HomeMy WebLinkAbout2025-03-03 I01J_01 SJC Properties DA_Set PHAGENDA ITEM:
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: March 3, 2025
AGENDA ITEM:Consideration of approval of a resolution fixing date for a public hearing
on the proposal to enter into a Development Agreement with SJC
Properties, LLC
FORMAT:Consent
SYNOPSIS INCLUDING PRO & CON: Staff has been working with SJC Properties, LLC to
structure incentives for a downtown infill project on the west side of the 400 block of 6th Street.
This project includes constructing a 9,000-square-foot mixed-use building, featuring retail and
restaurant space on the ground floor and service or office space on the second floor.
The new mixed-use building requires a minimum investment of $3M. Total property valuation
will increase by more than $2.5M, adding over $80,000 in tax revenues annually. Project
completion is estimated in August 2025.
This project meets the following eligibility criteria for the City’s Expanded TIF Incentive:
new tax valuation
Significant investment in downtown
Scope of the project would be reduced if TIF funds were not available.
The Expanded TIF Incentive Policy provides for a 10-year annual property tax rebate, covering
70% of the tax increment generated by the new project. For this project, the proposed incentive
includes a cap of $475,000, based on a minimum investment of $3 million. Additionally, staff
recommends a reimbursable grant of $30,000 to help offset design and engineering expenses. The
grant would be deducted evenly from the rebates in year one and year two.
Proposed requirements:
o Independent Business Priority: Forty percent of the leasable space must be
allocated with priority given to independently owned businesses
o Lease Rate Cap: Seventy-five percent of the leasable space must remain at or
below Waukee’s current average retail lease rate for the duration of the
agreement (currently $28 per square foot)
o Annual Report: The developer must submit an annual report detailing tenants
and rental rates.
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FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: The City’s incentive will be
no more than 16% of the project.
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT:
RECOMMENDATION: Staff recommend setting a public hearing date.
ATTACHMENTS: I. Proposed Resolution
II. Proposed Development Agreement
PREPARED BY:Jennifer Brown, Director of Economic Development
REVIEWED BY:
PUBLIC NOTICE INFORMATION –
NAME OF PUBLICATION:
DATE OF PUBLICATION:
RESOLUTION NO. ______
RESOLUTION FIXING DATE FOR A PUBLIC HEARING ON
THE PROPOSAL TO ENTER INTO A DEVELOPMENT
AGREEMENT WITH SJC PROPERTIES, LLC, AND
PROVIDING FOR PUBLICATION OF NOTICE THEREOF
WHEREAS, by Resolution No. 19-402, adopted November 4, 2019, this Council found
and determined that certain areas located within the City are eligible and should be designated as
an urban renewal area under Iowa law, and approved and adopted the Waukee Consolidated Urban
Renewal Plan for the Waukee Consolidated Urban Renewal Area (the "Consolidated Urban
Renewal Area") described therein, which Waukee Consolidated Urban Renewal Plan, as
subsequently 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 SJC Properties, LLC (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") and consisting of the construction of a 9,000 square foot mixed use
building to include retail, restaurant, service, and office space, together with all related site
improvements, as outlined in the proposed Agreement; and
WHEREAS, the Agreement provides that the City will provide a one-time Benchmark
Grant to the Developer in the amount of $30,000, under the terms and following satisfaction of the
conditions set forth in the Agreement, which Benchmark Grant would be reimbursed to the City
by the City deducting $15,000 from each of the first two Economic Development Grants to be paid
to Developer under the proposed Agreement; and
WHEREAS, the Agreement further proposes that the City will make up to ten (10)
consecutive annual payments of Economic Development Grants to Developer consisting of 70%
of the Tax Increments pursuant to Section 403.19, Code of Iowa, and generated by the construction
of the Minimum Improvements, the cumulative total for all such payments not to exceed the lesser
of $475,000, or the amount accrued under the formula outlined in the proposed Agreement, under
the terms and following satisfaction of the conditions set forth in the Agreement; and
WHEREAS, the Agreement further requires the Developer to use commercially reasonable
efforts to retain tenants at the Minimum Improvements who will employ employees therein, as
outlined in the proposed Agreement; and
WHEREAS, Chapters 15A and 403, Code of Iowa, (the "Urban Renewal Law") 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 Chapter, 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 the factors set forth therein; and
WHEREAS, neither the Urban Renewal Law nor any other Code provision sets forth any
procedural action required to be taken before said economic development activities can occur
under the Agreement, and pursuant to Section 364.6,Code of Iowa, it is deemed sufficient if the
action hereinafter described be taken and the City Clerk publish notice of the proposal and of the
time and place of the meeting at which the Council proposes to take action thereon and to receive
oral and/or written objections from any resident or property owner of said City to such action.
