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HomeMy WebLinkAboutRyan Companies US - Amd to DA and RE Contract - (RECORDED)12.2.2024 • 2025-03093 RECORDED:03/07/2025 01:46:37 PM RECORDING FEE:$32.00 REVENUE TAX:$ COMBINED FEE:$32.00 SANDIE L.SMITH,RECORDER BLACK HAWK COUNTY,IOWA *REcorders note: Recorded as presented. Of Upocedoo Prepared by: Christopher S.Wendland,P.O.Box 596,Waterloo.IA.50704. 319-234-5701 Taxpayer address:715 Mulberry Street,Waterloo,IA,50703 REAL ESTATE CONTRACT This Real Estate Contract(the"Contract"), made and entered into as of September 166 , 2024, by and between Ryan Companies US,Inc.("Seller")and the City of Waterloo,Iowa("Buyer"): WITNESSETH,that the Seller sells to the Buyer and the Buyer purchases the following described real estate (the"Property")situated in Black Hawk County,State of Iowa,to-wit: See attached Exhibit A SUBJECT TO RESTRICTIVE COVENANTS,ORDINANCES,AND LIMITED ACCESS PROVISIONS OF RECORD, IF ANY,AND TO EXISTING EASEMENTS,IF ANY. Statement per Iowa Code 558.69:There is no known private burial site,well,solid waste disposal site,underground storage tank,hazardous waste,or private sewage disposal system on the property as described in Iowa Code section 558.69,and therefore the transaction is exempt from the requirement to submit a groundwater hazard statement. The property intended to be covered by the terms hereof shall include all buildings,storage sheds, land,rights, easements,and access necessary or appurtenant thereto and owned by Seller. Included, if now in or on said premises and owned by the Seller,are all fixtures including but not limited to:attached carpeting,window shades; blinds;curtain rods and hardware; lighting fixtures and bulbs; ceiling fans; built-in appliances and accessories; antenna,television mounting brackets;awnings;door chimes;fireplace grates and andirons;mailbox;installed sump pumps;garage door openers and controls;and bushes,shrubs,and other vegetation. Also included,if not rentals, are satellite dish,water softener and filtration systems,installed alarm devices,propane tanks and all other fixtures not hereinafter reserved by Seller in writing. 1. THE TOTAL PURCHASE PRICE for the Property is Two Million One Hundred Thirty-nine Thousand Dollars($2,139,000),payable at Black Hawk County,Iowa as follows: (a) Buyer shall pay$10,000 as a down payment upon execution of this Contract. (b) Payments of$800,000 each will be made each year,starting on June 30,2025 and continuing thereafter on or before the last day of June until and including June 30,2027,when the balance and all accrued interest will be due and payable in full.At Buyer's option,it may elect to pay accrued interest with each annual payment. (c) Balance of unpaid principal and accrued interest will be due and payable in full on or before June 30,2027. (d) Buyer may prepay any installment due under this Contract, in whole or in part,at any time and without penalty.The amounts due hereunder shall accrue interest at a rate of nine percent(9%)per annum until paid in full. 2. POSSESSION is to be given Buyer upon execution of this Contract. There are no other parties in possession of the Property. 1 • 3. TAXES AND ASSESSMENTS. Seller shall cause all property taxes and assessments attributable to the period of its ownership to be prorated as of the date of this Contract, and Seller shall pay or cause to be paid all taxes and assessments that are due and owing as of such date and shall give Buyer a credit for any such taxes and assessments that become payable after such date that are attributable to Seller's period of ownership. Seller shall be responsible for all taxes and assessments payable with respect to all periods prior to the date hereof. Buyer will be liable for payment of all general property taxes and assessments becoming due and payable for all years after the date hereof. If any installment of general property taxes is to be pro-rated and such pro-rating cannot be determined by the date for settlement thereof, such pro-rating shall be based on the amount of the last determinable installment. 4. INSURANCE. From and after delivery of possession, Buyer shall provide fire and extended coverage insurance on said premises at least equal to the unpaid balance owing hereunder, in a company acceptable to Seller, all policies to protect the interest of both parties hereto as their interests may appear. Buyer shall promptly provide to Seller a certificate of insurance naming Seller as an additional insured. 5. RENTS AND INSURANCE are to be adjusted as of date of this Contract. 6. TITLE. At the time of final payment hereunder, the Seller shall convey the Property to the Buyer by SPECIAL WARRANTY DEED. Prior to the date of this Contract, Buyer shall inspect title to the Property and its execution of this Contract indicates its approval of the condition of title as of the date of execution. Any additional liens or interests in the land appearing of record at the time this Contract is paid in full shall either be approved in advance by Buyer or removed by Seller at the time this Contract is paid in full. 7. CARE OF PROPERTY. No improvements placed upon the Property, or now thereon, shall be removed or destroyed until final payment is made, nor shall the Buyer commit waste of the Property. Buyer shall be solely responsible, without claim or recourse to Seller, for any repairs, maintenance, or upkeep that may be necessary in connection with their occupancy and for all costs of utilities and other services to the Property. 8. ADVANCEMENT BY SELLER. If Buyer fails to pay such taxes, special assessments, or insurance as above agreed, Seller may, but need not, pay such taxes, special assessments, insurance, and all sums so expended shall be due and payable on demand; or such sums so expended may, at the election of Seller, be added to the principal amount due hereunder and bear the highest legal rate of interest allowable until paid. 9. RESERVED. 10. ADDITIONAL TERMS. The parties further agree as follows: (a) Seller does not make, and has not made, any representation or warranty concerning the Property or its condition or fitness for use for any particular purpose. The Property is sold to Buyer"AS IS." (b) Buyer may not sell, transfer or assign its interest in this Contract without the prior written consent of Seller. 11. TIME IS OF THE ESSENCE of this Contract. Failure promptly to assert rights of Seller hereunder shall not, however, be a waiver of such rights or a waiver of any existing or subsequent default. 12. DEFAULT. If the Buyer fails to perform any of the terms of this Contract,the Seller may forfeit this Contract as provided by Iowa law governing the forfeiture of real estate contracts, and if this Contract is forfeited, Buyer shall thereafter be considered as a tenant holding over after termination of a lease. Upon completion of such forfeiture, all sums previously paid Seller hereunder and all improvements placed on the Property by Buyer shall become the absolute property of Seller as liquidated damages for the breach of this Contract and as rent for the premises. In the event of compliance with the terms of the notice of forfeiture of this Contract, Buyer shall pay the cost of serving said notice. 13. ACCELERATION. If Buyer fails for thirty days to perform any one or more of the terms of this Contract, the Seller may, without further notice, declare the entire amount of the balance unpaid hereunder immediately due and payable; and thereafter, at the option of the Seller, this Contract may be foreclosed and a receiver may be appointed to take charge of said premises and collect the rents and profits therefrom to be applied as may be directed by the Court, and Buyer agrees to pay reasonable attorney fees therefor. 2 14. PERSONAL PROPERTY. If this Contract includes the sale of any personal property, then in the event of the forfeiture or foreclosure of this Contract, the personalty shall be considered indivisible from the real estate above described; and any such termination of Buyer's rights in said real estate shall concurrently operate as the forfeiture or foreclosure hereof against all such personal property. 15. MORTGAGE BY SELLER. Buyer hereby agrees that Seller, his or her heirs, personal representatives, successors or assigns, may mortgage the Property at any time for an amount not exceeding the then unpaid part of the purchase price stipulated herein; provided, only, that unless Buyer consents, the interest rate and terms of payment of such mortgage shall be no more onerous than the requirements of this Contract. Buyer agrees to sign all necessary papers incident to the making of any such mortgage that may be required by the lender. 16. CERTIFICATION. Buyer and Seller each certify that they are not acting, directly or indirectly, for or on behalf of any person,group, entity or nation named by any Executive Order or the United States Treasury Department as a terrorist, "Specially Designated National and Blocked Person" or any other banned or blocked person, entity, nation or transaction pursuant to any law. order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control; and are not engaged in this transaction, directly or indirectly on behalf of, any such person, group, entity or nation. Each party hereby agrees to defend, indemnify and hold harmless the other party from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney's fees and costs) arising from or related to my breach of the foregoing certification. 17. BUYER'S RIGHTS UNDER ENCUMBRANCE. Seller shall pay all interest and principal on all encumbrance of the Property created or suffered by Seller when the same become due, and in the event of a failure on Seller's part to make any such payment before it becomes delinquent, Buyer may pay the same and receive credit hereon for the amount so paid. If Buyer is acquiring the Property from an equity holder, rather than from a titleholder, or in event there is a mortgage against the Property, then, in either of those events, Buyer hereby reserves the right, if reasonably necessary for his protection, to split the payments pro rata among the interested payees. 18. GENERAL TERMS; CONSTRUCTION. This Contract shall be binding upon the heirs, personal representatives, successors and assigns of the respective parties hereto. It represents the entire agreement of the parties and may not be amended without the express written consent of both parties. The singular masculine gender is used to refer to the parties in this Contract. Such terms shall be construed to include the feminine and neuter genders and the plural number, if applicable. 19. COUNTERPARTS. This Contract may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same instrument. [signatures on next page] 3 SELLER— BUYER — RYAN COMPANIES US, INC. CITY OF WATERLOO, IOWA By: By: David P. Wilson Quentin Hart, Mayor VP, Real Estate Development `f { I Attest: ,(�lt t—t-f't Depu City CI rk STATE OF IOWA ss: BLACK HAWK COUNTY ) Acknowledged before me on September , 2024 by David P. Wilson as Vice President of Real Estate Development of Ryan Companies US, Inc. 