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HomeMy WebLinkAbout1515 Sycamore LLC - Real Estate Purchase Agreement - 12.2.2024 REAL ESTATE PURCHASE AGREEMENT TO: City of Waterloo,Iowa("Seller") FROM: 1515 Sycamore, LLC ("Buyer") Preamble: Seller previously entered into a certain Development Agreement (the "DA") with Gearhart Moore Holdings, LLC ("GMH") dated April 15, 2024, and pursuant to a certain amendment thereto dated May 22, 2024, Buyer herein was substituted for GMH as project developer. The DA has been further amended to include additional real estate, pursuant to a certain amendment thereto dated December 2, 2024. All of said instruments and a project site map are attached hereto as exhibits. Each of said instruments has been previously approved by the City Council of Seller. The parties enter into this Agreement in supplementation of the DA to qualify Buyer's intended development project for housing tax credit. This Agreement is not intended to alter the terms of the DA,as amended,nor shall it have the effect of doing so. Buyer hereby offers to buy, and the Seller by its acceptance agrees to sell,the real property situated at 1515 Sycamore Street,Waterloo,Iowa,consisting of 2.1665 acres,more or less,and a portion of Elm Street, consisting of 0.4049 acres, more or less (in all, a total of 2.5714 acres, more or less), legally described as per the abstract of title and generally described as set forth on Exhibit 1 attached hereto;together with any easements and appurtenant servient estates,but subject to restrictive covenants, ordinances, limited access provisions, and easements of record, herein referred to as the "Property," upon the following terms and conditions: 1. PURCHASE PRICE. The Purchase Price shall be$1.00, due and payable in full at closing. 2. POSSESSION AND CLOSING. Possession of the Property shall be delivered to Buyer at closing. Closing shall occur at City Hall, 715 Mulberry Street, Waterloo, subject to prior satisfaction or waiver of any conditions stated in this Agreement or the DA. City will convey title to Company within 30 days of receiving a written request from Company, provided that before such request the development project has received one or more of the following: (i)an award of 4%tax credits from the Iowa Finance Authority; (ii) an award of state and federal historic tax credits in an amount satisfactory to Company; (iii) an award of grayfield credits from the State of Iowa;(iv)an award of infill housing credits from the City;or(v)approval of a loan commitment for project financing. Company must request conveyance of title within 48 months after the date of this Agreement, or City may, at its option,terminate this Agreement by written notice to Company. 3. REAL ESTATE TAXES. The Property is currently exempt from real estate taxes. 4. SPECIAL ASSESSMENTS. Seller shall pay at time of closing all installments of special assessments which are a lien on the Property as of closing or which can be verified to be owing as of the closing date but are not yet certified as a lien. Buyer shall pay all other special assessments or installments. 5. CONDITION OF PROPERTY. Seller sells the Property "AS IS" and makes no warranties, expressed or implied,as to the condition of the Property. 6. ABSTRACT AND TITLE. As set forth in the DA. 7. DEED. As set forth in the DA,except that the part of the Property consisting of vacated Elm Street shall be conveyed by quit claim deed. 8. REMEDIES OF THE PARTIES. As set forth in the DA. 9. GENERAL PROVISIONS. In the performance of each part of this Agreement,time shall be of the essence. Failure to promptly assert rights herein shall not,however,be a waiver of such rights or a waiver of any existing or subsequent default. This Agreement shall apply to and bind the successors in interest of the parties. This Agreement shall survive the closing. This Agreement contains the entire agreement of the parties and shall not be amended except by a written instrument duly signed by Seller and Buyer. Paragraph headings are for convenience of reference and shall not limit or affect the meaning of this Agreement. Words and phrases herein shall be construed as in the singular or plural number, and as masculine,feminine or neuter gender according to the context. 10. NO REAL ESTATE AGENT OR BROKER. Neither party has used the service of a real estate agent or broker in connection with this transaction. 11. ADDITIONAL PROVISIONS. A. Special contingencies to effectiveness of Agreement. Notwithstanding any signatures below by representatives of Buyer, this Agreement is expressly subject to approval by the city council of Buyer. B. The parties hereby affirm the DA and agree that this Agreement does not modify or amend any of the terms set forth in the DA,nor waive any rights thereunder. 12. ENTIRE AGREEMENT. This Agreement, together with the DA as previously amended, represents the entire agreement between the parties. 13. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which, including counterparts signed electronically or signed counterparts transmitted by electronic means, shall be deemed an original and all of which,taken together, shall constitute one and the same instrument. SELLER BUYER City of Waterloo,Iowa 1515 Sycamore,LLC By: By: Mayor Sam Edelson,Manager Attest: he( City Clerk 2 Exhibits See the following documents attached hereto: 1. Property description 2. Development Agreement dated April 15, 2024 3. Amendment to Development Agreement dated May 22, 2024 4. Amendment to Development Agreement dated December 2, 2024 5. Site Map Exhibit 1 Property Description Lots 1-12, Block 4, and all of the alley in Block 4, Riverside Addition, City of Waterloo, Black Hawk County, Iowa; AND That portion of Elm Street lying southwesterly of the southwesterly right-of-way line of Lafayette Street and lying northeasterly of the northeasterly right-of-way line of Sycamore Street, subject to the retention of a public utility easement over, under, across and upon the above described area. Exhibit 2 Prepared by Christopher S.Wendland, P.O. Box 