HomeMy WebLinkAboutHabitat_for_Humanity_-_Development_Agreement (RECORDED)_-_13_residentail_units_-_4.21.25 Docusign Envelope ID: DE331357-071F-41FD-BF66-D242EA5D95BC 2025-17494
RECORDED: 11/26/2025 12:40:04 PM
RECORDING FEE:$52.00
REVENUE TAX:$
COMBINED FEE:$52.00
SANDIE L.SMITH,RECORDER
BLACK HAWK COUNTY,IOWA
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Prepay r: Austin J. McMahon,Lange&McMahon, PLC,222 1st St. E., Independence, IA (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 this 3rd , day
of November 2025, by and between Iowa Heartland Habitat for Humanity
("Company"), and the City of Waterloo, Iowa ("City").
RECITALS
A. Company is the owner of the real property legally described in Exhibit A (the
"Property").
B. Company is willing and able to finance the developments, improvements, or
rehabilitation ("Improvements" or"Project") as provided in this Agreement on the Property.
C. City considers infill residential development within the City to be a benefit to the
community and is willing, in furtherance of promoting the overall good and welfare of the
community, to provide financial incentives to encourage and facilitate the same. City believes that
such development is in the vital and best interests of the City and is in accordance with the public
purposes and provisions of applicable State and local laws and requirements
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 in its as-is condition for the sum of $1.00 ("Purchase Price"). Conveyance shall be
by quitclaim deed. Without limiting the foregoing, the conveyance to Company shall be subject
to (a) easements, servitudes, conditions and restrictions of record; (b) general utility and
right-of-way easements sending the Property; (c) restrictions imposed by the City zoning
ordinances and other applicable law; and (d) the terms of this Agreement, including a
possibility of reverter. 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 Improvements (defined below), which may take the form of a lending commitment
letter. Company may, at its own expense, prepare an updated abstract of title or may, at its
own expense, obtain whatever form of title evidence it desires.
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
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Project.Company agrees to accept the Property in its"as is"condition,without any warranty from
City,expressed or implied,as to its condition,its marketability,or its fitness for any particular
purpose.There is currently a residential home situated on the Property which,subject to the terms
of the Demolition Agreement appended hereto as Exhibit B, shall be demolished by the City.
Within three (3) years of the completion of demolition in accordance with the Demolition
Agreement,the Company,at its own cost and expense,shall construct a single-family dwelling
on the Property to a finished state,including sidewalk,and shall be responsible for removal of all
construction debris,proper leveling or shaping of groundscape,and grassing and/or landscaping
(construction and finishing as so described are referred to collectively as the"Improvements"or
the "Project"). The Improvements shall be constructed in accordance with the terms of this
Agreement, all applicable City, state, and federal building codes, and shall comply with all
applicable City ordinances and other applicable law. Company shall submit specific plans,
building designs, and site plans for City review and approval before the undertaking the
Improvements and shall not substantially deviate from such plans, specifications, or designs.
Company will use its best efforts to obtain,or cause to be obtained,in a timely manner,all required
permits, licenses and approvals, and will meet, in a timely manner, all requirements of all
applicable local,state,and federal laws and regulations which must be obtained or met before
the Improvements may be lawfully constructed.
2. Timeliness of Improvements; Unavoidable Delays; Possibility of Reverter.
The parties agree that Company's commitment to perform the Improvements in a timely manner
constitutes a material inducement for the City to extend the incentives provided for in this
Agreement,and that without said commitment City would not do so.
A. Deadlines. Subject to Unavoidable Delays(defined below),Company must
obtain all applicable permits and Substantially Complete the Improvements within three
(3)years from the completion of demolition in accordance with the terms of the Demolition
Agreement.The term"Substantially Complete"means that the Improvements have been
completed to the extent required or necessary in order for the City to issue a certificate of
occupancy relating thereto and the City has verified that Improvements or Project
elements for which no permit was necessary have been substantially completed. The
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 any phase
of the Improvements.Any additional or longer time extensions will require consent of the
City Council.
B. Events Triggering Termination and/or Reverter of Title. If Company does
not begin or Substantially Complete construction of the Improvements on the schedule(s)
stated above, subject to Unavoidable Delays,then City may terminate this Agreement,
and City shall then have no further obligation to Company under this Agreement. In
connection with the termination of this Agreement by the City,and in addition to any other
remedies available to the City under this Agreement,the parties agree that the City is
entitled to have title to the Property conveyed to it,and 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 conveyance and to deliver to City title to the Property,free and clear of any lien,claim,
charge,security interest,mortgage or encumbrance,or past-due or currently due property
taxes(collectively,"Liens")arising by or through Company. Concurrently with delivery of
the deed,Company shall also deliver to City the abstract of title. Company shall pay in
full,so as to discharge or satisfy,all Liens on or against the Property. 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
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City shall be authorized to execute, on Company's behalf and as its attorney-in-fact, the
special warranty deed or other documents required by this Section, and for such limited
purpose Company does hereby irrevocably constitute and appoint City as its attorney-in-
fact.
C. Unavoidable Delays. 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, inclement weather, winter conditions, 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.
3. Indemnity. 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 Target 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 attorney's
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.
4. City Incentives.
A. Infill Grant. City will pay an infill grant in the amount of $7,500.00 to
Company within sixty (60) days of Substantial Completion of the Improvements.
5. Utilities. To the extent applicable, Company will be responsible for extending
water, sewer, telephone, telecommunications, electricity, gas and other utility services from street
right of way to any location on the Project Property and for payment of any associated connection
fees.
6. No Encumbrances; Limited Exception. Until the Improvements are
Substantially Completed, 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 Target Property or any
part thereof for any purpose except in connection with financing of the Improvements. Any other
mortgage shall be void.
7. 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 Improvements
or 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.
