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HomeMy WebLinkAboutWDC Development Agreement - 2.17.2025Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50704 Phone (319) 234-5701 DEVELOPMENT AGREEMENT FebrThis uary Development Agreement (the "Agreement") is entered into as of 2025 by and between Waterloo Development Corporation (the "Company") and the City of Waterloo, Iowa (the "City"). RECITALS A. Company and City have an established history of collaborating on special, high -impact community development projects, often involving the acquisition and preparation of slum, blight or functionally obsolete properties, with such efforts concentrated primarily on the larger downtown Waterloo area, being a part of the Downtown Waterloo Urban Renewal and Redevelopment Area ("Urban Renewal Area"). B. In furtherance of the objectives of Chapter 403 of the Code of Iowa, as amended (the "Urban Renewal Act"), City is engaged in carrying out urban renewal project activities in the Urban Renewal Area. C. The parties desire to continue their joint efforts, on the terms set forth herein, with a significant objective of providing funding for Company's development of a portion of the Cedar Valley TechWorks campus depicted on Exhibit "A" attached hereto (the "Property") for the construction of a hard -court sports facility (the "Project") to benefit the City of Waterloo and surrounding communities. The Project will fulfill long-range plans to repurpose and develop the TechWorks campus from its former use as a heavy manufacturing site and is expected to stimulate significant economic activity for local benefit from sports tourism. D. City considers economic development within the City a benefit to the community and is willing for the overall good and welfare of the community to provide financial incentives so as to encourage that goal, and the City further believes that the Project is in the vital and best interests of the City and that the project and such incentives are in accordance with the public purposes and provisions of applicable State and local laws and requirements under which the project has been undertaken and is being assisted. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Company's Ancillary Activities. A. The parties acknowledge that, prior to the date of this Agreement, Company has acquired or has entered into contracts to acquire the following properties in Waterloo, Iowa (the "Company Properties"), at the value shown opposite each address: (1) 118 Sycamore Street (2) 128 Sycamore Street and parcel across the street (3) 100 Commercial Street (4) Parcel next to 100 Commercial Street (5) 315 E. 4th Street $275,000.00 $185,000.00 $210,000.00 $125,000.00 $400,000.00 B. The parties acknowledge that Company will hereafter pursue acquisition of other properties in Waterloo, Iowa about which the parties shall mutually agree. The value attributed to such future acquisitions is no less than $1,800,000.00. Company shall exercise commercially reasonable efforts to acquire such additional properties. C. The parties agree that the completed and anticipated property acquisitions set forth above have a total value of no less than $2,995,000.00. 2. Conveyances of Company Properties. With respect to each and any of the Company Properties and other properties described in paragraphs A or B of Section 1 above, Company shall convey same to City by general warranty deed, free and clear of all encumbrances arising by or through Company except: (a) easements, servitudes, conditions and restrictions of record; (b) general utility and right-of-way easements serving the property conveyed; and (c) restrictions imposed by the City zoning ordinances and other applicable law. Except as expressly set forth herein, Company conveys each of the Company Properties in its "AS IS" condition, makes no representation or warranty as to the condition of the Company Properties or their suitability for City's purposes, and hereby disclaims any such representations or warranties, express or implied, including but not limited to any warranties of merchantability or fitness for a particular purpose. City is responsible to conduct its own due diligence and inspections. City shall prepare, at its own expense, an updated abstract of title for each property for its review, which shall become City's property upon closing. Company shall provide any title documents it has in its possession, including any abstracts, to assist in title review. If title is unmarketable or subject to matters not acceptable to City, and if Company does not remedy or remove such objectionable 2 matters in timely fashion following written notice of such objections from City, then City may terminate this Agreement as to a given property, without further obligation, and shall return the abstract of title to Company. 