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HomeMy WebLinkAboutWaterloo Crossroads Development, LLC -(RECORDED) Private Development Agreement - 11.18.2024 2025-01750 RECORDED: 02/06/2025 02:13.37 PM RECORDING FEE: $167.00 REVENUE TAX: $ COMBINED FEE: $167.00 SANDIE L. SMITH, RECORDER BLACK HAWK COUNTY, IOWA I l04-Aci Aco _lc�wc,._ 0 ► off" -1 ! S CntA-14�rr �-. Ixc -too I ��' 5J' 6-76 i AGREEMENT FOR PRIVATE DEVELOPMENT THIS AGREEMENT FOR PRIVATE DEVELOPMENT (hereinafter called "Agreement"), is made on or as of /Va v 1% , 2024, by and among the CITY OF WATERLOO, IOWA, a municipality (the "City"), acting under the authorization of Chapters 15A and 403 of the Code of Iowa, 2023, as amended (hereinafter called "Urban Renewal Act"), and WATERLOO CROSSROADS DEVELOPMENT, LLC, an Iowa limited liability company (the "Developer," as further defined in Section 1-BA). The City and Developer are "Parties" to this Agreement. WITNESSETH: WHEREAS, in furtherance of the objectives of the Urban Renewal Act, the City has undertaken a program for the development of an economic development area in the City that is known as the Crossroads Waterloo Urban Renewal and Redevelopment Plan Area (the "Area" or "Urban Renewal Area"), as established by the Crossroads Waterloo Urban Renewal and Redevelopment Plan ("Plan" or "Urban Renewal Plan"); and WHEREAS, the Developer owns or will acquire certain real property located in the foregoing Urban Renewal Area as more particularly described in Exhibit A attached hereto and made a part hereof(which property as so described is hereinafter referred to as the "Development Property"); and WHEREAS, the Developer is willing to redevelop the Development Property and cause certain Minimum Improvements to be constructed on the Development Property and to operate the Minimum Improvements consistent with this Agreement (the "Project"); and WHEREAS, the City believes that the redevelopment of the Development Property pursuant to this Agreement and the fulfillment generally of this Agreement, are in the vital and best interests of the City in accord with the public purposes and provisions of the applicable State and local laws and requirements under which the foregoing project has been undertaken and is being assisted. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: ARTICLE I-A. CONDITIONS PRECEDENT Section 1-A.1 . Condition Precedent. Each of the following are a condition precedent to any rights or obligations of any party to this Agreement: a. Developer's acquisition of the full right, title, and interest in the Development Property within one hundred twenty (120) days of the Commencement Date. 1 Proposed Execution Version b. The City receiving the Bond Proceeds within 120 days of the Commencement Date, or such later date agreed to by the Parties in writing. If either of the above Conditions Precedent is not timely satisfied, this Agreement shall automatically terminate with no further action required by any party, and no party shall have further obligations to the other parties. ARTICLE I-B. DEFINITIONS Section 1-B.1. Definitions. In addition to other definitions set forth in this Agreement, all capitalized terms used and not otherwise defined herein shall have the following meanings unless a different meaning clearly appears from the context: Acquisition means the purchase of the Development Property and any Existing Buildings by Developer. Acquisition Cost means (i) the purchase price amount paid by the Developer for purchase of the Development Property and any Existing Buildings,as such amount is reported to the County on a declaration of value form filed in the County Recorder's office with the document conveying title of the Development Property to Developer, plus (ii) reasonable transactional costs related to the Acquisition, including, without limitation, accounting, engineering, and attorney fees; provided, however, that broker or realtor fees shall not be eligible to be considered part of the Acquisition Cost. Additional Development Grants means the grant payments that may be provided to the Developer by the City pursuant to Article VI. Agreement means this Agreement and all exhibits and appendices hereto, as the same may be from time to time modified, amended, or supplemented. Assessor means the Assessor for Black Hawk County, Iowa. Base Value means the assessed value, as determined by the Black Hawk County Assessor, of the Development Property and any improvements thereon (land and building/improvement value) as of January 1, 2026. Bond Proceeds means the proceeds from the sale of the Bonds after all capitalized interest, costs of issuance, and transaction costs and fees have been paid. Bonds means the taxable, general obligation, urban renewal bonds, notes, or other indebtedness to be issued by the City for the sole purpose of funding the payment of the Redevelopment Grants to Developer, secured by a City debt service levy but expected to be repaid with Tax Increments. The aggregate principal amount of the Bonds for the Redevelopment Grants will not exceed $20,000,000, the aggregate principal amount of the Bonds for the Additional Development grants will not exceed $20,000,000, and will depend on a variety of factors, such as 2 Proposed Execution Version the costs of the Minimum Improvements, anticipated deposits in the reinvestment project fund, actual Bond sale terms, the timing of the sale, inclusion of capitalized interest, as necessary, and other factors. Developer recognizes and agrees that the number of series of Bonds and amounts of such Bonds will necessarily change according to the City's borrowing decisions and other due diligence factors to be considered at the City's sole discretion. Buyer means any person or entity that purchases or otherwise acquires title to a portion of the Development Property prior to the Termination Date. City means the City of Waterloo, Iowa, or any successor to its functions. Code means the Code of Iowa, 2023, as amended. Commencement Date means the date of this Agreement, which shall be the date the last party signs the Agreement. County means the County of Black Hawk, Iowa. Developer means Waterloo Crossroads Development, LLC and its permitted successors and assigns. Development Property means that portion of the Urban Renewal Area described in Exhibit A hereto. Event of Default means any of the events described in Section 8.1 of this Agreement. Existing Buildings means the buildings and improvements located on the Development Property as of the Commencement Date. Indemnified Parties means the City, and the governing body members, officers, agents, servants, and employees thereof. Minimum Improvements means the buildings and related site improvements that are proposed to be constructed on the Development Property, which are set at out for reference purposes in Exhibit B attached to this Agreement. Mortgage means any mortgage or security agreement in which the Developer has granted a mortgage or other security interest in the Development Property,or any portion or parcel thereof, or any improvements constructed thereon. Project means the Acquisition, Demolition and the construction and operation of the Minimum Improvements on the Development Property, which may include commercial, retail, and/or mixed use improvements that are consistent with the City's zoning regulations. 3 Proposed Execution Version Qualified Costs and Expenses means the(i) Acquisition Costs, (ii) the costs and expenses incurred by Developer necessary to complete the Demolition and (iii) the costs and expenses to construct the Minimum Improvements, whether incurred prior to or after the date of this Agreement, including interest during construction, insurance costs, costs for acquisition of right of way, easements, landscaping, grading, drainage, paving, underground utility connections for private property located in the streets, engineering, plans and specifications, labor, materials, supplies, equipment use and rental, delivery charges, overhead, mobilization, and legal expenses related to those improvements. Redevelopment Grants means the grant payments to be provided to the Developer by the City pursuant to Article V. State means the State of Iowa. Tax Increments means the property tax revenues on the assessed value of the Minimum Improvements and Development Property(building and land value)above the Base Value divided and made available to the City for deposit in the special fund created for the Crossroads Waterloo Urban Renewal and Redevelopment Plan Area under the provisions of Section 403.19 of the Code and the Ordinance. Termination Date means the date of termination of this Agreement, as established in Section 9.8 of this Agreement. Unavoidable Delays means delays resulting from acts or occurrences outside the reasonable control of the party-claiming the delay including but not limited to storms,floods,fires, explosions, or other casualty losses, unusual weather conditions, strikes, boycotts, lockouts, or other labor disputes, litigation commenced by third parties, or the acts of any federal, State, or local governmental unit(other than the City with respect to the City's obligations). ARTICLE II. REPRESENTATIONS AND WARRANTIES Section 2.1. Representations and Warranties of the City. The City makes the following representations and warranties: a. The City is a municipal corporation and political subdivision organized under the provisions of the Constitution and the laws of the State and has the power to enter into this Agreement and carry out its obligations hereunder. b. 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 breach of, the terms, conditions, or provisions of any contractual restriction, evidence of indebtedness, agreement, or instrument of whatever nature to which the City is now a party or by which it is bound,nor do they constitute a default under any of the foregoing. 4 Proposed Execution Version c. All covenants, stipulations, promises, agreements, and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements, and obligations of the City only, and not of any governing body member, officer, agent, servant, or employee of the City in the individual capacity thereof. Section 2.2. Representations and Warranties of Developer. The Developer makes the following representations and warranties: a. The Developer is an Iowa limited liability company duly organized and validly existing under the laws of the State of Iowa, and 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. b. This Agreement has been duly and validly authorized, executed, and delivered by the Developer and,assuming due authorization,execution,and delivery by the City,is in full force and effect and is a valid and legally binding instrument of the Developer 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. c. 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 governing documents of the Developer or of any contractual restriction, evidence of indebtedness,agreement,or instrument of whatever nature to which the Developer is now a party or by which it or its property is bound,nor do they constitute a default under any of the foregoing. d. There are no actions, suits, or proceedings pending or threatened against or affecting the Developer 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 or operations of the Developer or which in any manner raises any questions affecting the validity of the Agreement or the Developer's ability to perform its obligations under this Agreement. e. The Developer shall cause the Minimum Improvements to be constructed on the Development Property in accordance with the terms of this Agreement, the Urban Renewal Plan and all local, State, and federal laws and regulations. f. The Developer shall use its best efforts to obtain,or cause to be obtained,in a timely manner, with respect to the Demolition and the Minimum Improvements, 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 Demolition and the Minimum Improvements may be lawfully completed. 5 Proposed Execution Version • g. The Developer has not received any notice from any local, State, or federal official that the activities of the Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the City has previously been notified in writing). The Developer is not currently aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State,or federal environmental law,regulation,or review procedure applicable to the Development Property, and the Developer is not currently aware of any violation of any local, State, or federal environmental law, regulation, or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. h. The Developer has firm commitments for construction or acquisition and financing for the Project in an amount sufficient,together with equity commitments,to successfully complete the Acquisition, Demolition and construction of the Minimum Improvements in accordance with this Agreement. i. The Developer 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 Demolition or the construction and operation of the Minimum Improvements. ARTICLE III. DEVELOPER OBLIGATIONS Section 3.1. Demolition. a. The Developer agrees that it will cause the deconstruction and demolition of Existing Structures consistent with site plans that are developed and are mutually agreeable to the City and Developer, together with proper removal and disposal of all demolition debris, (the "Demolition") to be completed on the Development Property in conformance with all applicable federal, State, and local laws, ordinances, and regulations, including any City permit and/or building requirements. b. Subject to Unavoidable Delays,Developer shall cause the Demolition to commence on or before December 1, 2025 and to be completed on or before December 1, 2028, unless otherwise agreed upon by the parties. Time lost as a result of Unavoidable Delays shall be added to extend these dates by a number of days equal to the number of days lost as a result of Unavoidable Delays. Section 3.2. Construction of Minimum Improvements. a. The Developer agrees that it will cause the Minimum Improvements to be constructed on the Development Property in conformance with all applicable federal, State, and local laws, ordinances, and regulations, including any City permit and/or building requirements. All work with respect to the Minimum Improvements shall be in conformity with any plans approved and/or permits issued by the building official(s) of the City, which approvals and issuances shall be made according to normal City processes for such plans and permits. The 6 Proposed Execution Version Developer agrees that the scope and scale of the Minimum Improvements shall not be significantly less than the scope and scale as described in this Agreement. b. The Developer agrees that it shall permit designated representatives of the City, upon reasonable notice to the Developer (which does not have to be written), to enter upon the Development Property during the construction of the Minimum Improvements to inspect such construction and the progress thereof. c. Subject to Unavoidable Delays, Developer shall commence construction of the Minimum Improvements on or before February 1, 2027. Subject to Unavoidable Delays, Developer shall cause the Minimum Improvements to be completed, as evidenced by issuance of a certificate of occupancy for each building included as part of the Minimum Improvements,on or before December 1, 2040 unless otherwise agreed upon by the parties. Time lost as a result of Unavoidable Delays shall be added to extend these dates by a number of days equal to the number of days lost as a result of Unavoidable Delays. Section 3.3. Insurance Requirements. a. Developer will provide and maintain or cause to be maintained at all times during the process of undertaking Demolition and constructing the Minimum Improvements (and, from time to time at the request of the City, furnish the City with proof of coverage or payment of premiums on): i. Builder's risk insurance, written on the so-called "Builder's Risk— Completed Value Basis," in an amount equal to the full replacement cost of the Minimum Improvements, and with coverage available in non-reporting form on the so-called "all risk" form of policy. ii. Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations, and contractual liability insurance) with limits against bodily injury and property damage of at least $1,000,000 for each occurrence. The City shall be named as an additional insured for the City's liability or loss arising out of or in any way associated with the project and arising out of any act, error, or omission of Developer, or Developer's directors, officers, shareholders, contractors, and subcontractors or anyone else for whose acts the City may be held responsible(with coverage to the City at least as broad as that which is provided to Developer and not lessened or avoided by endorsement). The policy shall contain a "severability of interests" clause and provide primary insurance over any other insurance maintained by the City. iii. Workers' compensation insurance with at least statutory coverage. b. Upon completion of construction of the Minimum Improvements and at all times prior to the Termination Date, Developer shall maintain or cause to be maintained, at its cost and expense (and from time to time at the request of the City shall furnish proof of coverage or the 7 Proposed Execution Version payment of premiums on),insurance for the Minimum Improvements as is statutorily required and any additional insurance customarily carried by like enterprises engaged in like activities of comparable size and liability exposure. Developer will forthwith repair, reconstruct, and restore the Minimum Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Developer will apply the net proceeds of any insurance relating to such damage received by Developer to the payment or reimbursement of the costs thereof. Developer shall complete the repair, reconstruction, and restoration of the Minimum Improvements, whether or not the net proceeds of insurance received by Developer for such purposes are sufficient. Notwithstanding the foregoing, Developer shall not be required to carry insurance on any portion of the Development Property or Minimum Improvements transferred to a Buyer. c. All insurance required by this Section 3.3 to be provided prior to the Termination Date shall be taken out and maintained in responsible insurance companies selected by Developer, which are authorized under the laws of the State to assume the risks covered thereby. Section 3.4. Real Property Taxes. Developer, or its successors, 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 Development Property acquired and owned by Developer. Until Developer's obligations have been assumed by any other person or legal title to the Development Property, or a portion thereof, is vested in a Buyer, all pursuant to the provisions of this Agreement, Developer shall be solely responsible for all assessments and taxes due on the Development Property. Developer and its successors agree that prior to the Termination Date: a. They will not seek administrative review or judicial review of the applicability or constitutionality of any tax statute relating to the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Development Property or Minimum Improvements, or raise the inapplicability or constitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; and b. Unless agreed by the City, they will not seek any tax exemption, deferral, or abatement either presently or prospectively authorized under any State, federal, or local law with respect to taxation of real property contained on the Development Property between the Commencement Date and the Termination Date. c. Should Developer, or a Buyer, successfully protest the assessed value of the Development Property, or portion thereof owned by them, and be reimbursed by the City for overpaid taxes for any fiscal year in which Developer has already received Redevelopment Grants, the City may: (i) reduce any subsequent Redevelopment Grants by an amount equivalent to the portion of the prior Redevelopment Grants that would not have been paid if the Development Property had originally been assessed at the adjusted value; or (ii) demand repayment from Developer of an amount equivalent to the portion of the prior Redevelopment Grants that would 8 Proposed Execution Version not have been paid if the Developer Property had originally been assessed at the adjusted value if the set off in(i) is not available or feasible. Section 3.5. Additional Obligations of Developer. a. Maintenance of Properties. The Developer will maintain, preserve, and keep its properties (whether owned in fee or a leasehold interest), including but not limited to the Development Property, 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. Notwithstanding the foregoing, this requirement shall not require Developer to maintain any portion of the Development Property or Minimum Improvements transferred to a Buyer. b. Maintenance of Records. The Developer will keep at all times proper books of record and account in which full, true, and correct entries will be made of all dealings and transactions of or in relation to the business and affairs of the Developer relating to this Project in accordance with generally accepted accounting principles, consistently applied throughout the period involved, and the Developer will provide reasonable protection against loss or damage to such books of record and account. c. Compliance with Laws. The Developer will comply with all State, federal, and local laws, rules, and regulations relating to the Minimum Improvements. d. Non-Discrimination. In connection with the Project, the Developer shall not discriminate against any applicant,employee or tenant because of age,color,creed,national origin, race, religion, marital status, sex, physical disability, or familial status. Developer shall ensure that applicants, employees, and tenants are considered and are treated without regard to their age, color, creed, national origin, race, religion, marital status, sex, physical disability, or familial status. e. Available Information. Upon request, Developer shall promptly provide the City with copies of information requested by City that are reasonably related to this Agreement so that City can determine compliance with the Agreement,unless disclosure of the requested information is otherwise restricted or prohibited by law. f. Developer's Status. As security for the obligations of the Developer under this Agreement,the Developer represents and agrees that,prior to the Termination Date,the Developer will not dispose of all or substantially all of its assets or otherwise wind up its business; provided that nothing in this section shall constitute a prohibition against Developer selling any portion of the Development Property to a Buyer or Buyers. g. Creation of Commercial Space, Jobs, and Income. Developer agrees that the Project is expected to, in part, create usable commercial space for business tenants on the Development Property. 9 Proposed Execution Version h. Sale or Disposition of Development Property. Developer shall take commercially reasonable steps to market and sell or dispose of individually platted portions of the Development Property (the "Lots") to Buyers. In the event Developer fails to undertake any Sale or Marketing Activities related to the Development Property for any period of twenty-four (24) consecutive months, the City may exercise the remedies set forth in Section 5.5. The City agrees that it shall release its buyback rights under Section 5.5 as to any particular Lot, upon sale or disposition to a Buyer, and shall execute any and all instruments, in recordable form, necessary to put the public on notice of the release. For purposes of this subsection, the term"Sale or Marketing Activities" means any activity reasonably intended to result in the sale or disposition of a Lot to a Buyer, including, without limitation, the sale of any Lot, the listing of any Lot for sale, the execution of any agreement for the purchase and sale of any Lot, the distribution of marketing materials soliciting the purchase of any Lot, the submission of any plans, building permit requests, or redevelopment applications related to any Lot,and/or the construction of any improvements upon any Lot. i. Mortgage of Development Property. Developer shall not pledge the Development Property as collateral for any Mortgage, unless the proceeds of such loan are to be used in connection with the Development Property. ARTICLE IV. TRANSFER OF DEVELOPMENT PROPERTY OWNERSHIP Section 4.1. Transfer to Buyer. As security for the obligations of the Developer under this Agreement, the Developer represents and agrees that, prior to the Termination Date, the Developer shall not sell or otherwise transfer any portion of the Development Property without the City's prior written consent; provided that no written consent shall be required where the sale or transfer is to a Buyer who has executed a Minimum Assessment Agreement(defined below)prior to the date of the sale or transfer. Section 4.2. Minimum Assessment Agreements. a. Prior to the transfer of the Development Property or any portion thereof to a Buyer, Developer shall cause the proposed Buyer to execute a minimum assessment agreement, in substantially the form attached hereto as Exhibit D (the "Minimum Assessment Agreement"), specifying a minimum assessment value for the portion of the Development Property being sold, which shall include any improvements that Buyer intends to construct (the "Planned Improvements") pursuant to the provisions of Iowa Code Section 403.6(19). Specifically, Developer shall cause the Buyer (described as the "Landowner" in the form of minimum assessment agreement), City, the County Assessor, and any lienholders anticipated to have a lien on the closing date of the transfer between Developer and the Buyer to execute a Minimum Assessment Agreement establishing a reasonable minimum assessment value for the Planned Improvements for a period of at least ten(10)years. The minimum assessment value and the date provided for the minimum assessment value to commence shall be mutually agreed upon by Developer, the Buyer, and City before a final version of a proposed minimum assessment agreement is submitted to the County Assessor. 10 Proposed Execution Version b. Developer shall cause the executed Minimum Assessment Agreement to be filed for record in the office of the County Recorder as of the closing date of the transfer between Developer and the Buyer, and such filing shall constitute notice to and shall be binding and enforceable against any subsequent encumbrancer or purchaser of the Development Property or the relevant portion thereof.Developer shall ensure that any lienholder that has a lien on the closing date of the transfer between Developer and the Buyer shall sign a written consent to the minimum assessment agreement in a form satisfactory to the City. Section 4.3. Prohibition Against Use as Non-Taxable or Centrally-Assessed Property. The foregoing notwithstanding, until the full repayment of the Bonds issued pursuant to this Agreement, the Developer agrees that no portion of the Development Property or Minimum Improvements shall be transferred or sold to a non-profit entity or used for a purpose that would exempt said portion of the Development Property from property tax liability. During the term of this Agreement, Developer agrees not to allow any portion of the Development Property or Minimum Improvements to be used as centrally-assessed property (including but not limited to, Iowa Code § 428.24 to 428.29 (Public Utility Plants and Related Personal Property); Chapter 433 (Telegraph and Telephone Company Property); Chapter 434 (Railway Property); Chapter 437 (Electric Transmission Lines); Chapter 437A (Property Used in the Production, Generation, Transmission or Delivery of Electricity or Natural Gas); and Chapter 438 (Pipeline Property)). ARTICLE V. REDEVELOPMENT GRANTS Section 5.1. Issuing Bonds. It is recognized and agreed that the ability of the City to provide the Redevelopment Grants described in Section 5.2 below is subject to completion and satisfaction of certain separate City Council actions and required legal proceedings relating to the issuance of the Bonds. The City shall use best efforts and shall pursue issuance of the Bonds in good faith. Specifically,all obligations of City to issue the Bonds whose proceeds shall be used to provide the Redevelopment Grants are subject to each of the following Conditions Precedent: a. The representations and warranties made by Developer in Section 2.2 shall be true and correct as of a Developer recertification statement that may be requested by the City at or near the time of the issuance of Bonds; such recertification statement of the representations and warranties made by Developer in Section 2.2 shall have the same force and effect as if made on the Commencement Date; b. The Developer shall have acquired title to the Development Property; c. There has not been a substantial change for the worse in the financial resources and ability of the Developer, which change(s) make it likely, in the reasonable judgment of the City, that the Developer will be unable to fulfill its covenants and obligations under this Agreement; d. The satisfaction of all conditions and procedures required(in the judgment of bond counsel for the City) by the Code with respect to the issuance of the Bonds, including the holding of all required public hearings relating to the same and the timely completion of any necessary referendum or reverse referendum processes. 11 Proposed Execution Version Section 5.2. Redevelopment Grant Disbursements. a. For and in consideration of the obligations of Developer as set forth herein, and as a necessary means of achieving the goals and objectives of the Urban Renewal Plan, the City agrees (subject to the conditions set forth in this Article and this Agreement) to provide disbursements of Redevelopment Grants to Developer in support of the Project, pursuant to the terms and conditions set forth in this Article V. b. Following the City's receipt of the Bond Proceeds, the Developer may submit a disbursement request, in the form of Exhibit C attached hereto (a"Disbursement Request"),to the City. The Developer shall not submit a Disbursement Request more than once per calendar month. The Developer may identify the Qualified Costs and Expenses for which Developer seeks reimbursement. The last day that Developer may submit a Disbursement Request to the City for a Redevelopment Grant will be December 1, 2035. c. Within thirty (30) days of the City's receipt of a Disbursement Request from Developer, the City shall have its engineer and/or other City staff review the documentation of costs submitted with the Disbursement Request to verify that the submitted costs and expenses are Qualified Costs and Expenses. If the City is reasonably satisfied that the submitted costs and expenses(i)have not been previously submitted by the Developer and(ii)are Qualified Costs and Expenses, then the City shall notify the Developer of the amount of the Bond Proceeds that the City intends to disburse within the next ten (10) business days as a Redevelopment Grant to Developer, which amount shall not exceed the amount of costs submitted on the Disbursement Request that were verified by the City. d. The City's payment of a Redevelopment Grant shall,within sixty (60)days pay the Redevelopment Grant to Developer; subject, however, to satisfaction of the following conditions precedent at the time of payment: i. Developer shall not be in default under the terms and provisions of this Agreement; ii. The City shall have obtained financing of the Bonds on such terms and conditions as it deems reasonably necessary, and there shall be sufficient Bond Proceeds to pay the Redevelopment Grant disbursement; and iii. The Developer has submitted to the City any supporting documentation requested by the City related to the Disbursement Request. Section 5.3. Maximum Amount of Redevelopment Grants. The aggregate amount of the Redevelopment Grants disbursed to Developer shall not exceed the lesser of: (i) the sum of the Developer's certified costs that are verified by the City after being submitted on a Disbursement Request related to a Redevelopment Grant, or(ii)the amount of the Bond Proceeds. 12 Proposed Execution Version Section 5.4. Source of Redevelopment Grant Funds Limited. a. The Redevelopment Grant disbursements shall be payable from and secured solely and only by the Bond Proceeds. The Redevelopment Grant disbursements shall not be payable in any manner by general taxation or from any other City funds. b. Notwithstanding the provisions of Section 5.2 hereof, the City shall have no obligation to make a Redevelopment Grant disbursement to Developer if at any time during the term hereof the City receives an opinion from its legal counsel to the effect that the use of the Bond Proceeds to fund a Redevelopment Grant disbursement to Developer, as contemplated under said Section 5.2, is not authorized under the applicable provisions of the Code, as then constituted or under controlling decision of any Iowa Court having jurisdiction over the subject matter hereof. Upon receipt of any such legal opinion or non-appropriation, the City shall promptly forward notice of the same to Developer. Section 5.5. Conveyance of Development Property to City. In the event Developer has not complied with the obligations set forth in Section 3.5(h), above, then the City shall have the unconditional right to purchase the Development Property from the Developer for$1.00, plus the City's payment of transactional fees such as updating an abstract of title for the Development Property and recording fees. If the City elects to pursue this remedy, then the City shall deliver written notice to the Developer. Within ten(10) days of such notice,the Developer shall provide to the City any abstract of title for the Development Property in the Developer's possession,which the City may update at the City's expense. The Developer shall take all commercially reasonable steps to ensure that any mortgages and liens attached to the Development Property are released within forty-five (45) days of the City's written notice under this section; further,Developer shall take all other reasonable steps to ensure the City acquires marketable title to the Development Property within forty-five (45) days of the City's written notice under this section, including without limitation,the execution of appropriate deeds and other documents. ARTICLE VI. ADDITIONAL DEVELOPMENT GRANTS Section 6.1. Additional Development Grants.For and in consideration of the obligations of Developer as set forth herein, and as a necessary means of achieving the goals and objectives of the Urban Renewal Plan, the City agrees to consider providing Development with additional grant payment disbursements (the "Additional Development Grants") in connection with additional costs and expenses that may be certified to the City on Disbursement Requests. Disbursement Requests related to Additional Development Grants shall be submitted to the City as follows: a. The Developer shall not submit a Disbursement Request more than once per calendar month. The Developer may identify the Qualified Costs and Expenses for which it is seeking reimbursement, on a Disbursement Request for an Additional Development Grant. The last day that Developer may submit a Disbursement Request to the City for a Redevelopment Grant will be December 1, 2035. 