HomeMy WebLinkAboutDhani RE Investments - Development Agreement -(RECORDED)7/20/2026 2026-12679
RECORDED:08 24j 2026 09:29:48 AM
RECORDING FEE:$62.00
REVENUE TAX:$
COMBINED FEE:$62.00
SANDIE L.SMITH,RECORDER
BLACK HAWK COUNTY,IOWA
tijolorloc
Prepared By:Austin J. McMahon, Lange&McMahon, PLC, 222 1st St. E., Independence, IA (319)334-4488
DEVELOPMENT AGREEMENT
This Development Agreement(the "Agreement") is entered into as of this 20
day of J 202 W, by and between Dhani RE Investments
LLC (the "Company") dd the City of Waterloo, Iowa (the "City").
RECITALS
A. Company has completed construction of a single-family residence and related
improvements on property located in the City of Waterloo as an infill lot in an established
residential neighborhood, legally described as set forth in Exhibit A.
B. City considers infill residential development within the City to be a benefit to
the community and is willing for the overall good and welfare of the community to provide
financial incentives to encourage that goal, and the City further believes that the project is in
the vital and best interests of the City and that the project and such incentives are in
accordance with the public purposes and provisions of applicable State and local laws and
requirements under which the project has been undertaken and is being assisted.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the
parties agree as follows:
1. Improvements by Company. Company has constructed a single-family
residence and incidental infrastructure or features, such as landscaping, water detention,
paving, signage, and parking, on the Property in accordance with this Agreement,
including but not limited to, the plans or drawings attached to this Agreement as Exhibit
B.
62
Company agrees that the Improvements shall be constructed in accordance with the
terms of this Agreement, the urban renewal plan applicable to the Property, and all
applicable City,state,and federal building codes and shall comply with all applicable
City ordinances and other applicable law. City may require that Company submit
specific building designs and site plans for City's review and reasonable approval.
Company will use its best efforts to obtain,or cause to be obtained,in a timely manner,
all required permits, licenses and approvals, and will meet, in a timely manner, 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, including
but not limited to final permit inspections.The Property,the Improvements,and all site
preparation and development-related work to make any of the Property usable for
Company's purposes as contemplated by this Agreement are collectively referred to
as the"Project."
2. City Incentives.
A. Infill Grant. The City shall pay an Infill Grant to Company in the amount
of$5,000.00 within sixty(60)days of issuance of a certificate of occupancy or within
sixty(60)days of the date of this Agreement,whichever is later.
3. 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.
4. Indemnification and Releases.
A. Company hereby releases City,its elected officials,officers,employees,
and agents(collectively,the"indemnified parties")from, covenants and agrees that
the indemnified parties shall not be liable for, and agrees to indemnify, defend and
hold harmless the indemnified parties against,any loss or damage to property or any
injury to or death of any person occurring at or about the Property arising after
Company's lease or acquisition of the same 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 about the Property or the Improvements,
due to any act of negligence or willful misconduct of any person,other than any act of
negligence or willful misconduct on the part of any 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
conditions of the Property and the construction, installation, ownership, and operation
of the Improvements, or(3) any hazardous substance or environmental contamination
located in or on the Property.
C. The provisions of this Section shall survive the expiration or termination
of this Agreement.
5. Non-Appropriation. Any incentives or payments owed by City to Company
under the terms of this Agreement are subject to appropriation by City Council. The right
of non-appropriation reserved to City herein is intended by the parties, and shall be
construed at all times, to ensure that City's obligation to make any future payments to
Company shall not constitute a legal indebtedness of City within the meaning of any
applicable constitutional or statutory debt limitation prior to the adoption of a budget which
appropriates funds for the payment of that installment or amount.
