Redevelopment Agreement. among. The Jacksonville Economic Development Commission, and. Gerda" Ameristeel US, Inc.

Transcription

1 Redevelopment Agreement among The City of Jacksonville, The Jacksonville Economic Development Commission, and Gerda" Ameristeel US, Inc. dated,2005

2 Redevelopment Agreement

3 Article 11. GENERAL PROVISIONS Non-liability of JEDC and City Officials Force Majeure Notices Time Entire Agreement Amendment Waivers Indemnification Insurance Severability Compliance with State and Other Laws Non-Discrimination Provisions Equal Employment Opportunity Contingent Fees Prohibited Ethics Conflict of Interest Public Entity Crimes Notice Incorporation by Reference Order of Precedence Counterparts Independent Contractor Non-Liability of City Retention of Records/Audit Non-merger Exemption of City Parties to Agreement; Successors and Assigns Venue; Applicable Law Civil Rights Further Assurances Exhibits Construction Further Authorizations Exhibits: Exhibit A Legal Description of the Project Parcel Exhibit B Improvements Exhibit C JSEB Reporting D Exhibit E Exhibit F

4 REDEVELOPMENT AGREEMENT This REDEVELOPMENT AGREEMENT (this "Agreement") is made this ay of ":-::"_-",I-~' 2005 (the "Effective Date"), between the CITY OF JACKSONVILLE, a munici I corporation and a political subdivision of the State of Florida (the "City"), the JACKSONVILLE ECONOMIC DEVELOPMENT COMMISSION (the "JEDC") and GERDAU AMERISTEEL US INC, a Florida corporation (the "Developer"). 1.1 The Project Article 1. PRELIMINARY STATEMENTS The Developer has submitted a proposal to the JEDC (the "Proposal") to renovate its existing facility at Rebar Road, Baldwin, Florida as more particularly described on Exhibit A attached hereto (the "Project Parcel") which will serve as a steel manufacturing facility. The Project Parcel, the improvements described on Exhibit B attached hereto (the "Improvements") located thereon or to be located thereon and the obligations of the Developer under this Agreement are collectively referred to herein as the "Project." The proposed Project includes the construction of a steel melting shop, reheat furnace and caster, renovation of existing buildings and installation of new machinery and equipment to the Project Parcel. The Project will represent an estimated total capital investment of $80,000,000 by the Developer (the "Capital Investment"). 1.2 City/JEDC Determination. The City, in consultation with the JEDC, has determined that the Project is consistent with the goals of the City in that the Project will, among other things: (a) (b) (c) (d) increase capital investment in the western portion of Duval County; create approximately 4 new full time equivalent permanent jobs with an average annual salary of$67,500; help an existing targeted (manufacturing) industry business to expand; generate significant new ad valorem taxes, including significant new tax revenues the public school and help meet the Jacksonville. 1.3 Jacksonville Small and Emerging Business Program. As more fully described in City Ordinance E, the City has determined that it is important to the economic health of the community that whenever a Developer 4

5 incentives from the City, that Developer provides contracting opportunities to the maximum extent possible to small and emerging businesses in Duval County as described in Section A Coordination by City. The CITY shall designate a Project Coordinator who will, on behalf of the CITY, coordinate with the Developer and administer this Agreement according to the terms and conditions contained herein and in the Exhibit(s) attached hereto and made a part hereof. It shall be the responsibility of the Developer to coordinate all project related activities with the designated Project Coordinator. The City'S Project Coordinator shall be: The JEDC. 1.5 Maximum Indebtedness. The maximum indebtedness of the CITY for all fees, reimbursable items or other cost pursuant to this Agreement, shall not exceed the sum of three million dollars ($3,000,000). 1.6 Availability of Funds. The CITY's obligations under this Agreement are contingent upon availability of lawfully appropriated funds, for the Project and this Agreement Article 2. DEFINITIONS As used in this Agreement, the following terms shall have the meaning set opposite each: 2.1 Base Year. The base year for purposes of this Agreement shall be the 2004 tax year. 2.2 City Council. The body politic, as the same shall be from time to time constituted, charged with the duty of governing the City. 2.3 Developer. Gerdau Ameristeel US, Inc. Improvements. defined in Section 1.1 hereof are 2.5 JEDC. The Jacksonville Economic Development Commission and any successor to duties 5

6 2.6 Permanent Jobs. Full-time equivalent pennanent jobs created to be maintained for a minimum of two years, as more particularly described in Section 5.1 herein. 2.7 State. The State of Florida. Other capitalized tenns not defined in this Article shall have the meanings assigned to them elsewhere in this Agreement. Article 3. APPROVALS; PERFORMANCE SCHEDULES 3.1 Performance Schedule. The Developer and the JEDC have jointly established the following dates for the perfonnance of each party's respective obligations under this Agreement (herein called the "Perfonnance Schedule"): Start of Construction - on or before October 1, 2006 Completion of Construction - on or before April 30, The JEDC and the Developer have approved this Perfonnance Schedule. By the execution hereof, and subject to the tenns of this Agreement, the Developer hereby agrees to undertake and complete the construction and development of the Project in accordance with this Agreement and the Perfonnance Schedule, and to comply with all of the Developer's obligations set forth herein. By the execution of this Agreement, and subject to the tenns of this Agreement, the JEDC hereby agrees to complete those acts to be perfonned by the JEDC within the dates set forth in the Perfonnance Schedule and to otherwise comply with all of the obligations of the JEDC set forth therein. By the execution of this Agreement, and subject to the tenns of this Agreement, the City hereby agrees to complete those acts to be perfonned by the City within the dates established by the Perfonnance Schedule. Except as may otherwise be expressly pennitted in this Agreement, in no event will the Perfonnance Schedule be modified without the prior written approval of the JEDC. Approval of Agreement. PVf"I'IlT1An hereof, (a) Developer certifies that (i) the execution and delivery hereof has been approved by all parties whose approval is required under the tenns of the governing documents creating the particular Developer entity; 6