13 Proposed Execution Version b. Within thirty (30) days of the City's receipt of a Disbursement Request from Developer, the City shall have its engineer and/or other City staff review the documentation of costs submitted with the Disbursement Request to verify that the submitted costs and expenses are Qualified Costs and Expenses.If the City is satisfied that the submitted costs and expenses(i)have not been previously submitted by the Developer and (ii) are Qualified Costs and Expenses, then the City shall notify the Developer of the amount of the Additional Development Grant that the City intends to disburse to Developer, which amount shall not exceed the amount of costs submitted on the Disbursement Request that were verified by the City. c. The City's payment of an Additional Development Grant disbursement to Developer shall be subject to satisfaction of the following conditions precedent at the time of payment: i. Developer shall not be in default under the terms and provisions of this Agreement; ii. The City shall have identified adequate available funds in a City account that may be used for payment of the Additional Development Grant, and the City Council shall have taken formal action to approve the payment disbursement and the funding source from which payment is to be made; iii. There has not been a substantial change for the worse in the financial resources and ability of the Developer, or a substantial decrease in the financing commitments secured by the Developer for construction of the Minimum Improvements, which change(s) make it likely, in the reasonable judgment of the City, that the Developer will be unable to fulfill its covenants and obligations under this Agreement with respect to the Project; iv. The Developer has submitted to the City any supporting documentation requested by the City related to the Disbursement Request; and v. No liens have been filed against the Development Property, other than (i) a mechanic's lien for the costs or expenses that were identified on the Disbursement Request that triggered the payment. d. The Additional Development Grant disbursements shall be payable solely and only from City funds that the City Council authorizes and directs may be used to pay the particular disbursement, provided the funds are not allocated for another purpose and are legally permitted to be used for economic development purposes such as payment of the Additional Development Grant disbursement, as contemplated herein. e. Each Additional Development Grant disbursement is subject to appropriation by the City Council. The right of non-appropriation reserved to the City in this Section is intended by the parties, and shall be construed at all times, so as to ensure that the City's obligation to make future Additional Development Grant disbursements shall not constitute a legal indebtedness of 14 Proposed Execution Version the 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 to create, or result in the creation of, such a legal indebtedness of the 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 the 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. Section 6.2. Maximum Amount of Additional Development Grants. The aggregate amount of the Additional Development Grants disbursed to Developer shall not exceed the lesser of: (i)the sum of the Developer's certified costs that are verified by the City after being submitted on a Disbursement Request related to an Additional Development Grant, (ii) the Tax Increments available to be collected by the City between January 1, 2026 and the Termination Date (or the maximum date set by statute, if earlier than the Termination Date), or (iii) $20,000,000. The Developer may submit a written request to the City to increase the maximum aggregate amount payable as Additional Development Agreements if it is determined that the investment necessary for proper redevelopment of the site for highest and best land use exceeds these amounts. Upon the City's receipt of such a request, the City and Developer may enter into an amendment to this Agreement that provides for an increase in the amount payable as Additional Development Grants. ARTICLE VII. INDEMNIFICATION Section 7.1. Release and Indemnification Covenants. a. The Developer releases 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, or resulting from any defect in, the Development Property or the Minimum Improvements. b. Except for any willful misrepresentation or any willful or wanton misconduct or any unlawful act of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now or forever, and further agrees to hold the Indemnified Parties harmless, from any claim, demand, suit, action, or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from (i) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by the Developer against the City to enforce its rights under this Agreement), (ii)the acquisition and condition of the Development Property and the construction, installation, ownership, and operation of the Minimum Improvements; or (iii) any hazardous substance or environmental contamination located in or on the Development Property. 15 Proposed Execution Version c. The Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Developer or its officers,agents,servants,or employees or any other person who may be about the Minimum Improvements due to any act of negligence of any person, other than any act of negligence on the part of any such Indemnified Party or its officers, agents, servants, or employees. d. The provisions of this Article VII shall survive the termination of this Agreement. ARTICLE VIII. DEFAULT AND REMEDIES Section 8.1. Events of Default Defined. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement, any one or more of the following events: a. Failure by the Developer to complete Demolition, or the construction of the Minimum Improvements to be commenced and completed pursuant to the terms, conditions, and limitations of this Agreement; b. Transfer of any interest in this Agreement in violation of the provisions of this Agreement; c. Failure by the Developer to substantially observe or perform any covenant, condition, obligation, or agreement on its part to be observed or performed under this Agreement; d. Any representation or warranty made by the Developer in this Agreement,or made by the Developer in any written statement or certification furnished by the Developer pursuant to this Agreement (including, but not limited to, a Disbursement Request), shall prove to have been incorrect, incomplete, or misleading in any material respect on or as of the date of the issuance or making thereof; or e. The Developer shall: i. file any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended, or under any similar federal or state law; or ii. make an assignment for the benefit of its creditors; or iii. admit in writing its inability to pay its debts generally as they become due; or iv. be adjudicated bankrupt or insolvent; or if a petition or answer proposing the adjudication of Developer as 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 16 Proposed Execution Version filing thereof; or a receiver, trustee or liquidator of Developer or the Minimum Improvements, or part thereof, shall be appointed in any proceedings brought against Developer, and shall not be discharged within ninety (90) days after such appointment, or if Developer shall consent to or acquiesce in such appointment. Section 8.2. Remedies on Default. Whenever any Event of Default referred to in Section 8.1 of this Agreement occurs and is continuing, the City, as specified below, may take any one or more of the following actions after giving ninety (90) days' written notice to the Developer of the Event of Default, but only if the Event of Default has not been cured within said thirty (30) days, or if the Event of Default cannot reasonably be cured within ninety (90) days and the Developer does not provide assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible: a. The City may suspend its performance under this Agreement until it receives assurances from the Developer, deemed adequate by the City, that the Developer will cure its default and continue its performance under this Agreement; b. The City may terminate this Agreement; c. If the event of default is failure to complete the Minimum Improvements by the date set forth in Section 3.2(c), the City may seek to enforce the remedy provided for in Section 5.5 of this Agreement; and d. The City may take any action, including legal, equitable, or administrative action, which may appear necessary or desirable to enforce performance and observance of any obligation, agreement, or covenant of the Developer, as the case may be, under this Agreement. Section 8.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to any party is intended to be exclusive of any other available remedy or remedies,but each and every remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. Section 8.4. No Implied Waiver. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by any other party,such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent,previous or subsequent breach hereunder. Section 8.5. Agreement to Pay Attorneys' Fees and Expenses. Whenever any Event of Default occurs and the City shall employ attorneys or incur other expenses in successful efforts to collect payments due or to become due or enforce performance or observance of any obligation or agreement on the part of the Developer herein contained, the Developer agrees that it shall, on 17 Proposed Execution Version demand therefor, pay to the City the reasonable fees of such attorneys and such other expenses as may be reasonably and appropriately incurred by the City in connection therewith. ARTICLE IX. MISCELLANEOUS Section 9.1. Conflict of Interest. The Developer represents and warrants that,to its best knowledge and belief after due inquiry, no officer or employee of the City or its designees or agents, nor any consultant or member of the governing body of the City, and no other public official of the City who exercises or has exercised any functions or responsibilities with respect to the Project during his or her tenure, or who is in a position to participate in a decision-making process or gain insider information with regard to the Project, has had or shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work or services to be performed in connection with the Project, or in any activity, or benefit therefrom, which is part of the Project at any time during or after such person's tenure. Section 9.2. Notices and Demands. A notice, demand or other communication under this Agreement by any party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, and a. In the case of the Developer, is addressed or delivered personally to Waterloo Crossroads Development, LLC at 1615 SW Main Street, Suite 207, Ankeny, Iowa 50023,Attn: BJ Stokesbary and Terry Lutz; and b. In the case of the City, is addressed to or delivered personally to the City of Waterloo at 715 Mulberry St., Waterloo, Iowa 50703, Attn: City Clerk; or to such other designated individual or officer or to such other address as any party shall have furnished to the other in writing in accordance herewith. Section 9.3. Titles of Articles and Sections. Any titles of the several parts,Articles,and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 9.4. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 9.5. Governing Law. This Agreement and any dispute arising out of or related to this Agreement shall be governed and interpreted in accordance with the laws of the State of Iowa without regard to conflicts of law principles that would require the application of law of another jurisdiction. The Iowa District Court for Black Hawk County shall have exclusive jurisdiction in all matters arising under this Agreement, and the Parties hereto expressly consent and submit to the personal jurisdiction of such court. 18 Proposed Execution Version Section 9.6. Entire Agreement. This Agreement and the exhibits hereto reflect the entire agreement between the parties regarding the subject matter hereof,and supersedes and replaces all prior agreements, negotiations or discussions, whether oral or written. This Agreement may not be amended except by a subsequent writing signed by all parties hereto. In the event of a conflict between the terms of this Agreement and any other agreement,whether written or verbal,regarding the Development Property and to which the Developer is a party,the terms and conditions of this Agreement shall control. Section 9.7. Successors and Assigns. This Agreement is intended to and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns; provided, however, that the Developer represents and agrees that, prior to the Termination Date, the Developer shall not assign its interests under this Agreement to any other party unless (i) the transferee partnership, corporation or individual assumes in writing all of the obligations of the Developer under this Agreement and (ii) the City consents thereto in writing in advance thereof, which consent shall not be unreasonably withheld.Notwithstanding the foregoing,the City agrees Developer may assign its interest in the Redevelopment Grants under this Agreement to a lender as security for financing related to the Minimum Improvements, provided Developer remains responsible for performance of all Developer's obligations hereunder. Section 9.8. Termination Date. This Agreement shall terminate and be of no further force or effect on and after December 1, 2040, unless the Agreement is terminated earlier by the other terms of this Agreement. Section 9.9. No Third-Party Beneficiaries. No rights or privileges of either party hereto shall inure to the benefit of any landowner, contractor, subcontractor, material supplier, or any other person or entity, and no such landowner,contractor, subcontractor, material supplier, or any other person or entity shall be deemed to be a third-party beneficiary of any of the provisions contained in this Agreement. IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its name and behalf by its Mayor and its seal to be hereunto duly affixed and attested by its City Clerk, and the Developer has caused this Agreement to be duly executed in its name and behalf all on or as of the day first above written. [Remainder of this page intentionally left blank Signature pages to follow.] 111 19 Proposed Execution Version (SEAL) CITY OF WATERLOO, IOWA By:Di A c Quentin M. Hart,Mayor A flEST: By: he> Kelley Fe e, City Clerk STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) On this ' I day of-DeWitt ji-" , 2024, before me a Notary Public in and for said State,personally appeared Quentin M. 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 Municipality 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 Municipality, and that said instrument was signed and sealed on behalf of said Municipality 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 Municipality by it voluntarily executed. =PP'A�sq BRITNI C PERKINS �'� COMMISSION NO. 845529 �� ' *,,rnn„* MY COMMISSION EXPIRES �� IOWA JANUARY 27,2026 N .lie in . a fir t e tate of Iowa JO" [Signature page to Agreement for Private Development—City of Waterloo, Iowa] 20 Proposed Execution Version WATERLOO CROSSROADS DEVELOPMENT, LLC, An Iowa limited liability company By: BJ tokesbary, : a.- STATE OF IOWA ) ) SS COUNTY OF Pa Lk ) This record acknowledged before me on Nov i S'- , 2024 by BJ Stokesbary as the Manager of Waterloo Crossroads Development, LLC. . "'/2/171 .