HomeMy WebLinkAbout2020-08-03-G03 The Quarter at Waukee LLC Development Agreement_PH AGENDA ITEM:
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: August 3, 2020
AGENDA ITEM: Public Hearing on a proposal to enter into an Amended and Restated
Agreement for Private Development with The Quarter at Waukee, L.L.C.
and Waukee Prairie Apartments LLC
FORMAT: Public Hearing
SYNOPSIS INCLUDING PRO & CON: The City Council has previously approved a
development agreement with Midtown Waukee Holdings LLC related to
the development of an entertainment complex at the intersection of
Grand Prairie Parkway and Ashworth Road.
Since the approval of the original development agreement, the project
has been expanded to include additional property and a larger overall
development scope. The proposed amendment is the result of the larger
scope and size of the project as well as an assignment of the original
agreement to The Quarter at Waukee, L.L.C. and Waukee Prairie
Apartments LLC.
The project is proposed to include a 35,000 square foot indoor
entertainment venue; two hotels; retail, restaurants and mixed use
buildings; two parking garages and ground parking. The Quarter will
provide a regional attraction within the Kettlestone Development, which
will provide leisure and enrichment opportunities for residents and
visitors, while also generating sufficient property tax revenue to pay for
the construction of new City infrastructure including expansion of
Ashworth Road, trails and greenspace improvements.
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: The expected private
investment in the project is $102,000,000. The proposed development
agreement provides a partial property tax rebate back to the developer.
The project is expected to generate over $50 million in taxes over a
twenty-year period, which will be split among the City of Waukee,
Waukee Community School District and Dallas County.
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT: The proposed agreement is consistent with prior City
Council’s adoption of policies that encourage business expansions,
business park development and the location of regional attractions within
Waukee. The project aligns with the vision of Kettlestone as the
development focuses on personal experiences, a variety of hospitality
and restaurant options, retail opportunities and the activity generated by
multi-family housing.
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Taxes generated by the project will provide critical funding for
significant transportation corridor improvements within the Kettlestone
area (Ashworth Road). It is anticipated that The Quarter will act as a
catalyst for other commercial development in Kettlestone due to the
number of people that will visit the regional attraction.
RECOMMENDATION: Hold the Public Hearing
ATTACHMENTS: I. Notice of Public Hearing
II. Proposed Development Agreement
PREPARED BY: Brad Deets, Development Services Director
REVIEWED BY:
PUBLIC NOTICE INFORMATION –
NAME OF PUBLICATION: Dallas County News
DATE OF PUBLICATION: July 30, 2020
(One publication required)
NOTICE OF PUBLIC HEARING OF THE CITY COUNCIL OF
THE CITY OF WAUKEE IN THE STATE OF IOWA, ON THE
MATTER OF THE PROPOSAL TO ENTER INTO AN
AMENDED AND RESTATED AGREEMENT FOR PRIVATE
DEVELOPMENT WITH THE QUARTER AT WAUKEE, L.L.C.
AND WAUKEE PRAIRIE APARTMENTS LLC, AND THE
HEARING THEREON
PUBLIC NOTICE is hereby given that the Council of the City of Waukee in the State of
Iowa, will hold a public hearing at its meeting on August 3, 2020, at 5:30 P.M., at which meeting
the Council proposes to take action on the proposal to enter into an Amended and Restated
Agreement for Private Development (the "Agreement") with The Quarter at Waukee, L.L.C. (the
"Developer") and Waukee Prairie Apartments LLC ("Additional Property Owner").
Due to public health concerns related to COVID-19, this meeting will be held electronically
pursuant to Iowa Code Sections 21.4(1)(b) and 21.8 as holding the meeting in person is impossible
or impractical. The public may access the meeting electronically via Zoom, using the following
access information:
https://zoom.us/j/352651371
Meeting ID: 352-651-371
Or by phone:
+1 646-558-8656 or
+1 312-626-6799 or
+1 301-715-8592
Please check the posted agenda in advance of the August 3, 2020 meeting for any updates
to the manner in which the public may access the hearing.
The City and Midtown Waukee Holdings, LLC previously entered into an Agreement for
Private Development dated November 4, 2019 (the "2019 Agreement") for the development of
certain Minimum Improvements on certain real property within the Waukee Consolidated Urban
Renewal Area (the "Development Property"). The proposed Agreement would amend and restate
the terms of the 2019 Agreement.
Pursuant to the terms of the proposed Agreement, the Developer would agree to cause the
construction of 18 commercial structures and a surface parking lot as the Minimum Improvements
on the Development Property and certain additional property owned by the Additional Property
Owner. Furthermore, the parties would agree to a minimum assessment agreement, replacing the
minimum assessment agreement that was executed in connection with the 2019 Agreement, which
would set minimum assessed values on the buildings included in the Minimum Improvements.
The Agreement would obligate the City to make payments of Economic Development
Grants to Developer, with the amounts of the payments to be calculated based on the Tax
Increment generated by the various buildings included in the Minimum Improvements and
collected by the City under Iowa Code Section 403.19, under the formulas and schedules for the
various buildings set forth in the Agreement and subject to the terms and conditions of the
Agreement, with the cumulative maximum amount of all Economic Development Grants under
the Agreement not to exceed $32,371,485.
At the above meeting the Council shall receive oral or written objections from any resident
or property owner of said City, to the proposal to enter into the Agreement with the Developer and
Additional Property Owner. After all objections have been received and considered, the Council
will at this meeting or at any adjournment thereof, take additional action on the proposal or will
abandon the proposal to authorize said Agreement.
Please contact the City Clerk’s office at (515) 978-7904 or bschuett@waukee.org if you
have questions about the electronic format of the meeting or electronic accessibility issues. To
receive a copy of the Agreement for inspection, please email the Development Services Director
at bdeets@waukee.org or call (515) 978-7899.
This notice is given by order of the City Council of the City of Waukee in the State of
Iowa, as provided by Section 364.6, Code of Iowa.
Dated this 20th day of July, 2020.
Rebecca D. Schuett
City Clerk, City of Waukee in the State of Iowa
(End of Notice)
01740742-1\21938-231
Execution Version
AMENDED AND RESTATED
AGREEMENT FOR PRIVATE DEVELOPMENT
By and among
CITY OF WAUKEE, IOWA
AND
THE QUARTER AT WAUKEE, L.L.C.
AND
WAUKEE PRAIRIE APARTMENTS LLC
_____________________, 2020
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AMENDED AND RESTATED
AGREEMENT FOR PRIVATE DEVELOPMENT
THIS AMENDED AND RESTATED AGREEMENT FOR PRIVATE DEVELOPMENT
(“Agreement”), is made on or as of the ____ day of ___________, 2020, by and among the CITY OF
WAUKEE, IOWA, a municipality (the “City”), established pursuant to the Code of Iowa and acting under
the authorization of Chapters 15A and 403 of the Code of Iowa, 2019, as amended (“Urban Renewal Act”)
THE QUARTER AT WAUKEE, L.L.C., an Iowa limited liability company having offices for the
transaction of business at 4011 Avenue of the Cities, Ste. 101B, Moline, IL 61265 (“Developer”), and
WAUKEE PRAIRIE APARTMENTS LLC, and Iowa limited liability company having offices for the
transaction of business at 1805 State Street, Ste. 103, Bettendorf, IA 52722 (“Additional Property
Owner”).
WITNESSETH:
WHEREAS, in furtherance of the objectives of the Urban Renewal Act, the City has undertaken a
program for the development of an economic development area in the City and, in this connection, on
October 21, 2013, adopted the Gateway Economic Development Urban Renewal Plan for the Gateway
Economic Development Urban Renewal Area, which plan was amended several times; and
WHEREAS, by Resolution No. 19-402, adopted November 4, 2019, the City approved and
adopted Amendment No. 1 to the Waukee Consolidated Urban Renewal Plan (the “Plan” or “Urban
Renewal Plan”), which unified the existing Gateway Economic Development Urban Ren ewal Area,
Waukee West Urban Renewal Area, and Waukee Central Urban Renewal Area into the Waukee
Consolidated Urban Renewal Area (the “Area” or “Urban Renewal Area”), which Plan has been
subsequently amended and is on file in the office of the Recorder of Dallas County; and
WHEREAS, the City and Midtown Waukee Holdings, LLC (“Original Developer”) entered into
an Agreement for Private Development dated November 4, 2019, a Memorandum of Agreement for which
was recorded with the Recorder for Dallas County, Iowa at Book 2019, Page 22772 (the “Original
Agreement”) regarding the development of certain improvements on certain real property located in the
foregoing Urban Renewal Area; and
WHEREAS, the City and Midtown Waukee Holdings, LLC also entered into a Minimum
Assessment Agreement with respect to the improvements on the property as a condition of the Original
Agreement and attached to the Original Agreement as Exhibit E, which Minimum Assessment Agreement
was recorded with the Recorder for Dallas County, Iowa at Book 2019, Page 22773 (the “Original
Minimum Assessment Agreement”); and
WHEREAS, the property subject to the Original Agreement and Original Minimum Assessment
Agreement was subsequently transferred to Developer pursuant to that certain Warranty Deed recorded
with the Recorder for Dallas County, Iowa at Book 2020, Page 2286; and
WHEREAS, the City and Developer desire to amend and restate the terms of the Origina l
Agreement and Original Minimum Assessment Agreement to reflect changes to the parties, description of
the Development Property and Minimum Improvements, and to the terms for construction, assessed value
and operation of the Minimum Improvements on the Development Property (which obligations
collectively are referred to herein as the “Project”); and
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WHEREAS, additional property being added to the Development Property to support the Project
(“Additional Property”) will be acquired by Waukee Prairie Apartments LLC (“Additional Property
Owner”); and
WHEREAS, the Original Developer is willing to confirm by execution of this Agreement that it
shall no longer have any rights or obligations under the Original Agreement or the Original Minimum
Assessment Agreement and it shall have no rights or obligations under this Agreement or the Minimum
Assessment Agreement; and
WHEREAS, the Project and this Agreement align with the City Council Vision “Safe and Beautiful
with Leisure and Enrichment Amenities, Quality Housing, Businesses and Career Opportunities and Easy
and Safe Mobility Options – The Key to Good Living” and are consistent with the City Council’s prior
adoption of policies that encourage business expansions, business park development and the location of
regional attractions in Waukee; and
WHEREAS, the Project furthers the vision for the Kettlestone area that focuses on personal
experiences, a variety of hospitality and restaurant options, retail opportunities and the activity generated
by multi-family housing, and will act as a catalyst for more commercial development in Kettlestone by
attracting hundreds of thousands of visitors to the event area, complimenting the City’s other regional
destination attractions; and
WHEREAS, the Project will create new opportunities and options for businesses, employees, and
residents of the City and will help provide funding for a major street corridor in the Kettlestone area; and
WHEREAS, the City believes that the development of the Development Property pursuant to this
Agreement and the fulfillment of this Agreement are in the vital and best interests of the City and in accord
with the public purposes and provisions of the applicable State and local laws and requirements under
which the foregoing project has been undertaken and is being assisted.
NOW, THEREFORE, in consideration of the promises and the mutual obligations of the parties
hereto, each of them does hereby covenant and agree with the other as follows:
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 and appendices hereto, as the same may be from
time to time modified, amended, or supplemented.
Annual Certification means the certifications that the Developer must complete and submit to the
City each year as described in Section 5.7 of this Agreement and attached as Exhibit D.
Building means one of the buildings or surface parking lots included within the Minimum
Improvements and more particularly described in Exhibit B.
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City means the City of Waukee, Iowa, or any successor to its functions.
Code means the Code of Iowa, 2019, as amended.
Commencement Date means the date of this Agreement.
Developer means The Quarter at Waukee, L.L.C., an Iowa limited liability company, and each
assignee that assumes in writing all of the obligations of the Developer under this Agreement with the
written consent of the City as provided in Section 6.1 of this Agreement.
Development Property means that portion of the Waukee Consolidated Urban Renewal Area
described in Exhibit A.
Economic Development Grants means the payments to be made by the City to Developer under
Article VII of this Agreement.
Event of Default means any of the events described in Section 9.1 of this Agreement that have
continued beyond applicable notice and cure periods.
First Mortgage means any Mortgage granted to secure any loan made pursuant to either a mortgage
commitment obtained by Developer from a commercial lender or other financial institution to fund any
portion of the construction costs and initial operating capital requirements of the Minimum Improvements
or all such Mortgages as appropriate.
Minimum Assessment Agreement means an agreement establishing a minimum assessed value for
the Buildings on the Development Property as authorized by Iowa Code section 403.6(19) and as described
in Section 3.4 of this Agreement.
Minimum Improvements means the construction of eighteen (18) commercial structures and a
surface parking lot, as more particularly described in Exhibit B to this Agreement.
Mortgage means any mortgage or security agreement in which Developer has granted a mortgage
or other security interest in the Development Property, or any portion or parcel thereof, or any
improvements constructed thereon.
Ordinance means the ordinance(s) of the City, as may be amended and enacted from time to time,
under which the taxes levied on taxable property in the Urban Renewal Area shall be divided and a portion
paid into the Waukee Consolidated Urban Renewal Tax Increment Revenue Fund under the authority of
Section 403.19(2). Separate ordinances may be adopted for different portions of the Development
Property to account for the phased completion of the Minimum Improvements.
Project shall mean the construction and operation of the Minimum Improvements on the
Development Property, and the creation and maintenance of jobs, as described in this Agreement.
