HomeMy WebLinkAbout2024-03-04 G02 CIHC Development Agreement_PHAGENDA ITEM:
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: March 4, 2024
AGENDA ITEM:Public hearing on a proposal to enter into a Development Agreement
with Central Iowa Hospital Corporation
FORMAT:Public Hearing
SYNOPSIS INCLUDING PRO & CON: Central Iowa Hospital Corporation is developing
approximately 7 acres south of SE Tallgrass Ln and east of Grand Prairie
Parkway. The proposed agreement includes minimum improvements
consisting of the construction of a 71,186 square foot commercial
building to be used as a medical center and the design, construction, and
lane extension of SE Tallgrass Lane from Grand Prairie Parkway east to
SE Glacier Trail, which has already been completed and dedicated to the
City as public infrastructure. Toal investment of minimum improvements
is approximately $37.7M.
The agreement includes three (3) annual consecutive payments at 50% of
the incremental taxes capped at $650,000. This will assist with the cost
of public improvements.
Per the agreement, the developer must commit to the creation and
maintenance of forty-three (43) full-time equivalent jobs in the
operations of the development property.
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: New capital investment in
the City of Waukee is $37.7M.
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT: The proposed Development Agreement is consistent
with policy for offering Business Expansion incentives under the
approved Incentive Policy. Additionally, the development will expand
access to healthcare and increase commercial growth in the City of
Waukee.
RECOMMENDATION: Hold a public hearing
ATTACHMENTS: I. Resolution
II. Agreement
PREPARED BY: Jennifer Brown, Director of Economic Development
REVIEWED BY:
G2
PUBLIC NOTICE INFORMATION –
NAME OF PUBLICATION: Dallas County News
DATE OF PUBLICATION: 2/29/24
RESOLUTION NO. ______
RESOLUTION APPROVING AND AUTHORIZING
EXECUTION OF A DEVELOPMENT AGREEMENT BY AND
BETWEEN THE CITY OF WAUKEE AND CENTRAL IOWA
HOSPITAL CORPORATION
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 Renewal
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") described
therein, which Plan has been subsequently amended several times, most recently by Amendment
No. 8 to the Plan approved by Resolution No. 2023-465 adopted on November 6, 2023, and which
Plan, as amended, 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 has received a proposal from Central Iowa Hospital Corporation (the
"Developer"), in the form of a proposed Development Agreement (the "Agreement") by and
between the City and the Developer, pursuant to which, among other things, the Developer would
agree to construct certain Minimum Improvements (as defined in the Agreement) on certain real
property located within the Urban Renewal Area as defined and legally described in the Agreement
(the "Development Property"), which Minimum Improvements include the construction of a
71,186 square foot commercial building to be used as a medical center (the "Office Building"),
together with all related site improvements, as outlined in the proposed Agreement, and the design,
construction, and lane extension of SE Tallgrass Lane from Grand Prairie Parkway east to SE
Glacier Trail (the "Public Improvements"), which has already been completed and dedicated to the
City as public infrastructure; and
WHEREAS, the Agreement further proposes that the City will make up to three (3)
consecutive annual payments of Economic Development Grants to Developer consisting of 50%
of the Tax Increments collected pursuant to Section 403.19, Code of Iowa, and generated by the
construction of the Office Building on the Development Property; the cumulative total for all such
payments not to exceed the lesser of $650,000 or the aggregate amount of the Approved Costs
incurred by Developer in completing the Public Improvements, under the terms and following
satisfaction of the conditions set forth in the Agreement; and
WHEREAS, the Agreement further requires the Developer to cause a minimum number of
employees be created and maintained in the operations on the Development Property following
construction of the medical clinic; 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 Agreement 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 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, pursuant to notice published as required by law, this Council has held a public
meeting and hearing upon the proposal to approve and authorize execution of the Agreement and
has considered the extent of objections received from residents or property owners as to said
proposed Agreement; 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 Agreement,
including but not limited to making of grants to the Developer in connection with the development
of the Development Property under the terms set forth in the Agreement, 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 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 Agreement, 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 Agreement 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 Agreement, 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 executed.
PASSED AND APPROVED this 4th day of March, 2024.
Mayor
ATTEST:
City Clerk
Execution Version
AGREEMENT FOR PRIVATE DEVELOPMENT
BY AND BETWEEN
CITY OF WAUKEE, IOWA
AND
CENTRAL IOWA HOSPITAL CORPORATION
_________________, 2024
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AGREEMENT
FOR
PRIVATE DEVELOPMENT
THIS AGREEMENT FOR PRIVATE DEVELOPMENT (“Agreement”), is made on or as of the
____ day of ___________, 2024 (“Effective Date”), by and between the City of Waukee, Iowa, a
municipality (“City”), established pursuant to the Code of Iowa of the State of Iowa and acting under the
authorization of Chapters 15A and 403 of the Code of Iowa, 2023, as amended (“Urban Renewal Act”)
and Central Iowa Hospital Corporation, a non-profit Iowa hospital corporation having an office for the
transaction of business at 1200 Pleasant Street, Des Moines, Iowa 50309 (“Developer”).
