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HomeMy WebLinkAbout2025-03-17 H02 SJC Properties Development AgreementAGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: March 17, 2025 AGENDA ITEM:Consideration of approval of a resolution approving and authorizing execution of a Development Agreement by and between the City of Waukee and SJC Properties, LLC FORMAT:Resolution SYNOPSIS INCLUDING PRO & CON: Staff has been working with SJC Properties, LLC on a proposed development agreement for a downtown infill project located on the west side of the 400 block of 6th Street. This project is aligned with the City’s strategic vision for downtown revitalization and will contribute to economic growth and community vibrancy. Project Overview SJC Properties, LLC proposes to construct a 9,000-square-foot mixed-use building featuring retail space on the ground floor, with service or office space on the second floor. The minimum required investment for this project is $3 million, and it is anticipated to increase the total property valuation from $151,400 to approximately $2.5 million—an increase of over 1000%. This will generate an estimated $80,000 in annual tax revenues. The City’s total incentive package represents approximately 16% of the overall project cost. The project is expected to be completed by August 2025. Proposed Incentives A 10-year annual property tax rebate at 70% of the tax increment generated by the new development. A maximum not to exceed $475,000, based on a minimum $3 million investment. A reimbursable grant of $30,000 to assist with design and engineering expenses. This grant will be deducted evenly from the rebates in years one and two. FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: This project represents a significant investment in Downtown Waukee and will enhance economic activity while maintaining affordability for local businesses. RECOMMENDATION: Staff recommend approval of the resolution. ATTACHMENTS: I. Resolution II. Proposed Development Agreement H2 PREPARED BY:Jennifer Brown, Director of Economic Development REVIEWED BY: PUBLIC NOTICE INFORMATION – NAME OF PUBLICATION: Dallas County News DATE OF PUBLICATION: March 13, 2025 RESOLUTION NO. ______ RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF WAUKEE AND SJC PROPERTIES, LLC WHEREAS, by Resolution No. 19-402, adopted November 4, 2019, this Council found and determined that certain areas located within the City are eligible and should be designated as an urban renewal area under Iowa law, and approved and adopted the Waukee Consolidated Urban Renewal Plan for the Waukee Consolidated Urban Renewal Area (the "Consolidated Urban Renewal Area") described therein, which Waukee Consolidated Urban Renewal Plan, as subsequently amended, is on file in the office of the Recorder of Dallas County; and WHEREAS, it is desirable that properties within the Area be redeveloped as part of the overall redevelopment covered by said Plan; and WHEREAS, the City has received a proposal from SJC Properties, LLC (the "Developer"), in the form of a proposed Development Agreement (the "Agreement") by and between the City and the Developer, pursuant to which, among other things, the Developer would agree to construct certain Minimum Improvements (as defined in the Agreement) on certain real property located within the Urban Renewal Area as defined and legally described in the Agreement (the "Development Property") and consisting of the construction of a 9,000 square foot mixed use building to include retail, restaurant, service, and office space, together with all related site improvements, as outlined in the proposed Agreement; and WHEREAS, the Agreement provides that the City will provide a one-time Benchmark Grant to the Developer in the amount of $30,000, under the terms and following satisfaction of the conditions set forth in the Agreement, which Benchmark Grant would be reimbursed to the City by the City deducting $15,000 from each of the first two Economic Development Grants to be paid to Developer under the proposed Agreement; and WHEREAS, the Agreement further proposes that the City will make up to ten (10) consecutive annual payments of Economic Development Grants to Developer consisting of 70% of the Tax Increments pursuant to Section 403.19, Code of Iowa, and generated by the construction of the Minimum Improvements, the cumulative total for all such payments not to exceed the lesser of $475,000, or the amount accrued under the formula outlined in the proposed Agreement, under the terms and following satisfaction of the conditions set forth in the Agreement; and WHEREAS, the Agreement further requires the Developer to use commercially reasonable efforts to retain tenants at the Minimum Improvements who will employ employees therein, as outlined in the proposed Agreement; and WHEREAS, Chapters 15A and 403, Code of Iowa, authorize cities to make grants for economic development in furtherance of the objectives of an urban renewal project and to appropriate such funds and make such expenditures as may be necessary to carry out the purposes of said Chapters, and to levy taxes and assessments for such purposes; and WHEREAS, the Council has determined that the Agreement is in the best interests of the City and the residents thereof and that the performance by the City of its obligations thereunder is a public undertaking and purpose and in furtherance of the Plan and the Urban Renewal Law and, further, that the Agreement and the City's performance thereunder is in furtherance of appropriate economic development activities and objectives