HomeMy WebLinkAbout2024-01-15 H02 Fourth Amendment_Quarter at Waukee DAAGENDA ITEM:
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: January 15, 2024
AGENDA ITEM:Consideration of approval of a resolution approving and authorizing
execution of a Fourth Amendment to the Agreement for Private
Development and Minimum Assessment Agreement with The Quarter at
Waukee, LLC
FORMAT:Resolution
SYNOPSIS INCLUDING PRO & CON:
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS:
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT: Staff has reviewed the impact of the proposed changes
to the Fourth Amendment to the Agreement for Private Development and
Minimum Assessment Agreement. 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.
RECOMMENDATION: Approve the Resolution
ATTACHMENTS: I. Resolution
II. Fourth Amendment to the Agreement for Private Development
and Minimum Assessment Agreement with The Quarter at
Waukee, LLC
PREPARED BY:Jennifer Brown, Economic Development Director
REVIEWED BY:
PUBLIC NOTICE INFORMATION –
NAME OF PUBLICATION: Dallas County News
DATE OF PUBLICATION: 01/11/2024
H2
RESOLUTION NO. ______
RESOLUTION APPROVING AND AUTHORIZING
EXECUTION OF A FOURTH AMENDMENT TO THE
AGREEMENT FOR PRIVATE DEVELOPMENT AND
MINIMUM ASSESSMENT AGREEMENT 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, 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 and a Minimum Assessment Agreement also dated December 19, 2022 (together, the
"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"), 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 the parties agreed to set certain
Minimum Actual Values for the assessment of the Minimum Improvements; and
WHEREAS, the City and Developer previously entered into a First Amendment to the
Agreement on January 16, 2023 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; a Second Amendment to the Agreement on March 6, 2023 to amend the deadline for
Developer’s acquisition of certain Development Property, as legally defined in the Second
Amendment; and a Third Amendment to the Agreement on July 10, 2023 to adjust the descriptions,
Minimum Actual Value schedules, and Economic Development Grant schedules for Building F1
and Building F2 being constructed as part of the Minimum Improvements; and
WHEREAS, the City and Developer desire to make additional changes to the terms of the
Agreement, pursuant to a proposed Fourth Amendment to the Agreement (the "Fourth
Amendment"), to adjust the Economic Development Grant schedule and Minimum Actual Value
schedule for Building V1 being constructed as part of the Minimum Improvements; and
WHEREAS, Chapters 15A and 403, Code of Iowa, 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 Fourth 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 Fourth 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, Code of Iowa, taking into account any or all of the factors
set forth in Chapter 15A, Code of Iowa, to wit:
a. Businesses that add diversity to or generate new opportunities for the Iowa
economy should be favored over those that do not.
b. Development policies in the dispensing of the funds should attract, retain, or expand
businesses that produce exports or import substitutes, or which generate tourism-
related activities.
c. Development policies in the dispensing or use of the funds should be targeted
toward businesses that generate public gains and benefits, which gains and benefits
are warranted in comparison to the amount of the funds dispensed.
d. Development policies in dispensing the funds should not be used to attract a
business presently located within the state to relocate to another portion of the state
unless the business is considering in good faith to relocate outside the state or unless
the relocation is related to an expansion which will generate significant new job
creation. Jobs created as a result of other jobs in similar Iowa businesses being
displaced shall not be considered direct jobs for the purpose of dispensing funds;
and
WHEREAS, City staff has caused publication to be made of a notice of the proposal to
enter into the Fourth Amendment and of the time and place of this meeting at which it is proposed
to take action on the authorization of the Fourth Amendment and to receive oral and/or written
objections from any resident or property owner of said City to such action; and
WHEREAS, pursuant to said notice, which notice is hereby ratified by the Council, this
Council has held a public meeting and hearing upon the proposal to approve and authorize
execution of the Fourth Amendment and has considered the extent of objections received from
residents or property owners as to said proposed Fourth Amendment, and, accordingly, the
following action is now considered to be in the best interests of the City and residents thereof.
NOW THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF
WAUKEE IN THE STATE OF IOWA:
Section 1.That the performance by the City of its obligations under the Fourth Amendment
and the Agreement and Minimum Assessment Agreement, as amended, 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 Fourth Amendment, the Agreement, the Minimum Assessment Agreement,
and the City's performance thereunder is in furtherance of appropriate economic development
activities and objectives of the City within the meaning of Chapters 15A and 403, Code of Iowa,
taking into account the factors set forth therein.
Section 2.That the form and content of the Fourth 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 Fourth 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 Fourth 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 and Minimum Assessment Agreement, as amended, and the Fourth Amendment as
executed.
PASSED AND APPROVED this 15th day of January, 2024.
Mayor
ATTEST:
City Clerk
RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN
R. Charles Bottenberg X
Chris Crone X
Rob Grove X
Anna Bergman Pierce X
Ben Sinclair X
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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.
4
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]
6
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