Required Improvements means Buildings V-1, G-1, G-2, and H-2, as more particularly described
in Exhibits B and B-1.
State means the State of Iowa.
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Tax Increments means the property tax revenues on those portions of the Minimum Improvements
(Building value only) assessed as commercial property and divided and made available to the City for
deposit in The Quarter at Waukee, L.L.C. TIF Account of the Waukee Consolidated Urban Renewal Tax
Increment Revenue Fund under the provisions of Section 403.19 of the Code, as amended, and the
Ordinance.
Termination Date means the date of termination of this Agreement, as established in Section 10.8
of this Agreement.
The Quarter at Waukee, L.L.C. TIF Account means a separate account within the Waukee
Consolidated Urban Renewal Tax Increment Revenue Fund of the City in which Tax Increments received
by the City with respect to the Minimum Improvements and the Development Property shall be deposited.
Unavoidable Delays means delays resulting from acts or occurrences outside the reasonable
control of the party claiming the delay including but not limited to acts of God, storms, floods, fires,
explosions, or other casualty losses, unusual weather conditions, strikes, boycotts, lockouts, or other labor
disputes, delays in transportation or lack of availability of raw materials or energy, delivery of material or
equipment, litigation commenced by third parties, epidemic, pandemic, quarantine, riots, civil unrest,
imposition of civil authority by any federal, State or local government or the acts or omissions of any
federal, State, or local governmental unit (other than acts of the City, with respect to a City-claimed delay).
Notwithstanding the foregoing, each Party acknowledges and agrees that it is entering into this Agreement
and committing to perform its respective obligations with an awareness of the effects of the COVID-19
outbreak, as of the Effective Date, the continuation of which, alone, the Parties agree will not be deemed
an Unreasonable Delay absent changes in circumstances or occurrence of events, as of the date hereof,
beyond the Parties’ reasonable control which would independently meet the definition of an Unavoidable
Delay.
Urban Renewal Area means the area known as the Waukee Consolidated Urban Renewal Area.
Urban Renewal Plan means the Urban Renewal Plan, approved with respect to the Waukee
Consolidated Urban Renewal Area, described in the preambles hereof.
Waukee Consolidated Urban Renewal Tax Increment Revenue Fund means the special fund of the
City created under the authority of Section 403.19(2) of the Code and the Ordinance, which fund will be
created in order to pay the principal of and interest on loans, monies advanced to, or indebtedness, whether
funded, refunded, assumed, or otherwise, including bonds or other obligations issued under the authority
of Chapters 15A, 403, or 384 of the Code, incurred by the City to finance or refinance in whole or in part
projects undertaken pursuant to the Urban Renewal Plan for the Urban Renewal Area.
ARTICLE I-A. PRECONDITIONS/EARLY TERMINATION
Section 1A.1. Preconditions. As preconditions to both Parties’ obligations hereunder, all of the
following must occur:
a. The Original Developer must execute this Agreement and the Minimum Assessment
Agreement attached hereto, evidencing its acknowledgment and agreement that it shall no longer have
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any rights or obligations under the Original Agreement or the Original Minimum Assessment Agreement
and it shall have no rights or obligations under this Agreement or the Minimum Assessment Agreement.
b. The Additional Property Owner must execute this Agreement and the Minimum
Assessment Agreement attached hereto, evidencing its intent to be bound by their terms.
c. On or before December 31, 2020, Additional Property Owner shall acquire that portion of
the Development Property described as follows:
Parcel 18-163 of the survey of a part of Outlot B of The Shops at Kettlestone North Plat 5,
an Official Plat, City of Waukee, Dallas County, Iowa as shown in Book 2018, Page 23782
in the Office of the Recorder of Dallas County, Iowa.
d. To aid and assist the City in administration of urban renewal powers and efficiently use tax
increment financing under the Urban Renewal Law, the Developer shall create separate real estate tax
parcels and lots within the Development Property for each separate Building (each such parcel referred to
herein as the “Building Tax Parcel”). Such separate parcels and lots may be created by plat of survey as
permitted by State and local law.
Section 1A.2. Early Termination. If Developer is unable to secure an operator or management
company for the planned entertainment venue (Building V1) by December 15, 2021, notwithstanding its
commercially reasonable efforts to do so, then Developer may terminate this Agreement by providing
written notice to the City on or before December 31, 2021.If Developer terminates this Agreement under
this Section 1A.2, then no party shall have any further obligations to any other party under this Agreement
except the following; (a) all parties to this Agreement agree to execute a do cument terminating the
Minimum Assessment Agreement which the Developer shall file with the County Assessor and record
with the County Recorder at Developer’s cost; and (b) all parties agree to execute a Notice of Termination
referencing the Memorandum of Agreement which the Developer shall record at Developer’s cost.
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
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City, and not of any governing body member, officer, agent, servant, or employee of the City in the
individual capacity thereof.
Section 2.2. Representations and Warranties of Developer. Developer makes the following
representations and warranties:
a. The Quarter at Waukee, L.L.C., is an Iowa limited liability company, duly organized and
validly existing under the laws of the State of Iowa, and it 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.
b. This Agreement has been duly and validly authorized, executed, and delivered by
Developer and, assuming due authorization, execution, and delivery by the City, is in full force and effect
and is a valid and legally binding instrument of Developer enforceable in accordance with its terms, except
as the same may be limited by bankruptcy, insolvency, reorganization, or other laws relating to or affecting
creditors’ rights generally.
c. The execution and delivery of this Agreement, the consummation of the transactions
contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement
are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions,
or provisions of the governing documents of Developer or of any contractual restriction, evidence of
indebtedness, agreement, or instrument of whatever nature to which Developer is now a party or by which
it or its property is bound, nor do they constitute a default under any of the foregoing.
d. There are no actions, suits, or proceedings pending or threatened against or affecting
Developer in any court or before any arbitrator or before or by any governmental body in which there is a
reasonable possibility of an adverse decision which could materially adversely affect the business (present
or prospective), financial position or results of operations of Developer or which in any manner raises any
questions affecting the validity of the Agreement or Developer’s ability to perform its obligations under
this Agreement.
e. Developer has not received any notice from any local, State, or federal official that the
activities of Developer with respect to the Development Property may or will be in violation of any
environmental law or regulation (other than those notices, if any, of which the City has previously been
notified in writing). Developer is not currently aware of any State or federal claim filed or planned to be
filed by any party relating to any violation of any local, State, or federal environmental law, regulation, or
review procedure applicable to the Development Property, and Developer is not currently aware of a ny
violation of any local, State, or federal environmental law, regulation, or review procedure which would
give any person a valid claim under any State or federal environmental statute with respect thereto.
f. Developer shall cooperate with the City in resolution of any traffic, parking, trash removal,
or public safety problems which may arise in connection with the construction and operation of the
Minimum Improvements.
g. Developer shall cause the Minimum Improvements to be constructed in accordance with
the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws , ordinances,
and regulations.
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h. Developer shall obtain or cause to be obtained, in a timely manner, all required permits,
licenses, and approvals, and shall meet, in a timely manner, all requirements of all applicable local, State,
and federal laws and regulations which must be obtained or met before the Minimum Improvements may
be lawfully constructed.
i. Developer expects that the construction of the Minimum Improvements will require an
investment of not less than $102,658,000.
j. Developer shall use all reasonable commercial efforts to obtain firm commitments for
construction or acquisition and permanent financing for the Project in an amount sufficient, together with
existing equity commitments, to successfully complete the Minimum Improvements in accordance with
this Agreement.
k. Developer expects that, barring Unavoidable Delays, construction of the Minimum
Improvements will be completed by the dates set forth in Exhibit B.
l. Developer shall use commercially reasonable efforts to cause the Minimum Improvements
to be occupied by businesses that add and retain employees at the Minimum Improvements in the City
until at least the Termination Date.
m. Developer would not undertake its obligations under this Agreement without the payment
by the City of the Economic Development Grants being made to Developer pursuant to this Agreement.
ARTICLE III. CONSTRUCTION OF MINIMUM IMPROVEMENTS, PROPERTY TAXES
Section 3.1. Construction of Minimum Improvements.
a. Developer agrees that it shall cause the Minimum Improvements to be constructed on the
Development Property in conformance with all applicable federal, State, and local laws, ordinances, and
regulations, including any City permit and/or building requirements.
b. Developer agrees that the scope and scale of the Minimum Improvements to be constructed
shall not be significantly less than the scope and scale of the Minimum Improvements as detailed and
outlined in this Agreement, including Exhibit B.
c. 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.
d. The Developer acknowledges and agrees that failure to complete the Required
Improvements in accordance with the terms of this Agreement shall constitute an Event of Default with
respect to the entire Agreement and the City may, in addition to other available remedies, terminate the
entire Agreement.
Section 3.2. Completion of Construction. Subject to Unavoidable Delays, Developer shall
cause construction of the Minimum Improvements to be undertaken and completed by the dates in Exhibit
B or by such other date as the parties shall mutually agree upon in writing. Time lost as a result of
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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. Within fifteen (15) business days after written request by Developer
and after issuance of an occupancy permit for the Minimum Improvements, the City will furnish
Developer with a Certificate of Completion in recordable form, in substantially the form set forth in
Exhibit F attached hereto. Such Certificate of Completion shall be a conclusive determination of
satisfactor y 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 Dallas County Recorder’s Office 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 3.2, the City shall, within such fifteen (15) business day
period, instead provide a written statement indicating in what respects Developer has failed to cause the
completion of 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.
Failure by the City to timely respond to Developer’s request for a Certificate of Completion (with either
a Certificate of Completion or a written statement of deficiency or Default) shall constitute a waiver of
the City’s right to object as provided above.
Section 3.3. Real Property Taxes. Developer and Additional Property Owner (Additional
Property Owner with respect to the Additional Property and Developer with respect to the remainder of
the Development Property) shall pay or cause to be paid, when due, all real property taxes and assessments
payable with respect to all and any parts of the Development Property (excepting any portion of the
Development Property or Minimum Improvements no longer owned by Developer or Additional Property
Owner ). Until such obligations have been assumed by any other person, all pursuant to the provisions of
this Agreement, Developer and Additional Property Owner shall be responsible for all assessments and
taxes (Additional Property Owner with respect to the Additional Property and Developer with respect to
the remainder of the Development Property) .
Developer, Additional Property Owner, and their permitted 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 or Minimum
Improvements, or raise the inapplicability or constitutionality of any such tax statute as a defense in any
proceedings, including delinquent tax proceedings; and
b. They will not seek any tax exemption deferral or abatement either presently or
prospectively authorized under any State, federal, or local law with respect to taxation of real property
contained on the Development Property or the Minimum Improvements between the date of execution of
this Agreement and the Termination Date.
c. The assessment category for the Minimum Improvements will be commercial or multi-use
with a portion assessed as commercial and they shall not take any action to request or effect a change in
such category.
Section 3.4. Minimum Assessment Agreement.
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a. As further consideration for this Agreement, Developer and Additional Property Owner
shall execute, contemporaneous with the execution of this Agreement, an Assessment Agreement pursuant
to the provisions of Iowa Code Section 403.6(19) specifying the Assessor’s Minimum Actual Values for
the Minimum Improvements on the Development Property for calculation of real property taxes in the
form attached as Exhibit E (“Assessment Agreement” or “Minimum Assessment Agreement”).
Specifically, Developer, the Assessor, the holder of any Mortgage and all prior lienholders shall agree to
a Minimum Actual Value (AFTER rollback) for each Building (building value only) constructed on the
Development Property pursuant to the following schedule:
Building Minimum Actual
Value (AFTER
rollback)
To Be Assessed Upon Completion But
No Later Than The Following Date
Building V1 $24,000,000.00 January 1, 2026
Building R1 $2,673,000.00 January 1, 2023
Building R2 $1,980,000.00 January 1, 2024
Building R3 $2,475,000.00 January 1, 2024
Building R4 $3,762,000.00 January 1, 2023
Building F1 $2,475,000.00 January 1, 2023
Building F2 $2,475,000.00 January 1, 2024
Building F3 $2,475,000.00 January 1, 2024
Building F4 $1,800,000.00 January 1, 2024
Building M1
(portion assessed as commercial)
$1,000,000.00 January 1, 2023
Building M2 $2,900,000.00 January 1, 2024
Building M3 $4,455,000.00 January 1, 2025
Building M4 $4,950,000.00 January 1, 2026
Building H1 $14,000,000.00 January 1, 2026
Building H2 $14,000,000.00 January 1, 2026
Building B1 $1,980,000.00 January 1, 2024
Building G1 $7,200,000.00 January 1, 2026
Building G2 $5,500,000.00 January 1, 2026
Surface Parking (SP) $2,558,000.00 January 1, 2024
Such minimum actual values at the time applicable is herein referred to as the “Assessor’s Minimum
Actual Values”.
b. Nothing in the Assessment Agreement shall limit the discretion of the Assessor to assign
actual values to the Buildings on the Development Property in excess of such Assessor’s Minimum Actual
Values nor prohibit Developer or Additional Property Owner from seeking through the exercise of legal
or administrative remedies a reduction in such actual values for property tax purposes; provided, however,
that Developer and Additional Property Owner shall not seek a reduction of such actual values below the
Assessor’s Minimum Actual Values in any year so long as the Assessment Agreement shall remain in
effect. The Assessment Agreement shall remain in effect until it terminates in accordance with its terms.
