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HomeMy WebLinkAboutHabitat_for_Humanity_-_DA_and_Demolition_Agreement_(420_Bayard_St)_-_11.3.2025Docusign Envelope ID: DE331357-071F-41FD-BF66-D242EA5D95BC Preparer: Austin J. McMahon, Lange & McMahon, PLC, 222 1st St. E., Independence, IA (319) 234-5701 After recording, return to Community Planning & Development, 715 Mulberry Street, Waterloo, IA 50703. DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of this 3rd , day of November 2025, by and between Iowa Heartland Habitat for Humanity ("Company"), and the City of Waterloo, Iowa ("City"). RECITALS A. Company is the owner of the real property legally described in Exhibit A (the "Property"). B. Company is willing and able to finance the developments, improvements, or rehabilitation ("Improvements" or "Project") as provided in this Agreement on the Property. C. City considers infill residential development within the City to be a benefit to the community and is willing, in furtherance of promoting the overall good and welfare of the community, to provide financial incentives to encourage and facilitate the same. City believes that such development is in the vital and best interests of the City and is in accordance with the public purposes and provisions of applicable State and local laws and requirements AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Sale of Property; Title. Subject to the terms hereof, City shall convey the Property to Company in its as -is condition for the sum of $1.00 ("Purchase Price"). Conveyance shall be by quitclaim deed. Without limiting the foregoing, the conveyance to Company shall be subject to (a) easements, servitudes, conditions and restrictions of record; (b) general utility and right-of-way easements sending the Property; (c) restrictions imposed by the City zoning ordinances and other applicable law; and (d) the terms of this Agreement, including a possibility of reverter. City shall have no duty to convey title to Company until Company delivers to City reasonable and satisfactory proof of financial ability to undertake and carry on the Improvements (defined below), which may take the form of a lending commitment letter. Company may, at its own expense, prepare an updated abstract of title or may, at its own expense, obtain whatever form of title evidence it desires. 2. Improvements by Company. Company acknowledges that it has had a reasonable opportunity to inspect the Property and to conduct other due diligence related to the Docusign Envelope ID: DE331357-071F-41FD-BF66-D242EA5D95BC Project. Company agrees to accept the Property in its "as is" condition, without any warranty from City, expressed or implied, as to its condition, its marketability, or its fitness for any particular purpose. There is currently a residential home situated on the Property which, subject to the terms of the Demolition Agreement appended hereto as Exhibit B, shall be demolished by the City. Within three (3) years of the completion of demolition in accordance with the Demolition Agreement, the Company, at its own cost and expense, shall construct a single-family dwelling on the Property to a finished state, including sidewalk, and shall be responsible for removal of all construction debris, proper leveling or shaping of groundscape, and grassing and/or landscaping (construction and finishing as so described are referred to collectively as the "Improvements" or the "Project"). The Improvements shall be constructed in accordance with the terms of this Agreement, all applicable City, state, and federal building codes, and shall comply with all applicable City ordinances and other applicable law. Company shall submit specific plans, building designs, and site plans for City review and approval before the undertaking the Improvements and shall not substantially deviate from such plans, specifications, or designs. Company will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Improvements may be lawfully constructed. 2. Timeliness of Improvements; Unavoidable Delays; Possibility of Reverter. The parties agree that Company's commitment to perform the Improvements in a timely manner constitutes a material inducement for the City to extend the incentives provided for in this Agreement, and that without said commitment City would not do so. A. Deadlines. Subject to Unavoidable Delays (defined below), Company must obtain all applicable permits and Substantially Complete the Improvements within three (3) years from the completion of demolition in accordance with the terms of the Demolition Agreement. The term "Substantially Complete" means that the Improvements have been completed to the extent required or necessary in order for the City to issue a certificate of occupancy relating thereto and the City has verified that Improvements or Project elements for which no permit was necessary have been substantially completed. The City's Community Planning and Development Director may, but shall not be required to, consent to an extension of time of up to six (6) months for the construction of any phase of the Improvements. Any additional or longer time