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HomeMy WebLinkAbout2022-09-06 H02 TIC Properties Development Agreement_PHAGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: September 6, 2022 AGENDA ITEM:Public Hearing on a proposal to enter into a Development Agreement with TIC Properties, LLC FORMAT:Public Hearing SYNOPSIS INCLUDING PRO & CON: TIC Properties, LLC is proposing to develop approximately 7.5 acres on the northwest corner of west of Grand Prairie Parkway and SE Tallgrass Lane. The proposed development consists of a 60,000 SF multi-specialty medical clinic and surgery center and public improvements. Public improvements include the design and construction of a road anticipated to be dedicated to the City as public infrastructure. The agreement would allow for up to Eight (8) annual consecutive payments at 80% of the tax increment capped at $1,668,467. Per the agreement, the developer will create and maintain thirty (30) full- time equivalent jobs for the operations of the development property. FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: Developer’s estimated cost of Public Improvements - $1,668,467 COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: Staff believes the proposed Development Agreement is consistent with City’s policy for offering incentives under the approved Incentive Policy. Additionally, the proposed development will expand resident options and access to healthcare while increasing commercial growth in Kettlestone and the City of Waukee. RECOMMENDATION: Hold the Public Hearing ATTACHMENTS: I. Proposed Development Agreement PREPARED BY: Jennifer Brown, Director of Economic Development REVIEWED BY: PUBLIC NOTICE INFORMATION – NAME OF PUBLICATION: Dallas County News DATE OF PUBLICATION: August 15, 2022 H2 Execution Version AGREEMENT FOR PRIVATE DEVELOPMENT by and between CITY OF WAUKEE, IOWA AND TIC PROPERTIES, LLC _________________, 2022 2 Execution Version AGREEMENT FOR PRIVATE DEVELOPMENT THIS AGREEMENT FOR PRIVATE DEVELOPMENT (“Agreement”), is made on or as of the ____ day of ___________, 20___, by and between the CITY OF WAUKEE, IOWA, a municipality (“City”), established pursuant to the Code of Iowa of the State of Iowa and acting under the authorization of Chapters 15A and 403 of the Code of Iowa, 2021, as amended (“Urban Renewal Act”) and TIC PROPERTIES, LLC, an Iowa limited liability company having an office for the transaction of business at 5950 University Avenue Suite 321, West Des Moines, 50266 (“Developer”). WITNESSETH: WHEREAS, in furtherance of the objectives of the Urban Renewal Act, the City has undertaken a program for the development of an economic development area in the City and , in this connection, is engaged in carrying out urban renewal project activities in an area known as the Waukee Consolidated Urban Renewal Area (the "Urban Renewal Area"), which is described in the Urban Renewal Plan originally approved for such area by Resolution No. 19-402, adopted November 4, 2019, and subsequently amended; and WHEREAS, a copy of the foregoing Urban Renewal Plan, as amended, has been or will be recorded among the land records in the office of the Recorder of Dallas County, Iowa; and WHEREAS, Developer is the owner of certain real property located in the Urban Renewal Area, described as parcels 21-120 and 21-121, said property being more particularly described in Exhibit A attached hereto and made a part hereof; and WHEREAS, Lolowau, LLC (“Lolowau”) is the owner of certain real property located in the Urban Renewal Area, described as Parcel 21-122, said property being more particularly described in Exhibit A attached hereto and made a part hereof, subject to a certain Declarat ion Regarding Public Street dated February 21, 2022, and recorded February 22, 2022, in Book 2022, Page 3847, as corrected on February 25, 2022, in Book 2022, Page 4097 (the “Public Street Declaration”); and WHEREAS, all of the Property described as Parcels 21-120, 21-121, and 21-122, said property being more particularly described in Exhibit A attached hereto and made a part hereof, is hereinafter referred to as the “Development Property”; and WHEREAS, Developer intends to cause certain improvements to b e constructed on the Development Property (the “Minimum Improvements”), and Developer will thereafter cause the Minimum Improvements to be operated in accordance with this Agreement, including the employment of employees therein (which obligations collectively are referred to herein as the “Project”); and WHEREAS, the City is willing to provide certain incentives to Developer in consideration for Developer’s obligations all pursuant to the terms and conditions of this Agreement; and WHEREAS, the City believes that the development of the Development Property pursuant to this Agreement and the fulfillment generally of this Agreement are in the vital and best interests of the City 3 Execution Version and in accord with the public purposes and provisions of the applicable State and local laws and requirements under which the foregoing project has been undertaken and is being assisted. NOW, THEREFORE, in consideration of the promises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: ARTICLE I. DEFINITIONS Section 1.1. Definitions. In addition to other definitions set forth in this Agreement, all capitalized terms used and not otherwise defined herein shall have the following meanings unless a different meaning clearly appears from the context: Agreement means this Agreement for Private Development and all exhibits and appendices hereto, as the same may be from time to time modified, amended, or supplemented. Approved Costs means the costs and expenses related to the design and construction of the Public Improvements, and landscaping, grading, drainage, engineering, plans, and specifications related to the Public Improvements, together with a construction management fee not to exceed 7% of the other costs, as more particularly described herein and within the right-of-way to be dedicated to the City. Assessor means the Dallas County, Iowa Assessor. Certificate of Completion means a certification in the form of the certificate attached hereto as Exhibit D and hereby made a part of this Agreement. City means the City of Waukee, Iowa, or any successor to its functions. Code means the Code of Iowa, 2021, as amended. Commencement Date means the date of this Agreement. Construction Plans means the plans, specifications, drawings, and related documents reflecting the construction work on the Minimum Improvements to be performed by the Developer on the Development Property; the Construction Plans shall be as detailed as the plans, specifications, drawings, and related documents which are submitted to the building inspector of the City as required by applicable City codes. Developer means TIC Properties, LLC, and its permitted successors and assigns. Development Property means that portion of the Urban Renewal Area described in Exhibit A. At such time as the Public Improvements Development Property is conveyed to the City of Waukee, any references to the Development Property in this Agreement shall exclude the Public Improvements Development Property. Economic Development Grants means the payments to be made by the City to Developer under Article VIII of this Agreement. Event of Default means any of the events described in Section 10.1 of this Agreement. 4 Execution Version First Mortgage means any Mortgage granted to secure any loan made pursuant to either a mortgage commitment obtained by Developer from a commercial lender or other financial institution to fund any portion of the construction costs and initial operating capital requirements of the Minimum Improvements or all such Mortgages as appropriate. Full-Time Equivalent Job means the employment of one natural person: 1. For 8 hours per day for a 5-day, 40-hour workweek for 52 weeks per year, including paid holidays, vacations and other paid leave; or 2. The number of hours or days per week, including paid holidays, vacations and other paid leave, currently established by schedule, custom, or otherwise, as constituting a week of full-time work for the kind of service an individual performs for an employing unit, provided that the number of hours per week is at least 32 hours per week for 52 weeks per year including paid holidays, vacations, and other paid leave. Minimum Improvements means the Office Building to be constructed on the Development Property and the Public Improvements, as more particularly described in Exhibit B. Mortgage means any mortgage or security agreement in which Developer has granted a mortgage or other security interest in the Development Property, or any portion or parcel thereof, or any improvements constructed thereon. Net Proceeds means any proceeds paid by an insurer to Developer under a policy or policies of insurance required to be provided and maintained by Developer, pursuant to Article V of this Agreement and remaining after deducting all expenses (including fees and disbursements of counsel) incurred in the collection of such proceeds. Office Building means a new 60,000 square foot medical office building to be constructed on the Development Property. Ordinance means the ordinance(s) of the City under which the taxes levied on taxable property in the Development Property shall be divided and a portion paid into the Waukee Consolidated Urban Renewal Tax Increment Revenue Fund under the authority of Iowa Code Section 403.19. Project means the construction of the Minimum Improvements on the Development Property and the retention and creation of Full-Time Equivalent Jobs in operations on the Development Property as set forth in this Agreement. Public Improvements means the construction of roadway on or adjacent to the Development Property, as more particularly described in Exhibit B to this Agreement, to be constructed by Developer and dedicated to the City upon completion. Public Improvements Development Property means that portion of the Development Property designated as Parcels 21-121 and 21-122 and as more specifically described in Exhibit A. At such time as the Public Improvements Development Property is conveyed to the City of Waukee, any references to the Development Property in this Agreement shall exclude the Public Improvements Development Property. 