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8. Additional Covenants of Company. In addition to the other promises, covenants
and agreements of Company as provided elsewhere in this Agreement, Company agrees as
follows:
A. Until the Improvements have been Substantially Completed, Company
shall make such reports to City, in such detail and at such times as may be reasonably
requested by City, as to the actual progress of Company with respect to construction of
the Improvements.
B. Company will comply with all applicable land development laws and City
and county ordinances, and all laws, rules and regulations relating to its businesses, other
than laws, rules and regulations where the failure to comply with the same, or where the
sanctions and penalties resulting therefrom, would not have a material adverse effect on
the business, property, operations, or condition, financial or otherwise, of Company.
C. Company will cooperate fully with the City in resolution of any traffic,
parking, trash removal or public safety problems which may arise in connection with the
construction and operation of the Improvements.
9. 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.
10. Representations and Warranties of Company. Company hereby represents
and warrants as follows:
A. It is duly organized, validly existing, and in good standing under the laws of
the state of its organization and is duly qualified and in good standing under the laws of
the State of Iowa.
B. It has all requisite power and authority to own and operate its properties, to
carry on its business as now conducted and as presently proposed to be conducted, and
to enter into and perform its obligations under this Agreement.
C. This Agreement has been duly and validly authorized, executed and
delivered by Company and, assuming due authorization, execution and delivery by the
other parties hereto, is in full force and effect and is a valid and legally binding instrument
of Company that is enforceable in accordance with its terms, except as the same may be
limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting
creditors' rights generally.
D. The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the terms and
conditions of this Agreement are not prevented by, limited by, in conflict with, or result in
a violation or breach of, the terms, conditions or provisions of the articles of organization
or operating agreement of Company or of any contractual restriction, evidence of
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indebtedness, agreement or instrument of whatever nature to which Company is now a
party or by which it or its property is bound, nor do they constitute a default under any of
the foregoing.
E. There are no actions, suits or proceedings pending or threatened against
or affecting Company in any court or before any arbitrator or before or by any
governmental body in which there is a reasonable possibility of an adverse decision which
could materially adversely affect the business (present or prospective), financial position,
or results of operations of Company or which in any manner raises any questions affecting
the validity of the Agreement or Company's ability to perform its obligations under this
Agreement.
11. 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 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 Target Property, or this Agreement, without the prior written consent
of City, except as expressly authorized by this Agreement;
C. Failure by any party hereto to substantially observe or perform any
covenant, condition, obligation or agreement on its part to be observed or performed under
this Agreement;
D. Company (1) files any petition in bankruptcy or for any reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the
federal bankruptcy law or any similar state law; (2) makes an assignment for the benefit
of its creditors; (3) admits in writing its inability to pay its debts generally as they become
due; (4) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the
adjudication of Company as a bankrupt or its reorganization under any present or future
federal bankruptcy act or any similar federal or state law shall be filed in any court and
such petition or answer shall not be discharged or denied within ninety (90) days after the
filing thereof; or a receiver, trustee or liquidator of Company, or part thereof, shall be
appointed in any proceedings brought against Company and shall not be discharged
within ninety (90) days after such appointment, or if Company shall consent to or
acquiesce in such appointment; or (5) defaults under any mortgage applicable to the
Target Property; or
E. Any representation or warranty made by Company in this Agreement, or
made by Company in any written statement or certificate furnished by Company pursuant
to this Agreement, shall prove to have been incorrect, incomplete or misleading in any
material respect on or as of the date of the issuance or making thereof.
12. Remedies.
A. Default by Company. Whenever any Event of Default in respect of
Company occurs and is continuing, the 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
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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 Target 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.
13. Indemnification and Releases.
A. Company hereby releases City, its elected officials, officers, employees,
and agents (collectively, the "indemnified parties") from, covenants and agrees that the
indemnified parties shall not be liable for, and agrees to indemnify, defend and hold
harmless the indemnified parties against, any loss or damage to property or any injury to
or death of any person occurring at or about the Project Property arising after Company's
acquisition of the Target Property or resulting from any defect in the Improvements. The
indemnified parties shall not be liable for any damage or injury to the persons or property
of Company or its directors, officers, employees, contractors or agents, or any other
person who may be on or about the Project Property 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.
B. Except for any willful misrepresentation, any willful misconduct, or any
unlawful act of the indemnified parties, Company agrees to protect and defend the
indemnified parties, now or forever, and further agrees to hold the indemnified parties
harmless, from any claim, demand, suit, action or other proceedings or any type or nature
whatsoever, by any person or entity whatsoever that arises or purportedly arises from (1)
any violation of any agreement or condition of this Agreement (except with respect to any
suit, action, demand or other proceeding brought by Company against the City to enforce
its rights under this Agreement), or(2) the acquisition and condition of the Target Property
and the construction, installation, ownership, and operation of the Improvements, or (3)
otherwise as a result of or in connection with the Project or Company's failure to carry on
or complete same.
C. The indemnification obligations under this Section shall include attorneys'
fees and expenses incurred by any indemnified party. The provisions of this Section shall
survive the expiration or termination of this Agreement.
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14. 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.
15. 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.
16. 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.
17. 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, Attention: Mayor,
with copies to the Community Planning and Development Director.
(b) if to Company, at 803 W. 5th Street, Waterloo, Iowa 50702, Attention:
Executive Director.
Delivery or service of notice shall be deemed complete upon any of the following: (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, or (iii)
three (3) business days following the date of deposit if mailed by United States registered or
certified mail, postage prepaid. A party may change the address for giving notice by any method
set forth in this Section.
18. 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.
19. 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.
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20. 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.
21. 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.
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 of which, including signed counterparts delivered by facsimile or other electronic means,
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.
[signatures on next page]
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CITY OF WATERLOO, IOWA IOWA HEARTLAND
HABITAT FOR HUMANITY
DocuSigned by: ,—Signed by:
By. By: "—0o7D9D308F4941
Quentin art, Mayor Ali Parrish, executive Director
Date: 11/3/2025 Date: II/ 3Jo3
4.
