Loading...
HomeMy WebLinkAboutNew Era Rentals LLC - Development Agreement -F&R, INC.-(RECORDED) 5.18.2026 Docusign Envelope ID:4424E839-B3C5-87D6-8168-57EAB6490C3F 2026-08542 RECORDED:06/09/2026 03:33:08 PM RECORDING FEE:§47.00 REVENUE TAX:§ COMBINED FEE:$47.00 SANDIE L.SMITH,RECORDER BLACK HAWK COUNTY,IOWA Preparer: Austin J.McMahon,Lange&McMahon,PLC,222 1"St.E..Independence.IA (319)234-5701 After recording,return to Community Planning 8 Development,715 Mulberry Street,Waterloo,IA 50703. DEVELOPMENT AGREEMENT T is Development Agreement(the"Agreement")is entered into as of this ?2, ,day of 2026,by and between New Era Rentals, LLC("Company'),and the City of W erloo,Iowa("City"). RECITALS A. Company is willing and able to finance certain improvements or rehabilitation ("Improvements"or"Project")as provided in this Agreement on certain property that is addressed as 1303 W 4°i Street and is legally described in"Exhibit A" (referred to as the"Property"). B. City considers infill residential development or rehabilitation 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. Improvements by Company. Company acknowledges that it has had a reasonable opportunity to inspect the Property and to conduct other due diligence related to the Project.Company agrees to accept the 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.The Company,at its own cost and expense,shall rehabilitate or 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. Docusign Envelope ID:4424E839-B3C5-87D6-8168-57EAB6490C3F 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. 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 fourteen (14) months from the date of this 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. If Company does not begin or Substantially Complete construction of the Improvements on the schedule 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. 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. Rehabilitation Incentive. City will pay a rehabilitation incentive to Company in the amount of $7,500.00 within six (6) months of the 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 2 Docusign Envelope ID:4424E839-B3C5-87D6-8168-57EAB6490C3F 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, which said consent may be provided by the City's Community Planning and Development Director. 8. 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. 3 Docusign Envelope ID:4424E839-B3C5-87D6-8168-57EAB6490C3F B. It has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement. C. This Agreement has been duly and validly authorized, executed and delivered by Company and, assuming due authorization, execution and delivery by the other parties hereto, is in full force and effect and is a valid and legally binding instrument of Company that is enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. D. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization or operating agreement of Company or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Company is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. E. There are no actions, suits or proceedings pending or threatened against or affecting Company in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Company or which in any manner raises any questions affecting the validity of the Agreement or Company's ability to perform its obligations under this Agreement. 11. Default. The following shall be"Events of Default" under this Agreement, and the term"Event of Default"shall mean any one or more of the following events that continues beyond any applicable cure periods: A. Failure by Company to cause the Improvements to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement; B. Transfer by Company of any interest (either directly or indirectly) in the Improvements, the Target Property, or this Agreement, without the prior written consent of City, except as expressly authorized by this Agreement; C. Failure by any party hereto to substantially observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement; D. Company (1) files any petition in bankruptcy or for any reorganization, arrangement,composition,readjustment, liquidation, dissolution,or similar relief under the federal bankruptcy law or any similar state law; (2) makes an assignment for the benefit of its creditors; (3) admits in writing its inability to pay 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 4 Docusign Envelope ID:4424E839-B3C5-87D6-8168-57EAB6490C3F appointed in any proceedings brought against Company and shall not be discharged within ninety (90) days after such appointment, or if Company shall consent to or acquiesce in such appointment; or (5) defaults under any mortgage applicable to the Target Property; or E. Any representation or warranty made by Company in this Agreement, or made by Company in any written statement or certificate furnished by Company pursuant to this Agreement, shall prove to have been incorrect, incomplete or misleading in any material respect on or as of the date of the issuance or making thereof. 