HomeMy WebLinkAbout2024-01-15 G02 Fourth Amendment_Quarter at Waukee DA_PHAGENDA ITEM:
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: January 15, 2024
AGENDA ITEM:Public hearing on the proposal to enter into a Fourth Amendment to the
Agreement for Private Development and Minimum Assessment
Agreement with The Quarter at Waukee, LLC
FORMAT:Public Hearing
SYNOPSIS INCLUDING PRO & CON: The existing First Amendment to the Agreement for
Private Development and Minimum Assessment Agreement with The
Quarter at Waukee, LLC assumes completion of the Venue (Building
V1) by December 31, 2024, with full assessment on January 1, 2025. The
Venue (V1) was completed ahead of schedule and is fully assessed as of
January 1, 2024. The proposed Fourth Amendment to the Agreement for
Private Development and Minimum Assessment Agreement with The
Quarter at Waukee, LLC adjusts the rebate schedule and Minimum
Assessment end date.
REFERENCE:The City entered into a development agreement with
Midtown Waukee Holdings, LLC in November 2019 related to a
development project proposed to be constructed at the intersection of
Grand Prairie Parkway and SE Ashworth Road followed by an
amendment in August 2020 which included an assignment of the
agreement to The Quarter at Waukee, LLC and Waukee Prairie
Apartments, LLC.
On December 19, 2022, the City entered into a new Agreement with The
Quarter at Waukee, LLC. The new agreement replaced the Second
Amended and Restated Agreement and the Prior Minimum Assessment
Agreement and included an updated Minimum Assessment Agreement.
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: Economic Development
Grants/Rebates for Building V1(music venue) are proposed to begin
Fiscal Year 2025-26 and commence Fiscal Year 2044-45. The Minimum
Assessment will terminate on December 31, 2043. The total rebate
amount is unchanged.
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT: Staff recommends holding public hearing date to
discuss the proposed Fourth Amendment to the Agreement for Private
Development and Minimum Assessment Agreement with The Quarter at
Waukee, LLC
G2
RECOMMENDATION: Hold Public Hearing
ATTACHMENTS: I. Fourth Amendment to the Agreement for Private Development
and Minimum Assessment Agreement with The Quarter at
Waukee, LLC
II. Hearing Notice
PREPARED BY:Jennifer Brown, Economic Development Director
REVIEWED BY:
PUBLIC NOTICE INFORMATION –
NAME OF PUBLICATION: Dallas County News
DATE OF PUBLICATION: 01/11/2024
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Execution Version
FOURTH AMENDMENT
TO
AGREEMENT FOR PRIVATE DEVELOPMENT
AND
MINIMUM ASSESSMENT AGREEMENT
BY AND BETWEEN
CITY OF WAUKEE, IOWA
AND
THE QUARTER AT WAUKEE, L.L.C.
THIS FOURTH AMENDMENT ("Fourth Amendment") to that certain AGREEMENT
FOR PRIVATE DEVELOPMENT and MINIMUM ASSESSMENT AGREEMENT, each
dated December 19, 2022, as amended by the First Amendment, Second Amendment, and
Third Amendment, respectively (each hereinafter defined), 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, 2023, 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 as of ___________________,
2024.
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 I, 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 including 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 Agreement included a Minimum Assessment Agreement between the
City and Developer also dated December 19, 2022 ("Minimum Assessment Agreement"),
which was recorded with the County Recorder of Dallas County, Iowa in Book 2022 at Page
25664, pursuant to which the parties agreed the Buildings to be constructed on the
Development Property as part to of the Minimum Improvements would be subject to certain
Minimum Actual Values for assessment purposes; and
WHEREAS, The Agreement and Minimum Assessment Agreement were subsequently
amended by that certain First Amendment to Agreement for Private Development and Minimum
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Execution Version
Assessment Agreement, dated January 16, 2023 and recorded in the records of the Dallas County
Recorder on January 31, 2023 in Book 2023 at Page 1318 ("First Amendment"), Second
Amendment to Agreement for Private Development ("Second Amendment") dated March 6, 2023,
and Third Amendment to Agreement for Private Development and Minimum Assessment
Agreement ("Third Amendment") dated July 10, 2023; and
WHEREAS, Building V1 being constructed as part of the Project is now expected to
be completed and fully assessed under the Minium Assessment Agreement as of January 1,
2024, which is one year sooner than previously anticipated in the Agreement, as amended ,
and therefore the City and Developer desire to make additional changes to the Agreement and
Minimum Assessment Agreement to adjust the Economic Development Grant schedule and
assessment dates for Building V1. Unless otherwise amended by this Fourth Amendment, the
parties ratify the terms and conditions of the Agreement and Minimum Assessment
Agreement, as amended.