6. Default. The following shall be "Events of Default" under this Agreement, and
the term "Event of Default" shall mean any one or more of the following events that
continues beyond any applicable cure periods:
A. Failure by Company to cause the construction of the Improvements to
be commenced and completed pursuant to the terms, conditions and limitations of this
Agreement;
B. Transfer by Company of any interest (either directly or indirectly) in the
Improvements, any part of the Property, or this Agreement, without the prior written
consent of City except as security for financing of Improvements or the Project;
C. Failure by Company to pay, before delinquency, all ad valorem property
taxes levied on or against any of the Property;
D. Failure by any party hereto to substantially observe or perform any
covenant, condition, obligation or agreement on its part to be observed or performed
under this Agreement;
E. Company (1) files any petition in bankruptcy or for any reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar relief
under the federal bankruptcy law or any similar state law; (2) makes an assignment
for the benefit of its creditors; (3) admits in writing its inability to pay its debts generally
as they become due; (4) is adjudicated a bankrupt or insolvent; or if a petition or
answer proposing the adjudication of Company as a bankrupt or its reorganization
under any present or future federal bankruptcy act or any similar federal or state law
shall be filed in any court and such petition or answer shall not be discharged or denied
within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of
Company, or part thereof, shall be appointed in any proceedings brought against
Company and shall not be discharged within ninety (90) days after such appointment,
or if Company shall consent to or acquiesce in such appointment; or(5) defaults under
any mortgage applicable to any of Property.
F. Any representation or warranty made by Company in this Agreement,
or made by Company in any written statement or certificate furnished by Company
pursuant to this Agreement, shall prove to have been incorrect, incomplete or
misleading in any material respect on or as of the date of the issuance or making
thereof.
7. Remedies.
A. Default by Company. Whenever any Event of Default in respect of
Company occurs and is continuing, the City may terminate this Agreement upon a 30-
day written notice. Upon termination, City may exercise any and all remedies available
at law, equity, contract or otherwise for specific performance and/or recovery of any
sums paid by City to Company.
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. The
remedies available to the City shall survive any termination of this Agreement.
8. 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.
9. 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.
10. 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.
11. Notices. 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, 4719 Luxley Drive, Waterloo, Iowa 50701.
Delivery of notice shall be deemed completed upon: (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 or electronic mail so long as the
sender obtains electronic confirmation that such transmission was successful.A party may
change the address for giving notice by any method set forth in this Section.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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.
17. Binding Effect. This Agreement shall be binding and shall inure to the benefit
of the parties and their respective successors, assigns, and legal representatives.
18. Counterparts. This 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.
19. 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.
20. 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 set forth above.
[signatures on next page]
CITY OF WATERLOO, IOWA DHANI RE INVESTMENTS LLC
By: By.
David Boesen, Mayor
Attest: Name: .6c9 (Q- ,1
elley Fel , CI y Clerk
Title: nnaLltE''C
STATE OF IOWA
) ss.
COUNTY OF BLACK HAWK
On this LLk day of ,\ , 202L, before me, a notary public in and
for the State of Iowa, personally aped David Boesen and Kelley Felchle, to me personally
known, who being duly sworn ho being duly sworn, did say that they are the Mayor and
City Clerk, respectively, of the City of Waterloo, Iowa, a municipal corporation, created and
existing under the laws of the State of Iowa, and that the seal affixed to the foregoing
instrument is the seal of said municipal corporation, and that said instrument was signed
and sealed on behalf of said municipal corporation by authority and resolution of its City
Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and
deed of said municipal corporation by it and by them voluntarily executed.
v/600 4)04n6 CAC—Cti
Saab NOIsSiWW00�W Notary public
ti88£08'ON NOISSIWWOO t5
ABOIH 3NNVACNVN o .
"me NANCY ANNE HIGBY
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EXHIBIT A
Description
Lot 21 in Block 1 in "Hagerman Place" in the City of Waterloo, Iowa.
EXHIBIT B
BUILDERS
1 SELECT
2120 Main Street
• � Cedar Foils.IA
319-266 2668
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2' EAVES 10'-l0" I 03
t1 , LAST UPDATED:
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l� 04-16-2'025
1 ' RAKES e M W-22-2025
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4, 1 L 06 10-2025
/ 3'6" 1 4'-1 1" 3'-8" 1 1'-1 1" I 06 19 2025
added note
24-0'- 4'-0"
DRAWING TYPE
28 o M
/ I AIN
MAIN FLOOR FLOOR
376 SQ. FT.
DRAWN SY;
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EXHIBIT B
BUILDERS
SELECT
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START DATE.
