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HomeMy WebLinkAboutCastro Properties, LLC - Dev. Agrmnt. (RECORDED)- 1525 Oakwood Dr - 10.2.2023 1111 II III llOIIII II II III I II II Doc ID: 012029640014 Type: GEN Recorded: 11/02/2023 at 11:57:25 AM Fee Amt: $72.00 Page 1 of 14 Black Hawk County Iowa SANDIE L. SMITH RECORDER Q Q File2024-00005898 Prepay r: Christopher S.Wendland, P.O. Box 596,Waterloo, Iowa 50704 (319)234-5701 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 LCA—o ? , 2023, by and between Castro Properties, LLC ("Company"), and the City of Waterloo, Iowa ("City"). RECITALS A. Company is willing and able to finance and rehabilitate an existing property located at 1525 Oakwood Drive, 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 Company for the sum of $15,100.00 (the "Purchase Price"), of which $1,000.00 shall be paid in certified funds to City to be held in trust 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 Company until Company 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. Company may, at its own expense, obtain whatever form of title evidence it desires. If title is unmarketable or subject to matters not acceptable to Company, and if City does not remedy or remove such objectionable matters in timely fashion following written notice of such objections from Company, Company 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 Company. Company acknowledges that it has had a reasonable opportunity to inspect the Property and to conduct other due diligence related to the Project. Company 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. Company shall (a) remove and properly dispose of all debris and unwanted personal property from the dwelling, (b) rehabilitate the existing structure(s) on the Property for single-family residential purposes and (c) make other improvements to the buildings and grounds, including but not limited to construction of a garage (attached or detached) with dimensions of no less than 14' x 20' (collectively, the "Improvements"). The Improvements shall be constructed in accordance with the terms of this Agreement, all applicable City, state, and federal building codes, shall comply with all applicable City ordinances and other applicable law, and shall be of a scope and scale as described in Company's offer submitted to City, a copy of which is attached hereto as Exhibit "B." 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 Property, the Improvements, and all other work to make the project site usable for Company'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 Company'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 Company, and that without said commitment City would not have done so. Subject to Unavoidable Delays (defined below), Company 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. 2 If Company 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 Company'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 require consent 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 Company (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, Company 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 Company. Company shall pay in full, so as to discharge or satisfy, all Liens on or against the Property. In connection with any reverter of title, Company shall not be entitled to a refund of the Purchase Price. Appointment of Attorney in Fact: If Company 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 Company's behalf and as its attorney-in-fact, the special warranty deed required by this Section, and for such limited purpose Company does hereby constitute and appoint City as its attorney- in-fact. Company 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 Company's failure to carry on 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 Company's ownership of same. If City files suit to enforce the terms of this Agreement and prevails in such suit, then Company shall be liable for all legal expenses, including but not limited to reasonable attorneys' fees, incurred by City. Company'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. Company will be responsible for obtaining or extending water, sewer, telephone, electricity, gas and other utility services to any location on the Project 3 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 Company under this Agreement, City agrees to provide the following assistance to facilitate the Project: A. Partial Purchase Price Refund. Within thirty (30) days after Company 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 Company. 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 Company. 8. No Encumbrances; Limited Exception. Until completion of the Improvements, Company 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 Company's completion of the Improvements and of which Company notifies City before Company executes any such mortgage. Company 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. Company 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 Company 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 Company. Company hereby represents and warrants as follows: 4 A. 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. 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 or breach of, the terms, conditions or provisions 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. C. 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. 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 Company to cause the rehabilitation Improvements 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, 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 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. 5 E. 