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HomeMy WebLinkAboutHabitat_for_Humanity_DA_w_Demolition_Agmnt_-_(RECORDED) 212_OAKLAWN_-_10.20.2025 Docuagn Envelope ID:9CCE78DA-7F59-4322-BCA8-0C8C8C479D40 2025-17491 RECORDED:11/26/2025 12:40:01 PM RECORDING FEE:$47.00 REVENUE TAX:$ COMBINED FEE:$47.00 SANDIE L.SMITH,RECORDER BLACK HAWK COUNTY,IOWA 1 Prepare}: Austin J McMahon.Lange&McMahon,PLC,222 1st St.E.,Independence,IA 50644 (319)334-4488 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 October 20 , 2025, by and between Iowa Heartland Habitat for Humanity ("Company"),and the City of Waterloo,Iowa("City"). RECITALS A. Company is the owner of,or is in the process of becoming the owner of,certain real property that is identified on Exhibit"A"attached hereto(the"Property").Company is willing and able to finance and undertake new residential construction and/or development on the Property and to make related improvements("Improvements"or"Project"). B. City considers residential development within the City to be 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 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. Improvements by Company. Company shall construct on the Property two single-family dwellings, or alternatively a duplex, to a finished state, including sidewalk, garage and driveway,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"). The Improvements shall be constructed in accordance with the terms of this Agreement, all Docusign Envelope ID:9CCE78DA-7F59-4322-BCA8-0C8C8C479D40 applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. Company shall submit specific plans, building designs and site plans for City review and approval before the commencement of construction and shall not substantially deviate from such plans, specifications or designs. Company will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Improvements may be lawfully constructed. The Property, the Improvements, and all site preparation and development-related work to be undertaken and completed by Company under this Agreement are collectively referred to as the "Project." 2. Timeliness of Construction; Possibility of Termination. The parties agree that Company's commitment to cause the Project to be undertaken and to construct the Improvements in a timely manner constitutes a material inducement for the City to 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 must Substantially Complete construction of the Improvements within three (3)years after the date of this Agreement (the "Completion Deadline"). For purposes of this Agreement, "Substantially Complete" means the date on which 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 completed to City's reasonable satisfaction. All deadlines are subject to Unavoidable Delays as defined in paragraph B below. The City's Community Planning and Development Director may, but shall not be required to, consent to an extension of the Completion Deadline of up to six (6) months. Any additional or longer time extensions will require consent of the City Council. B. Events triggering termination. 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 9, 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 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 9, 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. In connection with termination of the Agreement as set forth herein, City may demand reimbursement of any sums paid to or for the benefit of Company in connection with the Project, in addition to exercising any other available remedies. 2 Docusign Envelope ID:9CCE78DA-7F59-4322-BCA8-0C8C8C479D40 3. Utilities. Company will be responsible for extending water, sewer, telephone, telecommunications, electricity, gas and other utility services from street right of way to any location on the Property and for payment of any associated connection fees. 4. City Incentives. To aid the Project, City agrees to provide the following assistance: A. Acquisition Grant. City will pay to Company a grant in an amount not greater than $28,750.00 in connection with Company's acquisition of the Property, payable within sixty(60)days after Company provides proof of closing on the Property. B. Demolition. City is willing and agrees, subject to the terms of a Demolition Agreement to be executed by the parties, to demolish structures, foundations, cement pads, sidewalks (except public sidewalks) and other improved features on the Property, and further agrees to remove all debris, bring fill as needed, and level the sites to grade. C. Infill Housing Grant. As provided in the City's infill housing policy, City will pay Company a grant of up to $15,000 ($7,500.00 per unit) within thirty (30) days after Company has Substantially Completed the Improvements and has obtain final inspection on all permits obtained for the Project. 5. Additional Covenants of Company. In addition to the other promises, covenants and agreements of Company as provided elsewhere in this Agreement, Company agrees as follows: A. Until the Improvements have been Substantially Completed, Company shall make such reports to City, in such detail and at such times as may be reasonably requested by City, as to the actual progress of Company with respect to construction of the Improvements. B. Company will comply with all applicable land development laws and City and county ordinances, and all laws, rules and regulations relating to its businesses, other than laws, rules and regulations where the failure to comply with the same, or where the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, or condition, financial or otherwise, of Company. C. Company will cooperate fully with the City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Improvements. D. Company agrees during construction of the Improvements to maintain, as applicable, builder's risk, property damage, and liability insurance coverages with respect to the Improvements in such amounts as are customarily carried by like companies engaged in activities of comparable size and liability exposure, and shall provide evidence of such coverages to the City upon request. 6. 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. 3 Docusign Envelope ID:9CCE78DA-7F59-4322-BCA8-0C8C8C479D40 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. 7. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. It is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good standing under the laws of the State of Iowa. B. It has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement. C. This Agreement has been duly and validly authorized, executed and delivered by Company and, assuming due authorization, execution and delivery by the other parties hereto, is in full force and effect and is a valid and legally binding instrument of Company that is enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. D. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization or operating agreement of Company or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Company is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. E. There are no actions, suits or proceedings pending or threatened against or affecting Company in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Company or which in any manner raises any questions affecting the validity of the Agreement or Company's ability to perform its obligations under this Agreement. 8. 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 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 4 Docusign Envelope ID:9CCE78DA-7F59-4322-BCA8-0C8C8C479D40 for the benefit of its creditors; (3) admits in writing its inability to pay its debts generally as they become due; (4) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of Company as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of Company, or part thereof, shall be appointed in any proceedings brought against Company and shall not be discharged within ninety (90) days after such appointment, or if Company shall consent to or acquiesce in such appointment; or(5)defaults under any mortgage applicable to the Property; or E. Any representation or warranty made by Company in this Agreement, or made by Company in any written statement or certificate furnished by Company pursuant to this Agreement, shall prove to have been incorrect, incomplete or misleading in any material respect on or as of the date of the issuance or making thereof. 9. 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. 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. 10. 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 Property, due to any act of negligence or willful misconduct of any person, other than any act of negligence or 5 Docusign Envelope ID:9CCE78DA-7F59-4322-BCA8-0C8C8C479D40 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 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. 11. 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. 12. 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. 13. 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. 14. 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. 6 Docusign Envelope ID:9CCE78DA-7F59-4322-BCA8-0C8C8C479D40 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. 15. 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. 16. 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. 17. 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. 18. 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. 19. 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. 20. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 21. 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. 7 Docusign Envelope ID:9CCE78DA-7F59-4322-BCA8-0C8C8C479D40 22. 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. 23. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA IOWA HEARTLAND HABITAT FOR HUMANITY DocuSigned by: ,—Signed by: By: t oc 2 D7SAncaa:s By: —o n34 Quentin Hart, Mayor Ali Parrish, Executive Director Signed by: KelleAttest: F`L` ` ' rbuc r c 4;n Kelley`felcnle, City Clerk 8 Docusign Envelope ID: 9CCE78DA-7F59-4322-BCA8-0C8C8C479D40 EXHIBIT "A" Property Description The North 34 feet of the South 63 feet of Lot 5, and North 34 feet of South 63 feet of East 40 feet of Lot 4 in Block 3 in "First Addition to Oak Lawn" in Waterloo, Iowa. AND The North 34 feet of the South 97 feet of Lot 5, and the North 34 feet of the South 97 feet of the East 40 feet of Lot 4, in Block 3, in "First Addition to Oak Lawn" in Waterloo, Iowa. AND The East 40 feet of the South 29 feet of Lot 4 and the South 29 feet of Lot 5 in Block 3 in "First Addition to Oak Lawn" in Waterloo, Iowa. AND The West 30 feet of the East 40 feet and South 29 feet of Lot 4 in Block 3 in "First Addition to Oak Lawn" in Waterloo, Iowa. Docusign Envelope ID: 9CCE78DA-7F59-4322-BCA8-0C8C8C479D40 Preparer: Austin J McMahon, Lange & McMahon, PLC, 222 1st St. E., Independence, IA 50644 (319) 334-4488 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 October 20 , 2025, by and between Iowa Heartland Habitat for Humanity ("Company"), and the City of Waterloo, Iowa ("City"). RECITALS A. Company is the owner of, or is in the process of becoming the owner of, certain real property that is identified on Exhibit "A" attached hereto (the "Property"). Company is willing and able to finance and undertake new residential construction and/or development on the Property and to make related improvements ("Improvements" or "Project"). B. City considers residential development within the City to be 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 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. Improvements by Company. Company shall construct on the Property two single-family dwellings, or alternatively a duplex, to a finished state, including sidewalk, garage and driveway, 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"). The Improvements shall be constructed in accordance with the terms of this Agreement, all Docusign Envelope ID: 9CCE78DA-7F59-4322-BCA8-0C8C8C479D40 applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. Company shall submit specific plans, building designs and site plans for City review and approval before the commencement of construction and shall not substantially deviate from such plans, specifications or designs. Company will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Improvements may be lawfully constructed. The Property, the Improvements, and all site preparation and development -related work to be undertaken and completed by Company under this Agreement are collectively referred to as the "Project." 