7 (ii) (iii) (iv) (v) this Agreement does not violate any of the tenns or conditions of such governing documents and the Agreement is binding upon the Developer and enforceable against it in accordance with its tenns; the person or persons executing this Agreement on behalf of the Developer are duly authorized and fully empowered to execute the same for and on behalf of the Developer; and the Developer and each entity composing the Developer is duly authorized to transact business in the State of Florida and has received all necessary pennits and authorizations required by appropriate governmental agencies as a condition to doing business in the State of Florida; and the Developer, its business operations, and each person or entity composing the Developer are in compliance with all Federal, State and local laws. (b) (c) The JEDC certifies that the execution and delivery hereof has been approved at a duly convened meeting of the JEDC and the same is binding upon the JEDC and enforceable against it in accordance with its tenns. The City certifies that the execution and delivery hereof is binding upon the City to the extent provided herein and enforceable against it in accordance with its tenns. Article 4. REV GRANT 4.1 Recapture Enhanced Value Program; Amount. The City shall make a Recapture Enhanced Value grant ("REV Grant") to the Developer, in a total amount not to exceed $3,000,000, partially payable beginning in the first year following the Completion of Construction of the Project and its inclusion on the City tax rolls at full assessed value (the "Initial Year") and ending 10 years thereafter (the "Final Year"), all as more fully described below in this Article 4. The City'S obligation to pay the REV Grant to the Developer is conditioned upon the Developer, the Developer's general contractor or the Developer's construction lender submitting invoices and receipts that are acceptable to the City. Payments of REV Grant. REV Grant shall paid m annual installments detennined in accordance with Section and payable on or before May 15 of each calendar year, commencing May 15 of the Initial Year and ending May 15 of the Final Year, or when the maximum amount of the REV Grant shall have been paid to the Developer, whichever 0 ccurs first. The City shall have no 1 iabi lity for a ny REV Grant in excess 0 f the amount stated in Section 4.1 or payment of the final installment due May 15 of the Final REV as not to

8 reduction or repayment nor shall the Developer have any liability except as expressly provided in this Agreement. 4.3 Determination of Annual Installments of REV Grant. The amount of each annual installment of the REV Grant shall be the sum which is equal to: 50% for years 1-10, 0 f the "Annual Project Revenues" (as defined and determined in this Section 4.3) received by the City during the twelve (12) month period ended April 1 preceding the due date of such annual installment. For the purposes of this Agreement, "Annual Project Revenues" means the amount of all municipal and county ad valorem taxes, exclusive of any amount from any debt service millage or Business Improvement District ("BID") millage, actually paid by any taxpayer (net of any discount pursuant to Section , Florida Statutes, or any successor provision, actually taken by the taxpayer) during such period with respect to all real property and tangible personal property, comprising the Project, less the amount of all municipal and county ad valorem taxes that would have been levied or imposed on the Project using the assessed value for the year 2004 (the "Base Year") which for the purpose of this Agreement shall be $33,187,780 exclusive of any debt service millage. The foregoing references to ad valorem taxes shall be deemed to include any other municipal or county taxes, or other municipal or county fees or charges in the nature of or in lieu of taxes, that may hereafter be levied or imposed on the Developer with respect to real property or tangible personal property comprising the Project, in lieu of or in substitution for the aforesaid taxes and which are levied or imposed for general municipal or county purposes or shall be available for the City's general fund. By April 1 of each calendar year, commencing April 1, Initial Year and ending April 1, Final Year, Developer shall give written notice to the City of the amount of county ad valorem taxes paid during the preceding twelve (12) month period ending April 1, quantified by real property and tangible personal property amounts. Within thirty (30) days of receipt of said notice, City shall provide Developer with a calculation as to the annual REV Grant. If the Developer does not give written notice to the City of its objection to the City's calculation within thirty (30) days after its receipt thereof, the City's calculation shall be considered acceptable. Notwithstanding the dates previously mentioned herein, the City shall make payment ofthe REV Grant by the later of May 15th of each calendar year or 30 days after City's receipt of notification by the Developer that it is in agreement with the City's annual calculation. In the event of a disagreement as to the calculation, the City shall make payment of the amount not in dispute and the parties shall negotiate in good faith any disputed amount. 4.4 Appropriation of REV Grant Annual Installments; Limitation of Obligations. that it shall budget revenues other sum equal to the REV Grant month period ending April 1 such Each annual installment of the REV Grant as provided in Article 4 shall be payable by the City to the Developer solely out of non-ad valorem revenues and other legally available funds, and shall not constitute a pledge of or lien upon any other revenues or funds of the City, and the Developer and any person, fiml or entity claiming by, through or under the Developer shall have no right to require the imposition of any tax or the establishment of rate of taxation in order to amounts REV or to 8