'qJA( EMILY SELIGA j ,-•-•••_.._ I�� 4 Q`� Commission Number 849716 / l *f ,* My Commission Expires ripta ubllc /OWE July 27,2026 STATE OF IOWA ss: BLACK HAWK COUNTY ) Acknowledged before me on September ID , 2024 by Quentin Hart and Deputy City Clerk, as Mayor and City Clerk, respectively, of the City of Waterloo, Iowa. EMILY 3ELMA / f tek1SIW Commission Nurb@i bdWi6 My Commission Etpifds Notary Public MVO July 27,.202 4 EXHIBIT "A" Description of Property The West 1/2 of the Northeast '/4 and the East '/z of the Northwest '/4 of Section 21, Township 89 North, Range 12 West, except the railroad right of way, except the East 200 feet of the West 1/2 of the Northeast '/4 of said Section lying North of the Chicago Great Western Railroad, except that part thereof lying Southeasterly of the right of way of the Chicago and Northwestern Transportation Company, originally the Chicago, St. Paul and Kansas City Railroad Company, and except that part thereof described as Parcel "B" according to plat of survey recorded 10/02/2024 as Doc. No. 2024-21216. 2025-03107 RECORDED: 3/07/202.5 04:16:45 PM RECORDING FEE:$157.00 REVENUE TAX:$ COMBINED FEE:$157.00 SANDIE L.SMITH,RECORDER BLACK HAWK COUNTY,IOWA Preparer. Christopher S.Wendland. P.O. Box 596. Waterloo. Iowa 50704 (319)234-5701 After recording. return to Community Planning&Development. 715 11,4uloer ry Street. Waterloo. IA 50703. DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of 2024 by and between Ryan Companies US, Inc. (the "Company") and the City of Waterloo, Iowa, ("City"). RECITALS A. In furtherance of the objectives of Iowa Code Chapter 403 (the "Urban Renewal Act"). the City is engaged in carrying out urban renewal project activities in an area known as the Northeast Industrial Area Urban Renewal and Redevelopment Plan area ("Urban Renewal Area"). B. Company has been engaged to develop and construct improvements on certain property located within the Urban Renewal Area, as more particularly described on Exhibit "A" attached hereto (the "Property"). C. City considers economic 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 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 shall construct or cause to be constructed on the Property a commercial warehouse consisting of approximately 225,113 square feet, and related landscaping, storm water, paving, 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 2627627.v6 comply with all applicable City ordinances. Parking shall meet City's current minimum requirements based on building use.. occupancy, and future intended development on the Property. Company will use commercially reasonable 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 the Property usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project". 2. Construction Plans. Company agrees that it will cause the Improvements to be constructed on the Property in substantial 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 materially less than the scope and scale of the Improvements as detailed and outlined in the Plans; provided, no minor modifications to the Plans are subject to further City review and approval except as required by City ordinance. If any material modification in the scope, scale or nature of the Plans is proposed, Company shall submit modified Plans (the "Modified Plan") to the City for review. Modified Plans shall be subject to approval by the City as provided in this Section. which approval shall not be unreasonably withheld, conditioned or delayed. City shall approve the modified Plans in writing if: (a) the Modified Plans substantially conform to the terms and conditions of this Agreement; (b) the Modified Plans substantially conform to the terms and conditions of the urban renewal plan: (c) the Modified Plans substantially 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 and is then continuing beyond applicable notice and cure periods. Notwithstanding the foregoing, 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 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 Modified Plans in whole or in part, it shall provide reasonable detail for such rejection and Company shall submit new or corrected Modified Plans within thirty (30) days after receipt by Company of written notification of the rejection. The provisions of this Section relating to approval, rejection and resubmission of corrected Modified Plans shall continue to apply until the Modified Plans have been approved by the City; provided, however, that in any event Company shall submit Modified Plans which are 2 2627627.v6 approved by City prior to commencement of construction of the 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 purposes nor subject the City to any liability for the Improvements as constructed. 3. Timeliness of Construction; Possibility of Termination. 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 provide the incentives set forth in this Agreement, and that without said commitment City would not do so. A. Deadlines to commence and complete. Company must obtain a building permit and begin construction of the Improvements within four (4) months after the date of this Agreement (the "Start Date") and shall use commercially reasonable efforts to cause Substantial Completion of construction within fourteen (14) months after the date of this Agreement (the "Completion Deadline"), which Completion Deadline may be extended by reason of Unavoidable Delay (as defined below). concealed conditions at the Property, unreasonable delay by the City, or further agreement of the parties. For purposes of this Agreement. "Substantially Completed" or "Substantial Completion" 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 which no permit was necessary has been substantially completed. All deadlines are subject to Unavoidable Delays as defined in paragraph B below. Further, 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 of City (the "City Council"). B. Events triggering termination. If Company does not begin or Substantially Complete construction of the Improvements on the schedule stated above or any allowed period of extension. subject to Unavoidable Delays and those delays contemplated above, then City may terminate this Agreement as set forth in Section 16, 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 (a) fire or other casualty, act of God, adverse weather, governmental act or failure to act (including, without limitation, any delay beyond normal, recent historical and or precedent local jurisdictional timelines or 3 26276_7.v6 Company's reasonable ability to secure the issuance of permits,approvals. variances or consents for the Project and such is not directly caused by Company or Company's failure to manage the application process,(b)labor dispute to the extent outside of Company's reasonable control,(c)unusual delays in delivery or availability of materials or fuel,or(d)any other circumstance that cannot be reasonably be predicted that is outside the reasonable control of the party whose performance is thereby delayed(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. 4. Utilities. Company will be responsible,at its own cost,for extending water,sewer.telephone,telecommunications,electric,gas and other utility services to any location on the Property and for payment of any associated connection fees. 5. 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 set forth in Section 2 of the Minimum Assessment Agreement(the"MAA")attached hereto as Exhibit'C'it will not seek or cause a reduction in the taxable valuation for the Property as improved pursuant to this Agreement,which shall be fixed for assessment purposes,below the amount of $14,625,000.00(the"Minimum Actual Value"),through: (a) willful destruction of the Property.the Improvements,or any part of either; (b) a request to the assessor of Black Hawk County;or (c) 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. Company agrees to execute and deliver the MAA concurrently with its execution and delivery of this Agreement. 6. Tax Rebates. Provided that Company has performed the obligations contemplated by this Agreement and has executed and delivered the MAA.City agrees to rebate property tax(with the exceptions noted below)as follows: Year One through Year Ten 50%rebate each year for any taxable value added by the Improvements(each such payment is a"Rebate"). Each Rebate is payable in respect of a given property tax fiscal year(a"Fiscal Year") only to the extent that(a)Company has actually paid general property taxes due and owing for such Fiscal Year and(b)the City Council has made an appropriation for the payment of the Rebate. To receive a Rebate for a given Fiscal Year,Company shall, within twelve(12)months after the due date of the last installment of the property taxes 4 2627627 v6 for the respective Fiscal Year (i.e., the "March Installment"). submit a completed Rebate request to City on the form provided by or otherwise reasonably satisfactory to City. City shall provide an approved form of Rebate request to Company upon request. City shall consider a completed application for a Rebate within sixty (60) days after submission of the application to City. The taxable value of the Property as a result of the Improvements must be increased by a minimum of 10% and must increase the annual tax by a minimum of S500.00. Rebates shall not be paid based on any special assessment levy, debt service levy, or any other levy that is exempted from treatment as tax increment financing under the provisions of applicable law. The first Fiscal Year in respect of which a Rebate may be given ("Year One") shall be 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 all Improvements on the Property are Substantially Completed prior to January 1, 2026 and the Property and Improvements are assessed as fully completed based on the Plans. as the same 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. with the taxes payable one-half by September 30. 2027 and one-half by March 31, 2028. then the first Rebate could be applied for after March 31. 2028 and prior to April 1, 2029. 7. Limitations on Payment of Rebates. A. Each payment of a Rebate is subject to annual appropriation by the City Council each fiscal year. 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 Rebates 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. 