596,Waterloo, IA 50704 Phone (319)234-5701 DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of kirk,,` 1 k 5 , 2024 by and between Gearhart Moore Holdings, LLC or its permitted assignee (the "Company") and the City of Waterloo, Iowa (the "City"). RECITALS A. City is the owner of real property at 1515 Sycamore Street, legally described as set forth on Exhibit "A" attached hereto (the "Property"). Company desires to undertake a project on the Property and is willing and able to finance, rehabilitate and construct a total of at least 70 apartment units and related improvements thereon, upon the terms herein. B. In furtherance of the objectives of Chapter 403 of the Code of Iowa, as amended (the "Urban Renewal Act"), City is engaged in carrying out urban renewal project activities in an area known as the Rath Urban Renewal and Redevelopment Plan Area ("Urban Renewal Area"). C. City considers affordable housing development within the City a benefit to the community and is willing for the overall good and welfare of the community to provide financial incentives so as to encourage that goal, and the City further believes that the project is in the vital and best interests of the City and that the project and such incentives are in accordance with the public purposes and provisions of applicable State and local laws and requirements under which the project has been undertaken and is being assisted. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Sale of Property; Title. Subject to the terms hereof, City shall convey the Property to Company in its as-is condition for the sum of $1.00 (the "Purchase Price"). Conveyance shall be by special warranty deed, free and clear of all encumbrances arising by or through City except: (a) easements, servitudes, conditions and restrictions of record; (b) general utility and right-of-way easements serving the Property; and (c) restrictions imposed by the City zoning ordinances and other applicable law. City makes no representation or warranty as to the condition of the Property or its suitability for Company's purposes. Company is responsible to conduct its own due diligence and inspections. City shall convey title to Company in accordance with the terms of Section 4.B below. Company shall, at its own expense, prepare an updated abstract of title, or in lieu thereof Company may, at its own option and expense, obtain whatever form of title evidence it desires. City shall provide any title documents it has in its possession, including any abstracts, to assist in title review. If title is unmarketable or subject to matters not acceptable to Company, and if City does not remedy or remove such objectionable matters in timely fashion following written notice of such objections from Company, Company may terminate this Agreement without further obligation and return the abstract of title to City. 2. Improvements. Company shall rehabilitate and renovate the existing structure on the Property and construct not less than seventy (70) apartments, common spaces and supporting amenities, and related landscaping, storm water, paving, sidewalks, signage and parking improvements (collectively, the "Improvements"). Company agrees that the Improvements shall be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. Furthermore, Company shall exercise reasonable efforts to rehabilitate the building according to the Secretary of the Interior's Standards for Rehabilitation and Guidelines for Rehabilitating Historic Buildings and to work with the Iowa State Historical Preservation Office in order to qualify the Project for available federal and/or State of Iowa historic tax credits. Company will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Improvements may be lawfully constructed. The Property, the Improvements, and all site preparation and development-related work to make any of the Property usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project." Improvements completed within the schedule established by Section 4 below will be eligible for the benefits provided for in this Agreement. 3. Construction Plans. Company agrees that it will cause the Improvements to be constructed on the Property in conformance with construction plans (the "Plans") that have been submitted to the City. Company agrees that the scope and scale of the Improvements to be constructed shall not be significantly less than the scope and scale of such improvements as detailed and outlined in the Plans. If any material modification in the scope, scale or nature of the Plans is proposed, Company shall submit modified Plans (the "Modified Plans") to the City for review. Modified Plans shall be subject to approval by the City as provided in this Section. City shall approve the modified Plans in writing if: (a) the Modified Plans conform to the terms and conditions of this Agreement; (b) the Modified Plans conform to the terms and 2 conditions of the urban renewal plan; (c) the Modified Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations and City permit and design review requirements; (d) the Modified Plans are adequate for purposes of this Agreement to provide for the construction of the Improvements, and (e) no Event of Default under the terms of this Agreement has occurred; provided, however, that any such approval of the Plans or Modified Plans pursuant to this Section shall constitute approval for the purposes of this Agreement only and shall not be deemed to constitute approval or waiver by the City with respect to any building, fire, zoning or other ordinances or regulations of the City, and shall not be deemed to be sufficient plans to serve as the basis for the issuance of a building permit if the Plans or Modified Plans are not as detailed or complete as the plans otherwise required for the issuance of a building permit. The Plans or Modified Plans must be rejected in writing by City within thirty (30) days of submission or shall be deemed to have been approved by the City. If City rejects the Plans or Modified Plans in whole or in part, Company shall submit new or corrected Plans or Modified