NOW THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF
WAUKEE IN THE STATE OF IOWA:
Section 1.That this Council meet in the Council Chambers, City Hall, 230 West Hickman
Road, Waukee, Iowa, at 5:30 P.M. on March 17, 2025, for the purpose of taking action on the
matter of the proposal to enter into a Development Agreement with SJC Properties, LLC.
Section 2.That the City Clerk is hereby directed to cause at least one publication to be
made of a notice of said meeting, in a legal newspaper, printed wholly in the English language,
published at least once weekly, and having general circulation in said City, said publication to be
not less than four (4) clear days nor more than twenty (20) days before the date of said public
meeting.
Section 3.The notice of the proposed action shall be in substantially the following form:
(One publication required)
NOTICE OF PUBLIC HEARING OF THE CITY COUNCIL OF
THE CITY OF WAUKEE IN THE STATE OF IOWA, ON THE
MATTER OF THE PROPOSAL TO ENTER INTO A
DEVELOPMENT AGREEMENT WITH SJC PROPERTIES, LLC,
AND THE HEARING THEREON
PUBLIC NOTICE is hereby given that the Council of the City of Waukee in the State of
Iowa, will hold a public hearing on March 17, 2025, at 5:30 P.M. in the Council Chambers, City
Hall, 230 West Hickman Road, Waukee, Iowa, at which meeting the Council proposes to take
action on the proposal to enter into a Development Agreement (the "Agreement") with SJC
Properties, LLC (the "Developer").
The Agreement would obligate the Developer to construct certain Minimum Improvements
(as defined in the Agreement) on certain real property located within the Waukee Consolidated
Urban Renewal Area as defined and legally described in the Agreement, consisting of the
construction of a 9,000 square foot mixed use building to include retail, restaurant, service, and
office space, together with all related site improvements, under the terms and following
satisfaction of the conditions set forth in the Agreement. The Agreement requires the Developer
to use commercially reasonable efforts to retain tenants at the Minimum Improvements who will
employ employees therein, as outlined in the Agreement.
The Agreement proposes that the City will make a one-time Benchmark Grant to the
Developer in the amount of $30,000, under the terms and following satisfaction of the conditions
set forth in the Agreement, which Benchmark Grant would be reimbursed to the City by the City
deducting $15,000 from each of the first two Economic Development Grants to be paid to
Developer under the proposed Agreement.
The Agreement would further obligate the City to make up to ten (10) consecutive annual
payments of Economic Development Grants to Developer consisting of 70% of the Tax Increments
pursuant to Section 403.19, Code of Iowa, and generated by the construction of the Minimum
Improvements, the cumulative total for all such payments not to exceed the lesser of $475,000, or
the amount accrued under the formula outlined in the proposed Agreement, under the terms and
following satisfaction of the conditions set forth in the Agreement.
A copy of the Agreement is on file for public inspection during regular business hours in
the office of the City Clerk, City Hall, City of Waukee, Iowa.
At the above meeting the Council shall receive oral or written objections from any resident
or property owner of said City, to the proposal to enter into the Agreement with the Developer.
After all objections have been received and considered, the Council will at this meeting or at any
adjournment thereof, take additional action on the proposal or will abandon the proposal to
authorize said Agreement.