9 any non-ad valorem revenues or other legally available funds prior to the time when the amount equal to the REV Grant for any calendar year has been so appropriated for payment of the next annual installment of the REV Grant and the related Annual Project Revenues have been received by the City. 4.5 Further disclaimer. The REV Grant shall not be deemed to constitute a debt, liability, or obligation of the City or of the State of Florida or any political subdivision thereof within the meaning of any constitutional or statutory limitation, or a pledge of the faith and credit or taxing power of the City or of the State of Florida or any political subdivision thereof, but shall be payable solely from the funds provided therefore in this Article 4. The City shall not be obligated to pay the REV Grant or any installment thereof except from the non-ad valorem revenues or other legally available funds provided for that purpose, and neither the faith and credit nor the taxing power of the City or of the State of Florida or any political subdivision thereof is pledged to the payment of the REV Grant or any installment thereof. The Developer, or any person, firm or entity claiming by, through or under the Developer, or any other person whomsoever, shall never have any right, directly or indirectly, to compel the exercise of the ad valorem taxing power of the City or of the State of Florida or any political subdivision thereof for the payment of the REV Grant or any installment of either. Article 5. JOB RETENTION/CREATION 5.1 Job Creation or Retention Activities. The Project will result in the retention of at least 281 Permanent Jobs and the creation of at least 4 Permanent Jobs new to the City and the State (the "New Jobs") with an average annual salary of $50,OOO(for a total of at least 285 Permanent Jobs) at the Project site within 12 months of the Completion of Construction of the Project in accordance with the Performance Schedule. For the purposes of this Agreement, "Permanent Job" means any full-time equivalent job position created to be maintained for a minimum of two years. An "employee" of Developer means any person employed by Developer, or by any employee leasing company (or other similar third-party employer) to fill a permanent job position made available by Developer at the Project Site. It is acknowledged and agreed that any of the New Jobs may be filled, in Developer's discretion, by persons employed by Developer or by persons employed by any employee leasing company selected by Developer. The parties acknowledge and agree that it may be necessary for Developer or any such third-party employer to commence the recruitment, selection and prospective employees to fill such New Jobs, or to hire employees, in sufficient time to commence completion of the Project. In the event that notwithstanding the efforts, Developer or any such third-party employer finds it necessary to recruit, interview, consider, select or train any persons, or fill any New Jobs to be created in the City as a result of the Project, before any of the conditions to Developer's obligations have been satisfied, such New Jobs shall not be considered or deemed to lose their status as New Jobs created in the City as a result of the shall not be considered or deemed to lose their status as persons, or, in 9

10 applicable cases, low and moderate income persons, to which such New Jobs have been made available or who hold such New Jobs. The JEDC shall annually provide the reporting forms to the Developer a nd Developer shall return the completed forms to the JEDC within 30 days after receipt of the forms. The jobs requirement will be assessed annually throughout the term of the REV Grant by the JEDC for potential reimbursement purposes and to determine compliance with the 285 person permanent job maintenance requirement. 6.1 Scope of Development. Article 6. THE DEVELOPMENT (a) (b) The Developer shall construct and develop or cause to be constructed and developed, in substantial compliance with the times set forth in the Performance Schedule, all Improvements which the Developer is obligated to construct and develop under the Performance Schedule and this Agreement. The Developer shall construct all Improvements in accordance with all applicable building and permitting codes. 6.2 Cost of Development. Except as otherwise set forth in this Agreement, the Developer shall pay the cost of constructing and developing the Improvements at no cost to the JEDC or the City. 6.3 Approval bv Other Governmental Agencies. All of the parties' respective rights and obligations under this Agreement are subject to and conditioned upon approval of the Project and all Project Documents by such other governmental agencies, whether state, local or federal, as have jurisdiction and may be required or entitled to approve them. Notwithstanding any provision of this Agreement to the contrary, neither the City nor the JEDC guarantee approval of this Agreement or any aspect of the Project by any government authorities and agencies that are independent of the City. 6.4 Authoritv of JEDC to Monitor Compliance. During all pcriods design and construction, the Executive Director of the JEDC and Planning and shall to the Developer the provisions the Project Documents and the ProposaL Insofar as practicable, the JEDC shall coordinate such monitoring and supervising activity with those undertaken by the City so as to minimize duplicate activity. To that end, during the period of construction and with prior notice to the Developer, representatives of the JEDC and the City shall have the right of access to the Project Parcel and to every structure on the Project Parcel during normal construction hours. 10

11 6.5 Timing of Completion. The Project Improvements shall be completed substantially in accordance with the terms of this Agreement and the Performance Schedule. Article 7. PROJECT GOALS, COMMUNITY SERVICE COMMITMENT/JSEB PROGRAM 7.1 Construction and Operation Management. Except as otherwise expressly provided herein, the Developer shall have discretion and control, free from interference, interruption or disturbance, in all matters relating to the management, development, redevelopment, construction and operation of the Project, provided that the same shall, in any event, conform to and comply with the terms and conditions of this Agreement, and all applicable state and local laws, ordinances and regulations (including without limitation, applicable zoning, subdivision, building and fire codes). The Developer's discretion, control and authority with respect thereto shall include, without limitation, the following matters: (a) (b) (c) (d) the construction and design of the Project, subject to the express terms and conditions of this Agreement; the selection, approval, hiring and discharge of engineers, architects, contractors, subcontractors, professionals and other third parties (collectively the "Vendors") on such terms and conditions as the Developer deems appropriate; provided however, that to the extent that the City furnishes to the Developer the names and identities of Jacksonville-based Vendors, including without limitation Jacksonville-based minority Vendors, and to the extent that Developer has the need to enter into contracts with Vendors outside of persons employed by Developer or companies affiliated with or controlled by Developer or its principals, then Developer agrees to include all such Jacksonville-based Vendors in the process established by Developer for obtaining bids for any of the Improvements; the negotiation and execution of contracts, agreements, easements and other documents with third parties, in form and substance satisfactory to Developer; and the preparation of such budgets, cost estimates, financial projections, statements, information, and reports as the Developer deems appropriate. Jacksonville Small and Emerging Businesses (JSEB) Program. The further of and consideration for public funds provided to assist the Developer pursuant to this Agreement, hereby acknowledges the importance of affording to small and emerging vendors and contractors the full and reasonable opportunity to provide materials and services ("Opportunity"). Therefore, the Developer hereby agrees as follows: 11