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, is
engaged in carrying out urban renewal project activities in an area known as the Waukee Consolidated
Urban Renewal Area (the "Urban Renewal Area"), which is described in the Urban Renewal Plan
originally approved for such area by Resolution No. 19-402, adopted November 4, 2019, and subsequently
amended; and
WHEREAS, a copy of the foregoing Urban Renewal Plan, as amended, has been or will be
recorded among the land records in the office of the Recorder of Dallas County, Iowa; and
WHEREAS, Developer is the owner of certain real property located in the Urban Renewal Area,
said property being more particularly described in Exhibit A attached hereto and made a part hereof (which
property as so described is hereinafter referred to as the “Development Property”); and
WHEREAS, Developer intends to cause certain improvements to be constructed on the
Development Property (the “Office Building”), and Developer will thereafter cause the Office Building
to be operated in accordance with this Agreement, including the employment of employees therein (which
obligations collectively are referred to herein as the “Project”); and
WHEREAS, the Developer has caused certain Public Improvements (defined herein) serving the
Project to be constructed and dedicated to the City; and
WHEREAS, the City is willing to provide certain incentives to Developer in consideration for
Developer’s obligations all pursuant to the terms and conditions of this Agreement; and
WHEREAS, the City believes that the development of the Development Property pursuant to this
Agreement and the fulfillment generally 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
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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:
Affiliate means an entity that is wholly and directly controlled by the Developer or wholly and
directly controls the Developer.
Agreement means this Agreement for Private Development and all exhibits and appendices hereto,
as the same may be from time to time modified, amended, or supplemented.
Approved Costs means the costs and expenses related to the design and construction of the Public
Improvements as more particularly described herein, and landscaping, grading, drainage, engineering,
plans, and specifications related to the Public Improvements and within the right-of-way to be dedicated
to the City, together with a construction management fee not to exceed 7% of the other costs.
Assessor means the Dallas County, Iowa Assessor.
Central Iowa Hospital Corporation TIF Account means a separate account within the Waukee
Consolidated Urban Renewal Tax Increment Revenue Fund of the City, in which there shall be deposited
Tax Increments received by the City with respect to the Development Property and Office Building.
Certificate of Completion means a certification in the form of the certificate attached hereto as
Exhibit D and hereby made a part of this Agreement.
City means the City of Waukee, Iowa, or any successor to its functions.
Code means the Code of Iowa, 2023, as amended.
Construction Plans means the plans, specifications, drawings, and related documents reflecting the
construction work on the Office Building to be performed by the Developer on the Development Property;
the Construction Plans shall be as detailed as the plans, specifications, drawings, and related documents
which are submitted to the building inspector of the City as required by applicable City codes.
Developer means Central Iowa Hospital Corporation, and its permitted successors and assigns.
Development Property means that portion of the Urban Renewal Area described in Exhibit A.
Economic Development Grants means the payments to be made by the City to Developer under
Article VIII of this Agreement.
Effective Date means the date of this Agreement, which is the date the Agreement is signed by the
last party.
Event of Default means any of the events described in Section 10.1 of this Agreement.
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
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portion of the construction costs and initial operating capital requirements of the Office Building or all
such Mortgages as appropriate.
Full-Time Equivalent Job means the employment of one natural person:
1. For 8 hours per day for a 5-day, 40-hour workweek for 52 weeks per year, including paid
holidays, vacations and other paid leave; or
2. The number of hours or days per week, including paid holidays, vacations and other paid leave,
currently established by schedule, custom, or otherwise, as constituting a week of full-time
work for the kind of service an individual performs for an employing unit, provided that the
number of hours per week is at least 32 hours per week for 52 weeks per year including paid
holidays, vacations, and other paid leave.
Indemnified Parties means the City and the governing body members, officers, agents, servants,
and employees thereof.
Minimum Improvements means the Office Building to be constructed on the Development
Property as more particularly described in Exhibit B, and the Public Improvements already completed and
dedicated to the City.
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.
Net Proceeds means any proceeds paid by an insurer to Developer under a policy or policies of
insurance required to be provided and maintained by Developer, pursuant to Article V of this Agreement
and remaining after deducting all expenses (including fees and disbursements of counsel) incurred in the
collection of such proceeds.
Office Building means a new medical office building comprised of approximately 71,186 square
feet to be constructed on the Development Property as may be more particularly described in Exhibit B.
Ordinance means the ordinance(s) of the City under which the taxes levied on taxable property in
the Development Property shall be divided and a portion paid into the Waukee Consolidated Urban
Renewal Tax Increment Revenue Fund under the authority of Iowa Code Section 403.19.
Project means the construction of the Office Building on the Development Property and the
retention and creation of Full-Time Equivalent Jobs in operations on the Development Property as set
forth in this Agreement.
Public Improvements means the design, construction, and lane extension of SE Tallgrass Lane
from Grand Prairie Parkway east to SE Glacier Trail.
State means the State of Iowa.
Tax Increments means the property tax revenues on the Development Property and Office Building
divided and made available to the City for deposit in Central Iowa Hospital Corporation TIF Account of
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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 11.8
of this Agreement.
Unavoidable Delays means delays resulting from acts or occurrences outside the reasonable
control of the party claiming the delay including but not limited to storms, floods, fires, explosions or
other casualty losses, unusual weather conditions, strikes, boycotts, lockouts or other labor disputes,
delays in transportation or delivery of material or equipment, litigation commenced by third parties, or the
acts of any federal, State, or local governmental unit (other than the City, with respect to a City -claimed
delay).
Urban Renewal Area means the area known as the Waukee Consolidated Urban Renewal Area.
Urban Renewal Plan means the Urban Renewal Plan, as may be amended from time to time, and
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 was
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 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 City
only, and not of any governing body member, officer, agent, servant, or employee of the City in the
individual capacity thereof.