5 Execution Version State means the State of Iowa. Tax Increments means the property tax revenues on the Development Property and Office Building divided and made available to the City for deposit in TIC Properties, LLC TIF Account of the Waukee Consolidated Urban Renewal Tax Increment Revenue Fund under the provisions of Section 403.19 of the Code, as amended, and the Ordinance. Termination Date means the date of termination of this Agreement, as established in Section 11.8 of this Agreement. TIC Properties, LLC TIF Account means a separate account within the Waukee Consolidated Urban Renewal Tax Increment Revenue Fund of the City, in which there shall be deposited Tax Increments received by the City with respect to the Development Property and Office Building. Unavoidable Delays means delays resulting from acts or occurrences outside the reasonable control of the party claiming the delay including but not limited to storms, floods, fires, explosions or other casualty losses, unusual weather conditions, strikes, boycotts, lo ckouts or other labor disputes, delays in transportation or delivery of material or equipment, litigation commenced by third parties, or the acts of any federal, State, or local governmental unit (other than the City, with respect to a City -claimed delay). Urban Renewal Plan means the Urban Renewal Plan, as may be amended from time to time, and approved with respect to the Waukee Consolidated Urban Renewal Area, described in the preambles hereof. Urban Renewal Area means the area known as the Waukee Consolidated Urban Renewal Area. Waukee Consolidated Urban Renewal Tax Increment Revenue Fund means the special fund of the City created under the authority of Section 403.19(2) of the Code and the Ordinance, which fund was created in order to pay the principal of and interest on loans, monies advanced to, or indebtedness, whether funded, refunded, assumed, or otherwise, including bonds or other obligations issued under the authority of Chapters 15A, 403, or 384 of the Code, incurred by the City to finance or refinance in whole or in part projects undertaken pursuant to the Unified Urban Renewal Plan for the Urban Renewal Area. ARTICLE II. REPRESENTATIONS AND WARRANTIES Section 2.1. Representations and Warranties of the City. The City makes the following representations and warranties: a. The City is a municipal corporation and municipality organized under the provisions of the Constitution and the laws of the State and has the power to enter into this Agreement and carry out its obligations hereunder. b. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a breach of, the terms, conditions, or provisions of any contractual restriction, evidence of indebtedness, agreement, or instrument of whatever 6 Execution Version nature to which the City is now a party or by which it is bound, nor do they constitute a default under any of the foregoing. c. All covenants, stipulations, promises, agreements, and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements, and obligations of the City only, and not of any governing body member, officer, agent, servant, or employee of the City in the individual capacity thereof. Section 2.2. Representations and Warranties of Developer. Developer makes the following representations and warranties: a. TIC Properties, LLC is an Iowa limited liability company, duly organized and validly existing under the laws of the State of Iowa and duly registered and authorized to do business in the State of Iowa, and has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement. b. This Agreement has been duly and validly authorized, executed, and delivered by Developer and, assuming due authorization, execution, and delivery by the City, is in full force and effect and is a valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, or other laws relating to or affecting creditors’ rights generally. c. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of any contractual restriction, evidence of indebtedness, agreement, or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. d. There are no actions, suits, or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Developer or which in any manner raises any questions affecting the validity of the Agreement or Developer’s ability to perform its obligations under this Agreement. e. Developer shall cause the Minimum Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. f. Developer 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 Minimum Improvements may be lawfully constructed. g. The construction of the Minimum Improvements will require a total investment of approximately $14,668,467 for construction costs. 7 Execution Version h. Developer has not received any notice from any local, State, or federal official that the activities of Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the City has previously been notified in writing). Developer is not currently aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State, or federal environmental law, regulation, or review procedure applicable to the Development Property, and Developer is not currently aware of any violation of any local, State, or federal environmental law, regulation, or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. i. Developer has firm commitments for construction or acquisition and permanent financing in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements in accordance with the terms of this Agreement. j. Developer 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 of the Minimum Improvements and operation of its business on the Development Property. k. Subject to Unavoidable Delays, the Developer will complete construction of the Public Improvements by May 31, 2024 and the Office Building by July 31, 2024. l. Developer would not undertake its obligations under this Agreement without the payment by the City of the Economic Development Grants being made to Developer pursuant to this Agreement. m. Developer will not seek to change the current land assessment category, or the zoning classification, of the Development Property or the Office Building during the term of this Agreement. n. Following construction of the Minimum Improvements, Developer will operate its business on the Development Property until at least the Termination Date of this Agreement. ARTICLE III. CONSTRUCTION Section 3.1. Construction of Minimum Improvements; Construction Plans. a. Developer agrees that it will cause the Minimum Improvements to be constructed on the Development Property in accordance with the terms of this Agreement and in conformance with the Construction Plans submitted to the City in accordance with Section 3.1(b). Developer agrees that the scope and scale of the Minimum Improvements to be constructed shall not be significantly less than the scope and scale of the Minimum Improvements as outlined in this Agreement and as set forth in the Construction Plans, and shall require a total investment of approximately $14,668,467 for construction costs. b. All work with respect to the Minimum Improvements shall be in conformity with the Construction Plans approved by the building official or any amendments thereto as may be approved by the building official. Developer agrees that it shall permit designated representatives of the City, upon reasonable notice (which does not have to be written), to enter upon the Development Property during the construction of the Minimum Improvements to inspect such construction and the progress thereof. 8 Execution Version Section 3.2. Commencement and Completion of Construction. Subject to Unavoidable Delays, Developer shall cause construction of the Minimum Improvements to be undertaken and completed: (i) by no later than May 31, 2024 for the Public Improvements and July 31, 2024 for the Office Building; or (ii) by such other dates as the parties shall mutually agree upon in writing. Time lost as a result of Unavoidable Delays shall be added to extend this date by a number of days equal to the number of days lost as a result of Unavoidable Delays. Section 3.3. Certificate of Completion. Upon written request of Developer after completion of the Minimum Improvements, the City will inspect the Minimum Improvements and, if the Minimum Improvements have been completed in accordance with this Agreement, then the City will furnish Developer with a Certificate of Completion in recordable form, in substantially the form set forth in Exhibit D attached hereto. Such Certificate of Completion shall be a conclusive determination of satisfactory termination of the covenants and conditions of this Agreement with respect to the obligations of Developer to cause construction of the Minimum Improvements. The Certificate of Completion may be recorded in the proper office for the recordation of deeds and other instruments pertaining to the Development Property at Developer’s sole expense. If the City shall refuse or fail to provide a Certificate of Completion in accordance with the provisions of this Section 3.3, the City shall, within twenty (20) days after