1. Definitions. All capitalized words used herein and not specifically defined shall have
the same definitions as in the Agreement.
2. Assessed Value Revisions. To reflect revisions to the Minimum Actual Value schedule
for Building V1 constructed as part of the Project, the chart included in Section 3.4(a) of the
Agreement and paragraph 1 of the Minimum Assessment Agreement is amended, in part, as follows:
Building Parcel Legal
Description
Minimum
Actual Value
(AFTER
rollback)
To Be Assessed
Upon Completion
But No Later Than
the Following Date
Assessment
Termination
Date
Building Vl Lot 10, KeeTown
Loop Plat 1
$28,500,000.00 January 1 , 2024 December 31,
2043
3. Economic Development Grant Schedule Revisions. To reflect revisions to the
schedule for Economic Development Grants for Building V1 constructed as part of the Project,
Section 7.1(a)(i) of the Agreement is replaced in its entirety with the following:
7.1(a)(i). Building V1. Assuming completion of Building V1 upon Lot 10, KeeTown
Loop Plat 1, an Official Plat, now included and forming a part of the City of Waukee,
Dallas County, Iowa, by December 31, 2023, full assessment of Building V1 on January 1,
2024, debt certification to the Auditor by the City prior to December 1, 2024, the Economic
Development Grants for Building V1 shall commence on June 1, 2026, and end on June 1,
2045, pursuant to Section 403.19 of the Urban Renewal Act under the following formula:
June 1, 2026 95% of Tax Increments for Building V1 for Fiscal Year 25-26
June 1, 2027 95% of Tax Increments for Building V1 for Fiscal Year 26-27
June 1, 2028 95% of Tax Increments for Building V1 for Fiscal Year 27-28
June 1, 2029 95% of Tax Increments for Building V1 for Fiscal Year 28-29
June 1, 2030 95% of Tax Increments for Building V1 for Fiscal Year 29-30
June 1, 2031 95% of Tax Increments for Building V1 for Fiscal Year 30-31
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Execution Version
June 1, 2032 95% of Tax Increments for Building V1 for Fiscal Year 31-32
June 1, 2033 95% of Tax Increments for Building V1 for Fiscal Year 32-33
June 1, 2034 95% of Tax Increments for Building V1 for Fiscal Year 33-34
June 1, 2035 95% of Tax Increments for Building V1 for Fiscal Year 34-35
June 1, 2036 95% of Tax Increments for Building V1 for Fiscal Year 35-36
June 1, 2037 95% of Tax Increments for Building V1 for Fiscal Year 36-37
June 1, 2038 95% of Tax Increments for Building V1 for Fiscal Year 37-38
June 1, 2039 95% of Tax Increments for Building V1 for Fiscal Year 38-39
June 1, 2040 95% of Tax Increments for Building V1 for Fiscal Year 39-40
June 1, 2041 95% of Tax Increments for Building V1 for Fiscal Year 40-41
June 1, 2042 95% of Tax Increments for Building V1 for Fiscal Year 41-42
June 1, 2043 95% of Tax Increments for Building V1 for Fiscal Year 42-43
June 1, 2044 95% of Tax Increments for Building V1 for Fiscal Year 43-44
June 1, 2045 95% of Tax Increments for Building V1 for Fiscal Year 44-45
4. Lienholder Consent and Assessor's Certification. Developer and City agree that
this Fourth Amendment shall not be enforceable unless consented to by: (a) any lienholders
to the Development Property pursuant to the Lienholder's Consent attached hereto; and (b)
the County Assessor pursuant to the Assessor's Certification attached hereto.