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Section 2.2. Representations and Warranties of Developer. Developer makes the following
representations and warranties:
a. Central Iowa Hospital Corporation is a non-profit Iowa hospital corporation, duly
organized and validly existing under the laws of the State of Iowa and duly registered and authorized to
do business in the State of Iowa, and 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 this 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, and Developer’s 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 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. Developer has no actual knowledge of any actions, suits, or proceedings pending 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 shall cause the Office Building to be constructed in accordance with the terms
of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations.
f. Developer will use its best efforts to obtain or cause to be obtained, in a timely manner, all
required permits, licenses, and approvals, and will 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 Office
Building may be lawfully constructed.
g. The construction of the Office Building will require a total investment of approximately
$37,740,040 for construction costs.
h. 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 has no actual knowledge 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 has no actual knowledge of
any 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.
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i. Developer has firm commitments for construction or acquisition and permanent financing
in an amount sufficient, together with equity commitments, to successfully complete the Office Building
in accordance with the terms of this Agreement.
j. Developer will cooperate fully with the City in resolution of any traffic, parking, trash
removal, or public safety problems which may arise in connection with the construction of the Office
Building and operation of its business on the Development Property.
k. Subject to Unavoidable Delays, the Developer will complete construction of the Office
Building by June 1, 2024.
l. 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.
m. Developer will not seek to change the current land assessment category, or the zoning
classification, of the Development Property during the term of this Agreement.
n. Following construction of the Office Building, Developer (or an Affiliate of Developer)
will operate its business on the Development Property until at least the Termination Date of this
Agreement.
ARTICLE III. CONSTRUCTION
Section 3.1. Construction of Office Building; Construction Plans.
a. Developer agrees that it will cause the Office Building to be constructed on the
Development Property in accordance with the terms of this Agreement and in conformance with the
Construction Plans submitted to the City in accordance with Section 3.1(b). Developer agrees that the
scope and scale of the Office Building to be constructed shall not be significantly less than the scope and
scale of the Office Building as outlined in this Agreement and as set forth in the Construction Plans, and
shall require a total investment of approximately $37,740,040 for construction costs.
b. All work with respect to the Office Building shall be in conformity with the Construction
Plans approved by the building official or any amendments thereto as may be approved by the building
official. 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 Office Building to inspect such construction and the progress thereof.
Section 3.2. Commencement and Completion of Construction. Subject to Unavoidable Delays,
Developer shall cause construction of the Office Building to be undertaken and completed: (i) by no later
than June 1, 2024; or (ii) by such other date as the parties shall mutually agree upon in writing. Time lost
as a result of 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.
Section 3.3. Certificate of Completion. Upon written request of Developer after completion of
the Office Building, the City will inspect the Office Building and, if the Office Building has been
completed in accordance with this Agreement, then the City will furnish Developer with a Certificate of
Completion in recordable form, in substantially the form set forth in Exhibit D attached hereto. Such
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Certificate of Completion shall be a conclusive determination of satisfactory termination of the covenants
and conditions of this Agreement with respect to the obligations of Developer to cause construction of the
Office Building.
The Certificate of Completion may be recorded in the proper office for the recordation of deeds
and other instruments pertaining to the Development Property 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
3.3, the City shall, within twenty (20) days after written request by Developer provide a written statement
indicating in adequate detail in what respects Developer has failed to complete the Office Building 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.
Issuance by the City of the Certificate of Completion pursuant to this Section 3.3 is solely for the
purposes of this Agreement and shall not constitute approval for any other City purpose nor shall it subject
the City to any liability for the Development Property or the Office Building as constructed.
Section 3.4. Dedication of Public Improvements. Developer has caused the completion of the
Public Improvements, which Public Improvements have been dedicated to and accepted by the City.
Section 3.5. No Special Legal Entitlements to Public Improvements. Developer recognizes and
agrees that upon dedication to the City the Public Improvements shall be owned and maintained by the
City and that nothing in this Agreement grants Developer any special legal entitlements or other rights,
nor commits Developer to any special legal obligations not set forth in this Agreement, not held by
members of the general public with respect to ownership, maintenance, or use of the Public Improvements.
The Parties agree that the City and other Indemnified Parties are not responsible for and will have no
liability to Developer associated with the specifications, design, plans, quality of construction, or
sufficiency of the Public Improvements for any particular purpose.
Section 3.6. Bonding Requirements. Developer shall obtain, or require each of its general
contractors to obtain, a four-year maintenance bond on the Public Improvements. The bonds shall clearly
specify the Developer and City as joint obligees.
ARTICLE IV. PROPERTY TAXES
Section 4.1. Real Property Taxes. Developer, or its successors, 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 Office Building. Until Developer’s obligations have been assumed by any
other person or legal title to the property is vested in another person, all pursuant to the provisions of this
Agreement, Developer shall be solely responsible for all assessments and taxes on the Development
Property.
Developer, and its permitted successors and assigns, 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 Office Building,
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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 between the date of execution of this Agreement and the
Termination Date.
Nothing in this Section 4.1 shall prohibit Developer from appealing the County Assessor’s valuation of
the Development Property during the term of the Agreement.
ARTICLE V. INSURANCE
Section 5.1. Insurance Requirements.
a. Developer will provide and maintain or cause to be maintained at all times during the
process of constructing the Office Building (and, from time to time at the request of the City, furnish the
City with proof of 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 one hundred percent (100%) of the insurable value of the Office Building
at the date of completion, 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, its 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). The policy shall contain a “severability of interests” clause and
provide primary insurance over any other insurance maintained by the City.
iii. Workers’ compensation insurance with at least statutory coverage.
