HomeMy WebLinkAboutHabitat for Humanity - Development Agreement - 8.18.25 (RECORDED) Docusign Envelope ID: 1A9C0D47-621B-427C-A35E-B54E02104AA3 2025-13361
RECORDED:09/11/2025 02:41:07 PM
RECORDING FEE:$57.00
REVENUE TAX:$
COMBINED FEE:$57.00
SANDIE L.SMITH, RECORDER
BLACK HAWK COUNTY,IOWA
1 14 (th\ lc, (toy c.4- Vd4er(E?C.
Preparer: Austin J. McMahon, Lange&McMahon, PLC, 222 1,t 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
August 18 , 2025, by and between Iowa Heartland Habitat for Humanity
("Company"), and the City of Waterloo, Iowa ("City").
RECITALS
A. Company owns the real property locally known as 427 Iowa Street and City
owns Parcel No. 8913-24-163-009 (as described in Exhibit A) upon which is situated an
addition to the structure already existing on 427 Iowa Street (collectively, the "Property").
The Property is located within the Urban Renewal Area.
B. Company is willing and able to finance rehabilitation, development, or
improvements ("Improvements" or "Project") as provided in this Agreement on the
Property, and the City is willing to convey ownership of Parcel No. 8913-24-163-009 to
Company for that purpose.
C. City considers development within the City a benefit to the community and
is willing for the overall good and welfare of the community to provide financial incentives
so as to encourage that goal.
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
Parcel No. 8913-24-163-009 to Company for the sum of $1.00 (the "Purchase Price")
within six (6) months of the date of this Agreement. Conveyance shall be by quit claim
deed.
2. Improvements by Company. Company acknowledges that it has had a
reasonable opportunity to inspect the Property and to conduct other due diligence related
to the Project. Company agrees to accept the Parcel No. 8913-24-163-009 in its "as is"
condition, without any warranty from City, expressed or implied, as to the condition of the
Docusign Envelope ID.1A9C0D47-B21 B-427C-A35E-B54E02104AA3
Parcel No.8913-24-163-009,its marketability,or its fitness for any particular purpose. At
its own cost Company shall renovate, rehabilitate, or otherwise improve the existing
structure on the Property to create a single-family dwelling 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.
3. Timeliness of Construction;Possibility of Reverter. The parties agree
that Company's commitment to cause the Project to be undertaken and to perform the
Improvements in a timely manner constitutes a material inducement for the City to convey
the Parcel No.8913-24-163-009 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 begin
renovation of the dwelling within four(4)months from the date of this Agreement
(the"Commencement Date")and must Substantially Complete construction within
fourteen(14)months thereafter(the"Completion Deadline").For purposes of this
Agreement, "Substantially Complete" means that the Improvements have been
' completed to the extent necessary for the City to issue a certificate of occupancy
relating thereto and the City has verified that Project elements for which no permit
was necessary have been substantially completed. 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 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.
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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 as set forth in Section 12, and City shall then have no further
obligation to Company under this Agreement. 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
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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 as
provided in Section 12, 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 respect to the
Project Property or to compensate Company for any value added to the Project
Property by any Improvements. In connection with termination of the Agreement
as set forth herein, City may demand reconveyance of the Target Property 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 Target Property 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 Target Property. In
connection with any reverter of title, Company shall not be entitled to a refund of the
Purchase Price. Appointment of Attorney in Fact: If Company fails to deliver such
documents, including but not limited to a special warranty deed, to City within thirty (30)
days after written demand by City,then City shall be authorized to execute, on Company's
behalf and as its attorney-in-fact, the special warranty deed 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 Target
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 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. 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 Target 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.
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7. No Assignment or Conveyance. Company agrees that it will not sell,
convey, assign or otherwise transfer its interest in the Target Property prior to completion
of the Project, whether in whole or in part, to any other person or entity without the prior
written consent of City. Reasonable grounds for the City to withhold its consent shall
include but are not limited to the inability of the proposed transferee to demonstrate to the
City's satisfaction that it has the financial ability to observe all of the terms to be performed
by Company under this Agreement.
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.
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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.
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
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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 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.
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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.
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,
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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 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.
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.
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
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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.