Signed by:
Attest: � tity ���
rrooacorrac64Aa...
Kelley Felchle, City Clerk
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EXHIBIT A
Description of Property
THE NORTHEASTERLY SEVENTY-TWO(72)FEET OF LOT NO.TWO(2),IN BLOCK NO.FIFTEEN(15),IN
WHITNEY AND SEDGWICK'S ADDITION TO THE CITY OF WATERLOO,IOWA.
(Also known as Parcel No.8913-26-357-004)
AND
THE NORTHWESTERLY 30 FEET OF THE NORTHEASTERLY 112 '/2 FEET AND THE SOUTHWESTERLY
6'/2 FEET OF THE NORTHEASTERLY 112 1/2 FEET OF THE SOUTHEASTERLY 30 FEET OF LOT 3 IN
BLOCK 15 ALL IN WHITNEY AND SEDGWICK'S ADDITION TO THE CITY OF WATERLOO,IOWA,
(Also known as Parcel No. 8913-26-357-005)
Docusign Envelope ID:5B24A265-D40D-4FF2.965A-97E62160AF64
2025-06118
RECORDED:05/06/2025 01:55:00 PM
RECORDING FEE:$67.00
REVENUE TAX:$
COMBINED FEE:$67.00
SANDIE L SMITH,RECORDER
BLACK HAWK COUNTY,IOWA
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
T�iis Development Agreement(the"Agreement")is entered into as of
Apr1 I 21 ,2025 by and between Iowa Heartland Habitat for Humanity
("Company"),and the City of Waterloo,Iowa("City").
RECITALS
A. Company is willing and able to finance and construct single-family
dwellings or a multi-unit dwelling and related improvements on various
properties located in the City of Waterloo,including infill lots in established
residential neighborhoods as identified on Exhibit"A"attached hereto(the
"Properties"). Each separate property on which Improvements(defined
below)will be constructed is referred to as a"Project Site."
B. City considers infill residential development within the City a benefit to the
community and is willing for the overall good and welfare of the community
to provide financial incentives to encourage that goal. City believes that
such development is in the vital and best interests of the City and in
accordance with the public purposes and provisions of the applicable
State and local laws and requirements under which the Project(defined
below)is being 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
Properties in their"AS IS"condition to Company for the sum of$1.00(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
r.�
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the Property; and (d) restrictions imposed by the City zoning ordinances and other
applicable law. 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 without further obligation. 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 each of the Properties and to conduct other due
diligence related to the Project. Company agrees to accept each of the Properties in its
"AS IS" condition, without any warranty from City, expressed or implied, as to the
condition of each Property, its marketability, or its fitness for any particular purpose. At
its own expense, Company shall construct the following residential structures upon each
Project Site, as further described and depicted in plans to be submitted to City as
provided in Section 3:
(a) one (1) single-family home shall be constructed on parcel 8913-26-
481-001;
(b) one (1) single-family home shall be constructed on parcel 8913-26-
476-006;
(c) one (1) single-family home shall be constructed on parcel 8913-26-
177-011;
(d) parcels 8913-26-129-026, 8913-26-129-028, 8913-26-129-029 and
8913-26-129-034 shall be combined and one (1) multi-unit building containing six
(6) units shall be constructed thereon; and
(e) parcels 8913-26-128-004, 8913-26-128-021 and 8913-26-128-019
shall be combined and one (1) multi-unit building containing four (4) units shall be
constructed thereon.
Except as stated above, no more than one home shall be constructed on each Project
Site, and each Project Site upon which a home or multi-unit building will be constructed
shall be completed to a finished state, including installation of sidewalks, driveways and
garages, removal of all construction debris, proper leveling or shaping of groundscape,
and grassing and/or landscaping (construction and finishing as so described are
referred to collectively as the "Improvements"). The Improvements shall be constructed
in accordance with the terms of this Agreement, all applicable City, state, and federal
building codes and shall comply with all applicable City ordinances and other applicable
law. Company shall submit specific plans, building designs and site plans for City
review and approval before the commencement of construction and shall not
substantially deviate from such plans, specifications or designs. Company will use its
best efforts to obtain, or cause to be obtained, in a timely manner, all required permits,
•
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licenses and approvals, and will meet, in a timely manner, all requirements of all
applicable local, state, and federal laws and regulations which must be obtained or met
before the Improvements may be lawfully constructed. The Properties, the
Improvements, and all site preparation and development-related work to be undertaken
and completed by Company under this Agreement are collectively referred to as the
"Project."
3. Timeliness of Construction; Possibility of Reverter. The parties agree
that Company's commitment to cause the Project to be undertaken and to construct the
Improvements in a timely manner constitutes a material inducement for the City to
convey the Properties to Company and to extend the incentives provided for in this
Agreement, and that without said commitment City would not do so.
A. Deadlines to commence and complete. Subject to Unavoidable
Delays (defined below), Company must obtain a building permit and Substantially
Complete construction on each Project Site within three (3) years from the date
that the Properties are conveyed to Company (the "Completion Deadline''). For
purposes of this Agreement, "Substantially Complete" means the date on which
the Improvements on a Project Site have been completed to the extent
necessary for the City to issue a certificate of occupancy relating thereto and the
City has verified that Project elements for which no permit was necessary have
been completed to City's reasonable satisfaction. All deadlines are subject to
Unavoidable Delays as defined in paragraph B below. The City's Community
Planning and Development Director may, but shall not be required to, consent to
an extension of the Completion Deadline with respect to any Project Site. Any
additional or longer time extensions will require consent of the City Council. The
provisions of this Section 3 shall apply separately to each Project Site.