5. Agreement to Pay Attorneys' Fees and Expenses. Developer agrees that an amount
equal to the actual costs incurred by the City in connection with the reviewing and execution
of this Fourth 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, and authorization of this Fourth Amendment shall be
paid by Developer within 30 days of Developer's receipt of an invoice for said costs from the
City.
6. No Further Modifications. Except as modified by this Fourth Amendment, all
covenants, agreements, terms, and conditions of the Agreement, First Amendment, Second
Amendment, Third Amendment and any exhibits thereto, shall remain in full force and effect
and are hereby in all respects ratified and affirmed.
7. Counterparts. This Fourth 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 and 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.
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Execution Version
IN WITNESS WHEREOF, the City has caused this Fourth 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 Fourth Amendment 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]
5
Execution Version
(SEAL) CITY OF WAUKEE, IOWA
By: ________________________________
Courtney Clarke, Mayor
ATTEST:
________________________________
By: Rebecca D. Schuett, City Clerk
STATE OF IOWA )
)SS
COUNTY OF DALLAS )
On this _______ day of _________________________, 2024, before me a Notary Public
in and for said State, personally appeared Courtney Clarke 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 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 Fourth Amendment – City of Waukee]
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Execution Version
The QUARTER AT WAUKEE, L.L.C.
Through: Waukee Quarter Holdings, L.L.C.
Its: Sole Member
By: ____________________________________
Harry Coin, President, Waukee Quarter
Holdings, L.L.C.
STATE OF IOWA )
)SS
COUNTY OF DALLAS )
On this _______ day of _________________________, 20___, before me a Notary Public
in and for said State, personally appeared Harry Coin, to me personally known, who, being by me
duly sworn, did say that he is President of Waukee Quarter Holdings, L.L.C., which in turn is the
sole member of The Quarter at Waukee, L.L.C., and that said instrument was signed on behalf of
said limited liability company; and that said officers acknowledged the execution of said
instrument to be the voluntary act and deed of said limited liability company, by him voluntarily
executed.
____________________________________
Notary Public in and for the State of Iowa
[Signature Page to Fourth Amendment – The Quarter at Waukee, L.L.C.]
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Execution Version
LIENHOLDER’S CONSENT
The undersigned Lienholder hereby consents to this Fourth Amendment and agrees to be bound
hereby.
Lienholder: ______________________
By:_____________________________________________
Print Name:______________________________________
Title:____________________________________________
Date:____________________________________________
STATE OF _____________ )
)SS
COUNTY OF______________ )
On this _______ day of _____________________, 20__ before me the undersigned, a Notary
Public in and for said County, in said State, personally appeared ____________________, to me personally
known, who, being by me duly sworn, did say that he/she is the_________________________ of
_______________________, and that said instrument was signed on behalf of said company, and that
________________________ acknowledged the execution of said instrument to be the voluntary act and
deed of said domestic company, by them voluntarily executed.
____________________________________
Notary Public in and for the State of ____________
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Execution Version
CERTIFICATION OF ASSESSOR TO FOURTH AMENDMENT TO AGREEMENT FOR PRIVATE
DEVELOPMENT AND MINIMUM ASSESSMENT AGREEMENT
The undersigned, having reviewed the plans and specifications for the Minimum Improvements
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 val ues contained in the Minimum
Assessment Agreement, as amended, appear reasonable, hereby certifies as follows: The undersigned
Assessor, being legally responsible for the assessment of the Development Property described in the
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 Agreement is terminated by the City with respect that Building under Section 7.2(c)
or Section 9.2(b) of the Agreement:
Building Parcel Legal
Description