Plans within thirty (30) days after receipt by Company of written notification of the rejection, accomplished by a written statement of the City specifying the respects in which Company's Plans or Modified Plans fail to conform to the requirements of this Section. The provisions of this Section relating to approval, rejection and resubmission of corrected Plans or Modified Plans shall continue to apply until they have been approved by the City; provided, however, that in any event Company shall submit Plans or Modified Plans which are approved by City prior to commencement of construction of additional or modified Improvements. Approval of the Plans or Modified Plans by the City shall not relieve Company of any obligation to comply with the terms and provisions of this Agreement, or the provision of applicable federal, state and local laws, ordinances and regulations, nor shall approval of the Plans or Modified Plans by City be deemed to constitute a waiver of any Event of Default. Approval of Plans or Modified Plans hereunder is solely for purposes of this Agreement and shall not constitute approval for any other City purpose nor subject the City to any liability for the Improvements as constructed. 4. Timeliness of Conveyance and Construction; Possibility of Reverter. The parties agree that Company's commitment to undertake the Project and to construct the Improvements in a timely manner constitutes a material inducement for the City to convey the Property to Company and that without said commitment City would not do so. A. Deadlines to commence and complete. Company must obtain a building permit and begin the work of rehabilitation and construction of the Improvements within four (4) months after the date of conveyance (the "Start Date") and Substantially Complete construction within twenty-four (24) months thereafter (the "Completion Deadline"). For purposes of this Agreement, "Substantially Completed" means the date on which the Improvements have been completed to the extent necessary for the City to issue a certificate of occupancy relating thereto and the City has verified that any Project element for 3 which no permit was necessary has been Substantially Completed. All deadlines are subject to Unavoidable Delays as defined in paragraph C below. 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 the Improvements. Any additional or longer time extensions will require consent of the City Council. B. Time of Conveyance. City will convey title to Company within 30 days of receiving a written request from Company, provided that before such request the Project has received one or more of the following: (i) an award of 4% tax credits from the Iowa Finance Authority; (ii) an award of state and federal historic tax credits in an amount satisfactory to Company; (iii) an award of grayfield credits from the State of Iowa; (iv) an award of infill housing credits from the City; or (v) approval of a loan commitment for Project financing. Company must request conveyance of title within 48 months after the date of this Agreement, or City may, at its option, terminate this Agreement by written notice to Company. C. Events triggering termination and/or reverter of title. 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 as set forth in Section 19, and City shall then have no further obligation to Company under this Agreement. If development has commenced within the required period, as the same may be extended, and is subsequently stopped or delayed as a result of an act of God, war, civil disturbance, court order, labor dispute, fire, or other cause beyond the reasonable control of Company (each an "Unavoidable Delay"), the requirement that construction be completed by the Completion Deadline shall be tolled for a period of time equal to the period of Unavoidable Delay. If City properly terminates this Agreement as provided in Section 19, City shall have no further obligations to Company under this Agreement, including but not limited to any legal or equitable obligation to reimburse Company for any costs expended by Company with respect to the Project or to compensate Company for any value added to the Property by any Improvements. In connection with termination of the Agreement as set forth herein, City may demand reconveyance of the Property in addition to exercising any other available remedies. 5. Reverter of Title; Indemnity. In the event of any reverter of title pursuant to Section 4, then Company agrees that it shall, at its own expense, promptly execute all documents, including but not limited to a special warranty deed, or take such other actions as the City may reasonably request to effectuate said reverter and to deliver to City title to the Property, free and clear of any lien, claim, charge, security interest, mortgage or encumbrance (collectively, "Liens") arising by or through Company. Concurrently with delivery of the deed, Company shall also return to City the abstract of title, if provided. Company shall pay in full, so as to discharge or satisfy, all Liens on or against the Property. Appointment of Attorney in Fact: If Company fails to deliver such documents, including but not limited to a special warranty deed, to City within thirty 4 (30) days of written demand by City, then City shall be authorized to execute, on Company's behalf and as its attorney-in-fact, the special warranty deed or other documents required by this Section, and for such limited purpose Company does hereby constitute and appoint City as its attorney-in-fact. Company further agrees that it shall indemnify City and hold it harmless with respect to any demand, claim, cause of action, damage, or injury made, suffered, or incurred as a result of or in connection with the Project, 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 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 attorneys' 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. 