APPROVAL OF BILLS PAYABLE, CHANGE ORDERS AND PAY REQUESTS Approval of Bills in Amount of $83,741.11

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1 CITY OF CARLISLE REGULAR CITY COUNCIL MEETING AGENDA Monday, 22 January 2018; 6:30 P.M Carlisle City Hall Council Chamber, 195 N. 1 st St. The following agenda items will be considered: CALL MEETING TO ORDER PLEDGE OF ALLEGIANCE Consider RESOLUTION APPOINTING COUNCIL MEMBER CONSENT AGENDA & POSSIBLE ACTION (Council may pull any item on consent agenda for separate action) Approve Special City Council Minutes for 2 January 2018 Approve Regular City Council Minutes for 8 January 2018 Receive and File Planning and Zoning Commission Minutes for 15 January 2018 Receive and File MEAN Financials for November 2017 Approve Special Event Application for Carlisle PTO for Color Fun Run on 19 May 2018 Receive and File Police Department December 2017 Report APPROVAL OF BILLS PAYABLE, CHANGE ORDERS AND PAY REQUESTS Approval of Bills in Amount of $83, CITIZEN PARTICIPATION (Please approach podium and state name and address. Comments limited to 3 minutes.) OLD AND NEW BUSINESS & POSSIBLE ACTION Public Hearing on Development Agreement Between City of Carlisle and Park Holdings, LC. Consider Approval of RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF CARLISLE AND PARK HOLDINGS, L.C. Consider Approval of RESOLUTION AUTHORIZING ADVANCEMENT OF COSTS FOR AN URBAN RENEWAL PROJECT AND CERTIFICATION OF EXPENSES INCURRED BY THE CITY FOR PAYMENT UNDER IOWA CODE SECTION Consider First Reading of AN ORDINANCE PROVIDING THAT GENERAL PROPERTY TAXES LEVIED AND COLLECTED EACH YEAR ON CERTAIN PROPERTY LOCATED WITHIN THE GATEWAY URBAN RENEWAL AREA, IN THE CITY OF CARLISLE, COUNTY OF POLK, STATE OF IOWA, BY AND FOR THE BENEFIT OF THE STATE OF IOWA, CITY OF CARLISLE, COUNTY OF POLK, CARLISLE COMMUNITY SCHOOL DISTRICT, AND OTHER TAXING DISTRICTS, BE PAID TO A SPECIAL FUND FOR PAYMENT OF PRINCIPAL AND INTEREST ON LOANS, MONIES ADVANCED TO AND INDEBTEDNESS, INCLUDING BONDS ISSUED OR TO BE ISSUED, INCURRED BY THE CITY IN CONNECTION WITH THE GATEWAY URBAN RENEWAL AREA (PARK HOLDINGS PARCEL) Consider waiving Second and Third Readings Page 1 of 2

2 Public Hearing on Rezoning Application for 130 Pennsylvania Street from R-1, Single Family Residential District to R-3, Multi-Family Residential District Consider Approval of First Reading of AN ORDINANCE AMENDING THE ZONING ORDINANCES OF THE CITY OF CARLISLE, IOWA, 2014 (130 Pennsylvania Street) Consider Waiving Second and Third Readings Consider Approval of Plans for Improvements to Lindhart Park by Carlisle Girls Softball League Consider Approval of Approve RESOLUTION TO NAME REPRESENTATIVES TO NEBRASKA MUNICIPAL POWER POOL MEMBERS COUNCIL Consider Approval of Selling 1993 Pierce Fire Truck to Rhea County Fire Department, Tennessee for $9,500 Consider Approval of Joint Purchase of Van to Transport Prisoners (Carlisle Cost: $8,500) Consider Setting Saturday, February 3, 2018 at 8:00 AM for Special Workshop on FY2019 Budget CITY ADMINISTRATOR REPORT MAYOR AND COUNCIL REPORTS CITY ATTORNEY REPORT UPCOMING MEETINGS AND EVENTS INFORMATION ADJOURNMENT ** PLEASE NOTE THAT THIS AGENDA MAY CHANGE UP TO 24 HOURS PRIOR TO THE MEETING ** This institution is an equal opportunity provider and employer. If you wish to file a Civil Rights program complaint of discrimination, complete the USDA Program Discrimination Complaint Form, found online at or at any USDA office, or call (866) to request the form. You may also write a letter containing all of the information requested in the form. Send your completed complaint form or letter to us by mail at U.S. Department of Agriculture, Director, Office of Adjudication, 1400 Independence Avenue, S.W., Washington, D.C , by fax (202) or at program.intake@usda.gov. Page 2 of 2

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4 RESOLUTION NO. RESOLUTION APPOINTING COUNCIL MEMBER WHEREAS, A Council vacancy has occurred as a result of the election of Drew Merrifield to the position of Mayor; and WHEREAS, by vote of the Council at its meeting on the 2 nd day of January 2018 the Council approved and directed that a Notice of Intent to fill the Council vacancy by appointment be published in the paper and that said appointment be made at the City Council meeting on the 22 nd day of January 2018; and WHEREAS, City Council has interviewed the applicants for the vacant Council position and have determined that is the best person to fill the vacancy. NOW THEREFORE, BE IT RESOLVED, by the City Council of the City of Carlisle, Iowa that be appointed as Council person to fill the term of Drew Merrifield until the next regular election pursuant to Iowa Code Section (2)(A)(2) of the Code of Iowa. PASSED AND APPROVED this day of, ATTEST: Drew Merrifield, MAYOR Martha Becker, CITY CLERK

5 Memo To: From: Mayor and City Council Andrew J. Lent, City Administrator Date: Re: City Council Meeting, Monday, 22 January 2018 If you have any questions concerning an item on the agenda, please call me at Old and New Business: Consider Resolution to Fill Vacancy on Carlisle City Council by Appointment: The City received 4 applications to fill the vacancy on the Carlisle City Council. The City Council will meet prior to the regular meeting to talk with each of the applicants. A decision then will be made on who will be selected to fill the Council vacancy. Public Hearing and Resolution to Approve Development Agreement Between City of Carlisle and Park Holdings, LC.: The development agreement calls for ten years of 100 percent TIF rebate, forgiveness of water and sewer connections, and an economic development grant of $13,000. The grant was negotiated in a meeting in which I attended with Mayor Merrifield and former Mayor Randleman last year along with Todd Isley and Joe Butler. The economic development grant was negotiated due to a loss that Park Holdings was experiencing in construction due to a delay in getting platting done. The economic development grant will be recoverable with TIF revenues. Consider Approval of RESOLUTION AUTHORIZING ADVANCEMENT OF COSTS FOR AN URBAN RENEWAL PROJECT AND CERTIFICATION OF EXPENSES INCURRED BY THE CITY FOR PAYMENT UNDER IOWA CODE SECTION : This resolution authorizes the economic development grant to Park Holdings and to make it recoverable through TIF revenue. Consider First Reading of Ordinance (Park Holdings Parcel): In order to collect the TIF revenues to make the payments as specified under the agreement in the last item, an ordinance must be adopted to allow for the collection. Council may waive the second and third readings of this ordinance.

6 Public Hearing on Rezoning Application for 130 Pennsylvania Street from R-1, Single Family Residential District to R-3, Multi-Family Residential District and Consider Approval of First Reading of AN ORDINANCE AMENDING THE ZONING ORDINANCES OF THE CITY OF CARLISLE, IOWA, 2014 (130 Pennsylvania Street): This is the required public hearing and ordinance for the rezoning of the McCaughey residence from R-1, Single Family Residential to R-3, Multi-Family Residential to allow the use of the home by Ruth Harbor Ministries for a home for unwed mothers. The Planning and Zoning Commission recommends approval of the ordinance. Consider Approval of Plans for Improvements to Lindhart Park by Carlisle Girls Softball League: The Girls Softball League was at the January 8 Council meeting to ask for the Council support of plans to make accessibility improvements to Lindhart Park. They are planning to apply for a Prairie Meadows grant for the funding and will provide the match for the grant. Council asked for the members to return to the January 22 meeting with quotes and plans. Consider Approval of Approve RESOLUTION TO NAME REPRESENTATIVES TO NEBRASKA MUNICIPAL POWER POOL MEMBERS COUNCIL: This resolution will appoint me and Todd Kielkopf as primary and alternate members to the NMPP member s council. NMPP is the parent organization of MEAN. Todd has been very faithful in attending MEAN and NMPP meetings on behalf of the City of Carlisle. He normally attends the meetings since the meetings are out of state and require a lot of travel time to reach. I recommend approval of this resolution. Consider Approval of Selling 1993 Pierce Fire Truck to Rhea County Fire Department, Tennessee for $9,500: Chief Glover has been advertising the old fire truck on-line for several weeks. We were hoping to get a bid closer to $15,000, but received one bid at $9,500. A memo from Chief Glover is included in the packet. Consider Approval of Joint Purchase of Van to Transport Prisoners (Carlisle Cost: $8,500): With an anticipation of the County leasing temporary holding trailers, the Sheriffs office would like the three major cities to joint purchase a van. The city manager from Norwalk came up with the following breakdown based on arrests, valuation and population: Carlisle $8,500 Norwalk $17,000 Indianola $24,500 Consider Setting Saturday, February 3, 2018 at 8:00 AM for Special Workshop on Budget: This third budget workshop is in case we need to discuss further the general fund revenue and expenses.

7 CITY OF CARLISLE REGULAR CITY COUNCIL MEETING MINUTES Monday, 8 January 2018; 6:30 P.M. Carlisle City Hall Council Chamber 195 North First Street, Carlisle, Iowa Elected Officials present were Mayor Drew Merrifield, Council Members Dan McCulloch, Eric Goodhue, Rob VanRyswyk and Doug Hammerand constituting a quorum. Also present were City Administrator Andy Lent, City Clerk Martha Becker, Police Chief Matthew Koch, Electric Superintendent Donald Miller, Parks Superintendent Ronda Frost and City Attorney Robert Stuyvesant. Mayor Merrifield called the meeting to order at 6:30 P.M. The Pledge of Allegiance was recited. CONSENT ITEMS: Motion by McCulloch, seconded by Goodhue to APPROVE THE FOLLOWING CONSENT ITEMS. Approve Regular City Council Minutes for 27 December 2017 Approve Organizational City Council Minutes for 2 January 2018 Approve Resolution , A Tax Abatement Application for Kurt and Christine Townsend, 1005 Woodland Drive Receive and File Electric Department Report Receive and File MEAN November 2017 Minutes Packet Receive and File Board of Adjustment Minutes for 28 December 2017 Motion carried unanimously on a roll call vote. APPROVAL OF BILLS PAYABLE, CHANGE ORDERS AND PAY REQUESTS Motion by Hammerand, seconded by Van Ryswyk to approve bills in the amount of $18, Motion carried unanimously on a roll call vote. Lauren Nitchals-Clark spoke to Council regarding the closeout of the NW Water Main Extension Project. Nitchals-Clark noted that the final work was completed on 5 December 2017 and that Max Smith Construction submitted a check for $6, to ensure completion of some seeding and restoration items next spring. Upon completion of the work the money will be returned to Max Smith Construction. Van Ryswyk added that if all contractors were like Max Smith Construction we would have no problems. Motion by Van Ryswyk, seconded by Hammerand to approve Resolution , A RESOLUTION TO APPROVE CHANGE ORDER 4 FOR NW WATER MAIN EXTENSION PROJECT (Decrease of $30,982.00). Motion carried unanimously on a roll call vote.