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02162025
UPDATED:AST 04-224025
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24'-0' 66.19-225
added 011ie access
528 SQ. FT. DRAWING TYPE
2ND FLOOR
DRAWN Br
Janson
EXHIBIT B
BUILDERS
SELECT
2120 M in Serest
C•00 FM.LA
0 3194664666
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FRONT ELEVATION
ED
START DATE-
WO 0312.2025
LAST UPDATED:
03.262025
0.162025
- \ 0622.2025
\\\\1V\ 06-01.2025
05 2025
/ 02025
o62010 102025
b DRAWING TYPE
FRONT
&LEFT
ELEVATION
I24-0" I °-
LEFT ELEVATION ,,OR wN s,
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EXHIBIT B
BUILpERS
SELECT
2120 Main Sheol
Cedar Fab.LA
319.266-2660
v5
CUSTOMER:
W
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w28,7
REAR ELEVATION
.2025
osi
LAST 2UPDA2ED:
03-12 xns
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— 022-1025
V _ -_ 06]}2025
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0509-2025
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ORAWNG TYPE
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d2AWN BY:
2026-12677
RECORDED.08/24;202G V 9.29.4E AM
RECORDING FEE:$12.00
REVENUE TAX:$
COMBINED FEE:$12.00
SANDIE L.SMITH,RECORDER
BLACK HAWK COUNTY,IOWA
v->akcicG S Sv7G
VERIFIED CLAIM PURSUANT TO IOWA CODE § 614.24
The undersigned claimant states:
1. The Claimant is the City of Waterloo, Iowa("City").
2. Pursuant to Resolution No. 2004-29, the City entered into a certain Development
Agreement with Roosevelt Roby,dated January 21,2004,and recorded in the Office of the Black Hawk
County Recorder on August 26, 2005, in Fee Book 2006 at Page 5436, concerning the following real-
estate:
Auditor Rainbow's Logan Avenue &Belt Line Plat Lot 18 and Lot 19;
Also, that part of Lots 13, 14, and 15 of Auditor Rainbow's Logan
Avenue&Belt Line Plat lying South of the North line of Lot 18 of said
addition extended West to the Chicago Central Railroad Right-of-Way;
Also, Lot 59 of Morris Case Addition lying Easterly of the Chicago
Central Railroad right-of-way;
all in the City of Waterloo,Black Hawk County, Iowa.
3. Pursuant to Resolution No. 2004-155, the City entered into an Addendum to
Development Agreement with Roosevelt Roby, dated January 21, 2004, and recorded in the Office of
the Black Hawk County Recorder on August 21, 2006, as Doc. No. 2007004304, concerning the
following real estate:
That part of the 18 foot wide alley that lies Southerly of a line drawn
from a point on the Northeasterly line of Lot 59 Morris Case Addition
which is 31.8 feet Northwest of the most Easterly corner of said Lot 59
to the Southeasterly comer of Lot 13 of Auditor Rainbow's Logan
Avenue and Belt Line Plat, and Northerly of a line that is the extension
of the Southeasterly line of Lot 59 Morris Case Addition Northerly to
its intersection with the North line of Chestnut Street; all in the City of
Waterloo, Black Hawk County, Iowa.
4. The interests claimed by City arise from and are evidenced by the Development
Agreement and Addendum aforementioned, and include, but are not necessary limited to, rights of
reentry and reversionary interests, powers of termination, and other related rights and remedies
benefitting the City and affecting the above-described real estate.
5. The City hereby gives notice that it claims and preserves all such rights, interests, and
remedies in the Development Agreement and Addendum to Development Agreement described above.
6. This Verified Claim is filed for the purpose of preserving and continuing the
enforceability of such rights, interests, and remedies and preventing the same from becoming barred
by operation of Iowa Code § 614.24.
WHEREFORE,the City of Waterloo, Iowa,records this Verified Claim and asserts all rights,
interests, and remedies arising under the Development Agreement and the Addendum to Development
Agreement.
CITY OF WATERLOO,IOWA
By:
David Boesen, Mayor
Attest: L9 —
Kelley Felch Ci Clerk
STATE OF IOWA }
COUNTY OF BLACK HAWK }
Acknowledged before me on this k day of a
2026, by David Boesen and Kelley Felchle, Mayor and City Llerk, respectively, of the City of
Waterloo, Iowa.
h `
Notary Public
@ NANLA1o *W
No COMa �i MY
Docusign Envelope ID:58A56637-7E62-819E-818C-3B72C9538E0D 2026-12678
V 09:29:47
RECORDING FEE:$7.00
REVENUE TAX:$
COMBINED FEE:$7.00
SANDIE L.SMITH,RECORDER
BLACK HAWK COUNTY,IOWA
i Prepared by LeAnn M. Even, Deputy City Clerk, City of Waterloo, 715 Mulberry Street,
Waterloo, IA 50703, (319) 291-4323.
