.
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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.
19. 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 Developer nor to create any liability for one
party with respect to the liabilities or obligations of the other party or any other person.
20. Amendment, Modification, and Waiver. No amendment, modification,
or waiver of any condition, provision or term of this Agreement shall be valid or of any
effect unless made in writing, signed by the party or parties to be bound or by the duly
authorized representative of same, and specifying with particularity the extent and
nature of the amendment, modification or waiver. Any waiver by any party of any
default by another party shall not affect or impair any rights arising from any subsequent
default.
21. Severability; Reformation. Each provision, section sentence, clause,
phrase, and word of this Agreement is intended to be severable. If any portion of this
Agreement shall be deemed invalid or unenforceable, whether in whole or in part the
offending provision or part thereof shall be deemed severed from this Agreement and
the remaining provisions of this Agreement shall not be affected thereby and shall
continue in full force and effect. If, for any reason a court finds that any portion of this
Agreement is invalid or unenforceable as written, but that by limiting such provision or
portion thereof it would become valid and enforceable then such provision or portion
thereof shall be deemed to be written, and shall be construed and enforced, as so
limited
22. 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.
23. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
24. Counterparts. This Agreement may be executed in one or more
counterparts, each ofwhich shall be deemed an original and all of which, taken
together, shall constitute one and the same instrument.
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25. Entire Agreement. This Agreement, together with the exhibits attached
hereto, constitutes the entire agreement of the parties and supersedes all prior or
contemporaneous negotiations, discussions, understandings, or agreements, whether
oral or written, with respect to the subject matter hereof.
26. 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 DEVELOPER
By: �2uercCi�c �larE J 1 r�
Quentin M. Hart, Mayor Kevin E. Rose
KeCCey rFeCcFiCe Oelle4)K6we:
Attest:
Kelley Felchle, City Clerk Michelle L. Rose
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EXHIBIT "A"
Legal Description of Property
Lot No. Five (5) in Block No. Six (6). in East Park Place in the City of Waterloo, Iowa.
EXHIBIT "B"
Description of Improvements
Rose painting INC. DBA
KEVIN ROSE CONSTRUCTION
300 Blowers Ave.
Waterloo IA 50703
Mobile 319/290/4619
Name / Address
Kevin and Shelley Rose
300 Blowers Ave
Waterloo la 30703
Estimate
Date
Estimate #
4/1412023
183
•
Project
Description
Qty
Cost
Total
217 Reed St. Waterloo, We will refurbish this house for resale.
2,500.00
2,500.00T
Starling with tearing off existing roof and replacing any rotted
sections as necessary. We will apply new edging, ice barrier,
underlayment and top It off with new vents and asphalt architectural
shingles. Owens coming material.
debris including loose and failing piaster
0.00
O.00T
We will remove all Interior
, carpet and wood flooring , appliances. Second floor area corn
board wall finish to be removed and any insulation in attic areas
removed.
Continuing with cleaning
dusting washing, mopping and air
0.00
O.00T
purifiers running. we will Treat any mold spots, or remove affected
areas.
We will remove trees growing around foundation, rake the yard and
100.00
IOO.00T
re -seed for healthy lawn.
We will replace existing rotting shed with new maintenance free
1,200.00
1,200.00T
assembly by Suncast from
menards.
We will replace existing windows with (Heartland) energy
3,300.00
3,300.00T
windows, with grills Inside glass to mimic existing. interior dark
stain to match and white exterior. One interior window trim to be
replaced that matches existing.
We will replace any broken or missing gutters, siding and soffit
250.00
250.00T
pieces. Including overhead garage door frame.
Plumbing allowance however some plumbing has been updated
2,100.00
2,100.00T
already the water heater needs replaced along with kitchen sink and
faucet. Replace bathroom .tub drain as this is an old lead trap.
Estimate included
Electrical all new light fixtures throughout , smoke alarms brought
30,000.00
30,000.00T
up to code. estimate Included.
Insulation , we will replace missing Insulation with faced ball rolls
and blow In insulation attic areas
500.00
500.00T
Subtotal
Sales
Tax
(0.0%)
Total
Page 7
Rose painting INC. DBA
KEVIN ROSE CONSTRUCTION
300 Blowers Ave.
Waterloo IA 50703
Mobile 319/290/4619
Name I Address
Kevin and Shelley Rose
30D Blowers Ave
Waterloo la 50703
Estimate
Date Eslijnete #
4/14/2023 183
Project
Dosodollon
Qty
Cost
Total
Install sheet rock on areas to be repaired , some ceilings to have full
overlay. 2nd floor to be sheet rocked . tape and mudd all walls and
ceilings, sand smooth for new spray texture.
1,000.00
1,000.00T
We will spray prime and paint 2 coats finish on ceiling and walls
throughout Including garage and basement. (Note basement walls to
receive waterproofing paint.). MI cabinets and woodwork to be
lightly stained, sealed and 2 coats of urethane applied. all material
products by Pittsburgh paints.
1,000.00
1,000.00T
Install all new flooring- Carpet and pad in all bedrooms and steps.
2,500.00
2,500.00T
Kitchen bath, living room and hallway to be LVL glue down
flooring. Install new baseboards to match original
Replace front steps with new pre cast concrete steps Re use existing
railing.
1,100.00
1,100.00T
Garage walk in door to be replaced with new steel insulated
250.00
250.00T
Building permit
500.00
500.00T
0.00
0.00T
Subtotal
$46,300.00
Sales
Tax (0.0%)
$0.00
Total $46,300.00
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