3. Development of Company Properties. After City receives title to any of the Company Properties, City shall confer with Company in good faith before City issues or executes any request for proposals (RFP), request for qualifications (RFQ), letter of intent, term sheet, development agreement, or other solicitation, proposal or agreement concerning the development or use of any of the Company Properties. Company shall have the right to approve any such instrument, provided that Company's approval shall not be unreasonably withheld, conditioned or delayed. Nothing in this section is intended to impose a time table on City for development of the Company Properties, which shall occur on a mutually agreeable schedule to be determined by the parties hereafter. 4. Lease of Property. Subject to the terms hereof, at a date to be mutually agreed by the parties, City and Company shall enter into a long-term ground lease (the "Lease") of the Property with a term of ninety-nine (99) years, at a rental rate of $1.00 per year, and including such other terms and conditions to which the parties may agree. The Property shall be free and clear of all encumbrances arising by or through City except: (a) easements, servitudes, conditions and restrictions of record; (b) general utility and right-of-way easements serving the Property; and (c) restrictions imposed by the City zoning ordinances and other applicable law. City shall have no duty to convey title to Company until Company delivers to City reasonable and satisfactory proof of financial ability to undertake and carry on the Improvements (defined below), which may take the form of a lending commitment letter. City shall, at its own expense, prepare an updated abstract of title, or in lieu thereof Company may, at its own expense, obtain whatever form of title evidence it desires. If title is unmarketable or subject to matters not acceptable to Company, and if City does not remedy or remove such objectionable matters in timely fashion following written notice of such objections from Company, Company may terminate this Agreement without further obligation and return the abstract of title to City. 5. Property Condition. Except as expressly set forth herein, City sells the Property "AS IS," makes no representation or warranty as to the condition of the Property or its suitability for Company's purposes, and hereby disclaims any such representations or warranties, express or implied, including but not limited to any warranties of merchantability or fitness for a particular purpose. Company is responsible to conduct its own due diligence and inspections. Exhibit "B," Exhibit "C" and Exhibit "D" attached hereto is each hereby incorporated herein as representations of City with respect to the Property and shall be attached to the Lease as exhibits. Company may, at Company's expense, have the Property inspected further for the existence of any hazardous materials, substances, or wastes, and may have further Phase I or Phase II environmental assessment or study completed. City shall cooperate in providing reasonable access to Company's inspectors and engineers. City shall provide to Company a copy of any report or information in City's possession with respect to environmental assessment, investigation, testing or remediation. If 3 hazardous materials, substances, or wastes are discovered on the Property, Company's obligation hereunder shall, unless waived by Company, be contingent upon the removal of such materials, substances, conditions or wastes or other resolution of the matter reasonably satisfactory to Company. However, in the event City is required to expend any sum in excess of $10,000 to remove any hazardous materials, substances, conditions or wastes before Company commences construction, City shall have the option to cancel this Agreement and declare it null and void. The expense of any action necessary to remove or otherwise make safe any hazardous material, substances, conditions or waste shall be paid by City, subject to City's right to cancel this transaction as provided above. 6. Project Improvements. Company shall construct a sports facility of a size and scope described in the plans that have been submitted to the City and/or as may be further developed hereafter (the "Plans"), as well as related landscaping, storm water detention, paving, signage and parking improvements (collectively, the "Improvements"), all such features to be constructed in accordance with the Plans. Company agrees that the Improvements shall be constructed in accordance with the terms of this Agreement, the urban renewal plan applicable to the Property, and all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. Company will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Improvements may be lawfully constructed. The Property, the Improvements, and all site preparation and development -related work to make any of the Property usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project." The Project shall be constructed on a schedule to be agreed by the parties hereafter. 