B. Events triggering termination and/or reverter of title. If Company
does not begin or Substantially Complete construction of the Improvements at a
Project Site on the schedule stated above, subject to Unavoidable Delays, then
City may terminate this Agreement with respect to such Project Site as set forth
in Section 13, and City shall then have no further obligation to Company under
this Agreement with respect to such Project Site. 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. As promptly as
possible, Company shall notify City in writing of the occurrence of any
Unavoidable Delay and shall again notify City in writing when the Unavoidable
Delay has ended. If City terminates this Agreement with respect to a Project Site
as provided in Section 13, City shall have no further obligations to Company
under this Agreement, including but not limited to any legal or equitable
obligation to reimburse Company for any costs expended by Company with
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respect to the Project Site or to compensate Company for any value added to the
Project Site by any Improvements. In connection with termination of the
Agreement as set forth herein, City may demand reconveyance of any Project
Site on which Improvements have not been Substantially Completed, in addition
to exercising any other available remedies.
4. Reverter of Title; Indemnity. In the event of any reverter of title pursuant
to Section 3, 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 Project Site 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
Project Site. 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 or
other documents 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
Project Site of any type or nature whatsoever that attaches to the Project Site 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. Utilities. Company will be responsible for extending water, sewer,
telephone, telecommunications, electricity, gas and other utility services from street right
of way to any location on a Project Site and for payment of any associated connection
fees.
6. City Incentives. To aid the Project, City agrees to provide the following
assistance:
A. Infill Housing Grant. As provided in the City's infill housing policy,
with respect to each Project Site City will pay Company a grant of $5,000.00 per
dwelling unit within thirty (30) days after Company has Substantially Completed
the Improvements on the Project Site and has obtained final inspection on all
permits obtained for Improvements on that Project Site. The maximum incentive
payable to Company under this Agreement is $65,000.00.
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7. No Encumbrances; Limited Exception. Until the Improvements are
Substantially Completed, Company agrees that it shall not create, incur, or suffer to
exist any Liens on any of the Properties, 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 a Project Site or any part thereof for any purpose except in
connection with financing of the Improvements upon such Project Site. Any other
mortgage shall be void.
8. No Assignment or Conveyance. Company agrees that it will not sell,
convey, assign or otherwise transfer, in whole or in part, its interest in any Project Site
prior to completion of the Project thereon, 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.
9. Additional Covenants of Company. In addition to the other promises,
covenants and agreements of Company as provided elsewhere in this Agreement,
Company agrees as follows:
A. Until the Improvements have been Substantially Completed,
Company shall make such reports to City, in such detail and at such times as
may be reasonably requested by City, as to the actual progress of Company with
respect to construction of the Improvements.
B. Company will comply with all applicable land development laws and
City and county ordinances, and all laws, rules and regulations relating to its
businesses, other than laws, rules and regulations where the failure to comply
with the same, or where the sanctions and penalties resulting therefrom, would
not have a material adverse effect on the business, property, operations, or
condition, financial or otherwise, of Company.
C. Company will cooperate fully with the City in resolution of any
traffic, parking, trash removal or public safety problems which may arise in
connection with the construction and operation of the Improvements.
D. Company agrees during construction of the Improvements to
maintain, as applicable, builder's risk, property damage, and liability insurance
coverages with respect to the Improvements in such amounts as are customarily
carried by like companies engaged in activities of comparable size and liability
exposure, and shall provide evidence of such coverages to the City upon
request.
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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:
A. It is duly organized, validly existing, and in good standing under the
laws of the state of its organization and is duly qualified and in good standing
under the laws of the State of Iowa.
B. It has all requisite power and authority to own and operate its
properties, to carry on its business as now conducted and as presently proposed
to be conducted, and to enter into and perform its obligations under this
Agreement.
C. This Agreement has been duly and validly authorized, executed
and delivered by Company and, assuming due authorization, execution and
delivery by the other parties hereto, is in full force and effect and is a valid and
legally binding instrument of Company that is enforceable in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency,
reorganization or other laws relating to or affecting creditors' rights generally.
D. The execution and delivery of this Agreement, the consummation of
the transactions contemplated hereby, and the fulfillment of or compliance with
the terms and conditions of this Agreement are not prevented by, limited by, in
conflict with, or result in a violation or breach of, the terms, conditions or
provisions of the articles of organization or operating agreement of Company or
of any contractual restriction, evidence of indebtedness, agreement or instrument
of whatever nature to which Company is now a party or by which it or its property
is bound, nor do they constitute a default under any of the foregoing.
E. There are no actions, suits or proceedings pending or threatened
against or affecting Company in any court or before any arbitrator or before or by
any governmental body in which there is a reasonable possibility of an adverse
decision which could materially adversely affect the business (present or
prospective), financial position, or results of operations of Company or which in
any manner raises any questions affecting the validity of the Agreement or
Company's ability to perform its obligations under this Agreement.
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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 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 Properties, or this Agreement, without the prior written
consent of City, except as expressly authorized by this Agreement;
C. Failure by any party hereto to substantially observe or perform any
covenant, condition, obligation or agreement on its part to be observed or
performed under this Agreement;
D. Company (1) files any petition in bankruptcy or for any
reorganization, arrangement, composition, readjustment, liquidation, dissolution,
or similar relief under the federal bankruptcy law or any similar state law; (2)
makes an assignment for the benefit of its creditors; (3) admits in writing its
inability to pay its debts generally as they become due; (4) is adjudicated a
bankrupt or insolvent; or if a petition or answer proposing the adjudication of
Company as a bankrupt or its reorganization under any present or future federal
bankruptcy act or any similar federal or state law shall be filed in any court and
such petition or answer shall not be discharged or denied within ninety (90) days
after the filing thereof; or a receiver, trustee or liquidator of Company, or part
thereof, shall be appointed in any proceedings brought against Company and
shall not be discharged within ninety (90) days after such appointment, or if
Company shall consent to or acquiesce in such appointment; or (5) defaults
under any mortgage applicable to the Property; or
E. Any representation or warranty made by Company in this
Agreement, or made by Company in any written statement or certificate furnished
by Company pursuant to this Agreement, shall prove to have been incorrect,
incomplete or misleading in any material respect on or as of the date of the
issuance or making thereof.