__. Notary Public in and for the State of Iowa Ohs, KLARISA HARTEMA o ' Commission Number 820331 "���r MyCommission Expires '�� /0WP September 26,2025 [Signature page to Agreement for Private Development— Waterloo Crossroads Development, LLC] 21 Proposed Execution Version EXHIBIT A DEVELOPMENT PROPERTY The Development Property is described as consisting of all that certain parcel or parcels of land located in the City of Waterloo, County of Black Hawk, State of Iowa, more particularly described as follows: Lot 3 in Crossroads Plat No. 7, Waterloo, Black Hawk County, Iowa; And That part of the East Frl. 1/2 of Section 2, Township 88 North, Range 13 West of the 5th P.M., Black Hawk County, Iowa, described as follows: Commencing at the intersection of the Sw-ly right-of-way line of U.S. Highway No. 218 with the East line of said Section 2, said right-of-way line being 60 feet normally distant SW-ly from the center line of U.S. Highway No. 218; thence North 35°20' West, along said SW-ly right-of-way line, 494.43 feet; thence South 54°40 West, 425 feet; thence South 35°20' East, 442.31 feet; thence SE-ly along a curve concave SW-ly having a radius of 470.96 feet, 103 .57 feet to the point of beginning; thence South 54°40' West, 321 .21 feet; thence South 128.7 feet; thence South 54°40' West, 100 feet; thence South 23 . 14 feet; thence South 77°52' 32" East, 342.92 feet; thence East 44.96 feet; thence North 285.45 feet; thence NW-ly along a curve concave SW-ly having a radios of 470.96 feet, 186.86 feet to the point of beginning; And Real property in the City of Waterloo, County of Black Hawk, State of Iowa, described as follows: Lots 1 and 2 in Crossroads Plat No. 7, Waterloo, Black Hawk County, Iowa. AND A part of the East Fractional One-half of Section 2, Township 88 North, Range 13 West of the Fifth Principal Meridian in the City of Waterloo, Iowa, bounded as follows: Commencing at the intersection of the southwesterly right-of-way line of U.S. Highway 218 with the east line of said Section 2, said right-of-way line being 60 feet normally distant southwesterly from the center line of U.S. Highway 218; thence North 35°20' West, along said southwesterly right-of-way line a distance of 494.43 feet; thence South 54°40' West, a distance of 425 feet to the point of beginning; thence North 35°20' West, a distance of 558.57 feet; thence westerly along a curve concave southerly, having a radius of 179.87 feet, a distance of 301 .59 feet; thence South 48°36' West, a distance of 560.26 feet; thence South 35°20' East, a distance of 758.22 feet; thence North 54°40' East, a distance of 156 feet; thence South 35°20' East, a distance of 5.00 feet; thence North 54°40' East, a distance of 600 feet; thence North 35°20' West, a distance of 85 feet to the point of beginning. The southwesterly right-of-way line of U.S. Highway 218 is assumed to bear North 35°20' West, and said southwesterly right-of-way line intersects the east line of said Section 2 at a point 799.77 feet north of the southeast corner of the North One-half of the Southeast Quarter of said Section 2. Exhibit A- 1 EXHIBIT B DEVELOPER'S REDEVELOPMENT PLAN - ' -9 V m.. 4)' < ,,g '' s, " 4 P.. ,').$4, --- ,"„iciivirkc 8\7 '',‘‘.,'"i- .• %, cc-c$ \ \, i ;M a to. 3 �t' 4 ,:( 0 t f QQ 04, - ' � 1 l'S �' #` O 's 4i s- g y T t Si t94 l 4 t v s 2 1? -'' 1t 4 1 l ,, t 1k '} l l • (` tO l z 0 - .." 40‘,MIt. tr, \ 1 1, 1 , tr- ,i , :, sy,t_ % ',; 1,,,U• t \ 114/ (.4 \\11\ if ,ifieft - 1"k• \ CP , a \7\ _., „ „ . . -t, ic, ; ,....-. . , , , , ...,, , ,,,,,: \ „• 1 . .. . ....... _ , , , .. „ ... „ t , , , ' .. 1p 4 ii 4�i,6* � lr .4 a [See following pages for a copy of Developer's Redevelopment Plan for the Development Property. If subsequent versions of the Redevelopment Plan are mutually agreed to by the Developer and the City, the subsequently approved Redevelopment Plan shall replace the Redevelopment Plan initially attached as Exhibit B to the Agreement and the subsequently approved Redevelopment Plan shall be inserted as a new Exhibit B.] Exhibit B-1 Draft Version 10/31/24 EXHIBIT C DISBURSEMENT REQUEST Pursuant to that certain Agreement for Private Development entered into between the City of Waterloo,Iowa and Waterloo Crossroads Development, LLC (the"Developer"),the Developer hereby certifies to the City that: a. The costs and expenses shown on the invoices and receipts attached hereto were/are the actual expenses incurred by the Developer for the following components of the Project: b. None of the costs and expenses shown on the invoices and receipts attached hereto have previously been submitted by the Developer as part of a Disbursement Request. c. All ad valorem taxes on all portions of the Development Property,which owned by Developer or a successor to Developer,have been paid for the prior fiscal year(and for the current year, if due) and attached hereto is documentation evidencing proof of payment of said taxes. d. Developer has not sold or otherwise transferred ownership of any portion of the Development Property except to Buyers that have entered into minimum assessment agreements with the City for the"Planned Improvements"to be constructed on that portion of the Development Property, and excepting any transfers of portions of the Development Property that the City Council otherwise consented to in writing. e. No mortgage or lien has been filed against the Development Property, except as permitted by the terms of the Agreement for Private Development. f. This Disbursement Request is filed with the City to request the following type of incentive payment under the Agreement(select one): Redevelopment Grant Additional Development Grant [Signature page follows] Exhibit C-1 1 24 Draft Version 10/3 / The undersigned representatives of Developer certifies under penalty of perjury and pursuant to the laws of the State of Iowa that the preceding is true and correct to the best of their knowledge and belief. WATERLOO CROSSROADS DEVELOPMENT, LLC By: Date: Print Name: Title/Its: STATE OF , COUNTY OF )) ss This record acknowledged before me on , 20 by as the of Waterloo Crossroads Development, LLC. Notary Public in and for said state Exhibit C-2 Draft Version 10/31/24 EXHIBIT D MINIMUM ASSESSMENT AGREEMENT - TEMPLATE THIS MINIMUM ASSESSMENT AGREEMENT ("Minimum Assessment Agreement" or "Assessment Agreement") is dated as of , 20 , by and between the CITY OF WATERLOO, IOWA (the "City"), and ("Landowner"). WITNESSETH: WHEREAS, Landowner is under contract to purchase certain real property located in the City's Crossroads Waterloo Urban Renewal and Redevelopment Plan Area from Waterloo Crossroads Development,LLC,which real property is legally described as follows: [legal description] (the "Property"); and WHEREAS, the Landowner proposes to construct certain improvements on the Property (the "Planned Improvements"), as described in the preliminary plans and specifications for the Planned Improvements that were provided to the County Assessor contemporaneously with this Minimum Assessment Agreement; and WHEREAS,pursuant to Section 403.6(19)of the Code of Iowa,as amended,the City and Landowner desire to establish a minimum actual value for the Planned Improvements to be constructed on the Property. NOW, THEREFORE, the parties to this Minimum Assessment Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: 1. The Effective Date of this Minimum Assessment Agreement shall be the date that Landowner acquires title of the Property from Waterloo Crossroads Development, LLC (the "Closing Date"). Landowner and/or Waterloo Crossroads Development, LLC shall cause this Minimum Assessment Agreement to be promptly recorded, at their cost, on the Closing Date. Such recording shall constitute notice to any subsequent purchaser or encumbrancer of the Property (or part thereof), whether voluntary or involuntary, and this Minimum Assessment Agreement shall be binding and enforceable in its entirety against any such subsequent purchaser or encumbrancer, including the holder of any mortgage. Landowner shall secure written consent to this Minimum Assessment Agreement from all lienholders that will have a lien of record as of the Closing Date, which written consent will be in substantially in the form of the Lienholder Consent set forth herein, which consents will be attached hereto and made a part hereof. At the City's request, Landowner shall provide a title opinion or lien or title search/certificate to City listing all lienholders of record as of the date that this Assessment Agreement is recorded. Exhibit D-1 2. The Minimum Actual Value for the Planned Improvements and the Property shall be fixed for assessment purposes at not less than $ , before rollback, upon completion of the Planned Improvements, but no later than January 1, 20 . The Minimum Actual Value shall continue to be effective until the tenth December 31 St after the Minimum Actual Value is entered on the tax rolls(i.e.,December 31,20 )(the"Assessment Agreement Termination Date"). The Minimum Actual Value shall be maintained during such period regardless of: (a)any failure to complete the Planned Improvements; (b)destruction of all or any portion of the Planned Improvements; (c) diminution in value of the Property or the Planned Improvements; or (d) any other circumstance, whether known or unknown and whether now existing or hereafter occurring. 3. Landowner 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 Planned Improvements pursuant to the provisions of this Minimum Assessment Agreement. Such tax payments shall be made without regard to any loss, complete or partial, to the Property or the Planned Improvements,any interruption in,or discontinuance of,the use,occupancy,ownership, or operation of the Property or the Planned Improvements,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 Planned Improvements. 4. Landowner agrees that, prior to the Assessment Agreement Termination Date, 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 Planned Improvements determined by any tax official to be applicable to the Property, or raise the inapplicability or constitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; or b. seek any tax deferral or abatement, either presently or prospectively authorized under Iowa Code Chapter 403 or 404, or any other local or State law, of the taxation of real property, including improvements and fixtures thereon, contained in the Property or the Planned Improvements between the date of execution of this Agreement and the Assessment Termination Date; or c. request the Assessor to reduce the Minimum Actual Value; or d. appeal to the board of review of the County, State, District Court or to the Director of Revenue of the State to reduce the Minimum Actual Value; or e. cause a reduction in the actual value or the Minimum Actual Value through any other proceedings Exhibit D-2 5. This Minimum Assessment Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. 6. Nothing herein shall be deemed to waive the rights of Landowner under Iowa Code Section 403.6(19) 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 Landowner seek to reduce the actual value to an amount below the Minimum Actual Value established herein during the term of this Assessment Agreement. This Minimum Assessment Agreement may be amended or modified and any of its terms, covenants, representations, warranties or conditions waived, only by a written instrument executed by the parties hereto, or in the case of a waiver, by the party waiving compliance. 8. If any term,condition or provision of this Minimum Assessment Agreement is for any reason held to be illegal, invalid or inoperable, such illegality, invalidity or inoperability shall not affect the remainder hereof,which shall at the time be construed and enforced as if such illegal or invalid or inoperable portion were not contained herein. 9. The Minimum Actual Value herein established shall be of no further force and effect and this Minimum Assessment Agreement shall terminate on the Assessment Agreement Termination Date set forth in Section 2 above. [Signatures Start on Next Page] Exhibit D-3 (SEAL) CITY OF WATERLOO, IOWA By: Mayor Print Name: ATTEST: By: City Clerk Print Name: STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) On this day of ,20 ,before me a Notary Public in and for said State, personally appeared and , 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 Municipality 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 Municipality, and that said instrument was signed and sealed on behalf of said Municipality 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 Municipality by it voluntarily executed. Notary Public in and for the State of Iowa [Signature page to Minimum Assessment Agreement—City of Waterloo, Iowa] Exhibit D-4 LANDOWNER: [insert appropriate signature block] STATE OF ) ) SS COUNTY OF ) This record acknowledged before me on , 20 by as the of Notary Public in and for said state [Signature page to Minimum Assessment Agreement—Landowner] Exhibit D-5 EXHIBIT D (Cont.) LIENHOLDER CONSENT In consideration of one dollar and other valuable consideration, the receipt of which is hereby acknowledged, and notwithstanding anything in any loan or security agreement to the contrary, the undersigned ratifies, approves, consents to and confirms the Minimum Assessment Agreement entered into between the parties,and agrees to be bound by its terms and subordinates any previously acquired mortgage, lien or other interest in the Property. This provision shall be binding on the parties and their respective successors and assigns. Name of Lienholder By: Date: Signature Print Name: Title/Its: STATE OF ) ) SS COUNTY OF ) This record acknowledged before me on , 20 by as the of . Notary Public in and for said state [add additional pages for each lienholder] Note: If there are no lienholders, this page shall have no signatures. Exhibit D-6 EXHIBIT D (Cont.) CERTIFICATION OF BLACK HAWK COUNTY ASSESSOR The undersigned, having reviewed the plans and specifications for the Planned Improvements already constructed or to be constructed and the market value assigned to the land upon which the Planned Improvements are constructed, 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 the Planned Improvements and the Property shall be fixed for assessment purposes at not less than $ , before rollback, upon completion of the Planned Improvements, but no later than January 1, 20 , and such minimum value shall continue through the Assessment Agreement Termination Date. Assessor for the County of Black Hawk, Iowa Date STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) Subscribed and sworn to before me by , Assessor for the County of Black Hawk, Iowa on this day of , 2024. Notary Public for the State of Iowa Exhibit D-7 EXHIBIT D (cont.) Consistent with Iowa Code §403.6(19)(b), filed with this assessor certification is a copy of subsection 19 as follows: 19.a.A municipality,upon entering into a development or redevelopment agreement pursuant to section 403.8,subsection 1,or as otherwise permitted in this chapter,may enter into a written assessment agreement with the developer of taxable property in the urban renewal area which establishes a minimum actual value of the land and completed improvements to be made on the land until a specified termination date which shall not be later than the date after which the tax increment will no longer be remitted to the municipality pursuant to section 403.19,subsection 2.The assessment agreement shall be presented to the appropriate assessor. The assessor shall review the plans and specifications for the improvements to be made and if the minimum actual value contained in the assessment agreement appears to be reasonable,the assessor shall execute the following certification upon the agreement: The undersigned assessor,being legally responsible for the assessment of the above described property upon completion of the improvements to be made on it,certifies that the actual value assigned to that land and improvements upon completion shall not be less than$ b.This assessment agreement with the certification of the assessor and a copy of this subsection shall be filed in the office of the county recorder of the county where the property is located.Upon completion of the improvements,the assessor shall value the property as required by law,except that the actual value shall not be less than the minimum actual value contained in the assessment agreement.This subsection does not prohibit the assessor from assigning a higher actual value to the property or prohibit the owner from seeking administrative or legal remedies to reduce the actual value assigned except that the actual value shall not be reduced below the minimum actual value contained in the assessment agreement.An assessor,county auditor,board of review,director of revenue,or court of this state shall not reduce or order the reduction of the actual value below the minimum actual value in the agreement during the term of the agreement regardless of the actual value which may result from the incomplete construction of improvements,destruction or diminution by any cause,insured or uninsured,except in the case of acquisition or reacquisition of the property by a public entity. Recording of an assessment agreement complying with this subsection constitutes notice of the assessment