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 Property or any part thereof for any purpose except in connection with financing of the Improvements. Any other mortgage shall be void. 7. Utilities. Company will be responsible for extending, at its own expense, water, sewer, telephone, telecommunications, electricity, gas and other utility services to any location on the Property and for payment of any associated connection fees. 8. Minimum Assessment Agreement. Company acknowledges and agrees that it will pay when due all taxes and assessments, general or special, and all other charges whatsoever levied upon or assessed or placed against the Property. Company further agrees that prior to the date, as may be extended, set forth in Section 2 of the Minimum Assessment Agreement (the "MAA") attached hereto as Exhibit "B" it will not seek or cause a reduction in the valuation for the Property as improved pursuant to this Agreement, which shall be fixed for assessment purposes, below the amount of $1,335,410.00 (the "Minimum Actual Value"), through: (i) willful destruction of the Property, the Improvements, or any part of either; (ii) a request to the assessor of Black Hawk County; or (iii) any proceedings, whether administrative, legal, or equitable, with any administrative body or court within the City, Black Hawk County, the State of Iowa, or the federal government. 5 Company agrees to execute and deliver the MAA concurrently with execution and delivery of this Agreement. 9. Project Incentives. To aid the Project, City agrees to provide the following assistance: A. Grants. Provided that Company has completed the Improvements before the Completion Deadline, and that Company has executed an MAA as set forth in Section 8 above, City agrees to make a semi-annual grant payment (each a "Grant") to Company within five (5) business days after City receives from Company proof that Company has paid, as applicable, the general property tax installment payable in September and the immediately following March of each property tax fiscal year (a "Fiscal Year"), starting in Year One (defined below). If Company desires to expedite City's ability to issue a Grant, Company may notify City of its intent to make the tax payment up to thirty (30) days in advance of the payment due date. Subject to the terms of this Agreement, City agrees to make thirty (30) Grants to Company. Each Grant shall be an amount equal to the general property tax installment that will be delinquent if not paid in full on or before September 30 or March 31, as applicable, less $5,000.00. "Year One" is the first full Fiscal Year for which the assessment is based upon the completed value of the Improvements and not based on a prior Fiscal Year for which the assessment is based solely upon (x) the value of the Property, or upon (y) the value of the Property and a partial value of the Improvements due to partial completion of such Improvements or a partial Fiscal Year. As an example of the above provision, in the event Improvements on the Property are completed prior to January 1, 2026 and the Property and Improvements are assessed as fully completed based on the Plans, as may be revised, the property taxes that would be assessed based on the January 1, 2026 assessed value would be for the Fiscal Year ending June 30, 2028. The first Grant would be payable by City on or before September 1, 2027. B. Infill Housing Incentive. In addition to any other Project incentives made available by City under this Agreement, City will pay a grant of $5,000.00 to Company as provided in the City's infill housing policy for timely completion of each dwelling unit of the Improvements. Such grant will be payable within sixty (60) days after City has verified that the Improvements have been Substantially Completed. C. Grayfield Incentive. In addition to any other Project incentives made available by City under this Agreement, City will cooperate with Company to secure a grant of up to $1,500,000.00 to Company through the State of Iowa's Brownfield and Grayfield Redevelopment Tax Credit Program (the "Grayfield Grant"). Such grant will be payable according to the terms of the grant award. Company's obligation to proceed with the Project is contingent upon award of the full amount of the Grayfield Grant. 6 10. Limitations on Payment of Grants. A. Each payment of a Grant is subject to annual appropriation by the city council each fiscal year. City acknowledges Company is relying upon City's promises and obligations as contained in this Agreement and Company's financing for the Project is contingent upon the fulfillment of City's obligations hereunder. However, City has no obligation to make any payments to Company as contemplated under this Agreement until the city council annually appropriates the funds necessary to make such payments. The right of non-appropriation reserved to City in this paragraph is intended by the parties, and shall be construed at all times, so as to ensure that City's obligation to make future payments of Grants 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. In the event that any of the provisions of this Agreement are determined by a court of competent jurisdiction or by City's bond counsel to create, or result in the creation of, such a legal indebtedness of City, the enforcement of the said provision shall be suspended, and the Agreement shall at all times be construed and applied in such a manner as will preserve the foregoing intent of the parties, and no Event of Default by City shall be deemed to have occurred as a result thereof. If any provision of this Agreement or the application thereof to any circumstance is so suspended, the suspension shall not affect other provisions of this Agreement which can be given effect without the suspended provision. To this end the provisions of this Agreement are severable. B. Notwithstanding the provisions of Section 9.A hereof, City shall have no obligation to make a payment of a Grant to Company if at any time during the term hereof City fails to appropriate funds for payment; City receives an opinion from its legal counsel to the effect that the use of Tax Increments resulting from the Property and Improvements to fund a Grant payment