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HomeMy WebLinkAboutCouncil Packet - 10/20/2025CITY OF �4iLTERLOO IOWA THECITY COUNCIL OF WATERLOO, IOWA REGULAR SESSION TO BE HELD AT Harold E. Getty Council Chambers Monday, October 20, 2025 5:30 PM CITY OF WATERLOO COMMUNITY VISION PLAN 1. Fly the W: To develop a sense of pride and relationship between residents and the City of Waterloo, and then leverage that pride to communicate the City's attributes to external audiences. 2. Elevate Housing: Redevelop, renovate, or improve 800 residences in Waterloo in eight years by providing access to capital. 3. Celebrate and Connect Neighborhoods: To leverage Waterloo's rich tradition of neighborhoods by celebrating and connecting them with the community and region at large. 4. Waterloo Works: Grow a diverse and skilled workforce in Waterloo that connects people and employers for mutual growth. 5. Crossroads Doubledown: Re -energize the Crossroads Mall area into a sports/recreation-themed gravitational center. 6. Power Up Downtown: Keep Waterloo's core downtown evolving to meet the needs of future generations, supporting and showcasing arts and cultural opportunities and creating an experience like no other. 7. Sportstown USA: To generate excitement, develop youth, and drive investment and economic impact from year-round visitors. 8. Community of Opportunity: Eliminate barriers that keep Waterloo residents, and the community as a whole, from reaching its true potential, creating an equitable, thriving, and sustainable community for future generations. Waterloo is a Community of Opportunity, where everyone can prosper. GENERAL RULES FOR PUBLIC PARTICIPATION REGULAR SESSION AGENDA A. Iowa Code Chapter 21 gives the public the right to attend council meetings, but it does not require cities to allow public participation except during public hearings. The public is required to follow the rules listed in this article when speaking during any meeting of the city council. B. At the presiding officer's discretion, individuals may address the presiding officer by stepping to the podium, and after recognition by the presiding officer, shall state their Page 1 of 551 name, address, and group affiliation, if appropriate, and speak clearly into the microphone. C. Comments shall be germane and refrain from personal, impertinent, or slanderous remarks. D. Cell phones and electronic devices shall be set to silent prior to the start of the meeting. RULES FOR PUBLIC COMMENT SECTION OF THE AGENDA A. Individuals shall speak one (1) time on only one (1) issue for a maximum of three (3) minutes During the public comment section of the agenda. The public shall not be required to pre -register to speak during public comment. Individuals shall only speak on matters not listed on the regular agenda for that date. Any matter presented shall be directed to the presiding officer and addressed, if necessary, after the meeting. B. Council members may speak during public comment portion of the agenda after the public has finished speaking C. City staff shall not be required to provide an immediate answer to a matter presented during a council meeting unless it specifically pertains to an item on the agenda RULES FOR PUBLIC COMMENT DURING PUBLIC HEARINGS Individuals may speak during the public comment portion of a scheduled public hearing for a maximum of three (3) minutes or may submit written comments to the city clerk by four o'clock (4:00) P.M. on the day of the public hearing. Groups of citizens with similar viewpoints are encouraged to select a representative to share the viewpoint of the group. RULES FOR PUBLIC COMMENT DURING AGENDA ITEMS At the discretion of the presiding officer, individuals may speak for a maximum of three (3) minutes when the council discusses agenda items. This section does not apply to businesses or parties directly involved in agenda items. Roll Call. Prayer or Moment of Silence. Pledge of Allegiance, Rob Nichols, At -Large Council Member. Approval of Agenda as proposed or amended. Approval of Minutes of the October 6, 2025, Regular Council and Work Session as proposed or amended. PUBLIC COMMENTS Iowa Code Chapter 21 gives the public the right to attend council meetings but it does not require cities to allow public participation except during public hearings. The City of Waterloo encourages the public to participate during the Oral Presentations by following the rules listed on the front of the agenda. CONSENT AGENDA Page 2 of 551 The consent agenda is reserved for routine resolutions and motions, acted upon by roll call vote on a single motion without discussion. Council shall either vote yea or nay when the roll is called. Council members may request that an item be removed from the consent agenda and considered separately. Such a request does not require a second. The public shall be prohibited from requesting that items listed on the consent agenda be removed and considered separately. The public may contact council members with questions regarding consent agenda items. 1-4A-16(A)(8). 1. Bills Payment, Finance Committee Invoice Summary Report, a copy of which is on file in the office of the City Clerk. 2. Resolution approving the request of Star Equipment, Ltd, for a waiver for a concrete driveway, located at 2625 W. Airline Highway, with the elimination of the sidewalk section due to inability to meet grade requirements. 3. Resolution approving the request by James Duncan, for tax exemptions on the construction of a new single-family house valued at $300,000.00, for property located at 129 Axlewood Drive, and located in the Consolidated Urban Revitalization Area (CURA). 4. Resolution approving the request by Troy Seemann, for tax exemptions on the construction of a new single-family house valued at $280,000.00, for property located at 2230 Independence Avenue and located in the Consolidated Urban Revitalization Area (CURA). 5. Resolution approving the request by Chris Fischels, for tax exemptions on the construction of a new commercial building valued at $170,000.00, for property located at 1809 Black Hawk Street and located in the Consolidated Urban Revitalization Area (CURA). 6. Resolution approving award of bid to MidState Solution, LLC, of Baxter, Iowa, in the amount of $230,786.93, approving the contract, bonds, and certificate of insurance, in conjunction with the FY 2026 Sidewalk Infill, Sidewalk Ramp and Trail Repair Program - Zone 5A, Contract No. 1131, and authorizing the Mayor and City Clerk to execute said documents. 7. Resolution setting date of public hearing as Monday, December 1, 2025, on an application for a State Revolving Fund loan and to make available to the public the contents of an environmental information document and the City's project plan, and instruct the City Clerk to publish notice. 8. Resolution setting date of public hearing as November 3, 2025, to approve a rezone request by Robson Homes to rezone approximately 37.07 acres from "R-3" Multiple Residence District to "R-3, R-P" Planned Multiple Residence District located east of Omaha Avenue, and instruct the City Clerk to publish notice. 9. Resolution setting date of public hearing as November 3, 2025, to approve a Site Plan Amendment request by Xcel Electric, LLC for the construction of a 5,000 square foot building in the "B-P" Business Park District located south of 3211 Titan Trail, and instruct the City Clerk to publish notice. 10. Resolution setting the date of public hearing as November 3, 2025, for the sale and conveyance of 420 Bayard Street in the Church Row Neighborhood to Iowa Heartland Habitat for Humanity, including a Development Agreement including a demolition agreement and grant of $7,500.00 for infill housing development, and instruct the City Clerk Page 3 of 551 to publish notice. 11. Resolution approving the Provider Participation Agreement for FY 2027, and authorizing the Medical Supervisor, Jason Hernandez, to execute said agreement. 12. Resolution approving the Ground Emergency Medical Transport (GEMT) program related IGT Fund Transfer Agreement for FY 2027, and authorizing the mayor to execute said document. 13. Resolution approving award of hotel/motel tax council discretionary funds to the BMHG in the amount of $6,800.00. 14. Resolution approving Completion of Project and Recommendation of Acceptance of Work for work performed by Landmark Turf Services, LLC, of Dunkerton, Iowa, in the amount of $54,208.00, in conjunction with the FY 2026 Levee Rip Rap Spraying, Contract No. 1120, and receive and file a two-year maintenance bond. 15. Motion to approve Change Order No. 24 with ITG Communications, LLC, of Hendersonville, Tennessee, for a net increase of $1,028,028.66, in conjunction with the FY 2023 Construction of a Fiber -to -the -Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088, and authorizing the Mayor and City Clerk to execute said document. 16. Motion to approve Change Order No. 25 with ITG Communications, LLC, of Hendersonville, Tennessee, for a net increase of $18,149.60, in conjunction with the FY 2023 Construction of a Fiber -to -the -Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088, and authorizing the Mayor and City Clerk to execute said document. 17. Motion to approve Change Order No. 26 with ITG Communications, LLC, of Hendersonville, Tennessee, for a net decrease of $50,828.32, in conjunction with the FY 2023 Construction of a Fiber -to -the -Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088, and authorizing the Mayor and City Clerk to execute said document. 18. Motion to approve Change Order No. 30 with ITG Communications, LLC, of Hendersonville, Tennessee, for a net increase of $648,926.06 in conjunction with the FY 2023 Construction of a Fiber -to -the -Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088, and authorizing the Mayor and City Clerk to execute said document. 19. Communication from the Police Department on the notice of the conclusion of employment of David Bovy, Police Officer, effective October 3, 2025 with recommendation of approval of payout of $17,362.56 for unused benefits. 20. Communication from the Library Department on the notice of the conclusion of employment of David Eckert, Library Director, effective July 10, 2025, with recommendation of approval of payout of $11,705.12 for unused benefits. 21. Motion to approve the appointment of Jonathan Gentz from the current Civil Service List to the position of Equipment Operator II in the Street Department, effective October 21, 2025. 22. Motion to approve the appointment of Michiel Derifield from the current Civil Service List to the position of Equipment Operator II in the Street Department, effective October 21, 2025. Page 4 of 551 23. Motion to approve the appointment of Mike Hackbarth from the current Civil Service List to the position of Equipment Operator II in the Street Department, effective October 21, 2025. 24. Liquor Licenses Chapala Mexican Restaurant, 900 La Porte Road, Class C, w/Outdoor Service and Sunday Sales (Renewal) 10/22/2026. Family Dollar #30944, 2206 Kimball Avenue, Class B, w/Sunday Sales (Renewal) 07/31/2026. Fester's Pub, 324 E. 4th Street, Class C, w/Outdoor Service and Sunday Sales (Renewal) 07/21/2026. Placita, 321 W. 4th Street, Class C, w/Sunday Sales (Renewal) 09/28/2026. 25. Bonds. PUBLIC HEARINGS 1. Request by Pella Building Systems on behalf of BKKS Holdings for a Site Plan Amendment to construct a storage facility in "M-2,P" Planned Industrial District located east of 155 Warp Drive. Motion to receive and file proof of publication of notice of public hearing. HOLD HEARING - No comments on file. Motion to close public hearing and receive and file oral and written comments and recommendation of approval of the Planning, Programming and Zoning Commission. Motion to receive, file, consider and pass for the first time an ordinance amendment to Ordinance No. 5079, as amended, City of Waterloo Zoning Ordinance, by amending the Official Zoning Map referred to in Section 10-4-4, approving a Site Plan Amendment request by Pella Building Systems on behalf of BKKS Holdings for a Site Plan Amendment to construct a storage facility in "M-2,P" Planned Industrial District located east of 155 Warp Drive. Motion to suspend the rules. Motion to consider and pass for the second and third times and adopt ordinance. Submitted by: Noel Anderson, Community Planning and Development Director 2. Request by Troy Morris for a Site Plan Amendment to allow for a restaurant, ice cream shop, and sign shop in a former funeral home in the "S-1" Shopping Center District located at 3146 Kimball Avenue. Motion to receive and file proof of publication of notice of public hearing. HOLD HEARING - No comments on file. Motion to close public hearing and receive and file oral and written comments and recommendation of approval of the Planning, Programming and Zoning Commission. Motion to receive, file, consider and pass for the first time an ordinance amendment to Ordinance No. 5079, as amended, City of Waterloo Zoning Ordinance, by amending the Official Zoning Map referred to in Section 10-4-4, approving a Site Plan Amendment request by Troy Morris to allow for a restaurant, ice cream shop, and sign shop in a former funeral home in the "S-1" Shopping Center District located at 3146 Kimball Avenue. Motion to suspend the rules. Motion to consider and pass for the second and third times and adopt ordinance. Submitted by: Noel Anderson, Community Planning and Development Director Page 5 of 551 RESOLUTIONS 1. Resolution approving an Amendment to the Development and Minimum Assessment Agreement with Airline Storage, LLC, originally approved June 20, 2022, to extend the timeline for improvement completions, amend the minimum assessed value and allow for the sale of units on property located at 3318 West Airline Highway, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Noel Anderson, Community Planning and Development Director 2. Resolution approving an amendment to the Development Agreement with Half Dozen Properties for the construction of a new duplex located west of 720 Upton Avenue, with a Minimum Assessment Agreement, and authorizing the Mayor and City Clerk to execute said agreements. Submitted by: Noel Anderson, Community Planning and Development Director 3. Resolution approving a Temporary Easement aAreement in the amount of $349.00, with La Porte Road DQ, Inc., located at 1506 La Porte Road, in conjunction with the La Porte Road Phase II Reconstruction Project, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Noel Anderson, Community Planning and Development Director 4. Resolution approving a Development Agreement with Iowa Heartland Habitat for Humanity for the construction of two single-family homes or a duplex on Oaklawn Avenue in the Church Row Neighborhood including a Demolition Agreement, an Acquisition Grant of $28,750.00, and Infill Housing Grant of $15,000.00, and authorizing the Mayor and City Clerk to execute said documents. Submitted by: Noel Anderson, Community Planning and Development Director 5. Resolution approving and accepting an Acquisition Contract and approving a Deed to sell real property to the City of Waterloo for a partial right-of-way acquisition, and Permanent and Temporary Easements Agreements with Price Investments, LLC, in the amount of $25,000.00, located at 1955 Locke Avenue, in conjunction with the La Porte Road Phase II Reconstruction Project, and authorizing the Mayor and City Clerk to execute said documents. Submitted by: Noel Anderson, Community Planning and Development Director 6. Resolution approving Ground Lease Agreements (2) of up to 50 years with Grand Husk Solar, of Chicago, Illinois, for approximately 759 acres at the Waterloo Regional Airport, effective upon execution of the agreement, for the development of solar fields in various locations, as defined within the agreement, with a one-time signing fee of $50/acre plus annual rent of $50/acre during the development term, $350/acre during the construction term, and $1,400/acre during the production term (subject to two -percent per year increase during the production term), and authorizing the Mayor and City Clerk to executed said document. Submitted by: Steven Kjergaard, Director of Aviation 7. Resolution approving a Professional Services Agreement with Terracon Consultants, Inc., Page 6 of 551 of Cedar Falls, Iowa, in the amount not to exceed $31,350.00 in conjunction with the FY 2026 EDA WARP Storm, Sanitary and Water Extensions, Contract No. 1138, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Matt Schindel, Principal Engineer 8. Resolution approving an Engineering Services Agreement with Strand Associates, to update the Waste Water Treatment Plant Facilities Plan from 2017, in an amount not to exceed $275,000.00, and authorizing the Mayor to execute said document. Submitted by: Randy Bennett, Public Works Division Manager 9. Resolution approving a Professional Services Agreement with Fehr Graham Engineering and Environmental for an amount not to exceed $4,500.00, to perform land surveying work at 360 Westfield Avenue, and authorizing the Mayor to execute said document. Submitted by: Noel Anderson, Community Planning and Development Director ADJOURNMENT Motion to adjourn. Kelley Felchle City Clerk Page 7 of 551 October 6, 2025 The City Council of the City of Waterloo, Iowa, met in REGULAR SESSION at Harold E. Getty Council Chambers, Waterloo, Iowa, at 5:30 PM, on Monday, October 6, 2025. Roll CaII. Mayor Quentin Hart in the Chair. Mr. Boesen, Ms. Creighton -Smith, Mr. Chiles, Mr. Simon, Ms. Wilder and Mr. Feuss. Mr. Nicholas was absent. Prayer or Moment of Silence. Pledge of Allegiance, Dave Boesen, Ward 2 Council Member. Approval of Agenda as proposed or amended. Feuss/Wilder that the agenda, as presented, be approved. Voice vote -Ayes: Six. Motion carried. Mayor Hart commented that the first two public hearings have been canceled. Approval of Minutes of the September 15, 2025, Regular Council Session as proposed or amended. Feuss/Wilder that the minutes of the September 15, 2025, Regular Session, as proposed, be approved. Voice vote -Ayes: Six. Motion carried. PUBLIC COMMENTS The following individuals commented on various subjects. Aaron Stacey Roberts, 411 Almond Jeanie Miller, Main Street Waterloo Board Member Brianne Garrison, Let Love Lead Iowa non-profit organization Wayne Natham, 548 Cloverdale Mr. Chiles shared that the combined meeting for Ward 1 and 2 will take place at noon on the last Saturday of each month at the Ridgeway Sidecar coffee shop. Feuss/Wilder to close public comments. Voice vote -Ayes: Six. Motion carried. CONSENT AGENDA Feuss/Wilder that the following items on the consent agenda, including the payment of bills for September 22, 2025, in the amount of $4,236,553.05, and October 6, 2025, in the amount of $5,535,012.60, be received and placed on file. Roll Call vote -Ayes: Six. Motion carried. Page 1 of 14 Page 8 of 551 Mr. Boesen requested consent agenda item number 19 be removed and considered separately. Bills Payment, Finance Committee Invoice Summary Report, a copy of which is on file in the office of the City Clerk. Resolution adopted and upon approval by Mayor assigned No. 2025-534. Resolution approving Acknowledgment/Settlement Agreement for Tobacco Violation - Second Offense with Kwik Star #580, 506 W. 9th Street, Waterloo, Iowa, and acceptance of a civil penalty in the amount of $1,500.00, and authorizing the Mayor and City Clerk to execute said document. Resolution adopted and upon approval by Mayor assigned No. 2025-535. Resolution approving the request of Tim Frederick for a waiver for a concrete driveway, located at 2523 W. 3rd Street, with the elimination of the sidewalk section due to inability to meet grade requirements. Resolution adopted and upon approval by Mayor assigned No. 2025-536. Resolution approving request of Michael Cole, for a waiver for a concrete driveway, located at 707 Belle Street, and authorizing the construction of a concrete driveway and placing a driveway or sidewalk on City -owned right-of-way on an unimproved street. Resolution adopted and upon approval by Mayor assigned No. 2025-537. Resolution approving the request of James Varney for a waiver for a concrete driveway, located at 1057 Dundee Avenue, with the elimination of the sidewalk section due to inability to meet grade requirements. Resolution adopted and upon approval by Mayor assigned No. 2025-538. Resolution approving the request by Cedar Valley 4 Rent LLC, for tax exemptions on the construction of a new commercial building valued at $400,000.00, for property located at 339 W. 13th Street and located in the Consolidated Urban Revitalization Area (CURA). Resolution adopted and upon approval by Mayor assigned No. 2025-539. Resolution approving the request by Jeffrey Dow, for tax exemptions on the construction of a new condominium unit valued at $269,000.00, for property located at 4133 Omaha Avenue and located in the City Limits Urban Revitalization Area (CLURA). Resolution adopted and upon approval by Mayor assigned No. 2025-540. Resolution approving the request by Natesh Yepuri, for tax exemptions on the construction of a new single-family house valued at $549,900.00, for property located at 1825 Red Tail Drive and located in the City Limits Urban Revitalization Area (CLURA). Resolution adopted and upon approval by Mayor assigned No. 2025-541. Resolution accepting improvements of Mustedan 1st Addition. Resolution adopted and upon approval by Mayor assigned No. 2025-542. Page 2 of 14 Page 9 of 551 Resolution setting date of public hearing as October 20, 2025, to approve a Site Plan Amendment request by Pella Building Systems on behalf of BKKS Holdings, to construct a storage facility in "M-2,P" Planned Industrial District located east of 155 Warp Drive, and instruct the City Clerk to publish notice. Resolution adopted and upon approval by Mayor assigned No. 2025-543. Resolution setting date of public hearing as October 20, 2025, to approve a request by Troy Morris for a Site Plan Amendment to allow for additional uses including a restaurant, ice cream shop, and sign shop in a former funeral home in the "S-1" Shopping Center District located at 3146 Kimball Avenue, and instruct the City Clerk to publish notice. Resolution adopted and upon approval by Mayor assigned No. 2025-544. Resolution approving the award of bid to Midwest Demolition Contractors, Inc. of Walford, Iowa, in the amount of $224,700.00, approving the contract, bond, and certificate of insurance, in conjunction with Demolition and Site Clearance Services, Contract No. D-2025-08-01P, at 310 Upland Drive, and authorizing the Mayor and City Clerk to execute said documents. Resolution adopted and upon approval by Mayor assigned No. 2025-545. Resolution approving the award of bid to Lehman Trucking & Excavating, Inc. of Waterloo, Iowa, in the amount of $317,375.00, approving the contract, bond, and certificate of insurance, in conjunction with Demolition and Site Clearance Services, Contract No. RD-2025-08-02P, at 100 E. 9th Street and 1117 Lincoln Street, and authorizing the Mayor and City Clerk to execute said documents. Resolution adopted and upon approval by Mayor assigned No. 2025-546. Resolution determining the necessity and setting date of public hearing as November 3, 2025, to approve Amendment No. 7 to the Martin Road Urban Renewal Development Plan, to remove a property from the TIF area, and setting date of consultation with taxing entities as October 17, 2025, and instruct the City Clerk to publish notice. Resolution adopted and upon approval by Mayor assigned No. 2025-547. Resolution determining the necessity and setting date of public hearing as November 3, 2025, to approve Amendment No. 9 to the San Marnan Urban Renewal and Redevelopment Plan, to remove a property from the TIF area, and setting date of consultation with taxing entities as October 17, 2025, and instruct the City Clerk to publish notice. Resolution adopted and upon approval by Mayor assigned No. 2025-548. Resolution determining the necessity and setting date of public hearing as November 3, 2025, to approve the Amended and Restated South Waterloo Unifed Urban Renewal and Redevelopment Plan, and setting date of consultation with taxing entities as October 17, 2025, and instruct the City Clerk to publish notice. Resolution adopted and upon approval by Mayor assigned No. 2025-549. Resolution determining the necessity and setting date of public hearing as November 3, 2025, to approve the Amendment to the Downtown Waterloo Riverfront Urban Renewal and Redevelopment Plan for the 2025 Expansion Area, and setting date of consultation with taxing Page 3 of 14 Page 10 of 551 entities as October 17, 2025, and instruct the City Clerk to publish notice. Resolution adopted and upon approval by Mayor assigned No. 2025-550. Resolution determining the necessity and setting date of public hearing as November 3, 2025, to approve the Baltimore Fields Urban Renewal Plan, and setting date of consultation with taxing entities as October 17, 2025, and instruct the City Clerk to publish notice. Resolution adopted and upon approval by Mayor assigned No. 2025-551. Resolution determining the necessity and setting date of public hearing as November 3, 2025, to approve the Highland Meadows Urban Renewal Plan, and setting date of consultation with taxing entities as October 17, 2025, and instruct the City Clerk to publish notice. This item was removed from the consent agenda and considered separately. Resolution accepting an IDOT Air Service Development Grant Agreement, in the amount of $48,000.00, for the promotion of passenger air service from the Waterloo Regional Airport, and authorizing the Mayor and Director of Aviation to execute said document. Resolution adopted and upon approval by Mayor assigned No. 2025-552. Resolution approving Completion of Project and Recommendation of Acceptance of Work for work performed by Vieth Construction Corporation, of Cedar Falls, Iowa, in the amount of $97,126.10, in conjunction with the FY 2025 Idaho Street Fiber Hut, Contract No. 1112, and receive and file a two-year maintenance bond. Resolution adopted and upon approval by Mayor assigned No. 2025-553. Motion to approve Change Order No. 1 with Peterson Contractors, Inc., of Reinbeck, Iowa, for a net increase of $20,788.75, in conjunction with the FY 2026 Airport Fence Relocation, Contract No. 1133, and authorizing the Mayor to execute said document. Motion approving Change Order No. 2 with Matt Construction, Inc. of Sumner, Iowa, for a total increase of $3,930.59 in conjunction with the FY 2025 South Hills Golf Course Maintenance Building Contract No. 1130, and authorizing the Mayor to execute said document. Motion approving Change Order No. 2 to the Professional Agreement with Terracon, Inc., in an amount not to exceed $25,000.00, for additional construction observation, in conjunction with FY 2024 Hawthorne Avenue Storm Sewer Lift Station Relief Well, Contract No. 1066, and authorizing the Mayor to execute said document. Motion to approve Change Order No. 27 with ITG Communications, LLC, of Hendersonville, Tennessee, for a net increase of $120,066.36, in conjunction with the FY 2023 Construction of a Fiber -to -the -Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088, and authorizing the Mayor and City Clerk to execute said document. Page 4 of 14 Page 11 of 551 Motion to approve Change Order No. 28 with ITG Communications, LLC, of Hendersonville, Tennessee, for a net increase of $61,411.83, in conjunction with the FY 2023 Construction of a Fiber -to -the -Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088, and authorizing the Mayor and City Clerk to execute said document. Motion to approve Change Order No. 29 with ITG Communications, LLC, of Hendersonville, Tennessee, for a net increase of $83,074.31, in conjunction with the FY 2023 Construction of a Fiber -to -the -Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088, and authorizing the Mayor and City Clerk to execute said document. Motion to approve Final Quantity Summary with Vieth Construction Corporation, of Cedar Falls, Iowa, for a net increase of $4,856.30, in conjunction with the FY 2025 Idaho Street Fiber Hut, Contract No. 1112, and authorizing the Mayor and City Clerk to execute said document. Motion approving appointment of Daniel Greer from Interim Street Director to the position of Street Director in the Street Department division of Public Works, effective October 7, 2025. Cathy Schuler, Board/Commission: Main Street Waterloo, Expiration Date:N/A, [New]. Motion to receive and file Leisure Services Commission Board minutes of August 12, 2025. Motion to receive and file Airport Board minutes of August 13, 2025. Liquor Licenses The Brown Bottle, 209 W. 5th Street, Class C, w/Sunday Sales (Renewal)10/21/2026. The Brown Derby Ballroom, 618 Sycamore Street, Class C, w/Living quarters and Sunday Sales (New) 09/30/2026. Casey's #2879, 3260 University Avenue, Class E, w/Sunday Sales (Renewal) 09/30/2026. Casey's 218 Pub, 4010-4018 University Avenue, Class C w/Outdoor Service and Sunday Sales (Renewal) 09/30/2026. Chilito's Mexican Bar & Grill, 441 E. Tower Park Drive, Class C w/Outdoor Service/Sunday Sales (Renewal) 08/07/2026 Damon's Sports Bar & Grill, 2122 Kimball Avenue, Class C w/Sunday Sales (Renewal) 10/04/2026. Danny's on Donald, 2401 Falls Avenue, Class C w/Outdoor Service and Sunday Sales (Renewal) 10/04/2026. Family Dollar Store #30944, 2206 Kimball Avenue, Class B w/Sunday Sales (Ownership Updates) 07/31/2026. Family Dollar Store #32879, 1608 University Avenue, Class B w/Sunday Sales (Ownership Page 5 of 14 Page 12 of 551 Updates) 03/07/2026. Karma Bar, 309 West 4th Street, Class C w/Outdoor Service and Sunday Sales (Renewal) 10/14/2026. K-ZAR, Inc., 1761 Independence Avenue, Class E w/Sunday Sales (Renewal) 10/13/2026. Rudy's Tacos -Beer Hall -Lava Lounge, Class C w/Outdoor Service and Sunday Sales (Renewal) 09/27/2026. Studio 13 Waterloo, 304 & 308 West 4th Street, Class C w/Sunday Sales (Renewal) 07/31/2026. Walmart Super Center, 1335 Flammang Drive, Class E w/Sunday Sales (Renewal) 09/30/2026. Cigarette/Tobacco/Nicotine/Vapor Permits K-Zar, Inc., 1761 Independence Avenue. (Retail Tobacco) Bonds. 19. Resolution determining the necessity and setting date of public hearing as November 3, 2025, to approve the Highland Meadows Urban Renewal Plan, and setting date of consultation with taxing entities as October 17, 2025, and instruct the City Clerk to publish notice. Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2025-554. Mr. Boesen questioned why we would be setting a public hearing to approve a TIF when both public hearings were canceled on the rezoning and development agreement. Noel Anderson, Community Planning and Development Director, explained that the TIF actions will take longer, and that they anticipate the Orange School former site redevelopment would come back to council around the same timeframe as the date of public hearing. PUBLIC HEARINGS Request by Midwest Development Co., on behalf of the City of Waterloo, to rezone approximately 24.27 acres from "R-1" One and Two Family Residence District to "R-1, R-P" Planned Residence District to construct seventy homes located south of Orange Road and west of Kimball Avenue. Public hearing is canceled. Sale and conveyance of approximately 24.3 acres of city -owned property, located at the southwest corner of Kimball Avenue and West Orange Road, in the amount of $1.00, to Midwest Development Company, with a Development Agreement for the construction of approximately seventy single-family homes. Public hearing is canceled. FY 2026 Sidewalk Infill, Sidewalk Ramp and Trail Repair Program - Zone 5A, Contract No. 1131. Page 6 of 14 Page 13 of 551 Feuss/Wilder to receive and file proof of publication of notice of public hearing. Voice vote -Ayes: Six. Motion carried. This being the time and place of the public hearing, the Mayor called for written and oral comments and there were none. Feuss/Wilder to close hearing. Voice vote -Ayes: Six. Motion carried. Feuss/Wilder Resolution confirming approval of plans, specifications, form of contract, etc., and authorizing to proceed. Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2025-555. Feuss/Chiles to receive, file and instruct the City Clerk to read bids, and refer to the City Engineer for consideration. Voice vote -Ayes: Six. Motion carried. Engineer's Estimate: $521,463.25 Brock Even Construction, LLC, Jesup, IA - 5% - $514,173.40 Midstate Solution, Baxter, IA - 5% - $230,786.93 Boulder Contracting, Grundy Center, IA - 5% - $371,161.48 Valentine Construction Co., Dubuque, IA - 5% - $259,963.11 FY 2026 Winn Street Sanitary Sewer, Contract No. 1134. Wilder/Chiles to receive and file proof of publication of notice of public hearing. Voice vote -Ayes: Six. Motion carried. This being the time and place of the public hearing, the Mayor called for written and oral comments and there were none. Wilder/Chiles to close hearing. Voice vote -Ayes: Six. Motion carried. Wilder/Chiles Resolution confirming approval of plans, specifications, form of contract, etc., and authorizing to proceed. Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2025-556. Wilder/Chiles to receive, file and instruct City Clerk to read bids. Voice vote -Ayes: Six. Motion carried. Engineer's Estimate: $360,491.70 Lodge Construction, Clarksville, IA - 5% - $333,829.90 Denver Underground & Grading, Inc., Denver, IA - 5% - $287,973.60 Baker Enterprises, Inc. Waverly, IA - 5% - $294,767.60 Boomerang Copr., Anamosa, IA - 5% - $346,918.90 Page 7 of 14 Page 14 of 551 Wynn Company, LLC, Warsaw, IA - 5% - 363,775.50 Peterson Contractors, Inc. Reinbeck, IA - 5% - $280,613.50 Wilder/Chiles Resolution approving award of bid to Peterson Contractors, Inc., of Reinbeck, Iowa, in the amount of $280,613.50, approving the contract, bond and certificate of insurance, in conjunction with the FY 2026 Winn Street Sanitary Sewer, Contract No. 1134, and authorizing the Mayor and City Clerk to execute said document. Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2025-557. Sale and conveyance of a portion of the property to the southwest of 3211 Titan Trail, to Xcel Electric LLC, in the amount of $1.00, for the construction of a 4,000 square foot building, including a Development Agreement, and authorize the Mayor and City Clerk to execute said documents. Boesen/Chiles to receive and file proof of publication of notice of public hearing. Voice vote -Ayes: Six. Motion carried. This being the time and place of the public hearing, the Mayor called for written and oral comments. David Dryer, 3145 W. 4th Street, questioned if Xcel Electric already exists in Waterloo. Noel Anderson, Community Planning and Development Director, shared that Xcel Electric is currently being run from a home and is expanding to build a building and hire more employees. Haris Mumic, Owner, Xcel Electric, 1142 Columbus Drive, shared that there are currently five employees, himself included, with an additional employee starting by the end of the month. He explained the process that would take place to move the project forward pending the approval of acquiring the property. Boesen/Chiles to close the hearing and receive and file oral comments. Voice vote -Ayes: Six. Motion carried. Boesen/Chiles Resolution authorizing the sale and conveyance of a portion of the property to the southwest of 3211 Titan Trail, to Xcel Electric LLC, in the amount of $1.00, for the construction of a 4,000 square foot building, and authorizing the Mayor and City Clerk to execute said documents. Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2025-558. Mr. Chiles questioned if the city has any money invested in the project. Noel Anderson, Community Planning and Development Director, provided an overview of development and infrastructure in the area. He shared that the developer of the business area, Harold Youngblut, built out the infrastructure of the area. The city had one portion of Cyclone Drive where RISE funds were used. The city has partnered with Harold Youngblut to continue that development. We have acquired some of the land to bring businesses out there to pay ourselves back through the tax increment financing. Page 8 of 14 Page 15 of 551 Mr. Chiles commented that we have heard citizens ask if these types of opportunities are available to an individual, property owner or a business owner. He further commented that now we are looking to do this for a local business that wants to expand the operation and that this is within the purview of what the citizens have asked for. Ms. Wilder asked Haris Mumic about how many potential jobs he would anticipate would be created if he got this space. Haris Murmic shared that he isn't looking to get too large at this stage but is hoping that 2-3 additional employees or apprenticeships will be added to the business. Boesen/Creighton-Smith Resolution approving a Development Agreement with Xcel Electric LLC for the construction of a 4,000 square foot building located to the southwest of 3211 Titan Trail and conveyance of the property southwest of 3211 Titan Trail for $1.00, and authorizing the Mayor and City Clerk to execute said document. Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2025-559. RESOLUTIONS Resolution approving a Permanent Easement Agreement in the amount of $4,858.00, and reimbursement for pavement removal in the amount of $983.00, totaling a just compensation amount of $5,841.00, with Beverly Realty, LLC, located at 1507 La Porte Road, in conjunction with the La Porte Road Phase II Reconstruction Project, and authorizing the Mayor and City Clerk to execute said documents. Feuss/Wilder Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2025-560. Jamie Knutson, City Engineer, provided an update on the construction project. Mr. Chiles questioned if overhead electrical lines would be buried as part of the project. Jamie Knutson confirmed that burring electrical will be included with the project. Resolution approving a Permanent Easement Agreement in the amount of $4,097.00, with Kingu Properties, LLC, located at 1419 La Porte Road, in conjunction with the La Porte Road Phase II Reconstruction Protect, and authorizing the Mayor and City Clerk to execute said document. Feuss/Wilder Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2025-561. Resolution approving a Permanent Easement Agreement and Temporary Easement Agreement in the amount of $1,802.00, with Casey's Marketing Company, located at 1604 La Porte Road, in conjunction with the La Porte Road Phase II Reconstruction Project, and authorizing the Page 9 of 14 Page 16 of 551 Mayor and City Clerk to execute said documents. Feuss/Wilder Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2025-562. Resolution approving a Development Agreement with Iowa Heartland Habitat for Humanity for the construction of a new single family home located at the southwest corner of Randall Street and Norimer Street, in the Church Row Neighborhood, including an infill housing grant of $7,500.00, and authorizing the Mayor and City Clerk to execute said document. Chiles/Feuss Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2025-563. David Dryer, 3145 W. 4th Street, questioned if the grant increased for infill housing development. Mayor Hart commented that it was part of the Elevate Housing 2.0 and specifically targeted neighborhoods receive a different incentive based on the condition of the neighborhood and the efforts. Resolution approving the acceptance of a Donation of Real Property Agreement to the City of Waterloo from Hope Martin Anderson Revocable Trust, for property located at 2500 W. 4th Street, and authorizing the Mayor to execute said documents. Chiles/Feuss Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2025-564. David Dryer, 3145 W. 4th Street, questioned why the owner does not just sell the property outright, and why the city is becoming a real estate agent. Noel Anderson, Community Planning and Development Director, shared that it would be a good opportunity for the city to explore either rehabilitation or demolition and the creation of new infill lots. Mr. Chiles commented that the neighbors will be very happy to see some progress. He shared that he would personally love to see the restored building go to Leisure Services and become some type of wedding venue, but whatever we decide to do with it is better than what it is now. Resolution approving the Cedar Skyline Corporation (doing business as Main Street Waterloo) parking lot loan refinancing and continued loan guarantee, by the City of Waterloo, in an amount not to exceed $124,981.54, and authorizing the Mayor and City Clerk to execute said documents. Chiles/Feuss Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2025-565. David Dryer, 3145 W. 4th Street, asked if Cedar Skyline Corporation is a private business. Page 10 of 14 Page 17 of 551 Noel Anderson, Community Planning and Development Director, explained that Cedar Skyline is now Main Street. He provided background on the original grant, noting the city's requirement to re -approve those documents every time they refinance. Mr. Boesen questioned how many times this loan has been refinanced. Noel Anderson shared that he thinks it is refinanced about every five years. Mayor Hart commented that we have first right of refusal if they decide to sell it. Resolution approving a Supplement Agreement No. 2 in an amount not to exceed $25,000.00, for AECOM Techincal Services, Inc. to perform on -call planning and engineering services at the Waterloo Regional Airport, and authorizing the Mayor to execute said document. Creighton-Smith/Feuss Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2025-566. David Dryer, 3145 W. 4th Street, questioned if any of the funds are covered by the FAA. Noel Anderson, Community Planning and Development Director, commented that it is not covered with FAA dollars. Resolution approving a First Amendment to a Real Estate Purchase Agreement with John. R. Wolfe and Margaret A. Wolfe, amending the timeline on the purchase of Tract 2 property, and authorizing the Mayor and City Clerk to execute said document. Creighton-Smith/Feuss Roll Call vote -Ayes: Five. Nays: One (Boesen). Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2025-567. Resolution approving a Design Services Agreement with Invision Architecture, not to exceed $8,500.00, for planning and design services related to new fuel site locations and Public Works facility updates, and authorizing the Mayor to execute said document. Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2025-568. Resolution approving a Professional Services Contract with Nutri-Ject Systems Inc., of Hudson, Iowa in the amount of $79,847.09, for sludge storage tank cleaning and final land application of biosolids, for the bottom 4 feet of tank solids plus $9,446.26 per foot for solids above the bottom 4 feet, in an amount not to exceed $98,739.61, and authorizing the Mayor to execute said document. Chiles/Wilder Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2025-569. Resolution approving Supplemental Agreement No. 3 to the Professional Services Agreement with AECOM, Inc., of Waterloo, Iowa, in an amount not to exceed $44,600.00 for construction - related services, in conjunction with the FY 2026 Winn Street Sanitary Sewer, Contract No. 1134, and authorizing the Mayor to execute said document. Page 11 of 14 Page 18 of 551 Chiles/Wilder Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and assigned No. 2025-570. Resolution approving an agreement with Pro -West & Associates, in $3,835.80, to provide Sidewalk Inspection Application updates, and execute said document. upon approval by Mayor an amount not to exceed authorizing the Mayor to Chiles/Wilder Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2025-571. Resolution approving a third amendment to the Development Agreement and Minimum Assessment Agreement with Bread to Beer LLC., (Single Speed Brewing Company), to provide a grant of $750,000.00 and an additional five -years of tax rebates at seventy percent for the additional improvements made to the site at 325 Commercial Street, and a new Minimum Assessment value of $4,000,000.00, and authorizing the Mayor and City Clerk to execute said documents. Wilder/Feuss Roll Call vote -Ayes: Four. Ayes: Two (Boesen and Simon). Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2025-572. David Dryer, 3145 W. 4th Street, commented that this is a private business and the city should not be partnering with them as a public entity. Forest Dillavou, 1725 Huntington Road, commented that this is one of the reasons we are the highest taxed city in the state of Iowa. Todd Obadal, 124 Amity Drive, commented that we are giving seven hundred fifty million cash, plus extending seventy percent tax abatement for another five years on the original building, then adding another five years of abatement on the new million dollar portion. Tax Incremental Financing isn't just a giveaway. It's actually supposed to finance things that build the economy, not to entirely fund a private business's desire to expand. He asked the council to vote no on this because it is not tenable. Dave Morgan, Singlespeed Brewery at 325 Commercial Street, commented that, if approved, this would create jobs, build the economy, create the third -largest brewery in Iowa, and will elevate hospitality and tourism for downtown Waterloo. Lisa Skubal, Grow Cedar Valley, commented that she supports the project. Mr. Feuss commented that he and his wife love breweries. They travel the country, site see, and check out the local breweries. He shared that this project is an incredible investment for Waterloo and asked council to vote yes. Mr. Simon questioned if the job opportunities would be high -quality jobs. Dave Morgan shared a breakdown of the types of high -quality jobs that will be created. Mr. Simon questioned the viability of the businesses the city is being asked to invest taxpayer Page 12 of 14 Page 19 of 551 dollars in. Dave Morgan commented that the pro forma that the accountants have put together shows profitability in three years. Mr. Boesen commented that it bothers him that he was unaware of this project until he received letters of support from citizens prior to it being on the agenda. The public should not learn of something before the council does. He further shared that none of what is in the development agreement was discussed at the original meeting back in August. He would like to see it postponed until the next meeting, when Mr. Nichols is present, and he would like to schedule meetings with Mr. Morgan and Noel Anderson to discuss the differences in this development agreement. Dave Morgan commented that a lot of the discrepancies Mr. Boesen spoke of were more likely a lack of clarity in the meeting. The funding for building modifications and equipment was exactly what was being talked about in the meeting that day. He shared that the individuals they are recruiting to come to town will have other options, so the quicker we move on with this, the better for both us and the city of Waterloo. Creighton -Smith commented that she had been looking at how craft beers are contributing to the economy and the numbers are very strong and there is potential to put Iowa on the map with a global presence. She urges the council to vote yes. Ms. Wilder has supported Single Speed from the beginning and questioned if the council does postpone the vote, how far it would set Mr. Morgan's efforts back. Dave Morgan commented that he cannot speak for Peace Tree and Backpocket, but said that he has a letter of intent from them now that says if we get this approved, they are ready to come up and be a part of Waterloo. Mr. Chiles commented that it is a challenge to our council because it is a lot of money to be absorbed by a TIF district at the same time as being very positive for our city. To him, this makes sense but acknowledges the difficulty in making a decision. He questioned what mitigation the city has in place if something were to go awry. Noel Anderson, Community Planning and Development Director, provided information for the worst case scenario. Mr. Boesen moved to postpone the vote for two weeks and asked that Noel Anderson schedule meetings so he could meet with Noel and Dave Morgan to review the changes in the agreement from August 28 to this week. The motion died due to lack of a second ADJOURNMENT Boesen/Feuss that the council adjourn at 6:52 p.m. Voice vote -Ayes: Six. Motion carried. Page 13 of 14 Page 20 of 551 Kelley Felchle City Clerk Page 14 of 14 Page 21 of 551 October 6, 2025 COUNCIL WORK SESSION Harold E. Getty Council Chambers Roll Call. Members present: Mayor Pro Tem Ray Feuss in the Chair. Mr. Boesen, Ms. Creighton -Smith, Mr. Simon, Ms. Wilder and Mr. Feuss. Mr. Nichols and Mr. Chiles were absent. Agenda, as proposed or amended. Boesen/Wilder that the agenda as proposed be approved. Voice vote -Ayes: Five. Motion carried. Approval of Minutes of the September 15, 2025 Council Work Session as proposed or amended. Boesen/Wilder that the minutes of the September 15, 2025, Council Work Session, as proposed, be approved. Voice vote -Ayes: Five. Motion carried. Discussion of an ordinance amending regulations for third party fire protection system reviews. Brock Weliver, Fire Marshal, presented a proposed ordinance change to Section 104.7.2 of the International Fire Code requiring third party plan reviews for all fire protection systems. This would transfer the costs that the city has been incurring, to the contractors or developers of the projects. This change would align the city of Waterloo with many other full-time fire departments and enhance both fiscal responsibility and code compliance. He provided an overview of the current practice and explained that the city has incurred over $280,000.00 in fees associated with plan review over the past eleven years or so. He further shared several benefits the city would see if this change is approved. Mr. Boesen questioned if the fees incurred are added to their permit fees. Brock Weliver explained that he didn't know the details because those fees are paid by the building department, but he would get that information and pass it along. Mr. Simon questioned if there is a deficiency in the part-time position that is the reason for looking to hire an additional person. Brock Weliever commented that there are over 2,000 commercial properties in the city, and it is difficult to get through all 2,000 in a year as re -inspections slow down progress. Ms. Creighton -Smith questioned if the proposed change would help to increase efficiency. Brock Weliever confirmed and shared the benefits of the system change. Mr. Boesen commented on the level of staffing in place when he was in the Fire Marshal position and explained that current staff are doing much more with less. Update on Waterloo Fire Rescue Medical Services. Page 1 of 2 Page 22 of 551 Bill Beck, Fire Chief, provided an overview of the fire department's transport system, medical office, upgrades to the paramedic program and a SWOT analysis. He shared a PowerPoint presentation outlining the various staff responsibilities, service call statistics and projections versus actuals. Mr. Boesen requested an updated salary schedule. ADJOURNMENT Boesen/Wilder that the council adjourn at 5:03 p.m. Voice vote -Ayes: Five. Motion carried. Kelley Felchle City Clerk Page 2 of 2 Page 23 of 551 CITY OF ATERLOO J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Resolution approving the request of Star Equipment, Ltd, for a waiver for a concrete driveway, located at 2625 W. Airline Highway, with the elimination of the sidewalk section due to inability to meet grade requirements. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION Attached is a request for construction of a concrete driveway with the elimination of the sidewalk section due to the inability to meet requirements of the driveway at 2625 W. Airline Hwy. I have reviewed this request and recommend its approval subject to the following provisions. 1.Work to be performed by an approved and bonded contractor. 2.A permit is to be obtained from the office of the City Engineer prior to construction. 3.AII work shall be performed under the supervision of the City Engineer and at no cost to the City of Waterloo. $12.00 cash for the purpose of recording this waiver and a copy of the legal description have been provided to the City Clerk's office. NEIGHBORHOOD IMPACT This is a waiver of the City's Standard Specifications for Driveway Construction. It requires Council approval so that it can be recorded to the property, so that the waiver requirements run with the property ownership. DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS Page 24 of 551 SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION Parcel "B" in the Northeast Quarter (NE1/4) of the Northwest Quarter (NW1/4) in Section Nine (9), Township Eighty-nine (89) North, Range Thirteen (13) Wes of the Fifth Principal Merician, in the City of Waterloo, Black Hawk County, Iowa, in the survey filed January 12, 1999, and recorded in 333 Misc. 123-129; - and - Parcel "C" in the Northeast Quarter (NE1/4) and Northwest Quarter (NW1/4) in Section Nine (9), Township Eighty-nine (89) North, Range Thirteen (13) West of the Fifth Principal Meridian, in the City of Waerloo, Black Hawk County, Iowa, in the survey filed January 12, 1999, and recorded in 333 Misc. 453-454. - and - the parcel, in the Northeast Quarter (NE1/4) of the Northwest Quarter (NW1/4) in Section Nine (9), Township Eighty-nine (89) North, Range Thirteen (13) West of the Fifth Principal Meridian, in the City of Waterloo, Black Hawk County, Iowa, described in the survey dated July 21, 1987, filed October 4, 1989, and recorded in 287 Misc. 453-454. ATTACHMENTS 1. DW Waiver_2625 W Airline Hwy Page 25 of 551 WAIVER Date: aj/.?o o2C Honorable Mayor and City Council City Hall Waterloo, IA 50703 Council Persons: I hereby request a waiver to the driveway and sidewalk specifications for the construction of a(n) eoe,,tira. driveway or sidewalk located at (concrete or asphalt) OGD5 /44.LcN14wy CU4t6rtwv (Address) This waiver is needed because of: special surface texture to be used on the concrete approach (i.e., exposed aggregate, brick stamped pattern, paving brick). X elimination of the sidewalk section due to the inability to meet the grade requirements. elimination of the sidewalk section for asphalt driveways. placement of a driveway or sidewalk on City right-of-way on an unimproved street. Other: I agree to the following: 1. To remove and replace this driveway to an official elevation at no additional expense to the City of Waterloo at such time that sidewalk is constructed. 2. To remove and replace the private driveway, as needed, to an official elevation at no additional expense to the City of Waterloo at such time that curb and gutter is constructed. 3. To pay for any additional expenses for the replacement of any such textured driveway or sidewalk that has been removed for any City of Waterloo project. 4. To employ a bonded contractor who shall obtain a permit from the office of the City Engineer. 5. To have the driveway constructed according to the specifications and policies of the City Engineer and under his supervision. 6. This waiver is for this property only. Attached herewith is a payment in the amount of twelve dollars ($12.00) for the purpose of recording this agreement. Respectfully submitted, ,} ft r4 wr.x) aN i Printed Name of Property Owner SL'nature of Property Owner Page 26 of 551 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Planning & Zoning Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Resolution approving the request by James Duncan, for tax exemptions on the construction of a new single-family house valued at $300,000.00, for property located at 129 Axlewood Drive, and located in the Consolidated Urban Revitalization Area (CURA). RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION The Planning, Programming, and Zoning Commission staff has reviewed this application and feels that the project qualifies for exemptions from taxes on the actual value added to the commercial property under the Consolidated Urban Revitalization Area Plan. NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES Strategy 3.8: Continue efforts to foster new investments and development in City's Urban Renewal Areas (TIF Districts) and the Consolidated Urban Revitalization Area (CURA). IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES N/A ALTERNATIVE ACTION LEGAL DESCRIPTION Edison Addition Lot 23 Page 27 of 551 ATTACHMENTS 1. 129 Axlewood Dr Form 2. 129 Axlewood Dr Map Page 28 of 551 For Office Use Only Date Received: f iAZS Received Ivy: Statrto make a copy for applicant CONSOLIDATED URBAN REVITALIZATION AREA APPLICATION FOR PROPERTY TAX EXEMPTION FOR IMPROVEMENTS UNDER THE PROVISIONS OF THE CONSOLIDATED URBAN REVITALIZATION AREA PLAN ADOPTED BY THE CITY COUNCIL OF THE CITY OF WATERLOO. The Consolidated Urban Revitalization Area (CURA) allows property tax exemptions on improvements to property located within Us boundaries that meet the following criteria: I. At least a 10% improvement to the value of the residential property. At least a 15% improvement to the value of commercial property if a building was previously on the site. If commercial property was previously vacant, all actual value added by the improvements.is eligible for lax exemption. 2. Be located within the CURA boundaries (a map of which can he obtained from the City of Waterloo Community Planning & Development Department) 3. This application must be filed with City prior to the 1$' working day of February following the year when the improvements are completed to comply with the timeline of the State Code of Iowa, Section 404.4 unnumbered paragraph 2. However, a single application may be filed upon completion of an entire project requiring more than one year to constntet or complete, providing prior approval has been granted by the City Council or County Board of Supervisors. 4. Commercial properties must have a development agreement with the City that includes a minimum assessment agreement. Please fill out the following information for your application to be submitted to the City Council. NAME: JA fit .bonca t'l. SIGNATURE: ADDRESS: /3-9 /�X'/([ k rc k LD'P EMAIL: TELEPHONE: DATE: oQ O 0,17 L f �� -o 0--, c .. - A. What is the Address of the properly being improved? k Z ` A k { e . o ocl , /` . L i C2- /o o SC.7 o What is the Legal Description of the property? (Maybe available at County Recorder's Office on 2nd floor of the Courthouse)? Son r •o ,t L. rv..3 B. Indicate desired exemption schedule: (1 or 2) 1. 0 One Hundred Percent (100%) exemption for three years on the actual value added by improvements; 2. —WA partial exemption on the actual value added by improvements according to the following schedule: a. First Year---------80% b. Second Year----70% c. Third Year--------60% d. Fourth Year-----50% e. Fifth Year-------40% f. Sixth Year--------40% g. Seventh Year----30% h. Eighth Year-------30% i. Ninth Year---------20% j. Tenth Year---20% Note: Residentially assessed properties receiving the CURA tax abatement incentive will not receive tax abatement on school district taxes. Therefore, all residential properties will pay the school district portion of the property taxes effective July I, 2024. C. What was the nature of the unprovemenl(s)? 1,1 Q as n si c 7� a.r SisASkt-C-4.4, i/ fit e.1_1-& D. Hillis is not a single-family dwelling unit, which you own and reside in, will these improvements create a displacement of your tenants? Yes K No E. What was the cost of the improvement? 3oq 000 , 0 0 F. Estimated or actual date of completion of these improvements? QC-T- -3 < 2 .o Z 4 Note: The improvements to your home or business may not change the assessed value. Note: City Council approval does not guarantee tax exemptions. The application must be reviewed and approved by tite Black Hawk County Assessor's Office for criteria eligibility. DO NOT Write Below this line — Office Use Only G. City of Waterloo Building and Inspections Department lnfomtation: Permit Number: 1AZ/1 (rkk o Date permit was issued: S71 'tu241- Total pennit(s) valuation: l St CITY OF WATERLOO OFFICE USE ONLY APPROVED DATED: DENIED f BLACK HAWK COUNTY ASSESSOR OFFICE USE ONLY RESOLUTION NO: APPROVED DATED: T.J. Koenigsfeld DENIED Black Ilawk County Assessor Page 29 of 551 04590 180 270 Feet Esri Communi, Maps Contributors, Iowa MNR, © OpenStreetMap, Microsoft, Esri, TomTori, Garmin, SafeGraph, Geo chnologies, Inc, METI/NA A, U S,� EPA, NPS, US Census Bureau, USDA, U1 FWS, Sources: Esri, Maxar, irbus DS, USGS, NGA, NASA, CGI/yR, N Robinson, NCEAS, NLS/ OS, NMA, Geodatastyrelsen, Rijkswaterstaat, GS Geoland, FEMA, Intermap,/and t 7rcomr ge 3C of 55•1 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Planning & Zoning Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Resolution approving the request by Troy Seemann, for tax exemptions on the construction of a new single-family house valued at $280,000.00, for property located at 2230 Independence Avenue and located in the Consolidated Urban Revitalization Area (CURA). RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION The Planning, Programming, and Zoning Commission staff has reviewed this application and feels that the project qualifies for exemptions from taxes on the actual value added to the commercial property under the Consolidated Urban Revitalization Area Plan. NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES Strategy 3.8: Continue efforts to foster new investments and development in City's Urban Renewal Areas (TIF Districts) and the Consolidated Urban Revitalization Area (CURA). IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES N/A ALTERNATIVE ACTION LEGAL DESCRIPTION The West One -Half of the North Five (5) acres of the East One -Quarter of the Northwest Quarter of the Northwest Quarter of Section No. Twenty-nine (29) Township No. 89 North, Range Twelve (12) West of the Fifth Principal Meridian in Black Hawk County, Iowa Page 31 of 551 ATTACHMENTS 1. 2230 Independence Ave Form+ExhibitA 2. 2230 Independence Ave Map Page 32 of 551 For Office Use Only u Date Received: /4761 /X Received by: 1,5 Staff to make a copy for applicant CONSOLIDATED URBAN REVITALIZATION AREA APPLICATION FOR PROPERTY TAX EXEMPTION FOR IMPROVEMENTS UNDER THE PROVISIONS OF THE CONSOLIDATED URBAN REVITALIZATION AREA PLAN ADOPTED BY THE CITY COUNCIL OF THE CITY OF WATERLOO. The Consolidated Urban Revitalization Area (CURA) allows property tax exemptions on improvements to property located within its boundaries that meet the following criteria: 1. At least a 10% improvement to the value of the residential property. At least a 15% improvement to the value of commercial property if a building was previously on the site. If commercial property was previously vacant, all actual value added by the improvements is eligible for tax exemption. 2. Be located within the CURA boundaries (a map of which can be obtained from the City of Waterloo Community Planning & Development Department.) 3. This application must be filed with City prior to the 1" working day of Februaj following the year when the improvements are completed to comply with the timeline of the State Code of Iowa, Section 404.4 unnumbered paragraph 2. However, a single application may be filed upon completion of an entire project requiring more than one year to construct or complete, providing prior approval has been granted by the City Council or County Board of Supervisors. Please fill out the following information for your application to be submitted to the City Council. NAME: -1-K2 <-•\ (.5 EL M\V\ SIGNATURE: V/N ADDRESS: ZZ,3 p fir► 0 t f ctti to t r‘c pidL EMAIL: TELEPHONE: 311 - Z3 5 - $ $ 0 4 DATE: A. What is the Address of the property being improved? Z L3 P 1 ri tri f1 t7 £ n C What is the Leval fe.cct ivlion of the property? (May be available at County Recorder's Office on 2nd floor of the Courthouse)? (3e "��til�'‘L B. Indicate desired exemption schedule: (1 or 2) I. One Hundred Percent (100%) exemption for three years on the actual value added by improvements; 2. X A partial exemption on the actual value added by improvements according to the following schedule: a. First Year 80% d. Fourth Year 50% g. Seventh Year 30% b. Second Year 70% e. Fifth Year 40% h. Eighth Year 30% c. Third Year 60% f. Sixth Year 40% i. Ninth Year 20% j. Tenth Year 20% C. What was the nature of the improvement(s)? ,ctcc% /Q WL D. City of Waterloo Bpi)tl'n nd Inspections Department Information: fj(� Permit Number: Date permit was issued: 1 1- o� 'total permit(s) valuation; } AO E. What was the cost of the improvement? Q ? 0 D U 04,444-1-- F. Estimated or actual date of completion of these improvements? lj1 'we_ 3\r %23 G. If this is not a single-fatnily dwelling unit, which you own and reside in, will these improvements create a displacement of your tenants? Yes No Note: The improvements to your home or business may not change the assessed value. Note: City Council approval does not guarantee tax exemptions. The application must be reviewed and approved by the Black Hawk County Assessor's Office for criteria eligibility. Page 33 of 551 Exhibit A The West One -Half of the North Five (5) acres of the East One -Quarter of the Northwest Quarter of the Northwest Quarter of Section No. Twenty-nine (29) Township No. 89 North, Range Twelve (12) West of the Fifth Principal Meridian in Black Hawk County, Iowa Page 34 of 551 NORTHEAST -DR INDEPENDENCE AVE INDEPAVEENCE INDEPENDENCE AVE a 0 INDEPENDENCE AVE 2230 Independence Ave 0 0 x Esri Community Maps CorrtiribLto Esri, TomTom, Garmin, SeG ap EPA, NPS, US Census Bur6u, US USGS, NGAaNASA, rs, h, Di Iowa DNR, © OpenStreetMap, Microsoft, SeoTechnologies, Inc, METI/NASA, USGS, , USFWS, Sources: Esri, Maxar, Airbus DS, CZAR, N Robinson, NCEAS, NLS, OS, NMA, 04590 180 270 Feet Geodatastyrelsen, Rijkswaterstazt, GSA, Geoland, FEMA, Intermap, and t user comr Para 2 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Planning & Zoning Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Resolution approving the request by Chris Fischels, for tax exemptions on the construction of a new commercial building valued at $170,000.00, for property located at 1809 Black Hawk Street and located in the Consolidated Urban Revitalization Area (CURA). RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION The Planning, Programming, and Zoning Commission staff has reviewed this application and feels that the project qualifies for exemptions from taxes on the actual value added to the commercial property under the Consolidated Urban Revitalization Area Plan. NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES Strategy 3.8: Continue efforts to foster new investments and development in City's Urban Renewal Areas (TIF Districts) and the Consolidated Urban Revitalization Area (CURA). IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES N/A ALTERNATIVE ACTION LEGAL DESCRIPTION Hayes Addition Lot 7 Blk 16 ATTACHMENTS Page 36 of 551 1. 1809 Black Hawk St Form 2. 1809 Black Hawk St Map 3. 1809 Black Hawk St DA 4. 1809 Black Hawk St DA Amendment Page 37 of 551 For Office Use Only Date Received: C i Received by: Staff to make a copy for applicant CONSOLIDATED URBAN REVITALIZATION AREA APPLICATION FOR PROPERTY TAX EXEMPTION FOR IMPROVEMENTS UNDER THE PROVISIONS OF THE CONSOLIDATED URBAN REVITALIZATION AREA PLAN ADOPTED BY THE CITY COUNCIL OF THE CITY OF WATERLOO. The Consolidated Urban Revitalization Area (CURA) allows property tax exemptions on improvements to property located within its boundaries that meet the following criteria: I. At least a 10% improvement to the value of the residential property. At least a 15% improvement to the value of commercial property ifa building was previously on the site. If commercial property was previously vacant, all actual value added by the improvements is eligible for tax exemption. 2, Be located within the CURA boundaries (a map of which can be obtained from the City of Waterloo Community Planning & Development Department.) 3, This application must be filed with City prior to the I" working day of February following the year when the improvements are completed to comply with the timeline of the State Code of Iowa, Section 404.4 unnumbered paragraph 2. However, a single application may be filed upon completion of an entire project requiring more than one year to construct or complete, providing prior approval has been granted by the City Council or County Board of Supervisors. 4, Commercial properties must have a development agreement with the City that includes a minimum assessment agreement Please fill out the following information for your application to be submitted to the City Council. NAME: t� �a'`v5 �-s ADDRESS: go BD;K a03 TELEPHONE: 3 - g3O'S C7 SIGNATURE: EMAIL: Ci.* t^1 5 P DATE: 9_ r 5-rb A. What is the Address of the property being improved? ! 4 1 'i ,,,ck ¥ \. Ct.t,.J c. c6* What is the Legal Description of the property? (May be available at County Recorder's Office on 2"" floor of the Courthouse)? �a�7uS fn&th ice. L*;- 7 '% ilr. B. Indicate desired exemption schedule: (I or 2) 1. One Hundred Percent (100%) exemption for three years on the actual value added by improvements; 2, ,, A partial exemption on the actual value added by improvements according to the following schedule: a. First Year-•--------80% b. Second Year----10% c, Third Year--•----60% d. Fourth Year 50% e. Fifth Year40% f Sixth Year40% g. Seventh Year---30% h. Eighth Year 30% i. Ninth Year-- 20% j. Tenth Year20% Note: Residentially assessed properties receiving the CURA lax abatement incentive will not receive tax abatement on school district taxes. Therefore, all residential properties will pay the school district portion of the properly taxes effective July 1, 2024. C. What was the nature of the improvement(s)? 4Y 2W [o hS�-r�r�+4.ip v� D. If this is not a single-family dwelling unit, which you own and reside in, will the -se improvements create a displacement of your tenants? Yes No E. What was the cost of the improvement? . _ _ _l /C:3 r F. Estimated or actual date of completion of these improvements? Note: The improvements to your home or business may not change the assessed value. Note: City Council approval does not guarantee tax exemptions, The application must be reviewed and approved by the Black Hawk County Assessor's Office for criteria eligibility. DO NOT Write Below this line— Office Use Only G City of Waterloo Building and Inspections Department Information: Permit Number: Date permit was issued: (I (Z3/io2L Total permit(s) valuation: 17 5/ Q 10 CITY OF WATERLOO OFFICE USE ONLY APPROVED DENIED DATED: RESOLUTION NO: BLACK HAWK COUNTY ASSESSOR OFFICE USE ONLY APPROVED DENIED DATED: T.J. Koenigsfeld Black Hawk County Assessor Page 38 of 551 4590 180 270 Feet 1809 Black Hawk St Esri Community Maps Con r ibtors, Iowa DNR, © t.-nStreetMap, Microsoft, Esri, TomTom, Garmin, Safeuraph, GeoTechnolo.ies, In METI/NASA, USGS, EPA, NPS, US C.nsus Bureau, USDA, USFWS,c ources: Esri l4xar, Airbus DS, ��USGS, NGA'NASA, CGIAR, 0/obinson, NCEAS,CljL--S, OS, NMA, Geodatasty fen, Rijkserstaat, GSA, *land, FEMA, Intermap,�i�t user corer Page 3c of oN I111111111111tlYEmmmWPIINININl9111111111 a * 64-1 cif. Wa- tOW Prep red by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50704 Doc ID. 010006770025 Type GEN Recorded: 11/20/2020 at 03:23:30 PM Fee Amt: $127.00 Page 1 of 25 Black Hawk County Iowa SANDIE L. SMITH RECORDER Fi1e2021-00011025 Phone (319) 234-5701 DEVELOPMENT AGREEMENT (Phased Development) This Development Agreement (the "Agreement") is entered into as of .akAsA , 2020 by and between 5 Bees, LLC (the "Company") and the City of Waterloo, Iowa (the "City"). RECITALS A. In furtherance of the objectives of Chapter 403 of the Code of Iowa, 2015, as amended (the "Urban Renewal Act"), City is engaged in carrying out urban renewal project activities in an area known as the Rath Urban Renewal and Redevelopment Plan Area ("Urban Renewal Area"). B. Company is willing and able to finance and construct buildings and related improvements on property located in the Urban Renewal Area. C. City considers economic development within the City a benefit to the community and is willing for the overall good and welfare of the community to provide financial incentives so as to encourage that goal. City believes that the development of the Property (defined below) is in the vital and best interests of the City and in accordance with the public purposes and provisions of the applicable State and local laws and requirements under which the project has been undertaken and is being assisted. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Sale of Property. Within 30 days from the date of this Agreement, City shall convey to Company, for the sum of $1.00, the real property described on Exhibit "A" attached hereto (the "Property"). Conveyance shall be by special warranty deed, free and clear of all encumbrances arising by or through City except: (a) easements, conditions and restrictions of record; (b) current and future real estate real property taxes and assessments subject to the agreements made herein; (c) general utility and (7) Page 40 right-of-way easements serving the Property; and (d) restrictions imposed by the City zoning ordinances, or other applicable law. 2. Phased Development. The parties contemplate that Company will develop the Property and other nearby properties in phases, each of which is generally described as follows, although more detailed plans for each phase will be developed at one or more future dates: A. Phase 1. Demolition of existing structure on the Property and construction of a new commercial building of no less than 3,000 square feet. B. Phase 2. Interior and exterior improvements to an existing building on property at 1813 Black Hawk Street, Waterloo. C. Phase 3. Demolition of existing structure at 175 W. 16th Street, Waterloo (the "Phase 3 Lot") and construction of a new commercial building of no less than 3,000 square feet. D. Phase 4. Construction of a commercial building of no less than 6,500 square feet on parcel no. 8913-25-453-005 at the corner of Black Hawk Street and W. 18th Street (the "Phase 4 Lot"). Properties corresponding to Phases 2-3 are referred to as "Developer Properties," and the Property, Developer Properties and Phase 4 Lot are referred to as "Project Properties." For each phase, City may require that Company submit specific building designs and site plans for City review and approval. Improvements to the Project Properties completed within the schedule established by Section 5 below will be eligible for the benefits provided for in this Agreement, and any Phase of the Improvements not completed within the prescribed period will not be eligible for said benefits. 3. Improvements by Company. Company shall construct on the Project Properties the improvements described in Section 2 above, and related landscaping, paving, signage and parking improvements (collectively, the "Improvements"). Company agrees that the Improvements shall be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all applicable City, state, and federal building codes and shall 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 Project Properties, the Improvements, and all site preparation and development - related work to make the Project Properties usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project". 4. Timeliness of Construction; Possibility of Reverter. The parties agree that Company's commitment to undertake the Project and to construct the Improvements in a timely manner constitutes a material inducement for the City to 2 Page 41 of 551 extend the development incentives provided for in this Agreement, including but not limited to its commitment to convey the Property and the Phase 4 Lot to Company, and that without said commitment City would not have done so. A. Deadlines to commence and complete. Subject to Unavoidable Delays (defined below), Company must obtain all permits to demolish the existing structure on the Property and to construct the Phase 1 Improvements so that construction on Phase 1 Improvements begins by April 1, 2021 (the "Phase 1 Start Date") and is completed no later than April 30, 2022 (the "Phase 1 Completion Deadline"). Phase 2 Improvements must be substantially completed by December 31, 2023, and Phase 3 Improvements must be substantially completed by December 31, 2024. Company must begin construction of Phase 4 Improvements within 12 months after City conveys the Phase 4 Lot to Company (the "Phase 4 Start Date) and must substantially complete such Improvements by December 31, 2026 or within 24 months after City conveys title to the Phase 4 Lot to Company, whichever is later (the "Phase 4 Completion Deadline"). For any phase, substantial completion of construction shall be evidenced by issuance of an occupancy permit. B. Events triggering reverter of title. (i) Subject to Unavoidable Delays as set forth below, if Company has not, in good faith, begun the construction of Phase 1 Improvements and Phase 4 Improvements by the corresponding Phase Start Date, then City may terminate this Agreement as to such phase area and title to such phase area shall revert to the City, except as may be provided in this Agreement; provided, however, that if construction has not begun by the applicable Phase Start Date but the development of the Project as to such phase is still imminent, the City Council may, but shall not be required to, consent to an extension of time for the construction of the phase Improvements, and if an extension is granted but construction of the phase Improvements has not begun within such extended period, then City may terminate this Agreement as to such phase area(s) and title to the applicable phase area(s) shall revert to the City after the end of said extended period. In the event of any termination, City shall have no further obligations under this Agreement with respect to any affected phase area. (ii) If Company determines at any time that the Project, in whole or in part, is not economically feasible, then after giving thirty (30) days' advance written notice to City, Company may convey the applicable undeveloped phase area(s) to City by special warranty deed, free and clear of any lien, claim, or encumbrance arising by or through Company, and thereupon neither party shall have any further obligation under this Agreement with respect to any such phase area conveyed, except as expressly provided. In connection with any conveyance to City, Company shall pay in full, so as to discharge or satisfy, all liens, claims, charges, and encumbrances on or against any Project Property deeded to City. 3 Page 42 of 551 (iii) If development has commenced within the required period or any extended period and is stopped and/or delayed as a result of an act of God, war, civil disturbance, court order, labor dispute, fire, or other cause beyond the reasonable control of Company, the requirement that construction of any phase or of the entire Project shall be tolled for a period of time equal to the period of such stoppage or delay, and thereafter if construction is not completed within the allowed period of extension then title to the phase area(s) shall revert to City. 5. Reverter of Title; Indemnity. In the event of any reverter of title, Company agrees that it shall, at its own expense, promptly execute all documents, including but not limited to a special warranty deed, or take such other actions as the City may reasonably request to effectuate said reverter and to deliver to City title to the reverted Project Property that is free and clear of any lien, claim, or encumbrance arising by or through Company. Company shall pay in full, so as to discharge or satisfy, all liens, claims, charges, and encumbrances on or against such property. Appointment of Attorney in Fact: If Company fails to deliver such documents, including but not limited to a special warranty deed, to City within thirty (30) days after written demand by City, then City shall be authorized to execute, on Company's behalf and as its attorney -in -fact, the special warranty deed required by this Section, and for such limited purpose Company does hereby constitute and appoint City as its attorney - in -fact. Company further agrees that it shall indemnify City and hold it harmless with respect to any demand, claim, cause of action, damage, cost, expense, liability or injury made, suffered, or incurred as a result of or in connection with the Project, or Company's failure to carry on or complete same, or any lien, claim, charge, or encumbrance on or against the reverted Project Property of any type or nature whatsoever that attaches to such property by virtue of Company's ownership of same. If City files suit to enforce the terms of this Agreement and prevails in such suit, then Company shall be liable for all legal expenses, including but not limited to reasonable attorneys' fees. Company's duties of indemnity pursuant to this Section shall survive the expiration, termination or cancellation of this Agreement for any reason. 6. Water and Sewer. Company will be responsible for extending water, sewer, telephone, telecommunications, electric, gas and other utility services to any location on the Project Property that Company desires and for payment of any associated connection fees. 7. Additional City Assistance. The incentives described in the following subsections of this Section 7 are in addition to the other Project incentives extended by City to Company hereunder. A. Development Grant; Contingent Repayment; Security. City will provide payments of up to $120,000.00 (the "Grant") to assist Company with acquisition of Developer Properties and Company's demolition activities thereon. The schedule of payment shall be as follows: 4 Page 43 of 551 1) $70,000.00 within thirty (30) days after the date of this Agreement; 2) $25,000.00 within thirty (30) days after Company provides to City proof of closing on Company's purchase of the Phase 3 Lot. 3) $25,000.00 within thirty (30) days after Company provides to City proof of completed demolition of existing structures on the Property and the Phase 3 Lot. If Company fails to complete the Project as required by Sections 2 and 3, then the Grant will be repayable to City at the rate of $30,000.00 for each Project phase that is not completed. Any amount repayable shall accrue interest at the rate of six percent (6%) per annum from and after the date of disbursement from City and continuing until repaid in full. As security for repayment of the Grant, Company shall either (a) provide a mortgage to City against the Project Properties, which City agrees to subordinate to any mortgage for acquisition or construction financing, or (b) obtain and keep in force one or more performance bonds in the amount of not less than $150,000.00 for each Project phase and one or more payment bonds that guarantee the timely payment of all materials, services and labor. If Company elects to maintain performance and payment bonds, then certificates or copies of said bonds shall be delivered to City, and until Project completion Company will not do or omit the doing of any act which would vitiate any bond. Upon completion of a Project phase, City shall release any mortgage against property corresponding to such phase, and Company may terminate any performance bond or payment bond corresponding to such phase. B. Phase 4 Lot. Within sixty (60) days after the date of this Agreement, City will terminate the existing lease for the Phase 4 Lot between City and 3 Little Lambs, LLC and shall enter into a new lease for the Phase 4 Lot with Company, substantially in the form attached hereto as Exhibit "B". Within thirty (30) days after the lapse, release or discharge of any and all tax liens, judgment liens or other liens affecting the Phase 4 Lot (anticipated to occur no later than May 2024), City shall convey the Phase 4 Lot to Company on the same terms as the conveyance described in Section 1 of this Agreement. C. Partial Tax Exemption. Because the Property is located in a designated Consolidated Urban Revitalization Area (CURA), the Property is eligible for tax exemption consistent with and to the extent provided for in Iowa law, provided that Company meets all requirements to qualify for such exemption. D. Vacated Alley. City agrees to take all steps necessary to vacate the alley behind the Property and to convey same to Company by quit claim deed concurrently with conveyance of the Property. 8. Minimum Assessment Agreement. Company acknowledges and agrees that it will pay when due all taxes and assessments, general or special, and all 5 Page 44 of 551 other charges whatsoever levied upon or assessed or placed against the Property. Company further agrees that prior to the date set forth in Section 2 of the Minimum Assessment Agreement (the "MAA") attached hereto as Exhibit "C" it will not seek or cause a reduction in the taxable valuation for the Property as improved pursuant to this Agreement, which shall be fixed for assessment purposes, below the amount of $150,000.00 (the "Phase 1 Minimum Actual Value"), through: either; (i) willful destruction of the Property, Improvements, or any part of (ii) a request to the assessor of Black Hawk County; or (iii) any proceedings, whether administrative, legal, or equitable, with any administrative body or court within the City, Black Hawk County, the State of Iowa, or the federal government. Company agrees to execute and deliver the MAA concurrently with execution and delivery of this Agreement. In connection with Phase 2 Improvements, Phase 3 Improvements, and Phase 4 Improvements, the parties will execute and record for each such phase a separate MAA to establish the Minimum Actual Value ("MAV") for such phase. The parties anticipate that the MAV for Phase 2 will be $100,000.00, the MAV for Phase 3 will be $150,000.00, and the MAV for Phase 4 will be $400,000.00. The total MAV will be not less than $800,000.00 for all combined phases of Improvements. 9. No Encumbrances; Limited Exception. Until completion of the Improvements, Company agrees that it shall not create, incur, or suffer to exist any lien, encumbrance, mortgage, security interest, or charge on the Project Properties, other than such mortgage or mortgages as may be reasonably necessary to finance Company's completion of the Improvements and of which Company notifies City in advance of Company's execution of any such mortgage. Company may not mortgage the Project Properties or any part thereof for any purpose except in connection with financing of the Improvements. 10. No Assignment or Conveyance. Company agrees that it will not sell, convey, assign or otherwise transfer, in whole or in part, its interest in any Project Property prior to completion of the applicable Project phase 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. 11. Additional Covenants of Company. In addition to the other promises, covenants and agreements of Company as provided elsewhere in this Agreement, Company agrees as follows: A. Company agrees during construction of the Improvements and thereafter until the MAA termination date to maintain, as applicable, builder's risk, property damage, and liability insurance coverages with respect to the 6 Page 45 of 551 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 substantial completion of the Improvements, 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. Each Project Property will have a taxable value as set forth in the corresponding MAA, and Company agrees that the minimum actual value of such property and completed Improvements thereon as stated in the MAA will be a reasonable estimate of the actual value of the such property and related Improvements for ad valorem property tax purposes. Company agrees that it will spend enough in construction of the Improvements that, when combined with the value of the Project Property and related site improvements, will equal or exceed the assessor's minimum actual value for such Project Property and Improvements as set forth in the MAA. D. Until termination of an MAA, Company will maintain, preserve and keep the Project Properties, including but not limited to the related Improvements, in good repair and working order, ordinary wear and tear excepted, and from time to time will make all necessary repairs, replacements, renewals and additions. E. Company shall pay, or cause to be paid, when due, all real property taxes and assessments payable with respect to any and all parts of the Project Properties owned by it. Company agrees that (1) it will not seek administrative review or judicial review of the applicability or constitutionality of any Iowa tax statute or regulation relating to the taxation of real property that is determined by any tax official to be applicable to the Project Properties or to Company, or raise the inapplicability or constitutionality of any such tax statute or regulation as a defense in any proceedings of any type or nature, including but not limited to delinquent tax proceedings, and (2) it will not seek any tax deferral, credit or abatement, either presently or prospectively authorized under Iowa Code Chapter 403 or 404, or any other state law, of the taxation of real property included within the Project Properties. 12. 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 Project Properties and/or project area, all of which must be completed within 120 days from the date this Agreement is approved by the City council. If such completion does not occur, then this Agreement shall be deemed canceled and shall be null and void. 13. Representations and Warranties of City. City hereby represents and warrants as follows: 7 Page 46 of 551 A. City is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Each person who executes and delivers this Agreement and all documents to be delivered hereunder is and shall be authorized to do so on behalf of City. 14. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. It is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good standing under the laws of the State of Iowa. B. It has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement. C. This Agreement has been duly and validly authorized, executed and delivered by Company and, assuming due authorization, execution and delivery by the other parties hereto, is in full force and effect and is a valid and legally binding instrument of Company that is enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. D. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization or operating agreement of Company or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Company is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. E. There are no actions, suits or proceedings pending or threatened against or affecting Company in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Company or which in any manner raises any questions affecting the validity of the Agreement or Company's ability to perform its obligations under this Agreement. 15. 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 8 Page 47 of 551 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. 16. 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 Project Properties or resulting from any defect in the Improvements. The indemnified parties shall not be liable for any damage or injury to the persons or property of Company or its directors, officers, employees, contractors or agents, or any other person who may be about the Project Properties 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 term or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by Company against the City to enforce its rights under this Agreement), or (2) the acquisition and condition of the Property or the Phase 4 Lot and the construction, installation, ownership, and operation of the Improvements, or (3) any hazardous substance or environmental contamination located in or on the Property or Phase 4 Lot, but only to the extent such liability has not been previously transferred to and accepted by the City in writing. C. The provisions of this Section shall survive the expiration or termination of this Agreement. 17. 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; 9 Page 48 of 551 B. Transfer by Company of any interest (either directly or indirectly) in the Improvements, the Property, the Phase 4 Lot, or this Agreement, without the prior written consent of City; C. Failure by Company to pay, before delinquency, all ad valorem property taxes levied on or against any of the Project Properties; D. Failure by any party hereto to substantially observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement or an MAA; E. Company (1) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the federal bankruptcy law or any similar state law; (2) makes an assignment for the benefit of its creditors; (3) admits in writing its inability to pay its debts generally as they become due; (4) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of Company as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of Company, or part thereof, shall be appointed in any proceedings brought against Company and shall not be discharged within ninety (90) days after such appointment, or if Company shall consent to or acquiesce in such appointment; or (5) defaults under any mortgage applicable to any of Project Properties. F. Any representation or warranty made by Company in this Agreement, or made by Company in any written statement or certificate furnished by Company pursuant to this Agreement, shall prove to have been incorrect, incomplete or misleading in any material respect on or as of the date of the issuance or making thereof. 18. Remedies. A. Default by Company. Whenever any Event of Default in respect of Company occurs and is continuing, the City may terminate this Agreement. Before exercising such remedy, City shall give 30 days' written notice to Company of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or the Event of Default cannot reasonably be cured within 30 days and Company shall not have provided assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible. Upon termination, City may exercise any and all remedies available at law, equity, contract or otherwise for recovery of any sums paid by City to Company before the date of termination or to recover ownership of the Property and/or Phase 4 Lot as set forth in this Agreement. B. Default by City. Whenever any Event of Default in respect of Company occurs and is continuing, Company may take such action against City 10 Page 49 of 551 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. Remediesunder 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. 19. Performance by City. Company acknowledges and agrees that all of the obligations of City under this Agreement shall be subject to, and performed by City in accordance with, all applicable statutory, common law or constitutional provisions and procedures consistent with City's lawful authority. All covenants, stipulations, promises, agreements and obligations of City contained in this Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of City and not of any governing body member, officer, employee or agent of City in the individual capacity of such person. 20. No Third -Party Beneficiaries. No rights or privileges of any party hereto shall inure to the benefit of any contractor, subcontractor, material supplier, or any other person or entity, and no such contractor, subcontractor, material supplier, or other person or entity shall be deemed to be a third -party beneficiary of any of the provisions of this Agreement. 21. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight air courier service, by United States registered or certified mail, postage prepaid, or by 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 P.O. Box 655, Waterloo, IA 50704, Attention: Jonathan Brundrett. Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, (iii) 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 11 Page 50 of 551 transmission was successful. A party may change the address for giving notice by any method set forth in this Section. 22. No Joint Venture. Nothing in this Agreement shall, or shall be deemed or construed to, create or constitute any joint venture, partnership, agency, employment, or any other relationship between the City and Company nor to create any liability for one party with respect to the liabilities or obligations of the other party or any other person. 23. Amendment, Modification, and Waiver. No amendment, modification, or waiver of any condition, provision, or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound or by the duly authorized representative of same, and specifying with particularity the extent and 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. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 27. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 28. Entire Agreement. This Agreement 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. 29. Time of Essence. Time is of the essence of this Agreement. 12 Page 51 of 551 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. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 27. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 28. Entire Agreement. This Agreement 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. 29. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA By: Quentin M. Hart, Mayor Attest: 5 BEES, LLC than Brundrett, Vr and Spey ial Projects Director PERSONAL GUARANTY. The undersigned, being either an officer, shareholder, manager, or member of Company, hereby agree for themselves and their heirs, personal representatives, and assigns, to unconditionally guarantee to City, its successors and assigns, the full and prompt performance by Company, its successors and assigns, of all 13 Page 52 of 551 promises and covenants on the part of Company to be performed pursuant to the foregoing Agreement, including but not limited to the duties of indemnity set forth therein. Liability of guarantors hereunder is joint and several. Will Brundrett nthan Brundrett 14 Page 53 of 551 EXHIBIT "A" Hayes Addition, Lot 7, Block 16, Waterloo, Black Hawk County, Iowa Page 54 of 551 EXHIBIT "B" BUSINESS PROPERTY LEASE This Business Property Lease (the "Lease") is made and entered into as of 1_0'1 13 , 2020, by and between the City of Waterloo, Iowa, an Iowa municipal corporation ("Landlord"), whose address for the purpose of this Lease is 715 Mulberry Street, Waterloo, Iowa, 50703, and 5 Bees, LLC ("Tenant"), whose address for the purposes of this Lease is P.O. Box 655, Waterloo, Iowa, 50704. 1. PREMISES AND TERM. The Landlord, in consideration of the rents herein reserved and of the agreements and conditions herein contained, on the part of the Tenant to be kept and performed, leases unto the Tenant and Tenant hereby rents and leases from Landlord, according to the terms and provisions herein, the following described real estate, situated in Black Hawk County, Iowa, to wit: Tax parcel no. 8913-25-453-005, in Waterloo, Iowa, at the northwesterly corner of Black Hawk Street and W. 18th Street, as legally described on Exhibit "A", with the improvements thereon and all rights, easements, and appurtenances thereto belonging, for a term commencing upon the date hereof and continuing until and including December 31, 2024, upon the condition that the Tenant pays rent therefor, and otherwise performs as provided in this Lease. 2. RENTAL. Tenant agrees to pay to Landlord as rental for said term, as follows: $ 1.00 , in advance, due upon signing of this Lease. 3. POSSESSION. Tenant shall be entitled to possession on the first day of the term of this Lease and shall yield possession to the Landlord at the time and date of the close of this Lease term, except as herein otherwise expressly provided. 4. USE OF PREMISES. Tenant covenants and agrees during the term of this Lease to use and to occupy the leased premises only for lawful purposes in its current condition. 5. QUIET ENJOYMENT. Landlord covenants that its estate in said premises is fee simple and that the Tenant on paying the rent herein reserved and performing all the agreements by the Tenant to be performed as provided in this Lease, shall and may peaceably have, hold and enjoy the demised premises for the term of this Lease free from molestation, eviction or disturbance by the Landlord or any other persons or legal entity whatsoever, except as otherwise provided herein. 6. CARE AND MAINTENANCE OF PREMISES. Tenant takes said premises in their present condition. Landlord shall have no duty whatsoever to care for or maintain the premises or any part thereof. Tenant will make no unlawful use of said premises and agrees to comply with all valid regulations of the Board of Health, municipal ordinances, the laws of the State of Iowa and the federal government, but this provision shall not be construed as creating any duty by Tenant to members of the general public. Tenant will not allow trash of any kind to accumulate on said premises, and it will remove same from the premises at its own expense. Tenant shall, after taking possession of said premises and until the termination of this Lease and the actual removal from the premises, at its own expense, care for and maintain the premises in a reasonably safe and serviceable condition consistent with its own needs and pursuant to applicable law, ordinance or regulation. Tenant shall make no structural improvements without the Landlord's prior written approval of the plans and specifications therefor. Tenant shall be responsible for all necessary upkeep of lawns and grounds to keep the premises well - maintained. Tenant shall be responsible to clear ice and snow from all sidewalks on or abutting the premises. 7. FACILITY SERVICES. Tenant, during the term of this Lease, shall pay before delinquency all charges for use of telephone, water, sewer, gas, electricity, power, garbage or trash disposal, and all other utilities or services of whatever kind and nature which may be used in or upon the leased premises. 15 Page 55 of 551 8. END OF TERM. This Lease shall terminate upon expiration of the original term in accordance with Section 1. Tenant agrees that upon the termination of this Lease it will surrender, yield up and deliver the leased premises as required by Sections 3 and 4. Tenant shall not continue to occupy the premises beyond the Lease term without the express prior written consent of Landlord. 9. ASSIGNMENT AND SUBLETTING. Tenant may assign this Lease or sublet the premises or any part thereof without the prior written consent of Landlord, but in any such instance shall provide written notice of such assignment or sublease to Landlord. 10. PROPERTY TAXES. The Property is currently tax exempt. Tenant shall be responsible to pay before delinquency any general property taxes that may be assessed against the Property during the Term hereof. 11. INSURANCE. (a) Tenant agrees that it will at its own expense procure and maintain commercial general liability insurance in the amount of not less than $1,000,000 per occurrence and $1,000,000 annual aggregate. Such insurance shall cover liability arising from premises operations, independent contractors, personal injury, products, and completed operations and liability assumed under an insured contract, including but not limited to the activities of Tenant, its employees and agents. Certificates or copies of said policies, naming the Landlord as an additional insured, and providing for thirty (30) days' advance notice to the Landlord before cancellation, shall be delivered to the Landlord within no later than the date that Tenant begins to occupy the leased premises. A renewal certificate shall be provided to Landlord prior to expiration of any policy. (b) Tenant will not do or omit the doing of any act which would vitiate any insurance, or increase the insurance rates in force upon the real estate improvements on the premises or upon any personal property of the Tenant upon which the Landlord by law or by the terms of this Lease, has or shall have a lien. (c) Tenant further agrees to comply with recommendations of Iowa Insurance Services Office, or its successor office, and to be liable for and to promptly pay, as if current rental, any increase in insurance rates on said premises and on the building of which said premises are a part, due to increased risks or hazards resulting from Tenant's use of the premises otherwise than as herein contemplated and agreed. 12. INDEMNITY. Except as to any negligence of the Landlord or its agents in the performance of any obligation of Landlord under this Lease, and to the extent not covered by insurance maintained by Landlord or Tenant, Tenant will protect, indemnify, and save harmless the Landlord, its officers, officials, employees, and agents, from and against any and all claims, demands, causes of action, loss, costs, expenses, damages and liabilities of any type or nature (including but not limited to attorneys' fees and expenses) (each of the foregoing is a "Claim") occasioned by, or arising out of, any accident or other occurrence causing or inflicting injury and/or damage to any person or property, happening or done, in, upon, or about the leased premises, or due directly or indirectly to the tenancy, use, or occupancy thereof, or any part thereof by the Tenant or any person claiming through or under the Tenant. The foregoing indemnity shall include, but is not limited to, Claims of Tenant or any third party for loss, damage or destruction of any personal property or fixtures left on the premises after termination of the tenancy. The provisions of this paragraph shall survive the expiration, abandonment, or termination of this Lease. 13. FIRE AND CASUALTY. In the event of a destruction or damage of the leased premises so that Tenant is not able to conduct its business on the premises, and which damages cannot be repaired within sixty (60) days, this Lease may be terminated at the option of either the Landlord or Tenant. Such termination in such event shall be effected by written notice of one party to the other, within twenty (20) days after such destruction. Tenant shall surrender possession within ten (10) days after such notice issues and, each party shall be released from all future obligations hereunder, Tenant paying rental pro rata only to the date of such destruction. 14. CONDEMNATION. N/A. 15. TERMINATION OF LEASE AND DEFAULTS OF TENANT. (a) TERMINATION UPON EXPIRATION OR UPON NOTICE OF DEFAULTS. This Lease shall terminate upon expiration of the demised term. Upon default by Tenant in accordance with the terms and provisions of this Lease, or upon Tenant's abandonment of the premises by failure to engage in business activities on the premises for more than fourteen (14) consecutive 16 Page 56 of 551 business days, this Lease may at the option of the Landlord be canceled and forfeited, provided, however, before any such cancellation and forfeiture Landlord shall give Tenant a written notice specifying the default, or defaults, and stating that this Lease will be canceled and forfeited ten (10) days after the giving of such notice, unless such default, or defaults, are remedied within such grace period. As an additional optional procedure or as an alternative to the foregoing (and neither being exclusive of the other), Landlord may proceed as provided in paragraph 22 below. (b) Waiver as to any default shall not constitute a waiver of any other or subsequent default. 16. RIGHT OF EITHER PARTY TO MAKE GOOD ANY DEFAULT OF THE OTHER. N/A. 17. SIGNS. Tenant shall have the right and privilege of attaching, affixing, painting, or exhibiting signs on the leased premises, provided only that any and all signs shall comply with the ordinances of the municipality in which the property is located and with the laws of the State of Iowa. 18. MECHANIC'S LIENS. Neither the Tenant nor anyone claiming by, through, or under the Tenant, shall have the right to file or place any mechanic's lien or other lien of any kind or character whatsoever upon said premises or upon any building or improvement thereon, or upon the leasehold interest of the Tenant therein, and notice is hereby given that no contractor, subcontractor, or anyone else who may furnish any material, service, or labor for any building, improvements, alteration, repairs, salvaging or any part thereof, shall at any time be or become entitled to any lien thereon, and for the further security of the Landlord, the Tenant covenants and agrees to give actual notice thereof in advance to any and all contractors and subcontractors who may furnish or agree to furnish any such material, service, or labor. 19. LANDLORD'S LIEN AND SECURITY INTEREST. Landlord shall have, in addition to the lien given by law, a security interest as provided by the Uniform Commercial Code as codified in the State of Iowa upon all personal property, and all substitutions, replacements, accessories, and accessions thereto and thereof, kept and used on the leased premises by Tenant. Landlord may proceed at law or in equity with any remedy provided by law or by this Lease for the recovery of rent or for termination of this Lease because of Tenant's default in its performance. 20. SUBSTITUTION OF EQUIPMENT, MERCHANDISE. ETC. Tenant shall have the right, from time to time during the term of this Lease, to sell or otherwise dispose of any personal property of the Tenant situated on the leased premises, when in the judgment of the Tenant it shall have become obsolete, outworn, or unnecessary in connection with the operation of Tenant's business on the leased premises. 21. OTHER PROVISIONS. (a) The parties acknowledge that the leased premises are subject to several federal tax liens and/or judgment liens arising from a prior owner, which by the passage of time will lapse in 2024. If before the date of lapse any lien holder takes action to enforce its lien, Landlord agrees to work diligently to seek a release or discharge of such lien. After lapse, release or discharge of all liens, Landlord shall convey the leased premises to Tenant pursuant to the terms of a development agreement between the parties. 22. RIGHTS CUMULATIVE. The various rights, powers, options, elections, and remedies of either party as provided in this Lease shall be construed as cumulative and no one of them as exclusive of the others or exclusive of any rights, remedies, or priorities allowed either party by law, and shall in no way affect or impair the right of either party to pursue any other equitable or legal remedy to which either party may be entitled as long as any default remains in any way unremedied, unsatisfied, or undischarged. 23. NOTICES AND DEMANDS. Notices as provided for in this Lease shall be given to the respective parties hereto at the respective addresses designated on page one of this Lease unless either party notifies the other, in writing, of a different address. Without prejudice to any other method of notifying a party in writing or making a demand or other communication, such message shall be considered given under the terms of this Lease when sent, addressed as above designated, postage prepaid, by registered or certified mail, return receipt requested, by the United States mail and so deposited in a United States mail box. 17 Page 57 of 551 24. BINDING EFFECT. Each and every covenant and agreement herein contained shall extend to and be binding upon the respective heirs, personal representatives, successors, and assigns of the parties hereto; except that if any part of this Lease is held in joint tenancy, the successor in interest shall be the surviving joint tenant. 25. CHANGES TO BE IN WRITING. None of the covenants, provisions, terms, or conditions of this Lease to be kept or performed by Landlord or Tenant shall be in any manner modified, waived, or abandoned, except by a written instrument duly signed by the parties and delivered to the Landlord and Tenant. This Lease contains the entire agreement of the parties and supersedes any and all discussions, negotiations, understandings, or agreements pertaining to the subject matter hereof. 26. CONSTRUCTION. Words and phrases herein, including acknowledgment hereof, shall be construed as in the singular or plural number, and as masculine, feminine, or neuter, according to the context. IN WITNESS WHEREOF, the parties hereto have duly executed this Business Property Lease as of the date first written above. LANDLORD TENANT City of Waterloo, Iowa 5 Bees, LLC By• Quentin Hart, Mayor Attest: 18 By: than Brundrett, VP an. Spial Pro -cts Director Page 58 of 551 EXHIBIT "1" Legal Description of Leased Premises HAYES ADDITION PARCEL I OF SE 1/4 SEC 25 T 89 R 13 LYING IN BLK 15 AND FORMALLY A PART OF PARCEL F AS SHOWN IN DOC 2007-014335 DESC AS COM AT SELY COR BLK 15 HAYES ADD TH N 49 DEG 01 MIN 25 SEC W 5 FT ALONG SLY LINE BLK 15 TO PT OF BEG TH N 24 DEG 27 MIN 43 SEC E 426.10 FT TO PT ON SWLY LINE OF PARCEL DEED B 545 P 381 PT BEING 75 FT NWLY OF ELY TERMINUS OF THAT LINE TH N 40 DEG 14 MIN 30 SEC W 154.78 FT ALONG PARCEL DESC CLD B 545 P 381 TH S 40 DEG 50 MIN 06 SEC W 259.58 FT ALONG A LINE PAR WITH AND 140 FT DISTANT TO ELY LINE BLK 16 HAYES ADD TO SLY LINE BLK 15 TH S 49 DEG 01 MIN 25 SEC E 222.28 FT ALONG SAID SLY LINE BLK 15 TO PT OF BEG EXC NWLY 45.94 FT IN EVEN WIDTH AS MEASURED ALONG NLY ROW LINE BLACK HAWK ST. 19 Page 59 of 551 EXHIBIT "C" MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement") is entered into as of 13. 