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HomeMy WebLinkAboutLucy Evans - Development Agreement -(RECORDED) 9.3.2024 2024-21135 RECORDED: 10/01/2024 03:35:01 PM RECORDING FEE:$32.00 REVENUE TAX:$ COMBINED FEE:$32.00 SANDIE L.SMITH,RECORDER BLACK HAWK COUNTY,IOWA Cat o� ( ou repared by Christopher S. Wendland, P.O. Box 596,Waterloo, IA 50704 Phone(319)234-5701 DEVELOPMENT AGREEMENT 3 This Development Agreement (the "Agreement") is entered into as of , 2024 by and between Lucy Evans (the "Developer") and the City of Waterloo, Iowa (the "City"). RECITALS A. In furtherance of the objectives of Chapter 403 of the Code of Iowa, as amended (the "Urban Renewal Act"), City is engaged in carrying out urban renewal project activities in an area known as the East Waterloo Unified Urban Renewal and Redevelopment Plan Area (the "Urban Renewal Area"), pursuant to the East Waterloo Unified Urban Renewal and Redevelopment Plan (the "Urban Renewal Plan"). B. Developer has financed the demolition and removal of structures and related improvements on property located in the Urban Renewal Area, and legally described on Exhibit "A" attached hereto (the "Property"), which has served to eliminate a property in dilapidated, blighted and nuisance condition from a residential neighborhood and has readied the Property for future housing or other suitable development. C. 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, and the City further believes that the project is in the best interests of the City and that the project and such incentives are in accordance with the public purposes and provisions of 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, and following completion of all public hearings and other procedures required by Iowa law, City shall convey the Property to Developer in its as-is condition for the sum of$1.00 and other good and valuable consideration, including without limitation the funds expended and to be expended by Developer in undertaking and completing the Project Activities (defined in Section 2). 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) general utility and right-of-way easements serving the Property; and (c) restrictions imposed by the City zoning ordinances and other applicable law. City makes no representation or warranty as to the condition of the Property or its suitability for Developer's purposes. Developer is responsible to conduct its own due diligence and inspections. At its own expense, Developer may prepare an updated abstract of title or in lieu thereof obtain whatever form of title evidence it desires. City shall provide any title documents it has in its possession, including any abstracts, to assist in title review. 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 without further obligation and return the abstract of title to City. If Developer elects to terminate this Agreement, City shall have no duty or liability to reimburse Developer for any cost, expense or liability relating in any way to the Project Activities. 2. Project Activities. Developer represents and warrants that she has obtained a permit for demolition of structures on the Property and has conducted and will continue to conduct all demolition and disposal activities (the "Project Activities") to make the Property usable for Developer's purposes in accordance with the terms of this Agreement, the Urban Renewal Plan, and all applicable City, state, and federal codes, ordinances and other applicable law. 3. Additional Covenants of Developer. In addition to the other promises, covenants and agreements of Developer as provided elsewhere in this Agreement, Developer agrees as follows: A. Until the completion of all Project Activities, Developer will cooperate fully with the City in resolution of any traffic, parking, trash removal or public safety problems which may arise. B. Developer will comply with all applicable land development laws and City and county ordinances, and all laws, rules and regulations relating to its Project Activities. 4. Representations and Warranties of City. City hereby represents and warrants as follows: A. City is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. 2 B. Each person who executes and delivers this Agreement and all documents to be delivered hereunder is and shall be authorized to do so on behalf of City. 5. Indemnification and Releases. A. 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 loss or damage to property or any injury to or death of any person occurring at or about the Property or resulting from any Project Activities. The indemnified parties shall not be liable for any damage or injury to the persons or property of Developer or its contractors or agents, or any other person who may be about the Property, 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. B. Except for any willful misrepresentation, any willful misconduct, or any unlawful act of the indemnified parties, Developer 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 Developer against the City to enforce its rights under this Agreement), or (2) the acquisition and condition of the Property, or (3) the Project Activities, or (4) any hazardous substance or environmental contamination located in or on the Property. C. The provisions of this Section shall survive the expiration or termination of this Agreement. 6. 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. 7. 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, 3 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. 8. 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. 9. 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. 10. Amendment, Modification, and Waiver. No amendment, modification, or waiver of any condition, provision, or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound or by 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. 11. 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. 12. 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. 13. Interpretation. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that the parties hereto and their respective attorneys have contributed substantially and materially to the preparation of each and every provision of this Agreement. 4 14. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 15. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 16. 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. 17. 