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HomeMy WebLinkAboutEIC_Enterprises NEI Food Bank - (REORDED) Amendent to DA - 9.2.2025 z 2025-15669 RECORDED:10/24/2025 11:01:54 AM RECORDING FEE:$102.00 REVENUE TAX:$ COMBINED FEE:$102.00 SANDIE L.SMITH,RECORDER BLACK HAWK COUNTY,IOWA 41urn : C�.f• �F tectiffto Vfe?are d by• i1 s n *3. i1t:tahe;i, PLC,, a92 leatepeadexe, IA AMENDMENT TO DEVELOPMENT AGREEMENT his Amendment to Development Agreement (the "Amendment") is entered into as of rnbef 9 , 2025, by and between EIC Enterprises, LLC (the "Com any"),Northeast Iowa Food Bank,Inc. ("Food Bank"), and the City of Waterloo,Iowa(the "City"). RECITALS A. Company, Food Bank, and the City (the "Parties") are parties to a certain Development Agreement, dated February 17, 2025,recorded April 7,2025, and attached hereto as Exhibit A. B. The parties desire to amend and modify the terms of the Development Agreement and execute this Amendment to Development Agreement. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Section 3 of the Development Agreement (titled "The Homes") is hereby stricken in its entirety and replaced with the following: 3. 1633 and 1637 Property/Homes; 1617 Property/Home. Food Bank owns the real property located at 1633 and 1637 Lafayette Street, Waterloo (the "1633 and 1637 Food Bank Properties"). There is one home situated on the 1633 Lafayette Street property and one home situated on the 1637 Lafayette Street property (collectively, the "1633 and 1637 Homes"). As of the date on which Company commences work at the 1633 and 1637 Food Bank Properties to move the 1633 and 1637 Homes, the 1633 and 1637 Homes shall be deemed the property of Company. From and after said date, Company shall assume all responsibility and liability related to said 1633 and 1637 Homes, the work of Company and its agents on and about the 1633 and 1637 Food Bank Properties, and the movement of the 1633 and 1637 Homes. To memorialize the transfer of ownership of the Homes, Food Bank and Company may choose to execute a bill of sale or other written instrument. Company shall have the Homes moved from the Food Bank Properties in accordance with the deadline stated in Section 5, subject to possible extension as provided in the same Section 5. Food Bank shall cooperate to give Company and its contractors access to the 1633 and 1637 Homes to prepare them for removal, including but not limited to disconnection of utilities. Company agrees to accept the Homes in their AS-IS condition, free from any representation or warranty by Food Bank or City as to the condition of the Homes or their suitability for any particular purpose. Following removal of the 1633 and 1637 Homes from the 1633 and 1637 Food Bank Properties,Food Bank shall make arrangements for the demolition of the foundations, cement pads, sidewalks (except public sidewalks) and other improved features remaining on the 1633 and 1637 Food Bank Properties, and further shall make arrangements for the removal of all debris, bringing fill as needed, and leveling the sites to grade. The City shall have no obligations or duties as to the demolition or removal activities. Additionally, Food Bank is or will become the owner of the real property locally known as 1617 Lafayette Street, Waterloo, Iowa, legally described as All of Lot No. 12 and Lot No. 13 except the West 18.75 feet in Parkview in the City of Waterloo ("1617 Food Bank Property.")Food Bank is willing and able to undertake or finance improvements or development to put the 1617 Food Bank Property to use or uses consistent with Company's purposes and operations as a food bank, including but not limited to, expansion(s) of its current operations. The development or improvements are illustrated in Exhibit B. The 1617 Food Bank Property has a home situated on it ("1617 Home"). Food Bank shall make arrangements for demolition of the 1617 Home, its foundation, cement pads, sidewalks (except public sidewalks), and other improved features remaining on 1617 Food Bank Property, and Food Bank shall further make arrangements for the removal of all debris, bringing fill as needed,and leveling to grade.The City shall have no obligations or duties as to the demolition or removal activities. Upon completion of the demolition and removal activities described above as to the 1617 Food Bank Property and the 1633 and 1637 Food Bank Properties, Food Bank shall submit documentation evidencing the total amount of actual costs it incurred for demolition and removal. The City shall reimburse Food Bank up to, but not exceeding, $53,000.00 of the actual costs of demolition and removal that it incurred. 4. Except as amended herein,the Development Agreement(Exhibit A) shall continue unmodified in full force and effect. This Amendment is binding on the parties and the respective successors, assigns, transferees, and legal representatives of each. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute a single instrument. [signatures on next page] IN WITNESS WHEREOF, the parties have executed this Amendment to Development Agreement as of the date first set forth above. EIC ENTERPRISES,LLC, By: ( 0 /5-/2 nge recht Date Managing Member CITY OF WATERLOO,IOWA By: Quentin M. Hart,Mayor Date Attest: Kelley Felchle, City Clerk NORTHEAST IOWA FOOD BANK,INC. By: 1 6/ 71,305 arbara Prather Date Executive Director 1 Docusign Envelope ID:A2154141-201C-404C-ACD2-589D3DFB784C IN WITNESS WHEREOF, the parties have executed this Amendment to Development Agreement as of the date first set forth above. EIC ENTERPRISES, LLC, 9/2/2025 By: Seth Engelbrecht Date Managing Member CITY OF WATERLOO, IOWA ,—DocuSigned by: at tifitA, Rai- 9/2/2025 By: '—Duslswa Quentin :4VIart, Mayor Date "—Signed by: clit Attest: f Kelley Telare, City Clerk NORTHEAST IOWA FOOD BANK, INC. By: LEL I st 'a4-uy`rtcA.� 9/ 7 /.,�d?5 B`'rbara Prather Date Executive Director Docusign Envelope ID:A2154141-201C-404C-ACD2-589D3DFB784C tbcr 2025-04511 RECORDED:04/07/2025 11:33:49 AM RECORDING FEE:$72.00 REVENUE TAX:$ COMBINED FEE:$72.00 SANDIE L.SMITH,RECORDER BLACK HAWK COUNTY,IOWA • Preps ed by Christopher S.Wendlard,P.O.Box 596,Waterloo IA 50704 Phone 319 234-5701 DEVELOPMENT AGREEMENT i=ebrui 9yvelopment Agreement (the "Agreement') is entered into as of • , 2025, by and among EIC Enterprises, LLC (the "Company"), Northeast Iowa Food Bank, Inc. ("Food Bank"), and the City of Waterloo, Iowa (the "City"). RECITALS A. In furtherance of the objectives of Chapter 403 of the Code of Iowa, as amended (the "Urban Renewal Act"), City is engaged in carrying out urban renewal project activities in an area known as the Rath Urban Renewal and Redevelopment Plan Area (the "Rath URA'), pursuant to the Rath • Urban Renewal and Redevelopment Plan (the''Rath Plan"). The Food Bank Properties (defined below) are in the Rath URA. B. Also In furtherance of the objectives of the Urban Renewal Act, City is engaged in carrying out urban renewal project activities in an area known as the University Avenue Area Renewal and Redevelopment Plan Area (the "University URA"), pursuant to the University Avenue Area Urban Renewal and Redevelopment Plan (the "University Plan"). The Property (defined below) is in the University URA. C. Company is willing and able to finance and undertake renovation of structures to be moved to properties legally described on Exhibit "A' attached hereto (the "Property") located in the University URA, and to make related Improvements. D. City considers economic development within the City a benefit to the community and is willing for the overall good and welfare of the community to provide financial incentives so as to encourage that goal, and the City further believes that the project is in the vital and best interests of the City and that the project and such incentives are in accordance with the public purposes and provisions of applicable State and local laws and Docusigr Envelope ID:A2154141-201C-404C-ACD2-589D3DFB784C requirements under which the project has been undertaken and is being • assisted. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: • 1_ Sale of Property; Title. Subject to the terms hereof, City shall convey the Property to Company for the sum of $1.00 (the "Purchase Price") no later than Marco 31, 2025, subject to City's completion of activities described in Section 4. Conveyance shall be by quit claim deed, subject to: (a) easements, servitudes, conditions and restrictions of record; (b) general utility and right-of-way easements serving the Property; and (c) restrictions imposed by the City zoning ordinances and other applicable law. The Property is sold in its "AS IS" condition, and City makes no • representation or warranty as to the condition of the Property or its suitability for • Company's purposes. Company is responsible to conduct its own due diligence and inspections. City shall have no duly 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 shall, at its own expense, prepare an updated abstract of title, or in lieu thereof Company may, at its own expense, obtain whatever form of title evidence it desires. If title is 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 and return the abstract of title to City, 2, Improvements by Company, Each of the Homes (defined in Section 3 below) shall be placed upon an existing separate tax parcel. After the Homes are moved onto the Property, Company shall renovate each Home to a finished slate for single-family residential purposes and make other improvements to the buildings and grounds, including but not limited to sidewalk and parking, and shall be responsible for removal of all construction debris, proper leveling or shaping of groundscape, and grassing and/or landscaping (renovation, construction and finishing as so described are referred to collectively as the "Improvements"). Company agrees that the Improve- ments shall be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. City may require that Company submit specific designs and site plans for City review and approval. Company will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and wilt meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Improvements may be lawfully constructed. The Property, the Improvements, and all site preparation and development-related work to make any of the Property usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project." 2 Docusign Envelope ID:A2154141-201C-404C-ACD2-589D3DF5784C • 3. The Homes. Food Bank is the owner of properties at 1633 and 1637 Lafayette Street,Waterloo(the"Food Bank Properties"),on which are located two homes(the"Homes"). As of the date on which Company commences work at the Food Bank Properties to move the Homes,the Homes shall be deemed the property of Company. From and after said date,Company shall assume all responsibility and liability related to said Homes,the work of Company and Its agents on and about the Food Bank Properties,and the movement of the Homes. To memorialize the transfer of ownership of the Homes,Food Bank and Company may choose to execute a bill of sale or other written Instrument. Food Bank agrees that Company shall have the Homes moved from the Food Bank Properties,subject to possible extension as provided in Section 5.A, Food Bank and Company shall cooperate to give Company and its contractors access to the Homes to prepare them for removal,including but not limited to disconnection of utilities. Following removal of the Homes from the Food Bank Properties,City agrees to demolish the foundations,cement pads,sidewalks(except public sidewalks)and other Improved features remaining on the Food Bank Properties, remove all debris,bring fill as needed,and level the sites to grade. City makes no warranties with respect to any such work. Company agrees to accept the Homes in their AS-IS condition,free from any representation or warranty by Food Bank or City as to the condition of the Homes or their suitability for any particular purpose, 4. City Assistance. In addition to completing the work to be done by City upon the Food Bank Properties,City agrees to make a$10,000.00 infill housing Incentive grant to Company for each Home,payable within sixty(60)days after Company has Substantially Completed(defined In Section 5.A below)the Improvements. 5. Timeliness of Conveyance and Construction;Possibility of Reverter. The parties agree that Company's commitment to undertake the Project and to make the Improvements in a timely manner constitutes a material inducement for the City to convey the Property to Company and that without said commitment City would not do SO, A. Deadlines. Company must obtain all necessary permits to move the Homes no later than June 1,2025(the"Moving Deadline")and must Substantially Complete the Improvements no later than October 31,2025(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 any Project element for which no permit was necessary has 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 extension of the Moving Deadline by up to two(2)months and extension of the Completion Deadline by up to six(6)months. Any additional or longer time extensions will require consent of the City Council. 3 Docusign Envelope ID: A2154141-201C-404C-ACD2-589D3DFB784C • B. Events triUgerinq termination andlor reverter of title. If Company does not move the Homes by the Moving Deadline or Substantially Complete the Improvements by the Completion Deadline, subject to Unavoidable Delays, then City may terminate this Agreement as set forth in Section 17, 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 i reasonable control of Company (each an "Unavoidable Delay"), then Company's . performance requirements shall be tolled for a period of time equal to the period • of Unavoidable Delay. It City terminates this Agreement as provided in Section 17, 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 or to compensate Company for any value added to the Property by any Improvements. In connection with termination of the Agreement as set forth herein, City may demand reconveyance of the Property in addition to exercising • any other available remedies. • 6. Reverter of Title; Indemnity. In the event of any reverter of lille pursuant , to Section 5, then 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 � � securityinterest, ! City title to the Property, free and clear of any lien, claim, charge, , mortgage or encumbrance (collectively, "Liens") arising by or through Company. • Concurrent! with delivery of the deed, Company shall also deliver to City the abstract of i y 11 title. Company shall pay in full, so as to discharge or satisfy, all Liens on or against the � I Property conveyed back to City. 