extensions will require consent of the City Council. B. Events Triggering Termination and/or Reverter of Title. If Company does not begin or Substantially Complete construction of the Improvements on the schedule(s) stated above, subject to Unavoidable Delays, then City may terminate this Agreement, and City shall then have no further obligation to Company under this Agreement. In connection with the termination of this Agreement by the City, and in addition to any other remedies available to the City under this Agreement, the parties agree that the City is entitled to have title to the Property conveyed to it, and Company agrees that it shall, at its own expense, promptly execute all documents, including but not limited to, a special warranty deed, or take such other actions as the City may reasonably request to effectuate said conveyance and to deliver to City title to the Property, free and clear of any lien, claim, charge, security interest, mortgage or encumbrance, or past -due or currently due property taxes (collectively, "Liens") arising by or through Company. Concurrently with delivery of the deed, Company shall also deliver to City the abstract of title. Company shall pay in full, so as to discharge or satisfy, all Liens on or against the Property. Appointment of Attorney in Fact: If Company fails to deliver such documents, including but not limited to a special warranty deed, to City within thirty (30) days after written demand by City, then 2 Docusign Envelope ID: DE331357-071F-41FD-BF66-D242EA5D95BC City shall be authorized to execute, on Company's behalf and as its attorney -in -fact, the special warranty deed or other documents required by this Section, and for such limited purpose Company does hereby irrevocably constitute and appoint City as its attorney -in - fact. C. Unavoidable Delays. If development has commenced within the required period, as the same may be extended, and is subsequently stopped or delayed as a result of an act of God, war, civil disturbance, court order, labor dispute, fire, inclement weather, winter conditions, or other cause beyond the reasonable control of Company (each an "Unavoidable Delay"), the requirement that construction be completed by the Completion Deadline shall be tolled for a period of time equal to the period of Unavoidable Delay. 3. Indemnity. Company further agrees that it shall indemnify City and hold it harmless with respect to any demand, claim, cause of action, damage, cost, expense, liability or injury made, suffered, or incurred as a result of or in connection with the Project, or Company's failure to carry on or complete same, or any Lien or Liens on or against the Property of any type or nature whatsoever that attaches to the Target Property by virtue of Company's ownership of same. If City files suit to enforce the terms of this Agreement and prevails in such suit, then Company shall be liable for all legal expenses, including but not limited to reasonable attorney's fees, incurred by City. Company's duties of indemnity pursuant to this Section shall survive the expiration, termination or cancellation of this Agreement for any reason. 4. City Incentives. A. Infill Grant. City will pay an infill grant in the amount of $7,500.00 to Company within sixty (60) days of Substantial Completion of the Improvements. 5. Utilities. To the extent applicable, Company will be responsible for extending water, sewer, telephone, telecommunications, electricity, gas and other utility services from street right of way to any location on the Project Property and for payment of any associated connection fees. 6. No Encumbrances; Limited Exception. Until the Improvements are Substantially Completed, Company agrees that it shall not create, incur, or suffer to exist any Liens on the Property, other than such mortgage or mortgages as may be reasonably necessary to finance Company's completion of the Improvements and of which Company notifies City before Company executes any such mortgage. Company may not mortgage the Target Property or any part thereof for any purpose except in connection with financing of the Improvements. Any other mortgage shall be void. 7. No Assignment or Conveyance. Company agrees that it will not sell, convey, assign or otherwise transfer its interest in the Property prior to completion of the Improvements or Project, whether in whole or in part, to any other person or entity without the prior written consent of City. Reasonable grounds for the City to withhold its consent shall include but are not limited to the inability of the proposed transferee to demonstrate to the City's satisfaction that it has the financial ability to observe all of the terms to be performed by Company under this Agreement. 