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HomeMy WebLinkAbout2025-03-03 I01F_01 Waukee Towne Center DA First AmendmentAGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: March 3, 2025 AGENDA ITEM:Consideration of approval of a resolution approving and authorizing execution of a First Amendment to the Amended and Restated Agreement for Private Development with Waukee Towne Center, LLC, and Waukee Towne Center II, LLC FORMAT:Consent SYNOPSIS INCLUDING PRO & CON: The proposed First Amendment amends and restates the Agreement for Private Development between the City and Waukee Towne Center, LLC (WTC1) which was approved by City Council on December 5, 2022. The amendment updates the Phase One grant schedule without changing the overall incentives. Phase One improvements are now anticipated to be completed by July 31, 2028. Other proposed changes include removing public art from Phase Two improvements and shifting construction of the amphitheater to Phase Two. REFERENCE: The City entered into a development agreement with Waukee Towne Center, LLC on December 5, 2022. The project includes the development of 48-acres located west of Alice’s Road and south of SE Laurel Street. Phase One: construction of at least 185,000 square foot retail development, a 7-acre lake, foundation/pad for an amphitheater and a paved trail that connects to the regional system (Outlot Y). Minimum improvements completion in July 31, 2028. Phase Two includes construction of at least 85,000 square feet of retail development with lifestyle amenities including the vertical component of the amphitheater, a water feature, outdoor seating, ice rink and playground on development property. Completion at the end of 2029. Similarly, the economic development grants include two schedules to match the phased development with each schedule including thirteen (13) consecutive payments at 75% of the incremental taxes. The development agreement includes $2.1M payments in exchange for the Developer completion and dedication of Phase One quality of life improvements and transfer of Outlot Y. An additional $400,000 Outlot Y Payment was made upon Developer completing and dedicating Phase Two quality of life improvements. I1F1 FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: RECOMMENDATION: Approve the resolution. ATTACHMENTS: I. Proposed Resolution II. First Amendment to the Amended and Restated Agreement for Private Development with Waukee Towne Center, LLC, and Waukee Towne Center II, LLC PREPARED BY:Jennifer Brown, Economic Development Director REVIEWED BY: PUBLIC NOTICE INFORMATION – NAME OF PUBLICATION: DATE OF PUBLICATION: RESOLUTION NO. ______ RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF A FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT FOR PRIVATE DEVELOPMENT BY AND AMONG THE CITY OF WAUKEE, WAUKEE TOWNE CENTER, LLC, AND WAUKEE TOWNE CENTER II, LLC WHEREAS, the City of Waukee, Iowa ("City"), Waukee Towne Center, LLC ("WTC1"), and Waukee Towne Center II, LLC ("WTC2") (WTCI and WTC2 collectively the "Developer") entered into an Amended and Restated Agreement for Private Development on September 18, 2023 ("Agreement"), pursuant to which, Developer agreed to construct certain Phase One Improvements and Phase Two Improvements (collectively, the "Minimum Improvements") on certain real property located within the Consolidated Urban Renewal Area and the Towne Center Urban Renewal Area, which property was referred to in the Agreement as the "Development Property"; and WHEREAS, the City has received a proposal from the Developer, in the form of a proposed First Amendment to the Amended and Restated Agreement for Private Development (the "Amendment") by and among the City, WTC1, and WTC2 in order to, among other things; (i) extend the completion date for the Phase One Improvements; (ii) adjust the annual Phase One Economic Development Grant schedule to accommodate the delayed Phase One Improvements completion date; (iii) move the completion of the amphitheater pad from the definition of the Phase One Quality of Life Improvements to the definition of the Phase Two Quality of Life Improvements; and (iv) revise the description of the Phase Two Improvements; and WHEREAS, the Amendment does not alter the incentives previously described in the Amendment; 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 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 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. NOW THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF WAUKEE IN THE STATE OF IOWA: Section 1.That the performance by the City of its obligations under the Agreement, as amended, 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, as amended, be and is hereby declared to be a public undertaking and purpose and in furtherance of the Plans for the Consolidated Urban Renewal Area and the Towne Center Urban Renewal Area, and further, that the Agreement, as amended, 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 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 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 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 Amendment as executed and the Agreement as amended. PASSED AND APPROVED this 3rd day of March, 2025. Mayor ATTEST: City Clerk 1 Execution Version FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT FOR PRIVATE DEVELOPMENT BY AND AMONG THE CITY OF WAUKEE, IOWA AND WAUKEE TOWNE CENTER, LLC AND WAUKEE TOWNE CENTER