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 Company shall consent to or acquiesce in such appointment; or (5) defaults under any mortgage applicable to the Property. 13. Remedies. A. Default by Company. Whenever any Event of Default in respect of Company occurs and is continuing, City may terminate this Agreement. 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 or to recover ownership of the Property as set forth in this Agreement. B. Default by City. Whenever any Event of Default in respect of City 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. 6 14. Indemnification. 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 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 Company 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 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 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. 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. 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: 7 (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 1420 Jefferson Street, Waterloo, Iowa 50702. 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 Company 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. 8 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 of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 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 CASTRO PROPERTIES, LLC )70 By: B . Quentin M. Hart, Mayor Roberto Castro Managing Member Attest: Vilitt.) elley FelchlE( City Clerk PERSONAL GUARANTY. The undersigned owner(s) of Company hereby agree for themselves and their heirs, personal representatives, and assigns, to unconditionally guarantee to City, its successors and assigns, the full and prompt performance by Company, its successors and assigns, of all promises and covenants on the part of Company to be performed pursuant to the foregoing Agreement, including but not limited to the duties of indemnity set forth therein, if any. Liability of guarantors hereunder is joint and several. Aki,40 „altut. Roberto Castro 9 EXHIBIT "A" Legal Description of Property Lot 45 in Greenbrier Fourth Addition, Black Hawk County, Iowa. EXHIBIT "B" Company's Proposal See attached. 2 City of Waterloo Property Offer to Bid Form Property to be bid upon: 1525 Oakwood Drive Name(s) in which property would be transferred: Orm 4-vv Pro e,� i e 3 L L C P Transfer Form: (For example,individual ownership,tenants-in-common,joint tenancy with full rights of survivorship) Name of bidder: ] 0 b e./4--v 0,6 Address of bidder: l t{t10 e cCe,rs 0 ►- S W to 110 o , in Phone &e-mail of bidder: (3100 a t?9-O b 15 ro w}-ra S vino My offer for this property is: $ 1 g , 100. 00 Minimum bid of$5,000, Proposals less than minimum will not be considered $1,000.00 earnest fee required. Indicate certified check or money order:(k 0 66C9 i (Note: this amount is refundable for unsuccessful bidders. The fee will not be refunded for successful bidders who withdraw their offer.Also,it is required that the earnest fee be paid per property if bidding on multiple properties.Certified check or money order required.) Brief Description of intended Improvements and proposed use: Id g C e,i - 11,1 �E //��/�� t , {bp-4- s 5; ckl C r5 Ol +door 5' n e& sid,r J s� t" I+ 64 4-cc'1-6., vv.(w --i-.s LI tat v,,/ eAr CaNiSt- ►-k err. j Plc/,-Y,b, Y..t~,, d„y �,v t +11, he�,., k.cc1—r, ...1o:r,if1'< , v but'i`"it,ram - o 1ovi1 ,..r bra¢ .--y[r,l - e t e l-~- s as r i�e ILA 11 s U -t o a Qa+e . a a,,,,�ner ®ttu p Furthermore, I understand the zoning designation of the property and understand the zoning and building code requirements that I am bound by this designation for my use of property. Note: The successful bidder will be required to sign a Development Agreement binding them to the specified completion deadline of fourteen (14) months and other development provisions. 0 9 /5 )(0a3 Signature of applicant/proposer Date * Please Place this sheet at the beginning of your bid packet when submitting to the City Planning Department. If bidding on multiple properties,please use a separate bid packet for each bid. Milken Robert Castro Construction, Inc P.O.Box 2493 Waterloo,IA 50704 RIroPhone (319)269-0615 c o n s.t f'Il c t l o n info@robertcastroconstruction.cotn www.robertcastroconstruction.con 1 September 5, 2023 City of Waterloo Community Planning & Development Department 715 Mulberry St Waterloo, IA 50703 RE: 1525 Oakwood Dr Waterloo, IA Dear Sir or Madan, Castro Properties, LLC by Roberto and Florentina Castro proposes to buy the property at 1525 Oakwood Drive in Waterloo, Iowa to remodel it inside and outside and sale to a potential owner occupied. For reference, in the past we bought two properties from you at 1640 Cherry Hills Drive and 1606 Williston Avenue remodeled everything until look like new homes. We are ready to start a new project and will be a pleasure to do the same with the property that we propose to buy, we have the experiences and financial ability to transform it to a lovely home. We own Robert Castro Construction, Inc and we will do most of the remodelation, we will only subcontractor an Electrician, plumber and insulation contractor. We are expecting to spend around $160,000.00 in whole remodelation and build the garage. I am listing the improvements that we will get done on 1525 Oakwood Drive to make that house habitable again. 1. Get a building permit from City of Waterloo. 2. Take down the front and back bushes and small trees in the back yard so we can have a bigger yard. 3. Turn down carport attached to house. 4. Figure out the best place to build a 2 cars garages in the property. 5. Tear off existing asphalt shingles from house and haul debris away. 6. Blow insulation in attic. 