3 Docusign Envelope ID: DE331357-071F-41FD-BF66-D242EA5D95BC 8. Additional Covenants of Company. In addition to the other promises, covenants and agreements of Company as provided elsewhere in this Agreement, Company agrees as follows: A. Until the Improvements have been Substantially Completed, Company shall make such reports to City, in such detail and at such times as may be reasonably requested by City, as to the actual progress of Company with respect to construction of the Improvements. B. Company will comply with all applicable land development laws and City and county ordinances, and all laws, rules and regulations relating to its businesses, other than laws, rules and regulations where the failure to comply with the same, or where the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, or condition, financial or otherwise, of Company. C. Company will cooperate fully with the City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Improvements. 9. Representations and Warranties of City. City hereby represents and warrants as follows: A. City is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Each person who executes and delivers this Agreement and all documents to be delivered hereunder is and shall be authorized to do so on behalf of City. 10. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. It is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good standing under the laws of the State of Iowa. B. It has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement. C. This Agreement has been duly and validly authorized, executed and delivered by Company and, assuming due authorization, execution and delivery by the other parties hereto, is in full force and effect and is a valid and legally binding instrument of Company that is enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. D. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization or operating agreement of Company or of any contractual restriction, evidence of 4 Docusign Envelope ID: DE331357-071F-41FD-BF66-D242EA5D95BC indebtedness, agreement or instrument of whatever nature to which Company is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. E. There are no actions, suits or proceedings pending or threatened against or affecting Company in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Company or which in any manner raises any questions affecting the validity of the Agreement or Company's ability to perform its obligations under this Agreement. 11. Default. The following shall be "Events of Default" under this Agreement, and the term "Event of Default" shall mean any one or more of the following events that continues beyond any applicable cure periods: A. Failure by Company to cause the Improvements to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement; B. Transfer by Company of any interest (either directly or indirectly) in the Improvements, the Target Property, or this Agreement, without the prior written consent of City, except as expressly authorized by this Agreement; C. Failure by any party hereto to substantially observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement; D. Company (1) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the federal bankruptcy law or any similar state law; (2) makes an assignment for the benefit of its creditors; (3) admits in writing its inability to pay its debts generally as they become due; (4) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of Company as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of Company, or part thereof, shall be appointed in any proceedings brought against Company and shall not be discharged within ninety (90) days after such appointment, or if Company shall consent to or acquiesce in such appointment; or (5) defaults under any mortgage applicable to the Target Property; or E. Any representation or warranty made by Company in this Agreement, or made by Company in any written statement or certificate furnished by Company pursuant to this Agreement, shall prove to have been incorrect, incomplete or misleading in any material respect on or as of the date of the issuance or making thereof. 12. Remedies. A. Default by Company. Whenever any Event of Default in respect of Company occurs and is continuing, the City may terminate this Agreement. Before exercising such remedy, City shall give 30 days' written notice to Company of the Event of Default, provided that by the conclusion of such period the Event of Default shall not 5 Docusign Envelope ID: DE331357-071F-41FD-BF66-D242EA5D95BC have been cured, or the Event of Default cannot reasonably be cured within 30 days and Company shall not have provided assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible. Upon termination, City may exercise any and all remedies available at law, equity, contract or otherwise for recovery of any sums paid by City to Company before the date of termination or to recover ownership of the Target Property as set forth in this Agreement. B. Default by City. Whenever any Event of Default in respect of City occurs and is continuing, Company may take such action against City to require it to specifically perform its obligations hereunder. Before exercising such remedy, Company shall give 30 days' written notice to City of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or if the Event of Default cannot reasonably be cured within 30 days and City shall not have provided assurances reasonably satisfactory to the Company that the Event of Default will be cured as soon as reasonably possible. C. Remedies under this Agreement shall be cumulative and in addition to any other right or remedy given under this Agreement or existing at law or in equity or by statute. Waiver as to any particular default, or delay or omission in exercising any right or power accruing upon any default, shall not be construed as a waiver of any other or any subsequent default and shall not impair any such right or power. 