b. Upon completion of construction of the Office Building and at all times prior to the
Termination Date, 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 the payment of premiums on), insurance as
follows:
i. Insurance against loss and/or damage to the Office Building under a policy of
policies covering such risks as are ordinarily insured against by similar businesses, including (without
limiting the generality of the foregoing) fire, extended coverage, vandalism and malicious mischief,
explosion, water damage, demolition cost, debris removal, and collapse in an amount not less than the full
insurable replacement value of the Office Building, but any such policy may have a deductible amount of
not more than $50,000 or self-insurance up to but not more than $1,000,000. No policy of insurance shall
be so written that the proceeds thereof will produce less than the minimum coverage required by the
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preceding sentence, by reason of co-insurance provisions or otherwise, without the prior consent thereto
in writing by the City. The term “full insurable replacement value” shall mean the actual replacement cost
of the Office Building (excluding foundation and excavation costs and costs of underground flues, pipes,
drains, and other uninsurable items) and equipment, and shall be determined from time to time at the
request of the City, but not more frequently than once every three (3) years, by an insurance consultant or
insurer selected and paid for by Developer and approved by the City.
ii. Comprehensive general public liability insurance, including personal injury
liability for injuries to persons and/or property, including any injuries resulting from the operation of
automobiles or other motorized vehicles on or about the Development Property, in the minimum amount
of each occurrence and for each year of $1,000,000.
iii. Such other insurance, including workers’ compensation insurance respecting all
employees of Developer on the Development Property, in such amount as is customarily carried by like
organizations engaged in like activities of comparable size and liability exposure; provided that Developer
may be self-insured with respect to all or any part of its liability for workers’ compensation.
c. All insurance required by this Article V to be provided prior to the Termination Date shall
be taken out and maintained in responsible insurance companies selected by Developer which is
authorized under the laws of the State to assume the risks covered thereby. Developer will deposit annually
with the City copies of policies evidencing all such insurance, or a certificate or certificates or binders of
the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this
Article V, each policy shall contain a provision that the insurer shall not cancel or modify it without giving
written notice to Developer and the City at least thirty (30) days before the cancellation or modification
becomes effective. Not less than fifteen (15) days prior to the expiration of any policy, Developer shall
furnish the City evidence satisfactory to the City that the policy has been renewed or replaced by another
policy conforming to the provisions of this Article V, or that there is no necessity therefor under the terms
hereof. In lieu of separate policies, Developer may maintain a single policy, or blanket or umbrella
policies, or a combination thereof, which provide the total coverage required herein, in which event
Developer shall deposit with the City a certificate or certificates of the respective insurers as to the amount
of coverage in force upon the Office Building.
d. Developer agrees to notify the City as promptly as reasonably known in the case of damage
exceeding $100,000 in amount to, or destruction of, the Office Building or any portion thereof resulting
from fire or other casualty. Net Proceeds of any such insurance shall be paid directly to Developer will
forthwith repair, reconstruct, and restore the Office Building 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 to any
insurance relating to such damage received by Developer to the payment or reimbursement of the costs
thereof.
e. Developer shall complete the repair, reconstruction, and restoration of the Office Building,
whether or not the Net Proceeds of insurance received by Developer for such purposes are sufficient.
ARTICLE VI. FURTHER COVENANTS OF DEVELOPER
Section 6.1. Maintenance of Development Property and Office Building. Developer will
maintain, preserve, and keep the Development Property and Office Building (whether owned in fee or a
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leasehold interest) in good repair and working order, ordinary wear and tear excepted, and from time to
time will make such necessary repairs, replacements, and renewals to satisfy this covenant.
Section 6.2. Maintenance of Records. Developer will 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 its business and affairs relating to this Project in accordance with generally accepted accounting
principles, consistently applied throughout the period involved, and will provide reasonable protection
against loss or damage to such books of record and account.
Section 6.3. Compliance with Laws. Developer will comply with all State, federal, and local
laws, rules, and regulations relating to the Development Property, Minimum Improvements, and the
Project.
Section 6.4. Non-Discrimination. In the construction and operation of the Minimum
Improvements, Developer shall not discriminate against any applicant, employee, or customer because of
age, color, creed, national origin, race, religion, marital status, sex, physical disability, or famil ial status.
Developer shall ensure that applicants, employees, and customers 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 6.5. Available Information. Upon request, Developer shall promptly provide the City
with copies of information requested by City that are related to this Agreement or the Developer’s
covenants to City with respect to the Project so that City can determine compliance with this Agreement.
Section 6.6. Employment Obligations. Following completion of the Office Building, but by no
later than December 31, 2024, Developer shall cause at least 43 Full-Time Equivalent Jobs to be created
and maintained in the operations on the Development Property. From December 31, 2024 until at least the
Termination Date of this Agreement, the Developer shall cause (i) continuous operation of the medical
clinic business on the Development Property; and (ii) employment or other engagement of a Monthly
Average of at least 43 Full-Time Equivalent Jobs in the operations on the Development Property. Full-
Time Equivalent Jobs engaged by Office Building tenants shall be counted toward this commitment.
For the purposes of this Agreement, “Monthly Average” means the average number of Full-Time
Equivalent Jobs employed or otherwise engaged in the operations on the Development Property as of
October 1 of each year and as of the first day of each of the preceding eleven (11) months, as shown in
the Annual Certification submitted pursuant to Section 6.7. Developer shall provide information as
reasonably requested by the City to determine compliance with the foregoing job creation and maintenance
obligations. For purposes of this Agreement, should any of the three existing clinics in Waukee owned by
or affiliated with Developer as of the Effective Date of this Agreement (namely: UPC Family Medicine,
UPC Internal Medicine, and UPC Cardiology) close or be materially reduced in scope, jobs relocated from
any of those locations to the Development Property shall not count toward the 43 jobs required to be
created under this Agreement.