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 of written demand by City, then City shall be authorized to • . execute, on Company's's behalf and as its attorney-in-fact, the special warranty deed or Y and for such limited purpose Company does other documents required by this Section, appoint Cityas its attorne in--fact. hereby irrevocablyconstitute and Y� E Company further agrees ti at it shall indemnify City and hold it harmless with F respect to any demand, claim, cause of action, damage, or injury made, suffered, , or incurred as a result of or in connection withthe Project, Company's any or nature failure to carry on or complete same, or any Lien or Liens on or against the Property type P whatsoever that attaches to the Property by virtue of Company's ownership of same. If I then City files suit to enforce the terms of this Agreement and prevails in such suit, limited to reasonable Company shall be liable for all legal expenses, including but not d to this Company's duties of indemnity pursuant attorneys' fees, incurred by City. Section shall survive the expiration, termination or cancellation of this Agreement for any reason. Limited Exception.tlon. Until the Improvements are 7, No Encumbrances, p Substantially Completed, Company agrees that it shall not create, incur, or suffer to • i Docusign Envelope ID:A2154141-201C-404C-ACD2-589D3DFB784C exist any Liens on the Property, other than such mortgage or mortgages as may be reasonably necessary to finance Company's completion of the Improvements and of which Company notifies City before Company executes any such mortgage. Company may not mortgage the Property or any part thereof for any purpose except in connection with financing of the Improvements. Any other mortgage shall be void. 8. Utilities. Company will be responsible for extending, at its own expense, water, sewer, telephone, telecommunications, electricity, gas and other utility services to any location on the Property and for payment of any associated connection fees. 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 with respect to each phase of Improvements: A. 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 organizations engaged in activities of comparable size and liability exposure, and shall provide evidence of such coverages to the City upon request. B. Until the Improvements are 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. • C. During moving of the Homes and construction of the Improvements, 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 such r• activities. i D. 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 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. 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. • 5 .Docusign Envelope ID:A2154141-201 C-404C-ACD2-589D3DFB784C 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 properly 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. F. The financing commitments,which Company will proceed with due diligence to obtain,to finance the construction of the Improvements will be sufficient to enable Company to successfully complete construction of the Improvements as contemplated in this Agreement,subject to additional costs incurred due to Unavoidable Delays. 12. Representations and Warranties of Food Bank. Food Bank hereby represents and warrants as follows: 6 Docusign Envelope ID: A2154141-201C-404C-ACD2-589D3DFB784C A. Food Bank 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 Food Bank. 13, indemnification and Releases. A. Company hereby releases Food Bank, its officers, directors, employees, and agents (collectively, the "FB Indemnified Parties") from, covenants and agrees that the FB indemnified Parties shall not be liable for, and agrees to indemnify, defend and hold harmless the FB Indemnified Parties • against, any loss or damage to property or any injury to or death of any person (1) occurring at or about the Food Bank Properties in connection with all activities of Company, its employees, contractors and agents, in any way relating to moving the Homes or readying the Homes to be moved, and (2) arising from any feature or condition of a Home. The FB Indemnified Parties shall not be liable for } any damage or injury to the persons or property of Company or its directors, officers, employees, contractors or agents, or any other person who may be about the Food Bank Properties, 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 a FB indemnified Party. B. Company hereby releases City, its elected officials, officers, employees, and agents (collectively, the "City indemnified Parties") from, covenants and agrees that the City Indemnified Parties shall not be liable for, and agrees to indemnify, defend and hold harmless the City Indemnified Parties against, anyloss or damage to property or anyinjury to or death of anyperson g � � � yjv occurring at or about the Property arising after Company's acquisition of the same or resulting from any defect in the improvements. The City Indemnified Parties shall not be liable for any damage or injury to the persons or property of Company or its directors, officers, employees, contractors or agents, or any other person who may be about the 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 a City indemnified Party. C. Except for any willful misrepresentation, any willful misconduct, or any unlawful act of an indemnified party, 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 or Food Bank Docusign Envelope ID:A2154141-201C-404C-ACD2-589D3DFB784C to enforce Company's rights under this Agreement), or (2) the acquisition and condition of the Homes or the Property and the construction, installation, ownership, and operation of the Improvements, or (3) any hazardous substance or environmental contamination located in or on the Property. D. The provisions of this Section shall survive the expiration or termination of this Agreement. 