to Company, as contemplated under Section 9.A above, is not, based on a change in applicable law or its interpretation since the date of this Agreement, authorized or otherwise an appropriate urban renewal activity permitted to be undertaken by City under the Urban Renewal Act or other applicable provisions of the Code, as then constituted or under controlling decision of any Iowa court having jurisdiction over the subject matter hereof; or City's ability to collect Tax Increment from the Improvements and Property is precluded or terminated by legislative changes to Iowa Code Chapter 403. Upon occurrence of any of the foregoing circumstances, City shall promptly forward notice of the same to Company. If the circumstances continue for a period during which two (2) annual Grant payments would otherwise have been paid to Company under the terms of Section 9.A, then either party may terminate this Agreement, without penalty or other liability to the other party, by written notice to the other party. C. For purposes of this Agreement, "Tax Increments" shall mean the property tax revenues on the Improvements and Property received by and made 7 available to City for deposit in an account maintained under this Agreement, the provisions of Iowa Code § 403.19 and the ordinance governing the Urban Renewal Plan. 11. Conditions to City Funding. A. The complete or initial funding by City of the Grants and other Project commitments shall be deemed an agreement of the parties that the applicable conditions to disbursement of funds shall, as of the date of such funding, have been satisfied or waived. If the conditions set forth in this Section are not satisfied at a Grant disbursement date, this Agreement shall terminate unless a new disbursement date is established by amendment to this Agreement. The termination of this Agreement shall be the sole remedy available to City or Company if, for whatever reason, a condition set forth in this Section is not satisfied at a Grant payment date, it being understood that each party shall nonetheless incur costs and liabilities prior thereto for which they alone are responsible. City and Company each expressly assumes all responsibility for the costs and liabilities they may each so incur prior to a Grant payment date and agree to indemnify and hold each other harmless therefrom. B. It is recognized and agreed that the ability of the City to perform the obligations described in this Agreement, including but not limited to the Grant payments, is subject to completion and satisfaction of certain separate city council actions and required legal proceedings relating to the creation of a tax increment financing (TIF) district and/or amendment of the applicable urban renewal plan, including the holding of public hearings on the same. Further, all the obligations of City under this Agreement are subject to fulfillment, on or before each Grant payment date, of each of the following conditions precedent: (i) The representations and warranties made by Company in Section 14 shall be true and correct as of the Grant disbursement date with the same force and effect as if made at such date. (ii) Company shall be in material compliance with all the terms and provisions of this Agreement. (iii) There has not been, as of the Grant disbursement date, a substantial change for the worse in the financial resources and ability of Company, or a substantial decrease in the financing commitments secured by Company for construction of the Improvements, which change(s) make it likely, in the reasonable judgment of the City, that Company will be unable to fulfill its covenants and obligations under this Agreement. 12. Additional Covenants of Company. In addition to the other promises, covenants and agreements of Company as provided elsewhere in this Agreement, Company agrees as follows: 8 A. Company agrees during construction of the Improvements and thereafter until the MAA termination date to maintain, as applicable, builder's risk, property damage, and liability insurance coverages with respect to the Improvements in such amounts as are customarily carried by like organizations engaged in activities of comparable size and liability exposure, and shall provide evidence of such coverages to the City upon request. B. Until the Improvements are Substantially Completed, Company shall make such reports to City, in such detail and at such times as may be reasonably required and requested by City, as to the actual progress of Company with respect to construction of the Improvements. C. During construction of the Improvements and thereafter until the MAA termination date Company will cooperate fully with the City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Improvements. D. Company 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 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. E. Until termination of the MAA, Company will maintain, preserve and keep the Property, including but not limited to the Improvements, in good repair and working order, ordinary wear and tear excepted, and from time to time will make all necessary repairs, replacements, renewals and additions. F. The Property will have an assessed value as set forth in the MAA and any amendments thereto, and Company agrees that the minimum actual value of the Property and completed Improvements as stated in the MAA and any amendments thereto will be a reasonable estimate of the actual value of the Property and Improvements for ad valorem property tax purposes. Company agrees that it will spend enough in construction of the Improvements that, when combined with the value of the Property and related site improvements, will equal or exceed the assessor's minimum actual value for the Property and Improvements as set forth in the MAA and any amendments thereto. G. Until termination of the MAA, Company agrees that it will make no conveyance, lease or other transfer of the Property or any interest therein that would cause the Property or any part thereof to be classified as exempt from taxation or subject to centralized assessment or