8 Motion by Goodhue, seconded by Van Ryswyk to approve Pay Estimate #5 for the NW Water Main Extension Project in the Amount of $35, to Max Smith Construction. Motion carried unanimously on a roll call vote. Motion by Van Ryswyk, seconded by Hammerand to approve Pay Estimate #6 for the NW Water Main Extension Project in the Amount of $46, to Max Smith Construction. Motion carried unanimously on a roll call vote. Motion by Goodhue seconded by McCulloch to approve Acceptance of NW Water Main Extension Project. Motion carried unanimously on a roll call vote. Justin Miller from McClure Engineering was present to discuss the Closeout of 5th Street Culvert Replacement Project. Council noted that they would like to see changes as they happen during the project. Motion by Goodhue, seconded by Van Ryswyk to approve Resolution , A RESOLUTION TO APPROVE CHANGE ORDER 1 FOR 5TH STREET CULVERT REPLACEMENT PROJECT. Motion carried unanimously on a roll call vote. Motion by Goodhue, seconded by McCulloch to approve Pay Estimate #2 for the 5th Street Culvert Replacement Project in the Amount of $1, to J&K Contracting, LLC. Motion carried unanimously on a roll call vote. Motion by Goodhue, seconded by McCulloch to approve Resolution , A RESOLUTION TO APPROVE CHANGE ORDER 2 FOR 5TH STREET CULVERT REPLACEMENT PROJECT. Motion carried unanimously on a roll call vote. Motion by Goodhue, seconded by McCulloch to approve Consider Approval of Pay Estimate #3 for the 5th Street Culvert Replacement Project in the Amount of $11, to J&K Contracting, LLC. Motion carried unanimously on a roll call vote Motion by Van Ryswyk, seconded by McCulloch to approve Acceptance of 5th Street Culvert Replacement Project. Motion carried unanimously on a roll call vote. CITIZEN PARTICIPATION: None Motion by Goodhue, seconded by Van Ryswyk to Remove from Table and Consider Request from Girls Softball League for Improvements to Lindhart Park. Motion carried unanimously on a roll call vote. Shawna Johnson-Miers spoke to Council regarding improvements to Lindhardt Park. She explained that the Girls Softball League will be applying for a grant through Prairie Meadows and that the money will be used to install paved pathways from the concession stand to the fields making them ADA compliant. There was continued discussion from Council regarding the project and deadlines for the submission of the grant. Council would like to revisit the topic at

9 the regular Council meeting on 22 January 2018 after the Softball League has gathered quotes for the cost of the project. Lent explained to Council that there are right-of-way and easement acquisition plats that will need to be done that were not in the original total from Snyder and Associates. The amended amount is for $7, Motion by Hammerand, seconded by McCulloch to approve Resolution , A RESOLUTION APPROVING ENGINEERING SERVICES AGREEMENT AMENDMENT WITH SNYDER & ASSOCIATES, INC. FOR SCHOOL STREET IMPROVEMENTS, PHASE 1 PROJECT. Motion carried unanimously on a roll call vote. Motion by Goodhue, seconded by VanRyswyk to approve Resolution , A RESOLUTION APPROVING POLICE OFFICER REIMBURSEMENT AGREEMENT with changes to paragraph #2 to state that the agreement starts when the officer is initially employed, not on graduating the ILEA. Motion carried unanimously on a roll call vote CITY ADMINISTRATOR REPORT Lent informed Council that he will be talking with property owners where the city needs to purchase right-of-way or permanent easements on School Street. Lent also spoke to Council that he is working with PFM on a pre-levy for a bond to borrow money for School Street. The amount for School Street will now be $630,000 to reserve a spot in the budget to levy for bond payments in FY2019. Lent explained that he hoped to keep the School Street cost to $800,000 but it would seem to be close to $1 million with construction and engineering. Lent made note that the DART commission has made a decision that if any city leaving DART at this time and wishes to return, the city will be charged the amount of property taxes that would have been collected during the city s withdrawal. MAYOR AND COUNCIL REPORTS Hammerand: None Goodhue noted that he met with Superintendent Amos regarding a special election for the school district that will be held on 3 April 2018 for $17 million General Obligation Bond for district wide improvements which will include an indoor activity center at the high school. Goodhue explained that it will be a tax levy neutral bond and will not raise the tax levy. McCulloch reviewed some statistics and facts from the MEAN report with Council. McCulloch also noted that he liked the article for Carlisle in the Warren County economic development insert in the Business Record. Van Ryswyk: None Mayor Merrifield noted that he will be attending some meetings and will have updates for Council. CITY ATTORNEY REPORT Stuyvesant discussed Warren County s proposed land purchase for the jail. There was discussion regarding the cost of the property and the proposed location. Stuyvesant also noted that the jail inspector was supposed to have come last week as opposed to the end of the month. Chief Koch explained that as of last week there were no inmates housed at the jail because the facility did not meet fire code. There was continued discussion from Council, Mayor and

10 Stuyvesant regarding the property and the upcoming bond for the new jail. Stuyvesant thanked Council for his reappointment as City Attorney. UPCOMING MEETINGS AND EVENTS Budget Workshop 13 January :00 am. INFORMATION None ADJOURNMENT Motion by McCulloch, seconded by Goodhue to adjourn at 7:13 pm. Motion carried unanimously on roll call vote. Drew Merrifield, Mayor Martha Becker, City Clerk NOTE: Minutes are unofficial until approved by Council-final approval may include corrections as necessary

11 CITY OF CARLISLE REGULAR CITY COUNCIL MEETING MINUTES Monday, 8 January 2018; 6:30 P.M. Carlisle City Hall Council Chamber 195 North First Street, Carlisle, Iowa Elected Officials present were Mayor Drew Merrifield, Council Members Dan McCulloch, Eric Goodhue, Rob VanRyswyk and Doug Hammerand constituting a quorum. Also present were City Administrator Andy Lent, City Clerk Martha Becker, Police Chief Matthew Koch, Electric Superintendent Donald Miller, Parks Superintendent Ronda Frost and City Attorney Robert Stuyvesant. Mayor Merrifield called the meeting to order at 6:30 P.M. The Pledge of Allegiance was recited. CONSENT ITEMS: Motion by McCulloch, seconded by Goodhue to APPROVE THE FOLLOWING CONSENT ITEMS. - Approve Regular City Council Minutes for 27 December Approve Organizational City Council Minutes for 2 January Approve Resolution , A Tax Abatement Application for Kurt and Christine Townsend, 1005 Woodland Drive - Receive and File Electric Department Report - Receive and File MEAN November 2017 Minutes Packet - Receive and File Board of Adjustment Minutes for 28 December 2017 Motion carried unanimously on a roll call vote. APPROVAL OF BILLS PAYABLE, CHANGE ORDERS AND PAY REQUESTS Motion by Hammerand, seconded by Van Ryswyk to approve bills in the amount of $18, Motion carried unanimously on a roll call vote. Lauren Nitchals-Clark spoke to Council regarding the closeout of the NW Water Main Extension Project. Nitchals-Clark noted that the final work was completed on 5 December 2017 and that Max Smith Construction submitted a check for $6, to ensure completion of some seeding and restoration items next spring. Upon completion of the work the money will be returned to Max Smith Construction. Van Ryswyk added that if all contractors were like Max Smith Construction we would have no problems. Motion by Van Ryswyk, seconded by Hammerand to approve Resolution , A RESOLUTION TO APPROVE CHANGE ORDER 4 FOR NW WATER MAIN EXTENSION PROJECT (Decrease of $30,982.00). Motion carried unanimously on a roll call vote.

12 Motion by Goodhue, seconded by Van Ryswyk to approve Pay Estimate #5 for the NW Water Main Extension Project in the Amount of $35, to Max Smith Construction. Motion carried unanimously on a roll call vote. Motion by Van Ryswyk, seconded by Hammerand to approve Pay Estimate #6 for the NW Water Main Extension Project in the Amount of $46, to Max Smith Construction. Motion carried unanimously on a roll call vote. Motion by Goodhue seconded by McCulloch to approve Acceptance of NW Water Main Extension Project. Motion carried unanimously on a roll call vote. Justin Miller from McClure Engineering was present to discuss the Closeout of 5th Street Culvert Replacement Project. Council noted that they would like to see changes as they happen during the project. Motion by Goodhue, seconded by Van Ryswyk to approve Resolution , A RESOLUTION TO APPROVE CHANGE ORDER 1 FOR 5TH STREET CULVERT REPLACEMENT PROJECT. Motion carried unanimously on a roll call vote. Motion by Goodhue, seconded by McCulloch to approve Pay Estimate #2 for the 5th Street Culvert Replacement Project in the Amount of $1, to J&K Contracting, LLC. Motion carried unanimously on a roll call vote. Motion by Goodhue, seconded by McCulloch to approve Resolution , A RESOLUTION TO APPROVE CHANGE ORDER 2 FOR 5TH STREET CULVERT REPLACEMENT PROJECT. Motion carried unanimously on a roll call vote. Motion by Goodhue, seconded by McCulloch to approve Consider Approval of Pay Estimate #3 for the 5th Street Culvert Replacement Project in the Amount of $11, to J&K Contracting, LLC. Motion carried unanimously on a roll call vote Motion by Van Ryswyk, seconded by McCulloch to approve Acceptance of 5th Street Culvert Replacement Project. Motion carried unanimously on a roll call vote. CITIZEN PARTICIPATION: None Motion by Goodhue, seconded by Van Ryswyk to Remove from Table and Consider Request from Girls Softball League for Improvements to Lindhart Park. Motion carried unanimously on a roll call vote. Shawna Johnson-Miers spoke to Council regarding improvements to Lindhardt Park. She explained that the Girls Softball League will be applying for a grant through Prairie Meadows and that the money will be used to install paved pathways from the concession stand to the fields making them ADA compliant. There was continued discussion from Council regarding the project and deadlines for the submission of the grant. Council would like to revisit the topic at

13 the regular Council meeting on 22 January 2018 after the Softball League has gathered quotes for the cost of the project. Lent explained to Council that there are right-of-way and easement acquisition plats that will need to be done that were not in the original total from Snyder and Associates. The amended amount is for $7, Motion by Hammerand, seconded by McCulloch to approve Resolution , A RESOLUTION APPROVING ENGINEERING SERVICES AGREEMENT AMENDMENT WITH SNYDER & ASSOCIATES, INC. FOR SCHOOL STREET IMPROVEMENTS, PHASE 1 PROJECT. Motion carried unanimously on a roll call vote. Motion by Goodhue, seconded by VanRyswyk to approve Resolution , A RESOLUTION APPROVING POLICE OFFICER REIMBURSEMENT AGREEMENT with changes to paragraph #2 to state that the agreement starts when the officer is initially employed, not on graduating the ILEA. Motion carried unanimously on a roll call vote CITY ADMINISTRATOR REPORT Lent informed Council that he will be talking with property owners where the city needs to purchase right-of-way or permanent easements on School Street. Lent also spoke to Council that he is working with PFM on a pre-levy for a bond to borrow money for School Street. The amount for School Street will now be $630,000 to reserve a spot in the budget to levy for bond payments in FY2019. Lent explained that he hoped to keep the School Street cost to $800,000 but it would seem to be close to $1 million with construction and engineering. Lent made note that the DART commission has made a decision that if any city leaving DART at this time and wishes to return, the city will be charged the amount of property taxes that would have been collected during the city s withdrawal. MAYOR AND COUNCIL REPORTS Hammerand: None Goodhue noted that he met with Superintendent Amos regarding a special election for the school district that will be held on 3 April 2018 for $17 million General Obligation Bond for district wide improvements which will include an indoor activity center at the high school. Goodhue explained that it will be a tax levy neutral bond and will not raise the tax levy. McCulloch reviewed some statistics and facts from the MEAN report with Council. McCulloch also noted that he liked the article for Carlisle in the Warren County economic development insert in the Business Record. Van Ryswyk: None Mayor Merrifield noted that he will be attending some meetings and will have updates for Council. CITY ATTORNEY REPORT Stuyvesant discussed Warren County s proposed land purchase for the jail. There was discussion regarding the cost of the property and the proposed location. Stuyvesant also noted that the jail inspector was supposed to have come last week as opposed to the end of the month. Chief Koch explained that as of last week there were no inmates housed at the jail because the facility did not meet fire code. There was continued discussion from Council, Mayor and

14 Stuyvesant regarding the property and the upcoming bond for the new jail. Stuyvesant thanked Council for his reappointment as City Attorney. UPCOMING MEETINGS AND EVENTS Budget Workshop 13 January :00 am. INFORMATION None ADJOURNMENT Motion by McCulloch, seconded by Goodhue to adjourn at 7:13 pm. Motion carried unanimously on roll call vote. Drew Merrifield, Mayor Martha Becker, City Clerk NOTE: Minutes are unofficial until approved by Council-final approval may include corrections as necessary

15 CITY OF CARLISLE, IOWA PLANNING AND ZONING COMMISSION MINUTES 7:00 PM, MONDAY 15 January 2018 CARLISLE CITY HALL MEMBERS PRESENT: Corey Oelberg, Bryan Holden, Jon Lins, Dane Wright MEMBERS ABSENT: Becky Peterson, Stephany Goodhue, Howard Goodhue, Chair Oelberg called the meeting to order at 7:05 PM a roll call was taken and it was determined that a quorum existed. Motion by Lins, seconded by Holden, to approve minutes from 18 December Motion carried unanimously. Mark McDougal from Ruth Harbor Ministries was present to present information on the rezoning application from Kenny and Bobbi McCaughey to rezone their house at 130 Pennsylvania Street from R-1 Single Family Residential to R-3, Multi-Family Residential District. The rezoning will allow the home to be purchased by Ruth Harbor to be used as a home for unwed mothers. A couple will permanently live at the house and host the women staying there temporarily. Ruth Harbor also provides services for those unwed mothers in the community who might not live at the house. There would be 4-6 women living at the house, depending on any children staying with the woman. Screening would be done to keep out those who have a violent history or have mental health issues they cannot handle. Ruth Harbor has been in existence for 16 years started by three women as a faith-based service. They have had no issues dealing with violent issues. They are currently recruiting for the couple to serve as house parents at this location. Bill Gustoff, Ruth Harbor Ministries, also spoke on the project. He thought that community members might also want to get involved with the project. A concern was brought forward about the number of vehicles to be located at the house. McDougal stated that very few of the mothers, due to their situation, will have vehicles. He stated that if the parking becomes an issue, they will take steps to correct the problem. Lent stated that parking by residents should be on Pennsylvania Street as that is the wider street. The Commission voiced concern that if the Council would approve the rezoning, that the zoning would be R-3 as long as Ruth Harbor Ministries owned the property. Otherwise the property would return to R-1, Single Family Residential. Mr. Gustoff addressed the issue of spot zoning and feels this situation did not meet the tests set by case law for this to be determined as spot zoning. Motion by Lins, seconded by Holden to recommend approval of the rezoning of 130 Pennsylvania Street from R-1 Single Family Residential to R-3, Multi-Family Residential, but that the rezoning would return to R-1 when the property is no longer owned by Ruth Harbor Ministries for providing services as presented at this time. Motion carried unanimously on a roll call vote.