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 By: CkAs_AAColk-ockl- +.rift ,. Quentin M. Hart, Mayor -m_i'Lucy ' Attest: elley F chle, City Clerk 5 EXHIBIT "A" Legal Description of Property Lot 9 in Block 3 in Manson's Second Addition to Waterloo, Iowa. Prepared by Christopher S. Wendland, P.O. Box 596,Waterloo, IA 50704 Phone(319)234-5701 DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of `2 , 2024 by and between Lucy Evans (the "Developer") and the City of Waterloo, Iowa (the "City"). RECITALS A. In furtherance of the objectives of Chapter 403 of the Code of Iowa, as amended (the "Urban Renewal Act"), City is engaged in carrying out urban renewal project activities in an area known as the East Waterloo Unified Urban Renewal and Redevelopment Plan Area (the "Urban Renewal Area"), pursuant to the East Waterloo Unified Urban Renewal and Redevelopment Plan (the "Urban Renewal Plan"). B. Developer has financed the demolition and removal of structures and related improvements on property located in the Urban Renewal Area, and legally described on Exhibit "A" attached hereto (the "Property"), which has served to eliminate a property in dilapidated, blighted and nuisance condition from a residential neighborhood and has readied the Property for future housing or other suitable development. C. 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, and the City further believes that the project is in the best interests of the City and that the project and such incentives are in accordance with the public purposes and provisions of 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, and following completion of all public hearings and other procedures required by Iowa law, City shall convey the Property to Developer in its as-is condition for the sum of$1.00 and other good and valuable consideration, including without limitation the funds expended and to be expended by Developer in undertaking and completing the Project Activities (defined in Section 2). 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) general utility and right-of-way easements serving the Property; and (c) restrictions imposed by the City zoning ordinances and other applicable law. City makes no representation or warranty as to the condition of the Property or its suitability for Developer's purposes. Developer is responsible to conduct its own due diligence and inspections. At its own expense, Developer may prepare an updated abstract of title or in lieu thereof obtain whatever form of title evidence it desires. City shall provide any title documents it has in its possession, including any abstracts, to assist in title review. 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 without further obligation and return the abstract of title to City. If Developer elects to terminate this Agreement, City shall have no duty or liability to reimburse Developer for any cost, expense or liability relating in any way to the Project Activities. 2. Project Activities. Developer represents and warrants that she has obtained a permit for demolition of structures on the Property and has conducted and will continue to conduct all demolition and disposal activities (the "Project Activities") to make the Property usable for Developer's purposes in accordance with the terms of this Agreement, the Urban Renewal Plan, and all applicable City, state, and federal codes, ordinances and other applicable law. 3. Additional Covenants of Developer. In addition to the other promises, covenants and agreements of Developer as provided elsewhere in this Agreement, Developer agrees as follows: A. Until the completion of all Project Activities, Developer will cooperate fully with the City in resolution of any traffic, parking, trash removal or public safety problems which may arise. B. Developer will comply with all applicable land development laws and City and county ordinances, and all laws, rules and regulations relating to its Project Activities. 4. Representations and Warranties of City. City hereby represents and warrants as follows: A. City is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. 2 B. Each person who executes and delivers this Agreement and all documents to be delivered hereunder is and shall be authorized to do so on behalf of City. 5. Indemnification and Releases. A. 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 loss or damage to property or any injury to or death of any person occurring at or about the Property or resulting from any Project Activities. The indemnified parties shall not be liable for any damage or injury to the persons or property of Developer or its contractors or agents, or any other person who may be about the Property, 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. B. Except for any willful misrepresentation, any willful misconduct, or any unlawful act of the indemnified parties, Developer 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 Developer against the City to enforce its rights under this Agreement), or (2) the acquisition and condition of the Property, or (3) the Project Activities, or (4) any hazardous substance or environmental contamination located in or on the Property. C. The provisions of this Section shall survive the expiration or termination of this Agreement. 6. 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. 7. 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, 3 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. 8. 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. 9. 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. 10. Amendment, Modification, and Waiver. No amendment, modification, or waiver of any condition, provision, or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound or by 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. 11. 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. 12. 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. 13. Interpretation. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that the parties hereto and their respective attorneys have contributed substantially and materially to the preparation of each and every provision of this Agreement. 4 14. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 15. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 16. 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. 17. 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 By: 1 -u6o c e/C- AiY_ Quentin M. Hart, Mayor Lucy Attest: elley F chle, City Clerk 5 EXHIBIT "A" Legal Description of Property Lot 9 in Block 3 in Manson's Second Addition to Waterloo, Iowa.