taxation by the State of Iowa. H. Company shall pay, or cause to be paid, when due, all real property taxes and assessments payable with respect to any and all parts of the Property. Company agrees that (1) it will not seek administrative review or judicial review of 9 the applicability or constitutionality of any Iowa tax statute or regulation relating to the taxation of real property included within the Property that is determined by any tax official to be applicable to the Property or to Company, or raise the inapplicability or constitutionality of any such tax statute or regulation as a defense in any proceedings of any type or nature, including but not limited to delinquent tax proceedings, and (2) it will not seek any tax deferral, credit or abatement, either presently or prospectively authorized under Iowa Code Chapter 403 or 404, or any other state law or City ordinance, of the taxation of real property included within the Property. Company shall keep the Property secure against unauthorized entry to prevent vandalism or damage to the Property or loss of materials, tools or equipment during construction of the Improvements. 13. 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. 14. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. Company is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Company 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. C. Company has full right, title, and authority to execute and perform this Agreement and to consummate all of the transactions contemplated herein, and each person who executes and delivers this Agreement and all documents to be delivered to City hereunder is and shall be authorized to do so on behalf of Company. 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 bylaws of Company or of any contractual restriction, evidence of indebtedness, agreement or instrument of 10 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. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement 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. F. 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. 15. 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 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 condition 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, but only to the extent such liability has not been previously transferred to and accepted by the City in writing. 11 C. The provisions of this Section shall survive the expiration or termination of this Agreement. 16. Obligations Contingent. Each and every obligation of City under this Agreement is expressly made subject to and contingent upon City's completion of all procedures, hearings and approvals deemed necessary by City or its legal counsel for amendment of the urban renewal plan applicable to the Property and/or project area, all of which must be completed within 180 days from the date this Agreement is approved by the City council. City agrees to use its best efforts to complete such activities in a diligent and timely manner. If such completion does not occur, then any conveyance, benefit or incentive of any type provided by City hereunder within said 180-day period is subject to reverter of title, revocation, repayment or other appropriate action to restore such property, benefit or incentive to City, and Company agrees to cooperate diligently and in good faith with any reasonable request by City to effectuate the restoration of same. 17. 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 Project, whether in whole or in part, to any other person or entity without the prior written consent of City, which shall not be unreasonably withheld or delayed. Reasonable grounds for the City to withhold its consent shall include but are not limited to the inability of the proposed transferee to demonstrate to the City's satisfaction that it has the financial ability to observe all of the terms to be performed by Company under this Agreement. 18. 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 Substantially 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, if such written consent is required pursuant to Section 17; 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 material 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) 12 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 part of the 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; or G. Failure by City to diligently pursue City's obligations hereunder, including, but not limited to, funding, approving and providing the Grants described in this Agreement in a timely manner. 19. 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 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. 13 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. 20. Materiality of Company's Promises, Covenants, Representations, and Warranties. Each and every promise, covenant, representation, and warranty set forth in this Agreement to be performed on the part of one party is a material term of this Agreement, and each and every such promise, covenant, representation, and warranty constitutes a material inducement for the other party to enter this Agreement. Each party acknowledges that without such promises, covenants, representations, and warranties, the other party would not have entered this Agreement. Upon a party's material breach of any promise or covenant, or in the event of the material incorrectness or falsity of any representation or warranty by a party, the other party 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, in accordance with the terms of this Agreement. 21. 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. 22. 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. 23. 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, facsimile number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. (b) if to Company, at 2079 W. 44th Avenue, Denver, Colorado 80211, Attention: Benjamin Gearhart & Charles Moore, with copies to Company legal counsel at 314 E. 4th Street, Waterloo, Iowa 50703, Attention: Michael Young. 