16 No further business was necessary and on a motion by Wright, seconded by Holden, the meeting was adjourned at 7:58 PM on a unanimous vote. Respectfully Submitted, Andrew J. Lent City Administrator

17 Financial Statements For the Period Ended November 30, 2017

18 Municipal Energy Agency of Nebraska Financial Statements November 30, 2017 Table of Contents Page Balance Sheets 1 Statement of Revenues and Expenses Actual vs. Budget 2 Statement of Revenues and Expenses Actual vs. Prior Year 3 Statements of Cash Flows 4 Charts of Selected Financial Results 5 MEAN Overall Financial Results: Net revenue/(loss) in November was $221,000 compared to a budget of $180,000 for a positive variance of $40,000. A positive variance in Net Nonoperating Revenues/(Expenses) of $23,000 consisting primarily of increased investment return contributed to the positive net revenue variance. See below for further explanation of operating variances. Operating Revenues Operating revenues for November were $10.7M compared to a budget of $10.2M, 4.8% greater than budget. Revenues from Participant energy sales were greater than budget by $0.1M. Energy sales revenues from nonparticipants were greater than budgeted by $0.4M. More MWh s were sold in the East and the West due to favorable market conditions. Electric Energy Costs Total electric energy costs for November were $8.6M compared to a budget of $8.0M, 7.3% greater than budget. Purchased Power expenses for November were $6.8M compared to a budget of $6.4M, 5.5% greater than budget. Significant components of purchased power expense include: Contracted Purchases MWhs purchased from contracted resources were less than budget by 10.1% primarily due to decreased MWh generation from CNS, Louisa, and less wind MWh generation. The overall $/MWh was greater than budget by 9.3%. The combination of these factors resulted in an overall decrease in contracted purchases costs. o The decrease in CNS and Louisa MWh generation led to a direct decrease in fuel costs. o Less wind MWh generation led to a decrease in contracted energy costs. o Fairbury s committed facility was decommissioned in February leading to savings in capacity payments. This variance from budget will continue throughout the fiscal year. o WEC 2 O&M expenses were under budget due to decreased AQCS maintenance costs. These costs were slightly offset by the following: o Even though WEC 2 was offline all month, there were some fixed fuel handling costs that caused WEC 2 to have fuel costs greater than budget. o Louisa O&M expenses were greater than budget due to increased boiler plant maintenance and electric plant maintenance costs. o Laredo Ridge experienced compensable curtailments, resulting in increased A&G costs compared to budget. Market Activity Energy needs of Participants were greater than budget as noted above. This led to the total MWhs purchased for load in the RTO markets to also be greater than budget. $/MWh was slightly less than budget in SPP and greater than budget in MISO. This resulted in a net increase in total costs for purchases for load compared to budget. o MISO MWhs purchased were greater than budget at a higher $/MWh for higher costs. o SPP MWhs purchased were slightly less than budget at a slightly lower $/MWh for slightly less costs. Market MWh purchased in MISO were greater than budget and at a greater $/MWh as a result of market conditions resulting in an increase in expenses over budget. Market MWh purchased in SPP were

19 greater than budget but at a lower $/MWh resulting in an increase in expenses over budget. Overall, this contributed to the increase in sales to non-participants noted above. Market MWh purchased in the West were less than budget at a lower $/MWh resulting in a decrease in expenses over budget. Generation sales revenues received, which partially offset energy expense of related generation, were less than budget. o MISO units (WSEC4, WSEC4 Assignment and Louisa) net generated significantly more MWhs than budget but $/MWh received were less than budget. Overall, this led to an increase in MISO generation sales revenues received compared to budget. o SPP Market (IM) units (WEC1, PPGA WEC2, PPGA WEC2 Assignment and Wessington Springs) net generated less MWhs than budget but $/MWh received were greater than budget. This resulted in a decrease in SPP generation sales revenues received compared to budget. o SPP Market (BL) units (LRS Unit 1, NPPD CNS, NPPD GGS and NPPD wind facilities) net generated less MWhs than budget and $/MWh received were less than budget for a net decrease in generation sales revenues received compared to budget. Production expenses for November were $1.2M compared to a budget of $1.1M, 12.0% greater than budget. Significant components of production expense include: Produced MWhs generated from owned resources were 27.9% greater than budget; resulting in the overall $/MWh being less than budget. o WSEC4 continues to see MWh generation exceed budgeted expectations leading to increased fuel costs. In addition, O&M costs were greater than budget due to increased boiler plant, electric plant, and miscellaneous steam plant expenses. These costs were slightly offset by the following: o LRS 1 was offline all month resulting in savings in fuel costs. Transmission expenses for November were $638,000 compared to a budget of $534,000, 19.4% greater than budget. Significant variances include: Point-to-Point Long Term expenses were greater than budget due to increased costs related to transmission paths between SPP and MISO. Point-to-Point Short Term expenses vary from budget due to market conditions and availability of the Sidney tie. Availability of the Sidney tie allowed for greater usage of the Sidney tie in November compared to budget resulting in additional costs. Transmission in Dispute Transmission costs related to an ongoing transmission dispute are being recorded as an expense while the dispute is in litigation resulting in additional costs compared to budget. Operating Income/(Loss) November operating income/(loss) was $795,000 compared to a budget of $778,000 for a positive variance of $17,000.

20 Municipal Energy Agency of Nebraska Balance Sheets November 30, 2017 and 2016 Assets and Deferred Outflows of Resources Cash and Cash Equivalents $ 27,234,558 $ 22,731,999 Investments 17,692,109 16,539,010 Accounts Receivable 18,356,860 17,211,531 Prepaid Expenses and Other 166, ,039 Productive Capacity Operating Assets 3,422,840 4,595,321 Restricted Investments Debt Service Funds 5,153,948 4,804,304 Debt Service Reserve Funds 13,084,826 13,004,620 Total Restricted Investments 18,238,774 17,808,924 Contracts Receivable 1,254,858 2,274,483 Productive Capacity, Net 119,249, ,501,226 Capital Assets, Net 5,480,935 5,710,084 Costs Recoverable from Future Billings 41,381,198 42,343,695 Total Assets 252,478, ,881,310 Deferred Outflows of Resources Deferred Cost of Refunded Debt 9,193,299 9,679,687 Total Assets and Deferred Outflows of Resources $ 261,672,138 $ 262,560,997 Liabilities, Deferred Inflows of Resources and Net Position Current Liabilities Current Maturities of Long-Term Debt 2009 Series A Bonds $ 1,240,000 $ Series A Bonds 2,410,000 3,480, Series A and B Bonds 2,295,000 2,235,000 Total Current Maturities of Long-Term Debt 5,945,000 5,715,000 Accounts Payable and Accrued Expenses 11,444,623 9,554,048 Accrued Interest Payable 1,167, ,710 Total Current Liabilities 18,557,576 16,248,758 Long-Term Debt 2009 Series A Bonds 1,310,000 2,550, Series A Bonds 49,575,000 51,985, Series A and B Bonds 31,320,000 33,615, Series A Bonds 68,905,000 68,905,000 Total Long-Term Debt 151,110, ,055,000 Premium on Long-Term Debt 16,733,919 17,704,093 Total Liabilities 186,401, ,007,851 Deferred Inflows of Resources Deferred Revenue - Rate Stabilization RITA Funds 1,661,633 2,954,966 Capital Funds 3,440,448 3,459,367 General Funds 15,830,610 14,543,646 Total Deferred Revenue - Rate Stabilization 20,932,690 20,957,978 Net Position Net Position, Beginning of Year 47,942,094 47,764,198 YTD Net Revenue / (Loss) 6,395,858 2,830,969 Net Position 54,337,953 50,595,167 Total Liabilities, Deferred Inflows of Resources and Net Position $ 261,672,138 $ 262,560,997 1

21 Municipal Energy Agency of Nebraska Statement of Revenues and Expenses - Actual vs. Budget For Period Ended November 30, 2017 Current Month Fiscal YTD Fiscal Year Actual Budget + / - % + / - Actual Budget + / - % + / - Budget Electric Energy Sales - MWh's Schedule M 121, ,882 2, % 996, ,288 16, % 1,517,100 Schedule K 7,097 7,371 (274) -3.7% 61,081 61,603 (522) -0.8% 97,169 Schedule J 3,949 4,337 (389) -9.0% 25,984 29,934 (3,949) -13.2% 49,185 Non-Participants 23,129 8,760 14, % 211, ,032 99, % 149,272 Renewables - Wind 12,094 12,685 (591) -4.7% 76,713 74,279 2, % 127,215 Landfill Gas - Energy % % 1,008 Total Electric Energy Sales - MWh's 168, ,120 15, % 1,372,291 1,257, , % 1,940,949 Operating Revenues Electric Energy Sales Schedule M $ 8,441,582 $ 8,328,795 $ 112, % $ 69,189,211 $ 68,560,703 $ 628, % $ 104,415,714 Schedule K 605, ,946 (11,736) -1.9% 5,047,316 5,070,659 (23,343) -0.5% 7,799,216 Schedule J 201, ,730 (17,850) -8.1% 1,317,636 1,493,803 (176,167) -11.8% 2,433,026 Non-Participants 592, , , % 5,865,924 2,660,689 3,205, % 3,257,406 Renewables - Wind 616, ,947 (30,137) -4.7% 3,912,377 3,788, , % 6,487,946 Landfill Gas - Energy 3,426 3,426 (0) 0.0% 27,404 27,408 (4) 0.0% 41,112 Landfill Gas - Attributes 33,480 33, % 267, , % 401,760 Total Electric Energy Sales 10,494,784 10,002, , % 85,627,709 81,869,347 3,758, % 124,836,180 Transfer From / (Provision For) Rate Stab Rate Stabilization - General (63,837) (63,837) - 0.0% 1,059,100 1,059, % - Rate Stabilization - Capital 81,606 81, % 652, , % 979,275 Rate Stabilization - RITA 109, ,167 (0) 0.0% 873, ,336 (3) 0.0% 1,310,000 Total Trans From / (Prov For) Rate Stab 126, ,936 (0) 0.0% 2,585,283 2,585,284 (1) 0.0% 2,289,275 Other 38,973 43,562 (4,589) -10.5% 419, ,771 (40,600) -8.8% 683,695 Total Operating Revenues 10,660,693 10,172, , % 88,632,164 84,914,402 3,717, % 127,809,150 Operating Expenses Electric Energy Costs Purchased Power 6,798,853 6,441, , % 50,234,906 51,825,371 (1,590,465) -3.1% 77,612,779 Production 1,202,973 1,073, , % 12,002,461 11,359, , % 17,554,954 Transmission 637, , , % 5,182,183 4,301, , % 6,405,551 Total Electric Energy Costs 8,639,435 8,049, , % 67,419,550 67,486,617 (67,067) -0.1% 101,573,284 Administrative and General Payroll and Benefits 500, ,752 (21,780) -4.2% 3,926,133 4,182,016 (255,883) -6.1% 6,273,013 Internal Office 89,912 87,971 1, % 679, ,241 (162,962) -19.3% 1,344,191 Member 20,197 22,136 (1,939) -8.8% 263, ,203 4, % 339,948 Consultants and Outside Services 89, ,537 (43,773) -32.8% 1,068,561 1,312,498 (243,937) -18.6% 2,002,137 Total Administrative and General 700, ,396 (65,549) -8.6% 5,937,470 6,595,958 (658,488) -10.0% 9,959,289 Depreciation and Amortization 525, ,272 (53,053) -9.2% 4,216,205 4,626,176 (409,971) -8.9% 6,939,255 Total Operating Expenses 9,865,500 9,394, , % 77,573,225 78,708,751 (1,135,526) -1.4% 118,471,828 Operating Income/(Loss) 795, ,109 17, % 11,058,938 6,205,651 4,853, % 9,337,322 Nonoperating Revenues/(Expenses) Net Costs To Be Recovered in Future Periods (89,227) (87,062) (2,165) 2.5% (713,816) (696,496) (17,320) 2.5% (1,044,748) Investment Return 58,664 33,275 25, % 397, , , % 398,600 Interest Expense (543,943) (543,941) (2) 0.0% (4,351,541) (4,351,532) (9) 0.0% (6,527,312) Other % 4,891-4, % - Net Nonoperating Revenues/(Expenses) (574,332) (597,728) 23, % (4,663,080) (4,781,800) 118, % (7,173,460) Net Revenue / (Loss) $ 220,860 $ 180,381 $ 40, % $ 6,395,858 $ 1,423,851 $ 4,972, % $ 2,163,862 2