of the City within the meaning of Chapters 15A and 403, Code of Iowa, taking into account any or all of the factors set forth in Chapter 15A, Code of Iowa, to wit: a. Businesses that add diversity to or generate new opportunities for the Iowa economy should be favored over those that do not. b. Development policies in the dispensing of the funds should attract, retain, or expand businesses that produce exports or import substitutes, or which generate tourism- related activities. c. Development policies in the dispensing or use of the funds should be targeted toward businesses that generate public gains and benefits, which gains and benefits are warranted in comparison to the amount of the funds dispensed. d. Development policies in dispensing the funds should not be used to attract a business presently located within the state to relocate to another portion of the state unless the business is considering in good faith to relocate outside the state or unless the relocation is related to an expansion which will generate significant new job creation. Jobs created as a result of other jobs in similar Iowa businesses being displaced shall not be considered direct jobs for the purpose of dispensing funds; and WHEREAS, pursuant to notice published as required by law, this Council has held a public meeting and hearing upon the proposal to approve and authorize execution of the Agreement and has considered the extent of objections received from residents or property owners as to said proposed Agreement; and, accordingly the following action is now considered to be in the best interests of the City and residents thereof. NOW THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF WAUKEE IN THE STATE OF IOWA: Section 1.That the performance by the City of its obligations under the Agreement, including but not limited to making of grants to the Developer in connection with the development of the Development Property under the terms set forth in the Agreement, be and is hereby declared to be a public undertaking and purpose and in furtherance of the Plan and the Urban Renewal Law and, further, that the Agreement and the City's performance thereunder is in furtherance of appropriate economic development activities and objectives of the City within the meaning of Chapters 15A and 403, Code of Iowa, taking into account the factors set forth therein. Section 2.That the form and content of the Agreement, the provisions of which are incorporated herein by reference, be and the same hereby are in all respects authorized, approved and confirmed, and the Mayor and the City Clerk be and they hereby are authorized, empowered and directed to execute, attest, seal and deliver the Agreement for and on behalf of the City in substantially the form and content now before this meeting, but with such changes, modifications, additions or deletions therein as shall be approved by such officers, and that from and after the execution and delivery of the Agreement, the Mayor and the City Clerk are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Agreement as executed. PASSED AND APPROVED this 17th day of March, 2025. Mayor ATTEST: City Clerk 1 Execution Version AGREEMENT FOR PRIVATE DEVELOPMENT by and between CITY OF WAUKEE, IOWA AND SJC PROPERTIES, LLC _________________, 2025 2 Execution Version AGREEMENT FOR PRIVATE DEVELOPMENT THIS AGREEMENT FOR PRIVATE DEVELOPMENT (“Agreement”), is made on or as of the ____ day of __________________, 2025, 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, 2025, as amended (“Urban Renewal Act”), and SJC PROPERTIES, LLC, an Iowa limited liability company having offices for the transaction of business at 16930 Berkshire Pkwy, Clive, Iowa 50325 (“Developer”). The City and Developer are the Parties to this Agreement. WITNESSETH: WHEREAS, in furtherance of the objectives of the Urban Renewal Act, the City has undertaken a program for the development of an economic development area in the City 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 recorded among the land records in the office of the Recorder of Dallas County, Iowa; and WHEREAS, the Developer owns certain real property located in the foregoing Urban Renewal Area as more particularly described in Exhibit A attached hereto and made a part hereof (which property as so described is hereinafter referred to as the “Development Property”); and WHEREAS, the Developer will cause certain Minimum Improvements to be constructed on the Development Property in the Urban Renewal Area, and will thereafter cause the same to be operated in accordance with this Agreement; and WHEREAS, the City is willing to provide certain incentives 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 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: 3 Execution Version 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. Base Value means the assessed value of the Development Property and any existing improvements thereon, as of January 1, 2025. Benchmark Grant means the payment to be made by the City to Developer under Section 8.1 of this Agreement. 