'i -i , by and among the CITY OF WATERLOO, IOWA ("City"), 5 BEES, LLC ("Company"), and the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City and Company have entered into a development agreement (the "Development Agreement") regarding certain real property, described in Exhibit "A" thereto, located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company will undertake, or cause to be undertaken, the development of an area ("Project") within the Rath Urban Renewal and Redevelopment Plan area of the City; and WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the Company desire to establish a minimum actual value for the land and the building(s) pursuant to this Agreement and applicable only to the Project, which shall be effective upon substantial completion of the Project and from then until this Agreement is terminated pursuant to the terms herein and which is intended to reflect the minimum actual value of the land and buildings as to the Project only; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the improvements (the "Improvements") which the parties contemplate will be erected as a part of the Project. NOW, THEREFORE, the parties hereto, in consideration of the promises, covenants, and agreements made by each other, do hereby agree as follows: 1. Upon substantial completion of construction of the Improvements, the minimum actual value which shall be fixed for assessment purposes for the land and Improvements to be constructed thereon as a part of the Project shall not be less than $150,000.00 (the "Minimum Actual Value") until termination of this Agreement. The parties agree that construction of the Improvements will be substantially completed on or before December 31, 262-6 . If it is not, then the parties agree to execute an amendment to this Agreement that will extend the dates specified in Section 2 below. 2. The Minimum Actual Value herein established shall be of no further force and effect, and this Minimum Assessment Agreement shall terminate, on December 31, �0 3Z . Nothing herein shall be deemed to waive the Company's rights under Iowa Code 20 Page 60 of 551 § 403.6, as amended, to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall the Company seek or cause the reduction of the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. Nothing herein shall limit the discretion of the Assessor to assign at any time an actual value to the land and Improvements in excess of the Minimum Actual Value. 3. Company agrees that it will not seek administrative review or judicial review of the applicability or constitutionality of any Iowa tax statute or regulation relating to the taxation of real property included within the Property that is determined by any tax official to be applicable to the Property or to Company, or raise the inapplicability or constitutionality of any such tax statute or regulation as a defense in any proceedings. 4. This Agreement shall be promptly recorded by the City with the Recorder of Black Hawk County, Iowa. The City shall pay all costs of recording. 5. Neither the preambles nor provisions of this Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement. 6. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties, including but not limited to future owners of the Project property. CITY OF WATERLOO, IOWA 5 BEES, LLC By. Quentin M. Hart, Mayor Attest: Kelley Fe hle, City Clerk STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) athan Brundrett, VP Special Projects Direct On this day of e , 2020, before me, a Notary Public in and for the State of Iowa, 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 municipal corporation, created and 21 Page 61 of 551 existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said municipal corporation, and that said instrument was signed and sealed on behalf of said municipal corporation by authority and resolution of its City Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said municipal corporation by it and by them voluntarily executed. 4P(.1 A • ;era, • RI, 77 'o NANCY HIGBY COMMISSION NO.788229 MY COMMISSION EXPIRES 2-7-2 -- STATE OF IOWA ) ) ss. BLACK HAWK COUNTY ) Notary Public Acknowledged before me on , 2020 by Jonathan Brundrett as Vice President and Special Projects Director of 5 Bees, LLC. � TIM ANDERA 2 r COMMISSION NO. 772518 *mum* MY COMMISSION EXPIRES row, APRIL 11, 2021 Notary Public 22 Page 62 of 551 CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon which the improvements are to be constructed for the development, and being of the opinion that the minimum market value contained in the foregoing Minimum Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the property subject to the development, upon completion of improvements to be made on it and in accordance with the Minimum Assessment Agreement, certifies that the actual value assigned to such land, building and equipment upon completion of the development shall not be Tess than One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate, until termination of this Minimum Assessment Agreement pursuant to the terms hereof. essor for Black Hawk County, Iowa Date STATE OF IOWA ) ss. COUNTY OF BLACK HAWK ) Subscribed and sworn to before me onL�aC 2&" , by T.J. Koenigsfeld, Assessor for Black Hawk County, Ioowa. TIM AND ERA COMMISSION NO. 772518 MY CORM MISS 1O, 20N21PIRES Notary Public 23 Page 63 of 551 TERMINATION OF BUSINESS PROPERTY LEASE WHEREAS, the City of Waterloo, Iowa ("City") and 3 Little Lambs, LLC ("Company") are parties to a certain Business Property Lease (the "Agreement") concerning real property in Black Hawk County, Iowa, described as parcel no. 8913-25-453-005, and the parties desire to terminate the Lease. NOW, THEREFORE, the parties herby terminate the Lease as of the date hereof and state that the Lease shall have no further force or effect. Dated 3 1.3 , 2020 CITY OF WATERLOO, IOWA By: D-k-Q-U/Y15LcMU461— Quentin Hart, Mayor Attest: Kelley Fe1, City Clerk 3 LITTLE LAMBS, LLC athan Brundrett Managing Member Page 64 of 551 ri 1111 ilia iiiiim11111N11hNn11111u imiu Doc ID 012042970002 Type GEN Recorded: 12/0 /2023 at 03:21:03 PM Fee Amt: $12,00 Pate 1 of 2 Black Hawk County Iowa SANDIE L. SMITH RECORDER Fi1e2024-00007203 Prepares . S 4t e$' (--`) c) iniarrnalic¢ Christopher S. Woodland, PO Box 596, Waterloo, Iowa 50704 (319) 234.5701 Name Address City Phone SPACE ABOVE THi9 LINE rOR RECORDER AMENDMENT TO DEVELOPMENT AGREEMENT This Amendment to Development Agreement (the "Amendment") is entered into as of it ) 3 , 2023 by and between 5 Bees, LLC (the "Company") and the City of Wate�o, Iowa (the "City"). RECITALS A. Company and City are parties to that certain Development Agreement dated July 13, 2020 (the "DA") concerning the development of land (the "Property") described on Exhibit "A" to the DA. The DA has been filed in the land records of Black Hawk County, Iowa, as Doc. No. 2021-11025. B. The parties desire to further amend the DA to modify the terms thereof as set forth in this Amendment. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Paragraphs A through D of Section 2 are stricken in their entirety and are hereby replaced with the following new paragraphs A through D: A. Phase 1. Demolition of existing structure on the Property and construction of a new commercial building of no less than 2,500 square feet. The Property has an address of 1809 Black Hawk Street, Waterloo. B. Phase 2. Exterior Improvements to an existing building on property at 1813 Black Hawk Street, Waterloo, C. Phase 3. Demolition of existing structure at 175 W. 16th Street, Waterloo (the "Phase 3 Lot") and construction of a new commercial building of no less than 5,400 square feet. �z) 7 Page 65 of 551 D. Phase 4. Construction of a commercial building of no less than 5,000 square feet on parcel no. 8913-25-453-005 at the comer of Black Hawk Street and W. 18h Street (the "Phase 4 Lot"). 2. Section 3, paragraph A, of the DA is hereby amended to strike "April 30, 2022" therefrom and to substitute "December 31, 2023" in its place as the Phase 1 Completion Deadline. 3. Section 8 is hereby amended to strike the final unnumbered paragraph thereof and to substitute in its place the following new paragraph: Company agrees to execute and deliver the MAA concurrently with execution and delivery of this Agreement. In connection with Phase 2 improvements, Phase 3 Improvements, and Phase 4 Improvements, the parties will execute and record for each such phase a separate MAA to establish the Minimum Actual Value ("MAV") for such phase. The parties anticipate that the MAV for Phase 2 will be $46,000.00, the MAV for Phase 3 will be $230,000.00, and the MAV for Phase 4 will be $375,000.00. The total MAV will be not less than $801,000.00 for all combined phases of Improvements. 4. The parties acknowledge that Phase 2 improvements have been completed, and City consents to Company's sale of the Phase 2 property (1813 Black Hawk Street) to Cedar Valley 4 Rent, L.L.C., subject to the MAA. The parties acknowledge that City has expended $18,200.00 for demolition of structures on one or more Project properties. In connection with Company's sale of the Phase 1 property at 1809 Black Hawk Street, as a condition to City's consent to said sale to Cedar Valley 4 Rent, L.L.C., Company agrees to reimburse City in full for the demolition expense from proceeds of the property sale. 5. Except as modified herein, the DA shall continue unmodified in full force and effect. Terms in this Amendment that are capitalized but not defined will have the same meanings herein that are ascribed to them in the DA. The DA and this Amendment shall inure to the benefit of and be binding upon the parties and their respective successors and assigns. IN WITNESS WHEREOF, the parties have executed this Amendment to Development Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA 5 BEES, LLC By: b7uenii4tl Approved 7/3/2023 Quentin Hart, Mayor Attest: 2((ffeY l`felfe City Clerk / Deputy Clerk athan Brundrett, VP an Sp - cial Projects Director Page 66 of 551 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Resolution approving award of bid to MidState Solution, LLC, of Baxter, Iowa, in the amount of $230,786.93, approving the contract, bonds, and certificate of insurance, in conjunction with the FY 2026 Sidewalk Infill, Sidewalk Ramp and Trail Repair Program - Zone 5A, Contract No. 1131, and authorizing the Mayor and City Clerk to execute said documents. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS Page 67 of 551 1. Bid Tabulation 2. Payment Bond 3. Performance Bond 4. Bond Execution 5. Form of Contract 6. City of Waterloo_MidState Solutions LLC_2526 (001) - GLAutoWC_10-20-2025_190996682 Page 68 of 551 Sidewalk Ramp and Trail Repair Program - Zone 5A, Contract No. 1131 Engineer's Estimate: $521,463.25 Bid Opening: October 2, 2025 Bidder Bid Security Bid Amount BROCK EVEN CONSTRUCTION, LLC JESUP, IOWA 5% $514,173.40 MIDSTATE SOLUTION BAXTER, IOWA 5% $230,786.93 BOULDER CONTRACTING GRUNDY CENTER, IOWA 5% $371,161.48 VALENTINE CONSTRUCTION, CO. 5% $259,963.11 Page 69 of 551 PAYMENT BOND KNOW ALL MEN BY THESE PRESENTS: hat // /0/$ tk3--6,. (07 1 (Name of Contractor) (Address of Contractor) a L `" , hereinafter called Principal, and, (Corporation, Partnership or Individual) Wesk- " ev\Q sur-koce (Name of Surety) IScsb S Ie% A-ve I .*Jest ►Se14 S3o' (Address of Surety) hereinafter called Surety, are held and firmly bound unto(I/4 (Name of Owner) 7 r 144 tiltri-r- (Address of Owner) hereinafter called OWNER, in the penal sum of +u•o KiL4red +kirk/ QscwvP Sevev► KANtresit kkki S;x 04.v\,`Out,4trtt •._— Dollars,($ c�3o ,�� Ce A 3 ) in lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, successors, and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION is such that whereas, the Principal entered into a certain contract with the OWNER, dated the 1 1. day of !O 2095/ a copy of which is hereto attached and made a part hereof for the construction of: S'101f i n g II S iae. wc-lk e.p a- `T-"r-, rt f ci C p rbti ec NOW, THEREFORE, if the Principal shall promptly make payment to all persons, firms, SUBCONTRACTORS, and corporations furnishing materials for or performing labor in the prosecution of the WORK provided for in such contract, and any authorized extension or modification thereof, including all amounts due for materials, lubricants, oil, gasoline, coal and coke, repairs on machinery, equipment and tools, consumed or used in connection with the construction of such WORK, and all insurance premiums on said WORK, and for all labor, performed in such WORK whether by SUBCONTRACTOR or otherwise, then this obligation shall be void; otherwise to remain in full force and effect. PROVIDED, FURTHER, that the said Surety for value received hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the contract or to the WORK to be performed thereunder or the SPECIFICATIONS accompanying the same shall in any wise affect its obligation on this BOND, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the contract or to the WORK or to the SPECIFICATIONS. PAYMENT BOND Page 1 of 2 Page 70 of 551 PROVIDED, FURTHER, that no final settlement between the OWNER and the CONTRACTOR shall abridge the right of any beneficiary hereunder, whose claim may be unsatisfied. IN WITNESS HEREOF, this instrument is executed in counterparts, each one of which, (number) shall be deemed an original, this the )5 day of 10 20A5. ATTEST: (Principal) Secretary (SEAL) Witness as to Principal (Address) ATTEST: Witness as to S4 ety 2 c I S 1- A ✓t- \-4 ) (Address) (\ w k ro`)� By: (Principal) 1.(;-4 kir '‘ t aw\ 1p (s) (Address) 1x L A S009-cr V\)es (- b e sUYtA ce By: �'- Att rn y-in-Fact 1°1 ov S / 4- A4ve- We?- NOTE: Date of BOND must not be prior to date of Contract. If CONTRACTOR is Partnership, all partners should execute BOND. (Address) if this project includes Federal Funds, the following applies to the payment bond: IMPORTANT: Surety companies executing bonds must appear on the Treasury Department's most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located. PAYMENT BOND Page 2 of 2 Page 71 of 551 PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS: That we, IM',dS }xk $&I . i, of l6'4 %�c,rr;so' Dr , �axl-tom r ST)-)g (the "Principal"), and I P / j of NCO S Ifft AA_4k 5?YYis (the "Surety"), are held nd firmly bound unto the City of Water Loo, Iowa (the "Obligee"�� ), in the penal sum of +Wu hum - ;rI-4 -I'l�w, Sec,,,, hu-J' eJc141 Stx - vt�„k('hcat ollars ($ P3c017 V(, A 3 ), lawful money of the United tate, for the payment of said sum in connection with a contract (the "Contract") dated on or about /6 1 1 a<- for the purpose of SideL&lk M4lI , SIceWaltc gx.m4P -Tut, I ee-Pc r T Ngra+^t• . The Contract is incorporated herein by reference as though fully set forth herein. Whenever the Principal shall be and is declared by the Obligee to be in default under the Contract, with the Obligee having performed its obligations in the Contract, then the Surety, acknowledging that time is of the essence, may promptly remedy the default, or shall promptly undertake to: 1. Complete the Contract in accordance with its terms and conditions; or 2. Obtain one or more bids for completing the Contract in accordance with its terms and conditions, and upon determination by the Surety of the lowest responsible bidder, or negotiated proposal, or, if the Obligee elects, upon determination by the Obligee and the Surety jointly of the lowest responsible bidder, or negotiated proposal, arrange for a contract between such party and the Obligee. The Surety will make available as work progresses sufficient funds to pay the cost of completion less the balance of the Contract price. The cost of completion includes responsibilities of the Principal for correction of defective work and completion of the Contract, the Obligee's legal and design professional costs resulting directly from the Principal's default, and liquidated damages or actual damages if no liquidated damages are specified in the Contract. The term "balance of the Contract price" means the total amount payable by the Obligee to the Principal under the Contract and any amendments thereto, less the amount properly paid by the Obligee to the Principal; or 3. Determine the amount for which it is liable to the Obligee and pay the Obligee that amount as soon as practicable. In the event this bond is enforced, Principal and Surety agree to indemnify Obligee and hold Obligee harmless from and against any and all costs of enforcement, including but not limited to reasonable attorneys' fees and expenses. Every Surety on this bond shall be deemed and held, any contract to the contrary notwithstanding, to consent to each and all of the following matters, without notice: 1. To any extension of time to the Contract in which to perform the Contract. 2. To any change in the plans, specifications, or Contract when such change does not involve an increase of more than twenty percent (20%) of the total Contract price, and shall then be released only as to such excess increase. 3. That no provision of this bond or of any other contract shall be valid which limits to less than one (1) year from the time of the acceptance of the work the right to sue on this bond for defect in workmanship or material not discovered or known to the Obligee at the time such work was accepted. PEFORMANCE BOND Page 1 of 2 Page 72 of 551 If the Principal performs the Contract, then this bond shall be null and void; otherwise it shall remain in full force and effect. In no event shall the Surety's total obligation exceed the penal amount of this bond. Terms used herein shall include, as appropriate, the singular or plural number, or the masculine, feminine or neuter gender. IN WITNESS WHEREOF, the undersigned Principal and Surety have executed this Performance Bond as of PRINCIPAL Name By: Title:''Owvter SURETY IA) 2S \c-he A' JVCAVt Name Title: C 6 [attach Power of Attorney] NOTE: Date of BOND must not be prior to date of Contract. If CONTRACTOR is Partnership, all partners should execute BOND. If this project includes Federal Funds, the following applies to the payment bond: IMP® "TANT: Surety companies executing bonds must appear on the Treasury Department's most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located. PEFORMANCE BOND Page 2 of 2 Page 73 of 551 Agency Information: CLEMON-MAKI INS ASSOCIATES INC , 14674 220 FIRST AVE W NEWTON, IA 50208 Obligee Information: City of Waterloo 715 Mulberry St Waterloo, IA 50703-5714 THE SILVER LINING ° BOND EXECUTION REPORT Date: 10/15/2025 Bond Number: 2658930 Principal Information: MidState Solution, LLC 107 Harrison Dr Baxter, IA 50028-7826 Transaction Description: New Business WB Index: 2658930 Bond Effective Date: 10/15/2025 Bond Type: Performance and/or Payment Bond Work Description: FY 2026 SIDEWALK INFILL, SIDEWALK RAMP & TRAIL REPAIR PROGRAM — ZONE 5A, Contract No. 1131 Bond Penalty: $ 230,786.93 Premium: $ 6,314 Effective January 1, 2024, West Bend Mutual Insurance Company changed its name to West Bend Insurance Company, therefore, any reference to West Bend Mutual Insurance Company shall be considered a reference to West Bend Insurance Company. THIS IS NOT AN INVOICE MICHIGAN ONLY: This policy is exempt from filing requirements of Section 2236 of the Insurance Code of 1956, 1956 PA 218 and MCL 500.2236. 1900 S "I sth Avcnuc j A\ c, t ficnd, AXW1 53095 I Phone; (800) 236-5010 I Fax: (877) 674-2663 I www.thcsilvc;v inin9_corn Page 74 of 551 T BEND' Bond No. 2658930 POWER OF ATTORNEY Know all men by these Presents, that West Bend Insurance Company (formerly known as West Bend Mutual Insurance Company prior to 1/1/2024), a corporation having its principal office in the City of West Bend, Wisconsin does make, constitute and appoint: JEFF MAKI lawful Attorney(s)-in-fact, to make, execute, seal and deliver for and on its behalf as surety and as its act and deed any and all bonds, undertakings and contracts of suretyship, provided that no bond or undertaking or contract of suretyship executed under this authority shall exceed in amount the sum of: Thirty Million Dollars ($30,000,000) This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of West Bend Insurance Company by unanimous consent resolution effective the 1st day of January 2024, Appointment of Attorney -In -Fact. The president or any vice president, or any other officer of West Bend Insurance Company may appoint by written certificate Attorneys -In -Fact to act on behalf of the company in the execution of and attesting of bonds and undertakings and other written obligatory instruments of like nature. The signature of any officer authorized hereby and the corporate seal may be affixed by facsimile to any such power of attorney or to any certificate relating therefore and any such power of attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the company, and any such power so executed and certified by facsimile signatures and facsimile seal shall be valid and binding upon the company in the future with respect to any bond or undertaking or other writing obligatory in nature to which it is attached. Any such appointment may be revoked, for cause, or without cause, by any said officer at any time. Any reference to West Bend Mutual Insurance Company in any Bond and all continuations thereof shall be considered a reference to West Bend Insurance Company. In witness whereof, West Bend Insurance Company has caused these presents to be signed by its president undersigned and its corporate seal to be hereto duly attested by its secretary this lst day of January 2024. 01,,,,,,,,� as Attest G11.1,t Vyht,1 �... hi` a Christopher C. ZWygart Secretary State of Wisconsin County of Washington i Robert J. Jacques President On the 1st day of January 2024, before me personally came Robert Jacques, to me known being by duly sworn, did depose and say that he is the President of West Bend Insurance Company, the corporation described in and which executed the above instrument; that he knows the seal of the said corporation; that the seal affixed to said instrument is such corporate seal; that is was so affixed by order of the board of directors of said corporation and that he signed his name thereto by like order. OBLt'v . Lead }Corporate Attorney xfi'yyjgGO, Notary Public, Washington Co., WI My Commission is Permanent The undersigned, duly elected to the office stated below, now the incumbent in West Bend Insurance Company, a Wisconsin corporation authorized to make this certificate, Do Hereby Certify that the foregoing attached Power of Attorney remains in full force effect and has not been revoked and that the Resolution of the Board of Directors, set forth in the Power of Attorney is now in force. Signed and sealed at West Bend, Wisconsin this 15th day of October 2025 �151Nolt!/li,. ySUHq 3 Christopher C. Zwygart ki s Secretary 1900 S 18th Avenue I West Bend, WI 53095 I Phone: (800) 236-5010 I Fax: (877) 674-2663 I www.thesilverlining.com Page 75 of 551 FORM OF CONTRACT FOR THE CONSTRUCTION OF FY 2026 SIDEWALK INFILL, SIDEWALK RAMP & TRAIL REPAIR PROGRAM — ZONE 5A CITY OF WATERLOO, IOWA CONTRACT NO. 1131 This contract made and entered into this Is day of 10 , 202Niby and between the City of Waterloo, Iowa, a Municipal Corporation, (hereinafter referred to as City), and MIDSTATE SOLUTION. LTD , of Baxter, Iowa, (hereinafter referred to as Contractor), WITNESSETH: PAR. 1 PAR. 2 PAR. 3 PAR. 4 PAR. 5 PAR. 6 Contractor agrees to build and construct the FY 2026 Sidewalk Infill, Sidewalk Ramp & Trail Repair Program — Zone 5A, Contract No. 1131, and furnish all necessary tools, equipment, materials= and labor necessary to do all the work called for in the plans and specifications in a workmanship -like manner and for the prices set forth in Contractor's proposal, which was accepted by the City, and which is understood and agreed to be a part of this contract. It is understood and agreed that the resolution adopted by the City Council ordering the construction of the improvement, the Notice to Contractors as published, the Instruction to Bidders, the Form of Proposal, the Construction and Maintenance Bonds, the Council Proceedings relating to this matter, and the Plans and Specifications shall all be considered as forming a part of the contract the same as though they were each set out in said contract. The Contractor agrees to furnish at its own cost and expense, all necessary materials and labor for said work and to construct said improvements in a thorough, substantial, and workmanlike manner, and in strict accordance with the requirements of this contract, and of the plans and specifications made a part hereof by reference, and to the satisfaction and approval of the City and its engineer. The Contractor agrees to perform said work and install said improvements on the terms set out in bid or proposal to the City which has been accepted by the City and which is by reference made a part of this contract. The work under the proposed contract shall be commenced within ten (10) working days after receipt of Notice to Proceed. Twenty-five (25%) percent of the items shall be completed on or before December 19, 2025 and one hundred percent (100%) of all items shall be completed on or before June 26, 2026. Should the Contractor fail to complete said improvements in strict accordance with the terms and conditions of this contract, or the plans and specifications therefor promptly by the date herein specified, the City may pay such additional sums as it may be required to pay by reason of the failure of said contractor and deduct any and all such sums from any amount then due the Contractor. FORM OF CONTRACT Page 1 of 4 Page 76 of 551 PAR. 7 PAR. 8 PAR. 9 PAR. 10 PAR. 11 The Contractor agrees to comply with and obey all ordinances of the City of Waterloo, Iowa, relating to the obstruction of streets and alleys, keeping open passageways for water, traffic, and protecting any excavations in any street or alley, and maintaining proper and sufficient barricades with lights and signals during all hours of darkness, to see that the backfilling is properly done, and agrees to keep the City whole and defend any and all suits that may be brought against the City by reason of any injuries that may be sustained by any person or property allegedly caused by the Contractor, or his agents, while work is done pursuant to this agreement. The Contractor agrees that in the event a law suit is brought against the City for damages allegedly sustained by reason of any act, omission or negligence of the Contractor or its agents, or on account of any injuries allegedly sustained by reason of any obstruction, hole, depression or barrier placed or dug by the defendant or its agents, in the doing of the work herein contracted for, that it will defend said suit and save the City harmless therein, and in case judgment is rendered against the City, the Contractor agrees to pay the same promptly. The Contractor agrees to carry public liability insurance in a solvent company in a sufficient amount to protect the City and those who use the streets of the City. The City shall have the right to appoint one or more construction reviewers who shall review the progress of the work in detail; also, to make any test or any material to be used in such work. No material shall be used in any work until the same has first been approved by the construction reviewer. Such construction reviewer shall have full authority to pass judgment upon all materials and upon the manner of doing the work, and their judgment on rejecting any materials, substance, or manner of work shall be final unless it is revoked or modified by the City Engineer. Any material, which has been rejected by the construction reviewer, shall be at once removed from the line of work and shall not be again taken thereon or placed with the material proposed to be used without the written consent of the City Engineer. The Contractor shall maintain no cause of action against the City on account of delays and prosecution of work, but if said work is delayed by the City, the Contractor shall have such extra time for completion of the job as was lost by reason of the delay caused by the City. PAR. 12 The Contractor agrees to pay punctually all just claims of labor, material, men, or subcontractors who shall perform labor or furnish materials entering into this improvement. It is agreed that the City need not pay the Contractor until all such claims are paid by the Contractor. It is agreed that the City shall not be liable for said labor, material, or men under this contract. PAR. 13 PAR. 14 The Contractor agrees to furnish the City, simultaneously with this contract, a bond on a form to be provided by the City in the amount provided by law as stated in the Notice to Bidders, which shall be for the benefit of the City, and any and all persons injured by the breach of any of the terms of this contract. Said bond shall be filed with the City Clerk and shall be subject to the approval of the City Council, and is by reference made a part of this contract. The Contractor agrees that should it abandon work under this contract or cease the prosecution thereof for a period of thirty (30) consecutive days without reasonable cause, and should it fail to proceed with said work within ten (10) days after a notice to continue or carry it on has been mailed to it at the address given herein by the City, or after such notice has been served on it, then the City may proceed to complete said work, using any material, tools, or machinery found along said line of work, doing the work either by contract or as it may elect, and the Contractor and the sureties on its bond shall be liable to the City for the costs and expenses so paid out. FORM OF CONTRACT Page 2 of 4 Page 77 of 551 PAR. 15 PAR. 16 PAR. 17 PAR. 18 PAR. 19 PAR. 20 PAR. 21 Said costs shall be retained by the City from any compensation due, or to become due the Contractor, and may be recovered by the City in an action upon Contractor's bond. In consideration of the full compliance on the part of the Contractor with all the provisions, stipulations, and conditions hereof, or contained in the various instruments made a part of this contract by reference, and upon completion and acceptance of said work, the City agrees to pay to the Contractor, in the manner set out in the Notice to Contractors, the amount of money due the Contractor for work performed and accepted, at the unit prices set out in the Contractor's proposal, which has been accepted by the City. The total amount of the contract, based on the Engineer's estimates of quantities and the Contractor's unit bid prices, and for which 100% surety bond is required is $230,786.93. After the completion of said work, the Contractor agrees to remove all debris and clean-up said streets, and to save the City harmless from any damage allegedly resulting from a failure to clean up and remove the debris or put the street back in a proper condition for travel. This contract is not divisible, but in the event of a conflict between this contract and the various instruments incorporated by reference, this contract shall govern. Before the Contractor shall be entitled to receive final payment for work done under this contract, it shall execute and file a bond in the penal sum of not Tess than 100% of the total amount of the contract, same to be known as "Maintenance Bond," and which bond must be approved by the City Council, and which bond is in addition to the bond given by the Contractor to guarantee the completion of the work. The Contractor shall maintain all work done hereunder in good order for the period of two (2) years from and after the date it is accepted by the Council of the City of Waterloo, Iowa. Said maintenance shall be made without expense to the City or the abutting property. In the event of the failure or default of the Contractor to remedy any or all defects appearing in said work within a period of two (2) years from the date of its acceptance by said Council, and after having been given ten (10) days notice so to do by registered letter deposited in the United States Post Office in said town, addressed to said contractor at the address herein given, then the City may proceed to remedy such defects. The costs and expenses thereof to be recovered from the Contractor and the sureties on its maintenance bond by an action brought in any court of competent jurisdiction. The Contractor shall give notice to said City by registered letter directed to the Mayor or City Clerk/Auditor thereof not more than four (4) and not less than three (3) months prior to the expiration of the term during which the Contractor is required to maintain said improvements, in good repair by the terms of its Contract. The liability of the Contractor and of the sureties on its bond for maintenance of the said improvements shall continue until three (3) months after such notice has been given to the City, and, in any event, until two (2) years after the acceptance of the work. FORM OF CONTRACT Page 3 of 4 Page 78 of 551 CITY OF WATERLOO, IOWA Mayor City Clerk // is/5 -f lu Contractor BY: Anr- Title:v� Approved by the City Council of the City of Waterloo, Iowa, this day of , 20_ ATTEST: , City Clerk Waterloo, Iowa FORM OF CONTRACT Page 4 of 4 Page 79 of 551 / ACORD® CERTIFICATE OF LIABILITY INSURANCE �..•"---- DATE (MM/DDIYYYY) 10/20/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER AssuredPartners Great Plains, LLC 4200 University Ave., Suite 200 West Des Moines IA 50266-5945 License#: 1001000272 CONTACT Delayne Hart PHONE FAX (A/C, No, Ext): 515-453-9272 (A/C, No): 515-453-9272 ADDRESS: delayne.hart@assuredpartners.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: SECURA Insurance, A Mutual Company 22543 INSURED MIDSSOL-01 MidState Solutions LLC 594 Po Box Baxter IA 50028 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 190996682 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE INSD DDL NSD SWUBR VD POLICY NUMBER POLICY EFF (MM/DDIYYYY) POLICY EXP (MM/DDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 20-CP-003443360-0 7/22/2025 7/22/2026 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE RETED PREMISESO(Ea occurrence) $ 100,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE X LIMIT APPLIES ' PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO OWNED x SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y Y 20-A-003443361-0 7/22/2025 7/22/2026 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENT ON $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N Y N / A Y 80-WC-003443362-0 7/22/2025 7/22/2026 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Waterloo is an Additional Insured — automatic status when required in a written agreement including Completed Operations with respects to the General Liability per form CGT1000 (02/24) CERTIFICATE HOLDER CANCELLATION City of Waterloo 715 Mulberry St Waterloo IA 50703 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Page 80 of 551 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Randy Bennett, Public Works Division Manager Public Works Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Resolution setting date of public hearing as Monday, December 1, 2025, on an application for a State Revolving Fund loan and to make available to the public the contents of an environmental information document and the City's project plan, and instruct the City Clerk to publish notice. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. PH Notice - Cattle Congress Lift Stn Dec 2025 Page 81 of 551 Page 82 of 551 PUBLIC HEARING NOTICE The City of Waterloo will be holding a Public Hearing to review an application for a State Revolving Fund (SRF) loan and to make available to the public the contents of an environmental information document and the City's project plan. These documents include design and environmental information related to the proposed improvements to the City's wastewater infrastructure. The proposed scope consists of replacing the existing lift station and force main. This includes the demolition of the 1961 lift station building and the dry and wet pits with approximate dimensions of 12 feet diameter and 27 feet deep. The existing 10-inch iron force main will be removed, including the aerial section crossing the Cedar River along Conger Street Bridges. In its place, a new Cattle Congress Lift Station will be installed as a wet pit with three submersible pumps, a valve vault, a flow meter pit, and an air release manhole. Additionally, electrical updates will be completed to provide the lift station with an on -site emergency generator. The new force main will follow the existing force main alignment, which travels southeast along South Riverside Trail and crosses the Cedar River hung under the Conger Street Bridges, buried along Conger Street within San Souci Island to discharge into a 36-inch gravity sewer at manhole SA10. The new force main is designed to be 12 inches in diameter and approximately 2,300 linear feet long. Ground disturbance is approximately 3.4 acres. The purpose of this Public Hearing is to inform area residents of the community of Waterloo of this proposed action, discuss the actual cost and user fees associated with this project, and to address citizen's concerns, if any, with the plan. The Public Hearing location and time are as follows: MONDAY, DECEMBER 1, 2025 AT 5:30 PM CITY HALL COUNCIL CHAMBERS 715 MULBERRY STREET WATERLOO, IA 50703 All interested persons are encouraged to attend this hearing. Written comments on this proposal may also be submitted prior to the hearing. Questions regarding this hearing or the availability of documentation may be directed to Waste Management Services at 319.291.4553. Additionally, public comments can be sent to SRF-PC@dnr.iowa.gov. Page 83 of 551 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Planning & Zoning Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Resolution setting date of public hearing as November 3, 2025, to approve a rezone request by Robson Homes to rezone approximately 37.07 acres from "R-3" Multiple Residence District to "R-3, R-P" Planned Multiple Residence District located east of Omaha Avenue, and instruct the City Clerk to publish notice. RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION The applicant is requesting to rezone approximately 37.07 acres of land from "R-3" Multiple Residence District to "R-3, R-P" Planned Multiple Residence District. The zoning ordinance states that "The "R-P" District is intended to provide a means for the development of tracts of land on a unit basis, allowing greater flexibility and diversification of land uses and building locations than the conventional single lot method. This rezoning request is to make proposed rezone area consistent with the zoning for the abutting residential development to the west as the residential development would be similar in character and size. Prairie Meadow Estates First Addition is platted to develop a 49-lot residential subdivision in the proposed rezone area. The Final Plat for Prairie Meadow Estates First Addition was passed on January 21, 2025. The rezone also includes additional future development land to the east. NEIGHBORHOOD IMPACT The proposed rezone would not appear to have a negative impact on the surrounding neighborhood and land use, as the development to the west is zoned "R-3, R-P" Planned Residence District. DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS Page 84 of 551 A public hearing was held by the Planning, Programming, and Zoning Commission on October 14, 2025 and notice was sent to all property owners within 250 feet. SOURCE OF EXPENDITURES N/A ALTERNATIVE ACTION LEGAL DESCRIPTION Prairie Meadow First Addition Amended Final Plat in the City of Waterloo, Black Hawk County, Iowa, and Parcel "D" as filed as instrument number 2024-21474 in the Black Hawk County Recorder's Office, and that part of the Southerly 33 feet of vacated Murphy Road lying East of Crossroads Estates Replat No. 1, and lying West of a Northerly extension of the East line of said Parcel "D", all located in the Northeast'/4 of Section 11, T88N, R13W, City of Waterloo, Black Hawk County, Iowa. ATTACHMENTS 1. East of Omaha Ave_Robson Homes Rezone Packet Page 85 of 551 October 14, 2025 REQUEST: APPLICANT: GENERAL DESCRIPTION: IMPACT ON NEIGHBORHOOD & SURROUNDING LAND USE: VEHICULAR & PEDESTRIAN TRAFFIC CONDITIONS: RELATIONSHIP TO RECREATIONAL TRAIL PLAN: ZONING HISTORY FOR SITE AND IMMEDIATE VICINITY: DEVELOPMENT HISTORY: BUFFERS/ SCREENING: Request by Robson Homes to rezone approximately 37.07 acres from "R-3" Multiple Residence District to "R-3, R-P" Planned Multiple Residence District located east of Omaha Avenue. Robson Homes Inc., 3315 Williams Boulevard SW Ste 2 PMB 329, Cedar Rapids, Iowa, 52404. Robson Homes is requesting to rezone approximately 37.07 acres from "R-3" Multiple Residence District to "R-3, R-P" Planned Multiple Residence District to allow for development consistent with the surrounding area. The proposed rezone would not appear to have a negative impact on the surrounding neighborhood and land use, as the development to the west is zoned "R-3, R-P" Planned Residence District. The proposed rezone would not appear to have a negative impact on vehicular and pedestrian traffic as the surrounding area is primarily twin homes and single-family homes with some 4-plexes. The site is located to the east of Omaha Avenue, which is designated as a local street. There are sidewalks along both sides of Grindstone Circle, Mourning Dove Drive, and Omaha Avenue.. There are no trails in the immediate vicinity, but one is being constructed along La Porte Road as part of the road reconstruction project'/4 mile to the east. The area is currently zoned "R-3" Multiple Residence District and has been zoned as such since it was rezoned from "A-1" Agricultural District on October 6, 1980. Surrounding land uses and their zoning: North — Commercial Development, zoned "S-1", Shopping Center District. South — Vacant land and Cedar Valley Lawn Care, zoned "A-1" Agricultural District. East — Vacant land, zoned "R-3" Multiple Residence District. West — Residential Development, zoned "R-3,R-P" Planned Residence District. Commercial buildings to the north were constructed between 1994 and 2013. Nearby residential dwellings have been constructed from 2010 to the present. No buffering or screening will be required as the proposed residential development would be abutting existing residential development. R-1 to R-1,R-P Midwest Development Co. Page 86 of 551 October 14, 2025 Picture 1: Looking north along area proposed to be rezoned for new homes. Picture 2: Looking northeast at the property proposed for rezoning. R-1 to R-1,R-P Midwest Development Co. Page 87 of 551 October 14, 2025 Picture 3: Looking from the north end of the property to the east. Picture 4: Looking east toward existing homes. R-1 to R-1,R-P Midwest Development Co. Page 88 of 551 October 14, 2025 Picture 5: Looking south along the rezone area. Picture 6: Previous homes built by the applicant to the west of the rezone area. R-1 to R-1,R-P Midwest Development Co. Page 89 of 551 October 14, 2025 DRAINAGE: The proposed rezone would not appear to have a negative impact on drainage. FLOODPLAIN: PUBLIC /OPEN SPACES/ SCHOOLS: UTILITIES: WATER, SANITARY SEWER, STORM SEWER RELATIONSHIP TO COMPREHENSIVE LAND USE PLAN: STAFF ANALYSIS — ZONING ORDINANCE: TECH REVIEW: STAFF ANALYSIS — SUBDIVISION ORDINANCE: STAFF RECOMMENDATION: The area is not in a special flood hazard area as established by the Federal Emergency Management Agency (FEMA) Flood Insurance Rate Map. Kittrell Elementary is located 1.20 miles to the northwest of the site in question, and Blessed Maria Assunta Pallotta Middle School and Columbus High School are located approximately 1.00 mile to the northwest as well. There is 10' utility easements platted on the frontage of lots in the Prairie Meadow Estates First Addition subdivision, which is in the proposed rezone area. The Future Land Use Map designates this area as "Mixed Commercial: Medium to High Density Residential; Professional Offices; Neighborhood Commercial". This request is in conformance with the Future Land Use Map and Comprehensive Plan The applicant is requesting to rezone approximately 37.07 acres of land from "R-3" Multiple Residence District to "R-3, R-P" Planned Multiple Residence District. The zoning ordinance states that "The "R-P" District is intended to provide a means for the development of tracts of land on a unit basis, allowing greater flexibility and diversification of land uses and building locations than the conventional single lot method. This rezoning request is to make proposed rezone area consistent with the zoning for the abutting residential development to the west as the residential development would be similar in character and size. Prairie Meadow Estates First Addition is platted to develop a 49-lot residential subdivision in the proposed rezone area. The Final Plat for Prairie Meadow Estates First Addition was passed on January 21, 2025. Fire noted that for future development an access point must be provided. Platting is not required for this rezone request, although the rezone includes 26 acres of future development land to the east that will be platted in the future. Therefore, staff recommends the request by Robson Homes to rezone approximately 37.07 acres from "R-3" Multiple Residence District to "R-3, R-P" Planned Multiple Residence District located east of Omaha Avenue, be approved for the following reasons: 1. The rezone would not appear to have a negative impact on R-1 to R-1,R-P Midwest Development Co. Page 90 of 551 October 14, 2025 the surrounding area. 2. The rezone would not appear to have a negative impact on traffic conditions in the area. 3. The rezone would be in character with the surrounding residential development. R-1 to R-1,R-P Midwest Development Co. Page 91 of 551 City of Waterloo Planning, Programming and Zoning Commission October 14, 2025 I L.ANGLEYRD E•• L -- NDRb■ �J¢irry1.M ■ R-4 LOISLN-o-H -� TA, R-3 y CRE -SIDE CT SHAULISRD LJ ro mzE Fw I P: m East of Omaha Avenue Rezone from "R-3" to "R-3, R-P" 01. o, `"a r�� o NW� Robson Homes 3 ,!= a 3s 71117�� o.,..., no ,.F cc City of Waterloo Planning, Programming and Zoning Commission October 14, 2025 Crossroads IdTheatre] East of Omaha Avenue Rezone from "R-3 to "R-3, R-P" Robson Homes, Inc n.-.,.,, no ..F a a 1 o, `"a rt�� i o 3 v —0 00Z3 lee4S 1.0ZSS39ZE :oN p30, ss-maa-rvu s-a-L wmr :11aNrvwai wo, e-iepAusmmm IOZOZ-oss-sts EZOOSVMOI. anse a30ANSAr�n �uZ '3NI `S31VI3OSSV '8 N3CIANS ,OE=.L :•leas �vr �+im3 AS MVO VI 'OO12J31VM NVld Allllllfl ONtf 1fOAVl 31IS - A2JVNI1A1I1J Id WMf 9a EaL 81N311W00 ALTO 213d Stl 033IA3tl HIM" a31,11,0 aid Stl 03SIA313 9Z-SZ-L4 S1N3WW00 ALIO aid SV 03SIA38 NOI1IaaV 1S21Id S31`d1S3 MOaV3IN 2I II`d2Id Sheet C200 z I I ii �. al I L�w3 n g7d+ I E iiY Fp • f I w3 ■�I t p � • II N oc0-I + �+rdounNlN-- as.�r1w1E 12=2 00ZaaWileQrl l 11,10M A!IMe !!! w;z J3. ,9L'LEE 3I .ZZ BSN Page 94 of 551 00E0 lee4S 1.0ZSS0'9ZL :oNnelaoe SS-maa-N11 wmr :11aNrvwai woos e-JepAus.MMM I OZOZ-oss-SLS EZOOS anse a30ANSALUZ '3NI `S31VI3OSSV '8 N3CIANS ,OS=A :men AS MVO VI I0012J31VM NVld ONIa`d21O - l`dld A21VNIWI1321d WMf oz-ez-� S1N3WWO0 A110 aid Stl 038IA3tl WNW NM" a3111,0 aid Stl 03SIA38 9Z-SZ-L4 S1N3WW00 All0 aid SV 03SIA38 NOI1IaaV 1S2IId S31`d1S3 MOaV3IN 2I II`d2Id Sheet C300 sz ac M.Lz.ezeses �. _.. immintim IN -.AIM Pilliffeal,W, . - --4';'- 1 QV I tr--....,ss4 plus i "PIi - �xi \III# rag EA NI poi MI I sial '1�'Ilihll 111 � p�i4 � •\ �ii�tll �1 Ili�■i , � I �e•b:"�lepp ssrr � mryyaa IOURNING Es�I��� 3� Nrijapplir 741"051 ■ ■ i IV Iili dD its Il LJ! L_., Page 95 of 551 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Planning & Zoning Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Resolution setting date of public hearing as November 3, 2025, to approve a Site Plan Amendment request by Xcel Electric, LLC for the construction of a 5,000 square foot building in the "B-P" Business Park District located south of 3211 Titan Trail, and instruct the City Clerk to publish notice. RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION The applicant is requesting to build a 50'x 100' (5,000 square foot) building. The building will be used to store their work vehicles and materials for the electrical contractor business. The site plan states that there will be 10 parking spaces. This will be enough to meet the parking requirements as only 6 parking spaces are required by the ordinance. The building will have a side yard setback of 10 feet. The parking lot in front of the building will be set back from the sidewalk, and will be 50 feet deep. The building will be approximately 18 feet tall. Sidewalks are required to be built along the southeasterly side of Titan Trail, and the sidewalk is shown on their site plan. In the Technical Review Committee meeting, the Engineering Department noted that they will need engineered site plans and drainage plans. Water Works noted that there is a 25 foot easement for a water main along the back of the property, which will restrict what that area can be used for. NEIGHBORHOOD IMPACT The request would not appear to have a negative impact upon the surrounding area. DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS The Planning, Programing and Zoning Commission will be holding a public hearing on October 14, 2025. Notice was sent to property owners within 250 feet. SOURCE OF EXPENDITURES Page 96 of 551 N/A ALTERNATIVE ACTION LEGAL DESCRIPTION The northeasterly 110 feet, in even width, of Lot 4, Greenbelt Centre Plat No.7, City of Waterloo, Black Hawk County, Iowa. ATTACHMENTS 1 Staff Report - S. of 3211 Titan Trail 2. Overview Map - s. of 3211 Titan Trail 3. Aerial Map - S. of 3211 Titan Trail 4. Updated Site Plan Page 97 of 551 October 14, 2025 REQUEST: APPLICANT(S): GENERAL DESCRIPTION: SURROUNDING LAND USES AND IMPACT ON NEIGHBORHOOD: VEHICULAR & PEDESTRIAN TRAFFIC CONDITIONS: RELATIONSHIP TO RECREATIONAL TRAIL PLAN AND COMPLETE STREETS POLICY: ZONING HISTORY FOR SITE AND IMMEDIATE VICINITY: BUFFERS/ SCREENING/ LANDSCAPING REQUIRED: DRAINAGE: DEVELOPMENT HISTORY: FLOODPLAIN: Request by Xcel Electric LLC for a Site Plan Amendment for the construction of a 5,000 square foot building in the `B-P" Business Park District located south of 3211 Titan Trail. Xcel Electric, 1142 Columbus Drive, Waterloo, IA 50702 The applicant is requesting a site plan amendment to allow for a 50'x 100' (5,000 square foot) building for the electrical contractor's business. The request would not appear to have a negative impact upon the surrounding area. The proposed site plan amendment would not appear to have a negative impact upon vehicular or pedestrian traffic conditions in the area. The site is located along Titan Trail, which is classified as a local street. Sidewalks are required to be built along the southeasterly side of Titan Trail. There is a trail at the rear of the property alongside Sergeant Road (US Highway 63). The property in question is zoned `B-P" Business Park District since it was rezoned from "M-2, P" in March of 2008. Surrounding land uses and their zoning designations are as follows: North — Vacant Land and a church, zoned `B-P" Business Park District South — Sergeant Road and a commercial building, zoned `B-P" Business Park East — Sergeant Road and a trail, zoned "A-1" Agricultural District West — Vacant land, zoned `B-P" Business Park No buffers would be required as a part of this site plan amendment. A drainage plan will be needed before the building permit can be issued. The surrounding area consists of vacant land, a commercial building, a church, and Sergeant Road. The commercial building (Hawkeye stages) was built in 2016, and the church building was built in 2008. The majority of the property in question is located within a Special Flood Hazard Area, zone AE, 100 year floodplain, as indicated by the Federal Insurance Administration's Flood Insurance Rate Map, Community Number 190025 and Panel Number 0284G, dated May 8, 2024. The area must be filled so that the building is above the minimum flood protection. Site Plan Amendment- S. of 3211 Titan Trail Page 98 of 551 October 14, 2025 Picture 1: Looking south along Titan Trail from the lot in question. Picture 2: Looking east at the lot of the proposed development. Site Plan Amendment- S. of 3211 Titan Trail Page 99 of 551 October 14, 2025 Picture 3: Looking north to 3211 Titan Trail. Picture 4: Looking northwest toward the truck wash. Site Plan Amendment- S. of 3211 Titan Trail Page 100 of 551 October 14, 2025 PUBLIC /OPEN SPACES/ SCHOOLS: UTILITIES: WATER, SANITARY SEWER, STORM SEWER, ETC. RELATIONSHIP TO COMPREHENSIVE LAND USE PLAN: STAFF ANALYSIS — ZONING ORDINANCE: STAFF ANALYSIS — SUBDIVISION ORDINANCE: STAFF RECOMMENDATION: The Katoski Greenbelt is 2,000 feet to the west. There are no schools in the immediate vicinity. There is a 12" water main in front along Titan Trail, and a 20" water main running through the back of the property. There is also an 8" sanitary sewer running along Titan Trail. The Future Land Use Map designates this area as Business Park. The proposed site plan amendment would be in conformance with the Comprehensive Plan and Future Land Use Map for this area. The applicant is requesting to build a 50'x 100' (5,000 square foot) building. The building will be used to store their work vehicles and materials for the electrical contractor business. The site plan states that there will be 10 parking spaces. This will be enough to meet the parking requirements as only 6 parking spaces are required by the ordinance. The building will have a side yard setback of 10 feet. The parking lot in front of the building will be set back from the sidewalk, and will be 50 feet deep. The building will be approximately 18 feet tall. Sidewalks are required to be built along the southeasterly side of Titan Trail, and the sidewalk is shown on their site plan. In the Technical Review Committee meeting, the Engineering Department noted that they will need site plans and drainage plans. Water Works noted that there is a 25 foot easement for a water main along the back of the property, which will restrict what that area can be used for There is no platting required for this request. Therefore, staff recommends that the request by Xcel Electric LLC for a Site Plan Amendment for the construction of a 5,000 square foot building in the "B-P" Business Park District located south of 3211 Titan Trail be approved for the following reasons: 1. The request is in conformance with the Comprehensive Plan and Future Land Use Map for this area. 2. The request would not appear to have a negative impact on the surrounding area. And with the following condition(s): 1. That the final site plan meets all applicable city codes, regulations, etc. including, but not limited to, parking, landscaping, screening, drainage, etc. 2. That additional aesthetically pleasing design elements are added to the building to keep the building in character with other buildings in the area, such as masonry block or EIFS systems on the buildings walls that face Titan Trail and Highway 63. Site Plan Amendment- S. of 3211 Titan Trail Page 101 of 551 City of Waterloo Planning, Programming and Zoning Commission October 14, 2025 South of 3211 Titan Trail Site Plan Amendment Xcel Electric, LLC Pnnr 1 f19 of cc1 W :'�` �': City of Waterloo Planning, Programming and Zoning Commission October 14, 2025 3211 Titan Trail Qy Location of Site Plan Amendment S e 4% Jk/ urces: Esri, TomTom, Garmin, FAO, NOAA, USGS, ©Ope tr tM p contributors, and the GIS Us C mmunky ii S. of 3211 Titan Trail Site Plan Amendment Xcel Electric, LLC Pnnr. 1(13 of cjrj1 W � E C-15 K Page 104 of 551 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Planning & Zoning Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Resolution setting the date of public hearing as November 3, 2025, for the sale and conveyance of 420 Bayard Street in the Church Row Neighborhood to Iowa Heartland Habitat for Humanity, including a Development Agreement including a demolition agreement and grant of $7,500.00 for infill housing development, and instruct the City Clerk to publish notice. RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION The City acquired the properties in question through the 657A process. Iowa Heartland Habitat for Humanity will be combining the properties and building a single family home. The City of Waterloo will agree to demolish the home, and provide the infill housing incentive of $7,500. NEIGHBORHOOD IMPACT Redevelopment of the lots would appear to have a positive impact on the neighborhood. DATA, ANALYSIS, AND STRATEGIES Infill Development IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS Sale of the City -owned lot would be considered by Council through the public hearing process whichrequires public notice of the hearing SOURCE OF EXPENDITURES Bonds ALTERNATIVE ACTION LEGAL DESCRIPTION THE NORTHEASTERLY SEVENTY-TWO (72) FEET OF LOT NO. TWO (2), IN BLOCK NO. Page 105 of 551 FIFTEEN (15), IN WHITNEY AND SEDGWICK'S ADDITION TO THE CITY OF WATERLOO, IOWA. (Also known as Parcel No. 8913-26-357-004) AND THE NORTHWESTERLY 30 FEET OF THE NORTHEASTERLY 112 % FEET AND THE SOUTHWESTERLY 6'/2 FEET OF THE NORTHEASTERLY 112 1/2 FEET OF THE SOUTHEASTERLY 30 FEET OF LOT 3 IN BLOCK 15 ALL IN WHITNEY AND SEDGWICK'S ADDITION TO THE CITY OF WATERLOO, IOWA, (Also known as Parcel No. 8913-26-357-005) ATTACHMENTS 1. 420 Bayard - Habitat D.A. 2. 420 Bayard Aerial Page 106 of 551 Preparer: Austin J. McMahon, Lange & McMahon, PLC, 222 1st St. E., Independence, IA (319) 234-5701 After recording, return to Community Planning & Development, 715 Mulberry Street, Waterloo, IA 50703. DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of this , day of 2025, by and between Iowa Heartland Habitat for Humanity ("Company"), and the City of Waterloo, Iowa ("City"). RECITALS A. Company is the owner of the real property legally described in Exhibit A (the "Property"). B. Company is willing and able to finance the developments, improvements, or rehabilitation ("Improvements" or "Project") as provided in this Agreement on the Property. C. City considers infill residential development within the City to be a benefit to the community and is willing, in furtherance of promoting the overall good and welfare of the community, to provide financial incentives to encourage and facilitate the same. City believes that such development is in the vital and best interests of the City and is in accordance with the public purposes and provisions of applicable State and local laws and requirements AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Sale of Property; Title. Subject to the terms hereof, City shall convey the Property to Company in its as -is condition for the sum of $1.00 ("Purchase Price"). Conveyance shall be by quitclaim deed. Without limiting the foregoing, the conveyance to Company shall be subject to (a) easements, servitudes, conditions and restrictions of record; (b) general utility and right-of-way easements sending the Property; (c) restrictions imposed by the City zoning ordinances and other applicable law; and (d) the terms of this Agreement, including a possibility of reverter. 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. Company may, at its own expense, prepare an updated abstract of title or may, at its own expense, obtain whatever form of title evidence it desires. 2. Improvements by Company. Company acknowledges that it has had a reasonable opportunity to inspect the Property and to conduct other due diligence related to the Page 107 of 551 Project. Company agrees to accept the Property in its "as is" condition, without any warranty from City, expressed or implied, as to its condition, its marketability, or its fitness for any particular purpose. There is currently a residential home situated on the Property which, subject to the terms of the Demolition Agreement appended hereto as Exhibit B, shall be demolished by the City. Within three (3) years of the completion of demolition in accordance with the Demolition Agreement, the Company, at its own cost and expense, shall construct a single-family dwelling on the Property to a finished state, including sidewalk, and shall be responsible for removal of all construction debris, proper leveling or shaping of groundscape, and grassing and/or landscaping (construction and finishing as so described are referred to collectively as the "Improvements" or the "Project"). The Improvements shall be constructed in accordance with the terms of this Agreement, all applicable City, state, and federal building codes, and shall comply with all applicable City ordinances and other applicable law. Company shall submit specific plans, building designs, and site plans for City review and approval before the undertaking the Improvements and shall not substantially deviate from such plans, specifications, or designs. 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. 2. Timeliness of Improvements; Unavoidable Delays; Possibility of Reverter. The parties agree that Company's commitment to perform the Improvements in a timely manner constitutes a material inducement for the City to extend the incentives provided for in this Agreement, and that without said commitment City would not do so. A. Deadlines. Subject to Unavoidable Delays (defined below), Company must obtain all applicable permits and Substantially Complete the Improvements within three (3) years from the completion of demolition in accordance with the terms of the Demolition Agreement. The term "Substantially Complete" means that the Improvements have been completed to the extent required or necessary in order for the City to issue a certificate of occupancy relating thereto and the City has verified that Improvements or Project elements for which no permit was necessary have been substantially completed. The City's Community Planning and Development Director may, but shall not be required to, consent to an extension of time of up to six (6) months for the construction of any phase of the Improvements. Any additional or longer time extensions will require consent of the City Council. B. Events Triggering Termination and/or Reverter of Title. If Company does not begin or Substantially Complete construction of the Improvements on the schedule(s) stated above, subject to Unavoidable Delays, then City may terminate this Agreement, and City shall then have no further obligation to Company under this Agreement. In connection with the termination of this Agreement by the City, and in addition to any other remedies available to the City under this Agreement, the parties agree that the City is entitled to have title to the Property conveyed to it, and Company agrees that it shall, at its own expense, promptly execute all documents, including but not limited to, a special warranty deed, or take such other actions as the City may reasonably request to effectuate said conveyance and to deliver to City title to the Property, free and clear of any lien, claim, charge, security interest, mortgage or encumbrance, or past -due or currently due property taxes (collectively, "Liens") arising by or through Company. Concurrently with delivery of the deed, Company shall also deliver to City the abstract of title. Company shall pay in full, so as to discharge or satisfy, all Liens on or against the Property. Appointment of Attorney in Fact: If Company fails to deliver such documents, including but not limited to a special warranty deed, to City within thirty (30) days after written demand by City, then 2 Page 108 of 551 City shall be authorized to execute, on Company's behalf and as its attorney -in -fact, the special warranty deed or other documents required by this Section, and for such limited purpose Company does hereby irrevocably constitute and appoint City as its attorney -in - fact. C. Unavoidable Delays. If development has commenced within the required period, as the same may be extended, and is subsequently stopped or delayed as a result of an act of God, war, civil disturbance, court order, labor dispute, fire, inclement weather, winter conditions, or other cause beyond the reasonable control of Company (each an "Unavoidable Delay"), the requirement that construction be completed by the Completion Deadline shall be tolled for a period of time equal to the period of Unavoidable Delay. 3. Indemnity. Company further agrees that it shall indemnify City and hold it harmless with respect to any demand, claim, cause of action, damage, cost, expense, liability or injury made, suffered, or incurred as a result of or in connection with the Project, or Company's failure to carry on or complete same, or any Lien or Liens on or against the Property of any type or nature whatsoever that attaches to the Target Property by virtue of Company's ownership of same. If City files suit to enforce the terms of this Agreement and prevails in such suit, then Company shall be liable for all legal expenses, including but not limited to reasonable attorney's fees, incurred by City. Company's duties of indemnity pursuant to this Section shall survive the expiration, termination or cancellation of this Agreement for any reason. 4. City Incentives. A. Infill Grant. City will pay an infill grant in the amount of $7,500.00 to Company within sixty (60) days of Substantial Completion of the Improvements. 5. Utilities. To the extent applicable, Company will be responsible for extending water, sewer, telephone, telecommunications, electricity, gas and other utility services from street right of way to any location on the Project Property and for payment of any associated connection fees. 6. No Encumbrances; Limited Exception. Until the Improvements are Substantially Completed, Company agrees that it shall not create, incur, or suffer to exist any Liens on the Property, other than such mortgage or mortgages as may be reasonably necessary to finance Company's completion of the Improvements and of which Company notifies City before Company executes any such mortgage. Company may not mortgage the Target Property or any part thereof for any purpose except in connection with financing of the Improvements. Any other mortgage shall be void. 7. 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 Improvements or 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. 3 Page 109 of 551 8. 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. Until the Improvements have been 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. B. 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 where 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. 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. 9. 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. 10. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. It is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good standing under the laws of the State of Iowa. B. It has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement. C. This Agreement has been duly and validly authorized, executed and delivered by Company and, assuming due authorization, execution and delivery by the other parties hereto, is in full force and effect and is a valid and legally binding instrument of Company that is enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. D. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization or operating agreement of Company or of any contractual restriction, evidence of 4 Page 110 of 551 indebtedness, agreement or instrument of whatever nature to which Company is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. E. There are no actions, suits or proceedings pending or threatened against or affecting Company in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Company or which in any manner raises any questions affecting the validity of the Agreement or Company's ability to perform its obligations under this Agreement. 11. 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 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, the Target Property, or this Agreement, without the prior written consent of City, except as expressly authorized by 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) makes an assignment for the benefit of its creditors; (3) admits in writing its inability to pay its debts generally as they become due; (4) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of Company as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of Company, or part thereof, shall be appointed in any proceedings brought against Company and shall not be discharged within ninety (90) days after such appointment, or if Company shall consent to or acquiesce in such appointment; or (5) defaults under any mortgage applicable to the Target Property; or 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. 12. 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 5 Page 111 of 551 have been cured, or the Event of Default cannot reasonably be cured within 30 days and Company shall not have provided assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible. Upon termination, City may exercise any and all remedies available at law, equity, contract or otherwise for recovery of any sums paid by City to Company before the date of termination or to recover ownership of the Target Property as set forth in this Agreement. B. Default by City. Whenever any Event of Default in respect of City occurs and is continuing, Company may take such action against City to require it to specifically perform its obligations hereunder. Before exercising such remedy, Company shall give 30 days' written notice to City of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or if the Event of Default cannot reasonably be cured within 30 days and City shall not have provided assurances reasonably satisfactory to the Company that the Event of Default will be cured as soon as reasonably possible. 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. 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 Project Property arising after Company's acquisition of the Target Property or resulting from any defect in the Improvements. The indemnified parties shall not be liable for any damage or injury to the persons or property of Company or its directors, officers, employees, contractors or agents, or any other person who may be on or about the Project Property or the Improvements, due to any act of negligence or willful misconduct of any person, other than any act of negligence or willful misconduct on the part of any such indemnified party or its officers, employees or agents. B. Except for any willful misrepresentation, any willful misconduct, or any unlawful act of the indemnified parties, Company agrees to protect and defend the indemnified parties, now or forever, and further agrees to hold the indemnified parties harmless, from any claim, demand, suit, action or other proceedings or any type or nature whatsoever, by any person or entity whatsoever that arises or purportedly arises from (1) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by Company against the City to enforce its rights under this Agreement), or (2) the acquisition and condition of the Target Property and the construction, installation, ownership, and operation of the Improvements, or (3) otherwise as a result of or in connection with the Project or Company's failure to carry on or complete same. C. The indemnification obligations under this Section shall include attorneys' fees and expenses incurred by any indemnified party. The provisions of this Section shall survive the expiration or termination of this Agreement. 6 Page 112 of 551 14. 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. 15. 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. 16. 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. 17. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight air courier service, by United States registered or certified mail, postage prepaid, or by facsimile (with an additional copy delivered by one of the foregoing means), and addressed: (a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, Attention: Mayor, with copies to the Community Planning and Development Director. (b) if to Company, at 803 W. 5th Street, Waterloo, Iowa 50702, Attention: Executive Director. Delivery or service of notice shall be deemed complete upon any of the following: (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, or (iii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid. A party may change the address for giving notice by any method set forth in this Section. 18. 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. 19. 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. 7 Page 113 of 551 20. 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. 21. 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. 22. 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. 23. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 24. Counterparts. This Agreement may be executed in one or more counterparts, each of which, including signed counterparts delivered by facsimile or other electronic means, shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 25. 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. 26. 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] 8 Page 114 of 551 CITY OF WATERLOO, IOWA By: Quentin Hart, Mayor Date: Attest: Kelley Felchle, City Clerk IOWA HEARTLAND HABITAT FOR HUMANITY By: Date: Ali Parrish, Executive Director 9 Page 115 of 551 EXHIBIT A Description of Property THE NORTHEASTERLY SEVENTY-TWO (72) FEET OF LOT NO. TWO (2), IN BLOCK NO. FIFTEEN (15), IN WHITNEY AND SEDGWICK'S ADDITION TO THE CITY OF WATERLOO, IOWA. (Also known as Parcel No. 8913-26-357-004) AND THE NORTHWESTERLY 30 FEET OF THE NORTHEASTERLY 112 'A FEET AND THE SOUTHWESTERLY 61/2 FEET OF THE NORTHEASTERLY 112 1/2 FEET OF THE SOUTHEASTERLY 30 FEET OF LOT 3 IN BLOCK 15 ALL IN WHITNEY AND SEDGWICK'S ADDITION TO THE CITY OF WATERLOO, IOWA, (Also known as Parcel No. 8913-26-357-005) Page 116 of 551 2 Page 117 of 551 DEMOLITION AGREEMENT This Demolition Agreement (the "Agreement") is entered into effective as of , 2025, by and between Iowa Heartland Habitat for Humanity ("Company"), and the City of Waterloo, Iowa ("City"). RECITALS A. Company and City are parties to a certain Development Agreement, and in furtherance of said Development Agreement, City is willing and agrees, subject to the terms of this Agreement, to demolish structures, foundations, cement pads, sidewalks (except public sidewalks) and other improved features on the Property (as described in ExhibitA)and further agrees to remove all debris, bring fill as needed, and level the sites to grade. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises exchanged herein, and for other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. City Obligations. City agrees to demolish the single family home„ foundation, cement pads, sidewalks (except public sidewalks) and other improved features on the Property, and further agrees to remove all debris, bring fill as needed, and level the sites to grade. City makes no warranties with respect to any to such work, and disclaims all warranties, express or implied. 2. Company Obligations; Indemnity. Company agrees to allow the City of Waterloo, its officials, officers, employees, contractors and agents to enter the Property to perform and complete its Obligations. Company agrees to indemnify and hold harmless the City, its officials, officers, employees, contractors and agents (the "indemnified parties"), with respect to any and all claims for injuries, death, property damage, property loss or otherwise arising from or in connection with the acts or omissions of the indemnified parties in connection or pursuant to this Agreement, except those claims arising out of the negligent acts or omissions or willful misconduct of the indemnified parties or noncompliance or violation of applicable law by an indemnified party. 3. City's Obligations Contingent. Each and every Obligation of City under this Agreement is subject to and contingent upon City's completion of any and all procedures, hearings, and approvals deemed necessary by City or its legal counsel to perform its Obligations. 4. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight air courier service, by United States registered or certified mail, postage prepaid, and addressed: (a) If to City, 715 Mulberry Street, Waterloo, Iowa 50703, Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. (b) If to Company, at 803 W. 5th Street, Waterloo, Iowa 50702, Attention: Executive Director. 3 Page 118 of 551 Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, (iii) 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. 5. Miscellaneous Provisions. This Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement is the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior understandings or agreements relating to the subject matter hereof, whether oral or written, and this Agreement may not be modified except by the mutual written agreement of both parties. 6. 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. IN WITNESS WHEREOF, the parties have executed this Demolition Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA IOWA HEARTLAND HABITAT FOR HUMANITY By: By: Quentin M. Hart, Mayor Attest: Kelley Felchle, City Clerk Title: 4 Page 119 of 551 Exhibit "A" Description of Property THE NORTHEASTERLY SEVENTY-TWO (72) FEET OF LOT NO. TWO (2), IN BLOCK NO. FIFTEEN (15), IN WHITNEY AND SEDGWICK'S ADDITION TO THE CITY OF WATERLOO, IOWA. (Also known as Parcel No. 8913-26-357-004) AND THE NORTHWESTERLY 30 FEET OF THE NORTHEASTERLY 112 'A FEET AND THE SOUTHWESTERLY 61/2 FEET OF THE NORTHEASTERLY 112 1/2 FEET OF THE SOUTHEASTERLY 30 FEET OF LOT 3 IN BLOCK 15 ALL IN WHITNEY AND SEDGWICK'S ADDITION TO THE CITY OF WATERLOO, IOWA, (Also known as Parcel No. 8913-26-357-005) 5 Page 120 of 551 420 Bayard Note: Base map data source is Black Hawk County. This map does not represent a survey. no liability is assumed for the actuary of the data delineated herein, either expressed or implied by Black Hawk County, the Black Hawk County Assessor, or their employees. The City of Waterloo makes no warranty, express or Implied, as to the accuracy of the information shown on this map, and expressly disclaims liability for the accuracy thereof. Users should refer to official plats, surveys, recorded deeds, etc. located at the Black Hawk County Assessor's Office for complete and accurate information. 0 10 20 30 ICCM Feet 420 Baijard Street Habitat Dnnn 101 of gg1 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT MEETING DATE Fire Rescue Department October 20, 2025 AGENDA ITEM TITLE Resolution approving the Provider Participation Agreement for FY 2027, and authorizing the Medical Supervisor, Jason Hernandez, to execute said agreement. RECOMMENDED COUNCIL ACTION Approve the Provider Participation Agreement for FY 2027, and authorize the Medical Supervisor, Jason Hernandez, to execute said agreement. SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. IA GEMT FY27 City of Waterloo PPA Page 122 of 551 d n WAk,, 1 Human Services 1 Clear Form / PROVIDER PARTICIPATION AGREEMENT IOWA DEPARTMENT OF HEALTH AND HUMAN SERVICES (HHS) GROUND EMERGENCY MEDICAL TRANSPORTATION (GEMT) UNCOMPENSATED COST PROSPECTIVE PAYMENT PROGRAM Provider Name: Waterloo Fire Rescue Provider NPI Number: 181 1076565 Statement of Intent The purpose of this Agreement is to allow participation in the Ground Emergency Medical Transportation (GEMT) Uncompensated Cost Reimbursement Program by the governmentally owned or operated provider, named above and hereinafter referred to as Provider, subject to the Provider's compliance with the requirements and responsibilities set forth in this Agreement. Provider Responsibilities By entering into this Agreement, the Provider agrees to the following: A. Provider agrees to comply with each of the following, as periodically amended: 1. Title XIX of the Social Security Act 2. Titles 42 and 45 of the Code of Federal Regulations (CFR) 3. Iowa Medicaid State Plan 4. State issued policy directives, including the Iowa Medicaid Ambulance Provider Manual 5. Terms of the Provider's Iowa Medicaid Provider Enrollment Agreement B. Provider agrees to ensure all applicable state and federal requirements, as identified in paragraph A, above, are met in rendering services under this Agreement. The Provider understands and agrees that their failure to meet all applicable state and federal requirements in rendering services subject to reconciled cost reimbursement under this Agreement shall be sufficient cause for the state to deny or recoup payment to the Provider as well as terminate this Agreement. C. Provider agrees to comply with the following allowable expenses and fiscal documentation requirements: 1. Submit annually the GEMT Program cost report to Iowa Medicaid 2. Maintain for review and audit, and supply to the state upon request, auditable documentation of all amounts claimed, and any other records required by the state and CMS, pursuant to this agreement to permit a determination of expenses allowed. 3. If the allowance of an expense or appropriateness of an expense cannot 470-0087 (09/25) Page 123 of 551 be determined by the state because fiscal records or other documentation is not present or is inadequate, according to generally accepted accounting principles or practices, all questionable costs may be disallowed and payment may be withheld by the State. D. Provider agrees to submit within the timeframes determined by the State, transfer of the non- federal share of the GEMT uncompensated cost reimbursement according to the Intergovernmental Transfer of Public Funds Agreement prior to the uncompensated cost prospective payments from HHS. E. Provider agrees to accept as payment in full the reimbursement received for services subject to reconciled cost reimbursement pursuant to this Agreement. Under no circumstance will the total amount of reimbursement received exceed one hundred percent (100%) of actual care costs. As such, if the Provider does not have any uncompensated care costs, the Provider will not receive a payment under this program. F. Provider agrees that when it is determined that they received federal funds in excess of their determined cost per transport, the state shall recover the excess in accordance with state and federal regulations within 30 (thirty) calendar days. Limitations of State Liability A. Notwithstanding any other provision of this Agreement, the HHS shall be held harmless from any federal audit disallowance and interest resulting from payments made by the federal Medicaid program as reimbursement for costs of providing services. B. To the extent that a federal audit disallowance and interest results from costs for which the Provider has received reimbursement, the HHS shall recoup from the Provider, upon written notice, amounts equal to the amount of the disallowance and interest in that fiscal year for the disallowed costs. All subsequent costs submitted to the HHS applicable to any previously disallowed cost, may be held in abeyance with no payment made until the federal disallowance issue is resolved. C. Notwithstanding paragraphs A and B above, to the extent that a federal audit disallowance and interest results from costs which the Provider has received reimbursement for services provided by a nongovernmental entity under contract with, and on behalf of the Provider, the HHS shall be held harmless by the Provider for one -hundred percent (100%) of the amount of any such federal audit disallowance and interest. 470-0087 (09/25) Page 124 of 551 TERMS OF THIS AGREEMENT The period of this Cooperative Agreement shall begin July 1, 2026. This Agreement may be canceled or amended at any time upon agreement by both parties or by either party after giving thirty (30) days prior notice in writing to the other party provided, however, that reimbursement shall be made for the period when the contract is in full force and effect. GEMT Provider Signature Date GEMT Provider Printed Name 470-0087 (09/25) Page 125 of 551 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT MEETING DATE Fire Rescue Department October 20, 2025 AGENDA ITEM TITLE Resolution approving the Ground Emergency Medical Transport (GEMT) program related IGT Fund Transfer Agreement for FY 2027, and authorizing the mayor to execute said document. RECOMMENDED COUNCIL ACTION Approve the Ground Emergency Medical Transport program IGT Fund Transfer Agreement for FY 2027, and authorize the mayor to execute said agreement. SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. IA GEMT FY27 City of Waterloo IGT Agreement Page 126 of 551 WA. Health and Human Services INTERGOVERNMENTAL TRANSFER OF PUBLIC FUNDS AGREEMENT BETWEEN THE IOWA DEPARTMENT OF HEALTH AND HUMAN SERVICES AND City of Waterloo DBA Waterloo Fire Rescue Ground Emergency Medical Transportation Provider (GEMT Provider) This Intergovernmental Transfer Agreement (Agreement) is entered into between the Iowa Department of Health and Human Services (HHS) and the ground emergency medical transportation (GEMT) Provider. It provides for an intergovernmental transfer of funds to the HHS from the GEMT Provider to provide the non-federal share of the reconciled cost reimbursement amount for the uncompensated Medicaid cost associated with GEMT services. The GEMT Provider is authorized by House File (HF) 2285 of the 2018 Iowa legislative session to enter and carry out an Intergovernmental Transfer (IGT) Agreement to transfer funds through IGTs to the HHS for use as the non-federal share of Medicaid expenditures. AGREEMENT 1. GEMT Program Compliance. Attached hereto as Attachment A is State Plan Amendment IA-19-002 (SPA), which address the GEMT Program. The GEMT Provider shall always comply with all requirements of the SPA. 2. Compliance with Provider Agreement and GEMT Program Eligibility. The GEMT Provider's Iowa Medicaid Provider Agreement is incorporated herein by reference. The parties stipulate to the inclusion of any future amendments or replacement of any such Provider Agreements by this reference. The GEMT Provider hereby represents, warrants and covenants that is and at all relevant times will be an Eligible GEMT Provider as that term is defined in the SPA. If at any time the GEMT Provider's status changes such that it is no longer an Eligible GEMT Provider, the GEMT Provider shall immediately notify the HHS. 3. Fund Transfer. The GEMT Provider agrees to transfer funds to HHS at the times and in the amounts determined in accordance with the following paragraphs of this Agreement. The transfer shall be made prior to the payment by HHS for the uncompensated Medicaid cost associated with GEMT services. The GEMT Provider will transfer funds to HHS equivalent to the non-federal share of the payments to be made upon notification by HHS. 4. Funds Certification. The GEMT Provider shall certify that the funds transferred qualify for federal financial participation (FFP) pursuant to 42 CFR part 433 subpart B and are not derived from impermissible sources such as recycled Medicaid payments, federal money excluded from use as State match, impermissible taxes, and non -bona fide provider -related donations. Impermissible sources do not include revenue received from programs such as Medicare or Medicaid to the extent that the program revenue is not obligated to the State as the source of funding. 5. Record Retention and Access. The parties agree that each shall maintain necessary records and supporting documentation applicable to the uncompensated Medicaid 470-0086 (9/25) Page 127 of 551 cost associated with GEMT services payments to assure that claims for total funds and federal funds are in accordance with applicable federal requirements, including but not limited to those record retention requirements set forth in the SPA. The parties agree to make those records available to the parties and to all state or federal oversight authorities immediately upon request. 6. Notices: Any written notice required by this Agreement shall be sent to: For: Waterloo Fire Rescue GEMT Provider Printed Name: Jason Hernandez Title: Medical Supervisor Address: 425 E 3rd St, Waterloo, IA 50703 Email Address:jason.hernandez@waterloo-ia.org For HHS: Printed Name: Iowa Department of Health and Human Services Title: Iowa Medicaid Address: 321 E. 12th Street Des Moines, IA 50319 Email Address: costaudit@hhs.iowa.gov 7. Repayment Obligation: In the event that any State and/or federal funds are deferred and/or disallowed because of any audits or expended in violation of the laws applicable to the expenditure of such funds, the GEMT Provider shall be liable to the Agency for the full amount of any claim disallowed and for all related penalties incurred. The requirements of this paragraph shall apply to the GEMT Provider as well as any subcontractors of the GEMT Provider. To the extent that the GEMT Provider receives payments that exceed the permissible amount allowed pursuant to the SPA, the parties hereby deem the excess funds received by the GEMT Provider to be an "overpayment" subject to return to the HHS within 60 days pursuant to Section 2.5 of the Provider Agreement. 470-0086 (9/25) Page 128 of 551 8. Assignment: This Agreement is not assignable. 9. No Third -Party Beneficiaries. There are no third -party beneficiaries to this Agreement. This Agreement is intended only to benefit the HHS and the GEMT Provider. 10. Amendment: This Agreement may be modified at any time by the written agreement of both parties. 11. Term & Termination: This Agreement covers the period beginning on or after July 1, 2027, and ending June 30, 2028. This Agreement may be canceled by either party after giving thirty (30) days prior notice in writing to the other party. All obligations of the parties incurred or existing under this Agreement as of the date of expiration or termination survive the expiration or termination of the Agreement. 12. Execution: In consideration of the mutual covenants in this Agreement and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the parties have entered into this Agreement and have caused their duly authorized representatives to execute this Agreement. Waterloo Fire Rescue GEMT Provider Name Authorized Representative Signature Authorized Representative Printed Name Authorized Representative Title Iowa Department of Health and Human Services Date Director Date 470-0086 (9/25) Page 129 of 551 Attachment A — Approved State Plan Amendment IA-19-002 Page 130 of 551 State/Territory: Revised Submission 7.10.19 Attachment 4.19-B PAGE - 16d - IOWA Methods and Standards for Establishing Payment Rates for Other Types of Care Supplemental payment for publicly owned or operated ground emergency medical transportation providers This program provides supplemental payments for eligible Ground Emergency Medical Transportation (GEMT) providers that meet specified requirements and provide GEMT services to Iowa Medicaid members. Supplemental payments provided by this program are available only for the uncompensated and allowable direct and indirect costs incurred by eligible GEMT providers while providing GEMT services to Iowa Medicaid members. The supplemental payment covers the gap between the eligible GEMT provider's total allowable costs for providing GEMT services as reported on the GEMT services cost report and the amount of the base payment, mileage, and all other sources of reimbursement. The supplemental payment amounts shall be calculated annually on a prospective basis after the conclusion of each state fiscal year (SFY). Payments shall not be paid as individual increases to current reimbursement rates as described in other parts of this state plan for GEMT services. This supplemental payment applies only to Iowa Medicaid services rendered to Iowa Medicaid members by eligible GEMT providers on or after July 1, 2019. A. Definitions 1. "Department" means the Iowa Department of Human Services. 2. "Direct Costs" means all costs that can be identified specifically with particular final cost objectives in order to meet all medical transportation mandates. 3. "Shared Direct Costs" are direct costs that can be allocated to two or more departmental functions or cost objectives on the basis of shared benefits. 4. "Indirect Costs" means costs for a common or joint purpose benefitting more than one cost objective that are allocated to each benefiting objective using an agency approved indirect rate or an allocation methodology. Indirect costs rate or allocation methodology must comply with 2 C.F.R. Part 200 and CMS non -institutional reimbursement policy. State Plan TN # IA-19-002 Effective July 1, 2019 Superseded TN # NEW Approved July 12, 2019 Page 131 of 551 State/Territory: Revised Submission 7.10.19 Attachment 4.19-B PAGE - 16e- IOWA Supplemental payment for publicly owned or operated ground emergency medical transportation providers 5. "Eligible GEMT Provider" means a provider who is eligible to receive supplemental reimbursement because it meets all of the following requirements continuously during the claiming period: a. Provides Ground Emergency Medical Transportation services to Iowa Medicaid members. b. It is a provider that is enrolled as an Iowa Medicaid provider for the period being claimed. c. Is owned or operated by an eligible governmental entity, to include the state, a city, county, fire protection district, community services district, health care district, federally recognized Indian tribe or any unit of government as defined in 42 C.F.R. Sec. 433.50. 6. "Dry Run" means a run that does not result in either a transport or a delivery on -site of Medicaid covered services. 7. "GEMT Transport" means GEMT services provided by eligible GEMT providers to individuals and does not, include dry runs as defined in Paragraph, A.6. 8. "GEMT Services" means both the act of transporting an individual from any point of origin to the nearest medical facility capable of meeting the emergency medical needs of the patient, as well as the advanced, limited -advance, and basic life support services provided to an individual by GEMT providers before or during the act of transportation. a. "Advanced Life Support" means special services designed to provide definitive prehospital emergency medical care, including but not limited to, cardiopulmonary resuscitation, cardiac monitoring, cardiac defibrillation, advanced airway management, intravenous therapy, administration with drugs and other medicinal preparations, and other specified techniques and procedures. State Plan TN # IA-19-002 Effective July 1, 2019 Superseded TN # NEW Approved July 12, 2019 Page 132 of 551 State/Territory: Revised Submission 7.10.19 Attachment 4.19-B PAGE - 16f- IOWA Supplemental payment for publicly owned or operated ground emergency medical transportation providers b. "Limited -Advanced Life Support" means special services to provide prehospital emergency medical care limited to techniques and procedures that exceed basic life support but are less than advanced life support services. c. "Basic Life Support" means emergency first aid and cardiopulmonary resuscitation procedures to maintain life without invasive techniques. 9. "Service Period" means the period from July 1 through June 30 of each SFY. 10. "Shift" means a standard period of time assigned for a complete cycle of work, as set by each eligible GEMT provider. The number of hours in a shift may vary by GEMT provider, but will be consistent to each GEMT provider. B. Supplemental Reimbursement Methodology — General Provisions 1. Computation of allowable costs and their allocation methodology must be determined in accordance with Medicaid cost principles at 2 C.F.R. Part 200, which establish principles and standards for determining allowable costs and the methodology for allocating and apportioning those expenses to the Iowa Medicaid program, except as expressly modified below. 2. Iowa Medicaid base payments to the GEMT providers for providing GEMT services are derived from the Ambulance provider fee schedule established for reimbursements payable by the Iowa Medicaid program by procedure code. The base payments for these eligible GEMT providers are fee -for -service (FFS) payments. The primary source of paid claims data and other Iowa Medicaid reimbursements is the Iowa Medicaid Management Information System (IA-MMIS). The number of paid Iowa Medicaid FFS GEMT transports is derived from and supported by the IA-MMIS reports for services during the applicable service period. State Plan TN # IA-19-002 Effective July 1, 2019 Superseded TN # NEW Approved July 12, 2019 Page 133 of 551 State/Territory: Attachment 4.19-B Revised Submission 7.10.19 PAGE - 16g- IOWA Supplemental payment for publicly owned or operated ground emergency medical transportation providers 3. The total uncompensated care costs of each eligible GEMT provider available to be reimbursed under this supplemental payment program will equal the shortfall resulting from the allowable costs determined using the Cost Determination Protocols (Section C.) for each eligible GEMT provider rendering GEMT services to Iowa Medicaid members net of the amounts received and payable from the Iowa Medicaid program and all other sources of reimbursement for GEMT services provided to Iowa Medicaid members. If the eligible GEMT providers do not have any uncompensated care costs, then the provider will not receive supplemental reimbursement under this supplemental payment program. 4. The Iowa Medicaid supplemental payment under this segment are the uncompensated care costs for GEMT services provided by eligible GEMT providers to Iowa Medicaid members as determined by the Prospective Supplemental Payment Amount (Section D.). C. Cost Determination Protocols 1. An eligible GEMT provider's specific allowable cost per-GEMT transport rate will be calculated based on the provider's audited financial data reported on the GEMT services cost report. The per-GEMT transport cost rate will be the sum of actual allowable direct, shared direct, and indirect costs of providing GEMT services (excluding cost associated with dry runs as defined in Paragraph A.6 and runs where a Medicaid covered service was delivered but no transport occurred) divided by the actual number of GEMT transports (including dry runs as defined in Paragraph A.6 and runs where a Medicaid covered service was delivered but no transport occurred) provided for the applicable service period. a. Direct costs for providing GEMT services include only the unallocated payroll costs for the shifts in which personnel dedicate 100 percent of their time to providing GEMT services, medical equipment and supplies, and other costs directly related to the delivery of covered services, such as first -line supervision, materials and supplies, professional and contracted services, capital outlay, travel, and training. These costs must be in compliance with Medicaid non -institutional reimbursement policies and are directly attributable to the provision of the GEMT services. State Plan TN # IA-19-002 Effective July 1, 2019 Superseded TN # NEW Approved July 12, 2019 Page 134 of 551 State/Territory: Revised Submission 7.10.19 Attachment 4.19-B PAGE - 16h- IOWA Supplemental payment for publicly owned or operated ground emergency medical transportation providers b. Shared direct costs for GEMT services must be allocated for personnel, capital outlay and other costs; such as medical supplies, professional and contracted services, training and travel. The personnel costs will be allocated based on a percentage of total hours logged performing GEMT services activities versus other service activities. The capital and other shared direct costs will be allocated based on the percentage of total call volume. c. Indirect costs are determined by applying the cognizant agency specific approved indirect cost rate to its total direct costs (Paragraph C.1.a) or derived from provider's approved cost allocation plan. Eligible GEMT providers that do not have a cognizant agency approved indirect cost rate or approved cost allocation plan, the costs and related basis used to determine the allocated indirect costs must be in compliance with Medicaid cost principles specified at 2 C.F.R. Part 200. d. The GEMT provider specific per-GEMT transport cost rate is calculated by dividing the total net GEMT services allowable costs (Paragraph C.l.a, C.1.b, and C.l.c) of the specific provider by the total number of GEMT transports provided by the provider for the applicable service period. D. Prospective Supplemental Payment Amount 1. The Department will calculate annual prospective supplemental payment amounts for eligible GEMT provider on a per-GEMT transport basis. The per-GEMT transport prospective supplemental payment amount for each provider is based on the provider's completed annual cost report in the format prescribed by the Department for the applicable cost reporting year. The Department will make adjustments to the as -filed cost report based on the results of the most recently retrieved IA-MMIS report. 2. Each eligible GEMT provider must compute the annual cost in accordance with the Cost Determination Protocols (Section C.) and must submit the completed annual as - filed cost report, to the Department five (5) months after the close of the service period. State Plan TN # IA-19-002 Effective July 1, 2019 Superseded TN # NEW Approved July 12, 2019 Page 135 of 551 State/Territory: Revised Submission 7.10.19 Attachment 4.19-B PAGE - 16i- IOWA Supplemental payment for publicly owned or operated ground emergency medical transportation providers 3. The prospective supplemental payment amount is calculated by subtracting from Iowa Medicaid's portion of the total GEMT allowable costs (Paragraph C.1) from the as -filed cost report adjusted by the Department (Paragraph D.1), the total Iowa Medicaid base payments (Paragraph B.2) and other payments, such as Iowa Medicaid co -payments, received by the providers for providing GEMT services to Iowa Medicaid members. The result of this calculation is the uncompensated care costs for GEMT services provided to Iowa Medicaid members. 4. The result in Paragraph D.3 is divided by the Iowa Medicaid GEMT transports (including dry runs as defined in Paragraph A.6) from the as -filed cost report adjusted by the Department to calculate the per-GEMT services prospective supplemental payment amount. This amount will be paid prospectively, in addition to the Iowa Medicaid base payments (Paragraph B.2) on a claim by claim basis. 5. The prospective supplemental payment amount will be updated the following July 1, and every year thereafter, following submission and review of the cost report. Specifically, the prior year's uncompensated care amount per Medicaid transport will be paid as an adjustment to the following year's base rate. E. Eligible GEMT Provider Reporting Requirements Eligible GEMT providers shall: 1. Submit the GEMT services cost report no later than five (5) months after the close of the CY, unless a provider has made a written request for an extension and such request is granted by the Department. 2. Provide supporting documentation to serve as evidence supporting information on the submitted cost report and the cost determination as specified by the Department. 3. Keep, maintain, and have readily retrievable, such records as specified by the Department to fully disclose reimbursement amounts to which the eligible government entity is entitled, and any other records required by CMS. State Plan TN # IA-19-002 Effective July 1, 2019 Superseded TN # NEW Approved July 12, 2019 Page 136 of 551 State/Territory: Revised Submission 7.10.19 Attachment 4.19-B PAGE - 16j- IOWA Supplemental payment for publicly owned or operated ground emergency medical transportation providers 4. Comply with the allowable cost requirements provided in 2 C.F.R. Part 200, and Medicaid non -institutional reimbursement policy. F. Department Responsibilities 1. The Department will submit to CMS claims for GEMT services that are allowable and in compliance with federal laws and regulations and Medicaid non -institutional reimbursement policy. 2. The Department will, on an annual basis, submit any necessary materials to the federal government to provide assurances that claims will include only those expenditures that are allowable under federal law. 3. The Depaitnient may conduct on -site audits as necessary and will complete the audit within two years of the postmark date of the accepted cost report. State Plan TN # IA-19-002 Effective July 1, 2019 Superseded TN # NEW Approved July 12, 2019 Page 137 of 551 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT MEETING DATE Finance Department October 20, 2025 AGENDA ITEM TITLE Resolution approving award of hotel/motel tax council discretionary funds to the BMHG in the amount of $6,800.00. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. BMHG HMT Discretionary Application 10.2025 FY26 Page 138 of 551 CITY OF L Community of Opportunity Waterloo City Council Discretionary Hotel -Motel Grant Application The City of Waterloo is offering grants to non-profit entities for projects and community events that support tourism, quality of life and which bring people to Waterloo's downtown area. Grant funds are made possible through Hotel/Motel tax funds received by the City of Waterloo. City Ordinance states 10% of the revenues generated from the Hotel -Motel Tax can be used as discretionary dollars of the City Council to enhance projects that support several defined areas. To apply, please complete the following application and send the original plus four complete copies to: City of Waterloo Finance Dept., City Hall, 715 Mulberry St., Waterloo, Iowa, 50703. Incomplete applications will be returned. 1. General Information (it is highly recommended that applications be typewritten. Use a separate sheet of paper, if necessary): Name of organization BMHG Name of facility/project Mind, Body, & Spirit Conference Contact person James Corye Johnson Email BMHG.voiceproject@gmail.com Address of organization or person completing application: Street 116 South Street City Waterloo state IA Zip 50701 Phone319-830-1610 Fax: Page 139 of 551 2. Please describe your project in detail a) Explain the project as though you were telling a complete stranger. b) Please be specific how the grant monies will be used in the overall project. a) Project Description (in plain language) The Mind, Body, and Spirit Conference is two-day event designed to strengthen the health and wellness of the Black men by addressing mental, physical, and spiritual well-being in an inclusive and empowering space. The conference brings together community leaders, healthcare professionals, faith -based organizations, and wellness practitioners to provide education, tools, and resources that promote whole -person health. Participants will experience interactive workshops, motivational speakers, and breakout sessions focused on topics such as stress management, men's mental health, caregiving, healthy relationships, nutrition, and holistic healing. The event creates a safe and affirming environment for open conversations about wellness, while connecting attendees to ongoing programs and services that continue beyond the conference. Ultimately, this project seeks to reduce health disparities and strengthen community resilience by increasing access to culturally responsive mental health and wellness resources. b) Use of Grant Funds Grant funds will be used to support key elements necessary to make the conference accessible, high -quality, and sustainable. Specifically, funds will cover: Venue and logistics: Rental of the Waterloo Convention Center and related setup needs. Speakers and facilitators: Honoraria for local and regional experts leading breakout sessions and keynotes. Marketing and outreach: Printing materials, social media advertising, and community radio to ensure diverse attendance and reach underserved populations. Evaluation and follow-up: Tools for collecting feedback, measuring impact, and connecting participants to post -conference wellness resources. Every dollar will be used to enhance engagement, increase accessibility, and ensure the event creates lasting impact in the community. Page 140 of 551 3. What is the mission of your organization? BMHG is a nonprofit organization dedicated to strengthening community well-being through accessible mental health support, our mission is to provide compassionate, high -quality mental health services at little to no cost - ensuring every individual has the opportunity to health, grow, and thrive. 4. How long has your organization been in existence? July 2025 S. How many staff members and/or volunteers are involved in this organization and the project? One staff person, myself and four volunteers. 6. 'lease indicate all the categories that your projects supports: Category t — Supports tourism and heads on beds i l Category 2 — Supports and assists community events DCategory 3 — Brings people downtown I r ( Category 4 — Supports Waterloo quality of life 7. Please provide a detailed description of your project, together with a statement of how your project fits into one or more of the above listed 4 categories. Category 1 — Supports tourism and heads on beds: The conference' attracts attendees from outside Waterloo, encouraging overnight stays at local hotels, dining in nearby restaurants, and visits to cultural and recreational attractions. We are advertising in areas with the hope we have guests from Cedar Rapids, Des Moines, Chicago, and Minneapolis, directly contributing to local tourism revenue. Category 3 — Brings people downtown: Hosting the event at the Waterloo Convention Center brings hundreds of visitors directly into the downtown area, increasing visibility for nearby shops, restaurants, and public attractions. The event will create foot traffic. Category 4 — Supports Waterloo quality of life: By addressing mental health, care giving, physical wellness, and spiritual resilience, the conference strengthens the overall well-being of the community. Attendees leave with actionable tools, new connections, and renewed motivation to live healthier, more balanced lives — enhancing both individual and collective quality of life in Waterloo. Page 141 of 551 8. If your project has or will continue for more than one year, please explain your plans for financial sustainability The Mind, Body, and Spirit Conference is designed as an annual event that grows in reach and impact each year. Our long-term goal is to make the conference a self-sustaining community cornerstone that continues to promote wellness, education, and connection throughout the region. To ensure sustainability beyond the first year, we are implementing the following strategies: Diverse Funding Streams: We are building a blend of financial support through sponsorships, vendor fees, ticket sales, grants, and partnerships with healthcare organizations, faith -based groups, and local businesses. This approach reduces reliance on any single funding source and ensures a balanced, long-term budget model. Community and Corporate Partnerships: The Voice Project LLC is cultivating partnerships with regionat hospitals, mentat health agencies, and local employers who value wellness and diversity initiatives. These partnerships not onty provide funding but also inkind contributions such as promotional support, materials, and professional expertise. Incremental Growth and Cost Management: Each year, we evaluate event outcomes and scale the conference responsibly —Leveraging volunteer support, student interns, and collaborations with community organizations to reduce costs while maintaining high -quality programming. Revenue Reinvestment: Proceeds from registrations, sponsorships, and vendor participation are reinvested into future conferences and year-round wellness initiatives that strengthen the event's reputation and impact. 9. Give an estimate of how you plan to measure the success of the project The Mind, Body, and Spirit Conference will measure success using clear, SMART goals: Specific: Host a full -day wellness conference addressing mental, physical, and spiritual health for the Waterloo community and beyond. Measurable: Achieve 200 attendees (20% from outside Waterloo); 75% participation in multiple sessions; 90% positive satisfaction from post -event surveys; and at least 10 community sponsors or vendors. Achievable: Goals are based on previous community engagement levels and growing regional interest in health and wellness events. Relevant: Outcomes directly support Waterloo's quality of life, downtown vibrancy, and tourism by drawing visitors and promoting community health. Time -Bound: Track registration and sponsorship progress monthly before the November 8, 2025 event; conduct participant surveys within two weeks post -event; and complete an evaluation summary within 60 days to guide planning for the next year. This approach ensures measurable outcomes, ongoing accountability, and long-term community impact. 10. Describe specifically how the proposed project will be marketed. The Mind, Body, and Spirit Conference will be promoted through a coordinated digital, print, and community -based marketing strategy. Digital advertising on Facebook, Instagram, and Linked -In will target regional audiences interested in wellness and community events. The event website — www.mbsconference.org — will provide registration, speaker information, and sponsorship details. Locally, flyers, posters, and media releases will be shared through community centers, churches, libraries, and local media outlets such as Soul Town Magazine. Partner organizations, health providers, and faith -based networks will assist in outreach through newsletters and social platforms. Additionally, conference ambassadors and community leaders will engage in word-of-mouth promotion to encourage participation. This multi -channel approach ensures strong community awareness, regional attendance, and lasting engagement before, during, and after the event. Page 142 of 551 11. Please provide a detailed description of the budget. Please include information about additional funding sources, income and how the hotel/motel tax grant fits into the overall budget. The total budget for the Mind, Body, and Spirit Conference is $68,000, covering all event costs to ensure a high -quality, inclusive experience for attendees. Major Expenses Include: Conference Facility (Waterloo Convention Center, 5 rooms) — $4,000 Continental Breakfast for 200 guests — $2,400 Lunch for 200 guests — $3,400 Dinner for 200 guests - $6,400 Planetary Speakers (3 speakers: 2 @ $10,000, 1 @ $5,000) — $25,000 Online platforms and outreach 4,600.00 Funding sources: Foundations Grants (4 @ $1,000 each) — Pending $5,000 Experience Waterloo Mini Grant — Pending $3,000 Sponsorships, vendor fees, registration income — Estimated $20,000 12. Please include in your submitted materials: • Tax exempt status • W-9 form 13. We ask that you will submit a single page final report detailing the results of your project one month after the completion of the project. If you do not submit your final report within a month after completion you will not be eligible for further funding. • Were your intended goals for the project met? Please provide details. • How were the funds spent? Please be specific. *********it*.xxxxxxxxxxxxxx****irir****************xxxx*x*xx*xxxxxiexxxxxxxxxxxxxxxxxxx* BUDGET SUMMARY: Total Project Cost Additional Funding Sources In -Kind Services Hotel/Motel Tax Grant Request $ 68000 $ 60000 1,200.00 $ 6,800.00 Please note: Additional Funding Sources, In -Kind Services and Hotel/Motel 'Tax Grant Request must equal Total Project Cost. I have reviewed this Application for Hotel/Motel Grant Funds from the City of Waterloo. The information contained in this application plus any attachment(s) is accurate and complete to the best of my knowledge. The Hotel/Motel Tax Grant Funds are to be used for the express purpose as stated in the Grant Application. I, the undersigned, fully understand that if this program/project does not transpire, Waterloo City Council's recotntnendation for funding will be withdrawn and my organization will be responsible for refunding any portion of funds already received. 