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HomeMy WebLinkAboutDLG_Investments_-_Mutual_Terination_of_Development_Agreement_-_(RECORDED) 3.16.2026 Docusign Envelope ID:45707B4B-42D4-4EEC-B3A6-246A0F471B9D 2 2026-04215 RECORDED:03/31/2026 02:03:46 PM RECORDING FEE:$17.00 REVENUE TAX:$ COMBINED FEE:$17.00 SANDIE L.SMITH,RECORDER BLACK HAWK COUNTY,IOWA 1 C, cS rk)t14-efit6 Prepared by:Austin J.McMahon,Lange&McMahon,222 1'St.E.,Independence,IA 50644 (319)334-4488 MUTUAL TERMINATION OF DEVELOPMENT AGREEMENT This Mutual Term_ ination of Development Agreement ("Agreement") is hereby entered into as of March 3,6 , 2026, by and between DLG Investments, LLC ("Company") and the City of Waterloo, Iowa ("City"), collectively referred to as the "Parties." RECITALS A. Company and the City entered into a Development Agreement ("Development Agreement"), dated October 16, 2023, and recorded with the Black Hawk County Recorder as Doc. No. 2024-06548, concerning real property that is legally described in Exhibit A to said Agreement (the "Property"). B. Company and the City entered into a Minimum Assessment Agreement, dated October 16, 2023, and recorded with the Black Hawk County Recorder as Doc. No. 2024-06548, concerning the Property. C. Company and the City desire to mutually terminate the Development Agreement as set forth in this Agreement. AGREEMENT NOW,THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows: 1. Termination. The Parties mutually agree that the Development Agreement shall be and is hereby terminated as of the date of this Agreement. Neither Party shall have any further rights or obligations under the Development Agreement, neither Party shall have any legal or equitable obligation or other liability to reimburse the other for any costs or expenses expended in connection with the Development Agreement, and the Docusign Envelope ID:45707B4B-42D4-4EEC-B3A6-246A0F471B9D City shall not have any legal or equitable obligation or other liability to compensate the Company for any value added to the Property. 2. Waiver and Release. The Parties mutually waive and release any and all claims, rights, or obligations arising out of or relating to the Development Agreement, whether known or unknown, accrued or unaccrued. 3. Reverter of Title; Remedies. Notwithstanding any other provision of this Mutual Termination, the Development Agreement entitles the City to have ownership and title of the Property conveyed to it pursuant to and in accordance with Section 4 and Section 5 thereof, and said Sections of the Development Agreement, as well as other Sections of the Development Agreement that concern the City's remedies upon termination of the Development Agreement, shall survive and Company remains bound thereby. Without limiting the terms of Section 4 and Section 5 of the Development Agreement, Company shall, within thirty (30) days of the date of this Mutual Termination, and at its expense, convey the Property to City by special warranty deed and free and clear any lien, claim, charge, security interest, mortgage or encumbrance arising by or through Company. In the event that Company fails to do so, then City, pursuant to Section 5 of the Development Agreement, may act as Attorney-in-Fact for Company and execute a special warranty deed and other reasonably necessary instruments or documents on behalf of Company to effectuate a conveyance of the Property to City. 4. Indemnity. Notwithstanding any other provision of this Mutual Termination, Section 5 and Section 12 of the Development Agreement set forth terms of indemnification, and said Sections shall survive this Mutual Termination. 5. Minimum Assessment Agreement. The Minimum Assessment Agreement is not terminated by this Mutual Termination. Without limiting any term or provision of the Minimum Assessment Agreement, the Minimum Assessment Agreement is binding upon the successors and assigns of Company, including future owners of the Property. 6. 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. 7. 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. 