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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
FO ' . JMANITY
c—DocuSigned by: / t
By: 6("lit"tvifByk. ,
--DO523A78 8a49
Quentin Hart, Mayor Ali Parrish, Executive Director
Date: 8/18/2025 Date: 97 D 2,, 5
Signed by'
Attest: k'eCC7 FtU&
ellbSileffie, City Clerk
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EXHIBIT A
Description of
Parcel No. 8913-24-163-009
South 22 feet of the North 63 feet of Lot 18, Block 29, Railroad Addition to Waterloo, Iowa.
Docusign Envelope ID: 1 A9COD47-B21 B-427C-A35E-854E02104AA3
v 12k-I (0 A I (01 () c4" oake(c)(
Preparers 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
August 18 , 2025, by and between Iowa Heartland Habitat for Humanity
("Company"), and the City of Waterloo, Iowa ("City").
RECITALS
A. Company owns the real property locally known as 427 Iowa Street and City
owns Parcel No 8913-24-163-009 (as described in Exhibit A) upon which is situated an
addition to the structure already existing on 427 Iowa Street (collectively, the "Property").
The Property is located within the Urban Renewal Area.
B. Company is willing and able to finance rehabilitation, development, or
improvements ("Improvements" or "Project") as provided in this Agreement on the
Property, and the City is willing to convey ownership of Parcel No. 8913-24-163-009 to
Company for that purpose.
C. City considers development within the City a benefit to the community and
is willing for the overall good and welfare of the community to provide financial incentives
so as to encourage that goal.
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
Parcel No. 8913-24-163-009 to Company for the sum of $1.00 (the "Purchase Price")
within six (6) months of the date of this Agreement. Conveyance shall be by quit claim
deed.
2 Improvements by Company. Company acknowledges that it has had a
reasonable opportunity to inspect the Property and to conduct other due diligence related
to the Project. Company agrees to accept the Parcel No. 8913-24-163-009 in its "as is"
condition, without any warranty from City, expressed or implied, as to the condition of the
(1)
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Parcel No. 8913-24-163-009, its marketability, or its fitness for any particular purpose. At
its own cost Company shall renovate, rehabilitate, or otherwise improve the existing
structure on the Property to create a single-family dwelling 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.
3. Timeliness of Construction; Possibility of Reverter. The parties agree
that Company's commitment to cause the Project to be undertaken and to perform the
Improvements in a timely manner constitutes a material inducement for the City to convey
the Parcel No. 8913 24 163-009 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 begin
renovation of the dwelling within four (4) months from the date of this Agreement
(the "Commencement Date") and must Substantially Complete construction within
fourteen (14) months thereafter (the "Completion Deadline"). For purposes of this
Agreement, "Substantially Complete" means that the Improvements have been
completed to the extent necessary for the City to issue a certificate of occupancy
relating thereto and the City has verified that Project elements for which no permit
was necessary have been substantially completed. 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 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 as set forth in Section 12, and City shall then have no further
obligation to Company under this Agreement. 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
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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 as
provided in Section 12, 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 respect to the
Project Property or to compensate Company for any value added to the Project
Property by any Improvements. In connection with termination of the Agreement
as set forth herein, City may demand reconveyance of the Target Property 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 Target Property 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 Target Property. In
connection with any reverter of title, Company shall not be entitled to a refund of the
Purchase Price. Appointment of Attorney in Fact: If Company fails to deliver such
documents, including but not limited to a special warranty deed, to City within thirty (30)
days after written demand by City, then City shall be authorized to execute, on Company's
behalf and as its attorney -in -fact, the special warranty deed 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 Target
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 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. 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 Target 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.
3
Docusign Envelope ID: 1A9COD47-B216-427C-A35E-B54E02104AA3
7. No Assignment or Conveyance. Company agrees that it will not sell,
convey, assign or otherwise transfer its interest in the Target Property prior to completion
of the Project, whether in whole or in part, to any other person or entity without the prior
written consent of City. Reasonable grounds for the City to withhold its consent shall
include but are not limited to the inability of the proposed transferee to demonstrate to the
City's satisfaction that it has the financial ability to observe all of the terms to be performed
by Company under this Agreement.
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.
Docusign Envelope ID: 1 A9COD47-8218-427C-A35E-B54E02104AA3
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.
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
5
Docusign Envelope ID: 1A9C0047-821B-427C-A35E-854E02104AA3
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 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.