5 2627627.0 B. Notwithstanding the provisions of Section 6 hereof, City shall have no obligation to make a payment of a Rebate to Company if at any time during the term hereof (i) City fails to appropriate funds for payment; (ii) 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 Rebate payment to Company, as contemplated under Section 6 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 (iii) 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 Rebate payments would otherwise have been paid to Company under the terms of Section 6 then either party may terminate this Agreement, without penalty or other liability to the other, by written notice. C. For purposes of this Agreement, "Tax Increments" shall mean the property tax revenues on the Improvements and Property received by and made 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. 8. Conditions to City Funding. A. The complete or initial funding by City of the Rebates 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 Rebate disbursement date, and such failure continues for thirty (30) days after notice and demand for cure is received by the Company, 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 the Company if. for whatever reason. a condition set forth in this Section is not satisfied at a Rebate payment date. it being understood that each party shall nonetheless incur costs and liabilities prior thereto for which they are alone responsible. City and Company each expressly assumes all responsibility for the costs and liabilities they may each so incur prior to a Rebate 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 Rebate payments, is subject to completion and satisfaction of certain separate City 6 2627627.v6 Council actions and required legal proceedings relating to the creation of a tax increment financing (TIF) district and/or amendment of the 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 Rebate payment date, of each of the following conditions precedent: (i) The representations and warranties made by Company in Section 13 shall be true and correct as of the Rebate payment 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. 9. Purchase of Property Remainder. Company entered into that certain purchase agreement (the "PA") for the Property and the Property Remainder (described on Exhibit "B" attached hereto). wherein the Trustee of the Willard R. Frost Trust U/A dated 2/18/1998 (the ''Frost Trust") is the seller. It is the intent of the parties that the City will acquire the Property Remainder from Company as follows: A. No later than October 1. 2024, Company will purchase, or caused to be purchased for the development of the Project, the Property directly from Frost Trust for a purchase price of$1,116.000.00. B. No later than October 1, 2024. Company will purchase the Property Remainder directly from Frost Trust for a purchase price of $2,139,000. Simultaneously with the Company's acquisition of the Property Remainder, the Company and City shall execute a contract for deed, pursuant to which the City shall agree to either (i) acquire the Property Remainder from the Company by bond financing within ninety (90) days after the full execution of this Agreement. but in no event later than December 31. 2024, or (ii) acquire the Property Remainder from the Company by tax increment financing within three (3) years after the full execution of this Agreement. which will require annual payments of $800,000. Such contract for deed shall be substantially in the form attached hereto as Exhibit D, and shall require the City pay interest on all outstanding amounts owing to the Company at an interest rate of nine percent per annum. The City will use commercially reasonable efforts to acquire the Property Remainder by bond financing, it being the agreed by the parties that the preferred course of action is to transfer fee title to the Property Remainder to the City on or before December 31, 2024. 10. City Incentives. In addition to the Rebates, City will provide the following incentives to aid the Project: A. Grant for Purchase Price. At closing of Company's purchase of the Property, but not sooner than October 1, 2024, City will make a grant to 7 262 7627.tv6 Company in the amount of S1,116.000.00 as reimbursement of purchase price under the PA. B. Grant for Earthwork Cost. Within thirty (30) days after the completion of all earthwork at the Project, City will make a grant to Company in the amount of $1,515,000.00 to assist Company with its costs incurred for reasonable and necessary earthwork done in connection with the Project. C. Right of First Refusal in Favor of Company. For the period beginning on the date hereof and continuing for 60 months after the contract for deed contemplated in Section 9 above is fully paid and satisfied (the "ROFR Period"), Company shall have a right of first refusal to purchase the Property Remainder (the "ROFR") from the City. In the event the City receives an offer to purchase the Property Remainder during the ROFR Period, it shall present the details of such offer to the Company for consideration. Such details shall include, at a minimum, the purchase price, due diligence period, closing contingencies. and any other economic terms of the offer. Company shall have ten (10) business days after its receipt of the terms to determine whether to exercise the ROFR. If Company elects to purchase all or any portion of the Property Remainder in accordance with the ROFR, it shall timely notify the City of such election, and shall proceed to purchase the Property Remainder in accordance with the terms and conditions of the offer accepted by Company. If Company does not timely elect to purchase all or any portion of the Property Remainder, it shall be deemed to have waived its rights hereunder and the City shall be free to sell such portion of the Property Remainder in accordance with the offered terms. If the City does not actually sell the Property in strict accordance with the terms offered to Company as and when contemplated in the offer, the ROFR shall continue to apply to subsequent offers received for the Property Remainder through the balance of the ROFR Period. If the City sells a portion of the Property Remainder to a third party in compliance with the terms of this paragraph, the ROFR shall still remain as to the remaining unsold portion of the Property Remainder for the balance of the ROFR Period. 11. Additional Covenants of Company. In addition to the other promises, covenants and agreements of Company as provided elsewhere in this Agreement. Company agrees as follows: A. 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 certificates of insurance evidencing 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 8 2627627.N-6 reasonably requested by City, but no more frequently than monthly, as to the actual progress of Company with respect to construction of the Improvements. C. During construction of the Improvements and thereafter until termination of the MAA, Company will reasonably cooperate 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. The Property will have a taxable value as set forth in the MAA. and Company agrees that the minimum actual value of the Property and completed Improvements as stated in the MAA 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. E. 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. Company will comply with all applicable land development laws. 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. G. During the period 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 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, of the taxation of real property included within the Property. 9 2627627.v6 12. 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. 13. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. It is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good standing under the laws of the State of Iowa. B. It has all requisite power and authority to own and operate its properties. to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement. C. This Agreement has been duly and validly authorized, executed and delivered by Company and, assuming due authorization, execution and delivery by the other parties hereto, is in full force and effect and is a valid and legally binding instrument of Company that is enforceable in accordance with its terms, except as the same may be limited by bankruptcy. insolvency, reorganization or other laws relating to or affecting creditors' rights generally. D. The execution and delivery of this Agreement. the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of incorporation or bylaws of Company or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Company is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. E. There are no actions, suits or proceedings pending or threatened against or affecting Company in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Company or which in any manner raises any questions affecting the validity of the Agreement or Company's ability to perform its obligations under this Agreement. 10 2627627.N-6 F. The financing commitments, which Company will proceed with due diligence to obtain, to finance the construction of the Improvements will be sufficient to enable Company to successfully complete construction of the Improvements as contemplated in this Agreement, subject to additional costs incurred due to Unavoidable Delays. 14. 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. The indemnified parties shall not be liable for, and Company shall indemnify, defend and hold such parties harmless against, 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 and 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 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. C. The provisions of this Section shall survive the expiration or termination of this Agreement. 15. 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: 11 2627627.v6 B. Transfer by Company of any interest (either directly or indirectly) in the Improvements. the Property. or this Agreement, without the prior written consent of City; C. Failure by Company to pay. before delinquency. all ad valorem property taxes levied on or against 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 or the MAA; 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 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. 16. 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, including for the recovery of any sums paid by City to Company before the date of termination as set forth in this Agreement. 12 2627627.v6 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, or may exercise any other remedies available to it at law or in equity. 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 Cumulative. 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. 17. 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 hereby agrees to timely undertake and complete all such procedures, hearings and approvals so that the benefits that City promises to Company hereunder as an inducement for Company to undertake and complete the Project as set forth in this Agreement will not be lost or delayed. 