This notice is given by order of the City Council of the City of Waukee in the State of
Iowa, as provided by Section 364.6, Code of Iowa.
Dated this 3rd day of March, 2025.
Rebecca D. Schuett
City Clerk, City of Waukee in the State of Iowa
(End of Notice)
PASSED AND APPROVED this 3rd day of March, 2025.
Mayor
ATTEST:
City Clerk
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AGREEMENT FOR PRIVATE DEVELOPMENT
by and between
CITY OF WAUKEE, IOWA
AND
SJC PROPERTIES, LLC
_________________, 2025
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AGREEMENT
FOR
PRIVATE DEVELOPMENT
THIS AGREEMENT FOR PRIVATE DEVELOPMENT (“Agreement”), is made on or as
of the ____ day of __________________, 2025, 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, 2025, as amended (“Urban
Renewal Act”), and SJC PROPERTIES, LLC, an Iowa limited liability company having offices
for the transaction of business at 16930 Berkshire Pkwy, Clive, Iowa 50325 (“Developer”). The
City and Developer are the Parties to this Agreement.
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 recorded
among the land records in the office of the Recorder of Dallas County, Iowa; and
WHEREAS, the Developer owns certain real property located in the foregoing Urban
Renewal Area as 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, the Developer will cause certain Minimum Improvements to be constructed
on the Development Property in the Urban Renewal Area, and will thereafter cause the same to be
operated in accordance with this Agreement; and
WHEREAS, the City is willing to provide certain incentives 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:
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ARTICLE I. DEFINITIONS
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:
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.
Base Value means the assessed value of the Development Property and any existing
improvements thereon, as of January 1, 2025.
Benchmark Grant means the payment to be made by the City to Developer under Section
8.1 of this Agreement.
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.
City Advance shall mean $30,000 to be advanced from the City’s General Fund for the
sole purpose of funding the payment of the Benchmark Grant to Developer.
Code means the Code of Iowa, 2025, as amended.
Commencement Date means the date of this Agreement, which shall be the date the last
party signs the Agreement.
Construction Costs means all costs associated with the construction of the Minimum
Improvements.
Developer means SJC Properties, LLC, and its permitted successors and assigns.
Development Property means that portion of the Urban Renewal Area described in Exhibit
A.
Economic Development Grants mean the payments to be made by the City to Developer
under Section 8.2 of this Agreement.
Event of Default means any of the events described in Section 10.1 of this Agreement.
Minimum Improvements means an at least 9,000 square foot mixed use building to be
constructed on the Development Property, and related improvements, as more particularly
described in Exhibit B to this Agreement.
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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 disbursem ents of
counsel) incurred in the collection of such proceeds.
Ordinance means an Ordinance of the City under which the taxes levied on taxable property
in Urban Renewal Area shall be divided and a portion paid into the Waukee Consolidated Urban
Renewal Tax Increment Revenue Fund under the provisions of Iowa Code section 403.19.
Project means the construction and operation of the Minimum Improvements on the
Development Property, as described in this Agreement.
SJC Properties, LLC TIF Account means a separate account within the Waukee
Consolidated Urban Renewal Tax Increment Revenue Fund of the City in which Tax Increments
received by the City with respect to the Minimum Improvements and Development Property shall
be deposited.
State means the State of Iowa.
Tax Increments means the incremental property tax revenues derived from the incremental
value of the Minimum Improvements and Development Property (land and building/improvement
value) above the Base Value divided and made available to the City for deposit in the SJC
Properties, LLC TIF Account of 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).
Urban Renewal Area means the area known as the Waukee Consolidated Urban Renewal
Area, as may be amended.
Urban Renewal Plan means the Waukee Consolidated Urban Renewal Plan, as amended,
approved with respect to the Waukee Consolidated Urban Renewal Area, described in the
preambles hereof.
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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 will be 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.