12 (a) (b) The Developer shall obtain from the City's Procurement Division the list of certified Jacksonville Small and Emerging Businesses ("JSEB"), and shall exercise good faith, in accordance with Municipal Ordinance Code Sections et seq., to enter into contracts with City certified JSEBs to provide materials or services in an aggregate amount of not less than $570,000 which amount represents 19% of the City's maximum contribution to the Project with respect to the development activities of the Project over the term of this Agreement. The Developer shall submit JSEB report(s) regarding the Developer's actual use of City certified JSEBs on the Project. The JSEB report( s) shall be submitted on a quarterly basis until the goal established in Section 7.2(a) is reached. The form of the report to be used for the purposes of this section is attached hereto as Exhibit C (the "JSEB REPORTING FORM"). 7.3 Community Service Commitment. The Developer has actively participated in the community service activities more particularly described on Exhibit D attached hereto. The Developer agrees that, during the term of this Agreement, the Developer shall continue to participate in community service activities of the type set forth on Exhibit D. 8.1 Reporting. Article 8. REPORTING On an annual basis, within thirty (30) days following a request by the JEDC or the City, the Developer shall submit reports to the JEDC regarding the number of new permanent jobs that have been provided at the Project site, the Developer's Community Service Activities and all other activities affecting the implementation of this Agreement, including a narrative summary of progress on the Project. Samples of the general forms of these reports are attached hereto as Exhibit E (the "Annual Survey") and Exhibit F (the "Job Report"); however the specific data requested may vary from the forms attached. The reports shall continue until the Developer has complied all of the terms of this Agreement concerning the Project, the REV Grant and associated employment with. Within thirty (30) days following the request of the JEDC or the City, the Developer shall or additional the JEDC 9.1 General. Article 9. DEFAULTS AND REMEDIES A default shall consist of the breach of any covenant, agreement, representation, or contained not 12

13 to meet the reporting requirements described herein), (ii) the documents executed in connection with the Agreement and any other agreement between the City and the Developer related to the Project, or (iii) any document provided to the City or JEDC relating to the Project (collectively, the "Documents"), or, in connection with the Project or any of the documents described in clauses (i) (iii) above, the making of any untrue statement by Developer, or the provision by Developer of information known to it to be untrue. If any such default or breach occurs under this Agreement, the City may refuse to pay any portion of the REV Grant, and additionally, may at any time or from time to time proceed to protect and enforce all rights available to the City under this Agreement by suit in equity, action at law or by any other appropriate proceeding whether for specific performance of any covenant or agreement contained in this Agreement, or damages, or other relief, or proceed to take any action authorized or permitted under applicable laws or regulations. The City shall not act upon a default until it has given the Developer written notice of the default and 15 business days within which to cure the default. However, if any default cannot reasonably be cured within the initial 15 business days, Developer shall have 60 days in which to cure such default, so long as Developer has commenced and is diligently proceeding to cure such default within the initial 15- day period. Notwithstanding the foregoing, Developer shall immediately and automatically be in default, and the City shall not be required to give Developer any notice or opportunity to cure such default (and thus the City shall immediately be entitled to act upon such default), upon the occurrence of any of the following: (a) (b) (c) Developer, or any guarantor ("Guarantor") of Developer's obligations hereunder or under the Documents becomes insolvent or there is commenced a voluntary or involuntary proceeding under federal bankruptcy laws or any other insolvency or similar laws by or against Developer or Guarantor, Developer or Guarantor becomes subject to the appointment of or taking of possession by a receiver, trustee, custodian (or similar official) of any substantial part of Developer or Guarantor's property, or any assignment for the benefit of creditors is made by Developer or Guarantor. 9.2 Specific Defaults. Additionally, for any of the events described in this Section 9.2 below, the parties agree that the measure of the City's monetary damages recoverable from the Developer shall be as follows: event reporting are not met will be entitled to withhold the annual installment of the REV Grant year during which any reporting requirements are not met The JEDC shall annually provide the reporting forms to the Developer and Developer shall return the completed forms to the JEDC within 30 days after receipt of the forms; (b) in the event the Developer fails to retain the 281 existing jobs, to create 4 new full-time permanent jobs within 12 months Completion of Construction, and to maintain the permanent Jobs with an of (as 13