13. Remedies.
A. Default by Company. Whenever any Event of Default in respect of
Company occurs and is continuing, the City may terminate this Agreement, in
whole or as to any particular Project Site. 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
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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 Project Sites 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.
14. Indemnification and Releases.
A. Company hereby releases City, its elected officials, officers,
employees, and agents (collectively, the "indemnified parties") from, covenants
and agrees that the indemnified parties shall not be liable for, and agrees to
indemnify, defend and hold harmless the indemnified parties against, any loss or
damage to property or any injury to or death of any person occurring at or about
the Properties arising after Company's acquisition of same 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 on or about
the Properties or the Improvements, due to any act of negligence or willful
misconduct of any person, other than any act of negligence or willful misconduct
on the part of any such indemnified party or its officers, employees or agents.
B. Except for any willful misrepresentation, any willful misconduct, or
any unlawful act of the indemnified parties, Company agrees to protect and
defend the indemnified parties, now or forever, and further agrees to hold the
indemnified parties harmless, from any claim, demand, suit, action or other
proceedings or any type or nature whatsoever, by any person or entity
whatsoever that arises or purportedly arises from (1) any violation of any
agreement or condition of this Agreement (except with respect to any suit, action,
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demand or other proceeding brought by Company against the City to enforce its
rights under this Agreement), or (2) the acquisition and condition of the
Properties and the construction, installation, ownership, and operation of the
Improvements, or (3) otherwise as a result of or in connection with the Project or
Company's failure to carry on or complete same.
C. The indemnification obligations under this Section shall include
attorneys' fees and expenses incurred by any indemnified party. 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:
(a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, Attention:
Mayor, with copies to the Community Planning and Development Director.
(b) if to Company, at 803 W. 5th Street, Waterloo, Iowa 50702,
Attention: Executive Director.
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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, or (iii) three (3) business days
following the date of deposit if mailed by United States registered or certified mail,
postage prepaid. 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. 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.
23. 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.
24. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
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25. Counterparts. This Agreement may be executed in one or more
counterparts, each of which, including signed counterparts delivered by facsimile or
other electronic means, shall be deemed an original and all of which, taken together,
shall constitute one and the same instrument.
26. 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.
27. Time of Essence. Time is of the essence of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Development
Agreement by their duly authorized representatives as of the date first set forth above.
CITY OF WATERLOO, IOWA IOWA HEARTLAND HABITAT
FOR HUMANITY
r DocuSigned by: "—Signed by:
B 64,t' v- (lar B M ParrY&
Y —uoo[5 fb aa9 y• �. lsStb ua
Quentin hart, Mayor Ali`'arns i, `ixecutive Director
DocuSigned by:
Attest: Kgn
Fdd.te
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Kelley Felchle, City Clerk
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EXHIBIT "A"
Description of Properties
Single family home - parcel 8913-26-481-001: Lot 25, Block 17, in Leavitt Johnson and Miller
Addition to the City of Waterloo, Black Hawk County, Iowa.
Single family home - parcel 8913-26-476-006: Lot 1, Block 1, in Miller's Second Addition to the
City of Waterloo, Black Hawk County, Iowa.
Single family home - parcel 8913-26-177-011: The Northeasterly One-half of Lot 1, Block 2,
Eaton's Addition to Waterloo, Black Hawk County, Iowa.
Four Properties to be combined for the construction of a 6-plex
Parcel 8913-26-129-026: Lot No. 4 in Block No. 2 in "Leland Park" in Waterloo, Iowa, except the
Northerly 4 feet thereof.
Parcel 8913-26-129-028: The West 25 feet of Lot No. 6, except the North 4 feet thereof, in Block
No. 2 in "Leland Park" in Waterloo, Iowa.
Parcel 8913-26-129-029: The East 25 feet of Lot No. 6, except the North 4 feet thereof, in Block
No. 2 in "Leland Park" in Waterloo, Iowa.
Parcel 8913-26-129-034: The Southerly 93 feet of the Northerly 97 feet of Lot 5, Block 2, Leland
Park Addition to the City of Waterloo, Black Hawk County, Iowa.
Three Properties to be combined for the construction of a 4-plex
Parcel 8913-26-128-004: The West Four (4) feet of the South Fifty-six (56) feet of Lot No. Seven
(7); and Lot No. Six (6), except that part thereof conveyed to the State of Iowa in 508 Deeds 174
and except that part thereof condemned for road purposes in 610 CLD 617; all in Block No. One
(1) in "Leland Park" in Waterloo, Iowa.
Parcel 8913-26-128-019: A parcel of land located in part of Lot 7, Block 1, Leland Park Addition
to the City of Waterloo, Black Hawk County, Iowa, as shown on Excess Plat recorded at 622
CLD 942, and by reference made a part hereof, more particularly described as follows:
Commencing at the Northeasterly corner of said Lot 7; thence S09°42 %'W, 3.7 feet, along the
Easterly line of said Lot 7, to the Point of Beginning; thence continuing along said easterly line
S09° 42 '/2'W, 75.3 feet; thence N80° 17 '/' W, 52 feet; thence N09° 421/2' E, 74.5 feet, along
the Westerly line of said Lot 7, to a point on the existing Southerly ROW line of relocated
University Avenue; thence Easterly along said existing ROW line 32.0 feet, along a 689.2 foot
radius curve, concave Southerly, which a chord bearing S81°47' E, 32.0 feet; thence continuing
along said ROW line S80°27' E, 20 feet, to the Point of Beginning, containing 3,906.0 square
feet, more or less.