Section 2.2. Representations and Warranties of Developer. Developer makes the
following representations and warranties:
a. SJC Properties, LLC is an Iowa limited liability company, 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, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the terms and
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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. There are no actions, suits, or proceedings pending or threatened 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 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 is not currently aware 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 is not currently aware 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.
f. Developer shall cause the Minimum Improvements to be constructed in accordance
with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws
and regulations.
g. 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 Minimum Improvements may be lawfully constructed.
h. The construction of the Minimum Improvements will require a total investment of
at least $3,000,000 for Construction Costs.
i. Developer has firm commitments for construction or acquisition and permanent
financing for the Project in an amount sufficient, together with equity commitments, to
successfully complete the Minimum Improvements 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 and
operation of the Minimum Improvements.
k. Subject to Unavoidable Delays, the Developer will complete the Minimum
Improvements by December 31, 2025.
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l. Developer would not undertake its obligations under this Agreement without the
payment by the City of the Benchmark Grant and Economic Development Grants being made to
Developer pursuant to this Agreement.
ARTICLE III. CONSTRUCTION
Section 3.1. Construction of Minimum Improvements. Developer agrees that it will
cause the Minimum Improvements to be constructed on the Development Property in accordance
with the terms of this Agreement and all State, federal and local laws. Developer agrees that the
scope and scale of the Minimum Improvements to be constructed shall not be significantly less
than the scope and scale of the Minimum Improvements as detailed in this Agreement and shall
require a total investment of at least $3,000,000 for Construction Costs. In addition, Developer
shall cause the Minimum Improvements to be designed and constructed in conformance with the
City’s downtown design guidelines, consistent with Waukee Code Chapter 160.07 (2023). All
work with respect to the Minimum Improvements shall be in conformity with any plans approved
and/or permits issued by the building official(s) of the City, which approvals and permits shall be
made according to standard City processes for such plans and permits.
Section 3.2. Commencement and Completion of Construction. Subject to Unavoidable
Delays, Developer shall cause construction of the Minimum Improvements to be undertaken and
completed: (i) by no later than December 31, 2025; 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. All work with respect to the Minimum Improvements shall be in conformity with the site
plans approved by the building official or any amendments thereto as may be approved by the
building official.
Developer 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 Minimum Improvements to inspect such construction and the progress thereof.
Section 3.3. Certificate of Completion. Upon written request of Developer after
completion of the Minimum Improvements, the City will inspect the Minimum Improvements and,
if the Minimum Improvements have 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 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 Minimum
Improvements.
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 Minimum Improvements in accordance with the provisions of this
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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 Minimum
Improvements as constructed.
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. 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 Minimum Improvements, 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.
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 Minimum Improvements (and, from time to time at the request of
the City, furnish the City with proof of coverage or 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 Minimum Improvements at the date of completion, and with coverage available in non -
reporting form on the so-called “all risk” form of policy.
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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 Minimum Improvements 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 coverage or proof
the payment of premiums on), insurance as follows:
i. Insurance against loss and/or damage to the Minimum Improvements 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 Minimum Improvements, but any
such policy may have a deductible amount of not more than $50,000 or self-insurance up to 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 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 Minimum
Improvements (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 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
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which are 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 Minimum Improvements.
d. Developer agrees to notify the City immediately in the case of damage exceeding
$25,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof
resulting from fire or other casualty. Net Proceeds of any such insurance shall be paid directly to
Developer, and Developer will forthwith repair, reconstruct, and restore the Minimum
Improvements 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
Minimum Improvements, 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 Properties. Developer shall maintain, preserve, and keep
its properties within the City (whether owned in fee or a leasehold interest), including but not
limited to the Development Property and Minimum Improvements, in good repair and working
order, ordinary wear and tear excepted, and from time to time will make all necessary repairs,
replacements, renewals, and additions.
Section 6.2. Maintenance of Records. Developer shall 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 shall comply with all State, federal, and
local laws, rules and regulations relating to 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
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because of age, color, creed, national origin, race, religion, marital status, sex, physical disability,
or familial 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 Project
so that City can determine compliance with this Agreement.