2. Timeliness of Construction; Possibility of Termination. The parties agree that Company's commitment to cause the Project to be undertaken and to construct the Improvements in a timely manner constitutes a material inducement for the City to 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 must Substantially Complete construction of the Improvements within three (3) years after the date of this Agreement (the "Completion Deadline"). For purposes of this Agreement, "Substantially Complete" means the date on which 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 completed to City's reasonable satisfaction. All deadlines are subject to Unavoidable Delays as defined in paragraph B below. The City's Community Planning and Development Director may, but shall not be required to, consent to an extension of the Completion Deadline of up to six (6) months. Any additional or longer time extensions will require consent of the City Council. B. Events triggering termination. 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 9, 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 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 9, 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. In connection with termination of the Agreement as set forth herein, City may demand reimbursement of any sums paid to or for the benefit of Company in connection with the Project, in addition to exercising any other available remedies. 2 Docusign Envelope ID: 9CCE78DA-7F59-4322-BCA8-0C8C8C479D40 3. Utilities. Company will be responsible for extending water, sewer, telephone, telecommunications, electricity, gas and other utility services from street right of way to any location on the Property and for payment of any associated connection fees. 4. City Incentives. To aid the Project, City agrees to provide the following assistance: A. Acquisition Grant. City will pay to Company a grant in an amount not greater than $28,750.00 in connection with Company's acquisition of the Property, payable within sixty (60) days after Company provides proof of closing on the Property. B. Demolition. City is willing and agrees, subject to the terms of a Demolition Agreement to be executed by the parties, to demolish structures, foundations, cement pads, sidewalks (except public sidewalks) and other improved features on the Property, and further agrees to remove all debris, bring fill as needed, and level the sites to grade. C. Infill Housing Grant. As provided in the City's infill housing policy, City will pay Company a grant of up to $15,000 ($7,500.00 per unit) within thirty (30) days after Company has Substantially Completed the Improvements and has obtain final inspection on all permits obtained for the Project. 5. Additional Covenants of Company. In addition to the other promises, covenants and agreements of Company as provided elsewhere in this Agreement, Company agrees as follows: A. Until the Improvements have been Substantially Completed, Company shall make such reports to City, in such detail and at such times as may be reasonably requested by City, as to the actual progress of Company with respect to construction of the Improvements. B. Company will comply with all applicable land development laws and City and county ordinances, and all laws, rules and regulations relating to its businesses, other than laws, rules and regulations where the failure to comply with the same, or where the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, or condition, financial or otherwise, of Company. C. Company will cooperate fully with the City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Improvements. D. Company agrees during construction of the Improvements to maintain, as applicable, builder's risk, property damage, and liability insurance coverages with respect to the Improvements in such amounts as are customarily carried by like companies engaged in activities of comparable size and liability exposure, and shall provide evidence of such coverages to the City upon request. 6. 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. 3 Docusign Envelope ID: 9CCE78DA-7F59-4322-BCA8-0C8C8C479D40 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. 7. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. It is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good standing under the laws of the State of Iowa. B. It has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement. C. This Agreement has been duly and validly authorized, executed and delivered by Company and, assuming due authorization, execution and delivery by the other parties hereto, is in full force and effect and is a valid and legally binding instrument of Company that is enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. D. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization or operating agreement of Company or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Company is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. E. There are no actions, suits or proceedings pending or threatened against or affecting Company in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Company or which in any manner raises any questions affecting the validity of the Agreement or Company's ability to perform its obligations under this Agreement. 8. 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 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 4 Docusign Envelope ID: 9CCE78DA-7F59-4322-BCA8-0C8C8C479D40 for the benefit of its creditors; (3) admits in writing its inability to pay its debts generally as they become due; (4) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of Company as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of Company, or part thereof, shall be appointed in any proceedings brought against Company and shall not be discharged within ninety (90) days after such appointment, or if Company shall consent to or acquiesce in such appointment; or (5) defaults under any mortgage applicable to the Property; or E. Any representation or warranty made by Company in this Agreement, or made by Company in any written statement or certificate furnished by Company pursuant to this Agreement, shall prove to have been incorrect, incomplete or misleading in any material respect on or as of the date of the issuance or making thereof. 9. 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. 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. 10. 