The Assessment Agreement shall be certified by the Assessor for the County as provided in Iowa Code
Section 403.6(19) and shall be filed for record in the office of the County Recorder, and such filing shall
constitute notice to any subsequent encumbrancer or purchaser of the Development Property or parts
thereof, whether voluntary or involuntary. Such Assessment Agreement shall be binding and enforceable
in its entirety against any such subsequent purchaser or encumbrancer of any portion of the Development
Property, as well as all prior lienholders and the holder of any Mortgage, each of which shall sign a consent
to the Minimum Assessment Agreement. Developer and Additional Property Owner shall obtain from
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each purchaser of any portion of the Development Property an acknowledgment of, and consent to, the
Assessment Agreement in the form of Exhibit G. Developer and Additional Property Owner shall ensure
that any existing lienholder shall sign a written consent to the Minimum Assessment Agreement in a form
satisfactory to the City.
ARTICLE IV. INSURANCE
Section 4.1. Insurance Requirements.
a. Developer will provide and maintain or cause to be maintained at all times during the
process of constructing the Minimum Improvements (and, from time to time at the request of the City,
furnish the City with proof of coverage or payment of premiums on):
i. Builder’s risk insurance, written on the so-called “Builder’s Risk–Completed Value
Basis,” in an amount equal to the full replacement cost of the Public Improvements, and with coverage
available in non-reporting form on the so-called “all risk” form of policy.
ii. Comprehensive general liability insurance (including operations, contingent
liability, operations of subcontractors, completed operations, and contractual liability insurance) with
limits against bodily injury and property damage of at least $1,000,000 for each occurrence. The City
shall be named as an additional insured for the City’s liability or loss arising out of or in any way associated
with the project and arising out of any act, error, or omission of Developer, or either entity’s directors,
officers, shareholders, contractors, and subcontractors or anyone else for whose acts the City may be held
responsible (with coverage to the City at least as broad as that which is provided to Developer and not
lessened or avoided by endorsement).
iii. Workers’ compensation insurance with at least statutory coverage.
b. Upon completion of construction of the Minimum Improvements and at all times prior to
the Termination Date (excepting any portion of the Minimum Improvements no longer owned by
Developer), 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 is statutorily required and any additional insurance customarily carried by like enterprises engaged in
like activities of comparable size and liability exposure.
c. All insurance required by this Article IV 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.
d. Developer agrees to notify the City immediately in the case of damage exceeding $25,000
in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or
other casualty. Net Proceeds of any such insurance shall be paid directly to Developer and Developer
will forthwith repair, reconstruct, and restore the Minimum Improvements to substantially the same or an
improved condition or value as they existed prior to the event causing such damage and, to the extent
necessary to accomplish such repair, reconstruction, and restoration, Developer will apply the Net
Proceeds of any insurance relating to such damage received by Developer to the payment or
reimbursement of the costs thereof. Developer shall complete the repair, reconstruction, and restoration
of the Minimum Improvements (excepting any portion of the Minimum Improvements no longer owned
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by Developer), whether or not the Net Proceeds of insurance received by Developer for such purposes are
sufficient.
ARTICLE V. FURTHER COVENANTS OF DEVELOPER
Section 5.1. Maintenance of Development Property. Unless transferred, sold, or conveyed in
whole or in part (i.e., sale of outlot parcel), Developer and Additional Property Owner shall maintain,
preserve, and keep the Development Property (whether owned in fee or a leasehold interest), including
but not limited to the Minimum Improvements, in good repair and working order, ordinary wear and tear
excepted, and from time to time will make all necessary repairs, replacements, renewals, and additions.
Section 5.2. Maintenance of Records. The Developer shall keep at all times proper books of
record and account in which full, true, and correct entries will be made of all dealings and transactions of
or in relation to the business and affairs of Developer relating to this Project, and Developer shall provide
reasonable protection against loss or damage to such books of record and account.
Section 5.3. Compliance with Laws. Developer and Additional Property Owner shall comply
with all State, federal, and local laws, rules, and regulations relatin g to the Minimum Improvements and
Development Property.
Section 5.4. Non-Discrimination. In the construction and operation of the Minimum
Improvements, Developer and Additional Property Owner shall not discriminate against any applicant,
employee, or tenant because of age, color, creed, national origin, race, religion, marital status, sex,
including sexual orientation or gender identity, physical disability, or familial status. Developer and
Additional Property Owner 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 5.5. Available Information. Upon request, Developer shall promptly provide the City
with copies of information reasonably requested by City that are related to this Agreement so that City
can determine compliance with the Agreement.
Section 5.6. Employment. Developer is causing the construction of the Minimum Improvements
with the anticipation that the Minimum Improvements will be occupied by commercial enterprises that
will be employing individuals therein at least until the Termination Date of this Agreement, and Developer
shall use commercially reasonable efforts to attract such enterprises to locate in the Minimum
Improvements.
Section 5.7. Annual Certification. To assist the City in monitoring the Agreement and
performance of Developer hereunder, a duly authorized officer of Developer shall annually provide to the
City: (i) proof that all ad valorem taxes on the Development Property and Minimum Improvements have
been paid for the prior fiscal year and any taxes due and payable for the current fiscal year as of the date
of certification; (ii) the date of the first full assessment of each Building, the fully assessed value, and the
current assessed value; (iii) the name of any enterprise operating a business that employs employees in
the Minimum Improvements; and (iv) certification that such officer has re-examined the terms and
provisions of this Agreement and that at the date of such certificate, and during the preceding twelve (12)
months, Developer is not, or was not, in default in the fulfillment of any of the terms and conditions of
this Agreement and that no Event of Default (or event which, with the lapse of time or the giving of notice,
or both, would become an Event of Default) is occurring or has occurred as of the date of such certificate
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or during such period, or if the signer is aware of any such default, event or Event of Default, said officer
shall disclose in such statement the nature thereof, its period of existence and what action, if any, has been
taken or is proposed to be taken with respect thereto. Such statement, proof and certificate shall be
provided not later than November 1 of each year, commencing November 1, 2022 and continuing until
the November 1 preceding the last Economic Development Grant to be made. Developer shall provide
supporting information for its Annual Certifications upon request of the City. See Exhibit D for the form
required for Developer’s Annual Certification.
Section 5.8. Developer Completion Guarantee. By signing this Agreement, Developer hereby
guarantees to the City to use commercially reasonable best efforts in the performance by Developer of all
the terms and provisions of this Agreement pertaining to Developer’s obligations with respect to the
construction of the Minimum Improvements. Without limiting the generality of the foregoing, Developer
guarantees to use commercially reasonable best efforts in the: (a) construction of the Minimum
Improvements shall be completed generally, and subject to mutually agreed delays or Unavoidable Delays,
within the time limits set forth herein; (b) the Minimum Improvements shall be constructed and completed
in substantial accordance with this Agreement; (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 VI. PROHIBITION AGAINST ASSIGNMENT AND TRANSFER
Section 6.1. Status of Developer; Transfer of Substantially All Assets; Assignment. As security
for the obligations of Developer under this Agreement, Developer represents and agrees that, prior to the
Termination Date, Developer, and its affiliates, shall not transfer, convey, or assign its interest in this
Agreement to any other party, other than assignment of Developer’s interest in the Economic
Development Grants to a lender as security for a loan that provides financing for the Minimum
Improvements, unless: (i) the transferee partnership, corporation, limited liability company, or individual
assumes in writing all of the then-outstanding obligations of Developer under this Agreement; and (ii) the
City consents thereto in writing in advance thereof.
Section 6.2. Prohibition Against Use as Non-Taxable or Centrally Assessed Property. During
the term of this Agreement, the Developer, Additional Property Owner, and their successors or assigns
agree that no portion of the Development Property or Minimum Improvements shall be transferred or sold
to a non-profit entity or used for a purpose that would exempt the Development Property or Minimum
Improvements from property tax liability. Nor can the Development Property or Minimum Improvements
be used as centrally assessed property (including but not limited to, Iowa Code §§ 428.24 to 428.29 (Public
Utility Plants and Related Personal Property); Chapter 433 (Telegraph and Telephone Company Property);
Chapter 434 (Railway Property); Chapter 437 (Electric Transmission Lines); Chapter 437A (Property
Used in the Production, Generation, Transmission or Delivery of Electricity or Natural Gas); and Chapter
438 (Pipeline Property)).
ARTICLE VII. ECONOMIC DEVELOPMENT GRANTS
Section 7.1. Economic Development Grants.
a. 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
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this Agreement, to make annual payments of Economic Development Grants to the Developer for each
Building under the following terms and conditions.
i Buildings R4, F1, and M1. Assuming completion of Buildings R4, F1, and M1 by
December 31, 2022, full assessment of Buildings R4, F1, and M1 on January 1, 2023, debt
certification to the Auditor by the City prior to December 1, 2023, the Economic Development
Grants for Buildings R4, F1, and M1 shall commence on June 1, 20 25, and end on June 1, 2036,
pursuant to Section 403.19 of the Urban Renewal Act under the following formula:
June 1, 2025 80% of Tax Increments for Buildings R4, F1, and M1 (commercial
value only) for Fiscal Year 24-25
June 1, 2026 80% of Tax Increments for Buildings R4, F1, and M1 (commercial
value only) for Fiscal Year 25-26
June 1, 2027 80% of Tax Increments for Buildings R4, F1, and M1 (commercial
value only) for Fiscal Year 26-27
June 1, 2028 80% of Tax Increments for Buildings R4, F1, and M1 (commercial
value only)for Fiscal Year 27-28
June 1, 2029 80% of Tax Increments for Buildings R4, F1, and M1 (commercial
value only) for Fiscal Year 28-29
June 1, 2030 80% of Tax Increments for Buildings R4, F1, and M1 (commercial
value only) for Fiscal Year 29-30
June 1, 2031 80% of Tax Increments for Buildings R4, F1, and M1 (commercial
value only) for Fiscal Year 30-31
June 1, 2032 80% of Tax Increments for Buildings R4, F1, and M1 (commercial
value only) for Fiscal Year 31-32
June 1, 2033 80% of Tax Increments for Buildings R4, F1, and M1(commercial
value only) for Fiscal Year 32-33
June 1, 2034 80% of Tax Increments for Buildings R4, F1, and M1 (commercial
value only) for Fiscal Year 33-34
June 1, 2035 80% of Tax Increments for Buildings R4, F1, and M1 (commercial
value only) for Fiscal Year 34-35
June 1, 2036 80% of Tax Increments for Buildings R4, F1, and M1 (commercial
value only) for Fiscal Year 35-36
For the avoidance of doubt, Developer acknowledges and agrees that while completion and full
assessment of the entire Building M1 is required to be in compliance with this Agreement,
assuming compliance with the terms of this Agreement, Developer will only receive Grants based
on Tax Increment derived from that portion of Building M1 assessed as commercial.