7. Install new asphalt shingles on house and new garage. 8. Remove drywall from house. 9. Inspect the framing and replace any bad boards. 10. In the basement we will design and see what we can get done so it can be a finished basement. 11. Install new electricity system in whole house. Free Estimates,Insured and Experience oa Robert Castro Construction, Inc QAstrt P.O.Box 2493 Waterloo,IA 50704 o Phone(319) 269-0615 conit C t 10 n infoCtrobertcastroconstruction.corn www.rober•tcastroconstruction.coru 12. Install new plumber pipes on house. 13. Install net insulation in whole house. 14. Install new black Pella windows on whole house and garage. 15. Install new black Pella entry doors on house and garage. 16. Install new aluminum garage door with new door opener. 17. Replace shower and toilet. 18. Build a new full bath in the basement. 19. Install new drywall on whole house. 20. Paint the house. 21. Install new kitchen cabinets. 22. Install new vanities in the bathrooms. 23. Install new countertop on kitchen cabinets. 24. Install new water proof vinyl plank flooring on bathrooms, kitchen, dining room and living room floors. 25. Install new carpet on bedrooms. 26. Install new doors and wood trim on each door. 27. Install new baseboard on whole house. 28. Remove siding from house. 29. Install new %" insulation on house. 30. Install new Double 4" Monogram vinyl siding (color: white). 31. Install shake siding on front dormer of house and garage. 32. Install new 6" aluminum fascia. 33. Install new aluminum soffit. 34. Install new furnace unit and pipes on house. 35. Install new air conditioner unit. 36. Remove existing concrete driveway and install new colored concrete driveway. 37. Plant some flowers in the front of the house and do a nice landscaping. Thank you in advance for your time and consideration on our proposal, if you have any question or concern, please feel free to contact us any time. Sinc y , a . oberto Castro President Free Estimates,Insured and Experience Preparer: Christopher S.Wendland, P.O. Box 596,Waterloo, Iowa 50704 (319)234-5701 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 (k+ 'Aoky l , 2023, by and between Castro Properties, LLC ("Company"), and the City of Waterloo, Iowa ("City"). RECITALS A. Company is willing and able to finance and rehabilitate an existing property located at 1525 Oakwood Drive, 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 Company for the sum of $15,100.00 (the "Purchase Price"), of which $1 ,000.00 shall be paid in certified funds to City to be held in trust 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 Company until Company 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. Company may, at its own expense, obtain whatever form of title evidence it desires. If title is unmarketable or subject to matters not acceptable to Company, and if City does not remedy or remove such objectionable matters in timely fashion following written notice of such objections from Company, Company 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 Company. Company acknowledges that it has had a reasonable opportunity to inspect the Property and to conduct other due diligence related to the Project. Company 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. Company shall (a) remove and properly dispose of all debris and unwanted personal property from the dwelling, (b) rehabilitate the existing structure(s) on the Property for single-family residential purposes and (c) make other improvements to the buildings and grounds, including but not limited to construction of a garage (attached or detached) with dimensions of no less than 14' x 20' (collectively, the "Improvements"). The Improvements shall be constructed in accordance with the terms of this Agreement, all applicable City, state, and federal building codes, shall comply with all applicable City ordinances and other applicable law, and shall be of a scope and scale as described in Company's offer submitted to City, a copy of which is attached hereto as Exhibit "B." 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 Property, the Improvements, and all other work to make the project site usable for Company'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 Company'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 Company, and that without said commitment City would not have done so. Subject to Unavoidable Delays (defined below), Company 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. 2 If Company 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 Company'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 require consent 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 Company (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, Company 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 Company. Company shall pay in full, so as to discharge or satisfy, all Liens on or against the Property. In connection with any reverter of title, Company shall not be entitled to a refund of the Purchase Price. Appointment of Attorney in Fact: If Company 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 Company's behalf and as its attorney-in-fact, the special warranty deed required by this Section, and for such limited purpose Company does hereby constitute and appoint City as its attorney- in-fact. Company 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 Company's failure to carry on 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 Company's ownership of same. If City files suit to enforce the terms of this Agreement and prevails in such suit, then Company shall be liable for all legal expenses, including but not limited to reasonable attorneys' fees, incurred by City. Company'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. Company will be responsible for obtaining or extending water, sewer, telephone, electricity, gas and other utility services to any location on the Project 3 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 Company under this Agreement, City agrees to provide the following assistance to facilitate the Project: A. Partial Purchase Price Refund. Within thirty (30) days after Company 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 Company. 