Section 6.6. Operation. Developer shall take all commercial reasonable efforts to obtain
and retain tenants at the Minimum Improvements on the Development Property who will operate
businesses and employ employees therein. In addition, through the Termination Date:
a. Developer shall cause 25% of the first level of the Minimum Improvements to be
leased, or available to be leased, to independently owned businesses (a business that is not part of
a larger corporation or a franchise) through the Termination Date (“Independent Business
Requirement”); and
b. Developer shall cause 75% of the first level in the Minimum Improvements to be
rented, or available to rent, at a lease rate that does not exceed the average lease rate for retail space
(Net/Net/Net) in Waukee (“Lease Rate Requirement”). The parties acknowledge and agree that
as of the Commencement Date the average retail lease rate in Waukee is $28/SF (NNN), but that
such rate will fluctuate during the term of the Agreement; and
c. Developer shall reduce the Common Area Maintenance (CAM) fee for each tenant
of the Minimum Improements by an amount equivalent to a pro rata share of the Economic
Development Grant received by Developer in the prior calendar year. Each tenant’s pro rata share
shall be determined by dividing the square feet of leasable space leased by the tenant by the total
square feet of leasable space in the Minimum Improvements. For exemplary purposes only, if
Developer received an Economic Development Grant of $1000 in June 2030, then in 2031 a tenant
leasing 50% of the leasable space in the Minimum Improvements will have its CAM fees reduced
by $500. Developer further agrees to include a clause in all tenant leases providing for the
reduction of CAM fees in accordance this provision. The entirety of the requirements in this
Section 6.6(c) may be referred to in this Agreement as the “CAM Requirement”.
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
have been timely paid for the prior fiscal year (and for the current year, if due); (ii) a list of the
current tenants in the Minimum Improvements, the amount of leasable space leased by each tenant,
the level of the Minimum improvements leased by each tenant, the rental rate of leasable space
for each tenant, the CAM fees for each tenant prior to any reduction under Section 6.6(c), the
amount of the reduction in CAM fees under Section 6.6(c) for each tenant, and the calculation
utilized to determine the amount of the reduction under Section 6.6(c) for each tenant; and (iii)
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
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was not, in default in 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 is aware of any such default, event or 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, 2026
and ending on October 15, 2036, both dates inclusive. Developer shall provide supporting
information for the Annual Certifications upon request of the City. See Exhibit E for form required
for Developer’s Annual Certification.
Section 6.8. 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 Minimum
Improvements. Without limiting the generality of the foregoing, Developer guarantees that: (a)
construction of the Minimum Improvements shall commence and be completed within the time
limits set forth herein; (b) the Minimum Improvements shall be constructed and completed in
accordance with the terms of this Agreement and any site/construction plans submitted to the
City’s building officials; (c) the Minimum Improvements shall be constructed and completed free
and clear of any mechanic’s liens, materialman’s liens and equitable liens; and (d) all costs of
constructing the Minimum Improvements 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 shall maintain its 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, Minimum Improvements, or
this Agreement to any other party unless: (i) the transferee partnership, corporation, limited
liability company or individual 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, 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 of
Developer’s obligations 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 sole discretion of the City.
Section 7.2. Prohibition Against Use as Non-Taxable or Centrally Assessed Property.
During the term of this Agreement, Developer, and its successors or assigns, agree that 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 Minimum Improvements from property tax
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liability. Nor can the Development Property or Minimum Improvements 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. INCENTIVES
Section 8.1. Benchmark Grant. For and in consideration of the obligations being assumed
by Developer for the Project hereunder, subject to Developer being and remaining in compliance
with this Agreement at the time of payment, the City agrees to make a one-time grant to the
Developer in the amount of $30,000 (the “Benchmark Grant”) within thirty (30) days of
Developer’s receipt of a final certificate of occupancy for the Minimum Improvements. The
Benchmark Grant shall be payable solely and only from the City Advance, which City Advance
shall be reimbursable from Tax Increments as set forth in Section 8.2.