14. Obligations Contingent. Each and every obligation of City under this Agreement is expressly made subject to and contingent upon City's completion of all procedures, hearings and approvals deemed necessary by City or its legal counsel for amendment of the urban renewal plan applicable to the Property and/or project area, all of which must be completed within 180 days from the date this Agreement is approved by the City council. If such completion does not occur, then any conveyance, benefit or incentive of any type provided by City hereunder within said 180-day period is subject to reverter of title, revocation, repayment or other appropriate action to restore such property, benefit or incentive to City, and Company agrees to cooperate diligently and in good faith with any reasonable request by City to effectuate the restoration of same, or failing such restoration Company agrees to be liable for same or for the fair value thereof, plus interest on any sums owing at the rate of 5% per annum commencing with the dale of demand for payment, if said payment is not remitted to City within 30 days. 15. No Assignment or Conveyance. Company agrees that it will not sell, convey, assign or otherwise transfer its interest in the Property prior to completion of the Project, whether in whole or in part, to any other person or entity without the prior written consent of City. Reasonable grounds for the City to withhold its consent shall include but are not limited to the inability of the proposed transferee to demonstrate to the City's satisfaction that it has the financial ability to observe all of the terms to be performed by Company under this Agreement. Notwithstanding the foregoing, Company may mortgage the Property to a lender as security for financing of Project improvements, but for no other purpose 16. 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 construction of the Improvements • to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement; it B. Transfer by Company of any interest (either directly or indirectly) in the Improvements, any part of the Property, or this Agreement, without the prior written consent of City; C. Failure by Company to pay, before delinquency, ail ad valorem property taxes levied on or against any of the Property before the Improvements are Substantially Completed; 8 Docusign Envelope ID:A2154141-201C-404C-ACD2-589D3DFB784C • D. 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, E. Company (1) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the federal bankruptcy law or any similar state law; (2) t • 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 any of Property. F. 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. 17. 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 shalt 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 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, or Company may terminate this Agreement. 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 9 Docusign Envelope ID:A2154141-201C-404C-ACD2-589D3DFB784C provided assurances reasonably satisfactory to the Company that the Event of Default will be cured as soon as reasonably possible. C. Default by Food Bank. Whenever any Event of Default in respect of Food Bank occurs and is continuing, Company may take such action against Food Bank to require it to specifically perform its obligations hereunder, or Company may terminate this Agreement. Before exercising such remedy, • Company shall give 30 days' written notice to Food Bank 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 Food Bank shall not have provided assurances reasonably satisfactory to the Company that the Event of Default will be cured as soon as reasonably possible. D. 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. 18. 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. 19. 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. 20, 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. 10 Docusign Envelope ID:A2154141-201C-404C-ACD2-589D3DFB784C • • • 21. Notices. Any notice under this Agreement shall he in writing and shall be • delivered in person, by overnight air courier service, by United Slates 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, facsimile number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. (b) if to Company, at 515 2nd Street, Evansdale, Iowa 50707, Attention: Seth Engelbrecht. • (c) if to Food sank, at 1605 Lafayette Street, Waterloo, Iowa 50703, 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, (iii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid, or(iv)when transmitted by facsimile so long as the sender obtains • written electronic confirmation from the sending facsimile machine that such transmission was successful. A party may change the address for giving notice by any method set forth in this Section. 22, No Joint Venture. Nothing in this Agreement shall, or shall he 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. 23. Amendment, Modification, and Waiver. No amendment, modification, Ior 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. 24. 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. 11 . Docusign Envelope ID:A2154141-201C-404C-ACD2-589D3DFB784C 25. 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, 26. 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. 27. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 28. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 29. 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. • • • 30. 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 EIC ENTERPRISES, LLC , By: _ a �� � _ ..._ _. . Quentin M. Hart, Mayor , eth Eng echt Managing Member Attest: NORTHEAST IOWA FOOD BANK, INC. Kelley Felchle, City Clerk ByItt-th&L V L arbara Prather • • Executive Director • • 12 Docusign Envelope ID:A2154141-201C-404C-ACD2-589D3DFB784C • • • • • 25. 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 shalt in no way be construed as limiting, extending, or describing either the scope Of intent of this Agreement or of any provisions hereof. 26. 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. 27, Binding Effect. This Agreement shall be binding and shall inure to the • benefit of the parties and their respective successors, assigns, and legal • representatives. • 28. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 29. 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. 30. Time of Essence. 'lime 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 EIC ENTERPRISES, [L.0 Ottertail ; i,a ;3!.SEII` By: �-�� By:, 4 11�� ----------- Quentin M. Hart, Mayor eth Enge4 echt Managing Member CEe �Fe(c1z1 _ r�o Attest; y NORTHEAST IOWA FOOD BANK, INC. Kelley Fetchle, City Clerk By litA.h.(Gta /94- arbara Prather Executive Director • 12 Docusign Envelope ID:A2154141-201C-404C-ACD2-589D3DFB784C • • EXHIBIT "A" Legal Description of Property Lots 6 and 7, Block 16, Downing Place, City of Waterloo, Iowa. I " • • • F ' • • • • • • , Docusign Envelope ID:A2154141-201C-404C-ACD2-589D3DFB784C EXHIBIT B ETE • ,r '~ j i 11 i v-( / I w-, 11 - i ,, I .. 1 r '�� t CEG �� , G 2 y LL 11 T1�1 �`�` j— / r I zY % 1 3, j � 4 IA; \ 5 I i I_ ,1 /� _ Ai g i r • C tr.:, I 1 1. ; y I k i NM N Z H ,..1.C..0 GO a _ a I ' uwun MET • "°• D's""" I DEk ADDITIONS&RENOVATIONS ,E„�,K,° , „ SITE PLAN � [M1LEI3ILRJt EIEVCTtW�'.ECR ' TO THE NORTHEAST IOWA m: „,`, DT""'E°°°°° EMEARCRGENT TLL V MYf TET CD 6DOO TURE . ci0.en TxV59E 23019 -_. i I FOOD BANK D.TE CH8,2ns ttOT::�k ,,,U.E�.. TOD.