Section 6.7. Developer Annual Certification. To assist the City in monitoring this Agreement
and the 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 Office Building
have been timely paid for the prior fiscal year (and for the current year, if due); (ii) the date and amount
of the first full assessment after completion of the Office Building and the current assessment; (iii) the
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total number of Full-Time Equivalent Jobs employed or otherwise engaged in the operations at the Office
Building as of each October 1 and the first day of each of the preceding eleven (11) months (9 months for
the first certification); 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 an uncured Event of Default circumstance with respect to 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 or during such period, or if the signer has actual knowledge of
any such 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 October 15 of each year, commencing
October 15, 2025 and ending on October 15, 2029, both dates inclusive. Developer shall provide
supporting information for the Annual Certifications upon reasonable request of the City. See Exhibit E
for form required for the Annual Certification.
Section 6.8. Developer’s Certification of Approved Costs. Developer shall certify to the City
(the “Developer Certification”) the amount of all Approved Costs submitted for reimbursement as
Economic Development Grants to be paid to the Developer and shall certify that such amounts are true
and correct. See Exhibit F for the form of Developer Certification. Such Developer Certification shall be
provided not later than June 1, 2024. Along with its Developer Certification, Developer shall attach
documentation showing substantiation of Approved Costs as provided in Section 8.1(a)(iv) of this
Agreement. Developer shall provide additional supporting information for its Developer Certification
upon request of the City. The City reserves the right to reject any submitted costs which do not qualify as
Approved Costs or are not sufficiently substantiated.
Section 6.9. Term of Operation. Developer (or an Affiliate) shall cause operations to be
maintained at the Office Building on the Development Property, including the position creation and
maintenance obligations in Section 6.6, until at least the Termination Date of this Agreement.
Section 6.10. Developer Completion Guarantee. By signing this Agreement, Developer hereby
guarantees to the City performance by Developer of all the terms and provisions of this Agreement
pertaining to Developer’s obligations with respect to the construction of the Office Building. Without
limiting the generality of the foregoing, Developer guarantees that: (a) construction of the Office Building
shall commence and be completed within the time limits set forth herein; (b) the Office Building shall be
constructed and completed in accordance with the terms of this Agreement and the Construction Plans;
(c) the Office Building shall be constructed and completed as provided herein free and clear of any
mechanic’s liens, materialman’s liens and equitable liens; and (d) all undisputed costs of constructing the
Office Building shall be paid when due.
ARTICLE VII. PROHIBITION AGAINST ASSIGNMENT AND TRANSFER
Section 7.1. Status of Developer; Transfer of Substantially All Assets; Assignment.
a. As security for the obligations of Developer under this Agreement, Developer represents
and agrees that, prior to the Termination Date, Developer will maintain existence as a company and will
not wind up or otherwise dispose of all or substantially all of its assets or transfer, convey, or assign its
interest in the Development Property, Office Building, or this Agreement to any other party except to an
Affiliate, unless: (i) the transferee partnership, corporation, limited liability company, or individual
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assumes in writing all of the obligations of Developer under this Agreement; and (ii) the City consents
thereto in writing in advance thereof, which consent shall be given or withheld in the sole discretion of
the City.
b. In the event that Developer wishes to assign this Agreement to a non-Affiliate assignee for
which City consent is required pursuant to this Agreement, Developer, and the transferee individual or
entity shall request that the City consent to an amendment or assignment of this Agreement to
accommodate the transfer and to provide for the assumption of all Developer’s obligations, as applicable,
under this Agreement. Such transfer shall not be effective unless and until the City consents in writing to
an amendment or assignment of this Agreement authorizing the transfer, which consent shall be given or
withheld in the reasonable discretion of the City.
c. Notwithstanding the foregoing, Developer may, without the City’s consent, lease the
Development Property and Office Building in whole or in part to (i) a subsidiary, Affiliate, successor, or
entity otherwise related to the Developer for the purpose of the Office Building being operated as a
medical clinic; or (ii) one or more unrelated healthcare providers for the purpose of providing healthcare
services therein.
Section 7.2. Prohibition Against Use as Non-Taxable or Centrally Assessed Property. During
the term of this Agreement, the Developer, and its successors or assigns, agree that, except for the Public
Improvements and associated right of way, the Development Property cannot be transferred or sold to a
non-profit entity or used for a purpose that would exempt the Development Property or Office Building
from property tax liability. Nor can the Development Property or Office Building 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 VIII. ECONOMIC DEVELOPMENT GRANTS
Section 8.1. Economic Development Grants.
a. Payment of Economic Development Grants. For and in consideration of the obligations
being assumed by Developer hereunder, and in furtherance of the goals and objectives 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 this Agreement (being in compliance shall include Developer
pursuing timely cure for a declared Event of Default) at the time of each payment, and subject to the terms
and conditions of this Article VIII, to make up to three (3) consecutive annual payments of Economic
Development Grants to the Developer under the following terms and conditions.
i. Schedule of Grants. Assuming completion of the Office Building in 2024 and first
full assessment of the Office Building on January 1, 2025, timely certification of the Approved Costs by
Developer, Developer’s timely submission of its first Annual Certification, and the City’s debt
certification to the County Auditor prior to December 1, 2025, the Economic Development Grants shall
commence on June 1, 2027, and end on June 1, 2029, pursuant to Section 403.19 of the Urban Renewal
Act under the following formula and schedule:
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June 1, 2027 50% of Tax Increments for Fiscal Year 26-27
June 1, 2028 50% of Tax Increments for Fiscal Year 27-28
June 1, 2029 50% of Tax Increments for Fiscal Year 28-29
ii. Maximum Amount of Grants. The aggregate amount of the Economic
Development Grants that may be paid to the Developer under Section 8.1(a) of this Agreement shall be
equal to the sum of the total amount of the applicable percentages of Tax Increments collected in respect
of the assessments imposed on the Development Property and Office Building, but in no event shall the
aggregate amount of the Economic Development Grants exceed the lesser of: (a) $650,000, or (b) the
aggregate amount of the Approved Costs submitted to and approved by the City (consistent with the terms
of Section 6.8). It is further agreed and understood that in no event shall Developer be entitled to receive
more than calculated under the formula set forth in this Section 8.1(a), even if the aggregate amount is
less than maximum amount stated herein or the amount of Approved Costs paid by the Developer.