7. Construction Plans. Company agrees that the scope and scale of the Improvements to be constructed shall not be significantly less than the scope and scale of such improvements as detailed and outlined in the Plans. If any material modification in the scope, scale or nature of the Plans is proposed, Company shall submit modified Plans (the "Modified Plans") to the City for review. Modified Plans shall be subject to approval by the City as provided in this Section. City shall approve the modified Plans in writing if: (a) the Modified Plans conform to the terms and conditions of this Agreement; (b) the Modified Plans conform to the terms and conditions of the urban renewal plan; (c) the Modified Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations and City permit and design review requirements; (d) the Modified Plans are adequate for purposes of this Agreement to provide for the construction of the Improvements, and (e) no Event of Default under the terms of this Agreement has occurred; provided, however, that any such approval of the Plans or Modified Plans pursuant to this Section shall constitute approval for the purposes of this Agreement only and shall not be deemed to constitute approval or waiver by the City with respect to any building, fire, zoning or other ordinances or regulations of the City, and shall not be deemed to be sufficient plans to serve as the basis for the issuance of a building permit if the Plans or Modified Plans are not as 4 detailed or complete as the plans otherwise required for the issuance of a building permit. The Plans or Modified Plans must be rejected in writing by City within thirty (30) days of submission or shall be deemed to have been approved by the City If City rejects the Plans or Modified Plans in whole or in part, Company shall submit new or corrected Plans or Modified Plans within thirty (30) days after receipt by Company of written notification of the rejection, accomplished by a written statement of the City specifying the respects in which Company's Plans or Modified Plans fail to conform to the requirements of this Section. The provisions of this Section relating to approval, rejection and resubmission of corrected Plans or Modified Plans shall continue to apply until they have been approved by the City; provided, however, that in any event Company shall submit Plans or Modified Plans which are approved by City prior to commencement of construction of additional or modified Improvements. Approval of the Plans or Modified Plans by the City shall not relieve Company of any obligation to comply with the terms and provisions of this Agreement or the provision of applicable federal state and local laws, ordinances and regulations, nor shall approval of the Plans or Modified Plans by City be deemed to constitute a waiver of any Event of Default. Approval of Plans or Modified Plans hereunder is solely for purposes of this Agreement and shall not constitute approval for any other City purpose nor subject the City to any liability for the Improvements as constructed. 8. Utilities. Company will be responsible for extending water, sewer, telephone, telecommunications, electricity, gas and other utility services to any location on the Property. Company will be responsible for payment of any associated connection fees other than water connection fees, which will be paid by City. 9. Additional Covenants of Company. In addition to the other promises, covenants and agreements of Company as provided elsewhere in this Agreement, Company agrees as follows: A. Company agrees to maintain the following insurance coverages, as applicable, during construction of the Improvements: builder's risk, property damage and liability insurance coverages with respect to the Improvements in such amounts as are customarily carried by like organizations engaged in activities of comparable size and liability exposure, and shall provide evidence of such coverages to the City upon request. B. Until the Improvements are substantially completed, Company shall make such reports to City, in such detail and at such times as may be reasonably requested by City, as to the actual progress of Company with respect to construction of the Improvements. C. Company will cooperate fully with the City in resolution of any traffic, parking trash removal or public safety problems which may arise in connection with the construction and operation of the Improvements. 5 D. Company will comply with all applicable land development laws and City and county ordinances, and all laws, rules and regulations relating to its businesses, other than laws, rules and regulations where the failure to comply with the same or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property operations, or condition financial or otherwise, of Company. 10. City Incentives. As compensation to Company for assembling the properties described in paragraphs A and B of Section 1 above, and to provide cost support to facilitate Company's construction of the Improvements, City agrees to make the following grant payments to Company: $2,000,000.00 no later than May 1, 2025 $1,000,000.00 no later than May 1, 2026 $1,000,000.00 no later than May 1, 2027 11. Representations and Warranties of City. City hereby represents and warrants as follows: A. City is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or Judgment. B. Each person who executes and delivers this Agreement and all documents to be delivered hereunder is and shall be authorized to do so on behalf of City. 12. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. Company is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Company is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good standing under the laws of the State of Iowa. C. Company has full right, title, and authority to execute and perform this Agreement and to consummate all of the transactions contemplated herein, and each person who executes and delivers this Agreement and all documents to be delivered to City hereunder is and shall be authorized to do so on behalf of Company. D. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in 6 conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization or bylaws of Company or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Company is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. E. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement is in full force and effect and is a valid and legally binding instrument of Company that is enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. F. There are no actions, suits or proceedings pending or threatened against or affecting Company in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Company or which in any manner raises any questions affecting the validity of the Agreement or Company's ability to perform its obligations under this Agreement. 13. Indemnification and Releases. A. Company hereby releases City, its elected officials, officers, employees, and agents (collectively, the 'indemnified parties') from, covenants and agrees that the indemnified parties shall not be liable for, and agrees to indemnify, defend and hold harmless the indemnified parties against, any loss or damage to property or any injury to or death of any person occurring at or about the Property, unless arising from the negligent acts or omissions or willful misconduct of an indemnified party. The indemnified parties shall not be liable for any damage or injury to the persons or property of Company or its directors, officers, employees, contractors or agents or any other person who may be about the Property or the Improvements, due to any act of negligence or willful misconduct of any person other than any act of negligence or willful misconduct on the part of any such indemnified party or its officers, employees or agents B. Except for any willful misrepresentation, any willful misconduct, or any unlawful act of the indemnified parties, Company agrees to protect and defend the indemnified parties now or forever, and further agrees to hold the indemnified parties harmless, from any claim, demand, suit, action or other proceedings or any type or nature whatsoever by any person or entity whatsoever that arises or purportedly arises from (1) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by Company against the City to enforce its rights under this Agreement), or (2) the construction, installation, ownership and operation of the Improvements, or (3) any hazardous substance or environmental contamination located in or on the Property, but only to the extent such liability has not been previously transferred to and accepted by the City in writing. 7 C. The provisions of this Section shall survive the expiration or termination of this Agreement. 14. Obligations Contingent. Each and every obligation of City under this Agreement is expressly made subject to and contingent upon City's completion of all procedures, hearings and approvals deemed necessary by City or its legal counsel for amendment of the urban renewal plan applicable to the Property and/or project area, all of which must be completed within 180 days from the date this Agreement is approved by the City council. If such completion does not occur, then any conveyance, benefit or incentive of any type provided by City hereunder within said 180-day period is subject to reverter of title, revocation, repayment or other appropriate action to restore such property, benefit or incentive to City, and Company agrees to cooperate diligently and in good faith with any reasonable request by City to effectuate the restoration of same, or failing such restoration Company agrees to be liable for same or for the fair value thereof, plus interest on any sums owing at the rate of 5% per annum commencing with the date of demand for payment, if said payment is not remitted to City within 30 days. 15. No Assignment or Conveyance. Company agrees that it will not sell, convey assign or otherwise transfer its interest in the Property prior to completion of the Project whether in whole or in part, to any other person or entity without the prior written consent of City. Reasonable grounds for the City to withhold its consent shall include but are not limited to the inability of the proposed transferee to demonstrate to the City s satisfaction that it has the financial ability to observe all of the terms to be performed by Company under this Agreement. Nothing in this Section shall be deemed as a restriction on Company's ability to mortgage the Property if necessary for construction financing or later conversion of same to permanent financing. 