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 Company. 8. No Encumbrances; Limited Exception. Until completion of the Improvements, Company 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 Company's completion of the Improvements and of which Company notifies City before Company executes any such mortgage. Company 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. Company 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 Company 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 Company. Company hereby represents and warrants as follows: 4 A. 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. 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 or breach of, the terms, conditions or provisions 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. C. 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. 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 Company to cause the rehabilitation Improvements 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, 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 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. 5 E. 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 Company shall consent to or acquiesce in such appointment; or (5) defaults under any mortgage applicable to the Property. 13. Remedies. A. Default by Company. Whenever any Event of Default in respect of Company occurs and is continuing, City may terminate this Agreement. 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 or to recover ownership of the Property as set forth in this Agreement. B. Default by City. Whenever any Event of Default in respect of City 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. 6 14. Indemnification. 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 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 Company 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 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 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. 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. 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: 7 (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 1420 Jefferson Street, Waterloo, Iowa 50702. 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 Company 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. 8 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 of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 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 CASTRO PROPERTIES, LLC By: Sew B . 0 Quentin M. Hart, Mayor Roberto Castro Managing Member Attest: KbeteA. elley Felchl City Clerk PERSONAL GUARANTY. The undersigned owner(s) of Company hereby agree for themselves and their heirs, personal representatives, and assigns, to unconditionally guarantee to City, its successors and assigns, the full and prompt performance by Company, its successors and assigns, of all promises and covenants on the part of Company to be performed pursuant to the foregoing Agreement, including but not limited to the duties of indemnity set forth therein, if any. Liability of guarantors hereunder is joint and several. gok040 �. Roberto Castro 9 EXHIBIT "A" Legal Description of Property Lot 45 in Greenbrier Fourth Addition, Black Hawk County, Iowa. EXHIBIT "B" Company's Proposal See attached. 2 City of Waterloo Property Offer to Bid Form Property to be bid upon: 1525 Oakwood Drive Name(s) in which property would be transferred: 0 -(yD Propc1 e5, L L C Transfer Form: (For example,individual ownership,tenants-in-common,joint tenancy with full rights of survivorship) Name of bidder: n b e�ry 05 Address of bidder: 14 a0 e fC1e,110 v, S Uv e? +lti 00 , in Phone & e-mail of bidder: (314) ,2 f 9—Obl5 ro 17ev-4-ca5-Erornphb,. (�1n4-mad l .co ram. My offer for this property is: $ 15 100. 0O Minimum bid of$5,000. Proposals less than minimum will not be considered $1,000.00 earnest fee required. Indicate certified check or money order:Ck 'I 0666N (Note: this amount is refundable for unsuccessful bidders. The fee will not be refunded for successful bidders who withdraw their offer.Also,it is required that the earnest fee be paid per property if bidding on multiple properties.Certified check or money order required.) Brief Description of intended Improvements and proposed use: 11a' CIon,. � ri et.91 S,d,-Y,g S.o grrdr t •Ca-sch?C :Ne1ss-i-a.11 ry t.i ir.S�Va v,.,f drr�Si O•\ lwAvlc m Q1cirn4, y.A{r (Ivy .w.41�� WA-CV-9n r :r,�'s , v p u et Alf b} ,nI'�+, ro e r, lo�i ,.r, o -,r. b .-. e„% e 1-,n ' 5 da „t e t.a 11 s u 14 40 p, eo "-V, (?twt)p; 0 Furthermore, I understand the zoning designation of the property and understand the zoning and building code requirements that I am bound by this designation for my use of property. Note: The successful bidder will be required to sign a Development Agreement binding them to the specified completion deadline of fourteen (14) months and other development provisions. • 9 /5 )ac) a-3 Signature of applicant/proposer Date * Please Place this sheet at the beginning of your bid packet when submitting to the City Planning Department. If bidding on multiple properties,please use a separate bid packet for each bid.