�,.= DXUS E.CCE1E5 +JOl bd ET. WATERLOO,IOWA K're»-px�oT w�oiin TATE`OM ca iun MEDD EI) (�.O/� WORKING DRAWINGS ,,,,,,� J V T NOT FOR CONSTRUCTION Docusign Envelope ID: A2154141-201C-404C-ACD2-589D3DFB784C Prepared by: Austin J. McMahon, Lange & McMahon, PLC, 222 1st St. E., Independence, IA 50644 (319-334-4488) AMENDMENT TO DEVELOPMENT AGREEMENT This Amendment to Development Agreement (the "Amendment") is entered into as of September 2 , 2025, by and between EIC Enterprises, LLC (the "Company"), Northeast Iowa Food Bank, Inc. ("Food Bank"), and the City of Waterloo, Iowa (the "City"). RECITALS A. Company, Food Bank, and the City (the "Parties") are parties to a certain Development Agreement, dated February 17, 2025, recorded April 7, 2025, and attached hereto as Exhibit A. B. The parties desire to amend and modify the terms of the Development Agreement and execute this Amendment to Development Agreement. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Section 3 of the Development Agreement (titled "The Homes") is hereby stricken in its entirety and replaced with the following: 3. 1633 and 1637 Property/Homes; 1617 Property/Horde, Food Bank owns the real property located at 1633 and 1637 Lafayette Street, Waterloo (the "1633 and 1637 Food Bank Properties"). There is one home situated on the 1633 Lafayette Street property and one home situated on the 1637 Lafayette Street property (collectively, the "1633 and 1637 Homes"). As of the date on which Company commences work at the 1633 and 1637 Food Bank Properties to move the 1633 and 1637 Homes, the 1633 and 1637 Homes shall be deemed the property of Company. Docusign Envelope ID: A2154141-201C-404C-ACD2-589D3DFB784C and 1637 Homes shall be deemed the property of Company. From and after said date, Company shall assume all responsibility and liability related to said 1633 and 1637 Homes, the work of Company and its agents on and about the 1633 and 1637 Food Bank Properties, and the movement of the 1633 and 1637 Homes. To memorialize the transfer of ownership of the Homes, Food Bank and Company may choose to execute a bill of sale or other written instrument. Company shall have the Homes moved from the Food Bank Properties in accordance with the deadline stated in Section 5, subject to possible extension as provided in the same Section 5. Food Bank shall cooperate to give Company and its contractors access to the 1633 and 1637 Homes to prepare them for removal, including but not limited to disconnection of utilities. Company agrees to accept the Homes in their AS -IS condition, free from any representation or warranty by Food Bank or City as to the condition of the Homes or their suitability for any particular purpose. Following removal of the 1633 and 1637 Homes from the 1633 and 1637 Food Bank Properties, Food Bank shall make arrangements for the demolition of the foundations, cement pads, sidewalks (except public sidewalks) and other improved features remaining on the 1633 and 1637 Food Bank Properties, and further shall make arrangements for the removal of all debris, bringing fill as needed, and leveling the sites to grade. The City shall have no obligations or duties as to the demolition or removal activities. Additionally, Food Bank is or will become the owner of the real property locally known as 1617 Lafayette Street, Waterloo, Iowa, legally described as All of Lot No. 12 and Lot No. 13 except the West 18.75 feet in Parkview in the City of Waterloo ("1617 Food Bank Property.") Food Bank is willing and able to undertake or finance improvements or development to put the 1617 Food Bank Property to use or uses consistent with Company's purposes and operations as a food bank, including but not limited to, expansion(s) of its current operations. The development or improvements are illustrated in Exhibit B. The 1617 Food Bank Property has a home situated on it ("1617 Horne"). Food Bank shall make arrangements for demolition of the 1617 Home, its foundation, cement pads, sidewalks (except public sidewalks), and other improved features remaining on 1617 Food Bank Property, and Food Bank shall further make arrangements for the removal of all debris, bringing fill as needed, and leveling to grade. The City shall have no obligations or duties as to the demolition or removal activities. Docusign Envelope ID: A2154141-201C-404C-ACD2-589D3DFB784C Upon completion of the demolition and removal activities described above as to the 1617 Food Ba►ik Property and the 1633 and 1637 Food Bank Properties, Food Bank shall submit documentation evidencing the total amount of actual costs it incurred for demolition and removal. The City shall reimburse Food Bank up to, but not exceeding, $53,000.00 of the actual costs of demolition and removal that it incurred. 4. Except as amended herein, the Development Agreement (Exhibit A) shall continue unmodified in full force and effect. This Amendment is binding on the parties and the respective successors, assigns, transferees, and legal representatives of each. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute a single instrument. [signatures on next page] Docusign Envelope ID: A2154141-201C-404C-ACD2-589D3DFB784C IN WITNESS WHEREOF, the parties have executed this Amendment to Development Agreement as of the date first set forth above. EIC ENTERPRISES, LLC, By: 9/2/2025 Seth Engelbrecht Date Managing Member CITY OF WATERLOO, IOWA e—DocuSigned by: By: Attest: 61AatfitA, (kav'? 9/2/2025 D05t5'7anua Quenti` vi. hart, Mayor Date ,—Signed by: f KeVylc`hle; City Clerk NORTHEAST IOWA FOOD BANK, INC. By: Barbara Prather Executive Director Date 9/ 7 /,9, t'25 Docusign Envelope ID: A2154141-201C-404C-ACD2-589D3DFB784C r*IltYbrr )irkk o ( 'J `oc) 2025-04511 RECORDED: 04/ 07/ 2025 11: 33:49 AM RECORDING FEE: $72.00 REVENUE TAX: $ COMBINED FEE: $72.00 SANDIE L. SMITH, RECORDER BLACK HAWK COUNTY, IOWA PrepaYed by Christopher S. Wendland, P.Q. Box 596, Waterloo IA 50704 Phone (319) 234.5701 DEVELOPMENT AGREEMENT Febru� l velopment Agreement (the "Agreement") is entered into as of , 2025, by and among EIC Enterprises, LLC (the "Company"), Northeast Iowa Food I3ank, Inc. ("Food Bank"), and the City of Waterloo, Iowa (the "City"). RECITALS A. In furtherance of the objectives of Chapter 403 of the Code of Iowa, as amended (the "Urban Renewal Act"), City is engaged in carrying out urban renewal project activities in an area known as the Rath Urban Renewal and Redevelopment Plan Area (the "Rath URA"), pursuant to the Rath Urban Renewal and Redevelopment Plan (the "Rath Plan"). The Food Bank Properties (defined below) are in the Rath URA. B. Also in furtherance of the objectives of the Urban Renewal Act, City is engaged in carrying out urban renewal project activities in an area known as the University Avenue Area Renewal and Redevelopment Plan Area (the "University URA"), pursuant to the University Avenue Area Urban Renewal and Redevelopment Plan (the "University Plan"). The Property (defined below) is in the University URA. C. Company is willing and able to finance and undertake renovation of structures to be moved to properties legally described on Exhibit "A" attached hereto (the "Property") located in the University URA, and to make related Improvements. D. City considers economic development within the City a benefit to the community and is willing for the overall good and welfare of the community to provide financial incentives so as to encourage that goal, and the City further believes that the project is in the vital and best interests of the City and that the project and such incentives are in accordance with the public purposes and provisions of applicable State and Local laws and Docusign Envelope ID: A2154141-201C-404C-ACD2-589D3DFB784C requirements under which the project has been undertaken and is being assisted. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Sale of Property; Title. Subject to the terns hereof, City shall convey the Property to Company for the sum of $1.00 (the "Purchase Price") no later than March 31, 2025, subject to City's completion of activities described in Section 4. Conveyance shall be by quit claim deed, subject to: (a) easements, servitudes, conditions and restrictions of record; (b) general utility and right-of-way easements serving the Property; and (c) restrictions imposed by the City zoning ordinances and other applicable law. The Property is sold in its "AS IS" condition, and City makes no representation or warranty as to the condition of the Property or its suitability for Company's purposes. Company is responsible to conduct its own due diligence and inspections. 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 shall, at its own expense, prepare an updated abstract of title, or in lieu thereof Company may, at its own expense, obtain whatever form of title evidence it desires. If title is 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 and return the abstract of title to City, 2. Improvements by Company. Each of the Homes (defined in Section 3 below) shall be placed upon an existing separate tax parcel. After the Homes are moved onto the Property, Company shall renovate each Horne to a finished slate for single-family residential purposes and make other improvements to the buildings and grounds, including but not limited to sidewalk and parking, and shall be responsible for removal of all construction debris, proper leveling or shaping of groundscape, and grassing and/or landscaping (renovation, construction and finishing as so described are referred to collectively as the "Improvements"). Company agrees that the Improve- ments shall be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. City may require that Company submit specific designs and site plans for City review and approval. 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, alt requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Improvements may be lawfully constructed. The Property, the Improvements, and all site preparation and development -related work to make any of the Property usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project." Docusign Envelope ID: A2154141-201C-404C-ACD2-589D3DFB784C 3. The Homes. Food Bank is the owner of properties at 1633 and 1637 Lafayette Street, Waterloo (the "Food Bank Properties"), on which are Located two homes (the "Homes"). As of the date on which Company commences work at the Food Bank Properties to move the Homes, the Homes shall be deemed the property of Company. From and after said date, Company shall assume all responsibility and liability related to said Homes, the work of Company and its agents on and about the Food Bank Properties, and the movement of the Homes. To memorialize the transfer of ownership of the Homes, Food Bank and Company may choose to execute a bill of sale or other written instrument. Food Bank agrees that Company shall have the Homes moved from the Food Bank Properties, subject to possible extension as provided in Section 5.A, Food Bank and Company shall cooperate to give Company and its contractors access to the Homes to prepare them for removal, including but not limited to disconnection of utilities. Following removal of the Homes from the Food Bank Properties, City agrees to demolish the foundations, cement pads, sidewalks (except public sidewalks) and other improved features remaining on the Food Bank Properties, remove all debris, bring fill as needed, and level the sites to grade. City makes no warranties with respect to any such work. Company agrees to accept the Homes in their AS -IS condition, free from any representation or warranty by Food Bank or City as to the condition of the Homes or their suitability for any particular purpose. 4. City Assistance. In addition to completing the work to be done by City upon the Food Bank Properties, City agrees to make a $10,000.00 infill housing incentive grant to Company for each Home, payable within sixty (60) days after Company has Substantially Completed (defined In Section 5.A below) the Improvements. 5. Timeliness of Conveyance and Construction; Possibility of Reverter. The parties agree that Company's commitment to undertake the Project and to make the Improvements in a timely manner constitutes a material inducement for the City to convey the Property to Company and that without said commitment City would not do so. A. Deadlines, Company must obtain all necessary permits to move the Homes no later than June 1, 2025 (the "Moving Deadline") and must Substantially Complete the improvements no later than October 31, 2025 (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 any Project element for which no permit was necessary has 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 extension of the Moving Deadline by up to two (2) months and extension of the Completion Deadline by up to six (6) months. Any additional or longer time extensions will require consent of the City Council. Docusign Envelope ID: A2154141-201C-404C-ACD2-589D3DFB784C B. Events triggering termination and/or reverter of title. if Company does not move the Homes by the Moving Deadline or Substantially Complete the Improvements by the Completion Deadline, subject to Unavoidable Delays, then City may terminate this Agreement as set forth in Section 17, 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"), then Company's performance requirements shall be tolled for a period of time equal to the period of Unavoidable Delay. If City terminates this Agreement as provided in Section 17, 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 or to compensate Company for any value added to the Property by any Improvements. In connection with termination of the Agreement as set forth herein, City may demand reconveyance of the Property in addition to exercising any other available remedies. 