II, LLC THIS FIRST AMENDMENT (“Amendment”) to that certain Amended and Restated Agreement for Private Development by and among the CITY OF WAUKEE, IOWA (“City”), WAUKEE TOWNE CENTER, LLC, an Iowa limited liability company (“WTC1”), and WAUKEE TOWNE CENTER II, LLC, an Iowa limited liability company (“WTC2” and together with WTC1, the “Developer”), dated September 18, 2023 (“Agreement”), is made as of the _____ day of ______________, 2025, between the City and the Developer. The City and the Developer are the “Parties” to this Amendment. WITNESSETH: WHEREAS, the City and the Developer previously executed the Agreement and recorded a Memorandum of the Agreement on September 25, 2023 in Book 2023 Page 14196 of the records of the Recorder of Dallas County, Iowa; and WHEREAS, pursuant to the Agreement, the Developer agreed to construct certain Phase One Improvements and Phase Two Improvements (collectively, the “Minimum Improvements”) on certain real property located within the Consolidated Urban Renewal Area and the Towne Center Urban Renewal Area, which property was referred to in the Agreement as the “Development Property”; and WHEREAS, the City and Developer desire to amend the Agreement to: (i) extend the completion date for the Phase One Improvements; (ii) adjust the annual Phase One Economic Development Grant schedule to accommodate the delayed Phase One Improvements completion date; (iii) move the completion of the amphitheater pad from the definition of the Phase One Quality of Life Improvements to the definition of the Phase Two Quality of Life Improvements; and (iv) revise the description of the Phase Two Improvements. NOW THEREFORE, it is agreed by the City and the Developer: 1. Definitions. Except as specifically stated herein, all capitalized words used herein and not specifically defined shall have the same definitions as in the Agreement. 2. Amphitheater Pad. The Parties acknowledge and agree that, with the exception of completion of the amphitheater pad, the Phase One Quality of Life Improvements have been completed, and those improvements and Outlot Y have been dedicated to the City consistent with Section 3.3 (a) and (b) of the Agreement. The Parties further agree that, for all purposes under the 3rd February 2 Execution Version Agreement, the completion of the amphitheater pad shall no longer be included in the definition of the Phase One Quality of Life Improvements; and instead, completion of the amphitheater pad shall be included in the definition of the Phase Two Quality of Life Improvements. 3. Changes to Minimum Improvements Completion Deadlines. The Parties desire to extend the deadline for construction of the Phase One Improvements to July 31, 2028. Accordingly, Section 2.2(k) and Exhibit B of the Agreement are hereby amended by replacing “July 31, 2025” with “July 31, 2028” in order to extend the completion deadline for the Phase One Improvements. For the avoidance of doubt, the deadline for completing the Phase Two Improvements is not being altered by this Amendment. 4. Changes to Phase Two Improvements. The Parties hereby agree to remove the requirement of “public art” from the description of the Phase Two Improvements contained in Exhibit B. To accommodate this change, Section 3.3(f) is hereby replaced in its entirety with the following: f. For the avoidance of doubt, the Phase Two Improvements also include a water feature (separate from the 7 acre lake), outdoor seating, ice rink, landscaping, and a playground on the Development Property; however, such improvements do not constitute Quali ty of Life Improvements as defined herein, and shall not be dedicated to the City. 5. Changes to Economic Development Grants Schedules. To correspond with the extended deadline for completion of the Phase One Improvements, Section 8.1(a) of the Agreement is hereby replaced in its entirety with the following: Section 8.1. Payment of Economic Development Grants. a. Phase One. For and in consideration of the obligations being assumed by Developer hereunder, and in furtherance of the goals and objectives of Iowa Code Chapter 403, the City agrees, subject to Developer being and remaining in compliance with the terms of this Agreement at the time of payment, and subject to the terms and conditions of this Article VIII, to make up to thirteen (13) consecutive annual payments of Phase One Economic Development Grants to WTC2 under the following terms and conditions. i. Schedule of Phase One Economic Development Grants. Assuming completion of the Phase One Improvements on December 31, 2028, first full assessment of the Phase One Improvements on January 1, 2029, and the City’s debt certification to the County Auditor prior to December 1, 2029, the Phase One Economic Development Grants shall commence on June 1, 2031, and end on June 1, 2043, pursuant to Section 403.19 of the Urban Renewal Act under the following formula and schedule: June 1, 2031 75% of Phase One Tax Increments for Fiscal Year 30-31 June 1, 2032 75% of Phase One Tax Increments for Fiscal Year 31-32 June 1, 2033 75% of Phase One Tax Increments for Fiscal Year 32-33 June 1, 2034 75% of Phase One Tax Increments for Fiscal Year 33-34 June 1, 2035 75% of Phase One Tax Increments for Fiscal Year 34-35 3 Execution Version June 1, 2036 75% of Phase One Tax Increments for Fiscal Year 35-36 June 1, 2037 75% of Phase One Tax Increments for Fiscal Year 36-37 June 1, 2038 75% of Phase One Tax Increments for Fiscal Year 37-38 June 1, 