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. In such an event, except as expressly set forth in this Section 17, this Agreement shall be deemed of no further force or effect and Company shall have no obligations hereunder or under the MAA to City. To the extent permitted by applicable law, City agrees to indemnify Company and hold it harmless from and against any claims, damages, costs, expenses or loss of value suffered by Company and arising from such revocation or repayment. 18. Materiality of Promises, Covenants, Representations, and Warranties of Company. 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. 13 2627627.v6 19. 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. 20. 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. 21. 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 email(with an additional copy delivered by one of the foregoing means),and addressed: (a) if to City,at 715 Mulberry Street.Waterloo, Iowa 50703,email ,Attention:Mayor,with copies to the City Attorney and the Community Planning and Development Director. (b) if to Company,at Ryan Companies US, Inc.,Attention:David Wilson;Email:david.wilsonryancompanies.com,625 1st Street SE,Suite 175, Cedar Rapids, IA 52401,with copies to Ryan Companies US, Inc.,Attention: Audra Williams;Email:Audra.williams(a�ryancompanies.com,533 South Third Street,Suite 100,Minneapolis,MN 55415. 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,or(iii)when transmitted by email so long as the sender obtains written electronic confirmation from the sending computer that such transmission was successful. A party may change the address for giving notice by any method set forth in this Section. 22. 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. 23. 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 14 2627627.v6 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. 24, 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. 25. 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. 26. 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. 27. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors and assigns, including, but not limited to. future owners of the Property. Without limitation of the foregoing, in the event the Company sells, transfers or otherwise conveys the Property (or Company's right to acquire the Property) to a third party (a "Successor Property Owner"), but Company (or any successor owner of the Remainder Property) retains ownership of the Remainder Property, then Company may partially assign this Agreement to such Successor Property Owner as to the Property only. and upon the assumption of such partial assignment of this Agreement as to the Property only. the respective rights, obligations and liabilities of Company and the City under this Agreement relating to the Property only shall continue in full force and effect as between the City and the Successor Property Owner. The Company shall provide the City with written notice of any conveyance of the Property and any assignment, or partial assignment, of this Agreement to a Successor Property Owner. 28. Counterparts. This Agreement may be executed in multiple counterparts. each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 29. Entire Agreement. This Agreement, together with the exhibits attached hereto. constitutes the entire agreement of the parties and supersedes all prior or 15 2627627.v6 contemporaneous negotiations. discussions, understandings. or agreements. whether oral or written, with respect to the subject matter hereof. 30. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement by their duly authorized representatives as of the date first set forth above. [signatures on next page] 16 2627627.v6 CITY OF WATERLOO, IOWA RYAN COMPANIE US. INC. By: By: Quentin Hart, May Title: r 0,.2- p1 Attest: _ Kelley F le, City Clerk 17 2627627.v6 STATE OF IOWA )ss. COUNTY OF BLACK HAWK On this � day of 1;Ne - c ,2024,before me,a Notary Public in and for the State of Iowa,personally 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.ve. „p NANCYANNE HIGBY e� 'l.* M►MY a ee Nota Pub 4 a. i3 �aa� r. EXHIBIT -A" Description of Property An approximately 24.2-acre portion, to be identified by survey, of the following property: The West 2 of the Northeast 1/4 and the East !2 of the Northwest 1/4 of Section 21 , Township 89 North, Range 12 West. except the railroad right of way and except the East 200 feet of the West !2 of the Northeast Vi of said Section lying North of the Chicago Great Western Railroad. excepting therefrom the following: That part of the West 'A of the Northeast ' of said Section 21 . and that part of the East of the Northwest 1,14 of said Section 21 , lying Southeasterly of the right of way of the Chicago and Northwestern Transportation Company, originally the Chicago, St. Paul and Kansas City Railroad Company. 2627627.v6 EXHIBIT "B" Description of Property Remainder All of the following-described property, except the approximately 24.2-acre portion described on Exhibit "A"that is to be purchased by Company: The West of the Northeast and the East of the Northwest'/<of Section 21. Township 89 North, Range 12 West. except the railroad right of way and except the East 200 feet of the West %2 of the Northeast 1 of said Section lying North of the Chicago Great Western Railroad. excepting therefrom the following: That part of the West 'A of the Northeast'A of said Section 21. and that part of the East 1/ of the Northwest ifs of said Section 21, lying Southeasterly of the right of way of the Chicago and Northwestern Transportation Company, originally the Chicago, St. Paul and Kansas City Railroad Company. 2627627.v6 EXHIBIT"C" MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement(the"Agreement")is entered into as of 4 , ,2024,by and among the CITY OF WATERLOO, IOWA("City"), RYAN COMPANIES US.INC.("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 that certain 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 Northeast Industrial Area Urban Renewal and Redevelopment Plan area,including the construction of certain improvements as described in the Development Agreement(the "Minimum Improvements")on the Property,as provided in the Development Agreement (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 the Company,the minimum actual taxable value which shall be fixed for assessment purposes for the Property and Minimum Improvements to be constructed thereon by the Company as a part of the Project shall not be less than S14.625,000.00(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 Completion Deadline stated in the Development Agreement. If the Minimum Improvements are not substantially completed by said date, 2627627.v6 then 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, 2040. 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 2 2627627.v6 (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 (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 actual value or 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 ?627627.v6 CITY OF WATERLOO,IOWA RYAN COMPANIES US,INC. L s By: 4--cu- T By: Quentin Hart,Mayor-7 /t Title: NIcZRcside&'r-ret-at.?6,i '-� By: Kelley Felc City lerk STATE OF IOWA )ss. COUNTY OF BLACK HAWK /_, On this_�day of<�L /M1 K,2024,before me,a Notary Public in and for the State of Iowa,personally 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. fr :""`� BRITNI C PERKINS COMMISSION NO.845529 IOWA I MY COMMISSION EXPIRESO I 4 2627627.N-6 STATE OF ) ) ss. COUNTY OF ) Subscribed and sworn to before me on ) y bex- , 2024, by 4 Lu� p Lk1, tS( as N UE E3 h? i' ftyel . ^i6f RYAN COMPANIES US, INC., a Minnesota corporation, on behalf of the corporation . , EMILY SELIGA `'" Commission Number 849716 Mi/ 44/ * My Commission Expires Notary Public lOW10 July 27, 2026 5 2627627.v6 .......... .... EXHIBIT D Form of Contract for Deed 6 2627627.v6 Prepared by: Christopher S.Wendland.P.O.Box 596.Waterloo,IA,50704. 319-234-5701 Taxpayer address: REAL ESTATE CONTRACT This Real Estate Contract(the"Contract"),made and entered into as of ,by and between Ryan Companies US,Inc.("Seller")and the City of Waterloo,Iowa("Buyer"): WITNESSETH,that the Seller sells to the Buyer and the Buyer purchases the following described real estate (the"Property")situated in Black Hawk County,State of Iowa,to-wit: See attached Exhibit A SUBJECT TO RESTRICTIVE COVENANTS,ORDINANCES,AND LIMITED ACCESS PROVISIONS OF RECORD, IF ANY,AND TO EXISTING EASEMENTS,IF ANY. Statement per Iowa Code 558.69:There is no known private burial site,well,solid waste disposal site,underground storage tank,hazardous waste,or private sewage disposal system on the property as described in Iowa Code section 558.69,and therefore the transaction is exempt from the requirement to submit a groundwater hazard statement. The property intended to be covered by the terms hereof shall include all buildings, storage sheds, land, rights, easements, and access necessary or appurtenant thereto and owned by Seller. Included, if now in or on said premises and owned by the Seller,are all fixtures including but not limited to:attached carpeting,window shades; blinds; curtain rods and hardware; lighting fixtures and bulbs; ceiling fans; built-in appliances and accessories; antenna,television mounting brackets;awnings;door chimes;fireplace grates and andirons;mailbox;installed sump pumps;garage door openers and controls;and bushes,shrubs,and other vegetation. Also included,if not rentals, are satellite dish,water softener and filtration systems,installed alarm devices,propane tanks and all other fixtures not hereinafter reserved by Seller in writing. 1. THE TOTAL PURCHASE PRICE for the Property is Two Million One Hundred Thirty-nine Thousand Dollars($2,139,000),payable at Black Hawk County,Iowa as follows: (a) Buyer shall pay$10,000 as a down payment upon execution of this Contract. (b) Payments of$800,000 each will be made each year, starting on June 30,2025 and continuing thereafter on or before the last day of June until and including June 30,2027,when the balance and all accrued interest will be due and payable in full.At Buyer's option,it may elect to pay accrued interest with each annual payment. (c) Balance of unpaid principal and accrued interest will be due and payable in full on or before June 30,2027. (d) Buyer may prepay any installment due under this Contract, in whole or in part, at any time and without penalty.The amounts due hereunder shall accrue interest at a rate of nine percent(9%)per annum until paid in full. 2. POSSESSION is to be given Buyer upon execution of this Contract. There are no other parties in possession of the Property. 1 3. TAXES AND ASSESSMENTS. Seller shall cause all property taxes and assessments attributable to the period of its ownership to be prorated as of the date of this Contract, and Seller shall pay or cause to be paid all taxes and assessments that are due and owing as of such date and shall give Buyer a credit for any such taxes and assessments that become payable after such date that are attributable to Seller's period of ownership. Seller shall be responsible for all taxes and assessments payable with respect to all periods prior to the date hereof. Buyer will be liable for payment of all general property taxes and assessments becoming due and payable for all years after the date hereof. If any installment of general property taxes is to be pro-rated and such pro-rating cannot be determined by the date for settlement thereof, such pro-rating shall be based on the amount of the last determinable installment. 