iii. Limitations. City and Developer acknowledge that each Economic Development
Grant payment to be paid to Developer according to this Section 8.1(a) is wholly contingent upon the
actual Approved Costs paid by Developer, and payment shall come solely and only from incremental taxes
received by the City under Iowa Code Section 403.19 from levies upon the Development Property and
Office Building. The City makes no assurance that the Developer will receive Economic Development
Grants which equal the amount of the Approved Costs paid by Developer.
iv. Certification of Approved Costs. The obligation of the City to make any Economic
Development Grants to the Developer shall be subject to and conditioned upon, among other things, the
timely filing by the Developer of the Developer Certification required under Section 6.8 hereof and the
City’s approval thereof. Developer must submit accurate and sufficient documentation of the Approved
Costs to the City as part of its Developer Certification.
b. Calculation of Grants. Each annual payment shall be equal in amount to the incremental
property tax revenues attributable to Development Property that are received by the City from the Dallas
County Treasurer and that are equal to the above percentages of the Tax Increments collected by the City
with respect to the Development Property and Office Building under the terms of the Ordinance and
deposited into Central Iowa Hospital Corporation 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, but subject to limitation and adjustment
as provided in this Article (such payments being referred to collectively as the “Economic Development
Grants”).
Section 8.2. Conditions Precedent. Notwithstanding the provisions of Section 8.1 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 compliance with the terms of this Agreement at the time of payment; and
b. Developer’s construction of the Office Building consistent with the terms of this
Agreement; and
c. Developer’s timely filing of the Annual Certifications, as set forth in Section 6.7; and
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d. Developer’s timely filing of the Developer Certification as set forth in Sections 6.8 and
8.1(a)(iv).
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 to Developer 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 all of the substantive provisions hereof and
the Developer becomes entitled thereto, up to the maximum aggregate amounts set forth in Section
8.1(a)(ii).
After the Office Building is first fully assessed and if in compliance with this Agreement, if the
Developer’s Annual Certification is timely filed under Section 6.7 and the Developer Certification is
timely filed under Section 6.8, the City shall certify to Dallas County, Iowa (the “County”) prior to
December 1 of that year its request for the available Tax Increments resulting from the assessments
imposed by the County as of January 1 of that year, to be collected by the County and paid to the City as
taxes are paid during the following fiscal year and a percentage of which shall thereafter be disbursed to
Developer on the following June 1 provided Developer is in compliance with this Agreement at the time
of payment. (Example: Assuming completion of the Office Building in 2024 and first full assessment on
January 1, 2025, if Developer timely certifies the amount of Approved Costs, timely submits is first
Annual Certification, and the City certifies to the County by December 1, 2025, the first Economic
Development Grant would be paid to Developer on June 1, 2027 (for 50% of the Tax Increment for Fiscal
Year 2026-2027)). Compliance with the terms and conditions of this Agreement at the time of payment
is a condition precedent to receiving an Economic Development Grant.
Section 8.3. Source of Grant Funds Limited.
a. The Economic Development Grants shall be payable from and secured solely and only by
amounts of incremental property tax revenues attributable to the Development Property and Office
Building that are received by the City from the Dallas County Treasurer and that are deposited and held
in Central Iowa Hospital Corporation TIF Account of the Waukee Consolidated Urban Renewal Tax
Increment Revenue Fund of the City. The City hereby covenants and agrees to maintain the Ordinance
covering the Development Property in force during the term hereof and to apply the appropriate percentage
of Tax Increments collected in respect of the Development Property and Office Building, and allocated to
Central Iowa Hospital Corporation TIF Account, to pay the Economic Development Grants, as and to the
extent set forth in this Article. The City’s compliance with the foregoing covenant is a material condition
of Developer’s ongoing obligations during the term of this Agreement. 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 of the Code 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 of the Code 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
of the City. 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
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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 8.1 hereof, the City shall have no obligation to
make an Economic Development Grant to Developer if at any time during the term hereof the City fails
to appropriate funds for payment; the City receives an opinion from its legal counsel to the effect that the
use of Tax Increments resulting from the Office Building to fund an Economic Development Grant to
Developer, as contemplated under said Section 8.1, is not authorized or is not an otherwise appropriate
urban renewal activity permitted to be undertaken by the City under the Urban Renewal Act or other
applicable provisions of the Code, as then constituted or under controlling decision of any Iowa court
having jurisdiction over the subject matter hereof; or the City’s ability to collect Tax Increment from the
Office Building and Development Property is precluded or terminated by legislative changes to Iowa Code
Chapter 403. Upon occurrence of any of the foregoing circumstances, the City shall promptly forward
notice of the same to Developer. If the circumstances continue for a period during which two (2) annual
Economic Development Grants would otherwise have been paid to Developer under the terms of Section
8.1, either party may terminate this Agreement, without penalty or other liability, by written notice to the
other party.
Section 8.4. Use of Other Tax Increments. The City shall be free to use any and all Tax Increments
above and beyond the percentages to be given to Developer in this Agreement, or any 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 with respect to the use thereof.