ii. Building R1. Assuming completion of Building R1 by December 31, 2022, full
assessment of Building R1 on January 1, 2023, debt certification to the Auditor by the City prior
to December 1, 2023, the Economic Development Grants for Building R1 shall commence on June
1, 2025, and end on June 1, 2036, pursuant to Section 403.19 of the Urban Renewal Act under the
following formula:
June 1, 2025 80% of Tax Increments for Building R1 for Fiscal Year 24-25
June 1, 2026 80% of Tax Increments for Building R1 for Fiscal Year 25-26
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June 1, 2027 80% of Tax Increments for Building R1 for Fiscal Year 26-27
June 1, 2028 80% of Tax Increments for Building R1 for Fiscal Year 27-28
June 1, 2029 80% of Tax Increments for Building R1 for Fiscal Year 28-29
June 1, 2030 80% of Tax Increments for Building R1 for Fiscal Year 29-30
June 1, 2031 80% of Tax Increments for Building R1 for Fiscal Year 30-31
June 1, 2032 80% of Tax Increments for Building R1 for Fiscal Year 31-32
June 1, 2033 80% of Tax Increments for Building R1 for Fiscal Year 32-33
June 1, 2034 80% of Tax Increments for Building R1 for Fiscal Year 33-34
June 1, 2035 80% of Tax Increments for Building R1 for Fiscal Year 34-35
June 1, 2036 80% of Tax Increments for Building R1 for Fiscal Year 35-36
iii. Building V1. Assuming completion of Building V1 by December 31, 2025, full
assessment of Building V1 on January 1, 2026, debt certification to the Auditor by the City prior
to December 1, 2026, the Economic Development Grants for Building V1 shall commence on June
1, 2028, and end on June 1, 2047, pursuant to Section 403.19 of the Urban Renewal Act under the
following formula:
June 1, 2028 90% of Tax Increments for Building V1 for Fiscal Year 27-28
June 1, 2029 90% of Tax Increments for Building V1 for Fiscal Year 28-29
June 1, 2030 90% of Tax Increments for Building V1 for Fiscal Year 29-30
June 1, 2031 90% of Tax Increments for Building V1 for Fiscal Year 30-31
June 1, 2032 90% of Tax Increments for Building V1 for Fiscal Year 31-32
June 1, 2033 90% of Tax Increments for Building V1 for Fiscal Year 32-33
June 1, 2034 90% of Tax Increments for Building V1 for Fiscal Year 33-34
June 1, 2035 90% of Tax Increments for Building V1 for Fiscal Year 34-35
June 1, 2036 90% of Tax Increments for Building V1 for Fiscal Year 35-36
June 1, 2037 90% of Tax Increments for Building V1 for Fiscal Year 36-37
June 1, 2038 90% of Tax Increments for Building V1 for Fiscal Year 37-38
June 1, 2039 90% of Tax Increments for Building V1 for Fiscal Year 38-39
June 1, 2040 90% of Tax Increments for Building V1 for Fiscal Year 39-40
June 1, 2041 90% of Tax Increments for Building V1 for Fiscal Year 40-41
June 1, 2042 90% of Tax Increments for Building V1 for Fiscal Year 41-42
June 1, 2043 90% of Tax Increments for Building V1 for Fiscal Year 42-43
June 1, 2044 90% of Tax Increments for Building V1 for Fiscal Year 43-44
June 1, 2045 90% of Tax Increments for Building V1 for Fiscal Year 44-45
June 1, 2046 90% of Tax Increments for Building V1 for Fiscal Year 45-46
June 1, 2047 90% of Tax Increments for Building V1 for Fiscal Year 46-47
iv. Building G1. Assuming completion of Building G1 by December 31, 2025, full
assessment of Building G1 on January 1, 2026, debt certification to the Auditor by the City prior
to December 1, 2026, the Economic Development Grants for Building G1 shall commence on June
1, 2028, and end on June 1, 2047, pursuant to Section 403.19 of the Urban Renewal Act under the
following formula:
June 1, 2028 90% of Tax Increments for Building G1 for Fiscal Year 27-28
June 1, 2029 90% of Tax Increments for Building G1 for Fiscal Year 28-29
June 1, 2030 90% of Tax Increments for Building G1 for Fiscal Year 29-30
June 1, 2031 90% of Tax Increments for Building G1 for Fiscal Year 30-31
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June 1, 2032 90% of Tax Increments for Building G1 for Fiscal Year 31-32
June 1, 2033 90% of Tax Increments for Building G1 for Fiscal Year 32-33
June 1, 2034 90% of Tax Increments for Building G1 for Fiscal Year 33-34
June 1, 2035 90% of Tax Increments for Building G1 for Fiscal Year 34-35
June 1, 2036 90% of Tax Increments for Building G1 for Fiscal Year 35-36
June 1, 2037 90% of Tax Increments for Building G1 for Fiscal Year 36-37
June 1, 2038 90% of Tax Increments for Building G1 for Fiscal Year 37-38
June 1, 2039 90% of Tax Increments for Building G1 for Fiscal Year 38-39
June 1, 2040 90% of Tax Increments for Building G1 for Fiscal Year 39-40
June 1, 2041 90% of Tax Increments for Building G1 for Fiscal Year 40-41
June 1, 2042 90% of Tax Increments for Building G1 for Fiscal Year 41-42
June 1, 2043 90% of Tax Increments for Building G1 for Fiscal Year 42-43
June 1, 2044 90% of Tax Increments for Building G1 for Fiscal Year 43-44
June 1, 2045 90% of Tax Increments for Building G1 for Fiscal Year 44-45
June 1, 2046 90% of Tax Increments for Building G1 for Fiscal Year 45-46
June 1, 2047 90% of Tax Increments for Building G1 for Fiscal Year 46-47
v. Building H2. Assuming completion of Building H2 by December 31, 2025, full
assessment of Building H2 on January 1, 2026, debt certification to the Auditor by the City prior
to December 1, 2026, the Economic Development Grants for Building H2 shall commence on June
1, 2028, and end on June 1, 2043, pursuant to Section 403.19 of the Urban Renewal Act under the
following formula:
June 1, 2028 80% of Tax Increments for Building H2 for Fiscal Year 27-28
June 1, 2029 80% of Tax Increments for Building H2 for Fiscal Year 28-29
June 1, 2030 80% of Tax Increments for Building H2 for Fiscal Year 29-30
June 1, 2031 80% of Tax Increments for Building H2 for Fiscal Year 30-31
June 1, 2032 80% of Tax Increments for Building H2 for Fiscal Year 31-32
June 1, 2033 80% of Tax Increments for Building H2 for Fiscal Year 32-33
June 1, 2034 80% of Tax Increments for Building H2 for Fiscal Year 33-34
June 1, 2035 80% of Tax Increments for Building H2 for Fiscal Year 34-35
June 1, 2036 80% of Tax Increments for Building H2 for Fiscal Year 35-36
June 1, 2037 80% of Tax Increments for Building H2 for Fiscal Year 36-37
June 1, 2038 80% of Tax Increments for Building H2 for Fiscal Year 37-38
June 1, 2039 80% of Tax Increments for Building H2 for Fiscal Year 38-39
June 1, 2040 80% of Tax Increments for Building H2 for Fiscal Year 39-40
June 1, 2041 80% of Tax Increments for Building H2 for Fiscal Year 40-41
June 1, 2042 80% of Tax Increments for Building H2 for Fiscal Year 41-42
June 1, 2043 80% of Tax Increments for Building H2 for Fiscal Year 42-43
vi. Buildings R2, R3, F2, F3, F4, M2, B1, SP. Assuming completion of Buildings R2,
R3, F2, F3, F4, M2, B1, and SP by December 31, 2023, full assessment of Buildings R2, R3, F2,
F3, F4, M2, B1, and SP on January 1, 2024, debt certification to the Auditor by the City prior to
December 1, 2024, the Economic Development Grants for Buildings R2, R3, F2, F3, F4, M2, B1,
and SP shall commence on June 1, 2026, and end on June 1, 2037, pursuant to Section 403.19 of
the Urban Renewal Act under the following formula:
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June 1, 2026 80% of Tax Increments for Buildings R2, R3, F2, F3, F4,
M2, B1, and SP for Fiscal Year 25-26
June 1, 2027 80% of Tax Increments for Buildings R2, R3, F2, F3, F4,
M2, B1, and SP for Fiscal Year 26-27
June 1, 2028 80% of Tax Increments for Buildings R2, R3, F2, F3, F4,
M2, B1, and SP for Fiscal Year 27-28
June 1, 2029 80% of Tax Increments for Buildings R2, R3, F2, F3, F4,
M2, B1, and SP for Fiscal Year 28-29
June 1, 2030 80% of Tax Increments for Buildings R2, R3, F2, F3, F4,
M2, B1, and SP for Fiscal Year 29-30
June 1, 2031 80% of Tax Increments for Buildings R2, R3, F2, F3, F4,
M2, B1, and SP for Fiscal Year 30-31
June 1, 2032 80% of Tax Increments for Buildings R2, R3, F2, F3, F4,
M2, B1, and SP for Fiscal Year 31-32
June 1, 2033 80% of Tax Increments for Buildings R2, R3, F2, F3, F4,
M2, B1, and SP for Fiscal Year 32-33
June 1, 2034 80% of Tax Increments for Buildings R2, R3, F2, F3, F4,
M2, B1, and SP for Fiscal Year 33-34
June 1, 2035 80% of Tax Increments for Buildings R2, R3, F2, F3, F4,
M2, B1, and SP for Fiscal Year 34-35
June 1, 2036 80% of Tax Increments for Buildings R2, R3, F2, F3, F4,
M2, B1, and SP for Fiscal Year 35-36
June 1, 2037 80% of Tax Increments for Buildings R2, R3, F2, F3, F4,
M2, B1, and SP for Fiscal Year 36-37
vii. Building G2. Assuming completion of Building G2 by December 31, 2025, full
assessment of Building G2 on January 1, 2026, debt certification to the Auditor by the City prior
to December 1, 2026, the Economic Development Grants for Building G2 shall commence on June
1, 2028, and end on June 1, 2047, pursuant to Section 403.19 of the Urban Renewal Act under the
following formula:
June 1, 2028 90% of Tax Increments for Building G2 for Fiscal Year 27-28
June 1, 2029 90% of Tax Increments for Building G2 for Fiscal Year 28-29
June 1, 2030 90% of Tax Increments for Building G2 for Fiscal Year 29-30
June 1, 2031 90% of Tax Increments for Building G2 for Fiscal Year 30-31
June 1, 2032 90% of Tax Increments for Building G2 for Fiscal Year 31-32
June 1, 2033 90% of Tax Increments for Building G2 for Fiscal Year 32-33
June 1, 2034 90% of Tax Increments for Building G2 for Fiscal Year 33-34
June 1, 2035 90% of Tax Increments for Building G2 for Fiscal Year 34-35
June 1, 2036 90% of Tax Increments for Building G2 for Fiscal Year 35-36
June 1, 2037 90% of Tax Increments for Building G2 for Fiscal Year 36-37
June 1, 2038 90% of Tax Increments for Building G2 for Fiscal Year 37-38
June 1, 2039 90% of Tax Increments for Building G2 for Fiscal Year 38-39
June 1, 2040 90% of Tax Increments for Building G2 for Fiscal Year 39-40
June 1, 2041 90% of Tax Increments for Building G2 for Fiscal Year 40-41
June 1, 2042 90% of Tax Increments for Building G2 for Fiscal Year 41-42
June 1, 2043 90% of Tax Increments for Building G2 for Fiscal Year 42-43
June 1, 2044 90% of Tax Increments for Building G2 for Fiscal Year 43-44
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June 1, 2045 90% of Tax Increments for Building G2 for Fiscal Year 44-45
June 1, 2046 90% of Tax Increments for Building G2 for Fiscal Year 45-46
June 1, 2047 90% of Tax Increments for Building G2 for Fiscal Year 46-47
viii. Building M3. Assuming completion of Building M3 by December 31, 2024, full
assessment of Building M3 on January 1, 2025, debt certification to the Auditor by the City prior
to December 1, 2025, the Economic Development Grants for Building M3 shall commence on
June 1, 2027, and end on June 1, 2038, pursuant to Section 403.19 of the Urban Renewal Act under
the following formula:
June 1, 2027 80% of Tax Increments for Building M3 for Fiscal Year 26-27
June 1, 2028 80% of Tax Increments for Building M3 for Fiscal Year 27-28
June 1, 2029 80% of Tax Increments for Building M3 for Fiscal Year 28-29
June 1, 2030 80% of Tax Increments for Building M3 for Fiscal Year 29-30
June 1, 2031 80% of Tax Increments for Building M3 for Fiscal Year 30-31
June 1, 2032 80% of Tax Increments for Building M3 for Fiscal Year 31-32
June 1, 2033 80% of Tax Increments for Building M3 for Fiscal Year 32-33
June 1, 2034 80% of Tax Increments for Building M3 for Fiscal Year 33-34
June 1, 2035 80% of Tax Increments for Building M3 for Fiscal Year 34-35
June 1, 2036 80% of Tax Increments for Building M3 for Fiscal Year 35-36
June 1, 2037 80% of Tax Increments for Building M3 for Fiscal Year 36-37
June 1, 2038 80% of Tax Increments for Building M3 for Fiscal Year 37-38
ix. Building H1. Assuming completion of Building H1 by December 31, 2025, full
assessment of Building H1 on January 1, 2026, debt certification to the Auditor by the City prior
to December 1, 2026, the Economic Development Grants for Building H1 shall commence on June
1, 2028, and end on June 1, 2043, pursuant to Section 403.19 of the Urban Renewal Act under the
following formula:
June 1, 2028 80% of Tax Increments for Building H1 for Fiscal Year 27-28
June 1, 2029 80% of Tax Increments for Building H1 for Fiscal Year 28-29
June 1, 2030 80% of Tax Increments for Building H1 for Fiscal Year 29-30
June 1, 2031 80% of Tax Increments for Building H1 for Fiscal Year 30-31
June 1, 2032 80% of Tax Increments for Building H1 for Fiscal Year 31-32
June 1, 2033 80% of Tax Increments for Building H1 for Fiscal Year 32-33
June 1, 2034 80% of Tax Increments for Building H1 for Fiscal Year 33-34
June 1, 2035 80% of Tax Increments for Building H1 for Fiscal Year 34-35
June 1, 2036 80% of Tax Increments for Building H1 for Fiscal Year 35-36
June 1, 2037 80% of Tax Increments for Building H1 for Fiscal Year 36-37
June 1, 2038 80% of Tax Increments for Building H1 for Fiscal Year 37-38
June 1, 2039 80% of Tax Increments for Building H1 for Fiscal Year 38-39
June 1, 2040 80% of Tax Increments for Building H1 for Fiscal Year 39-40
June 1, 2041 80% of Tax Increments for Building H1 for Fiscal Year 40-41
June 1, 2042 80% of Tax Increments for Building H1 for Fiscal Year 41-42
June 1, 2043 80% of Tax Increments for Building H1 for Fiscal Year 42-43
x. Building M4. Assuming completion of Building M4 by December 31, 2025, full
assessment of Building M4 on January 1, 2026, debt certification to the Auditor by the City prior
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to December 1, 2026, the Economic Development Grants for Building M4 shall commence on
June 1, 2028, and end on June 1, 2039, pursuant to Section 403.19 of the Urban Renewal Act under
the following formula:
June 1, 2028 80% of Tax Increments for Building M4 for Fiscal Year 27-28
June 1, 2029 80% of Tax Increments for Building M4 for Fiscal Year 28-29
June 1, 2030 80% of Tax Increments for Building M4 for Fiscal Year 29-30
June 1, 2031 80% of Tax Increments for Building M4 for Fiscal Year 30-31
June 1, 2032 80% of Tax Increments for Building M4 for Fiscal Year 31-32
June 1, 2033 80% of Tax Increments for Building M4 for Fiscal Year 32-33
June 1, 2034 80% of Tax Increments for Building M4 for Fiscal Year 33-34
June 1, 2035 80% of Tax Increments for Building M4 for Fiscal Year 34-35
June 1, 2036 80% of Tax Increments for Building M4 for Fiscal Year 35-36
June 1, 2037 80% of Tax Increments for Building M4 for Fiscal Year 36-37
June 1, 2038 80% of Tax Increments for Building M4 for Fiscal Year 37-38
June 1, 2039 80% of Tax Increments for Building M4 for Fiscal Year 38-39
b. Maximum Amount of Economic Development Grants. The maximum amount of the
Economic Development Grants that may be paid to the Developer per Building on an annual and aggregate
basis under this Agreement shall not exceed the lesser of: (i) the amount of available Tax Increments under
the formula and schedules set forth in Section 7.1(b) or (ii) the amounts reflected below:
Building Annual – Not to Exceed Aggregate– Not to Exceed
Building V1 $505,440 $10,108,800
Building R1 $50,038 $600,461
Building R2 $37,066 $444,787
Building R3 $46,332 $555,984
Building R4 $70,425 $845,098
Building F1 $46,332 $555,984
Building F2 $46,332 $555,984
Building F3 $46,332 $555,984
Building F4 $33,696 $404,352
Building M1 $18,720 $224,640
Building M2 $54,288 $651,456
Building M3 $83,398 $1,000,771
Building M4 $92,664 $1,111,968
Building H1 $262,080 $4,193,280
Building H2 $262,080 $4,193,280
Building B1 $37,066 $444,787
Building G1 $151,830 $3,032,640
Building G2 $115,830 $2,316,600
Surface Parking (SP) $47,886 $574,627
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.