Parcel 8913-26-128-021: A parcel of land located in part of Lot 8, Block 1, Leland Park, City of
Waterloo, Iowa, as shown on Excess Plat recorded at 622 CLD 959, and by reference made a
part hereof, and more particularly described as follows:
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Commencing at the NW corner of said Lot 8; thence S09° 42 %' W, 3.7 feet, along the West line
of said Lot 8, to the Point of Beginning; thence continuing along said West line S09°42'/2'W,
46.3 feet to a point on the North line of the South 85 feet of said Lot 8; thence S80°27' E, 52.0
feet, along said North line to a point on the East line of said Lot 8; thence N09°42 %' E, 46.3
feet, along the East line of said Lot 8, thence N80°27' W, 52.0 feet, to the Point of Beginning,
containing 2,407.0 square feet, more or less.
2
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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
April 21 , 2025 by and between Iowa Heartland Habitat for Humanity
("Company"), and the City of Waterloo, Iowa ("City").
RECITALS
A. Company is willing and able to finance and construct single-family
dwellings or a multi -unit dwelling and related improvements on various
properties located in the City of Waterloo, including infill lots in established
residential neighborhoods as identified on Exhibit "A" attached hereto (the
"Properties"). Each separate property on which Improvements (defined
below) will be constructed is referred to as a "Project Site."
B. City considers infill residential development within the City a benefit to the
community and is willing for the overall good and welfare of the community
to provide financial incentives to encourage that goal. City believes that
such development is in the vital and best interests of the City and in
accordance with the public purposes and provisions of the applicable
State and local laws and requirements under which the Project (defined
below) is being 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
Properties in their "AS IS" condition to Company for the sum of $1.00 (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
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the Property; and (d) restrictions imposed by the City zoning ordinances and other
applicable law. 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 without further obligation. 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 each of the Properties and to conduct other due
diligence related to the Project. Company agrees to accept each of the Properties in its
"AS IS" condition, without any warranty from City, expressed or implied, as to the
condition of each Property, its marketability, or its fitness for any particular purpose. At
its own expense, Company shall construct the following residential structures upon each
Project Site, as further described and depicted in plans to be submitted to City as
provided in Section 3:
(a) one (1) single-family home shall be constructed on parcel 8913-26-
481-001;
(b) one (1) single-family home shall be constructed on parcel 8913-26-
476-006;
(c) one (1) single-family home shall be constructed on parcel 8913-26-
177-011;
(d) parcels 8913-26-129-026, 8913-26-129-028, 8913-26-129-029 and
8913-26-129-034 shall be combined and one (1) multi -unit building containing six
(6) units shall be constructed thereon; and
(e) parcels 8913-26-128-004, 8913-26-128-021 and 8913-26-128-019
shall be combined and one (1) multi -unit building containing four (4) units shall be
constructed thereon.
Except as stated above, no more than one home shall be constructed on each Project
Site, and each Project Site upon which a home or multi -unit building will be constructed
shall be completed to a finished state, including installation of sidewalks, driveways and
garages, removal of all construction debris, proper leveling or shaping of groundscape,
and grassing and/or landscaping (construction and finishing as so described are
referred to collectively as the "Improvements"). The Improvements shall be constructed
in accordance with the terms of this Agreement, all applicable City, state, and federal
building codes and shall comply with all applicable City ordinances and other applicable
law. Company shall submit specific plans, building designs and site plans for City
review and approval before the commencement of construction and shall not
substantially deviate from such plans, specifications or designs. Company will use its
best efforts to obtain, or cause to be obtained, in a timely manner, all required permits,
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licenses and approvals, and will meet, in a timely manner, all requirements of all
applicable local, state, and federal laws and regulations which must be obtained or met
before the Improvements may be lawfully constructed. The Properties, the
Improvements, and all site preparation and development -related work to be undertaken
and completed by Company under this Agreement are collectively referred to as the
"Project."
3. Timeliness of Construction; Possibility of Reverter. The parties agree
that Company's commitment to cause the Project to be undertaken and to construct the
Improvements in a timely manner constitutes a material inducement for the City to
convey the Properties to Company and to extend the incentives provided for in this
Agreement, and that without said commitment City would not do so.
A. Deadlines to commence and complete. Subject to Unavoidable
Delays (defined below), Company must obtain a building permit and Substantially
Complete construction on each Project Site within three (3) years from the date
that the Properties are conveyed to Company (the "Completion Deadline"). For
purposes of this Agreement, "Substantially Complete" means the date on which
the Improvements on a Project Site have been completed to the extent
necessary for the City to issue a certificate of occupancy relating thereto and the
City has verified that Project elements for which no permit was necessary have
been completed to City's reasonable satisfaction. All deadlines are subject to
Unavoidable Delays as defined in paragraph B below. The City's Community
Planning and Development Director may, but shall not be required to, consent to
an extension of the Completion Deadline with respect to any Project Site. Any
additional or longer time extensions will require consent of the City Council. The
provisions of this Section 3 shall apply separately to each Project Site.
B. Events triggering termination and/or reverter of title. If Company
does not begin or Substantially Complete construction of the Improvements at a
Project Site on the schedule stated above, subject to Unavoidable Delays, then
City may terminate this Agreement with respect to such Project Site as set forth
in Section 13, and City shall then have no further obligation to Company under
this Agreement with respect to such Project Site. 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. As promptly as
possible, Company shall notify City in writing of the occurrence of any
Unavoidable Delay and shall again notify City in writing when the Unavoidable
Delay has ended. If City terminates this Agreement with respect to a Project Site
as provided in Section 13, City shall have no further obligations to Company
under this Agreement, including but not limited to any legal or equitable
obligation to reimburse Company for any costs expended by Company with
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respect to the Project Site or to compensate Company for any value added to the
Project Site by any Improvements. In connection with termination of the
Agreement as set forth herein, City may demand reconveyance of any Project
Site on which Improvements have not been Substantially Completed, in addition
to exercising any other available remedies.