RESOLUTION NO. 2026-397
RESOLUTION APPROVING A DEVELOPMENT
AGREEMENT WITH DHANI RE INVESTMENTS, LLC FOR
THE CONSTRUCTION OF A NEW SINGLE-FAMILY HOME
AT 136 JANNEY AVENUE, INCLUDING A $5,000.00 INFILL
GRANT, AND AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE SAID DOCUMENT.
WHEREAS, the City of Waterloo, Iowa, desires to encourage residential development
and neighborhood reinvestment within the City; and
WHEREAS, Dhani RE Investments, LLC proposes to construct a new single-family
home at 136 Janney Avenue; and
WHEREAS, a Development Agreement has been prepared between the City of Waterloo
and Dhani RE Investments, LLC for said project, including a$5,000.00 infill grant to assist with
i the construction of the new single-family home; and
WHEREAS, the City Council finds that approval of the Development Agreement and
infill grant will further the City's goals of promoting infill housing development, improving
neighborhood conditions, and increasing the residential tax base.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF
WATERLOO, IOWA,
1. The Development Agreement with Dhani RE Investments, LLC for the construction
of a new single-family home at 136 Janney Avenue, including a $5,000.00 infill grant, 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 20th day of July 2026.
rSigned by:
0et. , ISGst,l&.
393C0307B3D3421...
David Boesen, Mayor
ATTEST:
,.—Signed by:
F
KelleyKelehC1e, City Clerk
SEAL
O vv piP
4
• tlhIYilnnununu •
* 0
Prepared By:Austin J. McMahon, Lange&McMahon, PLC,222 1st St. E., Independence, IA (319)334-4488
DEVELOPMENT AGREEMENT
This Development Agreement(the "Agreement") is entered into as of this 20
day of 202(v, by and between Dhani RE Investments
LLC (the "Company") ad the City of Waterloo, Iowa (the "City").
RECITALS
A. Company has completed construction of a single-family residence and related
improvements on property located in the City of Waterloo as an infill lot in an established
residential neighborhood, legally described as set forth in Exhibit A.
B. City considers infill residential development within the City to be a benefit to
the community and is willing for the overall good and welfare of the community to provide
financial incentives to encourage that goal, and the City further believes that the project is in
the vital and best interests of the City and that the project and such incentives are in
accordance with the public purposes and provisions of applicable State and local laws and
requirements under which the project has been undertaken and is being assisted.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the
parties agree as follows:
1. Improvements by Company. Company has constructed a single-family
residence and incidental infrastructure or features, such as landscaping, water detention,
paving, signage, and parking, on the Property in accordance with this Agreement,
including but not limited to, the plans or drawings attached to this Agreement as Exhibit
B.
Company agrees that the Improvements shall be constructed in accordance with the
terms of this Agreement, the urban renewal plan applicable to the Property, and all
applicable City, state, and federal building codes and shall comply with all applicable
City ordinances and other applicable law. City may require that Company submit
specific building designs and site plans for City's review and reasonable approval.
Company will use its best efforts to obtain, or cause to be obtained, in a timely manner,
all required permits, licenses and approvals, and will meet, in a timely manner, 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, including
but not limited to final permit inspections. The Property, the Improvements, and all site
preparation and development-related work to make any of the Property usable for
Company's purposes as contemplated by this Agreement are collectively referred to
as the "Project."
2. City Incentives.
A. Infill Grant. The City shall pay an Infill Grant to Company in the amount
of$5,000.00 within sixty (60) days of issuance of a certificate of occupancy or within
sixty (60) days of the date of this Agreement, whichever is later.
3. 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.
4. Indemnification and Releases.
A. Company hereby releases City, its elected officials, officers, employees,
and agents (collectively, the "indemnified parties") from, covenants and agrees that
the indemnified parties shall not be liable for, and agrees to indemnify, defend and
hold harmless the indemnified parties against, any loss or damage to property or any
injury to or death of any person occurring at or about the Property arising after
Company's lease or acquisition of the same 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 about the Property or the Improvements,
due to any act of negligence or willful misconduct of any person, other than any act of
negligence or willful misconduct on the part of any 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
conditions of the Property and the construction, installation, ownership, and operation
of the Improvements, or(3) any hazardous substance or environmental contamination
located in or on the Property.
C. The provisions of this Section shall survive the expiration or termination
of this Agreement.