agreement to a subsequent purchaser or encumbrancer of the land or any part of it,whether voluntary or involuntary, and is binding upon a subsequent purchaser or encumbrancer. Exhibit D-8 AGREEMENT FOR PRIVATE DEVELOPMENT THIS AGREEMENT FOR PRIVATE DEVELOPMENT (hereinafter called "Agreement"), is made on or as of ,AJo v 1% ,2024, by and among the CITY OF WATERLOO,IOWA,a municipality(the"City"),acting under the authorization of Chapters 15A and 403 of the Code of Iowa. 2023, as amended (hereinafter called "Urban Renewal Act"), and WATERLOO CROSSROADS DEVELOPMENT, LLC. an Iowa limited liability company (the "Developer," as further defined in Section 1-BA). The City and Developer are "Parties" to this Agreement. WITNESSETH: WHEREAS, in furtherance of the objectives of the Urban Renewal Act, the City has undertaken a program for the development of an economic development area in the City that is known as the Crossroads Waterloo Urban Renewal and Redevelopment Plan Area (the "Area" or "Urban Renewal Area"), as established by the Crossroads Waterloo Urban Renewal and Redevelopment Plan ("Plan" or"Urban Renewal Plan"); and WHEREAS, the Developer owns or will acquire certain real property located in the foregoing Urban Renewal Area as more particularly described in Exhibit A attached hereto and made a part hereof(which property as so described is hereinafter referred to as the "Development Property"); and WHEREAS, the Developer is willing to redevelop the Development Property and cause certain Minimum Improvements to be constructed on the Development Property and to operate the Minimum Improvements consistent with this Agreement (the "Project"); and WHEREAS, the City believes that the redevelopment of the Development Property pursuant to this Agreement and the fulfillment generally of this Agreement, are in the vital and best interests of the City in accord with the public purposes and provisions of the applicable State and local laws and requirements under which the foregoing project has been undertaken and is being assisted. NOW. THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: ARTICLE I-A. CONDITIONS PRECEDENT Section 1-A.1. Condition Precedent. Each of the following are a condition precedent to any rights or obligations of any party to this Agreement: a. Developer's acquisition of the full right, title, and interest in the Development Property within one hundred twenty(120)days of the Commencement Date. Proposed Execution Version b. The City receiving the Bond Proceeds within 120 days of the Commencement Date, or such later date agreed to by the Parties in writing. If either of the above Conditions Precedent is not timely satisfied, this Agreement shall automatically terminate with no further action required by any party, and no party shall have further obligations to the other parties. ARTICLE I-B. DEFINITIONS Section 1-B.1. Definitions. In addition to other definitions set forth in this Agreement, all capitalized terms used and not otherwise defined herein shall have the following meanings unless a different meaning clearly appears from the context: Acquisition means the purchase of the Development Property and any Existing Buildings by Developer. Acquisition Cost means (i)the purchase price amount paid by the Developer for purchase of the Development Property and any Existing Buildings,as such amount is reported to the County on a declaration of value form filed in the County Recorder's office with the document conveying title of the Development Property to Developer, plus (ii) reasonable transactional costs related to the Acquisition, including, without limitation, accounting, engineering, and attorney fees; provided, however, that broker or realtor fees shall not be eligible to be considered part of the Acquisition Cost. Additional Development Grants means the grant payments that may be provided to the Developer by the City pursuant to Article VI. Agreement means this Agreement and all exhibits and appendices hereto, as the same may be from time to time modified, amended, or supplemented. Assessor means the Assessor for Black Hawk County,Iowa. Base Value means the assessed value,as determined by the Black Hawk County Assessor, of the Development Property and any improvements thereon (land and building/improvement value)as of January 1, 2026. Bond Proceeds means the proceeds from the sale of the Bonds after all capitalized interest, costs of issuance, and transaction costs and fees have been paid. Bonds means the taxable, general obligation, urban renewal bonds, notes, or other indebtedness to be issued by the City for the sole purpose of funding the payment of the Redevelopment Grants to Developer, secured by a City debt service levy but expected to be repaid with Tax Increments. The aggregate principal amount of the Bonds for the Redevelopment Grants will not exceed $20,000,000, the aggregate principal amount of the Bonds for the Additional Development grants will not exceed $20,000,000, and will depend on a variety of factors, such as 2 Proposed Execution Version the costs of the Minimum Improvements, anticipated deposits in the reinvestment project fund, actual Bond sale terms, the timing of the sale, inclusion of capitalized interest, as necessary, and other factors. Developer recognizes and agrees that the number of series of Bonds and amounts of such Bonds will necessarily change according to the City's borrowing decisions and other due diligence factors to be considered at the City's sole discretion. Buyer means any person or entity that purchases or otherwise acquires title to a portion of the Development Property prior to the Termination Date. City means the City of Waterloo, Iowa, or any successor to its functions. Code means the Code of Iowa, 2023, as amended. Commencement Date means the date of this Agreement, which shall be the date the last party signs the Agreement. County means the County of Black Hawk,Iowa. Developer means Waterloo Crossroads Development, LLC and its permitted successors and assigns. Development Property means that portion of the Urban Renewal Area described in Exhibit A hereto. Event of Default means any of the events described in Section 8.1 of this Agreement. Existing Buildings means the buildings and improvements located on the Development Property as of the Commencement Date. Indemnified Parties means the City, and the governing body members, officers, agents, servants, and employees thereof. Minimum Improvements means the buildings and related site improvements that are proposed to be constructed on the Development Property, which are set at out for reference purposes in Exhibit B attached to this Agreement. Mortgage means any mortgage or security agreement in which the Developer has granted a mortgage or other security interest in the Development Property, or any portion or parcel thereof, or any improvements constructed thereon. Project means the Acquisition, Demolition and the construction and operation of the Minimum Improvements on the Development Property, which may include commercial, retail, and/or mixed use improvements that are consistent with the City's zoning regulations. 3 Proposed Execution Version Qualified Costs and Expenses means the (i) Acquisition Costs, (ii)the costs and expenses incurred by Developer necessary to complete the Demolition and (iii) the costs and expenses to construct the Minimum Improvements, whether incurred prior to or after the date of this Agreement, including interest during construction, insurance costs, costs for acquisition of right of way, easements, landscaping, grading, drainage, paving, underground utility connections for private property located in the streets, engineering, plans and specifications, labor, materials, supplies, equipment use and rental, delivery charges, overhead, mobilization, and legal expenses related to those improvements. Redevelopment Grants means the grant payments to be provided to the Developer by the City pursuant to Article V. State means the State of Iowa. Tax Increments means the property tax revenues on the assessed value of the Minimum Improvements and Development Property (building and land value) above the Base Value divided and made available to the City for deposit in the special fund created for the Crossroads Waterloo Urban Renewal and Redevelopment Plan Area under the provisions of Section 403.19 of the Code and the Ordinance. Termination Date means the date of termination of this Agreement, as established in Section 9.8 of this Agreement. Unavoidable Delays means delays resulting from acts or occurrences outside the reasonable control of the party'claiming the delay including but not limited to storms,floods,fires, explosions, or other casualty losses, unusual weather conditions, strikes, boycotts, lockouts, or other labor disputes, litigation commenced by third parties, or the acts of any federal, State, or local governmental unit(other than the City with respect to the City's obligations). ARTICLE II. REPRESENTATIONS AND WARRANTIES Section 2.1. Representations and Warranties of the City. The City makes the following representations and warranties: a. The City is a municipal corporation and political subdivision organized under the provisions of the Constitution and the laws of the State and has the power to enter into this Agreement and carry out its obligations hereunder. b. 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 breach of, the terms, conditions, or provisions of any contractual restriction, evidence of indebtedness, agreement, or instrument of whatever nature to which the City is now a party or by which it is bound,nor do they constitute a default under any of the foregoing. 4 Proposed Execution Version c. All covenants, stipulations, promises, agreements, and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements, and obligations of the City only, and not of any governing body member, officer, agent, servant, or employee of the City in the individual capacity thereof. Section 2.2. Representations and Warranties of Developer. The Developer makes the following representations and warranties: a. The Developer is an Iowa limited liability company duly organized and validly existing under the laws of the State of Iowa, and 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. b. This Agreement has been duly and validly authorized, executed, and delivered by the Developer and,assuming due authorization, execution,and delivery by the City,is in full force and effect and is a valid and legally binding instrument of the Developer 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. c. 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 governing documents of the Developer or of any contractual restriction, evidence of indebtedness,agreement, or instrument of whatever nature to which the Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. d. There are no actions, suits, or proceedings pending or threatened against or affecting the Developer 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 or operations of the Developer or which in any manner raises any questions affecting the validity of the Agreement or the Developer's ability to perform its obligations under this Agreement. e. The Developer shall cause the Minimum Improvements to be constructed on the Development Property in accordance with the terms of this Agreement, the Urban Renewal Plan and all local, State, and federal laws and regulations. f. The Developer shall use its best efforts to obtain,or cause to be obtained,in a timely manner, with respect to the Demolition and the Minimum Improvements, 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 Demolition and the Minimum Improvements may be lawfully completed. 5 Proposed Execution Version g. The Developer has not received any notice from any local, State, or federal official that the activities of the Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the City has previously been notified in writing). The Developer is not currently aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State,or federal environmental law,regulation,or review procedure applicable to the Development Property, and the Developer is not currently aware of any violation of any local, State, or federal environmental law, regulation, or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. h, The Developer has firm commitments for construction or acquisition and financing for the Project in an amount sufficient,together with equity commitments,to successfully complete the Acquisition,Demolition and construction of the Minimum Improvements in accordance with this Agreement. i. The Developer 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 Demolition or the construction and operation of the Minimum Improvements. ARTICLE III. DEVELOPER OBLIGATIONS Section 3.1. Demolition. a. The Developer agrees that it will cause the deconstruction and demolition of Existing Structures consistent with site plans that are developed and are mutually agreeable to the City and Developer, together with proper removal and disposal of all demolition debris, (the "Demolition") to be completed on the Development Property in conformance with all applicable federal, State, and local laws, ordinances, and regulations, including any City permit and/or building requirements. b. Subject to Unavoidable Delays,Developer shall cause the Demolition to commence on or before December 1, 2025 and to be completed on or before December 1, 2028, unless otherwise agreed upon by the parties. Time lost as a result of Unavoidable Delays shall be added to extend these dates by a number of days equal to the number of days lost as a result of Unavoidable Delays. Section 3.2. Construction of Minimum Improvements. a. The Developer agrees that it will cause the Minimum Improvements to be constructed on the Development Property in conformance with all applicable federal, State, and local laws, ordinances, and regulations, including any City permit and/or building requirements. All work with respect to the Minimum Improvements shall be in conformity with any plans approved and/or permits issued by the building official(s) of the City, which approvals and issuances shall be made according to normal City processes for such plans and permits. The 6 Proposed Execution Version Developer agrees that the scope and scale of the Minimum Improvements shall not be significantly less than the scope and scale as described in this Agreement. b. The Developer agrees that it shall permit designated representatives of the City, upon reasonable notice to the Developer (which does not have to be written), to enter upon the Development Property during the construction of the Minimum Improvements to inspect such construction and the progress thereof, c. Subject to Unavoidable Delays, Developer shall commence construction of the Minimum Improvements on or before February 1, 2027. Subject to Unavoidable Delays, Developer shall cause the Minimum Improvements to be completed, as evidenced by issuance of a certificate of occupancy for each building included as part of the Minimum Improvements, on or before December 1, 2040 unless otherwise agreed upon by the parties. Time lost as a result of Unavoidable Delays shall be added to extend these dates by a number of days equal to the number of days lost as a result of Unavoidable Delays. Section 3.3. Insurance Requirements. a. Developer will provide and maintain or cause to be maintained at all times during the process of undertaking Demolition and constructing the Minimum Improvements (and, from time to time at the request of the City, furnish the City with proof of coverage or payment of premiums on): i. Builder's risk insurance, written on the so-called "Builder's Risk— Completed Value Basis,"in an amount equal to the full replacement cost of the Minimum Improvements, and with coverage available in non-reporting form on the so-called "all risk"form of policy. ii. Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations, and contractual liability insurance) with limits against bodily injury and property damage of at least $1,000,000 for each occurrence. The City shall be named as an additional insured for the City's liability or loss arising out of or in any way associated with the project and arising out of any act, error, or omission of Developer, or Developer's directors, officers, shareholders, contractors, and subcontractors or anyone else for whose acts the City may be held responsible(with coverage to the City at least as broad as that which is provided to Developer and not lessened or avoided by endorsement). The policy shall contain a "severability of interests" clause and provide primary insurance over any other insurance maintained by the City. iii. Workers' compensation insurance with at least statutory coverage. b. Upon completion of construction of the Minimum Improvements and at all times prior to the Termination Date,Developer shall maintain or cause to be maintained, at its cost and expense (and from time to time at the request of the City shall furnish proof of coverage or the 7 Proposed Execution Version payment of premiums on),insurance for the Minimum Improvements as is statutorily required and any additional insurance customarily carried by like enterprises engaged in like activities of comparable size and liability exposure. Developer will forthwith repair, reconstruct, and restore the Minimum Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Developer will apply the net proceeds of any insurance relating to such damage received by Developer to the payment or reimbursement of the costs thereof. Developer shall complete the repair, reconstruction, and restoration of the Minimum Improvements, whether or not the net proceeds of insurance received by Developer for such purposes are sufficient. Notwithstanding the foregoing, Developer shall not be required to carry insurance on any portion of the Development Property or Minimum Improvements transferred to a Buyer. c. All insurance required by this Section 3.3 to be provided prior to the Termination Date shall be taken out and maintained in responsible insurance companies selected by Developer, which are authorized under the laws of the State to assume the risks covered thereby. Section 3.4. Real Property Taxes. Developer, or its successors,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 Development Property acquired and owned by Developer. Until Developer's obligations have been assumed by any other person or legal title to the Development Property, or a portion thereof, is vested in a Buyer, all pursuant to the provisions of this Agreement.Developer shall be solely responsible for all assessments and taxes due on the Development Property. Developer and its successors agree that prior to the Termination Date: a. They will not seek administrative review or judicial review of the applicability or constitutionality of any tax statute relating to the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Development Property or Minimum Improvements, or raise the inapplicability or constitutionality of any such tax statute as a defense in any proceedings,including delinquent tax proceedings; and b. Unless agreed by the City, they will not seek any tax exemption, deferral, or abatement either presently or prospectively authorized under any State, federal, or local law with respect to taxation of real property contained on the Development Property between the Commencement Date and the Termination Date. c. Should Developer, or a Buyer, successfully protest the assessed value of the Development Property, or portion thereof owned by them, and be reimbursed by the City for overpaid taxes for any fiscal year in which Developer has already received Redevelopment Grants, the City may: (i) reduce any subsequent Redevelopment Grants by an amount equivalent to the portion of the prior Redevelopment Grants that would not have been paid if the Development Property had originally been assessed at the adjusted value; or (ii) demand repayment from Developer of an amount equivalent to the portion of the prior Redevelopment Grants that would 8 Proposed Execution Version not have been paid if the Developer Property had originally been assessed at the adjusted value if the set off in(i)is not available or feasible. Section 3.5. Additional Obligations of Developer. a. Maintenance of Properties, The Developer will maintain, preserve, and keep its properties (whether owned in fee or a leasehold interest), including but not limited to the Development Property, 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. Notwithstanding the foregoing, this requirement shall not require Developer to maintain any portion of the Development Property or Minimum Improvements transferred to a Buyer. b. Maintenance of Records. The Developer will keep at all times proper books of record and account in which full, true, and correct entries will be made of all dealings and transactions of or in relation to the business and affairs of the Developer relating to this Project in accordance with generally accepted accounting principles, consistently applied throughout the period involved, and the Developer will provide reasonable protection against loss or damage to such books of record and account. c. Compliance with Laws. The Developer will comply with all State, federal, and local laws, rules, and regulations relating to the Minimum Improvements. d. Non-Discrimination. In connection with the Project, the Developer shall not discriminate against any applicant,employee or tenant because of age,color,creed,national origin, race, religion, marital status, sex, physical disability, or familial status. Developer shall ensure that applicants, employees, and tenants are considered and are treated without regard to their age, color, creed, national origin, race, religion, marital status, sex, physical disability, or familial status. e. Available Information. Upon request, Developer shall promptly provide the City with copies of information requested by City that are reasonably related to this Agreement so that City can determine compliance with the Agreement,unless disclosure of the requested information is otherwise restricted or prohibited by law. f. Developer's Status. As security for the obligations of the Developer under this Agreement,the Developer represents and agrees that,prior to the Termination Date,the Developer will not dispose of all or substantially all of its assets or otherwise wind up its business;provided that nothing in this section shall constitute a prohibition against Developer selling any portion of the Development Property to a Buyer or Buyers. g. Creation of Commercial Space, Jobs, and Income. Developer agrees that the Project is expected to, in part, create usable commercial space for business tenants on the Development Property. 9 Proposed Execution Version h. Sale or Disposition of Development Property. Developer shall take commercially reasonable steps to market and sell or dispose of individually platted portions of the Development Property (the "Lots")to Buyers. In the event Developer fails to undertake any Sale or Marketing Activities related to the Development Property for any period of twenty-four (24) consecutive months, the City may exercise the remedies set forth in Section 5.5. The City agrees that it shall release its buyback rights under Section 5.5 as to any particular Lot, upon sale or disposition to a Buyer, and shall execute any and all instruments, in recordable form, necessary to put the public on notice of the release. For purposes of this subsection, the term "Sale or Marketing Activities" means any activity reasonably intended to result in the sale or disposition of a Lot to a Buyer, including, without limitation, the sale of any Lot, the listing of any Lot for sale, the execution of any agreement for the purchase and sale of any Lot, the distribution of marketing materials soliciting the purchase of any Lot, the submission of any plans, building permit requests, or redevelopment applications related to any Lot, and/or the construction of any improvements upon any Lot. i. Mortgage of Development Property. Developer shall not pledge the Development Property as collateral for any Mortgage, unless the proceeds of such loan are to be used in connection with the Development Property. ARTICLE IV. TRANSFER OF DEVELOPMENT PROPERTY OWNERSHIP Section 4.1. Transfer to Buyer. As security for the obligations of the Developer under this Agreement, the Developer represents and agrees that, prior to the Termination Date, the Developer shall not sell or otherwise transfer any portion of the Development Property without the City's prior written consent; provided that no written consent shall be required where the sale or transfer is to a Buyer who has executed a Minimum Assessment Agreement(defined below)prior to the date of the sale or transfer. Section 4.2. Minimum Assessment Agreements. a. Prior to the transfer of the Development Property or any portion thereof to a Buyer, Developer shall cause the proposed Buyer to execute a minimum assessment agreement, in substantially the form attached hereto as Exhibit D (the "Minimum Assessment Agreement"), specifying a minimum assessment value for the portion of the Development Property being sold, which shall include any improvements that Buyer intends to construct (the "Planned Improvements") pursuant to the provisions of Iowa Code Section 403.6(19). Specifically, Developer shall cause the Buyer (described as the "Landowner" in the form of minimum assessment agreement), City,the County Assessor, and any lienholders anticipated to have a lien on the closing date of the transfer between Developer and the Buyer to execute a Minimum Assessment Agreement establishing a reasonable minimum assessment value for the Planned Improvements for a period of at least ten(10)years. The minimum assessment value and the date provided for the minimum assessment value to commence shall be mutually agreed upon by Developer, the Buyer, and City before a final version of a proposed minimum assessment agreement is submitted to the County Assessor. 10 Proposed Execution Version b. Developer shall cause the executed Minimum Assessment Agreement to be filed for record in the office of the County Recorder as of the closing date of the transfer between Developer and the Buyer, and such filing shall constitute notice to and shall be binding and enforceable against any subsequent encumbrancer or purchaser of the Development Property or the relevant portion thereof.Developer shall ensure that any lienholder that has a lien on the closing date of the transfer between Developer and the Buyer shall sign a written consent to the minimum assessment agreement in a form satisfactory to the City. Section 4.3. Prohibition Against Use as Non-Taxable or Centrally-Assessed Property. The foregoing notwithstanding, until the full repayment of the Bonds issued pursuant to this Agreement, the Developer agrees that no portion of the Development Property or Minimum Improvements shall be transferred or sold to a non-profit entity or used for a purpose that would exempt said portion of the Development Property from property tax liability. During the term of this Agreement, Developer agrees not to allow any portion of the Development Property or Minimum Improvements to be used as centrally-assessed property (including but not limited to, Iowa Code § 428.24 to 428.29 (Public Utility Plants and Related Personal Property); Chapter 433 (Telegraph and Telephone Company Property); Chapter 434 (Railway Property); Chapter 437 (Electric Transmission Lines); Chapter 437A (Property Used in the Production, Generation, Transmission or Delivery of Electricity or Natural Gas); and Chapter 438 (Pipeline Property)). ARTICLE V. REDEVELOPMENT GRANTS Section 5.1. Issuing Bonds. It is recognized and agreed that the ability of the City to provide the Redevelopment Grants described in Section 5.2 below is subject to completion and satisfaction of certain separate City Council actions and required legal proceedings relating to the issuance of the Bonds. The City shall use best efforts and shall pursue issuance of the Bonds in good faith. Specifically,all obligations of City to issue the Bonds whose proceeds shall be used to provide the Redevelopment Grants are subject to each of the following Conditions Precedent: a. The representations and warranties made by Developer in Section 2.2 shall be true and correct as of a Developer recertification statement that may be requested by the City at or near the time of the issuance of Bonds; such recertification statement of the representations and warranties made by Developer in Section 2.2 shall have the same force and effect as if made on the Commencement Date; b. The Developer shall have acquired title to the Development Property; c. There has not been a substantial change for the worse in the financial resources and ability of the Developer, which change(s) make it likely, in the reasonable judgment of the City, that the Developer will be unable to fulfill its covenants and obligations under this Agreement; d. The satisfaction of all conditions and procedures required(in the judgment of bond counsel for the City) by the Code with respect to the issuance of the Bonds, including the holding of all required public hearings relating to the same and the timely completion of any necessary referendum or reverse referendum processes. 11 Proposed Execution Version Section 5,2. Redevelopment Grant Disbursements. a. For and in consideration of the obligations of Developer as set forth herein, and as a necessary means of achieving the goals and objectives of the Urban Renewal Nan, the City agrees (subject to the conditions set forth in this Article and this Agreement) to provide disbursements of Redevelopment Grants to Developer in support of the Project, pursuant to the terms and conditions set forth in this Article V. b. Following the City's receipt of the Bond Proceeds, the Developer may submit a disbursement request, in the form of Exhibit C attached hereto(a"Disbursement Request"),to the City.The Developer shall not submit a Disbursement Request more than once per calendar month. The Developer may identify the Qualified Costs and Expenses for which Developer seeks reimbursement. The last day that Developer may submit a Disbursement Request to the City for a Redevelopment Grant will be December 1, 2035. c. Within thirty (30) days of the City's receipt of a Disbursement Request from Developer, the City shall have its engineer and/or other City staff review the documentation of costs submitted with the Disbursement Request to verify that the submitted costs and expenses are Qualified Costs and Expenses, If the City is reasonably satisfied that the submitted costs and expenses(i)have not been previously submitted by the Developer and(ii)are Qualified Costs and Expenses, then the City shall notify the Developer of the amount of the Bond Proceeds that the City intends to disburse within the next ten (10) business days as a Redevelopment Grant to Developer, which amount shall not exceed the amount of costs submitted on the Disbursement Request that were verified by the City. d. The City's payment of a Redevelopment Grant shall,within sixty(60)days pay the Redevelopment Grant to Developer; subject, however, to satisfaction of the following conditions precedent at the time of payment: i. Developer shall not be in default under the terms and provisions of this Agreement; ii. The City shall have obtained financing of the Bonds on such terms and conditions as it deems reasonably necessary, and there shall be sufficient Bond Proceeds to pay the Redevelopment Grant disbursement; and iii. The Developer has submitted to the City any supporting documentation requested by the City related to the Disbursement Request. Section 5.3. Maximum Amount of Redevelopment Grants. The aggregate amount of the Redevelopment Grants disbursed to Developer shall not exceed the lesser of: (i) the sum of the Developer's certified costs that are verified by the City after being submitted on a Disbursement Request related to a Redevelopment Grant, or(ii) the amount of the Bond Proceeds. 12 Proposed Execution Version Section 5.4. Source of Redevelopment Grant Funds Limited. a. The Redevelopment Grant disbursements shall be payable from and secured solely and only by the Bond Proceeds. The Redevelopment Grant disbursements shall not be payable in any manner by general taxation or from any other City funds, b, Notwithstanding the provisions of Section 5,2 hereof, the City shall have no obligation to make a Redevelopment Grant disbursement to Developer if at any time during the term hereof the City receives an opinion from its legal counsel to the effect that the use of the Bond Proceeds to fund a Redevelopment Grant disbursement to Developer, as contemplated under said Section 5.2, is not authorized under the applicable provisions of the Code, as then constituted or under controlling decision of any Iowa Court having jurisdiction over the subject matter hereof, Upon receipt of any such legal opinion or non-appropriation, the City shall promptly forward notice of the same to Developer. Section 5.5. Conveyance of Development Property to Citx. In the event Developer has not complied with the obligations set forth in Section 3.5(h), above, then the City shall have the unconditional right to purchase the Development Property from the Developer for$1.00, plus the City's payment of transactional fees such as updating an abstract of title for the Development Property and recording fees. If the City elects to pursue this remedy, then the City shall deliver written notice to the Developer. Within ten (10) days of such notice, the Developer shall provide to the City any abstract of title for the Development Property in the Developer's possession,which the City may update at the City's expense. The Developer shall take all.commercially reasonable steps to ensure that any mortgages and liens attached to the Development Property are released within forty-five(45)days of the City's written notice under this section; further,Developer shall take all other reasonable steps to ensure the City acquires marketable title to the Development Property within forty-five (45) days of the City's written notice under this section, including without limitation, the execution of appropriate deeds and other documents. ARTICLE VI. ADDITIONAL DEVELOPMENT GRANTS Section 6.1. Additional Development Grants, For and in consideration of the obligations of Developer as set forth herein, and as a necessary means of achieving the goals and objectives of the Urban Renewal Plan, the City agrees to consider providing Development with additional grant payment disbursements (the "Additional Development Grants") in connection with additional costs and expenses that may be certified to the City on Disbursement Requests. Disbursement Requests related to Additional Development Grants shall be submitted to the City as follows: a. The Developer shall not submit a Disbursement Request more than once per calendar month. The Developer may identify the Qualified Costs and Expenses for which it is seeking reimbursement, on a Disbursement Request for an Additional Development Grant. The last day that Developer may submit a Disbursement Request to the City for a Redevelopment Grant will be December 1,2035. 