16. Default. The following shall be "Events of Default" under this Agreement, and the term "Event of Default' shall mean any one or more of the following events that continues beyond any applicable cure periods: A. Failure by Company to cause the construction of the Improvements to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement; B. Transfer by Company of any interest (either directly or indirectly) in the Improvements, any part of the Property, or this Agreement, without the prior written consent of City in violation of the terms of this Agreement; C. Failure by any party hereto to substantially observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement; D. Company (1) files any petition in bankruptcy or for any reorganization, arrangement composition, readjustment, liquidation, dissolution, or similar relief under the federal bankruptcy law or any similar state law; (2) 8 makes an assignment for the benefit of its creditors (3) admits in writing its inability to pay its debts generally as they become due; (4) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of Company as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of Company, or part thereof, shall be appointed in any proceedings brought against Company and shall not be discharged within ninety (90) days after such appointment, or if Company shall consent to or acquiesce in such appointment; or (5) defaults under any mortgage applicable to any of Property. E Any representation or warranty made by Company in this Agreement, or made by Company in any written statement or certificate furnished by Company pursuant to this Agreement, shall prove to have been incorrect, incomplete or misleading in any material respect on or as of the date of the issuance or making thereof. 17. Remedies. A. Default by Company. Whenever any Event of Default in respect of Company occurs and is continuing, the City may terminate this Agreement. Before exercising such remedy, City shall give 30 days' written notice to Company of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or the Event of Default cannot reasonably be cured within 30 days and Company shall not have provided assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible. B. Default by City. Whenever any Event of Default in respect of City occurs and is continuing, Company may take such action against City to require it to specifically perform its obligations hereunder Before exercising such remedy, Company shall give 30 days' written notice to City of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or if the Event of Default cannot reasonably be cured within 30 days and City shall not have provided assurances reasonably satisfactory to the Company that the Event of Default will be cured as soon as reasonably possible C. Remedies under this Agreement shall be cumulative and in addition to any other right or remedy given under this Agreement or existing at law or in equity or by statute. Waiver as to any particular default, or delay or omission in exercising any right or power accruing upon any default, shall not be construed as a waiver of any other or any subsequent default and shall not impair any such right or power. 18. Materiality of Company's Promises, Covenants, Representations, and Warranties. Each and every promise, covenant, representation, and warranty set forth in this Agreement on the part of Company to be performed is a material term of this Agreement, and each and every such promise, covenant, representation, and warranty constitutes a material inducement for City to enter this Agreement. Company acknowledges that without such promises, covenants, representations, and warranties, City would not have entered this Agreement. Upon breach of any promise or covenant, or in the event of the incorrectness or falsity of any representation or warranty, City may, at its sole option and in addition to any other right or remedy available to it, terminate this Agreement and declare it null and void 19. Performance by City. Company acknowledges and agrees that all of the obligations of City under this Agreement shall be subject to, and performed by City in accordance with, all applicable statutory, common law or constitutional provisions and procedures consistent with City's lawful authority. All covenants, stipulations, promises, agreements and obligations of City contained in this Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of City and not of any governing body member, officer, employee or agent of City in the individual capacity of such person. 20. No Third -Party Beneficiaries. No rights or privileges of any party hereto shall inure to the benefit of any contractor subcontractor, material supplier, or any other person or entity, and no such contractor, subcontractor, material supplier, or other person or entity shall be deemed to be a third -party beneficiary of any of the provisions of this Agreement. 21. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight air courier service, by United States registered or certified mad postage prepaid, or by facsimile (with an additional copy delivered by one of the foregoing means), and addressed: (a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, facsimile number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. (b) if to Company, at 360 Westfield Avenue, Suite 300, Waterloo, Iowa 50701, Attention: Executive Director. Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, (ui) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid, or (iv) when transmitted by facsimile so long as the sender obtains written electronic confirmation from the sending facsimile machine that such transmission was successful. A party may change the address for giving notice by any method set forth in this Section. 10 22. No Joint Venture. Nothing in this Agreement shall, or shall be deemed or construed to, create or constitute any joint venture, partnership, agency, employment, or any other relationship between the City and Company nor to create any liability for one party with respect to the liabilities or obligations of the other party or any other person. 23. Amendment, Modification, and Waiver. No amendment, modification, or waiver of any condition, provision or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound or by the duly authorized representative of same, and specifying with particularity the extent and nature of the amendment, modification or waiver. Any waiver by any party of any default by another party shall not affect or impair any rights arising from any subsequent default. 24. Severability; Reformation. Each provision, section sentence, clause, phrase, and word of this Agreement is intended to be severable. If any portion of this Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the offending provision or part thereof shall be deemed severed from this Agreement and the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any portion of this Agreement is invalid or unenforceable as written, but that by limiting such provision or portion thereof it would become valid and enforceable, then such provision or portion thereof shall be deemed to be written, and shall be construed and enforced, as so limited. 25. Captions. All captions, headings, or titles in the paragraphs or sections of this Agreement are inserted only as a matter of convenience and/or reference, and they shall in no way be construed as limiting, extending, or describing either the scope or intent of this Agreement or of any provisions hereof. 26. Interpretation. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that the parties hereto and their respective attorneys have contributed substantially and materially to the preparation of each and every provision of this Agreement. 27. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 28. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 29. Entire Agreement. This Agreement, together with the exhibits attached hereto, constitutes the entire agreement of the parties and supersedes all prior or contemporaneous negotiations, discussions, understandings, or agreements, whether oral or written, with respect to the subject matter hereof. 11 30. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement by their duly authorized representatives as of the date first set forth above. [signatures on next page] 12 CITY OF WATERLOO, IOWA By: Quertiuz 9-(art Quentin M. Hart, Mayor Attest: OIARAV.Y SIGNED �eOEey EeCcfi[e SIBNEU Kelley Felchle, City Clerk 13 WAT DEVELOPMENT. C Title: EXHIBIT A' Property Depiction See attached. Legal description will be provided when the Property has been surveyed. EXHIBIT "B" Environmental Matters B-1. Seller Representations. Seller states that it has provided the environmental reports, agreements, orders documents and records associated with the Property listed on Exhibit "C" attached hereto (the "Environmental Records"). Seller makes no representation or warranty regarding the accuracy or completeness of any Environmental Record prepared by third parties. Except as disclosed in the Environmental Records or Section B-2 below, to Seller's knowledge, formed without additional inquiry beyond the Environmental Records, the Property is not contaminated with, nor threatened with contamination from outside sources by, any chemical, material or substance to which exposure is prohibited, limited or regulated by any federal, state, county, local or regional authority having jurisdiction over the Property and that Seller has not used the Property as a landfill or dumpsite, or for storage of hazardous substances, or has not otherwise done anything to contaminate the Property with hazardous wastes or substances. Except as disclosed in the Environment Records or Section B-2, to Seller's knowledge, formed without additional inquiry beyond the Environmental Records, the Property is not subject to any local, state or federal judicial or administrative action, investigation or order, as the case may be, regarding wells or underground storage tanks, solid waste disposal sites, or hazardous wastes or substances. The representations and warranties provided in this Section B-1 shall survive the delivery of the Deed. In addition, concurrently with delivery of the Deed, Seller shall transfer, convey, deliver and assign to Buyer of all Seller's right, title and interest in and to any and all indemnity and hold harmless agreements and other like agreements between Seller and any third -party pertaining to any environmental matters or issues pertaining to the Property, to the full extent that such agreements are assignable by Seller. B-2. Environmental Conditions. B-2.I. Pre-existing Environmental Conditions. Buyer acknowledges that prior to the purchase of the Property by Sellei, the Property had been utilized as a heavy manufacturing facility for almost a century. Environmental conditions upon the Property are partially described in the Environmental Records, and include but are not limited to the presence of polyaromatic hydrocarbons in fill material throughout the Property, the possible presence of used oil and petroleum products, and the possible presence of abandoned underground storage tanks. B-2.2. RCRA Permit. The Property is subject to a US Environmental Protection Agency ("USEPA") Permit for a Hazardous Waste Management Facility (the "RCRA Permit") and to a Declaration of Environmental Covenants (the "Covenants"). The management of existing environmental conditions on the Property may include the implementation of institutional controls and engineered barriers as reasonably necessary to protect human health, safety and welfare. Buyer shall be responsible for the performance of the conditions of the RCRA Permit and Covenants and for maintaining and protecting institutional controls and/or engineered barriers as required by the RCRA Permit and Covenants to the extent that said conditions, institutional controls, and/or engineered barriers relate to the Condo Units and such implementation, compliance, and/or maintenance is reasonably within the control of Buyer. Buyer shall maintain records of any activities relating to the movement or displacement of soil or groundwater done by it or on its behalf, including but not limited to removal, replacement, fill or disposal. Buyer shall maintain a file of all records regarding environmental matters or improvements to the Property. Such records shall be readily available for review upon request by Seller, Deere and Company ("Deere"), USEPA and/or Iowa Department of Natural Resources ("IDNR"). Seller shall be permitted to copy and retain copies of any such records, in its sole discretion. Buyer shall maintain all records relating to environmental matters on the Property for a period of five (5) years after expiration or termination of any restrictive covenant and/or condition of remediation imposed by USEPA or IDNR. Seller agrees to release Buyer of obligations required by the RCRA Permit and the Covenants if Buyer obtains its own RCRA Permit and both USEPA and IDNR release Seller and Deere of its obligations relating to the property covered by the new RCRA Permit of Buyer. The agreements and covenants contained in this Section B-2.2 shall survive the delivery of the Deed. As a condition to delivery of the Deed, Buyer will execute and deliver to Seller the Acknowledgement and Acceptance of Environmental Covenants attached to the Purchase Agreement as Exhibit "D." 2 EXHIBIT "C" Environmental Records The following constitute the "Environmental Records": 1. Declaration of Environmental Covenants recorded in Black Hawk County, Iowa on or about November 13, 2006 as Document No. 2007-10811 2. United States Environmental Protection Agency Permit for a Hazardous Waste Management Facility. Permittee: Deere & Company. Facility Identification Number: IAD005289806 (the RCRA Permit) 3. Letter from USEPA to James Kalina and Fredrick Van Schepen Re: Environmental Issues Relative to Construction Activities at the John Deere Waterloo Works Facility, EPA I.D. No. IAD005289806 (dated November 3,2006) 4. Letter from USEPA to James Kalina Re: Final RCRA Hazardous Waste Management Permit and Response to Comments Final Remedy Decision for SWMU I9A and Southeast AOC 1 and Response to Comments for John Deere Waterloo Works Facility, 400 Westfield Avenue, Waterloo Iowa, EPA RCRA ID No. IAD005289806 (dated October 24, 2006) 5. Letter from Weston Solutions, Inc. to USEPA Re: Addendum No. 2, Subsurface Vapor Intrusion Pathway Evaluation, Technical Memorandum, SWMU I9A and Southeast AOC-1, Cedar Valley TechWorks Facility, Waterloo, Iowa (dated November 21, 2006) 6. Focused Corrective Measures Study Report, Solid Waste Management Unit I9A, John Deere Waterloo Works, Waterloo, Iowa. Prepared by Weston Solution, Inc. (dated May 2006) 7. Revised Technical Memorandum, Human Health Risk Evaluation for the Cedar Valley TechWorks Facility. Prepared by Weston Solutions, Inc. (dated April 2006) 8. Letter from Weston Solutions, Inc. to USEPA Re: Addendum No. 1, Revised Technical Memorandum, Human Health Risk Evaluation for the Cedar Valley TechWorks Facility, Waterloo, Iowa (dated November 16, 2006) 9. Focused Corrective Measures Study Report, Solid Waste Management Unit 19A, John Deere Waterloo Works, Waterloo, Iowa (Revision 2). Prepared by Weston Solutions, Inc. (dated June 2006) 10. Indoor Air Assessment, John Deere Waterloo Works Area of Contamination -A, Waterloo, Iowa (Revision 0). Prepared by Weston Solutions, Inc. (dated June 16, 2008) 11. Letter from USEPA to James Kalina Re: EPA I.D. No. IAD005289806 (approving Focused Corrective Measures Study