5. Non-Appropriation. Any incentives or payments owed by City to Company
under the terms of this Agreement are subject to appropriation by City Council. The right
of non-appropriation reserved to City herein is intended by the parties, and shall be
construed at all times, to ensure that City's obligation to make any future payments to
Company shall not constitute a legal indebtedness of City within the meaning of any
applicable constitutional or statutory debt limitation prior to the adoption of a budget which
appropriates funds for the payment of that installment or amount.
6. Default. The following shall be "Events of Default" under this Agreement, and
the term "Event of Default" shall mean any one or more of the following events that
continues beyond any applicable cure periods:
A. Failure by Company to cause the construction of the Improvements to
be commenced and completed pursuant to the terms, conditions and limitations of this
Agreement;
B. Transfer by Company of any interest (either directly or indirectly) in the
Improvements, any part of the Property, or this Agreement, without the prior written
consent of City except as security for financing of Improvements or the Project;
C. Failure by Company to pay, before delinquency, all ad valorem property
taxes levied on or against any of the Property;
D. Failure by any party hereto to substantially observe or perform any
covenant, condition, obligation or agreement on its part to be observed or performed
under this Agreement;
E. Company (1) files any petition in bankruptcy or for any reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar relief
under the federal bankruptcy law or any similar state law; (2) makes an assignment
for the benefit of its creditors; (3) admits in writing its inability to pay its debts generally
as they become due; (4) is adjudicated a bankrupt or insolvent; or if a petition or
answer proposing the adjudication of Company as a bankrupt or its reorganization
under any present or future federal bankruptcy act or any similar federal or state law
shall be filed in any court and such petition or answer shall not be discharged or denied
within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of
Company, or part thereof, shall be appointed in any proceedings brought against
Company and shall not be discharged within ninety (90) days after such appointment,
or if Company shall consent to or acquiesce in such appointment; or(5) defaults under
any mortgage applicable to any of Property.
F. Any representation or warranty made by Company in this Agreement,
or made by Company in any written statement or certificate furnished by Company
pursuant to this Agreement, shall prove to have been incorrect, incomplete or
misleading in any material respect on or as of the date of the issuance or making
thereof.
7. Remedies.
A. Default by Company. Whenever any Event of Default in respect of
Company occurs and is continuing, the City may terminate this Agreement upon a 30-
day written notice. Upon termination, City may exercise any and all remedies available
at law, equity, contract or otherwise for specific performance and/or recovery of any
sums paid by City to Company.
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. The
remedies available to the City shall survive any termination of this Agreement.
8. 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.
9. 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.
10. 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.
11. Notices. 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, 4719 Luxley Drive, Waterloo, Iowa 50701.
Delivery of notice shall be deemed completed upon: (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 or electronic mail so long as the
sender obtains electronic confirmation that such transmission was successful.A party may
change the address for giving notice by any method set forth in this Section.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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.
17. Binding Effect. This Agreement shall be binding and shall inure to the benefit
of the parties and their respective successors, assigns, and legal representatives.
18. Counterparts. This 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.
19. 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.
20. 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 set forth above.
[signatures on next page]
CITY OF WATERLOO, IOWA DHANI RE INVESTMENTS LLC
By: /l/"Gw By:
Y
David Boesen, Mayor
Attest: Name: /}c9
elley Fel , CI y Clerk
Title: 14nunanef
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK
On this ,)--Ct day of ( , 202L, before me, a notary public in and
for the State of Iowa, personally aped David Boesen and Kelley Felchle, to me personally
known, who being duly sworn ho being duly sworn, did say that they are the Mayor and
City Clerk, respectively, of the City of Waterloo, Iowa, a municipal corporation, created and
existing under the laws of the State of Iowa, and that the seal affixed to the foregoing
instrument is the seal of said municipal corporation, and that said instrument was signed
and sealed on behalf of said municipal corporation by authority and resolution of its City
Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and
deed of said municipal corporation by it and by them voluntarily executed.
—Ct.()CJ'
S3lItdX3 NOISS5W400JlW * ;,,,- '� Notary Public J
Malt ON NOISSIWWOO g
AB$IH 3NNHAONHN_ 07v,
'` NANCY ANNE HIGBY
N NOe
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EXHIBIT A
Description
Lot 21 in Block 1 in "Hagerman Place" in the City of Waterloo, Iowa.