22 Municipal Energy Agency of Nebraska Statement of Revenues and Expenses - Actual vs. Prior Year For Period Ended November 30, 2017 and 2016 Month Fiscal YTD Current Prior Year + / - % + / - Current Prior Year + / - % + / - Electric Energy Sales - MWh's Schedule M 121, ,402 5, % 996, ,959 3, % Schedule K 7,097 7,619 (522) -6.8% 61,081 62,963 (1,882) -3.0% Schedule J 3,949 2,595 1, % 25,984 20,545 5, % Non-Participants 23,129 16,749 6, % 211, ,097 40, % Renewables - Wind 12,094 12,370 (275) -2.2% 76,713 78,582 (1,869) -2.4% Landfill Gas - Energy % % Total Electric Energy Sales - MWh's 168, ,818 12, % 1,372,291 1,326,817 45, % Operating Revenues Electric Energy Sales Schedule M $ 8,441,582 $ 8,265,289 $ 176, % $ 69,189,211 $ 68,166,443 $ 1,022, % Schedule K 605, ,345 4, % 5,047,316 4,869, , % Schedule J 201, ,567 71, % 1,317,636 1,026, , % Non-Participants 592, , , % 5,865,924 4,391,898 1,474, % Renewables - Wind 616, ,999 (16,189) -2.6% 3,912,377 4,015,216 (102,839) -2.6% Landfill Gas - Energy 3,426 3, % 27,404 25,516 1, % Landfill Gas - Attributes 33,480 33, % 267, , % Total Electric Energy Sales 10,494,784 10,107, , % 85,627,709 82,763,455 2,864, % Transfer From / (Provision For) Rate Stab Rate Stabilization - General (63,837) (108,651) 44, % 1,059,100 1,816,064 (756,964) -41.7% Rate Stabilization - Capital 81, ,667 (85,061) -51.0% 652,850 1,333,336 (680,486) -51.0% Rate Stabilization - RITA 109, ,000 4, % 873, ,000 33, % Total Trans From / (Prov For) Rate Stab 126, ,016 (36,080) -22.1% 2,585,283 3,989,400 (1,404,117) -35.2% Other Revenues 38,973 84,781 (45,809) -54.0% 419, ,045 (191,874) -31.4% Total Operating Revenues 10,660,693 10,355, , % 88,632,164 87,363,899 1,268, % Operating Expenses Electric Energy Costs Purchased Power 6,798,853 6,721,531 77, % 50,234,906 51,833,053 (1,598,147) -3.1% Production 1,202,973 1,141,149 61, % 12,002,461 11,666, , % Transmission 637, , , % 5,182,183 4,420, , % Total Electric Energy Costs 8,639,435 8,395, , % 67,419,550 67,920,271 (500,721) -0.7% Administrative and General Payroll and Benefits 500, ,534 55, % 3,926,133 3,533, , % Internal Office 89,912 62,368 27, % 679, ,869 (12,590) -1.8% Member 20,197 13,613 6, % 263, ,757 64, % Consultants and Outside Services 89, ,595 (51,830) -36.6% 1,068,561 1,240,093 (171,531) -13.8% Total Administrative and General 700, ,110 37, % 5,937,470 5,664, , % Depreciation and Amortization 525, ,636 (75,417) -12.6% 4,216,205 4,804,715 (588,510) -12.2% Total Operating Expenses 9,865,500 9,659, , % 77,573,225 78,389,451 (816,226) -1.0% Operating Income/(Loss) 795, ,348 98, % 11,058,938 8,974,449 2,084, % Nonoperating Revenues/(Expenses) Net Costs To Be Recovered in Future Periods (89,227) (65,539) (23,688) 36.1% (713,816) (830,722) 116, % Investment Return 58,664 33,615 25, % 397, , , % Interest Expense (543,943) (572,494) 28, % (4,351,541) (5,613,950) 1,262, % Other % 4,891 18,420 (13,529) -73.4% Total Nonoperating Revenues/(Expenses) (574,332) (604,418) 30, % (4,663,080) (6,143,479) 1,480, % Net Revenue / (Loss) $ 220,860 $ 91,931 $ 128, % $ 6,395,858 $ 2,830,969 $ 3,564, % 3

23 Municipal Energy Agency of Nebraska Statements of Cash Flows For Period Ended November 30, 2017 Current Fiscal Month YTD Cash Received From Participants and Customers Schedule M $8,057,755 $82,062,838 Schedule K 853,747 6,960,343 Schedule J 182,955 1,470,996 Service Schedule 196,006 2,143,585 Non-Participants 212,126 4,015,253 Other 75, ,773 9,578,151 97,292,787 Cash Paid To Suppliers (9,095,713) (81,446,457) Cash Received From (Paid To) Coalition Members, Net NMPP (660,838) (4,320,123) NPGA 2,076 17,401 ACE 2,669 22,328 Transfer from / (to) Escrow (88,470) (1,023,437) Debt Service Activity Transfer to Debt Service Accounts (1,079,393) (8,635,146) Interest Received On Debt Service Investments - 110,546 Additions of Productive Capacity (318,686) (2,012,982) Purchase of Capital Assets (34,320) (120,736) Purchases, Sales, and Maturities Of Investments, Net 250, ,963 Interest Received On Investments 35, ,093 Increase (Decrease) In Cash and Cash Equivalents (1,408,843) 496,235 Cash and Cash Equivalents, Beginning Of Period 28,643,401 26,738,323 Cash and Cash Equivalents, End Of Period $27,234,558 $27,234,558 4

24 Non Participants 6.7% Schedule J 1.5% Schedule K 5.8% Renewables Wind & Landfill Gas 4.8% Municipal Energy Agency of Nebraska Selected Financial Results Fiscal Year to Date Ended November 30, 2017 Actual Revenues By Type % of Total Revenues Excludes Rate Stabilization General & Capital Activity Rate Stabilization RITA 1.0% Investment Return & Other 0.9% Schedule M 79.2% Actual Expenses By Type % of Total Expenses Depreciation & Debt Service 11.2% A&G 7.2% Transmission 6.3% Production 14.5% Purchased Power 60.8% YTD Actual vs. Budget MILLIONS $100 $90 $80 $70 $60 $50 $40 $30 $20 $10 $0 $85.2 $89.0 $83.8 Total Revenues $82.6 Total Expenses Budget Actual 5

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44 Gateway Urban Renewal Plan ITEMS TO INCLUDE ON AGENDA CITY OF CARLISLE, IOWA January 22, :30 P.M. Public hearing on the proposal to enter into a Development Agreement with Park Holdings, L.C. Resolution approving and authorizing execution of a Development Agreement by and between the City of Carlisle and Park Holdings, L.C. IMPORTANT INFORMATION 1. The above agenda items should be included, along with any other agenda items, in the meeting agenda. The agenda should be posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the body holding the meeting. If no such office exists, the notice must be posted at the building in which the meeting is to be held. 2. If you do not now have a bulletin board designated as above mentioned, designate one and establish a uniform policy of posting your notices of meeting and tentative agenda. 3. Notice and tentative agenda must be posted at least 24 hours prior to the commencement of the meeting. NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE CITY. i

45 January 22, 2018 The City Council of the City of Carlisle in the State of Iowa, met in session, in the Council Chambers, City Hall, 195 N First Street, Carlisle, Iowa, at 6:30 P.M., on the above date. There were present Mayor, in the chair, and the following named Council Members: Absent: Vacant: * * * * * * * The Mayor announced that this was the time and place for the public hearing and meeting on the matter of the proposal to approve and authorize execution of a Development Agreement by and between the City of Carlisle and Park Holdings, L.C., and that notice of the proposed action by the Council to enter into said Agreement had been published pursuant to the provisions of Section of the City Code of Iowa. The Mayor then asked the Clerk whether any written objections had been filed by any City resident or property owner to the proposed action. The Clerk advised the Mayor and the Council that written objections had been filed. The Mayor then called for oral objections and were made. Whereupon, the Mayor declared the time for receiving oral and written objections to be closed. (Attach here a summary of objections received or made, if any) ii

46 The Council then considered the proposed action and the extent of objections thereto. Whereupon, Council Member introduced and delivered to the Clerk the Resolution hereinafter set out entitled "RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF CARLISLE AND PARK HOLDINGS, L.C.", and moved: that the Resolution be adopted. to defer action on the Resolution and the proposal to the meeting to be held at.m. on the day of, 2018, at this place. Council Member seconded the motion. The roll was called and the vote was, AYES: NAYS: Whereupon, the Mayor declared the measure duly adopted. iii

47 RESOLUTION NO. RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF CARLISLE AND PARK HOLDINGS, L.C. WHEREAS, by Resolution No , adopted July 13, 2015, amended by Resolution No , on May 22, 2017, and Resolution No on October 23, 2017, 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 Gateway Urban Renewal Plan (the "Urban Renewal Plan" or "Plan") for the Gateway Urban Renewal Area (the "Urban Renewal Area" or "Area") described therein, which Plan, as amended, is on file in the offices of the Polk and Warren County Recorders; and WHEREAS, it is desirable that properties within the Area be redeveloped as part of the overall redevelopment area covered by said Plan; and WHEREAS, the City has received a proposal from Park Holdings, L.C. (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 Gateway Urban Renewal Area as defined and legally described in the Agreement and consisting of the construction of an 8,100 square foot office park building, together with all related site improvements, as outlined in the proposed Development Agreement; and WHEREAS, the Agreement proposes that the City will make up to ten (10) consecutive annual payments of Economic Development Grants to Developer consisting of 100% of the Tax Increments pursuant to Iowa Code Section and generated by the construction of the Minimum Improvements, the cumulative total for all such payments not to exceed the lesser of $288,136, or the amount accrued under the formula outlined in the proposed Development Agreement, under the terms and following satisfaction of the conditions set forth in the Agreement; and WHEREAS, the Agreement further proposes that the City will make a one-time, Completion Grant payment of $13,000 to Developer conditioned on Developer s completion of the Minimum Improvements, under the terms and following satisfaction of the conditions set forth in the Agreement; and WHEREAS, the Agreement contemplates the City will waive the water and sewer connection fees for the Minimum Improvements, currently estimated to be $9,712, under the terms and following satisfaction of the conditions set forth in the Agreement; and WHEREAS, one of the obligations of Developer relates to employment retention and/or creation; and 1

48 WHEREAS, Iowa Code Chapters 15A and 403 authorize cities to make loans and 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 of the Iowa Code taking into account any or all of the factors set forth in Chapter 15A, 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 CARLISLE 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 loans and 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 2

49 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 of the Iowa Code, 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 22 nd day of January, ATTEST: Mayor City Clerk 3

50 CERTIFICATE STATE OF IOWA COUNTY OF POLK ) ) SS ) I, the undersigned City Clerk of the City of Carlisle, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the records of the City showing proceedings of the Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the Council hereto affixed this day of, City Clerk, City of Carlisle, State of Iowa (SEAL) \