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. City Advance shall mean $30,000 to be advanced from the City’s General Fund for the sole purpose of funding the payment of the Benchmark Grant to Developer. Code means the Code of Iowa, 2025, as amended. Commencement Date means the date of this Agreement, which shall be the date the last party signs the Agreement. Construction Costs means all costs associated with the construction of the Minimum Improvements. Developer means SJC Properties, LLC, and its permitted successors and assigns. Development Property means that portion of the Urban Renewal Area described in Exhibit A. Economic Development Grants mean the payments to be made by the City to Developer under Section 8.2 of this Agreement. Event of Default means any of the events described in Section 10.1 of this Agreement. Minimum Improvements means an at least 9,000 square foot mixed use building to be constructed on the Development Property, and related improvements, as more particularly described in Exhibit B to this Agreement. 4 Execution Version 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 disbursem ents of counsel) incurred in the collection of such proceeds. Ordinance means an Ordinance of the City under which the taxes levied on taxable property in Urban Renewal Area shall be divided and a portion paid into the Waukee Consolidated Urban Renewal Tax Increment Revenue Fund under the provisions of Iowa Code section 403.19. Project means the construction and operation of the Minimum Improvements on the Development Property, as described in this Agreement. SJC Properties, LLC TIF Account means a separate account within the Waukee Consolidated Urban Renewal Tax Increment Revenue Fund of the City in which Tax Increments received by the City with respect to the Minimum Improvements and Development Property shall be deposited. State means the State of Iowa. Tax Increments means the incremental property tax revenues derived from the incremental value of the Minimum Improvements and Development Property (land and building/improvement value) above the Base Value divided and made available to the City for deposit in the SJC 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. Unavoidable Delays means delays resulting from acts or occurrences outside the reasonable control of the party claiming the delay including but not limited to storms, floods, fires, explosions or other casualty losses, unusual weather conditions, strikes, boycotts, lockouts or other labor disputes, 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). Urban Renewal Area means the area known as the Waukee Consolidated Urban Renewal Area, as may be amended. Urban Renewal Plan means the Waukee Consolidated Urban Renewal Plan, as amended, approved with respect to the Waukee Consolidated Urban Renewal Area, described in the preambles hereof. 5 Execution Version 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 will be 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 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 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. SJC 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 6 Execution Version 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 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. f. 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. g. 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. h. The construction of the Minimum Improvements will require a total investment of at least $3,000,000 for Construction Costs. i. Developer has firm commitments for construction or acquisition and permanent financing for the Project 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 and operation of the Minimum Improvements. k. Subject to Unavoidable Delays, the Developer will complete the Minimum Improvements by December 31, 2025. 7 Execution Version l. Developer would not undertake its obligations under this Agreement without the payment by the City of the Benchmark Grant and Economic Development Grants being made to Developer pursuant to this Agreement. ARTICLE III. CONSTRUCTION Section 3.1. Construction of Minimum Improvements. 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 all State, federal and local laws. 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 detailed in this Agreement and shall require a total investment of at least $3,000,000 for Construction Costs. In addition, Developer shall cause the Minimum Improvements to be designed and constructed in conformance with the City’s downtown design guidelines, consistent with Waukee Code Chapter 160.07 (2023). All work with respect to the Minimum Improvements shall be in conformity with any plans approved and/or permits issued by the building official(s) of the City, which approvals and permits shall be made according to standard City processes for such plans and permits. 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 December 31, 2025; or (ii) by such other date 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. All work with respect to the Minimum Improvements shall be in conformity with the site plans approved by the building official or any amendments thereto as may be approved by the building official. Developer 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. 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 8 Execution Version 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. 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. 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 Development 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 Minimum Improvements, or raise the inapplicability or constitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; and b. 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. 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 coverage or payment of premiums on): i. Builder’s risk insurance, written on the so-called “Builder’s Risk– Completed Value Basis,” in an amount equal to 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. 