written request by Developer provide a written statement indicating in adequate detail in what respects Developer has failed to complete the Minimum Improvements in accordance with the provisions of this Agreement, or is otherwise in default under the terms of this Agreement, and what measures or acts it will be necessary, in the opinion of the City, for Developer to take or perform in order to obtain such Certificate of Completion. Issuance by the City of the Certificate of Completion pursuant to this Section 3.3 is solely for the purposes of this Agreement and shall not constitute approval for any other City purpose nor shall it subject the City to any liability for the Development Property or the Minimum Improvements as constructed. Section 3.4. Dedication of Public Improvements. Upon notice of completion of the Public Improvements, the City shall inspect the Public Improvements and determine whether they have been completed in accordance with this Agreement. If the City finds that the Public Improvements have been duly completed in compliance with this Agreement and all City ordinances, policies, and procedures, the bonds required by Section 3.6 have been provided, and the City approves the Public Improvements, the Developer shall dedicate (and give notice to Lolowau to dedicate, as provided in the Public Street Declaration) the Public Improvements and the Public Improvements Development Property to the City and the City shall accept said dedication, at no cost to the City. If the City determines that the Public Improvements are not acceptable, it shall notify the Developer in the same manner as refusal to provide a Certificate of Completion as described in Section 3.3. Section 3.5. No Special Legal Entitlements to Public Improvements. Developer recognizes and agrees that upon dedication to the City the Public Improvements shall be owned and maintained by the City and that nothing in this Agreement grants Developer any special legal entitlements or other rights not held by members of the general public with respect to ownership, maintenance, or use of the Public Improvements. The Parties agree that the City and other Indemnified Parties are not responsible for and will have no liability to Developer associated with the specifications, design, plans, quality of construction, or sufficiency of the Public Improvements for any particular purpose. 9 Execution Version Section 3.6. Bonding Requirements. Developer shall obtain, or require each of its general contractors to obtain, one or more bonds that guarantee the faithful performance of this Agreement for, in the aggregate, the anticipated full value of the completed Public Improvements and that further guarantee the prompt payment of all materials and labor. The performance bond(s) for a given Project of the Public Improvements shall remain in effect until construction of such Public Improvements is completed, at which time a four-year maintenance bond shall be substituted for each performance bond. The bonds shall clearly specify the Developer and City as joint obligees. The Developer shall also comply with all City requirements for the construction of the Public Improvements. ARTICLE IV. PROPERTY TAXES Section 4.1. Real Property Taxes. Developer, or its successors, shall pay or cause to be paid, when due, all real property taxes and assessments payable with respect to all and any parts of the Development Property and Office Building. Until Developer’s obligations have been assumed by any other person or legal title to the property is vested in another person, all pursuant to the provisions of this Agreement, Developer shall be solely responsible for all assessments and taxes on the Developm ent Property. Developer, and its permitted successors and assigns, agree that prior to the Termination Date: a. They will not seek administrative review or judicial review of the applicability or constitutionality of any tax statute relating to the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Development Property or Office Building, or raise the inapplicability or constitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; and b. They will not seek any tax exemption, deferral, or abatement either presently or prospectively authorized under any State, federal, or local law with respect to taxation of real property contained on the Development Property between the date of execution of this Agreement and the Termination Date. Nothing in this Section 4.1 shall prohibit Developer from appealing the County Assessor’s valuation of the Development Property during the term of the Agreement. ARTICLE V. INSURANCE Section 5.1. Insurance Requirements. a. Developer will provide and maintain or cause to be maintained at all times during the process of constructing the Minimum Improvements (and, from time to time at the request of the City, furnish the City with proof of payment of premiums on): i. Builder’s risk insurance, written on the so-called “Builder’s Risk–Completed Value Basis,” in an amount equal to one hundred percent (100%) of the insurable value of the Minimum Improvements at the date of completion, and with coverage available in non-reporting form on the so- called “all risk” form of policy. 10 Execution Version ii. Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations, and contractual liability insurance) with limits against bodily injury and property damage of at least $1,000,000 for each occurrence. The City shall be named as an additional insured for the City’s liability or loss arising out of or in any way associated with the project and arising out of any act, error, or omission of Developer, its directors, officers, shareholders, contractors, and subcontractors or anyone else for whose acts the City may be held responsible (with coverage to the City at least as broad as that which is provided to Developer and not lessened or avoided by endorsement). The policy shall contain a “severability of interests” clause and provide primary insurance over any other insurance maintained by the City. iii. Workers’ compensation insurance with at least statutory coverage. b. Upon completion of construction of the Office Building and at all times prior to the Termination Date, Developer shall maintain or cause to be maintained, at its cost and expense (and from time to time at the request of the City shall furnish proof of the payment of premiums on), insurance as follows: i. Insurance against loss and/or damage to the Office Building under a policy of policies covering such risks as are ordinarily insured against by similar businesses, including (without limiting the generality of the foregoing) fire, extended coverage, vandalism and malicious mischief, explosion, water damage, demolition cost, debris removal, and collapse in an amount not less than the full insurable replacement value of the Office Building, but any such policy may have a deductible amount of not more than $50,000 or self-insurance up to but not more than $1,000,000. No policy of insurance shall be so written that the proceeds thereof will produce less than the minimum coverage required by the preceding sentence, by reason of co-insurance provisions or otherwise, without the prior consent thereto in writing by the City. The term “full insurable replacement value” shall mean the actual replacement cost of the Office Building (excluding foundation and excavation costs and costs of underground flues, pipes, drains, and other uninsurable items) and equipment, and shall be determined from time to time at the request of the City, but not more frequently than once every three (3) years, by an insurance consultant or insurer selected and paid for by Developer and approved by the City. ii. Comprehensive general public liability insurance, including personal injury liability for injuries to persons and/or property, including any injuries resulting from the operation of automobiles or other motorized vehicles on or about the Development Property, in the minimum amount of each occurrence and for each year of $1,000,000. iii. Such other insurance, including workers’ compensation insurance respecting all employees of Developer on the Development Property, in such amount as is customarily carried by like organizations engaged in like activities of comparable size and liability exposure; provided that Developer may be self-insured with respect to all or any part of its liability for workers’ compensation. c. All insurance required by this Article V to be provided prior to the Termination Date shall be taken out and maintained in responsible insurance companies selected by Developer which is authorized under the laws of the State to assume the risks covered thereby. Developer will deposit annually with the City copies of policies evidencing all such insurance, or a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Article V, each policy shall contain a provision that the insurer shall not cancel or modify it without giving written notice to Developer and the City at least thirty (30) days before the cancellation or modification 11 Execution Version becomes effective. Not less than fifteen (15) days prior to the expiration of any policy, Developer shall furnish the City evidence satisfactory to the City that the policy has been renewed or replaced by another policy conforming to the provisions of this Article V, or that there is no necessity therefor under the terms hereof. In lieu of separate policies, Developer may maintain a single policy, or blanket or umbrella policies, or a combination thereof, which provide the total coverage required herein, in which event Developer shall deposit with the City a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Office