51 DEVELOPMENT AGREEMENT BY AND BETWEEN CARLISLE, IOWA AND PARK HOLDINGS, L.C Execution Version

52 DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (the "Agreement") is entered into this day of, 2018, by and between the CITY OF CARLISLE, Iowa, a political subdivision (the "City") established pursuant to the Code of Iowa and acting under the authorization of Chapter 15A and Chapter 403 of the Code of Iowa, 2017, as amended, (the "Urban Renewal Act") and PARK HOLDING, L.C., an Iowa limited liability company having a mailing address at P.O. Box 150, 120 S. 1st St., Carlisle, Iowa, (the "Developer"). WITNESSETH: WHEREAS, in furtherance of the objectives of the Urban Renewal Act, the City has undertaken a program for the development of an economic development area in the City of Carlisle, Iowa, known as the Gateway Urban Renewal Area (the "Urban Renewal Area" or "Area"), which Area is described in the Gateway Urban Renewal Plan, approved for such Area by Resolution No on July 15, 2015, and as subsequently amended (the "Plan"); and WHEREAS, a copy of the foregoing Urban Renewal Plan, as amended, has been recorded among the land records in the offices of the Recorder of Warren County, Iowa and the Recorder of Polk County, Iowa; and WHEREAS, the Developer has owned, owns, or has an option to own certain real property located in the foregoing Urban Renewal Area as more particularly described in Exhibit A attached hereto (the "Development Property"); and WHEREAS, the Developer is willing to cause private commercial improvements ("Minimum Improvements") to be constructed on the Development Property, 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 applicable provisions of State and local laws and the Plan under which the foregoing project has been undertaken and is being assisted. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: ARTICLE I. DEFINITIONS Section 1.1 Definitions. In addition to other definitions set forth in this Agreement, all capitalized terms used and not otherwise defined herein shall have the following meanings unless a different meaning clearly appears from the context: Agreement means this Agreement and all exhibits hereto, as the same may be from time to time modified, amended or supplemented. Execution Version 2

53 Certificate of Completion means one or more certifications in the form of the certificate attached hereto as Exhibit C provided to the Developer pursuant to Section 3.4 of this Agreement. City means the City of Carlisle, Iowa. Code means the Code of Iowa, 2017, as amended. Construction Plans means the plans, specifications, drawings and related documents reflecting the construction work to be performed by the Developer on the Development Property. County means the County of Polk, Iowa. Developer means PARK HOLDINGS, L.C., an Iowa limited liability company, and its successors and assigns to the extent permitted in this Agreement. Development Property means that portion of the Urban Renewal Area of the City described in Exhibit A attached hereto. Economic Development Grants mean the Tax Increment payments to be made by the City to the Developer under Article VIII of this Agreement. Event of Default means any of the events described in Section 11.1 of this Agreement. First Mortgage means any Mortgage granted to secure any loan made pursuant to either a mortgage commitment obtained by the Developer from a commercial lender to fund any portion of the construction costs and initial operating capital requirements of the Minimum Improvements or all such Mortgages as appropriate. Full-Time Equivalent Employment Unit means the employment of one person: 1. For 8 hours per day for a 5-day, 40-hour workweek for 52 weeks per year, including paid holidays, vacations and other paid leave; or 2. The number of hours or days per week, including paid holidays, vacations and other paid leave, currently established by schedule, custom, or otherwise, as constituting a week of full-time work for the kind of service an individual performs for an employing unit, provided that the number of hours per week is at least 32 hours per week for 52 weeks per year including paid holidays, vacations, and other paid leave. For purposes of this definition, "employment of one person" means the employment of one natural person and does not include "job sharing" or any other means of aggregation or combination of hours worked by more than one natural person. Execution Version 3

54 Gateway Urban Renewal Area Tax Increment Revenue Fund means the special fund of the City created under the authority of Section (2) of the Code, as amended, and the Ordinance, which fund was created in order to pay the principal of and interest on loans, monies advanced to or indebtedness, whether funded, refunded, assumed or otherwise, or other obligations issued under the authority of Section or of the Code, incurred by the City to finance or refinance in whole or in part projects undertaken pursuant to the Gateway Urban Renewal Plan. Gateway Urban Renewal Plan or Urban Renewal Plan means the Gateway Urban Renewal Plan, as amended, approved in respect of the Gateway Urban Renewal Area of the City, described in the preambles hereof. Indemnified Parties means the City and the governing body members, officers, agents, servants and employees thereof. Minimum Improvements shall mean the construction of the private commercial improvements, together with all related site improvements as further outlined in Exhibit B attached hereto. Mortgage means any mortgage or security agreement in which the 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 the Developer under a policy or policies of insurance required to be provided and maintained by the Developer, as the case may be, pursuant to Article V of this Agreement and remaining after deducting all expenses (including fees and disbursements of counsel) incurred in the collection of such proceeds. Ordinance means the Ordinance under which the taxes levied on that portion of the Urban Renewal Area containing the Minimum Improvements and Development Property shall be divided and a portion paid into the Gateway Urban Renewal Area Tax Increment Revenue Fund. Park Holdings TIF Account means a separate account within the Gateway 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. Project means the construction of the Minimum Improvements on the Development Property, as described in this Agreement. State means the State of Iowa. Tax Increments means the property tax revenues with respect to the Minimum Improvements and Development Property that are divided and made available to the City for deposit in the Park Holdings TIF Account of the Gateway Urban Renewal Area Tax Increment Revenue Fund under the provisions of Section of the Code and the Ordinance. Execution Version 4

55 Termination Date means the date of termination of this Agreement, as established in Section 12.8 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 Gateway Urban Renewal Area, as amended. 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, and not of any governing body member, officer, agent, servant, or employee of the City in the individual capacity thereof. Section 2.2 Covenants, Obligations, Representations and Warranties of Developer. The Developer makes the following representations and warranties: (a) (b) The Developer is a limited liability company duly organized and validly existing under the laws of the State of Iowa, is licensed to do business in 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 the Agreement. This Agreement has been duly and validly authorized, executed and delivered by the 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 the Developer enforceable in accordance with its terms, except as the same may be Execution Version 5

56 limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. The Development Property is owned 100.0% by PARK HOLDINGS, L.C. Todd Isley, as a managing member of PARK HOLDINGS, L.C., is authorized to sign the Agreement on behalf of PARK HOLDINGS, L.C. (c) (d) (e) (f) (g) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization and other governing documents of the Developer or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the 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. There are no actions, suits or proceedings pending or, to the knowledge of Developer, threatened against or affecting the 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 the Developer or which in any manner raises any questions affecting the validity of the Agreement or the Developer's ability to perform its obligations under this Agreement. The Developer will cause the Minimum Improvements to be constructed in accordance with the terms of this Agreement, the Gateway Urban Renewal Plan and all applicable local, State and federal laws and regulations, except for permitted variances necessary to construct the Minimum Improvements. The 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 in connection with the Project. The Developer has not received any notice from any local, State or federal official that the activities of the 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). The 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 the 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. Execution Version 6

57 (i) (j) (k) (l) (m) The Developer will reasonably cooperate with the City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction of the Project. It is anticipated that the construction of the Minimum Improvements will require a total investment of not less than $1,200,000. 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 Construction Plans contemplated in this Agreement. Developer expects that, barring Unavoidable Delays, the Minimum Improvements will be completed by December 31, The Developer would not undertake its obligations under this Agreement without the payment by the City of the Economic Development Grants being made to the Developer pursuant to this Agreement. ARTICLE III. CONSTRUCTION Section 3.1 Construction of Minimum Improvements. The Developer agrees that it will ensure that the Minimum Improvements that have been or will be constructed on the Development Property are or will be in conformance with the Construction Plans submitted to, and approved by, the City. The Developer agrees that the scope and scale of the Minimum Improvements to be constructed shall not be significantly less than the scope and scale thereof as detailed and outlined in the Construction Plans, as so approved, the construction of which is anticipated to require a total investment of not less than $1,200,000. Section 3.2 Construction Plans. Developer shall cause Construction Plans to be developed for the Minimum Improvements, which shall be subject to approval by the City as provided in this Section 3.2, and which approval shall not be unreasonably withheld, conditioned or delayed. The Construction Plans shall be in conformity with the Urban Renewal Plan, this Agreement, and all applicable federal, State and local laws and regulations. The City shall approve the Construction Plans in writing if they: (a) conform to the terms and condition of this Agreement; (b) conform to the terms and conditions of the Gateway Urban Renewal Plan; (c) conform to all applicable federal, State and local laws, ordinances, rules and regulations; (d) shall be adequate for the purposes of this Agreement to provide for the construction of the Minimum Improvements; and (e) no Event of Default under the terms of this Agreement has occurred and is continuing beyond applicable notice and cure periods; provided, however, that any such approval of the Construction Plans pursuant to this Section 3.2 shall constitute approval for the purposes of this Agreement only and shall not be deemed to constitute approval or waiver by the City with respect to any building, fire, zoning or other ordinances or regulations and shall not be deemed to be sufficient plans to serve as the basis for the issuance of a building permit if the Construction Plans are not as detailed or complete as the plans otherwise required for the Execution Version 7

58 issuance of a building permit. The site plans submitted to the building official of the City for the Development Property and the surrounding areas where the Minimum Improvements are to be constructed shall be adequate to serve as the Construction Plans for the Minimum Improvements, if such site plans are approved by the building official. Approval of the Construction Plans by City shall not relieve the Developer of any obligation to comply with the remaining terms and provisions of this Agreement, or the provisions of applicable federal, State and local laws, ordinances and regulations, nor shall approval of the Construction Plans by the City be deemed to constitute a waiver of any Event of Default. Approval of Construction Plans hereunder is solely for purposes of this Agreement, and shall not constitute approval for any other City purpose or subject the City to any liability for the Minimum Improvements as constructed. Section 3.3 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, 2018; 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 Construction Plans approved by the building official or any amendments thereto as may be approved by the building official. Developer agrees that it shall permit designated representatives of the City, upon reasonable notice (which does not have to be written), to enter upon the Development Property during the construction of the Minimum Improvements to inspect such construction and the progress thereof, subject to Developer's rules and regulations for the construction site. Section 3.4 Certificate of Completion for Minimum Improvements. Within fifteen (15) business days after written request by Developer and after issuance of an occupancy permit for the Minimum Improvements, the City shall furnish Developer with a Certificate of Completion for the Minimum Improvements in recordable form, in substantially the form set forth in Exhibit C-1 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 3.4, the City shall, within such fifteen (15) business day period, instead provide a written statement indicating in what respects Developer has failed to complete the Minimum Improvements in accordance with the provisions of this Agreement, or is otherwise in default under the terms of this Agreement, and what measures or acts it will be necessary, in the opinion of the City, for Developer to take or perform in order to obtain such Certificate of Completion. ARTICLE IV. RESERVED Execution Version 8

59 ARTICLE V. INSURANCE Section 5.1 Insurance Requirements. (a) Insurance During Construction. Developer will provide and maintain (or cause to be maintained in the case of construction by another entity) 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) (ii) (iii) Builders 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 (excluding earthwork, underground utilities, paving and foundations) 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. 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. 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 Developers; Developers' 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 Developers 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. Workers' compensation insurance, with statutory coverage. (b) Insurance After Completion. 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 the payment of premiums on), insurance as follows: i. Insurance against loss and/or damage to the Minimum Improvements under a policy or policies covering such risks as are ordinarily insured against by similar businesses, including (without limitation 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. No policy of insurance shall be so written that the proceeds thereof will produce less than the Execution Version 9

60 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 for each occurrence and for each year of $1,000,000. iii. Such other insurance, including workers' compensation insurance respecting all employees of Developer, 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) (d) All insurance required by this Article V to be provided prior to the Termination Date shall be taken out and maintained in responsible insurance companies selected by Developer, which 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 it without giving written notice to Developer and the City at least thirty (30) days (ten (10) days in the case of non-payment of premium) before the cancellation becomes effective. Within ten (10) days of being notified of any modification to the policy by the insurer that would cause a party's coverage to be less than the minimum requirements as set forth in this Agreement, the Developer will provide written notice to the City of the modification. Within fifteen (15) days after 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. 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 Execution Version 10