14 adjusted by the Cousumer Price Index) for the length of the REV Grant, the REV Grant will be reduced proportionately. Calculated on an annual basis utilizing the Developer's annual jobs report, any shortfall in permanent jobs will result in a proportionate reduction in that year's REV Grant. For example, a 10 percent job shortfall in the initial year of the REV Grant would result in a 10 percent reduction in the REV Grant attributed to that tax year and payable in May of the following year. For any year in which the Developer has not maintained at least 260 full-time equivalent permanent jobs, the Developer will not be eligible for a REV Grant payment for that year; (c) (d) if the Developer fails to invest at least $80,000,000 of private capital investment in the Project (as measured at Completion of Construction), the total amount of the REV G rant will be proportionately reduced. For e x amp Ie, i f the Developer invests $70,000,000 of private capital investment in the Project, the Developer would be eligible for a total REV Grant amount not to exceed $2,625,000. If the Developer's private capital investment falls below $60, , the Developer will not be eligible for REV Grant funding.: and in the event the Developer sells, leases or otherwise transfers the Project or Project Parcel (the "Sale") during the term of the REV Grant to a party other than the Developer or its affiliates, the remaining balance of the REV Grant will be terminated. The maximum combined repayment due under this Section 9.2 shall not exceed the total amount of the REV Grant actually paid to the Developer. 9.3 Liens, Security Interests, Prejudgment Interest. Receipt by the City of any payment required under this Section shall be a condition precedent to the release of any lien or security interest held by the City or the JEDC pursuant to the terms of this Agreement. The City is also entitled to prejudgment interest from the date of default plus costs and attorneys fees incurred by the City. In the event the Developer fails to complete the Project in accordance with the Performance Schedule set forth in Section 3.1, the City and JEDC shall not be obligated to pay any portion of the REV Grant to Developer. 10. Purpose. Article 10. ANTI-SPECULATION AND ASSIGNMENT PROVISIONS The Developer represents and agrees that its undertakings pursuant to this Agreement are for the purpose of developing the Project Parcel pursuant to this Agreement, and not for speculation in land holding. The Developer further recognizes, in view of the importance of the development of the Project Parcel to the general health and welfare of the City and that qualifications, financial strength and of the 14

15 principal shareholders and executive officers of the Developer are of particular concern to the City and the JEDC Assignment; Limitation on Conveyance. The Developer agrees that, until the later of (a) substantial completion of the Project, or (b) payment in full of the REV Grant, it shall not, without the prior written consent of the JEDC, assign, transfer or convey (i) the Project or any portion thereof, (ii) the Project Parcel or any portion thereof, (iii) this Agreement or any provision hereof or (iv) a controlling interest in the Developer. If any such prohibited assignment, transfer or conveyance is made, the obligation of the City to pay any further amounts due under the REV Grant shall immediately terminate. Article 11. GENERAL PROVISIONS 11.1 Non-liability of JEDC and City Officials. No member, official or employee of the JEDC or the City shall be personally liable to the Developer or to any Person with whom the Developer shall have entered into any contract, or to any other Person, in the event of any default or breach by the JEDC or the City, or for any amount which may become due to the Developer or any other Person under the terms of this Agreement Force Majeure. No party to this Agreement shall be deemed in default hereunder where such a default is based on a delay in performance as a result of war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualty, acts of God, acts of public enemy, epidemic, quarantine restrictions, freight embargo, shortage of labor or materials, interruption of utilities service, lack of transportation, government restrictions of priority, severe weather and other acts or failures beyond the control or without the control of any party; provided, however, that the extension of time granted for any delay caused by any of the foregoing shall not exceed the actual period of such delay, and in no event shall any of the foregoing excuse any financial liability of a party Notices. All notices to be given hereunder shall be in writing and personally delivered or sent by registered or certified mail, return receipt requested, or delivered by an air courier service utilizing return receipts to the parties at the following addresses (or to such other or further parties similarly and such shall and all purposes under this Agreement three business the date same are deposited in the United States mail, if sent by registered or certified mail, or the date actually received if sent by personal delivery or air courier service, except that notice of a change in address shall be effective only upon receipt. 1

16 (a) the JEDC and City: Executive Director Jacksonville Economic Development Commission 220 East Bay Street, 14th Floor Jacksonville, Florida With a copy to: City of Jacksonville Office of the General Counsel City Hall-St. James Building 117 West Duval Street, Suite 480 Jacksonville, Florida (b) The Developer: 11.4 Time. Gerdau Arneristeel P.O. Box 518 Baldwin, FL Attn: General Manager With a copy to: Gerdau Arneristeel US, Inc W. Lemon Street, Suite 312 Tampa, FL Attn: General Counsel Time is of the essence in the performance by any party of its obligations hereunder Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all prior negotiations and agreements between them with respect to all or any of the matters contained herein. Amendment. This Agreement may be amended by the parties hereto only upon the execution of a written amendment or modification signed by the parties. Notwithstanding the foregoing, the Executive Director of the JEDC is authorized on behalf of the JEDC and the City to approve, in his or her sole discretion, any "technical" changes to this Agreement. Such "technical" changes include without limitation modifications to legal descriptions and surveys, ingress and egress, easements 16

17 and design standards, as long as such modifications do not involve any increased financial obligation or liability to the City or the JEDC Waivers. Except as otherwise provided herein, all waivers, amendments or modifications of this Agreement must be in writing and signed by all parties. Any failures or delays by any party in insisting upon strict performance of the provisions hereof, or asserting any of its rights and remedies as to any default shall not constitute a waiver of any other default or of any such rights or remedies. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties hereto are cumulative, and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, or any other rights or remedies for the same default or any other default by any other party Indemnification. Developer, including its employees, agents and subcontractors, shall indemnify, hold harmless and defend the City and the JEDC from and against all loss, cost, and expense (including without limitation attorneys' fees and costs) related to any demands, suits and actions of any kind brought against the City or JEDC based on personal injury, bodily injury, death or property damage, or other damages or losses incurred or sustained, or claimed to have been incurred or sustained, by any Person or Persons arising out of or in connection with any act or omission of Developer, its contractors, subcontractors, agents, officers, employees, representatives, successors or assigns. This indemnification shall survive the termination of this Agreement. The terms "City" and "JEDC" as used in this Section 11.8 shall include all officers, board members, City Council members, employees, representatives, agents, successors and assigns of the City and the JEDC, as applicable Insurance. The Developer agrees to furnish the JEDC copies of any insurance policies that the Developer carries covering the Project and such policies shall name the JEDC and the City as additional insureds thereunder as their interest may appear Severability. The invalidity, illegality or inability to enforce of anyone or more of the provisions of this Agreement shall not affect any other provisions this Agreement, but this Agreement will as or Ull'"UlV' Compliance with State and Other Laws In the performance of this Agreement, the Developer must comply with any and all applicable Federal, S tate and 1 ocall aws, rules and r eguiations, as the same exist and may b e amended from time to time. Such laws, rules and regulations include, but are not limited Chapter 11 Florida Statutes, (the Public Records Act) and 11, Florida 1