14 Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, (iii) four (4) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid, or (iv) when transmitted by facsimile so long as the sender obtains written electronic confirmation from the sending facsimile machine that such transmission was successful. A party may change the address for giving notice by any method set forth in this Section. 24. 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. 25. 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. 26. 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. 27. 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. 28. 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. 29. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 15 30. Counterparts. This Agreement may be executed in multiple counterparts, each of which, including counterparts signed electronically or signed counterparts transmitted by electronic means, shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 31. 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. 32. 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 GEARHART MOORE HOLDINGS, LLC By: [�� . I G By: Quentin M. Hart, Mayor l Charles Moore, its Manager Attest: M., eIJ Ie, City Clerk 16 EXHIBIT "A" Legal Description of Property Lots 1-12, Block 4, Riverside Addition, City of Waterloo, Black Hawk County, Iowa; and All of the alley in Block 4, Riverside Addition, City of Waterloo, Black Hawk County, Iowa. Commonly known as 1515 Sycamore Street, Waterloo, IA 50707; Parcel ID #891325259002 EXHIBIT "B" MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement") is entered into as of , t , 2024, by and among the CITY OF WATERLOO, IOWA ("City"), GE RHART MOORE HOLDINGS, LLC or its permitted assignee ("Company"), and the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City and Company have entered into a development agreement (the "Development Agreement") regarding certain real property (the "Property''), described in Exhibit "A" thereto, located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company will undertake the development of an area within the City and within the Rath Urban Renewal and Redevelopment Plan Area, including the construction of certain improvements as described in the Development Agreement (the "Minimum Improvements") on the Property (the "Project"); and WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the Company desire to establish a minimum actual value for the Property and the Minimum Improvements to be constructed thereon by Company pursuant to the Development Agreement, which shall be effective upon substantial completion of the Project and from then until this Agreement is terminated pursuant to the terms herein and which is intended to reflect the minimum actual value of the land and buildings as to the Project only; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the Minimum Improvements which the parties contemplate will be erected as a part of the Project. NOW, THEREFORE, the parties hereto, in consideration of the promises, covenants, and agreements made by each other, do hereby agree as follows: 1. Upon substantial completion of construction of the Minimum Improvements by Company, the minimum actual value which shall be fixed for assessment purposes for the Property and Minimum Improvements to be constructed thereon by Company as a part of the Project shall not be less than$1,335,410.00 (the "Minimum Actual Value") until termination of this Agreement. The parties hereto agree that construction of the Minimum Improvements will be substantially completed by the date set forth in the Development Agreement, and in any case if the Minimum Improvements are not substantially completed by December 31, 2025 the parties agree to execute an amendment to this Agreement that will extend the date specified in Section 2 below. 2. The Minimum Actual Value herein established shall be of no further force and effect, and this Minimum Assessment Agreement shall terminate, on December 31, 2055. The Minimum Actual Value shall be maintained during such period regardless of: (a) any failure to complete the Minimum Improvements; (b) destruction of all or any portion of the Minimum Improvements; (c) diminution in value of the Property or the Minimum Improvements; or (d) any other circumstance, whether known or unknown and whether now existing or hereafter occurring. 3. Company shall pay, or cause to be paid, when due, all real property taxes and assessments payable with respect to all and any parts of the Property and the Minimum Improvements pursuant to the provisions of this Agreement and the Development Agreement. Such tax payments shall be made without regard to any loss, complete or partial, to the Property or the Minimum Improvements, any interruption in, or discontinuance of, the use, occupancy, ownership or operation of the Property or the Minimum Improvements by Company or any other matter or thing which for any reason interferes with, prevents or renders burdensome the use or occupancy of the Property or the Minimum Improvements. 4. Company agrees that its obligation to make the tax payments required hereby, to pay the other sums provided for herein, and to perform and observe its other agreements contained in this Agreement shall be absolute and unconditional obligations of Company (not limited to the statutory remedies for unpaid taxes) and that Company shall not be entitled to any abatement or diminution thereof, or set off therefrom, nor to any early termination of this Agreement for any reason whatsoever. 5. Nothing herein shall be deemed to waive the Company's rights under Iowa Code § 403.6, as amended, to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall the Company seek or cause the reduction of the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. Nothing herein shall limit the discretion of the Assessor to assign at any time an actual value to the land and Minimum Improvements in excess of the Minimum Actual Value. 