61 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 of any insurance relating to such damage received by Developer or Employer to the payment or reimbursement of the costs thereof. ARTICLE VI. COVENANTS OF THE DEVELOPER Section 6.1 Maintenance of Properties. The Developer will maintain, preserve and keep the Development Property and Minimum Improvements in good repair and working order, ordinary wear and tear accepted, and from time to time will make all necessary repairs, replacements, renewals and additions. Section 6.2 Maintenance of Records. Developer will keep at all times proper books of record and account with respect to any obligations of the Developer under this Agreement and Developer will provide reasonable protection against loss or damage to such books of record and account. Upon request by the City, Developer shall provide certified copies of portions of its books and accounts limited in scope as above described. Section 6.3 Compliance with Laws. The Developer will comply with all applicable laws, rules and regulations relating to the Development Property and the Minimum Improvements. Section 6.4 Non-Discrimination. In constructing and operating the Minimum Improvements, the Developer shall not discriminate against any applicant, employee or tenant because of age, color, creed, national origin, race, religion, marital status, sex, physical disability, or familial status. Developer shall ensure that applicants, employees and tenants 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 is related to this Agreement so that City can determine compliance with the Agreement. Section 6.6 Employment. Developer, together with tenants of the Minimum Improvements, shall employ an aggregate of at least a Monthly Average of 10 Full-Time Equivalent Employment Units at the Minimum Improvements beginning the later of December 31, 2018 or the completion of the Minimum Improvements consistent with this Agreement, and continuing through the Termination Date. "Monthly Average" means the average number of Full-Time Equivalent Employment Units employed as of October 1 of each year and as of the first day of each of the preceding months as shown in Developer's Annual Certifications in Exhibit F. Execution Version 11

62 Section 6.7 Annual Certification. To assist the City in monitoring the performance of the Developer hereunder, a duly authorized officer of the Developer shall annually provide to the City the following: (i) proof that all ad valorem taxes on the Development Property and Minimum Improvements have been paid for the prior fiscal year and for the current fiscal year as of the date of certification (to the extent due and payable); (ii) a certification of the number of Full-Time Equivalent Employment Units employed at the Minimum Improvements as of October 1 and as of the first day of each of the preceding eleven (11) months (the first employment certification may be for fewer than eleven (11) months provided it is consistent with the beginning date of the employment obligation in Section 6.6); and (iii) certification that such officer has re-examined the terms and provisions of this Agreement and, to the best of that officer's knowledge and belief at the date of such certificate, and during the preceding twelve (12) months, the Developer was not in default in the fulfillment of any of the terms and conditions of this Agreement and that no Event of Default 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 actions taken to correct any such default. Such statement, proof and certificate described above, shall be provided to the County and City not later than October 15 of each year, commencing October 15, 2019 and continuing until October 15, Section 6.8 Real Property Taxes and Assessments. Developer or its successors shall pay, when due, all real property taxes and assessments payable with respect to all and any parts of the Development Property acquired and owned or leased by them and pursuant to the provisions of this Agreement. Until Developer's obligations have been assumed by any other person pursuant to the provisions of this Agreement or legal title to the property is vested in another person, Developer shall be solely responsible for all assessments and taxes. Developer and its successors 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, Minimum Improvements or Developer, 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. c. The assessment category for the Development Property is commercial/industrial, and Developer shall not take any action to request or effect a change in such category. Section 6.9 Developer Completion Guarantee. By signing this Agreement, Developer hereby guarantees to the City performance by Developer of all the terms and provisions of this Execution Version 12

63 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 be completed generally within the time limits set forth herein; (b) the Minimum Improvements shall be constructed and completed in substantial accordance with the Construction Plans; (c) the Minimum Improvements shall be constructed and completed free and clear of any mechanic's liens, materialman's liens and equitable liens; and (d) all costs of constructing the Minimum Improvements shall be paid when due. ARTICLE VII. ASSIGNMENT AND TRANSFER Section 7.1 Status of the Developer; No Transfer or Assignment. As security for the obligations of the Developer under this Agreement, the Developer represents and agrees that, prior to the Termination Date, the Developer will maintain its existence as an adequately capitalized limited liability company and will not wind up or otherwise dispose of all or substantially all of the Development Property, or assign, participate, or otherwise act in such manner as to convey to any third party any interest in 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 the Developer under this agreement and (ii) the City consents thereto in writing in advance thereof. Notwithstanding the foregoing, however, or any other provisions of this Agreement, the Developer may pledge any and/or all of its assets and real estate as security for any financing of the Minimum Improvements to a commercial lender. Section 7.2 Prohibition Against Use as Non-Taxable or Centrally Assessed Property. During the term of this Agreement, the Developer, or 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 from property tax liability. Nor can the Development Property be used as centrally assessed property (including but not limited to, Iowa Code to (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. ECONOMIC DEVELOPMENT GRANTS Section 8.1 Economic Development Grants. a. Payment of Economic Development Grants. For and in consideration of the obligations being assumed by Developer hereunder, and in furtherance of the goals and objectives 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, to make up to ten (10) consecutive annual payments of Economic Development Grants to the Developer, under the following terms and conditions. i. Schedule of Grants. Assuming completion of the Minimum Improvements by December 31, 2018, full assessment of the Minimum Improvements on Execution Version 13

64 January 1, 2019, and debt certification to the Auditor by the City prior to December 1, 2019, the Economic Development Grants shall commence on June 1, 2021, and end on June 1, 2030, pursuant to Section of the Urban Renewal Act under the following formula: June 1, % of Tax Increments for Fiscal Year June 1, % of Tax Increments for Fiscal Year June 1, % of Tax Increments for Fiscal Year June 1, % of Tax Increments for Fiscal Year June 1, % of Tax Increments for Fiscal Year June 1, % of Tax Increments for Fiscal Year June 1, % of Tax Increments for Fiscal Year June 1, % of Tax Increments for Fiscal Year June 1, % of Tax Increments for Fiscal Year June 1, % of Tax Increments for Fiscal Year The above schedule of the payments for Economic Development Grants is based on the first full assessment of the Minimum Improvements being January 1, If the completion of the Minimum Improvements is delayed so that the Minimum Improvements are not fully assessed as of January 1, 2019, then the first Economic Development Grant will not begin as scheduled, but will be delayed one year. However, in no event shall the schedule of Economic Development Grants be delayed more than one year, meaning that the latest potential date for Developer's first Economic Development Grant, if eligible, is June 1, ii. Maximum Amount of Grants. The aggregate amount of the Economic Development Grants that may be paid to the Developer under Section 8.1(a) of this Agreement shall be equal to the sum of the total amount of the applicable percentages of Tax Increments collected in respect of the assessments imposed on the Minimum Improvements and Development Property over the specified ten year period, but in no event shall the aggregate amount of the Economic Development Grants exceed $288,136. It is further agreed and understood that in no event shall Developer be entitled to receive more than calculated under the formula set forth in this Section 8.1(a), even if the aggregate amount is less than the above stated maximum. iii. Limitations. The Economic Development Grants are only for 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. b. Calculation of Grants. Each annual payment shall be equal in amount to the incremental property tax revenues attributable to the Minimum Improvements and Development Property that are received by the City from the applicable County Treasurer(s) and that are equal to the above percentages of the Tax Increments collected by the City with respect to the Minimum Improvements and the Development Property under the terms of the Ordinance and Execution Version 14

65 deposited into the Park Holdings TIF Account (without regard to any averaging that may otherwise be utilized under Section and excluding any interest that may accrue thereon prior to payment to Developer) during the preceding twelve-month period in respect of the Minimum Improvements and Development Property, but subject to limitation and adjustment as provided in this Article (such payments being referred to collectively as the "Economic Development Grants"). Section 8.2 Conditions Precedent. Notwithstanding the provisions of Section 8.1 above, the obligation of the City to make an Economic Development Grant in any year shall be subject to and conditioned upon the following: (a) compliance with the terms of this Agreement by Developer; and (b) the construction of the Minimum Improvements consistent with this Agreement and payment of property taxes thereon; and (c) timely filing by Developer of the Annual Certifications required under Section 6.7 hereof and the Council's approval thereof. Each Annual Certification filed by Developer under Section 6.7 hereof shall be considered separately in determining whether the City shall make any of the Economic Development Grant payments available to Developer under this Section. 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 and Employer fully comply with the provisions hereof and the Developer becomes entitled thereto, up to the maximum aggregate amounts set forth in Section 8.1(a)(ii). After the Minimum Improvements are first fully assessed and if in compliance with this Agreement, if the Developer's and Employer's Annual Certifications are timely filed and contain the information required under Section 6.7 and the Council approves of the same, the City shall certify to the County prior to December 1 of that year its request for the available Tax Increments resulting from the assessments imposed by the County as of January 1 of that year, to be collected by the County and paid to the City as taxes are paid during the following fiscal year and which shall thereafter be disbursed to Developer on the following June 1. (Example: assuming completion by December 31, 2018, and first full assessment on January 1, 2019, if Developer certifies in October 2019 and the City certifies to the County by December 1, 2019, the first Economic Development Grant would be paid to Developer on June 1, 2021 (for 100% of the Tax Increment for fiscal year )). Compliance with the terms and conditions of this Agreement is a condition precedent to receiving an Economic Development Grant. Section 8.3 Source of Grant Funds Limited. Execution Version 15

66 a. The Economic Development Grants shall be payable from and secured solely and only by amounts of incremental property tax revenues attributable to the Minimum Improvements and Development Property that are received by the City from the applicable County Treasurer(s) and that are deposited and held in the Park Holdings TIF Account of the Gateway Urban Renewal Tax Increment Revenue Fund of the City. The City hereby covenants and agrees to maintain the Ordinance covering the Development Property in force during the term hereof and to apply the appropriate percentage of Tax Increments collected in respect of the Minimum Improvements and Development Property and allocated to the Park Holdings 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 A shall not be included in the calculation to determine the amount of Economic Development Grants for which Developer is eligible, and any monies received back under chapter 426C 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. The right of non-appropriation reserved to the City in this Section is intended by the parties, and shall be construed at all times, so as to ensure that the City's obligation to make future Economic Development Grants shall not constitute a legal indebtedness of the City within the meaning of any applicable constitutional or statutory debt limitation prior to the adoption of a budget which appropriates funds for the payment of that installment or amount. In the event that any of the provisions of this Agreement are determined by a court of competent jurisdiction to create, or result in the creation of, such a legal indebtedness of the City, the enforcement of the said provision shall be suspended, and the Agreement shall at all times be construed and applied in such a manner as will preserve the foregoing intent of the parties, and no Event of Default by the City shall be deemed to 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 8.1 hereof, the City shall have no obligation to make an Economic Development Grant to Developer if at any time during the term hereof the City fails to appropriate funds for payment, or Chapters 15A, 403 or 384 of the Code are revised by the legislature or newly interpreted by a court of competent jurisdiction in such a way that the Economic Development Grants or the use of the Tax Increments to fund the Economic Development Grants would violate the laws of the State of Iowa. If the nonappropriation or circumstances or legal constraints giving rise to the decision continue for a period during which two (2) annual Economic Development Grants would otherwise have been paid to the Developer under the terms of Section 8.1, the City may terminate this Agreement, without penalty or other liability to the City, by written notice to Developer. Section 8.4 Use of Other Tax Increments. The City shall be free to use any and all Tax Increments above and beyond the percentages to be given to Developer in this Agreement, or any available Tax Increments resulting from the suspension or termination of the Economic Execution Version 16

67 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. ADDITIONAL INCENTIVES Section 9.1 Completion Grant. For and in consideration of the obligations being assumed by Developer hereunder, the City agrees, subject to the Developer being and remaining in compliance with this Agreement, to make a one-time, lump sum grant payment of Thirteen Thousand Dollars ($13,000) to Developer conditioned on Developer's timely completion of the Minimum Improvements under the terms of this Agreement and Developer's receipt of a Certificate of Completion under Section 3.4. The completion grant shall be paid to Developer within thirty (30) days after Developer's receipt of the Certificate of Completion. Section 9.2 Connection Fees. For and in consideration of the obligations being assumed by Developer hereunder, the City agrees, subject to the Developer being and remaining in compliance with this Agreement, that the City shall waive the water and sewer connection fees for the Minimum Improvements, said fees estimated to be approximately $9,712. ARTICLE X. INDEMNIFICATION Section 10.1 Release and Indemnification Covenants. (a) (b) (c) Developer releases the City and the Indemnified Parties from, covenant and agree that the Indemnified Parties shall not be liable for, and agree 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. Except for any willful misrepresentation or any willful or wanton misconduct, negligence, or any unlawful act of the Indemnified Parties, Developer agrees to protect and defend the Indemnified Parties, now or forever, and further agrees to hold the Indemnified Parties harmless, from any claim, demand, suit, action or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from: (i) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by Developer against the City to enforce its rights under this Agreement); (ii) the acquisition and condition of the Development Property and the construction, installation, ownership, and operation of the Minimum Improvements; or (iii) any hazardous substance or environmental contamination located in or on the Development Property. The Indemnified Parties shall not be liable for any damage or injury to the persons or property of Developer or their officers, agents, servants or employees or any other person who may be about the Minimum Improvements or Development Execution Version 17