18 (the Florida Sunshine Law). If any of the obligations of this Agreement are to be performed by a Subcontractor, the provisions of this Section shall be incorporated into and become a part of the subcontract Non-Discrimination Provisions In conformity with the requirements of Section , Ordinance Code, the Developer represents that it has adopted and will maintain a policy of non discrimination against employees or applicants for employment on account of race, religion, sex, color, national origin, age or handicap, in all areas of employment relations, throughout the term of this Agreement. The Developer agrees that, on written request, it will permit reasonable access to its records of employment, employment advertisement, application forms and other pertinent data and records, by the Executive Director of the Community Relations Commission, or successor agency or commission, for the purpose of investigation to ascertain compliance with the nondiscrimination provisions of this Agreement; provided however, that the Developer shall not be required to produce, for inspection, records covering periods of time more than one (l) year prior to the day and year first above written. The Developer agrees that, if any of its obligations to be provided pursuant to this Agreement are to be performed by a subcontractor, the provisions of this Section shall be incorporated into and become a part of the subcontract Equal Employment Opportunity The Equal Opportunity clause in Title 41, Part of the Code of Federal Regulations (Paragraphs 1 through 7 of President's Executive Order 11246), the provisions of the Equal Opportunity for Individuals with Disabilities Act in 42 U.S.C. Section 12112, the Listing of Employment openings for Veterans Clause in Title 41, Part of the Code of Federal Regulations and the Disabled Veterans and Veterans of the Vietnam era Clause in Title 41, Part of the Code of Federal Regulations are incorporated herein by reference if applicable and tot he extent a pplicab Ie. If t he Developer is e xempt from any 0 f t he above cited terms, written, evidence of such exempt status must be provided to the CITY Contingent Fees Prohibited In conformity with Section , Ordinance Code, the Developer warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Developer, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual for firm, other than a bona fide employee working solely for the Developer, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement the or of the right to terminate without liability and, at to from the contract or full amount of such fee, commission, percentage, gift or consideration. 1 L15 Ethics The Developer represents that it has reviewed the provisions of the Jacksonville Ethics Code, as codified in Chapter 602, Ordinance and the provisions the Jacksonville as 1 18

19 11.16 Conflict of Interest The parties will follow the provisions of Section , Ordinance Code with respect to required disclosures by public officials who have or acquire a financial interest in a bid or contract with the CITY, to the extent the parties are aware of the same Public Entity Crimes Notice The parties are aware and understand that a person or affiliate who has been placed on the State of Florida Convicted Vendor List, following a conviction for a public entity crime, may not submit a bid on a contract to provide any goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity, in excess of $25,000.00, for a period of thirty-six (36) months from the date of being placed on the Convicted Vendor List Incorporation by Reference The "Whereas" recitals, at the beginning of this Agreement are true and correct and, by this reference, are made a part hereof and are incorporated herein. Similarly, all exhibits and other attachments to this agreement that are referenced in this Agreement are, by this reference made a part hereof and are incorporated herein Order of Precedence In the event of any conflict between or among the provisions of this Agreement and those of any exhibit attached hereto or of any amendment, the priority, in decreasing order of precedence shall be: 1) fully executed amendment; 2) provisions in this Agreement; and 3) exhibits to this Agreement Counterparts This Contract may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument Independent Contractor. In the performance of this Agreement, the Developer will be acting in the capacity of an independent contractor and not as an agent, employee, partner, joint venturer or association of or the The Developer employees or shall solely responsible the means, method, technique, the Developer performance of this Agreement Non-Liabilitv of City. Nothing contained herein shall be deemed to impose directly or indirectly any obligation or liability on behalf of the City to carry out or perform any of the obligations or liabilities of the 19