Building. d. Developer agrees to notify the City immediately in the case of damage exceeding $100,000 in amount to, or destruction of, the Office Building or any portion thereof resulting from fire or other casualty. Net Proceeds of any such insurance shall be paid directly to Developer will forthwith repair, reconstruct, and restore the Office Building to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction, and restoration, Developer will apply the Net Proceeds to any insurance relating to such damage received by Developer to the payment or reimbursement of the costs thereof. e. Developer shall complete the repair, reconstruction, and restoration of the Office Building, whether or not the Net Proceeds of insurance received by Developer for such purposes are sufficient. ARTICLE VI. FURTHER COVENANTS OF DEVELOPER Section 6.1. Maintenance of Properties. Developer will maintain, preserve, and keep its properties within the City (whether owned in fee or a leasehold interest), including but not limited to the Development Property and Office Building, 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. Section 6.2. Maintenance of Records. Developer will keep at all times proper books of record and account in which full, true, and correct entries will be made of all dealings and transactions of or in relation to its business and affairs relating to this Project in accordance with generally accepted accounting principles, consistently applied throughout the period involved, and will provide reasonable protection against loss or damage to such books of record and account. Section 6.3. Compliance with Laws. Developer will comply with all State, federal, and local laws, rules, and regulations relating to the Development Property, Minimum Improvements, and the Project. Section 6.4. Non-Discrimination. In the construction and operation of the Minimum Improvements, Developer shall not discriminate against any applicant, employee, or customer because of age, color, creed, national origin, race, religion, marital status, sex, physical disability, or familial status. Developer shall ensure that applicants, employees, and customers are considered and are treated without regard to their age, color, creed, national origin, race, religion, marital status, sex, physical disability, or familial status. Section 6.5. Available Information. Upon request, Developer shall promptly provide the City with copies of information requested by City that are related to this Agreement or the Project so that City can determine compliance with this Agreement. 12 Execution Version Section 6.6. Employment Obligations. Following completion of the Minimum Improvements, but by no later than December 31, 2025, Developer shall cause at least 30 Full-Time Equivalent Jobs to be created and maintained in the operations on the Development Property. From December 31, 2025 until at least the Termination Date of this Agreement, the Developer shall cause (i) continuous operation of the medical clinic business on the Development Property; and (ii) employment of a Monthly Average of at least 30 Full-Time Equivalent Jobs in the operations on the Development Property. For the purposes of this Agreement, “Monthly Average” means the average number of Full-Time Equivalent Jobs employed in the operations on the Development Property as of October 1 of each year and as of the first day of each of the preceding eleven (11) months, as shown in the Annual Certification submitted pursuant to Section 6.7. Developer shall provide information as requested by the City to determine compliance with the foregoing employment obligations. For purposes of this Agreement, should the existing clinic in Waukee owned by or affiliated with Developer close, jobs relocated from that location to the Development Property shall not count toward the 30 jobs required to be created under this Agreement. Section 6.7. Developer Annual Certification. To assist the City in monitoring this Agreement and the performance of Developer hereunder, a duly authorized officer of Developer shall annually provide to the City: (i) proof that all ad valorem taxes on the Development Property and Office Building have been timely paid for the prior fiscal year (and for the current year, if due); (ii) the date of the first full assessment after completion of the Office Building; (iii) the total number of Full-Time Equivalent Jobs employed in the operations at the Office Building as of each October 1 and the first day of each of the preceding eleven (11) months (9 months for the first certification); and (iv) certification that such officer has re-examined the terms and provisions of this Agreement and that at the date of such certificate, and during the preceding twelve (12) months, Developer is not, or was not, in default in the fulfillment of any of the terms and conditions of this Agreement and that no Event of Default (or event which, with the lapse of time or the giving of notice, or both, would become an Event of Default) is occurring or has occurred as of the date of such certificate or during such period, or if the signer is aware of any such default, event or Event of Default, said officer shall disclose in such statement the nature thereof, its period of existence and what action, if any, has been taken or is proposed to be taken with respect thereto. Such statement, proof and certificate shall be provided not later than October 15 of each year, commencing October 15, 2026 and ending on October 15, 2033, both dates inclusive. Developer shall provide supporting information for the Annual Certifications upon request of the City. See Exhibit E for form required for the Annual Certification. Section 6.8. Developer’s Certification of Approved Costs. Developer shall certify to the City (the “Developer Certification”) the amount of all Approved Costs submitted for reimbursement as Economic Development Grants to be paid to the Developer and shall certify that such amounts are true and correct. See Exhibit F for the form of Developer Certification. Such Developer Certification shall be provided not later than October 15, 2024. Along with its Developer Certification, Developer shall attach documentation showing substantiation of Approved Costs as provided in Section 8.1(a)(iv) of this Agreement. Developer shall provide additional supporting information for its Developer Certification upon request of the City. The City reserves the right to reject any submitted costs which do not qualify as Approved Costs or are not sufficiently substantiated. Section 6.9. Term of Operation. Developer shall cause operations to be maintained at the Office Building on the Development Property, including the employee obligations in Section 6.6, until the Termination Date of this Agreement. 13 Execution Version Section 6.10. Developer Completion Guarantee. By signing this Agreement, Developer hereby guarantees to the City performance by Developer of all the terms and provisions of this Agreement pertaining to Developer’s obligations with respect to the construction of the Minimum Improvements. Without limiting the generality of the foregoing, Developer guarantees that: (a) construction of the Minimum Improvements shall commence and be completed within the time limits set forth herein; (b) the Minimum Improvements shall be constructed and completed in accordance with the terms of this Agreement and the Construction Plans; (c) the Minimum Improvements shall be constructed and completed free and clear of any mechanic’s liens, materialman’s liens and equitable liens; and (d) all costs of constructing the Minimum Improvements shall be paid when due. ARTICLE VII. PROHIBITION AGAINST ASSIGNMENT AND TRANSFER Section 7.1. Status of Developer; Transfer of Substantially All Assets; Assignment. a. As security for the obligations of Developer under this Agreement, Developer represents and agrees that, prior to the Termination Date, Developer will maintain existence as a company and will not wind up or otherwise dispose of all or substantially all of its assets or transfer, convey, or assign its interest in the Development Property, Office Building, or this Agreement to any other party unless: (i) the transferee partnership, corporation, limited liability company, or individual assumes in writing all of the obligations of Developer under this Agreement; and (ii) the City consents thereto in writing in advance thereof, which consent shall be given or withheld in the sole discretion of the City. b. In the event that Developer wishes to assign this Agreement, Developer, and the transferee individual or entity shall request that the City consent to an amendment or assignment of this Agreement to accommodate the transfer and to provide for the assumption of all Developer’s obligations, as applicable, under this Agreement. Such transfer shall not be effective unless and until the City consents in writing to an amendment or assignment of this Agreement authorizing the transfer, which consent shall be given or withheld in the sole discretion of the City. c. Notwithstanding the foregoing, upon completion of the Minimum Improvements, Developer may lease the Development Property and Office Building to a subsidiary, affiliate, successor, or entity otherwise related to the Developer for the purpose of the Office Building being operated as a medical clinic without the City’s consent. Section 7.2. Prohibition Against Use as Non-Taxable or Centrally Assessed Property. During the term of this Agreement, the Developer, and its successors or assigns, agree that, except for the Public Improvements Development Property, the Development Property cannot be transferred or sold to a non- profit entity or used for a purpose that would exempt the Development Property or Office Building from property tax liability. Nor can the Development Property or Office Building be used as centrally assessed property (including but not limited to, Iowa Code § 428.24 to 428.29 (Public Utility Plants and Related Personal Property); Chapter 433 (Telegraph and Telephone Company Property); Chapt er 434 (Railway Property); Chapter 437 (Electric Transmission Lines); Chapter 437A (Property Used in the Production, Generation, Transmission or Delivery of Electricity or Natural Gas); and Chapter 438 (Pipeline Property)). ARTICLE VIII. ECONOMIC DEVELOPMENT GRANTS Section 8.1. Economic Development Grants. 