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 Property, due to any act of negligence or willful misconduct of any person, other than any act of negligence or 5 Docusign Envelope ID: 9CCE78DA-7F59-4322-BCA8-0C8C8C479D40 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 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. 11. 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. 12. 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. 13. 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. 14. 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. 6 Docusign Envelope ID: 9CCE78DA-7F59-4322-BCA8-0C8C8C479D40 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. 15. 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. 16. 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. 17. 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. 18. 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. 19. 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. 20. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 21. 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. 7 Docusign Envelope ID: 9CCE78DA-7F59-4322-BCA8-0C8C8C479D40 22. 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. 23. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA IOWA HEARTLAND HABITAT FOR HUMANITY By: SignedD by: �D052¢D78A C8dd9. By: @ Quentin Hart, Mayor Ali �arnshD4, gxecutive Director DocuSigned by: l &u&Mi , (kart Attest: p—Signed by: Kelley f Kelleyelclile; City Clerk 8 Docusign Envelope ID: 9CCE78DA-7F59-4322-BCA8-0C8C8C479D40 EXHIBIT "A" Property Description The North 34 feet of the South 63 feet of Lot 5, and North 34 feet of South 63 feet of East 40 feet of Lot 4 in Block 3 in "First Addition to Oak Lawn" in Waterloo, Iowa. AND The North 34 feet of the South 97 feet of Lot 5, and the North 34 feet of the South 97 feet of the East 40 feet of Lot 4, in Block 3, in "First Addition to Oak Lawn" in Waterloo, Iowa. AND The East 40 feet of the South 29 feet of Lot 4 and the South 29 feet of Lot 5 in Block 3 in "First Addition to Oak Lawn" in Waterloo, Iowa. AND The West 30 feet of the East 40 feet and South 29 feet of Lot 4 in Block 3 in "First Addition to Oak Lawn" in Waterloo, Iowa. Docusign Envelope ID: 9CCE78DA-7F59-4322-BCA8-0C8C8C479D40 DEMOLITION AGREEMENT This Demolition Agreement (the "Agreement") is entered into effective as of October 20 , 2025, by and between Iowa Heartland Habitat for Humanity ("Company"), and the City of Waterloo, Iowa ("City"). RECITALS A. Company currently owns or will acquire ownership of the real property described in Exhibit A ("Property"). B. Company and City are parties to a certain Development Agreement, and in furtherance of said Development Agreement, City is willing and agrees, subject to the terms of this Agreement, to demolish structures, foundations, cement pads, sidewalks (except public sidewalks) and other improved features on the Property, and further agrees to remove all debris, bring fill as needed, and level the sites to grade.. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises exchanged herein, and for other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. City Obligations. City agrees to demolish structures, foundations, cement pads, sidewalks (except public sidewalks) and other improved features on the Property, and further agrees to remove all debris, bring fill as needed, and level the sites to grade. City makes no warranties with respect to any to such work, and disclaims all warranties, express or implied. 2. Company Obligations; Indemnity. Company agrees to allow the City of Waterloo, its officials, officers, employees, contractors and agents to enter the Property to perform and complete its Obligations. Company agrees to indemnify and hold harmless the City, its officials, officers, employees, contractors and agents (the "indemnified parties"), with respect to any and all claims for injuries, death, property damage, property loss or otherwise arising from or in connection with the acts or omissions of the indemnified parties in connection or pursuant to this Agreement, except those claims arising out of the negligent acts or omissions or willful misconduct of the indemnified parties or non-compliance or violation of applicable law by an indemnified party. 3. City's Obligations Contingent. Each and every Obligation of City under this Agreement is subject to and contingent upon City's completion of any and all procedures, hearings, and approvals deemed necessary by City or its legal counsel to perform its Obligations. 4. 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, and addressed: (a) If to City, 715 Mulberry Street, Waterloo, Iowa 50703, Attention: Mayor, with 2 Docusign Envelope ID: 9CCE78DA-7F59-4322-BCA8-0C8C8C479D40 copies to the City Attorney and 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, (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. 5. Miscellaneous Provisions. This Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement is the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior understandings or agreements relating to the subject matter hereof, whether oral or written, and this Agreement may not be modified except by the mutual written agreement of both parties. 6. 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. IN WITNESS WHEREOF, the parties have executed this Demolition Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA IOWA HEARTLAND HABITAT FOR HUMANITY DocuSigned by: Signed by: y D0525D78AAC�490 y DD6335E80BD4C6 Quentin M. Hart, Mayor Signed by: f Attest: 1-1-e013COEFDC6,1AB .. Kelley Felchle, City Clerk Title: Executive Director 3 Docusign Envelope ID: 9CCE78DA-7F59-4322-BCA8-0C8C8C479D40 EXHIBIT A Property Description The North 34 feet of the South 63 feet of Lot 5, and North 34 feet of South 63 feet of East 40 feet of Lot 4 in Block 3 in "First Addition to Oak Lawn" in Waterloo, Iowa. AND The North 34 feet of the South 97 feet of Lot 5, and the North 34 feet of the South 97 feet of the East 40 feet of Lot 4, in Block 3, in "First Addition to Oak Lawn" in Waterloo, Iowa. AND The East 40 feet of the South 29 feet of Lot 4 and the South 29 feet of Lot 5 in Block 3 in "First Addition to Oak Lawn" in Waterloo, Iowa. AND The West 30 feet of the East 40 feet and South 29 feet of Lot 4 in Block 3 in "First Addition to Oak Lawn" in Waterloo, Iowa. 4