Docusign Envelope ID: 1A9C0D47-8218-427C-A35E-B54E02104AA3
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.
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,
7
Docusign Envelope ID: 1A9C0D47-13218-427C-A35E-B54E02104AA3
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. 51h Street, Waterloo, Iowa 50702, Attention:
Executive Director.
Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in
person, (ii) one (1) business day following deposit for overnight delivery to an overnight
air courier service which guarantees next day delivery, 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.
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
8
Docusign Envelope ID: 1 A9C0D47-8218-427C-A35E-B54E02104AA3
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.
Docusign Envelope ID: 1A9C0D47-6218-427C-A35E-854E02104AA3
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
eocuSigned by:
By: �inr miik. (kart
Quentin'(hart, Mayor
Date: 8/18/2025
Signed by:
Attest::fat&j f at
e9t Pf `elEtiie, City Clerk
10
IOWA HEARTLAND HABITAT
FOR -HUMANITY
Bye=�'i.�
Ali Parrish, Executive Director
Date: 91) D d
Docusign Envelope ID: 1A9C0D47-B21 B-427C-A35E-B54E02104AA3
EXHIBIT A
Description of
Parcel No. 8913-24-163-009
South 22 feet of the North 63 feet of Lot 18, Block 29, Railroad Addition to Waterloo, Iowa.
V'v;'t_
Prepared
.\O ;-\
by
lc*
Martin
(f1-c)
M.
01
Petersen,
c-cc4ee
Ito
City
Attorney,
715
Mulberry,
Waterloo,
IA, 50703,
telephone
number
(319)
291-4327
TAX
STATEMENT:
For
the
consideration
Iowa
Heartland
Habitat
of
for
Humanity,
($1.00)
803
QUIT
One
W.
5th
Dollar
Street,
CLAIM
Waterloo,
and
DEED
no/100
Iowa
50702
SPACE
ABOVE
THIS
LINE
FOR
RECORDER
and
other
valuable
consideration,
CITY
OF
WATERLOO,
IOWA
does
hereby
Quit
Claim
to
IOWA
HEARTLAND
HABITAT
FOR
HUMANITY,
all
our
right,
title,
interest,
estate,
claim
and
demand
in
the
following
-described
real
estate
in
Black
Hawk
County,
Iowa:
as
Dated:
This
Each
Words
masculine
transaction
of
The
Iowa.
Parcel
and
August
the
or
South
undersigned
phrases
feminine
No.
2g
exempt
22
8913-24-163-009
herein,
2025
feet
gender,
from
hereby
of
including
Documentary
according
the
relinquishes
North
acknowledgment
to
63
Stamp
the
all
feet
rights
context.
and
of
of
hereof,
Lot
Declaration
dower,
18
CITY
shall
in
homestead
Block
of
be
OF
Value
construed
WATERLOO,
29
and
per
in
distributive
Iowa
as
Railroad
in
Code
the
singular
share
§428A.2(6)
IOWA
Addition
in
or
and
plural
to
(2025).
to
the
Waterloo,
number,
real
estate.
and
ATTEST:
Quentin
Hart,
Mayor
te
I
K lley
Felcl
e,
City
Clerk
STATE OF IOWA
ss.
BLACK HAWK COUNTY )
On this day of August, 2025, before me, the undersigned, a Notary Public in and
for the State of Iowa, personally appeared Quentin Hart and Kelley Felchle, to me personally
known, and who, being by me duly sworn, did say that they are the Mayor and City Clerk,
respectively, of the City of Waterloo, Iowa; that the seal affixed to the foregoing instrument is the
corporate seal of the corporation, and that the instrument was signed and sealed on behalf of the
corporation by authority of its City Council as contained in the Resolution adopted by the City
Council, under Resolution No. 25-472, of the City Council on the 18`1' day of August, 2025, and
that Quentin Hart and Kelley Felchle, acknowledged the execution of the instrument to be their
voluntary act and deed and the voluntary act and deed of the corporation, by it voluntarily executed.
i Hf[;&<
//
II 44
s'': `10 b o 'cif" tf}''40 <�S i
4r."in OP is
t 'SI y<
Z. mot' o �i p
to • `�L� !, i' 4.414.7. +�
otry Public in aniol for the State of Iowa
9tn3L 0. f -IUn m (prim ex , 5f >>/Z8