13. Indemnification and Releases. A. Company hereby releases City, its elected officials, officers, employees, and agents (collectively, the "indemnified parties") from, covenants and agrees that the indemnified parties shall not be liable for, and agrees to indemnify, defend and hold harmless the indemnified parties against, any loss or damage to property or any injury to or death of any person occurring at or about the Project Property arising after Company's acquisition of the Target Property or resulting from any defect in the Improvements. The indemnified parties shall not be liable for any damage or injury to the persons or property of Company or its directors, officers, employees, contractors or agents, or any other person who may be on or about the Project Property or the Improvements, due to any act of negligence or willful misconduct of any person, other than any act of negligence or willful misconduct on the part of any such indemnified party or its officers, employees or agents. B. Except for any willful misrepresentation, any willful misconduct, or any unlawful act of the indemnified parties, Company agrees to protect and defend the indemnified parties, now or forever, and further agrees to hold the indemnified parties harmless, from any claim, demand, suit, action or other proceedings or any type or nature whatsoever, by any person or entity whatsoever that arises or purportedly arises from (1) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by Company against the City to enforce its rights under this Agreement), or (2) the acquisition and condition of the Target Property and the construction, installation, ownership, and operation of the Improvements, or (3) otherwise as a result of or in connection with the Project or Company's failure to carry on or complete same. C. The indemnification obligations under this Section shall include attorneys' fees and expenses incurred by any indemnified party. The provisions of this Section shall survive the expiration or termination of this Agreement. 6 Docusign Envelope ID: DE331357-071F-41FD-BF66-D242EA5D95BC 14. Materiality of Company's Promises, Covenants, Representations, and Warranties. Each and every promise, covenant, representation, and warranty set forth in this Agreement on the part of Company to be performed is a material term of this Agreement, and each and every such promise, covenant, representation, and warranty constitutes a material inducement for City to enter this Agreement. Company acknowledges that without such promises, covenants, representations, and warranties, City would not have entered this Agreement. Upon breach of any promise or covenant, or in the event of the incorrectness or falsity of any representation or warranty, City may, at its sole option and in addition to any other right or remedy available to it, terminate this Agreement and declare it null and void. 15. Performance by City. Company acknowledges and agrees that all of the obligations of City under this Agreement shall be subject to, and performed by City in accordance with, all applicable statutory, common law or constitutional provisions and procedures consistent with City's lawful authority. All covenants, stipulations, promises, agreements and obligations of City contained in this Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of City and not of any governing body member, officer, employee or agent of City in the individual capacity of such person. 16. No Third -Party Beneficiaries. No rights or privileges of any party hereto shall inure to the benefit of any contractor, subcontractor, material supplier, or any other person or entity, and no such contractor, subcontractor, material supplier, or other person or entity shall be deemed to be a third -party beneficiary of any of the provisions of this Agreement. 17. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight air courier service, by United States registered or certified mail, postage prepaid, or by facsimile (with an additional copy delivered by one of the foregoing means), and addressed: (a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, Attention: Mayor, with copies to the Community Planning and Development Director. (b) if to Company, at 803 W. 5t" Street, Waterloo, Iowa 50702, Attention: Executive Director. Delivery or service of notice shall be deemed complete upon any of the following: (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, or (iii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid. A party may change the address for giving notice by any method set forth in this Section. 