4. Reverter of Title; Indemnity. In the event of any reverter of title pursuant
to Section 3, 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 Project Site 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
Project Site. 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 or
other documents 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
Project Site of any type or nature whatsoever that attaches to the Project Site 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. Utilities. Company will be responsible for extending water, sewer,
telephone, telecommunications, electricity, gas and other utility services from street right
of way to any location on a Project Site and for payment of any associated connection
fees.
6. City Incentives. To aid the Project, City agrees to provide the following
assistance:
A. Infill Housing Grant. As provided in the City's infill housing policy,
with respect to each Project Site City will pay Company a grant of $5,000.00 per
dwelling unit within thirty (30) days after Company has Substantially Completed
the Improvements on the Project Site and has obtained final inspection on all
permits obtained for Improvements on that Project Site. The maximum incentive
payable to Company under this Agreement is $65,000.00.
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7. No Encumbrances; Limited Exception. Until the Improvements are
Substantially Completed, Company agrees that it shall not create, incur, or suffer to
exist any Liens on any of the Properties, 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 a Project Site or any part thereof for any purpose except in
connection with financing of the Improvements upon such Project Site. Any other
mortgage shall be void.
8. No Assignment or Conveyance. Company agrees that it will not sell,
convey, assign or otherwise transfer, in whole or in part, its interest in any Project Site
prior to completion of the Project thereon, 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.
9. Additional Covenants of Company. In addition to the other promises,
covenants and agreements of Company as provided elsewhere in this Agreement,
Company agrees as follows:
A. Until the Improvements have been Substantially Completed,
Company shall make such reports to City, in such detail and at such times as
may be reasonably requested by City, as to the actual progress of Company with
respect to construction of the Improvements.
B. Company will comply with all applicable land development laws and
City and county ordinances, and all laws, rules and regulations relating to its
businesses, other than laws, rules and regulations where the failure to comply
with the same, or where the sanctions and penalties resulting therefrom, would
not have a material adverse effect on the business, property, operations, or
condition, financial or otherwise, of Company.
C. Company will cooperate fully with the City in resolution of any
traffic, parking, trash removal or public safety problems which may arise in
connection with the construction and operation of the Improvements.
D. Company agrees during construction of the Improvements to
maintain, as applicable, builder's risk, property damage, and liability insurance
coverages with respect to the Improvements in such amounts as are customarily
carried by like companies engaged in activities of comparable size and liability
exposure, and shall provide evidence of such coverages to the City upon
request.
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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:
A. It is duly organized, validly existing, and in good standing under the
laws of the state of its organization and is duly qualified and in good standing
under the laws of the State of Iowa.
B. It has all requisite power and authority to own and operate its
properties, to carry on its business as now conducted and as presently proposed
to be conducted, and to enter into and perform its obligations under this
Agreement.
C. This Agreement has been duly and validly authorized, executed
and delivered by Company and, assuming due authorization, execution and
delivery by the other parties hereto, is in full force and effect and is a valid and
legally binding instrument of Company that is enforceable in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency,
reorganization or other laws relating to or affecting creditors' rights generally.
D. The execution and delivery of this Agreement, the consummation of
the transactions contemplated hereby, and the fulfillment of or compliance with
the terms and conditions of this Agreement are not prevented by, limited by, in
conflict with, or result in a violation or breach of, the terms, conditions or
provisions of the articles of organization or operating agreement of Company or
of any contractual restriction, evidence of indebtedness, agreement or instrument
of whatever nature to which Company is now a party or by which it or its property
is bound, nor do they constitute a default under any of the foregoing.
E. There are no actions, suits or proceedings pending or threatened
against or affecting Company in any court or before any arbitrator or before or by
any governmental body in which there is a reasonable possibility of an adverse
decision which could materially adversely affect the business (present or
prospective), financial position, or results of operations of Company or which in
any manner raises any questions affecting the validity of the Agreement or
Company's ability to perform its obligations under this Agreement.
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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 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 Properties, or this Agreement, without the prior written
consent of City, except as expressly authorized by this Agreement;
C. Failure by any party hereto to substantially observe or perform any
covenant, condition, obligation or agreement on its part to be observed or
performed under this Agreement;
D. Company (1) files any petition in bankruptcy or for any
reorganization, arrangement, composition, readjustment, liquidation, dissolution,
or similar relief under the federal bankruptcy law or any similar state law; (2)
makes an assignment for the benefit of its creditors; (3) admits in writing its
inability to pay its debts generally as they become due; (4) is adjudicated a
bankrupt or insolvent; or if a petition or answer proposing the adjudication of
Company as a bankrupt or its reorganization under any present or future federal
bankruptcy act or any similar federal or state law shall be filed in any court and
such petition or answer shall not be discharged or denied within ninety (90) days
after the filing thereof; or a receiver, trustee or liquidator of Company, or part
thereof, shall be appointed in any proceedings brought against Company and
shall not be discharged within ninety (90) days after such appointment, or if
Company shall consent to or acquiesce in such appointment; or (5) defaults
under any mortgage applicable to the Property; or
E. Any representation or warranty made by Company in this
Agreement, or made by Company in any written statement or certificate furnished
by Company pursuant to this Agreement, shall prove to have been incorrect,
incomplete or misleading in any material respect on or as of the date of the
issuance or making thereof.
13. Remedies.
A. Default by Company. Whenever any Event of Default in respect of
Company occurs and is continuing, the City may terminate this Agreement, in
whole or as to any particular Project Site. 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
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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 Project Sites 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.