9 ilLf '' (L .2 , 1L1j.yCA-1 taiarzozs SO Sature of Applicant Date Page 143 of 551 Department of the Treasury Internal Revenue Service Tax Exempt and Government Entities IRs P.O. Box 2508 Cincinnati, OH 45201 BMHG 116 SOUTH STREET WATERLOO, IA 50701 Date: 07/29/2025 Employer ID number: 39-2708290 Person to contact: Name: Ms. Orozco ID number; 0143807 Telephone: 877-829-5500 Accounting period ending: December 31 Public charity status: 509(a)(2) Form 9901990-EZ 1990-N required: Yes Effective date of exemption: June 12, 2025- Contribution deductibility: Yes Addendum applies: No DIN: 26053571009645 Dear Applicant: We're pleased to tell you we determined you're exempt from federal income tax under Internal Revenue Code (IRC) Section 501(c)(3). Donors can deduct contributions they make to you under IRC Section 170. You're also qualified to receive tax deductible bequests, devises, transfers or gifts under Section 2055, 2106, or 2522. This letter could help resolve questions on your exempt status. Please keep it for your records. Organizations exempt under IRC Section 501(c)(3) are further classified as either public charities or private foundations. We determined you're a public charity under the IRC Section listed at the top of this letter. If we indicated at the top of this letter that you're required to file Form 990/990-EZ/990-N, our records show you're required to file an annual information return (Form 990 or Form 990-EZ) or electronic notice (Form 990-N, the e-Postcard). If you don't file a required return or notice for three consecutive years, your exempt status will be automatically revoked. If we indicated at the top of this letter that an addendum applies, the enclosed addendum is an integral part of this letter. For important information about your responsibilities as a tax-exempt organization, go to www.irs.gov/charities. Enter "4221-PC" in the search bar to view Publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities, which describes your recordkeeping, reporting, and disclosure requirements. Sincerely, Stephen A. Martin Director, Exempt Organizations Rulings and Agreements Letter 947 (Rev. 2-2020) Catalog Number 35152P Page 144 of 551 Form W -9 (Rev. March 2024) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Go to www.irs.gov/FormW9 for instructions and the latest Information. Give form to the requester. Do not send to the IRS. Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below, Print or type_ See Specific Instructions on page 3. 1 Name of entity/individual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner's name on line 1, and enter the business/disregarded entity's name an line 2.) James Corye Johnson 2 Business name/disregarded entity name, if different from above. BMHG 3a Check the appropriate box for federal tax classification of the entityTiindividual whose name is entered only one of the following seven boxes. ❑ IndividuaVsole proprietor ❑ C corporation ❑ S corporation ❑ Partnership on line 1. Check ❑ Trust/estate . . 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (it any) LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) . . Note: Check the "LLC" box above and, in the entry space, enter the appropriate code (C, S. or P) classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check box for the tax classification of its owner. El Other (see instructions) for the tax the appropriate Exemption from Foreign Account Tax Compliance Act (FATCA) reporting code (if any) 3b If on line 3a you checked "Partnership' or "Trust/estate," or checked "LLC" and entered "P" as its tax classification, and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check this box if you have any foreign partners, owners, or beneficiaries. See instructions ❑ fax to accounts maintained outside the United States.) 5 Address (number, street, and apt. or suite no.). See instructions. 116 South Street Requester's name and address (optional) 6 City, state, and ZIP code Waterloo, IA, 50701 7 List account number(s) here (optional) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. See also What Name and Number To Give the Requester for guidelines on whose number to enter. Social security number or Employer identification number 3 9 2 7 0 8 2 9 0 Part 1 Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct, Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, can d It on ) ebt, contributions to an individual retirement arrangement (IRA), and, generally, payments other than interest and diyiderrds, you are not requ' d to sign the ification, but you must provide your correct TIN. See the instructions for Part II, later. ///Z_d Sign Signature Here us. perso General Instr ctions Section references are o the Internal Revenue flode4nless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. What's New Line 3a has been modified to clarify how a disregarded entity completes this line, An LLC that is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, it should check the "LLC" box and enter its appropriate tax classification. Date New line 3b has been added to this form. A flow -through entity is required to complete this line to indicate that it has direct or indirect foreign partners, owners, or beneficiaries when it provides the Form W-9 to another flow -through entity in which it has an ownership interest. This change is intended to provide a flow -through entity with information regarding the status of its indirect foreign partners, owners, or beneficiaries, so that it can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065). Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS is giving you this torrn because they Cat. No. 10231X Form W-9 (Rev. 3-2024) Page 145 of 551 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Resolution approving Completion of Project and Recommendation of Acceptance of Work for work performed by Landmark Turf Services, LLC, of Dunkerton, Iowa, in the amount of $54,208.00, in conjunction with the FY 2026 Levee Rip Rap Spraying, Contract No. 1120, and receive and file a two- year maintenance bond. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS Page 146 of 551 1. Cont 1120 Maintenance Bond Page 147 of 551 MERCHANTS BONDING COMPANY. MERCHANTS NATIONAL BONDING, INC. P.O. BOX 14498, DES MOINES, IA 50306-3498 PHONE: (800) 678-8171 FAX: (515) 243-3854 MAINTENANCE BOND KNOW ALL PERSONS BY THESE PRESENTS: That Landmark Turf Services, LLC Bond No. 101662351 of Dunkerton, IA as Principal, and the Merchants National Bonding. Inc. held and firmly bound unto the City of Waterloo as Surety are in the penal sum of fifty-four thousand two hundred eight ($54,208.00 DOLLARS, lawful money of the United States of America, for the payment of which, well and truly to be made, the Principal and Surety bind themselves, their and each of their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. Signed and delivered this 13th day of October 2025 WHEREAS, the Principal entered into a certain contract, dated the 13th day of October 2025 with the to furnish all the material and labor necessary for the construction of FY 2026 Levee Spraying contract 1120 in conformity with certain specifications; and WHEREAS, a further condition of said contract is that the Principal should furnish a bond of indemnity, guaranteeing to remedy any defects in workmanship or materials that may develop in said work within a period of 2 years from the date of acceptance of the work under said contract; and WHEREAS, the above work has been completed and accepted and if not accepted will be automatically accepted upon the filing of this maintenance bond; and WHEREAS, the Merchants National Bonding, Inc. for valuable consideration, has agreed to join with said Principal in such bond or guarantee, indemnifying said City of Waterloo as aforesaid; NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal does and shall, at the Principal's own cost and expense, remedy any and all defects that may develop in said work, within the period of 2 years from the date of acceptance of the work under said contract, by reason of bad workmanship or poor material used in the construction of said work, and shall keep all work in continuous good repair during said period, and shall in all other respects, comply with all the terms and conditions of said contract with respect to maintenance and repair of said work, then this obligation to be null and void; otherwise to be and remain in full force and virtue in law. It is agreed that while the Principal shall be and remain liable for failure to adhere to the specifications which form the basis for the work, the Surety, inasmuch as the original work was not bonded, shall be obligated only to assure the maintenance of the work in the condition in which it existed at the time the work was accepted. Any obligation beyond this shall be that of only the Principal. Approved By Landmark Turf Services, LLC Principal By `'r'r Merchants National Bonding, Inc. By_ CON 0304 (2115) Samantha Trost Attorney -in -Fact MERCHANTS BONDING COMPANY, POWER OF ATTORNEY Know Ail Persons By These Presents, that MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC., both being corporations of the State of Iowa, and MERCHANTS NATIONAL INDEMNITY COMPANY , an assumed name of Merchants National Bonding, Inc., (herein collectively called the "Companies") do hereby make, constitute and appoint, individually, Samantha Trost their true and lawful Attorney(s)-in-Fact, to sign its name as surety(ies) and to execute, seal and acknowledge any and all bonds, undertakings, contracts and other written instruments in the nature thereof, on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. This Power -of -Attorney is granted and is signed and sealed by facsimile under and by authority of the By -Laws adopted by the Board of Directors of the Companies. "The President, Secretary, Treasurer, or any Assistant Treasurer or any Assistant Secretary or any Vice President shall have power and authority to appoint Attorneys -in -Fact, and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings, recognizances, contracts of indemnity and other writings obligatory in the nature thereof." "The signature of any authorized officer and the seal of the Company may be affixed by facsimile or electronic transmission to any Power of Attorney or Certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship o obligations of the Company, and such signature and seal when so used shall have the same force and effect as though manually fixed." In connection with obligations in favor of the Florida Department of Transportation only, it is agreed that the power and authority hereby given to the Attorney -in -Fact includes any and all consents for the release of retained percentages and/or final estimates on engineering and construction contracts required by the State of Florida Department of Transportation. It is fully understood that consenting to the State of Florida Department of Transportation making payment of the final estimate to the Contractor and/or its assignee, shall not relieve This surety company of any of its obligations under its bond. In connection with obligations in favor of the Kentucky Department of Highways only, it is agreed that the power and authority hereby given to the Attorney -in -Fact cannot be modified or revoked unless prior written personal notice of such intent has been given to the Commissioner - Departmenl of Highways of the Commonwealth of Kentucky at least thirty (30) days prior to the modification or revocation. In Witness Whereof, the Companies have caused this instrument to be signed and sealed this 13th clay of October , 2025 ••.p1NG Cp •, 1%0Nq •..• • -0 p:r : ;�:Z p ;G: 0 • 1933 ' ., : . 2003 ;psi •...... STATE OF IOWA COUNTY OF DALLAS ss. On this 13th day of October 2025 , before me appeared Larry Taylor, to me personally known, who being by me duly sworn did say that he is President of MERCHANTS BONDING COMPANY (MUTUAL), MERCHANTS NATIONAL BONDING, INC., and MERCHANTS NATIONAL INDEMNITY COMPANY; and that the seals affixed to the foregoing instrument are the Corporate Seals of the Companies; and that the said instrument was signed and sealed in behalf of the Companies by authority of their respective Boards of Directors. ay ,�• a� t ■ ■Z' Ina MERCHANTS BONDING COMPANY (MUTUAL) MERCHANTS NATIONAL BONDING, INC. MERCHANTS NATIONAL INDEMNITY COMPANY By 774- President hPRt�� S 0 • iIs • (Oust, Penni Miller Commission Number 787952 My Commission Expires January 20, 2027 (Expiration of notary's commission does not invalidate this instrument) I, Elisabeth Sandersfeld, Secretary of MERCHANTS BONDING COMPANY (MUTUAL), MERCHANTS NATIONAL BONDING, INC., and MERCHANTS NATIONAL INDEMNITY COMPANY do hereby certify that the above and foregoing is a true and correct copy of the POWER -OF - ATTORNEY executed by said Companies,which is still in full force and effect and has not been amended or revoked. In Witness Whereof, I have hereunto set my hand and affixed the seal of the Companies on this `*_ .....,....,...... ....,'. • • .p1NG CO v 1933 POA 0018 (5/25) f . tr :oii •,d3. ;��,; ++�d`• w ,day. Notary Public 13th day of October , 2025 . Secretary Page 149 of 551 MERCHANTS BONDING COMPANY. MERCHANTS BONDING COMPANY (MUTUAL) • P.O. BOX 14498 • DES MOINES, IOWA 50306-3498 PHONE: (800) 678-8171 • FAX: (515) 243-3854 ADDENDUM TO BOND This Addendum is in reference to the bond(s) to which it is attached. Merchants Bonding Company (Mutual) ("Merchants") deems the digital or electronic image of Merchants' corporate seal below affixed to the bond(s) to the same extent as if a raised corporate seal was physically stamped or impressed upon the bond(s). The digital or electronic seal below shall have the same force and effect as though manually fixed to the bond(s). All terms of the bond(s) remain the same. Signed and effective March 23, 2020. MERCHANTS BONDING COMPANY (MUTUAL) :4?ik" -a- ; •!• ' 1933 ;'c' ••..... • By: 76 Larry Taylor, President Page 150 of 551 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Motion to approve Change Order No. 24 with ITG Communications, LLC, of Hendersonville, Tennessee, for a net increase of $1,028,028.66, in conjunction with the FY 2023 Construction of a Fiber -to -the -Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088, and authorizing the Mayor and City Clerk to execute said document. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS Page 151 of 551 1. CR 2025-0024 Waterloo Broadband Change Order Request Page 152 of 551 CITY OF Change Order Request �JJ' TERLOO E COMMUNICATIONS Community of Opportunity Change r er a 1Design/Engineering Retainage No Will Be Subject To The Withholdings ' . ntract Sections 6.2(f)(i) and " and Release Set Forth In The Change Order Name: CR-2025-0024 .• rder Cost $1,028,028.66 Construction Contractor Name (Attn) ITG equest Date: 9/23/2025 Michael Regan Magellan Project Manager: PM Broadband Implementation Requested By: Client/Owner Client/Owner (Attn) City of Waterloo st Sign -Off Clayton Johnston VP of Construction Mtge Re Description of Change (include locaho The following Change Order has been created to account for construction labor and materials for the (62) net new sites added to the Backbone infrastructure. Reason for Change The City of Waterloo has a need to add (62) new sites, which includes a combination of Stormwater (3), Traffic (34), Water (9) and City facilities (16), to the backbone infrastructure; these sites were not part of the original design. This change order is associated with Addendum No., Contract 1088 for the re -engineering of the design, re -working the splicing schematics, upldating the Bill of Materials and any applicable permit work for these sites. Labor & material pricing came from the original BoM pricing approved by Waterloo Fiber and the City of Waterloo associated with Contract # 1088 Material Submittals/ Specifications Page 153 of 551 Itemized Breakdown of Work Quantity Unit Price Location Work Order # Description Amount w Underground - Buried Labor Directional Bore (0)1", (0) 2", (1) 1.25'-->[LF] 64,124 $ 11.95 $ 766,281.80 Install #12 AWG Insulated Tracer Wire-->[LF] 64,124 $ - $ - Installation, Underground Fiber Cable - Including Slack (Regular Loose Tube Fiber)-->[LF] 91,778 $ 1.20 $ 110,133.60 Installation, Vault 24" x 36"-->[EA] 25 $ 240.00 $ 6,000.00 Sawcut, Remove and Replace Asphalt 6" Thick -->[SqrFt] 640 $ 28.00 $ 17,920.00 Sawcut, Remove and Replace Concrete 6" Thick-->[SgrFt] 640 $ 32.00 $ 20,480.00 Splicing Labor Install New Splice Case & Prep Cable -->[EA] 10 $ 200.00 $ 2,000.00 Splicing, Fusion, Single Fiber -->[EA] 372 $ 25.00 $ 9,300.00 Testing, OTDR, Bi-Directional, Power Meter Testing -->[EA] 124 $ 1.25 $ 155.00 CR Labor Subtotal $ 932,270.40 Fiber Material 12 CT Fiber Cable -->[FT] 5,066 $ 0.33 $ 1,671.78 24 CT Fiber Cable -->[FT] 83,793 $ 0.40 $ 33,517.20 48 CT Fiber Cable -->[FT] 2,919 $ 0.48 $ 1,401.12 Underground Material 1.25" HDPE Roll Conduit, Orange - SDR 11-->[FT] 64,124 $ 0.48 $ 30,779.52 2" HDPE Roll Conduit, Orange - SDR 11-->[FT] 0 $ 1.00 $ - #12 AWG Solid Thhn Insulated Tracer Wire -->[FT] 64,124 $ 0.11 $ 7,053.64 Vault, 24" x 36"-->[EA] 25 $ 699.76 $ 17,494.00 Closures Material FOSC 450 D Closure -->[EA] 10 $ 336.06 $ 3,360.60 D Size splice Tray -->[EA] 10 $ 25.91 $ 259.10 Slack Basket for D-Gel Closure -->[EA] 10 $ 22.13 $ 221.30 *** CR Materials Subtotal I $ 95,758.26 TOTAL CR COST 1,028,028. Page 154 of 551 Magellan Sign -Off Print Name / Title: Signature: Date: Clayton Johnston VP of Construction ekerp 9.6444.&w. 9/24/25 Contractor Manager (not needed for design change requests) Print Name / Title: Signature: Date: Charles Smith Regional Managed 9/25/2025 Client/Owner (Attn) Print Name / Title: Signature: Date: **End** 4 Page 155 of 551 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Motion to approve Change Order No. 25 with ITG Communications, LLC, of Hendersonville, Tennessee, for a net increase of $18,149.60, in conjunction with the FY 2023 Construction of a Fiber - to -the -Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088, and authorizing the Mayor and City Clerk to execute said document. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS Page 156 of 551 1. CR 2025-0025 Waterloo Broadband Change Order Request Page 157 of 551 Change Order Request Change r er ype Retainage CITY OF �JJI TERLOO E COMMUNICATIONS and Release Set Forth In The Community Design/Engineering of Opportunity Will Be Subject To The Withhoklings t ntract Sections 6.2(f)(i) an No Change Order Name: CR-2025-0025 • rder Cos • $18,149.60 ITG equest Date: 9/23/2025 Construction Contractor Name (Attn) Michael Regan PM Broadband Implementation Requested By: Client/Owner Magellan Project Manager: Client/Owner (Attn) City of Waterloo st Sign -Off Clayton Johnston VP of Construction IlMnge Re Description of Change (include location) The following Change Order has been created to account for construction labor and materials associated with the new City Hall building relocation. Reason for Change The City of Waterloo City Hall building is re -locating to 100 E 4th St, original design has the building at 715 Mulberry St. This change order is associated with Addendum No. 5, Contract 1088 for the re -engineering of the design, re -working the splicing schematic and upldating the Bill of Materials. Labor from original BoM pricing approved by Waterloo Fiber and the City of Material Submittals/ Specifications & material pricing came the Waterloo associated with Contract # 1088 Page 158 of 551 Itemized Breakdown of Work Quantity Unit Price Location Work Order # Description Amount w Underground - Buried Labor Directional Bore (0)1", (1) 2", (0) 1.25'-->[LF] 549 $ 11.95 $ 6,560.55 Install #12 AWG Insulated Tracer Wire-->[LF] 549 $ - $ - Installation, Underground Fiber Cable - Including Slack (Regular Loose Tube Fiber)-->[LF] 1,844 $ 1.20 $ 2,212.80 Installation, Vault 24" x 36"-->[EA] 1 $ 240.00 $ 240.00 Sawcut, Remove and Replace Asphalt 6" Thick -->[SqrFt] 8 $ 28.00 $ 224.00 Sawcut, Remove and Replace Concrete 6" Thick -->[SqrFt] 8 $ 32.00 $ 256.00 Splicing Labor Install New Splice Case & Prep Cable -->[EA] 1 $ 200.00 $ 200.00 Splicing, Fusion, Single Fiber -->[EA] 123 $ 25.00 $ 3,075.00 CR Labor Subtotal $ 12,768.35 Material: Fiber Material 288 CT Fiber Cable -->[FT] 1,844 $ 2.00 $ 3,688.00 Underground Material 2" HDPE Roll Conduit, Orange — SDR 11-->[FT] 549 $ 1.00 $ 549.00 #12 AWG Solid Thhn Insulated Tracer Wire -->[FT] 549 $ 0.11 $ 60.39 Vault, 24" x 36"-->[EA] 1 $ 699.76 $ 699.76 Closure Material FOSC 450 D Closure -->[EA] 1 $ 336.06 $ 336.06 D Size splice Tray -->[EA] 1 $ 25.91 $ 25.91 Slack Basket for D-Gel Closure -->[EA] 1 $ 22.13 $ 22.13 I CR Materials Subtotal $ = 5,381.25 18,149.60 TOTAL CR COST Page 159 of 551 Magellan Sign -Off Print Name / Title: Clayton Johnston VP of Construction Signature: a �ZG l.i �rL Date: 9/24/25 i Contractor Manager (not needed for design change requests) Print Name / Title: Charles Smith Regional Managed Signature: eidA C-Th3{/t Z Date: 9/25/2025 Client/Owner (Attn) Print Name / Title: Signature: Date: **End** 4 Page 160 of 551 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Motion to approve Change Order No. 26 with ITG Communications, LLC, of Hendersonville, Tennessee, for a net decrease of $50,828.32, in conjunction with the FY 2023 Construction of a Fiber -to -the -Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088, and authorizing the Mayor and City Clerk to execute said document. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS Page 161 of 551 1. CR 2025-0026 Waterloo Broadband Change Order Request Page 162 of 551 CITY OF Change Order Request �JJI TERLOO E COMMUNICATIONS Change r er a Community of Opportunity Design/Engineering Retainage No Will Be Subject To The Withholdings ' . ntract Sections 6.2(f)(i) ang and Release Set Forth In The Change Order Name: CR-2025-0026 .• rder Cost ($50,828.32) Construction Contractor Name (Attn) ITG equest Date: 9/23/2025 Michael Regan Magellan Project Manager: PM Broadband Implementation Requested By: Client/Owner Client/Owner (Attn) City of Waterloo st Sign -Off Clayton Johnston VP of Construction IlMnge Re Description of Change (include location) The following Change Order has been created to account for construction labor and materials associated with the Waterloo downtown area. The City of Waterloo has requested to incorporate City -owned conduit and handholes into the existing design, which will result in a deduction of construction labor and material costs in those areas. In doing so, Reason for Change the design had to be changed to maintain connectivity to the structures in the downtown area. As a result, additional construction labor and material costs will be incurred. However, the net result will be -$51k savings to the project. Labor from BoM by Fiber & material pricing came the original pricing approved Waterloo and the City of Material Submittals/ Specifications Waterloo associated with Contract # 1088 Page 163 of 551 Itemized Breakdown of Work Quantity Unit Price Location Work Order # Description Amount Labor Deductions Underground - Buried Labor Directional Bore (1) 1", (0) 2", (3) 1.25"-->[LF] -1,518 $ 18.15 $ (27,551.70) Directional Bore (1) 1", (0) 2", (2) 1.25" -->[LF] -1,141 $ 15.85 $ (18,084.85) Directional Bore (1) 1", (0) 2", (0) 1.25" -->[LF] -638 $ 11.95 $ (7,624.10) Directional Bore (0) 1", (1) 2", (2) 1.25" -->[LF] -390 $ 15.85 $ (6,181.50) Install Muletape in New Conduit -->[FT] -9,785 $ 0.25 $ (2,446.25) Install #12 AWG Insulated Tracer Wire-->[LF] -3,687 $ - $ - Installation, Underground Fiber Cable - Including Slack (Micro fiber must be blown in)-->[LF] -8,115 $ 1.20 $ (9,738.00) Installation, Vault 24" x 36"-->[EA] -20 $ 240.00 $ (4,800.00) Installation, Large Vault 30" x 48"-->[EA] -2 $ 420.00 $ (840.00) Sawcut, Remove and Replace Asphalt 6" Thick-->[SgrFt] -320 $ 28.00 $ (8,960.00) Sawcut, Remove and Replace Concrete 6" Thick -->[SqrFt] -320 $ 32.00 $ (10,240.00) Splicing Labor Install New Splice Case & Prep Cable -->[EA] -17 $ 200.00 $ (3,400.00) Labo Additions 159 Underground - Buried Labor Directional Bore (0) 1", (0) 2", (2)1.25"-->[LF] $ 13.75 $ 2,186.25 Directional Bore (1) 1", (0) 2", (0) 1.25"-->[LF] 794 $ 11.95 $ 9,488.30 Directional Bore (0) 1", (1) 2", (2) 1.25"-->[LF] 202 $ 15.85 $ 3,201.70 Install Muletape in New Conduit -->[FT] 1,718 $ 0.25 $ 429.50 Install #12 AWG Insulated Tracer Wire-->[LF] 1,155 $ - $ - Installation, Underground Fiber Cable - Including Slack (Micro fiber must be blown in)-->[LF] 9,137 $ 1.20 $ 10 964.40 Installation, Vault 24" x 36"-->[EA] 19 $ 240.00 $ 4,560.00 Installation, Large Vault 30" x 48"-->[EA] 2 $ 420.00 $ 840.00 Sawcut, Remove and Replace Asphalt 6" Thick -->[SqrFt] 305 $ 28.00 $ 8,540.00 Sawcut, Remove and Replace Concrete 6" Thick-->[SgrFt] 305 $ 32.00 $ 9,760.00 Splicing Labor Install New Splice Case & Prep Cable -->[EA] 17 $ 200.00 $ 3,400.00 -il** 12 CT Micro Fiber Cable -->[FT] CR Labor Subtotal Material Deductions -2,472 $ 0.49 $ (1,211.28) Fiber Material 24 CT Micro Fiber Cable -->[FT] -579 $ 0.57 $ (330.03) 96 CT Micro Fiber Cable -->[FT] -755 $ 1.32 $ (996.60) 144 CT Micro Fiber Cable -->[FT] -1,905 $ 2.06 $ (3,924.30) 288 CT Micro Fiber Cable -->[FT] -2,404 $ 2.15 $ (5,168.60) Underground Material 1" HDPE Roll Conduit, Orange - SDR 11-->[FT] -1,779 $ 0.38 $ (676.02) 1.25" HDPE Roll Conduit, Orange - SDR 11-->[FT] -7,616 $ 0.48 $ (3,655.68) 2" HDPE Roll Conduit, Orange - SDR 11-->[FT] -390 $ 1.00 $ (390.00) Mule Tape -->[FT] -9,785 $ 0.04 $ (391.40) #12 AWG Solid Thhn Insulated Tracer Wire -->[FT] -3,687 $ 0.11 $ (405.57) Vault, 24" x 36"-->[EA] -20 $ 699.76 $ (13,995.20) Large Vault, 30" x 48"-->[EA] -2 $ 1,046.77 $ (2,093.54) Closure Material FOSC 450 D Closure -->[EA] -17 $ 336.06 $ (5,713.02) D Size splice Tray -->[EA] -17 $ 25.91 $ (440.47) Slack Basket for D-Gel Closure -->[EA] -17 $ 22.13 $ (376.21) Materials Additions Fiber Material 12 CT Micro Fiber Cable -->[FT] 1,003 $ 0.49 $ 491.47 24 CT Micro Fiber Cable -->[FT] 2,941 $ 0.57 $ 1,676.37 96 CT Micro Fiber Cable -->[FT] 806 $ 1.32 $ 1,063.92 144 CT Micro Fiber Cable -->[FT] 2,141 $ 2.06 $ 4,410.46 288 CT Micro Fiber Cable -->[FT] 2,246 $ 2.15 $ 4,828.90 Underground Material 1" HDPE Roll Conduit, Orange - SDR 11-->[FT] 794 $ 0.38 $ 301.72 1.25" HDPE Roll Conduit, Orange - SDR 11-->[FT] 722 $ 0.48 $ 346.56 2" HDPE Roll Conduit, Orange - SDR 11--AFT] 202 $ 1.00 $ 202.00 Mule Tape -->[FT] 1,718 $ 0.04 $ 68.72 #12 AWG Solid Thhn Insulated Tracer Wire -->[FT] 1,155 $ 0.11 $ 127.05 Vault, 24" x 36"-->[EA] 19 $ 699.76 $ 13,295.44 Large Vault, 30" x 48"-->[EA] 2 $ 1,046.77 $ 2,093.54 FOSC 450 D Closure -->[EA] 17 $ 336.06 $ 5,713.02 D Size splice Tray -->[EA] 17 $ 25.91 $ 440.47 Slack Basket for D-Gel Closure -->[EA] 17 $ 22.13 $ 376.21 CR Materials Subtotal $ (4,332.07) Page 164 of 551 sss TOTAL CR COST $ (50,828.32) Page 165 of 551 Date: 9/24/2 Magellan Sign -Off Print Name / Title: Clayton Johnston VP of Construction Signature: r_17.0. /// &I'L a�/� Contractor Manager (not needed for design change requests) Print Name / Title: Charles Smith Regional Managed Signature: CACt lu Date: 9/25/2025 Client/Owner (Attn) Print Name / Title: Signature: Date: **End** 4 Page 166 of 551 Page 167 of 551 Page 168 of 551 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Motion to approve Change Order No. 30 with ITG Communications, LLC, of Hendersonville, Tennessee, for a net increase of $648,926.06 in conjunction with the FY 2023 Construction of a Fiber -to -the -Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088, and authorizing the Mayor and City Clerk to execute said document. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS Page 169 of 551 1. CR 2025-0030 Waterloo Broadband Change Order Request Signed (2) Page 170 of 551 CITY OF Change Order Request k4JITERLOO E COMMUNICATIONS Change Order Type RetainageI Community o,Opportunity esign/Engineering No Will Be Subject To The Withholdings and Release Set Forth In The Contract Sections 6.2(f)(i) and (ii) Change Order Name:CR-2025-0030 Change Order Cost: $648,926.06 Construction ContractITG Request Date: 10/16/2025 Magellan Project ManaMichael Regan Requested By: Client/Owner PM Broadband Implementation Client/Owner (Attu)City of Waterloo Entrust Sign -Off Clayton Johnston VP of Construction 111111.1 Change Reque r Description of Change (include location) The following Change Order has been created to account for construction labor and materials for drops associated with the Backbone lateral sites (Qty. 263) Reason for Change City of Waterloo submitted request to bring fiber from the vault to the demarcation point for 263 sites associated with the backbone infrastructure. Labor & material pricing has been provided by ITG to be added to the original BoM approved by Waterloo Material Submittals/ Specifications Fiber and the City of Waterloo associated with Contract # 1088 Page 171 of 551 Lo rk Or Work Order # Itemized Breakdown of Work Description Quantity Unit Price I Amount Unit # LI_148 Install rack mounted patch panel (Any Size) and tails -->[EA] 16 $ 115.00 $ 1,840.00 LI_149 Install Wall Mount Fiber enclosure (w/SCH 80 conduit) 229 $ 750.00 $ 171,750.00 LI_150 Insta11 7ft Rack for patch panels -->[EA] 2 $ 400.00 $ 800.00 LI_151 Survey Backbone Facility 263 $ 200.00 $ 52,600.00 LI_152 Install Pad mounted Traffic Cabinet 12 $ 1,200.00 $ 14,400.00 LI_153 Concete Footing for Traffic Cabinet 12 $ 4,720.00 $ 56,640.00 LI_155 Attach conduit to existing Traffic Control enclosure 43 $ 275.00 $ 11,825.00 LI_161 Pull fiber through building -->[FT] 1,500 $ 2.15 $ 3,225.00 LI_164 Insta11 1.25" SCH 80 Building Riser with LB -up to 10' 12 $ 112.00 $ 1,344.00 LI_165 Insta11 24 x 24 x 10 NEMA 3R enclosure (w/rigid conduit) 155 $ 55.00 $ 8,525.00 *** . CRLaborSubtotal $ 322,949.0• s Unit # LI_279 12 Port Rack Mount Panel 12 $ 226.29 $ 2,715.48 LI_284 288 port rack mount panel -->[EA] 4 $ 4,787.21 $ 19,148.84 LI_286 7ft Rack for patch panels -->[EA] 2 $ 929.34 $ 1,858.68 LI_288 1.25" Sch 80 Riser with LB (up to 10") 11 $ 92.52 $ 1,017.72 LI_290 Traffic Cabinet 12 $ 2,236.30 $ 26,835.60 LI_291 Fiber case w/1.25" SCH 80 Riser (12 ct cassette) 63 $ 328.19 $ 20,675.97 LI_292 24 x 24 x10 Aluminum Enclsure w/wall mount option (fiber case & 12 ct Cassette) 133 $ 1,629.19 $ 216,682.27 LI_293 24 x 24 x10 Aluminum Enclsure w/pole mount option (fiber case & 12 ct Cassette) 22 $ 1,683.75 $ 37,042.50 . , TOTAL CR COST CR Materials _-� Subtotal $ 648,926.06 Page 172 of 551 Magellan Sign -Off Print Name / Title: Clayton Johnston VP of Construction Signature: CiaerP 9,,A.. e) Date: 10/16/2025 7Contractor Manager (not needed for design change requests) Print Name / Title: Charles Smith Regional Manager0 Signature: eia4-tk,1., (5'in. Date: 10/16/2025 Client/Owner (Attn) Print Name / Title: Signature: Date: **End** 4 Page 173 of 551 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Lance Dunn, Human Resources Director Human Resources Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Communication from the Police Department on the notice of the conclusion of employment of David Bovy, Police Officer, effective October 3, 2025 with recommendation of approval of payout of $17,362.56 for unused benefits. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. D. BOVY PAYOUT 10.20.2025 Page 174 of 551 Page 175 of 551 CITY OF %4fj4TERLOO IOWA .Community of Opportunity City Council Notice of Employment Severance Today's Date: 10/3/2025 Department: Police Department Effective Date: 10/3/2025 Job Classification: Police Officer Employment Date: 4/1/2002 Employee Name: David Bovy The employment with the named City of Waterloo employee has been severed by reason of: O Retired Disability Related 0 No ❑ Yes ❑ Resigned ❑ Termination ❑ Other In accordance with City Policy, it is requested to allow payment which consists of the following: Benefits Vacation -Accrued Vacation -Current Usable Sick Leave Casual Hours Comp Time Pay Unscheduled Leave Other Pay Comments Approved by Human Resources Total Hours (x) 229 $ $ 0 $ 0 $ 106.22 $ 30 $ Hourly Rate Payout 47.54 $ 47.54 $ 47.54 25% $ 47.54 $ 47.54 $ 47.54 $ Total Payment 10, 886.66 5,049.70 1,426.20 17,362.56 Nicole Fischels Date / 4/3 l S` Date 10/03/2025 Council Agenda Date: Page 176 of 551 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Lance Dunn, Human Resources Director Human Resources Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Communication from the Library Department on the notice of the conclusion of employment of David Eckert, Library Director, effective July 10, 2025, with recommendation of approval of payout of $11,705.12 for unused benefits. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. D. ECKERT PAYOUT 10.20.2025 Page 177 of 551 Page 178 of 551 CITY OF %4ILTERLOO IOWA Community of Opportunity Today's Date: 7/17/2025 Department: Library City Council Notice of Employment Severance Effective Date: 7/10/2025 Job Classification: Director Employment Date: 1/10/2022 Employee Name: David Eckert The employment with the named City of Waterloo employee has been severed by reason of: ❑ Retired Disability Related ❑ No ❑ Yes ❑ Resigned O Termination Other In accordance with City Policy, it is requested to allow payment which consists of the following: Benefits Vacation -Accrued Vacation -Current Usable Sick Leave Casual Hours Comp Time Pay Unscheduled Leave Other Pay Comments Total Hours (x) Hourly Rate Payout 60 $ 59.72 $ 4,777.60 116 $ 59.72 $ 6,927.52 25% $ Total Payment Approved by Date '} Human Resources 2-6 Date 7/18/2025 Council Agenda Date: 10/20/2025 KMW Page 179 of 551 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT MEETING DATE Human Resources Department October 20, 2025 AGENDA ITEM TITLE Motion to approve the appointment of Jonathan Gentz from the current Civil Service List to the position of Equipment Operator II in the Street Department, effective October 21, 2025. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. EO II internal promo 2. EOII- update PR Form Page 180 of 551 CITY OF %VfATERLOO August28, 2025 IOWA Community of Opportunity TO: Honorable Mayor & City Council 715 Mulberry St, Waterloo, IA 50703 9 Phone: (319) 291-4303 L• Fax: (319) 291-4569 CITYOFWATERLOOIOWA.COM We, the members of the Civil Service Commission, certify the following list of applicants, who are eligible based upon the examination process as set forth by the Civil Service Commission for the appointment to the position of Equipment Operator II for the City of Waterloo, Iowa Public Works Street Department. This list shall be used as a one time opportunity promotional list for Equipment Operator I's to move to Equipment Operator II. Respectfully submitted, CERTIFIED LIST Jonathan Gentz Michiel Derifield Mike Hackbarth Dr. Bev Smith Date Dr. Robert Welch Date Marianne Kurtenbach Date *January 6, 2025 the Waterloo City Council voted to suspend the Civil Service hiring practices for entrance positions as allowed by the Iowa Administrative Code section 400.12A until January 6, 20 therefore no signatures are required to certify this list. age�f 551 Check as applicable: PERSONNEL REQUISITION FORM To start recruiting or civil service process and/or ® To fill a vacancy ® Active Civil Service List Expires: 9/20/25 - Exhausted A proposed job description and questionnaire must accompany this form at time of submission to Human Resources. *x'cacao xx*xxxxxx*x*x*xxxir.****xxxx*xx xxxxxxxxxxxxxxxxxxxx x****************************************** Position Title: Equipment Operator II Department: Public Works - Street Dept Reports To: Street Director Work Location: 625 Glenwood Street Employment Status: ® Regular Full Time ❑ Temporary Full Time from to ❑ Regular Part Time ❑ Temporary Part Time from to ❑ Regular 7-Month ❑ Intern/Co-op Student from to Type of Position: Civil Service Position: Bargaining Position: Bargaining Group: 177 Non -bargaining Position: ® Yes ® Yes ❑ No ❑ No ❑Yes No Recommended Recruitment Sources: ❑ Internal Posting Only ® Internal Posting and External Advertising *******************************************xx****s****************,**********xxxxxxx x*********** Complete the following if the requisition is to fill a vacancy: n New Position or ® Replacement Position for: Tim Steimel (Specify name and title of former incumbent) If replacement, former incumbent: ® Retired/Resigned/Terminated n Transferred ❑ Promoted Date incumbent terminated employment: 1/31/25 Date of final payout: 2/21/25 Anticipated start date: Spring 2025 No. of hours/week: 40 Work schedule: 7:00am - 3:00pm Justification of need for position: Filling a vacancy. What are the likely consequences if the position is not filled? Street Dept projects will take longer to complete or may not be attempted due to lack of personnel. This hiring requisition hiring dollars were broke down to give multiple internal promotions instead of hiring a replacement person. Several internal EOI employees were promoted to EOII's with the dollars from this position. APPROVALS Annual salary requirements: 65,894.40 Hourly Rate: 31.68 Benefits: 49.44 / IO2,830.57 (Payroll tares, pension, health ins.- assuming family) Is position budgeted for this and future FYs? ® Yes ❑ No If no, how will position be funded? oved subject to the following conditions: epl i, �1 ibmining Department Head l ,( �-f Date Mayor Date Chief Financial Officer Date Human Resources Director Date Human Resources Committee Chairperson Date Created 6/30/2017 Page 182 of 551 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT MEETING DATE Human Resources Department October 20, 2025 AGENDA ITEM TITLE Motion to approve the appointment of Michiel Derifield from the current Civil Service List to the position of Equipment Operator II in the Street Department, effective October 21, 2025. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. EOII- update PR Form 2. EO II internal promo Page 183 of 551 Check as applicable: PERSONNEL REQUISITION FORM To start recruiting or civil service process and/or ® To fill a vacancy ® Active Civil Service List Expires: 9/20/25 - Exhausted A proposed job description and questionnaire must accompany this form at time of submission to Human Resources. *x'cacao xx*xxxxxx*x*x*xxxir.****xxxx*xx xxxxxxxxxxxxxxxxxxxx x****************************************** Position Title: Equipment Operator II Department: Public Works - Street Dept Reports To: Street Director Work Location: 625 Glenwood Street Employment Status: ® Regular Full Time ❑ Temporary Full Time from to ❑ Regular Part Time ❑ Temporary Part Time from to ❑ Regular 7-Month ❑ Intern/Co-op Student from to Type of Position: Civil Service Position: Bargaining Position: Bargaining Group: 177 Non -bargaining Position: ® Yes ® Yes ❑ No ❑ No ❑Yes No Recommended Recruitment Sources: ❑ Internal Posting Only ® Internal Posting and External Advertising *******************************************xx****s****************,**********xxxxxxx x*********** Complete the following if the requisition is to fill a vacancy: n New Position or ® Replacement Position for: Tim Steimel (Specify name and title of former incumbent) If replacement, former incumbent: ® Retired/Resigned/Terminated n Transferred ❑ Promoted Date incumbent terminated employment: 1/31/25 Date of final payout: 2/21/25 Anticipated start date: Spring 2025 No. of hours/week: 40 Work schedule: 7:00am - 3:00pm Justification of need for position: Filling a vacancy. What are the likely consequences if the position is not filled? Street Dept projects will take longer to complete or may not be attempted due to lack of personnel. This hiring requisition hiring dollars were broke down to give multiple internal promotions instead of hiring a replacement person. Several internal EOI employees were promoted to EOII's with the dollars from this position. APPROVALS Annual salary requirements: 65,894.40 Hourly Rate: 31.68 Benefits: 49.44 / IO2,830.57 (Payroll tares, pension, health ins.- assuming family) Is position budgeted for this and future FYs? ® Yes ❑ No If no, how will position be funded? oved subject to the following conditions: epl i, �1 ibmining Department Head l ,( �-f Date Mayor Date Chief Financial Officer Date Human Resources Director Date Human Resources Committee Chairperson Date Created 6/30/2017 Page 184 of 551 CITY OF %VfATERLOO August28, 2025 IOWA Community of Opportunity TO: Honorable Mayor & City Council 715 Mulberry St, Waterloo, IA 50703 9 Phone: (319) 291-4303 L• Fax: (319) 291-4569 CITYOFWATERLOOIOWA.COM We, the members of the Civil Service Commission, certify the following list of applicants, who are eligible based upon the examination process as set forth by the Civil Service Commission for the appointment to the position of Equipment Operator II for the City of Waterloo, Iowa Public Works Street Department. This list shall be used as a one time opportunity promotional list for Equipment Operator I's to move to Equipment Operator II. Respectfully submitted, CERTIFIED LIST Jonathan Gentz Michiel Derifield Mike Hackbarth Dr. Bev Smith Date Dr. Robert Welch Date Marianne Kurtenbach Date *January 6, 2025 the Waterloo City Council voted to suspend the Civil Service hiring practices for entrance positions as allowed by the Iowa Administrative Code section 400.12A until January 6, 20 therefore no signatures are required to certify this list. age�f 551 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT MEETING DATE Human Resources Department October 20, 2025 AGENDA ITEM TITLE Motion to approve the appointment of Mike Hackbarth from the current Civil Service List to the position of Equipment Operator II in the Street Department, effective October 21, 2025. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. EO II internal promo 2. EOII- update PR Form Page 186 of 551 CITY OF %VfATERLOO August28, 2025 IOWA Community of Opportunity TO: Honorable Mayor & City Council 715 Mulberry St, Waterloo, IA 50703 9 Phone: (319) 291-4303 L• Fax: (319) 291-4569 CITYOFWATERLOOIOWA.COM We, the members of the Civil Service Commission, certify the following list of applicants, who are eligible based upon the examination process as set forth by the Civil Service Commission for the appointment to the position of Equipment Operator II for the City of Waterloo, Iowa Public Works Street Department. This list shall be used as a one time opportunity promotional list for Equipment Operator I's to move to Equipment Operator II. Respectfully submitted, CERTIFIED LIST Jonathan Gentz Michiel Derifield Mike Hackbarth Dr. Bev Smith Date Dr. Robert Welch Date Marianne Kurtenbach Date *January 6, 2025 the Waterloo City Council voted to suspend the Civil Service hiring practices for entrance positions as allowed by the Iowa Administrative Code section 400.12A until January 6, 20 therefore no signatures are required to certify this list. age�f 551 Check as applicable: PERSONNEL REQUISITION FORM To start recruiting or civil service process and/or ® To fill a vacancy ® Active Civil Service List Expires: 9/20/25 - Exhausted A proposed job description and questionnaire must accompany this form at time of submission to Human Resources. *x'cacao xx*xxxxxx*x*x*xxxir.****xxxx*xx xxxxxxxxxxxxxxxxxxxx x****************************************** Position Title: Equipment Operator II Department: Public Works - Street Dept Reports To: Street Director Work Location: 625 Glenwood Street Employment Status: ® Regular Full Time ❑ Temporary Full Time from to ❑ Regular Part Time ❑ Temporary Part Time from to ❑ Regular 7-Month ❑ Intern/Co-op Student from to Type of Position: Civil Service Position: Bargaining Position: Bargaining Group: 177 Non -bargaining Position: ® Yes ® Yes ❑ No ❑ No ❑Yes No Recommended Recruitment Sources: ❑ Internal Posting Only ® Internal Posting and External Advertising *******************************************xx****s****************,**********xxxxxxx x*********** Complete the following if the requisition is to fill a vacancy: n New Position or ® Replacement Position for: Tim Steimel (Specify name and title of former incumbent) If replacement, former incumbent: ® Retired/Resigned/Terminated n Transferred ❑ Promoted Date incumbent terminated employment: 1/31/25 Date of final payout: 2/21/25 Anticipated start date: Spring 2025 No. of hours/week: 40 Work schedule: 7:00am - 3:00pm Justification of need for position: Filling a vacancy. What are the likely consequences if the position is not filled? Street Dept projects will take longer to complete or may not be attempted due to lack of personnel. This hiring requisition hiring dollars were broke down to give multiple internal promotions instead of hiring a replacement person. Several internal EOI employees were promoted to EOII's with the dollars from this position. APPROVALS Annual salary requirements: 65,894.40 Hourly Rate: 31.68 Benefits: 49.44 / IO2,830.57 (Payroll tares, pension, health ins.- assuming family) Is position budgeted for this and future FYs? ® Yes ❑ No If no, how will position be funded? oved subject to the following conditions: epl i, �1 ibmining Department Head l ,( �-f Date Mayor Date Chief Financial Officer Date Human Resources Director Date Human Resources Committee Chairperson Date Created 6/30/2017 Page 188 of 551 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT MEETING DATE City Clerk Department October 20, 2025 AGENDA ITEM TITLE Liquor Licenses Chapala Mexican Restaurant, 900 La Porte Road, Class C, w/Outdoor Service and Sunday Sales (Renewal) 10/22/2026. Family Dollar #30944, 2206 Kimball Avenue, Class B, w/Sunday Sales (Renewal) 07/31/2026. Fester's Pub, 324 E. 4th Street, Class C, w/Outdoor Service and Sunday Sales (Renewal) 07/21/2026. Placita, 321 W. 4th Street, Class C, w/Sunday Sales (Renewal) 09/28/2026. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION Page 189 of 551 ATTACHMENTS None Page 190 of 551 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT MEETING DATE City Clerk Department October 20, 2025 AGENDA ITEM TITLE Bonds. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. BONDS FOR COUNCIL APPROVAL 10.20.25 Page 191 of 551 RIGHT OF WAY BONDS FOR COUNCIL APPROVAL October 20, 2025 IA5108920 HAWKEYE COMMUNITY COLLEGE WATERLOO, IA IA 566969 RODNEY FRICKSON EVANSDALE, IA IA5141021 SCHRADER EXCAVATING & GRADING CO. WALFORD, IA Page 192 of 551 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Planning & Zoning Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Request by Pella Building Systems on behalf of BKKS Holdings for a Site Plan Amendment to construct a storage facility in "M-2,P" Planned Industrial District located east of 155 Warp Drive. RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION The applicant is requesting a Site Plan Amendment for the purpose of constructing a new storage facility in the "M-2,P" Planned Industrial District located east of 155 Warp Drive. The applicant has submitted a site plan. The site plan shows 7 proposed buildings (52,050 in total square footage) to the south of the property and 6 future buildings (42,050 in total square footage) to the north. The site plan meets all applicable setbacks and height requirements. However, parking was not shown on the site plan. The area is designated for "Industrial" on The Future Land Use Map. Similarly, the immediate vicinity is zoned "M-2,P" Planned Industrial District. Therefore, the request would not alter the essential character of the neighborhood. NEIGHBORHOOD IMPACT The request would not appear to have a negative impact on the area. The lots in immediate vicinity of the site in question are zoned "M-2,P" Planned Industrial District and would fit the industrial character of the area. DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS A public hearing was held by the Planning, Programming, and Zoning Commission on September 9, 2025 and notice was sent to all property owners within 250 feet. The Commission recommended approval of the request 8-0. SOURCE OF EXPENDITURES N/A Page 193 of 551 ALTERNATIVE ACTION LEGAL DESCRIPTION Lots 34, 35, 36, 37, 38, and 39 of Waterloo Air and Rail Park 4th Addition. ATTACHMENTS 1. Storage Facility East of 155 Warp Council Packet Page 194 of 551 September 9, 2025 REQUEST: Request by Pella Building Systems on behalf of BKKS Holdings for a Site Plan Amendment to construct a storage facility in "M-2,P" Planned Industrial District located east of 155 Warp Drive. APPLICANT(S): Pella Building Systems, 906 W 9th Street, Pella, IA 50219 GENERAL The applicants are requesting to construct a storage facility. DESCRIPTION: IMPACT ON NEIGHBORHOOD & SURROUNDING LAND USE VEHICULAR & PEDESTRIAN TRAFFIC CONDITIONS: RELATIONSHIP TO RECREATIONAL question. TRAIL PLAN AND COMPLETE STREETS POLICY: The request would not appear to have a negative impact on the area. The lots in immediate vicinity of the site in question are zoned "M-2,P" Planned Industrial District and would fit the industrial character of the area. The development would not appear to have a negative impact on existing pedestrian and traffic conditions in the area. The site in question would be accessed from Warp Drive. ZONING HISTORY FOR SITE AND IMMEDIATE VICINITY: BUFFERS REQUIRED/ NEEDED: DRAINAGE: DEVELOPMENT HISTORY: FLOODPLAIN: PUBLIC/OPEN SPACES/SCHOOLS: UTILITIES: WATER, SANITARY SEWER, STORM SEWER. No trails or sidewalks are located adjacent to the site in The site is zoned "M-2,P" Planned Industrial District and has been since the adoption of ordinance 4077 on March 13, 1995 when it was rezoned from "A-1" Agricultural District. North, East, South, and West - "M-2,P" Planned Industrial District. The request would not require any buffer. The request does not appear to have a negative impact on drainage. The warehouses to the west of the site in question have been developed in 2023 and 2024 with the Waterloo Regional Airport buildings to the east of the site in question built in 1993. Multiple lots to the west are currently vacant. The property is not located within a floodway and floodplain according to the 2024 FEMA Floodplain Maps. The nearest open space is Big Woods Lake Recreation 2.7 miles south from the site in question. There is an 8" water main along Warp Drive and on the site in question. East of 155 Warp Drive Site Plan Amendment Page 1 of 4 9 Page 195 of 551 September 9, 2025 Picture 1: Looking east from WARP drive at area of Site Plan Amendment. Picture 2: Extension of WARP drive under construction. East of 155 Warp Drive Site Plan Amendment Page 2 of 4 10 Page 196 of 551 September 9, 2025 Picture 3: Another site under construction on the south side of WARP Drive. Picture 4: Looking west at existing buildings along WARP Drive. East of 155 Warp Drive Site Plan Amendment Page 3 of 4 11 Page 197 of 551 RELATIONSHIP TO COMPREHENSIVE LAND USE PLAN: STAFF ANALYSIS — ZONING ORDINANCE: TECHNICAL REVIEW COMMITTEE: STAFF ANALYSIS — SUBDIVISION ORDINANCE: STAFF RECOMMENDATION: September 9, 2025 The Future Land Use Map designates this area as "Industrial." The request is in conformance with the Future Land Use Map and Comprehensive Plan for this area. The applicant is requesting a Site Plan Amendment for the purpose of constructing a new storage facility in the "M-2,P" Planned Industrial District located east of 155 Warp Drive. The applicant has submitted a site plan. The site plan shows 7 proposed buildings (52,050 in total square footage) to the south of the property and 6 future buildings (42,050 in total square footage) to the north. The site plan meets all applicable setbacks and height requirements. However, parking was not shown on the site plan. The area is designated for "Industrial" on The Future Land Use Map. Similarly, the immediate vicinity is zoned "M-2,P" Planned Industrial District. Therefore, the request would not alter the essential character of the neighborhood. TBD The applicant is not requesting to subdivide the property. Therefore, staff recommends that the request by Pella Building Systems on behalf of BKKS Holdings for a Site Plan Amendment to construct a storage facility in "M-2,P" Planned Industrial District located east of 155 Warp Drive, be approved for the following reasons: 1 It would appear the Site Plan Amendment would not have a negative impact on the surrounding area. 2. It would appear the Site Plan Amendment would not have a negative impact on vehicular and pedestrian traffic. 3. The request would be in conformance with the Future Land Use map and Comprehensive Plan for the area. Subject to the following conditions: 1. That the final site plan meets all applicable city codes, regulations, etc. including, but not limited to, parking, landscaping, drainage, etc. East of 155 Warp Drive Site Plan Amendment Page 4 of 4 12 Page 198 of 551 City of Waterloo Planning, Programming and Zoning Commission September 9, 2025 WARP DRY HYPER DR W DUNKERTON RD M-2,P East of 155 WARP Drive Site Plan Amendment Pella Building Systems 13 Pagc 1 Y of 551 City of Waterloo Planning, Programming and Zoning Commission September 9, 2025 1C? 1hP [,IS Llc[_f-[_OrT!11U�1i1V East of 155 WARP Drive Site Plan Amendment Pella Building Systems 1 4 Pariah Inn ,.f cL1 4 of "' a r�� U �° o ri-,) 7H10�3 OWNER MKS HOLDINGS 1105 W MO STREET CEDAR FALLS. IOWA 50613 DEVELOPER BUILSO6 W 9TH L STEMS EAOWWAIEBE 9G PHONE: (0Ci) 295.5501 ENGINEER SNYDER 8) ASSOCIATESINC. 2T2]SNYDE IgllLE SWVARD CONTACT: KOREY MARSH, PE PHOE::5115Rj8642020 EMAIL:SH@SNVDER-ASSOGIATES.COM SITE PLAN FOR WARP -WATERLOO STORAGE CITY OF WATERLOO, BLACK HAWK COUNTY, IOWA VICINITY MAP SCALE. 1"= 500 Sheet List Table C100 TITLE SHEET C200 PROJECT INFORMATION C300 DIMENSION AND VI -IL, PLAN 0000 G ADING AND EROSION CONTROL PLAN C500 PLANTING PLAN ,off-,, I hereby that a N � , ea "nel �6e aI KOREY M. MARSH kfMarsh. pie P25347 =My License Number P25307 Goende Renewal Dale m December 31, 2020 IOWA .0 Pege, r...wvEMdbymbeeel: s s SNYDER & ASSOCIATES Project No. 125.0187.0 Sheet C100 15 Page 201 of 551 S52157'33"E 892.53' rm Stem Water Management, Drainage, And Aped Fence Access Easement m TecnniNen: WM Ioete: 0509-2025 IT-RS: TTN-RRW-SS I P� Ne:125.018701 Sheet C300 k IS 3 m ___ ___ ��_��� "a LI ___�� 40'BSL PROPOSED B0 000SF O 3A ® FUTURE BUILDING SC SF FUTURE BUILDING 8.700 SF FUTUREFUTURE BUILDING 7.250SF BUILDING 5,800SF FUTURE s 800 SF _ m m w WARP -WATERLOO STORAGE I DIMENSION AND UTILITY PLAN WATERLOO, IOWA SNYDER & ASSOCIATES, INC. , 2Iwso°0�A 515s&-20w;etes.com z = 5C 1 264,2135F 6.52 AC CD 0 o CLEANOUT 0 3A 38 LF OF 8. SANITARY SEWER®2.90% 6 3A 5B 0 I© N e4.00IOU SE) . I o Ai80' pm ?jt ® 11II eINV: 0 MH-1, MANHOLE, SW-301 RIV: 87008 IN91(IN NW) 86281 (OUT OS PROPOSED BUILDING 5C 11000 SF O 65 /3 , 80 PROPOSED BUILDING 8,700 SF O 55 3A 50 PROPOSED BUILDING ,z5o SF O 45 3A 40 PROPOSED BUILDING 5,800 SF O 0' 0 0' PROPOSED BUILDING 5.800 SF O 30 0 20' O w te u g S a O 625' zs BSL MI el N -Cr �" H.EX,GD�� EXISTING ANHOLE ! r ,A ! M: 88959 � O © WARP DRIVE I 1A m NV:e �,3�IR _.: SE) ®I (BY OTHERS) I, . -�_ _0 DIMENSION PLAN CONSTRUCTION NOTES THE FOLLOWING:5. WATER SERVICES, PROVIDE THE FOLLOWING: 1. EXIPSATVEMENT TO REMAIN.PROTECT A CONNECT TO EXISTING WATER MAIN WITH TAPPING SLEEVE AND VALVE. A. B. 8) WATER SERVICE. COORDINATE ANY RELOCATIONS OR ADJUSTMENTS WIH UTILITY SERVICE C. VERIFY LOCATIONVACE WITEH CVIRB STOPBUILDING WATER SERVICE. COORDINATE WITH MECHANICAL B. EXISTING UTILITIES. PROVIDER AS NECESSARY. PLANSTO D YDRANTIASSEM OR RUCTION. 2 A. GRIND (EXISTING CURBON, PROVIDE �E FOLLOWING: F. 2)WATER DOMESTBEND R. PAVEMENTS.3. L A PCCDRIVESANDPARKING6) EIP HPAVEMENTON12)PREPAREDSUBGRADECOMPACTEDTO95% 6. SITE LIGHTING. PROVIDE THE FOLLOWING: STANDARD PROCTOR DENSITY. A CONTRACTOR TO COORDINATE WITH THE UTILITY OWNER AND PROPERTY OWNER ALL ASPECTS OF B. CONNECT EXISTING PAVEMENT, DRILL AND DOWEL PER SUDAS SPECIFICATIONS. ELECTRICAL SERVICE PRIOR TO CONSTRUCTION. TO C. NO CURB. 7. SEE ARCHITECTURAL PLANS FOR BUILDING DETAILS. S N Y D E R $ASSOCIATES Pro't ed No 125.0187.01 A. TRASH ENCLOSURE. SEE ARCHITECTURAL PLANS FOR DETAILS. FEET Sheet C300 16 Page 202 of 551 EAST ELEVATION 115' NEST ELEVATION SONN FOAMS 20' DESCRIPTION COLOR TYPE EXTERIOR PANEL Charcoal R-Panel WAINSCOT N/A GUTTER/RAKE Classic Green DOWNSPOUT Charcoal CORNERS Classic Green MULLION/JAMB Charcoal ROOF Galvalume R-Panel DOORS White FRAMING *** Colors may very slightly from what is depicted on paper. Please request color samples if unsure of exact color or if matching an existing building by others. ** Buildings on a 1% slope will have a gap on one side of the door between door and concrete slab i i l l l I l i 20' NNM EM M PELLANG SYSTEMS L. 906 West 9M Street Pella, IA 90219 WW) SES-0N21 eesseaabJsnossom DESCRIPTION: ELEVATION CUSTOMER: LOCATION: Cedar Falls, IA PROJECT: BUIIdin A EXPECTED IBC: Il72015 DRN. BY JB CK'D BY DATE 1/30/25 SCALE N.T.S. REV. 00 QUOTATION NO. SHEET NO. Page 203 of 551 DOOR SCHEDULE V ID QUAN DESCRIPTION COLOR 1 2 c) n 145'-0" OUT -TO -OUT OF STEEL 10'-0" O 10'-0 © 10'-0 O 10'-0° O 10'-0° O 10'-0° © 10'-0° O 10'-0° 0 10'-0" 0 10'-0° 0 10'-0° © 10'-0° O 10'-0° O 10'-0° O 5'-0" G7 W ® V7 W G7 W G7 ® p W W W W P 20'-0' OUT -TO -OUT OF STEEL 7 C 7 C 7 C 7 C 7 C 7 C J C 7 C 7 C 7 C 7 C 7 C 7 C J C 0 0 1 FLOOR PLAN www Building and foundation plans ore designed to listed load requirements, listed per IBC. PBS suggests doing a code review or confirming with city/county, applicable codes and requirements, based on zoning/usage, that will be enforced on your protect, prior to ordering the building. wPBS is not responsible for any added requirements not shown here or on building plans. w Before ordering the building, please notify PBS of any changes 2 14 Janus 8870 M650 Rollup Janus 9070 M650 Rollup WHITE WHITE COMPARTMENT TABLE 0 ID QUAN WIDTH LENGTH 1 2 10'-0" 5'-0" 2 14 10'-0" 20'-0" North Signature Required * Before structural building/foundation plans may be started, this page must be signed and returned to PBS. * Signing does not require you to order a building and does not lock in a building price, until additional building contract and deposit is returned to PBS. Company Name: Reviewed and Signed By: Signature of Authorized Signer: Date: edll PELLA 906 Vest 911 Street Pelle, IA 50219 WOW 223-0.1 weeyeaebJAnoscen DESCRIPTION: FLOOR PLAN CUSTOMER: I PROJECT B ul 'I DRN. BY JB CK'D BY DATE 1/30/25 SCALE N.T.S. REV. 00 in Page 204 of 551 CITY OF ATERLOO J COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Planning & Zoning Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Request by Troy Morris for a Site Plan Amendment to allow for a restaurant, ice cream shop, and sign shop in a former funeral home in the "S-1" Shopping Center District located at 3146 Kimball Avenue. RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION The applicant is requesting a Site Plan Amendment to allow for a sign shop in an existing building. The applicant recently went through the site plan amendment process to allow for a sandwich shop to be located in this same building. That request was approved by the City Council in February. At the time, the applicant knew that other uses would be going into the building, but did not know what they would be, and was told that when he was ready to put other businesses in the building that he would have to come back for another site plan amendment. The applicant is planning on adding a restaurant, additional space for Troy's Sandwiches, a sign shop, and an ice cream shop. The sign shop is what will be opening first, and the ice cream shop and the restaurant will open sometime in the future. For standard type restaurants, 1 parking space is required for each 100 square feet of floor area devoted to patron use, with a minimum of 10 spaces. The sandwich shop and the ice cream shop requires 10 spaces each. The restaurant requires 37 parking spaces. The sign shop requires 1 parking space for each 250 square feet of office floor area and 1 space for each 2 persons employed on the maximum shift. The sign shop has an office space that will be 100 square feet, and a maximum of 3 employees on a sign shift, so 3 parking spaces are required for the sign shop. The total number of parking spaces required is 60. The parking lot for the building has 43 parking spots. The applicant does have a letter from the neighboring property owner at 3151 Brockway Rd, to allow the applicant to use any of his 54 parking spots after 5 pm. Which means that there would be 97 available parking stalls after 5 pm. Business hours may also vary, so some of the uses may be closed while another is open, which would help the parking situation. The "S-1" zoning district does allow for flexibility when it comes to parking, to take advantage of such shared parking arrangements. In the Technical Review Committee, the Building Department noted that the applicant will need to get an architect on the project. They also noted that they would like to know what the area labeled as "TBD" on the site plan will be used for, as they had heard previously that it might be used for a worship area. Page 205 of 551 NEIGHBORHOOD IMPACT The request would not appear to have a negative impact upon the surrounding area. DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS The Planning, Programming, and Zoning Commission will be holding a public hearing at their regular meeting on October 14, 2025, and notice was sent to property owners within 250 feet. The Commission's recommendation will be reported at the hearing. SOURCE OF EXPENDITURES N/A ALTERNATIVE ACTION LEGAL DESCRIPTION That Part of the Northeast Fractional Quarter of Section 4, Township 88 North, Range 13 West of the 5th P.M. in the City of Waterloo, Black Hawk County, Iowa, bounded as follows: Beginning at a point on the North Line of Park Lane which is 50.01 feet, as measured along an extension of said north line, West of the West line of Kimball Avenue; thence North 1° 12' 12" West a distance of 130.11 feet; thence North 0° 17' 12" West a distance of 144.91 feet; thence South 89° 38' 13" West a distance of 188 feet; thence South 0° 17' 12" East a distance of 275 feet to the North line of Park Lane; thence North 89° 38' 13" East along said North line a distance of 189.94 feet to the point of beginning. ATTACHMENTS 1. Staff Report - 3146 Kimball Avenue 2. Overview Map - 3146 Kimball Avenue 3. Aerial Map - 3146 Kimball Avenue 4. Site Plan and Floor Plan 5. Parking Letter_Redacted Page 206 of 551 October 14, 2025 REQUEST: APPLICANT(S): GENERAL DESCRIPTION: SURROUNDING LAND USES AND IMPACT ON NEIGHBORHOOD: VEHICULAR & PEDESTRIAN TRAFFIC CONDITIONS: RELATIONSHIP TO RECREATIONAL TRAIL PLAN AND COMPLETE STREETS POLICY: ZONING HISTORY FOR SITE AND IMMEDIATE VICINITY: BUFFERS/ SCREENING/ LANDSCAPING REQUIRED: DRAINAGE: Request by Troy Morris for a Site Plan Amendment to allow for a restaurant, ice cream shop, and sign shop in a former funeral home in the "S-1" Shopping Center District located at 3146 Kimball Avenue. Troy Morris, 3146 Kimball Ave, Waterloo, IA 50702 The applicant is requesting a site plan amendment to allow for a sign shop, restaurant, and ice cream shop in addition to the existing sandwich shop in an existing building. The request would not appear to have a negative impact upon the surrounding area. The proposed site plan amendment would not appear to have a negative impact upon vehicular or pedestrian traffic conditions in the area. The site is located at the intersection of Kimball Avenue and Park Lane. Kimball Avenue is classified as a minor arterial and Park Lane is classified as a local street. The parking lot is accessed via the Kimball Avenue Frontage Road There are sidewalks along the south side of Park Lane and along Kimball Avenue Frontage Road. The property in question is zoned "S-1" Shopping Center District since the adoption of the zoning ordinance in 1969. Surrounding land uses and their zoning designations are as follows: North — Medical offices and commercial, zoned "S-1" Shopping Center District South — Bank Iowa, zoned "R-4, C-Z" Multiple Residence Conditional Zoning District. East — Vacant land, zoned "S-1" Shopping Center District and Single Family homes, zoned "R-2" One and Two Family Residence District. West — Professional offices, zoned "S-1" Shopping Center District No buffers would be required as a part of this site plan amendment. A drainage plan will not be needed. Site Plan Amendment- 3146 Kimball Avenue Page 207 of 551 October 14, 2025 Picture 1: Front of building. Picture 2: North side of building Site Plan Amendment- 3146 Kimball Avenue Page 208 of 551 October 14, 2025 Picture 3: Looking north along Kimball Avenue frontage road. Picture 4: Looking south along Kimball Avenue frontage road toward Park Lane. Site Plan Amendment- 3146 Kimball Avenue Page 209 of 551 October 14, 2025 Picture 5: Parking Lot DEVELOPMENT HISTORY: FLOODPLAIN: PUBLIC /OPEN SPACES/ SCHOOLS: UTILITIES: WATER, SANITARY SEWER, STORM SEWER, ETC. RELATIONSHIP TO COMPREHENSIVE LAND USE PLAN: STAFF ANALYSIS — ZONING ORDINANCE: The surrounding area consists of professional offices and commercial buildings, constructed around the 1970's through 2000's, and single family homes constructed between 1960 and 1970. No portion of the area in question is located within a Special Flood Hazard Area as indicated by the Federal Insurance Administration's Flood Insurance Rate Map, Community Number 190025 and Panel Number 0303G, dated May 8, 2024. Hoover Middle School, Lou Henry Elementary School and Paulsen Park are located approximately a l/2 mile to the southwest of the property. There is a 12" storm sewer line, a 12" water main and an 8" sanitary sewer line running along Kimball Avenue. There is a 15" storm sewer line traveling from the southeast corner of the property east along Park Lane. There is a private storm sewer line traveling north from the west side of the building. The Future Land Use Map designates this area as Commercial. The proposed site plan amendment would be in conformance with the Comprehensive Plan and Future Land Use Map for this area. The applicant is requesting a Site Plan Amendment to allow for a sign shop in an existing building. The applicant recently went through the site plan amendment process to allow for a sandwich shop to be located in this same building. That request was approved Site Plan Amendment- 3146 Kimball Avenue Page 210 of 551 October 14, 2025 STAFF ANALYSIS — SUBDIVISION ORDINANCE: STAFF RECOMMENDATION: by the City Council in February. At the time, the applicant knew that other uses would be going into the building, but did not know what they would be, and was told that when he was ready to put other businesses in the building that he would have to come back for another site plan amendment. The applicant is planning on adding a restaurant, additional space for Troy's Sandwiches, a sign shop, and an ice cream shop. The sign shop is what will be opening first, and the ice cream shop and the restaurant will open sometime in the future. For standard type restaurants, 1 parking space is required for each 100 square feet of floor area devoted to patron use, with a minimum of 10 spaces. The sandwich shop and the ice cream shop requires 10 spaces each. The restaurant requires 37 spaces parking spaces. The sign shop requires 1 parking space for each 250 square feet of office floor area and 1 space for each 2 persons employed on the maximum shift. The sign shop has an office space that will be 100 square feet, and a maximum of 3 employees on a sign shift, so 3 parking spaces are required for the sign shop. The total number of parking spaces required is 60. The parking lot for the building has 43 parking spots. The applicant does have a letter from the neighboring property owner at 3151 Brockway Rd, to allow the applicant to use any of his 54 parking spots after 5 pm. Which means that there would be 97 available parking stalls after 5 pm. Business hours may also vary, so some of the uses may be closed while another is open, which would help the parking situation. The "S-1" zoning district does allow for flexibility when it comes to parking, to take advantage of such shared parking arrangements. In the Technical Review Committee, the Building Department noted that the applicant will need to get an architect on the project. They also noted that they would like to know what the area labeled as "TBD" on the site plan will be used for as they had heard previously that it might be used for a worship area. There is no platting required for this request. Therefore, staff recommends that the request by Troy Morris for a Site Plan Amendment to allow for a restaurant, ice cream shop, and sign shop in a former funeral home in the "S-1" Shopping Center District located at 3146 Kimball Avenue be approved for the following reasons: 1. The request is in conformance with the Comprehensive Plan and Future Land Use Map for this area. 2. The request would not appear to have a negative impact on traffic conditions in the area. Site Plan Amendment- 3146 Kimball Avenue Page 211 of 551 October 14, 2025 3. The request would not appear to have a negative impact upon the surrounding area. And with the following condition(s): 1. That there be no outside storage. Site Plan Amendment- 3146 Kimball Avenue Page 212 of 551 City of Waterloo Planning, Programming and Zoning Commission October 14, 2025 0 CC I_ w CC U R=1 x4pTIONAL--DR R-1 ,C-Z 11 =-n—W RIDGEWAY AVE c 0 Gz 0 CC m J 0 U R-4 R=3� 3> m m 0 R-3 BROCKWAY RD W PARKLN E RIDGEWAY'AVE S-1 CATARACTAVE R-4 TROPIC LN EDGEMONTAVE R-4,C-Z HAINES AVE R-2 BARRYINGTON DR R-3 a R =4 2 w CC 0 GA DR 3146 Kimball Avenue Site Plan Amendment Troy Morris, Jr. Pnnr 91Z of SS1 W 4bi J City of Waterloo Planning, Programming and Zoning Commission October 14, 2025 W PARK LN Sources: Esri, TomTom, Garmin, FAO, N contributors, 3146 Kimball Avenue PARK LN A , JSGS, © OperStreetMap a d he GIS User community 3146 Kimball Avenue Site Plan Amendment Troy Morris, Jr. Prim- 914 of SS1 N W fr M 7_ 3 11 sx ; I 1 _71 F K M1 900 �, m l im ur� li s�§ �M1N061�Wxr ' weitica.rUW%P$ WINOGW-1ro•wKTt( tY11NOG1"1ffi�NO ORIOV {,rWH€POWS, NO cm01 (N.WINUOWS. NO ORM "1 INTERIOR RENOVATION FOR Q 0 4.0 CD Mt- O 1 O U1 REFLS£� ' ISX' I1EPiACE i-10'W NG IffDO C ITWX mo nows, oG 3V480 WS N0 08 ax0100MA04Ninl pr>xHnaws GOO jIa4MNnOwS.No cmo�[ f� Y'S RESTAURANT 3i46-KIMBALL AVE' ,� A BRLO ' I 15 of 551 a MM. '-a (tr •L S 'KIM6ALL AVENUE ACCESS ROAD _)KIMBALLL AVE7` 'td r'/F 1. 1.4.14-00 ... ti- Sri- I !L. ftemodhaut • cairtiifer milh • 1 F, m p E g o eWFo.w o.o...A. II II ME Or KM, ` PYRESOV®2o2s BYs C LUC INTERIOR RENOVATION FOR TROY'S SANDWICHES col o T 9 CZ, °gNq➢ � 4r. s 3146 KIMBALL AVE., WATERLOO, IA � e i ------- Page 216 of 551 09/22/2025 To whom it may concern, Trent Jacob Hunter, owner of the property at 3151 Brockway Rd, Waterloo, IA, hereby grant parking permission to Troy Morris Jr owner of 3146 Kimball Ave., Waterloo, IA. He has permission to use any of my 54 parking spots. Trent Jacon Hunter Page 217 of 551 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Planning & Zoning Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Resolution approving an Amendment to the Development and Minimum Assessment Agreement with Airline Storage, LLC, originally approved June 20, 2022, to extend the timeline for improvement completions, amend the minimum assessed value and allow for the sale of units on property located at 3318 West Airline Highway, and authorizing the Mayor and City Clerk to execute said document. RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION Transmitted is a resolution approving an Amendment to the Development and Minimum Assessment Agreement with Airline Storage, LLC, originally approved June 20, 2022, to extend timeline for improvement completions, amend the minimum assessed value and allow for the sale of units for property located at 3318 West Airline Highway, and authorizing the Mayor and City Clerk to execute said document. Sections 3 and 4 discuss the building size requirements, similar to the original development agreement, and terms regarding conveyance. Section 5 talks about the dedication of an ingress/egress easement of no less than 24' as depicted in the original site plan to allow for a means of access to all phases of the project areas. Sections 6 through 8 discuss timelines to complete each phase, and section 9 makes known what the minimum assessed value of each building in phase 2 and 3 should be, which is $355,000.00 each. Section 11 is amended that the MAA that the total improvements, which are two commercial buildings on Phase 1 shall have a minimum assessed value of $710,000.00 for both building combined, not each individual building. NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS Page 218 of 551 SOURCE OF EXPENDITURES N/A ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1 Second Amendment to Development Agreement and Minimum Assessment Agreement 2. Original Development Agreement 3. First Amendment to Development Agreement Page 219 of 551 Prepared by Austin J., McMahon, 222 1st St. E., Independence, IA 50644 319-334-4488 SECOND AMENDMENT TO DEVELOPMENT AGREEMENT and AMENDMENT TO MINIMUM ASSESSMENT AGREEMENT This Second Amendment to Development Agreement and Amendment to Minimum Assessment Agreement (the "Amendment") is entered into as of , 2025 by and between the City of Waterloo, Iowa ("City") and Airline Storage, L.L.C. ("Company"). RECITALS A. WHEREAS, Company and City are parties to that certain Development Agreement dated June 20, 2022 (the "Agreement") concerning the development of property as described in the Agreement and also parties to that certain Minimum Assessment Agreement of the same date (the "MAA"). The Agreement and MAA were filed together in the records of the Black Hawk County Recorder on July 27, 2022 as Doc. No. 2023-1565. For purposes of this Second Amendment, reference to the "Agreement" shall include reference to the MAA whenever the context reasonably requires. B. WHEREAS, Company and City executed an Amendment to said Development Agreement and MAA, dated March 4, 2024, and recorded with the Black Hawk County Recorder as Doc. No. 2025-01738. C. WHEREAS, the parties desire to enter into this Second Amendment to the Agreement and MAA, and furthermore desire to enter into a separate Minimum Assessment Agreement specifically for the Phase 2 Property and Phase 2 Improvements, said separate Minimum Assessment Agreement appearing as Exhibit B to this Second Amendment. NOW, THEREFORE, in consideration of the premises and of other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to amend the Agreement as follows: 1. Exhibit A to the Agreement is deleted and replaced with a new Exhibit A which is appended to this Second Amendment. 2. Any and all references to "site plans," plans, or the like shall be a reference to Exhibit C to this Second Amendment. 3. Section 2(B) is hereby deleted and substituted with the following: Page 220 of 551 B. Phase 2. One 8,000 square foot commercial building, as depicted in the site plans or otherwise as mutually agreed upon, on property described as the Phase 2 Property in Exhibit A (as amended by this Second Amendment). Any conveyance of the Phase 2 Property will be on terms similar to the terms regarding conveyances contained in the Agreement. However, no conveyance of the Phase 2 Property to Company shall occur unless the construction and dedication of an easement is completed as depicted in the site plans, or otherwise as mutually agreed upon. Any conditions precedent to conveyance of the Phase 2 Property can be waived by City in its sole discretion. 4. A new subsection (C) is hereby added to Section 2 and shall read as follows: C. Phase 3. One 8,000 square foot commercial building, as depicted in the site plans or otherwise as mutually agreed upon, on property described as the Phase 3 Property in Exhibit A (as amended by this Second Amendment). If Company desires to undertake Phase 3 Improvements, it shall notify City in writing no later than fourteen (14) months after the date that City conveys the Phase 2 Property to Company. The City shall convey the Phase 3 Property to Company on the same terms set forth in Section 1 of the Agreement, however, no conveyance of the Phase 3 Property to Company shall occur unless the Phasel Improvements, the Phase 2 Improvements, and the easement and dedication thereof as depicted in the site plans or otherwise as mutually agreed upon must be completed prior to any conveyance of the Phase 3 Property to Company. Any conditions precedent to conveyance of the Phase 3 Property can be waived by City in its sole discretion. 5. A new subsection (D) is hereby added to Section 2 which shall read as follows: D. Easement and Dedication. Company shall construct an access or ingress/egress easement as depicted in the site plans or otherwise as mutually agreed upon. Company shall prepare plans, specifications, a plat for said easement, and shall dedicate the same to the City. The purpose of said easement is to enable access to the entirety of Lot 1 and Lot 2, including the undeveloped portions thereof and shall be centered on the boundary line of Lot 1 and Lot 2 of the West Port Addition. 6. Section 5 of the Agreement is amended to provide that the Phase 1 Improvements must be completed no later than 24 months from the date that City conveys the Phase 2 Property to Company. This provision shall not be construed as and is not a waiver of any conditions precedent to the conveyance of any property (Phase 2 Property, Phase 3 Property). 7. Section 5 of the Agreement is amended to provide that the Phase 2 Improvements must be completed within 12 months of the date that the City conveys the Phase 2 Property to Company. 8. Section 5 of the Agreement is amended to provide that Phase 3 Improvements shall be completed within 12 months of the date that City conveys the Phase 3 Property to Company. 9. Section 9 of the Agreement is amended in part to provide that the Phase 2 Improvements shall have a minimum actual value in the amount of $355,000.00, and that the Phase 3 Improvements shall have a minimum actual value in the amount of $355,000.00. Page 221 of 551 10. Section 10 of the Agreement is deleted in its entirety and replaced with the following: 10. Tax Rebates. Provided that Company has completed Phase 1, Phase 2, and Phase 3 Improvements before the completion deadline with respect to each Phase and has executed amendment(s) to the MAA as set forth in Section 9 above, City agrees to rebate property tax (with the exceptions noted below) with respect to Phase 1 Improvements, Phase 2 Improvements, and Phase 3 Improvements as follows: Year One through Year Five: 50% rebate each year for any taxable value added by the completed Phase 1, Phase 2, and Phase 3 Improvements combined (each such payment is a "Rebate"). Each Rebate is payable in respect of a given property tax fiscal year (a "Fiscal Year") only to the extent that (a) Company has actually paid general property taxes due and owing for such Fiscal Year and (b) the city council has made an appropriation for the payment of the Rebate. To receive a Rebate for a given Fiscal Year, Company must, within twelve (12) months after the due date of the last installment of the property taxes for the respective Fiscal Year (i.e., the "March Installment"), submit a completed Rebate request to City on the form provided by or otherwise satisfactory to City, A failure to timely submit a request for a Rebate for a Fiscal Year will result in a forfeiture of the right to request a Rebate for such Fiscal Year, City agrees to consider a completed application for a Rebate within sixty (60) days after submission of the application to City. The taxable value of the Property as a result of the Improvements must be increased by a minimum of 10% and must increase the annual tax by a minimum of $500.00. Rebates shall not be paid based on any special assessment levy, debt service levy, or any other levy that is exempted from treatment as tax increment financing under the provisions of applicable law. The first Fiscal Year in respect of which a Rebate may be given ("Year One") shall be the first full Fiscal Year for which the assessment is based upon the completed value of the combined Phase 1, Phase 2, and Phase 3 Improvements and not based on a prior Fiscal Year for which the assessment is based solely upon (x) the value of the Property, or upon (y) the value of the Property and a partial value of the Improvements due to partial completion of such Improvements or a partial Fiscal Year. As an example of the above provision, in the event all Improvements on the Property are completed prior to January 1, 2025 and the Property and Improvements are assessed as fully completed based on the Plans, as may be revised, the property taxes that would be assessed based on the January 1, 2025 assessed value would be for the Fiscal Year ending June 30, 2027, with the taxes payable one-half by September 30, 2026 and one-half by March 31, 2027, then the first Rebate could be applied for after March 31, 2027 and prior to April 1, 2028. 11. The MAA is amended such that any reference to Improvements or Minimum Improvements means or refers only to the Phase 1 Improvements. The intention of the parties is that the MAA previously executed applies only to the Phase 1 Property and the Phase 1 Improvements. The MAA is further amended to provide that the total Improvements, which includes two commercial buildings, shall have a minimum assessed value of $710,000.00, not that each building shall have a minimum assessed value of $710,000.00. Page 222 of 551 12. Section 1 of the MAA is amended to provide that the deadline for completion of the Phase 1 Improvements is December 31, 2027. 13. Section 2 of the MAA is amended to provide that the MAA shall terminate on December 31, 2037. 14. A new Section 34 is hereby added to the Agreement which shall read as follows: 34. Sale of Completed improvements. Upon the written approval of the Director of Community Planning and Development of the City of Waterloo, Company may sell those portions of the Phase 1 Property, Phase 2 Property, or Phase 3 Property for which Improvements have been completed. One basis for withholding approval, but not the only basis for withholding approval, is the failure of Company to substantially complete Improvements of any Phase or the failure to construct and dedicate the easement as described elsewhere. Company acknowledges and understands that the tax rebate incentive will no longer be applicable to any portion of the Property, Phase 1 Property, Phase 2 Property, or Phase 3 Property that is sold to a third -party. 15. The remedies available to City under the Agreement are applicable to this Amendment and applicable with respect to any and all Improvements or development. No provision in this Amendment shall limit any remedies available to the City. In the event of Company's default or breach, or in the event of termination of the Agreement (including Amendments), Company agrees that it shall elect to either (i) convey any property or portions of any property that is the subject of this Agreement and Amendment that is not developed in accordance with the Agreement or this Amendment; or (ii) retain property or portions of any property that is the subject of this Agreement and Amendment that is not developed in accordance with the Agreement or this Amendment and pay to the City $75,000.00 per acre for any and all undeveloped portions thereof. Notwithstanding the foregoing, the City retains and reserves the right and ability to exercise or enforce the possibility of reverter contained in the Agreement to reacquire ownership of any undeveloped property (or portions thereof) or to pursue damages in the amount of $75,000.00 per acre of any undeveloped property (or portions thereof) in the event that the Company does make such an election in writing to the City within a reasonable amount of time or if the City does not have reasonable assurances that the Company can or will perform what is has elected. 16. Except as amended herein, the Agreement and the MAA shall continue unmodified in full force and effect. Terms capitalized in this Amendment but not defined herein shall have the meaning ascribed to them in the Agreement. This Amendment is binding on the parties and the respective successors, assigns, transferees and legal representatives of each. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute a single instrument. Page 223 of 551 IN WITNESS WHEREOF, the parties have executed this Amendment to Development Agreement and Amendment to Minimum Assessment Agreement as of the date first set forth above. AIRLINE STORAGE, L.L.C. CITY OF WATERLOO, IOWA By: By: Jonathan Voig ' Quentin M. Hart, Mayor MMhaging Member STATE OF IOWA ) ss. BLACK HAWK COUNTY By: Kelley Felchle, City Clerk Acknowledged before me on , 2025 by Quentin M. Hart and Kelley Felchle, as Mayor and City Clerk, respectively, of the City of Waterloo, Iowa. STATE OF IOWA ) ss. BLACK HAWK COUNTY Notary Public Acknowledged before me on (1/ , 202 5 by Jonathan Voigt as Managing Member of Airline Storage, L.L.C. • nrumV ,OWN TRACIA S ROSS COMMISSION NO. 811963 MY COy MISSION EXPIRES Notary Public Page 224 of 551 EXHIBIT A Description Phase 1 Property: Lot 1 of West Port, City of Waterloo, Black Hawk County, Iowa. Phase 2 Property: The southernmost 221 feet (approximately) of Lot 2 of West Port Addition, City of Waterloo, Black Hawk County, Iowa. A plat of survey shall be completed which will contain a more precise and formal legal description. Phase 3 Property: The remaining portion of Lot 2 of the West Port Addition, City of Waterloo, Black hawk County, Iowa, that is not part of the Phase 2 Property, which is approximately the northernmost 255 feet of said Lot 2. A plat of survey shall be completed which will contain a more precise and formal legal description. Page 225 of 551 EXHIBIT B MINIMUM ASSESSMENT AGREEMENT FOR PHASE 2 PROPERTY AND PHASE 2 IMPROVEMENTS This Minimum Assessment Agreement (the "Agreement") is entered into as of , 2025, by and among the CITY OF WATERLOO, IOWA ("City"), Airline Storage, L.L.C. ("Company"), and the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City and Company have entered into a Second Amendment to Development Agreement and Minimum Assessment Agreement (the "Development Agreement") regarding certain real property, described in Exhibit "A" thereto, (the "Property") located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company will undertake the development of an area ("Project") within the City and within the East Waterloo Unified Urban Renewal and Redevelopment Plan Area, formerly known as the Airport Area Development Plan Area; and WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the Company desire to establish a minimum actual value for the land and the building(s) pursuant to this Agreement and applicable only to the Project, which shall be effective upon substantial completion of the Project and from then until this Agreement is terminated pursuant to the terms herein and which is intended to reflect the minimum actual value of the land and buildings as to the Project only; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the improvements (the "Improvements") which the parties contemplate will be erected as a part of the Project. NOW, THEREFORE, the parties hereto, in consideration of the promises, covenants, and agreements made by each other, do hereby agree as follows: 1. Upon substantial completion of construction of the Phase 2 Improvements for the Phase 2 Property by the Company, the minimum actual taxable value which shall be fixed for assessment purposes for the land and Improvements to be constructed thereon by the Company as a part of the Project shall not be less than $355,000.00 (the "Minimum Actual Value") until termination of this Agreement. The parties hereto agree that construction of the Improvements will be substantially completed on or before the date set forth in the Agreement, but in any event not later than December 31, 2026. If it is not, then the parties agree to execute an amendment to this Agreement that will extend the dates specified in Section 2 below. Page 226 of 551 2. The Minimum Actual Value herein established shall be of no further force and effect, and this Minimum Assessment Agreement shall terminate, on December 31, 2036. Nothing herein shall be deemed to waive the Company's rights under Iowa Code § 403.6, as amended, to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall the Company seek or cause the reduction of the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. Nothing herein shall limit the discretion of the Assessor to assign at any time an actual value to the land and Improvements in excess of the Minimum Actual Value. 3. Company agrees that it will not seek administrative review or judicial review of the applicability or constitutionality of any Iowa tax statute or regulation relating to the taxation of real property included within the Property that is determined by any tax official to be applicable to the Property or to Company, or raise the inapplicability or constitutionality of any such tax statute or regulation as a defense in any proceedings. 4. This Agreement shall be promptly recorded by the City with the Recorder of Black Hawk County, Iowa. The City shall pay all costs of recording. 5. Neither the preambles nor provisions of this Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement. 6. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties, including but not limited to future owners of the Project property. IN WITNESS WHEREOF, the parties have executed this Minimum Assessment Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA Airline Storage, L.L.C. By: By: Quentin M. Hart, Mayor JorJ'athan'Voigt Managing Member By: Kelley Felchle, City Clerk Page 227 of 551 STATE OF IOWA ) ss. COUNTY OF BLACK HAWK On this day of , 2025, before me, a Notary Public in and for the State of Iowa, 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 municipal corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said municipal corporation, and that said instrument was signed and sealed on behalf of said municipal corporation by authority and resolution of its City Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said municipal corporation by it and by them voluntarily executed. Notary Public STATE OF IOWA ) ss. COUNTY OF BLACK HAWK Subscribed and sworn to before me on f,6ki6e,r-g , 2025, by Jonathan Voigt as Managing Member of Airline Storage, L.L.C. VAL r Armin IOWA TRACIA S ROSS COMMISSION NO. 811963 MY C MISSION EXPIRES Notary Public Page 228 of 551 CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon which the improvements are to be constructed for the development, and being of the opinion that the minimum market value contained in the foregoing Minimum Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the property subject to the development, upon completion of improvements to be made on it and in accordance with the Minimum Assessment Agreement, certifies that the actual value assigned to such land, building and equipment upon completion of the development shall not be Tess than Three Hundred Fifty -Five Thousand Dollars ($355,000.00) until termination of this Minimum Assessment Agreement pursuant to the terms hereof. Assessor for Black Hawk County, Iowa Date STATE OF IOWA COUNTY OF BLACK HAWK Subscribed and sworn to before me on , 2025, by T.J. Koenigsfeld, Assessor for Black Hawk County, Iowa. Notary Public Page 229 of 551 i1mmomm1111111111111m111mmmcauu Doc ID 011801720022 Type GEN Recorded: 07/27/2022 at 04:26:14 PM Fee Amt: $112.00 Page 1 of 22 Black Hawk County Iowa SANDIE L. SMITH RECORDER Fi1e2023-00001565 Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50704 Phone (319) 234-5701 DEVELOPMENT AGREEMENT — Phased Development This Development Agreement (the "Agreement") is entered into as of ,Jur e z� , 2022, by and between Airline Storage, L.L.C., LLC (the "Company") and the City of Waterloo, Iowa (the "City"). RECITALS A. In furtherance of the objectives of Chapter 403 of the Code of Iowa, 2015, as amended (the "Urban Renewal Act"), City is engaged in carrying out urban renewal project activities in an area known as the East Waterloo Area Urban Renewal and Redevelopment Plan Area, formerly known as the Airport Area Development Plan area (the "Urban Renewal Area"). B. Company is willing and able to finance and construct buildings and related improvements on property located in the Urban Renewal Area, and legally described on Exhibit "A" attached hereto (the "Project Property"). C. City considers economic development within the City a benefit to the community and is willing for the overall good and welfare of the community to provide financial incentives so as to encourage that goal, and the City further believes that the project is in the 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: Page 230 of 551 1. Sale of Property; Title. Subject to the terms hereof, City shall convey to Company the Phase 1 Property described in Exhibit "A" for the sum of $1.00 (the "Purchase Price"). Conveyance shall be by quit claim deed, free and clear of all encumbrances arising by or through City except: (a) easements, servitudes, conditions and restrictions of record; (b) general utility and right-of-way easements serving the Phase 1 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 Phase 1 Improvements (defined below), which may take the form of a lending commitment letter. Company 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. City shall provide any title documents it has in its possession, including any abstracts, to assist in title review. If title is unmarketable or subject to matters not acceptable to Company, and if City does not remedy or remove such objectionable matters in timely fashion following written notice of such objections from Company, Company may terminate this Agreement without further obligation and return the abstract of title to City. 2. Phased Development. The parties contemplate that Company will develop the Project Property (defined below) in phases, each of which is generally described as follows, although more detailed plans for each phase will be developed at one or more future dates: A. Phase 1. Two commercial buildings of approximately 8,000 square feet each (the "Phase 1 Improvements"). B. Phase 2. Two commercial buildings or addition(s) of 8,000 square feet each on the property described as "Phase 2 Property" on Exhibit "A" attached hereto. If Company desires to undertake Phase 2 Improvements, it shall notify City in writing no later than fourteen (14) months after the date of this Agreement, and within 90 days thereafter City shall convey the Phase 2 Property to Company on the same terms set forth in Section 1 above (the "Phase 2 Improvements"). Improvements to the Project Property completed within the schedule established by Section 4 below will be eligible for the benefits provided for in this Agreement, and any Phase of the Improvements not completed within the prescribed period will not be eligible for said benefits. The Phase 1 Property and Phase 2 Property may be collectively referred to as the "Project Property." 3. Improvements by Company. Company shall construct on the Project Property the improvements described in Section 2 above, and related landscaping, paving, signage and parking improvements (collectively, the "Improvements"). Company agrees that the Improvements shall be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other 2 Page 231 of 551 applicable law. For each phase, City may require that Company submit specific building designs and site plans for City review and approval. Company will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Improvements may be lawfully constructed. The Project Property, the Improvements, and all site preparation and development -related work to make any of the Project Property usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project". 4. Construction Plans. Company agrees that it will cause the Improve- ments to be constructed on the Property in conformance with construction plans (the "Plans") that have been submitted to the City. Company agrees that the scope and scale of the Improvements to be constructed shall not be significantly Tess than the scope and scale of the 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 Plan") 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 detailed or complete as the plans otherwise required for the issuance of a building permit. The Modified Plans must be rejected in writing by City within thirty (30) days of submission or shall be deemed to have been approved by the City. If City rejects the Modified Plans in whole or in part, Company shall submit new or corrected 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 Modified Plans fail to conform to the requirements of this Section. The provisions of this Section relating to approval, rejection and resubmission of corrected Modified Plans shall continue to apply until the Modified Plans have been approved by the City; provided, however, that in any event Company shall submit Modified Plans which are approved by City prior to commencement of construction of the additional or modified Improvements. 3 Page 232 of 551 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. 5. Timeliness of Conveyance and Construction; Possibility of Reverter. The parties agree that Company's commitment to undertake the Project and to construct the Improvements in a timely manner constitutes a material inducement for the City to convey the Project Property, or to cause the Project Property to be conveyed, to Company and that without said commitment City would not do so. A. Deadlines to commence and complete. Subject to Unavoidable Delays (defined below), Company must obtain a building permit and begin construction on Phase 1 Improvements within four (4) months after the date of this Agreement (the "Phase 1 Start Date") and must complete construction within twelve (12) months after the date of this Agreement (the "Phase 1 Completion Deadline"). If Company desires to undertake the Phase 2 Improvements, it must complete construction of same within twelve (12) months after the date that City conveys the Phase 2 Property to Company (the "Phase 2 Completion Deadline"). For any phase, completion of construction shall be evidenced by issuance of an occupancy permit. B. Events triggering reverter of title. If, by the Phase 1 Start Date, Company has not in good faith begun construction of the Improvements upon the Phase 1 Property, then the City may terminate this Agreement following Company's failure to begin construction within thirty (30) days following written notice of default from City. If development has commenced by the Phase 1 Start Date or within any agreed period of extension, or with respect to Phase 2 such development has commenced, and is stopped and/or delayed as a result of an act of God, war, civil disturbance, court order, labor dispute, fire, or other cause beyond the reasonable control of Company (each such condition or event being an "Unavoidable Delay"), the requirement that construction is to be completed by the respective Phase Completion Deadline shall be tolled for a period of time equal to the period of such stoppage or delay, and thereafter if construction is not completed within the allowed period of extension the City may terminate this Agreement following Company's failure to diligently undertake construction within thirty (30) days following written notice of default from City. If at any time Company fails to diligently undertake construction and other activities necessary for completion of any given phase of Improvements, then City may terminate this Agreement following Company's failure to resume and diligently carry on,. ;\; construction within thirty (30) days following written notice of default from City. City shall have no further obligations to Company under this Agreement if City terminates this Agreement as provided herein. 4 Page 233 of 551 6. Reverter of Title; Indemnity. In the event of any reverter of title, Company agrees that it shall, at its own expense, promptly execute all documents, including but not limited to a special warranty deed, or take such other actions as the City may reasonably request to effectuate said reverter and to deliver to City title to, as applicable, the Phase 1 Property or the Phase 2 Property that is free and clear of any lien, claim, charge, security interest, mortgage or encumbrance (collectively, "Liens") arising by or through Company. Concurrently with delivery of the deed, Company shall also deliver to City the abstract of title. Company shall pay in full, so as to discharge or satisfy, all Liens on or against the Phase 1 Property or the Phase 2 Property. Appointment of Attorney in Fact: If Company fails to deliver such documents, including but not limited to a special warranty deed, to City within thirty (30) days of written demand by City, then City shall be authorized to execute, on Company's behalf and as its attorney -in -fact, the special warranty deed required by this Section, and for such limited purpose Company does hereby constitute and appoint City as its attorney - in -fact. Company further agrees that it shall indemnify City and hold it harmless with respect to any demand, claim, cause of action, damage, or injury made, suffered, or incurred as a result of or in connection with the Project, Company's failure to carry on or complete same, or any Lien or Liens on or against the Project Property of any type or nature whatsoever that attaches to the Project Property by virtue of Company's ownership of same. If City files suit to enforce the terms of this Agreement and prevails in such suit, then Company shall be liable for all legal expenses, including but not limited to reasonable attorneys' fees, incurred by City. Company's duties of indemnity pursuant to this Section shall survive the expiration, termination or cancellation of this Agreement for any reason. 7. No Encumbrances; Limited Exception. Until completion of the Improvements, Company agrees that it shall not create, incur, or suffer to exist any Liens on the Project Property, other than such mortgage or mortgages as may be reasonably necessary to finance Company's completion of the Improvements and of which Company notifies City before Company executes any such mortgage. Company may not mortgage the Project Property or any part thereof for any purpose except in connection with financing of the Improvements. 8. Utilities. Company will be responsible for extending water, sewer, telephone, telecommunications, electricity, gas and other utility services to any location on the Project Property and for payment of any associated connection fees. 9. Minimum Assessment Agreement. Company acknowledges and agrees that it will pay when due all taxes and assessments, general or special, and all other charges whatsoever levied upon or assessed or placed against the Phase 1 Property. Company further agrees that prior to the date set forth in Section 2 of the Minimum Assessment Agreement (the "MAA") attached hereto as Exhibit "B" it will not seek or cause a reduction in the taxable valuation for the Phase 1 Property as improved pursuant to this Agreement, which shall be fixed for assessment purposes, below the amount of $710,000.00 (the "Phase I Minimum Actual Value"), through: 5 Page 234 of 551 (i) willful destruction of the Phase 1 Property, the Phase 1 Improvements, or any part of either; (ii) a request to the assessor of Black Hawk County; or (iii) any proceedings, whether administrative, legal, or equitable, with any administrative body or court within the City, Black Hawk County, the State of Iowa, or the federal government. Company agrees to execute and deliver the MAA concurrently with execution and delivery of this Agreement. In connection with construction of Phase 2 Improvements, the parties will execute and record an amendment to the MAA, or a new MAA governing the Phase 2 Property, for the purpose of increasing the Minimum Actual Value to an amount that reflects the value added by Phase 2 Improvements. The parties anticipate that each phase of Improvements shall have a minimum actual value of no less than $710,000.00. 10. Tax Rebates. Provided that Company has completed Phase 1 and Phase 2 Improvements before the respective Completion Deadline for each phase and has executed an amendment to the MAA as set forth in Section 9 above, City agrees to rebate property tax (with the exceptions noted below) with respect to both Phase 1 and Phase 2 Improvements, as follows: Year One through Year Five 50% rebate each year for any taxable value added by the completed Phase 1 and Phase 2 Improvements combined (each such payment is a "Rebate"). Each Rebate is payable in respect of a given property tax fiscal year (a "Fiscal Year") only to the extent that (a) Company has actually paid general property taxes due and owing for such Fiscal Year and (b) the city council has made an appropriation for the payment of the Rebate. To receive a Rebate for a given Fiscal Year, Company must, within twelve (12) months after the due date of the last installment of the property taxes for the respective Fiscal Year (i.e., the "March Installment"), submit a completed Rebate request to City on the form provided by or otherwise satisfactory to City. A failure to timely submit a request for a Rebate for a Fiscal Year will result in a forfeiture of the right to request a Rebate for such Fiscal Year. City agrees to consider a completed application for a Rebate within sixty (60) days after submission of the application to City. The taxable value of the Property as a result of the Improvements must be increased by a minimum of 10% and must increase the annual tax by a minimum of $500.00. Rebates shall not be paid based on any special assessment levy, debt service levy, or any other levy that is exempted from treatment as tax increment financing under the provisions of applicable law. The first Fiscal Year in respect of which a Rebate may be given ("Year One") shall be the first full Fiscal Year for which the assessment is based upon the completed value of the combined Phase 1 and Phase 2 Improvements and not based on a prior Fiscal Year for which the assessment 6 Page 235 of 551 is based solely upon (x) the value of the Property, or upon (y) the value of the Property and a partial value of the Improvements due to partial completion of such Improvements or a partial Fiscal Year. As an example of the above provision, in the event all Improvements on the Property are completed prior to January 1, 2025 and the Property and Improvements are assessed as fully completed based on the Plans, as may be revised, the property taxes that would be assessed based on the January 1, 2025 assessed value would be for the Fiscal Year ending June 30, 2027, with the taxes payable one-half by September 30, 2026 and one-half by March 31, 2027, then the first Rebate could be applied for after March 31, 2027 and prior to April 1, 2028. 11. Limitations on Payment of Rebates. A. Each payment of a Rebate is subject to annual appropriation by the city council each fiscal year. City has no obligation to make any payments to Company as contemplated under this Agreement until the city council annually appropriates the funds necessary to make such payments. The right of non - appropriation reserved to City in this paragraph is intended by the parties, and shall be construed at all times, so as to ensure that City's obligation to make future payments of Rebates shall not constitute a legal indebtedness of City within the meaning of any applicable constitutional or statutory debt limitation prior to the adoption of a budget which appropriates funds for the payment of that installment or amount. In the event that any of the provisions of this Agreement are determined by a court of competent jurisdiction or by City's bond counsel to create, or result in the creation of, such a legal indebtedness of City, the enforcement of the said provision shall be suspended, and the Agreement shall at all times be construed and applied in such a manner as will preserve the foregoing intent of the parties, and no Event of Default by City shall be deemed to have occurred as a result thereof. If any provision of this Agreement or the application thereof to any circumstance is so suspended, the suspension shall not affect other provisions of this Agreement which can be given effect without the suspended provision. To this end the provisions of this Agreement are severable. B. Notwithstanding the provisions of Section 10 hereof, City shall have no obligation to make a payment of a Rebate to Company if at any time during the term hereof City fails to appropriate funds for payment; City receives an opinion from its legal counsel to the effect that the use of Tax Increments resulting from the Property and Improvements to fund a Rebate payment to Company, as contemplated under Section 10 above, is not, based on a change in applicable law or its interpretation since the date of this Agreement, authorized or otherwise an appropriate urban renewal activity permitted to be undertaken by City under the Urban Renewal Act or other applicable provisions of the Code, as then constituted or under controlling decision of any Iowa court having jurisdiction over the subject matter hereof; or City's ability to collect Tax Increment from the Improvements and Property is precluded or terminated by legislative changes to 7 Page 236 of 551 Iowa Code Chapter 403. Upon occurrence of any of the foregoing circum- stances, City shall promptly forward notice of the same to Company. If the circumstances continue for a period during which two (2) annual Rebate payments would otherwise have been paid to Company under the terms of Section 10, then City may terminate this Agreement, without penalty or other liability to City, by written notice to Company. C. For purposes of this Agreement, "Tax Increments" shall mean the property tax revenues on the Improvements and Property received by and made available to City for deposit in an account maintained under this Agreement, the provisions of Iowa Code § 403.19 and the ordinance governing the Urban Renewal Plan. 12. Additional Covenants of Company. In addition to the other promises, covenants and agreements of Company as provided elsewhere in this Agreement, Company agrees as follows with respect to each phase of Improvements: A. Company agrees during construction of the Improvements and thereafter until the MAA termination date(s) to maintain, as applicable, builder's risk, property damage, and liability insurance coverages with respect to the Improvements in such amounts as are customarily carried by like organizations engaged in activities of comparable size and liability exposure, and shall provide evidence of such coverages to the City upon request. B. Until substantial completion of the Improvements, 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. D. Company will comply with all applicable land development laws and City and county ordinances, and all laws, rules and regulations relating to its businesses, other than laws, rules and regulations where the failure to comply with the same or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, or condition, financial or otherwise, of Company. E. The Project Property, or phase portion thereof, will have a taxable value as set forth in the MAA and any amendments thereto, and Company agrees that the minimum actual value of the Project Property and completed Improvements as stated in the MAA and any amendments thereto will be a reasonable estimate of the actual value of the Project Property and phase Improvements for ad valorem property tax purposes. Company agrees that it will spend enough in construction of the Improvements that, when combined with the 8 Page 237 of 551 value of the Project Property and related site improvements, will equal or exceed the assessor's minimum actual value for the Project Property and Improvements as set forth in the MAA and any amendments thereto. F. Until termination of the MAA(s), Company will maintain, preserve and keep the Project Property, including but not limited to the Improvements, in good repair and working order, ordinary wear and tear excepted, and from time to time will make all necessary repairs, replacements, renewals and additions. G. During the period that any Rebate is payable to Company under this Agreement, Company agrees that (1) it will not undertake, in any other municipality in Black Hawk County, the construction or rehabilitation of any commercial property as a primary location for Company's business operations of the type to be conducted on the Project Property, and (2) it will make no conveyance, lease or other transfer of the Project Property or any interest therein that would cause the Project Property or any part thereof to be classified as exempt from taxation or subject to centralized assessment or taxation by the State of Iowa. H. Company shall pay, or cause to be paid, when due, all real property taxes and assessments payable with respect to any and all parts of the Project Property. Company agrees that (1) it will not seek administrative review or judicial review of the applicability or constitutionality of any Iowa tax statute or regulation relating to the taxation of real property included within the Project Property that is determined by any tax official to be applicable to the Project Property or to Company, or raise the inapplicability or constitutionality of any such tax statute or regulation as a defense in any proceedings of any type or nature, including but not limited to delinquent tax proceedings, and (2) it will not seek any tax deferral, credit or abatement, either presently or prospectively authorized under Iowa Code Chapter 403 or 404, or any other state law, of the taxation of real property included within the Project Property. 