9 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 Minimum Improvements and at all times prior to the Termination Date, Developer shall maintain or cause to be maintained, at its cost and expense (and from time to time at the request of the City shall furnish proof of coverage or proof the payment of premiums on), insurance as follows: i. Insurance against loss and/or damage to the Minimum Improvements 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 Minimum Improvements, but any such policy may have a deductible amount of not more than $50,000 or self-insurance up to 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 Minimum Improvements (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 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 10 Execution Version which are 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 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 Minimum Improvements. d. Developer agrees to notify the City immediately in the case of damage exceeding $25,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. Net Proceeds of any such insurance shall be paid directly to Developer, and Developer will forthwith repair, reconstruct, and restore the Minimum Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Developer will apply the Net Proceeds 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 Minimum Improvements, 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 shall 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 Minimum 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. Section 6.2. Maintenance of Records. Developer shall 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 shall comply with all State, federal, and local laws, rules and regulations relating to 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 11 Execution Version 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. Section 6.6. Operation. Developer shall take all commercial reasonable efforts to obtain and retain tenants at the Minimum Improvements on the Development Property who will operate businesses and employ employees therein. In addition, through the Termination Date: a. Developer shall cause 25% of the first level of the Minimum Improvements to be leased, or available to be leased, to independently owned businesses (a business that is not part of a larger corporation or a franchise) through the Termination Date (“Independent Business Requirement”); and b. Developer shall cause 75% of the first level in the Minimum Improvements to be rented, or available to rent, at a lease rate that does not exceed the average lease rate for retail space (Net/Net/Net) in Waukee (“Lease Rate Requirement”). The parties acknowledge and agree that as of the Commencement Date the average retail lease rate in Waukee is $28/SF (NNN), but that such rate will fluctuate during the term of the Agreement; and c. Developer shall reduce the Common Area Maintenance (CAM) fee for each tenant of the Minimum Improements by an amount equivalent to a pro rata share of the Economic Development Grant received by Developer in the prior calendar year. Each tenant’s pro rata share shall be determined by dividing the square feet of leasable space leased by the tenant by the total square feet of leasable space in the Minimum Improvements. For exemplary purposes only, if Developer received an Economic Development Grant of $1000 in June 2030, then in 2031 a tenant leasing 50% of the leasable space in the Minimum Improvements will have its CAM fees reduced by $500. Developer further agrees to include a clause in all tenant leases providing for the reduction of CAM fees in accordance this provision. The entirety of the requirements in this Section 6.6(c) may be referred to in this Agreement as the “CAM Requirement”. 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 have been timely paid for the prior fiscal year (and for the current year, if due); (ii) a list of the current tenants in the Minimum Improvements, the amount of leasable space leased by each tenant, the level of the Minimum improvements leased by each tenant, the rental rate of leasable space for each tenant, the CAM fees for each tenant prior to any reduction under Section 6.6(c), the amount of the reduction in CAM fees under Section 6.6(c) for each tenant, and the calculation utilized to determine the amount of the reduction under Section 6.6(c) for each tenant; and (iii) 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 12 Execution Version 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, 2036, both dates inclusive. Developer shall provide supporting information for the Annual Certifications upon request of the City. See Exhibit E for form required for Developer’s Annual Certification. Section 6.8. 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 any site/construction plans submitted to the City’s building officials; (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 shall maintain its 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, Minimum Improvements, 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 of Developer’s obligations 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. Section 7.2. Prohibition Against Use as Non-Taxable or Centrally Assessed Property. During the term of this Agreement, Developer, and its successors or assigns, agree that 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 Minimum Improvements from property tax 13 Execution Version liability. Nor can the Development Property or Minimum Improvements be used as centrally assessed property (including but not limited to, Iowa Code § 428.24 to 428.29 (Public Utility Plants and Related Personal Property); Chapter 433 (Telegraph and Telephone Company Property); Chapter 434 (Railway Property); Chapter 437 (Electric Transmission Lines); Chapter 437A (Property Used in the Production, Generation, Transmission or Delivery of Electricity or Natural Gas); and Chapter 438 (Pipeline Property)). ARTICLE VIII. INCENTIVES Section 8.1. Benchmark Grant. For and in consideration of the obligations being assumed by Developer for the Project hereunder, subject to Developer being and remaining in compliance with this Agreement at the time of payment, the City agrees to make a one-time grant to the Developer in the amount of $30,000 (the “Benchmark Grant”) within thirty (30) days of Developer’s receipt of a final certificate of occupancy for the Minimum Improvements. The Benchmark Grant shall be payable solely and only from the City Advance, which City Advance shall be reimbursable from Tax Increments as set forth in Section 8.2. Section 8.2. Economic Development Grants. For and in consideration of the obligations being assumed by Developer hereunder, and in furtherance of the goals and objectives of 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, to make up to ten (10) consecutive annual payments of Economic Development Grants to the Developer under the following terms and conditions. a. Assuming Developer is in compliance with the terms of this Agreement at the time, the City will certify debt to the County by December 1, 2026, and the Economic Development Grants shall commence on June 1, 2028, and end on June 1, 2037, under the following schedule: Date Amount of Economic Development Grants June 1, 2028 70% of Tax Increments for the Fiscal Year 27-28 minus $15,000 which the City shall retain to reimburse the City Advance June 1, 2029 70% of Tax Increments for the Fiscal Year 28-29 minus $15,000 which the City shall retain to reimburse the City Advance June 1, 2030 70% of Tax Increments for the Fiscal Year 29-30 June 1, 2031 70% of Tax Increments for the Fiscal Year 30-31 June 1, 2032 70% of Tax Increments for the Fiscal Year 31-32 June 1, 2033 70% of Tax Increments for the Fiscal Year 32-33 June 1, 2034 70% of Tax Increments for the Fiscal Year 33-34 June 1, 2035 70% of Tax Increments for the Fiscal Year 34-35 June 1, 2036 70% of Tax Increments for the Fiscal Year 35-36 June 1, 2037 70% of Tax Increments for the Fiscal Year 36-37 b. Reduction of Tax Increment Percentage. The amount of the Economic Development Grants calculated under the formula set forth in this Section 8.2(a) may be reduced as follows: 14 Execution Version i. If an Annual Certification reveals that the Developer is not in compliance with the Independent Business Requirement set forth in Section 6.6(a), then the percentage of Tax Increment comprising the next Economic Development Grant shall be reduced by 10%. ii. If an Annual Certification reveals that the Developer is not in compliance with the Lease Rate Requirement set forth in Section 6.6(b), then the percentage of Tax Increment comprising the next Economic Development Grant shall be reduced by 10%. iii. If an Annual Certification reveals that the Developer is not in compliance with the CAM Requirement set forth in Section 6.6(c), then the percentage of Tax Increment comprising the next Economic Development Grant shall be reduced by 10%. iv. For purposes of clarity, if an Annual Certification reveals that Developer failed to satisfy the Independent Business Requirement, the Lease Rate Requirement, and the CAM Requirement then the next Economic Development Grant shall be reduced by 30%, so that the Developer receives 40% of Tax Increments for that Fiscal Year. v. The reductions set forth herein shall be the only remedy available to the City for Developer’s failure to satisfy the Independent Business Requirement, Lease Rate Requirement, and the CAM Requirement. c. Maximum Amount of Grants. The aggregate amount of the Economic Development Grants that may be paid to the Developer under Section 8.2(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 Minimum Improvements and Development Property above the Base Value (subject to any reduction to reimburse the City for the City Advance or pursuant to Section 8.2(b)), but in no event shall the aggregate amount of the Economic Development Grants exceed Four Hundred Seventy-Five Thousand Dollars ($475,000). 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 8.2, even if the aggregate amount is less than maximum amount stated herein. d. Limitations. The Economic Development Grants are only derived from the increase in assessed value of the Minimum Improvements and Development Property (land and building value) caused by the completion of the Minimum Improvements described in this Agreement and not any expansions or improvements not included within the definition of the Minimum Improvements which, to be eligible for Economic Development Grants, would be the subject of an amendment or new agreement, at the sole discretion of the City Council. Tax Increments shall be calculated based upon the incremental value of the Minimum Improvements and Development Property above the Base Value. e. Calculation of Grants. Each annual payment shall be equal to the above percentages of the Tax Increments collected by the City with respect to the assessed value of the Development Property and Minimum Improvements above the Base Value under the terms of the Ordinance and deposited into the SJC Properties, LLC TIF Account (without regard to any averaging that may otherwise be utilized under Section 403.19 and excluding any interest that may 15 Execution Version accrue thereon prior to payment