14 Execution Version a. Payment of Economic Development Grants. For and in consideration of the obligations being assumed by Developer hereunder, and in furtherance of the goals and objectives the Urban Renewal Plan for the Urban Renewal Area and the Urban Renewal Act, the City agrees, subject to the Developer being and remaining in compliance with this Agreement at the time of each payment, and subject to the terms and conditions of this Article VIII, to make up to eight (8) consecutive annual payments of Economic Development Grants to the Developer under the following terms and conditions. i. Schedule of Grants. Assuming completion of the Office Building in July 2024 and first full assessment of the Office Building on January 1, 2025, timely certification of the Approved Costs by Developer, and the City’s debt certification to the County Auditor prior to December 1, 2025, the Economic Development Grants shall commence on June 1, 2027, and end on June 1, 2034, pursuant to Section 403.19 of the Urban Renewal Act under the following formula and schedule: June 1, 2027 80% of Tax Increments for Fiscal Year 26-27 June 1, 2028 80% of Tax Increments for Fiscal Year 27-28 June 1, 2029 80% of Tax Increments for Fiscal Year 28-29 June 1, 2030 80% of Tax Increments for Fiscal Year 29-30 June 1, 2031 80% of Tax Increments for Fiscal Year 30-31 June 1, 2032 80% of Tax Increments for Fiscal Year 31-32 June 1, 2033 80% of Tax Increments for Fiscal Year 32-33 June 1, 2034 80% of Tax Increments for Fiscal Year 33-34 ii. Maximum Amount of Grants. The aggregate amount of the Economic Development Grants that may be paid to the Developer under Section 8.1(a) of this Agreement shall be equal to the sum of the total amount of the applicable percentages of Tax Increments collected in respect of the assessments imposed on the Development Property and Office Building, but in no event shall the aggregate amount of the Economic Development Grants exceed the lesser of: (a) $1,668,467, or (b) the aggregate amount of the Approved Costs submitted to and approved by the City (consistent with the terms of Section 6.8). It is further agreed and understood that in no event shall Developer be entitled to receive more than calculated under the formula set forth in this Section 8.1(a), even if the aggregate amount is less than maximum amount stated herein or the amount of Approved Costs paid by the Developer. iii. Limitations. City and Developer acknowledge that each Economic Development Grant payment to be paid to Developer according to this Section 8.1(a) is wholly contingent upon the actual Approved Costs paid by Developer, and payment shall come solely and only from incremental taxes received by the City under Iowa Code Section 403.19 from levies upon the Development Property and Office Building. The City makes no assurance that the Developer will receive Economic Development Grants which equal the amount of the Approved Costs paid by Developer. iv. Certification of Approved Costs. The obligation of the City to make any Economic Development Grants to the Developer shall be subject to and conditioned upon, among other things, the timely filing by the Developer of the Developer Certification required under Section 6.8 hereof and the City’s approval thereof. Developer must submit accurate and sufficient do cumentation of the Approved Costs to the City as part of its Developer Certification. b. Calculation of Grants. Each annual payment shall be equal in amount to the incremental property tax revenues attributable to Development Property that are received by the City from the Dallas 15 Execution Version County Treasurer and that are equal to the above percentages of the Tax Increments collected by the City with respect to the Development Property and Office Building under the terms of the Ordinance and deposited into TIC Properties, LLC TIF Account (without regard to any averaging that may otherwise be utilized under Section 403.19 and excluding any interest that may accrue thereon prior to payment to Developer) during the preceding twelve-month period in respect of the Development Property, but subject to limitation and adjustment as provided in this Article (such payments being referred to collectively as the “Economic Development Grants”). Section 8.2. Conditions Precedent. Notwithstanding the provisions of Section 8.1 above, the obligation of the City to make an Economic Development Grant in any year shall be subject to and conditioned upon the following: a. Developer’s compliance with the terms of this Agreement at the time of payment; and b. Developer’s construction of the Minimum Improvements consistent with the terms of this Agreement; and c. Dedication of the Public Improvements and Public Improvements Development Property to the City consistent with Section 3.4; and d. Developer’s timely filing of the Annual Certifications, as set forth in Section 6.7; and e. Developer’s timely filing of the Developer Certification as set forth in Sections 6.8 and 8.1(a)(iv). Under no circumstances shall the failure by Developer to qualify for an Economic Development Grant in any year serve to extend the term of this Agreement beyond the Termination Date or the years during which Economic Development Grants may be awarded to Developer or the total amount thereof, it being the intent of parties hereto to provide Developer with an opportunity to receive Economic Development Grants only if Developer fully complies with the provisions hereof and the Developer becomes entitled thereto, up to the maximum aggregate amounts set forth in Section 8.1(a)(ii). After the Office Building is first fully assessed and if in compliance with this Agreement, if the Developer’s Annual Certification is timely filed under Section 6.7 and the Developer Certification is timely filed under Section 6.8, the City shall certify to Dallas County, Iowa (the “County”) prior to December 1 of that year its request for the available Tax Increments resulting from the assessments imposed by the County as of January 1 of that year, to be collected by the County and paid to the City as taxes are paid during the following fiscal year and a percentage of which shall thereafter be disbursed to Developer on the following June 1 provided Developer is in compliance with this Agreement at the time of payment. (Example: Assuming completion of the Office Building in 2024 and first full assessment on January 1, 2025, if Developer timely certifies the amount of Approved Costs, and the City certifies to the County by December 1, 2025, the first Economic Development Grant would be paid to Developer on June 1, 2027 (for 80% of the Tax Increment for Fiscal Year 2026-2027)). Compliance with the terms and conditions of this Agreement at the time of payment is a condition precedent to receiving an Economic Development Grant. Section 8.3. Source of Grant Funds Limited. 16 Execution Version a. The Economic Development Grants shall be payable from and secured solely and only by amounts of incremental property tax revenues attributable to the Development Property and Office Building that are received by the City from the Dallas County Treasurer and that are deposited and held in TIC Properties, LLC TIF Account of the Waukee Consolidated Urban Renewal Tax Increment Revenue Fund of the City. The City hereby covenants and agrees to maintain the Ordinance covering the Development Property in force during the term hereof and to apply the appropriate percentage of Tax Increments collected in respect of the Development Property and Office Building, and allocated to TIC Properties, LLC TIF Account, to pay the Economic Development Grants, as and to the extent set forth in this Article. The Economic Development Grants shall not be payable in any manner by other tax increment revenues or by general taxation or from any other City funds. Any commercial and industrial property tax replacement monies that may be received under Chapter 441.21A of the Code shall not be included in the calculation to determine the amount of Economic Development Grants for which Developer is eligible, and any monies received back under Chapter 426C of the Code relating to the Business Property Tax Credit shall not be included in the calculation to determine the amount of Economic Development Grants for which Developer is eligible. b. Each Economic Development Grant is subject to annual appropriation by the City Council of the City. The right of non-appropriation reserved to the City in this Section is intended by the parties, and shall be construed at all times, so as to ensure that the City’s obligation to make future Economic Development Grants shall not constitute a legal indebtedness of the City within the meaning of any applicable constitutional or statutory debt limitation prior to the adoption of a budget which appropriates funds for the payment of that installment or amount. In the event that any of the provisions of this Agreement are determined by a court of competent jurisdiction to create, or result in the