13. Conditions to City Funding. A. The complete or initial funding by City of the Rebates and other Project commitments shall be deemed an agreement of the parties that the applicable conditions to disbursement of funds shall, as of the date of such funding, have been satisfied or waived. If the conditions set forth in this Section are not satisfied at a Rebate disbursement date, this Agreement shall terminate unless a new disbursement date is established by amendment to this Agreement. The termination of this Agreement shall be the sole remedy available to City or Company if, for whatever reason, a condition set forth in this Section is not satisfied at a Rebate payment date, it being understood that each party shall nonetheless incur costs and liabilities prior thereto for which they alone are responsible. City and Company each expressly assumes all responsibility for the costs and liabilities they may each so incur prior to a Rebate payment date and agree to indemnify and hold each other harmless therefrom. 9 Page 238 of 551 B. It is recognized and agreed that the ability of the City to perform the obligations described in this Agreement, including but not limited to the Rebate payments, is subject to completion and satisfaction of certain separate city council actions and required legal proceedings relating to the creation of a tax increment financing (TIF) district, including the holding of public hearings on the same. Further, all the obligations of City under this Agreement are subject to fulfillment, on or before each Rebate payment date, of each of the following conditions precedent: (i) The representations and warranties made by Company in Section 15 shall be true and correct as of the Rebate disbursement date with the same force and effect as if made at such date. (ii) Company shall be in material compliance with all the terms and provisions of this Agreement. (iii) There has not been, as of the Rebate disbursement date, a substantial change for the worse in the financial resources and ability of Company, or a substantial decrease in the financing commitments secured by Company for construction of the Improvements, which change(s) makes it likely, in the reasonable judgment of the City, that Company will be unable to fulfill its covenants and obligations under this Agreement. 14. 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. 15. 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. 10 Page 239 of 551 C. Company has full right, title, and authority to execute and perform this Agreement and to consummate all of the transactions contemplated herein, and each person who executes and delivers this Agreement and all documents to be delivered to City hereunder is and shall be authorized to do so on behalf of Company. D. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization or bylaws of Company or of any contractual restriction, evidence of indebtedness, agreement or instrument of 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. 16. 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 Toss or damage to property or any injury to or death of any person occurring at or about the Project Property or resulting from any defect in the Improvements. The indemnified parties shall not be liable for any damage or injury to the persons or property of Company or its directors, officers, employees, contractors or agents, or any other person who may be about the Project 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 11 Page 240 of 551 indemnified parties harmless, from any claim, demand, suit, action or other proceedings or any type or nature whatsoever by any person or entity whatsoever that arises or purportedly arises from (1) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by Company against the City to enforce its rights under this Agreement), or (2) the acquisition and condition of the Project Property and the construction, installation, ownership, and operation of the Improvements, or (3) any hazardous substance or environmental contamination located in or on the Project Property, but only to the extent such liability has not been previously transferred to and accepted by the City in writing. C. The provisions of this Section shall survive the expiration or termination of this Agreement. 17. Obligations Contingent. Each and every obligation of City under this Agreement is expressly made subject to and contingent upon City's completion of all procedures, hearings and approvals deemed necessary by City or its legal counsel for amendment of the urban renewal plan applicable to the Property and/or project area, all of which must be completed within 180 days from the date this Agreement is approved by the City council. 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. 18. No Assignment or Conveyance. Company agrees that it will not sell, convey, assign or otherwise transfer its interest in the Project 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. 19. 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, the Project Property, or this Agreement, without the prior written consent of City; 12 Page 241 of 551 C. Failure by Company to pay, before delinquency, all ad valorem property taxes levied on or against any of the Project Property; D. Failure by any party hereto to substantially observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement or an MAA; E. Company (1) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the federal bankruptcy law or any similar state law; (2) makes an assignment for the benefit of its creditors; (3) admits in writing its inability to pay its debts generally as they become due; (4) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of Company as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of Company, or part thereof, shall be appointed in any proceedings brought against Company and shall not be discharged within ninety (90) days after such appointment, or if Company shall consent to or acquiesce in such appointment; or (5) defaults under any mortgage applicable to any of Project Property. F. Any representation or warranty made by Company in this Agreement, or made by Company in any written statement or certificate furnished by Company pursuant to this Agreement, shall prove to have been incorrect, incomplete or misleading in any material respect on or as of the date of the issuance or making thereof. 20. Remedies. A. Default by Company. Whenever any Event of Default in respect of Company occurs and is continuing, the City may terminate this Agreement. Before exercising such remedy, City shall give 30 days' written notice to Company of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or the Event of Default cannot reasonably be cured within 30 days and Company shall not have provided assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible. Upon termination, City may exercise any and all remedies available at law, equity, contract or otherwise for recovery of any sums paid by City to Company before the date of termination or to recover ownership of the Project Property or portion thereof as set forth in this Agreement. B. Default by City. Whenever any Event of Default in respect of Company occurs and is continuing, Company may take such action against City to require it to specifically perform its obligations hereunder. Before exercising 13 Page 242 of 551 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. 21. 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. 22. 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. 23. 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. 24. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight air courier service, by United States registered or certified mail, postage prepaid, or by facsimile (with an additional copy delivered by one of the foregoing means), and addressed: 14 Page 243 of 551 (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 33 18 `J e s i IN— �, ► 4% Attention: Managing Member. Vj��-� ��, ���� Sri © . Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, (iii) 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. 25. 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. 26. 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. 27. 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. 28. 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. 29. 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 15 Page 244 of 551 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. 30. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 31. 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. 32. 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. 33. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement by their duly authorized representatives as of the date first set forth above. [signatures on next page] 16 Page 245 of 551 CITY OF WATERLOO, IOWA By: Quentin M. Hart, May Airline Storage, L.L.C. By: 0---a IL) than Voigt Managing Member PERSONAL GUARANTY. The undersigned members and/or managers of Company hereby agree for themselves and their heirs, personal representatives, and assigns, to unconditionally guarantee to City, its successors and assigns, the full and prompt performance by Company, its successors and assigns, of all promises and covenants on the part of Company to be performed pursuant to the foregoing Agreement, including but not limited to the duties of indemnity set forth therein, if any. Liability of guarantors hereunder is joint and several. Kelly Cunningham 17 "' 0 °V Jonat an Voigt Page 246 of 551 EXHIBIT "A" Legal Description of Project Property Phase 1 Property: Parcel being platted as Lot 1 of West Port, City of Waterloo, Black Hawk County, Iowa. Phase 2 Property: Parcel being platted as Lot 2 of West Port, City of Waterloo, Black Hawk County, Iowa. Page 247 of 551 EXHIBIT "B" MINIMUM ASSESSMENT AGREEMENT _ This Minimum Assessment Agreement (the "Agreement") is entered into as of 2-© 2022, by and among the CITY OF WATERLOO, IOWA ("City"), Airline Storage, L.L.C. ("Company"), and the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City and Company have entered into a development agreement (the "Development Agreement") regarding certain real property, described in Exhibit "A" thereto, (the "Property") located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company will undertake the development of an area ("Project") within the City and within the East Waterloo Unified Urban Renewal and Redevelopment Plan Area, formerly known as the Airport Area Development Plan Area; and WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the Company desire to establish a minimum actual value for the land and the building(s) pursuant to this Agreement and applicable only to the Project, which shall be effective upon substantial completion of the Project and from then until this Agreement is terminated pursuant to the terms herein and which is intended to reflect the minimum actual value of the land and buildings as to the Project only; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the improvements (the "Improvements") which the parties contemplate will be erected as a part of the Project. NOW, THEREFORE, the parties hereto, in consideration of the promises, covenants, and agreements made by each other, do hereby agree as follows: 1. Upon substantial completion of construction of the Improvements by the Company, the minimum actual taxable value which shall be fixed for assessment purposes for the land and Improvements to be constructed thereon by the Company as a part of the Project shall not be less than $710,000.00 (the "Minimum Actual Value") until termination of this Agreement. The parties hereto agree that construction of the Improvements will be substantially completed on or before the date set forth in the Agreement, but in any event not later than December 31, 2023. If it is not, then the parties agree to execute an amendment to this Agreement that will extend the dates specified in Section 2 below. 2. The Minimum Actual Value herein established shall be of no further force and effect, and this Minimum Assessment Agreement shall terminate, on December 31, 2033. Nothing herein shall be deemed to waive the Company's rights under Iowa Code Page 248 of 551 § 403.6, as amended, to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall the Company seek or cause the reduction of the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. Nothing herein shall limit the discretion of the Assessor to assign at any time an actual value to the land and Improvements in excess of the Minimum Actual Value. 3. Company agrees that it will not seek administrative review or judicial review of the applicability or constitutionality of any Iowa tax statute or regulation relating to the taxation of real property included within the Property that is determined by any tax official to be applicable to the Property or to Company, or raise the inapplicability or constitutionality of any such tax statute or regulation as a defense in any proceedings. 4. This Agreement shall be promptly recorded by the City with the Recorder of Black Hawk County, Iowa. The City shall pay all costs of recording. 5. Neither the preambles nor provisions of this Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement. 6. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties, including but not limited to future owners of the Project property. IN WITNESS WHEREOF, the parties have executed this Minimum Assessment Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA By: 9..#4�. W"vv Quentin M. Hart, Mayor By: \ Kelley FelchlCity Clerk Airline Storage, L.L.C. By: Jonathan Voigt Managing Member Page 249 of 551 STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) S-I- On this 41 day of , 2022, before me, a Notary Public in and for the State of Iowa, 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 municipal corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said municipal corporation, and that said instrument was signed and sealed on behalf of said municipal corporation by authority and resolution of its City Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said municipal corporation by it and by them voluntarily executed. NANCY HIGBY COMMISSION NO.788229 MY cilmiyioN IXPIR STATE OF IOWA ) ss. COUNTY OF BLACK HAWK Subscribed and sworn to before me on MA, , 2022, by Jonathan Voigt as Managing Member of Airline Storage, L.L.C. '"40 ANGEL J COOPER * * COMMISSION NO. 779568 MY CAM ISSIQjdOWIRES /ow,. -S 3 Page 250 of 551 CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon which the improvements are to be constructed for the development, and being of the opinion that the minimum market value contained in the foregoing Minimum Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the property subject to the development, upon completion of improvements to be made on it and in accordance with the Minimum Assessment Agreement, certifies that the actual value assigned to such land, building and equipment upon completion of the development shall not be less than Seven Hundred Ten Thousand Dollars ($710,000.00) until termination of this Minimum Assessment Agreement pursuant to the terms hereof. Ass `s6r for Black Hawk County, Iowa Date STATE OF IOWA ) ss. COUNTY OF BLACK HAWK Subscribed and sworn to before me on Koenigsfeld, Assessor for Black Hawk County, low /OWN ADRIENNE MILLER COMMISSION NO. 809109 MY COMMISSION EXPIRES FEBRUARY 23, 2024 2022, by T.J. Page 251 of 551 2025-01738 RECORDED: 02/06/2025 02:13:25 PM RECORDING FEE: $12.00 REVENUE TAX: $ COMBINED FEE: $12.00 SANDIE L. SMITH, RECORDER BLACK HAWK COUNTY, IOWA oo, lemma C' ;-Iy o f Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50703. 319-234-5701 AMENDMENT TO DEVELOPMENT AGREEMENT and AMENDMENT TO MINIMUM ASSESSMENT AGREEMENT This Amendment to Development Agreement and Amendment to Minimum Assessment Agreement (the "Amendment") is entered into as of [�ct,rc:..ln, 4 , 2024 by and between the City of Waterloo, Iowa ("City") and Airline Storage, L.L.C. ("Company"). RECITALS A. Company and City are parties to that certain Development Agreement dated June 20, 2022 (the "Agreement") concerning the development of property as described in the Agreement and also parties to that certain Minimum Assessment Agreement of the same date (the "MAA"). The Agreement and MAA were filed together in the records of the Black Hawk County Recorder on July 27, 2022 as Doc. No. 2023- 1565. B. The parties desire to amend the DA and MAA on the terms set forth herein. NOW, THEREFORE, in consideration of the premises and of other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to amend the Agreement as follows: 1. Section 2.B of the DA is amended to strike "fourteen (14) months after the date of this Agreement" and to substitute in its place "September 30, 2024." 2. Section 5.A of the DA is amended to state that the Phase 1 Completion Deadline is December 31, 2024 and the Phase 2 Completion Deadline is December 31, 2025. 3. Section 1 of the MAA is amended to strike "December 31, 2023" therefrom and to substitute "December 31, 2024" in its place. 4. Section 2 of the MAA is amended to strike "December 31, 2033" therefrom and to substitute "December 31, 2034" in its place. 5. Except as amended herein, the DA and the MAA shall continue unmodified in full force and effect. Terms capitalized in this Amendment but not defined herein shall have the meaning ascribed to them in the Agreement. This Amendment is binding on the parties and the respective successors, assigns, transferees and legal representatives of each. This Page 252 of 551 Amendment may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute a single instrument. IN WITNESS WHEREOF, the parties have executed this Amendment to Development Agreement and Amendment to Minimum Assessment Agreement as of the date first set forth above. AIRLINE STORAGE, L.L.C. By: Jo athanWoigt M naging Member STATE OF IOWA ) ss. BLACK HAWK COUNTY CITY OF WATERLOO, IOWA By: L). Quentin M. Hart, Mayor By: 'la" / L elley Fhle, City Clerk Acknowledged before me on '6tGt4 j Z(p 2024 by Jonathan Voigt as Managing Member of Airline Storage, L.L.C. I ,ow I EMILY SELIGA z * Commission Number 649716 WE /OMy Commission Expires July 27, 2026 STATE OF IOWA ) ss. BLACK HAWK COUNTY Acknowledged before me on /40/I 5 2024 by Quentin M. Hart and Kelley Felchle, as Mayor and City Clerk, respectively, of the City of Waterloo, Iowa. aPPIA� S =jy *sap.* IOWA BRITNI C PERKINS COMMISSION NO. 845529 MY COMMISSION EXPIRES JANUARY 27, 2026 2 Page 253 of 551 Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50703. 319-234-5701 AMENDMENT TO DEVELOPMENT AGREEMENT and AMENDMENT TO MINIMUM ASSESSMENT AGREEMENT This Amendment to Development Agreement and Amendment to Minimum Assessment Agreement (the "Amendment") is entered into as of t1arc,h. +-} , 2024 by and between the City of Waterloo, Iowa ("City") and Airline Storage, L.L.C. ("Company"). RECITALS Company and City are parties to that certain Development Agreement dated June 20, 2022 (the "Agreement") concerning the development of property as described in the Agreement and also parties to that certain Minimum Assessment Agreement of the same date (the "MAA"). The Agreement and MAA were filed together in the records of the Black Hawk County Recorder on July 27, 2022 as Doc. No. 2023- 1565. B. The parties desire to amend the DA and MAA on the terms set forth herein. NOW, THEREFORE, in consideration of the premises and of other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to amend the Agreement as follows: 1. Section 2.B of the DA is amended to strike "fourteen (14) months after the date of this Agreement" and to substitute in its place "September 30, 2024." 2. Section 5.A of the DA is amended to state that the Phase 1 Completion Deadline is December 31, 2024 and the Phase 2 Completion Deadline is December 31, 2025. 3. Section 1 of the MAA is amended to strike "December 31, 2023" therefrom and to substitute "December 31, 2024" in its place. 4. Section 2 of the MAA is amended to strike "December 31, 2033" therefrom and to substitute "December 31, 2034" in its place. 5. Except as amended herein, the DA and the MAA shall continue unmodified in full force and effect. Terms capitalized in this Amendment but not defined herein shall have the meaning ascribed to them in the Agreement. This Amendment is binding on the parties and the respective successors, assigns, transferees and legal representatives of each. This Page 254 of 551 Amendment may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute a single instrument. IN WITNESS WHEREOF, the parties have executed this Amendment to Development Agreement and Amendment to Minimum Assessment Agreement as of the date first set forth above. AIRLINE STORAGE, L.L.C. By: I 1 Jor)'athanWoigt M paging Member STATE OF IOWA ) ) ss. BLACK HAWK COUNTY ) CITY OF WATERLOO, IOWA By:y,v� Quentin M. Hart, Mayor By: <2gi.L, elley FIchle, City Clerk Acknowledged before me on t"f.'Gt,£-{ 2p , 2024 by Jonathan Voigt as Managing Member of Airline Storage, L.L.C. l IOWA EMILY SELIGA Commission Number 849716 My Commission Expires July 27, 2026 STATE OF IOWA ) ss. BLACK HAWK COUNTY Notary Publi Acknowledged before me on akal , ,� , 2024 by Quentin M. Hart and Kelley Felchle, as Mayor and City Clerk, respectively, of the City of Waterloo, Iowa. BRITNI C PERKINS COMMISSION NO. 8455291 MY COMMISSION EXPIRES JANUARY 27, 2026 2 Page 255 of 551 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Planning & Zoning Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Resolution approving an amendment to the Development Agreement with Half Dozen Properties for the construction of a new duplex located west of 720 Upton Avenue, with a Minimum Assessment Agreement, and authorizing the Mayor and City Clerk to execute said agreements. RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION Transmitted is a resolution to approve an amendment to the development agreement with Half Dozen Properties for the construction of a new duplex located west of 720 Upton Avenue, with a Minimum Assessment Agreement of $320,000.00, and authorize the Mayor and City Clerk to execute said agreements. The first agreement had each living area at 1,190 square feet and the attached garages of 312 square feet. The developer is now asking to reduce the width of each hallway in both units by 11 inches, reducing the living area to 1,148 square feet, but the garage space will now be 327 square feet. In the original development agreement it noted an approximate value of $320,000.00. This new agreement now has the minimum set at $320,000.00, the amount of assessment remains unchanged from the original development agreement. NEIGHBORHOOD IMPACT Construction of the new duplex is a good infill development project and will put a non -property tax paying parcel on the tax rolls. DATA, ANALYSIS, AND STRATEGIES Housing, land use and economic development. This new duplex also aligns with the Elev8 Housing goals adopted by the city council. IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS Page 256 of 551 SOURCE OF EXPENDITURES N/A ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. First Amendment to Development Agreement 2. Original Development Agreement Page 257 of 551 Prepared by Austin J., McMahon, 222 1st St. E., Independence, IA 50644 319-334-4488 FIRST AMENDMENT TO DEVELOPMENT AGREEMENT This First Amendment to Development Agreement and Minimum Assessment Agreement (the "Amendment") is entered into as of , 2025 by and between the City of Waterloo, Iowa ("City") and Half Dozen Properties, LLC ("Company"). RECITALS A. WHEREAS, Company and City are parties to that certain Development Agreement dated August 18, 2025 (the "Agreement") and concerning the development of Property as set forth in said Agreement. B. WHEREAS, the parties desire to enter into this First Amendment to the Agreement to amend or modify the Agreement as specifically set forth below. C. WHEREAS, the parties furthermore desire to enter into a Minimum Assessment Agreement in connection with the Agreement and the development or improvements described therein. NOW, THEREFORE, in consideration of the premises and of other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to amend the Agreement as follows: 1. The Agreement contains an attached Exhibit B which contains drawings, specifications, or plans regarding the Improvements. Said Exhibit B is hereby deleted and replaced with the Exhibit B that is attached to this Amendment, said Exhibit B indicating that it was "last updated" on 10-02-2025. 2. Section 2 of the Agreement ("Improvements") is hereby deleted in its entirety and replaced with the following substituted Section 2: 2. Improvements by Company. Company shall construct at its own expense on the Property one (1) duplex home as generally described and depicted in Exhibit "B" attached hereto, consisting of approximately 1,148 square feet of living area with an attached garage of approximately 327 square feet on each side, and having an estimated value of $320,000.00 upon completion. The Improvements Page 258 of 551 shall be completed to a finished state, including installation of paved driveway, installation of a fence along the entire length of the rear yard bordering drainageway, removal of all construction debris, proper leveling or shaping of groundscape and grassing and/or landscaping (construction and finishing as so described are referred to as the "Improvements"). The Improvements shall be constructed in accordance with the terms of this Agreement, all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. Company shall submit specific building designs and site plans for City review and approval before the commencement of construction and shall not substantially deviate from such plans, specifications or designs. 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 be undertaken and completed by Company under this Agreement are collectively referred to as the "Project". 3. A new Section 27 and Exhibit C (Minimum Assessment Agreement) is hereby added to the Agreement which shall read: 27. Minimum Assessment Agreement. Company acknowledges and agrees that it will pay when due all taxes and assessments, general or special, and all other charges whatsoever levied upon or assessed or placed against the Property. Company further agrees that prior to the date set forth in Section 2 of the Minimum Assessment Agreement (the "MAA") attached hereto as Exhibit "C" it will not seek or cause a reduction in the taxable valuation for the Property as improved pursuant to this Agreement, which shall be fixed for assessment purposes, below the amount of $320,000.00 (the "Minimum Actual Value"), through: (a) Willful destruction of the Property, the Improvements, or any part of either; (b) a request to the Assessor of Black Hawk County; or (c) any proceedings, whether legal, or equitable, with any administrative body or court within the City, Black Hawk County, the State of Iowa, or the federal government. 4. Except as amended herein, the Agreement shall continue unmodified in full force and effect. Terms capitalized in this Amendment but not defined herein shall have the meaning ascribed to them in the Agreement. This Amendment is binding on the parties and the respective successors, assigns, transferees and legal representatives of each. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute a single instrument. IN WITNESS WHEREOF, the parties have executed this Amendment to Development Agreement and Amendment to Minimum Assessment Agreement as of the date first set forth above. Page 259 of 551 HALF DOZEN PROPERTIES, LLC CITY OF WATERLOO, IOWA By: By: Levi Sires Manager STATE OF IOWA ) ss. BLACK HAWK COUNTY Quentin M. Hart, Mayor By: Kelley Felchle, City Clerk Acknowledged before me on , 2025 by Quentin M. Hart and Kelley Felchle, as Mayor and City Clerk, respectively, of the City of Waterloo, Iowa. Notary Public STATE OF IOWA ) ) ss. BLACK HAWK COUNTY ) Acknowledged before me on , 2025 by Levi Sires as Manager of Half Dozen Properties, LLC. Notary Public Page 260 of 551 EXHIBIT B House Plans See attached plans which contain a "last updated" date of 10-02-2025. Page 261 of 551 **NOTES** Ceiling Height: 8'1-1/8" unless otherwise noted See window schedule for R.O's See cabinetry details per cabinet supplier v UNIT A 1 148 SQ. FT. FLOOR PLAN 327 SQ. FT. GARAGE 0% PARTY WALL 0Y 5/8" DW 2 x 4 STUD 5/8" DW 1 /2" AIR GAP 5/8" DW 2 x 4 STUD 5/8" DW 71'-0" 0, FIRE WALL TO EXTEND TO ROOF 5 MIN. FIRE PLYWOOD EACH SIDE OF PARTY WALL FINAL FOR CONSTRUCTION PLEASE DISPOSE OF ALL PREVIOUS DRAWINGS. SEE WINDOW SCHEDULE FOR FINAL R.O'S. 35'-1" 35'-1" / ' PATIO 6'-0" 12'-4" 10'-0" / `10" PATIO 14'-8" 10'-0" 12'-0" 6'-0" 5'-0" x 4'-0" 5'-0" x 5'-0" G' 0 6' 0" 5'-0" x 5'-0" 5'-0" , x 4'-0" _ 1 1 1", 20''1 11/2' o 2'_0" 2'_0" 20'-1 1'/z" 1 1' 1" / BEDROOM #2 1'-0'� r a, lr-o" EATING ,0 31/2' o 31/2' M - — — — I- 8'-11 " 11'-0" / BEDROOM #2 � 1 LIVING ROOM � � , 1 LIVING ROOM 1 , ^9 - liZ 01 I 7'-4',4" 3'-8'/z' I 3'-8'/z 7'-4',4' f / KITCHEN - - KITCHEN / t I 2-4 o lJ lJ O L__57__41I 2 4 4''1""— ---5'-7Yz'-- —\J 13' 6'/" 1 13' 61/2' _ 9 L 7-1 ry t) " �{ , 10 C / / . 2._3 '-3V/' ® I 3'-4" 3'h" / a WALKIN '� WALKIN h 13'-1" HOOKS/BENCH \- - En up 13'-1" L LAU RY - 4' 8Yz' 3' 1" HOOKS/E LA 'y JDRY 3�r ^ 4' 8Yz' 7' 1„ 7 7' 1 r 1 B TH ' 0 3-0 1 CAR GARAGE 3 BAT ? :6-71/2' » E" 5' 2"----_. CLO ET 'e" / CLO E 2"'° , 6'-7/'' r---'5 , MECH. / MECH. II /,(///// 5'-4" co i 5-4' = ///////. 4'//lii //// /iii�//A - r co zn r / 4 o" zn 1 CAR GARAGE i 8'-1" 8'-1" i 12'-1" 8'-81/2" 8'-81/2" 12'-1" %� ENTRY ri ENTRY BEDROOM #1 BEDROOM #1 s' a 13'-1„ 13'-1" 7-6" x a' -a' / 6 x a -o 0 9, 6'-7" 0" 6'-91/2' 3»' 2'-2„, 4'_4" 2'-21/2' 5'-0" 6'-6" x 4'-0" 6'-6" 5'-0" 6'-6" x 4'-0" 6'-6" ,2'-21/4',' 4'-4" 2'-2" 9'_0" (31/4 z 6'-9 " 6'-7" , 13-0" 8'-854" , / , 8'-81/2' 13-0" 22'-0" 13'-1" /10" 13'-1" , 22'-0" , 27'_7" 71'-0 / 35'-1" 35'-1" , , `10" 71'-0" UNIT B 1 148 SQ. FT. FLOOR PLAN 327 SQ. FT. GARAGE BUILDERS SELECT 'Serving the Cedar Valley with Qualify Building Materials" 2120 Main Street Cedar Falls, IA 319-266-2668 CUSTOMER: START DATE: 01-20-2025 LAST UPDATED: 05-16-2025 05-29-2025 09-24-2025 ** 10-02-2025** DRAWING TYPE MAIN FLOOR PLAN THESE PLANS ARE INTENDED BY BUILDERS SELECT FOR USE BY BUILDERS WHO ARE ACKNOWLEDGEABLE AND EXPERIENCED IN NORMALCONSTRUCTION STANDARDS. STATE AND LOCAL CODES AND PRACTICES. BUILDERS SELECT IS NOT A LICENSED ARCHITECT. BUILDERS SELECT SPECIFICALLY DISCLAIMES ANY WARRANTIES HEREIN AND ASSUMES NO RESPONSIBILITY FOR ANY ERRORS HEREIN OR FOR IMPROPER CONSTRUCTION BY THE USER OF THESE PLANS. DRAWN BY: Janean Page 262 of 551 71'-0" FINAL FOR CONSTRUCTION PLEASE DISPOSE OF ALL PREVIOUS DRAWINGS. SEE WINDOW SCHEDULE FOR FINAL R.O'S. , . .. , , o a . o , , o a . o a . o o. a . o • a . o o , . o, , . o ., , . o, „, „, „, O N S LAB i ON S LAB '04 . , ... . , , ' , .,.. , .,. Z-N ,, , . ., s, . , Z-N . , . s, . , , 6'-9Y ' 6' 9'% y ; yy 13'-0" 8'-8Yz' " 27'-7' 8'-81/4' 13'-0" / / 28'-6" 14'-0" 28'-6" 71'-0" BUILDERS SELECT 'Serving the Cedar Valley with Qualify Building Materials" 2120 Main Street Cedar Falls, IA 319-266-2668 CUSTOMER: START DATE: 01-20-2025 LAST UPDATED: 05-16-2025 05-29-2025 09-24-2025 ** 10-02-2025** DRAWING TYPE FOUNDATION THESE PLANS ARE INTENDED BY BUILDERS SELECT FOR USE BY BUILDERS WHO ARE ACKNOWLEDGEABLE AND EXPERIENCED IN NORMALCONSTRUCTION STANDARDS. STATE AND LOCAL CODES AND PRACTICES. BUILDERS SELECT IS NOT A LICENSED ARCHITECT. BUILDERS SELECT SPECIFICALLY DISCLAIMES ANY WARRANTIES HEREIN AND ASSUMES NO RESPONSIBILITY FOR ANY ERRORS HEREIN OR FOR IMPROPER CONSTRUCTION BY THE USER OF THESE PLANS. DRAWN BY: Janean Page 263 of 551 4/12 4/12 2- e J( ) DODD 11 f1 f DODD DODD o )( 13' 0" FIZONT ELEVATION 13'-4Y 11 13'-41/2" 27-7" 71 '-0" 8'-8'/" FINAL FOR CONSTRUCTION PLEASE DISPOSE OF ALL PREVIOUS DRAWINGS. SEE WINDOW SCHEDULE FOR FINAL R.O'S. 10" 71'-0" 12 8/12 42'-0" LEFT ELEVATION 8/12 4 IZEAIZ ELEVATION 42'-0 IZIC, SIT ELEVATION BUILDERS SELECT Serving the Cedar Valley h Qualify Building Materials" 2120 Main Street Cedar Falls, IA 319-266-2668 CUSTOMER: START DATE: 01-20-2025 LAST UPDATED: 05-16-2025 05-29-2025 09-24-2025 ** 10-02-2025** DRAWING TYPE ELEVATIONS ON SLAB THESE PLANS ARE INTENDED BY BUILDERS SELECT FOR USE BY BUILDERS WHO ARE ACKNOWLEDGEABLE AND EXPERIENCED IN NORMALCONSTRUCTION STANDARDS. STATE AND LOCAL CODES AND PRACTICES. BUILDERS SELECT IS NOT A LICENSED ARCHITECT. BUILDERS SELECT SPECIFICALLY DISCLAIMES ANY WARRANTIES HEREIN AND ASSUMES NO RESPONSIBILITY FOR ANY ERRORS HEREIN OR FOR IMPROPER CONSTRUCTION BY THE USER OF THESE PLANS. DRAWN BY: Janean Page 264 of 551 ROOF PITCH PER PLAN ROOF CAP FINISH MATERIAL 15# FELT & ICE GUARD 5' FROM GUTTER 1/2" OSB ROOF SHEATHING W/ CLIPS TRUSS SYSTEM PER MANUFACTURER DRIP EDGE ALUMINUM SOFFIT/FASCIA GUTTER 2 x 6 FASCIA EXTERIOR SIDING TYVEK HOMEWRAP 7/16" WALL SHEATHING 2 X 6 STUDS 16" OC 2 x 6 TREATED BOTTOM SILL PLATE SILL SEAL ANCHOR BOLTS GRADE TO BE DETERMINED 8" CONCRETE DRAIN MATERIAL 16" x 8" CONCRETE FOOTING w/ REBAR 1 /2" REBAR .11 EGRESS AS REQUIRED TEMPERED AS REQUIRED SLOPE LAB Door, I/8' PEP FT. WALL SECTION - NOT TO SCALE R49 ATTIC INSULATION PROPER VENTS AT EAVE TRUSSES 2' OC 5/8"OR 1/2" NO SAG DRYWALL @ CEILING R21 WALL INSULATION 1 /2" DRYWALL 4" MIN. REINFORCED CONCRETE SLAB 2" FOAM MOISTURE BARRIER 4" MIN. COMPACTED GRAVEL 1'-o„ FINAL FOR CONSTRUCTION PLEASE DISPOSE OF ALL PREVIOUS DRAWINGS. SEE WINDOW SCHEDULE FOR FINAL R.O'S. 0 (N 4,7 TRAY CEILING BUILT INTO TRUSS I L — — — — — — J 4/12 r r N TRAY CEILING r BUILT INTO TRUSS r ~ r N N N "/ L — — — — N N 1 4/12 N N A J ,, 5,,4/1 2 8/12 FALSE GABLE 8/12 N N r r r r r r f 4/1 r r r r r r r N - 1 N 2 8/12 FALSE GABLE 8/12 l7 lV -o'i BUILDERS SELECT 'Serving the Cedar 1/alley with Qualify Building Materials" 2120 Main Street Cedar Falls, IA 319-266-2668 CUSTOMER: START DATE: 01-20-2025 LAST UPDATED: 05-16-2025 05-29-2025 09-24-2025 ** 10-02-2025** DRAWING TYPE ROOF OVERVIEW THESE PLANS ARE INTENDED BY BUILDERS SELECT FOR USE BY BUILDERS WHO ARE ACKNOWLEDGEABLE AND EXPERIENCED IN NORMALCONSTRUCTION STANDARDS. STATE AND LOCAL CODES AND PRACTICES. BUILDERS SELECT IS NOT A LICENSED ARCHITECT. BUILDERS SELECT SPECIFICALLY DISCLAIMES ANY WARRANTIES HEREIN AND ASSUMES NO RESPONSIBILITY FOR ANY ERRORS HEREIN OR FOR IMPROPER CONSTRUCTION BY THE USER OF THESE PLANS. DRAWN BY: Janean Page 265 of 551 85.30' 5'-0" PARCEL "D" 20' FRONT SETBACK 5' SIDELOT SETBACKS 71'-0" i 22'-6" °On °de °Ln °On °d°On °Oa e yry�d:e °4::;. ° ° On 'dn °.°0,..°0—' °.°Oa 0•e 0•e Oa 0•e °.° 0•e .. d•°°0° °.°d-"°.°d r °°°d"` °d'26 —0 °d a.°Oa°°°.°de°.°. .D0D.o do°.D L°.de . do •.• de .oda. dee . 0D.00.e de.D 0e..•. 22'-6" ON SLAB SIDE SETBAC L 13'-0" ON SLAB dn°Oe °dn°dc°d Ae .°de .°Oe 2,4 Oe .0e .0n .de .Oe .On .d a .0n . .0e .0 do .dn .des de .°des �Oe 28-0 d•e°.°de°.°d•n°.°d•e°° .°0•e.d•e°.0•e°.°Oa.0•e d'e . dx . -de . d'e do e.°Oe 0•ee d{ 0•e°.°Oe°.°0•n°. dJgn Oa e.A a.°d'e.de.°On.°dx.Ae.A e 83.52' .°de .°On .°de .°de .°dn .°de . Ax a 13'-0" 8'-0"+ or - Page 266 of 551 EXHIBIT C MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement") is entered into as of this day of , 202 , and among the CITY OF WATERLOO, IOWA ("City") and Half Dozen Properties, LLC ("Company"), and the COUNTY ASSESSOR of the BLACK HAWK COUNTY, IOWA ("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City and Company have entered into a development agreement (the "Development Agreement") regarding certain real property (the "Property"), described in Exhibit "A" thereto, located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company will undertake the development of an area within the City and within the University Avenue Area Urban Renewal and Redevelopment Plan Area, including the construction of certain improvements as described in the Development Agreement (the "Minimum Improvements") on the Property (the "Project"); and WHEREAS, pursuant to Iowa Code§ 403.6, as amended, the City and the Company desire to establish a minimum actual value for the Property and the Minimum Improvements to be constructed thereon by Company pursuant to the Development Agreement, which shall be effective upon substantial completion of the Project and from then until this Agreement is terminated pursuant to the terms herein and which is intended to reflect the minimum actual value of the land and buildings as to the Project only; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the Minimum Improvements which the parties contemplate will be erected as a part of the Project. NOW, THEREFORE, the parties hereto, in consideration of the promises, covenants, and agreements made by each other, do hereby agree as follows: 1. Upon completion of construction of the Minimum Improvements by Company, the minimum actual taxable value which shall be fixed for assessment purposes for the Property and Minimum Improvements to be constructed thereon by Company as a part of the Project shall not be less than $320,000.00 (the "Minimum Actual Value") until termination of this Agreement. The parties hereto agree that construction of the Minimum Improvements will be substantially completed by the date set forth in the Development Agreement, and in any case if the Minimum Improvements are not substantially completed by December 31, 2026, the parties agree to execute an amendment to this Agreement that will extend the date specified in Section 2 below. 2. The Minimum Actual Value herein established shall be of no further force and effect, and this Minimum Assessment Agreement shall terminate, on December 31, 2037. The Minimum Actual Value shall be maintained during such period regardless of: (a) any failure to complete the Minimum Improvements; (b) destruction of all or any portion of the Page 267 of 551 Minimum Improvements; (c) diminution in value of the Property or the Minimum Improvements; or (d) any other circumstance, whether known or unknown and whether now existing or hereafter occurring. 3. Company shall pay, or cause to be paid, when due, all real property taxes and assessments payable with respect to all and any parts of the Property and the Minimum Improvements pursuant to the provisions of this Agreement and the Development Agreement. Such tax payments shall be made without regard to any loss, complete or partial, to the Property or the Minimum Improvements, any interruption in, or discontinuance of, the use, occupancy, ownership or operation of the Property or the Minimum Improvements by Company or any other matter or thing which for any reason interferes with, prevents or renders burdensome the use or occupancy of the Property or the Minimum Improvements. 4. Company agrees that its obligation to make the tax payments required hereby, to pay the other sums provided for herein, and to perform and observe its other agreements contained in this Agreement shall be absolute and unconditional obligations of Company (not limited to the statutory remedies for unpaid taxes) and that Company shall not be entitled to any abatement or diminution thereof, or set off therefrom, nor to any early termination of this Agreement for any reason whatsoever. 5. Nothing herein shall be deemed to waive the Company's rights under Iowa Code§ 403.6, as amended, to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall the Company seek or cause the reduction of the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. Nothing herein shall limit the discretion of the Assessor to assign at any time an actual value to the land and Minimum Improvements in excess of the Minimum Actual Value. 6. Company agrees that during the term of this Agreement it will not: (a) seek administrative review or judicial review of the applicability or constitutionality of any Iowa tax statute relating to the taxation of property contained as a part of the Property or the Minimum Improvements determined by any tax official to be applicable to the Property or the Minimum Improvements, or raise the inapplicability or constitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; or (b) seek any tax deferral, credit or abatement, either presently or prospectively authorized under Iowa Code Chapter 403 or 404, or any other state law, of the taxation of real property, including improvements and fixtures thereon, contained in the Property or the Minimum Improvements; or (c) request the Assessor to reduce the Minimum Actual Value; or (d) appeal to the board review of the city, county, state or to the Director of Revenue of the State of Iowa to reduce the Minimum Actual Value; or Page 268 of 551 (e) cause a reduction in the actual value or the Minimum Actual Value through any other proceedings. 7. This Agreement shall be promptly recorded by the City with the Recorder of Black Hawk County, Iowa. The City shall pay all costs of recording. 8. Neither the preambles nor provisions of this Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement. 9. Each provision, section, sentence, clause, phrase, and word of this Agreement is intended to be severable. If any portion of this Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the offending provision or part thereof shall be deemed severed from this Agreement and the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any portion of this Agreement is invalid or unenforceable as written, but that by limiting such provision or portion thereof it would become valid and enforceable, then such provision or portion thereof shall be deemed to be written, and shall be construed and enforced, as so limited. 10. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties, including but not limited to future owners of the Project property. IN WITNESS WHEREOF, the parties have executed this Minimum Assessment Agreement by their duly authorized representatives as of the date det forth above. [signatures on next page] Page 269 of 551 CITY OF WATERLOO, IOWA HALF DOZEN PROPERTIES, LLC. By: By: Quentin M. Hart, Mayor Levi Sires, Manager Attest: Kelley Felchle, City Clerk STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) On this day of , 202 , before me, a notary public in and for the State of Iowa, personally appeared Quentin M. Hart and Kelley Felchle, to me personally known, who being duly sworn ho being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waterloo, Iowa, a municipal corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said municipal corporation, and that said instrument was signed and sealed on behalf of said municipal corporation by authority and resolution of its City Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said municipal corporation by it and by them voluntarily executed. STATE OF COUNTY OF ) ss. Subscribed and sworn before me on Notary Public by Levi Sires as Manger of Half Dozen Properties, LLC. Notary Public Page 270 of 551 CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the Minimum Improvements to be constructed and the market value assigned to the land upon which the Minimum Improvements are to be constructed for the development, and being of the opinion that the minimum market value contained in the foregoing Minimum Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the property described in the foregoing Minimum Assessment Agreement, certifies that the actual value assigned to that land and improvements upon completion shall not be less than Three Hundred Twenty Thousand and 00/ 100 Dollars ($320,000.00) until termination of this Minimum Assessment Agreement pursuant to the terms hereof, subject to adjustment as provided in said agreement. Date Assessor for Black Hawk County, Iowa STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) Subscribed and sworn to before me on by T.J. Koenigsfeld, Assessor for Black Hawk County, Iowa. Notary Public Page 271 of 551 2025-14801 RECORDED: 10/07/2025 04:26:54 PM RECORDING FEE: $87.00 REVENUE TAX: $ COMBINED FEE: $87.00 SANDIE L. SMITH, RECORDER BLACK HAWK COUNTY, IOWA Preparer: Tim Andera, City of Waterloo, 715 Mulberry St., Waterloo, Iowa 50703 (319) 291-4366 After recording, retum to Community Planning & Development, 715 Mulberry Street, Waterloo, IA 50703. DEVELOPMENT AGREEMENT This Develo ment Agreement (the "Agreement") is entered into as of kabC , 2025 by and between Half Dozen Properties, LLC ("Company"), and thity of Waterloo, Iowa ("City"). RECITALS A. Company is willing and able to finance and construct a duplex dwelling and related improvements on property located in the City of Waterloo as an infill lot in an established residential neighborhood, as described on Exhibit "A" attached hereto (the "Property"). B. City considers infill residential 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 to encourage that goal. City believes that such development is in the vital and best interests of the City and in accordance with the public purposes and provisions of the applicable State and local laws and requirements under which the Project (defined below) is being undertaken and is being assisted. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Sale of Property; Title. Subject to the terms of this Agreement, City shall convey the Property to Company for the sum of $5,000.00 (the "Purchase Price"). Conveyance by City shall be by quit claim deed, free and clear of all encumbrances arising by or through City except: (a) easements, servitudes, conditions and restrictions of record; (b) current and future real estate real property taxes and assessments subject to the agreements made herein; (c) general utility and right-of-way easements serving the Property; and (d) restrictions imposed by the City zoning ordinances and other applicable law. Company 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 1 Page,272 of 551 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. City shall provide any title documents it has in its possession, including any abstracts, to assist in title review. 2. Improvements by Company. Company shall construct at its own expense on the Property one (1) duplex home as further described and depicted in Exhibit "B" attached hereto, consisting of no less than 1,190 square feet of living area with an attached garage of no less than 312 square feet on each side, and having an estimated value of $320,000.00 upon completion. The Improvements shall be completed to a finished state, including installation of paved driveway, installation of a fence along the entire length of the rear yard bordering drainageway, removal of all construction debris, proper leveling or shaping of groundscape and grassing and/or landscaping (construction and finishing as so described are referred to as the "Improvements"). The Improvements shall be constructed in accordance with the terms of this Agreement, all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. Company shall submit specific building designs and site plans for City review and approval before the commencement of construction and shall not substantially deviate from such plans, specifications or designs. 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 be undertaken and completed by Company under this Agreement are collectively referred to as the "Project". 3. Timeliness of Construction; Possibility of Reverter. The parties agree that Company's commitment to cause the Project to be undertaken and to construct the Improvements in a timely manner constitutes a material inducement for the City to extend the incentives provided for in this Agreement, and that without said commitment City would not have done so. Subject to Unavoidable Delays (defined below), Company must commence construction of the Improvements within six (6) months after the date of this Agreement and must Substantially Complete construction no later than fourteen (14) months after the date of this Agreement (the "Completion Deadline"). For purposes of this Agreement, "Substantially Complete" means the date on which the Improvements have been completed to the extent necessary for the City to issue a certificate of occupancy relating thereto and the City has verified that any Project element for which no permit was necessary has been Substantially Completed. If Company has not constructed the Improvements within the required period or any extended period, then City may terminate this Agreement as set forth in Section 14, title to the Property shall revert to the City, and City shall have no further obligation hereunder; provided, however, that if construction has not begun within the stated period but the development of the Project is still imminent, the City's Community Planning and Development Director may, but shall not be required to, consent to an extension of time of up to six (6) months for the construction of the Improvements. Any 2 Page 273 of 551 further time extensions will require consent of the City Council. If construction has commenced within the required period or any extended period and is stopped and/or delayed as a result of an act of God, war, civil disturbance, court order, labor dispute, fire, or other cause beyond the reasonable control of Company (each of the foregoing is an "Unavoidable Delay"), then time lost as a result of Unavoidable Delays shall be added to extend the Completion Deadlines by a number of days equal to the number of days lost as a result of Unavoidable Delays, and thereafter if construction is not completed within the allowed period of extension, City may terminate this Agreement as set forth in Section 14, title to the Property shall revert to City, and City shall have no further obligation hereunder with respect thereto. If City terminates this Agreement, Company shall not be entitled to a refund of the Purchase Price, whether in whole or in part. 4. Reverter of Title; Indemnity. In the event of any reverter of title, Company agrees that it shall, at its own expense, promptly execute all documents, including but not limited to a special warranty deed, or take such other actions as the City may reasonably request to effectuate said reverter and to deliver to City title to the Property that is free and clear of any lien, claim, charge, security interest, mortgage, encumbrance or past -due or currently due property taxes (collectively, "Liens") arising by or through Company. Company shall pay in full, so as to discharge or satisfy, all Liens on or against the Property. Appointment of Attorney in Fact: If Company fails to deliver such documents, including but not limited to a special warranty deed, to City within thirty (30) days after written demand by City, then City shall be authorized to execute, on Company's behalf and as its attorney -in -fact, the special warranty deed required by this Section, and for such limited purpose Company does hereby irrevocably constitute and appoint City as its attorney -in -fact. Company further agrees that it shall indemnify City and hold it harmless with respect to any demand, claim, cause of action, damage, cost, expense, liability or injury. made, suffered, or incurred as a result of or in connection with the Project, or Company's failure to carry on or complete same, or any Lien or Liens on or against the Property of any type or nature whatsoever that attach to the Property by virtue of Company's ownership of same. If City files suit to enforce the terms of this Agreement and prevails in such suit, then Company shall be liable for all legal expenses, including but not limited to reasonable attorneys' fees, incurred by City. Company's duties of indemnity pursuant to this Section shall survive the expiration, termination or cancellation of this Agreement for any reason. 5. Utilities. Company will be responsible for extending water, sewer, telephone, telecommunications, electricity, gas and other utility services from street right of way to any location on the Property and for payment of any associated connection fees. 3 Page 274 of 551 6. Incentives. To aid in the Project, City will provide the following incentives: A. Infill Housing Grant. As provided in the City's infill housing policy, City will pay Company a grant of $10,000.00 (the "Infill Grant") within ninety (90) days after Improvements have been verified by City as Substantially Completed. B. Refund of Purchase Price. City will refund the Purchase Price to Company in full on the same terms as its payment of the Infill Grant. C. Partial Tax Exemption. Because the Property is in a designated Consolidated Urban Revitalization Area (CURA), the Property is eligible for tax exemption consistent with and to the extent provided for in Iowa law and City ordinance, provided that Company or its successor in title meets all requirements to qualify for such exemption. 7. 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. Until the Improvements have been 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. B. 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 where 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. 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. 8. No Encumbrances; Limited Exception. Until completion of the Improvements, Company agrees that it shall not create, incur, or suffer to exist any Liens on the Property, other than such mortgage or mortgages as may be reasonably necessary to finance Company's completion of the Improvements and of which Company notifies City before Company executes any such mortgage. Company may not mortgage the Property or any part thereof for any purpose except in connection with financing of the Improvements. 9. 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 thereon, 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 4 Page 275 of 551 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. 10. 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. 11. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. It is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good standing under the laws of the State of Iowa. B. It has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement. C. This Agreement has been duly and validly authorized, executed and delivered by Company and, assuming due authorization, execution and delivery by the other parties hereto, is in full force and effect and is a valid and legally binding instrument of Company that is enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. D. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization or operating agreement of Company or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Company is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. E. There are no actions, suits or proceedings pending or threatened against or affecting Company in any court or before any arbitrator or before or by anygovernmental 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 5 Page 276 of.551 any manner raises any questions affecting the validity of the Agreement or Company's ability to perform its obligations under this Agreement. 12. 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 or resulting from any defect in the Improvements. The indemnified parties shall not be liable for any damage or injury to the persons or property of Company or its employees, contractors or agents, or any other person who may be about any of 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) otherwise as a result of or in connection with the Project or Company's failure to carry on or complete same. C. The indemnification obligations under this Section shall include attorneys' fees and expenses incurred by any indemnified part. The provisions of this Section shall survive the expiration or termination of this Agreement. 13. 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 on the Property 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 or this Agreement, without the prior written consent of City; 6 Page 277 of 551 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) makes an assignment for the benefit of its creditors; (3) admits in writing its inability to pay its debts generally as they become due; (4) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of Company as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of Company, or part thereof, shall be appointed in any proceedings brought against Company and shall not be discharged within ninety (90) days after such appointment, or if Company shall consent to or acquiesce in such appointment; or (5) defaults under any mortgage applicable to the Property. 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. 14. Remedies. A. Default by Company. Whenever any Event of Default in respect of Company occurs and is continuing, the City may terminate this Agreement, in whole or in part. Before exercising such remedy, City shall give 30 days' written notice to Company of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or the Event of Default cannot reasonably be cured within 30 days and Company shall not have provided assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible. Upon termination, City may exercise any and all remedies available at law, equity, contract or otherwise for recovery of any sums paid by City to Company before the date of termination. B. Default by City. Whenever any Event of Default in respect of Company 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. 7 Page 278 of 551 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. 15. 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. 16. 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. 17. 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. 18. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight air courier service, by United States registered or certified mail, postage prepaid, or by facsimile (with an additional copy delivered by one of the foregoing means), and addressed: (a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, fax number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. (b) if to Company, at 151 Periwinkle Way, Waterloo, IA 50701, Attention: Levi Sires, Manager. 8 Page 279 of 551 Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, (iii) 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. 19. 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. 20. 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. 21. 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 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. 22. 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. 23. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 24. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 25. Entire Agreement. This Agreement, together with the exhibits attached hereto, if any, constitutes the entire agreement of the parties and supersedes all prior or 9 Page 280 of 551 contemporaneous negotiations, discussions, understandings, or agreements, whether oral or written, with respect to the subject matter hereof. 26. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA HALF DO EN PROPERTIES, LLC By: By: t.1 V. 2 Quentin M. Hart, Mayor ' evi Sires, Manager Attest: K- Iley Felchl a City Clerk 10 Page 281 of 551 PERSONAL GUARANTY. The undersigned members and/or managers of Company hereby agree for themselves and their heirs, personal representatives, and assigns, to unconditionally guarantee to City, its successors and assigns, the full and prompt performance by Company, its successors and assigns, of all promises and covenants on the part of Company to be performed pursuant to the foregoing Agreement, including but not limited to the duties of indemnity set forth therein, if any. Liability of guarantors hereunder is joint and several. 11 Page 282 of 551 EXHIBIT "A" Description of Property A survey of Parcel "D" of the Northwest Quarter (NW 1/4) of Section 22, Township 89 North (T89N), Range 13 West (R13W) of the Fifth Principal Meridian (5th PM), being a portion of Lot B, Hummel Addition, City of Waterloo, Black Hawk County, State of Iowa, and being more particularly described as follows: Commencing at the southeast corner of Lot 8, Hummel Addition; thence South 89°11'56" West along the south line of said Lot 8 16.00 feet to the point of beginning; thence continuing South 89°1•1'56" West along the south line of said Lot 8 83.52 feet to the northerly extension of the east line of the alley Tying between Lots 1 through 11 and 61 through 71 in First Addition to Galloway; thence North 01 °05'27" West along said northerly extension 99.99 feet; thence North 89°08'31" East 85.30 feet to the west line of the East 16 feet of said Lot B; thence South 00°04'18" East along the said west line of the East 16 feet 100.08 feet to the point of beginning containing 8,444 square feet (0.19 acres) 1 Page 283 of 551 See attached. EXHIBIT "B" House Plans 1 Page 284 of 551 z D 1 1 ', �r-§ =4 4 -0 O _ A a'- .VT tP -1, sm zq %ems ? 0 5,0' 6'-11" '-0" y~ 12'-1" �r 4 � a N e 19'-8%' 1 _.—_—_ a IS'-4%••.— .-1 . ENTR m -a as l ` I Z , 'L'. 4 noo 5'-7"-� I 0_ I d C n ya y 20 4 m_ 4• 7'7' y' 2 2't••yIt a 0 I tt11�1111111A.t�iitSiT1 \riRv J I 11,4W I2'�Y'� N• • 1 L n 7C n _ D 0 u 5'/a" a x j 17•_t• y z D Iyryy 10'9'A" 6-3515 m d 1 23'- 7 a _ N—w ; `= - O b k = 0 10'-9'h" 6'-3% > 73 w5%" 77. I• a A • -+ D a n a 5'-r " 11 - a sa I O ••{I 4 J Fr _ ♦ za 2 -17[ " L 2 § . _ m 10-8" a. I 2'-4'h" O \\ "• ` 'h 1 W fn �� 12'-1' W a fl `�k zd 2� a O ik 3%' F O 3t 2 7 -7 a.ry - N 42',0' i m �HRDo oa k ,?o`Fv Fo FF `aZi��ej Do CO T n 0 n o ry 0 o + z 0 a . = 0. 1 - 'U O 3 ° mcn o m o N 'O • z D � Z z0 0 50 3d.U. ONIMVMO LEVI SIRES UPTONE DUPLEX n 3 tri Page 285 of 551 • 42'-0" 4 42'-0 panuquo3 ..8.. mq!4X3 o° 0 Z NOI1VaNIlO� 3dA1 ONIMV210 LEVI SIRES UPTONE DUPLEX Page 286 of 551 N011bA-nT 1FT51�1 4' IY75:' N0l1bn-J1Ti 21b-J-ZI 8'.1Y. 8'-1Yd 718. 1Nozl= 8'-1 V MOOD 0 0 0 DODO DODO MOD DODO MOOD MOD 7Y.' T 0 n 0 co gals, z . o o E. 4, o =. � m C S�=TJ n O 3o In m '0 • z r o`D 0 Z LEVI SIRES UPTONE DUPLEX :aawoisn3 Page 287 of 551 2-0' 4/12 FALSE GABLE 8/12 8/12 I I TRAY CEILING BUILT INTO TRUSS I I I I I I 4/12 2'-0" 4/12 FALSE GABLE I I TRAY CEILING BUILT INTO TRUSS I I I I I I 4/12 ' a panu!;uo3 ..9.. pq!4X3 0 <� <0 T 3dA1 ONIMVad LEVI SIRES UPTONE DUPLEX trl Fb Page 288 of 551 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Planning & Zoning Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Resolution approving a Temporary Easement aAreement in the amount of $349.00, with La Porte Road DQ, Inc., located at 1506 La Porte Road, in conjunction with the La Porte Road Phase II Reconstruction Project, and authorizing the Mayor and City Clerk to execute said document. RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION Transmitted is a request to approve a temporary easement agreement in the amount of $349.00, with La Porte Road DQ, Inc., located at 1506 La Porte Road, in conjunction with the La Porte Road Phase II Reconstruction Project, and authorizing the Mayor and City Clerk to execute said document. Since this is a temporary easement, only ten percent of the full asking price is offered since it will expire. The purpose of the temporary easement is to reconstruct the easterly driveway onto Locke Avenue one half at a time, providing a means of egress during construction. NEIGHBORHOOD IMPACT Reconstruction of the corridor would have a positive impact upon the surrounding commercial area, as the corridor was designed and built in the1960s. The redesigned corridor will have underground utilities and streetscaping. DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS Property owners along the corridor have been invited to multiple public information meetings. SOURCE OF EXPENDITURES Crossroads TIF. ALTERNATIVE ACTION Page 289 of 551 LEGAL DESCRIPTION ATTACHMENTS 1. Temporary Easement Agreement Page 290 of 551 Prepared by Tina Andera, City of Waterloo, Waterloo, IA 50703. Phone (3I9) 291-4366 TEMPORARY EASEMENT AGREEMENT This Temporary Easement Agreement (the "Agreement") is entered into as of , 2025 by and between La Porte Road DQ, Inc. ("Grantor"), and the City of Waterloo, Towa ("Grantee"). 1. Grant of Temporary Easement. In consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration in the amount of$349.00, the receipt and sufficiency of which is hereby acknowledged Grantor does hereby grant and convey unto Grantee, and Grantee does hereby accept, a temporary easement for purposes relating to construction of the Improvements (the "Temporary Easement") in, to, upon, over, across, and beneath the real estate (the "Temporary Easement Premises") as set forth on Exhibit "A" attached hereto and by this reference made a part hereof. 2. Purpose. The Temporary Easement Premises is intended for use by Grantee, its employees, contractors and agents, to reconstruct La Porte Road, utility improvements, grading, seeding, and remove and replace the driveway from Locke Avenue (the "Improvements"). It is the intention of the parties that Grantee shall assume all responsibility for the construction of the Improvements adjacent to the Premises, and that Grantor shall have no liability relating to the Easement or the Improvements except as may arise from the Grantor's own negligent acts or omissions or willful misconduct. 3. Grantor Duties and Privileges. Grantor shall deliver possession of the Temporary Easement Premises to Grantee, "as is, where is", without any representation or warranty as to the condition of same. Grantor shall have no duty to prepare the Temporary Easement Premises in any way for Grantee's use. Following transfer of possession of the Temporary Easement Premises, Grantor shall have no further duty or obligation with respect to same, except as set forth herein. Grantor may mow or care for grasses and vegetation growing in the Temporary Easement Premises during the period of this Agreement, but may not conduct other activities upon the Temporary Easement Premises without the prior written consent of Grantee. Grantor agrees that any activities that Grantor, its officers, employees, contractors or agents undertake on the Temporary Easement Premises during the term hereof shall be at their sole risk, and Grantor hereby agrees to indemnify Grantee, its officials, officers, employees, contractors and agents, Page 291 of 551 with respect to any and all claims for injuries, death, property damage, property Ioss or otherwise, arising from the acts or omissions of Grantor, its officers, employees, contractors or agents, on or about the Temporary Easement Premises during the term of this Agreement. IN WITNESS WHEREOF, the parties have executed this Temporary Easement Agreement by their duly authorized representatives as of the date first set forth above. LA PORth ROAD DQ, INC. CITY OF WATERLOO, IOWA By: kt.,:"-\ z, Title: ` 'recvs v1- r By: Quentin M. Hart, Mayor Attest: Kelley Felchle, City Clerk STALE OP -(2W(,) ss. rota al-[141,0}✓ COUNTY ) Acknowledged before me on .0 1(4 3I , 2025, by Ski/ell, t—'+ tjHbyeil--vas of to Porte Road DQ, Inc. a Q1 A t 0 NICCOLE M. METCALF COMMISSION NO. 828708 b ftk v..— MY COMMISSION EXPIRES ,r• STATE OF IOWA ) ss BLACK HAWK COUNTY ) Notary Public Acknowledged before me on , 2025, by Quentin M. Hart and Kelley Felchle as Mayor and City Clerk, respectively, of the City of Waterloo, Iowa, Notary Public Page 292 of 551 Exhibit "A" ' Q iI .M1 POWER POLE TO BE REMOVED BY OTHERS LPR205) LA PORTE ROAD DQ INC PARCEL ID: 891336454022 1506 LA PORTE RD • TEMPORARY EASEMENT 364 SF PROPOSED TEMP. EASEMEMT PROTECT SIGN PROPOSED STORM SEWER CONNECTION TO EXIST. J STORM SEWER LIGHT POLE REMOVED (TYP.) EXISTING ROW cv PROTECT SIGN 13.0' LOCKE AVE Driveway to be sta ed half at a time PROPOSED WATER MAIN 0 20 FEET LEGEND RIGHT-OF-WAY/PROPERTY ACQUISTION LINES PERM. EASEMENT LINES TEMP. EASEMENT LINES PERMANENT ACQUISITION PERMANENT EASEMENT TEMPORARY EASEMENT LINES LA PORTE ROAD AECOM POWER POLE TO BE REMOVED BY OTHERS ANY PAVEMENT REMOVED WILL BE REPLACED IN -KIND UNLESS OTHERWISE NOTED. 1 PARCEL LPR205 Public Impact Diagram LA PORTE ROAD DQ INC La Porte Road Reconstruction 04-10-25 Waterloo, Iowa Page 293 of 551 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Planning & Zoning Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Resolution approving a Development Agreement with Iowa Heartland Habitat for Humanity for the construction of two single-family homes or a duplex on Oaklawn Avenue in the Church Row Neighborhood including a Demolition Agreement, an Acquisition Grant of $28,750.00, and Infill Housing Grant of $15,000.00, and authorizing the Mayor and City Clerk to execute said documents. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION Iowa Heartland Habitat for Humanity acquired the properties from John Eveland and will be building two single-family homes or a twin home on the properties. The Development Agreement includes a grant of $28,750.00 for the acquisition of the property, and a grant of $15,000 for infill housing development. The City will demolish the home at 212 Oaklawn Avenue for Habitat for Humanity. NEIGHBORHOOD IMPACT Redevelopment of the lots would appear to have a positive impact on the neighborhood DATA, ANALYSIS, AND STRATEGIES Infill Development IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES Bonds ALTERNATIVE ACTION LEGAL DESCRIPTION The North 34 feet of the South 63 feet of Lot 5, and North 34 feet of South 63 feet of East 40 feet of Page 294 of 551 Lot 4 in Block 3 in "First Addition to Oak Lawn" in Waterloo, Iowa. AND The North 34 feet of the South 97 feet of Lot 5, and the North 34 feet of the South 97 feet of the East 40 feet of Lot 4, in Block 3, in "First Addition to Oak Lawn" in Waterloo, Iowa. AND The East 40 feet of the South 29 feet of Lot 4 and the South 29 feet of Lot 5 in Block 3 in "First Addition to Oak Lawn" in Waterloo, Iowa. AND The West 30 feet of the East 40 feet and South 29 feet of Lot 4 in Block 3 in "First Addition to Oak Lawn" in Waterloo, Iowa. ATTACHMENTS 1. 212 Oaklawn Aerial 2. HABITAT D.A. - 212 OAKLAWN Page 295 of 551 212 Oaklawn Note: Base map data source is Black Hawk County. This map does not represent a survey. no liability is assumed for the accuracy of the data delineated herein, eXher expressed or Implied by Black Hawk County, the Black Hawk County Assessor, or their employees. The City of Waterloo makes no warranty. express or Implied, as to the accuracy of the information shown on this map, and expressly disclaims liability for the accuracy thereof. Users should refer to official plats, surveys, recorded deeds, etc. located at the Black Hawk County Assessor's Office for complete and accurate information. 212 Oaklawn Habitat 0 10 20 30 Feet Pnno 9C1R of;i;i Preparer: Austin J McMahon, Lange & McMahon, PLC, 222 1st St. E., Independence, IA 50644 (319) 334-4488 After recording, return to Community Planning & Development, 715 Mulberry Street, Waterloo, IA 50703. DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of , 2025, by and between Iowa Heartland Habitat for Humanity ("Company"), and the City of Waterloo, Iowa ("City"). RECITALS A. Company is the owner of, or is in the process of becoming the owner of, certain real property that is identified on Exhibit "A" attached hereto (the "Property"). Company is willing and able to finance and undertake new residential construction and/or development on the Property and to make related improvements ("Improvements" or "Project"). B. City considers residential development within the City to be a benefit to the community and is willing for the overall good and welfare of the community to provide financial incentives 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. Improvements by Company. Company shall construct on the Property two single-family dwellings, or alternatively a duplex, to a finished state, including sidewalk, garage and driveway, and shall be responsible for removal of all construction debris, proper leveling or shaping of groundscape, and grassing and/or landscaping (construction and finishing as so described are referred to collectively as the "Improvements"). The Improvements shall be constructed in accordance with the terms of this Agreement, all Page 297 of 551 applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. Company shall submit specific plans, building designs and site plans for City review and approval before the commencement of construction and shall not substantially deviate from such plans, specifications or designs. 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 be undertaken and completed by Company under this Agreement are collectively referred to as the "Project." 2. Timeliness of Construction; Possibility of Termination. The parties agree that Company's commitment to cause the Project to be undertaken and to construct the Improvements in a timely manner constitutes a material inducement for the City to extend the incentives provided for in this Agreement, and that without said commitment City would not do so. A. Deadlines to commence and complete. Subject to Unavoidable Delays (defined below), Company must obtain a building permit and must Substantially Complete construction of the Improvements within three (3) years after the date of this Agreement (the "Completion Deadline"). For purposes of this Agreement, "Substantially Complete" means the date on which the Improvements have been completed to the extent necessary for the City to issue a certificate of occupancy relating thereto and the City has verified that Project elements for which no permit was necessary have been completed to City's reasonable satisfaction. All deadlines are subject to Unavoidable Delays as defined in paragraph B below. The City's Community Planning and Development Director may, but shall not be required to, consent to an extension of the Completion Deadline of up to six (6) months. Any additional or longer time extensions will require consent of the City Council. B. Events triggering termination. If Company does not begin or Substantially Complete construction of the Improvements on the schedule(s) stated above, subject to Unavoidable Delays, then City may terminate this Agreement as set forth in Section 9, and City shall then have no further obligation to Company under this Agreement. If development has commenced within the required period, as the same may be extended, and is subsequently stopped or delayed as a result of an act of God, war, civil disturbance, court order, labor dispute, fire, or other cause beyond the reasonable control of Company (each an "Unavoidable Delay"), the requirement that construction be completed by the Completion Deadline shall be tolled for a period of time equal to the period of Unavoidable Delay. As promptly as possible, Company shall notify City in writing of the occurrence of any Unavoidable Delay and shall again notify City in writing when the Unavoidable Delay has ended. If City terminates this Agreement as provided in Section 9, City shall have no further obligations to Company under this Agreement, including but not limited to any legal or equitable obligation to reimburse Company for any costs expended by Company with respect to the Project. In connection with termination of the Agreement as set forth herein, City may demand reimbursement of any sums paid to or for the benefit of Company in connection with the Project, in addition to exercising any other available remedies. 2 Page 298 of 551 3. Utilities. Company will be responsible for extending water, sewer, telephone, telecommunications, electricity, gas and other utility services from street right of way to any location on the Property and for payment of any associated connection fees. 4. City Incentives. To aid the Project, City agrees to provide the following assistance: A. Acquisition Grant. City will pay to Company a grant in an amount not greater than $28,750.00 in connection with Company's acquisition of the Property, payable within sixty (60) days after Company provides proof of closing on the Property. B. Demolition. City is willing and agrees, subject to the terms of a Demolition Agreement to be executed by the parties, to demolish structures, foundations, cement pads, sidewalks (except public sidewalks) and other improved features on the Property, and further agrees to remove all debris, bring fill as needed, and level the sites to grade. C. Infill Housing Grant. As provided in the City's infill housing policy, City will pay Company a grant of up to $15,000 ($7,500.00 per unit) within thirty (30) days after Company has Substantially Completed the Improvements and has obtain final inspection on all permits obtained for the Project. 5. 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. Until the Improvements have been 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. B. 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 where 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. 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. D. Company agrees during construction of the Improvements to maintain, as applicable, builder's risk, property damage, and liability insurance coverages with respect to the Improvements in such amounts as are customarily carried by like companies engaged in activities of comparable size and liability exposure, and shall provide evidence of such coverages to the City upon request. 6. 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. 3 Page 299 of 551 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. 7. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. It is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good standing under the laws of the State of Iowa. B. It has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement. C. This Agreement has been duly and validly authorized, executed and delivered by Company and, assuming due authorization, execution and delivery by the other parties hereto, is in full force and effect and is a valid and legally binding instrument of Company that is enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. D. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization or operating agreement of Company or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Company is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. E. There are no actions, suits or proceedings pending or threatened against or affecting Company in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Company or which in any manner raises any questions affecting the validity of the Agreement or Company's ability to perform its obligations under this Agreement. 8. 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 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, the Property, or this Agreement, without the prior written consent of City, except as expressly authorized by 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) makes an assignment 4 Page 300 of 551 for the benefit of its creditors; (3) admits in writing its inability to pay its debts generally as they become due; (4) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of Company as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of Company, or part thereof, shall be appointed in any proceedings brought against Company and shall not be discharged within ninety (90) days after such appointment, or if Company shall consent to or acquiesce in such appointment; or (5) defaults under any mortgage applicable to the Property; or 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. 9. Remedies. A. Default by Company. Whenever any Event of Default in respect of Company occurs and is continuing, the City may terminate this Agreement. Before exercising such remedy, City shall give 30 days' written notice to Company of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or the Event of Default cannot reasonably be cured within 30 days and Company shall not have provided assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible. Upon termination, City may exercise any and all remedies available at law, equity, contract or otherwise for recovery of any sums paid by City to Company before the date of termination. 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. 10. 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, due to any act of negligence or willful misconduct of any person, other than any act of negligence or 5 Page 301 of 551 willful misconduct on the part of any such indemnified party or its officers, employees or agents. B. Except for any willful misrepresentation, any willful misconduct, or any unlawful act of the indemnified parties, Company agrees to protect and defend the indemnified parties, now or forever, and further agrees to hold the indemnified parties harmless, from any claim, demand, suit, action or other proceedings or any type or nature whatsoever, by any person or entity whatsoever that arises or purportedly arises from (1) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by Company against the City to enforce its rights under this Agreement), or (2) the acquisition and condition of the Property and the construction, installation, ownership, and operation of the Improvements, or (3) otherwise as a result of or in connection with the Project or Company's failure to carry on or complete same. C. The indemnification obligations under this Section shall include attorneys' fees and expenses incurred by any indemnified party. The provisions of this Section shall survive the expiration or termination of this Agreement. 11. 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. 12. 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. 13. 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. 14. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight air courier service, by United States registered or certified mail, postage prepaid, or by facsimile (with an additional copy delivered by one of the foregoing means), and addressed: (a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, Attention: Mayor, with copies to the Community Planning and Development Director. (b) if to Company, at 803 W. 5th Street, Waterloo, Iowa 50702, Attention: Executive Director. 6 Page 302 of 551 Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, or (iii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid. A party may change the address for giving notice by any method set forth in this Section. 15. 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. 16. 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. 17. 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. 18. 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. 19. 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. 20. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 21. Counterparts. This Agreement may be executed in one or more counterparts, each of which, including signed counterparts delivered by facsimile or other electronic means, shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 7 Page 303 of 551 22. 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. 23. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA IOWA HEARTLAND HABITAT FOR HUMANITY By: By: Quentin Hart, Mayor Ali Parrish, Executive Director Attest: Kelley Felchle, City Clerk 8 Page 304 of 551 EXHIBIT "A" Property Description The North 34 feet of the South 63 feet of Lot 5, and North 34 feet of South 63 feet of East 40 feet of Lot 4 in Block 3 in "First Addition to Oak Lawn" in Waterloo, Iowa. AND The North 34 feet of the South 97 feet of Lot 5, and the North 34 feet of the South 97 feet of the East 40 feet of Lot 4, in Block 3, in "First Addition to Oak Lawn" in Waterloo, Iowa. AND The East 40 feet of the South 29 feet of Lot 4 and the South 29 feet of Lot 5 in Block 3 in "First Addition to Oak Lawn" in Waterloo, Iowa. AND The West 30 feet of the East 40 feet and South 29 feet of Lot 4 in Block 3 in "First Addition to Oak Lawn" in Waterloo, Iowa. Page 305 of 551 DEMOLITION AGREEMENT This Demolition Agreement (the "Agreement") is entered into effective as of , 2025, by and between Iowa Heartland Habitat for Humanity ("Company"), and the City of Waterloo, Iowa ("City"). RECITALS A. Company currently owns or will acquire ownership of the real property described in Exhibit A ("Property"). B. Company and City are parties to a certain Development Agreement, and in furtherance of said Development Agreement, City is willing and agrees, subject to the terms of this Agreement, to demolish structures, foundations, cement pads, sidewalks (except public sidewalks) and other improved features on the Property, and further agrees to remove all debris, bring fill as needed, and level the sites to grade.. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises exchanged herein, and for other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. City Obligations. City agrees to demolish structures, foundations, cement pads, sidewalks (except public sidewalks) and other improved features on the Property, and further agrees to remove all debris, bring fill as needed, and level the sites to grade. City makes no warranties with respect to any to such work, and disclaims all warranties, express or implied. 2. Company Obligations; Indemnity. Company agrees to allow the City of Waterloo, its officials, officers, employees, contractors and agents to enter the Property to perform and complete its Obligations. Company agrees to indemnify and hold harmless the City, its officials, officers, employees, contractors and agents (the "indemnified parties"), with respect to any and all claims for injuries, death, property damage, property loss or otherwise arising from or in connection with the acts or omissions of the indemnified parties in connection or pursuant to this Agreement, except those claims arising out of the negligent acts or omissions or willful misconduct of the indemnified parties or non-compliance or violation of applicable law by an indemnified party. 3. City's Obligations Contingent. Each and every Obligation of City under this Agreement is subject to and contingent upon City's completion of any and all procedures, hearings, and approvals deemed necessary by City or its legal counsel to perform its Obligations. 4. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight air courier service, by United States registered or certified mail, postage prepaid, and addressed: (a) If to City, 715 Mulberry Street, Waterloo, Iowa 50703, Attention: Mayor, with 2 Page 306 of 551 copies to the City Attorney and the Community Planning and Development Director. (b) If to Company, at 803 W. 5th Street, Waterloo, Iowa 50702, 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, (iii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid, or (iv) when transmitted by facsimile 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. 5. Miscellaneous Provisions. This Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement is the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior understandings or agreements relating to the subject matter hereof, whether oral or written, and this Agreement may not be modified except by the mutual written agreement of both parties. 6. 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. IN WITNESS WHEREOF, the parties have executed this Demolition Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA IOWA HEARTLAND HABITAT FOR HUMANITY By: By: Quentin M. Hart, Mayor Attest: Kelley Felchle, City Clerk Title: 3 Page 307 of 551 EXHIBIT A Property Description The North 34 feet of the South 63 feet of Lot 5, and North 34 feet of South 63 feet of East 40 feet of Lot 4 in Block 3 in "First Addition to Oak Lawn" in Waterloo, Iowa. AND The North 34 feet of the South 97 feet of Lot 5, and the North 34 feet of the South 97 feet of the East 40 feet of Lot 4, in Block 3, in "First Addition to Oak Lawn" in Waterloo, Iowa. AND The East 40 feet of the South 29 feet of Lot 4 and the South 29 feet of Lot 5 in Block 3 in "First Addition to Oak Lawn" in Waterloo, Iowa. AND The West 30 feet of the East 40 feet and South 29 feet of Lot 4 in Block 3 in "First Addition to Oak Lawn" in Waterloo, Iowa. 4 Page 308 of 551 CITY OF ATERLOO J COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Planning & Zoning Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Resolution approving and accepting an Acquisition Contract and approving a Deed to sell real property to the City of Waterloo for a partial right-of-way acquisition, and Permanent and Temporary Easements Agreements with Price Investments, LLC, in the amount of $25,000.00, located at 1955 Locke Avenue, in conjunction with the La Porte Road Phase II Reconstruction Project, and authorizing the Mayor and City Clerk to execute said documents. RECOMMENDED COUNCIL ACTION Approval. SUMMARY STATEMENT AND BACKGROUND INFORMATION Transmitted is a resolution approving and accepting certain acquisition contract and approving certain deeds to sell real property to the City of Waterloo for a partial right-of-way acquisition, and a permanent and temporary easements with Price Investments, LLC, in the amount of $25,000.00, located at 1955 Locke Avenue, and authorize the Mayor and City Clerk to execute said documents. The business on the property is operated as the Majestic Moon, an event center. Below is a breakdown of what is being offered for each acquisition: Partial Fee Title Acquisition: $15,652.00 Permanent Easement: $5,736.00 Temporary Easement: $3,612.00 The partial fee title acquisition will be land that is deeded to the city for the La Porte Road Phase II reconstruction project. The permanent easement is needed to install a new electrical transformer, and the temporary easement is for reinstalling a new retaining wall, regrading and reseeding the grass areas that are disturbed. Attached is an appraisal, which came to a value of $19,044.00 for all three acquisition requests from the property owner. While negotiating the price with the owner, staff felt the current offer amount was fair, as they will retain ownership of a large retaining wall after the project is completed, which will result in future maintenance costs by them, and the project will impact parking for the facility. NEIGHBORHOOD IMPACT Reconstruction of the corridor would have a positive impact upon the surrounding commercial area, as the corridor was designed and built in the 1950s and 1960s. The redesigned corridor will have underground utilities and streetscaping. Page 309 of 551 DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS Property owners along the corridor have been invited to multiple public information meetings. SOURCE OF EXPENDITURES Crossroads TIF. ALTERNATIVE ACTION LEGAL DESCRIPTION DESCRIPTION: PERMANENT EASEMENT 1 PART OF LOT 1 IN PLEASANT VIEW ADDITION, CITY OF WATERLOO, COUNTY OF BLACK HAWK, STATE OF IOWA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS. COMMENCING AT THE NORTHEASTERLY CORNER OF SAID LOT 1; THENCE NORTH 89°36'33" WEST (ASSUMED BEARING FOR THE PURPOSE OF THIS DESCRIPTION) ALONG THE NORTHERLY LINE OF SAID LOT 1, A DISTANCE OF 5.00 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00°13'37" WEST, 30.00 FEET; THENCE NORTH 89°36'33" WEST, 20.50 FEET; THENCE NORTH 00°13'37" EAST, 30.00 FEET TO THE NORTHERLY LINE OF SAID LOT 1; THENCE SOUTH 89°36'33" EAST ALONG THE NORTHERLY LINE OF SAID LOT 1, A DISTANCE OF 20.50 FEET TO THE POINT OF BEGINNING. CONTAINING 615 SQUARE FEET. DESCRIPTION: PERMANENT EASEMENT 2 PART OF LOT 120 IN PLEASANT VIEW ADDITION, CITY OF WATERLOO, COUNTY OF BLACK HAWK, STATE OF IOWA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS. COMMENCING AT THE SOUTHEASTERLY CORNER OF SAID LOT 120; THENCE NORTH 89°27'31" WEST (ASSUMED BEARING FOR THE PURPOSE OF THIS DESCRIPTION) ALONG THE SOUTHERLY LINE OF SAID LOT 120, A DISTANCE OF 4.50 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 89°27'31" WEST ALONG THE SOUTHERLY LINE OF SAID LOT 120, A DISTANCE OF 20.50 FEET; THENCE NORTH 00°13'37" EAST, 5.00 FEET; THENCE SOUTH 89°27'31" EAST, 20.50 FEET; THENCE SOUTH 00°13'37" WEST, 5.00 FEET TO THE POINT OF BEGINNING. CONTAINING 102 SQUARE FEET. Partial Acquisition Legal Description Part of Lots 1 and 120 and part of the Alley between Lots 1 and 120, all in Pleasant View Addition, City of Waterloo, County of Black Hawk, State of Iowa, being more particularly described as follows. Beginning at the Northeasterly corner of said Lot 1; thence South 00°13'37" West (assumed bearing for the purpose of this description along the Easterly Page 310 of 551 line of said Lots 1 and 120, a distance of 269.38 feet (270.00 feet record) to the Southeasterly corner of said Lot 120; thence North 89°27'31 " West along the Southerly line of said Lot 120, a distance of 4.50 feet; thence North 00°13'37" East, 269.37 feet (270.00 feet Record) to the Northerly line of said Lot 1; thence South 89°36'33" East along the Northerly line of said Lot1, a distance of 4.50 feet to the Point of Beginning. Containing 1212 Square Feet. ATTACHMENTS 1 Acquisition Contract 2. Permanent Easement Agreement 3. Temporary Easement Agreement 4. Appraisal Page 311 of 551 ACQUISITION CONTRACT Parcel No.: 8913-36-452-021 - Price Investments, LLC PROJECT: La Porte Road Reconstruction Project (HDP-8155(787)--71-07) THIS ACQUISITION CONTRACT (the "Contract") is made and entered into as of 2025 by and between Price Investments, LLC ("Seller"), and City of Waterloo, Iowa, ("Buyer"). 1. Seller agrees to sell to Buyer, and Buyer agrees to buy, the following real estate interests (the "Property"), described as: See attached Exhibit "A", in the City of Waterloo, Black Hawk County, Iowa. The Property also includes, if applicable, all estates, rights, title and interests, including all easements, and all advertising devices and the right to erect such devices as are located thereon. 2. Possession of the Property is the essence of this Contract, and Buyer may enter and assume full use and enjoyment of the premises per the terms of this Contract. Seller may surrender possession of the Property or any part thereof prior to the time at which it has hereinafter agreed to do so and agrees to give Buyer ten (10) days notice of Seller's intention to do so by calling Buyer of (319) 291-4366. 3. The Purchase Price shall be $ 15,652.00 (See Attached Exhibit "B"). The Purchase Price shall be due and payable in full at closing, to be delivered to the Seller upon performance of Seller's obligations and satisfaction of Buyer's contingencies, if any. 4. Possession of the Property shall be delivered to Buyer at closing, which shall occur at a mutually agreeable date and time within sixty (60) days after the date this Contract is approved by the city council, but in any event after the approval of title by Buyer and satisfaction or waiver of contingencies, if any. No later than the closing date, Seller shall remove from the Property all of its personal property, trash, and debris of any type that is not a structure or a fixture. Within said time Seller shall also remove all hazardous materials and/or substances from the Property on or above the ground surface, including but not limited to barrels, cans, or bottles of any kind. Costs incurred by Buyer to remove any items left behind by Seller shall be set oft against any expenses that Buyer agrees to reimburse to Seller under this Contract. 5. Seller warrants that there are no tenants on the Property except: 6. This Contract shall apply to and bind the legal successors in interest of the Seller, and Seiler agrees to pay all encumbrances, claims, liens and assessments against the Property, including all taxes and special assessments payable until surrender of possession as required by Section 427.2 of the Code of Iowa, and agrees to warrant merchantable title. Names and addresses of lienholders are: (a) Black Hawk County, lowa, for taxes. (b) Unknown until completion of abstract continuation 7. Buyer may include mortgagees, lienholders, encumbrances and taxing authorities as payees on warrants as contract payment. Seller will furnish and deliver to Buyer an abstract of title, continued by the Buyer, to a date within thirty (30) days before the closing date, showing merchantable title to the Property in Seller in conformity with this Contract, Iowa law, and title standards of the Iowa State Bar Association. Buyer agrees to pay costs of abstract continuation, or creation, as necessary. Buyer agrees to obtain court approval of this Contract, if requested by the Buyer, if title to the Property becomes an asset of any estate, trust, conservatorship or guardianship. Seller agrees to pay court approval costs and all other costs necessary to transfer the Property to the Buyer. Seller shall convey the Property to Buyer by warranty deed, free and clear of all liens, restrictions, and encumbrances except as provided in this Contract. 8. if the Selier holds title to the Property in joint tenancy with full rights of survivorship and not as tenants in common at the time of this Contract, Buyer will pay any remaining proceeds to the survivor of that joint tenancy and will accept title solely from that survivor, provided the joint tenancy has not been destroyed by operation of law or acts of the Seller. 9. Seller agrees to keep property hazard insurance coverage in force in a minimum amount equal to the Purchase Price, payable to all parties as their interests may appear, from the date of this Contract until delivery of the deed and possession. Buyer shall notify all insurance companies of this Contract. In case of loss or destruction of part or all of the Property from causes covered by the insurance, Seller agrees to accept the lump sum payment and to endorse the proceeds of any such insurance recovery to the Buyer. Seller hereby assigns the proceeds of any such insurance recovery to the Buyer, and Seller hereby assigns to Buyer any and all of Seller's rights under such insurance contract. 10. The Seller has agreed to sell the Property to the Buyer. Seller acknowledges if it fails to complete its duties of performance under this Contract, Buyer may exercise its power of eminent domain to acquire the Property, provided that the Property is deemed essential by the City Council to Page 312 of 551 keep the project moving forward, or Buyer may exercise other remedies available under applicable law. Buyer agrees to cooperate with Seller, at Seller's request and at no additional cost to Buyer, to have this transaction qualify as an involuntary conversion pursuant to § 1033 of the Internal Revenue Code. 11. This Contract shall become effective only upon the occurrence of each of the following two events: (a) acceptance and approval of the Contract by the City Council of the City of Waterloo, and (b) the environmental clearance of the Property in accordance with Phase I site assessment and recommended subsequent activities. Within 30 days after Seller's execution of this Contract, Seller shall disclose to Buyer all contamination of the Property by hazardous wastes and/or substances of which Seller has knowledge. 12. This Contract, together with the exhibits and attachments attached hereto, constitutes the entire agreement between Buyer and Seller, and there is no agreement to do or not to do any act or deed except as specifically provided herein. This Contract may be modified only in a writing signed by both parties. Time is of the essence of this Contract. WHEREFORE, the parties have entered this Acquisition Contract as of the date first set forth above. Price Investments, LLC SELLER'S ACKNOWLEDGMENT: STATE OF IOWA, BLACK HAWK COUNTY, ss: Acknowledged before me as OWM n -z 2'Z5 J0by Aa eC £e-, Priceents, LLC. TIM ANDERA COMMISSION NO. 772518 MY COMMISSION EXPIRES APRIL 11, 2027 (Date) APPROVED BY: ATTEST: (Mayor) DATE APPROVED: BUYER'S ACKNOWLEDGMENT: STATE OF IOWA, BLACK HAWKCOUNTY, ss: (City Clerk) Acknowledged before me on by Quentin Hart and Kelley Felchle as Mayor and City Clerk, respectively, of the City of Waterloo, Iowa. Notary Public 2 Page 313 of 551 INDEX LEGEND LOCATION: PART OF LOTS 1. 120, AND THE ALLEY BETWEEN IN PLEASANT VIEW ADDITION Exhibit "A" REQUESTOR: CITY OF WATERLOO, IOWA PROPRIETOR: PRICE INVESTMENTS LLC SURVEYOR: MICHAEL R. EAGLE SURVEY PREPARED BY: RESPOND TO: AECOM 501 SYCAMORE STREET, SUITE 222 WATERLOO, IOWA 50703 PHONE 319-232-6531 MI KE.FAG LE@AECO M.CO M ACQUISITION PLAT LA PORTE ROAD RECONSTRUCTION PROJECT HDP-8155(786)--71.-07 WATERLOO, IOWA OWNER: PRICE INVESTMENTS LLC COUNTY PARCEL: 891336452021 OWNER ADDRESS: 3320 THISTLEDOWN DR PROJECT PARCEL : 208 WATERLOO, IA 50702 PROPERTY ADDRESS: 1955 LOCKE AVE WATERLOO, IA 50703 EASTON AVENUE (66') 589'36'33"E POB 4.50' (22('} t` m e7 er PLEASANT ADD 1401 AOUISITIQN CONTAINS 1212 SF M VIEW TION N'LY LINE/ N "- w pI 259.38'-------- 12701 LAPORTE ROAD .......................... 1200'i v1 PROJECT PARCEL 208 m ti m rn S'LY LJNE o JJ (280'1 N89'27'31"W LOCKE AVENUE (60') 4.5a LEGEND: """ sG+� "'•y R�•_ I ncrady cerlry that this land 5urveNn9 document was popamd aymcor under my direct per onol supervlolon and I under to law: of Ma Elate of Iowa. A PARCEL OR LOT CORNER MONUMENT FOUND [1 SET 112"x24"REHAB wlYELLOW PLASTIC D CAP #8505 I®, "t 85 p5 u ` `°"""".'"",• MICHAEL R. fAOIE Gate Como number 8505 my lkrnse renewal aotc LOecember 31. 21526 Past or sheet covered ev [Ns soak SHEET 1 OF 7 8 SHEE'r 1 OF 0 5 23°45'25" E 59.58' MEASURED DIMENSION (59.6') RECORD DIMENSION SCALE IN FEET 0 50 100 REFERENCE DOCUMENT .3 2017-016996 AECOM 1n_501 SHEET 1 OF 2 Page 314 of 551 Exhibit "A" Continued ACQUISITION PLAT LA PORTE ROAD RECONSTRUCTION PROJECT HDP-8155(786)--71-07 WATERLOO, IOWA OWNER: PRICE INVESTMENTS LLC COUNTY PARCEL: 891336452021. OWNER ADDRESS: PROJECT PARCEL 208 3320 THISTLEDOWN DR WATERLOO, IA 50702 PROPERTY ADDRESS: 1955 LOCKE AVE WATERLOO, IA 50703 DESCRIPTION: ACQUISITION FOR RIGHT-OF-WAY PART OF LOTS 1 AND 120 AND PART OF THE ALLEY BETWEEN LOTS 1 AND 120, ALL IN PLEASANT VIEW ADDITION, CITY OF WATERLOO, COUNTY OF BLACK HAWK, STATE OF IOWA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS. BEGINNING AT THE NORTHEASTERLY CORNER OF SAID LOT 1; THENCE SOUTH 00°13'37" WEST (ASSUMED BEARING FOR THE PURPOSE OF THIS DESCRIPTION) ALONG THE EASTERLY LINE OF SAID LOTS 1 AND 120, A DISTANCE OF 269.38 FEET (270.00 FEET RECORD) TO THE SOUTHEASTERLY CORNER OF SAID LOT 120; THENCE NORTH 89°27'31" WEST ALONG THE SOUTHERLY LINE OF SAID LOT 120, A DISTANCE OF 4,50 FEET; THENCE NORTH 00'13'37" EAST, 269.37 FEET (270.00 FEET RECORD) TO THE NORTHERLY LINE OF SAID LOT 1; THENCE SOUTH 89°36'33" EAST ALONG THE NORTHERLY LINE OF SAID LOT 1, A DISTANCE OF 430 FEET TO THE POINT OF BEGINNING. CONTAINING 1,212 SQUARE FEET. AECOM SHEET 2 OF 2 Page 315 of 551 EXHIBIT "B" Square Feet Price Fee title acquisition 1,212 $15,652.00 TOTAL $15,652.00 3 Page 316 of 551 Prepared by Tim Andera, City of Waterloo, 715 Mulberry Street, Waterloo, IA 50703 Phone (319) 291-4366 PERMANENT EASEMENT AGREEMENT This Permanent Easement Agreement (the "Agreement") is entered into as of , 2025 by and between the City of Waterloo, Iowa ("Grantee") and Price Investments, LLC. ("Grantor"). 1. Grant of Easement. In consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor does hereby grant and convey unto Grantee, and Grantee does hereby accept, for the purposes stated herein, a permanent easement (the "Easement") in, to, upon, over, across, and beneath the real estate (the "Premises") legally described as set forth on Exhibit "A" attached hereto and by this reference made a part hereof, as depicted on the easement plat attached hereto as Exhibit "B". 2. Purpose. The Premises is intended for installation, maintenance, and replacement of storm sewer, and electrical transformer. 3. Grantor Duties. Grantor shall allow Grantee access to the Premises, "as is, where is", without any representation or warranty as to the condition of the Premises. Grantor shall have no duty to prepare the Premises in any way for Grantee's use. 4. Grantee Duties. Following completion of Grantee's work in the Premises, Grantee shall restore the Premises to its condition prior to the commencement of construction work, including but not limited to reseeding any grassed areas disturbed by construction activities, repaving, etc. Except as may be caused by the negligent acts or omissions of Grantor, its employees, agents or contractors, Grantor shall not be liable for any injury or damage to any person or property resulting from Grantee's exercise of the rights herein granted. To the extent permitted by applicable law, Grantee agrees to indemnify and hold Grantor, its employees, agents and contractors, harmless against any loss, damage, injury or any claim or lawsuit for loss, damage or injury arising out of or resulting from the negligent acts or omissions or willful misconduct of Grantee or its employees, agents or contractors. 5. Authority. The persons executing this Agreement represent and warrant that they are duly authorized to execute and deliver this Agreement and to bind to the provisions hereof the party on whose behalf they are signing. Page 317 of 551 6. Miscellaneous Provisions. This Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement is the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior understandings or agreements relating to the subject matter hereof, whether oral or written, and this Agreement may not be modified except by the mutual written agreement of both parties. This Agreement may be executed in counterparts. References in the singular number include the plural, and vice versa. IN WITNESS WHEREOF, the parties have executed this Permanent Easement Agreement by their duly authorized representatives as of the date first set forth above. IN WITNESS WHEREOF, the parties have executed this Permanent Easement Agreement by their duly authorized representatives as of the date first set forth above. PRICE INVESTMENTS, LLC CITY OF WATERLOO, IOWA By: Title: Ue--; STATE OF IOWA) ) ss. BLACK HAWK COUNTY ) Acknowledged before me o OCUR(RZ. By: Quentin M. Hart, Mayor Attest: Kelley Felchle, City Clerk ,fa2025, by/%C of Price Investments, LLC TIM ANDERA COMMISSION NO. 772518 MY COMMISSION EXPIRES APRIL 11, 2027 STATE OF IOWA ) ss BLACK HAWK COUNTY ) • Notary ' ublic as Acknowledged before me on , 2025, by Quentin M. Hart and Kelley Felchle as Mayor and City. Clerk, respectively, of the City of Waterloo, Iowa. - Notary Public 4 Page 318 of 551 EXHIBIT "A" Legal Description DESCRIPTION: PERMANENT EASEMENT 1 PART OF I,OT 1 IN PLEASANT VIEW ADDITION, CITY OF WATERLOO, COUNTY OF BLACK HAWK, STATE OF IOWA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS. COMMENCING AT THE NORTHEASTERLY CORNER OF SAID LOT 1; THENCE NORTH 89°36'33" WEST (ASSUMED BEARING FOR TIIE PURPOSE OF THIS DESCRIPTION) ALONG THE NORTHERLY LINE OF SAID LOT 1, A DISTANCE OF 5.00 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00° 13'37" WEST, 30.00 FEET; THENCE NORTH 89°36'33" WEST, 20.50 FEET; THENCE NORTH 00° 13'37" EAST, 30.00 FEET TO THE NORTHERLY LINE OF SAID LOT 1; THENCE SOUTH 89°36'33" EAST ALONG THE NORTHERLY LINE OF SAID LOT 1, A DISTANCE OF 20.50 FEET TO THE POINT OF BEGINNING. CONTAINING 615 SQUARE FEET. DESCRIPTION: PERMANENT EASEMENT 2 PART OF LOT 120 IN PLEASANT VIEW ADDITION, CITY OF WATERLOO, COUNTY OF BLACK HAWK, STATE OF IOWA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS. COMMENCING AT THE SOUTHEASTERLY CORNER OF SAID LOT 120; THENCE NORTH 89°27'31" WEST (ASSUMED BEARING FOR THE PURPOSE OF THIS DESCRIPTION) ALONG THE SOUTHERLY LINE OF SAID LO`I' 120, A DISTANCE OF 4.50 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 89°27'31" WEST ALONG THE SOUTHERLY LINE OF SAID LOT 120, A DISTANCE OF 20.50 FEET; THENCE NORTH 00°13'37" EAST, 5.00 FEET; THENCE SOUTH 89°27'31" EAST, 20.50 FEET; THENCE SOUTH 00° 13'3 7" WEST, 5.00 FEET TO THE POINT OF BEGINNING. CONTAINING 102 SQUARE FEET. 5 Page 319 of 551 Pao Exhibit "B " PERMANENT EASEMENT PLAT LA PORTE ROAD RECONSTRUCTION PROJECT HDP-8155(786)--71-07 WATERLOO, IOWA OWNER: PRICE INVESTMENTS LLC COUNTY PARCEL: 891335452021 OWNER ADDRESS: 3320TH(STLEDOWN DR PROJECT PARCEL : 208 WATERLOO, IA 50702 PROPERTY ADDRESS: 1055 LOCKE AVE WATERLOO, IA 50703 N06'36'331P7 EASTON AVENUE (66`) 4.59' 20.50' 589'36'33'£ PE� MO') MC PEl 2 '0 PLEASANT Q ADDITION {140'I PERMANENT EASEMENT 1 CONTAINS 615 SF co VIEW N'LY LINE N00'13'37'E 30.00' N80°36'33°47 20.50' N � _,,,"'-'''''.• PEI N90"00'0"E ______ 0.00' 270') N N O O O O W L.APORTE ROAD 1200') o _ PERMANENT EASEMENT 2 CONTAINS 102 SF 509°27'31'E 20.50' NO0°13'3TE . 5.00' _..\ tV r PE2 1 PARCEL 208 f (2801 LOCKE AVENUE (60') • 5 23'45'25' E 59,50' 159.6') REFERENCE DOCUMENT 2017-016996 A=oM 5'0( LINE N89°27'3I`L'7 20.50' LEGEND: POC EE2 POB PE2 N89°27'31'Y7 4.50' LOT CORNER MONUMENT FOUND SCALE IN FEET 50 100 PARCEL OR MEASURED DIMENSION RECORD DIMENSION 0 1"=50' SHEET 1 OF e 320 of 551 Exhibit "B" Continued PERMANENT EASEMENT PLAT LA PORTE ROAD RECONSTRUCTION PROJECT HDP-8155(786)--71.-07 WATERLOO, IOWA OWNER; PRICE INVESTMENTS LLC COUNTY PARCEL: 891336452021 OWNER ADDRESS: 3370 THISTLEDOWN DR PROJECT PARCEL : 208 WATERLOO, IA 50702 PROPERTY ADDRESS: 1955 LOCK.E AVE WATERLOO, IA 50703 DESCRIPTION: PERMANENT EASEMENT 1 PART OF LOT 1 IN PLEASANT VIEW ADDITION, CITY OF WATERLOO, COUNTY OF BLACK HAWK, STATE OF IOWA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS. COMMENCING AT THE NORTHEASTERLY CORNER OF SAID LOT 1; THENCE NORTH 89°36'33' WEST (ASSUMED BEARING FOR THE PURPOSE OF THIS DESCRIPTION) ALONG THE NORTHERLY LINE OF SAID LOT 1, A DISTANCE OF 5.00 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00°13'37" WEST, 30.00 FEET; THENCE NORTH 89°36'33" WEST, 20.50 FEET; THENCE NORTH 00°13'37" EAST, 30.00 FEET TO THE NORTHERLY LINE OF SAID LOT 1; THENCE SOUTH 89°36'33" EAST ALONG THE NORTHERLY LINE OF SAID LOT 1, A DISTANCE OF 20.50 FEET TO THE POINT OF BEGINNING. CONTAINING 615 SQUARE FEET. DESCRIPTION: PERMANENT EASEMENT 2 PART OF LOT 120 IN PLEASANT VIEW ADDITION, CITY OF WATERLOO, COUNTY OF BLACK HAWK, STATE OF IOWA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS. COMMENCING AT THE SOUTHEASTERLY CORNER OF SAID LOT 120; THENCE NORTH 89°27'31" WEST (ASSUMED REARING FOR THE PURPOSE OF THIS DESCRIPTION) ALONG THE SOUTHERLY LINE OF SAID LOT 120, A DISTANCE OF 4.50 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 89°27'31" WEST ALONG THE SOUTHERLY LINE OF SAID LOT 120, A DISTANCE OF 20.50 FEET; THENCE NORTH 00°13'37" EAST, 5.00 FEET; THENCE SOUTH 89°27'31" EAST, 20.50 FEET; THENCE SOUTH 00°13'37' WEST, 5.00 FEET TO THE POINT OF BEGINNING. CONTAINING 102 SQUARE FEET. ACOM SHEET 2OF2 Pac e 321 of 551 1[ Prepared by Tiny Andera, City of Waterloo, Waterloo, IA 50703. Phone (319) 291-4366 TEMPORARY EASEMENT AGREEMENT This Temporary Easement Agreement (the "Agreement") is entered into as of , 2025 by and between Price Investments, LLC ("Grantor•"), and the City of Waterloo, Iowa ("Grantee"). 1. Grant of Temporary Easement. In consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged Grantor does hereby grant and convey unto Grantee, and Grantee does hereby accept, a temporary easement for purposes relating to construction of the Improvements (the "Temporary Easement") in, to, upon, over, across, and beneath the real estate (the "Temporary Easement Premises") as set forth on Exhibit "A" attached hereto and by this reference made a part hereof. 2. Purpose. The Temporary Easement Premises is intended for use by Grantee, its employees, contractors and agents, to reconstruct La Porte Road, utility improvements, grading, seeding, repaving, and installation of a retaining wall (the "Improvements"). It is the intention of the parties that Grantee shall assume all responsibility for the construction of the Improvements adjacent to the Premises, and that Grantor shall have no liability relating to the Easement or the Improvements except as may arise from the Grantor's own negligent acts or omissions or willful misconduct. 3. Grantor Duties and Privileges. Grantor shall deliver possession of the Temporary Easement Premises to Grantee, "as is, where is", without any representation or warranty as to the condition of same. Grantor shall have no duty to prepare the Temporary Easement Premises in any way for Grantee's use. Following transfer of possession of the Temporary Easement Premises, Grantor shall have no further duty or obligation with respect to same, except as set forth herein. Grantor may mow or care for grasses and vegetation growing in the Temporary Easement Premises during the period of this Agreement, but may not conduct other activities upon the Temporary Easement Premises without the prior written consent of Grantee. Grantor agrees that any activities that Grantor, its officers, employees, contractors or agents undertake on the Temporary Easement Premises during the term hereof shall be at their sole risk, and Grantor hereby agrees to indemnify Grantee, its officials, officers, employees, contractors and agents, with respect to any and all claims for injuries, death, property damage, property loss or Page 322 of 551 otherwise, arising from the acts or omissions of Grantor, its officers, employees, contractors or agents, on or about the Temporary Easement Premises during the term of this Agreement. IN WITNESS WHEREOF, the parties have executed this Temporary Easement Agreement by their duly authorized representatives as of the date first set forth above. PRICE INVESTMENTS, LLC CITY OF WATERLOO, IOWA By: e�w Title: STATE OF IOWA) ) ss. BLACK HAWK COUNTY ) By: Quentin M. Hart, Mayor Attest: Kelley Felchle, City Clerk Acknowledged before me or ?