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HomeMy WebLinkAbout2023-03-06 J01F_01 The Quarter at Waukee DA_Second AmendmentAGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: March 6, 2023 AGENDA ITEM:Consideration of approval of a resolution approving and authorizing execution of a Second Amendment to the Agreement for Private Development by and between the City of Waukee and The Quarter at Waukee, L.L.C. FORMAT:Resolution SYNOPSIS INCLUDING PRO & CON: The developer proposes to extend the date of the acquisition of the overflow parking parcel through April 1, 2023. This will accommodate date changes for the venue loan closing. FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: Staff recommends approval of the proposed changes to the Second Amendment to the Agreement for Private Development. the impact. Staff recommends approval to further positive economic growth in Waukee. RECOMMENDATION: Approve the resolution. ATTACHMENTS: I. Proposed Resolution II. Second Amendment to the Agreement for Private Development PREPARED BY: Jennifer Brown, Director of Economic Development REVIEWED BY: PUBLIC NOTICE INFORMATION – NAME OF PUBLICATION: DATE OF PUBLICATION: J1F1 RESOLUTION NO. ______ RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF A SECOND AMENDMENT TO THE AGREEMENT FOR PRIVATE DEVELOPMENT BY AND BETWEEN THE CITY OF WAUKEE AND THE QUARTER AT WAUKEE, L.L.C. WHEREAS, by Resolution No. 2022-535, adopted December 19, 2022, this Council found and determined that certain areas located within the City are eligible and should be designated as an urban renewal area under Iowa law, and approved and adopted The Quarter Commercial Urban Renewal Plan (the "Plan" or "Urban Renewal Plan") for The Quarter Commercial Urban Renewal Area (the "Area" or "Urban Renewal Area") described therein, which Plan is on file in the office of the Recorder of Dallas County; and WHEREAS, it is desirable that properties within the Area be redeveloped as part of the overall redevelopment area covered by said Plan; and WHEREAS, the City of Waukee, Iowa ("City") and The Quarter at Waukee, L.L.C. ("Developer") previously entered into an Agreement for Private Development dated December 19, 2022 ("Agreement"), pursuant to which, among other things, the Developer agreed to construct certain Minimum Improvements (as defined in the Agreement) on certain real property located within the Urban Renewal Area (the "Development Property") and the City agreed to provide certain incentives described as "Economic Development Grants" to the Developer in exchange for Developer’s obligations under the terms and conditions of the Agreement; and WHEREAS, the parties previously entered into a First Amendment to the Agreement for Private Development and Minimum Assessment Agreement on January 16, 2023 ("First Amendment") to: (a) amend the description of some of the Buildings being constructed as part of the Minimum Improvements; (b) amend the minimum actual values for some of the Buildings to be constructed on the Development Property; and (c) revise the Economic Development Grant schedules for some of the Buildings to be constructed on the Development Property; and WHEREAS, the City and Developer now propose to amend the Agreement, pursuant to a Second Amendment to the Agreement for Private Development ("Second Amendment"), to amend the deadline for Developer’s acquisition of certain Development Property, as legally defined in the Second Amendment; and WHEREAS, Iowa Code Chapters 15A and 403 authorize cities to make grants for economic development in furtherance of the objectives of an urban renewal project and to appropriate such funds and make such expenditures as may be necessary to carry out the purposes of said Chapters, and to levy taxes and assessments for such purposes; and WHEREAS, the Council has determined that the Agreement, as proposed to be amended by the Second Amendment, is in the best interests of the City and the residents thereof and that the performance by the City of its obligations thereunder is a public undertaking and purpose and in furtherance of the Plan and the Urban Renewal Law and, further, that the Agreement, as proposed to be amended by the Second Amendment, and the City's performance thereunder is in furtherance of appropriate economic development activities and objectives of the City within the meaning of Chapters 15A and 403 of the Iowa Code taking into account any or all of the factors set forth in Chapter 15A, to wit: a. Businesses that add diversity to or generate new opportunities for the Iowa economy should be favored over those that do not. b. Development policies in the dispensing of the funds should attract, retain, or expand businesses that produce exports or import substitutes or which generate tourism- related activities. c. Development policies in the dispensing or use of the funds should be targeted toward businesses that generate public gains and benefits, which gains and benefits are warranted in comparison to the amount of the funds dispensed. d. Development policies in dispensing the funds should not be used to attract a business presently located within the state to relocate to another portion of the state unless the business is considering in good faith to relocate outside the state or unless the relocation is related to an expansion which will generate significant new job creation. Jobs created as a result of other jobs in similar Iowa businesses being displaced shall not be considered direct jobs for the purpose of dispensing funds. NOW THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF WAUKEE IN THE STATE OF IOWA: Section 1. That the performance by the City of its obligations under the Agreement, as amended by the Second Amendment, be and is hereby declared to be a public undertaking and purpose and in furtherance of the Plan and the Urban Renewal Law and, further, that the Agreement, as amended by the