ARTICLE IX. INDEMNIFICATION
Section 9.1. Release and Indemnification Covenants.
a. Developer releases Indemnified Parties from, covenants and agrees 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 Office Building or Development Property.
b. Except for any willful or grossly negligent misrepresentation or any willful or wanton
misconduct, gross negligence, or any unlawful act of any of the Indemnified Parties, Developer agrees to
protect and defend the Indemnified Parties, now or forever, and further agrees 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 required to be performed by Developer (except, for purposes of clarity, Developer does
not hold harmless or indemnify the Indemnified Parties with respect to any suit, action, demand, or other
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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 Office Building; 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, or its 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,
representatives, contractors, or employees.
d. 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
City, and not of any governing body member, officer, agent, servant, or employee of the City in the
individual capacity thereof.
e. The provisions of this Article IX shall survive the termination of this Agreement.
ARTICLE X. REMEDIES
Section 10.1. 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 which remain uncured following written
notice and opportunity for cure set forth in Section 10.2:
a. Failure by Developer to cause the Office Building to be constructed pursuant to the terms
and conditions of this Agreement;
b. Transfer of any of Developer’s interests in the Development Property, Office Building, or
this Agreement or the assets of Developer without City’s consent where required in violation of the
provisions of this Agreement;
c. Failure by Developer to timely pay ad valorem taxes on the Development Property and
Office Building;
d. Failure by Developer to substantially observe or perform any covenant, condition,
obligation, or agreement on its part to be observed or performed under this Agreement;
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 (or its permitted successor or assignee, as applicable):
i. files 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
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ii. makes an assignment for the benefit of its creditors; or
iii. admits in writing its inability to pay its debts generally as they become due; or
iv. is adjudicated as bankrupt or insolvent; or if a petition or answer proposing the
adjudication of Developer as a bankrupt or its 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 or the Office Building, 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 this 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 10.2. Remedies on Default. Whenever any Event of Default referred to in Section 10.1
of this Agreement occurs and is continuing, the City may take any one or more of the following actions
after giving thirty (30) days’ written notice to Developer, and the holder of the First Mort gage (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 h as not
been cured to the satisfaction of the City within said thirty (30) days, or if the Event of Default cannot
reasonably be cured within thirty (30) days and Developer do 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 Developer, deemed adequate by the City, that Developer will cure the default and continue
performance under this Agreement;
b. The City may terminate this Agreement;
c. The City may withhold the Certificate of Completion;
d. 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 under this Agreement; or
e. The City shall have no obligation to pay any Economic Development Grants to Developer
subsequent to an Event of Default.
Section 10.3. 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.
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Section 10.4. 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 10.5. Agreement to Pay Attorneys’ Fees and Expenses. Whenever any Event of Default
occurs and the City employs attorneys or incurs other expenses for the enforcement or performance or
observance of any obligation or agreement on the part of Developer herein contained, Developer agrees
that it shall, on demand therefor, pay to the 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 XI. MISCELLANEOUS
Section 11.1. Conflict of Interest. Developer represents and warrants that, to the best of its actual
knowledge and belief after due inquiry with Developer’s Chief Financial Officer, no officer or employee
of the City, or its 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, is known to have had or shall be
known to 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 11.2. 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 by 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 Central Iowa Hospital
Corporation at 1200 Pleasant Street, Des Moines, 50309, Attn: CFO;
b. In the case of the City, is addressed to or delivered personally to the City at City of Waukee
at Waukee City Hall, 230 W. 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 11.3. 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 11.4. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall constitute one and the same instrument.
Section 11.5. Governing Law. This Agreement shall be governed and construed in accordance
with the laws of the State of Iowa.
Section 11.6. 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
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agreements, negotiations or discussions, whether oral or written. This Agreement may not be amended
except by a subsequent writing signed by all parties hereto.
Section 11.7. 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 11.8. Termination Date. This Agreement shall terminate and be of no further force or
effect on and after the later of: (a) the five year anniversary date of the completion of the Office Building
(as evidenced by a certificate of occupancy from the City or a certificate of completion under this
Agreement); or (b) the date Developer has received from City the last Economic Development Grant under
the terms of Article VIII, unless terminated earlier under the provisions of this Agreement.
Section 11.9. 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 11.10. 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 any 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
Developer has 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.
[Remainder of page intentionally left blank; Signature pages follow]
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(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 Agreement for Private Development – City of Waukee]
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EXHIBIT A
DEVELOPMENT PROPERTY
The Development Property is legally described as follows:
Lot 1, in Ashworth North Plat 2 and Official Plat, now included in and forming a part of
the City of Waukee, Dallas County, Iowa
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EXHIBIT B
MINIMUM IMPROVEMENTS
Minimum Improvements means the construction of the Office Building on the
Development Property, as well as the construction of the Public Improvements.
Office Building means a new, approximately 71,186 square foot commercial building to
be used as a medical center on the Development Property, and all related site improvements. The
Office Building’s use as a medical center will allow for the retention and hiring or other
engagement of employees. The Dallas County Assessor will make the final determination as to the
assessed value of the Office Building. The construction of the Office Building will be completed
by June 1, 2024. Construction costs are expected to be approximately $37,740,040 for the Office
Building.
Public Improvements means the design, construction, and lane extension of SE Tallgrass
Lane from Grand Prairie Parkway east to SE Glacier Trail.
See Exhibit B-1 for preliminary diagrams of the Minimum Improvements.