18. No Joint Venture. Nothing in this Agreement shall, or shall be deemed or construed to, create or constitute any joint venture, partnership, agency, employment, or any other relationship between the City and Company nor to create any liability for one party with respect to the liabilities or obligations of the other party or any other person. 19. Amendment, Modification, and Waiver. No amendment, modification, or waiver of any condition, provision, or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound or by the duly authorized representative of same, and specifying with particularity the extent and nature of the amendment, modification, or waiver. Any waiver by any party of any default by another party shall not affect or impair any rights arising from any subsequent default. 7 Docusign Envelope ID: DE331357-071F-41FD-BF66-D242EA5D95BC 20. Severability; Reformation. Each provision, section, sentence, clause, phrase, and word of this Agreement is intended to be severable. If any portion of this Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the offending provision or part thereof shall be deemed severed from this Agreement and the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any portion of this Agreement is invalid or unenforceable as written, but that by limiting such provision or portion thereof it would become valid and enforceable, then such provision or portion thereof shall be deemed to be written, and shall be construed and enforced, as so limited. 21. Interpretation. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that the parties hereto and their respective attorneys have contributed substantially and materially to the preparation of each and every provision of this Agreement. 22. Captions. All captions, headings, or titles in the paragraphs or sections of this Agreement are inserted only as a matter of convenience and/or reference, and they shall in no way be construed as limiting, extending, or describing either the scope or intent of this Agreement or of any provisions hereof. 23. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 24. Counterparts. This Agreement may be executed in one or more counterparts, each of which, including signed counterparts delivered by facsimile or other electronic means, shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 25. Entire Agreement. This Agreement, together with the exhibits attached hereto, constitutes the entire agreement of the parties and supersedes all prior or contemporaneous negotiations, discussions, understandings, or agreements, whether oral or written, with respect to the subject matter hereof. 26. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement by their duly authorized representatives as of the date first set forth above. [signatures on next page] 8 Docusign Envelope ID: DE331357-071F-41FD-BF66-D242EA5D95BC CITY OF WATERLOO, IOWA IOWA HEARTLAND HABITAT FOR HUMANITY By: — DocuSigned by: nituAlitA, ikaV? D0525Dj8A 449 . QuentinC art, Mayor Date: 11/3/2025 p—Signed by: Keeley fdzat Attest: FB 04A Kelley feichle, City Clerk SOigned by: Ati PavvisL By: Q9D3CCF 041 All Parrish, xecutive Director Date: Docusign Envelope ID: DE331357-071 F-41 FD-BF66-D242EA5D95BC EXHIBIT A Description of Property THE NORTHEASTERLY SEVENTY-TWO (72) FEET OF LOT NO. TWO (2), IN BLOCK NO. FIFTEEN (15), IN WHITNEY AND SEDGWICK'S ADDITION TO THE CITY OF WATERLOO, IOWA. (Also known as Parcel No. 8913-26-357-004) AND THE NORTHWESTERLY 30 FEET OF THE NORTHEASTERLY 112 'A FEET AND THE SOUTHWESTERLY 61/2 FEET OF THE NORTHEASTERLY 112 1/2 FEET OF THE SOUTHEASTERLY 30 FEET OF LOT 3 IN BLOCK 15 ALL IN WHITNEY AND SEDGWICK'S ADDITION TO THE CITY OF WATERLOO, IOWA, (Also known as Parcel No. 8913-26-357-005) Docusign Envelope ID: DE331357-071F-41FD-BF66-D242EA5D95BC 2 Docusign Envelope ID: DE331357-071F-41FD-BF66-D242EA5D95BC DEMOLITION AGREEMENT This Demolition Agreement (the "Agreement") is entered into effective as of November 3 , 2025, by and between Iowa Heartland Habitat for Humanity ("Company"), and the City of Waterloo, Iowa ("City"). RECITALS A. 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 (as described in ExhibitA)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 the single family home„ foundation, 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 noncompliance 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 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. 3 Docusign Envelope ID: DE331357-071F-41FD-BF66-D242EA5D95BC 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: By: 6lituAlitn, bait By:l Q(,i eav'v'isL 007D9D3C8F4641C... �uentin `16144hart, Mayor Attest: p—Signed by: K4eluy feicat 4telf6 °J'6cc`I Ie, City Clerk Title: Executive Director 4 Docusign Envelope ID: DE331357-071 F-41 FD-BF66-D242EA5D95BC Exhibit "A" Description of Property THE NORTHEASTERLY SEVENTY-TWO (72) FEET OF LOT NO. TWO (2), IN BLOCK NO. FIFTEEN (15), IN WHITNEY AND SEDGWICK'S ADDITION TO THE CITY OF WATERLOO, IOWA. (Also known as Parcel No. 8913-26-357-004) AND THE NORTHWESTERLY 30 FEET OF THE NORTHEASTERLY 112 'A FEET AND THE SOUTHWESTERLY 61/2 FEET OF THE NORTHEASTERLY 112 1/2 FEET OF THE SOUTHEASTERLY 30 FEET OF LOT 3 IN BLOCK 15 ALL IN WHITNEY AND SEDGWICK'S ADDITION TO THE CITY OF WATERLOO, IOWA, (Also known as Parcel No. 8913-26-357-005) 5