13 Proposed Execution Version b. Within thirty (30) days of the City's receipt of a Disbursement Request from Developer, the City shall have its engineer and/or other City staff review the documentation of costs submitted with the Disbursement Request to verify that the submitted costs and expenses are Qualified Costs and Expenses.If the City is satisfied that the submitted costs and expenses(i)have not been previously submitted by the Developer and (ii) are Qualified Costs and Expenses, then the City shall notify the Developer of the amount of the Additional Development Grant that the City intends to disburse to Developer, which amount shall not exceed the amount of costs submitted on the Disbursement Request that were verified by the City. c. The City's payment of an Additional Development Grant disbursement to Developer shall be subject to satisfaction of the following conditions precedent at the time of payment: i. Developer shall not be in default under the terms and provisions of this Agreement; ii. The City shall have identified adequate available funds in a City account that may be used for payment of the Additional Development Grant, and the City Council shall have taken formal action to approve the payment disbursement and the funding source from which payment is to be made; iii. There has not been a substantial change for the worse in the financial resources and ability of the Developer, or a substantial decrease in the financing commitments secured by the Developer for construction of the Minimum Improvements, which change(s)make it likely, in the reasonable judgment of the City,that the Developer will be unable to fulfill its covenants and obligations under this Agreement with respect to the Project; iv. The Developer has submitted to the City any supporting documentation requested by the City related to the Disbursement Request; and v, No liens have been filed against the Development Property, other than(i) a mechanic's lien for the costs or expenses that were identified on the Disbursement Request that triggered the payment. d. The Additional Development Grant disbursements shall be payable solely and only from City funds that the City Council authorizes and directs may be used to pay the particular disbursement, provided the funds are not allocated for another purpose and are legally permitted to be used for economic development purposes such as payment of the Additional Development Grant disbursement, as contemplated herein. e. Each Additional Development Grant disbursement is subject to appropriation by the City Council.The right of non-appropriation reserved to the City in this Section is intended by the parties, and shall be construed at all times, so as to ensure that the City's obligation to make future Additional Development Grant disbursements shall not constitute a legal indebtedness of 14 Proposed Execution Version the 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 to create, or result in the creation of, such a legal indebtedness of the 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 the 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. Section 6.2. Maximum Amount of Additional Development Grants. The aggregate amount of the Additional Development Grants disbursed to Developer shall not exceed the lesser of: (i)the sum of the Developer's certified costs that are verified by the City after being submitted on a Disbursement Request related to an Additional Development Grant, (ii) the Tax Increments available to be collected by the City between January 1, 2026 and the Termination Date (or the maximum date set by statute, if earlier than the Termination Date), or (iii) $20,000,000. The Developer may submit a written request to the City to increase the maximum aggregate amount payable as Additional Development Agreements if it is determined that the investment necessary for proper redevelopment of the site for highest and best land use exceeds these amounts. Upon the City's receipt of such a request, the City and Developer may enter into an amendment to this Agreement that provides for an increase in the amount payable as Additional Development Grants. ARTICLE VII. INDEMNIFICATION Section 7.1. Release and Indemnification Covenants. a. The Developer releases 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, or resulting from any defect in, the Development Property or the Minimum Improvements. b. Except for any willful misrepresentation or any willful or wanton misconduct or any unlawful act of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now or forever, and further agrees to hold the Indemnified Parties harmless, from any claim, demand, suit, action, or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from (i) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by the Developer against the City to enforce its rights under this Agreement), (ii)the acquisition and condition of the Development Property and the construction, installation, ownership, and operation of the Minimum Improvements; or (iii) any hazardous substance or environmental contamination located in or on the Development Property. 15 Proposed Execution Version c. The Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Developer or its officers,agents,servants,or employees or any other person who may be about the Minimum Improvements due to any act of negligence of any person, other than any act of negligence on the part of any such Indemnified Party or its officers, agents, servants,or employees. d. The provisions of this Article VII shall survive the termination of this Agreement. ARTICLE VIII. DEFAULT AND REMEDIES Section 8.1. Events of Default Defined. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement, any one or more of the following events: a. Failure by the Developer to complete Demolition, or the construction of the Minimum Improvements to be commenced and completed pursuant to the terms, conditions, and limitations of this Agreement; b. Transfer of any interest in this Agreement in violation of the provisions of this Agreement; c. Failure by the Developer to substantially observe or perform any covenant, condition, obligation, or agreement on its part to be observed or performed under this Agreement; d. Any representation or warranty made by the Developer in this Agreement,or made by the Developer in any written statement or certification furnished by the Developer pursuant to this Agreement (including, but not limited to, a Disbursement Request), shall prove to have been incorrect,incomplete, or misleading in any material respect on or as of the date of the issuance or making thereof; or e. The Developer shall: i. file any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended, or under any similar federal or state law; or ii. make an assignment for the benefit of its creditors;or iii. admit in writing its inability to pay its debts generally as they become due; or iv. be adjudicated bankrupt or insolvent; or if a petition or answer proposing the adjudication of Developer as 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 16 Proposed Execution Version filing thereof; or a receiver, trustee or liquidator of Developer or the Minimum Improvements, or part thereof, shall be appointed in any proceedings brought against Developer, and shall not be discharged within ninety (90) days after such appointment, or if Developer shall consent to or acquiesce in such appointment. Section 8.2. Remedies on Default. Whenever any Event of Default referred to in Section 8.1 of this Agreement occurs and is continuing, the City, as specified below, may take any one or more of the following actions after giving ninety(90) days' written notice to the Developer of the Event of Default, but only if the Event of Default has not been cured within said thirty (30)days, or if the Event of Default cannot reasonably be cured within ninety (90) days and the Developer does not provide assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible: a. The City may suspend its performance under this Agreement until it receives assurances from the Developer, deemed adequate by the City, that the Developer will cure its default and continue its performance under this Agreement; b. The City may terminate this Agreement; c. If the event of default is failure to complete the Minimum Improvements by the date set forth in Section 3.2(c), the City may seek to enforce the remedy provided for in Section 5.5 of this Agreement; and d. The City may take any action, including legal, equitable, or administrative action, which may appear necessary or desirable to enforce performance and observance of any obligation, agreement, or covenant of the Developer, as the case may be,under this Agreement. Section 8.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to any party is intended to be exclusive of any other available remedy or remedies, but each and every remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof; but any such right and power may be exercised from time to time and as often as may be deemed expedient. Section 8.4. No Implied Waiver. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by any other party,such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent,previous or subsequent breach hereunder. Section 8.5. Agreement to Pay Attorneys' Fees and Expenses. Whenever any Event of Default occurs and the City shall employ attorneys or incur other expenses in successful efforts to collect payments due or to become due or enforce performance or observance of any obligation or agreement on the part of the Developer herein contained, the Developer agrees that it shall, on 17 Proposed Execution Version demand therefor,pay to the City the reasonable fees of such attorneys and such other expenses as may be reasonably and appropriately incurred by the City in connection therewith. ARTICLE IX. MISCELLANEOUS Section 9.1. Conflict of Interest. The Developer represents and warrants that,to its best knowledge and belief after due inquiry, no officer or employee of the City or its designees or agents, nor any consultant or member of the governing body of the City, and no other public official of the City who exercises or has exercised any functions or responsibilities with respect to the Project during his or her tenure, or who is in a position to participate in a decision-making process or gain insider information with regard to the Project,has had or shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work or services to be performed in connection with the Project, or in any activity,or benefit therefrom,which is part of the Project at any time during or after such person's tenure. Section 9.2. Notices and Demands. A notice, demand or other communication under this Agreement by any party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, and a. In the case of the Developer, is addressed or delivered personally to Waterloo Crossroads Development, LLC at 1615 SW Main Street, Suite 207,Ankeny.Iowa 50023, Attn:BJ Stokesbary and Terry Lutz; and b. In the case of the City, is addressed to or delivered personally to the City of Waterloo at 715 Mulberry St., Waterloo,Iowa 50703, Attn: City Clerk; or to such other designated individual or officer or to such other address as any party shall have furnished to the other in writing in accordance herewith. Section 9.3. Titles of Articles and Sections. Any titles of the several parts, Articles,and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions, Section 9.4. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 9.5. Governing Law. This Agreement and any dispute arising out of or related to this Agreement shall be governed and interpreted in accordance with the laws of the State of Iowa without regard to conflicts of law principles that would require the application of law of another jurisdiction. The Iowa District Court for Black Hawk County shall have exclusive jurisdiction in all matters arising under this Agreement, and the Parties hereto expressly consent and submit to the personal jurisdiction of such court. 18 Proposed Execution Version Section 9.6. Entire Agreement. This Agreement and the exhibits hereto reflect the entire agreement between the parties regarding the subject matter hereof, and supersedes and replaces all prior agreements, negotiations or discussions, whether oral or written. This Agreement may not be amended except by a subsequent writing signed by all parties hereto. In the event of a conflict between the terms of this Agreement and any other agreement,whether written or verbal,regarding the Development Property and to which the Developer is a party, the terms and conditions of this Agreement shall control. Section 9.7. Successors and Assigns. This Agreement is intended to and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns; provided, however, that the Developer represents and agrees that, prior to the Termination Date, the Developer shall not assign its interests under this Agreement to any other party unless (i) the transferee partnership, corporation or individual assumes in writing all of the obligations of the Developer under this Agreement and (ii) the City consents thereto in writing in advance thereof, which consent shall not be unreasonably withheld.Notwithstanding the foregoing,the City agrees Developer may assign its interest in the Redevelopment Grants under this Agreement to a lender as security for financing related to the Minimum Improvements, provided Developer remains responsible for performance of all Developer's obligations hereunder. Section 9.8. Termination Date. This Agreement shall terminate and be of no further force or effect on and after December 1, 2040, unless the Agreement is terminated earlier by the other terms of this Agreement. Section 9.9. No Third-Party Beneficiaries. No rights or privileges of either party hereto shall inure to the benefit of any landowner, contractor, subcontractor, material supplier, or any other person or entity, and no such landowner, contractor, subcontractor, material supplier,or any other person or entity shall be deemed to be a third-party beneficiary of any of the provisions contained in this Agreement. IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its name and behalf by its Mayor and its seal to be hereunto duly affixed and attested by its City Clerk, and the Developer has caused this Agreement to be duly executed in its name and behalf all on or as of the day first above written. [Remainder of this page intentionally left blank. Signature pages to follow.] I Proposed Execution Version (SEAL) CITY OF WATERLOO,IOWA By: Dik0A.lc _ Quentin M. Hart,Mayor ATTEST: By: Kelley Fe e, City Clerk STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) On this f trt/ day ofThyfn belt-- , 2024, before me a Notary Public in and for said State,personally appeared Quentin M. 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 Municipality 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 Municipality, and that said instrument was signed and sealed on behalf of said Municipality 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 Municipality by it voluntarily executed, ov-'`!:',9 BRITNI C PERKINS z r COMMISSION NO. 845529 .A. 14/ ', * -- = * MY COMMISSION EXPIRES IOWA JANUARY 27,2026 N. 