2039 75% of Phase One Tax Increments for Fiscal Year 38-39 June 1, 2040 75% of Phase One Tax Increments for Fiscal Year 39-40 June 1, 2041 75% of Phase One Tax Increments for Fiscal Year 40-41 June 1, 2042 75% of Phase One Tax Increments for Fiscal Year 41-42 June 1, 2043 75% of Phase One Tax Increments for Fiscal Year 42-43 Each annual payment shall be equal in amount to the incremental property tax revenues attributable to Phase One Property that are received by the City from the Dallas County Treasurer and that are equal to the above percentages of the Phase One Tax Increme nts collected by the City with respect to the Phase One Property and Phase One Improvements constructed thereon under the terms of the Ordinance and deposited into the Waukee Towne Center, LLC 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 WTC2) during the preceding twelve-month period in respect of the Phase One Property, but subject to limitation and adjustment as provided in this Article (such payments being referred to collectively as the “Phase One Economic Development Grants”). If the completion of the Phase One Improvements is delayed so that the Phase One Improvements are not fully assessed as of January 1, 2029, then the initial Phase One Economic Development Grant will not begin as scheduled, but will be delayed one year with all subsequent payments also delayed one year. However, in no event shall the schedule of Phase One Economic Development Grants be delayed more than one year, meaning that the latest potential date for WTC2’s initial Phase One Economic Development Grant, if eligible, is June 1, 2032. ii. Payment Schedule. After the Phase One Improvements are first fully assessed and if in compliance with this Agreement, if Developer’s Annual Certification is timely filed under Section 6.7, the City shall certify to Dallas County, Iowa (the “County”) prior to December 1 of that year its request for the available Phase One 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 WTC2 on the following June 1 provided Developer is in compliance with this Agreement at the time of payment. (Example: Assuming completion of the Phase One Improvements in 2028 and first full assessment on January 1, 2029, if Developer timely submits its Annual Certification in October 2029, and the City certifies to the County by December 1, 2029, the first Phase One Economic Development Grant would be paid to WTC2 on June 1, 2031 (for 75% of the Tax Increment for Fiscal Year 2030-2031)). iii. Conditions Precedent. Notwithstanding the provisions of Section 8.1(a) above, the obligation of the City to make a Phase One Economic Development Grant in any year shall be subject to and conditioned upon the following: 4 Execution Version A. Developer’s timely completion of the Phase One Improvements pursuant to the terms of this Agreement; and B. Transfer of the Phase One Quality of Life Improvements and Outlot Y to the City pursuant to Section 3.3; and C. Developer completing the platting of the Development Property such that the Phase One Property is comprised of tax parcels(s) that are separate from the Phase Two Property; and D. WTC2 being and remaining in compliance with the terms of this Agreement as it relates to the Phase One Property and Phase One Improvements at the time of payment. Under no circumstances shall the failure by WTC2 to qualify for a Phase One Economic Development Grant in any year serve to extend the term of this Agreement beyond the Termination Date or the years during which Phase One Economic Development Grants may be awarded to WTC2 or the total amount thereof, it being the intent of parties hereto to provide WTC2 with an opportunity to receive Phase One Economic Development Grants only if Developer fully complies with the provisions hereof and WTC2 becomes entitled thereto, up to the maximum aggregate amount set forth in Section 8.1(c). 6. No Further Modifications. Except as modified by this Amendment, all covenants, agreements, terms, and conditions of the Agreement shall remain in full force and effect and are hereby in all respects ratified and affirmed. 7. Counterparts. This 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. IN WITNESS WHEREOF, the City has caused this 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 Developer has caused this Amendment 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] 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 ________________________, 2025, 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 Municipa lity 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 6 Execution Version WAUKEE TOWNE CENTER, LLC, WAUKEE TOWNE CENTER II, LLC Each an Iowa limited liability company By: _______________________________ Name: Mike Pierson Its: Manager of each company STATE OF IOWA ) ) SS COUNTY OF ______ ) On this _______ day of ________________, 2025, before me the undersigned, a Notary Public in and for said State, personally appeared Mike Pierson, to me personally known, who, being by me duly sworn, did say that he is the Manager of Waukee Towne Center, LLC and Waukee Towne Center II, LLC, and that said instrument was signed on behalf of each limited liability company; and that the said officer acknowledged the execution of said instrument to be the voluntary act and deed of each said limited liability company, by it and by him voluntarily executed. _______________________________ Notary Public in and for State of Iowa 4925-4007-8880-1\21938-369