Execution Version 20
c. Calculation of Grants. Each annual payment shall be equal in amount to the above
percentages of the Tax Increments collected by the City with respect to the Minimum Improvements
(Building values only) under the terms of the Ordinance and deposited into the The Quarter at Waukee,
L.L.C. TIF Account (without regard to any averaging that may otherwise be utilized under Section 403.19
and excluding any interest that may accrue thereon prior to payment to Developer) during the preceding
twelve-month period in respect of the Minimum Improvements, but subject to limitation and adjustment
as provided in this Article.
d. Source of Economic Development Grant Funds Limited. It is agreed and understood that
each Economic Development Grant shall be payable from and secured solely and only by incremental
taxes received by the City under Iowa Code Section 403.19 from levies upon each Building and deposited
and held in the The Quarter at Waukee, L.L.C. TIF Account of the Waukee Consolidated Urban Renewal
Area Tax Increment Revenue Fund of the City; and in no event shall Developer be entitled to receive more
than calculated under the formulas set forth in Section 7.1(a), even if the maximums as set forth in Section
7.1(b) are not met.
e. No Extension. 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 or the total
amount thereof, it being the intent of parties hereto to provide Developer with an opportunity to receive
Economic Development Grants only if Developer fully complies with the provisions hereof and the
Developer becomes entitled thereto, up to the maximum amounts set forth in Section 7.1(b).
Section 7.2. Conditions Precedent. Notwithstanding the provisions of Section 7.1 above, the
obligation of the City to make an Economic Development Grant in any year shall be subject to and
conditioned upon the following:
a. Developer’s and Additional Property Owner’s continued compliance with the terms of this
Agreement, including, but not limited to, construction of the Minimum Improvements by the dates in
Exhibit B, assessment of the Development Property and Minimum Improvements consistent with the
Minimum Assessment Agreement, and payment of property taxes on the Development Property and
Minimum Improvements; and
b. Developer’s timely filing of the Annual Certifications required under Section 5.7; and
c. Developer's phased completion of Buildings, as set forth in Exhibit B and Sections 7.1(a),
consistent with the terms of this Agreement. For the avoidance of doubt, the City and Developer agree the
Economic Development Grants will be initiated consistent with the schedules in Sections 7.1(a), assuming
the timely completion and assessment of each Building and subject to the City’s right of non-
appropriation, even though other Minimum Improvements are not yet scheduled for completion. However,
if the Required Improvements are not timely completed in accordance with the terms set forth in this
Agreement, then the Developer shall no longer be eligible for any Economic Development Grants under
any schedules set forth in Sections 7.1(a) and, in addition to other available remedies, the City may
terminate this Agreement in its entirety.
In the event that an Event of Default occurs or any certification filed by Developer under Section
5.7 (or other information) discloses the existence of an Event of Default that was not cured or cannot
reasonably be cured, the City shall have the remedies set forth in Section 9.2.
Execution Version 21
Section 7.3. TIF Ordinance and Annual Appropriation.
a. The City hereby covenants and agrees to maintain the Ordinances with respect to the
Development Property in force during the term of this Agreement and to apply the incremental taxes
collected in respect of the Development Property and the Minimum Improvements and allocated to the
The Quarter at Waukee, L.L.C. TIF Account to pay the Economic Development Grants, as and to the
extent set forth in this Article. The Economic Development Grants shall not be payable in any manner by
other tax increment revenues or by general taxation or from any other City funds. Any commercial and
industrial property tax replacement monies that may be received under chapter 441.21A 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 7.1 hereof, the City shall have no obligation to
make an Economic Development Grant to the Developer if at any time during the term hereof the City
fails to appropriate funds or receives an opinion from a court of competent jurisdiction to t he effect that
the use of Tax Increments resulting from the Project and Minimum Improvements to fund an Economic
Development Grant to the Developer, as contemplated under said Section 7.1, is not authorized or
otherwise an appropriate urban renewal activit y permitted to be undertaken by the City under the Urban
Renewal Act or other applicable provisions of the Code, as then constituted. Upon such non-
appropriation, or receipt of such an opinion, the City shall promptly forward a notice of the same to the
Developer. If the circumstances or legal constraints continue for a period during which two (2) Economic
Development Grants would otherwise have been paid to the Developer under the terms of Section 7.1, the
City may terminate this Agreement, without penalty or other liability to the Developer, by written notice
to the Developer.
d. The City makes no representation with respect to the amounts that may finally be paid to
the Developer as the Economic Development Grants, and under no circumstances shall the City in any
manner be liable to the Developer so long as the City timely applies the Tax Increments actually collected
and held in the The Quarter at Waukee, L.L.C. TIF Account (regardless of the amounts thereof) to the
payment of the Economic Development Grants to the Developer, as and to the extent described in this
Article.
Execution Version 22
Section 7.4. Use of Other Tax Increments. The City shall be free to use any and all available
Tax Increments resulting from the suspension or termination of the Economic Development Grants for
any purpose for which the Tax Increments may lawfully be used pursuant to the provisions of the Urban
Renewal Act (including an allocation of all or any portion thereof to the reduction of any eligible City
costs), and the City shall have no obligations to Developer or Additional Property Owner with respect to
the use thereof.
ARTICLE VIII. INDEMNIFICATION
Section 8.1. Release and Indemnification Covenants.
a. Developer and Additional Property Owner release the City and the governing body
members, officers, agents, servants, and employees thereof (hereinafter, for purposes of this Article VIII,
the “Indemnified Parties”) from, covenant and agree that the Indemnified Parties shall not be liable for,
and agrees to indemnify, defend, and hold harmless the Indemnified Parties against, any loss or damage
to property or any injury to or death of any person occurring at or about or resulting from any defect in
the Minimum Improvements or Development Property.
b. Except to the extent arising from any willful misrepresentation, gross negligence, or any
willful or wanton misconduct or any unlawful act of the indemnified parties, Developer and Additional
Property Owner agree to protect and defend the Indemnified Parties, now or forever, and further agree 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 operation of the Minimum Improvements; or (iii) any hazardous substance or
environmental contamination located in or on the Development Property.
c. The Indemnified Parties shall not be liable for any damage or injury to the persons or
property of Developer, Additional Property Owner, or their officers, agents, servants, or employees or
any other person who may be about the Minimum Improvements or Development Property due to any act
of negligence of any person, other than any act of negligence on the part of any such Indemnified Party or
its officers, agents, servants, or employees.
d. The provisions of this Article VIII shall survive the termination of this Agreement.
ARTICLE IX. EVENTS OF DEFAULT, REMEDIES
Section 9.1. Events of Default Defined. The following shall be “Events of Default” under this
Agreement and the term “Event of Default” shall mean, whenever it is used in this Agreement, any one or
more of the following events during the Term of this Agreement; provided, however, that if Developer
has timely completed the Required Improvements under the terms of this Agreement, then a breach of the
terms of this Agreement under Section 9.1(a)-(d) that can be attributed directly to a particular Building of
the Minimum Improvements shall not constitute a default with respect to any other Building:
Execution Version 23
a. Failure by Developer to cause the construction of the Minimum Improvements to be
completed pursuant to the terms and conditions of this Agreement or the Minimum Assessment
Agreement;
b. 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;
c. Transfer of any interest in this Agreement in violation of the provisions of this Agreement;
d. Failure by Developer or Additional Property Owner to pay ad valorem taxes on the
Development Property or Minimum Improvements (excepting any portion thereof no longer owned by
Developer or Additional Property Owner);
e. The holder of any Mortgage on the Development Property, or any improvements thereon,
or any portion thereof, commences foreclosure proceedings as a result of any default under the applicable
Mortgage documents;
f. Developer shall:
i. 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
ii. make an assignment for the benefit of its creditors; or
iii. admit in writing its inability to pay its debts generally as they become due; or
iv. be adjudicated as bankrupt or insolvent; or if a petition or answer proposing the
adjudication of Developer as bankrupt or either entity’s reorganization under any present or future federal
bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer
shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or
liquidator of Developer, the Minimum Improvements, or part thereof, shall be appointed in any
proceedings brought against Developer, and shall not be discharged within ninety (90) days after such
appointment, or if Developer shall consent to or acquiesce in such appointment; or
g. Any representation or warranty made by Developer in thi s Agreement or in any written
statement or certificate furnished by Developer pursuant to this Agreement, shall prove to have been
incorrect, incomplete, or misleading in any material respect on or as of the date of the issuance or making
thereof.
Section 9.2. Remedies on Default. Whenever any Event of Default referred to in Section 9.1 of
this Agreement occurs and is continuing, the City, as specified below, may take any one or more of the
following actions, after (except in the case of an Event of Default under subsections 9.1(e) or 9.1(f) of
said Section 9.1) the giving of thirty (30) days’ written notice by the City to Developer and the holder of
the First Mortgage (but only to the extent the City has been informed in writing of the existence of a First
Mortgage and been provided with the address of the holder thereof) of the Event of Default, but only if
the Event of Default has not been cured within said thirty (30) days, or if the Event of Default cannot
Execution Version 24
reasonably be cured within thirty (30) days and Developer does not provide assurances reasonably
satisfactory to the City that the Event of Default will be cured as soon as reasonably possible:
a. The City may suspend its performance under this Agreement until it receives assurances
from the Developer, deemed adequate by the City, that the Developer will cure the default and continue
its performance under this Agreement;
b. The City may terminate this Agreement; provided however, that if Developer has timely
completed the Required Improvements under the terms of this Agreement and a breach of the terms of
this Agreement under Section 9.1(a)-(d) can be attributed directly to a particular Building of the Minimum
Improvements, then the City shall only terminate the Agreement with respect to that Building;
c. The City may take any action, including legal, equitable, or administrative action, which
may appear necessary or desirable to enforce performance and observance of any obligation, agreement,
or covenant of Developer, as the case may be, under this Agreement; or
d. The City will have no obligation to make payment of Economic Development Grants to
Developer subsequent to the Event of Default; provided, however, that if Developer has timely completed
the Required Improvements and a breach of the terms of this Agreement under Section 9.1(a)-(d) can be
attributed directly to a particular Building of the Minimum Improvements, then the City shall on ly
terminate the Economic Development Grants with respect to that Building.
Section 9.3. 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 9.4. 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 9.5. Agreement to Pay Attorneys’ Fees and Expenses.
a. Developer agrees that an amount equal to the actual costs incurred by the City in connection
with the drafting and execution of this Agreement, including, but not limited to publication fees for legal
notices, actual costs associated with City Council meetings, and reasonable legal fees of the City
associated with the negotiation, drafting, and authorization of this Agreement and the associated Urban
Renewal Plan amendment shall be paid by Developer within 30 days of Developer’s receipt of an invoice
for said costs from the City.
b. Whenever any Event of Default occurs and the City 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 on the part of Developer herein contained, and the City prevails
in an action to enforce this Agreement, the Developer agrees that it shall, on demand therefor, pay to the
Execution Version 25
City the reasonable fees of such attorneys and such other expenses as may be reasonably and appropriately
incurred by the City in connection therewith.
ARTICLE X. MISCELLANEOUS
Section 10.1. Conflict of Interest. Developer and Additional Property Owner represent and
warrant that, to each of its best knowledge and belief after due inquiry, no officer or employee of the City,
or their 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 10.2. 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 b y registered
or certified mail, postage prepaid, return receipt requested, or delivered personally, and
a. In the case of Developer, is addressed or delivered personally to The Quarter at Waukee,
L.L.C. at 4011 Ave. of the Cities, Moline, IL 60265, Attn: Harry Coin, Manager;
b. In the case of Additional Property Owner, is addressed or delivered personally to Waukee
Prairie Apartments LLC at 1805 State Street, Ste. 103, Bettendorf, IA 52722 , Attn: Ben
Eastep, Manager; and
b. In the case of the City, is addressed to or delivered personally to the City at 230 West
Hickman Road, Waukee, Iowa 50263, Attn: City Clerk;
or to such other designated individual or officer or to such other address as any party shall have furnished
to the other in writing in accordance herewith.
Section 10.3. 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 10.4. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall constitute one and the same instrument.