Minimum
Actual Value
(AFTER
rollback)
To Be Assessed
Upon
Completion But
No Later Than
The Following Date
Assessment
Termination Date
Building VI Lot 10, KeeTown
Loop Plat 1
$28,500,000.00 January 1, 2024 December 31, 2043
Building HI Lot 3, KeeTown Loop
Plat 2
$ 14,000,000.00 January 1, 2025 December 31, 2040
Building RI Lot 3, KeeTown Loop
Plat 1
$2,000,000.00 January 1, 2025 December 31, 2036
Building R2 Lot 7, KeeTown Loop
Plat 1
$1,050,000.00 January 1, 2025 December 31, 2036
Building R3 Lot 6, KeeTown Loop
Plat 1
$3,500,000.00 January 1, 2025 December 31, 2036
Building R4 Lot 5, KeeTown Loop
Plat 1
$1,700,000.00 January 1, 2025 December 31, 2036
Surface
Parking
Lot 2, KeeTown Loop
Plat 2, Lot
$ 1,000,000.00 January 1, 2025 December 31, 2036
11, KeeTown Loop
Plat 1, Lot 15,
KeeTown Loon Plat 1
Building Fl Lot 2, KeeTown
Loop Plat 1
$2, 1 00,000.00 January 1, 2027 December 31, 2038
Building F2 Lot 8, KeeTown Loop
Plat 1
$2,100,000.00 January 1, 2027 December 31, 2038
Building F3 Lot 13, KeeTown
Loop Plat 1
$1,250,000.00 January 1, 2026 December 31, 2037
Building F4 Lot 14. KeeTown
Loop Plat 1
$2,500,000.00 January 1, 2026 December 31, 2037
Building F5 Lot 3, KeeTown $1,000,000.00 January 1, 2025 December 31, 2036
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Execution Version
Loop Plat 1
Building R6 Lot 9, KeeTown Loop
Plat 1
$3,000,000.00 January 1, 2026 December31,2037
Building R7 Lot 12 KeeTown Loop
Plat 1
$1,550,000.00 January 1, 2027 December 31, 2038
Building R8 Lot 12, KeeTown Loop
Plat 1
$1,747,600.00 January I, 2027 December 31, 2038
Building R9 Lot 12, KeeTown
Loop Plat 1
$1,845,600.00 January I, 2027 December 31, 2038
Building R10 Lot 12, KeeTown Loop
Plat 1
$1,404,600.00 January I, 2027 December 31, 2038
Building H2 Lot 1, KeeTown Loop
Plat 2
$18,500,000.00 January I, 2028 December 31, 2043
The Minimum Actual Values are the values AFTER rollback, using the rollback percentage available
at the time of each annual assessment.
[Assessor's Signature Page Follows]
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Execution Version
_____________________________
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: _______________________________
[Assessor’s Signature Page to Certification of Assessor]
02289431\21938-335
(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 A FOURTH
AMENDMENT TO THE AGREEMENT FOR PRIVATE
DEVELOPMENT AND MINIMUM ASSESSMENT
AGREEMENT WITH THE QUARTER AT WAUKEE, L.L.C.,
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 on January 15, 2024, at 5:30 P.M. in the Council Chambers,
City Hall, 230 West Hickman Road, Waukee, Iowa, at which meeting the Council proposes to
take action on the proposal to enter into a Fourth Amendment (the "Fourth Amendment") to the
Agreement for Private Development and Minimum Assessment Agreement with The Quarter at
Waukee, L.L.C. ("Developer"). The City and Developer previously entered into the Agreement
for Private Development and the Minimum Assessment Agreement, both dated as of December
19, 2022 (together, the “Agreement”).
Pursuant to the Agreement, the Developer agreed to construct certain "Minimum
Improvements" in The Quarter Commercial Urban Renewal Area, the parties agreed to set
certain Minimum Actual Values for the assessment of the Minimum Improvements, and the City
agreed to provide certain "Economic Development Grant" incentives to the Developer. The
Agreement has previously been amended three times.
The City and Developer desire to make additional changes to the terms of the Agreement,
pursuant to the proposed Fourth Amendment to the Agreement to adjust the Economic
Development Grant schedule and Minimum Actual Value schedule for Building V1 being
constructed as part of the Minimum Improvements.
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 Fourth Amendment with
the Developer. 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 Fourth Amendment.
All persons wishing to observe or participate in the meeting and/or public hearing may do
so by accessing the meeting as directed above, and may also submit comments to the City prior
to the meeting. At the above meeting, the Council shall receive oral or written objections, from
any resident or property owner of said City, to the Fourth Amendment.
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 of the City Code of Iowa.
Dated this 2nd day of January, 2024.
Rebecca D. Schuett
City Clerk, City of Waukee, in the State of Iowa
(End of Notice)
02291917\21938-335