EXHIBIT B
BUILDERS
t__ ' SELECT
2121 Win SIna1
Cedo<raw..
319 266-26611
28'4
/ 24 0" / 44 / CUSTOMER.
/ 7.4 I 17-6" /
3/12
TO PATIO CO'
mmm
6-0
5
5
3/12 iTii
13'.1" 213,13%
■ KITCHEN L J O
A w
WI
Q Q Q m o
Q
§ 5 ..
sr. 3'-I" 5 :: Z
eo•Rooeeuvorrsrte ! y 1 CAR GARAGE
t.
JIVING ROOM sB'0reroledDW;: �""
ROOF OVERVIEW wi star
&c ling per
Cr
3/12 PITCH 5
,,
• START DATE
2' EAVES ' 10`10- A6 UPDATED
tempered 0126-2025
0416225
1 ' RAKES .• °`N '
L7 4-b'a S'0' TYaT 6' 05-01-2025
lempNed •' D5W-2025
A 1 1. L' 061112025
/ 3'-6" / 4'-11- / 3'-8" 1 11'-11- 06192025
added note
/ 244 / 4- /
ORAWRIG TYPE
28,47
• MAIN
MAIN FLOOR FLOOR
376 SQ. FT. o_
DRAWN BY
EXHIBIT B
BUILDERS
SELECT
154 FM a .,ATIC xwEt0X
VT a56:006W W/CEP iwVER Vt.,EWE
MR W.E11.66MEELIAER �—I MES T Oc 2120 Moro Street
ceeo Ra«.LE
x MtN,lalnf 219266266E
MP FOCA
A USVARM 5O11I17FAA3CV.Gmet -- f_ ?MO,u wort,-
a CEeNG
256 MSCM .... 1 fU510Ek'
EX665406 SONG
MAuvrAlNw � n 1oRrwAu. a.. +%,
24'0" ♦
2.6 slum 1<« 11
2.6 WALED 6057.s¢1 we rz.waEuu mouce, Arx+e ♦ 5 6- 1 13'-0" I 5 6" ♦
AnclroR Mxn coMco9l6 Sus
sm
.0LEE, 5'.C-,♦.fs sa,4.0,
fa mOwn.. tM,DRt.00M0 W
10'-2'.5" 1t7•�n 10'-2'',;' ♦
3EDROCM#1 N ' BEDROOM#2 L\
WALL SECTION-NOT TO SCALE w O
1 o
i. T
b 1
- R 10,2,/,. 12 2 ~ 7>
nl {-6 6 4 Z
4.. 1p s
�,I ma
`L `' 34. i
,{ '9 -6111°.:3° ' 3.-7' 7 '9
START Owik.
...-.._ a \\\\\\ 03-12.2025
'o // j \ lASiUPD025D:
\i. 0416202E
E 0202E
. — ...... _.`, 1 - . ♦ 00-01-2025
05-09-2025
1}II p614N#5
sedan v1 update vrow
24'0"10'I" 06.19-2075
added attic«ceu
528 SQ. FT. DRAWING TYPE
2ND FLOOR
DRAwh ET.
EXHIBIT B
BUILDERS
SELECT
I
2120 Mon SRee-
Coaa LA
319 2662668
6 .-
C,,,,,
°o Il [I.
W
I I� l t IL 1 it
b. 11 , 0
>-
-- - z
28 3 I I—
F2oNT ELEVATION
1-3
STARt DATE'
0112 2025
LAST UPDATED
0126-2025
04-16.2025
05-09.2025
\\\\\V\ 05-01.2025
5 2025
0-2
/ 06 10 2025
06 10 2025
b DRAW,tr VE
FRONT
&LEFI
ELEVATION
1 2a-1
LEFT ELEVATION [WA .6 :<:.
EXHIBIT B
BUILDERS
SELECT
1 10 Alan Sneef
Cetl0e Fwl,IA
1,1 266-1663
U
"] CUSI3e6l4
Fil II
I W
_I I
LuO
i
I1 T1
aa__ >._
, z
1 1
III 2EAFIZ LLLViTION
w VAN:0A0-
03 110023
_ LAST UPUA1,13
. _ _
06-16.2025
_ - _ _ _ it
* 03 26.2025
an-xns 05 .2025
0025
056-109-26025
P CRAwING TYPE
I REAR&LEFT
I ELEVATION
lI za0
RIcUUT ELEVATION — u "
DRAWN BY