I-3 - Development Agreement -MD Real Estate - Draft

2021 and June 1, 2022, provided that the Clinic maintains compliance with this Agreement. Prior to December 1 of each year during the Term (as hereinafter defined) of this Agreement, beginning in calendar year 2021, the City Council of the City shall consider the question of obligating for appropriation to the funding of the Payment due in the following fiscal year, an amount (the “Appropriated Amount”) of Incremental Property Tax Revenues to be collected in the following fiscal year equal to or less than the most recently submitted Clinic’s Estimate. In any given fiscal year, if the City Council determines to not obligate the then- considered Appropriated Amount, then the City will be under no obligation to fund the Payment scheduled to become due in the following fiscal year, and the Clinic will have no rights whatsoever to compel the City to make such Payment or to seek damages relative thereto or to compel the funding of such Payments in future fiscal years. A determination by the City Council to not obligate funds for any particular fiscal year’s Payment shall not render this Agreement null and void, and the Clinic shall make the next succeeding submission of the Clinic’s Estimate as called for in Section A.4 above, provided however that no Payment shall be made after June 1, 2025. 3. Payment Amounts. Each Payment shall be in an amount equal to the corresponding Appropriated Amount (for example, for the Payment due on June 1, 2023, the amount of such Payment would be determined by the Appropriated Amount determined for certification by December 1, 2021) provided, however, that no Payment shall exceed an amount which represents the Incremental Property Tax Revenues available to the City with respect to the Property during the twelve (12) months immediately preceding each Payment date. 4. Certification of Payment Obligation. In any given fiscal year, if the City Council determines to obligate the then-considered Appropriated Amount, as set forth in Section B.2 above, then the City Clerk will certify by December 1 of each such year to the Johnson County Auditor an amount equal to the most recently obligated Appropriated Amount. C. Administrative Provisions 1. Amendment and Assignment. Neither party may cause this Agreement to be amended, assigned, assumed, sold or otherwise transferred without the prior written consent of the other party. However, the City hereby gives its permission that the Clinic’s rights to receive the Payments hereunder may be assigned by the Clinic to a private lender, as security on a credit facility taken with respect to the Project, without further action on the part of the City. 2. Successors. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. 3. Term. The term (the “Term”) of this Agreement shall commence on the Commencement Date and end on June 1, 2025 or on such earlier date upon which the aggregate sum of Payments made to the Clinic equals the Maximum Payment Total. 4. Choice of Law. This Agreement shall be deemed to be a contract made under the laws of the State of Iowa and for all purposes shall be governed by and construed in accordance with laws of the State of Iowa. -4- 4820-9541-0390\1