creation of, such a legal indebtedness of the City, the enforcement of the said provision shall be suspended, and the Agreement shall at all times be construed and applied in such a manner as will preserve the foregoing intent of the parties, and no Event of Default by the City shall be deemed to hav e 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. c. Notwithstanding the provisions of Section 8.1 hereof, the City shall have no obligation to make an Economic Development Grant to Developer if at any time during the term hereof the City fails to appropriate funds for payment; the City receives an opinion from its legal counsel to the effect that the use of Tax Increments resulting from the Office Building to fund an Economic Development Grant to Developer, as contemplated under said Section 8.1, is not authorized or is not an otherwise appropriate urban renewal activity permitted to be undertaken by the 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 the City’s ability to collect Tax Increment from the Office Building and Development Property is precluded or terminated by legislative changes to Iowa Code Chapter 403. Upon occurrence of any of the foregoing circumstances, the City shall promptly forward notice of the same to Developer. If the circumstances continue for a period during which two (2) annual Economic Development Grants would otherwise have been paid to Developer under the terms of Section 8.1, the City may terminate this Agreement, without penalty or other liability to the City, by written notice to Developer. Section 8.4. Use of Other Tax Increments. The City shall be free to use any and all Tax Increments above and beyond the percentages to be given to Developer in this Agreement, or any available Tax Increments resulting from the suspension or termination of the Economic Development Grants, for any 17 Execution Version purpose for which the Tax Increments may lawfully be used pursuant to the provisions of the Urban Renewal Act (including an allocation of all or any portion thereof to the reduction of any eligible City costs), and the City shall have no obligations to Developer with respect to the use thereof. ARTICLE IX. INDEMNIFICATION Section 9.1. Release and Indemnification Covenants. a. Developer releases the City and the governing body members, officers, agents, servants, and employees thereof (hereinafter, for purposes of this Article IX, the “Indemnified Parties”) from, covenants and agrees that the Indemnified Parties shall not be liable for, and agrees to indemnify, defend, and hold harmless the Indemnified Parties against, any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Office Building or Development Property. b. Except for any willful misrepresentation or any willful or wanton misconduct, gross negligence, or any unlawful act of the Indemnified Parties, Developer agrees to protect and defend the Indemnified Parties, now or forever, and further agrees to hold the Indemnified Parties harmless from any claim, demand, suit, action, or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from: (i) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand, or other proceeding brought by Developer against the City to enforce its rights under this Agreement); (ii) the acquisition and condition of the Development Property and the construction, installation, ownership, and operation of the Office Building; or (iii) any hazardous substance or environmental contamination located in or on the Development Property. c. The Indemnified Parties shall not be liable for any damage or injury to the persons or property of Developer, or its officers, agents, servants, or employees or any other person who may be about the Minimum Improvements or Development Property due to any act of negligence of any person, other than any act of negligence on the part of any such Indemnified Party or its officers, agents, servants, or employees. d. All covenants, stipulations, promises, agreements, and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements, and obligations of the City, and not of any governing body member, officer, agent, servant, or employee of the City in the individual capacity thereof. e. The provisions of this Article IX shall survive the termination of this Agreement. ARTICLE X. REMEDIES Section 10.1. Events of Default Defined. The following shall be “Events of Default” under this Agreement and the term “Event of Default” shall mean, whenever it is used in this Agreement, any one or more of the following events during the term of this Agreement: a. Failure by Developer to cause the Minimum Improvements to be constructed pursuant to the terms and conditions of this Agreement; 18 Execution Version b. Transfer of any of Developer’s interests in the Development Property, Office Building, or this Agreement or the assets of Developer in violation of the provisions of this Agreement; c. Failure by Developer to timely pay ad valorem taxes on the Development Property and Office Building; d. Failure by Developer to substantially observe or perform any covenant, condition, obligation, or agreement on its part to be observed or performed under this Agreement; e. The holder of any Mortgage on the Development Property, or any improvements thereon, or any portion thereof, commences foreclosure proceedings as a result of any default under the applicable Mortgage documents; f. Developer: i. files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended, or under any similar federal or state law; or ii. makes an assignment for the benefit of its creditors; or iii. admits in writing its inability to pay its debts generally as they become due; or iv. is adjudicated as bankrupt or insolvent; or if a petition or answer proposing the adjudication of Developer 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 Developer or the Office Building, or part thereof, shall be appointed in any proceedings brought against Developer and shall not be discharged within ninety (90) days after such appointment, or if Developer shall consent to or acquiesce in such appointment; or g. Any representation or warranty made by Developer in this Agreement or in any written statement or certificate furnished by Developer 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. Section 10.2. Remedies on Default. Whenever any Event of Default referred to in Section 10.1 of this Agreement occurs and is continuing, the City may take any one or more of the following actions after giving thirty (30) days’ written notice to Developer, and the holder of the First Mortgage (but only to the extent the City has been informed in writing of the existence of a First Mortgage and been provided with the address of the holder thereof) of the Event of Default, but only if the Event of Default has not been cured to the satisfaction of the City within said thirty (30) days, or if the Event of Default cannot reasonably be cured within thirty (30) days and Developer do not provide assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible: a. The City may suspend its performance under this Agreement until it receives assurances from Developer, deemed adequate by the City, that Developer will cure the default and continue performance under this Agreement; 19 Execution Version b. The City may terminate this Agreement; c. The City may withhold the Certificate of Completion; d. The City may take any action, including legal, equitable, or administrative action, which may appear necessary or desirable to enforce performance and observance of any obligation, agreement, or covenant of Developer under this Agreement; or e. The City shall have no obligation to pay any Economic Development Grants to Developer subsequent to an Event of Default, and the City shall be entitled to recover from Developer, and Developer shall repay to the City, an amount equal to the full amount of the Economic Development Grant s previously paid to Developer, with interest thereon at the highest rate permitted by State law. The City may take any action, including any legal action it deems necessary, to recover such amount from Developer. Section 10.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the City is intended to be exclusive of any other available remedy or remedies, but each and every remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. Section 10.4. No Implied Waiver. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by any other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Section 10.5. Agreement to Pay Attorneys’ Fees and Expenses. Whenever any Event of Default occurs and the City employs attorneys or incurs other expenses for the collection of payments due or to become due or for the enforcement or performance or observance of any obligation or agreement on the part of Developer herein contained, Developer agrees that it shall, on demand therefor, pay to the City the reasonable fees of such attorneys and such other expenses as may be reasonably and appropriately incurred by the City in connection therewith. ARTICLE XI. MISCELLANEOUS Section 11.1. Conflict of Interest. Developer represents and warrants that, to the best of its knowledge and belief after due inquiry, no officer or employee of the City, or its designees or agents, nor any consultant or member of the governing body of the City, and no other public official of the City who exercises or has exercised any functions or responsibilities with respect to the Project during his or her tenure, or who is in a position to participate in a decision-making process or gain insider information with regard to the Project, has had or shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work or services to be performed in connection with the Project, or in any activity, or benefit therefrom, which is part of the Project at any time during or after such person’s tenure. 