4. INSURANCE. From and after delivery of possession, Buyer shall provide fire and extended coverage insurance on said premises at least equal to the unpaid balance owing hereunder, in a company acceptable to Seller, all policies to protect the interest of both parties hereto as their interests may appear. Buyer shall promptly provide to Seller a certificate of insurance naming Seller as an additional insured. 5. RENTS AND INSURANCE are to be adjusted as of date of this Contract. 6. TITLE. At the time of final payment hereunder, the Seller shall convey the Property to the Buyer by SPECIAL WARRANTY DEED. Prior to the date of this Contract, Buyer shall inspect title to the Property and its execution of this Contract indicates its approval of the condition of title as of the date of execution. Any additional liens or interests in the land appearing of record at the time this Contract is paid in full shall either be approved in advance by Buyer or removed by Seller at the time this Contract is paid in full. 7. CARE OF PROPERTY. No improvements placed upon the Property, or now thereon, shall be removed or destroyed until final payment is made, nor shall the Buyer commit waste of the Property. Buyer shall be solely responsible, without claim or recourse to Seller, for any repairs, maintenance, or upkeep that may be necessary in connection with their occupancy and for all costs of utilities and other services to the Property. 8. ADVANCEMENT BY SELLER. If Buyer fails to pay such taxes, special assessments, or insurance as above agreed, Seller may, but need not, pay such taxes, special assessments, insurance, and all sums so expended shall be due and payable on demand; or such sums so expended may, at the election of Seller, be added to the principal amount due hereunder and bear the highest legal rate of interest allowable until paid. 9. RESERVED. 10. ADDITIONAL TERMS. The parties further agree as follows: (a) Seller does not make, and has not made, any representation or warranty concerning the Property or its condition or fitness for use for any particular purpose. The Property is sold to Buyer"AS IS." (b) Buyer may not sell, transfer or assign its interest in this Contract without the prior written consent of Seller. 11. TIME IS OF THE ESSENCE of this Contract. Failure promptly to assert rights of Seller hereunder shall not, however, be a waiver of such rights or a waiver of any existing or subsequent default. 12. DEFAULT. If the Buyer fails to perform any of the terms of this Contract, the Seller may forfeit this Contract as provided by Iowa law governing the forfeiture of real estate contracts, and if this Contract is forfeited, Buyer shall thereafter be considered as a tenant holding over after termination of a lease. Upon completion of such forfeiture, all sums previously paid Seller hereunder and all improvements placed on the Property by Buyer shall become the absolute property of Seller as liquidated damages for the breach of this Contract and as rent for the premises. In the event of compliance with the terms of the notice of forfeiture of this Contract, Buyer shall pay the cost of serving said notice. 13. ACCELERATION. If Buyer fails for thirty days to perform any one or more of the terms of this Contract, the Seller may, without further notice, declare the entire amount of the balance unpaid hereunder immediately due and payable; and thereafter, at the option of the Seller, this Contract may be foreclosed and a receiver may be appointed to take charge of said premises and collect the rents and profits therefrom to be applied as may be directed by the Court, and Buyer agrees to pay reasonable attorney fees therefor. 2 • 14. PERSONAL PROPERTY. If this Contract includes the sale of any personal property, then in the event of the forfeiture or foreclosure of this Contract, the personalty shall be considered indivisible from the real estate above described; and any such termination of Buyer's rights in said real estate shall concurrently operate as the forfeiture or foreclosure hereof against all such personal property. 15. MORTGAGE BY SELLER. Buyer hereby agrees that Seller, his or her heirs, personal representatives, successors or assigns, may mortgage the Property at any time for an amount not exceeding the then unpaid part of the purchase price stipulated herein; provided, only, that unless Buyer consents, the interest rate and terms of payment of such mortgage shall be no more onerous than the requirements of this Contract. Buyer agrees to sign all necessary papers incident to the making of any such mortgage that may be required by the lender. 16. CERTIFICATION. Buyer and Seller each certify that they are not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order or the United States Treasury Department as a terrorist, "Specially Designated National and Blocked Person" or any other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control; and are not engaged in this transaction, directly or indirectly on behalf of, any such person, group, entity or nation. Each party hereby agrees to defend, indemnify and hold harmless the other party from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney's fees and costs) arising from or related to my breach of the foregoing certification. 17. BUYER'S RIGHTS UNDER ENCUMBRANCE. Seller shall pay all interest and principal on all encumbrance of the Property created or suffered by Seller when the same become due, and in the event of a failure on Seller's part to make any such payment before it becomes delinquent, Buyer may pay the same and receive credit hereon for the amount so paid. If Buyer is acquiring the Property from an equity holder, rather than from a titleholder, or in event there is a mortgage against the Property, then, in either of those events, Buyer hereby reserves the right, if reasonably necessary for his protection, to split the payments pro rata among the interested payees. 18. GENERAL TERMS; CONSTRUCTION. This Contract shall be binding upon the heirs, personal representatives, successors and assigns of the respective parties hereto. It represents the entire agreement of the parties and may not be amended without the express written consent of both parties. The singular masculine gender is used to refer to the parties in this Contract. Such terms shall be construed to include the feminine and neuter genders and the plural number, if applicable. 19. COUNTERPARTS. This Contract may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same instrument. [signatures on next page] 3 SELLER— BUYER— RYAN COMPANIES US, INC. CITY OF WATERLOO, IOWA By: By: Title: Title: [acknowledgments of each party below] 4 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 Fourteen Million Six Hundred Twenty-Five Thousand and 00/100 Dollars (S14,625,000.00) until termination of this Minimum Assessment Agreement pursuant to the terms hereof, subject to adjustment as provided in said agreement. or for Black Hawk County, Iowa P) ZS Date STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) Subscribed and sworn to before me o %/ '5 , by T.J. Koenigsfeld, Assessor for Black Hawk County, Iowa, zeA a TIM ANDERA ���� � COMMISSION NO. 772518 �r1TI# MY COMMISSION EXPIRES 111111 rowp APRIL 11, 2027 c---otary‘ c - * ' blic ?627627.v6 2024-25092 RECORDED:12i 19/202 4 12:04:54 PM RECORDING FEE:$7.00 REVENUE TAX:$ COMBINED FEE:$7.00 SANDIE L.SMITH,RECORDER BLACK HAWK COUNTY,IOWA ceir, r \,y r\n b Prepared by: William W. Castle, PLS, PE, 715 Mulberry Street, Waterloo, Iowa, 50703 (319) 291-4312 STATE OF IOWA )SS. AFFIDAVIT COUNTY OF BLACK HAWK I, William W. Castle, a Professional Land Surveyor and Civil Engineer, License#19715, being first duly sworn on oath, depose and state as follows: I prepared a Plat of Survey and legal description for the creation of a Public Utility Easement in the Southwest Quarter and the Northwest Fractional Quarter, Section 5,Township 89 North, Range 13 West, City of Waterloo, Black Hawk County, Iowa. Said Plat was signed October 10, 2022, and filed for record on November 2, 2022, in the records of the Black Hawk County Recorder as File 2023-00007138. The legal description was subsequently used by the City of Waterloo City Council in Resolution 2022-653 that was filed for recording in the records of the Black Hawk Country Recorder first on November 2, 2022, as File 2023-0007137, and then again on November 15, 2022, as File 2023-00007764. This Affidavit is being made and recorded to address errors in the Legal Description on plat sheet 1 and on the labeling of the affected line segment shown on plat sheet 3. In the legal description on plat sheet 1,where it states: thence South 00°27'22" West along said parallel line 247.58 feet to the south of Waterloo Regional Airport Release Parcel "C"; It should state: thence South 00°27'22" West along said parallel line 402.76 feet to the south of Waterloo Regional Airport Release Parcel "C"; On plat sheet 3, where it states: (S 00°27'22" W) (247.58') It should state: (S 00°27'22" W) (402.76') In all other respects,the original, recorded document shall not change. AFFIANT FURTHER SAYETH NOT. Dated this 22 day of November 2024. William W. Castle, PLS, PE Subscribed and sworn to me this 22 da of November 20 . TIM ANDERA _ COMMISSION NO.772518 r * * MY COMMISSION EXPIRES Notary ub ,c in and for the State of Iowa dew. APRIL 11,2027 2024-25091 RECORDED;12[19/2024 12:04:53 PMRECORDING FEE:$17.00 REVENUE TAX:$ COMBINED FEE:$17.00 SANDIE L.SMITH,RECORDER BLACK HAWK COUNTY,IOWA (+40 I Prepa d by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50703. 319-234-5701 AMENDMENT TO DEVELOPMENT AGREEMENT and REAL ESTATE CONTRACT This Amendment to Development Agreement and Real Estate Contract (the "Amendment") is entered into as of 13 r,',►ver 2_, 2024, by and between Ryan Companies US, Inc. (the "Company") and the City of Waterloo, Iowa (the "City"). RECITALS A. Company and City are parties to that certain Development Agreement dated September 3, 2024 (the "DA") concerning the development of property as described in the DA. Company and City also entered into a Real Estate Contract dated September 10, 2024 (the "Contract") supplemental to the DA, by which City would purchase from Company a portion of the Property identified in the DA as the Property Remainder. B. The parties desire to amend the DA and Contract to modify the terms as set forth in this Amendment to account for a change in the area of the Property Remainder by 2.965 additional acres as disclosed in a survey completed after the DA and Contract were approved. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree to amend the DA and the Contract to modify existing terms as set forth herein: 1. DA Amendment. Section 9.B of the DA is amended to strike $2,139,000.00 therefrom and to substitute $2,276,872.50 in its place. 2. Contract Amendment. Section 1 of the Contract is amended to state that the Purchase Price is $2,276,872.50. 3. General. Except as modified herein, the DA and Contract shall continue unmodified in full force and effect. In the event of any conflict between the DA or the Contract and this Amendment, this Amendment shall control. Terms in this Amendment that are capitalized but not defined herein will have the same meanings herein that are ascribed to them in the DA or the Contract, as applicable. The DA, the Contract, and Page 2 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 Real Estate Contract by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA RYAN COMPA INC. By: By: Quentin H rt, Mayo David P. Wilson Title: VP of Real Estate Development Attest: elley Felc , City Clerk STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) On this ' day of eehibe, , before me, a Notary Public in and for the State of Iowa, personally 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. .PP;,ALS� BRITNI C PERKINS`� Z COMMISSION NO.845529 *�- * MY COMMISSION EXPIRES I IOWA JANUARY 27,2026 ubllc C j Page 3 STATE OF IOWA ) ) ss. COUNTY OF LINN ) Subscribed and sworn to before me on November 5, 2024, by David P. Wilson as Vice President of Real Estate Development of Ryan Companies US, Inc., a Minnesota corporation, on behalf of the corporation. JULIE SHIMEK f__AL-c/ t jj _° t Commission Number 706819 Nublic My Commission Expires °W November 9, 2024 Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50703. 319-234-5701 AMENDMENT TO DEVELOPMENT AGREEMENT and REAL ESTATE CONTRACT This Amendment to Development Agreement and Real Estate Contract (the "Amendment") is entered into as of r 2-, 2024, by and between Ryan Companies US, Inc. (the "Company") and the City of Waterloo, Iowa (the "City"). RECITALS A. Company and City are parties to that certain Development Agreement dated September 3, 2024 (the "DA") concerning the development of property as described in the DA. Company and City also entered into a Real Estate Contract dated September 10, 2024 (the "Contract") supplemental to the DA, by which City would purchase from Company a portion of the Property identified in the DA as the Property Remainder. B. The parties desire to amend the DA and Contract to modify the terms as set forth in this Amendment to account for a change in the area of the Property Remainder by 2.965 additional acres as disclosed in a survey completed after the DA and Contract were approved. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree to amend the DA and the Contract to modify existing terms as set forth herein: 1. DA Amendment. Section 9.B of the DA is amended to strike $2,139,000.00 therefrom and to substitute $2,276,872.50 in its place. 2. Contract Amendment. Section 1 of the Contract is amended to state that the Purchase Price is $2,276,872.50. 3. General. Except as modified herein, the DA and Contract shall continue unmodified in full force and effect. In the event of any conflict between the DA or the Contract and this Amendment, this Amendment shall control. Terms in this Amendment that are capitalized but not defined herein will have the same meanings herein that are ascribed to them in the DA or the Contract, as applicable. The DA, the Contract, and Page 2 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 Real Estate Contract by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA RYAN COMPANIES US, INC. Quentin Hart, Mayor David P. Wilson Title: VP of Real Estate Development Attest: Kelley Felchl , City Clerk STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) On this 3r d day of esu,2 Y , before me, a Notary Public in and for the State of Iowa, personally appeared Quentin Hart and Kelley Felchie, 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. BRIik' J NC PE ,,,,,„ , COMSON NO No;� Pu• Page 3 STATE OF IOWA ) ) ss. COUNTY OF LINN ) Subscribed and sworn to before me on November 5, 2024, by David P. Wilson as Vice President of Real Estate Development of Ryan Companies US, Inc., a Minnesota corporation, on behalf of the corporation. :° ,. f Commis �' ` � JULIEsion SHINumber MEK706819 Not ry Public My Commission Expires I ow November 9, 2024 Preparer: Christopher S. Wendland. P.O. Box 596.Waterloo, Iowa 50704 (319)234-5701 After recording, return to Community Planning&Development, 715 Mulberry Street. Waterloo, IA 50703. DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of }-. , 2024 by and between Ryan Companies US, Inc. (the "Company") and the City of Waterloo, Iowa, ("City"). RECITALS A. In furtherance of the objectives of Iowa Code Chapter 403 (the "Urban Renewal Act"), the City is engaged in carrying out urban renewal project activities in an area known as the Northeast Industrial Area Urban Renewal and Redevelopment Plan area ("Urban Renewal Area"). B. Company has been engaged to develop and construct improvements on certain property located within the Urban Renewal Area, as more particularly described on Exhibit "A" attached hereto (the "Property"). C. City considers economic 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 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 shall construct or cause to be constructed on the Property a commercial warehouse consisting of approximately 225,113 square feet, and related landscaping, storm water, paving, 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 2627627.v6 comply with all applicable City ordinances. Parking shall meet City's current minimum requirements based on building use, occupancy, and future intended development on the Property. Company will use commercially reasonable 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 the Property usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project". 2. Construction Plans. Company agrees that it will cause the Improvements to be constructed on the Property in substantial 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 materially less than the scope and scale of the Improvements as detailed and outlined in the Plans; provided, no minor modifications to the Plans are subject to further City review and approval except as required by City ordinance. If any material modification in the scope, scale or nature of the Plans is proposed, Company shall submit modified Plans (the "Modified Plan") to the City for review. Modified Plans shall be subject to approval by the City as provided in this Section, which approval shall not be unreasonably withheld, conditioned or delayed. City shall approve the modified Plans in writing if: (a) the Modified Plans substantially conform to the terms and conditions of this Agreement; (b) the Modified Plans substantially conform to the terms and conditions of the urban renewal plan; (c) the Modified Plans substantially 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 and is then continuing beyond applicable notice and cure periods. Notwithstanding the foregoing, 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 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 Modified Plans in whole or in part, it shall provide reasonable detail for such rejection and Company shall submit new or corrected Modified Plans within thirty (30) days after receipt by Company of written notification of the rejection. The provisions of this Section relating to approval, rejection and resubmission of corrected Modified Plans shall continue to apply until the Modified Plans have been approved by the City; provided, however, that in any event Company shall submit Modified Plans which are 2 2627627.v6 approved by City prior to commencement of construction of the 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 purposes nor subject the City to any liability for the Improvements as constructed. 3. Timeliness of Construction; Possibility of Termination. 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 provide the incentives set forth in this Agreement, and that without said commitment City would not do so. A. Deadlines to commence and complete. Company must obtain a building permit and begin construction of the Improvements within four (4) months after the date of this Agreement (the "Start Date") and shall use commercially reasonable efforts to cause Substantial Completion of construction within fourteen (14) months after the date of this Agreement (the "Completion Deadline"), which Completion Deadline may be extended by reason of Unavoidable Delay (as defined below), concealed conditions at the Property, unreasonable delay by the City, or further agreement of the parties. For purposes of this Agreement, `Substantially Completed" or "Substantial Completion" 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 which no permit was necessary has been substantially completed. All deadlines are subject to Unavoidable Delays as defined in paragraph B below. Further, 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 of City (the "City Council"). B. Events triggering termination. If Company does not begin or Substantially Complete construction of the Improvements on the schedule stated above or any allowed period of extension, subject to Unavoidable Delays and those delays contemplated above, then City may terminate this Agreement as set forth in Section 16, 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 (a) fire or other casualty, act of God, adverse weather, governmental act or failure to act (including, without limitation, any delay beyond normal, recent historical and or precedent local jurisdictional timelines or 3 2627627.1-6 Company's reasonable ability to secure the issuance of permits, approvals, variances or consents for the Project and such is not directly caused by Company or Company's failure to manage the application process, (b) labor dispute to the extent outside of Company's reasonable control, (c) unusual delays in delivery or availability of materials or fuel, or (d) any other circumstance that cannot be reasonably be predicted that is outside the reasonable control of the party whose performance is thereby delayed (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. 4. Utilities. Company will be responsible, at its own cost, for extending water, sewer, telephone, telecommunications, electric, gas and other utility services to any location on the Property and for payment of any associated connection fees. 5. 