Section 10.5. Governing Law. This Agreement shall be governed and construed in accordance
with the laws of the State of Iowa.
Section 10.6. Entire Agreement. This Agreement and the exhibits hereto reflect the entire
agreement among the parties regarding the subject matter hereof, and supersedes and replaces all prior
agreements, negotiations or discussions, whether oral or written, including but not limited to the Original
Agreement. This Agreement may not be amended except by a subsequent writing signed by all parties
hereto.
Execution Version 26
Section 10.7. Successors and Assigns. This Agreement is intended to and shall inure to the
benefit of and be binding upon the parties hereto and their respective permitted successors and assigns.
Section 10.8. Termination Date. This Agreement shall terminate and be of no further force or
effect on and after December 31, 2047, unless terminated earlier under the provisions of this Agreement.
Section 10.9. Memorandum of Agreement. The parties agree to execute and record a
Memorandum of Agreement for Private Development, in substantially the form attached as Exhibit C, to
serve as notice to the public of the existence and provisions of this Agreement, and the rights and interests
held by the City by virtue hereof. The City shall pay for all costs of recording.
Section 10.10. No Third-Party Beneficiaries. No rights or privileges of either party hereto shall
inure to the benefit of any landowner, contractor, subcontractor, material supplier, or any other person or
entity, and no such contractor, landowner, subcontractor, material supplier, or an y other person or entity
shall be deemed to be a third-party beneficiary of any of the provisions contained in this Agreement.
IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its name
and behalf by its Mayor and its seal to be hereunto duly affixed and attested by its City Clerk, and the
Developer, Original Developer, and Additional Property Owner have each caused this Agreement to be
duly executed in its name and behalf by its authorized representative, all on or as of the day first above
written.
[Signatures start on the next page]
Execution Version 27
(SEAL) CITY OF WAUKEE, IOWA
By: ________________________________
Courtney Clarke, Mayor
ATTEST:
By: ________________________
Becky Schuett, City Clerk
STATE OF IOWA )
) SS
COUNTY OF DALLAS )
On this ________ day of ________________________, 2020, before me a Notary Public in and
for said State, personally appeared Courtney Clarke and Becky Schuett, to me personally known, who
being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waukee,
Iowa, a Municipality created and existing under the laws of the State of Iowa, and that the seal affixed to
the foregoing instrument is the seal of said Municipality, and that said instrument was signed and sealed
on behalf of said Municipality by authority and resolution of its City Council, and said Mayor and City
Clerk acknowledged said instrument to be the free act and deed of said Municipality by it voluntarily
executed.
___________________________________
Notary Public in and for the State of Iowa
[Signature Page to Amended and Restated Agreement for Private Development – City of Waukee]
Execution Version Exhibit A-1
EXHIBIT A
DEVELOPMENT PROPERTY
The Development Property is described as follows:
Outlot U of The Shops at Kettlestone North Plat 4
AND
Parcel 19-92 of the survey of a part of Outlot V of The Shops at Kettlestone North Plat 4,
an Official Plat, City of Waukee, Dallas County, Iowa as shown in Book 2019, Page 16817
in the Office of the Recorder of Dallas County, Iowa
AND
Parcel 18-163 of the survey of a part of Outlot B of The Shops at Kettlestone North Plat 5,
an Official Plat, City of Waukee, Dallas County, Iowa as shown in Book 2018, Page 23782
in the Office of the Recorder of Dallas County, Iowa
For purposes of this Agreement, that portion of the Development Property referred to as the Additi onal
Property is that property described as:
Parcel 18-163 of the survey of a part of Outlot B of The Shops at Kettlestone North Plat 5,
an Official Plat, City of Waukee, Dallas County, Iowa as shown in Book 2018, Page 23782
in the Office of the Recorder of Dallas County, Iowa
Execution Version Exhibit B-1
EXHIBIT B
MINIMUM IMPROVEMENTS
Minimum Improvements shall mean an entertainment district that Developer shall cause to be
constructed on the Development Property for commercial/retail use and related site improvements, as
depicted in the proposed site plans below, and comprised of the following structures to be completed by
the deadlines noted below:
Building R4 - A retail building, 1 floor, approximately 12,000 total square feet. Valued at
$3,762,000. Completed by December 31, 2022.
Building F1 - A retail building, 1 floor, approximately 7,000 total square feet. Valued at
$2,475,000. Completed by December 31, 2022.
Building M1 – A mixed-use building, 1 floor of commercial retail, approximately 6,000 total
square feet. Valued at $1,000,000. Completed by December 31, 2022.
Building R1 – A retail building, 1 floor, approximately 9,000 total square feet. Valued at
$2,673,000. Completed by December 31, 2022.
Building V1 – An indoor live entertainment venue, approximately 50,000 total square feet.
Valued at $24,000,000. Completed by December 31, 2025.
Building G1 – A parking garage, 4 floors, approximately 400 stalls. Valued at $7,200,000.
Completed by December 31, 2025.
Building H2– A hotel, 4 floors, approximately 60,000 total square feet. Valued at $14,000,000.
Completed by December 31, 2025.
Building R2 - A retail building, 1 floor, approximately 6,000 total square feet. Valued at
$1,980,000. Completed by December 31, 2023.
Building R3 - A retail building, 1 floor, approximately 7,000 total square feet. Valued at
$2,475,000. Completed by December 31, 2023.
Building F3 - A retail building, 1 floor, approximately 7,000 total square feet. Valued at
$2,475,000. Completed by December 31, 2023.
Building F4 - A retail building, 1 floor, approximately 5,000 total square feet. Valued at
$1,800,000. Completed by December 31, 2023.
Building M2 - A retail building, 1 floor, approximately 10,000 total square feet. Valued at
$2,900,000. Completed by December 31, 2023.
Building B1 - A retail building, 1 floor, approximately 5,500 total square feet. Valued at
$1,980,000. Completed by December 31, 2023.
SP – Surface parking, approximately 1,246 parking stalls. Valued at $2,558,000. Completed by
December 31, 2023.
Building G2 – A parking garage, 3 floors, approximately 300 stalls. Valued at $5,500,000.
Completed by December 31, 2025.
Building M3 – A retail building, 1 floor, approximately 16,000 total square feet. Valued at
$4,455,000. Completed by December 31, 2024.
Building H1– A hotel, 4 floors, approximately 60,000 total square feet. Valued at $14,000,000.
Completed by December 31, 2025.
Building M4 – A retail building, 1 floor, approximately 18,000 total square feet. Valued at
$4,950,000. Completed by December 31, 2025.
Execution Version Exhibit B-2
The taxable valuation of the fully-assessed completed Minimum Improvements shall be at least
$102,658,000, after rollback.
Execution Version Exhibit B-3
PROPOSED SITE PLANS FOR MINIMUM IMPROVEMENTS
Execution Version Exhibit C-1
Prepared by: Nathan J. Overberg, Ahlers & Cooney, P.C., 100 Court Ave., Ste: #600, Des Moines, IA 50309 (515)243 -7611
Return to: City Administrator, City of Waukee, 230 W. Hickman Road, Waukee, IA 50263
EXHIBIT C
MEMORANDUM OF AMENDED AND RESTATED AGREEMENT FOR PRIVATE
DEVELOPMENT
WHEREAS, the City of Waukee, Iowa (the “City”) and Midtown Waukee Holdings, LLC,
an Iowa limited liability company, (“Original Developer”) did on or about the 4th day of November,
2019, make, execute, and deliver an Agreement for Private Development (the “Original
Agreement”), wherein and whereby Original Developer agreed, in accordance with the terms of
the Agreement and the Waukee Consolidated Urban Renewal Plan (the “Plan”), to develop and
operate certain real property located within the City and within the Waukee Consolidated Urban
Renewal Area, more particularly described as follows:
OUTLOT U OF THE SHOPS AT KETTLESTONE NORTH PLAT 4, AN
OFFICIAL PLAT, CITY OF WAUKEE, DALLAS COUNTY, IOWA,
RECORDED BOOK 2018, PAGE 14411.
SAID TRACT OF LAND CONTAINS 24.50 ACRES MORE OR LESS.
SAID TRACT OF LAND SUBJECT TO ALL EASEMENTS OF RECORD.
AND
A TRACT OF LAND BEING PART OF OUTLOT V OF THE SHOPS AT
KETTLESTONE NORTH PLAT 4, AN OFFICIAL PLAT, CITY OF WAUKEE,
DALLAS COUNTY, IOWA, RECORDED BOOK 2018, PAGE 14411, THAT IS
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF SAID OUTLOT V;
THENCE N00O18’55”E, 409.78 FEET ALONG THE WEST LINE OF SAID
OUTLOT; THENCE N80O14’06”E, 210.25 FEET; THENCE S84O58’29”E,
53.43 FEET, THENCE S51O40’56”E TO A POINT OF CURVATURE OF 965.00
FEET RADIUS CURVE CONCAVE TO THE NORTHWEST, SAID POINT
ALSO BEING ON THE EAST LINE OF SAID OUTLOT V; THENCE
SOUTHWESTERLY, 124.64 FEET, ALONG SAID EAST LINE AND ALONG
SAID CURVE, SAID CURVE HAS A CHORD LENGTH OF 124.64 FEET AND
A CHORD BEARING OF S19O14’36”W TO A POINT OF REVERSE
CURVATURE 535.00 FEET RADIUS CURVE CONCAVE TO THE
Execution Version Exhibit C-2
SOUTHEAST; THENCE SOUTHWESTERLY 250.80 FEET ALONG SAID
REVERSE CURVE AND ALONG SAID EAST LINE, SAID REVERSE CURVE
HAS A CHORD LENGTH OF 248.51 FEET AND A CHORD BEARING OF
S09O30’59”W, TO A POINT OF REVERSE CURVATURE 25.00 FEET
RADIUS CURVE CONCAVE TO THE NORTHWEST; THENCE
SOUTHWESTERLY, 38.26 FEET ALONG SAID EAST LINE AND ALONG
SAID CURVE, SAID CURVE HAS A CHORD LENGTH OF 34.63 FEET AND
A CHORD BEARING OF S39O55’47”W TO THE SOUTH LINE OF SAID
PLAT; THENCE S83O46’21”W, 197.43 FEET ALONG SAIF SOUTH LINE TO
THE POINT OF BEGINNING.
SAID TRACT OF LAND CONTAINS 2.350 ACRES MORE OR LESS.
WHEREAS, the Original Developer subsequently transferred the above described property
to The Quarter at Waukee, L.L.C. (the “Developer”), pursuant to Warranty Deed recorded with
the Recorder for Dallas County, Iowa at Book 2020, Page 2286; and
WHEREAS, pursuant to an Amended and Restated Agreement for Private Development
between the City, Developer, and Waukee Prairie Apartments LLC (“Additional Property
Owner”) dated ________________, 2020 (the “Agreement”), the parties have amended and
restated the terms of the Original Agreement to reflect changes to the parties, the description of
the Development Property and Minimum Improvements, and the terms for construction and
operation of the Minimum Improvements on the Development Property legally described as:
Outlot U of The Shops at Kettlestone North Plat 4
AND
Parcel 19-92 of the survey of a part of Outlot V of The Shops at Kettlestone North
Plat 4, an Official Plat, City of Waukee, Dallas County, Iowa as shown in Book
2019, Page 16817 in the Office of the Recorder of Dallas County, Iowa
AND
Parcel 18-163 of the survey of a part of Outlot B of The Shops at Kettlestone North
Plat 5, an Official Plat, City of Waukee, Dallas County, Iowa as shown in Book
2018, Page 23782 in the Office of the Recorder of Dallas County, Iowa
(the “Development Property”); and
WHEREAS, by execution of the Agreement, the Original Developer agreed that it shall no
longer have any rights or obligations under the Original Agreement and it shall have no rights or
obligations under the Agreement; and
WHEREAS, the Agreement terminates on December 31, 2047, unless otherwise
terminated as set forth in the Agreement; and
Execution Version Exhibit C-3
WHEREAS, the City, Developer, and Additional Property Owner 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
Administrator, Waukee, Iowa.
IN WITNESS WHEREOF, the City, Developer, Original Developer, and Additional Property
Owner have executed this Memorandum of Amended and Restated Agreement for Private
Development on the ______ day of ___________________, 2020.
[Remainder of page intentionally left blank; Signature pages follow]
Execution Version Exhibit C-4
(SEAL) CITY OF WAUKEE, IOWA
By: ________________________________
Courtney Clarke, Mayor
ATTEST:
By: ________________________
Becky Schuett, City Clerk
STATE OF IOWA )
) SS
COUNTY OF DALLAS )
On this ________ day of ________________________, 2020, before me a Notary Public
in and for said State, personally appeared Courtney Clarke and Becky Schuett, to me personally
known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the
City of Waukee, Iowa, a Municipality created and existing under the laws of the State of Iowa,
and that the seal affixed to the foregoing instrument is the seal of said Municipality, and that said
instrument was signed and sealed on behalf of said Municipality by authority and resolution of its
City Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and
deed of said Municipality by it voluntarily executed.