20 Execution Version Section 11.2. Notices and Demands. A notice, demand or other communication under this Agreement by any party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, and a. In the case of Developer, is addressed or delivered personally to TIC Properties, LLC at 5950 University Avenue Suite 321, West Des Moines, 50266, Attn: Ben Vallier, CEO; b. In the case of the City, is addressed to or delivered personally to the City at City of Waukee at Waukee City Hall, 230 W. Hickman Road, Waukee, Iowa 50263, Attn: City Clerk; or to such other designated individual or officer or to such other address as any party shall have furnished to the other in writing in accordance herewith. Section 11.3. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 11.4. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 11.5. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Iowa. Section 11.6. Entire Agreement. This Agreement and the exhibits hereto reflect the entire agreement among the parties regarding the subject matter hereof, and supersedes and replaces all prior agreements, negotiations or discussions, whether oral or written. This Agreement may not be amended except by a subsequent writing signed by all parties hereto. Section 11.7. Successors and Assigns. This Agreement is intended to and shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns. Section 11.8. Termination Date. This Agreement shall terminate and be of no further force or effect on and after the later of: (a) the five year anniversary date of the completion of the Minimum Improvements or (b) the date Developer has received from City the last Economic Development Grant under the terms of Article VIII, unless terminated earlier under the provisions of this Agreement. Section 11.9. Memorandum of Agreement. The parties agree to execute and record a Memorandum of Agreement for Private Development, in substantially the form attached as Exhibit C, to serve as notice to the public of the existence and provisions of this Agreement, and the rights and interests held by the City by virtue hereof. The City shall pay for all costs of recording. Section 11.10. No Third-Party Beneficiaries. No rights or privileges of either party hereto shall inure to the benefit of any landowner, contractor, subcontractor, material supplier, or any other person or entity, and no such contractor, landowner, subcontractor, material supplier, or any other person or entity shall be deemed to be a third-party beneficiary of any of the provisions contained in this Agreement. IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its name and behalf by its Mayor and its seal to be hereunto duly affixed and attested by its City Clerk, and 21 Execution Version Developer has caused this Agreement to be duly executed in its name and behalf by its authorized representative, all on or as of the day first above written. [Remainder of page intentionally left blank; Signature pages follow] 22 Execution Version (SEAL) CITY OF WAUKEE, IOWA By: ___________________________ Courtney Clarke, Mayor ATTEST: By: ________________________ Becky Schuett, City Clerk STATE OF IOWA ) ) SS COUNTY OF DALLAS ) On this ________ day of ________________________, 20___, before me a Notary Public in and for said State, personally appeared Courtney Clarke and Becky Schuett, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waukee, Iowa, a Municipality created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Municipality, and that said instrument was signed and sealed on behalf of said Municipality by authority and resolution of its City Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipality by it voluntarily executed. ___________________________________ Notary Public in and for the State of Iowa [Signature page to Agreement for Private Development – City of Waukee] A-1 Execution Version EXHIBIT A DEVELOPMENT PROPERTY The Development Property is legally described as follows: Parcel 21-120 as shown in Plat of Survey filed January 6, 2022 in Book 2022, Page 363 in Government Lot 15 in Section 4, Township 78 North, Range 26 West of the 5th P.M., City of Waukee, Dallas County, Iowa. as shown in Plat of Survey filed January 6, 2022 in Book 2022, Page 363 and corrected in Plat of Survey filed January 27, 2022, in Book 2022, Page 2048 of the Dallas County Recorder's Office. Parcel 21-121 in Government Lot 15 in Section 4, Township 78 North, Range 26 West of the 5th P.M., City of Waukee, Dallas County, Iowa. as shown in Plat of Survey filed January 6, 2022 in Book 2022, Page 364 and corrected in Plat of Survey filed January 27, 2022, in Book 2022, Page 2049 of the Dallas County Recorder's Office. Parcel 21-122 in Government Lot 15 in Section 4, Township 78 North, Range 26 West of the 5th P.M., City of Waukee, Dallas County, Iowa. as shown in Plat of Survey filed January 6, 2022 in Book 2022, Page 365 and corrected in Plat of Survey filed January 27, 2022, in Book 2022, Page 2050 of the Dallas County Recorder's Office. B-1 Execution Version EXHIBIT B MINIMUM IMPROVEMENTS Minimum Improvements means the construction of the Office Building on the Development Property, as well as the construction of the Public Improvements. The construction of the Public Improvements will be completed by May 31, 2024 and the Office Building will be completed by July 31, 2024. Construction costs are expected to be approximately $13,000,000 for the Office Building and $1,668,467 for the Public Improvements. Office Building means a new 60,000 square foot commercial building to be used as a medical center on the Development Property, and all related site improvements. The Office Building’s use as a medical center will allow for the retention and hiring of employees. The Dallas County Assessor will make the final determination as to the assessed value of the Office Building. Public Improvements means the design and construction of an estimated 575 ft of road and 60 ft of ROW, running east to west, along the north side of the Development Property, which improvements are anticipated to be dedicated to the City as public infrastructure. See Exhibit B-1 for preliminary diagrams of the Minimum Improvements. B-2 Execution Version EXHIBIT B-1 DIAGRAMS OF MINIMUM IMPROVEMENTS C-1 Execution Version Prepared by: Nathan J. Overberg, Ahlers & Cooney, 100 Court Ave. #600, Des Moines, IA 50309, 515 -243-7611 Return to: Becky Schuett, City Clerk, Waukee City Hall, 230 W. Hickman Road, Waukee, IA 50263 EXHIBIT C MEMORANDUM OF AGREEMENT FOR PRIVATE DEVELOPMENT WHEREAS, the City of Waukee, Iowa (“City”) and TIC Properties, LLC (“Developer”) did on or about the _____ day of _______________, 20___, make, execute and deliver, each to the other, an Agreement for Private Development (the “Agreement”), wherein and whereby Developer agreed, in accordance with the terms of the Agreement and the Waukee Consolidated Urban Renewal Plan (“Plan”), as amended, to develop certain real property located within the City and within the Waukee Consolidated Urban Renewal Area, legally described as follows: Parcel 21-120 as shown in Plat of Survey filed January 6, 2022 in Book 2022, Page 363 in Government Lot 15 in Section 4, Township 78 North, Range 26 West of the 5th P.M., City of Waukee, Dallas County, Iowa. as shown in Plat of Survey filed January 6, 2022 in Book 2022, Page 363 and corrected in Plat of Survey filed January 27, 2022, in Book 2022, Page 2048 of the Dallas County Recorder's Office. Parcel 21-121 in Government Lot 15 in Section 4, Township 78 North, Range 26 West of the 5th P.M., City of Waukee, Dallas County, Iowa. as shown in Plat of Survey filed January 6, 2022 in Book 2022, Page 364 and corrected in Plat of Survey filed January 27, 2022, in Book 2022, Page 2049 of the Dallas County Recorder's Office. Parcel 21-122 in Government Lot 15 in Section 4, Township 78 North, Range 26 West of the 5th P.M., City of Waukee, Dallas County, Iowa. as shown in Plat of Survey filed January 6, 2022 in Book 2022, Page 365 and corrected in Plat of Survey filed January 27, 2022, in Book 2022, Page 2050 of the Dallas County Recorder's Office. (the “Development Property”); and C-2 Execution Version WHEREAS, the term of the Agreement commenced on the ____ day of _______________, 20___ and terminates on December 31, 2031, unless otherwise terminated as set forth in the Agreement; and WHEREAS, the City and Developer desire to record a Memorandum of the Agreement referring to the Development Property and their respective interests therein. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. That the recording of this Memorandum of Agreement for Private Development shall serve as notice to the public that the Agreement contains provisions restricting development and use of the Development Property and the improvements located and operated on such Development Property. 2. That all of the provisions of the Agreement and any subsequent amendments thereto, if any, even though not set forth herein, are by the filing of this Memorandum of Agreement for Private Development made a part hereof by reference, and that anyone making any claim against any of said Development Property in any manner whatsoever shall be fully advised as to all of the terms and conditions of the Agreement, and any amendments thereto, as if the same were fully set forth herein. 