Section 8.2. Economic Development Grants. For and in consideration of the obligations
being assumed by Developer hereunder, and in furtherance of the goals and objectives of 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 at the time of each
payment, to make up to ten (10) consecutive annual payments of Economic Development Grants
to the Developer under the following terms and conditions.
a. Assuming Developer is in compliance with the terms of this Agreement at the time,
the City will certify debt to the County by December 1, 2026, and the Economic Development
Grants shall commence on June 1, 2028, and end on June 1, 2037, under the following schedule:
Date Amount of Economic Development Grants
June 1, 2028 70% of Tax Increments for the Fiscal Year 27-28 minus $15,000
which the City shall retain to reimburse the City Advance
June 1, 2029 70% of Tax Increments for the Fiscal Year 28-29 minus $15,000
which the City shall retain to reimburse the City Advance
June 1, 2030 70% of Tax Increments for the Fiscal Year 29-30
June 1, 2031 70% of Tax Increments for the Fiscal Year 30-31
June 1, 2032 70% of Tax Increments for the Fiscal Year 31-32
June 1, 2033 70% of Tax Increments for the Fiscal Year 32-33
June 1, 2034 70% of Tax Increments for the Fiscal Year 33-34
June 1, 2035 70% of Tax Increments for the Fiscal Year 34-35
June 1, 2036 70% of Tax Increments for the Fiscal Year 35-36
June 1, 2037 70% of Tax Increments for the Fiscal Year 36-37
b. Reduction of Tax Increment Percentage. The amount of the Economic
Development Grants calculated under the formula set forth in this Section 8.2(a) may be reduced
as follows:
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i. If an Annual Certification reveals that the Developer is not in compliance
with the Independent Business Requirement set forth in Section 6.6(a), then the percentage of Tax
Increment comprising the next Economic Development Grant shall be reduced by 10%.
ii. If an Annual Certification reveals that the Developer is not in compliance
with the Lease Rate Requirement set forth in Section 6.6(b), then the percentage of Tax Increment
comprising the next Economic Development Grant shall be reduced by 10%.
iii. If an Annual Certification reveals that the Developer is not in compliance
with the CAM Requirement set forth in Section 6.6(c), then the percentage of Tax Increment
comprising the next Economic Development Grant shall be reduced by 10%.
iv. For purposes of clarity, if an Annual Certification reveals that Developer
failed to satisfy the Independent Business Requirement, the Lease Rate Requirement, and the CAM
Requirement then the next Economic Development Grant shall be reduced by 30%, so that the
Developer receives 40% of Tax Increments for that Fiscal Year.
v. The reductions set forth herein shall be the only remedy available to the City
for Developer’s failure to satisfy the Independent Business Requirement, Lease Rate Requirement,
and the CAM Requirement.
c. Maximum Amount of Grants. The aggregate amount of the Economic
Development Grants that may be paid to the Developer under Section 8.2(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 Minimum Improvements and Development
Property above the Base Value (subject to any reduction to reimburse the City for the City Advance
or pursuant to Section 8.2(b)), but in no event shall the aggregate amount of the Economic
Development Grants exceed Four Hundred Seventy-Five Thousand Dollars ($475,000). 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 8.2, even if the aggregate amount is less than
maximum amount stated herein.
d. Limitations. The Economic Development Grants are only derived from the
increase in assessed value of the Minimum Improvements and Development Property (land and
building value) caused by the completion of the Minimum Improvements described in this
Agreement and not any expansions or improvements not included within the definition of the
Minimum Improvements which, to be eligible for Economic Development Grants, would be the
subject of an amendment or new agreement, at the sole discretion of the City Council. Tax
Increments shall be calculated based upon the incremental value of the Minimum Improvements
and Development Property above the Base Value.
e. Calculation of Grants. Each annual payment shall be equal to the above
percentages of the Tax Increments collected by the City with respect to the assessed value of the
Development Property and Minimum Improvements above the Base Value under the terms of the
Ordinance and deposited into the SJC Properties, LLC TIF Account (without regard to any
averaging that may otherwise be utilized under Section 403.19 and excluding any interest that may
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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 8.3. Conditions Precedent.