___________________________________
Notary Public in and for the State of Iowa
[Signature Page to Memorandum of Agreement –City of Waukee]
Exhibit D-1
Execution Version
EXHIBIT D
DEVELOPER ANNUAL CERTIFICATION
(due by November 1st 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 5.7 of the Agreement as follows:
(i) all ad valorem taxes on the Development Property in the Waukee Consolidated Urban
Renewal Area have been paid for the prior fiscal year (and for the current year, if due) and attached to this
Annual Certification are proof of payment of said taxes;
(ii) the Buildings were first assessed as follows:
Building Date of First Full
Assessment
First Full Assessed Value
AFTER ROLLBACK
(Building only)
Current Assessed Value
AFTER ROLLBACK
(Building only)
Building V1
Building R1
Building R2
Building R3
Building R4
Building F1
Building F2
Building F3
Building F4
Building M1
Building M2
Building M3
Building M4
Building H1
Building H2
Building B1
Building G1
Building G2
Surface Parking
(SP)
(iii) Developer has continued to make commercially reasonable efforts to cause the Minimum
Improvements to be occupied by businesses that add and retain employees at the Minimum Improvements;
and the name(s) of businesses employing employees in Minimum Improvements (as of the date of this
certification) are:
Exhibit D-2
Execution Version
(iv) the undersigned officer of Developer has re-examined the terms and provisions of this
Agreement and that at the date of such certification, and during the preceding twelve (12) months, certify
that Developer is not, or was not, in default in the fulfillment of any of the terms and conditions of this
Agreement and that no Event of Default (or event which, with the lapse of time or the giving of notice, or
both, would become an Event of Default) is occurring or has occurred as of the date of such certification,
or if the signers are aware of any such Event of Default, said officers have 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___.
THE QUARTER AT WAUKEE, L.L.C.
By: _____________________________
Name: _____________________________
Title: _____________________________
Exhibit E-1
Execution Version
Prepared by: Nathan J. Overberg, Ahlers & Cooney, P.C., 100 Court Ave., Ste: #600, Des Moines, IA 50309 (515)243 -7611
Return to: City Administrator, City of Waukee, 230 W. Hickman Road, Waukee, IA 50263
EXHIBIT E
MINIMUM ASSESSMENT AGREEMENT
THIS MINIMUM ASSESSMENT AGREEMENT (“Minimum Assessment Agreement”
or “Assessment Agreement”), is dated as of _____________, 2020, by and among the City of
Waukee, Iowa (the “City”), a political subdivision established pursuant to the Code of Iowa and
acting under the authorization of Chapter 403 of the Code of Iowa, 2019, as amended, and Chapter
15A (the “Urban Renewal Act”), The Quarter at Waukee, L.L.C., an Iowa limited liability
company (“Developer”), an Waukee Prairie Apartments LLC, an Iowa limited liability company
(“Additional Property Owner”).
WITNESSETH:
WHEREAS, the City and Midtown Waukee Holdings, LLC entered into an Agreement for
Private Development dated November 4, 2019, a Memorandum of Agreement for which was
recorded with the Recorder for Dallas County, Iowa at Book 2019, Page 22772 (the “Original
Agreement”) regarding the development of certain Minimum Improvements on certain real
property located in the Waukee Consolidated Urban Renewal Area, legally described as follows:
OUTLOT U OF THE SHOPS AT KETTLESTONE NORTH PLAT 4, AN
OFFICIAL PLAT, CITY OF WAUKEE, DALLAS COUNTY, IOWA,
RECORDED BOOK 2018, PAGE 14411.
SAID TRACT OF LAND CONTAINS 24.50 ACRES MORE OR LESS.
SAID TRACT OF LAND SUBJECT TO ALL EASEMENTS OF RECORD.
AND
Exhibit E-2
Execution Version
A TRACT OF LAND BEING PART OF OUTLOT V OF THE SHOPS AT
KETTLESTONE NORTH PLAT 4, AN OFFICIAL PLAT, CITY OF WAUKEE,
DALLAS COUNTY, IOWA, RECORDED BOOK 2018, PAGE 14411, THAT IS
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF SAID OUTLOT V;
THENCE N00O18’55”E, 409.78 FEET ALONG THE WEST LINE OF SAID
OUTLOT; THENCE N80O14’06”E, 210.25 FEET; THENCE S84O58’29”E,
53.43 FEET, THENCE S51O40’56”E TO A POINT OF CURVATURE OF 965.00
FEET RADIUS CURVE CONCAVE TO THE NORTHWEST, SAID POINT
ALSO BEING ON THE EAST LINE OF SAID OUTLOT V; THENCE
SOUTHWESTERLY, 124.64 FEET, ALONG SAID EAST LINE AND ALONG
SAID CURVE, SAID CURVE HAS A CHORD LENGTH OF 124.64 FEET AND
A CHORD BEARING OF S19O14’36”W TO A POINT OF REVERSE
CURVATURE 535.00 FEET RADIUS CURVE CONCAVE T O THE
SOUTHEAST; THENCE SOUTHWESTERLY 250.80 FEET ALONG SAID
REVERSE CURVE AND ALONG SAID EAST LINE, SAID REVERSE CURVE
HAS A CHORD LENGTH OF 248.51 FEET AND A CHORD BEARING OF
S09O30’59”W, TO A POINT OF REVERSE CURVATURE 25.00 FEET
RADIUS CURVE CONCAVE TO THE NORTHWEST; THENCE
SOUTHWESTERLY, 38.26 FEET ALONG SAID EAST LINE AND ALONG
SAID CURVE, SAID CURVE HAS A CHORD LENGTH OF 34.63 FEET AND
A CHORD BEARING OF S39O55’47”W TO THE SOUTH LINE
OF SAID PLAT; THENCE S83O46’21”W, 197.43 FEET ALONG SAID SOUTH
LINE TO THE POINT OF BEGINNING.
SAID TRACT OF LAND CONTAINS 2.350 ACRES MORE OR LESS.
WHEREAS, the City and Midtown Waukee Holdings, LLC also entered into a Minimum
Assessment Agreement with respect to the above-described property as a condition of the Original
Agreement and attached to the Original Agreement as Exhibit E, which Minimum Assessment
Agreement was recorded with the Recorder for Dallas County, Iowa at Book 2019, Page 22773
(the “Original Minimum Assessment Agreement”); and
WHEREAS, the property subject to the Original Agreement and Original Minimum
Assessment Agreement was subsequently transferred to Developer pursuant to that certain
Warranty Deed recorded with the Recorder for Dallas County, Iowa at Book 2020, Page 2286; and
WHEREAS, additional property being added to the Project (“Additional Property”) will
be or has been acquired by Waukee Prairie Apartments LLC (“Additional Property Owner”); and
WHEREAS, the City and Developer desire to amend and restate the terms of the Original
Agreement and Original Minimum Assessment Agreement to reflect changes to the parties,
description of the Development Property and Minimum Improvements, and to the terms for
construction, assessed value and operation of the Minimum Improvements on the Development
Property (which obligations collectively are referred to herein as the “Project”); and
Exhibit E-3
Execution Version
WHEREAS, pursuant to an Amended and Restated Agreement for Private Development
between the City, Developer, and Additional Property Owner dated ________________, 2020 (the
“Development Agreement”), the parties have amended and restated the terms of the Original
Agreement to reflect changes to the terms for construction and operation of certain Minimum
Improvements on certain real property legally described as:
Outlot U of The Shops at Kettlestone North Plat 4
AND
Parcel 19-92 of the survey of a part of Outlot V of The Shops at Kettlestone North
Plat 4, an Official Plat, City of Waukee, Dallas County, Iowa as shown in Book
2019, Page 16817 in the Office of the Recorder of Dallas County, Iowa
AND
Parcel 18-163 of the survey of a part of Outlot B of The Shops at Kettlestone North
Plat 5, an Official Plat, City of Waukee, Dallas County, Iowa as shown in Book
2018, Page 23782 in the Office of the Recorder of Dallas County, Iowa
(the “Development Property”); and
WHEREAS, it is contemplated that Developer will cause the construction of Minimum
Improvements (as defined in the Development Agreement) on the Development Property, as
provided in the Development Agreement; and
WHEREAS, pursuant to Section 403.6(19) of the Code of Iowa, as amended, the City,
Developer, and Additional Property Owner desire to establish a minimum actual value for the
Minimum Improvements Developer shall cause to be constructed on the Development Property
pursuant to the Development Agreement; and
WHEREAS, the City and the Assessor for the County of Dallas have reviewe d the
preliminary plans and specifications for the Minimum Improvements that are contemplated to be
constructed.
NOW, THEREFORE, the parties to this Minimum Assessment Agreement, in
consideration of the promises, covenants, and agreements made by each other, do hereby agree as
follows:
1. Upon completion of construction of the above-referenced Minimum
Improvements, but no later than the dates set forth in the chart below, the minimum actual values,
after rollback, which shall be fixed for assessment purposes for the Buildings (building value
only) to be constructed on the Development Property shall be not less than the values set forth
below (hereafter referred to as the “Minimum Actual Values”) :
Exhibit E-4
Execution Version
Building Parcel Legal
Description (If
Available)
Minimum
Actual Value
(AFTER
rollback)
To Be Assessed
Upon Completion
But No Later Than
The Following Date
Assessment
Termination Date
Building V1 $24,000,000.00 January 1, 2026 December 31, 2045
Building R1 $2,673,000.00 January 1, 2023 December 31, 2042
Building R2 $1,980,000.00 January 1, 2024 December 31, 2043
Building R3 $2,475,000.00 January 1, 2024 December 31, 2043
Building R4 $3,762,000.00 January 1, 2023 December 31, 2042
Building F1 $2,475,000.00 January 1, 2023 December 31, 2042
Building F2 $2,475,000.00 January 1, 2024 December 31, 2043
Building F3 $2,475,000.00 January 1, 2024 December 31, 2043
Building F4 $1,800,000.00 January 1, 2024 December 31, 2043
Building M1 $1,000,000.00 January 1, 2023 December 31, 2042
Building M2 $2,900,000.00 January 1, 2024 December 31, 2043
Building M3 $4,455,000.00 January 1, 2025 December 31, 2044
Building M4 $4,950,000.00 January 1, 2026 December 31, 2045
Building H1 $14,000,000.00 January 1, 2026 December 31, 2045
Building H2 $14,000,000.00 January 1, 2026 December 31, 2045
Building B1 $1,980,000.00 January 1, 2024 December 31, 2043
Building G1 $7,200,000.00 January 1, 2026 December 31, 2045
Building G2 $5,500,000.00 January 1, 2026 December 31, 2045
Surface
Parking (SP)
$2,558,000.00 January 1, 2024 December 31, 2043
The Minimum Actual Value shall continue to be effective for each Building until the earlier
of (a) the assessment termination date for each Building set forth above; or (b) the date upon which
the Development Agreement is terminated by the City with respect that Building under Section
7.2(c) or Section 9.2(b) (the “Assessment Termination Date”). The Minimum Actual Value shall
be maintained during such period regardless of: (a) any failure to complete the Minimum
Improvements; (b) destruction of all or any portion of the Minimum Improvements; (c) diminution
in value of the Development Property or the Minimum Improvements; or (d) any other
circumstance, whether known or unknown and whether now existing or hereafter occurring.
2. The Developer and Additional Property Owner (Additional Property Owner with
respect to the Additional Property and Developer with respect to the remainder of the Development
Property) shall pay or cause to be paid when due all real property taxes and assessments payable
with respect to all and any parts of the Development Property and the Minimum Improvements
pursuant to the provisions of this Minimum Assessment Agreement and the Development
Agreement. Such tax payments shall be made without regard to any loss, complete or partial, to
the Development Property or the Minimum Improvements, any interruption in, or discontinuance
of, the use, occupancy, ownership or operation of the Development Property or the Minimum
Improvements by Developer or Additional Property Owner, or any other matter or thing which for
any reason interferes with, prevents or renders burdensome the use or occupancy of the
Development Property or the Minimum Improvements.
3. The Developer and Additional Property Owner agree that their obligations to make
the tax payments required hereby, to pay the other sums provided for herein, and to perform and
observe its other agreements contained in this Minimum Assessment Agreement shall be absolute
Exhibit E-5
Execution Version
and unconditional obligations of the Developer and Additional Property Owner (not limited to the
statutory remedies for unpaid taxes) and that the Developer and Additional Property Owner shall
not be entitled to any abatement or diminution thereof, or set off therefrom, nor to any early
termination of this Minimum Assessment Agreement for any reason whatsoever.
4. The Developer and Additional Property Owner agree that, prior to the Termination
Date, they will not:
a. seek administrative review or judicial review of the applicability or
constitutionality of any Iowa tax statute relating to the taxation of property contained as a part of
the Development Property or the Minimum Improvements determined by any tax official to be
applicable to the Development Property or the Minimum Improvements, or raise the inapplicability
or constitutionality of any such tax statute as a defense in any proceedings, including delinquent
tax proceedings; or
b. seek any tax deferral or abatement, either presently or prospectively
authorized under Iowa Code Chapter 403 or 404, or any other local or State law, of the taxation of
real property, including improvements and fixtures thereon, contained in the Development
Property or the Minimum Improvements between the date of execution of this Agreement and the
Termination Date; or
c. request the Assessor to reduce the Minimum Actual Value; or
d. appeal to the board of review of the City, County, State, district court, or to
the Director of Revenue of the State to reduce the Minimum Actual Value; or
e. cause a reduction in the actual value or the Minimum Actual Value through
any other proceedings.
5. This Minimum Assessment Agreement shall be promptly recorded by the City with
the Recorder of Dallas County, Iowa. Such filing shall constitute notice to any subsequent
encumbrancer or purchaser of the Development Property (or part thereof), whether voluntary or
involuntary, and this Minimum Assessment Agreement shall be binding and enforceable in its
entirety against any such subsequent purchaser or encumbrancer, including the holder of any
mortgage. The City shall pay all costs of recording. Developer and Additional Property Owner
shall obtain from each purchaser of any portion of the Development Property an acknowledgment
of, and consent to, the Assessment Agreement, in the form attached to the Development Agreement
as Exhibit G.