to Developer) during the preceding twelve-month period, but subject to limitation and adjustment as provided in this Article (such payments being referred to collectively as the “Economic Development Grants”). Section 8.3. Conditions Precedent. a. Notwithstanding the provisions of Section 8.2 above, the obligation of the City to make an Economic Development Grant in any year shall be subject to and conditioned upon the following: i. Developer’s completion of the Minimum Improvements, pursuant to the terms of this Agreement, and issuance of a certificate of occupancy for the Minimum Improvements; ii. The Developer being and remaining in compliance with the terms of this Agreement at the time of payment; and iii. No Event of Default has occurred and is continuing. b. In the event that an Event of Default has occurred and has not been cured or cannot reasonably be cured before the payment of the Grant, then the City shall have no obligation to make the Economic Development Grant payment, in addition to having the remedies set forth in Section 10.2. c. 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 8.2(c). Section 8.4. Source of Grant Funds Limited. a. The Economic Development Grants shall be payable from and secured solely and only by amounts of incremental property tax revenues attributable to the incremental value of the Development Property and Minimum Improvements above the Base Value that are received by the City from the Dallas County Treasurer and that are deposited and held in the SJC 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, to the extent allowed by law, and to apply the appropriate percentage of Tax Increments allocated to the SJC 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 16 Execution Version 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 enforceme nt of the said provision shall be suspended, and the Agreement shall at all times be construed and applied in such a manner as will preserve the foregoing intent of the parties, and no Event of Default by the City shall be deemed to have occurred as a result thereof. If any provision of this Agreement or the application thereof to any circumstance is so suspended, the suspension shall not affect other provisions of this Agreement which can be given effect without the suspended provision. To this end the provisions of this Agreement are severable. c. Notwithstanding the provisions of Section 8.2 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 does not receive Tax Increments from the County; or the City receives an opinion from its legal counsel to the effect that the use of Tax Increments to fund an Economic Development Grant to Developer, as contemplated under said Section 8.2, 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. 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 8.2, the City may terminate this Agreement, without penalty or other liability to the City, by written notice to Developer. Section 8.5. 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 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. 17 Execution Version 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 Minimum Improvements or Development Property. b. Except for any willful misrepresentation or any willful or wanton misconduct 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 Minimum Improvements; 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. 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 or operated pursuant to the terms and conditions of this Agreement; b. Transfer of any of Developer’s interests in the Development Property, Minimum Improvements, 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 Minimum Improvements; 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; 18 Execution Version 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 Minimum Improvements, or part thereof, shall be appointed in any proceedings brought against Developer, and shall not be discharged within ninety (90) days after such appointment, or if Developer shall consent to or acquiesce in such appointment; 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 of the Event of Default (except with respect to Events set out in 10.1(e-g) for which no notice and cure period is required), 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 does not provide assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible: a. The City may suspend its performance under this Agreement until it receives assurances from Developer, deemed adequate by the City, that Developer will cure the default and continue performance under this Agreement; b. The City may terminate this Agreement; c. The City may withhold the Certificate of Completion; 19 Execution Version 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 be entitled to recover from the Developer, and the Developer shall pay to the City, an amount equal to the full amount of the Benchmark Grant and Economic Development Grants previously made to Developer under Article VIII hereof, 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. The City may demand such payment at any time following its determination that Developer is in default under this Agreement. 