-k 2t1 , 2025, by � g� /� /gee as of Price Investments, LLC el"( * rows TIM ANDERA COMMISSION NO. 772518 MY COMMISSION EXPIRES APRIL 11, 2027 STATE OF IOWA ) ss. BLACK HAWK COUNTY ) Notary Public Acknowledged before me on , 2025, by Quentin M. Hart and Kelley Felchle as Mayor and City Clerk, respectively, of the City of Waterloo, Iowa. Notary Public Page 323 of 551 Exhibit "A" PERMANENT PERMANENT TEMPORARY' ACQUISITION EASEMENT EASEMENT 1212 SE 717 SF 9185 SF REMOVE AND REINSTALL 'I LANDSCAPING,; -POWER POLE TO BE PCC PAVEMENT AND REMOVED BY OTHERS RETAINING WALL 1 I I PROPOSED PERM. EASEMENT REMOVE BOLLARD CHAIN 5.0 CQUISITION zo.0• ._. LPR208 REMOVEAND- REINSTALL SIGN PRICE INVESTMENTS LLC PARCEL ID189133645202i REMOVE AND REINSTALL PARKING LOT IPOWER POLE TO BE (REMOVED BY OTHERS, 12' X 12' TRANSFORMER PROPOSED PERM. EASEMENT POWER POLE TO BE D BY OTHERS- — POWER POLE TO BE EXI REMOVED BY OTHERS LA PORTE ROAD PROPOSED STORM SEWER TING ROW PROPOSED WATER MAIN • �_. M� =sue 1 1 1 LEGEND RIGHT-OF-WAY/PROPERTY LINES ACQUISTION LINES PERM, EASEMENT LINES TEMP. EASEMENT LINES PERMANENT ACQUISITION PERMANENT EASEMENT TEMPORARY EASEMENT AECOM 0 30 FEET ANY PAVEMENT REMOVED WILL BE REPLACED !WORD UNLESS OTHERWISE NOTED. PARCEL LPR208 PHASE 2 Public Impact Diagram PRICE INVESTMENT LLC La Porte Road Reconstruction 09-19-25 waterloo, Iowa 60736162 Page 324 of 551 APPRAISAL REPORT OF 1,212 Square Feet of Land — Fee Title Acquisition 717 Square Feet of Land — Permanent Easement 8,005 Square Feet of Land under a Temporary Easement 1955 Locke Avenue Waterloo, Iowa 50702 La Porte Road Phase II Reconstruction Project Rally File # C25F2WH27 PREPARED FOR: City of Waterloo 715 Mulberry Street Waterloo, Iowa 50703 Attn: Tim Andera AS OF: July 11, 2025 Fee Simple Interest for Just Compensation PREPARED BY: RALLY APPRAISAL, LLC JAMES HERINK CERTIFIED GENERAL REAL PROPERTY APPRAISER 209 FRANKLIN STREET, SUITE A-3 CEDAR FALLS, IA 50613 PHONE: (319) 266-9373 Page 325 of 551 (Intentionally Left Blank) Page 326 of 551 Rally Appraisal, L.L.C. Cedar Falls Office • 209 Franklin Street, Suite A-3 • Cedar Falls, Iowa 50613 Clint Cota, SRA-Office Manager James A. Herink-Senior Appraiser David D. Passmore, MAI - Commercial CEO Adam Horan Jon Wienhold Ryan Meyers Brady Severson July 21, 2025 Tim Andera Economic Development Specialist City of Waterloo 715 Mulberry Street Waterloo, Iowa 50703 RE: 1,212 Square Feet of Land — Fee Title Acquisition 717 Square Feet of Land — Permanent Easement 8,005 Square Feet of Land under a Temporary Easement 1955 Locke Avenue, Waterloo, Iowa 50702 Dear Client, Phone: (319) 266-9373 www.rallyappraisal.com As requested, I have inspected the subject property, reviewed the surveys for the project and sent notice to the property owner. I sent an email to Mike Price, the property owner, on July 2, 2025 and heard back a few days later. I set up a meeting with the owner, which took place on July 11, 2025. The owner is concerned about what will happen to the wall in front of the building near the road and the loss of parking during the construction. Additionally, the owner would like the easement and acquisition areas staked for visual reference. I passed this along to the City of Waterloo shortly after the meeting. This appraisal report is prepared for the client, the City of Waterloo, for eminent domain proceedings using an Appraisal Report format. This report represents my analysis and conclusion of the estimated just compensation based market value of the fee simple interest as of July 11, 2025. This appraisal report is intended to comply with the reporting requirements set forth under Standards Rule 2-2(a) of the Uniform Standards of Professional Appraisal Practice. As such, it may only present summary discussions of the data, reasoning, and analyses that were used in the appraisal process to develop the opinion of value. Additional supporting documentation concerning the data, reasoning, and analyses may be retained in file. Page 327 of 551 CERTIFICATION OF APPRAISER I hereby certify: That I have personally made a field inspection of the property herein appraised and that I have afforded the property owner or authorized representative the opportunity to accompany me at the time of inspection. I have also personally made a field inspection of the comparable sales relied upon in making said appraisal. The subject and comparable sales relied upon in preparing this appraisal is as represented by the photographs supplied. That to the best of my knowledge and belief the statements contained in the appraisal herein set forth are true, and the information upon which the opinions expressed therein are based is correct, subject to the limiting conditions therein set forth. That I understand the intended use of this appraisal is for eminent domain related acquisition of property by the State of Iowa. This appraisal was prepared according to the contract/assignment from the Iowa Department of Transportation. The appraisal is prepared under the Jurisdictional Exception provision contained in the Uniform Standards of Professional Appraisal Practice (USPAP),In preparing the appraisal; I have conformed to all parts of USPAP except those that are contrary to State and Federal requirements. This eminent domain appraisal has been completed under the following appraisal requirements • The Iowa Constitution, Article 1, Section 18 • Code of Iowa, Chapters 6A, 6B, 316 and other eminent domain statutes • Iowa Supreme Court interpretations of Iowa Constitution and eminent domain statutes • Regulations 761, IAC 111 • Federal Uniform Act and Regulations, 49CFR, part 24 Guidance can be found at • The Iowa Department of Transportation Appraisal Policy and Procedure Manual • The Federal Highway Administration (FHWA) Appraisal Guide • Uniform Standards for Federal Land Acquisition • Uniform Standards of Professional Appraisal Practice (USPAP) That neither my employment nor my compensation for making this appraisal and report are in any way contingent upon the values reported therein. That I have no direct or indirect present or contemplated future personal interest in such property or in any benefit from the acquisition of such property appraised. That I have not revealed the findings and results of the appraisal to anyone other than the proper officials of the Iowa Department of Transportation or officials of the Federal Highway Administration and I will not do so until so authorized, or until I am required to do so by due process of law, or until I am released from the obligation by having publicly testified as to such findings. That I am aware the client will provide a copy of this appraisal to the property owner or their designee. That the conclusion set forth in this appraisal is my independent opinion of the difference between the fair market value of this property immediately before and immediately after the proposed acquisition. I have performed within the context of the competency provision of the Uniform Standards of Professional Appraisal Practice. No one provided assistance during the inspection and aided in the research for this appraisal project. I have appraised this property in the past three years and have provided services related to this property. Page 328 of 551 As of July 11, 2025, the estimate of just compensation is as follows: Total Compensation: Estimated Compensation of the Taking $9,696 Estimated Compensation of the Permanent Construction Easement $5,736 Estimated Compensation of the Temporary Construction Easement $3,612 Estimated Just Compensation $19,044 The estimated just compensation for the proposed project as of July 11, 2025 is $19,044. NINETEEN THOUSAND FORTY-FOUR THOUSAND DOLLARS $19,044 This transmittal letter and certification of appraisal precede the appraisal report, further describing the subject property and containing the reasoning and pertinent data leading to the opinion of value. Your attention is directed to the "General Underlying Assumptions" and "Limiting Conditions", which are considered usual for this type assignment and have been included at the end of the report. Please contact me if you have any questions. Sincerely, James Herink Certified General Real Property Appraiser, CG02627 Page 329 of 551 TABLE OF CONTENTS PREFACE: TITLE PAGE LETTER OF TRANSMITTAL CERTIFICATION OF VALUE Assignment Information 21 Community Data 22 Property Description 29 Project Description 31 Cost Approach 34 Income Approach 34 Sales Comparison Approach 35 Final Reconciliation 46 Addenda 47 Page 330 of 551 EMINENT DOMAIN VALUE FINDING REPORT Parcel No. LPR208 Project No. Not Provided County Black Hawk Record Owner Price Investments, LLC Owner's Mailing Address 3320 Thistledown Drive, Waterloo, Iowa 50702 Address of Property being Appraised 1955 Locke Avenue, Waterloo, Iowa 50702 This property is described as: (Description in appraisal report) This property consists of 64,774 taxable SF before the acquisition and taxable SF will remain after the acquisition. The land to be acquired for project 62,845 purposes consists of 1,212 SF by fee title, 717 SF by permanent easement and 8,005 SF by temporary easement that will be returned to the property owner upon completion of the project. The present zoning is C-2, Commercial District and its present use is Special Purpose The property is appraised on the basis of Its highest and best use for Special Purpose before the acquisition and Special Purpose after the acquisition. MARKET VALUE UNDER EMINENT DOMAIN LAW OF THE STATE OF IOWA The estimate of just compensation* is: $ 19,044 * Excludes the right of way fence. Compensation for R/W fence to be by fixed Schedule or in accordance with Section 6B.44, Code of Iowa. Date of Valuation July 11, 2025 Signed James Herink Page 331 of 551 LOCATION MAP ea Mount Vernon A €2OROM Bennington Dunkerto Barclay Raymond _1=vansda e Subject 1955 _ocke Avenue VYaterloo,!A 6C702 Orange 27 Gilbertvill1\4 e Rally Appraisal, LLC Page 8 of 57 Page 332 of 551 PHOTOS AND EXHIBITS TEMPORARY EASEMENT AREA LOOKING NORTH LOCKE AVENUE LOOKING WEST Rally Appraisal, LLC Page 9 of 57 Page 333 of 551 PHOTOS AND EXHIBITS (Continued) LOCKE AVENUE LOOKING EAST ACQUISITION AREA LOOKING NORTH Rally Appraisal, LLC Page 10 of 57 Page 334 of 551 PHOTOS AND EXHIBITS (Continued) ACQUISITION AREA LOOKING SOUTH EASTON AVENUE LOOKING WEST Rally Appraisal, LLC Page 11 of 57 Page 335 of 551 PHOTOS AND EXHIBITS (Continued) EASTON AVENUE LOOKING EAST TEMPORARY EASEMENT AREA LOOKING WEST Rally Appraisal, LLC Page 12 of 57 Page 336 of 551 PHOTOS AND EXHIBITS (Continued) LA PORTE ROAD LOOKING SOUTH LA PORTE ROAD LOOKING NORTH Rally Appraisal, LLC Page 13 of 57 Page 337 of 551 Aerial Photo PHOTOS AND EXHIBITS (Continued) rt Fri OGKi AVE. Rally Appraisal, LLC Page 14 of 57 Page 338 of 551 PHOTOS AND EXHIBITS (Continued) Aerial Showing Easement and Acquisition Areas: PERMArfNT PERMANENT TEMPORAR'* C9LISITION EASEMENT EASfMEkT k212 SF 717 SF BOOS SE 110v* 4� RFMflVE kND• 1-1 1 REINSTALL SIGN PRICE INVESTMENTS LLC PARCEL lhee5i 13E41262i 1955 LOVE AJE REMOVE POSTS PROPOSED TEMP. FASFI,IFNT REMOVE AND REINSTALL FO4'&R jr,OLL -ii BE LANDSCPPIN ,r - - REMOVED BY OTI1ERS -POWER POLE TO BE PCC PAVEMENT AND ... Y. I:2I REMOVED BY OTHERS RETAINING WALL -Rar,sPoR�=-� L .. d I ' PROPOSED PERM. REMOVE ANDPROPOSE? PEFI/, 26 1' EASEMENT EASEMENT k.k r REINSTALL p I REMOVE PARKING LOT POWER POLE TO BE_1 I I BOLLARD CHAIN a 1 REMOVE BY OTHERS:- I.~ PROPOSED PERM A. LIISITION POWER POLE TO BE EXISTING ROW - - - _ REMOVED 9Y OTHERS t.A PORTE ROADw PROPOSED STORM SEWER LEGEND RIGHT-DF-14AY/PREPERTY LINES AnjuIST10n L11ES PERM EASEMENT LINES TEMP. EASEMENT L IHES PERMANENT AO:11, 17RM PERMANENT EASEIENT TEMPCAAM' EASEMENT AKom PROPOSED WATER AMAIN LPR208 A M7Y PAVEMENT AlMOV!Ovnu BE REPLEGEO IN.IV[7 UNLEsa pTHERri19E NOTED. Public Impact Diagram PRICE INVESTMENT LLC La Porte Rood Reconstruction O4-'O-L"_ Wulerloo, IEwp E. -t <H.IS2 PHASE 2 Rally Appraisal, LLC Page 15 of 57 Page 339 of 551 PHOTOS AND EXHIBITS (Continued) Acquisition Area Survey: ACQUISITION PLAT LA PORTS ROAD RECONSTRUCTION PROJECT HDP-155(796)-71-017 WATERLOO, IOVIIA OWNER: PRICE INVESTMENTS LLC COUNTY PARCEL: S91336452021 OWNER ADDRESS! i 1111 1-ISTL.PhuPdmLk PROJECT PARCEL: 200 •.. n17, M 54242 .P' ADORE'sSL • V L:ILI< AYE '.•.F. :. no, M 5YT4S EASTON AVENUE (am'] SliebMIN 1Sd 4Lw LPA 2.5u151.14* Lux L2123 PLEASANT VIEW ADDITION w JhL ELT /LY4 gI22I LOCKE AVENUE (60') 1 I..Yym13ri Numa * .:hramlw =moll, ram aeln• .rlf.aFEaol,sd .-a 0-.3+r. TXIi}LilrlkOrls4Ujrt•,. 2 HvalhTlr,vfa'.aW. 1•{.} 11010aR mat us. Ike«ryab' HIP AM, lb df !WWI d Ydata ]I. 2121 N/nr144, II9rTEFh4Y }MT] 4,2 L.!. !...1 Er r4.r AECOM rNYYr}LA4 9.54. LEGEND., * POACELORLOT COMER NONunENTPOIA& SET 1R' K 24' PE9WR w,TELLori PLASTIC 111111 IL4 C MOS 523'452S' E 39,39' ME45LrtEDLNNENSICN 159.6'I RECORh DIMENSION SCALE IN FEET 0 50 REFERENCE DOCUMENT 2041-116996 100 SHEET 1 OF 2 Rally Appraisal, LLC Page 16 of 57 Page 340 of 551 PHOTOS AND EXHIBITS (Continued) Acquisition Area Legal Description: ACQUISITION PLAT LA PORTE ROAD RECONSTRUCTION PROJECT HOP-8155(786)-71-07 WATERLOO, IOWA OWNER: PRICE INVESTMENTS LLC COUNTY PARCEL; 891336452021 GY.HEP AGORES3i 3320 THSTLE44WN t i W ATERLOO. IA S0702 PRL P!PTY ADMISS; 145S LOOSE AVE W ATERLOO, W. 50703 DESCRIPTION; Afl4UISITION FOR RIGHT•OF•WAY PROJECT PARCEL ; 208 PMT Of LOTS L AND 12B AND PART OF ALLEY BETWEEN LOTS 1 AND 120. ALL IN PLEASANT VIEw ADbITION, CRY Of WATERLOO, COUNTY DF BLACK HAWK, STATE OF IOWA, EEING MARE PARTICULARLY DESCRIBED AS FOLLOWS, BEGINNING AT THE NOfLTHEASTERLY COWER OF SAID LOT 1; THENCE SOUTH 00'13"37' WEST (ASSUMED BEARING FOR THE PURPOSE CIF THIS DESCRIPTION? ALCM THE EASTERLY LINE# SAID LOTS 1AND 126•A DISTANCE DF 245436 FEET i7:74.Da FEET RECORD) TO THE 5PL THEASTERLT G4RNER OF SAID LQT 120: THENCE NQRTN 94'27'51 wE5T ALOUD THE SOUTHERLY LINE OF SAID LOT 120. A DISTANCE OF 4.50 FEET!THEHCE NORTH GO•13"37- EAST. 20.37 FEET (270.00 FEET AELikGl To THE NoATNEkLY LINE OF &Alb LtT1: THENCE AOuTH Asokri#' OM' ALONG THE NbtTHEHLY LINE DF SJJb LQT1, h DISTANCE OF 1,5E FEETTQ THE POINT OF BEGINNING., CONTAJNING 1,212 iquARE FEET. Rally Appraisal, LLC Page 17 of 57 Page 341 of 551 PHOTOS AND EXHIBITS (Continued) Permanent Easement Survey: PERMANENT EASEMENT PLAT LA PORTE ROAD RECONSTRUCTION PROJECT HDP-8155(796)-71-07 WATERLOO, IOWA OWNER: PRIG INVESTMENTS LLC COUNTY PARCEL: S91336452021 OWNER OLDRE55! 3320 TNISTLIDDLIAN PROJECT PARCEL : 200 Wf 1[RLOO. M 542g2 PROPERTIi ACOROS4 1955 LOC1tlE AVE WF1[RLDD, IF 54745 EASTON AVENUE {00') 122V1 5.11P3.11PE ►40 15E1 HERPLMIENT 46[X[M11 CaLITAIIIS I.L1 SF PLEASANT VIEW ADDITION 111V1 J"E 1fA LV]Tl w P']a3]w 20.src rL GEL LID .92 FF1MWF11r ELSINEMT 2 uarrynS v]r y 181-2 r1J'L 2:.fa frtd 1,12 LOCILE AVENUE 60'i n®•eNSYre 4,lV 341Ri'lfl S'44' IiYLime Lerxr �r ,El N.S V LEGEND. rce 'L2 Xw'2T1]-r r'fu * NJkLEL OR LOT CORNEA MONL11ENT FCUND S 23'4575' E 39.5E' ME45LREDD ENEICI 154'6'I /1ECORo DIMENSION SCALE IN FEET 0 50 REFERENCE DOC1JMENT 2#L r-#I4 99 AECOM 100 1' =54' II SHEET I OFJ Rally Appraisal, LLC Page 18 of 57 Page 342 of 551 PHOTOS AND EXHIBITS (Continued) Permanent Easement Legal Description: PERMANENT EASEMENT PLAT LA PORTE ROAD RECONSTRUCTION PROJECT HDP-8155(786)-71-07 WATERLOO, IOWA QWNER: PRICE INYE5TMrNT5 I IC COUNTY FARCEL:891386452Ul1 OI N!P +4OIE55I 332U7H15T1LEDGf DR PROJECT PARCEL: 209 WATERLOO. IA 50J 2 PR4RRTr NP4n[SS; 1915 LOCIIE 44E WATERLOO. IA 50103 DESCRIPTION I PERMANENT EASEMENT 1 FART OF LOT 1 IN PLEASANT VIEW APOmM'. CITY OF WATERLOO. COUNTY OF BLACK HAWK_ STATE OF IOWA. BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS, COMMENCING AT THE NORTHEASTERLY CORNER OF SAID LOT 1! TF FNCF NORTH H9'3593." WEST FASSVMEP BEARING FOR 'THE PURPOSE SE OF THIS DESCRIPTION! ALONG Tl1E NORTHERLY LINL ;fir SAIL). LIT 1,A DISTANCE OF 5.00 FEET TO THE POINT O F BEGINNING: THENCE SOUTH 91:013137 "NEST, 34,411. FEET:11 ILNCL YOiTH E4'36133' WEST, 20,59 FEET; THENCE NORTH O D'13'37' EAST. 30.04 FEET TO THE NORTHERLY LINE OF 5A1( I r- 1 • T-FHICE SOUTH 9F'34'33' EAST ALONG THE NO4R.THERLT LINE OF S JD LUTL A DISTANCE OF 20,51 FEET TO -I IC FONT BEGINNING. CONTAINING F15 SQUARE FEET. UESCRIPTIaN, PERMANENT EASEMENT 2 FART OF LOT 120 IN PLEASANT VIEWADDRION, Q1YOF WATERLOO. COUNTY OF BLACK HAWK STATE OF IOWA. BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS. COMMENCING AT THE SOUTHEASTEILY GORIER OF SAID LOT120! THENCE NORTH 139.27'31' WEST;ASSUMED BEARING FOR 'THE PURPOSE OF THIS DESCRIPTFONI ALONG THE SOUTHERLY UNE OF SAID LOT130, ADISTANCE OF 3SU FEET TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 99'77'31" WEST ALONG THE SOUTHERLY LINE OF SAID LOT 1211,A DISTANCE OF 20.50 FEET THENCE NORTH 4O' 13' 37' EAST. 5..E10 FEET_ TIHEMUE SOUTH B4•27'31" EAST 20.50 FEET: THENCE SOUTH 00'1137"HEST. 5..00 FEET TO THE POINT OF BEGINNING. CONTAINING 102 SQUARE FEET, Rally Appraisal, LLC Page 19 of 57 Page 343 of 551 APPRAISAL REPORT Iowa Department of Transportation OFFICE OF RIGHT OF WAY APPRAISAL RECORD OF CONTACTS Contact No. 319-239-9800 County Black Hawk La Porte Road Reconstruction - ® Owner ❑ Tenant ['Other Owner Project Phase II ® Personal Contact ❑ Telephone Parcel LPR208 Type of Property ❑AG ®COM ❑ Other Fraternal Building ❑RES ❑IND Anticipated Appraisal Format Value Finding Persons Present Mike Price Discussion of Activities I sent an email to Mike Price, the property owner, on July 2, 2025 and heard back a few days later. I set up a meeting with the owner, which took place on July 11, 2025. The owner is concerned about what will happen to the wall in front of the building near the road and the loss of parking during the construction. Additionally, the owner would like the easement and acquisition areas staked for visual reference. I passed this along to the City of Waterloo shortly after the meeting. Appraiser James Herink Date July 11, 2025 Rally Appraisal, LLC Page 20 of 57 Page 344 of 551 APPRAISAL REPORT Property Identification: 1955 Locke Avenue, Waterloo, Iowa 50702 Report Prepared By: James Herink Rally Appraisal 209 Franklin Street, Suite A-3 Cedar Falls, IA 50613 (319) 266-9373 Office Report Prepared For: City of Waterloo 715 Mulberry Street Waterloo, Iowa 50703 Deed Holder: Price Investments, LLC Current Assessed Value Parcel Land Building Total Taxes 891336452021 $326,420 $122,510 $448,930 S14 61v11 The subject has not been sold or transferred in the last three years per the assessor's records. It has not been listed for sale in the last 12 months on any of the listing services available to the appraiser and there are no known pending sale contracts on the subject as of the effective date of this report. NEIGHBORHOOD & MARKET ANALYSIS The subject property consists of two story, special purpose property with 10,724 square feet that was built in 1960. It is located along an established commercial corridor consisting mostly of retail properties to the north and south. Industrial is the primary land use the east, across US Highway 218, with residential to the west. The La Porte Road corridor is popular amount retail users due to its proximity to US Highway 218 as well as residential improvements. It is also near the Crossroad Shopping Center, the primary shopping district in Waterloo. The majority of the properties along this corridor were built in the 1970's or before and are in average or better condition. Rental rates and values along this corridor are typically lower than other parts of Waterloo, which helps maintain the viability of this corridor. Per the 2017 traffic study by the Iowa Department of Transportation, approximately 10,900 vehicles per day pass by the subject on La Port Road. Vacancy rates for office and retail properties in the neighborhood are generally less than 10%. The subject's neighborhood boundaries are the Cedar River to the east and north, US Highway 20 to the south and Kimball Avenue to the west. It is expected that this area will maintain its commercial viability due to the impact the nearby primary roads and proximity to residential developments. Rally Appraisal, LLC Page 21 of 57 Page 345 of 551 COMMUNITY DATA irkersburg 0 Stout Sinclair 0 011 and -irundy Center 0 Shell Rock Finchford New Hartford sz --Bike. . -- Morrison Lincoln Gladbraak Janet Reirsheck Waverly Janesville Artesian 0 Readlyn 63 Denver Klinger Oran CD❑unkerton CedarSgF}a'"ss `--' 7t8 Waterloo 1 udsor Voorhies Evansdale 0 Gilher'vi11e La Porte City Fai rh an k esup 0 Shady Grave DI4 sdale Buckingham Traer dysar Mt Auburn F-azleon C':erville ts; Brandon Stanley DOHS Independence 3e, Qu CI Rowley lk• Urbana Vkia Overview The Waterloo/Cedar Falls metro area includes the communities of Waterloo, Cedar Falls, Evansdale, and the outlying communities of Elk Run Heights, Hudson, Washburn, and Raymond. The population, education, and household statistics for the Waterloo/Cedar Falls metro area, as reported by the Cedar Valley Alliance, are on the following pages. Rally Appraisal, LLC Page 22 of 57 Page 346 of 551 COMMUNITY DATA (Continued) CEDAR VALLEY WATERLOO/CEDAR FALLS, IO1A MSA, AND SURROUNDING AREAS GROW CedarValley Di.srvnS, vxnm.. iLY. yp+ : • i j Rally Appraisal, LLC Page 23 of 57 Page 347 of 551 COMMUNITY DATA (Continued) The Cedar Valley area in Northeast Iowa includes atatal population of 250,000. The area is home to one of three Iowa Board of Regents universities, a four-year private college, innovative public and private Pre-K and K-12 schools, and nationally recognized historic downtown districts. Life in the Cedar Valley is enhanced by an extensive system of recreational trails and bicycle paths, numerous municipal and state parks, golf courses, a variety of museums, music and cultural festivals, anda state-of-the-art performing arts center. 0 The Cedar Valley is within a day's drive of all major Midwest markets, with a 50-minute direct commercial flights to/from Chicago O'Hare. POPULATION Cedar Falls - Waterloo MSA Black Hawk County Cedar Falls Dunkertan Elk Run Heights Evian sdale Gilbertvil le Hudson Jonesville La Porte City Raymond Waterloo 167,906 129,1170 42,981 1,552 1,051 7,568 855 2,869 1,497 3,276 707 69,961 Bremer County Waverly 25,517 12,97" Buchman Cornty 20,670 Butler County 14,266 Chickasaw County 11,660 Fayette County Grundy County Tama County 19,244 12,519 16,966 Cedar Valley Region 250,822 ssw.ynnarxizv pchbFl CLIMATE Spring Avg. Temp: 48.4 M1 To rh -May Summer Avg. Temp: 70.8 J u.ne - Aug" Fall Avg Temp: 49.9 Sept. - Nov. Winter Avg Temp: 21.4 Dec" - Fett Ate. 7umPubnc ) i Efunm'wmrsAvsu men RAIN & SNOW Spring Avg. Rain:3.4' March - May Avg. Snow: 6.6' Summer Avg. Rain 11.T June - Aug Avg Snow: 0' FaII Avg. Rain:2.36' Sept -Nov. Avg Snow:1.3- Winter Avg. Rain:1.0' dea - Feb Avg. Snow: 6.3' RECREATION & SPORTING OPPORTUNITIES 40 Public Parks 1 Inclusive Park 3 Dog Parks 10 Go If Courses 5 DiscGalfCourses 7 Public Swimming Pools/ Aquatic Centers 30 Public Tennis Courts 46 Pickleball Courts 23 Softball/Baseball diamonds 1 Ice Skating/Hockey Arena (Indoor) 15 Public Boat Launches 12:560+ Campgrounds:Sites 5 Soccer Camplexes (Outdoor) 1 Soccer Field (Indoor) 1 Theme Park (Outdoor) 2 Water Parks (Outdoor) rag.g narimat Eltek hhurrkCamtronlitia 13, wow y ARTS & CULTURE 15 Museums 7 Public Libraries 2 Art Museums 8 Performing Arts Venues 2 Youth Museums 2 Symphony Orchestras ryusisnara_rtavarrkawrCarty a:fmacrya, Wormy Rally Appraisal, LLC Page 24 of 57 Page 348 of 551 COMMUNITY DATA (Continued) Employment Employment and cost of living factors, including the area's largest employers, are shown below. The U.S. Bureau of Labor Statistics is indicating an overall unemployment rate for Black Hawk County of 4.5% as of May, 2025. This is compared with 3.6% for the entire state of Iowa and 4.2% for the United States. THE VALLEY MCCIEEIM UrrtyPoint Health - Allen Hospital MercyOrre Waterloo Medical Center Mercy° rre - Ceda r Falls MedioolCenter Waverly Health Care 204 Beds 366 Beds 100 Beds 25 Beds GROW HERE LIVE THE VALLEY Livia the Valley is a webs rt , magazine, and social media platform offering a look into what it is like to live, work and play in the Cedar Valley, including an interactive cost of living calculator. For more information, visit www,livethevalley.comor scan the OR code. TOP INDUSTRY STATS gunge sr% Wrridorce Trarrspartat ion & Warehousing $66,977 I 5.7% Finance & I rn u ra nce S93,060 13.25% Manufacturing $107,914 I 14.02% Healthcare & Social Assistance $59,232 113.61 . Retail Trade $41,085 111.03%, sane+j 224- arorkkAwr. Ccwray COST OF LIVING COST OF LIVING Overall cost of living is 14.3% lower than U.S. average GROCERIES 5.1% lower than U.S. average lii .li. HOUSING 20.19% lower than U. average UTILITIES 16 I, lower than U.S. average sa -cod. Z•asarr.,dag c�tmu,x�rr.m xi�roaiC ' s u rs,a ee.raruxey �er.oa..rn irorar- ma'tr.wrwry.• TRANSPORTATION Interstate Highways I-3BG FederaI Highways US20, 63, 2111 State Highways IA21r 51, 5E, 21E Mass Transit Passenger Ai r Service MET Transit Waterloo Regional Airport Municipal Airports 9 0 MAJOR EMPLOYERS John Deere 4,650 UnityPoint Health 3,591 Tyson Fresh Meats 3,120 MeroyOne 2,459 Waterloo Community Schools 1,000 Target Distribution Centers 1,700 University of Northern Iowa 1,560 Cedar Falls Community Schools 1,353 Hy-Vee Food Stores 1,217 Western Horne Communities 915 VGMCroup 900 Bertah Cabinet Manufacturing 727 Hawkeye Community College 724 City of Waterloo 703 Verdian Credit Union 666 City of Cedar Falls 578 Omega Cabinet ry.Masterbrand 567 Central Rivers Area Educ. Agency 502 Wartburg College 50D TruStage 487 Cedar Valley Me,d ica I Special lets 456 Martin Brothers Distribution 450 Black Hawk County 40D Viking Purnp 375 The Isle Casino Hotel 30D LSB/LSBx 287 CBE Companies, Inc 271 ConAgra Foods 242 irT. For job opportunities, visit livethevalla .com lobs or growccdorrollcv.com:'jobs Rally Appraisal, LLC Page 25 of 57 Page 349 of 551 COMMUNITY DATA (Continued) The Cedar Valley boasts strong public a nd private educational systems from early ch i ld hood education to PhD. programs. The Cedar Valley is the on ly region in the world with a col lective empha si s on developing leadership and employability skills in PreK-12 schools with Leader in Mein. The Cedar Valley is also home to River H ills School, a public - sponsored special school for students with moderate, severe, and profound developmentaldisabilities. The school employs innovative straotegiesto serve students from kindergarten through age21. PRIMARY EDUCATION SCHOOL Cedar Falls Cedar Valley Catholic Schools Hudson Jesup Waterloo Waverly -Shell Rock State Composite National Composite ENROLLMENT 5,910 1,765 894 1,151 10,806 2,612 AVG. ACT SCORE 2f 25 25 26 23 25 20.8 19.5 . . - i'.'.L'odiJGalm-its, 2273-I274. Ow. . Sdhso'AOC-r2Eovhnvrt bje SeMern. EDUCATION ATTAINMENT LEVEL OF EDUCATION High Sc hoo l Diploma + Some College, No Degree Associates Degree Bachelors Degree + CV 93.7% 18.6 % 13.1% 32.1% IA 93.S% 19.7% 12% 32.3% yea: LIS. Cana + Jt v - attaroa,toderFal; 7A0.159J US 89.6% 19.1 % 8,8% 35.7% HIGHER EDUCATION INSTITUTION ENROLLMENT University of Northern Iowa - 9,021 Regent University Hawkeye Community College - Community/ Technical College Wartburg College - Private ryJ Ian College - health 469 Sciences Programs Upper Iowa University - 3,043 Private 1,472 aura.. hoaDaparimara dEdnvYbn - DSO bwcCdpgaS 2XWasiy fb/ BroYmrt fort ONLINE RESOURCES Moving or Visiting the Cedar Valley livetheva Iley.com aedarfa II stou ri sm.org experiencewaterloo.ao m waveriyweloomeho me.com Industrid/Office Site Selection Resources grawccdarva Iley.corn /economic - develop ment GROW CedarValley ADDRESS 360 Westfield Ave-, Suite 300 Waterloo, IA 50701 PHONE 319-232-1156 International +1-319-232-1156 TO VTSfT OUR W EHS[T E. SCAN THE OR CODE! CONNECT 0 0 V Rally Appraisal, LLC Page 26 of 57 Page 350 of 551 COMMUNITY DATA (Continued) Education The Waterloo / Cedar Falls metro area is currently served by two public school districts: Cedar Falls Community School District and the Waterloo Community School District. There are also a few parochial schools in Waterloo and Cedar Falls. The community of Hudson has its own school district. The Cedar Falls School District built a new high school, which opened in 2023, to accommodate enrollment growth. Cedar Falls is home to the University of Northern Iowa. The University of Northern Iowa is a four- year state university with an approximate enrollment of 9,000 students. Hawkeye Community College is a two-year college, located on the south side of Waterloo, with an enrollment of approximately 4,800. Transportation For decades, Waterloo/Cedar Falls had been known as the largest metropolitan areas in the country without a link to the interstate system. The first link came in 1985 when Interstate 380 was complete that connects Waterloo and Cedar Falls to Cedar Rapids and Interstate 80 to the south. The second link came in the early 2000's when the Avenue of the Saints was completed within the metro area. This avenue is a four -lane expressway that connects St. Paul Minnesota to St. Louis Missouri. Additionally, US Highway 20, a four -lane expressway running east/west connects Waterloo and Cedar Falls to Dubuque to the east and Interstate 35 to west. The stretch of US Highway 20 from west of the metro area to Interstate 35 was completed in 2003. These three highways are known as the "Golden Triangle" and have helped spur growth in both Waterloo and Cedar Falls during the last few decades. There are multiple railroads in the metro area. The Waterloo Municipal Airport on the north side of the metro area provides air service. Rally Appraisal, LLC Page 27 of 57 Page 351 of 551 COMMUNITY DATA (Continued) Conclusion The Waterloo/Cedar Falls metro area experienced a major economic downturn in the late 1970s and early 1980s with the community's largest employer, John Deere, laying off several thousand employees. Rath Packing, another major employer, also shut down their facility in Waterloo about the same time, laying off several thousand more workers. Over the past two decades, this metro area has been making progress recovering jobs lost during that economic downturn. The Cedar Falls Industrial Park has been rapidly expanding over the past decade with several local businesses relocating and new businesses coming into the area. This office park has an aggregate employment base of approximately 5,000 jobs. There has been some growth with IBP, now Tyson's, on the northeast side of Waterloo in the past decade with a recent multi -million -dollar expansion announced that will create more than 200 jobs. The Isle of Capri Casino opened in Waterloo in 2008 creating nearly 800 jobs. Several apartment projects on the west side of Cedar Falls have been developed in the past 10-15 years that are oriented to students of the university. The population projections reported by the Cedar Valley Alliance online may be unjustified, given the amount of growth in this area. At the very least, the population is expected to remain stable for this metro area, with a potential slight increase in population. Rally Appraisal, LLC Page 28 of 57 Page 352 of 551 PROPERTY DESCRIPTION The subject property consists of a single parcel with 64,774 square feet per the Black Hawk County Assessor. It is zoned C-2, Commercial District, which allows for an array of improvements including retail and office, among others. It is improved with a fraternal building that features a two-story design and contains 10,724 square feet. The improvements are a concrete block structure built in 1960 that are well maintained and in average condition. Site improvement include 44,700 square feet of asphalt paving in above -average condition with 135 parking spaces plus a pole sign. The subject is most suitable for a retail improvement due to its location. The current use conforms to the neighboring uses. Rally Appraisal, LLC Page 29 of 57 Page 353 of 551 Project No. Not Provided Parcel No. LPR208 PURPOSE OF THIS APPRAISAL: To estimate the market value of the ownership interest, and the leasehold interest if any, in this property before the proposed acquisition and the market value of the same interest in the remainder property immediately after the proposed acquisition. In case the proposed acquisition causes only limited damage, the purpose is to estimate just compensation resulting from the acquisition, without reporting before and after values. DEFINITION OF MARKET VALUE: In addendum DEFINITION OF HIGHEST AND BEST USE: The utilization of a property to its best and most profitable use. It is that use, chosen from among the reasonably probable and financially feasible alternative uses which are found to be physically practical, legally acceptable and which results in the highest present value, as defined, as of the effective date of the appraisal. HAZARDOUS SUBSTANCE CONTAMINATION: The appraiser observed the following signs of possible contamination: ® None, ❑ As described FIVE YEAR DELINIATION OF TITLE: The subject has not been sold or transferred in many years. The last recorded transfer was in 2017, LEASES: The subject is owner occupied and not leased. DATE OF INSPECTION AND INVITATION: I sent an email to Mike Price, the property owner, on July 2, 2025 and heard back a few days later. I set up a meeting with the owner, which took place on July 11, 2025. The owner is concerned about what will happen to the wall in front of the building near the road and the loss of parking during the construction. Additionally, the owner would like the easement and acquisition areas staked for visual reference. I passed this along to the City of Waterloo shortly after the meeting. Telephone number of owner or representative contacted: 319-239-9800 Email address of owner or representative contacted: mike.aable@mchsi.com I personally inspected the subject property on July 11, 2025 Rally Appraisal, LLC Page 30 of 57 Page 354 of 551 PROJECT DESCRIPTION The project involves the reconstruction of La Porte Road from Byron Avenue to approximately East Ridgeway Avenue. This stretch of road currently includes a two-lane road plus an access road in some places. The plan is to make it all into one road with a center turn lane, add bike and walking trails, bury the overhead power lines, install new lighting, update the storm sewer and other infrastructure and improve the aesthetics. The appraisal report does not take into consideration any benefits of the project. The project involves a fee title acquisition, permanent and temporary easements. A permanent easement is essentially a fee title acquisition so the subject's permanent easement will be valued as such herein. The proposed acquisition area parallels La Porte Road and covers 1,212 square feet. The permanent easements are located at the northeast and southeast corners of the property and combine for 717 square feet. There are two proposed temporary easements, on the east edge of the parcel that parallels the fee title acquisition area and another on the north side of the parcel along Easton Avenue. These easements combine for 8,005 square feet. The plats and legal descriptions for the easement and acquisition areas are in the exhibit section of this report. An aerial of the easements and fee title acquisition area is on the next page. TAKING The fee title acquisition and permanent easements will reduce the land area of the subject property on its eastern edge. The temporary easements will be returned to the property owner. The temporary easements will temporarily encumber the illustrated area and will not damage the remainder of the site. The temporary easements will only be during the construction period, which is expected to be six months. The subject property is within an established commercial area along an arterial in Waterloo. It is zoned C-2, Commercial District, which allows for an array of commercial applications, and is improved with a fraternal building. The subject's current use is physically possible, legally permissible, financially feasible and maximally productive both before and after completion of the construction project. The acquisition, permanent and temporary easements will not change the subject's highest and best use. Rally Appraisal, LLC Page 31 of 57 Page 355 of 551 Aerial Showing Easement and Acquisition Areas: LOCKE AVE f 1. 94:41% . } - PERMANENT PERMANENT TEMPORAP,- ACQUISITION E. SEUENT EAS-EMENT 1212 SF 711 Sc E005 Sr . 417 LPR248 d REINSTARFMCAVELL SIGNAN PRICE INVESTMENTS LLC PARCEL l Dr E 9113E412021 1965 LOVE AYE k REMOVE POSTS111 kI 31 REMOVE AND REINSTALL PARKING LOT PROPOSED TEMP. EASEMENT REm4VEAND REINSTALL POWER POLE LG� __ . REMOVED BY OTHERS ANDSCRPIN POWER - - POLE TO BE pCC PAVEMENT AND REMOVED en' OTHERS RETAINING WALL PROPOSED PERM. EASEMENT REMOVE BOLLARD CHAIN REMOVE AND REINSTALL PARKING LOT 7 r 1, 12'Y 12' TRANSFORP.IER PROPOSED PEFII. EASEMENT POWER POLE TO BE REMOVED BY OTHERS 1 PROPOSED PERM ACOUI SI T ION POWER POLE TO BE EX !STING ROy( - - REMOVED BY OTHERS LA PORTE ROAD : - - PROPOSED STORM SEWER LEGEND RIGHT-DF -WAY/PREf£R-FY LINES At WI STIOk LINES PERM EASEMENT LINES TEMP. EASEMENT L I Ha PERMANENT ACQUI$ITION PERIMNENT EASEhENT TEMPCAAAY EASEMENT 4 = J PROPOSED wnrEr MAIN: • 0.*h ReeetmENT Al R5vPb SYIL_ EE REPLACED RLI413 UNLESS On-ERn779E NOTES% EASTON AVE ,A. -"EL LP R208 19185E 2 AECOM Public Impact Diagram PRICE INVESTMENT LLC La Porte Road Reconstruction 04-10-25 movlao, iow+a 601361G2 Rally Appraisal, LLC Page 32 of 57 Page 356 of 551 ASSIGNMENT CONDITIONS Identify / describe relevant conditions / assumptions pertinent to the valuation assignment (e.g. access, title, legal, etc.): The value of the subject property is being estimated using a Value Finding format. The project involves a fee title acquisition, permanent and temporary easements. �• . . ND r This appraisal report is presented in a Value Finding format. The significant elements of scope include a site inspection, a call or meeting with the owner, and a search of comparable sales in the area. The sales were analyzed and all aspects of the project were considered for just compensation. The appraisal format incorporates the IDOT forms and required valuation methodology. INTENDED USE / USER / EFFECTIVE DATE: The intended user is the City of Waterloo and is intended for eminent domain proceedings. The effective date of the fee simple market value is as of the date of inspection, which occurred on July 11, 2025. APPRAISAL PROCESS AND INSPECTION: The subject property was inspected by the appraiser on July 11, 2025. The appraiser also relied on acquisition plats and plans for the project provided by the City of Waterloo. TYPE OF REPORT: This report is intended to be an appraisal report. This is an Appraisal Report, which is intended to comply with the reporting requirements set forth under Standards Rule 2-2 (a) of the Uniform Standards of Professional Appraisal Practice (USPAP) for an Appraisal Report. As such, it presents only summary discussions of the data, reasoning, and analyses that were used in the appraisal process to develop the appraiser's opinion of value. Supporting documentation concerning data, reasoning, and analyses is retained in the appraiser's files. The depth of discussion contained in this report is specific to the needs of the client and for the intended use as stated on the following page. The appraiser is not responsible for unauthorized use of this report. Exposure Time: is defined as "an opinion, based on supporting market data, of the length of time that the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal" 1 In case of the subject, exposure time is determined to be 6-12 months. 1 Uniform Standards of Professional Appraisal Practices & Advisory Opinions, Appraisal Standards Board, The Appraisal Foundation, 2024. Rally Appraisal, LLC Page 33 of 57 Page 357 of 551 The cost approach is most influential when there are new or near new improvements involved. The cost approach is not applicable and will not be completed since the improvements are more than 50 years old. The income approach does not apply to valuing this type of parcel and is not developed in this report. Rally Appraisal, LLC Page 34 of 57 Page 358 of 551 SALES COMPARISON APPROACH The appraiser researched land sales in the region for lots with similar use potential as the subject. The Multiple Listing Service and the Black Hawk County Assessors records were researched and the following sales were discovered and analyzed. Comparable Land Sales Summary Table No Address City Sale Date Sale Price Size (SF) Price/SF 1 NEC Heath St & Lagan Ave Waterlaa Apr-25 $475,000 59,242 $8.02 2 Kimball Avenue Waterloo Apr-24 $200,000 30.431 $6.57 3 330 Tower Park Dr Waterlaa Aug-23 $125,000 27.007 $4.63 4 2065 Logan Ave Waterlaa Jun-23 $629,000 48,264 $13.03 5 Kimball Avenue Waterlaa Feb-23 $525,000 57,064 $9.20 6 42 E. Tower Park Dr Waterloo Dec-22 $325,000 70.175 $4.63 7 NEC Ridgeway & Kimball Ayes Waterlaa Mar-22 $611,582 47,045 $13.00 Low $4.63 High $13.03 Average $8.44 Summary: The sales in the chart above are all commercial lots in Waterloo that are most suitable for a retail application. They are the best available, most recent and have favorable influence to value the subject property. The typical buyer would consider all of the sales, if all were available. Comments on the Comparable Sales Comparable Sale 1 is the most recent sales available for analysis and is a corner lot along US Highway 63 on the north side of Waterloo. The visibility and access of this sale is slightly superior to the subject, but it is otherwise similar. Comparable Sale 1 supports a value of $8.02 per square foot. Comparable Sale 2 is an interior lot along Kimball Avenue, which is similar to the subject's location. This sale requires no adjustments and supports a value of $6.57 per square foot. Comparable Sale 3 sold in August of 2023 and has inferior access and visibility when compared to the subject since it cannot be seen or accessed from an arterial. This sale indicates the lower range of value at $4.63 per square foot. Comparable Sale 4 is located along US Highway 63 on the north side of Waterloo with superior access and visibility when compared to the subject and brackets the upper range at $13.03 per square foot. Comparable Sale 5 is an interior lot along Kimball Avenue just off the intersection between Ridgeway and Kimball Avenues. This comparable has slightly superior access and visibility when compared to the subject and supports a value of $9.20 per square foot. Rally Appraisal, LLC Page 35 of 57 Page 359 of 551 SALES COMPARISON APPROACH (Continued) Comparable Sale 6 has inferior visibility and exposure when compared the subject but is otherwise similar. This sale indicates the lower range of value at $4.63 per square foot, like Comparable Sale 3. Comparable Sale 7 is a corner lot at the intersection between Ridgeway and Kimball Avenues with superior access and visibility when compared to the subject. This sale is toward the upper range of the comparable sales at $13.00 per square foot. Summary of land value estimate: The sales support a value for the subject between $4.63 and $13.03 per square foot, with an average of $8.44 per square foot. The value estimate for the subject is below the average at $8.00 per square foot due to the influence of the most recent sale. $8.00 / SF Rally Appraisal, LLC Page 36 of 57 Page 360 of 551 Value of the Fee Title Acquisition Area The subject has a proposed fee title acquisition area of 1,212 square feet. The estimated value of this area at $8.00 per square foot is as follows: 1,212 SF X $8.00 per SF = $9,696 Value of the Permanent Easement The subject has a proposed permanent easement area of 717 square feet. A permanent easement essentially equals a fee title acquisition so the estimated value of this area at $8.00 per square foot is as follows: 717 SF X $8.00 per SF = $5,736 Value of the Temporary Easement The subject has a proposed temporary easement area of 8,005 square feet. The estimated value of this area at $8.00 per square foot is as follows: 8,005 SF X $8.00 per SF = $64,040 In addition to the land, the owner will also temporarily lose the rights to the concrete paving that is encumbered by the temporary easement. This value will be determined based on cost minus depreciation. Per Marshall and Swift, the estimated costs for an asphalt parking lot is approximately $3.60 per square foot. The paving is approximately 50% depreciated. This results in an estimated value of the paving of $8,199. The calculations are as follows. 4,555 X $3.60 = $16,398 X 0.50 = $8,199 The owner will get this area back, but a fair return on this area needs to be estimated for just compensation. A reasonable safe rate for an investment with the estimated duration of one year is approximately 4.00%, based on current treasury yields. The best -case scenario is an estimated return of 10% annually applied to a six-month holding period will be used to estimate the value of the temporary easement for just compensation. (10% annual rate x (6 months / 12 months)) X $72,239 = $3,612 Rally Appraisal, LLC Page 37 of 57 Page 361 of 551 LAND SALES MAP zae Waterloo Regional Airport ALABA Comp Comp 4 2065 Logan Ave Waterloo, IA Sale: $13.03 Comps KimbaJlAvenue Waterloo, €A Sale: 50.20 SF Kimball Avenue Waterloo, LA Sale: 59.57ISF Comp 331) Tower Park Dr Waterloo, LA Sale: 54.63/SF Comp 1 NEC Heath SI & Logan Ave Waterloo, IA Sale: 58.42SF SHEPHERD GATES PARK ROPEY CITYVIEW Big Rock Wat Si CENTRA HI/AY Comp 7 VEC Ridgeway & Kim:a 11 Aves Waterloo. IA Sale: 513.DD+SF 42 E. Tower =ark Dr Waterloo, A Sale: 54.5a:S= Cedar River Armour Subject t055 Locke Avenue Waterloo, IA 50702 Evansdale :edar Knoll Park 216 Dt Weights Rayi ern Rally Appraisal, LLC Page 38 of 57 Page 362 of 551 Reta i I Lot Comparable 1 Sale Information Buyer Veridian Credit Union Seller North Crossing, LLC Sale Date 4/28/2025 Transaction Status Recorded Sale Price $475,000 $8.02 /SF Land Analysis Price $475,000 $8.02 /SF Land Recording Number 2025-05953 Rights Transferred Fee Simple Financing Cash Conditions of Sale Arm's Length Property Land Area 1.36 Acres (59,242 SF) Number of Parcels 1 Zoning C-P Shape Rectangular Topography Level Utilities All Available Flood Zones No Flood Zones NEC Heath St and Logan Ave Waterloo, IA 50703 County Black Hawk APN 891312303001 Confirmation edar. Falls: WalOo -Go fe da g L, Map data ©2025 Dewar Name Date Remarks Publications / CHR 7/2/2025 Retail lot along US Highway 63 on the north side of Waterloo in the North Crossing Development. This property was purchased by Veridian Credit Union that planned to build a branch on the site. Rally Appraisal, LLC Page 39 of 57 Page 363 of 551 Commercial Lot Comparable 2 Sale Information Buyer Raspberry Holdings, LLC Seller NE IA Real Estate Investments, LTD Sale Date 4/4/2024 Transaction Status Recorded Sale Price $200,000 $6.57 /SF Land Analysis Price $200,000 $6.57 /SF Land Recording Number 2024-00012399 Rights Transferred Fee Simple Financing Cash Conditions of Sale Arm's Length Property Land Area 0.6986 Acres (30,431 SF) Number of Parcels 1 Zoning S-1 Shape Rectangular Topography Level Utilities All Available Flood Zones No Flood Zones Kimball Ave Waterloo, IA 50702 County Black Hawk APN 8813-03-151-095 Confirmation 0 Go_gIe Map data ©2025 Google Name Matt Miehe Date 6/7/2024 Remarks Commercial lot along Kimball Avenue south of Ridgeway Avenue in Waterloo. This property is zoned S-1, Shopping Center and this site is most suitable for a retail use. This lot contains 43,473 but about 30% of the site is encumbered by easements and not usable. The estimated usable is approximately 30,431 square feet, which is the area noted in this write-up. Rally Appraisal, LLC Page 40 of 57 Page 364 of 551 Commercial Lot Comparable 3 Sale Information Buyer SKH Properties, LLC Seller Cedar Valley Medical Specialists, PC Sale Date 8/29/2023 Transaction Status Recorded Sale Price $125,000 $4.63 /SF Land Analysis Price $125,000 $4.63 /SF Land Recording Number 2024-00003205 Rights Transferred Fee Simple Financing Conventional Conditions of Sale Arm's Length Marketing Time 365 days Property Land Area 0.62 Acres (27,007 SF) Number of Parcels 1 Zoning C-P Shape Irregular Topography Level Utilities All Available Flood Zones No Flood Zones 330 Tower Park Dr Waterloo, IA 50701 County Black Hawk APN 881309226033 Confirmation Go g e 21 21 Map data ©2025 Goggle Name Date Remarks Firm Appraisal 12/7/2023 Small commercial lot at the corner of Jonathan Street and Tower Park Drive in Waterloo. This property has average access, visibility and was purchased to be improved with a medical office. Rally Appraisal, LLC Page 41 of 57 Page 365 of 551 Retail Lot Comparable 4 Sale Information Buyer Black River Bells, LLC Seller McDermott / Narey Sale Date 6/9/2023 Transaction Status Recorded Sale Price $629,000 $13.03 /SF Land Analysis Price $629,000 $13.03 /SF Land Recording Number 2023-00016850 / 00016843 Rights Transferred Fee Simple Financing Cash Conditions of Sale Arm's Length Marketing Time 639 days Property Land Area 1.108 Acres (48,264 SF) Number of Parcels 1 Zoning C-2 Shape Irregular Topography Slight Rise Utilities All Available Flood Zones No Flood Zones 2065 Logan Ave Waterloo, IA 50703 County Black Hawk APN 891311476080 Confirmation ;edar Falls 63 O Dewar -Alto ge 11 Map data ©2025 Name Mike Taylor Company Lockard Realty Date 9/24/2024 Remarks Retail lot along US Highway 63 on the north side of Waterloo near Allen Hospital. It was purchased to be improved with a Taco Bell restaurant. This involved two sellers and one buyer and was arm's length. Rally Appraisal, LLC Page 42 of 57 Page 366 of 551 Retail Lot Comparable 5 Sale Information Buyer WLKM LP Seller C10 Investments, LLC Sale Date 2/23/2023 Transaction Status Recorded Sale Price $525,000 $9.20 /SF Land Analysis Price $525,000 $9.20 /SF Land Recording Number 2023-00012366 Rights Transferred Fee Simple Financing Conventional Conditions of Sale Arm's Length Property Land Area 1.31 Acres (57,064 SF) Number of Parcels 1 Zoning S-1 Shape Rectangular Topography Level Utilities All Available Flood Zones No Flood Zones Vgli LIMA F^ ,116.ar I Is r M s • Kimball Avenue Waterloo, IA 50702 County Black Hawk APN 891335353028 Confirmation 010 Go gle Waterloo 21Q a rR�Yer Map data ©2025 Google Name Date Remarks Firm Appraisal 6/16/2023 Interior retail lot in an established part of Waterloo near the intersection between Kimball and Ridgeway Avenues. It was purchased to be improved with a Starbuck's. The recorded price was $500,000, which did not include the realtor's commission of $25,000 so $525,000 is the net sale price. Rally Appraisal, LLC Page 43 of 57 Page 367 of 551 Retail Lot Comparable 6 Sale Information Buyer Fireworks Leasing, LLC Seller Happy Hippo Cash Was #2, LLC Sale Date 12/21/2022 Transaction Status Recorded Sale Price $325,000 $4.63 /SF Land Analysis Price $325,000 $4.63 /SF Land Recording Number 2023-00009510 Rights Transferred Fee Simple Financing Cash Conditions of Sale Arm's Length Marketing Time 606 days Property Land Area 1.611 Acres (70,175 SF) Number of Parcels 1 Zoning C-2 Shape Rectangular Topography Level Utilities All Available Flood Zones No Flood Zones 42 E Tower Park Dr Waterloo, IA 50701 County Black Hawk APN 8813-10-101-025 Confirmation GoO 1 Map data ©2025 Google Name jherink/Broker/MLS/CHR Date 3/2/2023 Remarks Retail lot south of San Marnan Drive in Waterloo along Tower Park Drive. This property was listed with a realtor for more than year prior to selling. It was purchased to be improved with a firework store. Rally Appraisal, LLC Page 44 of 57 Page 368 of 551 Retail Lot Comparable 7 Sale Information Buyer Randy R. Mumm and Teresa S. Mumm Revocable Trust Seller C-10 Investments, LLC Sale Date 3/31/2022 Transaction Status Recorded Sale Price $611,582 $13.00 /SF Land Analysis Price $611,582 $13.00 /SF Land Recording Number 2022-00019517 Rights Transferred Fee Simple Financing Conventional Conditions of Sale Normal Property Land Area 1.08 Acres (47,045 SF) Number of Parcels 1 Zoning S-1, Shopping Center Shape Rectangular Topography Level Corner Yes Utilities All Available Flood Zones No Flood Zones NEC Ridgeway and Kimball Avenues Waterloo, IA 50702 County Black Hawk APN 891335353027 Confirmation Waterloo Go gle Map data ©2025 Google Name Company Remarks rmeyers Firm Appraisal / CHR This comparable is a developed lot with 1.08-acres located in an established part of Waterloo at the intersection of Kimball and Ridgeway Avenues, two main arterials. This area has been a strong retail location for many years and features favorable demand. It features a prominent corner location and is zoned S-1, Shopping Center, which allows for an array of commercial improvements. Rally Appraisal, LLC Page 45 of 57 Page 369 of 551 The sales comparison approach is the only relevant method to value the land in the impacted area for the proposed project. It is the only approach developed in this report. The quality and quantity of sales data used in the development of the sales comparison approach was adequate to make a reliable estimate of land value for the subject property. The estimated market value for the subject property, for just compensation, is as follows: Total Compensation: Estimated Compensation of the Taking $9,696 Estimated Compensation of the Permanent Construction Easement $5,736 Estimated Compensation of the Temporary Construction Easement $3,612 Estimated Just Compensation $19,044 The estimated just compensation for the proposed project as of July 11, 2025 is $19,044. NINETEEN THOUSAND FORTY-FOUR THOUSAND DOLLARS $19,044 Rally Appraisal, LLC Page 46 of 57 Page 370 of 551 Flood Map Rally Appraisal, LLC Page 47 of 57 Page 371 of 551 DEFINITION OF MARKET VALUE The term fair and reasonable market value means the cash price which would be arrived at as between a voluntary seller willing, but not compelled, to sell and a voluntary purchaser willing, but not compelled, to buy; both of whom are acting freely, intelligently and at arm's length, bargaining in the open market for the sale and purchase of the real estate in question. Such term does not mean the value under peculiar circumstances where greater than its fair price could be obtained, nor does it mean the price which the property would bring at a forced sale. It does not mean what the property is worth to the plaintiff nor what the defendant can afford to pay, but what it is fairly worth in cash on the open market, as above stated. (Uniform Jury Instruction No. 14.4). In short, the fair and reasonable market value of a property is to be considered in the same manner that a knowledgeable, voluntary buyer determines the fair and reasonable market value of a property -- what are its capabilities, what are its detriments, what is it fairly and reasonably worth in the market place? The jury and/or Compensation Commission is entitled to be informed of all the factors which (1) the willing seller would impress upon a willing buyer that tend to show value, and (2) the willing buyer would impress upon the willing seller that tend to show lack of value -- including sales of comparable properties and evidence of its highest and best use. (Uniform Jury Instruction No. 14.6 and annotated authorities). See also Bellew v. ISHC, 171 N.W.2d 284, 288, 289 (Iowa 1969) and In Re Primary Road No. 141, 124 N.W.2d 141, 147 (Iowa 1963). The determination of "Market Value" may not consider or reflect any enhancement or diminution in value of the subject, caused by the building of the project, which has prompted the taking. (No sales exhibiting these effects may be used as a comparable in arriving at the value of the subject property, either before or after the date of condemnation.) Uniform Jury instruction 14.3 and Socony Vacuum Oil Co. v. State of Iowa, 170 N.W.2d 378. (Iowa 1969). Jurisdictional exception "An assignment condition that voids the force of a part or parts of USPAP, when compliance with part or parts of USPAP is contrary to law or public policy applicable to the assignment." Standards Rule 1-4(f) requires appraisers to analyze the effect, if any, of anticipated public improvements, located on or off site, to the extent that market actions reflect such anticipated improvements as of the effective appraisal date. Article I, section 18 of the Iowa Constitution prohibits consideration of increases or decreases in a property's value caused by the project. It specifically states, "Shall not take into consideration any advantages that may result to said owner on account of the improvement for which it is taken. The appraisal is subject to jurisdictional exception because (1) The appraisal report must apply the State of Iowa's definition of market value and (2) the compensation must consider the diminution of value due to the impending project. Rally Appraisal, LLC Page 48 of 57 Page 372 of 551 ASSUMPTIONS AND LIMITING CONDITIONS 1. The photographs contained in the individual appraisal reports were taken by the appraiser on the date the property was inspected. Any photo taken on a different date or by another person will be appropriately labeled. 2. The title to the property is good and merchantable, free and clear of all liens and, there are no encumbrances other than those mentioned in the appraisal report. 3. The plans, plats, legal descriptions and other data furnished by others are assumed to be correct and reliable but the appraiser assumes no responsibility for their accuracy. 4. The individual appraisals are made in accord with the Code of Iowa and do not reflect any benefit from the proposed improvement or non-compensable items of damage. 5. Any temporary easement area acquired will be retained by the state until completion of project construction and will be returned in the condition indicated by the highway plans. 6. The existing drainage will not be adversely affected by highway construction unless otherwise specified in the data furnished and the tile lines on the remaining property will function properly after highway construction is completed. 7. The property is appraised as though under responsible ownership and typical management. 8. The property owner will be paid separately for the cost of fencing the new right of way line, if such fencing is needed, in those cases where the state does not erect a right of way fence. The property owner has a right to pasture livestock adjacent to any state erected fence but must assume all responsibility for restraint of such livestock. Any effect on fencing other than right of way fence or temporary fence will be considered in the individual appraisal reports. 9. The property owner or lessee will be paid separately for loss, if any, of growing crops or completed field work. 10. The Agency may use any or all of the contents of the appraisal reports only for its normal business functions. Rally Appraisal, LLC Page 49 of 57 Page 373 of 551 ENGAGEMENT LETTER 'IRaily Appraisal, L.L.C. Cedar Falls Office * 200 Franklin Street, Suite A-3 Cedar Falls, IA 513613-2146 Clrnl Data, SRA — Office Manager Jirrr Herink — Senior Appraiser Adam Horan Jan Wrenhold Bratty Severson Ryan Meyers June 20.2025 Tim Anders Economic Development Specialist City of Waterloo 7166 Mulberry St. 1 Waterloo, Iowa 50703 R. Appraisal Requests La Porte Road Phase II Reconstruction Project Dear Client: Phone; (319) 2136-9373 wtrnrr.rallyappra isal. corn Ratty Appraisal, LLC agrees to provide appraisal reports for the properties affected -by the project referenced above according to the following terms. Please refer to the Appraisal Services Agreement and the Terms and Conditions, which are expressly incorporated herein by referenCe and made a part of this agreement, This Engagement Letter, the Appraisal Se nil cag Agreement and the Terms and Conditions shall bra Call/ACM.0 ly rafArred to "Agreement.,, Specifications of the Appraisal, Subject Properties: Various properties that' are part of Phase 11 of the La Porto Rand recvnsMIr rion PR:WI in Waterloo, kkwa The properties that are the subpsct of ibis report are noted in the eddencia df ibis letter, Property Type: Varaus Interest to be Valved: Fee Simple Additional Property to be Nona Valued: Intended Use: Intended U r(s(: To oss+st the Client and intended users rn eatablrahing vahxrs forjust compensation. Tire City of Waterloo is the client / intended user. Appraiser's Identllicallon of the intended user(s) of the appraisal is 10 determine the type and extent of research, analysis and reporting appropriate for the assignment_ It is specifically not an aokno',ydedgement or granting of permission by the Appraiser that such parties will ar may rely on the appraisals. Rally Appraisal, LLC Page 50 of 57 Page 374 of 551 ENGAGEMENT LETTER (Continued) Type of Value! Data of Value: Hypothetical oondltlons, Special 1 Extraordinary assumptions:: AnticIpated Scope of Work: #tepnrt Option and 1 nrmat: Delivery Date: Appraiser's Interest In Subject Property or in Client or other Involved Parties= Merkel value under the federal rrrtr&ragencyAppraisal arrd Eve h, itrtrl Gurdclrrrrrs, The definition of be type of value will be stated in the report The reports will conform to lowa DDT standards. As oflhe date ofrnspecl+orr. Appralser le not responsible for determining whether lite date of value requested by Client is appropriate for Client's intended use. None Appraleer's anticipated scope or work for developing he appraisals will include! an 6xter+4rinspection of the land affected by the proieol as well as any improvements, if applicable. All three approaches to value will be considered and analyzed with the value provided to be market value_ Appraisal Nepori July 2 f, 2025 if nal s0000►- Appraiser wal use Appraiser's best efforts to deliver the appraisal reports no later than such dale. Appraiser's delivery of the reports is contingent on Appraiser's timely recegN of information and documentation from Client and other parties. In the event of a delay beyond That date. Appraiser wl4 inform event promptly as soon d8 reasonably practicable. Appraiser has no knowledge of any current or prospective interest of the Appraiser in the subieci propel ies or in Client or other parties involved in the transaction to which these appraisals relate. Rally Appraisal, LLC Page 51 of 57 Page 375 of 551 ENGAGEMENT LETTER (Continued) Prior ServlceS Regarding Appraiser has performed prier servIMS on at least ale Subject Property {USPAP of the properties that are the subject of Ibis report Disclosure): within the three-year period immediately preceding the dale of this Agreamenl, as an appraiser or in any other capacity. Spada! Conditions: NonoN lad Property Documentation. Client agrees to provide Appraiser wilh the documentation required and requested by the Appraiser to complete the appraisals. Client agrees to provide contact name and phone number for property access, if applicable. Client agrees to provide a copy of sales contract if property Is under a nIract for sale. Delays in Appraiser's receipt of requested documentation may mutt In Appraiser being unable to deliver lire appraisal report on the deli+jefry qle stated above. Client: City of Waterloo - Dated; 20' Z5 r,ia me: ti0 l Position: ` X ui. w-t i116y3kJii�6 CfFt{�lt_Dt Sy_ C` 11 1 ( 01 T.P? tb6 Appraiser Name: Jim Herink Position_ Senior Appraiser fly; Rally Appraisal, 1,l,C Silting Address: Send Checks to: RaaayApprais.3i, LLC Attn. Ben McKnight 2535 Tech Drive, Suite 102 Bettencforf, iA 52722-327S Credit care! oaft (563) 332-6261 Rally Appraisal, LLC Page 52 of 57 Page 376 of 551 ENGAGEMENT LETTER (Continued) ADDENDA Properties to be Appraised CITY OF Planning Zoning 3air11,2025 ILL: Aplrraii%11upw Is —La Pue Ie Rona Plisse 311ReepriihuCMP!I Pi. a.tf ToArholr ll3iay{s�San: 715MuWdrs'5t. Wa1 rlar:.0y Plwre ME.; : ' The City afWi iloo'4 fiquryliellidw maingrklrnlporawy easeuoeols_perouaeot caseuseals sad Be* ▪ 4ide arquisLiian pietoLs tp etcao.sy,sok 14 hat 6 Atl Pkyali011riI}Li,eui r. iiradixard 4o- ByT'ou i4seune. ki .liq{h!E I{f lkas leillr ate ?raper Wiper I lliageanas fed 11 difforalai pmp+iii#4 ipd t*el} 4 I'8r5! sLaY.' �l{I*sls owe vrhak ;. ▪ Will et c W Cm etch pYahu s e s. i f ware erfin Tnaali o¢ weeded is l o nrlp y4 u ria Ve a 0CG y i l v9CM h Lsa d Cp rea ce L2ei fi et 16 c Cer011CL ink. Beim ale the peoaeel pistol ad.a wkled wee heed applaisi]s al:'; i.: # LPR104 -The du iw'!.Itur will. srrnsus t #JI dn11I 0M151FIKIi4i . • T-PRO.2 end 1.PR:C3. Feeds are rwcipiolrs an4 apgeoesr as oue_ • Lt 2 4 ; . LPRJ Tr..appesiweh. One for Its.3.w4.4.4s444.4.4,4..44444..mi. a4441e44. Owhrsf r ibr•wiinyrapi jis 4e4.uw. 9 • LPEU'68 Tree iu,prev aeenls ou Wit aie tou,g reuenv i bui bi.ia! pert Ina ,. • LPP2I4sndLPR22Qtwos asat,mL;gno-ur.and appe.usras. au. * . LPJ22L. t LFR?22. Attest is. gaited by psnnaued aness a.reu,rnt areas% eery owned land []p 464 sppreece ehts pCl.aldeent Kr4;41.41.?Se1 4 allots is var. App. a,5af1 bud Co17eorh ye isle prepeely. • LPkU0.2 A 415n4p4emy*cees%13oi0 well be £eclryac.au leo-en dip inlysp[i.on orDALL Radle.ra}'Arsons and La POiie Rand. 11.L,eleskrd, gleam Mirth; a bid try Inetdty. loos 17, 2025. no- later thin 5 p.rr. Ifyour furl , Stitt it& yoM well Rwe p•iwvl} elpllp#. ind llt *fg,cal%ah sLaILUr counpfeSed nilhiu farm weeks Orr yaw kiwi. lain piste oalis# io yi occed. Timm' ii.ontrecseace 1bi test ippraisaLs..U.o. Ibr rityha: eerrnxd federal feeding is ssyisl uzih 1HA4 S.10 wane) & i is prajeee, and eke mpplt;sal4 t11e11 ewr6rnn la le'ma DOT skarid.rd.. PLe4sse.rhaiP}'airappEaiiplbidLolionarrderngnlalao-la.awp'xdll111efollbw5'id¢suLjrn]iL ' APERAtsa i$N) RE31E 'APPRtliAL HP • • La 1si li Road PLasr tir8 N■Liil(•us IF yam b►e4 meertany &ricer in6oivaancn.or dacuwralagoat ngald;uj Ih :rune, p14..s5p cnulaprtIwr Belt fe feeds, Tml .Lvdera, Treoromx b IMrIIS 5petialw Rally Appraisal, LLC Page 53 of 57 Page 377 of 551 ENGAGEMENT LETTER (Continued) General Limitlno Conditions 1. The appraisers will not be required to give testimony or appear in court because of having made the appraisal with reference to the Subject property in question unless arrangements have been previously made. 2, Possession of the report does not carry with it the right of publication. Out -of -context quoting from or partial reprinting of this appraisal report is not authorized. Further, neither all nor any part of this appraisal report shall be disseminated to the general public by the use of media for public cominunieatian without the prior written consent of the appraisers signing this appraisal report, 3, Disclosure of the contents nfthis report is governed by the By -Laws and Regulatic-:ns of the Appraisal Institute, Neither al nor any part of the contents of this report (especially any conclusions as to value. the identity of the appraisers or the firm with which they are connected, or any reference to the Appraisal institute or to the appraisal designations) shall be disseminated to the public through advertising media, public relations media, news media, sales media, or any other public means of communication without the prior consent and approval of the authors, 4_ The distribution of the total valuation in this report, between land and improvements, is applicable only as a part of the whole property_ The land value, or the separate value of the improvements, must not be used in conjunction with any other appraisal or estimate. and is invalid if so used. 5_ No environmental impact studies were either requested or made in conjunction with this appraisal report. The appraisers, thereby, reserve the right to alter, amend, revise, or rescind any of the value opinions based upon any subsequent environmental Impact studies, research or investigation, 6_ linapparent Conditions; The appraisers assume that there are no hidden of unapparent conditions of the property, subsoil or structures which would render it more or less valuable than otherwise comparable property. The appraisers are not experts in determining the presence or absence of hazardous substance, defined as all hazardous or toxic materials, waste, pollutants or contaminants (including, but not limited to, asbestos, PCB, UFFI, or other raw materials or chemicals) used In construction or otherwise present on the properly. The appraisers assume no responsibility for any engineering studies or analysts which would be required to conclude or discover the presence or absence of such substances or for Toss as a result of the presence of such substances or For unapparent physical conditions. The value estimate is based on the assumption that the subject property is not so affected. 7. lbe Americans with Disabilities Act ("ADA") became effective January 26, i992_ The appraisers have not made a specific compliance survey and analysts of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property, together with a detailed analysis of the requirements of the ADA, Gould reveal that the property is not in compliance with one or more of the Jequirernents of iha Act. If so, thlS fact could have a negative effect upon the value of the r rcperty_ Since the appraisers have no direct evidence relating to this issue, possible noncompliance with the requirements of ADA in estimating the value of the property has not been considered_ 1111M.— Rally Appraisal, LLC Page 54 of 57 Page 378 of 551 ENGAGEMENT LETTER (Continued) 8_ An appraisal related to an estate in land that is lass khan he whole fee simple estate applies only to the fractional interest involved. The value of this fractional interest plus the value of all other fractional interests may or may not equal the value of the entire fee simple estate considered as a whole_ 9, The appraisal report related to a geographical portion of a larger parcel Is applied only to such geographical portion and should not be considered as applying with equal validity to other portions of the larger parcel or tract. The value for such geographical portions plus the value of all other geographical portions may or may not equal the value of the enure parcel or tract con- sidered as en entity. 9_ Acceptance of andlor use of this appraisal report constitutes acceptance of the foregoing General Underlying Assumptions and General Limiting Conditions. The appraisers' duties, pursuant Io the employment 10 make the appraisal, are complete upon delivery and acceptance of the appraisal report. However, any corrections or errors should be celled to the attention of the appraisers within 511 days of the delivery of the report. 10_ Limitations of Liability_ To the fullest extent permitted by applicable law, the maximum monetary liability of Appraiser, Firm or Client to one another or to any third party (regardless of whether such party's claimed use or reliance on the appraisal was authorized by Appraiser) for any and all claims or causes of action relating to the appraisal or Agreement shall be limited to the total compensation actually received by Appraiser for Iiie appraisal or other services that are the subject of the claim(s) or cause(s) of action. This limitation of liability extends to all types of claims and causes of action, whether in contract or tort, but excludes: (1) claims/causes of action for intentionally fraudulent or criminal conduct, inien.t;onally caused injury, or unauthorized use or publication of the appraisal or Appraiser's work product Dr (ii) claims/causes of action by Appraiser or Finn for the collection of unpaid compensation tor the appraisal or other services (for which the maximum recovery shall be the Mal amount unpaid and owing to Appraiser, plus applicable interest and late charges). 11_ Confidential Information that Is either: Identified by the client as confidential when providing it to all appraiser and that is not available from any other source; or classified as confidential or private by applicable law or regulation*_ *NOTICE! For example, pursuant to the passage of the Gramm -Leach -Bliley Act in November 1999, some public agencies have adopted privacy regulations that affect appraisers_ As a result, the Federal Trade Commission issued a rule focused on the protection of "nonpublic personal information" provided by consumers to those involved in financial activities 'found to be closely related to banking or usual in connection with the transaction of bankirg," These activities have been deemed to include "appraising real or personal property," (Quotations are from the Federal Trade Commission, Privacy of Consumer Financial Information; Final Rule, 16 CFR Part 313) 12. The appraisal inspection is an observation of the readily observable areas of the property only and should not be confused with a p-aperly inspection, The appraiser has no expertise in areas of building construction, electrical, plurnbng or HVAC systems and unless otherwise slated in the report these items are assumed to be In working order_ tf the cdant has any concerns with these or similar items, they should hire a qualified property inspector ),rho can accurately discern the working order of !hese systems and the overall structural Integrity of the property. Rally Appraisal, LLC Page 55 of 57 Page 379 of 551 APPRAISAL QUALIFICATIONS — RALLY APPRAISAL James A Herink 209 Franklin Street, SuiteA-3 Cedar Falls, Lk 50613 (319) 266-4373 STATE OF IOWA GENERAL CERTIFICATION #CG02627 Education: 1995 - High School, Leigh Cominnrnity Schools, Leigh, Nebraska 1999 - Bachelor of Arts: University of Denver, Denver: Colorado Employment Hi toi -: Rally Appraisal, LLC: Certified General Appraiser 07/04-Present K i —TV_ News Producer 05+01-03/03 KLIR+KJSK Radio, News Director 06;00.05/01 Appraisal Courses: Appraisal Principles 2004 USPAP Certification 2004 National USPAP Updated 2007 Appraiser FHA Today 200g Repo &. REO Valuation 200g Effective Appraisal Writing 200g National USPAP Update 2012 Malang Sense of GIMs, OARS and DCF 2014 Appraising FHA Today 2014 National USPAP Update 2014 Supervisory Appraiser/Trainee Appraiser Cowie 2016 National USPAP Update 2016 Basic Hotel Appraising 2016 Expert Witness of Commercial Appraisers 2016 Appraisal of Owner Occupied Comm_ Properties 2018 Seminars Attended: Appraisal Principles and Procedures 2004 General Appraisal Income Approach Part 1 2009 General Appraisal Income Approach Part 2 2009 General Sates Comparison Approach 2010 Real Estate Financing Statistics and Valuation Modeling 2010 General Appraisal Report Writing 2010 General Appraisal Cost Approach 2011 General Appraisal Highest & Best Use 2011 Basic Hotel Appraising 2018 Awirling l+iortgage Fraud for Appraisers 2018 National USPAP Update 201E The Income Approach_ An Overview 2020 Appraisal of Self -Storage Facilities 2020 Appraisal of Jnrhxtrial Incubators 2020 National USPAP Update 2020 New Construction Essentials, Luxury Homes 2022 Residential Report Writing, More than Forms 2022 Appraisal of Fast Food Facilities 2022 rational USPAP Update 2022 Introduction to Commercial Appraisal Review 2024 Appraisal of Jnductrial Flex Buildings 2024 National USPAP Update 2024 / 2025 Types of Properties Appraised: Residential, small income, vacant land.: new construction, REO, all types of industriaL faun laud. recreational land.: multi -family residential and commercial subdivisions, mini -storage_ office buildings, manufactured home parks_ special use properties_ auto dealerships_ retail, fimeral homes_ CBD: hotels_ hog confinement, feed mills, dairy farms and car washes. Rally Appraisal, LLC Page 56 of 57 Page 380 of 551 wA Department of Inspections, Appeals, & Licensing This is to certify that the below named has been .nted a certification as: Certified General Appraiser. Certification Number: CG02627 Expires: June 30. 2026 Status: Active Mr. James Anthony Herink Rally Appraisal, LLC 209 Franklin Street, Suite A3 Cedar Falls. Iowa 50613 State of Iowa Real Estate Appraiser Examining Board Certifies James Herink having given satisfactory evidence of professional qualifications ez required by the Code of Iowa is duly authorized to practice in the State of Iowa as a Certified General Appraiser. Iry witness thereof the Board grants Certification Number CG02627. Thrs 7th day of J u ne. 2005 Amanda Luvre nbe Fred Grader Chair Vke Chair Rally Appraisal, LLC Page 57 of 57 Page 381 of 551 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Steven Kjergaard, Director of Aviation Airport Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Resolution approving Ground Lease Agreements (2) of up to 50 years with Grand Husk Solar, of Chicago, Illinois, for approximately 759 acres at the Waterloo Regional Airport, effective upon execution of the agreement, for the development of solar fields in various locations, as defined within the agreement, with a one-time signing fee of $50/acre plus annual rent of $50/acre during the development term, $350/acre during the construction term, and $1,400/acre during the production term (subject to two -percent per year increase during the production term), and authorizing the Mayor and City Clerk to executed said document. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION Page 382 of 551 ATTACHMENTS 1. Grand Husk Solar - City of Waterloo - Lease 2. Grand Husk Solar - Waterloo Airport Commission - Lease Page 383 of 551 LEASE AGREEMENT between Grand Husk Solar, LLC as Tenant dated and City of Waterloo as Owner Page 384 of 551 TABLE OF CONTENTS Page(s) ARTICLE 1 DEFINITIONS AND CONSTRUCTION 2 Section 1.1 Defined Terms 3 Section 1.2 Construction 7 ARTICLE 2 GRANT OF RIGHTS; TERM Section 2.1 Section 2.2 ARTICLE 3 RENT Section 3.1 Section 3.2 Section 3.3 Section 3.4 Section 3.5 Section 3.6 Section 3.7 Lease and Grant of Lease Rights Term of Lease Development Term Rent Construction Term Rent Production Term Rent Restoration Term Rent Payment Adjustments Crop Compensation, Pivot and Drip Irrigation, and CRP Payment Allocations ARTICLE 4 LEASE RIGHTS Section 4.1 Section 4.2 Section 4.3 Additional Lease Rights Stand -Alone Lease Rights Nature of Lease Rights, Additional Lease Rights and Stand - Alone Lease Rights 12 Section 4.4 Separate Storage Leases 12 ARTICLE 5 PERMITTED USE; RIGHTS OF PARTIES; DEVELOPMENT PROGRESS 12 Section 5.1 Permitted Use 12 Section 5.2 No Required Construction or Production 13 ARTICLE 6 TENANT'S OBLIGATIONS 13 Section 6.1 Compliance with Law 13 Section 6.2 13 Section 6.3 14 Section 6.4 14 Section 6.5 Payment of Claims 16 Location of Project and Care and Appearance Fences and Gates Operations i 8 8 8 9 9 9 10 10 10 10 11 11 11 11 Page 385 of 551 Section 6.6 Restoration Section 6.7 Taxes ARTICLE 7 OWNER'S OBLIGATIONS Section 7.1 No Interference Section 7.2 Compliance with Obligations Section 7.3 Rights of Third Parties Section 7.4 No Ownership Rights Section 7.5 Cooperation Section 7.6 Setback Waiver Section 7.7 Confidentiality Section 7.8 Division of Lease Section 7.9 Estoppel Certificates Section 7.10 Representations and Warranties of Owner ARTICLE 8 DEFAULT; REMEDIES; PROTECTION OF LENDERS Section 8.1 Section 8.2 Section 8.3 Section 8.4 Default Owner's Right to Terminate for Monetary Default Limitation on Remedies Protection of Lenders ARTICLE 9 ASSIGNMENT AND SUBLETTING Section 9.1 Right to Assign or Sublet Section 9.2 Right To Encumber ARTICLE 10 GENERAL PROVISIONS Section 10.1 Insurance Section 10.2 Environmental Matters Section 10.3 Use of Water Section 10.4 Indemnity Section 10.5 Safety Measures; Waiver and Recognition Section 10.6 Casualty and Condemnation Section 10.7 Notices Section 10.8 Force Majeure Section 10.9 Meetings with Third Persons Section 10.10 Termination by Tenant ii Page 386 of 551 Section 10.11 Third Party Beneficiaries 33 Section 10.12 Attorneys' Fees 33 Section 10.13 Covenants Running With the Land 33 Section 10.14 Governing Law 34 Section 10.15 Memorandum 34 Section 10.16 Joint and Several Liability 34 Section 10.17 Binding on Partial Interests 34 Section 10.18 Savings Clause 34 Section 10.19 No Waiver 34 Section 10.20 Entire Agreement; Modifications; Conflicts 34 Section 10.21 Multiple Counterparts 34 Section 10.22 Provision of Copy of Lease 35 Section 10.23 Cooperation on Owner's Interest 35 Section 10.24 Limited Accessway 35 Section 10.25 Restricted Area 35 iii Page 387 of 551 LEASE AGREEMENT THIS LEASE AGREEMENT ("Agreement") is made, dated and effective as of (the "Effective Date"), and between the Owner ("Owner") and Tenant ("Tenant"), designated in the Basic Terms and Conditions below: Basic Terms and Conditions Effective Date of this Agreement: Owner: City of Waterloo Owner's Address: 715 Mulberry St., Waterloo, IA 50703 Tenant: Grand Husk Solar, LLC, a Delaware limited liability company Tenant's Address: 320 N. Sangamon Street, Suite 1025, Chicago, Illinois 60607 Property: 501.45 acres in the County of Black Hawk, Iowa as specifically described in Exhibit A. Length of Lease Term: The "Development Term" shall be a period of five (5) years from the Effective Date, with two (2) one (1)- year extension options (i.e., totaling up to seven (7) years if all options and extensions are exercised), all as set forth in Section 2.2(a). The "Construction Term" shall commence on the Construction Commencement Date and be for a period of up to three (3) years, all as set forth in Section 2.2(b). The Tenant may exercise an option to extend the term of the Lease through the Production Term by achieving the Generation Commencement Date. Should the Generation Commencement Date occur any time prior to the expiration of the Construction Term, the "Production Term" will automatically commence and continue, unless terminated earlier as provided herein, to a date which is twenty (20) years from the Generation Commencement Date, subject to four (4) extension terms of five (5) years each (i.e., totaling up to forty (40) years of Production Term if all options and extensions are exercised), all as provided in Section 2.2(c). The "Restoration Term" shall begin on the expiration or earlier termination of (a) the Construction Term, if it occurs and if construction has commenced, or (b) the Production Term, if Tenant does exercise an option to extend the term of the Lease through the Production Term, and shall Page 388 of 551 expire on the earlier of (y) when Tenant completes the Restoration Obligations, or (z) twelve (12) months from the date the Restoration Term begins. Development Term Rent: One-time payment of $50.00 per acre subject to this Agreement (excluding the Restricted Area) to be paid by Tenant to Owner (the "Signing Fee"), as well as and to the extent applicable $50.00 per acre subject to this Agreement (excluding the Restricted Area) to be paid by Tenant to Owner at the end of each twelve (12) month period during the Development Term (the "Periodic Development Term Rent"), and if the Development Term is extended, a one-time payment for each extension of $30.00 per acre subject to this Agreement (excluding the Restricted Area) (the "Additional Development Term Rent" and together with the Signing Fee and Periodic Development Term Rent, the "Development Term Rent"). Development Term Rent is payable as required in Section 3.1. Construction Term Rent: If the Construction Commencement Date has occurred, then an annual payment of $350.00 per acre times the number of acres of the Property which Tenant's plans show will be enclosed by a fence to be constructed for the Project shall be paid by Tenant to Owner (the "Construction Term Rent"). Construction Term Rent is payable as required in Section 3.2. Production Term Rent: During the Production Term (if it occurs), Tenant will pay Owner for the first Lease Year an amount equal to $1,400.00 (the "Production Term Rent Multiplier") multiplied by the total number of acres of the Property which are enclosed by a fence constructed for the Project or which Tenant's plan show will be enclosed by a fence to be constructed for the Project. The Production Term Rent Multiplier shall increase by two percent (2%) per Lease Year during the Production Term. All of the foregoing shall be referred to as the "Production Term Rent". Restoration Term Rent: Tenant will not owe any amounts to Owner as rent during the Restoration Term. ARTICLE 1 DEFINITIONS AND CONSTRUCTION 2 Page 389 of 551 Section 1.1 Defined Terms. When used in this Agreement, the following capitalized terms shall have the definitions indicated: "Additional Lease Rights": Shall have the meaning set forth in Section 4.1. "Affiliate": any Person (i) who, directly or indirectly (including through one or more intermediaries), holds an equity interest in Tenant (a "Parent Company") or (ii) in which Tenant or a Parent Company, directly or indirectly (including through one or more intermediaries) holds an equity interest. "Agreement": This Lease Agreement (including the Lease and Lease Rights). "Award": Shall have the meaning set forth in Section 10.6(b). "CERCLA": Shall have the meaning set forth in Section 10.2(c). "Confidential Information": Shall have the meaning set forth in Section 7.7. "Construction Commencement Date": The earlier of: (a) the date Tenant provides written notice to Owner of the Construction Commencement Date; or (b) the date when Tenant commences the installation of vertical improvements for Solarpower Facilities for the Project on the Property and is diligently pursuing construction of the Project on the Property. For the avoidance of doubt, pre -construction studies, surveys, and development -related diligence shall not be considered construction commencement. "Construction Term": The period beginning on the Construction Commencement Date and terminating upon expiration or earlier termination as provided herein. "Construction Term Rent": Shall have the meaning set forth in the Basic Terms and Conditions. "County": The county in which the Property is situated. "Development Term": The period during which Tenant performs development activities, including but not limited to measuring the solar resource, obtaining permits, securing Tenant's position to interconnect into the grid, as more particularly defined in the Basic Terms and Conditions and Section 2.2(a). "Development Term Rent": Shall consist of the Signing Fee and, if applicable, the Periodic Development Term Rent and the Additional Development Term Rent, and have the meaning set forth in the Basic Terms and Conditions. "Effective Date": Shall have the meaning given in the first sentence of this Agreement. "Encumbrances": Any liens, encumbrances, covenants, conditions, reservations, restrictions, easements, leases, licenses, occupancies, tenancies, mineral rights, water rights or other matters affecting, relating to or encumbering the Property or any portion thereof. 3 Page 390 of 551 "Environmental Laws": Shall have the meaning set forth in Section 10.2(c). "Event of Default": Shall have the meaning set forth in Section 8.1. "Event of Force Majeure": Strikes, lockouts or other labor disturbances; delays in transportation; inability to secure labor or materials in the open market; acts of God or the elements, including fire, flood, washout, perils at sea, lightning, earthquake or accidents; conditions arising out of or attributable to acts of war, civil disturbances or riots; the effect of any Law; the failure of any governmental authority to issue any permit, entitlement, approval or authorization within a reasonable period of time after an application for the same has been submitted; the inability to sell electricity at commercially reasonable prices in the open market; orders of curtailment or suspension or cessation of transmission system operations by MISO; or any other matter or condition beyond the reasonable anticipation and control of the party in question, whether or not similar to the matters or conditions herein specifically enumerated; and (in the case of Tenant) while litigation contesting all or any portion of the right, title and interest of Owner in the Property and/or of Tenant under this Agreement shall be pending and not finally determined "Expenses": Any and all expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against hereunder (including, without limitation, court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals), and any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, expenses, deficiencies or other charges with respect thereto, but excluding in any event any Party's own (i.e., not damages claimed by a third party) lost profits and other special or consequential damages, which result from the indemnifiable events described herein. "Extension Date": Shall have the meaning set forth in Section 2.2(c). "Extension Term": Shall have the meaning set forth in Section 2.2(c). "Generation Commencement Date": The earlier of: (a) the date Tenant provides written notice to Owner of the Generation Commencement Date; or (b) the date on which any Solarpower Facilities that are being constructed on the Property have passed their initial performance tests and have begun to commercially deliver electricity into the transmission grid. "Hazardous Materials": Shall have the meaning set forth in Section 10.2(d). "Indemnified Party": Shall have the meaning set forth in Section 10.4. "Indemnifying Party": Shall have the meaning set forth in Section 10.4. "MISO": MISO, a Regional Transmission Organization. 4 Page 391 of 551 "Laws": All valid and applicable laws, statutes, ordinances, regulations, orders and assessments of any federal, state, county or local governmental authority with jurisdiction over the Project or the Property. "Lease": The Lease created by this Agreement. "Lease Rights": The following lease rights in, on, under, over, across, along and above the Property: (a) A right of access and of ingress to and egress from the Project, as well as a right for access to and from adjacent lands in the Project, in each case by means of any existing roads on the Property, and by such other roads as Tenant may construct on the Property from time to time at locations reasonably agreed between Tenant and Owner, for the benefit of and for purposes incidental to Operations on the Property, provided that Owner agrees to approve at least one road location to the Project; (b) The right to install, use, repair, improve, relocate, replace and remove Transmission Facilities to be placed in locations selected by Tenant. (c) A non-exclusive right for any audio, visual, view, light, shadow, noise, vibration, air turbulence, wake, electromagnetic or other effect of any kind or nature whatsoever resulting, directly or indirectly, from any Operations conducted, or Project owned, leased, operated or maintained by Tenant on the Property and on lands near the Property. (d) The right to use construction staging and laydown areas in locations reasonably agreed between Tenant and Owner for installing, using, repairing, improving, relocating, replacing, and removing the Project. (e) The exclusive right to study, develop and use the Property for converting solar energy into electrical energy and collecting and transmitting the electrical energy so converted. (t) the Property. The exclusive right to access, relocate and maintain the Project located on (g) The exclusive right to capture, use and convert unobstructed solar resources over and across the Property. (h) The right to subjacent and lateral support for the Project. "Lease Year": The period from the Generation Commencement Date through the December 31 of the calendar year in which the Generation Commencement Date occurs (which shall be deemed the first Lease Year), and each subsequent calendar year during the Production Term. "Lender": Any financial institution or other Person that from time to time provides secured financing for some or all of the Project or Operations, and any agent, security agent, 5 Page 392 of 551 collateral agent, indenture trustee, loan trustee, loan participant or participating or syndicated lenders involved in whole or in part in such financing, and their respective representatives, successors and assigns. "Lender's Lien": Shall have the meaning set forth in Section 9.2. "Monetary Default": Shall have the meaning set forth in Section 8.1. "Non -Monetary Default": Shall have the meaning set forth in Section 8.1. "Notice of Default": Shall have the meaning set forth in Section 8.1. "Operations": The activities which Tenant has the right to undertake pursuant to Section 5.1. "Owner": The legal owner of the Property described in the Basic Terms and Conditions and as further defined in Exhibit A. "Owner Nonrenewal Notice": Shall have the meaning set forth in Section 2.2(c). "Person": Any individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government or any agency or political subdivision thereof, or any other form of entity. "Production Term": The period beginning on the Generation Commencement Date and terminating upon expiration or earlier termination as provided herein. "Production Term Rent": Shall have the meaning set forth in the Basic Terms and Conditions. "Project": The Solarpower Facilities, Transmission Facilities, electric transformers, energy storage facilities, telecommunications equipment related to the Solarpower Facilities, roads, meteorological stations and solar energy measurement equipment (including pyranometers), maintenance, administrative and storage areas and buildings, reasonable signage and all related improvements and equipment, portions of which are located on the Property. "Property": The Property as described in the Basic Terms and Conditions. "Real Property Records": The official public records of the County or Counties in which deeds and other instruments affecting title to real property are required to be recorded to place third parties on constructive notice of them. "Rent": The Development Term Rent, Construction Term Rent, Production Term Rent, and Restoration Term Rent as described in Article 3. 6 Page 393 of 551 "Restoration Obligations": Tenant's obligation to (i) remove from the Property any part of the Project owned, installed or constructed by Tenant thereon except for roads, (ii) fill in and compact all trenches or other borings or excavations made by Tenant on the Property (excepting borrow pits and quarries), and (iii) leave the surface of the Property free from debris, as more particularly defined and described in Section 6.6. "Restoration Term": As more particularly defined in the Basic Terms and Conditions, Section 2.2(d), and Section 6.6, the period beginning on (a) the expiration or earlier termination of the Construction Term, if it occurs and if construction has commenced, or (b) if the Production Term commences, the expiration or earlier termination of the Production Term, and expiring on the earlier of (y) when Tenant completes the Restoration Obligations, or (z) twelve (12) months from the date the Restoration Term begins. "Restoration Term Rent": Shall have the meaning set forth in the Basic Terms and Conditions. "Solar Panel": A photovoltaic generation unit which converts sunlight into electrical current which is included in the Solarpower Facilities. "Solarpower Facilities": Solar -powered electric generating facilities, including Solar Panels, other photovoltaic generating equipment and such other solar -powered generating equipment as reasonably determined by Tenant, related infrastructure and the ancillary improvements and equipment providing support or otherwise associated therewith, all of which is located on the Property and on any other real property included in the Project. "Stand -Alone Lease Right": Shall have the meaning set forth in Section 4.2. "Taking": Shall have the meaning set forth in Section 10.6(a). "Term": The Development Term, the Construction Term (if it becomes effective) the Production Term (if it becomes effective and including one or more Extension Terms if exercised), and the Restoration Term each as described in Section 2.2. "Town": The town in which the Property is situated. "Transmission Facilities": Underground and above -ground wires and cables, for the transmission of electrical energy and/or for communication purposes, and all necessary appliances and fixtures for use in connection with said wires and cables under, along, above and in or adjacent to the Property; and one or more substations or interconnection or switching facilities, together with all related or appropriate rights of way, on, along and in or adjacent to the Property. Section 1.2 Construction. In this Agreement, unless the context otherwise requires, the singular shall include the plural, the masculine shall include the feminine and neuter, and vice versa. The terms "include," "includes" and "including" shall be deemed to be followed by the words "without limitation." The term "year" refers to a calendar year, the term "month" refers to a calendar month, and any period measured by a "year" or a "month" from a reference date refers to the period beginning on such reference date and ending on the same date of the next succeeding 7 Page 394 of 551 calendar year or month, respectively, or, if no such date exists in the next succeeding calendar month, the last day of such next succeeding calendar month. References to a Section or Exhibit shall be references to a Section of, or Exhibit to, this Agreement unless specifically stated otherwise. A reference to a given agreement or instrument shall be a reference to that agreement or instrument as modified, amended, supplemented and restated through the date as of which such reference is made. The term "or" is not exclusive, the term "shall" is mandatory and the term "may" is permissive. Owner and Tenant acknowledge that each was actively involved in the negotiation and drafting of this Agreement and that no law or rule of construction shall be raised or used in which the provisions of this Agreement shall be construed in favor of or against either party because one is deemed to be the author thereof. Captions or titles used herein are for convenience of reference only and do not affect the meaning or intent hereof. ARTICLE 2 GRANT OF RIGHTS; TERM Section 2.1 Lease and Grant of Lease Rights. For the good and valuable consideration provided herein, the receipt and sufficiency of which are hereby acknowledged by Owner and Tenant, Owner hereby leases to Tenant, and Tenant leases from Owner, the Property, and Owner grants to Tenant the Lease Rights. Section 2.2 Term of Lease. The term of this Agreement shall consist of the Development Term plus, if it becomes effective, the Construction Term, plus, if it becomes effective, the Production Term, plus, if exercised, up to four (4) Extension Terms, plus, if it becomes effective, the Restoration Term. Prior to the expiration of the Development Term, Tenant shall have the option to extend the term of this Agreement through the Construction Term, exercise of such option by Tenant being made and evidenced solely by achievement of the Construction Commencement Date. Prior to the expiration of the Construction Term, Tenant shall have the option to extend the term of this Agreement through the Production Term, exercise of such option by Tenant being made and evidenced solely by achievement of the Generation Commencement Date. Notwithstanding any other provision of this Agreement (including any Lender protection provisions), if the Development Term or Construction Term of this Agreement expires in accordance with the terms of this Agreement, prior to the Generation Commencement Date occurring, this Agreement shall automatically terminate at the expiration of the Restoration Term, if applicable (a) The Development Term shall commence on the Effective Date and continue for a period of up to five (5) years, provided, however, that Tenant shall have the right to extend the Development Term two (2) times for an additional one (1) year each by delivering written notice of such extension to Owner at least thirty (30) days prior to the then -current expiration date of the Development Term, in the event Tenant extends the Development Term, Tenant shall owe the Additional Development Term Rent as set forth in Section 3.1. The Development Term shall, in all events, terminate on the Construction Commencement Date and the Construction Term shall commence. (b) The Construction Term shall commence on the Construction Commencement Date and continue for a period of up to three (3) years. The Construction Term 8 Page 395 of 551 shall, in all events, terminate on the Generation Commencement Date and the Production Term shall commence. (c) The Production Term, if it occurs, shall commence on the Generation Commencement Date and continue to the date that is twenty (20) years from the Generation Commencement Date, provided, however, that Tenant shall have the right to extend the Production Term by four (4) separately exercised periods of five (5) years each (each such five year period, an "Extension Term") if Tenant delivers written notice of such extension to Owner at least one hundred eighty (180) days prior to the then -current expiration date of the Production Term or the then -current expiration date of the Extension Term, as applicable (the "Extension Date"). The parties understand that the Production Term could total up to forty (40) years if all four (4) options for Extension Terms are exercised and this Agreement is not earlier terminated by Tenant in accordance with its terms. The parties intend that the Tenant not lose any option to extend an Extension Term through inadvertence or mistake. Accordingly, and notwithstanding the foregoing, if Tenant shall fail to exercise its renewal option for an Extension Term within such time period as set forth above, Tenant's right to exercise its option for an Extension Term shall nonetheless continue for an additional sixty (60) days following receipt of Owner's notice to Tenant and to any Lender of the failure of Tenant to timely exercise such option (the "Owner Nonrenewal Notice"),If either Tenant or Lender provides notice to Owner of its intent to exercise such option within such sixty (60) day period following receipt of the Owner Nonrenewal Notice, then such exercise by Tenant or Lender shall be deemed timely given. (d) The Restoration Term shall commence on the expiration or earlier termination of (i) the Construction Term, if it occurs and if construction has commenced, or (ii) the Production Term, if Tenant does exercise an option to extend the term of the Lease through the Production Term. The Restoration Term shall expire on the earlier of (y) when Tenant completes the Restoration Obligations, or (z) twelve (12) months from the date the Restoration Term begins. ARTICLE 3 RENT Section 3.1 Development Term Rent. During the Development Tenn, Tenant shall pay to Owner the Development Term Rent in the amount provided for in the Basic Terms and Conditions. The Signing Fee is payable within forty-five (45) days from the Effective Date. Each payment of the Periodic Development Term Rent is payable within forty-five (45) days after the end of each 12-month period of the Development Term (for example, the first such 12-month period expiring 12 months after the Effective Date). If Tenant exercises an option to extend the Development Term for one (1) additional year, then the Additional Development Term Rent is payable within forty-five (45) days from the date when the additional one (1) year of the Development Term commences. Tenant shall have no obligation to make any payment to Owner otherwise required under this Agreement until Tenant has received from Owner a completed Internal Revenue Service Form W-9. Section 3.2 Construction Term Rent. During the Construction Term, if it occurs, Tenant shall pay to Owner the Construction Term Rent in the amount provided for in the Basic Terms and Conditions. The Construction Term Rent is payable within forty-five (45) days from the Construction Commencement Date and within forty-five (45) days from each annual anniversary 9 Page 396 of 551 thereof for the remainder of the Construction Term. If the Construction Commencement Date occurs during any one (1) year period in which Development Term Rent has been paid, including in a year in which Tenant has extended the Development Term, the Construction Term Rent shall be reduced by the prorated amount of the Development Term Rent or the Additional Development Term Rent, as applicable, for the remaining period for which Development Term Rent has been paid. For illustrative purposes only, if the Construction Commencement Date occurs six (6) months into the first year the Development Term is extended, the Construction Term Rent shall be reduced by a prorated amount that is equal to six (6) months of the Additional Development Term Rent. Section 3.3 Production Term Rent. (a) During the Production Term, if it occurs, Tenant shall pay to Owner the Production Term Rent for each Lease Year as provided for in the Basic Terms and Conditions. If the Generation Commencement Date occurs during any one (1) year period in which Construction Term Rent has been paid, the Production Term Rent shall be reduced by the prorated amount of the Construction Term Rent for the remaining period for which Construction Term Rent has been paid. For illustrative purposes only, if the Generation Commencement Date occurs six (6) months into the first year of the Construction Term, the Production Term Rent shall be reduced by a prorated amount that is equal to six (6) months of the Construction Term Rent. (b) Payment of Rent. The Production Term Rent shall be paid to Owner within thirty (30) days of the Generation Commencement Date. Subsequent Production Term Rent shall be paid annually within thirty (30) days of the first day of each Lease Year. Notwithstanding any of the foregoing, Tenant shall have no further liability to make any payments of Development Term Rent, Construction Term Rent or Production Term Rent under this Agreement following its termination or expiration. If the first or last Lease Year is less than an entire calendar year, the Production Term Rent shall be prorated for the applicable portion of such Lease Year. Section 3.4 Restoration Term Rent. Tenant shall not owe any amounts to Owner as rent during the Restoration Term. Section 3.5 Payment Adjustments. If Owner owns less than the full surface estate in all or any part of the Property, all payments required hereunder shall be reduced to the proportion that Owner's interest in the Property bears to the full surface estate in the Property, or any portion thereof. Section 3.6 Crop Compensation, Pivot and Drip Irrigation, and CRP. Tenant shall use its commercially reasonable efforts to avoid damaging Owner's existing cultivated land, pastureland and pivot or drip irrigation systems ("Irrigation System") if located on the Property. If Tenant's development of the Project: (a) damages or destroys any of Owner's crops or saw -log timber on such cultivated land, then Tenant shall reimburse Owner the fair market value for the year in which the crop damage occurred, as established by Multi -Peril Insurance historic yields for the ten (10) previous years, for any damage to or displacement of Owner's cultivated crops on the Property caused by Tenant, (b) damages or destroys any of Owner's pasture land, then Tenant will reseed the affected areas with grasses and/or natural vegetation in accordance with the reasonable and customary standards in the area for restoring and reseeding pastureland, or (c) damages or 10 Page 397 of 551 causes Owner to relocate the Irrigation System, the Tenant shall reimburse Owner for the fair market value, for the year in which the crop damage occurred, of the cost to relocate, repair or replace the Irrigation System, whichever cost is less. If Owner is a party to a Conservation Reserve Program contract ("CRP Contract") with the U.S. Department of Agriculture pursuant to 7 C.F.R. Part 1410 regarding the Property, then Owner shall provide Tenant with a true and complete copy of such CRP Contract, together with all amendments and modifications, and if applicable, Tenant shall reimburse Owner for (a) any rental payments, or portion thereof, Owner would have received from the U.S. Department of Agriculture but for locating the Project on the Property, and (b) the penalties and interest, if any (including for any past payments received by Owner that must be repaid by Owner), assessed by, the U.S. Department of Agriculture as a result of the location of the Project on the Property. Owner shall cooperate with Tenant in completing and submitting documents to obtain any exemptions allowed under the Conservation Reserve Program for the use of the Project on the portions of the Property covered by a CRP Contract. Section 3.6 shall not apply to Owner's cultivated land, pastureland, and Irrigation System(s) existing after the Construction Commencement Date or notice to Owner thereof. Section 3.7 Payment Allocations. Tenant shall make all payments due under this Agreement to Owner as provided below: City of Waterloo 715 Mulberry St. Waterloo, IA 50703 % of each payment: 100% For the avoidance of doubt, Tenant's failure to make payments pursuant to this Section 3.7 shall not constitute an Event of Default, so long as payment is made to Owner at the address provided in the Basic Terms and Conditions. Owner acknowledges and agrees that payment of all sums due under this Agreement pursuant to this Section 3.7 shall satisfy all requirements for the payment of Rent and other sums required to be made by Tenant under this Agreement. ARTICLE 4 LEASE RIGHTS Section 4.1 Additional Lease Rights. If Tenant wishes to obtain from Owner one or more lease rights on, over, across, along and/or above any real property that is owned or controlled by Owner and adjacent to the Property (each, an "Additional Lease Right"), in connection with, for the benefit of and for purposes incidental to the Project, including the right to install and maintain on such other real property (i) transmission lines and facilities, both overhead and underground, which carry electrical energy to and/or from the Project, (ii) communications lines and facilities, both overhead and underground, which carry communications to and/or from the Project, and/or (iii) metering equipment, substations, switching stations, solar energy measurement equipment and control, maintenance and administration buildings that benefit the Project, then upon request Owner shall grant to Tenant such a lease right in such location or locations as Tenant may reasonably request, provided that Tenant shall agree to pay to Owner a fee consistent with the 11 Page 398 of 551 Production Term Rent for the number of acres subject to such Additional Lease Right in addition to all other amounts payable by Tenant to Owner hereunder. Section 4.2 Stand -Alone Lease Rights. Owner acknowledges that commercial operation of the Project may require, from time to time during the Project's existence, additional lease rights in favor of certain third parties on the Property and on the real property that is owned by Owner and adjacent to the Property. Accordingly, if the independent system operator with jurisdiction over the system in which the Project operates, the transmission system owner or operator to whose transmission lines the Project interconnects, the phone or other communications provider, or the off -taker to whom output and/or renewable energy credits from the Project is to be sold, determines that one or more separate, stand-alone lease (each, a "Stand -Alone Lease Right") on, over, across, along and/or above the Property and any real property that is owned by Owner and adjacent to the Property, including the right to install and maintain on the Property (i) transmission lines and facilities, both overhead and underground, which carry electrical energy to and/or from the Project, (ii) communications lines and facilities, both overhead and underground, which carry communications to and/or from the Project, and/or (iii) metering equipment, substations, switching stations, solar energy measurement equipment and control, maintenance and administration buildings that benefit the Project, is reasonably required for the efficient and/or safe operation of the Project, then upon request Owner shall grant to such third party such an lease right in such location or locations as such party may reasonably request, provided that such party shall agree to pay to Owner a reasonable fee agreed to by Owner in advance for such lease right in addition to all other amounts payable by Tenant to Owner hereunder. Section 4.3 Nature of Lease Rights, Additional Lease Rights and Stand -Alone Lease Rights. Each Lease Right, Additional Lease Right and Stand -Alone Lease Right (i) shall be in the nature of and similar to the Lease Rights granted to Tenant under Section 2.1 and shall be in a form reasonably acceptable to Tenant and Owner, such Affiliate or the grantee of such lease rights as applicable (which form shall at a minimum include lender protective provisions comparable to those included herein), (ii) shall be a lease right in favor of Tenant or such other holder of such lease right, and (iii) shall, upon the granting thereof, be included within the meaning of the term "Lease Rights", except where otherwise stated or where the context otherwise requires. Each Lease Right, Additional Lease Right and Stand -Alone Lease Right shall inure to the benefit of and be binding upon Owner and the holder of such Lease Right, Additional Lease Right or Stand - Alone Lease Right, as the case may be, and their respective successors and assigns, and all persons claiming under them. Section 4.4 Separate Storage Leases. If Tenant from time to time so requests and provided that no uncured Event of Default then exists under this Agreement, Owner shall promptly execute and deliver to Tenant or an Affiliate selected by Tenant one (1) or more separate, independent lease agreements for separate and distinct battery energy storage projects to be located on the Property, which separate, independent lease agreements shall be on substantially the same terms and in substantially the same form as this Agreement. 