20 JEDC, and the Developer agrees that the Developer shall look solely to the JEDC for the perfonnance of all of the tenns and conditions hereof Retention of Records/Audit The Developer and its subcontractors shall maintain all books, documents, papers, electronic records, accounting records and other evidence pertaining to costs incurred in the perfonnance of this Agreement and shall make such materials available at all reasonable times, during the period of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection and/or audit by the City or the City'S designee. All such documents relating to the perfonnance of obligations under this Agreement or money expended under this Agreement shall be open to the City's inspection and audit during the Developer's regular business hours or between 9:00 a.m. and 4 p.m., at the City'S discretion Non-merger. None of the tenns, covenants, agreements or conditions set forth in this Agreement shall be deemed to be merged with any deed conveying title to the Project ParceL Exemption of City. Neither this Agreement nor the obligations imposed upon the JEDC hereunder shall be or constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter provisions requiring the City to levy ad valorem taxes nor a lien upon any properties of the City. Payment of the REV Grant by the City is subject to the availability of lawfully appropriated funds. If funds are not available pursuant to a lawful appropriation thereof by the City Council, this Agreement shall be void and the City and JEDC shall have no further obligations hereunder Parties to Agreement; Successors and Assigns. This is an agreement solely between the JEDC, the City and Developer. The execution and delivery hereof shall not be deemed to confer any rights or privileges on any person not a party hereto. This Agreement shall be binding upon Developer, and Developer's successors and assigns, and shall inure to the benefit of the City and JEDC, and their successors and assigns. However, Developer shall not assign, transfer or encumber its rights or obligations hereunder or under any document executed in connection herewith, without the prior written consent of the City and the JEDC, which consent may be withheld in the sole discretion of the City and JEDC. 1 Venue; Applicable Law. rights, obligations and remedies of the parties under shall be interpreted and governed in all respects by the laws of the State of Florida. All legal actions arising out of or connected with this Agreement must be instituted in the Circuit Court of Duval County, Florida, or in the Federal District Court for the Middle District of Florida, Jacksonville Division. The laws of the State of Florida shall govern the interpretation and enforcement of this

21 11.28 Civil Rights. The Developer agrees to comply with all of the terms and requirements of the Civil Rights Act of 1964, as amended, and the Civil Rights Act of 1968, as amended, and the antidiscrimination provisions of Chapter 126, Part 4, of the City Ordinance Code, and further agrees that in its operation under this Agreement it will not discriminate against anyone on the basis ofrace, color, age, disability, sex or national origin Further Assurances. Developer will, on request of the City or JEDC, (a) (b) (c) (d) promptly correct any defect, error or omission herein or in any document executed in connection herewith (collectively the "Project Documents"); execute, acknowledge, deliver, procure, record or file such further instruments and do such further acts deemed necessary, desirable or proper by the City to carry out the purposes of the Project Documents and to identify and subject to the liens of the Project Documents any property intended to be covered thereby, including any renewals, additions, substitutions replacements, or appurtenances to the subject property; execute, acknowledge, deliver, procure, file or record any documents or instruments deemed necessary, desirable or proper by the City to protect the liens or the security interest under the Project Documents against the rights or interests of third persons; and provide such certificates, documents, reports, information, affidavits and other instruments and do such further acts deemed necessary, desirable or proper by the City to carry out the purposes of the Project Documents Exhibits. In the event of a conflict between any provisions of this Agreement and any exhibit attached to or referenced in this Agreement, the provisions of this Agreement shall govern Construction. All parties acknowledge that they have had meaningful input into the terms and contained in this Agreement Developer further acknowledges that it had ample this Agreement doubtful ambiguous provisions contained the party who the Agreement. Captions and headings in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement. 21

22 11.32 Further Authorizations. The parties acknowledge and agree that the Mayor of the City, or his designee, and the City's Corporation Secretary and the Chairman or Executive Director of JEDC, or their respective designees, are hereby authorized to execute any and all other contracts and documents and otherwise take all necessary a ction in connection with this Agreement and the Ordinance enacted to authorize this Agreement (the "Ordinance"). IN \VITNESS WHEREOF, this Agreement is executed the day and year above written. CITY~~CKSO carthur,jr. Corporation Secretary WITNESS: By:~~~ John Peyton, Mayor Date:,, 9-tJ \;)- JACKSONVILLE ECONOMIC D VELOPMENT COMMISSION WITNESS: GERDAU AMERISTEEL US INC, a Florida corporation IN COMPLIANCE WITH the Charter of the City of Jacksonville, I do certify that there is or will be an unexpended, unencumbered and unimpounded balance in the appropriation sufficient to cover the foregoing Agreement in accordance with the terms and conditions thereof and that provision has been made the payment the monies provided therein to be paid.

23 FOR1v1 APPROVED: o lce of the General Counsel '+, 3/221200SG:\Gov't Operations\Juliana\JEDC\Gerdau Ameristeel\Redevelopment Agreement v7 clean S.doc

24 LIST OF EXHIBITS Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Legal Description of the Project Parcel Improvements JSEB Reporting Form Community Service Commitment Annual Survey Job Report

25 FIRST AMENDMENT TO REDEVELOPMENT AGREEMENT WHEREAS, the CITY OF JACKSONVILLE, a municipal corporation and political subdivision of the State of Florida (the "City"), the JACKSONVILLE ECONOMIC DEVELOPMENT COMMISSION (the "JEDC"), and GERDAU AMERISTEEL US INC, a Florida corporation (the "Developer"), entered into that certain Redevelopment Agreement dated effective May 9, 2005 (the "Agreement"); WHEREAS, the Agreement was authorized by Ordinance E of the City Council of Jacksonville, which further authorized "technical" modifications to the Agreement (which by definition therein includes changes to the schedule and scope of performance), subject to appropriate legal review and approval of the General Counsel, or his designee and other appropriate action required by law; WHEREAS, pursuant to Section 11.6 of the Agreement, the Agreement may be amended by the parties thereto only upon the execution of a written amendment or modification signed by the parties; WHEREAS, the Developer has been delayed in completing the purchase and installation of new machinery and equipment; and WHEREAS, the parties have agreed to amend Performance Schedule; now therefore: IN CONSIDERATION of said Agreement and for other good and valuable consideration, the parties agree as follows: 1. The date for "Completion of Construction," as set forth in Section 3.1 of the Redevelopment Agreement, is hereby amended to delete the phrase "on or before April 30, 2008" and to replace such phrase with the following: "June 30,2010." SA VE AND EXCEPT as specifically and expressly amended herein, the terms and conditions of the Agreement shall remain in full force and effect. Capitalized terms used in this First Amendment, but not defined herein, shall be defined as set forth in the Agreement.