Report, Solid Waste Management Unit 19A, John Deere Waterloo Works, Waterloo, Iowa (Revision 2). (dated July 3, 2006) 12. USEPA Memorandum from Jeremy Johnson to Randy Rohrman Re: Revised Technical Memorandum Human Health Risk Evaluation for the Cedar Valley Techworks Facility, John Deere Waterloo Works, Waterloo, Iowa (dated May 15, 2006) 13. USEPA Fact Sheet Re: Proposed Hazardous Waste Permit Renewal and Proposed Cleanup Plan Released for Public Comment, John Deere Waterloo Works, Waterloo, Iowa (dated July 2006) 14. Letter from Weston Solutions, Inc. to USEPA Re: Addendum to Corrective Measures Implementation Work Plan, SWMU 19A and Southeast AOC-1 — Revision 1, March 2008, John Deere Museum and TechWorks Campus Development, Blackhawk County — Waterloo, Iowa (dated October 25, 2012) 15. Letter from USEPA to Joseph Ruiz Re: EPA Review of Revised Addendum to Corrective Measures Implementation Work Plan — SWMU 19A and Southeast AOC-1, John Deere Waterloo Works, Waterloo, Iowa, EPA I.D. No. IAD005289806 (date January 29, 2013) 16. Letter from Weston Solutions, Inc. to USEPA Re: Addendum to Corrective Measures Implementation Work Plan - Revised, SWMU 19A and Southeast AOC-1 — Revision I, March 2008, John Deere Museum and TechWorks Campus Development, Blackhawk County — Waterloo, Iowa (dated December 21, 2012) 17. Pre -Renovation Asbestos, Lead -Based Paint and Hazardous Materials Assessment Report. Prepared by ATC Associates (dated August 10, 2012) 18. Letter from Cardno ATC to Jennifer Kakert Re: Follow-up Asbestos Containing Building Materials, Lead - Based Paint, and Hazardous Materials Re -Surveys (dated November 12, 2015) 19. Letter from ATC Associates Inc. to Bryce Henderson Re: Pre -Renovation Abatement Cost Es males (dated August 10, 2012) 20. Corrective Measures Implementation Work Plan & Construction Quality Assurance Plan, SWMU 19A and Southeast AOC 1, John Deere Waterloo Works, Waterloo, Iowa, Facility ID No.: IAD005289806. Prepared by Weston Solutions, Inc. (dated May 2007) 21. Site Specific Health and Safety Plan, Special Provisions for Construction at Former John Deere RCRA Facility. Prepared by Weston Solutions, Inc. (dated May 2007) 22. Non -Destructive Asbestos and Hazardous Material Survey Report. Prepared by Liesch Companies (dated August 2005) 23. John Deere Cedar Valley TechWorks Limited Site Investigation Work Plan. Prepared by Terracon (dated September 28, 2006) 24. Phase 1 Environmental Site Assessment, John Deere Waterloo Cedar Valley TechWorks. Prepared by Terracon (dated November 6, 2006) 25. Corrective Measures Implementation Report SWMU I9A and Southeast AOC I, John Deere Museum and TechWorks Campus Development, Blackhawk County — Waterloo, Iowa. Prepared by Weston Solutions, Inc. (dated November 2015) 26. Asbestos and Hazardous Materials Survey Report. Prepared by Liesch Companies (dated October 2005) 27. Non -Destructive Asbestos and Hazardous Materials Survey Report. Prepared by Liesch Companies (dated October 2005) 28. Phase I Environmental Site Assessment, John Deere Waterloo Cedar Valley TechWorks. Prepared by Terracon (dated November 8, 2006) 29. Environmental Covenant recorded in Black Hawk County, Iowa on or about April 25, 2023 as Document No. 2023-14277 2 EXHIBIT "D" Assignin ent and Assumption of Envii'onin ental Conditions This Acknowlcdgeinent and Acceptance of Environmental Covenants is entered into as of , by and between City of Waterloo, Iowa ("City") and Waterloo Development Corp. ("WDC"). WHEREAS, a Declaration of Environmental Covenants was filed in the office of the Recorder of Black Hawk County, Iowa on or about November 13, 2006 and recorded as Doc. No. 2007-10811, and an additional Environmental Covenant was filed in said office on or about and recorded as Doc. Na. (colleetively, the "Environmental Covenants") ; and WHEREAS, City desires to take title to a portion of the Facility (as described in the Enviroiimental Covenants) and to undertake responsibility for compliance with the Envirortmental Covenants. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, patties agree as fellows; 1. City Acknowledgement and Acceptance of Environmental Covenants. City hereby acknowledges receipt of a copy of the Environmental Covenants and agrees to comply with and perform all obligations thereunder as if the Grantor. City agrees to require any subsequent transferee of the Facility, or any portion thereof, to accept and comply with terms of the Environmental Covenants as p i'ov Id ed here i n and therein. 2. general. This Acknowledgement and Acceptance of environmental Covenants is entered into pui'suant to the terms of the Development Agreement by and between City and WDC dated , 2025. Capitalised terms used herein but not otherwise defined shall have the meaning set forth in said Ag1eement and/or the Environmental covenants. IN WITNESS WHEREOF, the parties have entered into this Assignment and Assumption of Environmental Conditions by their duly authorized representatives as of the date first set forth above. WA IODIVELOPMENT CORP. CITY OF WATERLOO, IOWA B Title: SIGNED By: Quent.in Hart, Mayor Attest: K1Y Fe(cIife Kelley Felchle, City Clerk