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, except as otherwise stated herein, no officer or employee of the City, or its designees or agents, nor any consultant or member of the governing body of the City, and no other public official of the City who exercises or has exercised any functions or responsibilities with respect to the Project during his or her tenure, or who is in a position to participate in a decision-making process or gain insider information with regard to the Project, has had or shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work or services to be performed in connection with the Project, or in any activity, or benefit therefrom, which is part of the Project at any time during or after such person’s tenure. Section 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 20 Execution Version 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 SJC Properties, LLC at 16930 Berkshire Parkway, Clive, Iowa 50325, Attn: Steffaney Cronin Houser, Manager 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 December 31, 2037, 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 21 Execution Version 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 Developer has caused this Agreement to be duly executed in its name and behalf by its authorized representatives, 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: ______________________________________ Rebecca D. Schuett, City Clerk STATE OF IOWA ) ) SS COUNTY OF DALLAS ) On this ________ day of ________________________, 2025, before me a Notary Public in and for said State, personally appeared Courtney Clarke and Rebecca D. 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: Lot Twenty (20) in Block Eleven (11) of the First Addition to the Town of Waukee, Dallas County, Iowa AND Lot Eighteen (18) and Lot Nineteen (19) in Block 11 of the First Addition to the Town of Waukee, Dallas County, Iowa Parcel 1233154012 & 1233154011 B-1 Execution Version EXHIBIT B MINIMUM IMPROVEMENTS Minimum Improvements means the construction of an at least 9,000 square foot mixed use building on the Development Property to be designed and constructed in conformance with the City’s downtown design guidelines set forth in Waukee Code Chapter 160.07 (2023). The Minimum Improvements will include retail and restaurant space on the first floor and service/office space on the second floor, all as depicted in Exhibit B-1. Construction Costs are expected to be at least $3,000,000. See Exhibit B-1 for a depiction of the Minimum Improvements. B-2 Execution Version EXHIBIT B-1 DEPICTION OF MINIMUM IMPROVEMENTS B-3 Execution Version B-4 Execution Version C-1 Execution Version Prepared by: Nathan J. Overberg, Ahlers & Cooney, 100 Court Ave. #600, Des Moines, IA 50309, 515-243-7611 Return to: Rebecca D. 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 SJC Properties, LLC (“Developer”) did on or about the _____ day of _______________, 2025, 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: Lot Twenty (20) in Block Eleven (11) of the First Addition to the Town of Waukee, Dallas County, Iowa AND Lot Eighteen (18) and Lot Nineteen (19) in Block 11 of the First Addition to the Town of Waukee, Dallas County, Iowa Parcel 1233154012 & 1233154011 (the “Development Property”); and WHEREAS, the term of the Agreement commenced on the ____ day of _______________, 2025 and terminates 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. C-2 Execution Version 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 ___________________, 2025. [Remainder of page intentionally left blank; signature pages follow] C-3 Execution Version (SEAL) CITY OF WAUKEE, IOWA By: ________________________________ Courtney Clarke, Mayor ATTEST: By: ______________________________________ Rebecca D. Schuett, City Clerk STATE OF IOWA ) ) SS COUNTY OF DALLAS ) On this ________ day of ________________________, 2025, before me a Notary Public in and for said State, personally appeared Courtney Clarke and Rebecca D. 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 SJC Properties, LLC, an Iowa limited liability company (“Developer”) did on or about the _____ day of _______________, 2025, 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: Lot Twenty (20) in Block Eleven (11) of the First Addition to the Town of Waukee, Dallas County, Iowa AND Lot Eighteen (18) and Lot Nineteen (19) in Block 11 of the First Addition to the Town of Waukee, Dallas County, Iowa Parcel 1233154012 & 1233154011 (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 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-2 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 DEVELOPER ANNUAL CERTIFICATION (due before October 15th as required under terms of Development Agreement) The Developer certifies the following: During the time period covered by this Certification, the Developer is and was in compliance with Section 6.7 of the Agreement as follows: (i) All ad valorem taxes on the Development Property then owned by the Developer in the Urban Renewal Area 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) Total square feet of leasable space in the Minimum Improvements: _____ (iii) Tenant information: Tenant Name Independent Business? Y/N Square Feet of Leased Space Level of Minimum Improvements Leased (first or second) Lease Rate CAM Rate Prior to Reduction Under Section 6.6(c) Amount of Reduction Under Section 6.6(c) Calculation Used to Determine Reduction Under Section 6.6(c) (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 thereof, its period of existence and what action, if any, has been taken or is proposed to be taken with respect thereto. E-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. Signed this _________ day of _____________________, 20___. SJC PROPERTIES, LLC an Iowa limited liability company By: ______________________________ Name: ____________________________ Its: _______________________________ Attachments: Proof of payment of taxes; Tenant Leases (upon request by City) 4894-3716-3764v.1