12 Page 399 of 551 ARTICLE 5 PERMITTED USE; RIGHTS OF PARTIES; DEVELOPMENT PROGRESS Section 5.1 Permitted Use. Tenant shall use the Property solely for solar energy purposes, and Tenant shall also have the exclusive right to use the Property for solar energy purposes. "Solar energy purposes" means converting solar energy into electrical energy, and collecting, storing and transmitting the electrical energy so converted, together with any and all other activities related thereto, including (i) determining the feasibility of solar energy conversion on the Property, including studies on solar irradiance, light direction and other meteorological data and extracting soil samples, and all other testing, studies or sampling desired by Tenant; (ii) constructing, installing, using, replacing, relocating, controlling and removing from time to time, and maintaining and operating the Project; and (iii) undertaking any other activities, whether accomplished by Tenant or a third party authorized by Tenant, that Tenant reasonably determines are necessary, useful or appropriate to accomplish any of the foregoing, including the right to erect, construct, reconstruct, replace, relocate, remove, control, maintain and use Transmission Facilities from time to time in connection with the Project. Section 5.2 No Required Construction or Production. Nothing contained in this Agreement shall be construed as requiring Tenant (i) to undertake construction or installation or to alter or remove any part of the Project on the Property or elsewhere except for those requirements contained in Section 6.6 hereof, (ii) to continue operation of any part of the Project from time to time located on the Property or elsewhere or (iii) to generate or sell any minimum or maximized amount of electrical energy from the Property; and the decision if, when and to what extent that such construction and generation will occur shall be solely in Tenant's discretion. Owner acknowledges that Tenant has made no representations or warranties to Owner, including any regarding development of, or the likelihood of power generation from, the Property. ARTICLE 6 TENANT'S OBLIGATIONS Section 6.1 Compliance with Law. In conducting its Operations on the Property, Tenant shall comply in all material respects with all Laws; however, Tenant may contest the validity or applicability of any Law (including any property tax) to Tenant, the Project, the Operations, or any other activity or property of Tenant or Tenant's Affiliate, by appropriate legal proceedings brought in the name of Tenant or in the names of both Tenant and Owner where appropriate or required. Any such contest or proceeding, including any initiated by Tenant and maintained in the name of Owner, shall be controlled and directed by Tenant, but in consultation with Owner and at no cost to Owner, excepting proceedings which arise due to Owner's violation of any law. Tenant agrees to promptly reimburse Owner for any costs or fees (including reasonable attorney's fees) incurred by Owner in connection with this Section. Section 6.2 Location of Project and Care and Appearance. Tenant shall notify and reasonably consult with Owner regarding the location of the Project on the Property prior to the Construction Commencement Date; provided however, (i) such consultation is advisory only, (ii) Tenant shall not be restricted in any way from exercising Tenant's rights hereunder as a result of such consultation, and (iii) Tenant shall not be required to obtain Owner's approval or consent to the location of any part of the Project. Tenant shall bury all wires, cables and lines on the 13 Page 400 of 551 Property that are required to be buried at least twenty-four inches (24") below the surface of the Property. If such wires, cables, or lines become exposed at the surface or are not buried at least twenty-four inches (24") below the surface regardless of the cause, Tenant shall take all actions necessary to cause the wires, cables, and lines to be buried at least twenty-four inches (24") below the surface of the Property. Where commercially feasible, Tenant agrees to (x) install all overhead lines along existing transmission or utility easements and (y) bury collection cables and fiber optic cables either underneath or alongside newly -constructed roads. Tenant shall keep the Property clean and free of debris created by Tenant, its contractors, or others entering the Property at the request of Tenant. Tenant shall not use the Property for storage except for materials, construction equipment and vehicles directly associated with construction or maintenance of the Project on the Property or adjacent lands that are part of the Project and Tenant shall have the right to designate for use in this regard during the construction and development process (or at any time thereafter) such laydown yards or areas as it shall determine to be appropriate given the then current nature of the Operations. Tenant shall take commercially reasonable steps to maintain the grass on the Property in compliance with the Owner's wildlife hazard management plan at Tenant's sole cost and expense. Section 6.3 Fences and Gates. Tenant shall have the right to remove fences, gates, and cattle guards, but only as reasonably necessary to accommodate the Project; however, upon Owner's reasonable request, Tenant shall maintain, repair or replace any fences, gates, or cattle guards, damaged or removed in connection with Tenant's activities. Any fences, gates, or cattle guards repaired or replaced by Tenant shall be in conformance with the quality and style of the fences, gates, and cattle guards existing on, or if none are on then nearby, the Property. Fences removed from locations within the Property where Tenant has determined removal is necessary to avoid interference with its Operations, if replaced, shall be rebuilt by Tenant at its expense in other mutually agreeable locations and sufficient to withstand Tenant's uses for the Operations and of not less than the same style and quality installed by Owner elsewhere on the Property. Once completed, all replacement fences, gates and cattle guards shall be owned and maintained by Owner. If Tenant makes a new entrance through any existing fence, Tenant shall install a cattle guard sufficient to withstand Tenant's uses for the Operations and of not less than the same style and quality installed by Owner elsewhere on the Property. Tenant will reseed areas cleared by Tenant and used for lay -down or storage areas with the same types of grasses or crops found on adjacent tracts if Owner reasonably requests such reseeding. Section 6.4 Operations. During the Development Term, Tenant may access the Property following prior notice to the Owner (which notice may be oral), except in the event of an emergency, where no prior notice shall be required. During the Construction Term and the Production Term, Tenant shall have access to the Property twenty-four (24) hours a day, seven (7) days a week, without prior notice to Owner. Tenant and all Tenant personnel, and all personnel of third parties authorized to enter the Property by Tenant, shall follow the following rules while on the Property. Any individual who commits a third violation of these rules after receipt of written warning from Owner, may be fined in an amount not to exceed $500.00 per violation for each violation of these rules after receipt of written warning from Owner for the first and second violations. 14 Page 401 of 551 (a) All access gates shall remain padlocked at all times when not in use; all access gates, as well as all interior gates, shall remain closed at all times when not in use. (b) All personnel shall minimize, to the extent reasonably possible, the creation of dust and the introduction of noxious plants or vegetation to the Property. (c) At no time shall any of employees of Tenant, or any third parties authorized to enter the Property by Tenant bring any of the following onto the Property: (i) Weapons of any type, including but not limited to, guns, bows and arrows, or sling shots. (ii) Animal calling devices. (iii) Fishing equipment or nets. (iv) Dogs, cats or any other animals. (v) Alcoholic beverages. (vi) Illegal drugs or related paraphernalia. (d) Smoking is prohibited except in designated construction areas and in vehicles. Tenant will employ prudent precautions to prevent fires, including avoiding the build- up of plant material under vehicles. In the event a grass fire is started, Owner shall be promptly notified, as well as emergency personnel if necessary. Tenant agrees to pay to Owner a reasonable fee per acre for fire damage but not less than $50.00 per acre for fire damage to existing crops and/or pasture land (whether located on the Property or adjacent lands owned by Owner) that is caused by Tenant, its employees, contractors, agents or any individual allowed onto the Property by Tenant. Such payment shall be due and payable within thirty (30) days of such fire. Such payment shall in no way limit or waive Owner's right to obtain payment for fire damage to animals, structures, equipment or other things located on the Property, or lands adjacent to the Property. (e) Tenant shall keep the Property clean and free of all trash and litter which may emanate from Tenant or its employees, agents, contractors or invitees operations on the Property, and if Tenant does not do so within ten (10) days after written notice from Owner, Tenant agrees to pay Owner's reasonable costs of picking up such litter and trash either on the Property or adjacent lands. Under no circumstances will Tenant bury or burn any trash, debris or foreign material of any nature on the Property. (f) Tenant, its employees, contractors, agents and any individual allowed onto the Property by Tenant shall not bury, dump, spill or discharge any Hazardous Materials (as defined in Section 10.2), gasoline, oil, hydraulic fluid, fuel, paint or other foreign, toxic, or other waste substances on the Property. (g) No wood, plants, animals (dead or alive), artifact or any other item that was not originally brought onto the Property by Tenant's personnel will be removed from the Property. 15 Page 402 of 551 (h) The following speed limits shall be strictly observed while using roads on the Property: thirty-five (35) miles per hour during daylight; twenty-five (25) miles per hour after dark. Section 6.5 Payment of Claims. Tenant shall pay, when due, all claims for labor or materials furnished to or for Tenant at the Property, which claims are secured by any mechanic's or materialmen's lien against the Property; however, Tenant may contest such claims by appropriate legal proceedings brought in the name of Tenant or in the names of both Tenant and Owner where appropriate or required, so long as Tenant pays and satisfies any adverse judgment that may be rendered thereon before the enforcement thereof. Any such contest or proceeding, including any maintained in the name of Owner, shall be controlled and directed by Tenant. Section 6.6 Restoration. Subject to the rights of Lenders upon termination of this Agreement as provided herein, and subject to the rights of Lease Right holders as provided in Article 4, during the Restoration Term, Tenant shall complete the Restoration Obligations; provided however, the Restoration Obligations shall not include the replanting of trees, removing of access roads or regrading to existing conditions, and Tenant shall only be required to remove any part of the Project located beneath the surface of the land (such as, without limitation, footings and foundations) to a depth of twenty-four (24) inches below the surface of the land. Nothing contained in this Section shall be construed as precluding Tenant from taking any of the foregoing actions at any time during the Development Term, the Construction Term, or the Production Term. No less than thirty (30) days prior to the commencement of the Restoration Term, Tenant shall provide to Owner and maintain during the remainder of the Term one or more performance bonds, letters of credit, or another form of financial security in such type and amount determined in the Tenant's discretion, in each case in form and substance to secure Tenant's completion of the Restoration Obligations. The amount of any financial security maintained by Tenant pursuant to the prior sentence shall be reduced by the scrap and salvage value of the Project. In the event any federal, state, county or local governmental authority with jurisdiction over the Project or the Property requires bonding or other security securing decommissioning and the Restoration Obligations, then Tenant's satisfaction of those requirements shall satisfy all bonding or other security requirements under this Section 6.6. No less than thirty (30) days prior to the commencement of the Restoration Term, Tenant shall provide to Owner a decommissioning plan for Tenant's satisfaction of the Restoration Obligations. Section 6.7 Taxes. Tenant shall pay prior to delinquency any property taxes levied and assessed by any governmental authority upon any part of the Project placed on the Property by Tenant. Owner shall pay when due any taxes attributable to (a) improvements or facilities installed by Owner or others (excluding Tenant) on the Property and (b) the underlying value of the Property; provided, however, that if, following the Construction Commencement Date, the taxes against the underlying value of the Property are increased by reason of a change of use determination by a taxing entity (including roll -back taxes assessed up to five (5) years after termination or expiration of this Agreement, provided Owner uses good faith efforts to obtain agricultural exemptions, if applicable, during such time) or increased assessment of the Property resulting from Tenant's Operations or any part of the Project thereon, then Tenant shall pay the entire amount of such increase so attributable. Owner and Tenant agree that during the Development Term hereof, no change in Owner's agricultural activities on the Property is required 16 Page 403 of 551 by this Agreement. Owner shall submit any real property tax bill regarding the Property and/or the Project (and any other communication from any government authority regarding the same) to Tenant within thirty (30) days after Owner's receipt thereof from the taxing authority. If any taxes payable by Tenant hereunder are levied or assessed in the name of Owner as part of the real property taxes payable by Owner, then, within thirty (30) days after Owner submits the real property tax bill to Tenant, Tenant shall reimburse Owner for all such taxes payable by Tenant hereunder. Tenant's obligations hereunder are subject to Tenant's right to contest pursuant to Section 6.1 and hereunder. Tenant shall have the right, in its sole discretion, to contest by legal proceedings (which may be brought in the name(s) of Owner and/or Tenant where appropriate or required), the validity or amount of any assessments or taxes for which Tenant is responsible hereunder. Owner shall in all respects cooperate with Tenant in any such contest. ARTICLE 7 OWNER'S OBLIGATIONS Section 7.1 No Interference. (a) Among the Lease Rights granted and conveyed by Owner to Tenant is the exclusive right to the flow of sunshine and solar irradiation to and across the Property. Owner covenants that neither Owner nor any other Person (other than Tenant and Persons claiming through or under Tenant) shall obstruct or interfere with such Lease Right for the free flow of sunshine and solar irradiation throughout the entire area of the Property ("Irradiation Lease Right"), which shall consist of horizontally three hundred and sixty degrees (360°) from each point within the Property where the Project is or may be located at any time or from time to time to the boundaries of the Property, and vertically through all space above the surface of the Property. (b) Accordingly, neither Owner's activities nor the exercise of any rights hereafter given or granted by Owner to any other Person (whether exercised on the Property or elsewhere), shall materially interfere with Tenant's then -existing lease or other rights relating to (i) access by Tenant or its Affiliates or contractors to the Property or any lands in the vicinity of the Property used by Tenant in the Operations associated with the Project, (ii) Operations of Tenant or its Affiliates or contractors on the Property or on any lands owned by Owner in the vicinity of the Property, (iii) the exercise of Tenant's rights under this Agreement, or (iv) the undertaking of any other activities permitted by Tenant hereunder. (c) Without limiting the generality of the foregoing, for so long as this Agreement is in effect, Owner covenants that, to ensure the Irradiation Lease Right referenced in Section 7.1(a), neither Owner nor any other Person that has obtained rights either from Owner or any party claiming, directly or indirectly, under Owner, shall interfere with solar irradiation or light direction over the entire Property or any lands owned or controlled by Owner in the vicinity of the Property on which Tenant or any Affiliate thereof owns, leases, operates or maintains Solarpower Facilities, and Owner shall not plant trees or construct buildings or other improvements that will adversely affect the full Irradiation Lease Right, or engage in any other activity on the Property or elsewhere, that might cause a decrease in the output or efficiency of any of the Solarpower Facilities. The parties acknowledge and agree that the grant of the Irradiation Lease Right and the covenants by Owner contained in this Agreement are a material inducement for Tenant to enter into this Agreement, and each of the parties acknowledge and 17 Page 404 of 551 recognize that a violation of the terms hereof will cause irreparable damage to Tenant and Tenant may have no adequate remedy at law for such violation. Accordingly, each of the parties agrees that Tenant shall be entitled, as a matter of right, to an injunction from any court of competent jurisdiction restraining any violation of such covenants and to specifically enforce Tenant's exclusive right to the Irradiation Lease Right. This right to injunctive relief will be cumulative and in addition to whatever remedies Tenant may otherwise have at law. (d) In the event that Owner becomes a party to an oil and gas lease or sub- surface agreement or mineral interest lease or sub -surface agreement affecting the Property that is executed after the date hereof, Owner agrees to include surface use provisions in such oil and gas or mineral interest lease or surface agreement substantially as follows: Lessee agrees that its lease is subordinate and subject to all leases, lease rights and easements that are of record as of the date of this Lease. Further, lessee covenants and agrees that lessee shall take all reasonable actions to accommodate the use of the surface of the leased property by the surface owner or other persons or entities having rights of use of the surface of the leased property, regardless of whether such uses or rights of use arise before or after the date of this lease. Lessee shall not have the right to damage, relocate, or remove any surface structure or improvement, without the express written consent of the owner of such structure or improvement, regardless of when such surface structure or improvement was constructed or installed. Lessee acknowledges that lessor and third parties ("Energy Tenant, " whether one or more) may execute one or more agreements, contracts, leases, or easements affecting the leased property authorizing the operation of solar power projects for generating electricity and related facilities on the leased property. Lessee agrees to fully cooperate with any Energy Tenant with regard to the use of the leased property. Lessee agrees to fully compensate any Energy Tenant for any damage caused by lessee to the facilities or property of such Energy Tenant. Lessee shall not drill any well or perform any subsurface activity within 300 feet of any solar power generating unit located on the leased property. Section 7.2 Compliance with Obligations. Owner shall comply on a timely basis with all of its legal and contractual obligations with respect to the Property, including the payment before delinquency of property taxes that are attributable to the underlying value of the Property or improvements thereon not owned by Tenant. If Owner fails to do so, then, without limitation upon any other rights or remedies that Tenant may have at law or in equity, Tenant may (but shall not be obligated to) pay or otherwise satisfy any unpaid property taxes or other obligations of Owner which, if left unsatisfied, could delay, interfere with, impair or prevent Operations or the exercise of any of Tenant's other rights under this Agreement, or the financing of the Project; and Tenant shall thereupon be subrogated to the rights of the obligee of such obligations. Without limitation on any other rights or remedies available to Tenant, any sums so expended by Tenant shall, at Tenant's election, either be (i) immediately reimbursed to Tenant by Owner or (ii) offset against any Rent or other amounts then or thereafter due and payable to Owner under this Agreement. 18 Page 405 of 551 Section 7.3 Rights of Third Parties. (a) From and after the Effective Date, any right, title or interest created by Owner in favor of or granted to any third party shall be subject to (i) this Agreement and all of Tenant's rights, title and interests created hereby, (ii) any Lender's Lien then in existence on the leasehold estate created by this Agreement, (iii) Tenant's right to create a Lender's Lien and (iv) any and all documents executed or to be executed by Tenant in connection with this Agreement. (b) If at any time during the Term any Encumbrance to Owner's title to the Property which was created prior to the Effective Date is found, exists or is claimed to exist against the Property or any portion thereof, creates rights superior to those of Tenant, and Tenant in its sole discretion determines that the existence, use, operation, implementation or exercise of such Encumbrance could delay, interfere with, impair or prevent Operations or the exercise of any of Tenant's other rights under this Agreement or the financing of the Project, Tenant shall be entitled to seek to obtain a subordination, non -disturbance agreement, consent or other agreement, including a recognition agreement in favor of any Lender (in a form and containing provisions reasonably acceptable to Tenant or its Lenders) from the holder of such Encumbrance that will eliminate such risks for the benefit of Tenant, and Owner shall use its best efforts to assist Tenant in connection therewith. Section 7.4 No Ownership Rights. Owner acknowledges and agrees that (i) Tenant is and shall remain the exclusive owner and operator of the Project, which is Tenant's personal property and which shall not be deemed a fixture, (ii) Owner has no right or interest in or to the Project, (iii) Owner may not sell, lease, assign, mortgage, pledge or otherwise transfer, alienate or encumber the Project with the fee interest or leasehold or other rights in or to the Property or otherwise; and (iv) notwithstanding anything to the contrary herein, Tenant has the right to remove the Project and its other personal property from the Property at any time and from time to time, including upon the expiration or earlier termination of this Agreement, in accordance with Section 6.6. Without limiting the generality of the foregoing, Owner hereby waives any statutory or common law lien that it might otherwise have in or to the Project or any part thereof. Any and all solar resource data collected by or on behalf of Tenant after the Effective Date is the sole property of Tenant. The solar resource data shall be Confidential Information. Section 7.5 Cooperation. (a) Owner shall fully support and cooperate (and shall use reasonable efforts to cause any other Person with any other right, title or interest in the Property to cooperate) with Tenant in the conduct of its construction and Operations and in otherwise giving effect to the purpose and intent of this Agreement, including in Tenant's efforts to obtain from any governmental authority or any other Person any environmental impact review, permit, entitlement, approval, authorization or other rights necessary or convenient in connection with construction and Operations; and Owner shall (and shall use reasonable efforts to cause any such other Person to) promptly upon request, without demanding additional consideration therefor, execute, and, if appropriate, cause to be acknowledged and recorded, any map, application, permit or document that is reasonably requested by Tenant in connection therewith (as well as any amendment to this 19 Page 406 of 551 Agreement or any recordable memorandum executed in connection herewith for purposes of correcting or replacing property descriptions based on surveys or other relevant information obtained after the Effective Date, or making other non -substantive corrections, additions or substitutions). Without limiting the generality of the foregoing, in connection with any application by Tenant for a governmental permit, approval, authorization, entitlement or other consent, Owner agrees (and shall use reasonable efforts to cause any such other Person to agree) not to oppose, in any way, whether directly or indirectly, any such application or approval at any administrative, judicial or legislative level. Further, in the event of legal proceedings related to Tenant's use of the Property after the Effective Date, except those arising out of the interpretation and/or enforcement of the Agreement, Owner shall, in all respects, fully cooperate with Tenant in any such proceeding. Owner agrees that Tenant may provide the Memorandum of Lease Agreement in lieu of any affidavit by Owner or other form of Owner's consent (whether oral or written) that may be requested or required in connection with Tenant's efforts to obtain any environmental impact review, permit, entitlement, approval, authorization, agreement or other rights necessary or convenient in Tenant's discretion for the Project. (b) Owner shall, promptly after the Effective Date, make available to Tenant copies of any and all surveys that relate to the Property (to the extent such information relates directly to the proposed Project) to the extent that the same are in Owner's possession or under its control. Upon request from Tenant, Owner shall cooperate with Tenant's efforts to obtain subordination and/or non-interference agreements with the holders of any mineral interests or other parties having any surface rights to the Property. Owner shall provide Tenant with all information in Owner's possession reasonably required by Tenant to make contacts with such holders and to negotiate such agreements, including the names, addresses and phone numbers of contact persons and the locations of any other holder's or party's equipment, improvements, or facilities located or proposed to be located on the Property. (c) Owner shall cooperate with Tenant in its development of the Project by avoiding the pasturing of animals on or near portions of the Property at which Tenant's construction, removal, maintenance or other similar activities are occurring. (d) Owner shall not obstruct passage along, into or from any road or area within the Property that is accessed in connection with the Operations, except that Owner may fence and gate such areas and gate roads if it provides the keys or combinations to Tenant for any gate locks. (e) Prior to the Construction Commencement Date, Owner shall remove any tangible personal property (e.g. goods, equipment, inventory, vehicles, trailers, farm implements, farm animals, parts/accessories, barrels/containers, discard/rubbish materials, etc.) from the Property. Section 7.6 Setback Waiver. To the extent that (i) Owner now or in the future owns or leases any land adjacent to the Property, or (ii) Tenant or any Affiliate thereof owns, leases or holds an easement over land adjacent to the Property and has installed or constructed or desires to install or construct any part of the Project on said land at and/or near the common boundary between the Property and said land, Owner hereby waives any and all setbacks and setback requirements, whether imposed by law or by any Person, including any setback requirements 20 Page 407 of 551 described in any applicable zoning ordinance or in any governmental entitlement or permit heretofore or hereafter issued to Tenant or such Affiliate. Further, if so requested by Tenant or any such Affiliate, Owner shall promptly, without demanding additional consideration thereof, execute, and if appropriate cause to be acknowledged and recorded, any setback waiver, setback elimination or other document or instrument required by any governmental authority or that Tenant or such Affiliate deems necessary or convenient to the obtaining of any entitlement or permit. Section 7.7 Confidentiality. Subject to any duties imposed by law by reason of recordation of the Memorandum of Lease Agreement, Owner shall hold in confidence, and shall require its principals, officers, employees, representatives and agents to hold in confidence, for the sole benefit of Tenant, (i) any accountings, (ii) all information pertaining to the Rent and to calculation of Rent payments (including the sale price of power), (iii) any other financial information provided by or on behalf of Tenant, (iv) any books, records, computer printouts, product designs or information regarding Tenant or an Affiliate thereof and (v) any information regarding resource assessment, energy output or availability from Operations on the Property (collectively, "Confidential Information"), whether disclosed by Tenant or an Affiliate thereof or discovered by Owner, unless such Confidential Information either (i) is in the public domain by reason of prior publication through no act or omission of Owner or its principals, officers, employees, representatives or agents, or (ii) was already known to Owner at the time of disclosure and which Owner is free to use or disclose without breach of any obligation to any Person. Owner shall not use any such Confidential Information for its own benefit, publish or otherwise disclose such Confidential Information to others, or permit the use of such Confidential Information by others for their benefit or to the detriment of Tenant. Notwithstanding the foregoing, Owner may disclose such information to (1) Owner's lenders, attorneys, accountants and other personal financial advisors, or (2) any prospective purchaser of the Property; provided that in making such disclosure Owner advises the party receiving the information of the confidentiality thereof and obtains the agreement of said party to abide by the confidentiality provisions above, and Owner shall be responsible to Tenant for any failure of any such third party to do so. Owner may also disclose such information pursuant to any lawful subpoena or court order, in which case Owner shall give Tenant sufficient advance notice of such proceedings to allow Tenant to oppose the issuance of the same (or, if this is not possible, as much notice as is practicable). Section 7.8 Division of Lease. If Tenant from time to time so requests and provided that no uncured Event of Default then exists under this Agreement, Owner shall promptly divide the Agreement into two (2) or more separate, independent agreements for separate and distinct solar power projects by entering into two or more new agreements that provide Tenant with separate leasehold rights to different portions of the Property, as designated by Tenant. Each of such new agreements shall (i) contain the same terms and conditions as this Agreement (except for any requirements that have been fulfilled by Tenant prior to the execution of such new agreements), (ii) be for a term equal to the remaining Term, (iii) contain a grant to Tenant of rights similar to the Lease Rights, covering such portion or portions of the overall Property as Tenant may designate, (iv) require payment to Owner of only a proportionate amount of Rent, and (v) enjoy the same priority as this Agreement over any Encumbrance created by Owner. Further, in the event of an uncured Event of Default (as defined below) by the Tenant under any such new agreement, such default shall not affect, or cause a termination of, this Agreement or any other separate new agreement. 21 Page 408 of 551 Section 7.9 Estoppel Certificates. Owner shall, within twenty (20) days after request by Tenant or any Lender, execute and deliver an estoppel certificate substantially in the form of Exhibit D, attached hereto, (i) certifying (if true) that this Agreement is in full force and effect and has not been modified, (ii) certifying (if true) that to the best of Owner's knowledge there are no uncured Events of Default hereunder, and no condition or event exists which, with the passage of time, would become an Event of Default (or, if any uncured Events of Default or any such conditions or events exist, stating with particularity the nature thereof), (iii) certifying the status of any conditions subsequent provided in this Agreement and (iv) containing any other certifications as may reasonably be requested. Any such statements may be conclusively relied upon by Tenant and any existing or proposed Lender. The failure of Owner to deliver any estoppel certificate within such time shall be conclusive upon Owner that (i) this Agreement is in full force and effect and has not been modified, (ii) there are no uncured Events of Default by Tenant hereunder, and no conditions or events exist which, with the passage of time, would become an Event of Default, (iii) any conditions subsequent set forth in this Agreement have been satisfied (except to the extent that such satisfaction, by the terms of this Agreement, is not due to occur until a future date) and (iv) the other certifications so requested are in fact true and correct. Section 7.10 Representations and Warranties of Owner. Owner hereby represents and warrants to Tenant that, as of the Effective Date: (a) (i) Owner is the sole fee owner of the Property (or the lesser interest designated in the Basic Terms and Conditions, as the case may be), and Owner's ownership interest is subject to no Encumbrances or any agreements that could affect Tenant's use, possession or occupancy of the Property except those filed in the Real Property Records and those unrecorded tenancies, lease agreements, claims of lease, or other occupancies or rights of Possession as enumerated in Exhibit B hereto, true and correct copies of which have been provided to Tenant, (ii) each Person signing this Agreement on behalf of Owner is authorized to do so, (iii) Owner has the full and unrestricted legal power, right and authority to enter into this Agreement, to grant the Lease and the Lease Rights to Tenant and to perform its obligations hereunder, (iv) no other Person (including any spouse) is required to join in this Agreement in order for the same to be fully enforceable by Tenant and for Tenant to enjoy all the rights and benefits accorded to it hereunder, (v) this Agreement, the Lease and the Lease Rights are and will be in full force and effect, without the necessity of any consent of or joinder herein by any other Person, (vi) this Agreement constitutes the valid and binding obligation of Owner, and is enforceable in accordance with its terms and (vii) Owner is not the subject of any bankruptcy, insolvency or probate proceeding. (b) To the best of Owner's knowledge, neither this Agreement nor the Property or any portion thereof is in violation of any Law. Each parcel of the Property is a separate legal parcel which may be developed, leased and financed in compliance with applicable subdivision laws and all local ordinances adopted pursuant thereto. (c) To the best of Owner's knowledge, there are no pending or threatened actions, suits, claims, legal proceedings or any other proceedings affecting or that could affect the Property or any portion thereof, at law or in equity, before any court or governmental agency. 22 Page 409 of 551 (d) To the best of Owner's knowledge, there are no commitments or agreements with any governmental agency or public or private utility affecting the Property or any portion thereof that have not been disclosed by Owner to Tenant and listed on Exhibit B hereto. (e) To the best of Owner's knowledge, there are no other material adverse facts or conditions relating to the Property or any portion thereof that could delay, interfere with, impair or prevent Operations or the exercise of any of Tenant's other rights under this Agreement, the Lease or the Lease Rights, or the financing of the Project. (f) To the best of Owner's knowledge, the Property is not enrolled in any and does not benefit from any tax abatements, reduced tax assessments, or other tax programs that are reasonably expected to be lost as a result of the construction and operation of the Project on the Property, resulting in an increase in taxes assessed against the Property. ARTICLE 8 DEFAULT; REMEDIES; PROTECTION OF LENDERS Section 8.1 Default. (a) Except as qualified by Section 8.2 and 8.4, if Tenant fails to perform its obligations hereunder (an "Event of Default"), then Owner shall have the right to seek actual monetary damages, specific performance, and/or injunctive relief if Tenant shall have failed to cure such Event of Default, within thirty (30) days in the case of a Monetary Default or within one hundred twenty (120) days in the case of a Non -Monetary Default, after Tenant has received written notice from Owner stating with particularity the nature and extent of such Event of Default and each Lender has received a duplicate copy of such notice as required by Section 8.4 (a "Notice of Default"); provided, however, that, in the case of a Non -Monetary Default, if the nature or extent of the obligation or obligations is such that more than one hundred twenty (120) days are required in the exercise of commercially reasonable diligence for performance of such obligation(s), then Tenant shall not be in default if Tenant commences such performance within such one hundred twenty (120) day period and thereafter pursues the same to completion with commercially reasonable diligence. For purposes hereof, a "Monetary Default" means an Event of Default consisting of the failure to pay when due any Rent or other monetary obligation of Tenant to Owner under this Agreement and any other Event of Default is sometimes referred to herein as a "Non -Monetary Default." (b) Owner's failure to perform any one of the following shall constitute an event of default of Owner ("Owner Event of Default"): (i) failure of any representation or warranty made by Owner in this Agreement to be true and correct in all material respects at any time during the Term, or (ii) the failure to comply with any provision of this Agreement, and such failure shall continue uncured for thirty (30) days after notice thereof by Tenant, provided that Owner is using commercially reasonable efforts to pursue such cure and provided, further, if such failure is not capable of being cured within such period of thirty (30) days with the exercise of reasonable diligence, then such cure period shall be extended for an additional reasonable period of time so long as Owner is exercising commercially reasonable efforts to cure such failure. Upon the occurrence and during the continuation of an Owner Event of Default, Tenant: (i) shall have 23 Page 410 of 551 the right to pursue any and all remedies under this Agreement, at law or in equity and (ii) may terminate this Agreement. Section 8.2 Owner's Right to Terminate for Monetary Default. (a) If and only if a Monetary Default shall occur, and such Monetary Default is not disputed in good faith by Tenant or a Lender through implementation of the escrow described in (b) below, then notwithstanding anything to the contrary contained in this Agreement, Owner may terminate this Agreement while such Monetary Default is still continuing if both of the following occur: (i) Tenant fails to cure the Monetary Default within thirty (30) days after receipt of the written Notice of Default from Owner (with a simultaneous duplicate copy to each Lender as set forth in Section 8.1(a) and Section 8.4), and then Tenant fails to cure the Monetary Default within thirty (30) days after receipt of a second Notice of Default from Owner (with a simultaneous duplicate copy to each Lender), which states in 14 point bold and all capitalized print at the top of the first page of the Notice of Default: NOTICE OF DEFAULT: FAILURE TO RESPOND COULD RESULT IN TERMINATION OF LEASE, and (ii) all Lenders fail to cure the Monetary Default within the forty five (45) day period permitted to them after receipt of their duplicate Notice of Default, all pursuant to Section 8.4. (b) If Owner alleges that a Monetary Default has occurred but Tenant or any Lender, in good faith, disputes Owner's contention, Tenant or such Lender may deposit the amount in controversy in escrow with any reputable third party escrow agent, or may interplead the same, which amount shall remain undistributed until final, non -appealable decision by a court of competent jurisdiction or agreement of the parties. Section 8.3 Limitation on Remedies. Notwithstanding any other provision of this Agreement or any rights or remedies which Owner might otherwise have at law or in equity, at all times after the Construction Commencement Date, Owner shall not (and hereby waives the right to) seek or commence any action or proceeding involving ejectment, eviction, removal of the Project from the Property, or any other similar remedy or rescission or reformation of this Agreement, and Owner shall be limited to the remedies authorized in Section 8.1 and 8_2 based on the type of Event of Default (Monetary or Non -Monetary); to be clear, Owner may only terminate this Agreement for uncured Monetary Default in accordance with Section 8.2. The rights and remedies of Owner set forth in this Section 8.3 are exclusive and Owner shall have no other remedies at law or equity or otherwise upon a Tenant default except as set forth herein. Each of the parties hereby waives any right to recover consequential damages, indirect or special damages or lost profits. Section 8.4 Protection of Lenders. 24 Page 411 of 551 (a) If Tenant has assigned, hypothecated, mortgaged or pledged all or any portion of its right, title or interest under this Agreement, in the Lease, in the Lease Rights and/or in any portion of the Project, it shall promptly give notice of the same (including the address of the Lender) to Owner, together with a general description of the interest transferred; provided, however that the failure to give such notice shall not constitute a default or Event of Default under this Agreement but rather shall only have the effect that Owner shall not be required to recognize or be bound by such assignment, hypothecation, mortgage or pledge (and all notice and other requirements in this Article 8 benefiting such Lender shall accordingly be inapplicable to Owner) until such notice shall have been given. (b) Every Lender shall have the right, but not the obligation, (i) to make any payments due under this Agreement, and (ii) to do any other act or thing that may be necessary or appropriate to be done in the performance and observance of the terms hereof. All payments so made and all things so done and performed by any Lender shall be as effective to prevent or cure any Event of Default under this Agreement as they would have been if made, done and performed by Tenant, and Owner agrees to accept such performance, payment and cure. Owner agrees to accept such payment and performance, and authorizes the performing Lender (or its employees, agents, representatives or contractors) to enter upon the Property to complete such performance with all the rights, privileges and obligations of Tenant hereunder. (c) Owner agrees for the benefit of each Lender that it will not, without the prior consent of such Lender (which consent shall be given or withheld on the basis of the documents governing the relationship between such Lender and Tenant): (i) amend or modify, or take any action causing, consenting to or accepting the amendment or modification of this Agreement, if such amendment or modification would reduce the rights or remedies of such Lender hereunder or impair or reduce the security for any Lender's Lien, (ii) by agreement with Tenant, cancel, terminate or suspend this Agreement, the Lease or the Lease Rights or (iii) take any action causing, consenting to or accepting the cancellation, termination or suspension of this Agreement, the Lease or the Lease Rights. (d) Owner shall deliver to each Lender a duplicate copy of any and all Notices of Default that Owner may from time to time deliver to Tenant, and such copies shall be delivered to each such Lender at the same time such Notices of Default are delivered to Tenant. Failure to serve a copy of any such Notice of Default to any Lender shall render the Notice of Default to Tenant ineffective. (e) Upon Tenant's failure to cure any Event of Default within the time provided in Section 8.1, the Lenders shall have an additional forty five (45) days (running concurrently for each Lender) after the expiration of the time provided in Section 8.1 and Section 8.2 to cure such Event of Default. However, if such Event of Default is a Non -Monetary Default and cannot, in the exercise of commercially reasonable diligence, be cured within such additional forty-five (45) day period, then such Lenders shall have such additional time (running concurrently for each Lender) to cure such Event of Default as may be reasonably necessary using commercially reasonable diligence. Any Non -Monetary Default that cannot be cured by such Lenders shall nevertheless be deemed to have been cured and remedied if (i) on or before forty five (45) days after receiving the Notice of Default from Owner, any such Lender shall have acquired Tenant's 25 Page 412 of 551 then -remaining right, title and interest in the Property, or shall have commenced foreclosure or other appropriate proceedings for such purposes and shall be prosecuting such proceedings to completion with commercially reasonable diligence, (ii) any such Lender shall have fully cured within such forty five (45) day period any failure to perform any monetary obligations of Tenant hereunder and shall thereafter continue to perform such monetary obligations, and (iii) after obtaining Tenant's then -remaining right, title and interest in the Property, any such Lender commences performance of the non -monetary obligations of Tenant hereunder and thereafter pursues the same to completion with commercially reasonable diligence. All rights of Owner to terminate this Agreement as a result of the occurrence of a Monetary Default hereunder shall be expressly conditioned upon (i) each such Lender having first received a copy of the Notice of Default as and when provided in Section 8.4(d) and (ii) such Lenders having together failed to cure the Event of Default (or, in the case of a Non -Monetary Default, acquire possession of the Property or commence foreclosure or other appropriate proceedings) as set forth, and within the time specified, in this Section 8.4(e). (f) If any such Lender is prohibited by any process or injunction issued by, or by reason of any action of, any court having jurisdiction over any bankruptcy, reorganization, insolvency or other debtor -relief proceeding from commencing or prosecuting foreclosure or other appropriate proceedings, then the times specified in Section 8.4(e) for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition; provided, however, that such Lender (or another Lender) shall have fully cured, within the time specified in Section 8.4(e), any failure to perform any monetary obligations of Tenant hereunder, and shall thereafter continue to perform such monetary obligations when and as due hereunder. (g) The transfer of Tenant's interest under this Agreement to any Lender and/or to one or more purchasers or tenants (i) at a foreclosure sale by judicial or nonjudicial foreclosure and sale, (ii) by a conveyance by Tenant in lieu of foreclosure or (iii) by any other assignment or conveyance, including by a Lender following foreclosure and sale, or as a result of any other legal proceeding, shall not require the consent of Owner, provided that such Lender and/or purchaser shall provide written notice to Owner of the transfer of Tenant's interest under this Agreement not later than thirty (30) days thereafter, and Owner agrees that upon such foreclosure, sale, conveyance, assignment or other proceeding, Owner shall recognize such Lender or such other purchaser(s) or Tenant(s) as the successor to Tenant under this Agreement; provided, however, that, subject to Section 8.4(i), such Lender or such purchaser or Tenant assumes the obligations of Tenant under this Agreement and pays all amounts in arrears due from Tenant to Owner hereunder. (h) Neither the bankruptcy nor the insolvency of Tenant shall be grounds for terminating this Agreement. If this Agreement is rejected by a trustee or debtor -in -possession in any bankruptcy or insolvency proceeding, or if this Agreement is terminated for any reason in connection therewith, and if, within sixty (60) days after receiving notice of such rejection or termination, any Lender shall so request, then, so long as such Lender has cured any Monetary Default and is making commercially reasonable efforts to cure any Non -Monetary Default as provided herein, Owner shall execute and deliver to such Lender or its designee a new agreement, which new agreement shall (i) be on the same terms and conditions as this Agreement (except for any requirements that have been fulfilled by Tenant prior to rejection or termination of this Agreement), (ii) be for a term equal to the remaining Term before giving effect to such rejection 26 Page 413 of 551 or termination, (iii) contain a lease of the portion of the Property in which such Lender had an interest on the date of such rejection or termination, (iv) contain a grant to the Lender of lease rights similar to the Lease Rights, covering such portion or portions of the overall Property as such Lender may designate, (v) require payment to Owner of only a proportionate amount of Rent, (vi) enjoy the same priority as this Agreement over any lien, Encumbrance or other interest created by Owner, and (vii) be executed within thirty (30) days after receipt by Owner of notice of the Lender's election to enter into a new agreement. (i) No Lender shall have any duty, obligation or liability under this Agreement prior to the time of its entry into physical possession of the Property or its commencement of performance of Tenant's obligations under this Agreement or under a new agreement entered into as provided in Section 8.4(h). If a Lender elects to perform Tenant's obligations under this Agreement or to enter into a new agreement as provided in Section 8.4(h), then such Lender shall not have any personal liability to Owner for the performance of such obligations, and the sole recourse of Owner in seeking the enforcement of such obligations shall be to such Lender's interest in the Project and under this Agreement. If a Lender assigns its interest in this Agreement or in a new agreement entered into pursuant to Section 8.4(h) to any Person, then, provided that such assignee assumes the obligations of Tenant (or such Lender, as the case may be) under this Agreement, such Lender shall be released from any further liability hereunder. (j) There shall be no merger of the Lease or the Lease Rights, or of the leasehold estate or interest created thereby, with the fee estate in the Property by reason of the fact that the Lease, the Lease Rights or said leasehold estate may be held, directly or indirectly, by or for the account of any Person who owns such fee estate or any interest therein, and no such merger shall occur unless and until all persons then having an interest in such fee estate and all persons (including any Lender) then having an interest in or under the Lease or the Lease Rights, shall join in a written instrument effecting such merger and duly record the same. (k) Without limitation as to Tenant's rights under Section 7.3(b), if there is an existing deed of trust, mortgage or similar security instrument or Encumbrance creating a lien against the Property (each a "Mortgage"), Owner agrees to promptly obtain from the holder of each such Mortgage (each, a "Mortgagee"), an executed subordination and non -disturbance agreement (an "SNDA") assuring Tenant, any holder of a sub -easement and/or a sublease, and their respective Lenders that notwithstanding any default by Owner, or any foreclosure or deed in lieu thereof, Tenant's (and its successors', assigns', sublessees', and subeasement holders') rights under this Agreement shall continue in full force and effect and their use and possession of the Property shall remain undisturbed in accordance with the provisions of this Agreement. Such SNDA will be in a form reasonably acceptable to Tenant, any holder of a subeasement and/or a sublease, and their respective Lenders, and, at Tenant's sole option, shall be in the form of a direct SNDA with a holder of a subeasement and/or sublease. ARTICLE 9 ASSIGNMENT AND SUBLETTING Section 9.1 Right to Assign or Sublet. Tenant may assign or sublet or apportion or grant subeasements in or to all or any of Tenant's right, title and interest under this Agreement, in the Lease and/or in the Lease Rights so long as written notice of such assignment is provided to Owner 27 Page 414 of 551 after such assignment is effective. Upon any assignment of all of Tenant's right, title and interest under this Agreement, in the Lease and in the Lease Rights, the assigning Tenant shall automatically (without the need for any writing) be released from all of its obligations and liability under this Agreement, except for liabilities that accrued prior to the date of such transfer. Section 9.2 Right To Encumber. Tenant may, at any time and from time to time, conditionally or unconditionally, without obtaining the consent of Owner, hypothecate, mortgage, grant or pledge all or any portion of Tenant's right, title or interest under this Agreement, in the Lease, in the Lease Rights and/or in any portion of the Project to any Lender as security for the repayment of any indebtedness and/or the performance of any obligation relating in whole or in part to the Project or Operations (a "Lender's Lien"). ARTICLE 10 GENERAL PROVISIONS Section 10.1 Insurance. Tenant shall obtain and keep in effect a broad form commercial general liability insurance policy (or its contemporary equivalent) with a limit of no less than Five Million Dollars ($5,000,000), during the Production Term, and no less than Two Million Dollars ($2,000,000), during the Development Term and the Construction Term, of combined single limit liability coverage per occurrence, accident or incident, with a commercially reasonable deductible. Upon written request by Owner, the Tenant shall cause the Owner to be named as an additional insured in such policy and shall deliver to the Owner a certificate of insurance evidencing said policy, which certificate shall provide that (i) the Owner shall be given notice of any cancellation or termination of such insurance in accordance with policy terms but not less than thirty (30) days and (ii) the insurer waives all rights of subrogation against Owner in connection with any loss or damage covered by such policy. Tenant may satisfy its insurance obligations under this Section 10.1 through individual insurance policy or policies, blanket insurance policies or through a program of self-insurance. Owner will carry commercial general liability insurance coverage covering Owner's indemnity obligations hereunder as well as occurrences, accidents and incidents resulting from Owner's actions on the Property that (1) occur from and after the Effective Date (regardless of when the claim is filed) and (2) result of bodily injury, personal injury or death to any Person and/or damage or destruction of property. Said insurance shall have a combined single limit of liability per occurrence of not less than one million dollars ($1,000,000) on a single limit / primary basis and not less than two million dollars ($2,000,000) on an aggregate basis, or such greater amounts as are typical for comparable projects. Tenant and Lender (if any) shall be named as additional insureds under Owner's Commercial General Liability policy. Upon written request by Tenant, Owner shall deliver to Tenant a certificate of insurance evidencing said policy, which certificate shall provide that (i) the Tenant and Lender (if any) shall be given notice of any modification, cancellation or termination of such insurance in accordance with policy terms, and (ii) the insurer waives all rights of subrogation against Tenant in connection with any loss or damage covered by such policy. Section 10.2 Environmental Matters. (a) Owner represents and warrants that, to the best of Owner's knowledge: (i) the Property is in compliance with Environmental Laws (defined below); and (ii) there are no Hazardous Materials (defined below) in, on, or under the Property, other than herbicides, pesticides 28 Page 415 of 551 and fertilizers that have been stored, mixed and applied on the Property in compliance with normal agricultural practices and in compliance with Environmental Laws. (b) Tenant assumes responsibility for and agrees to comply with (i) all Environmental Laws applicable to Tenant's use of the Property and (ii) all remediation and other requirements of Environmental Laws related to Hazardous Materials, to the extent located on or released on, from or onto, the Property by Tenant or its contractors. Owner assumes responsibility for and agrees to comply with (i) all Environmental Laws applicable to (A) Owner's use of the Property, or (B) any conditions existing prior to Tenant's first use of the Property pursuant to this Agreement, and (ii) all remediation and other requirements of Environmental Laws related to (as well as all consequences of the existence of) Hazardous Materials located on or released on, from or onto, the Property prior to Tenant's first use of the Property or as a result of the acts or omissions of Owner or its employees, agents, invitees, contractors or tenants (other than Tenant). (c) "Environmental Laws" means any and all federal, state, local, and foreign environmental, health and/or safety -related laws, ordinances, codes, rules, regulations (as interpreted by judicial and administrative decisions) relating to protection of the environment, health and safety, and natural resources. Environmental Laws includes the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Sec. 6901 et seq., the rules and regulations of and enforced by the Iowa Department of Natural Resources ("Environmental Code"), and the common law. (d) "Hazardous Materials" means (i) any and all substances, materials, chemicals, and wastes regulated by Environmental Laws; (ii) "hazardous substance," "pollutant or contaminant," "petroleum," and "natural gas liquids" as such terms are defined or used in Section 9601 of CERCLA or by the Environmental Code; or (iii) hazardous wastes, as defined by RCRA. (e) No liability shall arise in Tenant from the mere discovery of facts or conditions existing or pertaining to the Property. Section 10.3 Use of Water. (a) Owner hereby grants to Tenant a non-exclusive right to use water from any and all existing wells on the Property (the "Wells"), together with associated rights to access the Wells, in connection with the Project. The Wells may not be used by Tenant for other purposes or the water sold to third parties. Tenant shall have no obligation to maintain, repair, or replace the Wells; provided, however, that if Tenant's, or its contractors', employees', agents, invitees', representatives', or tenants' use of the Wells directly damages or destroys a Well, Tenant shall reimburse Owner for the reasonable and actual costs for the repair of the Well. Tenant agrees that its use and enjoyment of the Wells shall be undertaken in a manner that does not materially interfere with Owner's use and enjoyment of the Wells. (b) To the extent permitted by applicable Laws, Owner grants to Tenant, at Tenant's sole cost and expense, the right to install, construct, drill, maintain, repair, replace, 29 Page 416 of 551 relocate, remove and reconstruct a water well, water line, and related facilities on the Property in connection with the Project (the "Well Facilities"). (c) To the extent permitted by applicable Laws, Owner leases to Tenant the right to use the surface water pertaining or appurtenant to the Property in connection with the Project. (d) Tenant shall pay Owner, or a governmental entity as directed by applicable Laws, the fair market value per acre foot of water delivered to and used by Tenant calculated based on the location of the Property and subject to applicable Laws. Section 10.4 Indemnity. Owner and Tenant, on behalf of itself and its principals, members, officers, employees, agents, representatives, contractors, successors and assigns (the "Indemnifying Party"), shall indemnify, defend and hold harmless the other party and its principals, members, officers, employees, agents, representatives, contractors, successors and assigns (collectively, the "Indemnified Party") from and against any Expenses, including arising from (i) physical damage to property (including the personal property of the Indemnified Party) or physical injury to or death of any person, in each case to the extent caused by the negligence or misconduct of the Indemnifying Party, (ii) any violation by the Indemnifying Party of any Law, or (iii) any material default by the Indemnifying Party, or any failure to be true of any representation or warranty made by the Indemnifying Party, under this Agreement. The reference to property damage in the preceding sentence does not include losses of rent, business opportunities, profits and other consequential damages that may result from Owner's loss of use of any portion of the Property occupied by the Project pursuant to the Lease or the Lease Rights; provided, however, that an Indemnifying Party shall have no obligation to indemnify or defend any Indemnified Party with respect to any Expenses that result or arise from an Indemnified Party's acts or omissions, negligence or willful misconduct. The parties acknowledge that if Owner is a quasi -governmental entity that may have limited legal authority and financial capacity to indemnify Tenant; then in the event the Indemnifying Party under this Section is Owner, Owner shall indemnify Tenant to the extent of its legal and financial capacity. Section 10.5 Safety Measures; Waiver and Recognition. (a) Owner authorizes Tenant to take reasonable safety measures to reduce the risk of damage to the Project or the risk that the Project will cause damage, injury or death to people, livestock, other animals or property, and Tenant may construct fencing around the Project and take other security precautions if Tenant determines, in its sole discretion, that such fencing and/or security measures will reduce such risks of damage, death or injury or will protect Tenant's property. The cost of any fencing constructed by Tenant, or of any other such security measures taken by Tenant, shall be borne solely by Tenant. Owners shall comply with all safety, environmental, security, or other procedures reasonably set forth by Tenant as required for compliance with all applicable rules, regulations, laws, orders, and standards, including those set forth by the Federal Energy Regulatory Commission, the North American Electric Reliability Corporation (including the Critical Infrastructure Protection standards), any other applicable regulatory authority, and any other applicable standard setting -entity generally recognized in the energy industry. 30 Page 417 of 551 (b) Owner is aware of the potential risks associated with electromagnetic and stray voltage resulting from the production and transmission of electricity, and knowingly waives all claims resulting from these causes, and owner shall have no right to indemnity pursuant to Section 10.4 for any such claims. Owner additionally recognizes the need to exercise extreme caution when in proximity to any portion of the project and the importance of respecting gates, fences, signage, rules and other safety measures utilized by tenant, and owner agrees to exercise such caution and respect such measures at all times and to cause its principals, members, officers, employees, agents, representatives and contractors to do the same, with failure to do so constituting a material default and subjecting owner to an obligation of indemnity for the consequences thereof as set forth in Section 10.4. Section 10.6 Casualty and Condemnation. (a) If all or part of the Property is proposed to be taken as a result of any action or proceeding in eminent domain, or is proposed to be transferred in lieu of condemnation to any authority entitled to exercise the power of eminent domain (collectively, a "Taking"), Owner shall provide Tenant with immediate written notice of any impending proceeding or meeting related to such Taking and shall not in the absence of Tenant settle with the Taking authority or agree on compensation for such Taking. (b) After payment of all reasonable fees and expenses incurred by Owner and/or Tenant in collecting the award, any award or other compensation ("Award") payable as a consequence of such Taking shall be paid to Owner and Tenant in accordance with their interests in the Property, as follows: (i) Tenant shall first be entitled to receive out of the Award (A) the value of the leasehold estates pursuant to the Lease and the Lease Rights in the portions of the Property subject to the Taking that would have existed but for the Taking; and (B) the value of the Project; and (C) any other compensation or benefits payable by law to Tenant as a consequence of the interruption of Tenant's business and the other costs and expenses incurred by Tenant as consequence of the Taking; and thereafter, (ii) Owner shall be entitled to receive out of the Award (A) the value of its fee interest in the Property; and (B) any remainder of the Award. (c) This Agreement shall terminate as to any portion of the Property so condemned or taken (except in the case of a temporary Taking after the duration of which Tenant desires to continue this Agreement, and the Term shall be extended, in such event, by the duration of such temporary Taking). (d) Following any casualty event affecting the Property, or any other facilities installed thereon by Tenant, including, without limitation, any earthquake or wildfire, Tenant shall have the right to terminate this Agreement in the event any of the following events occurs: (i) Net insurance proceeds (after deducting the cost of recovery of such proceeds) are not available to pay one hundred percent (100%) of the cost of such repair, 31 Page 418 of 551 excluding any deductible that Tenant may be required to pay pursuant to other provisions of this Agreement; (ii) The Property or any facilities installed thereon by Tenant cannot, with reasonable diligence, be fully repaired by Tenant within one hundred twenty (120) days after the date of the damage or destruction; or (iii) The Property or any facilities installed thereon by Tenant cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, earthquake faults, radiation, chemical waste and other similar dangers. (e) If Tenant elects to terminate this Agreement, pursuant to Section 10.6(d), Tenant may give Owner written notice of its election to terminate within thirty (30) days after such damage or destruction, and this Agreement shall terminate fifteen (15) days after the date Owner receives such notice. If Tenant elects not to terminate this Agreement, Tenant shall, following the date of such damage or destruction, commence the process of obtaining necessary permits and approvals, and shall commence repair of its facilities on the Property as soon as practicable and thereafter prosecute the same diligently to completion, in which event this Agreement shall continue in full force and effect. All insurance proceeds from insurance maintained by Tenant under Section 10.1 shall be disbursed and paid to Tenant. Tenant shall not be entitled to any compensation or damages from Owner for loss of the use of the Property, damage to Tenant's facilities or personal property or any inconvenience occasioned by such damage, repair or restoration Section 10.7 Notices. Any notices, statements, requests, demands, consents, correspondence or other communications required or permitted to be given hereunder shall be in writing and shall be given personally, by certified or registered mail, postage prepaid, with delivery confirmation, return receipt requested, or by overnight or other courier or delivery service, freight prepaid, to the address of the party to be notified indicated in the Basic Terms and Conditions (and if to a Lender, the address indicated in any notice to Owner provided under Section 8.4(a)). If to Tenant, a copy shall also be sent (which shall not constitute notice) to any and all Lenders, to Tenant's counsel at the address below, and any other party designated by Tenant in writing. With a copy to: Carl H. Bivens, Esq. Troutman Pepper Locke 1001 Haxall Point Richmond, Virginia 23219 Notices delivered by hand shall be deemed delivered when actually received, and notices sent by certified or registered mail with delivery confirmation or by overnight or other courier or delivery service shall be deemed delivered upon actual receipt, and shall be deemed to have been given on the day of actual delivery to the intended recipient (as evidenced by written acceptance of delivery by the recipient) or on the day delivery is refused. Owner and Tenant and any Lender may change its address for receipt of notices by sending notice hereunder of such change to the other party (in the case of a Lender, both parties) in the manner specified in this Section. Notwithstanding the foregoing, any amounts payable to Owner under this Agreement shall be deemed tendered three 32 Page 419 of 551 (3) days after a check for the same, addressed to Owner's address above, is deposited in the United States mail, first-class postage prepaid. Section 10.8 Force Majeure. Notwithstanding any other provision of this Agreement, the obligations of Owner and Tenant under this Agreement (other than monetary obligations, none of which shall be excused or delayed by reason of this Section) shall be suspended and excused, and the term, and any other time periods set forth herein shall continue and be extended for a like period of time, while such party is hindered or prevented, in whole or in part, from complying with any term, covenant, condition or provision of this Agreement, by any Event of Force Majeure. Section 10.9 Meetings with Third Persons. During the Term, Tenant and its representatives, agents and contractors shall have the right to (i) meet with governmental agencies and with any other Persons with whom Owner has contractual arrangements in connection with or relating to the Property or any portion thereof, and (ii) discuss with any such Persons the terms of this Agreement, the terms of any contractual arrangements between Owner and any such Person, and any other matters relating to the Property or Tenant's intended use of the Property. Section 10.10 Termination by Tenant. (a) Tenant shall have the right to terminate this Agreement as to all or any portion of the Property at any time and without cause, and shall execute and cause to be acknowledged and recorded in the Real Property Records a release describing the portion of rights, title or interest released, which release shall be deemed delivered to and accepted by Owner upon such recordation. Tenant shall provide Owner notice of any such termination. The portion of the Property remaining after any partial termination of this Agreement shall thereafter be the "Property" for purposes of this Agreement and all payment amounts based on acreage shall be adjusted accordingly. Upon termination of the Lease in its entirety prior to the Construction Commencement Date, Tenant shall not have any obligations with respect to the Restoration Term or the Restoration Obligations. (b) No act or failure to act on the part of Tenant (including, without limitation, non-use of any portion of the Property for any particular period of time) shall be deemed to constitute an abandonment or surrender of the Lease, the Lease Rights or any portion thereof other than Tenant's releases given pursuant this Section 10.10. (c) Following the expiration or earlier termination of this Agreement and Tenant's completion of its obligations with respect to the Restoration Term, Tenant shall execute and cause to be acknowledged and recorded in the Real Property Records a release of all of Tenant's right, title and interest in the Property. Section 10.11 Third Party Beneficiaries. Except with respect to the rights of Lenders (which Lenders are hereby expressly made third party beneficiaries hereof to the extent of their respective rights hereunder), the agreements and covenants contained herein are made solely for the benefit of Owner and Tenant, and shall not be construed as benefiting any Person who is not a party to this Agreement. 33 Page 420 of 551 Section 10.12 Attorneys' Fees. In the event of any litigation related to the interpretation or enforcement hereof, or which in any other manner relates to the Lease, the Lease Rights, this Agreement or the Property, the prevailing party shall be entitled to recover from the other party all of its attorneys' fees and court and other costs awarded by a court of competent jurisdiction. Section 10.13 Covenants Running With the Land. The Property shall be held, conveyed, assigned, hypothecated, encumbered, leased, used and occupied subject to the provisions of this Agreement, which provisions shall run with the Property, and shall be binding upon and inure to the benefit of the parties and each other Person having any interest therein during their ownership thereof, and their respective tenants, heirs, executors, administrators, successors and assigns. Section 10.14 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state in which the Property is situated. Section 10.15 Memorandum. Concurrently with execution hereof, the parties shall execute a Memorandum of Lease Agreement in the form attached to this Agreement as Exhibit C and cause it to be acknowledged and recorded in the Real Property Records at Tenant's cost. Section 10.16 Joint and Several Liability. If Owner consists of more than one Person, each reference herein to "Owner" shall include each Person signing this Agreement as or on behalf of Owner and the liability of each Person signing this Agreement as Owner shall be joint and several. Section 10.17 Binding on Partial Interests. If this Agreement is not executed by one or more of the persons or entities comprising the Owner herein, or by one or more persons or entities holding an interest in the Property, then this Agreement shall nonetheless be effective, and shall bind all those persons and entities who have signed this Agreement. Section 10.18 Savings Clause. If any term or provision hereof is held to be invalid, void or otherwise unenforceable by any court of competent jurisdiction, then the same shall not affect the validity or enforceability of any other term or provision hereof, the terms and provisions hereof being severable. Section 10.19 No Waiver. The waiver of any covenant, condition or agreement contained herein shall not constitute a waiver of any other covenant, condition or agreement herein or of the future performance thereof. Section 10.20 Entire Agreement; Modifications; Conflicts. This Agreement, including any Exhibits attached hereto, contains the entire agreement between the parties in connection with any matter mentioned or contemplated herein, and all prior or contemporaneous proposals, agreements, understandings and representations, whether oral or written, are merged herein and superseded hereby. No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the party against whom the enforcement thereof is sought. The submission of this document for examination and negotiation does not constitute an offer to lease, or a reservation of, or option for, the Property, and this document shall become effective and binding only upon the execution and delivery hereof by both Owner and 34 Page 421 of 551 Tenant. In the event of a conflict between the provisions contained in the Basic Terms and Conditions and the provisions of the body of this Agreement, the provisions of the Basic Terms and Conditions shall control. Section 10.21 Multiple Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same document. Section 10.22 Provision of Copy of Lease. After execution by all parties to the Agreement, if Owner so requests in writing, Tenant shall provide, within thirty (30) days of receipt of such written request, Owner one (1) complete copy of this Agreement. Section 10.23 Cooperation on Owner's Interest. It is the intent of the parties hereto that all of Owner's undivided ownership interest in the Property be leased to Tenant hereunder. Owner agrees that in the event Owner's undivided ownership interest in the Property is more or less than that specified in the Basic Terms and Conditions, Owner shall, at no additional cost to Tenant, execute any and all amendments to this Agreement, the Memorandum of Lease Agreement (such amendment in recordable format) and such other documents as reasonably required to reflect Owner's proper undivided ownership interest. Owner agrees to reasonably cooperate with Tenant in completing any such amendments and in facilitating associated corrections with any title company working with Tenant. Section 10.24 Limited Accessway. Tenant shall have the right to require Owner to relocate the North Gate (as defined below) and/or the Beacon (as defined below) upon thirty (30) days prior written notice, at Tenant's sole cost and expense, to a location outside of the Property. Upon such relocation, Owner and Tenant shall enter into an amendment to this Agreement to update this Section 10.24 and Exhibit A-1 to accurately reflect Owner's access rights under this Section 10.24. Upon at least forty-eight (48) hours prior written notice to Tenant (except in the case of emergency where Owner shall use commercially reasonable efforts to provide prior written notice to Tenant), Owner shall have the right to access certain portions of the Property depicted as "Beacon" (the "Beacon") and "FAA Facility" (the "FAA Facilities") on Exhibit A-1 attached hereto and by reference made a part hereof; provided, such access to the Beacon and FAA Facilities shall be limited to entering the Property through the gates depicted as "North Gate" (the "North Gate") and "South Gate" (the "South Gate") on Exhibit A-1, and such access shall be limited to use of the area shown as "Optional Access route (Approx. 4.49 acres" on Exhibit A-1 (the "Limited Accessway"). Owner shall adhere to all security measures and protocols of Tenant, and Tenant shall have the right to have a representative present during such access over the Limited Accessway to the Beacon and/or FAA Facilities. Further, Owner's indemnity obligations under Section 10.4 shall include Owner's access rights and use of the Limited Accessway under this Section 10.24. Tenant shall not construct or install Solar Panels within those portions of the Property where the Beacon, FAA Facilities, or Limited Accessway are located, but Tenant shall have all other rights granted by this Agreement with respect to such portions of the Property, including, without limitation, installation of other Solarpower Facilities (such as transmission lines) over the Limited Accessway. 35 Page 422 of 551 Section 10.25 Restricted Area. Notwithstanding any provision of this Agreement to the contrary, Tenant shall not construct or install Solar Panels on that portion of the Property identified on Exhibit A-2 attached hereto as the "Solar Panel Restricted Area (Approx. 1,121 Acres)" (the "Restricted Area"), but Tenant shall have all other rights granted by this Agreement with respect to such portion of the Property, including, without limitation, installation of other Solarpower Facilities (such as transmission lines). [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 36 Page 423 of 551 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the Effective Date. OWNER: City of Waterloo By: Printed Name: Mayor Quentin M. Hart Title: Chief Executive Officer of the City, and Presiding Officer of the Council [Signature Page] Page 424 of 551 TENANT: GRAND HUSK SOLAR, LLC a Delaware limited liability company By: Printed Name: Title: [Signature Page] Page 425 of 551 Attachments: Exhibit A — Description of Property Exhibit A-1 — Limited Accessway Exhibit A-2 — Restricted Area Exhibit B — Permitted Encumbrances Exhibit C — Memorandum of Lease Agreement Exhibit D — Form of Estoppel Certificate Page 426 of 551 EXHIBIT A Description of Property 501.45 acres of land, more or less, in Black Hawk County, Iowa, identified as follows: A Portion of Parcel Number: 891305101016 Acreage: 283 Legal Description: NEt NWT Sc,e32-90-13; 3h NW# Sec., 32-90-13. NEB IrEi Sec. 32-90-13, M1- NEt Se r. 32-90-13 SEA- NEi Sec . 32-90- 13' SW- NE-! Sec. 32-90-13 NE- SE Sec. 32-90-13 NW. SE4 Sec. 32-90-13 NE4 i '+ SAC. 33-90-13; SE* Si Sec . 33-90-13; NW. S 14 See. 33-90-13; S. 3'r�� Sec, 33-90-13. St SEA Sec. 33-y0-13 .F$t_Yvkct•ipn-':l`_(E.s;xl,.1..Qr. .tbe.rrti9nga_Q:ter__ - r7.1_})._Qr.SaQtt 4Q._F1.11t. (&1,. Q► i.tbr_Act..Mir t-ec7rnAac1.-------- - XP 41-:4/ i . i viz cdt (3 70.18) . Aga. _ tit". Xgr th akati.Qucti..-.114.1,1* - trd, _ j). ar. the JtortjxcJt. /Factigrial. C;.u4r#kz (t+ of . _ . Manton _;lo lour. _(d) i..D.0 _ in Toms i.ip. NA. _ Eirnty--nine _ ._89) : North,.. - _ _ - _ _ . ..MAC,. X01_2hIrtp r►._(131:4eat _gr 51.n P._`........._..._...._ ... . AND Exhibit A Page 427 of 551 Parcel Number: 901330326003 Acreage: 26.74 Parcel Number: 901331201001 Acreage: 38.48 Legal Description of Parcel Numbers 901330326003 and 901331201001: The Northeast Quarter of the Southwest Quarter of Section Nc. Thirty (30); and the Northwest (quarter of the Northeast Quarter of Section No. Thirty-one (31), all in Township No. Ninety (90) North, Range No. Thirteen (13) West of the Fifth Principal Meridian, in Black Hawk Colsnty, Iowa, except legal hir!aia"s. AND Parcel Number: 901330476001 Acreage: 38.00 Legal Description: The Southeast Quarter of the Southeast Quarter' of Section No. Thirty (30), Township No. Ninety (90) North, Range No. Thirteen (13) West of the Fifth Principal Meridian, Black Hawk County, Iowa. AND Parcel Number: 901331226001 Acreage: 38.00 Legal Description: The Northeast Quarter of the Northeast Quv•ter of Section No, Thirty-one (31), Township No. Ninety (90) North, Range No. Thirteen (13) West of the Fifth Principal Meridian, Black Hawk County, Iowa. AND Parcel Number: 901331276001 Acreage: 39 Parcel Number: 901331251002 Acreage: 38.23 Page 428 of 551 Legal Description of Parcel Numbers 901331276001 and 901331251002: The South One-half of the Northeast Quarter of Section No. Thirty-one (31), Township No. Ninety (90) North, Range No. Thirteen (13) West of the Fifth (5th) Principal 'Meridian, Black Hawk County, Iowa. Page 429 of 551 EXHIBIT A-1 Limited Accessway ihAer o: ..ii onal Airperi Parcel ID: 891305101016 Approx. Acreage: 1,355.76 3,200 Feet Sources. Li,. Torniom, Gamut FAO, NOAA. u5 [c: OperSveerap contributes, and die GIS User Corn rn ity Airport Boundary i. With fate r y Optional Access route (kirox. 4.19 acres) ■ Swill Gete F_'a Bea°°n * FM Facility Page 430 of 551 EXHIBIT A-2 Restricted Area Page 431 of 551 Parcel IDs: 891305101016, 901330326Q03, 901331201001, N 901330476001,901331226001,901331276001,& 901331251002 Approx. Acreage: 1,556 acres N UI Lone Tree Rd E Lake St Big Woods Campground Area 'North industrial Park Cedar Woods Disc Golf Course US-Highway-2 B 7,900 Feet W Dunkerton Rd 218 VAI Property Boundary Solar Panel restricted Area (Approx. 1,188.7 acres) Page 432 of 551 EXHIBIT B Permitted Encumbrances (None, unless listed below) Page 433 of 551 EXHIBIT C Memorandum of Lease Agreement [full document begins on following page] Exhibit C-1 Page 434 of 551 This document was prepared by and after recording return to: Attn: Lease & Title Department Grand Husk Solar, LLC 320 N. Sangamon Street, Suite 1025 Chicago, Illinois 60607 Telephone Number: Parcel Identification Numbers: 891305101016, 901330326003, 901331201001, 901330476001, 901331226001, 901331276001, and 901331251002 MEMORANDUM OF LEASE AGREEMENT THE STATE OF IOWA § COUNTY OF BLACK HAWK § KNOW ALL PERSONS BY THESE PRESENTS: THIS MEMORANDUM OF LEASE AGREEMENT (this "Memorandum"), is made, dated and effective as of (the "Effective Date"), by CITY OF WATERLOO of 715 Mulberry St. Waterloo, IA 50703 ("Owner"), and GRAND HUSK SOLAR, LLC, a Delaware limited liability company, with offices at 320 N. Sangamon Street, Suite 1025, Chicago, Illinois 60607 ("Tenant"), with regards to the following: 1. Solar Agreement. Owner and Tenant did enter into that certain Lease Agreement of even date herewith (the "Agreement"), which affects the real property located in the County of Black Hawk, State of Iowa, as more particularly described in Exhibit A attached hereto (the "Property"). Capitalized terms used and not defined herein have the meaning given the same in the Agreement. 2. Grant of Rights. The Agreement grants Tenant: (a) the exclusive right to study, develop and use the Property for converting solar energy into electrical energy and collecting and transmitting the electrical energy so converted; (b) the exclusive right to access, relocate and maintain the "Project," as that term is defined in the Agreement, on the Property; (c) an exclusive right to capture, use and convert the unobstructed solar resources over and across the Property; (d) a non-exclusive right for any audio, visual, view, light, shadow, noise, vibration, air turbulence, wake, electromagnetic or other effect of any kind attributable to the development of the Property for solar energy purposes and operation of the Project; (e) the right to subjacent and lateral support for the Project; (f) the right of ingress to and egress from the Project on, under, over and across the Property by means of (A) roads and lanes thereon if existing or (B) such routes, roads and lanes as Tenant may construct from time to time as provided in the Agreement; (g) the exclusive right to erect, construct, reconstruct, replace, relocate, remove, operate, maintain and use, on, under, over and across the Property, in connection with Project overhead and underground electric transmission and communication system lines and facilities; and (h) the right to undertake any Exhibit C-2 Page 435 of 551 other activities, as permitted in the Agreement, necessary to accomplish the purposes of the Agreement. 3. Term; Extensions. The Agreement shall be for an initial Development Term of up to seven (7) years from the Effective Date. If exercised pursuant to the terms and conditions of the Agreement, the term of the Agreement may be extended for a Construction Term of up to three (3) years following the Development Term. If exercised pursuant to the terms and conditions of the Agreement, the term of the Agreement may be extended for a Production Term of twenty (20) years following the Construction Term. The Agreement also provides for a right to extend the Production Term for up to four (4) separate Extension Terms of five (5) years each, totaling twenty (20) additional years, as determined by Tenant, and if the extension terms and conditions of the Agreement are met, such renewals to be exercised by Tenant at least 180 days prior to the then - current expiration date of the Production Term or Extension Term, as the case may be. The Restoration Term shall begin on the expiration or earlier termination of (a) the Construction Term, if it occurs and if construction has commenced, or (b) the Production Term, if Tenant does exercise an option to extend the term of the Lease through the Production Term, and shall expire on the earlier of (y) 12 months from such date, or (z) when Tenant completes the Restoration Obligations. All rights granted pursuant to the Agreement are for a term coterminous with the Agreement. 4. Rights of Mortgagees. Pursuant to the Agreement, any Lender of Tenant or Tenant's assignees has certain rights regarding notice and right to cure any default of Tenant under the Agreement, as well as other rights as set forth in the Agreement. 5. Assignment. Tenant's rights and obligations under the Agreement are assignable without Owner's prior written consent so long as written notice of such assignment is provided to Owner after such assignment is effective. Upon any assignment of all of Tenant's right, title and interest under the Agreement, the assigning Tenant shall automatically (without the need for any writing) be released from all of its obligations and liability under the Agreement, except for liabilities that accrued prior to the date of such transfer. 6. Non -Interference and Setbacks. To the extent permitted by law Owner has waived any and all setbacks and setback requirements, whether imposed by applicable law or by any person or entity, including any setback requirements described in the zoning ordinance of the County of Black Hawk, or in any governmental entitlement or permit heretofore or hereafter issued to Tenant, such sublessee or such Affiliate. Owner has agreed not to engage in any activity that might interfere with Tenant's efforts to develop, construct or operate the Project or cause a decrease in the output or efficiency of the Project without the prior written consent of Tenant. 7. Subordination. The Agreement provides that from and after its effective date, any right, title or interest created by Owner in favor of or granted to any third party shall be subject to (i) the Agreement and all of Tenant's rights, title and interests created thereby, (ii) any lien of any lender of Tenant's then in existence on the leasehold estate created by the Agreement, and (iii) Tenant's right to create a lien in favor of any lender of Tenant's. 8. Agreement Controls. This Memorandum does not supersede, modify, amend or otherwise change the terms, conditions or covenants of the Agreement, and Owner and Tenant Exhibit C-3 Page 436 of 551 executed and are recording this Memorandum solely for the purpose of providing constructive notice of the Agreement and Tenant's rights thereunder. The terms, conditions and covenants of the Agreement are incorporated in this Memorandum by reference as though fully set forth herein. 9. No Ownership. Owner shall have no ownership, lien, security or other interest in any of the Project installed on the Property, or except for as otherwise provided in the Agreement, any profits derived therefrom, and Tenant may remove any or all Project at any time. 10. Cooperation. Owner shall fully support and cooperate with Tenant in the conduct of construction and Operations, including in Tenant's efforts to obtain from any governmental authority or any other Person any environmental impact review, permit, entitlement, approval, authorization or other rights necessary or convenient in connection with construction and Operations. Without limiting the generality of the foregoing, in connection with any application by Tenant for a governmental permit, approval, authorization, entitlement or other consent, Owner agrees (and shall use reasonable efforts to cause any such other Person to agree) not to oppose, in any way, whether directly or indirectly, any such application or approval at any administrative, judicial or legislative level. Further, in the event of legal proceedings related to Tenant's use of the Property after the Effective Date, except those arising out of the interpretation and/or enforcement of the Agreement, Owner shall, in all respects, fully cooperate with Tenant in any such proceeding. Owner agrees that Tenant may provide this Memorandum of Lease Agreement in lieu of any affidavit of Owner or other form of Owner's consent (whether oral or written) that may be requested or required in connection with Tenant's efforts to obtain any environmental impact review, permit, entitlement, approval, authorization, agreement or other rights necessary or convenient in Tenant's discretion for the Project. 11. Counterparts. This Memorandum may be executed in counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same document. [signatures appear on following page] Exhibit C-4 Page 437 of 551 IN WITNESS WHEREOF, the parties have executed this Memorandum to be effective as of the date first written above. OWNER: CITY OF WATERLOO By: Printed Name: Mayor Quentin M. Hart Title: Chief Executive Officer of the City, and presiding officer of the council STATE OF COUNTY OF This instrument was acknowledged before me by Mayor Quentin M. Hart, Chief Executive Officer of the City and Presiding Officer of the Council of the City of Waterloo, and known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal this day of , 20 My Commission Expires: Notary Public in and for the State of (Notary Seal) Exhibit C — Signature Page Page 438 of 551 TENANT: GRAND HUSK SOLAR, LLC, a Delaware limited liability company By: Printed Name: Title: STATE OF ILLINOIS COUNTY OF COOK § § § This instrument was acknowledged before me by of Grand Husk Solar, LLC, a Delaware limited liability company, on behalf of said company, and known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal this day of , 20 . My Commission Expires: Notary Public in and for the State of Illinois (Notary Seal) Exhibit C — Signature Page Page 439 of 551 EXHIBIT "A" to MEMORANDUM OF LEASE AGREEMENT Description of Property 501.45 acres of land, more or less, in Black Hawk County, Iowa, identified as follows: A Portion of Parcel Number: 891305101016 Acreage: 283 Legal Description: NE} NWi Sec. 32-90-13; a N1Ni Sc,e.32- 0-13. NE NE Sec. 32-90-13, Nlit Ng Sec. 32-90-13 SEL NE- Sec. 32-90-13' Sy. NNE -Sec. 32-90-13 NE- SE- Sec. 32-90-13 NWT SEI Sec. 32-90-13 NE4 L4 Sec. 33-»9O 13 SE S i Sec. 33-20-13; NW S 1 Sec. 33-90-13; S4* SYit Sec. 33.90-13. 314 S Sec. 90-13 _. Emit _rr ctlova Xr1,. 1.o;. .tbe _NortbroAt, .prActi,9140. Aver.ter.. . —In._ '1!_1)_sir- 5Agtl A..s{Q,_F?+u._(/J, . *Ask .tbr_ + t.Tfgrty-aieprn.400. tht iturgt.r.ed tM (3'7r? B) . ktxe e . Hqr th t .1'r . _�). ct�.the.:Iort:404t.7Facti.onal, .qu..rfer (Liz - _.Sccti A _ o. /our. _(4),. ._ in Tornnalip. Ott.-Eirnty-nine_ (89) () t _ VartrAn.. (131 _qr the 5 L:? i'. . _ ... AND Exhibit A to Exhibit C Page 440 of 551 Parcel Number: 901330326003 Acreage: 26.74 Parcel Number: 901331201001 Acreage: 38.48 Legal Description of Parcel Numbers 901330326003 and 901331201001: The Northeast Quarter of the Southwest Qu vIL:r of Section Nc. Thirty (30); and the Northwest Quarter of the Northeast Quarter of Section No. Thirty-one (31), all in Township No. Ninety (90) North, Range No. Thirteen (13) West of the Fifth Principal Meridian, in Black Hawk Coysr,ty, Iowa, except legal hir!ava"a. AND Parcel Number: 901330476001 Acreage: 38.00 Legal Description: The Southeast Quarter of the Southeast Quarter, of Section No. Thirty (30), Township No. Ninety (9G) North, Range No. Thirteen (13) West of the Fifth Principal Meridian, Black Hawk County, Iowa. AND Parcel Number: 901331226001 Acreage: 38.00 Legal Description: The Northeast Quarter of the Northeast Quc,ter of Section No, Thirty-one (31), Township No. Ninety (90) North, Range No. Thirteen (13) West of the Fifth Principal Meridian, Black Hawk County, Iowa. AND Parcel Number: 901331276001 Acreage: 39 Parcel Number: 901331251002 Acreage: 38.23 Legal Description of Parcel Numbers 901331276001 and 901331251002: Page 441 of 551 The South One-half of the Northeast Quarter of Section No. Thirty-one (31), Township No. Ninety (90) North, Range No. Thirteen (13) West of the Fifth (5th) Principal 'Meridian, Black Hank County, Iowa. Page 442 of 551 EXHIBIT D Form of Estoppel Certificate ESTOPPEL CERTIFICATE ([ ]) Owner: [ ] Tenant: [ ], a Delaware limited liability company Collateral Agent: [ ]., as collateral agent (the "Collateral Agent") for the Secured Parties (as defined in the Financing Agreement (as defined below)) ("Secured Parties") Collateral Agent's Address: Tax Equity Investor: ] [ ] [ ] [ ] Attention: [ ] Email: [ ] [ ], as Class A Investor (as defined in the ECCA (as defined below)) ("Tax Equity Investor") Tax Equity Investor's Address: [ ] Attn: [ [ ] [ ] [ ] Attention: [ Email: [ with a copy to (which shall not constitute notice): Attention: [ Email: [ Exhibit D-1 Page 443 of 551 Title Company: [ ], a [ ] corporation (the "Title Company", together with the Collateral Agent and the Tax Equity Investor, the "Relying Parties") Title Company Address: Lease: r ] r ] r ] r ] Attention: [ ] r ] Property: Description attached hereto as Exhibit B. Owner hereby certifies the following to (a) the Collateral Agent, for the benefit of the Secured Parties, and its successors, assigns and/or designees, (b) Tax Equity Investor, (c) Tenant and (d) the Title Company and its successors, assigns and/or designees, in each case, as of the Effective Date (as defined below) concerning the above -referenced Lease and the Property, with the understanding that (i) the Collateral Agent and the Secured Parties will be relying on such statements with respect to loans, letters of credit and other financial accommodations to be made to Tenant and/or affiliates of the Tenant under that certain Financing Agreement, dated as of [ ], 20_ (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Financing Agreement"), by and among [ ], a Delaware limited liability company, [ ], a [ ] (collectively, the "Borrowers"), the Collateral Agent, and the other agents, arrangers and financial institutions or other Persons from time to time party thereto, (ii) the Tax Equity Investor will be relying on such statements with respect to tax equity investments and other financial accommodations to be made to Tenant and/or affiliates of the Tenant under that certain Equity Capital Contribution Agreement, dated as of [ ], 20_ (as amended, amended and restated, supplemented or otherwise modified from time to time, the "ECCA"), by and between [ ], a [ ]limited liability company, and the Tax Equity Investor, (iii) the Tenant will be relying on such statements with respect to the loans, letters of credit and other financial accommodations to be made in connection with the Financing Agreement and the tax equity investments and other financial accommodations to be made in connection with the ECCA and (iv) the Title Company will be relying on such statements with respect to the issuance of title insurance policies to the Collateral Agent and Tenant: 1. A true, correct and complete copy of the Lease (and all amendments and supplements thereto) is attached to this Estoppel Certificate as Exhibit A and incorporated herein for all purposes. There are no other documents or agreements (written or oral) that are a part of the Lease and no other documents or agreements (written or oral) between Owner and Tenant with respect to the Property or the Project. The parties agree that the copy of the Lease attached hereto as Exhibit A shall be removed prior to recordation of this Estoppel Certificate; provided, however, that the absence of such Exhibit A for recordation purposes shall not affect the effectiveness of Exhibit D-2 Page 444 of 551 this Estoppel Certificate and the representations, acknowledgements and agreements described herein. 2. The Lease is in full force and effect and has not been modified, restated, cancelled, supplemented, surrendered, or terminated (except as identified herein). The Lease represents the entire agreement between Owner and Tenant with respect to the Property subject to the Lease. The term of the Lease commenced on and will expire on unless extended as provided in the Lease. Tenant has the right to extend the term of the Lease for [ ( )] extension term of [ ( ) years and ( ) months]. Owner has not received notice of any prior assignment or sublease of any right, title or interest of Tenant in, to or under the Lease. 3. To Owner's knowledge, Tenant has fulfilled all of its obligations under the Lease now due and owing, and there are no uncured Events of Default of Tenant with respect to the Lease. There are no uncured Events of Default of Owner with respect to the Lease. There currently exists no dispute (or any threatened dispute) between Owner and Tenant with respect to the Lease and there are no delinquent payments under the Lease. Owner has no present right to terminate the Lease. Tenant has neither given nor received any notice of default, Event of Default or termination of the Lease. Owner has neither given nor received any notice of default Event of Default or termination of the Lease. There are no facts or circumstances which with the giving of notice or lapse of an applicable cure period, or both, would constitute a breach or default under the Lease. 4. Owner is the current holder of the fee title of the surface estate and the mineral estate to the Property described in the Lease. Owner: (a) holds the entire interest of owner under the Lease; (b) has not conveyed, mortgaged, assigned or otherwise transferred the Property or Owner's interest in the Lease to any third party; and (c) has not agreed to convey, mortgage, assign or otherwise transfer the Property or Owner's interest in the Lease to any third party. Owner acknowledges that pursuant to the Lease, Owner shall not exercise or lease or permit any other person or entity to exercise any water or mineral rights on the surface of the Property, or above a depth of 500 feet on the Property or if such exercise by Owner interferes with Tenant's use of the Property for the purpose of installation, construction, operation, maintenance, repair, improvement, or replacement of the Project and uses incidental thereto. All representations made by Owner and Tenant in the Lease are true and correct in all material respects as of the date hereof. 5. Except for the lien for this year's property taxes that are not now due and payable, there are no judgments, liens, deeds of trust or mortgages encumbering the Property and there are no unpaid bills, outstanding claims or persons entitled to claims for mechanics or materialmens' liens against the Property for work performed on the Property by or for Owner (as opposed to work performed on the Property by or for Tenant). 6. Owner acknowledges receiving notice of the name and address of each Relying Party. 7. Tenant has informed Owner that Tenant has granted a first -priority lien and security interest in Tenant's leasehold estate in the Property under the Lease and the Project to the Collateral Exhibit D-3 Page 445 of 551 Agent to secure the repayment of the loans and other financial accommodations made under the Financing Agreement. Owner agrees that (i) the Collateral Agent, the Secured Parties, the Tax Equity Investor and any affiliates, successors and assigns, shall be deemed to be and shall be entitled to all of the rights, benefits and protections of, a "Lender" pursuant to Section [_] of the Lease and the other provisions thereof, and (ii) the Collateral Agent, the Secured Parties, the Tax Equity Investor and any affiliates, successors and assigns and transferees, shall be deemed to be and shall be entitled to all of the rights, benefits and protections of, an "Assignee" pursuant to Section [ ] of the Lease and the other provisions thereof. Notwithstanding the foregoing, the rights of the Collateral Agent and the Tax Equity Investor or any affiliates, successors and assigns with respect to an assignment or transfer of the Lease shall be subject to Paragraph 8 below. 8. In addition to the provisions specified in Section [ ] of the Lease, the following shall apply to the Collateral Agent, the Tax Equity Investor, their affiliates, successors and assigns (for so long as the Collateral Agent, the Tax Equity Investor, their affiliates, successors and assigns remain a "Lender" under the Lease) and to each other person that provides written notice to Owner that it is a "Lender" under the Lease (and for so long as each such person remains a "Lender" under the Lease): 8.1 Owner agrees to provide notice of any request by Tenant for any amendment, modification, or supplement to the Lease to the Collateral Agent and the Tax Equity Investor at the address provided to Owner by the Collateral Agent and the Tax Equity Investor. Owner agrees that, for so long as a Collateral Agent or Tax Equity Investor is a "Lender" under the Lease, Owner shall provide such notices to the Collateral Agent and the Tax Equity Investor at the address already provided to Owner (or at such other address as the Collateral Agent or the Tax Equity Investor may from time to time provide). 8.2 The Collateral Agent shall have the absolute right, without Owner's consent, to take any of the following actions or do any of the following: (i) assign, amend, modify and/or restate its Deed of Trust (as defined below); (ii) enforce its Deed of Trust; (iii) acquire title to Tenant's leasehold estate under the Lease (whether by foreclosure under its Deed of Trust or assignment in lieu of foreclosure); (iv) take possession of the Project or the Property pursuant to its rights under its Deed of Trust and operate the Project subject to compliance with the Lease; (v) following acquisition of title (or a third party's acquisition of title) to Tenant's leasehold estate under the Lease as a result of the Collateral Agent's foreclosure or assignment in lieu of foreclosure, (a) assign or transfer Tenant's leasehold estate under the Lease to a successor third party, (b) engage an operator experienced in the operation of photovoltaic solar projects or (c) comply with the assignment provisions of the Lease; (vi) exercise any rights of Tenant with respect to the Lease or (vii) cause a receiver to be appointed to do any of the foregoing things. Tenant has entered into (a) the Deed of Trust (as defined in the Financing Agreement) ("Deed of Trust"), in favor of the Title Company, as trustee for the benefit of the Collateral Agent. 8.3 The Collateral Agent shall have no obligation under the Lease prior to the time that the Collateral Agent succeeds to absolute title to the leasehold estate of Tenant under the Lease; and the Collateral Agent shall be liable to perform obligations under the Lease only for and during the period of time that the Collateral Agent directly holds such absolute title. Further, in the event that the Collateral Agent elects, prior to the time that such Collateral Agent succeeds to Exhibit D-4 Page 446 of 551 absolute title to the leasehold estate of Tenant under the Lease, to (i) perform Tenant's obligations under the Lease, (ii) continue Tenant's operations on the Property, (iii) acquire any portion of Tenant's right, title or interest in the Property or under the Lease or (iv) enter into a new agreement as provided in Paragraph 8.4 below, then the Collateral Agent shall not have any personal liability to Owner in connection therewith, and Owner's sole recourse in the event of default by the Collateral Agent shall be to exercise those remedies of Owner permitted pursuant to the Lease. Moreover, the Collateral Agent or other party who acquires the leasehold estate created by the Lease pursuant to foreclosure or an assignment in lieu of foreclosure shall not be liable to perform any obligations thereunder to the extent the same are incurred or accrue after the Collateral Agent or other party no longer has ownership of such leasehold estate. 8.4 In the event that the Lease is rejected or disaffirmed pursuant to bankruptcy law or any other law affecting creditor's rights, then, so long as the Collateral Agent has cured any monetary event of default by Tenant and is making commercially reasonable efforts to cure any non -monetary event of default by Tenant (other than the bankruptcy of Tenant) as provided therein, Owner shall, immediately upon written request from the Collateral Agent received within ninety (90) days after any such termination, rejection or disaffirmance, without demanding additional consideration therefor, enter into a new agreement in favor of the Collateral Agent, which new agreement shall (i) contain the same covenants, agreements, terms, provisions and limitations as the Lease (except for any requirements that have been fulfilled by Tenant prior to such termination, rejection or disaffirmance), (ii) be for a term commencing on the date of such termination, rejection or disaffirmance, and continuing for the remaining term of the Lease before giving effect to such termination, rejection or disaffirmance and (iii) enjoy the same priority as the Lease over any lien, encumbrance or other interest created by Owner. On execution of such new agreement by the Collateral Agent, and until such time as such new agreement is fully executed and delivered by all parties, the Collateral Agent may enter, use and enjoy the Property and conduct operations thereon as if the Lease were still in effect. At the option of the Collateral Agent, the new agreement may be executed by a designee of the Collateral Agent, without the Collateral Agent assuming the burdens and obligations of Tenant thereunder. If more than one "Lender" makes a written request for a new agreement pursuant hereto, then the same shall be delivered to the Collateral Agent whose Deed of Trust is senior in priority. 9. Owner acknowledges its obligation to give notice of any act of default of Tenant under the Lease to the Collateral Agent and the Tax Equity Investor at its address stated above (or such other addresses specified by the Collateral Agent or the Tax Equity Investor in writing to Owner). 10. Other than Tenant, there are no tenants or other third parties using or otherwise occupying the Property, including, but not limited to, any third party mineral and water rights holders. 11. There are no actions or proceedings, whether voluntary or involuntary, pending against Owner in any State or Federal court (including any bankruptcy court, governmental authority, or arbitration board or tribunal which could reasonably be expected to have a material adverse effect on the ability of Owner to perform its obligations under the Lease), or any judgments affecting Owner's title to the Property, and, to the knowledge of Owner, none have been Exhibit D-5 Page 447 of 551 threatened. As used herein, the term "pending" means actions or proceedings which have been filed and actually served on Owner. 12. Owner has not received notice of any condemnation of or any other governmental or judicial action against, or threat of condemnation of or any other governmental or judicial action against, the Property, or a portion of the Property, that remains in effect or unresolved. 13. Owner is not aware of any event, act, circumstance, or condition constituting an Event of Force Majeure or otherwise excusing the performance of any party under the Lease. No known facts exist entitling Owner to any claim, counterclaim, offset, or defense against the Tenant in respect of the Lease. 14. This Estoppel Certificate shall be binding upon Owner and its successors and assigns. 15. This Estoppel Certificate may be executed with counterpart signature pages and in duplicate originals, each of which shall be deemed an original, and all of which together shall constitute a single instrument. 16. This Estoppel Certificate is made and delivered as of (the "Effective Date"). This Estoppel Certificate may be relied upon by the Tenant, the Collateral Agent, the other Secured Parties (as defined in the Financing Agreement), the Tax Equity Investor and the Title Company, the successors and assigns of each of them and any future leasehold mortgagee of Tenant. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Exhibit D-6 Page 448 of 551 IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Estoppel Certificate as of the day and year first above written. OWNER: By: Name: Title: [Estoppel Signature Page] Page 449 of 551 EXHIBIT "A" To Estoppel Certificate [Lease Agreement and any amendments to be attached but not to be recorded] Exhibit A to Estoppel Certificate Page 450 of 551 EXHIBIT `B" To Estoppel Certificate Description of Property [LEGAL DESCRIPTION AND SURVEY DRAWING TO BE ATTACHED] Exhibit B to Estoppel Certificate Page 451 of 551 LEASE AGREEMENT between Grand Husk Solar, LLC as Tenant and Waterloo Airport Commission dated as Owner Page 452 of 551 TABLE OF CONTENTS Page(s) ARTICLE 1 DEFINITIONS AND CONSTRUCTION 2 Section 1.1 Defined Terms 3 Section 1.2 Construction 7 ARTICLE 2 GRANT OF RIGHTS; TERM Section 2.1 Section 2.2 ARTICLE 3 RENT Section 3.1 Section 3.2 Section 3.3 Section 3.4 Section 3.5 Section 3.6 Section 3.7 Lease and Grant of Lease Rights Term of Lease Development Term Rent Construction Term Rent Production Term Rent Restoration Term Rent Payment Adjustments Crop Compensation, Pivot and Drip Irrigation, and CRP Payment Allocations ARTICLE 4 LEASE RIGHTS Section 4.1 Section 4.2 Section 4.3 Additional Lease Rights Stand -Alone Lease Rights Nature of Lease Rights, Additional Lease Rights and Stand - Alone Lease Rights 12 Section 4.4 Separate Storage Leases 12 ARTICLE 5 PERMITTED USE; RIGHTS OF PARTIES; DEVELOPMENT PROGRESS 12 Section 5.1 Permitted Use 12 Section 5.2 No Required Construction or Production 13 ARTICLE 6 TENANT'S OBLIGATIONS 13 Section 6.1 Compliance with Law 13 Section 6.2 13 Section 6.3 14 Section 6.4 14 Section 6.5 Payment of Claims 16 Location of Project and Care and Appearance Fences and Gates Operations i 8 8 8 9 9 9 10 10 10 10 11 11 11 11 Page 453 of 551 Section 6.6 Restoration Section 6.7 Taxes ARTICLE 7 OWNER'S OBLIGATIONS Section 7.1 No Interference Section 7.2 Compliance with Obligations Section 7.3 Rights of Third Parties Section 7.4 No Ownership Rights Section 7.5 Cooperation Section 7.6 Setback Waiver Section 7.7 Confidentiality Section 7.8 Division of Lease Section 7.9 Estoppel Certificates Section 7.10 Representations and Warranties of Owner ARTICLE 8 DEFAULT; REMEDIES; PROTECTION OF LENDERS Section 8.1 Section 8.2 Section 8.3 Section 8.4 Default Owner's Right to Terminate for Monetary Default Limitation on Remedies Protection of Lenders ARTICLE 9 ASSIGNMENT AND SUBLETTING Section 9.1 Right to Assign or Sublet Section 9.2 Right To Encumber ARTICLE 10 GENERAL PROVISIONS Section 10.1 Insurance Section 10.2 Environmental Matters Section 10.3 Use of Water Section 10.4 Indemnity Section 10.5 Safety Measures; Waiver and Recognition Section 10.6 Casualty and Condemnation Section 10.7 Notices Section 10.8 Force Majeure Section 10.9 Meetings with Third Persons Section 10.10 Termination by Tenant ii Page 454 of 551 Section 10.11 Third Party Beneficiaries 33 Section 10.12 Attorneys' Fees 33 Section 10.13 Covenants Running With the Land 33 Section 10.14 Governing Law 34 Section 10.15 Memorandum 34 Section 10.16 Joint and Several Liability 34 Section 10.17 Binding on Partial Interests 34 Section 10.18 Savings Clause 34 Section 10.19 No Waiver 34 Section 10.20 Entire Agreement; Modifications; Conflicts 34 Section 10.21 Multiple Counterparts 34 Section 10.22 Provision of Copy of Lease 35 Section 10.23 Cooperation on Owner's Interest 35 Section 10.24 Restricted Area 35 iii Page 455 of 551 LEASE AGREEMENT THIS LEASE AGREEMENT ("Agreement") is made, dated and effective as of (the "Effective Date"), and between the Owner ("Owner") and Tenant ("Tenant"), designated in the Basic Terms and Conditions below: Basic Terms and Conditions Effective Date of this Agreement: Owner: Waterloo Airport Commission Owner's Address: 715 Mulberry St., Waterloo, IA 50703 Tenant: Grand Husk Solar, LLC, a Delaware limited liability company Tenant's Address: 320 N. Sangamon Street, Suite 1025, Chicago, Illinois 60607 Property: 257.99 acres in the County of Black Hawk, Iowa as specifically described in Exhibit A. Length of Lease Term: The "Development Term" shall be a period of five (5) years from the Effective Date, with two (2) one (1)- year extension options (i.e., totaling up to seven (7) years if all options and extensions are exercised), all as set forth in Section 2.2(a). The "Construction Term" shall commence on the Construction Commencement Date and be for a period of up to three (3) years, all as set forth in Section 2.2(b). The Tenant may exercise an option to extend the term of the Lease through the Production Term by achieving the Generation Commencement Date. Should the Generation Commencement Date occur any time prior to the expiration of the Construction Term, the "Production Term" will automatically commence and continue, unless terminated earlier as provided herein, to a date which is twenty (20) years from the Generation Commencement Date, subject to four (4) extension terms of five (5) years each (i.e., totaling up to forty (40) years of Production Term if all options and extensions are exercised), all as provided in Section 2.2(c). The "Restoration Term" shall begin on the expiration or earlier termination of (a) the Construction Term, if it occurs and if construction has commenced, or (b) the Production Term, if Tenant does exercise an option to extend the term of the Lease through the Production Term, and shall Page 456 of 551 expire on the earlier of (y) when Tenant completes the Restoration Obligations, or (z) twelve (12) months from the date the Restoration Term begins. Development Term Rent: One-time payment of $50.00 per acre subject to this Agreement (excluding the Restricted Area) to be paid by Tenant to Owner (the "Signing Fee"), as well as and to the extent applicable $50.00 per acre subject to this Agreement (excluding the Restricted Area) to be paid by Tenant to Owner at the end of each twelve (12) month period during the Development Term (the "Periodic Development Term Rent"), and if the Development Term is extended, a one-time payment for each extension of $30.00 per acre subject to this Agreement (excluding the Restricted Area) (the "Additional Development Term Rent" and together with the Signing Fee and Periodic Development Term Rent, the "Development Term Rent"). Development Term Rent is payable as required in Section 3.1. Construction Term Rent: If the Construction Commencement Date has occurred, then an annual payment of $350.00 per acre times the number of acres of the Property which Tenant's plans show will be enclosed by a fence to be constructed for the Project shall be paid by Tenant to Owner (the "Construction Term Rent"). Construction Term Rent is payable as required in Section 3.2. Production Term Rent: During the Production Term (if it occurs), Tenant will pay Owner for the first Lease Year an amount equal to $1,400.00 (the "Production Term Rent Multiplier") multiplied by the total number of acres of the Property which are enclosed by a fence constructed for the Project or which Tenant's plan show will be enclosed by a fence to be constructed for the Project. The Production Term Rent Multiplier shall increase by two percent (2%) per Lease Year during the Production Term. All of the foregoing shall be referred to as the "Production Term Rent". Restoration Term Rent: Tenant will not owe any amounts to Owner as rent during the Restoration Term. ARTICLE 1 DEFINITIONS AND CONSTRUCTION 2 Page 457 of 551 Section 1.1 Defined Terms. When used in this Agreement, the following capitalized terms shall have the definitions indicated: "Additional Lease Rights": Shall have the meaning set forth in Section 4.1. "Affiliate": any Person (i) who, directly or indirectly (including through one or more intermediaries), holds an equity interest in Tenant (a "Parent Company") or (ii) in which Tenant or a Parent Company, directly or indirectly (including through one or more intermediaries) holds an equity interest. "Agreement": This Lease Agreement (including the Lease and Lease Rights). "Award": Shall have the meaning set forth in Section 10.6(b). "CERCLA": Shall have the meaning set forth in Section 10.2(c). "Confidential Information": Shall have the meaning set forth in Section 7.7. "Construction Commencement Date": The earlier of: (a) the date Tenant provides written notice to Owner of the Construction Commencement Date; or (b) the date when Tenant commences the installation of vertical improvements for Solarpower Facilities for the Project on the Property and is diligently pursuing construction of the Project on the Property. For the avoidance of doubt, pre -construction studies, surveys, and development -related diligence shall not be considered construction commencement. "Construction Term": The period beginning on the Construction Commencement Date and terminating upon expiration or earlier termination as provided herein. "Construction Term Rent": Shall have the meaning set forth in the Basic Terms and Conditions. "County": The county in which the Property is situated. "Development Term": The period during which Tenant performs development activities, including but not limited to measuring the solar resource, obtaining permits, securing Tenant's position to interconnect into the grid, as more particularly defined in the Basic Terms and Conditions and Section 2.2(a). "Development Term Rent": Shall consist of the Signing Fee and, if applicable, the Periodic Development Term Rent and the Additional Development Term Rent, and have the meaning set forth in the Basic Terms and Conditions. "Effective Date": Shall have the meaning given in the first sentence of this Agreement. "Encumbrances": Any liens, encumbrances, covenants, conditions, reservations, restrictions, easements, leases, licenses, occupancies, tenancies, mineral rights, water rights or other matters affecting, relating to or encumbering the Property or any portion thereof. 3 Page 458 of 551 "Environmental Laws": Shall have the meaning set forth in Section 10.2(c). "Event of Default": Shall have the meaning set forth in Section 8.1. "Event of Force Majeure": Strikes, lockouts or other labor disturbances; delays in transportation; inability to secure labor or materials in the open market; acts of God or the elements, including fire, flood, washout, perils at sea, lightning, earthquake or accidents; conditions arising out of or attributable to acts of war, civil disturbances or riots; the effect of any Law; the failure of any governmental authority to issue any permit, entitlement, approval or authorization within a reasonable period of time after an application for the same has been submitted; the inability to sell electricity at commercially reasonable prices in the open market; orders of curtailment or suspension or cessation of transmission system operations by MISO; or any other matter or condition beyond the reasonable anticipation and control of the party in question, whether or not similar to the matters or conditions herein specifically enumerated; and (in the case of Tenant) while litigation contesting all or any portion of the right, title and interest of Owner in the Property and/or of Tenant under this Agreement shall be pending and not finally determined "Expenses": Any and all expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against hereunder (including, without limitation, court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals), and any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, expenses, deficiencies or other charges with respect thereto, but excluding in any event any Party's own (i.e., not damages claimed by a third party) lost profits and other special or consequential damages, which result from the indemnifiable events described herein. "Extension Date": Shall have the meaning set forth in Section 2.2(c). "Extension Term": Shall have the meaning set forth in Section 2.2(c). "Generation Commencement Date": The earlier of: (a) the date Tenant provides written notice to Owner of the Generation Commencement Date; or (b) the date on which any Solarpower Facilities that are being constructed on the Property have passed their initial performance tests and have begun to commercially deliver electricity into the transmission grid. "Hazardous Materials": Shall have the meaning set forth in Section 10.2(d). "Indemnified Party": Shall have the meaning set forth in Section 10.4. "Indemnifying Party": Shall have the meaning set forth in Section 10.4. "MISO": MISO, a Regional Transmission Organization. 4 Page 459 of 551 "Laws": All valid and applicable laws, statutes, ordinances, regulations, orders and assessments of any federal, state, county or local governmental authority with jurisdiction over the Project or the Property. "Lease": The Lease created by this Agreement. "Lease Rights": The following lease rights in, on, under, over, across, along and above the Property: (a) A right of access and of ingress to and egress from the Project, as well as a right for access to and from adjacent lands in the Project, in each case by means of any existing roads on the Property, and by such other roads as Tenant may construct on the Property from time to time at locations reasonably agreed between Tenant and Owner, for the benefit of and for purposes incidental to Operations on the Property, provided that Owner agrees to approve at least one road location to the Project; (b) The right to install, use, repair, improve, relocate, replace and remove Transmission Facilities to be placed in locations selected by Tenant. (c) A non-exclusive right for any audio, visual, view, light, shadow, noise, vibration, air turbulence, wake, electromagnetic or other effect of any kind or nature whatsoever resulting, directly or indirectly, from any Operations conducted, or Project owned, leased, operated or maintained by Tenant on the Property and on lands near the Property. (d) The right to use construction staging and laydown areas in locations reasonably agreed between Tenant and Owner for installing, using, repairing, improving, relocating, replacing, and removing the Project. (e) The exclusive right to study, develop and use the Property for converting solar energy into electrical energy and collecting and transmitting the electrical energy so converted. (t) the Property. The exclusive right to access, relocate and maintain the Project located on (g) The exclusive right to capture, use and convert unobstructed solar resources over and across the Property. (h) The right to subjacent and lateral support for the Project. "Lease Year": The period from the Generation Commencement Date through the December 31 of the calendar year in which the Generation Commencement Date occurs (which shall be deemed the first Lease Year), and each subsequent calendar year during the Production Term. "Lender": Any financial institution or other Person that from time to time provides secured financing for some or all of the Project or Operations, and any agent, security agent, 5 Page 460 of 551 collateral agent, indenture trustee, loan trustee, loan participant or participating or syndicated lenders involved in whole or in part in such financing, and their respective representatives, successors and assigns. "Lender's Lien": Shall have the meaning set forth in Section 9.2. "Monetary Default": Shall have the meaning set forth in Section 8.1. "Non -Monetary Default": Shall have the meaning set forth in Section 8.1. "Notice of Default": Shall have the meaning set forth in Section 8.1. "Operations": The activities which Tenant has the right to undertake pursuant to Section 5.1. "Owner": The legal owner of the Property described in the Basic Terms and Conditions and as further defined in Exhibit A. "Owner Nonrenewal Notice": Shall have the meaning set forth in Section 2.2(c). "Person": Any individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government or any agency or political subdivision thereof, or any other form of entity. "Production Term": The period beginning on the Generation Commencement Date and terminating upon expiration or earlier termination as provided herein. "Production Term Rent": Shall have the meaning set forth in the Basic Terms and Conditions. "Project": The Solarpower Facilities, Transmission Facilities, electric transformers, energy storage facilities, telecommunications equipment related to the Solarpower Facilities, roads, meteorological stations and solar energy measurement equipment (including pyranometers), maintenance, administrative and storage areas and buildings, reasonable signage and all related improvements and equipment, portions of which are located on the Property. "Property": The Property as described in the Basic Terms and Conditions. "Real Property Records": The official public records of the County or Counties in which deeds and other instruments affecting title to real property are required to be recorded to place third parties on constructive notice of them. "Rent": The Development Term Rent, Construction Term Rent, Production Term Rent, and Restoration Term Rent as described in Article 3. 6 Page 461 of 551 "Restoration Obligations": Tenant's obligation to (i) remove from the Property any part of the Project owned, installed or constructed by Tenant thereon except for roads, (ii) fill in and compact all trenches or other borings or excavations made by Tenant on the Property (excepting borrow pits and quarries), and (iii) leave the surface of the Property free from debris, as more particularly defined and described in Section 6.6. "Restoration Term": As more particularly defined in the Basic Terms and Conditions, Section 2.2(d), and Section 6.6, the period beginning on (a) the expiration or earlier termination of the Construction Term, if it occurs and if construction has commenced, or (b) if the Production Term commences, the expiration or earlier termination of the Production Term, and expiring on the earlier of (y) when Tenant completes the Restoration Obligations, or (z) twelve (12) months from the date the Restoration Term begins. "Restoration Term Rent": Shall have the meaning set forth in the Basic Terms and Conditions. "Solar Panel": A photovoltaic generation unit which converts sunlight into electrical current which is included in the Solarpower Facilities. "Solarpower Facilities": Solar -powered electric generating facilities, including Solar Panels, other photovoltaic generating equipment and such other solar -powered generating equipment as reasonably determined by Tenant, related infrastructure and the ancillary improvements and equipment providing support or otherwise associated therewith, all of which is located on the Property and on any other real property included in the Project. "Stand -Alone Lease Right": Shall have the meaning set forth in Section 4.2. "Taking": Shall have the meaning set forth in Section 10.6(a). "Term": The Development Term, the Construction Term (if it becomes effective) the Production Term (if it becomes effective and including one or more Extension Terms if exercised), and the Restoration Term each as described in Section 2.2. "Town": The town in which the Property is situated. "Transmission Facilities": Underground and above -ground wires and cables, for the transmission of electrical energy and/or for communication purposes, and all necessary appliances and fixtures for use in connection with said wires and cables under, along, above and in or adjacent to the Property; and one or more substations or interconnection or switching facilities, together with all related or appropriate rights of way, on, along and in or adjacent to the Property. Section 1.2 Construction. In this Agreement, unless the context otherwise requires, the singular shall include the plural, the masculine shall include the feminine and neuter, and vice versa. The terms "include," "includes" and "including" shall be deemed to be followed by the words "without limitation." The term "year" refers to a calendar year, the term "month" refers to a calendar month, and any period measured by a "year" or a "month" from a reference date refers to the period beginning on such reference date and ending on the same date of the next succeeding 7 Page 462 of 551 calendar year or month, respectively, or, if no such date exists in the next succeeding calendar month, the last day of such next succeeding calendar month. References to a Section or Exhibit shall be references to a Section of, or Exhibit to, this Agreement unless specifically stated otherwise. A reference to a given agreement or instrument shall be a reference to that agreement or instrument as modified, amended, supplemented and restated through the date as of which such reference is made. The term "or" is not exclusive, the term "shall" is mandatory and the term "may" is permissive. Owner and Tenant acknowledge that each was actively involved in the negotiation and drafting of this Agreement and that no law or rule of construction shall be raised or used in which the provisions of this Agreement shall be construed in favor of or against either party because one is deemed to be the author thereof. Captions or titles used herein are for convenience of reference only and do not affect the meaning or intent hereof. ARTICLE 2 GRANT OF RIGHTS; TERM Section 2.1 Lease and Grant of Lease Rights. For the good and valuable consideration provided herein, the receipt and sufficiency of which are hereby acknowledged by Owner and Tenant, Owner hereby leases to Tenant, and Tenant leases from Owner, the Property, and Owner grants to Tenant the Lease Rights. Section 2.2 Term of Lease. The term of this Agreement shall consist of the Development Term plus, if it becomes effective, the Construction Term, plus, if it becomes effective, the Production Term, plus, if exercised, up to four (4) Extension Terms, plus, if it becomes effective, the Restoration Term. Prior to the expiration of the Development Term, Tenant shall have the option to extend the term of this Agreement through the Construction Term, exercise of such option by Tenant being made and evidenced solely by achievement of the Construction Commencement Date. Prior to the expiration of the Construction Term, Tenant shall have the option to extend the term of this Agreement through the Production Term, exercise of such option by Tenant being made and evidenced solely by achievement of the Generation Commencement Date. Notwithstanding any other provision of this Agreement (including any Lender protection provisions), if the Development Term or Construction Term of this Agreement expires in accordance with the terms of this Agreement, prior to the Generation Commencement Date occurring, this Agreement shall automatically terminate at the expiration of the Restoration Term, if applicable (a) The Development Term shall commence on the Effective Date and continue for a period of up to five (5) years, provided, however, that Tenant shall have the right to extend the Development Term two (2) times for an additional one (1) year each by delivering written notice of such extension to Owner at least thirty (30) days prior to the then -current expiration date of the Development Term, in the event Tenant extends the Development Term, Tenant shall owe the Additional Development Term Rent as set forth in Section 3.1. The Development Term shall, in all events, terminate on the Construction Commencement Date and the Construction Term shall commence. (b) The Construction Term shall commence on the Construction Commencement Date and continue for a period of up to three (3) years. The Construction Term 8 Page 463 of 551 shall, in all events, terminate on the Generation Commencement Date and the Production Term shall commence. (c) The Production Term, if it occurs, shall commence on the Generation Commencement Date and continue to the date that is twenty (20) years from the Generation Commencement Date, provided, however, that Tenant shall have the right to extend the Production Term by four (4) separately exercised periods of five (5) years each (each such five year period, an "Extension Term") if Tenant delivers written notice of such extension to Owner at least one hundred eighty (180) days prior to the then -current expiration date of the Production Term or the then -current expiration date of the Extension Term, as applicable (the "Extension Date"). The parties understand that the Production Term could total up to forty (40) years if all four (4) options for Extension Terms are exercised and this Agreement is not earlier terminated by Tenant in accordance with its terms. The parties intend that the Tenant not lose any option to extend an Extension Term through inadvertence or mistake. Accordingly, and notwithstanding the foregoing, if Tenant shall fail to exercise its renewal option for an Extension Term within such time period as set forth above, Tenant's right to exercise its option for an Extension Term shall nonetheless continue for an additional sixty (60) days following receipt of Owner's notice to Tenant and to any Lender of the failure of Tenant to timely exercise such option (the "Owner Nonrenewal Notice"),If either Tenant or Lender provides notice to Owner of its intent to exercise such option within such sixty (60) day period following receipt of the Owner Nonrenewal Notice, then such exercise by Tenant or Lender shall be deemed timely given. (d) The Restoration Term shall commence on the expiration or earlier termination of (i) the Construction Term, if it occurs and if construction has commenced, or (ii) the Production Term, if Tenant does exercise an option to extend the term of the Lease through the Production Term. The Restoration Term shall expire on the earlier of (y) when Tenant completes the Restoration Obligations, or (z) twelve (12) months from the date the Restoration Term begins. ARTICLE 3 RENT Section 3.1 Development Term Rent. During the Development Tenn, Tenant shall pay to Owner the Development Term Rent in the amount provided for in the Basic Terms and Conditions. The Signing Fee is payable within forty-five (45) days from the Effective Date. Each payment of the Periodic Development Term Rent is payable within forty-five (45) days after the end of each 12-month period of the Development Term (for example, the first such 12-month period expiring 12 months after the Effective Date). If Tenant exercises an option to extend the Development Term for one (1) additional year, then the Additional Development Term Rent is payable within forty-five (45) days from the date when the additional one (1) year of the Development Term commences. Tenant shall have no obligation to make any payment to Owner otherwise required under this Agreement until Tenant has received from Owner a completed Internal Revenue Service Form W-9. Section 3.2 Construction Term Rent. During the Construction Term, if it occurs, Tenant shall pay to Owner the Construction Term Rent in the amount provided for in the Basic Terms and Conditions. The Construction Term Rent is payable within forty-five (45) days from the Construction Commencement Date and within forty-five (45) days from each annual anniversary 9 Page 464 of 551 thereof for the remainder of the Construction Term. If the Construction Commencement Date occurs during any one (1) year period in which Development Term Rent has been paid, including in a year in which Tenant has extended the Development Term, the Construction Term Rent shall be reduced by the prorated amount of the Development Term Rent or the Additional Development Term Rent, as applicable, for the remaining period for which Development Term Rent has been paid. For illustrative purposes only, if the Construction Commencement Date occurs six (6) months into the first year the Development Term is extended, the Construction Term Rent shall be reduced by a prorated amount that is equal to six (6) months of the Additional Development Term Rent. Section 3.3 Production Term Rent. (a) During the Production Term, if it occurs, Tenant shall pay to Owner the Production Term Rent for each Lease Year as provided for in the Basic Terms and Conditions. If the Generation Commencement Date occurs during any one (1) year period in which Construction Term Rent has been paid, the Production Term Rent shall be reduced by the prorated amount of the Construction Term Rent for the remaining period for which Construction Term Rent has been paid. For illustrative purposes only, if the Generation Commencement Date occurs six (6) months into the first year of the Construction Term, the Production Term Rent shall be reduced by a prorated amount that is equal to six (6) months of the Construction Term Rent. (b) Payment of Rent. The Production Term Rent shall be paid to Owner within thirty (30) days of the Generation Commencement Date. Subsequent Production Term Rent shall be paid annually within thirty (30) days of the first day of each Lease Year. Notwithstanding any of the foregoing, Tenant shall have no further liability to make any payments of Development Term Rent, Construction Term Rent or Production Term Rent under this Agreement following its termination or expiration. If the first or last Lease Year is less than an entire calendar year, the Production Term Rent shall be prorated for the applicable portion of such Lease Year. Section 3.4 Restoration Term Rent. Tenant shall not owe any amounts to Owner as rent during the Restoration Term. Section 3.5 Payment Adjustments. If Owner owns less than the full surface estate in all or any part of the Property, all payments required hereunder shall be reduced to the proportion that Owner's interest in the Property bears to the full surface estate in the Property, or any portion thereof. Section 3.6 Crop Compensation, Pivot and Drip Irrigation, and CRP. Tenant shall use its commercially reasonable efforts to avoid damaging Owner's existing cultivated land, pastureland and pivot or drip irrigation systems ("Irrigation System") if located on the Property. If Tenant's development of the Project: (a) damages or destroys any of Owner's crops or saw -log timber on such cultivated land, then Tenant shall reimburse Owner the fair market value for the year in which the crop damage occurred, as established by Multi -Peril Insurance historic yields for the ten (10) previous years, for any damage to or displacement of Owner's cultivated crops on the Property caused by Tenant, (b) damages or destroys any of Owner's pasture land, then Tenant will reseed the affected areas with grasses and/or natural vegetation in accordance with the reasonable and customary standards in the area for restoring and reseeding pastureland, or (c) damages or 10 Page 465 of 551 causes Owner to relocate the Irrigation System, the Tenant shall reimburse Owner for the fair market value, for the year in which the crop damage occurred, of the cost to relocate, repair or replace the Irrigation System, whichever cost is less. If Owner is a party to a Conservation Reserve Program contract ("CRP Contract") with the U.S. Department of Agriculture pursuant to 7 C.F.R. Part 1410 regarding the Property, then Owner shall provide Tenant with a true and complete copy of such CRP Contract, together with all amendments and modifications, and if applicable, Tenant shall reimburse Owner for (a) any rental payments, or portion thereof, Owner would have received from the U.S. Department of Agriculture but for locating the Project on the Property, and (b) the penalties and interest, if any (including for any past payments received by Owner that must be repaid by Owner), assessed by, the U.S. Department of Agriculture as a result of the location of the Project on the Property. Owner shall cooperate with Tenant in completing and submitting documents to obtain any exemptions allowed under the Conservation Reserve Program for the use of the Project on the portions of the Property covered by a CRP Contract. Section 3.6 shall not apply to Owner's cultivated land, pastureland, and Irrigation System(s) existing after the Construction Commencement Date or notice to Owner thereof. Section 3.7 Payment Allocations. Tenant shall make all payments due under this Agreement to Owner as provided below: Waterloo Airport Commission 715 Mulberry St. Waterloo, IA 50703 % of each payment: 100% For the avoidance of doubt, Tenant's failure to make payments pursuant to this Section 3.7 shall not constitute an Event of Default, so long as payment is made to Owner at the address provided in the Basic Terms and Conditions. Owner acknowledges and agrees that payment of all sums due under this Agreement pursuant to this Section 3.7 shall satisfy all requirements for the payment of Rent and other sums required to be made by Tenant under this Agreement. ARTICLE 4 LEASE RIGHTS Section 4.1 Additional Lease Rights. If Tenant wishes to obtain from Owner one or more lease rights on, over, across, along and/or above any real property that is owned or controlled by Owner and adjacent to the Property (each, an "Additional Lease Right"), in connection with, for the benefit of and for purposes incidental to the Project, including the right to install and maintain on such other real property (i) transmission lines and facilities, both overhead and underground, which carry electrical energy to and/or from the Project, (ii) communications lines and facilities, both overhead and underground, which carry communications to and/or from the Project, and/or (iii) metering equipment, substations, switching stations, solar energy measurement equipment and control, maintenance and administration buildings that benefit the Project, then upon request Owner shall grant to Tenant such a lease right in such location or locations as Tenant may reasonably request, provided that Tenant shall agree to pay to Owner a fee consistent with the 11 Page 466 of 551 Production Term Rent for the number of acres subject to such Additional Lease Right in addition to all other amounts payable by Tenant to Owner hereunder. Section 4.2 Stand -Alone Lease Rights. Owner acknowledges that commercial operation of the Project may require, from time to time during the Project's existence, additional lease rights in favor of certain third parties on the Property and on the real property that is owned by Owner and adjacent to the Property. Accordingly, if the independent system operator with jurisdiction over the system in which the Project operates, the transmission system owner or operator to whose transmission lines the Project interconnects, the phone or other communications provider, or the off -taker to whom output and/or renewable energy credits from the Project is to be sold, determines that one or more separate, stand-alone lease (each, a "Stand -Alone Lease Right") on, over, across, along and/or above the Property and any real property that is owned by Owner and adjacent to the Property, including the right to install and maintain on the Property (i) transmission lines and facilities, both overhead and underground, which carry electrical energy to and/or from the Project, (ii) communications lines and facilities, both overhead and underground, which carry communications to and/or from the Project, and/or (iii) metering equipment, substations, switching stations, solar energy measurement equipment and control, maintenance and administration buildings that benefit the Project, is reasonably required for the efficient and/or safe operation of the Project, then upon request Owner shall grant to such third party such an lease right in such location or locations as such party may reasonably request, provided that such party shall agree to pay to Owner a reasonable fee agreed to by Owner in advance for such lease right in addition to all other amounts payable by Tenant to Owner hereunder. Section 4.3 Nature of Lease Rights, Additional Lease Rights and Stand -Alone Lease Rights. Each Lease Right, Additional Lease Right and Stand -Alone Lease Right (i) shall be in the nature of and similar to the Lease Rights granted to Tenant under Section 2.1 and shall be in a form reasonably acceptable to Tenant and Owner, such Affiliate or the grantee of such lease rights as applicable (which form shall at a minimum include lender protective provisions comparable to those included herein), (ii) shall be a lease right in favor of Tenant or such other holder of such lease right, and (iii) shall, upon the granting thereof, be included within the meaning of the term "Lease Rights", except where otherwise stated or where the context otherwise requires. Each Lease Right, Additional Lease Right and Stand -Alone Lease Right shall inure to the benefit of and be binding upon Owner and the holder of such Lease Right, Additional Lease Right or Stand - Alone Lease Right, as the case may be, and their respective successors and assigns, and all persons claiming under them. Section 4.4 Separate Storage Leases. If Tenant from time to time so requests and provided that no uncured Event of Default then exists under this Agreement, Owner shall promptly execute and deliver to Tenant or an Affiliate selected by Tenant one (1) or more separate, independent lease agreements for separate and distinct battery energy storage projects to be located on the Property, which separate, independent lease agreements shall be on substantially the same terms and in substantially the same form as this Agreement. 12 Page 467 of 551 ARTICLE 5 PERMITTED USE; RIGHTS OF PARTIES; DEVELOPMENT PROGRESS Section 5.1 Permitted Use. Tenant shall use the Property solely for solar energy purposes, and Tenant shall also have the exclusive right to use the Property for solar energy purposes. "Solar energy purposes" means converting solar energy into electrical energy, and collecting, storing and transmitting the electrical energy so converted, together with any and all other activities related thereto, including (i) determining the feasibility of solar energy conversion on the Property, including studies on solar irradiance, light direction and other meteorological data and extracting soil samples, and all other testing, studies or sampling desired by Tenant; (ii) constructing, installing, using, replacing, relocating, controlling and removing from time to time, and maintaining and operating the Project; and (iii) undertaking any other activities, whether accomplished by Tenant or a third party authorized by Tenant, that Tenant reasonably determines are necessary, useful or appropriate to accomplish any of the foregoing, including the right to erect, construct, reconstruct, replace, relocate, remove, control, maintain and use Transmission Facilities from time to time in connection with the Project. Section 5.2 No Required Construction or Production. Nothing contained in this Agreement shall be construed as requiring Tenant (i) to undertake construction or installation or to alter or remove any part of the Project on the Property or elsewhere except for those requirements contained in Section 6.6 hereof, (ii) to continue operation of any part of the Project from time to time located on the Property or elsewhere or (iii) to generate or sell any minimum or maximized amount of electrical energy from the Property; and the decision if, when and to what extent that such construction and generation will occur shall be solely in Tenant's discretion. Owner acknowledges that Tenant has made no representations or warranties to Owner, including any regarding development of, or the likelihood of power generation from, the Property. ARTICLE 6 TENANT'S OBLIGATIONS Section 6.1 Compliance with Law. In conducting its Operations on the Property, Tenant shall comply in all material respects with all Laws; however, Tenant may contest the validity or applicability of any Law (including any property tax) to Tenant, the Project, the Operations, or any other activity or property of Tenant or Tenant's Affiliate, by appropriate legal proceedings brought in the name of Tenant or in the names of both Tenant and Owner where appropriate or required. Any such contest or proceeding, including any initiated by Tenant and maintained in the name of Owner, shall be controlled and directed by Tenant, but in consultation with Owner and at no cost to Owner, excepting proceedings which arise due to Owner's violation of any law. Tenant agrees to promptly reimburse Owner for any costs or fees (including reasonable attorney's fees) incurred by Owner in connection with this Section. Section 6.2 Location of Project and Care and Appearance. Tenant shall notify and reasonably consult with Owner regarding the location of the Project on the Property prior to the Construction Commencement Date; provided however, (i) such consultation is advisory only, (ii) Tenant shall not be restricted in any way from exercising Tenant's rights hereunder as a result of such consultation, and (iii) Tenant shall not be required to obtain Owner's approval or consent to the location of any part of the Project. Tenant shall bury all wires, cables and lines on the 13 Page 468 of 551 Property that are required to be buried at least twenty-four inches (24") below the surface of the Property. If such wires, cables, or lines become exposed at the surface or are not buried at least twenty-four inches (24") below the surface regardless of the cause, Tenant shall take all actions necessary to cause the wires, cables, and lines to be buried at least twenty-four inches (24") below the surface of the Property. Where commercially feasible, Tenant agrees to (x) install all overhead lines along existing transmission or utility easements and (y) bury collection cables and fiber optic cables either underneath or alongside newly -constructed roads. Tenant shall keep the Property clean and free of debris created by Tenant, its contractors, or others entering the Property at the request of Tenant. Tenant shall not use the Property for storage except for materials, construction equipment and vehicles directly associated with construction or maintenance of the Project on the Property or adjacent lands that are part of the Project and Tenant shall have the right to designate for use in this regard during the construction and development process (or at any time thereafter) such laydown yards or areas as it shall determine to be appropriate given the then current nature of the Operations. Tenant shall take commercially reasonable steps to maintain the grass on the Property in compliance with the Owner's wildlife hazard management plan at Tenant's sole cost and expense. Section 6.3 Fences and Gates. Tenant shall have the right to remove fences, gates, and cattle guards, but only as reasonably necessary to accommodate the Project; however, upon Owner's reasonable request, Tenant shall maintain, repair or replace any fences, gates, or cattle guards, damaged or removed in connection with Tenant's activities. Any fences, gates, or cattle guards repaired or replaced by Tenant shall be in conformance with the quality and style of the fences, gates, and cattle guards existing on, or if none are on then nearby, the Property. Fences removed from locations within the Property where Tenant has determined removal is necessary to avoid interference with its Operations, if replaced, shall be rebuilt by Tenant at its expense in other mutually agreeable locations and sufficient to withstand Tenant's uses for the Operations and of not less than the same style and quality installed by Owner elsewhere on the Property. Once completed, all replacement fences, gates and cattle guards shall be owned and maintained by Owner. If Tenant makes a new entrance through any existing fence, Tenant shall install a cattle guard sufficient to withstand Tenant's uses for the Operations and of not less than the same style and quality installed by Owner elsewhere on the Property. Tenant will reseed areas cleared by Tenant and used for lay -down or storage areas with the same types of grasses or crops found on adjacent tracts if Owner reasonably requests such reseeding. Section 6.4 Operations. During the Development Term, Tenant may access the Property following prior notice to the Owner (which notice may be oral), except in the event of an emergency, where no prior notice shall be required. During the Construction Term and the Production Term, Tenant shall have access to the Property twenty-four (24) hours a day, seven (7) days a week, without prior notice to Owner. Tenant and all Tenant personnel, and all personnel of third parties authorized to enter the Property by Tenant, shall follow the following rules while on the Property. Any individual who commits a third violation of these rules after receipt of written warning from Owner, may be fined in an amount not to exceed $500.00 per violation for each violation of these rules after receipt of written warning from Owner for the first and second violations. 14 Page 469 of 551 (a) All access gates shall remain padlocked at all times when not in use; all access gates, as well as all interior gates, shall remain closed at all times when not in use. (b) All personnel shall minimize, to the extent reasonably possible, the creation of dust and the introduction of noxious plants or vegetation to the Property. (c) At no time shall any of employees of Tenant, or any third parties authorized to enter the Property by Tenant bring any of the following onto the Property: (i) Weapons of any type, including but not limited to, guns, bows and arrows, or sling shots. (ii) Animal calling devices. (iii) Fishing equipment or nets. (iv) Dogs, cats or any other animals. (v) Alcoholic beverages. (vi) Illegal drugs or related paraphernalia. (d) Smoking is prohibited except in designated construction areas and in vehicles. Tenant will employ prudent precautions to prevent fires, including avoiding the build- up of plant material under vehicles. In the event a grass fire is started, Owner shall be promptly notified, as well as emergency personnel if necessary. Tenant agrees to pay to Owner a reasonable fee per acre for fire damage but not less than $50.00 per acre for fire damage to existing crops and/or pasture land (whether located on the Property or adjacent lands owned by Owner) that is caused by Tenant, its employees, contractors, agents or any individual allowed onto the Property by Tenant. Such payment shall be due and payable within thirty (30) days of such fire. Such payment shall in no way limit or waive Owner's right to obtain payment for fire damage to animals, structures, equipment or other things located on the Property, or lands adjacent to the Property. (e) Tenant shall keep the Property clean and free of all trash and litter which may emanate from Tenant or its employees, agents, contractors or invitees operations on the Property, and if Tenant does not do so within ten (10) days after written notice from Owner, Tenant agrees to pay Owner's reasonable costs of picking up such litter and trash either on the Property or adjacent lands. Under no circumstances will Tenant bury or burn any trash, debris or foreign material of any nature on the Property. (f) Tenant, its employees, contractors, agents and any individual allowed onto the Property by Tenant shall not bury, dump, spill or discharge any Hazardous Materials (as defined in Section 10.2), gasoline, oil, hydraulic fluid, fuel, paint or other foreign, toxic, or other waste substances on the Property. (g) No wood, plants, animals (dead or alive), artifact or any other item that was not originally brought onto the Property by Tenant's personnel will be removed from the Property. 15 Page 470 of 551 (h) The following speed limits shall be strictly observed while using roads on the Property: thirty-five (35) miles per hour during daylight; twenty-five (25) miles per hour after dark. Section 6.5 Payment of Claims. Tenant shall pay, when due, all claims for labor or materials furnished to or for Tenant at the Property, which claims are secured by any mechanic's or materialmen's lien against the Property; however, Tenant may contest such claims by appropriate legal proceedings brought in the name of Tenant or in the names of both Tenant and Owner where appropriate or required, so long as Tenant pays and satisfies any adverse judgment that may be rendered thereon before the enforcement thereof. Any such contest or proceeding, including any maintained in the name of Owner, shall be controlled and directed by Tenant. Section 6.6 Restoration. Subject to the rights of Lenders upon termination of this Agreement as provided herein, and subject to the rights of Lease Right holders as provided in Article 4, during the Restoration Term, Tenant shall complete the Restoration Obligations; provided however, the Restoration Obligations shall not include the replanting of trees, removing of access roads or regrading to existing conditions, and Tenant shall only be required to remove any part of the Project located beneath the surface of the land (such as, without limitation, footings and foundations) to a depth of twenty-four (24) inches below the surface of the land. Nothing contained in this Section shall be construed as precluding Tenant from taking any of the foregoing actions at any time during the Development Term, the Construction Term, or the Production Term. No less than thirty (30) days prior to the commencement of the Restoration Term, Tenant shall provide to Owner and maintain during the remainder of the Term one or more performance bonds, letters of credit, or another form of financial security in such type and amount determined in the Tenant's discretion, in each case in form and substance to secure Tenant's completion of the Restoration Obligations. The amount of any financial security maintained by Tenant pursuant to the prior sentence shall be reduced by the scrap and salvage value of the Project. In the event any federal, state, county or local governmental authority with jurisdiction over the Project or the Property requires bonding or other security securing decommissioning and the Restoration Obligations, then Tenant's satisfaction of those requirements shall satisfy all bonding or other security requirements under this Section 6.6. No less than thirty (30) days prior to the commencement of the Restoration Term, Tenant shall provide to Owner a decommissioning plan for Tenant's satisfaction of the Restoration Obligations. Section 6.7 Taxes. Tenant shall pay prior to delinquency any property taxes levied and assessed by any governmental authority upon any part of the Project placed on the Property by Tenant. Owner shall pay when due any taxes attributable to (a) improvements or facilities installed by Owner or others (excluding Tenant) on the Property and (b) the underlying value of the Property; provided, however, that if, following the Construction Commencement Date, the taxes against the underlying value of the Property are increased by reason of a change of use determination by a taxing entity (including roll -back taxes assessed up to five (5) years after termination or expiration of this Agreement, provided Owner uses good faith efforts to obtain agricultural exemptions, if applicable, during such time) or increased assessment of the Property resulting from Tenant's Operations or any part of the Project thereon, then Tenant shall pay the entire amount of such increase so attributable. Owner and Tenant agree that during the Development Term hereof, no change in Owner's agricultural activities on the Property is required 16 Page 471 of 551 by this Agreement. Owner shall submit any real property tax bill regarding the Property and/or the Project (and any other communication from any government authority regarding the same) to Tenant within thirty (30) days after Owner's receipt thereof from the taxing authority. If any taxes payable by Tenant hereunder are levied or assessed in the name of Owner as part of the real property taxes payable by Owner, then, within thirty (30) days after Owner submits the real property tax bill to Tenant, Tenant shall reimburse Owner for all such taxes payable by Tenant hereunder. Tenant's obligations hereunder are subject to Tenant's right to contest pursuant to Section 6.1 and hereunder. Tenant shall have the right, in its sole discretion, to contest by legal proceedings (which may be brought in the name(s) of Owner and/or Tenant where appropriate or required), the validity or amount of any assessments or taxes for which Tenant is responsible hereunder. Owner shall in all respects cooperate with Tenant in any such contest. ARTICLE 7 OWNER'S OBLIGATIONS Section 7.1 No Interference. (a) Among the Lease Rights granted and conveyed by Owner to Tenant is the exclusive right to the flow of sunshine and solar irradiation to and across the Property. Owner covenants that neither Owner nor any other Person (other than Tenant and Persons claiming through or under Tenant) shall obstruct or interfere with such Lease Right for the free flow of sunshine and solar irradiation throughout the entire area of the Property ("Irradiation Lease Right"), which shall consist of horizontally three hundred and sixty degrees (360°) from each point within the Property where the Project is or may be located at any time or from time to time to the boundaries of the Property, and vertically through all space above the surface of the Property. (b) Accordingly, neither Owner's activities nor the exercise of any rights hereafter given or granted by Owner to any other Person (whether exercised on the Property or elsewhere), shall materially interfere with Tenant's then -existing lease or other rights relating to (i) access by Tenant or its Affiliates or contractors to the Property or any lands in the vicinity of the Property used by Tenant in the Operations associated with the Project, (ii) Operations of Tenant or its Affiliates or contractors on the Property or on any lands owned by Owner in the vicinity of the Property, (iii) the exercise of Tenant's rights under this Agreement, or (iv) the undertaking of any other activities permitted by Tenant hereunder. (c) Without limiting the generality of the foregoing, for so long as this Agreement is in effect, Owner covenants that, to ensure the Irradiation Lease Right referenced in Section 7.1(a), neither Owner nor any other Person that has obtained rights either from Owner or any party claiming, directly or indirectly, under Owner, shall interfere with solar irradiation or light direction over the entire Property or any lands owned or controlled by Owner in the vicinity of the Property on which Tenant or any Affiliate thereof owns, leases, operates or maintains Solarpower Facilities, and Owner shall not plant trees or construct buildings or other improvements that will adversely affect the full Irradiation Lease Right, or engage in any other activity on the Property or elsewhere, that might cause a decrease in the output or efficiency of any of the Solarpower Facilities. The parties acknowledge and agree that the grant of the Irradiation Lease Right and the covenants by Owner contained in this Agreement are a material inducement for Tenant to enter into this Agreement, and each of the parties acknowledge and 17 Page 472 of 551 recognize that a violation of the terms hereof will cause irreparable damage to Tenant and Tenant may have no adequate remedy at law for such violation. Accordingly, each of the parties agrees that Tenant shall be entitled, as a matter of right, to an injunction from any court of competent jurisdiction restraining any violation of such covenants and to specifically enforce Tenant's exclusive right to the Irradiation Lease Right. This right to injunctive relief will be cumulative and in addition to whatever remedies Tenant may otherwise have at law. (d) In the event that Owner becomes a party to an oil and gas lease or sub- surface agreement or mineral interest lease or sub -surface agreement affecting the Property that is executed after the date hereof, Owner agrees to include surface use provisions in such oil and gas or mineral interest lease or surface agreement substantially as follows: Lessee agrees that its lease is subordinate and subject to all leases, lease rights and easements that are of record as of the date of this Lease. Further, lessee covenants and agrees that lessee shall take all reasonable actions to accommodate the use of the surface of the leased property by the surface owner or other persons or entities having rights of use of the surface of the leased property, regardless of whether such uses or rights of use arise before or after the date of this lease. Lessee shall not have the right to damage, relocate, or remove any surface structure or improvement, without the express written consent of the owner of such structure or improvement, regardless of when such surface structure or improvement was constructed or installed. Lessee acknowledges that lessor and third parties ("Energy Tenant, " whether one or more) may execute one or more agreements, contracts, leases, or easements affecting the leased property authorizing the operation of solar power projects for generating electricity and related facilities on the leased property. Lessee agrees to fully cooperate with any Energy Tenant with regard to the use of the leased property. Lessee agrees to fully compensate any Energy Tenant for any damage caused by lessee to the facilities or property of such Energy Tenant. Lessee shall not drill any well or perform any subsurface activity within 300 feet of any solar power generating unit located on the leased property. Section 7.2 Compliance with Obligations. Owner shall comply on a timely basis with all of its legal and contractual obligations with respect to the Property, including the payment before delinquency of property taxes that are attributable to the underlying value of the Property or improvements thereon not owned by Tenant. If Owner fails to do so, then, without limitation upon any other rights or remedies that Tenant may have at law or in equity, Tenant may (but shall not be obligated to) pay or otherwise satisfy any unpaid property taxes or other obligations of Owner which, if left unsatisfied, could delay, interfere with, impair or prevent Operations or the exercise of any of Tenant's other rights under this Agreement, or the financing of the Project; and Tenant shall thereupon be subrogated to the rights of the obligee of such obligations. Without limitation on any other rights or remedies available to Tenant, any sums so expended by Tenant shall, at Tenant's election, either be (i) immediately reimbursed to Tenant by Owner or (ii) offset against any Rent or other amounts then or thereafter due and payable to Owner under this Agreement. 18 Page 473 of 551 Section 7.3 Rights of Third Parties. (a) From and after the Effective Date, any right, title or interest created by Owner in favor of or granted to any third party shall be subject to (i) this Agreement and all of Tenant's rights, title and interests created hereby, (ii) any Lender's Lien then in existence on the leasehold estate created by this Agreement, (iii) Tenant's right to create a Lender's Lien and (iv) any and all documents executed or to be executed by Tenant in connection with this Agreement. (b) If at any time during the Term any Encumbrance to Owner's title to the Property which was created prior to the Effective Date is found, exists or is claimed to exist against the Property or any portion thereof, creates rights superior to those of Tenant, and Tenant in its sole discretion determines that the existence, use, operation, implementation or exercise of such Encumbrance could delay, interfere with, impair or prevent Operations or the exercise of any of Tenant's other rights under this Agreement or the financing of the Project, Tenant shall be entitled to seek to obtain a subordination, non -disturbance agreement, consent or other agreement, including a recognition agreement in favor of any Lender (in a form and containing provisions reasonably acceptable to Tenant or its Lenders) from the holder of such Encumbrance that will eliminate such risks for the benefit of Tenant, and Owner shall use its best efforts to assist Tenant in connection therewith. Section 7.4 No Ownership Rights. Owner acknowledges and agrees that (i) Tenant is and shall remain the exclusive owner and operator of the Project, which is Tenant's personal property and which shall not be deemed a fixture, (ii) Owner has no right or interest in or to the Project, (iii) Owner may not sell, lease, assign, mortgage, pledge or otherwise transfer, alienate or encumber the Project with the fee interest or leasehold or other rights in or to the Property or otherwise; and (iv) notwithstanding anything to the contrary herein, Tenant has the right to remove the Project and its other personal property from the Property at any time and from time to time, including upon the expiration or earlier termination of this Agreement, in accordance with Section 6.6. Without limiting the generality of the foregoing, Owner hereby waives any statutory or common law lien that it might otherwise have in or to the Project or any part thereof. Any and all solar resource data collected by or on behalf of Tenant after the Effective Date is the sole property of Tenant. The solar resource data shall be Confidential Information. Section 7.5 Cooperation. (a) Owner shall fully support and cooperate (and shall use reasonable efforts to cause any other Person with any other right, title or interest in the Property to cooperate) with Tenant in the conduct of its construction and Operations and in otherwise giving effect to the purpose and intent of this Agreement, including in Tenant's efforts to obtain from any governmental authority or any other Person any environmental impact review, permit, entitlement, approval, authorization or other rights necessary or convenient in connection with construction and Operations; and Owner shall (and shall use reasonable efforts to cause any such other Person to) promptly upon request, without demanding additional consideration therefor, execute, and, if appropriate, cause to be acknowledged and recorded, any map, application, permit or document that is reasonably requested by Tenant in connection therewith (as well as any amendment to this 19 Page 474 of 551 Agreement or any recordable memorandum executed in connection herewith for purposes of correcting or replacing property descriptions based on surveys or other relevant information obtained after the Effective Date, or making other non -substantive corrections, additions or substitutions). Without limiting the generality of the foregoing, in connection with any application by Tenant for a governmental permit, approval, authorization, entitlement or other consent, Owner agrees (and shall use reasonable efforts to cause any such other Person to agree) not to oppose, in any way, whether directly or indirectly, any such application or approval at any administrative, judicial or legislative level. Further, in the event of legal proceedings related to Tenant's use of the Property after the Effective Date, except those arising out of the interpretation and/or enforcement of the Agreement, Owner shall, in all respects, fully cooperate with Tenant in any such proceeding. Owner agrees that Tenant may provide the Memorandum of Lease Agreement in lieu of any affidavit by Owner or other form of Owner's consent (whether oral or written) that may be requested or required in connection with Tenant's efforts to obtain any environmental impact review, permit, entitlement, approval, authorization, agreement or other rights necessary or convenient in Tenant's discretion for the Project. (b) Owner shall, promptly after the Effective Date, make available to Tenant copies of any and all surveys that relate to the Property (to the extent such information relates directly to the proposed Project) to the extent that the same are in Owner's possession or under its control. Upon request from Tenant, Owner shall cooperate with Tenant's efforts to obtain subordination and/or non-interference agreements with the holders of any mineral interests or other parties having any surface rights to the Property. Owner shall provide Tenant with all information in Owner's possession reasonably required by Tenant to make contacts with such holders and to negotiate such agreements, including the names, addresses and phone numbers of contact persons and the locations of any other holder's or party's equipment, improvements, or facilities located or proposed to be located on the Property. (c) Owner shall cooperate with Tenant in its development of the Project by avoiding the pasturing of animals on or near portions of the Property at which Tenant's construction, removal, maintenance or other similar activities are occurring. (d) Owner shall not obstruct passage along, into or from any road or area within the Property that is accessed in connection with the Operations, except that Owner may fence and gate such areas and gate roads if it provides the keys or combinations to Tenant for any gate locks. (e) Prior to the Construction Commencement Date, Owner shall remove any tangible personal property (e.g. goods, equipment, inventory, vehicles, trailers, farm implements, farm animals, parts/accessories, barrels/containers, discard/rubbish materials, etc.) from the Property. Section 7.6 Setback Waiver. To the extent that (i) Owner now or in the future owns or leases any land adjacent to the Property, or (ii) Tenant or any Affiliate thereof owns, leases or holds an easement over land adjacent to the Property and has installed or constructed or desires to install or construct any part of the Project on said land at and/or near the common boundary between the Property and said land, Owner hereby waives any and all setbacks and setback requirements, whether imposed by law or by any Person, including any setback requirements 20 Page 475 of 551 described in any applicable zoning ordinance or in any governmental entitlement or permit heretofore or hereafter issued to Tenant or such Affiliate. Further, if so requested by Tenant or any such Affiliate, Owner shall promptly, without demanding additional consideration thereof, execute, and if appropriate cause to be acknowledged and recorded, any setback waiver, setback elimination or other document or instrument required by any governmental authority or that Tenant or such Affiliate deems necessary or convenient to the obtaining of any entitlement or permit. Section 7.7 Confidentiality. Subject to any duties imposed by law by reason of recordation of the Memorandum of Lease Agreement, Owner shall hold in confidence, and shall require its principals, officers, employees, representatives and agents to hold in confidence, for the sole benefit of Tenant, (i) any accountings, (ii) all information pertaining to the Rent and to calculation of Rent payments (including the sale price of power), (iii) any other financial information provided by or on behalf of Tenant, (iv) any books, records, computer printouts, product designs or information regarding Tenant or an Affiliate thereof and (v) any information regarding resource assessment, energy output or availability from Operations on the Property (collectively, "Confidential Information"), whether disclosed by Tenant or an Affiliate thereof or discovered by Owner, unless such Confidential Information either (i) is in the public domain by reason of prior publication through no act or omission of Owner or its principals, officers, employees, representatives or agents, or (ii) was already known to Owner at the time of disclosure and which Owner is free to use or disclose without breach of any obligation to any Person. Owner shall not use any such Confidential Information for its own benefit, publish or otherwise disclose such Confidential Information to others, or permit the use of such Confidential Information by others for their benefit or to the detriment of Tenant. Notwithstanding the foregoing, Owner may disclose such information to (1) Owner's lenders, attorneys, accountants and other personal financial advisors, or (2) any prospective purchaser of the Property; provided that in making such disclosure Owner advises the party receiving the information of the confidentiality thereof and obtains the agreement of said party to abide by the confidentiality provisions above, and Owner shall be responsible to Tenant for any failure of any such third party to do so. Owner may also disclose such information pursuant to any lawful subpoena or court order, in which case Owner shall give Tenant sufficient advance notice of such proceedings to allow Tenant to oppose the issuance of the same (or, if this is not possible, as much notice as is practicable). Section 7.8 Division of Lease. If Tenant from time to time so requests and provided that no uncured Event of Default then exists under this Agreement, Owner shall promptly divide the Agreement into two (2) or more separate, independent agreements for separate and distinct solar power projects by entering into two or more new agreements that provide Tenant with separate leasehold rights to different portions of the Property, as designated by Tenant. Each of such new agreements shall (i) contain the same terms and conditions as this Agreement (except for any requirements that have been fulfilled by Tenant prior to the execution of such new agreements), (ii) be for a term equal to the remaining Term, (iii) contain a grant to Tenant of rights similar to the Lease Rights, covering such portion or portions of the overall Property as Tenant may designate, (iv) require payment to Owner of only a proportionate amount of Rent, and (v) enjoy the same priority as this Agreement over any Encumbrance created by Owner. Further, in the event of an uncured Event of Default (as defined below) by the Tenant under any such new agreement, such default shall not affect, or cause a termination of, this Agreement or any other separate new agreement. 21 Page 476 of 551 Section 7.9 Estoppel Certificates. Owner shall, within twenty (20) days after request by Tenant or any Lender, execute and deliver an estoppel certificate substantially in the form of Exhibit D, attached hereto, (i) certifying (if true) that this Agreement is in full force and effect and has not been modified, (ii) certifying (if true) that to the best of Owner's knowledge there are no uncured Events of Default hereunder, and no condition or event exists which, with the passage of time, would become an Event of Default (or, if any uncured Events of Default or any such conditions or events exist, stating with particularity the nature thereof), (iii) certifying the status of any conditions subsequent provided in this Agreement and (iv) containing any other certifications as may reasonably be requested. Any such statements may be conclusively relied upon by Tenant and any existing or proposed Lender. The failure of Owner to deliver any estoppel certificate within such time shall be conclusive upon Owner that (i) this Agreement is in full force and effect and has not been modified, (ii) there are no uncured Events of Default by Tenant hereunder, and no conditions or events exist which, with the passage of time, would become an Event of Default, (iii) any conditions subsequent set forth in this Agreement have been satisfied (except to the extent that such satisfaction, by the terms of this Agreement, is not due to occur until a future date) and (iv) the other certifications so requested are in fact true and correct. Section 7.10 Representations and Warranties of Owner. Owner hereby represents and warrants to Tenant that, as of the Effective Date: (a) (i) Owner is the sole fee owner of the Property (or the lesser interest designated in the Basic Terms and Conditions, as the case may be), and Owner's ownership interest is subject to no Encumbrances or any agreements that could affect Tenant's use, possession or occupancy of the Property except those filed in the Real Property Records and those unrecorded tenancies, lease agreements, claims of lease, or other occupancies or rights of Possession as enumerated in Exhibit B hereto, true and correct copies of which have been provided to Tenant, (ii) each Person signing this Agreement on behalf of Owner is authorized to do so, (iii) Owner has the full and unrestricted legal power, right and authority to enter into this Agreement, to grant the Lease and the Lease Rights to Tenant and to perform its obligations hereunder, (iv) no other Person (including any spouse) is required to join in this Agreement in order for the same to be fully enforceable by Tenant and for Tenant to enjoy all the rights and benefits accorded to it hereunder, (v) this Agreement, the Lease and the Lease Rights are and will be in full force and effect, without the necessity of any consent of or joinder herein by any other Person, (vi) this Agreement constitutes the valid and binding obligation of Owner, and is enforceable in accordance with its terms and (vii) Owner is not the subject of any bankruptcy, insolvency or probate proceeding. (b) To the best of Owner's knowledge, neither this Agreement nor the Property or any portion thereof is in violation of any Law. Each parcel of the Property is a separate legal parcel which may be developed, leased and financed in compliance with applicable subdivision laws and all local ordinances adopted pursuant thereto. (c) To the best of Owner's knowledge, there are no pending or threatened actions, suits, claims, legal proceedings or any other proceedings affecting or that could affect the Property or any portion thereof, at law or in equity, before any court or governmental agency. 22 Page 477 of 551 (d) To the best of Owner's knowledge, there are no commitments or agreements with any governmental agency or public or private utility affecting the Property or any portion thereof that have not been disclosed by Owner to Tenant and listed on Exhibit B hereto. (e) To the best of Owner's knowledge, there are no other material adverse facts or conditions relating to the Property or any portion thereof that could delay, interfere with, impair or prevent Operations or the exercise of any of Tenant's other rights under this Agreement, the Lease or the Lease Rights, or the financing of the Project. (f) To the best of Owner's knowledge, the Property is not enrolled in any and does not benefit from any tax abatements, reduced tax assessments, or other tax programs that are reasonably expected to be lost as a result of the construction and operation of the Project on the Property, resulting in an increase in taxes assessed against the Property. ARTICLE 8 DEFAULT; REMEDIES; PROTECTION OF LENDERS Section 8.1 Default. (a) Except as qualified by Section 8.2 and 8.4, if Tenant fails to perform its obligations hereunder (an "Event of Default"), then Owner shall have the right to seek actual monetary damages, specific performance, and/or injunctive relief if Tenant shall have failed to cure such Event of Default, within thirty (30) days in the case of a Monetary Default or within one hundred twenty (120) days in the case of a Non -Monetary Default, after Tenant has received written notice from Owner stating with particularity the nature and extent of such Event of Default and each Lender has received a duplicate copy of such notice as required by Section 8.4 (a "Notice of Default"); provided, however, that, in the case of a Non -Monetary Default, if the nature or extent of the obligation or obligations is such that more than one hundred twenty (120) days are required in the exercise of commercially reasonable diligence for performance of such obligation(s), then Tenant shall not be in default if Tenant commences such performance within such one hundred twenty (120) day period and thereafter pursues the same to completion with commercially reasonable diligence. For purposes hereof, a "Monetary Default" means an Event of Default consisting of the failure to pay when due any Rent or other monetary obligation of Tenant to Owner under this Agreement and any other Event of Default is sometimes referred to herein as a "Non -Monetary Default." (b) Owner's failure to perform any one of the following shall constitute an event of default of Owner ("Owner Event of Default"): (i) failure of any representation or warranty made by Owner in this Agreement to be true and correct in all material respects at any time during the Term, or (ii) the failure to comply with any provision of this Agreement, and such failure shall continue uncured for thirty (30) days after notice thereof by Tenant, provided that Owner is using commercially reasonable efforts to pursue such cure and provided, further, if such failure is not capable of being cured within such period of thirty (30) days with the exercise of reasonable diligence, then such cure period shall be extended for an additional reasonable period of time so long as Owner is exercising commercially reasonable efforts to cure such failure. Upon the occurrence and during the continuation of an Owner Event of Default, Tenant: (i) shall have 23 Page 478 of 551 the right to pursue any and all remedies under this Agreement, at law or in equity and (ii) may terminate this Agreement. Section 8.2 Owner's Right to Terminate for Monetary Default. (a) If and only if a Monetary Default shall occur, and such Monetary Default is not disputed in good faith by Tenant or a Lender through implementation of the escrow described in (b) below, then notwithstanding anything to the contrary contained in this Agreement, Owner may terminate this Agreement while such Monetary Default is still continuing if both of the following occur: (i) Tenant fails to cure the Monetary Default within thirty (30) days after receipt of the written Notice of Default from Owner (with a simultaneous duplicate copy to each Lender as set forth in Section 8.1(a) and Section 8.4), and then Tenant fails to cure the Monetary Default within thirty (30) days after receipt of a second Notice of Default from Owner (with a simultaneous duplicate copy to each Lender), which states in 14 point bold and all capitalized print at the top of the first page of the Notice of Default: NOTICE OF DEFAULT: FAILURE TO RESPOND COULD RESULT IN TERMINATION OF LEASE, and (ii) all Lenders fail to cure the Monetary Default within the forty five (45) day period permitted to them after receipt of their duplicate Notice of Default, all pursuant to Section 8.4. (b) If Owner alleges that a Monetary Default has occurred but Tenant or any Lender, in good faith, disputes Owner's contention, Tenant or such Lender may deposit the amount in controversy in escrow with any reputable third party escrow agent, or may interplead the same, which amount shall remain undistributed until final, non -appealable decision by a court of competent jurisdiction or agreement of the parties. Section 8.3 Limitation on Remedies. Notwithstanding any other provision of this Agreement or any rights or remedies which Owner might otherwise have at law or in equity, at all times after the Construction Commencement Date, Owner shall not (and hereby waives the right to) seek or commence any action or proceeding involving ejectment, eviction, removal of the Project from the Property, or any other similar remedy or rescission or reformation of this Agreement, and Owner shall be limited to the remedies authorized in Section 8.1 and 8_2 based on the type of Event of Default (Monetary or Non -Monetary); to be clear, Owner may only terminate this Agreement for uncured Monetary Default in accordance with Section 8.2. The rights and remedies of Owner set forth in this Section 8.3 are exclusive and Owner shall have no other remedies at law or equity or otherwise upon a Tenant default except as set forth herein. Each of the parties hereby waives any right to recover consequential damages, indirect or special damages or lost profits. Section 8.4 Protection of Lenders. 24 Page 479 of 551 (a) If Tenant has assigned, hypothecated, mortgaged or pledged all or any portion of its right, title or interest under this Agreement, in the Lease, in the Lease Rights and/or in any portion of the Project, it shall promptly give notice of the same (including the address of the Lender) to Owner, together with a general description of the interest transferred; provided, however that the failure to give such notice shall not constitute a default or Event of Default under this Agreement but rather shall only have the effect that Owner shall not be required to recognize or be bound by such assignment, hypothecation, mortgage or pledge (and all notice and other requirements in this Article 8 benefiting such Lender shall accordingly be inapplicable to Owner) until such notice shall have been given. (b) Every Lender shall have the right, but not the obligation, (i) to make any payments due under this Agreement, and (ii) to do any other act or thing that may be necessary or appropriate to be done in the performance and observance of the terms hereof. All payments so made and all things so done and performed by any Lender shall be as effective to prevent or cure any Event of Default under this Agreement as they would have been if made, done and performed by Tenant, and Owner agrees to accept such performance, payment and cure. Owner agrees to accept such payment and performance, and authorizes the performing Lender (or its employees, agents, representatives or contractors) to enter upon the Property to complete such performance with all the rights, privileges and obligations of Tenant hereunder. (c) Owner agrees for the benefit of each Lender that it will not, without the prior consent of such Lender (which consent shall be given or withheld on the basis of the documents governing the relationship between such Lender and Tenant): (i) amend or modify, or take any action causing, consenting to or accepting the amendment or modification of this Agreement, if such amendment or modification would reduce the rights or remedies of such Lender hereunder or impair or reduce the security for any Lender's Lien, (ii) by agreement with Tenant, cancel, terminate or suspend this Agreement, the Lease or the Lease Rights or (iii) take any action causing, consenting to or accepting the cancellation, termination or suspension of this Agreement, the Lease or the Lease Rights. (d) Owner shall deliver to each Lender a duplicate copy of any and all Notices of Default that Owner may from time to time deliver to Tenant, and such copies shall be delivered to each such Lender at the same time such Notices of Default are delivered to Tenant. Failure to serve a copy of any such Notice of Default to any Lender shall render the Notice of Default to Tenant ineffective. (e) Upon Tenant's failure to cure any Event of Default within the time provided in Section 8.1, the Lenders shall have an additional forty five (45) days (running concurrently for each Lender) after the expiration of the time provided in Section 8.1 and Section 8.2 to cure such Event of Default. However, if such Event of Default is a Non -Monetary Default and cannot, in the exercise of commercially reasonable diligence, be cured within such additional forty-five (45) day period, then such Lenders shall have such additional time (running concurrently for each Lender) to cure such Event of Default as may be reasonably necessary using commercially reasonable diligence. Any Non -Monetary Default that cannot be cured by such Lenders shall nevertheless be deemed to have been cured and remedied if (i) on or before forty five (45) days after receiving the Notice of Default from Owner, any such Lender shall have acquired Tenant's 25 Page 480 of 551 then -remaining right, title and interest in the Property, or shall have commenced foreclosure or other appropriate proceedings for such purposes and shall be prosecuting such proceedings to completion with commercially reasonable diligence, (ii) any such Lender shall have fully cured within such forty five (45) day period any failure to perform any monetary obligations of Tenant hereunder and shall thereafter continue to perform such monetary obligations, and (iii) after obtaining Tenant's then -remaining right, title and interest in the Property, any such Lender commences performance of the non -monetary obligations of Tenant hereunder and thereafter pursues the same to completion with commercially reasonable diligence. All rights of Owner to terminate this Agreement as a result of the occurrence of a Monetary Default hereunder shall be expressly conditioned upon (i) each such Lender having first received a copy of the Notice of Default as and when provided in Section 8.4(d) and (ii) such Lenders having together failed to cure the Event of Default (or, in the case of a Non -Monetary Default, acquire possession of the Property or commence foreclosure or other appropriate proceedings) as set forth, and within the time specified, in this Section 8.4(e). (f) If any such Lender is prohibited by any process or injunction issued by, or by reason of any action of, any court having jurisdiction over any bankruptcy, reorganization, insolvency or other debtor -relief proceeding from commencing or prosecuting foreclosure or other appropriate proceedings, then the times specified in Section 8.4(e) for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition; provided, however, that such Lender (or another Lender) shall have fully cured, within the time specified in Section 8.4(e), any failure to perform any monetary obligations of Tenant hereunder, and shall thereafter continue to perform such monetary obligations when and as due hereunder. (g) The transfer of Tenant's interest under this Agreement to any Lender and/or to one or more purchasers or tenants (i) at a foreclosure sale by judicial or nonjudicial foreclosure and sale, (ii) by a conveyance by Tenant in lieu of foreclosure or (iii) by any other assignment or conveyance, including by a Lender following foreclosure and sale, or as a result of any other legal proceeding, shall not require the consent of Owner, provided that such Lender and/or purchaser shall provide written notice to Owner of the transfer of Tenant's interest under this Agreement not later than thirty (30) days thereafter, and Owner agrees that upon such foreclosure, sale, conveyance, assignment or other proceeding, Owner shall recognize such Lender or such other purchaser(s) or Tenant(s) as the successor to Tenant under this Agreement; provided, however, that, subject to Section 8.4(i), such Lender or such purchaser or Tenant assumes the obligations of Tenant under this Agreement and pays all amounts in arrears due from Tenant to Owner hereunder. (h) Neither the bankruptcy nor the insolvency of Tenant shall be grounds for terminating this Agreement. If this Agreement is rejected by a trustee or debtor -in -possession in any bankruptcy or insolvency proceeding, or if this Agreement is terminated for any reason in connection therewith, and if, within sixty (60) days after receiving notice of such rejection or termination, any Lender shall so request, then, so long as such Lender has cured any Monetary Default and is making commercially reasonable efforts to cure any Non -Monetary Default as provided herein, Owner shall execute and deliver to such Lender or its designee a new agreement, which new agreement shall (i) be on the same terms and conditions as this Agreement (except for any requirements that have been fulfilled by Tenant prior to rejection or termination of this Agreement), (ii) be for a term equal to the remaining Term before giving effect to such rejection 26 Page 481 of 551 or termination, (iii) contain a lease of the portion of the Property in which such Lender had an interest on the date of such rejection or termination, (iv) contain a grant to the Lender of lease rights similar to the Lease Rights, covering such portion or portions of the overall Property as such Lender may designate, (v) require payment to Owner of only a proportionate amount of Rent, (vi) enjoy the same priority as this Agreement over any lien, Encumbrance or other interest created by Owner, and (vii) be executed within thirty (30) days after receipt by Owner of notice of the Lender's election to enter into a new agreement. (i) No Lender shall have any duty, obligation or liability under this Agreement prior to the time of its entry into physical possession of the Property or its commencement of performance of Tenant's obligations under this Agreement or under a new agreement entered into as provided in Section 8.4(h). If a Lender elects to perform Tenant's obligations under this Agreement or to enter into a new agreement as provided in Section 8.4(h), then such Lender shall not have any personal liability to Owner for the performance of such obligations, and the sole recourse of Owner in seeking the enforcement of such obligations shall be to such Lender's interest in the Project and under this Agreement. If a Lender assigns its interest in this Agreement or in a new agreement entered into pursuant to Section 8.4(h) to any Person, then, provided that such assignee assumes the obligations of Tenant (or such Lender, as the case may be) under this Agreement, such Lender shall be released from any further liability hereunder. (j) There shall be no merger of the Lease or the Lease Rights, or of the leasehold estate or interest created thereby, with the fee estate in the Property by reason of the fact that the Lease, the Lease Rights or said leasehold estate may be held, directly or indirectly, by or for the account of any Person who owns such fee estate or any interest therein, and no such merger shall occur unless and until all persons then having an interest in such fee estate and all persons (including any Lender) then having an interest in or under the Lease or the Lease Rights, shall join in a written instrument effecting such merger and duly record the same. (k) Without limitation as to Tenant's rights under Section 7.3(b), if there is an existing deed of trust, mortgage or similar security instrument or Encumbrance creating a lien against the Property (each a "Mortgage"), Owner agrees to promptly obtain from the holder of each such Mortgage (each, a "Mortgagee"), an executed subordination and non -disturbance agreement (an "SNDA") assuring Tenant, any holder of a sub -easement and/or a sublease, and their respective Lenders that notwithstanding any default by Owner, or any foreclosure or deed in lieu thereof, Tenant's (and its successors', assigns', sublessees', and subeasement holders') rights under this Agreement shall continue in full force and effect and their use and possession of the Property shall remain undisturbed in accordance with the provisions of this Agreement. Such SNDA will be in a form reasonably acceptable to Tenant, any holder of a subeasement and/or a sublease, and their respective Lenders, and, at Tenant's sole option, shall be in the form of a direct SNDA with a holder of a subeasement and/or sublease. ARTICLE 9 ASSIGNMENT AND SUBLETTING Section 9.1 Right to Assign or Sublet. Tenant may assign or sublet or apportion or grant subeasements in or to all or any of Tenant's right, title and interest under this Agreement, in the Lease and/or in the Lease Rights so long as written notice of such assignment is provided to Owner 27 Page 482 of 551 after such assignment is effective. Upon any assignment of all of Tenant's right, title and interest under this Agreement, in the Lease and in the Lease Rights, the assigning Tenant shall automatically (without the need for any writing) be released from all of its obligations and liability under this Agreement, except for liabilities that accrued prior to the date of such transfer. Section 9.2 Right To Encumber. Tenant may, at any time and from time to time, conditionally or unconditionally, without obtaining the consent of Owner, hypothecate, mortgage, grant or pledge all or any portion of Tenant's right, title or interest under this Agreement, in the Lease, in the Lease Rights and/or in any portion of the Project to any Lender as security for the repayment of any indebtedness and/or the performance of any obligation relating in whole or in part to the Project or Operations (a "Lender's Lien"). ARTICLE 10 GENERAL PROVISIONS Section 10.1 Insurance. Tenant shall obtain and keep in effect a broad form commercial general liability insurance policy (or its contemporary equivalent) with a limit of no less than Five Million Dollars ($5,000,000), during the Production Term, and no less than Two Million Dollars ($2,000,000), during the Development Term and the Construction Term, of combined single limit liability coverage per occurrence, accident or incident, with a commercially reasonable deductible. Upon written request by Owner, the Tenant shall cause the Owner to be named as an additional insured in such policy and shall deliver to the Owner a certificate of insurance evidencing said policy, which certificate shall provide that (i) the Owner shall be given notice of any cancellation or termination of such insurance in accordance with policy terms but not less than thirty (30) days and (ii) the insurer waives all rights of subrogation against Owner in connection with any loss or damage covered by such policy. Tenant may satisfy its insurance obligations under this Section 10.1 through individual insurance policy or policies, blanket insurance policies or through a program of self-insurance. Owner will carry commercial general liability insurance coverage covering Owner's indemnity obligations hereunder as well as occurrences, accidents and incidents resulting from Owner's actions on the Property that (1) occur from and after the Effective Date (regardless of when the claim is filed) and (2) result of bodily injury, personal injury or death to any Person and/or damage or destruction of property. Said insurance shall have a combined single limit of liability per occurrence of not less than one million dollars ($1,000,000) on a single limit / primary basis and not less than two million dollars ($2,000,000) on an aggregate basis, or such greater amounts as are typical for comparable projects. Tenant and Lender (if any) shall be named as additional insureds under Owner's Commercial General Liability policy. Upon written request by Tenant, Owner shall deliver to Tenant a certificate of insurance evidencing said policy, which certificate shall provide that (i) the Tenant and Lender (if any) shall be given notice of any modification, cancellation or termination of such insurance in accordance with policy terms, and (ii) the insurer waives all rights of subrogation against Tenant in connection with any loss or damage covered by such policy. Section 10.2 Environmental Matters. (a) Owner represents and warrants that, to the best of Owner's knowledge: (i) the Property is in compliance with Environmental Laws (defined below); and (ii) there are no Hazardous Materials (defined below) in, on, or under the Property, other than herbicides, pesticides 28 Page 483 of 551 and fertilizers that have been stored, mixed and applied on the Property in compliance with normal agricultural practices and in compliance with Environmental Laws. (b) Tenant assumes responsibility for and agrees to comply with (i) all Environmental Laws applicable to Tenant's use of the Property and (ii) all remediation and other requirements of Environmental Laws related to Hazardous Materials, to the extent located on or released on, from or onto, the Property by Tenant or its contractors. Owner assumes responsibility for and agrees to comply with (i) all Environmental Laws applicable to (A) Owner's use of the Property, or (B) any conditions existing prior to Tenant's first use of the Property pursuant to this Agreement, and (ii) all remediation and other requirements of Environmental Laws related to (as well as all consequences of the existence of) Hazardous Materials located on or released on, from or onto, the Property prior to Tenant's first use of the Property or as a result of the acts or omissions of Owner or its employees, agents, invitees, contractors or tenants (other than Tenant). (c) "Environmental Laws" means any and all federal, state, local, and foreign environmental, health and/or safety -related laws, ordinances, codes, rules, regulations (as interpreted by judicial and administrative decisions) relating to protection of the environment, health and safety, and natural resources. Environmental Laws includes the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Sec. 6901 et seq., the rules and regulations of and enforced by the Iowa Department of Natural Resources ("Environmental Code"), and the common law. (d) "Hazardous Materials" means (i) any and all substances, materials, chemicals, and wastes regulated by Environmental Laws; (ii) "hazardous substance," "pollutant or contaminant," "petroleum," and "natural gas liquids" as such terms are defined or used in Section 9601 of CERCLA or by the Environmental Code; or (iii) hazardous wastes, as defined by RCRA. (e) No liability shall arise in Tenant from the mere discovery of facts or conditions existing or pertaining to the Property. Section 10.3 Use of Water. (a) Owner hereby grants to Tenant a non-exclusive right to use water from any and all existing wells on the Property (the "Wells"), together with associated rights to access the Wells, in connection with the Project. The Wells may not be used by Tenant for other purposes or the water sold to third parties. Tenant shall have no obligation to maintain, repair, or replace the Wells; provided, however, that if Tenant's, or its contractors', employees', agents, invitees', representatives', or tenants' use of the Wells directly damages or destroys a Well, Tenant shall reimburse Owner for the reasonable and actual costs for the repair of the Well. Tenant agrees that its use and enjoyment of the Wells shall be undertaken in a manner that does not materially interfere with Owner's use and enjoyment of the Wells. (b) To the extent permitted by applicable Laws, Owner grants to Tenant, at Tenant's sole cost and expense, the right to install, construct, drill, maintain, repair, replace, 29 Page 484 of 551 relocate, remove and reconstruct a water well, water line, and related facilities on the Property in connection with the Project (the "Well Facilities"). (c) To the extent permitted by applicable Laws, Owner leases to Tenant the right to use the surface water pertaining or appurtenant to the Property in connection with the Project. (d) Tenant shall pay Owner, or a governmental entity as directed by applicable Laws, the fair market value per acre foot of water delivered to and used by Tenant calculated based on the location of the Property and subject to applicable Laws. Section 10.4 Indemnity. Owner and Tenant, on behalf of itself and its principals, members, officers, employees, agents, representatives, contractors, successors and assigns (the "Indemnifying Party"), shall indemnify, defend and hold harmless the other party and its principals, members, officers, employees, agents, representatives, contractors, successors and assigns (collectively, the "Indemnified Party") from and against any Expenses, including arising from (i) physical damage to property (including the personal property of the Indemnified Party) or physical injury to or death of any person, in each case to the extent caused by the negligence or misconduct of the Indemnifying Party, (ii) any violation by the Indemnifying Party of any Law, or (iii) any material default by the Indemnifying Party, or any failure to be true of any representation or warranty made by the Indemnifying Party, under this Agreement. The reference to property damage in the preceding sentence does not include losses of rent, business opportunities, profits and other consequential damages that may result from Owner's loss of use of any portion of the Property occupied by the Project pursuant to the Lease or the Lease Rights; provided, however, that an Indemnifying Party shall have no obligation to indemnify or defend any Indemnified Party with respect to any Expenses that result or arise from an Indemnified Party's acts or omissions, negligence or willful misconduct. The parties acknowledge that if Owner is a quasi -governmental entity that may have limited legal authority and financial capacity to indemnify Tenant; then in the event the Indemnifying Party under this Section is Owner, Owner shall indemnify Tenant to the extent of its legal and financial capacity. Section 10.5 Safety Measures; Waiver and Recognition. (a) Owner authorizes Tenant to take reasonable safety measures to reduce the risk of damage to the Project or the risk that the Project will cause damage, injury or death to people, livestock, other animals or property, and Tenant may construct fencing around the Project and take other security precautions if Tenant determines, in its sole discretion, that such fencing and/or security measures will reduce such risks of damage, death or injury or will protect Tenant's property. The cost of any fencing constructed by Tenant, or of any other such security measures taken by Tenant, shall be borne solely by Tenant. Owners shall comply with all safety, environmental, security, or other procedures reasonably set forth by Tenant as required for compliance with all applicable rules, regulations, laws, orders, and standards, including those set forth by the Federal Energy Regulatory Commission, the North American Electric Reliability Corporation (including the Critical Infrastructure Protection standards), any other applicable regulatory authority, and any other applicable standard setting -entity generally recognized in the energy industry. 30 Page 485 of 551 (b) Owner is aware of the potential risks associated with electromagnetic and stray voltage resulting from the production and transmission of electricity, and knowingly waives all claims resulting from these causes, and owner shall have no right to indemnity pursuant to Section 10.4 for any such claims. Owner additionally recognizes the need to exercise extreme caution when in proximity to any portion of the project and the importance of respecting gates, fences, signage, rules and other safety measures utilized by tenant, and owner agrees to exercise such caution and respect such measures at all times and to cause its principals, members, officers, employees, agents, representatives and contractors to do the same, with failure to do so constituting a material default and subjecting owner to an obligation of indemnity for the consequences thereof as set forth in Section 10.4. Section 10.6 Casualty and Condemnation. (a) If all or part of the Property is proposed to be taken as a result of any action or proceeding in eminent domain, or is proposed to be transferred in lieu of condemnation to any authority entitled to exercise the power of eminent domain (collectively, a "Taking"), Owner shall provide Tenant with immediate written notice of any impending proceeding or meeting related to such Taking and shall not in the absence of Tenant settle with the Taking authority or agree on compensation for such Taking. (b) After payment of all reasonable fees and expenses incurred by Owner and/or Tenant in collecting the award, any award or other compensation ("Award") payable as a consequence of such Taking shall be paid to Owner and Tenant in accordance with their interests in the Property, as follows: (i) Tenant shall first be entitled to receive out of the Award (A) the value of the leasehold estates pursuant to the Lease and the Lease Rights in the portions of the Property subject to the Taking that would have existed but for the Taking; and (B) the value of the Project; and (C) any other compensation or benefits payable by law to Tenant as a consequence of the interruption of Tenant's business and the other costs and expenses incurred by Tenant as consequence of the Taking; and thereafter, (ii) Owner shall be entitled to receive out of the Award (A) the value of its fee interest in the Property; and (B) any remainder of the Award. (c) This Agreement shall terminate as to any portion of the Property so condemned or taken (except in the case of a temporary Taking after the duration of which Tenant desires to continue this Agreement, and the Term shall be extended, in such event, by the duration of such temporary Taking). (d) Following any casualty event affecting the Property, or any other facilities installed thereon by Tenant, including, without limitation, any earthquake or wildfire, Tenant shall have the right to terminate this Agreement in the event any of the following events occurs: (i) Net insurance proceeds (after deducting the cost of recovery of such proceeds) are not available to pay one hundred percent (100%) of the cost of such repair, 31 Page 486 of 551 excluding any deductible that Tenant may be required to pay pursuant to other provisions of this Agreement; (ii) The Property or any facilities installed thereon by Tenant cannot, with reasonable diligence, be fully repaired by Tenant within one hundred twenty (120) days after the date of the damage or destruction; or (iii) The Property or any facilities installed thereon by Tenant cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, earthquake faults, radiation, chemical waste and other similar dangers. (e) If Tenant elects to terminate this Agreement, pursuant to Section 10.6(d), Tenant may give Owner written notice of its election to terminate within thirty (30) days after such damage or destruction, and this Agreement shall terminate fifteen (15) days after the date Owner receives such notice. If Tenant elects not to terminate this Agreement, Tenant shall, following the date of such damage or destruction, commence the process of obtaining necessary permits and approvals, and shall commence repair of its facilities on the Property as soon as practicable and thereafter prosecute the same diligently to completion, in which event this Agreement shall continue in full force and effect. All insurance proceeds from insurance maintained by Tenant under Section 10.1 shall be disbursed and paid to Tenant. Tenant shall not be entitled to any compensation or damages from Owner for loss of the use of the Property, damage to Tenant's facilities or personal property or any inconvenience occasioned by such damage, repair or restoration Section 10.7 Notices. Any notices, statements, requests, demands, consents, correspondence or other communications required or permitted to be given hereunder shall be in writing and shall be given personally, by certified or registered mail, postage prepaid, with delivery confirmation, return receipt requested, or by overnight or other courier or delivery service, freight prepaid, to the address of the party to be notified indicated in the Basic Terms and Conditions (and if to a Lender, the address indicated in any notice to Owner provided under Section 8.4(a)). If to Tenant, a copy shall also be sent (which shall not constitute notice) to any and all Lenders, to Tenant's counsel at the address below, and any other party designated by Tenant in writing. With a copy to: Carl H. Bivens, Esq. Troutman Pepper Locke 1001 Haxall Point Richmond, Virginia 23219 Notices delivered by hand shall be deemed delivered when actually received, and notices sent by certified or registered mail with delivery confirmation or by overnight or other courier or delivery service shall be deemed delivered upon actual receipt, and shall be deemed to have been given on the day of actual delivery to the intended recipient (as evidenced by written acceptance of delivery by the recipient) or on the day delivery is refused. Owner and Tenant and any Lender may change its address for receipt of notices by sending notice hereunder of such change to the other party (in the case of a Lender, both parties) in the manner specified in this Section. Notwithstanding the foregoing, any amounts payable to Owner under this Agreement shall be deemed tendered three 32 Page 487 of 551 (3) days after a check for the same, addressed to Owner's address above, is deposited in the United States mail, first-class postage prepaid. Section 10.8 Force Majeure. Notwithstanding any other provision of this Agreement, the obligations of Owner and Tenant under this Agreement (other than monetary obligations, none of which shall be excused or delayed by reason of this Section) shall be suspended and excused, and the term, and any other time periods set forth herein shall continue and be extended for a like period of time, while such party is hindered or prevented, in whole or in part, from complying with any term, covenant, condition or provision of this Agreement, by any Event of Force Majeure. Section 10.9 Meetings with Third Persons. During the Term, Tenant and its representatives, agents and contractors shall have the right to (i) meet with governmental agencies and with any other Persons with whom Owner has contractual arrangements in connection with or relating to the Property or any portion thereof, and (ii) discuss with any such Persons the terms of this Agreement, the terms of any contractual arrangements between Owner and any such Person, and any other matters relating to the Property or Tenant's intended use of the Property. Section 10.10 Termination by Tenant. (a) Tenant shall have the right to terminate this Agreement as to all or any portion of the Property at any time and without cause, and shall execute and cause to be acknowledged and recorded in the Real Property Records a release describing the portion of rights, title or interest released, which release shall be deemed delivered to and accepted by Owner upon such recordation. Tenant shall provide Owner notice of any such termination. The portion of the Property remaining after any partial termination of this Agreement shall thereafter be the "Property" for purposes of this Agreement and all payment amounts based on acreage shall be adjusted accordingly. Upon termination of the Lease in its entirety prior to the Construction Commencement Date, Tenant shall not have any obligations with respect to the Restoration Term or the Restoration Obligations. (b) No act or failure to act on the part of Tenant (including, without limitation, non-use of any portion of the Property for any particular period of time) shall be deemed to constitute an abandonment or surrender of the Lease, the Lease Rights or any portion thereof other than Tenant's releases given pursuant this Section 10.10. (c) Following the expiration or earlier termination of this Agreement and Tenant's completion of its obligations with respect to the Restoration Term, Tenant shall execute and cause to be acknowledged and recorded in the Real Property Records a release of all of Tenant's right, title and interest in the Property. Section 10.11 Third Party Beneficiaries. Except with respect to the rights of Lenders (which Lenders are hereby expressly made third party beneficiaries hereof to the extent of their respective rights hereunder), the agreements and covenants contained herein are made solely for the benefit of Owner and Tenant, and shall not be construed as benefiting any Person who is not a party to this Agreement. 33 Page 488 of 551 Section 10.12 Attorneys' Fees. In the event of any litigation related to the interpretation or enforcement hereof, or which in any other manner relates to the Lease, the Lease Rights, this Agreement or the Property, the prevailing party shall be entitled to recover from the other party all of its attorneys' fees and court and other costs awarded by a court of competent jurisdiction. Section 10.13 Covenants Running With the Land. The Property shall be held, conveyed, assigned, hypothecated, encumbered, leased, used and occupied subject to the provisions of this Agreement, which provisions shall run with the Property, and shall be binding upon and inure to the benefit of the parties and each other Person having any interest therein during their ownership thereof, and their respective tenants, heirs, executors, administrators, successors and assigns. Section 10.14 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state in which the Property is situated. Section 10.15 Memorandum. Concurrently with execution hereof, the parties shall execute a Memorandum of Lease Agreement in the form attached to this Agreement as Exhibit C and cause it to be acknowledged and recorded in the Real Property Records at Tenant's cost. Section 10.16 Joint and Several Liability. If Owner consists of more than one Person, each reference herein to "Owner" shall include each Person signing this Agreement as or on behalf of Owner and the liability of each Person signing this Agreement as Owner shall be joint and several. Section 10.17 Binding on Partial Interests. If this Agreement is not executed by one or more of the persons or entities comprising the Owner herein, or by one or more persons or entities holding an interest in the Property, then this Agreement shall nonetheless be effective, and shall bind all those persons and entities who have signed this Agreement. Section 10.18 Savings Clause. If any term or provision hereof is held to be invalid, void or otherwise unenforceable by any court of competent jurisdiction, then the same shall not affect the validity or enforceability of any other term or provision hereof, the terms and provisions hereof being severable. Section 10.19 No Waiver. The waiver of any covenant, condition or agreement contained herein shall not constitute a waiver of any other covenant, condition or agreement herein or of the future performance thereof. Section 10.20 Entire Agreement; Modifications; Conflicts. This Agreement, including any Exhibits attached hereto, contains the entire agreement between the parties in connection with any matter mentioned or contemplated herein, and all prior or contemporaneous proposals, agreements, understandings and representations, whether oral or written, are merged herein and superseded hereby. No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the party against whom the enforcement thereof is sought. The submission of this document for examination and negotiation does not constitute an offer to lease, or a reservation of, or option for, the Property, and this document shall become effective and binding only upon the execution and delivery hereof by both Owner and 34 Page 489 of 551 Tenant. In the event of a conflict between the provisions contained in the Basic Terms and Conditions and the provisions of the body of this Agreement, the provisions of the Basic Terms and Conditions shall control. Section 10.21 Multiple Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same document. Section 10.22 Provision of Copy of Lease. After execution by all parties to the Agreement, if Owner so requests in writing, Tenant shall provide, within thirty (30) days of receipt of such written request, Owner one (1) complete copy of this Agreement. Section 10.23 Cooperation on Owner's Interest. It is the intent of the parties hereto that all of Owner's undivided ownership interest in the Property be leased to Tenant hereunder. Owner agrees that in the event Owner's undivided ownership interest in the Property is more or less than that specified in the Basic Terms and Conditions, Owner shall, at no additional cost to Tenant, execute any and all amendments to this Agreement, the Memorandum of Lease Agreement (such amendment in recordable format) and such other documents as reasonably required to reflect Owner's proper undivided ownership interest. Owner agrees to reasonably cooperate with Tenant in completing any such amendments and in facilitating associated corrections with any title company working with Tenant. Section 10.24 Restricted Area. Notwithstanding any provision of this Agreement to the contrary, Tenant shall not construct or install Solar Panels on that portion of the Property identified on Exhibit A-1 attached hereto as the "Solar Panel Restricted Area (Approx. 55.4 Acres)" (the "Restricted Area"), but Tenant shall have all other rights granted by this Agreement with respect to such portion of the Property, including, without limitation, installation of other Solarpower Facilities (such as transmission lines). [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 35 Page 490 of 551 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the Effective Date. OWNER: Waterloo Airport Commission By: Printed Name: Mayor Quentin M. Hart Title: Chief Executive Officer of the City and Presiding Officer of the Council [Signature Page] Page 491 of 551 TENANT: GRAND HUSK SOLAR, LLC a Delaware limited liability company By: Printed Name: Title: [Signature Page] Page 492 of 551 Attachments: Exhibit A — Description of Property Exhibit A-1 — Restricted Area Exhibit B — Permitted Encumbrances Exhibit C — Memorandum of Lease Agreement Exhibit D — Form of Estoppel Certificate Page 493 of 551 EXHIBIT A Description of Property 257.99 acres of land, more or less, in Black Hawk County, Iowa, identified as follows: Parcel Number: 891304426003 Acreage: 89.24 Legal Description: The Southeast Quarter of the Northeast Fractional Quarter of Section No. Four (4), except the East Fifty (50) feet thereof condemned for road purposes, and the Northeast Quarter of the Southeast Quarter of Section No. Four (4) •xc.pt the East Fifty (50) feet thereof condemned for road purposes, and the southeast Quarter of the -Southeast quarter of Section No. Four (4) except the South Fifty (50) feet thereof and except the East Fifty (50) feet thereof condemned for road purposes. all in Township No. Eighty-nine (89) North. Range No. Thirteen (13) West of the Fifth (5th) principal Meridian, in Black Hawk County, Iowa. AND Parcel Number: 901330401001 Acreage: 39.8 Parcel Number: 901330451002 Acreage: 34.3 Legal Description of Parcel Numbers 901330401001 and 901330451002: The West Otte -half (',V 1;2) of the Southeast (1n4- fonill' (SR 14) a1I In Section Thirty (30), 'Township Ninety ('HI) North of Range Thirteen (13) (Vest of tIk Fifth Principal Meridian, Black County, lowo. AND Parcel Number: 901332101001 Acreage: 37.50 Legal Description: The 3iortt1ins nt .t.uarter of the Nortbrraat Yuerttr of Section %a. 