8. Enforcement; Attorney's Fees. The terms of this Mutual Termination may be enforced by either party by specific performance or other action, whether at law or in equity. In the event that an action is commenced by either of the parties that arises out of or relates to this Mutual Termination, then the prevailing Party shall be entitled to recover reasonable attorney's fees. 2 Docusign Envelope ID:45707B4B-42D4-4EEC-B3A6-246A0F471B9D IN WITNESS WHEREOF, the Parties have executed this Mutual Termination of Development Agreement by their duly authorized representatives as of the date first set forth above. DLG INVESTMENTS, LLC CITY OF WATERLOO, IOWA Signed by: By: C By: Va �jot,suA, arrin L. Gray ilaiiittiniettn, Mayor Managing Member �-Signed by: Attest: 1614 Ft \-Keilityftfthle, City Clerk 3 Docusign Envelope ID: 45707B4B-42D4-4EEC-B3A6-246A0F471B9D Prepared by: Austin J. McMahon, Lange & McMahon, 222 151 St. E., Independence, IA 50644 (319) 334-4488 MUTUAL TERMINATION OF DEVELOPMENT AGREEMENT This Mutual Termination of Development Agreement ("Agreement") is hereby entered into as of March 1,6 , 2026, by and between DLG Investments, LLC ("Company") And the City of Waterloo, Iowa ("City"), collectively referred to as the "Parties." RECITALS A. Company and the City entered into a Development Agreement ("Development Agreement"), dated October 16, 2023, and recorded with the Black Hawk County Recorder as Doc. No. 2024-06548, concerning real property that is legally described in Exhibit A to said Agreement (the "Property"). B. Company and the City entered into a Minimum Assessment Agreement, dated October 16, 2023, and recorded with the Black Hawk County Recorder as Doc. No. 2024-06548, concerning the Property. C. Company and the City desire to mutually terminate the Development Agreement as set forth in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows: 1. Termination. The Parties mutually agree that the Development Agreement shall be and is hereby terminated as of the date of this Agreement. Neither Party shall have any further rights or obligations under the Development Agreement, neither Party shall have any legal or equitable obligation or other liability to reimburse the other for any costs or expenses expended in connection with the Development Agreement, and the Docusign Envelope ID: 45707B4B-42D4-4EEC-B3A6-246A0F471B9D City shall not have any legal or equitable obligation or other liability to compensate the Company for any value added to the Property. 2. Waiver and Release. The Parties mutually waive and release any and all claims, rights, or obligations arising out of or relating to the Development Agreement, whether known or unknown, accrued or unaccrued. 3. Reverter of Title; Remedies. Notwithstanding any other provision of this Mutual Termination, the Development Agreement entitles the City to have ownership and title of the Property conveyed to it pursuant to and in accordance with Section 4 and Section 5 thereof, and said Sections of the Development Agreement, as well as other Sections of the Development Agreement that concern the City's remedies upon termination of the Development Agreement, shall survive and Company remains bound thereby. Without limiting the terms of Section 4 and Section 5 of the Development Agreement, Company shall, within thirty (30) days of the date of this Mutual Termination, and at its expense, convey the Property to City by special warranty deed and free and clear any lien, claim, charge, security interest, mortgage or encumbrance arising by or through Company. In the event that Company fails to do so, then City, pursuant to Section 5 of the Development Agreement, may act as Attorney -in -Fact for Company and execute a special warranty deed and other reasonably necessary instruments or documents on behalf of Company to effectuate a conveyance of the Property to City. 4. Indemnity. Notwithstanding any other provision of this Mutual Termination, Section 5 and Section 12 of the Development Agreement set forth terms of indemnification, and said Sections shall survive this Mutual Termination. 5. Minimum Assessment Agreement. The Minimum Assessment Agreement is not terminated by this Mutual Termination. Without limiting any term or provision of the Minimum Assessment Agreement, the Minimum Assessment Agreement is binding upon the successors and assigns of Company, including future owners of the Property. 6. 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. 7. 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. 8. Enforcement; Attorney's Fees. The terms of this Mutual Termination may be enforced by either party by specific performance or other action, whether at law or in equity. In the event that an action is commenced by either of the parties that arises out of or relates to this Mutual Termination, then the prevailing Party shall be entitled to recover reasonable attorney's fees. Docusign Envelope ID: 45707B4B-42D4-4EEC-B3A6-246A0F471B9D IN WITNESS WHEREOF, the Parties have executed this Mutual Termination of Development Agreement by their duly authorized representatives as of the date first set forth above. DLG INVESTMENTS, LLC CITY OF WATERLOO, IOWA By: arrin L. Gray Managing Member By: Attes p-Signed by: Nvud, Ist,su,t bateitHEIdettn, Mayor ,-Signed by: :: lathy f `itelit eFthIe, City Clerk