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 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 taxable valuation for the Property as improved pursuant to this Agreement, which shall be fixed for assessment purposes, below the amount of $14,625,000.00 (the "Minimum Actual Value"), through: (a) willful destruction of the Property, the Improvements, or any part of either; (b) a request to the assessor of Black Hawk County; or (c) 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. Company agrees to execute and deliver the MAA concurrently with its execution and delivery of this Agreement. 6. Tax Rebates. Provided that Company has performed the obligations contemplated by this Agreement and has executed and delivered the MAA, City agrees to rebate property tax (with the exceptions noted below) as follows: Year One through Year Ten 50% rebate each year for any taxable value added by the Improvements (each such payment is a "Rebate"). Each Rebate is payable in respect of a given property tax fiscal year (a 'Fiscal Year") only to the extent that (a) Company has actually paid general property taxes due and owing for such Fiscal Year and (b) the City Council has made an appropriation for the payment of the Rebate. To receive a Rebate for a given Fiscal Year, Company shall, within twelve (12) months after the due date of the last installment of the property taxes 4 2627627.v6 for the respective Fiscal Year (i.e., the "March Installment"), submit a completed Rebate request to City on the form provided by or otherwise reasonably satisfactory to City. City shall provide an approved form of Rebate request to Company upon request. City shall consider a completed application for a Rebate within sixty (60) days after submission of the application to City. The taxable value of the Property as a result of the Improvements must be increased by a minimum of 10% and must increase the annual tax by a minimum of $500.00. Rebates shall not be paid based on any special assessment levy, debt service levy, or any other levy that is exempted from treatment as tax increment financing under the provisions of applicable law. The first Fiscal Year in respect of which a Rebate may be given ("Year One") shall be 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 all Improvements on the Property are Substantially Completed prior to January 1, 2026 and the Property and Improvements are assessed as fully completed based on the Plans, as the same 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, with the taxes payable one-half by September 30, 2027 and one-half by March 31, 2028, then the first Rebate could be applied for after March 31, 2028 and prior to April 1, 2029. 7. Limitations on Payment of Rebates. A. Each payment of a Rebate is subject to annual appropriation by the City Council each fiscal year. 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 Rebates 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. 5 2627627.v6 B. Notwithstanding the provisions of Section 6 hereof, City shall have no obligation to make a payment of a Rebate to Company if at any time during the term hereof (i) City fails to appropriate funds for payment; (ii) 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 Rebate payment to Company, as contemplated under Section 6 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 (iii) 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 Rebate payments would otherwise have been paid to Company under the terms of Section 6 then either party may terminate this Agreement, without penalty or other liability to the other, by written notice. C. For purposes of this Agreement, "Tax increments" shall mean the property tax revenues on the Improvements and Property received by and made 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. 8. Conditions to City Funding. A. The complete or initial funding by City of the Rebates 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 Rebate disbursement date, and such failure continues for thirty (30) days after notice and demand for cure is received by the Company, 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 the Company if, for whatever reason, a condition set forth in this Section is not satisfied at a Rebate payment date, it being understood that each party shall nonetheless incur costs and liabilities prior thereto for which they are alone responsible. City and Company each expressly assumes all responsibility for the costs and liabilities they may each so incur prior to a Rebate 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 Rebate payments, is subject to completion and satisfaction of certain separate City 6 2627627.v°6 Council actions and required legal proceedings relating to the creation of a tax increment financing (TIF) district and/or amendment of the 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 Rebate payment date, of each of the following conditions precedent: (i) The representations and warranties made by Company in Section 13 shall be true and correct as of the Rebate payment 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. 9. Purchase of Property Remainder. Company entered into that certain purchase agreement (the "PA") for the Property and the Property Remainder (described on Exhibit "B" attached hereto), wherein the Trustee of the Willard R. Frost Trust U/A dated 2/18/1998 (the "Frost Trust") is the seller. It is the intent of the parties that the City will acquire the Property Remainder from Company as follows: A. No later than October 1, 2024, Company will purchase, or caused to be purchased for the development of the Project, the Property directly from Frost Trust for a purchase price of $1,116,000.00. B. No later than October 1, 2024. Company will purchase the Property Remainder directly from Frost Trust for a purchase price of $2,139,000. Simultaneously with the Company's acquisition of the Property Remainder, the Company and City shall execute a contract for deed, pursuant to which the City shall agree to either (i) acquire the Property Remainder from the Company by bond financing within ninety (90) days after the full execution of this Agreement, but in no event later than December 31, 2024, or (ii) acquire the Property Remainder from the Company by tax increment financing within three (3) years after the full execution of this Agreement, which will require annual payments of $800,000. Such contract for deed shall be substantially in the form attached hereto as Exhibit D, and shall require the City pay interest on all outstanding amounts owing to the Company at an interest rate of nine percent per annum. The City will use commercially reasonable efforts to acquire the Property Remainder by bond financing, it being the agreed by the parties that the preferred course of action is to transfer fee title to the Property Remainder to the City on or before December 31, 2024. 10. City Incentives. In addition to the Rebates, City will provide the following incentives to aid the Project: A. Grant for Purchase Price. At closing of Company's purchase of the Property, but not sooner than October 1, 2024, City will make a grant to 7 2627627.v6 Company in the amount of$1,116,000.00 as reimbursement of purchase price under the PA. B. Grant for Earthwork Cost. Within thirty (30) days after the completion of all earthwork at the Project, City will make a grant to Company in the amount of$1,515,000.00 to assist Company with its costs incurred for reasonable and necessary earthwork done in connection with the Project. C. Right of First Refusal in Favor of Company. For the period beginning on the date hereof and continuing for 60 months after the contract for deed contemplated in Section 9 above is fully paid and satisfied (the "ROFR Period"), Company shall have a right of first refusal to purchase the Property Remainder (the "ROFR") from the City. In the event the City receives an offer to purchase the Property Remainder during the ROFR Period, it shall present the details of such offer to the Company for consideration. Such details shall include, at a minimum, the purchase price, due diligence period, closing contingencies, and any other economic terms of the offer. Company shall have ten (10) business days after its receipt of the terms to determine whether to exercise the ROFR. If Company elects to purchase all or any portion of the Property Remainder in accordance with the ROFR, it shall timely notify the City of such election, and shall proceed to purchase the Property Remainder in accordance with the terms and conditions of the offer accepted by Company. If Company does not timely elect to purchase all or any portion of the Property Remainder, it shall be deemed to have waived its rights hereunder and the City shall be free to sell such portion of the Property Remainder in accordance with the offered terms. If the City does not actually sell the Property in strict accordance with the terms offered to Company as and when contemplated in the offer, the ROFR shall continue to apply to subsequent offers received for the Property Remainder through the balance of the ROFR Period. If the City sells a portion of the Property Remainder to a third party in compliance with the terms of this paragraph. the ROFR shall still remain as to the remaining unsold portion of the Property Remainder for the balance of the ROFR Period. 11. Additional Covenants of Company. In addition to the other promises, covenants and agreements of Company as provided elsewhere in this Agreement, Company agrees as follows: A. 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 certificates of insurance evidencing 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 8 2627627.v6 reasonably requested by City, but no more frequently than monthly, as to the actual progress of Company with respect to construction of the Improvements. C. During construction of the Improvements and thereafter until termination of the MAA, Company will reasonably cooperate 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. The Property will have a taxable value as set forth in the MAA, and Company agrees that the minimum actual value of the Property and completed Improvements as stated in the MAA 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. E. 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. Company will comply with all applicable land development laws, 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. G. During the period 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 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, of the taxation of real property included within the Property. 9 2627627.v6 12. 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. 13. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. It is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good standing under the laws of the State of Iowa. B. It has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement. C. This Agreement has been duly and validly authorized, executed and delivered by Company and, assuming due authorization, execution and delivery by the other parties hereto, is in full force and effect and is a valid and legally binding instrument of Company that is enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. D. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of incorporation or bylaws of Company or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Company is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. E. There are no actions, suits or proceedings pending or threatened against or affecting Company in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Company or which in any manner raises any questions affecting the validity of the Agreement or Company's ability to perform its obligations under this Agreement. 10 2627627.v6 F. The financing commitments, which Company will proceed with due diligence to obtain, to finance the construction of the Improvements will be sufficient to enable Company to successfully complete construction of the Improvements as contemplated in this Agreement, subject to additional costs incurred due to Unavoidable Delays. 14. 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. The indemnified parties shall not be liable for, and Company shall indemnify, defend and hold such parties harmless against, 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 and 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 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. C. The provisions of this Section shall survive the expiration or termination of this Agreement. 15. 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; 11 2627627.v6 B. Transfer by Company of any interest (either directly or indirectly) in the improvements, the Property, or this Agreement, without the prior written consent of City; C. Failure by Company to pay, before delinquency, all ad valorem property taxes levied on or against 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 or the MAA; 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 shalt not be discharged within ninety (90) days after such appointment, or if Company shall consent to or acquiesce in such appointment; or (5) defaults under any mortgage applicable to the 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. 16. 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, including for the recovery of any sums paid by City to Company before the date of termination as set forth in this Agreement. 12 2627627.x 6 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, or may exercise any other remedies available to it at law or in equity. 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 Cumulative. 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. 17. 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 hereby agrees to timely undertake and complete all such procedures, hearings and approvals so that the benefits that City promises to Company hereunder as an inducement for Company to undertake and complete the Project as set forth in this Agreement will not be lost or delayed. 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. In such an event, except as expressly set forth in this Section 17, this Agreement shall be deemed of no further force or effect and Company shall have no obligations hereunder or under the MAA to City. To the extent permitted by applicable law, City agrees to indemnify Company and hold it harmless from and against any claims, damages, costs, expenses or loss of value suffered by Company and arising from such revocation or repayment. 18. Materiality of Promises, Covenants, Representations, and Warranties of Company. 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. 13 2627627.v6 19. 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. 20. 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. 21. 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 email (with an additional copy delivered by one of the foregoing means), and addressed: (a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, email , Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. (b) if to Company, at Ryan Companies US, Inc., Attention: David Wilson; Email: david.wilson(cr�ryancompanies.com, 625 1st Street SE, Suite 175, Cedar Rapids, IA 52401, with copies to Ryan Companies US, Inc., Attention: Audra Williams; Email: Audra.williams rvancompanies.com, 533 South Third Street, Suite 100, Minneapolis, MN 55415. 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, or (iii) when transmitted by email so long as the sender obtains written electronic confirmation from the sending computer that such transmission was successful. A party may change the address for giving notice by any method set forth in this Section. 22. 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. 23. 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 14 2627627.v6 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. 24. 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. 25. 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. 26. 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. 27. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors and assigns, including, but not limited to, future owners of the Property. Without limitation of the foregoing, in the event the Company sells, transfers or otherwise conveys the Property (or Company's right to acquire the Property) to a third party (a "Successor Property Owner"), but Company (or any successor owner of the Remainder Property) retains ownership of the Remainder Property, then Company may partially assign this Agreement to such Successor Property Owner as to the Property only, and upon the assumption of such partial assignment of this Agreement as to the Property only, the respective rights, obligations and liabilities of Company and the City under this Agreement relating to the Property only shall continue in full force and effect as between the City and the Successor Property Owner. The Company shall provide the City with written notice of any conveyance of the Property and any assignment, or partial assignment, of this Agreement to a Successor Property Owner. 28. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 29. Entire Agreement. This Agreement, together with the exhibits attached hereto, constitutes the entire agreement of the parties and supersedes all prior or 15 2627627.E-6 contemporaneous negotiations, discussions, understandings, or agreements, whether oral or written, with respect to the subject matter hereof. 30. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement by their duly authorized representatives as of the date first set forth above. [signatures on next page] 16 2627627.E-6 CITY OF WATERLOO, IOWA RYAN COMPANIE US, INC. By: D"--LQ.t- 17(,tij By: Quentin Hart, Maydr Title: k.) p0E-- pc Attest: Kelley File, City Clerk 17 2627627.z 6 STATE OF IOWA ) ss. COUNTY OF BLACK HAWK ) ,r151 On this day of e +�n �— , 2024, before me, a Notary Public in and for the State of Iowa, personally 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. eke NANCYANNE HIGBY Nota Pub ' * * COMMISSION • ,, R .011 }}' 1/ g - ._ _._ Y__ _.,_ 9 4w J EXHIBIT "A" Description of Property An approximately 24.2-acre portion,to be identified by survey, of the following property: The West'/z of the Northeast'A and the East'of the Northwest IA of Section 21,Township 89 North, Range 12 West, except the railroad right of way and except the East 200 feet of the West''/2 of the Northeast'/4 of said Section lying North of the Chicago Great Western Railroad, excepting therefrom the following: That part of the West 1/2 of the Northeast'/4 of said Section 21, and that part of the East'%of the Northwest IA of said Section 21, lying Southeasterly of the right of way of the Chicago and Northwestern Transportation Company, originally the Chicago, St. Paul and Kansas City Railroad Company. 2627627.v6 EXHIBIT "B" Description of Property Remainder All of the following-described property, except the approximately 24.2-acre portion described on Exhibit "A"that is to be purchased by Company: The West''%of the Northeast' and the East'%of the Northwest'/of Section 21,Township 89 North, Range 12 West, except the railroad right of way and except the East 200 feet of the West'%of the Northeast'/4 of said Section lying North of the Chicago Great Western Railroad, excepting therefrom the following: That part of the West'%of the Northeast'/4 of said Section 21, and that part of the East'/2 of the Northwest' of said Section 21, lying Southeasterly of the right of way of the Chicago and Northwestern Transportation Company,originally the Chicago, St. Paul and Kansas City Railroad Company. 2627627.v6 EXHIBIT "C" MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement") is entered into as of , 2024, by and among the CITY OF WATERLOO, IOWA ("City"), RYAN COMPANIES US, INC. ("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 that certain 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 Northeast Industrial Area Urban Renewal and Redevelopment Plan area, including the construction of certain improvements as described in the Development Agreement (the "Minimum Improvements") on the Property, as provided in the Development Agreement (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 the Company, the minimum actual taxable value which shall be fixed for assessment purposes for the Property and Minimum Improvements to be constructed thereon by the Company as a part of the Project shall not be less than $14,625,000.00 (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 Completion Deadline stated in the Development Agreement. If the Minimum Improvements are not substantially completed by said date, 2627627.v6 then 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, 2040. 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 2 2627627.v6 (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 (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 actual value or 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 2627627.v6 CITY OF WATERLOO, IOWA RYAN COMPANIES US, INC. By: By: �L Quentin Hart, Mayor Title: 1ic�Ocsi Af `(- Ar ,Q4ns(6$,h-tip By: ) Kelley Felc , City lerk STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK )//�� On this day of5'LpIeMYt✓ , 2024, before me, a Notary Public in and for the State of Iowa, personally 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. e'"`s BRITNI C PERKINS Z.__/ F4fJNo JANUAI2O,EXPIRES 2026 2627627.v 6 STATE OF ) ) ss. COUNTY OF ) (-_ �/ Subscribed and sworn to before me on }em C .r i, 2024, by WI 601\ as \ CC Re3ick - Cc crAce1 f RYAN COMPANIES US, INC., a Minnesota corporation, on behalf of the corporation. EMILY SELIGA c Q Commission Number 849716 *,Q* My Commission Expires Notary Public 10Wo July 27,2026 5 2627627.v6 EXHIBIT D Form of Contract for Deed 7 2627627.v6 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 Fourteen Million Six Hundred Twenty-Five Thousand and 00/100 Dollars ($14,625,000.00) 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 , by T.J. Koenigsfeld, Assessor for Black Hawk County, Iowa. Notary Public 2627627.v6