6. Reverter of Title; Indemnity, hi the event of any reverter of title pursuant to Section 5, then Company agrees that i1 shall, at its own expense, promptly execute all documents, including but not limited to a special warranty deed, or take such other actions as the City may reasonably request to effectuate said reverter and to deliver to City title to the Property, free and clear of any lien, claim, charge, security interest, mortgage or encumbrance (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 conveyed back to City. 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 of written demand by City, then City shall he 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. Company further agrees that it shall indemnify City and hold it harmless with respect to any demand, claim, cause of action, damage, or injury made, suffered, or incurred as a result of or in connection with the Project, Company's failure to carry on or complete same, or any Lien or Liens on or against the Property of any type or nature whatsoever that attaches to the Property by virtue of Company's ownership of same. If City files suit to enforce the terms of this Agreement and prevails in such suit, then Company shall be liable for all legal expenses, including but not limited to reasonable attorneys' fees, incurred by City. Company's duties of indemnity pursuant to this Section shall survive the expiration, termination or cancellation of this Agreement for any reason. 7, No Encumbrances; Limited Exception. Until the improvements are Substantially Completed, Company agrees that it shall not create, incur, or suffer to 4 Docusign Envelope ID: A2154141-201C-404C-ACD2-589D3DFB784C exist any Liens on the Property, other than such mortgage or mortgages as may be reasonably necessary to finance Company's completion of the Improvements and of which Company notifies City before Company executes any such mortgage. Company may not mortgage the Property or any part thereof for any purpose except in connection with financing of the Improvements. Any other mortgage shall be void. 8, Utilities, Company will be responsible for extending, at its own expense, water, sewer, telephone, telecommunications, electricity, gas and other utility services to any location on the Property and for payment of any associated connection fees, 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 with respect to each phase of Improvements: A. 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 organizations engaged in activities of comparable size and liability exposure, and shall provide evidence of such coverages to the City upon request. B. Until the Improvements are Substantially Completed, Company shall make such reports to Gity, 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. C. During moving of the Homes and construction of the Improvements, 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 such activities. D. 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 ar the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, properly, operations. or condition. financial or otherwise, of Company. 10. Representations and Warranties of City, City hereby represents and warrants as follows: A. Gity is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. Docusign Envelope ID: A2154141-201C-404C-ACD2-589D3DFB784C 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 Slate 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. F. The financing commitments, which Company will proceed with due diligence to obtain, to finance the construction of the Improvements will be sufficient to enable Company to successfully complete construction of the Improvements as contemplated in this Agreement, subject to additional costs incurred due to Unavoidable Delays. 12. Representations and Warranties of Food Bank. Food Bank hereby represents and warrants as follows: Docusign Envelope ID: A2154141-201C-404C-ACD2-589D3DFB784C A. Food Bank 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 Food Bank. 13. Indemnification and Releases. A. Company hereby releases Food Bank, its officers, directors, employees, and agents (collectively, the "FB Indemnified Parties") from, covenants and agrees that the FB Indemnified Parties shall not be liable for, and agrees to indemnify, defend and hold harmless the FB Indemnified Parties against, any loss or damage to property or any injury to or death of any person (1) occurring at or about the Food Bank Properties in connection with all activities of Company, its employees, contractors and agents, in any way relating to moving the Homes or readying the Homes to be moved, and (2) arising from any feature or condition of a Home. The FB Indemnified Parties shall not he 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 he about the Food Bank Properties, 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 a FB Indemnified Party. B. Company hereby releases City, its elected officials, officers, employees, and agents (collectively, the "City indemnified Parties") from, covenants and agrees that the City Indemnified Parties shall not be liable for, and agrees to indemnify, defend and hold harmless the City Indemnified Parties against, any loss or damage to property or any injury to or death of any person occurring at or about the Property arising after Company's acquisition of the same or resulting from any defect in the Improvements, The City Indemnified Parties shall not be liable for any damage or injury to the persons or property of Company or its directors, officers, employees, contractors or agents, or any other person who may be about the 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 a City Indemnified Party. C. Except for any willful misrepresentation, any willful misconduct, or any unlawful act of an indemnified party, 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 or Food Bank 7 Docusign Envelope ID: A2154141-201C-404C-ACD2-589D3DFB784C to enforce Company's rights under this Agreement), or (2) the acquisition and condition of the Homes or the Property and the construction, installation, ownership, and operation of the Improvements, or (3) any hazardous substance or environmental contamination located in or on the Property. D. The provisions of this Section shall survive the expiration or termination of this Agreement. 