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EXHIBIT B-1
DIAGRAMS OF MINIMUM IMPROVEMENTS
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Prepared by: Nathan J. Overberg, Ahlers & Cooney, 100 Court Ave. #600, Des Moines, IA 50309, 515-243-7611
Return to: Becky Schuett, City Clerk, Waukee City Hall, 230 W. Hickman Road, Waukee, IA 50263
EXHIBIT C
MEMORANDUM OF AGREEMENT FOR PRIVATE DEVELOPMENT
WHEREAS, the City of Waukee, Iowa (“City”) and Central Iowa Hospital Corporation
(“Developer”) did on or about the _____ day of _______________, 2024, make, execute and
deliver, each to the other, an 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 (“Plan”), as amended, to develop certain real property located
within the City and within the Waukee Consolidated Urban Renewal Area, legally described as
follows:
Lot 1, in Ashworth North Plat 2 and Official Plat, now included in and forming a part of
the City of Waukee, Dallas County, Iowa
(the “Development Property”); and
WHEREAS, the term of the Agreement commenced on the ____ day of _______________,
2024 and terminates as set forth in the Agreement; and
WHEREAS, the City and Developer 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
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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
Clerk, Waukee, Iowa.
IN WITNESS WHEREOF, the City and Developer have executed this Memorandum of
Agreement for Private Development on the ______ day of ___________________, 2024.
[Remainder of page intentionally left blank; signature pages follow]
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(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 Memorandum of Agreement for Private Development – City of Waukee]
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EXHIBIT D
CERTIFICATE OF COMPLETION
WHEREAS, the City of Waukee, Iowa, (“City”) and Central Iowa Hospital Corporation, a
non-profit Iowa hospital corporation (“Developer”) did on or about the _____ day of
_______________, 2024, make, execute and deliver, each to the other, an Agreement for Private
Development (the “Agreement”), wherein and whereby Developer agreed, in accordance with the
terms of the Agreement, to develop and maintain certain real property located within the City and
as more particularly described as follows:
Lot 1, in Ashworth North Plat 2 and Official Plat, now included in and forming a
part of the City of Waukee, 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
construct a certain Office Building (as defined therein) in accordance with the Agreement; and
WHEREAS, Developer has to the present date performed said covenants and conditions
insofar as they relate to the construction of said Office Building 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 construct the Office
Building 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 Office Building on the Development Property.
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 pages follow]
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(SEAL) CITY OF WAUKEE, IOWA
By: ________________________________
Mayor
ATTEST:
By: ____________________________
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 _____________________and
_____________________, 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 – City of Waukee]
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EXHIBIT E
ANNUAL CERTIFICATION
(due before October 15th as required under terms of Development Agreement)
Developer certifies that, during the time period covered by this Certification, Developer is and was in compliance
with Section 6.7 of the Agreement as follows:
(i) All ad valorem taxes on the Development Property and Office Building have been timely 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 Office Building was first fully assessed on January 1, 20___, at a full assessment value of
$_____________, and is currently assessed at $______________________;
(iii) The total number of Full-Time Equivalent Jobs employed in the operations in the Office Building
as of October 1, _____ and as of the first day of each of the preceding eleven (11) months were as follows:
October 1, 20__: ______ April 1, 20__: _________
September 1, 20__: _________ March 1, 20__: _________
August 1, 20__: _________ February 1, 20___: ________
July 1, 20__: _________ January 1, 20__: _______
June 1, 20__: _________ December 1, 20__: _______
May1, 20__: __________ November 1, 20__: _______
(iv) The undersigned officer of Developer has re-examined the terms and provisions of the Agreement
and certifies that at the date of such certificate, and during the preceding twelve (12) months, to the actual knowledge
of the undersigned, the Developer is not, or was not, in default in the fulfillment of any of the terms and conditions
of the Agreement defined in the Agreement as an 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 or during such period, or if the signer has actual knowledge of any such Event of Default, said officer
shall disclose in such statement such material facts as are actually known to said officer regarding 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 actual knowledge and belief.
Signed this _________ day of _____________________, 20___.
CENTRAL IOWA HOSPITAL CORPORATION,
a non-profit Iowa hospital corporation
By: ______________________________
Name: ____________________________
Its: _______________________________
Attachments: Proof of payment of taxes
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EXHIBIT F
DEVELOPER CERTIFICATION OF APPROVED COSTS
Central Iowa Hospital Corporation (the “Developer”) certifies that the expenses shown on the table
below were/are the actual expenses incurred by the Developer for the Approved Costs defined in
an Agreement for Private Development entered into the _____ day of __________, 2024 between
the City of Waukee, Iowa and the Developer (the “Agreement”).
Project
Cost
Category
Engineering,
Plans,
Specifications
Construction
Costs
Drainage,
Landscaping,
Grading
Construction
Management
Fee (not to
exceed 7%)
Miscellaneous
Invoice
description
and cost
Invoice
description
and cost
Invoice
description
and cost
Invoice
description
and cost
Invoice
description
and cost
Invoice
description
and cost
Invoice
description
and cost
Invoice
description
and cost
Total Cost
per
category
If you need additional space please attach another table.
Attach actual receipts and invoices
[Remainder of this page intentionally left blank. Signature page to follow.]
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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 actual knowledge and belief.
CENTRAL IOWA HOSPITAL CORPORATION,
a non-profit Iowa hospital corporation
By: ______________________________
Name: ____________________________
Its: _______________________________
STATE OF IOWA )
) SS
COUNTY OF _________ )
On this _______ day of ________________, 20____, before me the undersigned, a Notary
Public in and for said State, personally appeared _____________________, to me personally
known, who, being by me duly sworn, did say that s/he is the ____________of Central Iowa
Hospital Corporation, and that said instrument was signed on behalf of said corporation; and that
the said _____________________as such officer, acknowledged the execution of said instrument
to be the voluntary act and deed of said corporation, by her/him voluntarily executed.
__________________________________
Notary Public in and for the State of Iowa
[Signature page to Developer Certification of Costs]
02259666-1\21938-041