6. Neither the preambles nor provisions of this Minimum Assessment Agreement are
intended to, or shall be construed as, modifying the terms of the Development Agreement.
7. This Minimum Assessment Agreement shall not be assignable without the consent
of the City and shall be binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors and permitted assigns.
Exhibit E-6
Execution Version
8. Nothing herein shall be deemed to waive the rights of the Developer or Additional
Property Owner under Iowa Code Section 403.6(19) to contest that portion of any actual value
assignment made by the Assessor in excess of the Minimum Actual Value established herein. In
no event, however, shall Developer or Additional Property Owner seek to reduce the actual value
to an amount below the Minimum Actual Value established herein during the term of this
Agreement.
9. This Minimum Assessment Agreement and the Development Agreement reflect the
entire agreement among the parties regarding the subject matter hereof, and supersedes and
replaces all prior agreements, negotiations or discussions, whether oral or written, including but
not limited to the Original Agreement and the Original Minimum Assessment Agreement. This
Minimum Assessment Agreement may be amended or modified and any of its terms, covenants,
representations, warranties, or conditions waived, only by a written instrument executed by the
parties hereto, or in the case of a waiver, by the party waiving compliance.
10. If any term, condition or provision of this Minimum Assessment Agreement is for
any reason held to be illegal, invalid, or inoperable, such illegality, invalidity, or inoperability shall
not affect the remainder hereof, which shall at the time be construed and enforced as if such illegal
or invalid or inoperable portion were not contained herein.
11. The Minimum Actual Value herein established shall be of no further force and
effect and this Minimum Assessment Agreement shall terminate on the Termination Date set forth
in Section 1 above.
12. Developer has provided a title opinion to City listing all lienholders of record as of
the date of this Assessment Agreement and all such lienholders have signed consents to this
Assessment Agreement, which consents are attached hereto and made a part hereof.
[Remainder of this page intentionally left blank; signature pages follow]
Exhibit E-7
Execution Version
(SEAL) CITY OF WAUKEE, IOWA
By: ________________________________
Courtney Clarke, Mayor
ATTEST:
By: ________________________
Becky Schuett, City Clerk
STATE OF IOWA )
) SS
COUNTY OF DALLAS )
On this ________ day of ________________________, 2020, before me a Notary Public
in and for said State, personally appeared Courtney Clarke and Becky Schuett, to me personally
known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the
City of Waukee, Iowa, a Municipality created and existing under the laws of the State of Iowa,
and that the seal affixed to the foregoing instrument is the seal of said Municipality, and that said
instrument was signed and sealed on behalf of said Municipality by authority and resolution of its
City Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and
deed of said Municipality by it voluntarily executed.
___________________________________
Notary Public in and for the State of Iowa
[Signature page to Minimum Assessment Agreement – City of Waukee]
Exhibit E-12
Execution Version
CERTIFICATION OF ASSESSOR
The undersigned, having reviewed the plans and specifications for the Minimum
Improvements already to be constructed and the market value assigned to the land upon which
the Minimum Improvements are constructed, and being of the opinion that the minimum market
values contained in the foregoing Minimum Assessment Agreement appears reasonable, hereby
certifies as follows: The undersigned Assessor, being legally responsible for the assessment of
the Development Property described in the foregoing Minimum Assessment Agreement, certifies
that the actual values assigned to the Buildings on the Development Property upon completion,
but no later than the dates set forth in the chart below, shall be fixed for assessment purposes
(building value only) at no less than the values set forth below until the until the earlier of (a) the
Assessment Termination Date for each Building set forth below; or (b) the date upon which the
Development Agreement is terminated by the City with respect that Building under Section
7.2(c) or Section 9.2(b):
Building Parcel Legal
Description (If
available)
Minimum
Actual Value
(AFTER
rollback)
To Be Assessed
Upon Completion
But No Later Than
The Following Date
Assessment
Termination Date
Building V1 $24,000,000.00 January 1, 2026 December 31, 2045
Building R1 $2,673,000.00 January 1, 2023 December 31, 2042
Building R2 $1,980,000.00 January 1, 2024 December 31, 2043
Building R3 $2,475,000.00 January 1, 2024 December 31, 2043
Building R4 $3,762,000.00 January 1, 2023 December 31, 2042
Building F1 $2,475,000.00 January 1, 2023 December 31, 2042
Building F2 $2,475,000.00 January 1, 2024 December 31, 2043
Building F3 $2,475,000.00 January 1, 2024 December 31, 2043
Building F4 $1,800,000.00 January 1, 2024 December 31, 2043
Building M1 $1,000,000.00 January 1, 2023 December 31, 2042
Building M2 $2,900,000.00 January 1, 2024 December 31, 2043
Building M3 $4,455,000.00 January 1, 2025 December 31, 2044
Building M4 $4,950,000.00 January 1, 2026 December 31, 2045
Building H1 $14,000,000.00 January 1, 2026 December 31, 2045
Building H2 $14,000,000.00 January 1, 2026 December 31, 2045
Building B1 $1,980,000.00 January 1, 2024 December 31, 2043
Building G1 $7,200,000.00 January 1, 2026 December 31, 2045
Building G2 $5,500,000.00 January 1, 2026 December 31, 2045
Surface Parking
(SP)
$2,558,000.00 January 1, 2024 December 31, 2043
The Minimum Actual Values are the values AFTER rollback.
__________________________________
Assessor for Dallas County, Iowa
Date: ____________________________
STATE OF IOWA )
) SS
COUNTY OF DALLAS )
Subscribed and sworn to before me by _______________, Assessor for Dallas County,
Iowa.
___________________________________
Notary Public in and for the State of Iowa
Date:_______________________________
Exhibit E-13
Execution Version
Consistent with Iowa Code §403.6(19)(b), filed with this assessor certification is a co py of
subsection 19 as follows:
19. a. A municipality, upon entering into a development or redevelopment agreement pursuant to section 403.8, subsection 1, o r as
otherwise permitted in this chapter, may enter into a written assessment agreement with the d eveloper of taxable property in the
urban renewal area which establishes a minimum actual value of the land and completed improvements to be made on the land
until a specified termination date which shall not be later than the date after which the tax increment will no longer be remitted to
the municipality pursuant to section 403.19, subsection 2. The assessment agreement shall be presented to the appropriate assessor.
The assessor shall review the plans and specifications for the improvements to be made and if the minimum actual value contained
in the assessment agreement appears to be reasonable, the assessor shall execute the following certification upon the agreeme nt:
The undersigned assessor, being legally responsible for the assessment of the above described property upon completion of the
improvements to be made on it, certifies that the actual value assigned to that land and improvements upon completion shall not be
less than $ .........
b. This assessment agreement with the certification of the assessor and a copy of this subsection shall be filed in the office of the
county recorder of the county where the property is located. Upon completion of the improvements, the assessor shall value th e
property as required by law, except that the actual value shall not be less than the minimum actual value contained in the assessment
agreement. This subsection does not prohibit the assessor from assigning a higher actual value to the property or prohibit the owner
from seeking administrative or legal remedies to reduce the actual value assigned except that the actual value shall not be reduced
below the minimum actual value contained in the assessment agreement. An assessor, county auditor, board of review, director of
revenue, or court of this state shall not reduce or order the reduction of the actual value below the minimum actual value in the
agreement during the term of the agreement regardless of the actual value which may result from the incomplete construction o f
improvements, destruction or diminution by any cause, insured or uninsured, except in the case of acquisition or reacquisition of
the property by a public entity. Recording of an assessment agreement complying with this subsection constitutes notice of th e
assessment agreement to a subsequent purchaser or encumbrancer of the land or any part of it, whether voluntary or involuntary,
and is binding upon a subsequent purchaser or encumbrancer.
Exhibit F-1
Execution Version
EXHIBIT F
CERTIFICATE OF COMPLETION FOR MINIMUM IMPROVEMENTS
WHEREAS, the City of Waukee, Iowa (the “City”), The Quarter at Waukee, L.L.C., an
Iowa limited liability company, (“Developer”), and Waukee Prairie Apartments LLC, an Iowa
limited liability company (“Additional Property Owner”) did on or about the _____ day of
_______________, 2020, make, execute, and deliver an Amended and Restated Agreement for
Private Development (the “Agreement”), wherein and whereby Developer agreed, in accordance
with the terms of the Agreement and the Waukee Consolidated Urban Renewal Plan (the “Plan”),
to cause the development of certain real property located within the City and within the Waukee
Consolidated Urban Renewal Area, more particularly described as follows:
Outlot U of The Shops at Kettlestone North Plat 4
AND
Parcel 19-92 of the survey of a part of Outlot V of The Shops at Kettlestone North
Plat 4, an Official Plat, City of Waukee, Dallas County, Iowa as shown in Book
2019, Page 16817 in the Office of the Recorder of Dallas County, Iowa
AND
Parcel 18-163 of the survey of a part of Outlot B of The Shops at Kettlestone North
Plat 5, an Official Plat, City of Waukee, Dallas County, Iowa as shown in Book
2018, Page 23782 in the Office of the Recorder of Dallas County, Iowa
(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
cause the construction of certain Minimum Improvements in accordance with the Agreement (as
defined therein); and
WHEREAS, Developer has to the present date performed said covenants and conditions
insofar as they relate to the construction of said Minimum Improvements in a manner deemed by
the City to be in conformance with the Agreement to permit the execution and recording of this
certification.
NOW, THEREFORE, this is to certify that all covenants and conditions of the Agreement
with respect to the obligations of Developer and its successors and assigns, to cause the
construction of the Minimum Improvements on the Development Property have been completed
and performed by Developer and are hereby released absolutely and forever terminated insofar as
they apply to the land described herein. The County Recorder of Dallas County is hereby
authorized to accept for recording and to record the filing of this instrument, to be a conclusive
determination of the satisfactory termination of the covenants and conditions of said Agreement
with respect to the construction of the Minimum Improvements on the Development Property.
Exhibit F-2
Execution Version
All other provisions of the Agreement shall otherwise remain in full force and effect until
termination as provided therein.
[Remainder of page intentionally left blank; signature page follows]
Exhibit F-3
Execution Version
(SEAL) CITY OF WAUKEE, IOWA
By: ________________________________
Courtney Clarke, Mayor
ATTEST:
By: ________________________
Becky Schuett, City Clerk
STATE OF IOWA )
) SS
COUNTY OF DALLAS )
On this ________ day of ________________________, 20___, before me a Notary Public
in and for said State, personally appeared Courtney Clarke and Becky Schuett, to me personally
known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the
City of Waukee, Iowa, a Municipality created and existing under the laws of the State of Iowa,
and that the seal affixed to the foregoing instrument is the seal of said Municipality, and that said
instrument was signed and sealed on behalf of said Municipality by authority and resolution of its
City Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and
deed of said Municipality by it voluntarily executed.
___________________________________
Notary Public in and for the State of Iowa
[Signature page to Certificate of Completion for Minimum Improvements – City of Waukee]
Exhibit G-1
Execution Version
EXHIBIT G
CONSENT OF PURCHASER OF ANY PORTION OF DEVELOPMENT
AGREEMENT REGARDING DEVELOPMENT AGREEMENT AND MINIMUM
ASSESSMENT AGREEMENT
Purchaser:
By signing this form, you (the “Purchaser”) hereby acknowledge the Amended and Restated
Agreement for Private Development between the City of Waukee, Iowa, The Quarter at Waukee,
L.L.C., (“Developer”) and Waukee Prairie Apartments LLC, (“Additional Property Owner”), a
Memorandum of which is dated _____________________, 2020 and recorded at Book
__________________ Page _______________________ in the Dallas County Recorder’s
records; and Minimum Assessment Agreement dated _______________, 2020 and recorded at
Book ____________ Page ________________ in the Dallas County Recorder’s records
(collectively the “Agreements”), which Agreements concern the below-described property (the
“Property”), and agree to be bound thereby, including without limitation the following terms and
conditions:
a. Purchaser shall not seek administrative review or judicial review of the applicability
or constitutionality of any tax statute relating to the taxation of the Property determined by any tax
official to be applicable to the Property, or raise the inapplicability or constitutionality of any such
tax statute as a defense in any proceedings, including delinquent tax proceedings; and
b. Purchaser shall 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 the
Property.
c. The Property is not eligible for tax abatement under any Urban Revitalization Plan
or any other State, federal or local law.
d. Purchaser shall timely pay all real estate taxes. Any economic development grants
paid by the City pursuant to the Agreement shall belong to the Developer and be paid directly to
the Developer. Purchaser agrees to not make any claim for receipt of any economic development
grant paid by the City under the Agreements.
e. Purchaser acknowledges that the Property is subject to a Minimum Assessment
Agreement which imposes a minimum assessed value on any improvements to the Property.
Depending on various factors, the minimum assessed value may be more than the fair market value
of the Property and therefore may result in Purchaser paying more in real estate taxes than
Purchaser otherwise might pay if the Property were not subject to the Minimum Assessment
Agreement. Purchaser shall not challenge the terms of the Minimum Assessment Agreement.
Property: [legal description, property address]
Exhibit G-2
Execution Version
Signature: ___________________________
Print Name: __________________________
Date: _______________________________
Address: ____________________________
01737667-1\21938-231