3. That a copy of the Agreement and any subsequent amendments thereto, if any, shall be maintained on file for public inspection during ordinary business hours in the office of the City Clerk, Waukee, Iowa. IN WITNESS WHEREOF, the City and Developer have executed this Memorandum of Agreement for Private Development on the ______ day of ___________________, 20____. [Remainder of page intentionally left blank; signature pages follow] C-3 Execution Version (SEAL) CITY OF WAUKEE, IOWA By: ________________________________ Courtney Clarke, Mayor ATTEST: By: ____________________________ Becky Schuett, City Clerk STATE OF IOWA ) ) SS COUNTY OF DALLAS ) On this ________ day of ________________________, 20___, before me a Notary Public in and for said State, personally appeared Courtney Clarke and Becky Schuett, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waukee, Iowa, a Municipality created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Municipality, and that said instrument was signed and sealed on behalf of said Municipality by authority and resolution of its City Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipality by it voluntarily executed. ___________________________________ Notary Public in and for the State of Iowa [Signature page to Memorandum of Agreement for Private Development – City of Waukee] D-1 Execution Version EXHIBIT D CERTIFICATE OF COMPLETION WHEREAS, the City of Waukee, Iowa, (“City”) and TIC Properties, LLC, an Iowa limited liability company (“Developer”) did on or about the _____ day of _______________, 20___, make, execute and deliver, each to the other, an Agreement for Private Development (the “Agreement”), wherein and whereby Developer agreed, in accordance with the terms of the Agreement, to develop and maintain certain real property located within the City and as more particularly described as follows: Parcel 21-120 as shown in Plat of Survey filed January 6, 2022 in Book 2022, Page 363 in Government Lot 15 in Section 4, Township 78 North, Range 26 West of the 5th P.M., City of Waukee, Dallas County, Iowa. as shown in Plat of Survey filed January 6, 2022 in Book 2022, Page 363 and corrected in Plat of Survey filed January 27, 2022, in Book 2022, Page 2048 of the Dallas County Recorder's Office. Parcel 21-121 in Government Lot 15 in Section 4, Township 78 North, Range 26 West of the 5th P.M., City of Waukee, Dallas County, Iowa. as shown in Plat of Survey filed January 6, 2022 in Book 2022, Page 364 and corrected in Plat of Survey filed January 27, 2022, in Book 2022, Page 2049 of the Dallas County Recorder's Office. Parcel 21-122 in Government Lot 15 in Section 4, Township 78 North, Range 26 West of the 5th P.M., City of Waukee, Dallas County, Iowa. as shown in Plat of Survey filed January 6, 2022 in Book 2022, Page 365 and corrected in Plat of Survey filed January 27, 2022, in Book 2022, Page 2050 of the Dallas County Recorder's Office. (the “Development Property”); and WHEREAS, the Agreement incorporated and contained certain covenants and restrictions with respect to the development of the Development Property, and obligated the Developer to construct certain Minimum Improvements (as defined therein) in accordance with the Agreement; and WHEREAS, Developer has to the present date performed said covenants and conditions insofar as they relate to the construction of said Minimum Improvements in a manner deemed by the City to be in conformance with the Agreement to permit the execution and recording of this certification. NOW, THEREFORE, this is to certify that all covenants and conditions of the Agreement with respect to the obligations of Developer, and its successors and assigns, to construct the Minimum Improvements on the Development Property have been completed and performed by Developer and are hereby released absolutely and forever terminated insofar as they apply to the land described herein. The County Recorder of Dallas County is hereby authorized to accept for recording and to record the filing of this instrument, to be a conclusive determination of the D-2 Execution Version satisfactory termination of the covenants and conditions of said Agreement with respect to the construction of the Minimum Improvements on the Development Property. All other provisions of the Agreement shall otherwise remain in full force and effect until termination as provided therein. [Remainder of page intentionally left blank; signature pages follow] D-3 Execution Version (SEAL) CITY OF WAUKEE, IOWA By: ________________________________ Mayor ATTEST: By: ____________________________ City Clerk STATE OF IOWA ) ) SS COUNTY OF DALLAS ) On this ________ day of ________________________, 20_____, before me a Notary Public in and for said State, personally appeared _____________________and _____________________, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waukee, Iowa, a Municipality created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Municipality, and that said instrument was signed and sealed on behalf of said Municipality by authority and resolution of its City Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipality by it voluntarily executed. ___________________________________ Notary Public in and for the State of Iowa [Signature page to Certificate of Completion – City of Waukee] E-1 Execution Version EXHIBIT E ANNUAL CERTIFICATION (due before October 15th as required under terms of Development Agreement) Developer certifies that, during the time period covered by this Certification, Developer is and was in compliance with Section 6.7 of the Agreement as follows: (i) All ad valorem taxes on the Development Property and Minimum Improvements have been timely paid for the prior fiscal year (and for the current year, if due) and attached to this Annual Certification are proof of payment of said taxes; (ii) The Minimum Improvements were first fully assessed on January 1, 20___, at a full assessment value of $_____________, and are currently assessed at $______________________; (iii) The total number of Full-Time Equivalent Jobs employed in the operations in the Minimum Improvements as of October 1, _____ and as of the first day of each of the preceding eleven (11) months were are follows: October 1, 20__: ______ April 1, 20__: _________ September 1, 20__: _________ March 1, 20__: _________ August 1, 20__: _________ February 1, 20___: ________ July 1, 20__: _________ January 1, 20__: _______ June 1, 20__: _________ December 1, 20__: _______ May1, 20__: __________ November 1, 20__: _______ (iv) The undersigned officer of Developer has re-examined the terms and provisions of the Agreement and certifies that at the date of such certificate, and during the preceding twelve (12) months, the Developer is not, or was not, in default in the fulfillment of any of the terms and conditions of the Agreement and that no Event of Default (or event which, with the lapse of time or the giving of notice, or both, would become an Event of Default) is occurring or has occurred as of the date of such certificate or during such period, or if the signer is aware of any such default, event or Event of Default, said officer shall disclose in such statement the nature ther eof, its period of existence and what action, if any, has been taken or is proposed to be taken with respect thereto. I certify under penalty of perjury and pursuant to the laws of the State of Iowa that the preceding is true and correct to the best of my knowledge and belief. Signed this _________ day of _____________________, 20___. TIC PROPERTIES, LLC, an Iowa limited liability company By: ______________________________ Name: ____________________________ Its: _______________________________ Attachments: Proof of payment of taxes F-1 Execution Version EXHIBIT F DEVELOPER CERTIFICATION OF APPROVED COSTS TIC Properties, LLC (the “Developer”) certifies that the expenses shown on the table below were/are the actual expenses incurred by the Developer for the Approved Costs defined in an Agreement for Private Development entered into the _____ day of __________, 20__ between the City of Waukee, Iowa and the Developer (the “Agreement”). Certified Costs of Public Improvements Project Cost Category Engineering, Plans, Specifications Construction Costs Legal Costs Drainage, Landscaping, Grading Cost for acquisition of land within the ROW Interest during construction and for not more than six months thereafter Miscellaneous Invoice description and cost Invoice description and cost Invoice description and cost Invoice description and cost Invoice description and cost Invoice description and cost Invoice description and cost Invoice description and cost Total Cost per category If you need additional space please attach another table. Attach actual receipts and invoices [Remainder of this page intentionally left blank. Signature page to follow.] F-2 Execution Version I certify under penalty of perjury and pursuant to the laws of the State of Iowa that the preceding is true and correct to the best of my knowledge and belief. TIC PROPERTIES, LLC, an Iowa limited liability company By: ______________________________ Name: ____________________________ Its: _______________________________ STATE OF IOWA ) ) SS COUNTY OF DALLAS ) On this _______ day of ________________, 20____, before me the undersigned, a Notary Public in and for said State, personally appeared _____________________, to me personally known, who, being by me duly sworn, did say that s/he is the ____________of TIC Properties, LLC, and that said instrument was signed on behalf of said limited liability company; and that the said _____________________as such officer, acknowledged the execution of said instrument to be the voluntary act and deed of said limited liability company, by her/him voluntarily executed. ______________________________________ Notary Public in and for the State of Iowa [Signature page to Developer Certification of Costs] 01952974-1\21938-269