's s lie in a • fir t e tate of Iowa .1111# [Signature page to Agreement for Private Development—City of Waterloo, Iowa] 20 Proposed Execution Version WATERLOO CROSSROADS DEVELOPMENT, LLC, An Iowa limited liability company By: BJ tokesbary, :I, STATE OF IOWA ) ) SS COUNTY OF Po Lk ) This record acknowledged before me on Nov t S— , 2024 by BJ Stokesbary as the Manager of Waterloo Crossroads Development, LLC. p-e--/2/11 , Notary Public in and for the State of Iowa 0ALs, KLARISA HARTEMA o Commission Number 820331 ;; My Commission Expires /0W1k September 26.2025 [Signature page to Agreement for Private Development— Waterloo Crossroads Development, LLC] 21 Proposed Execution Version EXHIBIT A DEVELOPMENT PROPERTY The Development Property is described as consisting of all that certain parcel or parcels of land located in the City of Waterloo, County of Black Hawk, State of Iowa, more particularly described as follows: Lot 3 in Crossroads Plat No. 7, Waterloo,Black Hawk County,Iowa; And That part of the East Frl. 1/2 of Section 2, Township 88 North,Range 13 West of the 5th P.M., Black Hawk County,Iowa,described as follows: Commencing at the intersection of the Sw-ly right-of-way line of U.S. Highway No. 218 with the East line of said Section 2, said right-of-way line being 60 feet normally distant SW-ly from the center line of U.S. Highway No. 218; thence North 35°20' West, along said SW-ly right-of-way line, 494.43 feet; thence South 54°40 West,425 feet; thence South 35°20' East, 442.31 feet; thence SE-ly along a curve concave SW-ly having a radius of 470.96 feet, 103.57 feet to the point of beginning; thence South 54°40' West,321.21 feet; thence South 128.7 feet;thence South 54°40' West, 100 feet; thence South 23.14 feet; thence South 77°52'32"East, 342.92 feet; thence East 44.96 feet;thence North 285.45 feet; thence NW-ly along a curve concave SW-ly having a radios of 470.96 feet, 186.86 feet to the point of beginning; And Real property in the City of Waterloo, County of Black Hawk, State of Iowa, described as follows: Lots 1 and 2 in Crossroads Plat No. 7, Waterloo, Black Hawk County, Iowa. AND A part of the East Fractional One-half of Section 2,Township 88 North, Range 13 West of the Fifth Principal Meridian in the City of Waterloo, Iowa, bounded as follows: Commencing at the intersection of the southwesterly right-of-way line of U.S. Highway 218 with the east line of said Section 2, said right-of-way line being 60 feet normally distant southwesterly from the center line of U.S. Highway 218; thence North 35°20' West, along said southwesterly right-of-way line a distance of 494.43 feet;thence South 54°40'West, a distance of 425 feet to the point of beginning; thence North 35°20' West, a distance of 558,57 feet;thence westerly along a curve concave southerly,having a radius of 179.87 feet, a distance of 301.59 feet;thence South 48°36'West, a distance of 560.26 feet; thence South 35°20' East, a distance of 758.22 feet; thence North 54°40' East, a distance of 156 feet;thence South 35°20' East, a distance of 5.00 feet; thence North 54°40' East, a distance of 600 feet; thence North 35°20' West, a distance of 85 feet to the point of beginning. The southwesterly right-of-way line of U.S. Highway 218 is assumed to bear North 35°20' West, and said southwesterly right-of-way line intersects the east line of said Section 2 at a point 799.77 feet north of the southeast corner of the North One-half of the Southeast Quarter of said Section 2. Exhibit A-1 EXHIBIT B D::,EVELO :401:4144'S REDEVELOPMENT PLAN :{'4 :4� x �� �+� � t,.,,�ii�� ���.*„ �`F;� � �� � :::: :,,,,,,, .,Spa •� ,v 4 i 11111:'i, l'.t, ,,.1 gi, 1t h ass,ei° / 1 , i'i`111 i• /" 1 •� i i i =© 4 i o . �..• #, ff � O , , 1 'i i 1 1 `�r � — ►1 i i i ,$ 1 1 i 1 S `� — ,s��+ 4 1 1 1 / fi 1 1 i ; ,� . �� O �, 1 9 z ♦ 1 �, i 1111 '. _ y t * a. , s I p 9Rs 1 ' i 1 1 : 1�,1 — 4- „,4-,, . al 9' A,it.,0,it . s 4 z s 6 di,447 s/� ' , .. 8 s $y 4�** s '* i 3. ) p iit ' ''',:- f . ` fiat!. #4*,,�ii \ fit` �.. 1 , _ P' [See following pages for a copy of Developer's Redevelopment Plan for the Development Property. If subsequent versions of the Redevelopment Plan are mutually agreed to by the Developer and the City, the subsequently approved Redevelopment Plan shall replace the Redevelopment Plan initially attached as Exhibit B to the Agreement and the subsequently approved Redevelopment Plan shall be inserted as a new Exhibit B.] Exhibit B-1 Draft Version 10/31/24 EXHIBIT C DISBURSEMENT REQUEST Pursuant to that certain Agreement for Private Development entered into between the City of Waterloo,Iowa and Waterloo Crossroads Development. LLC(the"Developer"),the Developer hereby certifies to the City that: a. The costs and expenses shown on the invoices and receipts attached hereto were/are the actual expenses incurred by the Developer for the following components of the Project: b. None of the costs and expenses shown on the invoices and receipts attached hereto have previously been submitted by the Developer as part of a Disbursement Request. c. All ad valorem taxes on all portions of the Development Property,which owned by Developer or a successor to Developer,have been paid for the prior fiscal year(and for the current year, if due)and attached hereto is documentation evidencing proof of payment of said taxes. d. Developer has not sold or otherwise transferred ownership of any portion of the Development Property except to Buyers that have entered into minimum assessment agreements with the City for the"Planned Improvements"to be constructed on that portion of the Development Property, and excepting any transfers of portions of the Development Property that the City Council otherwise consented to in writing. e. No mortgage or lien has been filed against the Development Property, except as permitted by the terms of the Agreement for Private Development. f. This Disbursement Request is filed with the City to request the following type of incentive payment under the Agreement(select one): Redevelopment Grant Additional Development Grant [Signature page follows] Exhibit C-1 Draft Version 10/31/24 The undersigned representatives of Developer certifies under penalty of perjury and pursuant to the laws of the State of Iowa that the preceding is true and correct to the best of their knowledge and belief. WATERLOO CROSSROADS DEVELOPMENT,LLC By: Date: Print Name: Title/Its: STATE OF , COUNTY OF )) ss This record acknowledged before me on , 20 by as the of Waterloo Crossroads Development, LLC. Notary Public in and for said state Exhibit C-2 Draft Version 10/31/24 EXHIBIT D MINIMUM ASSESSMENT AGREEMENT - TEMPLATE THIS MINIMUM ASSESSMENT AGREEMENT ("Minimum Assessment Agreement" or `'Assessment Agreement") is dated as of , 20 , by and between the CITY OF WATERLOO, IOWA (the "City"), and ("Landowner"). WITNESSETH: WHEREAS. Landowner is under contract to purchase certain real property located in the City's Crossroads Waterloo Urban Renewal and Redevelopment Plan Area from Waterloo Crossroads Development. LLC,which real property is legally described as follows: [legal description] (the "Property"); and WHEREAS. the Landowner proposes to construct certain improvements on the Property (the "Planned Improvements"), as described in the preliminary plans and specifications for the Planned Improvements that were provided to the County Assessor contemporaneously with this Minimum Assessment Agreement; and WHEREAS,pursuant to Section 403.6(19)of the Code of Iowa, as amended, the City and Landowner desire to establish a minimum actual value for the Planned Improvements to be constructed on the Property. NOW, THEREFORE, the parties to this Minimum Assessment Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: 1. The Effective Date of this Minimum Assessment Agreement shall be the date that Landowner acquires title of the Property from Waterloo Crossroads Development. LLC (the "Closing Date"). Landowner and/or Waterloo Crossroads Development, LLC shall cause this Minimum Assessment Agreement to be promptly recorded. at their cost, on the Closing Date. Such recording shall constitute notice to any subsequent purchaser or encumbrancer of the Property (or part thereof), whether voluntary or involuntary, and this Minimum Assessment Agreement shall be binding and enforceable in its entirety against any such subsequent purchaser or encumbrancer, including the holder of any mortgage. Landowner shall secure written consent to this Minimum Assessment Agreement from all lienholders that will have a lien of record as of the Closing Date, which written consent will be in substantially in the form of the Lienholder Consent set forth herein, which consents will be attached hereto and made a part hereof. At the City's request, Landowner shall provide a title opinion or lien or title search/certificate to City listing all lienholders of record as of the date that this Assessment Agreement is recorded. Exhibit D-1 2. The Minimum Actual Value for the Planned Improvements and the Property shall be fixed for assessment purposes at not less than $ , before rollback, upon completion of the Planned Improvements, but no later than January 1, 20 . The Minimum Actual Value shall continue to be effective until the tenth December 31 St after the Minimum Actual Value is entered on the tax rolls(i.e.,December 31,20 )(the"Assessment Agreement Termination Date"). The Minimum Actual Value shall be maintained during such period regardless of: (a)any failure to complete the Planned Improvements;(b)destruction of all or any portion of the Planned Improvements; (c) diminution in value of the Property or the Planned Improvements; or (d) any other circumstance, whether known or unknown and whether now existing or hereafter occurring. 3. Landowner 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 Planned Improvements pursuant to the provisions of this Minimum Assessment Agreement. Such tax payments shall be made without regard to any loss, complete or partial, to the Property or the Planned Improvements,any interruption in,or discontinuance of,the use,occupancy,ownership, or operation of the Property or the Planned Improvements,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 Planned Improvements. 4. Landowner agrees that, prior to the Assessment Agreement Termination Date, 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 Planned Improvements determined by any tax official to be applicable to the Property, or raise the inapplicability or constitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; or b. seek any tax deferral or abatement, either presently or prospectively authorized under Iowa Code Chapter 403 or 404, or any other local or State law, of the taxation of real property, including improvements and fixtures thereon, contained in the Property or the Planned Improvements between the date of execution of this Agreement and the Assessment Termination Date; or c. request the Assessor to reduce the Minimum Actual Value; or d. appeal to the board of review of the County, State, District Court or to the Director of Revenue of the State to reduce the Minimum Actual Value; or e. cause a reduction in the actual value or the Minimum Actual Value through any other proceedings Exhibit D-2 5. This Minimum Assessment Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. 6. Nothing herein shall be deemed to waive the rights of Landowner under Iowa Code Section 403.6(19) 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 Landowner seek to reduce the actual value to an amount below the Minimum Actual Value established herein during the term of this Assessment Agreement. This Minimum Assessment Agreement may be amended or modified and any of its terms, covenants, representations, warranties or conditions waived, only by a written instrument executed by the parties hereto, or in the case of a waiver, by the party waiving compliance. 8. If any term, condition or provision of this Minimum Assessment Agreement is for any reason held to be illegal, invalid or inoperable, such illegality, invalidity or inoperability shall not affect the remainder hereof,which shall at the time be construed and enforced as if such illegal or invalid or inoperable portion were not contained herein. 9. The Minimum Actual Value herein established shall be of no further force and effect and this Minimum Assessment Agreement shall terminate on the Assessment Agreement Termination Date set forth in Section 2 above. [Signatures Start on Next Page] Exhibit D-3 (SEAL) CITY OF WATERLOO,IOWA By: Mayor Print Name: ATTEST: By: City Clerk Print Name: STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) On this day of ,20 , before me a Notary Public in and for said State, personally appeared and , 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 Municipality 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 Municipality, and that said instrument was signed and sealed on behalf of said Municipality 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 Municipality by it voluntarily executed. Notary Public in and for the State of Iowa [Signature page to Minimum Assessment Agreement— City of Waterloo, Iowa] Exhibit D-4 LANDOWNER: [insert appropriate signature block] STATE OF ) ) SS COUNTY OF ) This record acknowledged before me on , 20 by as the of Notary Public in and for said state [Signature page to Minimum Assessment Agreement—Landowner] Exhibit D-5 EXHIBIT D(Cont.) LIENHOLDER CONSENT In consideration of one dollar and other valuable consideration, the receipt of which is hereby acknowledged, and notwithstanding anything in any loan or security agreement to the contrary,the undersigned ratifies,approves, consents to and confirms the Minimum Assessment Agreement entered into between the parties,and agrees to be bound by its terms and subordinates any previously acquired mortgage, lien or other interest in the Property, This provision shall be binding on the parties and their respective successors and assigns, Name of Lienholder By: Date: Signature Print Name: Title!Its: STATE OF _ ) ) SS COUNTY OF ) This record acknowledged before me on , 20 by as the of Notary Public in and for said state [add additional pages for each lienholder] Note: If there are no lienholders,this page shall have no signatures, Exhibit D-6 EXHIBIT D (Cont.) CERTIFICATION OF BLACK HAWK COUNTY ASSESSOR The undersigned, having reviewed the plans and specifications for the Planned Improvements already constructed or to be constructed and the market value assigned to the land upon which the Planned Improvements are constructed, 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 the Planned Improvements and the Property shall be fixed for assessment purposes at not less than $ , before rollback, upon completion of the Planned Improvements, but no later than January 1, 20 , and such minimum value shall continue through the Assessment Agreement Termination Date. Assessor for the County of Black Hawk, Iowa Date STA 11 OF IOWA ) ) SS COUNTY OF BLACK HAWK ) Subscribed and sworn to before me by , Assessor for the County of Black Hawk, Iowa on this day of ,2024. Notary Public for the State of Iowa Exhibit D-7 EXHIBIT D (cont.) Consistent with Iowa Code §403.6(19)(b), filed with this assessor certification is a copy of subsection 19 as follows: 19,a.A municipality,upon entering into a development or redevelopment agreement pursuant to section 403.8,subsection 1,or as otherwise permitted in this chapter,may enter into a written assessment agreement with the developer of taxable property in the urban renewal area which establishes a minimum actual value of the land and completed improvements to be made on the land until a specified termination date which shall not be later than the date after which the tax increment will no longer be remitted to the municipality pursuant to section 403.19,subsection 2.The assessment agreement shall be presented to the appropriate assessor. The assessor shall review the plans and specifications for the improvements to be made and if the minimum actual value contained in the assessment agreement appears to be reasonable,the assessor shall execute the following certification upon the agreement: The undersigned assessor, being legally responsible for the assessment of the above described property upon completion of the improvements to be made on it,certifies that the actual value assigned to that land and improvements upon completion shall not be less than$ b. This assessment agreement with the certification of the assessor and a copy of this subsection shall be filed in the office of the county recorder of the county where the property is located.Upon completion of the improvements,the assessor shall value the property as required by law,except that the actual value shall not be less than the minimum actual value contained in the assessment agreement.This subsection does not prohibit the assessor from assigning a higher actual value to the property or prohibit the owner from seeking administrative or legal remedies to reduce the actual value assigned except that the actual value shall not be reduced below the minimum actual value contained in the assessment agreement,An assessor,county auditor,board of review,director of revenue,or court of this state shall not reduce or order the reduction of the actual value below the minimum actual value in the agreement during the term of the agreement regardless of the actual value which may result from the incomplete construction of improvements,destruction or diminution by any cause,insured or uninsured,except in the ease of acquisition or reacquisition of the property by a public entity. Recording of an assessment agreement complying with this subsection constitutes notice of the assessment agreement to a subsequent purchaser or encumbrancer of the land or any part of it,whether voluntary or involuntary, and is binding upon a subsequent purchaser or encumbrancer. Exhibit D-8