Second Amendment, and the City's performance thereunder is in furtherance of appropriate economic development activities and objectives of the City within the meaning of Chapters 15A and 403 of the Iowa Code, taking into account the factors set forth therein. Section 2. That the form and content of the Second Amendment, the provisions of which are incorporated herein by reference, be and the same hereby are in all respects authorized, approved and confirmed, and the Mayor and the City Clerk be and they hereby are authorized, empowered and directed to execute, attest, seal and deliver the Second Amendment for and on behalf of the City in substantially the form and content now before this meeting, but with such changes, modifications, additions or deletions therein as shall be approved by such officers, and that from and after the execution and delivery of the Second Amendment, the Mayor and the City Clerk are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Agreement, as amended by the Second Amendment, as executed. PASSED AND APPROVED this 6th day of March, 2023. Mayor ATTEST: City Clerk 1 SECOND AMEMDMENT TO AGREEMENT FOR PRIVATE DEVELOPMENT BY AND BETWEEN CITY OF WAUKEE, IOWA AND THE QUARTER AT WAUKEE, L.L.C. THIS SECOND AMENDMENT (“Second Amendment”) to that certain AGREEMENT FOR PRIVATE DEVELOPMENT, dated December 19, 2022, by and between 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, 2021, as amended (“Urban Renewal Act”) and 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”), is made on _____________, _____, 2023. WITNESSETH: WHEREAS, the City and Developer previously executed an Agreement for Private Development dated December 19, 2022 (“Agreement”), a Memorandum of which is recorded with the County Recorder of Dallas County, Iowa in Book 2022 at Page 25663, involving the following Development Property: Lots 2-3 and 5-15, KeeTown Loop Plat 1, an Official Plat, now including and forming a part of the City of Waukee, Dallas County, Iowa; and Lots 1-3, KeeTown Loop Plat 2, an Official Plat, now included and forming a part of the City of Waukee, Dallas County, Iowa. Said tracts of land subject to all covenants, restrictions, and easements of record; and WHEREAS, the City and Developer previously executed that certain First Amendment to Agreement for Private Development and Minimum Assessment Agreement dated January 16, 2023 (“First Amendment”), recorded with the County Recorder of Dallas County, Iowa in Book 2023 Page 1318; and WHEREAS, the City and Developer desire to make further changes to the Agreement to amend the imposed deadline for Developer’s acquisition of certain Development Property, namely Lot 15, KeeTown Loop Plat 1. NOW THEREFORE, it is agreed by the City and Developer: 2 1. Definitions. All capitalized words used herein and not specifically defined shall have the same definitions as in the Agreement, as previously amended. 2. Amendment to Precondition. Section 1A.1 of the Agreement shall be replaced in its entirety with the following: Section 1A.1. Preconditions. As preconditions to both parties’ obligations hereunder, all the following must occur: a. On or before April 30, 2023, the Developer shall cause the acquisition of that portion of the Development Property defined herein as the Overflow Parking Parcel and described as follows: Lot 15, KeeTown Loop Plat 1, an Official Plat, now including and forming a part of the City of Waukee, Dallas County, Iowa. 3. Application. It is mutually agreed between the City and Developer that all terms and provisions of this Second Amendment regardless of the date of mutual execution and recording with the County Recorder of Dallas County, will be retroactive beginning February 28, 2023. 4. Lienholder Consent. Developer and City agree that this Second Amendment shall not be enforceable unless consented to by any lienholders to the Development Property pursuant to the Lienholder’s Consent attached hereto. 5. Agreement to Pay Attorney’s Fees and Expenses. Developer agrees that an amount equal to the actual costs incurred by the City in connection with the drafting, review and execution of this Second Amendment, 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, review, and authorization of this Second Amendment shall be paid b y Developer within 30 days of Developer’s receipt of an invoice for said costs from City. 6. No Further Modifications. Except as modified by this Second Amendment, all covenants, agreements, terms and conditions of the Agreement and First Amendment, as applicable, and any exhibits thereto, shall remain in full force and effect and are hereby in all respects ratified and affirmed. 7. Counterparts. This Second Amendment may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one in the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “pdf” signature page were an original thereof. 3 IN WITNESS WHEREOF, the City has caused this Second Amendment 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 has caused this Second Amendment to be duly executed in its name and behalf by its authorized representative, to be effective as per the stated provisions hereof. [Signatures Follow.] 4 (SEAL) CITY OF WAUKE, IOWA By:________________________ Courtney Clarke, Mayor ATTEST: By:________________________ Rebecca D. Schuett, City Clerk : STATE OF IOWA : SS COUNTY OF DALLAS : : On this _______ day of ________________, 2023, before me a Notary Public in and for said State, personally appeared Courtney Clark and Rebecca D. Schuett, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waukee, Iowa, a Municipality created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Municipality, and that said instrument was signed and sealed on behalf of Municipality by authority and resolution of its City Council, and said Mayor and City Clerk acknowledged the execution of 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 SECOND AMENDMENT – CITY OF WAUKEE]