14. Obligations Contingent. Each and every obligation of City under this Agreement is expressly made subject to and contingent upon City's completion of all procedures, hearings and approvals deemed necessary by City or its legal counsel for amendment of the urban renewal plan applicable to the Property and/or project area, all of which must be completed within 180 days from the date this Agreement is approved by the City council. If such completion does not occur, then any conveyance, benefit or incentive of any type provided by City hereunder within said 180-day period is subject to reverter of title, revocation, repayment or other appropriate action to restore such property, benefit or incentive to City, and Company agrees to cooperate diligently and in good faith with any reasonable request by City to effectuate the restoration of same, or failing such restoration Company agrees to be liable for same or for the fair value thereof, plus interest on any sums owing at the rate of 5°/0 per annum commencing with the date of demand for payment, if said payment is not remitted to City within 30 days. 15. No Assignment or Conveyance. Company agrees that it will not sell, convey, assign or otherwise transfer its interest in the Property prior to completion of the Project, whether in whole or in part, to any other person or entity without the prior written consent of City. Reasonable grounds for the City to withhold its consent shall include but are not limited to the inability of the proposed transferee to demonstrate to the City's satisfaction that it has the financial ability to observe all of the terms to be performed by Company under this Agreement. Notwithstanding the foregoing, Company may mortgage the Property to a lender as security for financing of Project improvements, but for no other purpose 16, 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 construction of 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, any part of the Property, or this Agreement, without the prior written consent of City; C. Failure by Company to pay, before delinquency, all ad valorem property taxes levied on or against any of the Property before the Improvements are Substantially Completed; Docusign Envelope ID: A2154141-201C-404C-ACD2-589D3DFB784C ti D. 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, E. Company (1) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the federal bankruptcy law or any similar state law; (2) makes an assignment for the benefit of its creditors; (3) admits in writing its inability to pay its debts generally as they become due; (4) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of Company as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of Company, or part thereof, shall be appointed in any proceedings brought against Company and shall not be discharged within ninety (90) days after such appointment, or if Company shall consent to or acquiesce in such appointment; or (5) defaults under any mortgage applicable to any of Property. F. 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. 17. 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 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, or Company may terminate this Agreement. 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 9 Docusign Envelope ID: A2154141-201C-404C-ACD2-589D3DFB784C provided assurances reasonably satisfactory to the Company that the Event of Default will be cured as soon as reasonably possible. C. Default by Food Bank. Whenever any Event of Default in respect of Food Bank occurs and is continuing, Company may take such action against Food Bank to require it to specifically perform its obligations hereunder, or Company may terminate this Agreement. Before exercising such remedy, Company shall give 30 days' written notice to Food Bank of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or it the Event of Default cannot reasonably be cured within 30 days and Food Bank shall not have provided assurances reasonably satisfactory to the Company that the Event of Default will be cured as soon as reasonably possible. D. 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, shalt not be construed as a waiver of any other or any subsequent default and shall not impair any such right or power. 18. Materiality of Company's Promises, Covenants, Representations, and Warranties. Each and every promise, covenant, representation, and warranty set forth in this Agreement an the part of Company to be performed is a material terrn 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. 19. 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, al! 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. 20. 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. 10 Docusign Envelope ID: A2154141-201C-404C-ACD2-589D3DFB784C 21. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight air courier service, by United Slates 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, facsimile number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. (b) if to Company, at 515 2nd Street, Evansdale, Iowa 50707, Attention: Seth Engelbrecht. (c) if to Food Bank, at 1605 Lafayette Street, Waterloo, Iowa 50703, 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, (iii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid, or (iv) when transmitted by facsimile so long as the sender obtains written electronic confirmation from the sending facsimile machine that such transmission was successful. A party may change the address for giving notice by any method set forth in this Section. 22. 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. 23. 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. 24. 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. 11 Docusign Envelope ID: A2154141-201C-404C-ACD2-589D3DFB784C 25. 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, 26_ 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 rater ialty to the preparation of each and every provision of this Agreement. 27. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 28. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 29. 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. 30. Time of Essence. Time is of the essence of this Agreement IN WTNESS 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 EIC ENTERPRISES, LLC By: By: Quentin M. Hart, Mayor eth Enge4fecht Managing Member Attest: NORTHEAST IOWA FOOD BANK, INC. Kelley Felchle, City Clerk 12 By: u.f-toff- rz,, Barbara Prather Executive Director Docusign Envelope ID: A2154141-201C-404C-ACD2-589D3DFB784C 25. 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. 26. 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. 27. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 28. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 29. 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. 30. Time of Essence. Time is of the essence of this Agreement. IN WTNESS WHEREOF, the parties have executed this Development Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA By: Otte/tart 5-lart 's,cti'fB' Quentin M. Hart, Mayor Attest: 7(perey rFefcf (e �: Kelley Fetchle, City Clerk 12 EIC ENTERPRISES, LLC Managing Member NORTHEAST IOWA FOOD BANK, INC. a cu�G.�u eKeL,�rzv�. arbara Prather Executive Director Docusign Envelope ID: A2154141-201C-404C-ACD2-589D3DFB784C EXHIBIT "A" Legal Description of Property Lots 6 and 7, Block 16, Downing Place, City of Waterloo, Iowa. Docusign Envelope ID: A2154141-201C-404C-ACD2-589D3DFB784C EXHIBIT B SITE PLAN PR0.ECrN HER 23019 FATE MARCH 8, 2025 No. Description ;i Dale ADDITIONS & RENOVATIONS TO THE NORTHEAST IOWA FOOD BANK LM 5.1'! 91, m ws2vs 1 v• SIRUCT RAJ. Er,EER ALC.ESS CRY. STATE WOLO Loow333w KO-V CAUELECTFCKBf.dEBi FP...3M woes .r.Cr.ESS 211 E. r,. St CRT. STATE ®XO tc�Sa:33 E33OMOPX 1,41 EMERGENT A0CIfT£CTU0E ED C.04 WORKING DRAWINGS WATERLOO, IOWA NOT FOR CONSTRUCTION s33Ew sr. MAR F.A LSN4iz3