14. Indemnification and Releases.
A. Company hereby releases City, its elected officials, officers,
employees, and agents (collectively, the "indemnified parties") from, covenants
and agrees that the indemnified parties shall not be liable for, and agrees to
indemnify, defend and hold harmless the indemnified parties against, any loss or
damage to property or any injury to or death of any person occurring at or about
the Properties arising after Company's acquisition of same 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 on or about
the Properties or the Improvements, due to any act of negligence or willful
misconduct of any person, other than any act of negligence or willful misconduct
on the part of any such indemnified party or its officers, employees or agents.
B. Except for any willful misrepresentation, any willful misconduct, or
any unlawful act of the indemnified parties, Company agrees to protect and
defend the indemnified parties, now or forever, and further agrees to hold the
indemnified parties harmless, from any claim, demand, suit, action or other
proceedings or any type or nature whatsoever, by any person or entity
whatsoever that arises or purportedly arises from (1) any violation of any
agreement or condition of this Agreement (except with respect to any suit, action,
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demand or other proceeding brought by Company against the City to enforce its
rights under this Agreement), or (2) the acquisition and condition of the
Properties and the construction, installation, ownership, and operation of the
Improvements, or (3) otherwise as a result of or in connection with the Project or
Company's failure to carry on or complete same.
C. The indemnification obligations under this Section shall include
attorneys' fees and expenses incurred by any indemnified party. 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:
(a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, Attention:
Mayor, with copies to the Community Planning and Development Director.
(b) if to Company, at 803 W. 5th Street, Waterloo, Iowa 50702,
Attention: Executive Director.
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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, or (iii) three (3) business days
following the date of deposit if mailed by United States registered or certified mail,
postage prepaid. 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. 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.
23. 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.
24. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
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25. Counterparts. This Agreement may be executed in one or more
counterparts, each of which, including signed counterparts delivered by facsimile or
other electronic means, shall be deemed an original and all of which, taken together,
shall constitute one and the same instrument.
26. 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.
27. 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
DocuSigned by:
By: .t, itn, ikav%
'-UUbLS ( A 44y .
Quentin `dart, Mayor
Attest:
DocuSigned by:
tteat
Bc1Ero3, D44r..
Kelley Felchle, City Clerk
IOWA HEARTLAND HABITAT
FOR HUMANITY
a —Signed by:
By: 2ti etwrisL
J1Jb Y U4
Ali`arnsri, `bxecutive Director
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EXHIBIT "A"
Description of Properties
Single family home - parcel 8913-26-481-001: Lot 25, Block 17, in Leavitt Johnson and Miller
Addition to the City of Waterloo, Black Hawk County, Iowa.
Single family home - parcel 8913-26-476-006: Lot 1, Block 1, in Miller's Second Addition to the
City of Waterloo, Black Hawk County, Iowa.
Single family home - parcel 8913-26-177-011: The Northeasterly One-half of Lot 1, Block 2,
Eaton's Addition to Waterloo, Black Hawk County, Iowa.
Four Properties to be combined for the construction of a 6-plex
Parcel 8913-26-129-026: Lot No. 4 in Block No. 2 in "Leland Park" in Waterloo, Iowa, except the
Northerly 4 feet thereof.
Parcel 8913-26-129-028: The West 25 feet of Lot No. 6, except the North 4 feet thereof, in Block
No. 2 in "Leland Park" in Waterloo, Iowa.
Parcel 8913-26-129-029: The East 25 feet of Lot No. 6, except the North 4 feet thereof, in Block
No. 2 in "Leland Park" in Waterloo, Iowa.
Parcel 8913-26-129-034: The Southerly 93 feet of the Northerly 97 feet of Lot 5, Block 2, Leland
Park Addition to the City of Waterloo, Black Hawk County, Iowa.
Three Properties to be combined for the construction of a 4-plex
Parcel 8913-26-128-004: The West Four (4) feet of the South Fifty-six (56) feet of Lot No. Seven
(7); and Lot No. Six (6), except that part thereof conveyed to the State of Iowa in 508 Deeds 174
and except that part thereof condemned for road purposes in 610 CLD 617; all in Block No. One
(1) in "Leland Park" in Waterloo, Iowa.
Parcel 8913-26-128-019: A parcel of land located in part of Lot 7, Block 1, Leland Park Addition
to the City of Waterloo, Black Hawk County, Iowa, as shown on Excess Plat recorded at 622
CLD 942, and by reference made a part hereof, more particularly described as follows:
Commencing at the Northeasterly corner of said Lot 7; thence S09°42 I/2'W, 3.7 feet, along the
Easterly line of said Lot 7, to the Point of Beginning; thence continuing along said easterly line
S09° 42 1/2'W, 75.3 feet; thence N80° 17 IA' W, 52 feet; thence N09° 42 1/2' E, 74.5 feet, along
the Westerly line of said Lot 7, to a point on the existing Southerly ROW line of relocated
University Avenue; thence Easterly along said existing ROW line 32.0 feet, along a 689.2 foot
radius curve, concave Southerly, which a chord bearing S81 °47' E, 32.0 feet; thence continuing
along said ROW line S80°27' E, 20 feet, to the Point of Beginning, containing 3,906.0 square
feet, more or less.
Parcel 8913-26-128-021: A parcel of land located in part of Lot 8, Block 1, Leland Park, City of
Waterloo, Iowa, as shown on Excess Plat recorded at 622 CLD 959, and by reference made a
part hereof, and more particularly described as follows:
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Commencing at the NW corner of said Lot 8; thence S09° 42 %' W, 3.7 feet, along the West line
of said Lot 8, to the Point of Beginning; thence continuing along said West line S09°42%'W,
46.3 feet to a point on the North line of the South 85 feet of said Lot 8; thence S80°27' E, 52.0
feet, along said North line to a point on the East line of said Lot 8; thence N09°42 %' E, 46.3
feet, along the East line of said Lot 8, thence N80°27' W, 52.0 feet, to the Point of Beginning,
containing 2,407.0 square feet, more or less.
2