68 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 X shall survive the termination of this Agreement. ARTICLE XI. DEFAULT AND REMEDIES Section 11.1 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: (a) (b) (c) (d) (e) (f) Failure by the Developer to cause the construction of the Minimum Improvements to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement; Transfer of any interest (either directly or indirectly) in this Agreement or the Development Property and Minimum Improvements in violation of the provisions of this Agreement; Failure by the Developer to substantially observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement; Failure by the Developer to pay, when due, ad valorem taxes on the Development Property and Minimum Improvements, when constructed; The holder of any Mortgage on the Development Property owned by Developer, or any improvements thereon, or any portion thereof, commences foreclosure proceedings as a result of any default by Developer under the applicable Mortgage documents; The Developer shall: (A) (B) (C) (D) file 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 make an assignment for the benefit of its creditors; or admit in writing its inability to pay its debts generally as they become due; or be adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of the Developer as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or State Execution Version 18

69 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 the Developer or the Minimum Improvements or part thereof, shall be appointed in any proceedings brought against the Developer, and shall not be discharged within ninety (90) days after such appointment, or if the Developer shall consent to or acquiesce in such appointment; (g) Any representation or warranty made by the Developer in this Agreement, or made by the Developer in any written statement or certificate furnished by the Developer pursuant to this Agreement which shall be proven to have been incorrect, incomplete or misleading and such misstatement was known by Developer at the time it was made, in any material respect on or as of the date of the issuance or making thereof. Section 11.2 Remedies on Default. Whenever any Event of Default referred to in Section 11.1 of this Agreement occurs and is continuing, the City as specified below, may take any one or more, or a combination, of the following actions after (except in the case of an Event of Default under subsection (e) or (f) of said Section 11.1) the giving of thirty (30) days' written notice by the City to the Developer and the holder of the First Mortgage (but only to the extent the City has been informed in writing of the existence of a First Mortgage and been provided with the address of the holder thereof) of the Event of Default, but only if the Event of Default has not been cured within said thirty (30) days and the Developer does not provide assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible: (a) (b) (c) (d) (e) The City may suspend its performance under this Agreement until it receives assurances from the Developer, deemed adequate by the City, that the Developer will cure its default and continue its performance under this Agreement; The City may terminate this Agreement; The City may withhold a Certificate of Completion; The City may take any action, including legal, equitable or administrative action, which may appear necessary or desirable to recover damages or to enforce performance and observance of any obligation, agreement, or covenant of the Developer, as the case may be, under this Agreement; or The City will have no obligation to make payment of Economic Development Grants to Developer subsequent to the Event of Default, and the City shall be entitled to recover from the Developer, and the Developer shall repay to the City, an amount equal to the full amount of the Economic Development Grants previously made to Developer under Article VIII hereof, with interest thereon at the rate of 6.0%. The City may take any action, including any legal action it deems necessary, to recover such amount from Developer. Execution Version 19

70 Section 11.3 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 11.4 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 11.5 Agreement to Pay Attorneys' Fees and Expenses. Whenever any Event of Default occurs and either party shall employ attorneys or incur 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 herein contained, the party in default agrees that it shall, on demand therefor, pay to the other party the reasonable fees of such attorneys and such other expenses as may be reasonably and appropriately incurred by them in connection therewith. ARTICLE XII. MISCELLANEOUS Section 12.1 Conflict of Interest. The Developer represents and warrants that, to its best knowledge and belief after due inquiry, no officer, agent, attorney 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 12.2 Notices and Demands. A notice, demand or other communication under this Agreement by any party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, and (a) (b) In the case of the Developer, is addressed or delivered personally to the Developer at POB 150, 120 S. 1st St., Carlisle Iowa 50047; In the case of the City, is addressed to or delivered personally to the City at the City Hall, 195 N. First St., Carlisle, Iowa 50047; Attn: City Clerk; or to such other designated individual or officer or to such other address as any party shall have Execution Version 20

71 furnished to the other in writing in accordance herewith. Section 12.3 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 12.4 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 12.5 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Iowa. Section 12.6 Entire Agreement. This Agreement and the exhibits hereto reflect the entire agreement between 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 12.7 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 successors and assigns. Section 12.8 Termination Date. This Agreement shall terminate and be of no further force or effect on and after December 31, 2031, unless terminated earlier under the provisions of this Agreement. Section 12.9 Memorandum of Agreement. The parties agree to execute and record a Memorandum of Agreement for Private Development, in substantially the form attached as Exhibit D, 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 No Third-Party Beneficiaries. No rights or privileges of either party hereto shall inure to the benefit of any landowner, contractor, subcontractor, material supplier, or any other person or entity, and no such contractor, landowner, subcontractor, material supplier, or any other person or entity shall be deemed to be a third-party beneficiary of any of the provisions contained in this Agreement. [Remainder of this page intentionally left blank. Signature pages to follow.] Execution Version 21

72 IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its name and behalf by its Mayor of the City and its seal to be hereunto duly affixed and attested by the Clerk, and the Developer has caused this Agreement to be duly executed in its name and behalf by a Managing Member, all on or as of the day first above written. (SEAL) CARLISLE, IOWA Drew Merrifield, Mayor ATTEST: Martha Becker, City Clerk STATE OF IOWA ) ) COUNTY OF ) On this day of, 2018, before me a Notary Public in and or said State, personally appeared Drew Merrifield and Martha Becker, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively, of Carlisle, Iowa, a municipal corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said City, and that said instrument was signed and sealed on behalf of said City by authority and resolution of its City Council, and said Mayor of the City Council and City Clerk acknowledged said instrument to be the free act and deed of said City by it voluntarily executed. Notary Public in and for the State of Iowa Execution Version 22

73 Park Holdings, L.C. By: Todd Isley as a Managing Member of PARK HOLDINGS, L.C. STATE OF IOWA ) ) COUNTY OF ) On this day of, 2018, before me the undersigned, a Notary Public on and for said State, personally appeared Todd Isley, to me personally known, who being duly sworn, did say that Todd Isley is a Managing Member of PARK HOLDINGS, L.C., and that said instrument was signed on behalf of said limited liability companies; and that the said Todd Isley, as such officer, acknowledged the execution of said instrument to be the voluntary act and deed of said limited liability companies, by them voluntarily executed. Notary Public in and for the State of Iowa Execution Version 23

74 EXHIBIT A DEVELOPMENT PROPERTY The Development Property is described as consisting of all that certain parcel or parcels of land located in the City of Carlisle, County of Polk, State of Iowa, more particularly described as follows: Lot 1, Scotch Ridge Plat 2 Execution Version A-1

75 EXHIBIT B MINIMUM IMPROVEMENTS Minimum Improvements mean the following proposed commercial development within the Development Property: Park Holdings Office Park Building, 8,100 square feet, estimated construction costs: $1,200,000, estimated valuation: $1,000,000. See Exhibit B-1 for illustrations of the Minimum Improvements. Execution Version B-1

76 EXHIBIT B-1 MINIMUM IMPROVEMENT ILLUSTRATIONS Execution Version B-2

77 Execution Version B-3

78 Execution Version B-4

79 Execution Version B-5

80 Execution Version B-6

81 EXHIBIT C CERTIFICATE OF COMPLETION FOR MINIMUM IMPROVEMENTS WHEREAS, the City of Carlisle, Iowa (the "City") and PARK HOLDINGS, L.C. (the Developer") did on or about the day of, 2018, make, execute and deliver, each to the other, a Development Agreement (the "Agreement"), wherein and whereby the Developer agreed, in accordance with the terms of the Agreement and the City of Carlisle Gateway Urban Renewal Plan (the "Plan"), to develop certain real property owned by the Developer and located within the City of Carlisle, Polk County, Iowa ("City") and particularly described as follows: Lot 1, Scotch Ridge Plat 2 (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 the Plan; and WHEREAS, the Developer has to the present date performed said covenants and conditions insofar as they relate to the construction of such Minimum Improvements in a manner deemed sufficient by the City to permit the execution and recording of this certification. NOW, THEREFORE, PURSUANT TO Section 3.4 of the Agreement, this is to certify that all covenants and conditions of the Agreement with respect to the obligations of the Developer, and its successors and assigns, to construct the Minimum Improvements on the Development Property have been completed and performed by the Developer and are hereby released absolutely and forever terminated insofar as they apply to the land described herein. The County Recorder of Polk 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. Execution Version C-1

82 (SEAL) CARLISLE, IOWA Mayor ATTEST: City Clerk STATE OF IOWA ) ) COUNTY OF ) On this day of, 20, before me a Notary Public in and for said State, personally appeared Drew Merrifield and Martha Becker, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively, of Carlisle, Iowa, a municipal corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said City, and that said instrument was signed and sealed on behalf of said City by authority and resolution of its City Council, and said Mayor of the City Council and City Clerk acknowledged said instrument to be the free act and deed of said City by it voluntarily executed. Notary Public in and for the State of Iowa Execution Version C-2

83 EXHIBIT D MEMORANDUM OF AGREEMENT FOR PRIVATE DEVELOPMENT WHEREAS, the City of Carlisle, Iowa (the "City") and PARK HOLDINGS, L.C. ("Developer") did on or about the day of, 2018, 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 Gateway Urban Renewal Plan (the "Plan"), to develop and operate certain real property located within the City and within the Gateway Urban Renewal Area. The Development Property is described as follows: Lot 1, Scotch Ridge Plat 2 (the "Development Property"); and WHEREAS, the term of the Agreement commenced on the day of, 2018 and terminates on December 31, 2031, unless otherwise terminated as set forth in the Agreement; and WHEREAS, the City and Developer desire to record a Memorandum of the Agreement referring to the Development Property and their respective interests therein. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. That the recording of this Memorandum of Agreement for Private Development shall serve as notice to the public that the Agreement contains provisions restricting development and use of the Development Property and the improvements located and operated on such Development Property. 2. That all of the provisions of the Agreement and any subsequent amendments thereto, if any, even though not set forth herein, are by the filing of this Memorandum of Agreement for Private Development made a part hereof by reference, and that anyone making any claim against any of said Development Property in any manner whatsoever shall be fully advised as to all of the terms and conditions of the Agreement, and any amendments thereto, as if the same were fully set forth herein. 3. That a copy of the Agreement and any subsequent amendments thereto, if any, shall be maintained on file for public inspection during ordinary business hours in the office of the City Clerk, Carlisle, Iowa. [Signatures Start on Next Page] Execution Version D-1

84 IN WITNESS WHEREOF, the City and Developer have executed this Memorandum of Agreement for Private Development on the day of, (SEAL) CARLISLE, IOWA Drew Merrifield, Mayor ATTEST: Martha Becker, City Clerk STATE OF IOWA ) ) COUNTY OF ) On this day of, 2018, before me a Notary Public in and or said State, personally appeared Drew Merrifield and Martha Becker, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively, of Carlisle, Iowa, a municipal corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said City, and that said instrument was signed and sealed on behalf of said City by authority and resolution of its City Council, and said Mayor of the City Council and City Clerk acknowledged said instrument to be the free act and deed of said City by it voluntarily executed. Notary Public in and for the State of Iowa Execution Version D-2

85 Park Holdings, L.C. By: Todd Isley as Managing Member of PARK HOLDINGS, L.C, STATE OF IOWA ) ) COUNTY OF ) On this day of, 2018, before me the undersigned, a Notary Public on and for said State, personally appeared Todd Isley, to me personally known, who being duly sworn, did say that Todd Isley is a Managing Member of PARK HOLDINGS, L.C., and that said instrument was signed on behalf of said limited liability companies; and that the said Todd Isley, as such officer, acknowledged the execution of said instrument to be the voluntary act and deed of said limited liability companies, by them voluntarily executed. Notary Public in and for the State of Iowa Execution Version D-3

86 EXHIBIT E RESERVED Execution Version E-1

87 EXHIBIT F DEVELOPER ANNUAL CERTIFICATION (due by October 15th as required under terms of Development Agreement) Developer certifies the following: During the time period covered by this Certification, Developer is and was in compliance with Section 6.7 as follows: (i) all ad valorem taxes on the Development Property and Minimum Improvements have been paid for the prior fiscal year and for the current fiscal year as of the date of certification (to the extent due and payable); (ii) the number of Full-Time Equivalent Employment Units employed at the Minimum Improvements as of October 1, 20 and as of the first day of each of the preceding months were are follows: October 1, 20 : September 1, 20 : August 1, 20 : July 1, 20 : June 1, 20 : May 1, 20 : April 1, 20 : March 1, 20 : February 1, 20 : January 1, 20 : December 1, 20 : November 1, 20 : (iii) the undersigned officer of Developer is familiar with the terms and provisions of this Agreement and certifies that Developer is not in default in the fulfillment of any of the terms and conditions of this Agreement, or if the signer is aware of any such Event of Default, said officer has disclosed the nature thereof, its period of existence and what action, if any, has been taken or is proposed to be taken with respect thereto. I certify under penalty of perjury and pursuant to the laws of the State of Iowa that the preceding is true and correct to the best of my knowledge and belief. Signed this day of, 20. PARK HOLDINGS, L.C. By: Name: Title: \ Execution Version F-1

88 Gateway Urban Renewal Plan ITEMS TO INCLUDE ON AGENDA CITY OF CARLISLE, IOWA January 22, :30 P.M. Resolution authorizing advancement of costs for an urban renewal project and certification of expenses incurred by the City for payment under Iowa Code Section IMPORTANT INFORMATION 1. The above agenda items should be included, along with any other agenda items, in the meeting agenda. The agenda should be posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the body holding the meeting. If no such office exists, the notice must be posted at the building in which the meeting is to be held. 2. If you do not now have a bulletin board designated as above mentioned, designate one and establish a uniform policy of posting your notices of meeting and tentative agenda. 3. Notice and tentative agenda must be posted at least 24 hours prior to the commencement of the meeting. NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE CITY.