12. Remedies. A. Default by Company. Whenever any Event of Default in respect of Company occurs and is continuing, the City may terminate this Agreement. Before exercising such remedy, City shall give 30 days' written notice to Company of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or the Event of Default cannot reasonably be cured within 30 days and Company shall not have provided assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible. Upon termination, City may exercise any and all remedies available at law, equity, contract or otherwise for recovery of any sums paid by City to Company before the date of termination or to recover ownership of the Target Property as set forth in this Agreement. B. Default by City. Whenever any Event of Default in respect of City occurs and is continuing, Company may take such action against City to require it to specifically perform its obligations hereunder. Before exercising such remedy, Company shall give 30 days' written notice to City of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or if the Event of Default cannot reasonably be cured within 30 days and City shall not have provided assurances reasonably satisfactory to the Company that the Event of Default will be cured as soon as reasonably possible. C. Remedies under this Agreement shall be cumulative and in addition to any other right or remedy given under this Agreement or existing at law or in equity or by statute. Waiver as to any particular default, or delay or omission in exercising any right or power accruing upon any default, shall not be construed as a waiver of any other or any subsequent default and shall not impair any such right or power. 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. 5 Docusign Envelope ID:4424E839-B3C5-87D6-8168-57EAB6490C3F B. Except for any willful misrepresentation, any willful misconduct, or any unlawful act of the indemnified parties, Company agrees to protect and defend the indemnified parties, now or forever, and further agrees to hold the indemnified parties harmless,from any claim, demand, suit, action or other proceedings or any type or nature whatsoever, by any person or entity whatsoever that arises or purportedly arises from (1) any violation of any agreement or condition of this Agreement(except with respect to any suit, action, demand or other proceeding brought by Company against the City to enforce its rights under this Agreement), or(2)the acquisition and condition of the Target Property and the construction, installation, ownership, and operation of the Improvements, or (3) otherwise as a result of or in connection with the Project or Company's failure to carry on or complete same. C. The indemnification obligations under this Section shall include attorneys' fees and expenses incurred by any indemnified party. The provisions of this Section shall survive the expiration or termination of this Agreement. 14. Materiality of Company's Promises, Covenants, Representations, and Warranties. Each and every promise, covenant, representation, and warranty set forth in this Agreement on the part of Company to be performed is a material term of this Agreement, and each and every such promise, covenant, representation, and warranty constitutes a material inducement for City to enter this Agreement. Company acknowledges that without such promises, covenants, representations, and warranties, City would not have entered this Agreement. Upon breach of any promise or covenant, or in the event of the incorrectness or falsity of any representation or warranty, City may, at its sole option and in addition to any other right or remedy available to it, terminate this Agreement and declare it null and void. 15. Performance by City. Company acknowledges and agrees that all of the obligations of City under this Agreement shall be subject to, and performed by City in accordance with, all applicable statutory, common law or constitutional provisions and procedures consistent with City's lawful authority. All covenants, stipulations, promises, 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, NQ,,) % )/ , L,Lc Name of Contact: Chad Shipman Address: 215 E 4th St, Waterloo, IA 50703 6 Docusion Envelope ID:4424E839-B3C5-87D6-8168-57EAB6490C3F 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. 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 7 Docusign Envelope ID: 4424E839-B3C5-87D6-8168-57EAB6490C3F 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. CITY OF WATERLOO, IOWA NEW ERA RENTALS, LLC "-Signed by: By: bat,StAn, By: ----�. 4a2E�7s=�� s �� avidoesen, Mayor ghfAName: al elf,- - "-Signed bytedb. : d1 Attest:"—Signed Fd dl it Title: fA-2 r&s4 Kelleyechle, City Clerk 8 Docusign Envelope ID:4424E839-B3C5-87D6-8168-57EAB6490C3F EXHIBIT A Description of Property The Northwesterly 60 feet of Lot 5 in Block 1 in Cole's Addition to Waterloo,Iowa. Locally Known As:1303 W 4th St,Waterloo,Iowa 50702 Parcel No.:891326359005 Docusign Envelope ID: 4E141 DC0-92E1-8004-81 E8-088ECDB35EBC 1 2026-08541 RECORDED: 06/09/2026 03:33:07 PM RECORDING FEE: $7.00 REVENUE TAX: $ COMBINED FEE: $7.00 SANDIE L. SMITH, RECORDER BLACK HAWK COUNTY, IOWA vt I _ 4tir-dre Pred byLeAnn M. Even, Deputy CityClerk, Cityof Wa terloo,p y Wa erloo, 715 Mulberry Street, Waterloo, IA 50703, (319) 291-4323. RESOLUTION NO. 2026-276 RESOLUTION APPROVING A DEVELOPMENT AGREEMENT WITH NEW ERA RENTALS, LLC, FOR THE REHABILITATION OF THE HOME AT 1303 W. 4TH STREET LOCATED IN THE CHURCH ROW NEIGHBORHOOD, INCLUDING A GRANT OF $7,500.00, AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE SAID DOCUMENT. WHEREAS the City of Waterloo, Iowa, has established programs and initiatives to encourage neighborhood revitalization and housing rehabilitation; and WHEREAS, New Era Rentals, LLC, proposes to rehabilitate the home located at 1303 W. 4th Street, Waterloo, Iowa, within the Church Row Neighborhood; and WHEREAS, the City has determined that the proposed rehabilitation of the property will further neighborhood improvement objectives and that it is in the best interests of the City to provide assistance in the form of a grant in the amount of$7,500.00; and WHEREAS, a Development Agreement has been prepared setting forth the terms and conditions under which the grant funds will be provided, and the rehabilitation will be completed. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Waterloo, Iowa, that: 1 . The Development Agreement with New Era Rentals, LLC, for the rehabilitation of the home at 1303 W. 4th Street, located in the Church Row Neighborhood, including a grant in the amount of $7,500.00, is hereby approved. 2. The Mayor and City Clerk are authorized and directed to execute said document on behalf of the City of Waterloo, Iowa. PASSED AND ADOPTED this 18th day of May 2026. ,—Signed by: PlUAi 41, bot,suA, —3�3 8" (B3W411... Dave boesen, Mayor ATTEST: ,—Signed by: Kettel FLid& f y`rOc lt, City Clerk SEAL c W A . AIN° L3 PALM MI 0 . t, : ■s r ■r e i Docusign Envelope ID: 4424E839-B3C5-87D6-8168-57EAB6490C3F 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 T is Development Agreement (the "Agreement") is entered into as of this 22. , day of , 2026, by and between New Era Rentals, LLC ("Company"), and the City of W erloo, Iowa ("City"). RECITALS A. Company is willing and able to finance certain improvements or rehabilitation ("Improvements" or "Project") as provided in this Agreement on certain property that is addressed as 1303 W 4th Street and is legally described in "Exhibit A" (referred to as the "Property"). B. City considers infill residential development or rehabilitation 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. Improvements by Company. Company acknowledges that it has had a reasonable opportunity to inspect the Property and to conduct other due diligence related to the Project. Company agrees to accept the 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. The Company, at its own cost and expense, shall rehabilitate or 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. Docusign Envelope ID: 4424E839-B3C5-87D6-8168-57EAB6490C3F 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. 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 fourteen (14) months from the date of this 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. If Company does not begin or Substantially Complete construction of the Improvements on the schedule 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. 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. Rehabilitation Incentive. City will pay a rehabilitation incentive to Company in the amount of $7,500.00 within six (6) months of the 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 2 Docusign Envelope ID: 4424E839-B3C5-87D6-8168-57EAB6490C3F 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, which said consent may be provided by the City's Community Planning and Development Director. 8. Covenants of Company. In addition to the other promises, covenants and agreements of Company as provided elsewhere in this Agreement, Company agrees as follows: A. Until the Improvements have been Substantially Completed, Company shall make such reports to City, in such detail and at such times as may be reasonably requested by City, as to the actual progress of Company with respect to construction of the Improvements. B. Company will comply with all applicable land development laws and City and county ordinances, and all laws, rules and regulations relating to its businesses, other than laws, rules and regulations where the failure to comply with the same, or where the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, or condition, financial or otherwise, of Company. C. Company will cooperate fully with the City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Improvements. 9. Representations and Warranties of City. City hereby represents and warrants as follows: A. City is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Each person who executes and delivers this Agreement and all documents to be delivered hereunder is and shall be authorized to do so on behalf of City. 10. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. It is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good standing under the laws of the State of Iowa. Docusign Envelope ID: 4424E839-B3C5-87D6-8168-57EAB6490C3F B. It has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement. C. This Agreement has been duly and validly authorized, executed and delivered by Company and, assuming due authorization, execution and delivery by the other parties hereto, is in full force and effect and is a valid and legally binding instrument of Company that is enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. D. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization or operating agreement of Company or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Company is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. E. There are no actions, suits or proceedings pending or threatened against or affecting Company in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Company or which in any manner raises any questions affecting the validity of the Agreement or Company's ability to perform its obligations under this Agreement. 