6. Company agrees that during the term of this Agreement it will not: (a) seek administrative review or judicial review of the applicability or constitutionality of any Iowa tax statute relating to the taxation of property contained as a part of the Property or the Minimum Improvements determined by any tax official to be applicable to the Property or the Minimum Improvements, or raise the inapplicability or constitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; or (b) seek any tax deferral, credit or abatement, either presently or prospectively authorized under Iowa Code Chapter 403 or 404, or any other state law, of the taxation of real property, including improvements and fixtures thereon, contained in the Property or the Minimum Improvements; or 2 (c) request the Assessor to reduce the Minimum Actual Value; or (d) appeal to the board of review of the city, county, state or to the Director of Revenue of the State of Iowa to reduce the Minimum Actual Value; or (e) cause a reduction in the Minimum Actual Value through any other proceedings. 7. This Agreement shall be promptly recorded by the City with the Recorder of Black Hawk County, Iowa. The City shall pay all costs of recording. 8. Neither the preambles nor provisions of this Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement. 9. 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. 10. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties, including but not limited to future owners of the Project property. IN WITNESS WHEREOF, the parties have executed this Minimum Assessment Agreement by their duly authorized representatives as of the date first set forth above. [signatures on next page] 3 CITY OF WATERLOO, IOWA GEARHART MOORE HOLDINGS, LLC By: LkV vets By: z��z..fL.-�G -- Quentin Hart, Mayor Charles Moore, its Manager By: VLL _ � C �--- Kelley Felchl , City Clerk STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) On this / ' 1day of , 2024, before me, a Notary Public in and for the State of Iowa, pers49)771 lly appeared Quentin Hart and Kelley Felchle, to me personally known, who 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. (PR'ALS BRITNI C PERKINS 2 COMMISSION NO.845529 * "fin,it MY COMMISSION EXPIRES IOWA JANUARY 27,2026 ublic r✓ 4 STATE OF COLORADO ) ) ss. DENVER COUNTY ) Subscribed and sworn to before me on M(p',ti IP^ , 2024 by Charles Moore as Manager of Gearhart Moore Holdings, LLC. ELIZABETH CLAVEL NOTARY PUBLIC STATE OF COLORADO Notary Public NOTARY ID 20194020964 MY COMMISSION EXPIRES 06/04/2027 5 CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the Minimum Improvements to be constructed and the market value assigned to the land upon which the Minimum Improvements are to be constructed for the development, and being of the opinion that the minimum market value contained in the foregoing Minimum Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the property described in the foregoing Minimum Assessment Agreement, certifies that the actual value assigned to that land and improvements upon completion shall not be less than One Million Three Hundred Thirty-Five Thousand Four Hundred Ten and 00/100 Dollars ($1,335,410.00) until termination of this Minimum Assessment Agreement pursuant to the terms hereof, subject to adjustment as provided in said agreement. Assessor for Black Hawk County, Iowa Date STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) Subscribed and sworn to before me on , 2024 by T.J. Koenigsfeld, Assessor for Black Hawk County, Iowa. Notary Public Exhibit 3 Preparer Information: Christopher S.Wendland, PO Box 596, Waterloo, Iowa 50704 (319)234.5701 Name Address City Phone SPACE ABOVE THIS LINE FOR RECORDER AMENDMENT TO DEVELOPMENT AGREEMENT AND AMENDMENT TO MINIMUM ASSESSMENT AGREEMENT This Amendment to Development Agreement and Amendme t to Minimum Assessment Agreement (the "Amendment") is entered into as of 2?'°" , 2024, by and between Gearhart Moore Holdings, LLC (the "Company") and th'e City of Waterloo, Iowa (the "City"). RECITALS A. Company and City are parties to a certain Development Agreement dated April 15, 2024 (the "DA"), concerning the development of land (the "Property") described on Exhibit "A" to the DA. Company and City are also parties to that certain Minimum Assessment Agreement (the "MAA") pertaining to the Property, dated as of the same date as the original DA. B. The DA contemplated that Company might assign its interest in the DA and the MAA to a different entity for project purposes, and Company desires to make an assignment in connection with an application for low- income housing tax credits. C. The parties desire to amend the DA and the MAA to modify the terms thereof as set forth in this Amendment. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. The DA and the MAA are hereby amended to substitute 1515 Sycamore, LLC as "Company" in lieu of Gearhart Moore Holdings, LLC. 1515 Sycamore, LLC does hereby agree to all terms, conditions, and covenants of Company under the DA and the MAA as though 1515 Sycamore, LLC were an original party thereto, and 1515 Sycamore does hereby assume all duties of Company thereunder. Gearhart Moore Holdings, LLC is hereby released from further obligation under the DA and the MAA and hereby waives any and all right, title, interest or claim in or to the Property or any benefit flowing to Company under the DA or the MAA. City does hereby consent to the foregoing assignment and assumption. 2. Except as modified herein, the DA and MAA shall continue unmodified in full force and effect. Terms in this Amendment that are capitalized but not defined will have the same meanings herein that are ascribed to them in the DA or MAA, as applicable. The DA, MAA, and this Amendment shall inure to the benefit of and be binding upon the parties and their respective successors and assigns. IN WITNESS WHEREOF, the parties have executed this Amendment to Development Agreement and Amendment to Minimum Assessment Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA GEARHART MOORE HOLDINGS, LLC By: QCCenitit l'E By: Quentin Hart, Mayor Charles Moore, Manager Approved by council 6/3/2024 Attest: Kerley FelchCe _ Kelly Feichle, City Clerk _ 1515 SYCA , LLC By: Sam son, Manager