89 January 22, 2018 The City Council of the City of Carlisle in the State of Iowa, met in session, in the Council Chambers, City Hall, 195 N. First Street, Carlisle, Iowa, at 6:30 P.M., on the above date. There were present Mayor, in the chair, and the following named Council Members: Absent: Vacant: 1

90 Council Member introduced and delivered to the Clerk the Resolution hereinafter set out entitled "RESOLUTION AUTHORIZING ADVANCEMENT OF COSTS FOR AN URBAN RENEWAL PROJECT AND CERTIFICATION OF EXPENSES INCURRED BY THE CITY FOR PAYMENT UNDER IOWA CODE SECTION ", and moved: that the Resolution be adopted. to defer action on the Resolution and the proposal to the meeting to be held at.m. on the day of, 2018, at this place. Council Member seconded the motion. The roll was called and the vote was, AYES: NAYS: Whereupon, the Mayor declared the measure duly adopted. 2

91 RESOLUTION NO. RESOLUTION AUTHORIZING ADVANCEMENT OF COSTS FOR AN URBAN RENEWAL PROJECT AND CERTIFICATION OF EXPENSES INCURRED BY THE CITY FOR PAYMENT UNDER IOWA CODE SECTION WHEREAS, the City of Carlisle, Iowa has adopted the Gateway Urban Renewal Plan, as amended, (the Plan ) for the Gateway Urban Renewal Area (the Urban Renewal Area ) for the purpose of undertaking urban renewal projects, including a Development Agreement with Park Holdings, L.C. (the Agreement ) within the Urban Renewal Area; and WHEREAS, the Agreement is described in Amendment No. 1 to the Plan, adopted by Resolution No on May 22, 2017, and, in the judgment of the City Council will further one or more of the objectives of the Plan, and therefore, the Agreement constitutes a public use and purpose as provided by Iowa Code Chapters 15A and 403; and WHEREAS, the City Council has authorized the execution of the Agreement between the City and Park Holdings, L.C., by Resolution No. on January 22, 2018, and intends to use tax increment financing as described in Iowa Code Section to fund, among other things, the one-time Completion Grant payment of $13,000 described in that Agreement, subject to the terms and conditions set forth therein; and WHEREAS, the City anticipates the Completion Grant may be owed to Park Holdings, L.C., under the terms of the Agreement before the City will have received tax increment funds from the County for this urban renewal project; and WHEREAS, the City intends to advance costs from the General Fund to pay the Completion Grant if otherwise payable under the terms and conditions of the Agreement, and thereafter reimburse said fund with tax increment equivalent to said payment; and WHEREAS, before approving an urban renewal project for reimbursement with tax increment, it is necessary to make certain findings under Chapter 403; and WHEREAS, it is the intention of the City to certify the amount of funds advanced for reimbursement under Iowa Code Section before December 1, 2019; and WHEREAS, the amount of funds to be advanced for the Completion Grant is not to exceed $13,000. NOW, THEREFORE, IT IS RESOLVED by the City Council of the City of Carlisle, Iowa, as follows: Section 1. Pursuant to Ordinance(s) approved for any portion of the Urban Renewal Area under Iowa Code Section , all incremental property tax revenues received from within the Urban Renewal Area will be deposited into a special tax increment fund of the City 3

92 under the terms of Section (the Tax Increment Fund ). The Council finds the Agreement to be an Urban Renewal Project as defined in Iowa Code Chapter 403, and further finds that said Agreement is included in the Plan, as amended, for the Urban Renewal Area. Section 2. It is hereby directed that the costs for the Completion Grant under the Agreement be advanced from time to time from the General Fund in order to pay the Completion Grant pursuant to the terms and conditions of the Agreement. The advance(s) shall be treated as an internal loan (the Loan ) from the General Fund and the General Fund shall be reimbursed the total amount of the Loan from the Tax Increment Fund. Section 3. All costs to be incurred for the Completion Grant under the terms and conditions of the Agreement are approved, to be advanced as described in Section 2. The costs to be advanced shall not exceed $13,000. Section 4. Certification for reimbursement under Iowa Code Section shall be made by the Council on or before December 1, 2019, provided funds are previously advanced to pay the Completion Grant under the terms and conditions of the Agreement. ADOPTED AND PASSED BY THE CITY COUNCIL OF THE CITY OF CARLISLE, STATE OF IOWA, this 22nd day of January, ATTEST: Mayor City Clerk 4

93 CERTIFICATE STATE OF IOWA COUNTY OF POLK ) ) SS ) I, the undersigned City Clerk of the City of Carlisle, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the records of the City showing proceedings of the Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the Council hereto affixed this day of, City Clerk, City of Carlisle, State of Iowa (SEAL) \

94 ORDINANCE NO. AN ORDINANCE PROVIDING THAT GENERAL PROPERTY TAXES LEVIED AND COLLECTED EACH YEAR ON CERTAIN PROPERTY LOCATED WITHIN THE GATEWAY URBAN RENEWAL AREA, IN THE CITY OF CARLISLE, COUNTY OF POLK, STATE OF IOWA, BY AND FOR THE BENEFIT OF THE STATE OF IOWA, CITY OF CARLISLE, COUNTY OF POLK, CARLISLE COMMUNITY SCHOOL DISTRICT, AND OTHER TAXING DISTRICTS, BE PAID TO A SPECIAL FUND FOR PAYMENT OF PRINCIPAL AND INTEREST ON LOANS, MONIES ADVANCED TO AND INDEBTEDNESS, INCLUDING BONDS ISSUED OR TO BE ISSUED, INCURRED BY THE CITY IN CONNECTION WITH THE GATEWAY URBAN RENEWAL AREA (PARK HOLDINGS PARCEL) WHEREAS, the City Council of the City of Carlisle, State of Iowa, after public notice and hearing as prescribed by law and pursuant to Resolution No passed and approved on the 13th day of July, 2015, adopted the Gateway Urban Renewal Plan (the "Urban Renewal Plan") for an urban renewal area known as the Gateway Urban Renewal Area (the "Urban Renewal Area"); and WHEREAS, territory was removed from the Urban Renewal Area through the adoption of Amendment No. 1 to the Urban Renewal Plan; and WHEREAS, additional territory was added to the Urban Renewal Area through the adoption of Amendment No. 2 to the Urban Renewal Plan; and WHEREAS, the Urban Renewal Area, as amended, includes the lots and parcels located within the area legally described as follows ( Park Holdings Parcel ): Lot 1, Scotch Ridge Plat 2 WHEREAS, expenditures and indebtedness are anticipated to be incurred by the City of Carlisle, State of Iowa, in the future to finance urban renewal project activities carried out in furtherance of the objectives of the Urban Renewal Plan; and WHEREAS, the City Council of the City of Carlisle, State of Iowa, desires to provide for the division of revenue from taxation on the Park Holdings Parcel in the Urban Renewal Area, as above described, in accordance with the provisions of Section of the Code of Iowa, as amended. [Note: The Park Holdings Parcel is the only portion of the Urban Renewal Area that will be included in this TIF Ordinance. The City previously adopted Ordinance No. 710 on the Mercy Clinic Parcel on August 22, 2016 ( Mercy Clinic TIF Ordinance ) and Ordinance No. 735 on the Amendment No. 2 Parcel on October 23, 2017 ( Amendment No. 2 TIF Ordinance ) within the Urban Renewal Area. This Park Holdings TIF Ordinance, the Mercy Clinic TIF Ordinance, and the Amendment No. 2 TIF Ordinance will have different frozen bases and different expiration dates.] -1-

95 NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CARLISLE, STATE OF IOWA: Section 1. That the taxes levied on the taxable property in the Park Holdings Parcel of the Urban Renewal Area legally described in the preamble hereof, by and for the benefit of the State of Iowa, City of Carlisle, County of Polk, Carlisle Community School District, and all other taxing districts from and after the effective date of this Ordinance shall be divided as hereinafter in this Ordinance provided. Section 2. That portion of the taxes which would be produced by the rate at which the tax is levied each year by or for each of the taxing districts upon the total sum of the assessed value of the taxable property in the Park Holdings Parcel, as shown on the assessment roll as of January 1 of the calendar year preceding the first calendar year in which the City of Carlisle, State of Iowa, certifies to the Auditor of Polk County, Iowa the amount of loans, advances, indebtedness, or bonds payable from the division of property tax revenue described herein shall be allocated to and when collected be paid into the fund for the respective taxing district as taxes by or for the taxing district into which all other property taxes are paid. Section 3. That portion of the taxes each year in excess of the base period taxes determined as provided in Section 2 of this Ordinance shall be allocated to and when collected be paid into a special tax increment fund of the City of Carlisle, State of Iowa, hereby established, to pay the principal of and interest on loans, monies advanced to, indebtedness, whether funded, refunded, assumed or otherwise, including bonds or obligations issued under the authority of Section or of the Code of Iowa, as amended, incurred by the City of Carlisle, State of Iowa, to finance or refinance, in whole or in part, urban renewal projects undertaken within the Urban Renewal Area pursuant to the Urban Renewal Plan, except that (i) taxes for the regular and voter-approved physical plant and equipment levy of a school district imposed pursuant to Iowa Code Section and taxes for the instructional support program of a school district imposed pursuant to Iowa Code Section (but in each case only to the extent required under Iowa Code Section (2)); (ii) taxes for the payment of bonds and interest of each taxing district; (iii) taxes imposed under Iowa Code Section (22) related to joint countycity buildings; and (iv) any other exceptions under Iowa Code Section in existence at the time this Ordinance becomes effective shall be collected against all taxable property within the Park Holdings Parcel of the Urban Renewal Area without any limitation as hereinabove provided. Section 4. Unless or until the total assessed valuation of the taxable property in the Park Holdings Parcel exceeds the total assessed value of the taxable property in the Park Holdings Parcel as shown by the assessment roll referred to in Section 2 of this Ordinance, all of the taxes levied and collected upon the taxable property in the Park Holdings Parcel shall be paid into the funds for the respective taxing districts as taxes by or for the taxing districts in the same manner as all other property taxes. Section 5. At such time as the loans, advances, indebtedness, bonds and interest thereon of the City of Carlisle, State of Iowa, referred to in Section 3 hereof have been paid, all monies -2-

96 thereafter received from taxes upon the taxable property in the Park Holdings Parcel shall be paid into the funds for the respective taxing districts in the same manner as taxes on all other property. Section 6. All ordinances or parts of ordinances in conflict with the provisions of this Ordinance are hereby repealed. The provisions of this Ordinance are intended and shall be construed so as to fully implement the provisions of Section of the Code of Iowa, as amended, with respect to the division of taxes from property within the Park Holdings Parcel as described above. In the event that any provision of this Ordinance shall be determined to be contrary to law, it shall not affect other provisions or application of this Ordinance which shall at all times be construed to fully invoke the provisions of Section of the Code of Iowa with reference to the Park Holdings Parcel and the territory contained therein. Section 7. This Ordinance shall be in effect after its final passage, approval and publication as provided by law. PASSED AND APPROVED this day of, ATTEST: Mayor City Clerk Read First Time:, 2018 Read Second Time:, 2018 Read Third Time:, 2018 PASSED AND APPROVED:,

97 I,, City Clerk of the City of Carlisle, State of Iowa, hereby certify that the above and foregoing is a true copy of Ordinance No. passed and approved by the City Council of the City at a meeting held, 2018, signed by the Mayor on, 2018, and published in the "Carlisle Citizen" on, City Clerk, City of Carlisle, State of Iowa (SEAL) \

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