26 IN vvitness WHEREOF, this First Amendment to Redevelopment Agreement is executed this ~~ day of ~ WITNESS: By: ---=-"-_ Ronald D. Barton Executive Director Gerdau Ameristeel US Inc. Print Name: Ufp, 1"'Jjt'k? Office of General Counsel

27 ~iacr fhvld a SECOND AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT This SECOND AMENDMENT T<}ECON~LVELOPMENT AGREEMENT (this "Amendment") is entered into thi~_ day of, 2017, but made effective as of January I, 2016 (the "Effective Date"), between the I OF JACKSONVILLE, a municipal corporation and a political subdivision of the State of Florida (the "City") and GERDAU AMERISTEEL US INC, a Florida corporation (the "Developer"). All capitalized terms not otherwise defined herein shall have the meaning as set forth in the RDA, as defined below. RECITALS: WHEREAS, the City and Developer have previously entered into that certain Redevelopment Agreement dated May 9, 2005, as amended by that certain First Amendment to Redevelopment Agreement dated August 28, 2009 (the "RDA"), as authorized by Ordinance E, to support the modernization and retrofitting of the Developer's operations in Jacksonville, and providing certain incentives in connection with the Project, as further detailed in the RDA; and WHEREAS, the RDA has been amended one time previously; and WHEREAS, the RDA, in part, provides a REV Grant to Developer in the maximum, not-to-exceed amount of $3,000,000, calculated based upon Annual Project Revenues, which is defined in part to include all municipal and county ad valorem taxes paid by any taxpayer with respect to all real property and tangible personal property comprising the Project; and WHEREAS, the RDA requires the Developer to retain 281 Permanent Jobs and create at least 4 new Permanent Jobs (for a total of285 Permanent Jobs created and retained) and to retain the 285 Permanent Jobs for the ten-year term of the REV Grant, which expires in 2020; and WHEREAS, any shortfall in the 285 Permanent Jobs retention requirement results in a proportionate reduction in the annual REV Grant payment to Developer, and for any year the Developer has not maintained 260 Pennanent Jobs, the Developer is not eligible for a REV Grant payment for that year; and WHEREAS, the Developer has leased to a third party tenant (the "Tenant") the right to use certain equipment of the Developer at the Project Parcel, and in connection therewith, certain employees of Developer were terminated and subsequently hired by Tenant to operate the equipment on the Project Parcel; and WHEREAS, Developer has requested and the City has agreed to amend the language of the RDA to allow employees hired by Tenant (and any additional tenants in the future) to be counted as Pennanent Jobs under the RDA, provided they otherwise qualify as such under the RDA; and WHEREAS, the parties wish to amend the RDA consistent with the foregoing, with all other terms and conditions of the RDA remaining in full force and affect;

28 NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledge, City and Developer hereby covenant and agree as follows: I. The foregoing recitals are true and correct and are hereby incorporated herein by this reference. 2. Paragraph 5.1 of the RDA regarding the Job Creation and Retention Activities is hereby deleted in its entirety and replaced with the following language: "5.1 Job Creation or Retention Activities. The Project will result in the retention of at least 281 Permanent Jobs and the creation of at least 4 Permanent Jobs new to the City and the State (the "New Jobs") with an average annual salary of $50,000 (for a total of at least 285 Permanent Jobs) at the Project site within 12 months of the Completion of Construction of the Project in accordance with the Performance Schedule. For the purposes of this Agreement, "Permanent Job" means any full-time equivalent job position created to be maintained for a minimum of two years. An "employee" of Developer means any person employed by Developer, by any tenant of Developer who is leasing equipment or other property at the Project Parcel (the "Tenants"), or by any employee leasing company (or other similar third-party employer) to fill a Permanent Job position at the Project Parcel. It is acknowledged and agreed that any of the New Jobs may be filled, in Developer's discretion, by persons employed by Developer, the Tenants, or by persons employed by any employee leasing company selected by Developer or the Tenants. The parties acknowledge and agree that it may be necessary for Developer, the Tenants or any such third-party employer to commence the recruitment, interviewing, consideration, selection and training of prospective employees to fill such New Jobs, or to hire employees, in sufficient time to commence its operations as soon as possible after completion of the Project. In the event that notwithstanding the City'S best efforts, the Developer, the Tenants or any such third-party employer found or finds it necessary to recruit, interview, consider, select or train any persons, or fill any New Jobs to be created in the City as a result of this Agreement, before execution of this Agreement, such New Jobs shall not be considered or deemed to lose their status as New Jobs created in the City as a result of the Project and such persons shall not be considered or deemed to lose their status as persons, or, in applicable cases, low and moderate income persons, to which such New Jobs have been made available or who hold such New Jobs. The City's Office of Economic Development shall annually provide the reporting forms to the Developer and Developer shall return the completed forms to the Office of Econom ic Development ("OED") within 30 days after receipt of the forms. The jobs requirement will be assessed annually throughout the term of the REV Grant by the OED for potential reimbursement purposes and to determine compliance with the 285 person Permanent Job maintenance requirement." SAVE AND EXCEPT as expressly amended by this instrument, the provisions, terms and conditions in said RDA shall remain unchanged and shall continue in full force and effect. 2