11. Default. The following shall be "Events of Default" under this Agreement, and the term "Event of Default" shall mean any one or more of the following events that continues beyond any applicable cure periods: A. Failure by Company to cause the Improvements to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement; B. Transfer by Company of any interest (either directly or indirectly) in the Improvements, the Target Property, or this Agreement, without the prior written consent of City, except as expressly authorized by this Agreement; C. Failure by any party hereto to substantially observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement; D. Company (1) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the federal bankruptcy law or any similar state law; (2) makes an assignment for the benefit of its creditors; (3) admits in writing its inability to pay 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 Docusign Envelope ID: 4424E839-B3C5-87D6-8168-57EAB6490C3F appointed in any proceedings brought against Company and shall not be discharged within ninety (90) days after such appointment, or if Company shall consent to or acquiesce in such appointment; or (5) defaults under any mortgage applicable to the Target Property; or E. Any representation or warranty made by Company in this Agreement, or made by Company in any written statement or certificate furnished by Company pursuant to this Agreement, shall prove to have been incorrect, incomplete or misleading in any material respect on or as of the date of the issuance or making thereof. 12. Remedies. A. Default by Company. Whenever any Event of Default in respect of Company occurs and is continuing, the City may terminate this Agreement. Before exercising such remedy, City shall give 30 days' written notice to Company of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or the Event of Default cannot reasonably be cured within 30 days and Company shall not have provided assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible. Upon termination, City may exercise any and all remedies available at law, equity, contract or otherwise for recovery of any sums paid by City to Company before the date of termination or to recover ownership of the Target Property as set forth in this Agreement. B. Default by City. Whenever any Event of Default in respect of City occurs and is continuing, Company may take such action against City to require it to specifically perform its obligations hereunder. Before exercising such remedy, Company shall give 30 days' written notice to City of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or if the Event of Default cannot reasonably be cured within 30 days and City shall not have provided assurances reasonably satisfactory to the Company that the Event of Default will be cured as soon as reasonably possible. C. Remedies under this Agreement shall be cumulative and in addition to any other right or remedy given under this Agreement or existing at law or in equity or by statute. Waiver as to any particular default, or delay or omission in exercising any right or power accruing upon any default, shall not be construed as a waiver of any other or any subsequent default and shall not impair any such right or power. 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. Docusign Envelope ID: 4424E839-B3C5-87D6-8168-57EAB6490C3F B. Except for any willful misrepresentation, any willful misconduct, or any unlawful act of the indemnified parties, Company agrees to protect and defend the indemnified parties, now or forever, and further agrees to hold the indemnified parties harmless, from any claim, demand, suit, action or other proceedings or any type or nature whatsoever, by any person or entity whatsoever that arises or purportedly arises from (1) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by Company against the City to enforce its rights under this Agreement), or (2) the acquisition and condition of the Target Property and the construction, installation, ownership, and operation of the Improvements, or (3) otherwise as a result of or in connection with the Project or Company's failure to carry on or complete same. C. The indemnification obligations under this Section shall include attorneys' fees and expenses incurred by any indemnified party. The provisions of this Section shall survive the expiration or termination of this Agreement. 14. Materiality of Company's Promises, Covenants, Representations, and Warranties. Each and every promise, covenant, representation, and warranty set forth in this Agreement on the part of Company to be performed is a material term of this Agreement, and each and every such promise, covenant, representation, and warranty constitutes a material inducement for City to enter this Agreement. Company acknowledges that without such promises, covenants, representations, and warranties, City would not have entered this Agreement. Upon breach of any promise or covenant, or in the event of the incorrectness or falsity of any representation or warranty, City may, at its sole option and in addition to any other right or remedy available to it, terminate this Agreement and declare it null and void. 15. Performance by City. Company acknowledges and agrees that all of the obligations of City under this Agreement shall be subject to, and performed by City in accordance with, all applicable statutory, common law or constitutional provisions and procedures consistent with City's lawful authority. All covenants, stipulations, promises, 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, Nev) 4-41 I , L. t C Name of Contact: Chad Shipman Address: 215 E 4th St, Waterloo, IA 50703 6 Docusign Envelope ID: 4424E839-B3C5-87D6-8168-57EAB6490C3F 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. 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 Docusign Envelope ID: 4424E839-B3C5-87D6-8168-57EAB6490C3F 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. CITY OF WATERLOO, IOWA Signed by: By: �aW4. i°jbt-suA, 442Et7 93 avi oesen, Mayor Attest: ,-Signed by: Kdl�y fdjb Yb.orno... Kelley Felchle, City Clerk NEW ERA RENTALS, LLC By: Name: 0114, Sh1 ,"Ial Alf e t Title: 1(0;4,, net 8 Docusign Envelope ID: 4424E839-B3C5-87D6-8168-57EAB6490C3F EXHIBIT A Description of Property The Northwesterly 60 feet of Lot 5 in Block 1 in Cole's Addition to Waterloo, Iowa. Locally Known As: 1303 W 4th St, Waterloo, Iowa 50702 Parcel No.: 891326359005