'AL ty•two (3Z) +oonstti; !io. Ninety (9,) gcrtile, aeag o. Thirtsia (131 iisit of tree ?itch (5th) Frtncirel �•4zldien,, th bleak hawk County. "Lows. Exhibit A Page 494 of 551 AND Parcel Number: 901329451002 Acreage: 19.25 Parcel Number: 901329476001 Acreage: 37.9 Legal Description of Parcel Numbers 901329451002 and 901329476001 Southeast Quarter of the Southeast Quarter and the East One-half of the Southwest Quarter of the Southeast Quarter, ali in Section No. Twenty-nine: (29), Township No. Ninety (90) North, Range No. Thirteen (13) West of the 3th Princi- pal Meridian, in Black Hawk County, Iowa. Page 495 of 551 EXHIBIT A-1 Restricted Area Page 496 of 551 of W Dunkerton Rd Parcel IDs: 901332101001, 891304426003, 901329476001, & 901329451002 Approx. Acreage: 184.05 acres Waterloo Regional Airport Leversee Rd 0 2850 5,700 Feet Mf�Po/ �La ago sr T1 Property Boundary 1/ Solar Panel Restricted Area (Approx. 60.55 acres) Page 497 of 551 EXHIBIT B Permitted Encumbrances (None, unless listed below) Page 498 of 551 EXHIBIT C Memorandum of Lease Agreement [full document begins on following page] Exhibit C-1 Page 499 of 551 This document was prepared by and after recording return to: Attn: Lease & Title Department Grand Husk Solar, LLC 320 N. Sangamon Street, Suite 1025 Chicago, Illinois 60607 Telephone Number: Parcel Identification Numbers: 891304426003, 901330401001, 901330451002, 301332101001, 901329451001, and 901329476001 MEMORANDUM OF LEASE AGREEMENT THE STATE OF IOWA § COUNTY OF BLACK HAWK § KNOW ALL PERSONS BY THESE PRESENTS: THIS MEMORANDUM OF LEASE AGREEMENT (this "Memorandum"), is made, dated and effective as of (the "Effective Date"), by WATERLOO AIRPORT COMMISSION of 715 Mulberry St. Waterloo, IA 50703 ("Owner"), and GRAND HUSK SOLAR, LLC, a Delaware limited liability company, with offices at 320 N. Sangamon Street, Suite 1025, Chicago, Illinois 60607 ("Tenant"), with regards to the following: 1. Solar Agreement. Owner and Tenant did enter into that certain Lease Agreement of even date herewith (the "Agreement"), which affects the real property located in the County of Black Hawk, State of Iowa, as more particularly described in Exhibit A attached hereto (the "Property"). Capitalized terms used and not defined herein have the meaning given the same in the Agreement. 2. Grant of Rights. The Agreement grants Tenant: (a) the exclusive right to study, develop and use the Property for converting solar energy into electrical energy and collecting and transmitting the electrical energy so converted; (b) the exclusive right to access, relocate and maintain the "Project," as that term is defined in the Agreement, on the Property; (c) an exclusive right to capture, use and convert the unobstructed solar resources over and across the Property; (d) a non-exclusive right for any audio, visual, view, light, shadow, noise, vibration, air turbulence, wake, electromagnetic or other effect of any kind attributable to the development of the Property for solar energy purposes and operation of the Project; (e) the right to subjacent and lateral support for the Project; (f) the right of ingress to and egress from the Project on, under, over and across the Property by means of (A) roads and lanes thereon if existing or (B) such routes, roads and lanes as Tenant may construct from time to time as provided in the Agreement; (g) the exclusive right to erect, construct, reconstruct, replace, relocate, remove, operate, maintain and use, on, under, over and across the Property, in connection with Project overhead and underground electric transmission and communication system lines and facilities; and (h) the right to undertake any Exhibit C-2 Page 500 of 551 other activities, as permitted in the Agreement, necessary to accomplish the purposes of the Agreement. 3. Term; Extensions. The Agreement shall be for an initial Development Term of up to seven (7) years from the Effective Date. If exercised pursuant to the terms and conditions of the Agreement, the term of the Agreement may be extended for a Construction Term of up to three (3) years following the Development Term. If exercised pursuant to the terms and conditions of the Agreement, the term of the Agreement may be extended for a Production Term of twenty (20) years following the Construction Term. The Agreement also provides for a right to extend the Production Term for up to four (4) separate Extension Terms of five (5) years each, totaling twenty (20) additional years, as determined by Tenant, and if the extension terms and conditions of the Agreement are met, such renewals to be exercised by Tenant at least 180 days prior to the then - current expiration date of the Production Term or Extension Term, as the case may be. The Restoration Term shall begin on the expiration or earlier termination of (a) the Construction Term, if it occurs and if construction has commenced, or (b) the Production Term, if Tenant does exercise an option to extend the term of the Lease through the Production Term, and shall expire on the earlier of (y) 12 months from such date, or (z) when Tenant completes the Restoration Obligations. All rights granted pursuant to the Agreement are for a term coterminous with the Agreement. 4. Rights of Mortgagees. Pursuant to the Agreement, any Lender of Tenant or Tenant's assignees has certain rights regarding notice and right to cure any default of Tenant under the Agreement, as well as other rights as set forth in the Agreement. 5. Assignment. Tenant's rights and obligations under the Agreement are assignable without Owner's prior written consent so long as written notice of such assignment is provided to Owner after such assignment is effective. Upon any assignment of all of Tenant's right, title and interest under the Agreement, the assigning Tenant shall automatically (without the need for any writing) be released from all of its obligations and liability under the Agreement, except for liabilities that accrued prior to the date of such transfer. 6. Non -Interference and Setbacks. To the extent permitted by law Owner has waived any and all setbacks and setback requirements, whether imposed by applicable law or by any person or entity, including any setback requirements described in the zoning ordinance of the County of Black Hawk, or in any governmental entitlement or permit heretofore or hereafter issued to Tenant, such sublessee or such Affiliate. Owner has agreed not to engage in any activity that might interfere with Tenant's efforts to develop, construct or operate the Project or cause a decrease in the output or efficiency of the Project without the prior written consent of Tenant. 7. Subordination. The Agreement provides that from and after its effective date, any right, title or interest created by Owner in favor of or granted to any third party shall be subject to (i) the Agreement and all of Tenant's rights, title and interests created thereby, (ii) any lien of any lender of Tenant's then in existence on the leasehold estate created by the Agreement, and (iii) Tenant's right to create a lien in favor of any lender of Tenant's. 8. Agreement Controls. This Memorandum does not supersede, modify, amend or otherwise change the terms, conditions or covenants of the Agreement, and Owner and Tenant Exhibit C-3 Page 501 of 551 executed and are recording this Memorandum solely for the purpose of providing constructive notice of the Agreement and Tenant's rights thereunder. The terms, conditions and covenants of the Agreement are incorporated in this Memorandum by reference as though fully set forth herein. 9. No Ownership. Owner shall have no ownership, lien, security or other interest in any of the Project installed on the Property, or except for as otherwise provided in the Agreement, any profits derived therefrom, and Tenant may remove any or all Project at any time. 10. Cooperation. Owner shall fully support and cooperate with Tenant in the conduct of construction and Operations, including in Tenant's efforts to obtain from any governmental authority or any other Person any environmental impact review, permit, entitlement, approval, authorization or other rights necessary or convenient in connection with construction and Operations. Without limiting the generality of the foregoing, in connection with any application by Tenant for a governmental permit, approval, authorization, entitlement or other consent, Owner agrees (and shall use reasonable efforts to cause any such other Person to agree) not to oppose, in any way, whether directly or indirectly, any such application or approval at any administrative, judicial or legislative level. Further, in the event of legal proceedings related to Tenant's use of the Property after the Effective Date, except those arising out of the interpretation and/or enforcement of the Agreement, Owner shall, in all respects, fully cooperate with Tenant in any such proceeding. Owner agrees that Tenant may provide this Memorandum of Lease Agreement in lieu of any affidavit of Owner or other form of Owner's consent (whether oral or written) that may be requested or required in connection with Tenant's efforts to obtain any environmental impact review, permit, entitlement, approval, authorization, agreement or other rights necessary or convenient in Tenant's discretion for the Project. 11. Counterparts. This Memorandum may be executed in counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same document. [signatures appear on following page] Exhibit C-4 Page 502 of 551 IN WITNESS WHEREOF, the parties have executed this Memorandum to be effective as of the date first written above. OWNER: Waterloo Airport Commission By: Printed Name: Mayor Quentin M. Hart Title: Chief Executive Officer of the City and Presiding Officer of the Council STATE OF COUNTY OF This instrument was acknowledged before me by Mayor Quentin M. Hart, Chief Executive Officer of the City and Presiding Officer of the Council of the Waterloo Airport Commission, and known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal this day of , 20 . My Commission Expires: Notary Public in and for the State of (Notary Seal) Exhibit C — Signature Page Page 503 of 551 TENANT: GRAND HUSK SOLAR, LLC, a Delaware limited liability company By: Printed Name: Title: STATE OF ILLINOIS COUNTY OF COOK § § § This instrument was acknowledged before me by of Grand Husk Solar, LLC, a Delaware limited liability company, on behalf of said company, and known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal this day of , 20 . My Commission Expires: Notary Public in and for the State of Illinois (Notary Seal) Exhibit C — Signature Page Page 504 of 551 EXHIBIT "A" to MEMORANDUM OF LEASE AGREEMENT Description of Property 257.99 acres of land, more or less, in Black Hawk County, Iowa, identified as follows: Parcel Number: 891304426003 Acreage: 89.24 Legal Description: The Southeast Quarter of the Northeast Fractional Quarter of Section No. Four (4), except the Eaat Fifty (50) feet thereof condemned for road purposes, and the Northeast Quarter of the Southeast Quarter of Section No. Four (4) except the East Fifty (50) feet thereof condemned for road purposes, and the Southeast Quarter of the -Southeast Quarter of Section No. Four (4) except the South Fifty (50) feet thereof and except the East Fifty (50) feet thereof condemned for road purposes, all in Township No. Eighty-nine (89) North, Range No. Thirteen (13) West of the Fifth (5th) principal Meridian, in Slack Hawk County, Iowa. AND Parcel Number: 901330401001 Acreage: 39.8 Parcel Number: 901330451002 Acreage: 34.3 Legal Description of Parcel Numbers 901330401001 and 901330451002: The wysr ('V 1 2) it((hc� s iniwnst onv•ft►3irt1, (SE 1 4) MI in S tic1n 1.101tY (30). I'ownr:hip ,N111 Y (QC)) North cif Itnnge '1'Nh•(om (13) IVCS1 of Ow I•Ifth Principal 1►Ic•ritilan, Mack I lawk County, Iowa. AND Parcel Number: 901332101001 Acreage: 37.50 Legal Description: Exhibit A to Exhibit C Page 505 of 551 The i�ortbmet %ma.rtax of tbe biortbwrt tutsrtir of 3eetIan O. hL-ty•two (s2) lowaship No. flr tyr (9.. J Uarthe. 3,8064, No. Thirteen (13) ifist of the /if (5th) grtncipel 11srifian, lb BLeA) tie wit County, Tot", AND Parcel Number: 901329451002 Acreage: 19.25 Parcel Number: 901329476001 Acreage: 37.9 Legal Description of Parcel Numbers 901329451002 and 901329476001 Southeast Quarter of the Southeast Quarter and the East One-•haif of the Southwest Quarter of the Southeast Quarter, nli in Section No. Twenty-nine (29), Township No. Ninety (90) North, Range No. Thirteen (13) West of the 5th Princi- pal Meridian, in Biack Hawk. County, Iowa. Page 506 of 551 EXHIBIT D Form of Estoppel Certificate ESTOPPEL CERTIFICATE ([ ]) Owner: [ ] Tenant: [ ], a Delaware limited liability company Collateral Agent: [ ]., as collateral agent (the "Collateral Agent") for the Secured Parties (as defined in the Financing Agreement (as defined below)) ("Secured Parties") Collateral Agent's Address: Tax Equity Investor: ] [ ] [ ] [ ] Attention: [ ] Email: [ ] [ ], as Class A Investor (as defined in the ECCA (as defined below)) ("Tax Equity Investor") Tax Equity Investor's Address: [ ] Attn: [ [ ] [ ] [ ] Attention: [ Email: [ with a copy to (which shall not constitute notice): Attention: [ Email: [ Exhibit D-1 Page 507 of 551 Title Company: [ ], a [ ] corporation (the "Title Company", together with the Collateral Agent and the Tax Equity Investor, the "Relying Parties") Title Company Address: Lease: r ] r ] r ] r ] Attention: [ ] r ] Property: Description attached hereto as Exhibit B. Owner hereby certifies the following to (a) the Collateral Agent, for the benefit of the Secured Parties, and its successors, assigns and/or designees, (b) Tax Equity Investor, (c) Tenant and (d) the Title Company and its successors, assigns and/or designees, in each case, as of the Effective Date (as defined below) concerning the above -referenced Lease and the Property, with the understanding that (i) the Collateral Agent and the Secured Parties will be relying on such statements with respect to loans, letters of credit and other financial accommodations to be made to Tenant and/or affiliates of the Tenant under that certain Financing Agreement, dated as of [ ], 20_ (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Financing Agreement"), by and among [ ], a Delaware limited liability company, [ ], a [ ] (collectively, the "Borrowers"), the Collateral Agent, and the other agents, arrangers and financial institutions or other Persons from time to time party thereto, (ii) the Tax Equity Investor will be relying on such statements with respect to tax equity investments and other financial accommodations to be made to Tenant and/or affiliates of the Tenant under that certain Equity Capital Contribution Agreement, dated as of [ ], 20_ (as amended, amended and restated, supplemented or otherwise modified from time to time, the "ECCA"), by and between [ ], a [ ]limited liability company, and the Tax Equity Investor, (iii) the Tenant will be relying on such statements with respect to the loans, letters of credit and other financial accommodations to be made in connection with the Financing Agreement and the tax equity investments and other financial accommodations to be made in connection with the ECCA and (iv) the Title Company will be relying on such statements with respect to the issuance of title insurance policies to the Collateral Agent and Tenant: 1. A true, correct and complete copy of the Lease (and all amendments and supplements thereto) is attached to this Estoppel Certificate as Exhibit A and incorporated herein for all purposes. There are no other documents or agreements (written or oral) that are a part of the Lease and no other documents or agreements (written or oral) between Owner and Tenant with respect to the Property or the Project. The parties agree that the copy of the Lease attached hereto as Exhibit A shall be removed prior to recordation of this Estoppel Certificate; provided, however, that the absence of such Exhibit A for recordation purposes shall not affect the effectiveness of Exhibit D-2 Page 508 of 551 this Estoppel Certificate and the representations, acknowledgements and agreements described herein. 2. The Lease is in full force and effect and has not been modified, restated, cancelled, supplemented, surrendered, or terminated (except as identified herein). The Lease represents the entire agreement between Owner and Tenant with respect to the Property subject to the Lease. The term of the Lease commenced on and will expire on unless extended as provided in the Lease. Tenant has the right to extend the term of the Lease for [ ( )] extension term of [ ( ) years and ( ) months]. Owner has not received notice of any prior assignment or sublease of any right, title or interest of Tenant in, to or under the Lease. 3. To Owner's knowledge, Tenant has fulfilled all of its obligations under the Lease now due and owing, and there are no uncured Events of Default of Tenant with respect to the Lease. There are no uncured Events of Default of Owner with respect to the Lease. There currently exists no dispute (or any threatened dispute) between Owner and Tenant with respect to the Lease and there are no delinquent payments under the Lease. Owner has no present right to terminate the Lease. Tenant has neither given nor received any notice of default, Event of Default or termination of the Lease. Owner has neither given nor received any notice of default Event of Default or termination of the Lease. There are no facts or circumstances which with the giving of notice or lapse of an applicable cure period, or both, would constitute a breach or default under the Lease. 4. Owner is the current holder of the fee title of the surface estate and the mineral estate to the Property described in the Lease. Owner: (a) holds the entire interest of owner under the Lease; (b) has not conveyed, mortgaged, assigned or otherwise transferred the Property or Owner's interest in the Lease to any third party; and (c) has not agreed to convey, mortgage, assign or otherwise transfer the Property or Owner's interest in the Lease to any third party. Owner acknowledges that pursuant to the Lease, Owner shall not exercise or lease or permit any other person or entity to exercise any water or mineral rights on the surface of the Property, or above a depth of 500 feet on the Property or if such exercise by Owner interferes with Tenant's use of the Property for the purpose of installation, construction, operation, maintenance, repair, improvement, or replacement of the Project and uses incidental thereto. All representations made by Owner and Tenant in the Lease are true and correct in all material respects as of the date hereof. 5. Except for the lien for this year's property taxes that are not now due and payable, there are no judgments, liens, deeds of trust or mortgages encumbering the Property and there are no unpaid bills, outstanding claims or persons entitled to claims for mechanics or materialmens' liens against the Property for work performed on the Property by or for Owner (as opposed to work performed on the Property by or for Tenant). 6. Owner acknowledges receiving notice of the name and address of each Relying Party. 7. Tenant has informed Owner that Tenant has granted a first -priority lien and security interest in Tenant's leasehold estate in the Property under the Lease and the Project to the Collateral Exhibit D-3 Page 509 of 551 Agent to secure the repayment of the loans and other financial accommodations made under the Financing Agreement. Owner agrees that (i) the Collateral Agent, the Secured Parties, the Tax Equity Investor and any affiliates, successors and assigns, shall be deemed to be and shall be entitled to all of the rights, benefits and protections of, a "Lender" pursuant to Section [_] of the Lease and the other provisions thereof, and (ii) the Collateral Agent, the Secured Parties, the Tax Equity Investor and any affiliates, successors and assigns and transferees, shall be deemed to be and shall be entitled to all of the rights, benefits and protections of, an "Assignee" pursuant to Section [ ] of the Lease and the other provisions thereof. Notwithstanding the foregoing, the rights of the Collateral Agent and the Tax Equity Investor or any affiliates, successors and assigns with respect to an assignment or transfer of the Lease shall be subject to Paragraph 8 below. 8. In addition to the provisions specified in Section [ ] of the Lease, the following shall apply to the Collateral Agent, the Tax Equity Investor, their affiliates, successors and assigns (for so long as the Collateral Agent, the Tax Equity Investor, their affiliates, successors and assigns remain a "Lender" under the Lease) and to each other person that provides written notice to Owner that it is a "Lender" under the Lease (and for so long as each such person remains a "Lender" under the Lease): 8.1 Owner agrees to provide notice of any request by Tenant for any amendment, modification, or supplement to the Lease to the Collateral Agent and the Tax Equity Investor at the address provided to Owner by the Collateral Agent and the Tax Equity Investor. Owner agrees that, for so long as a Collateral Agent or Tax Equity Investor is a "Lender" under the Lease, Owner shall provide such notices to the Collateral Agent and the Tax Equity Investor at the address already provided to Owner (or at such other address as the Collateral Agent or the Tax Equity Investor may from time to time provide). 8.2 The Collateral Agent shall have the absolute right, without Owner's consent, to take any of the following actions or do any of the following: (i) assign, amend, modify and/or restate its Deed of Trust (as defined below); (ii) enforce its Deed of Trust; (iii) acquire title to Tenant's leasehold estate under the Lease (whether by foreclosure under its Deed of Trust or assignment in lieu of foreclosure); (iv) take possession of the Project or the Property pursuant to its rights under its Deed of Trust and operate the Project subject to compliance with the Lease; (v) following acquisition of title (or a third party's acquisition of title) to Tenant's leasehold estate under the Lease as a result of the Collateral Agent's foreclosure or assignment in lieu of foreclosure, (a) assign or transfer Tenant's leasehold estate under the Lease to a successor third party, (b) engage an operator experienced in the operation of photovoltaic solar projects or (c) comply with the assignment provisions of the Lease; (vi) exercise any rights of Tenant with respect to the Lease or (vii) cause a receiver to be appointed to do any of the foregoing things. Tenant has entered into (a) the Deed of Trust (as defined in the Financing Agreement) ("Deed of Trust"), in favor of the Title Company, as trustee for the benefit of the Collateral Agent. 8.3 The Collateral Agent shall have no obligation under the Lease prior to the time that the Collateral Agent succeeds to absolute title to the leasehold estate of Tenant under the Lease; and the Collateral Agent shall be liable to perform obligations under the Lease only for and during the period of time that the Collateral Agent directly holds such absolute title. Further, in the event that the Collateral Agent elects, prior to the time that such Collateral Agent succeeds to Exhibit D-4 Page 510 of 551 absolute title to the leasehold estate of Tenant under the Lease, to (i) perform Tenant's obligations under the Lease, (ii) continue Tenant's operations on the Property, (iii) acquire any portion of Tenant's right, title or interest in the Property or under the Lease or (iv) enter into a new agreement as provided in Paragraph 8.4 below, then the Collateral Agent shall not have any personal liability to Owner in connection therewith, and Owner's sole recourse in the event of default by the Collateral Agent shall be to exercise those remedies of Owner permitted pursuant to the Lease. Moreover, the Collateral Agent or other party who acquires the leasehold estate created by the Lease pursuant to foreclosure or an assignment in lieu of foreclosure shall not be liable to perform any obligations thereunder to the extent the same are incurred or accrue after the Collateral Agent or other party no longer has ownership of such leasehold estate. 8.4 In the event that the Lease is rejected or disaffirmed pursuant to bankruptcy law or any other law affecting creditor's rights, then, so long as the Collateral Agent has cured any monetary event of default by Tenant and is making commercially reasonable efforts to cure any non -monetary event of default by Tenant (other than the bankruptcy of Tenant) as provided therein, Owner shall, immediately upon written request from the Collateral Agent received within ninety (90) days after any such termination, rejection or disaffirmance, without demanding additional consideration therefor, enter into a new agreement in favor of the Collateral Agent, which new agreement shall (i) contain the same covenants, agreements, terms, provisions and limitations as the Lease (except for any requirements that have been fulfilled by Tenant prior to such termination, rejection or disaffirmance), (ii) be for a term commencing on the date of such termination, rejection or disaffirmance, and continuing for the remaining term of the Lease before giving effect to such termination, rejection or disaffirmance and (iii) enjoy the same priority as the Lease over any lien, encumbrance or other interest created by Owner. On execution of such new agreement by the Collateral Agent, and until such time as such new agreement is fully executed and delivered by all parties, the Collateral Agent may enter, use and enjoy the Property and conduct operations thereon as if the Lease were still in effect. At the option of the Collateral Agent, the new agreement may be executed by a designee of the Collateral Agent, without the Collateral Agent assuming the burdens and obligations of Tenant thereunder. If more than one "Lender" makes a written request for a new agreement pursuant hereto, then the same shall be delivered to the Collateral Agent whose Deed of Trust is senior in priority. 9. Owner acknowledges its obligation to give notice of any act of default of Tenant under the Lease to the Collateral Agent and the Tax Equity Investor at its address stated above (or such other addresses specified by the Collateral Agent or the Tax Equity Investor in writing to Owner). 10. Other than Tenant, there are no tenants or other third parties using or otherwise occupying the Property, including, but not limited to, any third party mineral and water rights holders. 11. There are no actions or proceedings, whether voluntary or involuntary, pending against Owner in any State or Federal court (including any bankruptcy court, governmental authority, or arbitration board or tribunal which could reasonably be expected to have a material adverse effect on the ability of Owner to perform its obligations under the Lease), or any judgments affecting Owner's title to the Property, and, to the knowledge of Owner, none have been Exhibit D-5 Page 511 of 551 threatened. As used herein, the term "pending" means actions or proceedings which have been filed and actually served on Owner. 12. Owner has not received notice of any condemnation of or any other governmental or judicial action against, or threat of condemnation of or any other governmental or judicial action against, the Property, or a portion of the Property, that remains in effect or unresolved. 13. Owner is not aware of any event, act, circumstance, or condition constituting an Event of Force Majeure or otherwise excusing the performance of any party under the Lease. No known facts exist entitling Owner to any claim, counterclaim, offset, or defense against the Tenant in respect of the Lease. 14. This Estoppel Certificate shall be binding upon Owner and its successors and assigns. 15. This Estoppel Certificate may be executed with counterpart signature pages and in duplicate originals, each of which shall be deemed an original, and all of which together shall constitute a single instrument. 16. This Estoppel Certificate is made and delivered as of (the "Effective Date"). This Estoppel Certificate may be relied upon by the Tenant, the Collateral Agent, the other Secured Parties (as defined in the Financing Agreement), the Tax Equity Investor and the Title Company, the successors and assigns of each of them and any future leasehold mortgagee of Tenant. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Exhibit D-6 Page 512 of 551 IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Estoppel Certificate as of the day and year first above written. OWNER: By: Name: Title: [Estoppel Signature Page] Page 513 of 551 EXHIBIT "A" To Estoppel Certificate [Lease Agreement and any amendments to be attached but not to be recorded] Exhibit A to Estoppel Certificate Page 514 of 551 EXHIBIT `B" To Estoppel Certificate Description of Property [LEGAL DESCRIPTION AND SURVEY DRAWING TO BE ATTACHED] Exhibit B to Estoppel Certificate Page 515 of 551 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Resolution approving a Professional Services Agreement with Terracon Consultants, Inc., of Cedar Falls, Iowa, in the amount not to exceed $31,350.00 in conjunction with the FY 2026 EDA WARP Storm, Sanitary and Water Extensions, Contract No. 1138, and authorizing the Mayor and City Clerk to execute said document. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION Geotechnical Report NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS Page 516 of 551 1. Airline Highway Utility Improvements GEP P13255066 Page 517 of 551 rr ierracon October 20, 2025 City of Waterloo 715 Mulberry Street Waterloo, Iowa 50703 Attn: Quentin Hart, Mayor P: (319) 291-4312 E: quentin.hart@waterloo-ia.org RE: Proposal for Geotechnical Engineering Services Airline Highway Utility Improvements CN railroad, Airport Boulevard, and Airline Highway Waterloo, Iowa Terracon Proposal No. P13255066 Dear Mr. Hart: 3105 Capital Way, Suite 5 Cedar Falls, IA 50613 P (319) 277-4016 Terracon.com We appreciate the opportunity to submit this proposal to the City of Waterloo (Waterloo) to provide Geotechnical Engineering services for the above referenced project. The following are exhibits to the attached Agreement for Services. Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Project Understanding Scope of Services Compensation and Project Schedule Site Location and Nearby Geotechnical Data Anticipated Exploration Plan Our unit price fee to perform the Scope of Services described in this proposal is presented in Exhibit C. A delivery timeframe of about 8 weeks after receipt signed authorization is currently anticipated. Your authorization for Terracon to proceed in accordance with this proposal can be issued by signing and returning a 'pdf' file of the attached Agreement for Services to Kurt.Drilling@terracon.com. Sincerely, Terracon % ,r a .B.a16 „,, Kurt Drilling Senior Staff Geologist Jason Heinz, P.E. Principal Facilities I Environmental I Geotechnical I Materials Page 518 of 551 r rerracon Reference Number: P13255066 AGREEMENT FOR SERVICES This AGREEMENT is between City of Waterloo IA ("Client") and Terracon Consultants, Inc. ("Consultant") for Services to be provided by Consultant for Client on the Airline Highway Utility Improvements project ("Project"), as described in Consultant's Proposal dated 10/20/2025 ("Proposal"), including but not limited to the Project Information section, unless the Project is otherwise described in Exhibit A to this Agreement (which section or Exhibit is incorporated into this Agreement). 1. Scope of Services. The scope of Consultant's services is described in the Proposal, including but not limited to the Scope of Services section ("Services"), unless Services are otherwise described in Exhibit B to this Agreement (which section or exhibit is incorporated into this Agreement). Portions of the Services may be subcontracted. Consultant's Services do not include the investigation or detection of, nor do recommendations in Consultant's reports address the presence or prevention of biological pollutants (e.g., mold, fungi, bacteria, viruses, or their byproducts) or occupant safety issues, such as vulnerability to natural disasters, terrorism, or violence. If Services include purchase of software, Client will execute a separate software license agreement. Consultant's findings, opinions, and recommendations are based solely upon data and information obtained by and furnished to Consultant at the time of the Services. 2 Acceptance/ Termination. Client agrees that execution of this Agreement is a material element of the consideration Consultant requires to execute the Services, and if Services are initiated by Consultant prior to execution of this Agreement as an accommodation for Client at Client's request, both parties shall consider that commencement of Services constitutes formal acceptance of all terms and conditions of this Agreement. Additional terms and conditions may be added or changed only by written amendment to this Agreement signed by both parties. In the event Client uses a purchase order or other form to administer this Agreement, the use of such form shall be for convenience purposes only and any additional or conflicting terms it contains are stricken. This Agreement shall not be assigned by either party without prior written consent of the other party. Either party may terminate this Agreement or the Services upon written notice to the other. In such case, Consultant shall be paid costs incurred and fees earned to the date of termination plus reasonable costs of closing the Project. 3 Change Orders. Client may request changes to the scope of Services by altering or adding to the Services to be performed. If Client so requests, Consultant will return to Client a statement (or supplemental proposal) of the change setting forth an adjustment to the Services and fees for the requested changes. Following Client's review, Client shall provide written acceptance. If Client does not follow these procedures, but instead directs, authorizes, or permits Consultant to perform changed or additional work, the Services are changed accordingly and Consultant will be paid for this work according to the fees stated or its current fee schedule. If project conditions change materially from those observed at the site or described to Consultant at the time of proposal, Consultant is entitled to a change order equitably adjusting its Services and fee. 4 Compensation and Terms of Payment. Client shall pay compensation for the Services performed at the fees stated in the Proposal, including but not limited to the Compensation section, unless fees are otherwise stated in Exhibit C to this Agreement (which section or Exhibit is incorporated into this Agreement). If not stated in either, fees will be according to Consultant's current fee schedule. Fee schedules are valid for the calendar year in which they are issued. Fees do not include sales tax. Client will pay applicable sales tax as required by law. Consultant may invoice Client at least monthly and payment is due upon receipt of invoice. Client shall notify Consultant in writing, at the address below, within 15 days of the date of the invoice if Client objects to any portion of the charges on the invoice, and shall promptly pay the undisputed portion. Client shall pay a finance fee of 1.5% per month, but not exceeding the maximum rate allowed by law, for all unpaid amounts 30 days or older. Client agrees to pay all collection -related costs that Consultant incurs, including attorney fees. Consultant may suspend Services for lack of timely payment. It is the responsibility of Client to determine whether federal, state, or local prevailing wage requirements apply and to notify Consultant if prevailing wages apply. If it is later determined that prevailing wages apply, and Consultant was not previously notified by Client, Client agrees to pay the prevailing wage from that point forward, as well as a retroactive payment adjustment to bring previously paid amounts in line with prevailing wages. Client also agrees to defend, indemnify, and hold harmless Consultant from any alleged violations made by any governmental agency regulating prevailing wage activity for failing to pay prevailing wages, including the payment of any fines or penalties. 5. Third Party Reliance. This Agreement and the Services provided are for Consultant and Client's sole benefit and exclusive use with no third party beneficiaries intended. Reliance upon the Services and any work product is limited to Client, and is not intended for third parties other than those who have executed Consultant's reliance agreement, subject to the prior approval of Consultant and Client. 6. LIMITATION OF LIABILITY. CLIENT AND CONSULTANT HAVE EVALUATED THE RISKS AND REWARDS ASSOCIATED WITH THIS PROJECT, INCLUDING CONSULTANT'S FEE RELATIVE TO THE RISKS ASSUMED, AND AGREE TO ALLOCATE CERTAIN OF THE ASSOCIATED RISKS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CONSULTANT (AND ITS RELATED CORPORATIONS AND EMPLOYEES) TO CLIENT AND THIRD PARTIES GRANTED RELIANCE IS LIMITED TO THE GREATER OF $50,000 OR CONSULTANT'S FEE, FOR ANY AND ALL INJURIES, DAMAGES, CLAIMS, LOSSES, OR EXPENSES (INCLUDING ATTORNEY AND EXPERT FEES) ARISING OUT OF CONSULTANT'S SERVICES OR THIS AGREEMENT. PRIOR TO ACCEPTANCE OF THIS AGREEMENT AND UPON WRITTEN REQUEST FROM CLIENT, CONSULTANT MAY NEGOTIATE A HIGHER LIMITATION FOR ADDITIONAL CONSIDERATION IN THE FORM OF A SURCHARGE TO BE ADDED TO THE AMOUNT STATED IN THE COMPENSATION SECTION OF THE PROPOSAL. THIS LIMITATION SHALL APPLY REGARDLESS OF AVAILABLE PROFESSIONAL LIABILITY INSURANCE COVERAGE, CAUSE(S), OR THE THEORY OF LIABILITY, INCLUDING NEGLIGENCE, INDEMNITY, OR OTHER RECOVERY. THIS LIMITATION SHALL NOT APPLY TO THE EXTENT THE DAMAGE IS PAID UNDER CONSULTANT'S COMMERCIAL GENERAL LIABILITY POLICY. 7 Indemnity/Statute of Limitations. Consultant and Client shall indemnify and hold harmless the other and their respective employees from and against legal liability for claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are legally determined to be caused by their negligent acts, errors, or omissions. In the event such claims, losses, damages, or expenses are legally determined to be caused by the joint or concurrent negligence of Consultant and Client, they shall be borne by each party in proportion to its own negligence under comparative fault principles. Neither party shall have a duty to defend the other party, and no duty to defend is hereby created by this indemnity provision and such duty is explicitly waived under this Agreement. Causes of action arising out of Consultant's Services or this Agreement regardless of cause(s) or the theory of liability, including negligence, indemnity or other recovery shall be deemed to have accrued and the applicable statute of limitations shall commence to run not later than the date of Consultant's substantial completion of Services on the project. 8. Warranty. Consultant will perform the Services in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions in the same locale. EXCEPT FOR THE STANDARD OF CARE PREVIOUSLY STATED, CONSULTANT MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO CONSULTANT'S SERVICES AND CONSULTANT DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. Insurance. Consultant represents that it now carries, and will continue to carry: (i) workers' compensation insurance in accordance with the laws of the states having jurisdiction over Consultant's employees who are engaged in the Services, and employer's liability insurance ($1,000,000); (ii) commercial general liability insurance ($2,000,000 occ / $4,000,000 agg); (iii) automobile liability insurance ($2,000,000 B.I. and P.D. combined single limit); (iv) umbrella liability ($5,000,000 occ / agg); and (v) professional liability insurance ($1,000,000 claim / agg). Certificates of insurance will be provided upon request. Client and Consultant shall waive subrogation against the other party on all general liability and property coverage. Page 1 of 2 Rev. 11-22 Page 519 of 551 jIerracon Reference Number. P13255066 10. CONSEQUENTIAL DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR REVENUE; LOSS OF USE OR OPPORTUNITY; LOSS OF GOOD WILL; COST OF SUBSTITUTE FACILITIES, GOODS, OR SERVICES; COST OF CAPITAL; OR FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES. 11. Dispute Resolution. Client shall not be entitled to assert a Claim against Consultant based on any theory of professional negligence unless and until Client has obtained the written opinion from a registered, independent, and reputable engineer, architect, or geologist that Consultant has violated the standard of care applicable to Consultant's performance of the Services. Client shall provide this opinion to Consultant and the parties shall endeavor to resolve the dispute within 30 days, after which Client may pursue its remedies at law. This Agreement shall be governed by and construed according to Iowa law. 12. Subsurface Explorations. Subsurface conditions throughout the site may vary from those depicted on logs of discrete borings, test pits, or other exploratory services. Client understands Consultant's layout of boring and test locations is approximate and that Consultant may deviate a reasonable distance from those locations. Consultant will take reasonable precautions to reduce damage to the site when performing Services; however, Client accepts that invasive services such as drilling or sampling may damage or alter the site. Site restoration is not provided unless specifically included in the Services. 13. Testing and Observations. Client understands that testing and observation are discrete sampling procedures, and that such procedures indicate conditions only at the depths, locations, and times the procedures were performed. Consultant will provide test results and opinions based on tests and field observations only for the work tested. Client understands that testing and observation are not continuous or exhaustive, and are conducted to reduce - not eliminate - project risk. Client shall cause all tests and inspections of the site, materials, and Services performed by Consultant to be timely and properly scheduled in order for the Services to be performed in accordance with the plans, specifications, contract documents, and Consultant's recommendations. No claims for loss or damage or injury shall be brought against Consultant by Client or any third party unless all tests and inspections have been so performed and Consultant's recommendations have been followed. Unless otherwise stated in the Proposal, Client assumes sole responsibility for determining whether the quantity and the nature of Services ordered by Client is adequate and sufficient for Client's intended purpose. Client is responsible (even if delegated to contractor) for requesting services, and notifying and scheduling Consultant so Consultant can perform these Services. Consultant is not responsible for damages caused by Services not performed due to a failure to request or schedule Consultant's Services. Consultant shall not be responsible for the quality and completeness of Client's contractor's work or their adherence to the project documents, and Consultant's performance of testing and observation services shall not relieve Client's contractor in any way from its responsibility for defects discovered in its work, or create a warranty or guarantee. Consultant will not supervise or direct the work performed by Client's contractor or its subcontractors and is not responsible for their means and methods. The extension of unit prices with quantities to establish a total estimated cost does not guarantee a maximum cost to complete the Services. The quantities, when given, are estimates based on contract documents and schedules made available at the time of the Proposal. Since schedule, performance, production, and charges are directed and/or controlled by others, any quantity extensions must be considered as estimated and not a guarantee of maximum cost. 14. Sample Disposition, Affected Materials, and Indemnity. Samples are consumed in testing or disposed of upon completion of the testing procedures (unless stated otherwise in the Services). Client shall fumish or cause to be furnished to Consultant all documents and information known or available to Client that relate to the identity, location, quantity, nature, or characteristic of any hazardous waste, toxic, radioactive, or contaminated materials ("Affected Materials") at or near the site, and shall immediately transmit new, updated, or revised information as it becomes available. Client agrees that Consultant is not responsible for the disposition of Affected Materials unless specifically provided in the Services, and that Client is responsible for directing such disposition. In no event shall Consultant be required to sign a hazardous waste manifest or take title to any Affected Materials. Client shall have the obligation to make all spill or release notifications to appropriate governmental agencies. The Client agrees that Consultant neither created nor contributed to the creation or existence of any Affected Materials conditions at the site and Consultant shall not be responsible for any claims, losses, or damages allegedly arising out of Consultant's performance of Services hereunder, or for any claims against Consultant as a generator, disposer, or arranger of Affected Materials under federal, state, or local law or ordinance. 15. Ownership of Documents. Work product, such as reports, logs, data, notes, or calculations, prepared by Consultant shall remain Consultant's property. Proprietary concepts, systems, and ideas developed during performance of the Services shall remain the sole property of Consultant. Files shall be maintained in general accordance with Consultant's document retention policies and practices. 16. Utilities. Unless otherwise stated in the Proposal, Client shall provide the location and/or arrange for the marking of private utilities and subterranean structures. Consultant shall take reasonable precautions to avoid damage or injury to subterranean structures or utilities. Consultant shall not be responsible for damage to subterranean structures or utilities that are not called to Consultant's attention, are not correctly marked, including by a utility locate service, or are incorrectly shown on the plans furnished to Consultant. 17. Site Access and Safety. Client shall secure all necessary site related approvals, permits, licenses, and consents necessary to commence and complete the Services and will execute any necessary site access agreement. Consultant will be responsible for supervision and site safety measures for its own employees, but shall not be responsible for the supervision or health and safety precautions for any third parties, including Client's contractors, subcontractors, or other parties present at the site. In addition, Consultant retains the right to stop work without penalty at any time Consultant believes it is in the best interests of Consultant's employees or subcontractors to do so in order to reduce the risk of exposure to unsafe site conditions. Client agrees it will respond quickly to all requests for information made by Consultant related to Consultant's pre -task planning and risk assessment processes. Consultant: Terracon Consultants, Inc. Client: City of Waterloo IA By: � �J Date: 10/20/2025 By: Date: Name/Title: Ja on P. Heinz / Dep ment Manager / Name/Title: Quentin Hart / Mayor Geotechnical Services Address: 3105 Capital Way, Ste 5 Address: 715 Mulberry St Cedar Falls, IA 50613-7030 Waterloo, IA 50703-5714 Phone: (319) 277-4016 Fax: Phone: (319) 291-4301 Fax: Email: Jason.Heinz@terracon.com Email: Mayor@WATERLOO-IA.org Page 2 of 2 Rev. 11-22 Page 520 of 551 Proposal for Geotechnical Engineering Services Airline Highway Utility Improvements I Waterloo, Iowa October 20, 2025 I Terracon Proposal No. P13255066 Exhibit A - Project Understanding ierracon Our Scope of Services is based on our understanding of the project, as described by the City of Waterloo, and the expected site conditions as described below. Aspects of the project, undefined or assumed, are highlighted below. We request the City of Waterloo verify the information prior to our initiation of field exploration activities. Planned Construction Item Information Provided Project Description Grading and Excavations Description Electronic communications were provided by Matt Schindel with the City of Waterloo detailing the scope of services to be provided. The project consists of installing approximately 4,496 feet of 12- inch diameter sanitary sewer pipe along CN railroad and Airport Boulevard, and approximately 1,842 feet of 24-inch diameter sanitary sewer pipe along Airline Highway to west of Diagonal Street. We understand that sanitary sewer installation is mostly planned to be performed by cut and cover along utility easements and Airport Boulevard and W. Airline Highway crossings. The CN railroad crossing is planned to be installed using a trenchless method. We expect that a permanent steel casing will be provided to encase the sanitary sewer pipe at the CN railroad crossing. The project also includes installing approximately 539 feet of 24-inch diameter storm sewer pipe, 763 feet of 36-inch diameter storm sewer pipe, and 293 feet of 48-inch diameter storm sewer along the west property line of 3470 W. Airline Highway, along W. Airline Highway, and along the east property line of 3553 W. Airline Highway. Storm sewer installation is planned to be performed by cut and cover along utility easements and the W. Airline Highway crossing. Modifications to the existing grades are anticipated to be 1 foot or less. Based on the information provided by the City of Waterloo, we anticipate sanitary sewer inverts will range from about 16 feet to about 27 feet in depth, and storm sewer inverts will range from about 12.5 feet to 18 feet below existing grades. Facilities I Environmental I Geotechnical I Materials Page 521 of 551 Proposal for Geotechnical Engineering Services Airline Highway Utility Improvements I Waterloo, Iowa October 20, 2025 I Terracon Proposal No. P13255066 Site Location and Anticipated Conditions Item Site Location Existing Improvements Existing Topography Site Access Expected Subsurface Conditions ierracon Description The project is generally located along CN railroad, Airport Boulevard, and Airline Highway in Waterloo, Iowa. Latitude/Longitude (approximate) 42.5433° /-92.3959° (See Exhibit D) City streets with associated infrastructure. Various vegetation within property easements, HMA and PCC pavements with gravel shoulders are also present. Based on the plan and profile drawings provided, existing grade near the west end of the sanitary sewer is at about elevation 870 feet and the east end is at about 862 feet. Based on the plan and profile drawings provided, existing grade near the northwest end of the storm sewer is at about elevation 868 feet and the southeast end at the drainage swale is at about 852 feet. We expect the site and exploration locations will be accessible to our drilling equipment and support vehicle. Our experience near the vicinity of the proposed development and review of publicly available information indicates subsurface conditions include fill soils over native, granular soils. Facilities I Environmental I Geotechnical I Materials Page 522 of 551 Proposal for Geotechnical Engineering Services Airline Highway Utility Improvements I Waterloo, Iowa October 20, 2025 I Terracon Proposal No. P13255066 Exhibit B - Scope of Services iiierracon Our proposed Scope of Services consists of field exploration, laboratory testing, and engineering/project delivery. These services are described in the following sections. Field Exploration Terracon and Waterloo developed the following boring locations and depths. Please note that the proposed depths of soil borings at the crossing of CN Railway have been increased from that requested to meet their requirements, and an additional boring is recommended on the north side of the railroad tracks. Number of Borings 10 1 3 12 (additional boring) Planned Boring Depth (feet) 25 feet / Auger refusal 40 feet 25 feet / Auger refusal 40 feet Planned Location Sanitary Sewer CN Railway Crossing/Encroachment Storm Sewer North side of CN Railway Crossing/Encroachment 1. The potential boring locations are on the Anticipated Exploration Plan. 2. We propose an additional boring be performed for the trenchless utility crossing of CN Railway right-of-way, north of the existing trackage. We also suggest that the manhole boring on the south side of the track be relocated such that both borings lie within the trenchless installation pits. Boring Layout: It is our preference that the City of Waterloo survey the 'as -drilled' boring locations and provide surface elevations and latitude and longitudes at the boring locations. We will use handheld GPS equipment to locate borings with an estimated horizontal accuracy of +/-20 feet. Field measurements from existing site features may be utilized. We will coordinate with your Project Surveyor to include surface elevations in our project information, if so requested. Subsurface Exploration Procedures: We will advance the borings with a rotary drill rig using continuous flight augers techniques. Soil sampling will be performed at intervals of 2.5 feet in the upper 20 feet and every 5 feet thereafter for each boring. Additional soil sampling will be performed for the CN Railway crossing and include Facilities I Environmental I Geotechnical I Materials Page 523 of 551 Proposal for Geotechnical Engineering Services Airline Highway Utility Improvements I Waterloo, Iowa October 20, 2025 I Terracon Proposal No. P13255066 Terracon performing sampling at intervals of 2.5 feet to depths of 30 feet. Soil sampling is typically performed using thin -wall tube and/or split -barrel sampling procedures. The split -barrel samplers are driven in accordance with the standard penetration test (SPT). In addition, we will observe and record groundwater levels during drilling and sampling. Our exploration team will prepare field boring logs as part of standard drilling operations including sampling depths, penetration distances, and other relevant sampling information. Field logs will include visual classifications of materials observed during drilling and our interpretation of subsurface conditions between samples. The samples will be containerized and transported to our soil laboratory. Property Disturbance: Terracon will make reasonable efforts to reduce damage to the property. However, it should be understood that in the normal course of our work some disturbance could occur including rutting of the ground surface and damage to the pavement surface. We will backfill our boreholes with auger cuttings and/or bentonite chips upon completion. We anticipate the W. Airline Highway borings will be performed on its gravel shoulder or on the individual properties. Any pavement penetrations will be patched with low shrink concrete or cold patch asphalt. Our services do not include repair of the site beyond backfilling our boreholes and patching existing pavements. Excess auger cuttings will be removed from the site. Because backfill material often settles below the surface after a period, we recommend boreholes to be periodically checked and backfilled, if necessary. We can provide this service or grout the boreholes for additional fees at your request. Safety Terracon is not aware of environmental concerns at this project site that would create health or safety hazards associated with our exploration program; thus, our Scope considers standard OSHA Level D Personal Protection Equipment (PPE) appropriate. Our Scope of Services does not include environmental site assessment services, but identification of unusual or unnatural materials observed while drilling will be noted on our logs. Exploration efforts require borings/excavations into the subsurface. Therefore, Terracon will comply with local regulations to request a utility location service through the Iowa One Call system. We will consult with the landowner/client regarding potential utilities or other unmarked underground hazards. Based upon the results of this consultation, we will consider the need for alternative subsurface exploration methods as the safety of our field crew is a priority. Private Utility Locations and Clearance: Terracon will evaluate the presence of existing pipes/utilities near the boring locations by using geophysical methods including Ground Penetrating Radar (GPR), and Electromagnetic Line Locator (EMLL) and metal Facilities I Environmental I Geotechnical I Materials Page 524 of 551 Proposal for Geotechnical Engineering Services Airline Highway Utility Improvements I Waterloo, Iowa October 20, 2025 I Terracon Proposal No. P13255066 Terracon detector. In general, these methods can indicate if anomalies exist in the subsurface; however, the physical nature of the anomaly cannot always be determined. The following paragraphs describe the methods planned to be used to identify underground utilities and potential obstructions. Ground Penetrating Radar (GPR) will be used to scan the area within a 20 ft radius of the boring. A Geophysical Survey Systems Inc. (GSSI) 400 MHz antenna will be utilized in each area. GPR utilizes radio waves to detect changes in the subsurface of the area being scanned. Changes in the signal generally indicate material property changes such as, but not limited to, electromagnetic conductivity and dielectric constant, which in some cases can be qualitatively linked to other material properties such as density, moisture, or material type, and can be effective in identifying the presence and location of items such as voids, rubble, buried concrete, tanks, underground utilities, and embedded reinforcing steel in concrete and masonry structures, among other things. The instrument is capable of producing real-time images and recording images. The geophysical survey methods are subject to the following limitations: ■ The GPR penetration depth is not expected to be substantial enough to discern utility locations through the existing concrete. GPR penetration is typically 4 to 8 feet in soil but is unknown until field work commences. ■ Spacing of any concrete reinforcing steel should be more than 6 inches on center. ■ Surfaces should be clean and free of debris. Any obstructed areas will not be scanned. ■ A utility may not be detectable if: in poor soils; beneath present above -ground obstructions; near other underground utilities; deeper than anticipated survey depths; or made of plastic or other undetectable material. Electromagnetic Line Location (EMLL) would also be performed in conjunction with the GPR. Terracon would utilize an electromagnetic pipe and cable locator system consisting of an RD-8000 PDL Locator. The locator can locate utilities utilizing multiple measurement modes using a radio spectrum scan, a passive frequency detection scan (50 to 60Hz for electrical lines), and a metal detector scan. This instrument can also perform active signal detection by using a direct connection to utilities that are accessible at the surface (e.g., transformer boxes or surface access points). Locations of utilities or obstructions encountered will be marked on the ground surface with paint or flags and pictures will be taken for documentation in Terracon's Exploration Directive/Work Plan. Please note that this process is intended to safely clear the boring locations, and it is not intended to map all utilities on the site. The ASCE 38-02 standard for Subsurface Utility Engineering and mapping will not be followed, but that level of service could be provided to the client upon request. Facilities I Environmental I Geotechnical I Materials Page 525 of 551 Proposal for Geotechnical Engineering Services Airline Highway Utility Improvements I Waterloo, Iowa October 20, 2025 I Terracon Proposal No. P13255066 Terracon The detection of underground utilities is dependent upon the composition and construction of the utility line; some utilities are comprised of non -electrically conductive materials and may not be readily detected. The use of a private utility locate service would not relieve the landowner/client of their responsibilities in identifying private underground utilities. Site Access: Terracon must be granted access to the site by the property owner. Without information to the contrary, we consider acceptance of this proposal as authorization to access the property for conducting field exploration in accordance with the Scope of Services. We have considered that a right-of-way access agreement will not be needed to drill the soil borings in railroad right-of-way. Terracon maintains a bond with the City of Waterloo to perform work in its easements or right-of-way. Terracon will conduct field exploration services during normal business hours (Monday through Friday between 7:OOam and 6:OOpm). If our exploration must take place over a weekend, at night, or outside normal working hours, please contact us so we can adjust our schedule and fee. Traffic Control: For the work scope of this cost estimate, we have budgeted for subcontracting traffic control services consisting of 'Road Work Ahead' signs and flaggers during our drilling activities on W. Airline Highway, which is anticipated to take one day. For the remainder of our field work within ditches and adjacent properties, we have budgeted for 'Road Work Ahead' signs for work in road right-of-way to notify motorists of our presence. Laboratory Testing The project engineer will review field data and assign laboratory tests to understand the engineering properties of various soil strata. Exact types and number of tests cannot be defined until completion of fieldwork, but we anticipate the following laboratory testing will be performed: ■ Water content ■ Dry Density ■ Atterberg limits ■ Sieve analysis through the No. 200 ■ Combined sieve and hydrometer ■ Soil pH and sulfates Our laboratory testing program will include examination of soil samples by an engineer or geologist. Based on the results of our field and laboratory programs, we will describe Facilities I Environmental I Geotechnical I Materials Page 526 of 551 Proposal for Geotechnical Engineering Services Airline Highway Utility Improvements I Waterloo, Iowa October 20, 2025 I Terracon Proposal No. P13255066 ierracon and classify soil samples in general accordance with the Unified Soil Classification System (USCS). Engineering and Project Delivery Report for Utility installations via cut and cover: The results of our field and laboratory programs will be evaluated, and a geotechnical engineering report will be prepared under the supervision of a licensed professional engineer. The geotechnical engineering report will provide the following: ■ Stratified boring logs with field and laboratory data ■ Groundwater levels observed during and after the completion of drilling ■ Site Location and Exploration Plans ■ Subsurface exploration procedures ■ General site and project descriptions ■ Summaries of the subsurface soil and groundwater conditions encountered ■ Utility trench excavation, pipe support, and backfilling considerations ■ General earthwork recommendations, including: • Backfill material types, including suitability of on -site soils • Structural fill compaction criteria • General grading, drainage, dewatering, and construction considerations Report for the CN Railway Crossing: Chicago Central and Pacific Railroad (d.b.a. Canadian National Railway) prefers that a separate Geotechnical Engineering report be issued for clarity for the railroad crossing trenchless utility installation. The results of our field and laboratory programs will be evaluated, and a geotechnical engineering report will be prepared under the supervision of a licensed professional engineer. The geotechnical engineering report will provide the following in accordance with CN's Crossing/Encroachment Application Packet: ■ Stratified boring logs with field and laboratory data ■ Groundwater levels observed during and after the completion of drilling ■ Site Location and Exploration Plan ■ Subsurface exploration procedures ■ General project and site descriptions ■ Description of subsurface conditions ■ Geotechnical discussion regarding the feasibility of a trenchless installation ■ Geotechnical parameters for the applicable layers, including: • Unit Weight • Angle of internal friction or cohesion Facilities I Environmental I Geotechnical I Materials Page 527 of 551 Proposal for Geotechnical Engineering Services Airline Highway Utility Improvements I Waterloo, Iowa October 20, 2025 I Terracon Proposal No. P13255066 ierracon • Rankine at -rest earth pressure coefficient ■ General design and construction considerations for the trenchless installation ■ General dewatering considerations ■ Estimated ground surface settlement considering an overcut dimension ■ Estimated ground settlement resulting from dewatering ■ Recommended settlement monitoring program ■ Settlement point layout ■ Discussion of potential mitigative methods to address excessive settlement ■ Geotechnical discussion regarding pre -construction surveys and construction monitoring In addition to an emailed report, your project will be delivered using our Compass system. Upon initiation, we provide you and your design team the necessary link and password to access the website (if not previously registered). Each project includes a calendar to track the schedule, an interactive site map, a listing of team members, access to the project documents as they are uploaded to the site, and a collaboration portal. We welcome the opportunity to have project kickoff conversations with the team to discuss key elements of the project and demonstrate features of the portal. The typical delivery process includes the following: ■ Project Planning - Proposal information, schedule and anticipated exploration plan ■ Site Characterization - Findings of the site exploration and laboratory results ■ Subsurface Exploration Report When services are complete, we upload a printable version of our Geotechnical Engineering report, including the professional engineer's seal and signature. Previous submittals, collaboration, and the report will be maintained in our system. This allows for future reference and integration into subsequent aspects of our services as the project goes through final design and construction. Additional Services In addition to the services noted above, the following are often associated with geotechnical engineering services. Fees for services noted above do not include the following: Review of Plans and Specifications: Our geotechnical report and associated verbal and written communications will be used by others in the design team to develop plans and specifications for construction. Review of project plans and specifications is a vital part of our geotechnical engineering services. This consists of review of project plans and specifications related to site preparation and installation methods. Our review will include a written statement conveying our opinions relating to the plans and specifications' consistency with our geotechnical engineering recommendations. Facilities I Environmental I Geotechnical I Materials Page 528 of 551 Proposal for Geotechnical Engineering Services Airline Highway Utility Improvements I Waterloo, Iowa October 20, 2025 I Terracon Proposal No. P13255066 iiierracon Review of Contractor's Work/Construction Plan: In some cases, CN does not accept the contractor's initial plan for construction, and CN can request that Terracon provide a statement regarding the suitability of the contractor's proposed methodology. Upon request, Terracon will review the contractor's plan, provide suggestions and responses to the team, and prepare and submit a geotechnical engineering memorandum or a revised Geotechnical Engineering Report. Some Exclusions to Terracon's Scope of Services: Please note that our proposed scope of services and fees do not include: ■ Time to negotiate and coordinate access with landowners or tenants other than the City of Waterloo. ■ Site clearing/grubbing and repair of damage to existing landscape and surfaces. ■ Transportation and disposal of impacted 'soil' (i.e., investigation derived waste). ■ Preparation of the Contractor's Work Plan, preparation of a contingency plan and notification procedure that can be implemented during construction, a dewatering plan/program, and a dedicated settlement monitoring program. - Please note that it will be the responsibility of the contractor to prepare these items in their Work/Construction Plan. ■ Evaluation of required jacking forces and review of jacking force calculations. ■ Review of temporary dewatering system plans and calculations. ■ Railroad fees associated with work in the railroad right-of-way. ■ Preparation of plan and profile drawings and project specifications. ■ Design of temporary earth retention systems and dewatering systems with the zone of influence of the trackage, as defined by CN Railway. If these excluded services are desired by the owner/client, we should be notified so we can adjust our scope of services and fee estimate. Terracon's scope of services can require revisions once additional project details become available. Facilities I Environmental I Geotechnical I Materials Page 529 of 551 Proposal for Geotechnical Engineering Services Airline Highway Utility Improvements I Waterloo, Iowa October 20, 2025 I Terracon Proposal No. P13255066 iiierracon Exhibit C - Compensation and Project Schedule Compensation Based upon our understanding of the project as summarized in Exhibit A, and our planned scope of services outlined in Exhibit B, we estimate the following fees for this project. Item Subsurface Exploration with Traffic Control, Soil Laboratory Testing, and Geotechnical Engineering Report for the Cut and Cover Utility Installations One additional Soil Boring and Soil Laboratory Testing, and Geotechnical Engineering Report for the Trenchless Utility Installation Total Additional Service - Private Utility Locations and Markings (only upon request) Estimated Fee $19,300 to $22,850 $7,500 to $8,500 $26,800 to $31,350 $2,500 Facilities I Environmental I Geotechnical I Materials Page 530 of 551 Proposal for Geotechnical Engineering Services Airline Highway Utility Improvements I Waterloo, Iowa October 20, 2025 I Terracon Proposal No. P13255066 Geotechnical Engineering Services for Cut and Cover Utility Installation ,,iferracon IQUANTITY UNIT PRICE UNIT DESCRIPTION EXTENSION FIELD SERVICES Daily Pre -Task Planning / Tailgate Meetings ATV -Mounted Drill Rig & Support Equipment Auger Drilling & Sampling (0-20ft.) Auger Drilling & Sampling (20-40ft.) Pavement Patching Traffic Control Flaggers (subcontractors) Traffic Control Signs (subcontractors) Drilling Supervisor (Staking, IOC, Work Plan) ESTIMATED SUBTOTAL FOR FIELD SERVICES Refer to Exhibit B for the Scope of Services. 1.5 2.0 hour $225.00 $ 337.50 - 450.00 3.0 - 4.0 day $950.00 $ 2,850.00 - 3,800.00 280 - 280 foot $16.50 $ 4,620.00 - 4,620.00 85 - 85 foot $18.00 $ 1,530.00 - 1,530.00 0 - 6 each $25.00 $ - 150.00 1 - 1 day $900.00 $ 900.00 - 900.00 2 - 3 day $350.00 $ 700.00 1,050.00 8 - 10 hour $135.00 $ 1,080.00 - 1,350.00 Subtotal $ 12,017.50 - 13,850.00 $ 12,000.00 to $ 13,850.00 SOIL LABORATORY SERVICES Stratification of Boring Logs 7 - 8 hour $120.00 Water Content & Visual -Manual Classification 115 - 131 each $10.00 Dry Density (Thin -Wall Tube Sample) 2 - 3 each $10.00 Atterberg Limits - Three Point Method 0 - 1 each $125.00 Sieve Analysis (Washed) 5 - 6 each $125.00 Combined Hydrometer and Sieve 2 - 3 each $185.00 Unconfined Compression Test 0 - 2 each $30.00 Organic Content - Loss on Ignition 0 - 0 each $75.00 Moisture -density Relationship of Soil (Standard 'Proctor') 0 - 0 each $165.00 pH and Soluble Sulfates - Soil 2 - 2 each $200.00 Subtotal ESTIMATED SUBTOTAL FOR SOIL LABORATORY SERVICES $ 840.00 - 960.00 $ 1,150.00 - 1,310.00 $ 20.00 - 30.00 $ - 125.00 $ 625.00 - 750.00 $ 370.00 - 555.00 $ - 60.00 $ - - $ - - $ 400.00 - 400.00 $ 3,405.00 - 4,190.00 $ 3,400.00 to $ 4,200.00 GEOTECHNICAL ENGINEERING SERVICES Senior Engineering Consultant, P.E. 2 - 3 hour $200.00 $ 400.00 - 600.00 Project Engineer 3 - 4 hour $140.00 $ 420.00 - 560.00 Senior Staff Geologist 22 - 26 hour $120.00 $ 2,640.00 - 3,120.00 Administration / Secretarial Services 5 - 6 hour $90.00 $ 450.00 - 540.00 Subtotal $ 3,910.00 - $ 4,820.00 ESTIMATED SUBTOTAL FOR GEOTECHNICAL ENGINEERING SERVICES $ 3,900.00 to $ 4,800.00 ESTIMATED TOTAL FOR SCOPE OF SERVICES $ 19,300.00 to $ 22,850.00 ADDITIONAL SERVICES Private Utility Locating (by Terracon personnel) 1 - 1 Day $2,500.00 $ 2,500.00 - 2,500.00 ESTIMATED TOTAL FOR SCOPE OF SERVICES $ 2,500.00 to $ 2,500.00 Facilities I Environmental I Geotechnical I Materials Page 531 of 551 Proposal for Geotechnical Engineering Services Airline Highway Utility Improvements I Waterloo, Iowa October 20, 2025 I Terracon Proposal No. P13255066 Geotechnical Engineering Services for Trenchless Utility Installation ierracon DESCRIPTION QUANTITY UNIT UNIT PRICE EXTENSION FIELD SERVICES Auger Drilling & Sampling (0-20ft.) Auger Drilling & Sampling (20-40ft.) ESTIMATED SUBTOTAL FOR FIELD SERVICES Refer to Exhibit B for the Scope of Services. Assumes the additional boring is performed along with the General Utility exploration. 20 - 20 foot $16.50 $ 330.00 - 330.00 20 - 20 foot $18.00 $ 360.00 - 360.00 Subtotal $ 690.00 - 690.00 $ 700.00 to $ 700.00 SOIL LABORATORY SERVICES Stratification of Boring Logs 0.5 - 0.5 hour $120.00 $ 60.00 - 60.00 Water Content & Visual -Manual Classification 14 - 14 each $10.00 $ 140.00 - 140.00 Subtotal $ 200.00 - 200.00 ESTIMATED SUBTOTAL FOR SOIL LABORATORY SERVICES $ 200.00 to $ 200.00 GEOTECHNICAL ENGINEERING SERVICES Senior Engineering Consultant, P.E. 10 - 12 hour $200.00 $ 2,000.00 - 2,400.00 Project Engineer 3 - 4 hour $140.00 $ 420.00 - 560.00 Senior Staff Geologist 34 - 38 hour $120.00 $ 4,080.00 - 4,560.00 Administration / Secretarial Services 1 - 1 hour $90.00 $ 90.00 - 90.00 Subtotal $ 6,590.00 - $ 7,610.00 ESTIMATED SUBTOTAL FOR GEOTECHNICAL ENGINEERING SERVICES $ 6,600.00 to $ 7,600.00 ESTIMATED TOTAL FOR SCOPE OF SERVICES $ 7,500.00 to $ 8,500.00 Please note that we will only bill for the services performed in accordance with the unit rates in the prior tables. If revisions to our scope of services are requested, we would contact you for approval prior to initiating any additional or alternate services. Our invoice will be submitted upon completion of our scope to the addressee of this proposal unless we are notified otherwise. Project Schedule We developed a schedule to complete the Scope of Services based upon our existing availability and understanding of your project schedule. However, our schedule does not account for delays in field exploration beyond our control, such as weather conditions, delays resulting from utility clearance or lack of permission to access the boring locations. In the event the schedule provided is inconsistent with your needs, please contact us so we may consider alternatives. Delivery Kickoff Call with Client Site Characterization Schedule 1, 2 5 days after notice to proceed 10 days after completion of field program Facilities I Environmental I Geotechnical I Materials Page 532 of 551 Proposal for Geotechnical Engineering Services Airline Highway Utility Improvements I Waterloo, Iowa October 20, 2025 I Terracon Proposal No. P13255066 Delivery Geotechnical Engineering Report iiierracon Schedule 1' 2 20 to 25 days after completion of field program 1. Upon receipt of your notice to proceed, we will activate the schedule component on Compass with anticipated dates for the delivery points noted above, as well as other pertinent events. Upon completion of our boring log stratifications and lab testing, we can provide a summary of our findings and preliminary, 'verbal' recommendations to the Client, prior to issuance of our Geotechnical Engineering Report 2. Standard workdays. We will maintain an activities calendar within on Compass. The schedule will be updated to maintain a current awareness of our plans for delivery. Preliminary recommendations can be provided prior to completion of the geotechnical engineering report. Facilities I Environmental I Geotechnical I Materials Page 533 of 551 Proposal for Geotechnical Engineering Services Airline Highway Utility Improvements I Waterloo, Iowa October 20, 2025 I Terracon Proposal No. P13255066 Exhibit D - Site Location erracon Castle Hill DIAGRAM IS FOR GENERAL LOCATION ONLY, AND IS NOT INTENDED FOR CONSTRUCTION PURPOSES MAP PROVIDED BY MICROSOFT BING MAPS Page 534 of 551 Proposal for Geotechnical Engineering Services Airline Highway Utility Improvements I Waterloo, Iowa October 20, 2025 I Terracon Proposal No. P13255066 Exhibit E - Anticipated Exploration Plan • ierracon SALE I'=Yq'T47R WATERLOG AIRPORT INTERNATIONAL PAPER W AIRLINE HWY 1 1 1 PROPOSED 9TORU SEWER Additional Boring PROPOSED EORIMG LCICA11DNE PEPE ORM 9DR WIDE 71 R 13. W. flFl C'l"V s)FERry. DIAGRAM IS FOR GENERAL LOCATION ONLY, AND IS NOT INTENDED FOR CONSTRUCTION PURPOSES MAP PROVIDED BY CITY OF WATERLOO Page 535 of 551 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Randy Bennett, Public Works Division Manager Waste Management Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Resolution approving an Engineering Services Agreement with Strand Associates, to update the Waste Water Treatment Plant Facilities Plan from 2017, in an amount not to exceed $275,000.00, and authorizing the Mayor to execute said document. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. Strand - Updated Facilities Plan - Memo Page 536 of 551 2. Strand - Updated Facilities Plan - Agreement for General Services Page 537 of 551 CITY OF %VfATERLOO IOWA Community of Opportunity Date: October 8, 2025 To: Waterloo Mayor and Council 715 Mulberry St, Waterloo, IA 50703 9 Phone: (319) 291-0141 Fax: CITYOFWATERLOOIOWA.COM From: Brad Manahl, Treatment Operations Director, Waste Management Services RE: Agreement for General Services to Update Wastewater Treatment Plant Facilities Plan Background Discussion: The first step in planning Waterloo's Wastewater Treatment Plant phase II upgrades (Liquid Improvements/Nutrient Reduction) is to update our WWTP Facilities Plan that was done in 2017. The facilities plan will need to be updated and approved by the Iowa Department of Natural Resources before we can proceed with the project and for future approval of State Revolving Funds. Liquid Improvements/Nutrient Reduction will enable utilization of the complete treatment plant, capable of meeting future nutrient reduction limits and additional capacity for future economic industrial growth. Recommended Action: It is recommended that the City Council approve the agreement with Strand Associates in the estimated fee of $275,000. age�f 551 STRAND ASSOCIATES® Excellence in Engineerings"' Strand Associates, Inc.® 910 West Wingra Drive Madison, WI 53715 (P) 608.251.4843 www.strand.com October 7, 2025 City of Waterloo 715 Mulberry Street Waterloo, IA 50703 Attention: Mr. Brad Manahl, Assistant Director/Treatment Operations Supervisor Re: Agreement for General Services Wastewater Treatment Plant (WWTP) Facilities Plan Update This is an Agreement between the City of Waterloo, Iowa, hereinafter referred to as OWNER, and Strand Associates, Inc.®, hereinafter referred to as ENGINEER, to provide engineering services (Services) for the WWTP Facilities Plan Update project. This Agreement shall be in accordance with the following elements. Scope of Services ENGINEER will provide the following Services to OWNER. 1. Participate in Workshop No. 1 at the WWTP to review project goals, OWNER's goals, and schedule; evaluate current operating conditions; and gather field information. 2. Prepare and provide a sampling and analytical plan for process model calibration to OWNER. OWNER shall conduct the sampling and perform the analytical services in-house or via a contract with a third -party laboratory. The sampling and analytical plan is anticipated to be conducted in Fall 2025, January or February 2026, and Summer 2026. 3. Submit a request for data and documentation to OWNER including influent, primary effluent, plant effluent, sludge, and in -plant operations data for the past ten years. 4. Review and summarize ten years' of past influent, primary effluent, plant effluent, and biosolids production data as available from OWNER. Compare the existing flows and loadings to the flows and loading projections from the ENGINEER -prepared 2017 Facilities Plan. 5. Participate in web -based Workshop No. 2 with OWNER to review the model calibration summary, plant data summary, and the comparisons to the 2017 Facilities Plan. 6. Participate in a web -based project kickoff meeting with the Iowa Department of Natural Resources (IDNR). 7. Assist OWNER in retaining an environmental services firm to conduct a Phase 1 Environmental Site Assessment and lead, asbestos, and hazardous materials site survey to identify potential materials at the project site that may require remediation or removal. 8. Participate in up to eight workshops, with up to six anticipated to be in person at the WWTP, to review the project modifications and alternatives. Discussion topics will be determined prior to each workshop, with the following topics anticipated to be covered in at least one workshop: a. Review of the existing WWTP unit operations and summary of current operating data. b. Review of sampling data. RAW:gjc\R\MAD\Documents\Agreements \W\Waterloo, City of(IA)\FaciliiiesPlanningUpgrades.2025\Agr\4463.021.docx Arizona I Illinois I Indiana I Iowa I Kentucky I Ohio I Tennessee I Texas I Wisconsin Page 539 of 551 Strand Associates, Inc.® City of Waterloo, Iowa Page 2 October 7, 2025 c. Review of future flow and load forecasts and anticipated regulatory criteria. Flow and loading projections will be based on OWNER -provided population projection data. d. Assessment of the conditions of facilities anticipated to be reused in the future WWTP. e. Review of influent pumping, screening, and grit removal technologies. Up to three screening alternatives and two grit removal alternatives will be evaluated. Existing influent screening, pumping stations, and grit removal structures are anticipated to be rehabilitated with new equipment. f. Review of primary and secondary treatment alternatives. Up to four alternatives will be evaluated using BioWin modeling. g. Review of the existing final clarifiers to provide capacity for secondary treatment modifications. h. Review of existing ultraviolet disinfection facilities for capacity and potential energy reduction. i. Review of peak flow management alternatives including on -site equalization operations and effluent pumping under peak flow conditions and high river levels. j. Review of solids management and stabilization alternatives including maintaining and expanding anaerobic digestion and implementation of biosolids drying to produce Class 1/Class A biosolids. k. Review of solids storage, including pre -drying and off -site storage. 1. Review of odor control for the headworks facilities and solids management systems. m. Review of existing employee spaces (administration building and operations facilities), maintenance spaces, storage spaces, vehicular storage space, laboratory space, and related non -process spaces. A high-level space needs study will be developed to assist in development of potential building modifications. n. Review of site modifications, site and structure demolition, and roadway access. o. Review of capital project phasing strategies. p. Review of Iowa State Revolving Fund project fmancing including planning and design loans. 9. Prepare a summary of design flows and loadings and submit to the IDNR for approval. 10. Prepare an anti -degradation report for review by OWNER. The final report will be submitted to the IDNR for approval. 11. Prepare and submit draft Facilities Plan sections that present the background, evaluations, opinions of probable capital cost (OPCC), nonmonetary evaluations, and related information discussed in the workshops conducted under Item No. 8. Up to six separate submittals are anticipated to be developed over the course of the Facilities Plan development; these submittals will be provided to OWNER via email and reviewed via meetings that will be either web -based or held in person in concurrence with workshops at the WWTP. 12. Prepare final Facilities Plan sections incorporating OWNER's comments, as appropriate, and provide to OWNER via email. RAW:gjc\R\MAD\Documents\Agreements \W\Waterloo, City of (IA)\FaciliiiesP1a nningUpgrades.2025\Agr\4463.021.docx www.strand.com Page 540 of 551 Strand Associates, Inc.® City of Waterloo, Iowa Page 3 October 7, 2025 13. Prepare a draft Facilities Plan summarizing the content of previously developed draft sections and including a summary of the project identified throughout the previous technical memoranda and workshops, the OPCC, the selected phasing strategy, an updated project schedule, and the anticipated financing method(s) that OWNER will pursue. 14. Participate in a Facilities Plan review meeting with OWNER at the WWTP. 15. Prepare the final Facilities Plan and submit to OWNER and the IDNR via email including IDNR forms to enable OWNER's capital project to be eligible for inclusion on the IDNR's Intended Use Plan. 16. Respond to the IDNR's review comments, as appropriate. 17. Participate in up to three site visits (up to four days total) with OWNER to review treatment technologies at different wastewater treatment facilities. 18. Attend up to three OWNER -defined meetings to present to OWNER' s elected officials and other interested stakeholders. Service Elements Not Included The following services are not included in this Agreement. If such services are required, they will be provided through an amendment to this Agreement or through a separate agreement with OWNER. 1. Additional Site Visits and/or Meetings: Additional OWNER -required site visits or meetings. 2. Archaeological or Botanical Investigations: ENGINEER will assist OWNER in engaging the services of an archaeologist or botanist, if required, to perform the field investigations necessary for agency review. 3. Drawings and Specifications: Final design services including drawings and specifications. 4. Land and Easement Surveys/Procurement: Any services of this type including, but not limited to, a record search, field work, preparation of legal descriptions, or assistance to OWNER for securing land rights necessary for the project. 5. Preparation for and/or Appearance in Litigation on Behalf of OWNER: Any services related to litigation. 6. Revising Designs, Drawings, Specifications, and Documents: Any services required after these items have been previously approved by state or federal regulatory agencies, because of a change in project scope or where such revisions are necessary to comply with changed state and federal regulations that are put in force after Services have been partially completed. 7. Services Related to Buried Wastes and Contamination: Should buried solid, liquid, or potentially hazardous wastes or subsurface or soil contamination be uncovered at the site, follow-up investigations may be required to identify the nature and extent of such wastes or subsurface soil or groundwater contamination and to determine appropriate methods for managing of such wastes or contamination and for follow-up monitoring. RAW:gjc\R\MAD\Documents\Agreements \W\Waterloo, City of (IA)\FaciliiiesP1a nningUpgrades.2025\Agr\4463.021.docx www.strand.com Page 541 of 551 Strand Associates, Inc.® City of Waterloo, Iowa Page 4 October 7, 2025 Compensation OWNER shall compensate ENGINEER for Services under this Agreement on an hourly rate basis plus expenses an estimated fee of $275,000. Expenses incurred such as those for travel, meals, printing, postage, copies, computer, electronic communication, and long distance telephone calls will be billed at actual cost plus ten percent. Only sales taxes or other taxes on Services that are in effect at the time this Agreement is executed are included in the Compensation. If the tax laws are subsequently changed by legislation during the life of this Agreement, this Agreement will be adjusted to reflect the net change. The estimated fee for the Services is based on wage scale/hourly billing rates, adjusted annually on July 1, that anticipates the Services will be completed as indicated. Should the completion time be extended, it may be cause for an adjustment in the estimated fee that reflects any wage scale adjustments made. The estimated fee will not be exceeded without prior notice to and agreement by OWNER but may be adjusted for time delays, time extensions, amendments, or changes in the Scope of Services. Any adjustments will be negotiated based on ENGINEER's increase or decrease in costs caused by delays, extensions, amendments, or changes. Schedule Services will begin upon execution of this Agreement, which is anticipated the week of October 13, 2025. Services are scheduled for completion on July 31, 2027. Standard of Care The Standard of Care for all Services performed or furnished by ENGINEER under this Agreement will be the care and skill ordinarily used by members of ENGINEER's profession practicing under similar circumstances at the same time and in the same locality. ENGINEER makes no warranties, express or implied, under this Agreement or otherwise, in connection with ENGINEER's Services. OWNER's Responsibilities 1. Assist ENGINEER by placing at ENGINEER's disposal all available information pertinent to this project including previous reports, previous drawings and specifications, and any other data relative to the scope of this project. 2. Furnish to ENGINEER, as required by ENGINEER for performance of Services as part of this Agreement, data prepared by or services of others obtained or prepared by OWNER relative to the scope of this project, such as soil borings, probings and subsurface explorations, and laboratory tests and inspections of samples, all of which ENGINEER may rely upon in performing Services under this Agreement. 3. Provide access to and make all provisions for ENGINEER to enter upon public and private lands as required for ENGINEER to perform Services under this Agreement. 4. Examine all reports, sketches, estimates, special provisions, drawings, and other documents presented by ENGINEER and render, in writing, decisions pertaining thereto within a reasonable time so as not to delay the performance of ENGINEER. 5. Provide all legal services as may be required for the development of this project. 6. Pay all permit and plan review fees payable to regulatory agencies. RAW:gjc\R\MAD\Documents\Agreements \W\Waterloo, City of (IA)\FaciliiiesP1a nningUpgrades.2025\Agr\4463.021.docx www.strand.com Page 542 of 551 Strand Associates, Inc.® City of Waterloo, Iowa Page 5 October 7, 2025 Opinion of Probable Cost Any opinions of probable cost prepared by ENGINEER are supplied for general guidance of OWNER only. ENGINEER has no control over competitive bidding or market conditions and cannot guarantee the accuracy of such opinions as compared to contract bids or actual costs to OWNER. If OWNER requires more than general guidance, then OWNER agrees to obtain an independent cost estimate by others. Changes 1. OWNER may make changes within the general scope of this Agreement in the Services to be performed. If such changes cause an increase or decrease in ENGINEER's cost or time required for performance of any Services under this Agreement, an equitable adjustment will be made and this Agreement will be modified in writing accordingly. 2. No services for which additional compensation will be charged by ENGINEER will be furnished without the written authorization of OWNER. The fee established herein will not be exceeded without agreement by OWNER but may be adjusted for time delays, time extensions, amendments, or changes in the Scope of Services. 3. If there is a modification of Agency requirements relating to the Services to be performed under this Agreement subsequent to the date of execution of this Agreement, the increased or decreased cost of performance of the Services provided for in this Agreement will be reflected in an appropriate modification of this Agreement. Extension of Services This Agreement may be extended for additional Services upon OWNER's authorization. Extension of Services will be provided for a lump sum or an hourly rate plus expenses. Payment OWNER shall make monthly payments to ENGINEER for Services performed in the preceding month based upon monthly invoices. Nonpayment 30 days after the date of receipt of invoice may, at ENGINEER's option, result in assessment of a 1 percent per month carrying charge on the unpaid balance. Nonpayment 45 days after the date of receipt of invoice may, at ENGINEER' s option, result in suspension of Services upon five calendar days' notice to OWNER. ENGINEER will have no liability to OWNER, and OWNER agrees to make no claim for any delay or damage as a result of such suspension caused by any breach of this Agreement by OWNER. Upon receipt of payment in full of all outstanding sums due from OWNER, or curing of such other breach which caused ENGINEER to suspend Services, ENGINEER will resume Services and there will be an equitable adjustment to the remaining project schedule and compensation as a result of the suspension. Failure to make payments to ENGINEER is cause for termination upon two -week notice to OWNER. Termination This Agreement may be terminated with cause in whole or in part in writing by either party subject to a two -week notice and the right of the party being terminated to meet and discuss the termination before the termination takes place. ENGINEER will be paid for all completed or obligated Services up to the date of termination. RAW:gjc\R\MAD\Documents\Agreements \W\Waterloo, City of (IA)\FaciliiiesP1a nningUpgrades.2025\Agr\4463.021.docx www.strand.com Page 543 of 551 Strand Associates, Inc.® City of Waterloo, Iowa Page 6 October 7, 2025 Data Provided by Others ENGINEER is not responsible for the quality or accuracy of data nor for the methods used in the acquisition or development of any such data where such data is provided by or through OWNER, contractor, or others to ENGINEER and where ENGINEER' s Services are to be based upon such data. Such data includes, but is not limited to, soil borings, groundwater data, chemical analyses, geotechnical testing, reports, calculations, designs, drawings, specifications, record drawings, contractor's marked -up drawings, and topographical surveys. Third -Party Beneficiaries Nothing contained in this Agreement creates a contractual relationship with or a cause of action in favor of a third party against either OWNER or ENGINEER. ENGINEER's Services under this Agreement are being performed solely for OWNER's benefit, and no other party or entity shall have any claim against ENGINEER because of this Agreement or the performance or nonperformance of Services hereunder. OWNER and ENGINEER agree to require a similar provision in all contracts with contractors, subcontractors, subconsultants, vendors, and other entities involved in this project to carry out the intent of this provision. Dispute Resolution Except as may be otherwise provided in this Agreement, all claims, counterclaims, disputes, and other matters in question between OWNER and ENGINEER arising out of or relating to this Agreement or the breach thereof will be decided first by mediation, if the parties mutually agree, or with a bench trial in a court of competent jurisdiction within the State of Wisconsin. Remedies Neither ENGINEER nor OWNER shall be liable to the other for special, indirect, punitive, or consequential damages for claims, disputes, or other matters in question arising out of this or relating to this Agreement. This mutual waiver is applicable, without limitation, due to either parry's termination of this Agreement. Terms and Conditions The terms and conditions of this Agreement will apply to the Services defined in the Scope of Services and represent the entire Agreement and supersede any prior proposals, Requests for Qualifications, or Agreements. OWNER -supplied purchase order is for processing payment only; terms and conditions on the purchase order shall not apply to these Services. IN WITNESS WHEREOF the parties hereto have made and executed this Agreement. ENGINEER: OWNER: STRAND ASSOCIATES, INC.® CITY OF WATERLOO, IOWA Joseph M. Bunker Date Quentin M. Hart Date Corporate Secretary Mayor RAW:gjc\R\MAD\Documents\Agreements \W\Waterloo, City of (IA)\FaciliiiesP1a nningUpgrades.2025\Agr\4463.021.docx www.strand.com Page 544 of 551 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Planning & Zoning Department MEETING DATE October 20, 2025 AGENDA ITEM TITLE Resolution approving a Professional Services Agreement with Fehr Graham Engineering and Environmental for an amount not to exceed $4,500.00, to perform land surveying work at 360 Westfield Avenue, and authorizing the Mayor to execute said document. RECOMMENDED COUNCIL ACTION Approval. SUMMARY STATEMENT AND BACKGROUND INFORMATION Transmitted is a resolution to approve a Professional Services Agreement with Fehr Graham Engineering and Environmental for an amount not to exceed $4,500.00, to perform land surveying work at 360 Westfield Avenue, and authorizing the Mayor to execute said document. There are two parcels of land that are going to be split off from 360 Westfield Avenue and deeded to the City as part of the Hardcourts project on West Commercial Street. Attached the professional services agreement and a map. The orange and yellow parcels are the areas that will be surveyed, and a survey has already been completed on the blue area. NEIGHBORHOOD IMPACT The Hardcourts project is going to be another transformational project for Downtown Waterloo that will bring outside visitors to the city, aligning with Sportstown USA in the 2030 Vision Plan. DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES Downtown TIF. ALTERNATIVE ACTION Page 545 of 551 LEGAL DESCRIPTION ATTACHMENTS 1. Professional Services Agreement 2. Techworks Parcels Exhibit Page 546 of 551 FEHR GRAAM ENGINEERING & ENVIRONMENTAL October 9, 2025 Tim Andera City of Waterloo 715 Mulberry Street Waterloo, Iowa 50703 Dear Tim, Please find enclosed our Agreement for Professional Services as requested. Please sign and return the Agreement to my attention. An additional copy may be retained for your records. Sincerely, izdi, Adam J. Recker, PLS Land Surveyor AJR:amr Enclosure N:\Proposals\2025\Adam Recker\Legal Survey\Waterloo - Courtworks\City of Waterloo Courtworks Agreement.docx 221 E. Main Street I Suite 301 I Manchester, IA 52057 I p:563.927.2060 I fehrgraham.com Insight. Experience. Results. Page 547 of 551 FEHR GRAAM ENGINEERING & ENVIRONMENTAL AGREEMENT FOR PROFESSIONAL SERVICES Client Tim Andera City of Waterloo 715 Mulberry Street Waterloo, Iowa 50703 319.291.4366 Description of Services: City of Waterloo — Legal Survey for Courtworks, Waterloo, Iowa Fehr Graham will provide professional services to survey two parcels located at 250 Westfield Avenue in part of Parcel 891323378016 in Section 23, Township 89 North, Range 13 West, Black Hawk County, Iowa. These two parcels will be in Parcel F, in part of Lot 1 in the Techworks Addition. Also, these two parcels will be on either side of the existing hotel. This work will include researching available information, field work including monumenting the property corners, preparing a survey plat and description, recording it along with any Section Corner Certificates, and general project coordination. COST: The fixed fee for performing the above services is $4,500. Application, permit and recording fees will be reimbursed as direct expenses and are not included in the above fees. Payment for the services rendered will be requested via a monthly invoice. **Reimbursables are not to exceed more than 15% markup. The attached General Conditions are incorporated into and made a part of this Agreement. ACCEPTED AND AGREED TO: I/we, the undersigned, authorize Fehr Graham to provide services as outlined above, and also agree that I/we are familiar with and ACCEPT THE TERMS OF THE ATTACHED GENERAL CONDITIONS. CLIENT: CONSULTANT: Signature By /97 4,9_,;.4--- Name Name Ryan'M. Wicks, PE Title Title Principal Date Accepted Date Proposed October 9, 2025 #251920 N:\Proposals\2025\Adam Recker\Legal Survey\Waterloo - Courtworks\City of Waterloo Courtworks Agreement.docx 221 E. Main Street I Suite 301 I Manchester, IA 52057 I p:563.927.2060 I fehrgraham.com Insight. Experience. Results. Page 548 of 551 GENERAL CONDITIONS TO AGREEMENT FOR PROFESSIONAL SERVICES 1. The Client requests the professional services of Fehr Graham hereinafter called "The Consultant" as described herein. 2. The Consultant agrees to furnish and perform the professional service described in this Agreement in accordance with accepted professional standards. Consultant agrees to provide said services in a timely manner, provided, however, that Consultant shall not be responsible for delays in completing said services that cannot reasonably be foreseen on date hereof or for delays which are caused by factors beyond his control or delays resulting from the actions or inaction of any governmental agency. Consultant makes no warranty, expressed or implied, as to his findings, recommendations, plans and specifications or professional advice except that they were made or prepared in accordance with the generally accepted engineering practices. 3. It is agreed that the professional services described in the Agreement shall be performed for Client's account and that Client will be billed monthly for said services. A 11A% per month service charge will be incurred by Client for any payment due herein and not paid within 30 days of such billing which is equal to an ANNUAL PERCENTAGE RATE OF 18%. Partial payments will be first credited to the accrued service charges and then to the principal. 4. The Client and the Consultant each binds himself, his partners, successors, executors, and assigns to the other party to this agreement and to the partners, successor, executors, and assigns of such other party in respect to this agreement. 5. The Client shall be responsible for payment of all costs and expenses incurred by the Consultant for his account, including any such monies that the Consultant may advance for Client's account for purposes consistent with this Agreement. 6. The Consultant reserves the right to withdraw this Agreement if not accepted within 30 days. 7. A claim for lien will be filed within 75 days of the date of an invoice for services (last day of services rendered) unless the account is paid in full or other prior arrangements have been made. All attorney fees incurred by the Consultant due to the filing of said lien or the foreclosure thereof shall be borne by the Client. In the event suit must be filed by Consultant for the collection of fees for services rendered, Client will pay all reasonable attorney's fees and court costs. If Client defaults in payment of fees or costs due under the terms of this Agreement and Consultant incurs legal expenses as a result of such failure, Client shall be responsible for payment for Consultant's reasonable attorney fees and costs so incurred. 8. The Consultant shall present, for the consideration of the Client, engineering and technical alternatives, based upon its knowledge and experience in accordance with accepted professional standards, with selection of alternatives and final decisions as requested by the client to be the sole responsibility of the Client. 9. Construction Phase Activities (When applicable) - In connection with observations of the work of the Contractor(s) while it is in progress the Consultant shall make visits to the site at intervals appropriate to the various stages of construction as the Consultant deems necessary in Agreement to observe as an experienced and qualified design professional the progress and quality of the various aspects of the Contractor(s)'s work. Based on information obtained during such visits and on such observation, the Consultant shall endeavor to determine in general if such work is proceeding in accordance with the Contract Documents and the Consultant shall keep the Client informed of the progress of the work. The purpose of the Consultant's visits to the site will be to enable the Consultant to better carry out the duties and responsibilities assigned to and undertaken by the Consultant during the Construction Phase, and, in addition, by exercise of the Consultant's efforts as an experienced and qualified design professional, to provide for the Client a greater degree of confidence that the completed work of the Contractor(s) will conform generally to the Contract Documents and that the integrity of the design concept as reflected in the Contract Documents has been implemented and preserved by the Contractor(s). The Consultant shall not, during such visits or as a result of such observations of Contractor(s)' work in progress, supervise, direct or have control over Contractor(s)' work nor shall the Consultant have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected by Contractor(s), for safety precautions and programs incident to the work of Contractor(s) or for any failure of Contractor(s) to comply with laws, rules, regulations, ordinances, codes, or orders applicable to Contractors(s) furnishing and performing their work. Accordingly, the Consultant can neither guarantee the performance of the construction contracts by Contractor(s) nor assume responsibility for Contractor(s)' failure to furnish and perform their work in accordance with the Contract Documents. 10. Estimates of Fees — When fees are on a time and material basis the estimated costs required to complete the services to be performed are made on the basis of the Consultant's experience, qualifications, and professional judgment, but are not guaranteed. If the costs appear likely to exceed the estimate in excess of 20%, the Consultant will notify the Client before proceeding. If the Client does not object to the additional costs within seven (7) days of notification, the increased costs shall be deemed approved by the Client. 11. The Consultant is responsible for the safety on site of his own employees. This provision shall not be construed to relieve the Client or the Contractor(s) from their responsibility for maintaining a safe work site. Neither the professional services of the Consultant, nor the presence of his employees or subcontractors shall be construed to imply that the Consultant has any responsibility for any activities on site performed by personnel other than the Consultant's employees or subcontractors. 12. Original survey data, field notes, maps, computations, studies, reports, drawings, specifications and other documents generated by the Consultant are instruments of service and shall remain the property of the Consultant. The Consultant shall provide copies to the Client of all documents specified in the Description of Services. Version 2.0 March 2024 Page 1 of 2 Page 549 of 551 Any documents generated by the Consultant are for the exclusive use of the Client and any use by third parties or use beyond the intended purpose of the document shall be at the sole risk of the Client. To the fullest extent permitted by law, the Client shall indemnify, defend and hold harmless the Consultant for any loss or damage arising out of the unauthorized use of such documents. 13. No claim may be asserted by either party against the other party unless an action on the claim is commenced within two (2) years after the date of the Consultant's final invoice to the Client. 14. If a Client's Purchase Order form or acknowledgment or similar form is issued to identify the agreement, authorize work, open accounts for invoicing, provide notices, or document change orders, the preprinted terms and condition of said Purchase Order shall be superseded by the terms hereof. 15. Standard of Care — Services performed by Consultant under this agreement will be conducted in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. No other representation expressed or implied, and no warranty or guarantee is included or intended in any report, opinion or document under this agreement. 16. Liability Insurance — Consultant will maintain such liability insurance as is appropriate for the professional services rendered as described in this Agreement. Consultant shall provide Certificates of Insurance to Client, upon Client's request, in writing. 17. Indemnification and Limitation of Liability — Client and Consultant each agree to indemnify and hold the other harmless, including their respective officers, employees, agents, members, and representatives, from and against liability for all claims, costs, losses, damages and expense, including reasonable attorney's fees, to the extent such claims, losses, damages or expenses are caused by the indemnifying party's acts, errors or omissions. The Client understands that for the compensation herein provided Consultant cannot expose itself to liabilities disproportionate to the nature and scope hereunder. Therefore, the Client agrees to limit Consultant's liability to the Client arising from Consultant's professional acts, errors or omissions, such that the total aggregate liability of Consultant shall not exceed $50,000 or Consultant's total fee for services rendered on this Project, whichever is less. 18. Allocation of Risk — Consultant and Client acknowledge that, prior to the start of this Agreement, Consultant has not generated, handled, stored, treated, transported, disposed of, or in any way whatsoever taken responsibility for any toxic substance or other material found, identified, or as yet unknown at the Project premises. Consultant and Client further acknowledge and understand that the evaluation, management, and other actions involving toxic or hazardous substances that may be undertaken as part of the Services to be performed by Consultant, including subsurface excavation or sampling, entails uncertainty and risk of injury or damage. Consultant and Client further acknowledge and understand that Consultant has not been retained to serve as an insurer of the safety of the Project to the Client, third parties, or the public. Client acknowledges that the discovery of certain conditions and/or taking of preventative measures relative to these conditions may result in a reduction of the property's value. Accordingly, Client waives any claim against Consultant and agrees to indemnify, defend, and hold harmless Consultant and its subcontractors, consultants, agents, officers, directors, and employees from any claim or liability for injury or loss allegedly arising from procedures associated with environmental site assessment (ESA) activities or the discovery of actual or suspected hazardous materials or conditions. Client releases Consultant from any claim for damages resulting from or arising out of any pre-existing environmental conditions at the site where the work is being performed which was not directly or indirectly caused by and did not result from, in whole or in part, any act or omission of Consultant or subcontractor, their representatives, agents, employees, and invitees. If, while performing the Services set forth in any Scope of Services, pollutants are discovered that pose unanticipated or extraordinary risks, it is hereby agreed that the Scope of Services, schedule, and costs will be reconsidered and that this Agreement shall immediately become subject to renegotiation or termination. Client further agrees that such discovery of unanticipated hazardous risks may require Consultant to take immediate measures to protect health and safety or report such discovery as may be required by law or regulation. Consultant shall promptly notify Client upon discovery of such risks. Client, however, hereby authorizes Consultant to take all measures Consultant believes necessary to protect Consultant and Client personnel and the public. Furthermore, Client agrees to compensate Consultant for any additional costs associated with such measures. 19. In the event of legal action to construe or enforce the provisions of this agreement, the prevailing party shall be entitled to collect reasonable attorney fees, court costs and related expenses from the losing party and the court having jurisdiction of the dispute shall be authorized to determine the amount of such fees, costs and expenses and enter judgment thereof. 20. Assignment - Neither party to this Agreement shall, without the prior written consent of the other party, which shall not be unreasonably withheld, assign the benefit or in any way transfer its obligations under this Agreement or any part hereof; provided, however, either Party may freely assign this Agreement to a parent, subsidiary or affiliate without the other party's consent. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and except as otherwise provided herein, upon their executors, administrators, successors, and assigns. 21. Termination —The obligation to provide further services under this Agreement may be terminated by either party upon seven (7) days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. In the event of any termination, Consultant will be paid for all services rendered to the date of receipt of written notice of termination, at Consultant's established chargeout rates, plus for all Reimbursable Expenses including a 15% markup. 22. Provision Severable —The unenforceability or invalidity of any provisions hereof shall not render any other provisions herein contained unenforceable or invalid. 23. Governing Law and Choice of Venue — Client and Consultant agree that this Agreement will be governed by, construed, and enforced in accordance with the laws of the State of Iowa. If there is a lawsuit, Client and Consultant agree that the dispute shall be submitted to the jurisdiction of the Iowa District Court in and for Delaware County, Iowa. Version 2.0 March 2024 Page 2 of 2 Page 550 of 551 OUR SILL ITE 134723 moo oft£ rile FAD PAR