a. Notwithstanding the provisions of Section 8.2 above, the obligation of the City to
make an Economic Development Grant in any year shall be subject to and conditioned upon the
following:
i. Developer’s completion of the Minimum Improvements, pursuant to the terms
of this Agreement, and issuance of a certificate of occupancy for the Minimum
Improvements;
ii. The Developer being and remaining in compliance with the terms of this
Agreement at the time of payment; and
iii. No Event of Default has occurred and is continuing.
b. In the event that an Event of Default has occurred and has not been cured or cannot
reasonably be cured before the payment of the Grant, then the City shall have no obligation to
make the Economic Development Grant payment, in addition to having the remedies set forth in
Section 10.2.
c. 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 the
provisions hereof and the Developer becomes entitled thereto, up to the maximum aggregate
amounts set forth in Section 8.2(c).
Section 8.4. 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 incremental value of the
Development Property and Minimum Improvements above the Base Value that are received by
the City from the Dallas County Treasurer and that are deposited and held in the SJC Properties,
LLC 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, to the extent allowed by law, and to apply
the appropriate percentage of Tax Increments allocated to the SJC Properties, LLC TIF Account,
to pay the Economic Development Grants, as and to the extent set forth in this Article. 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
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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 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 enforceme nt 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 8.2 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 does not receive Tax Increments
from the County; or the City receives an opinion from its legal counsel to the effect that the use of
Tax Increments to fund an Economic Development Grant to Developer, as contemplated under
said Section 8.2, 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. 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 8.2, the City may terminate this Agreement, without penalty
or other liability to the City, by written notice to Developer.
Section 8.5. 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.
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a. Developer releases the City and the governing body members, officers, agents,
servants, and employees thereof (hereinafter, for purposes of this Article IX, the “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 Minimum Improvements or Development Property.
b. Except for any willful misrepresentation or any willful or wanton misconduct or
any unlawful act 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 (except with respect to any suit, action, demand or other 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 Minimum Improvements; 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, or employees.
d. 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:
a. Failure by Developer to cause the Minimum Improvements to be constructed or
operated pursuant to the terms and conditions of this Agreement;
b. Transfer of any of Developer’s interests in the Development Property, Minimum
Improvements, or this Agreement or the assets of Developer in violation of the provisions of this
Agreement;
c. Failure by Developer to timely pay ad valorem taxes on the Development Property
and Minimum Improvements;
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;
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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:
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
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 Minimum Improvements, 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 of the Event of Default
(except with respect to Events set out in 10.1(e-g) for which no notice and cure period is required),
but only if the Event of Default has 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 does 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;
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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 be entitled to recover from the Developer, and the Developer shall
pay to the City, an amount equal to the full amount of the Benchmark Grant and Economic
Development Grants previously made to Developer under Article VIII hereof, with interest thereon
at the highest rate permitted by State law. The City may take any action, including any legal action
it deems necessary, to recover such amount from Developer. The City may demand such payment
at any time following its determination that Developer is in default under this Agreement.
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.
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 collection of
payments due or to become due or 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 knowledge and belief after due inquiry, except as otherwise stated herein, 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, has had or shall 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
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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 SJC Properties,
LLC at 16930 Berkshire Parkway, Clive, Iowa 50325, Attn: Steffaney Cronin
Houser, Manager
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 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 December 31, 2037, 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
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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 representatives, 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 ________________________, 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 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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SJC PROPERTIES, LLC,
an Iowa limited liability company
By: ______________________________
Steffaney Cronin Houser, Manager
STATE OF IOWA )
) SS
COUNTY OF DALLAS )
On this _______ day of ________________, 2025, before me the undersigned, a Notary
Public in and for said State, personally appeared Steffaney Cronin Houser to me personally known,
who, being by me duly sworn, did say that the execution of said instrument to be her voluntary act
and deed, by her voluntarily executed.
_________________________________________
Notary Public in and for said state
My commission expires: ____________________
[Signature page to Agreement for Private Development – SJC Properties, LLC]
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EXHIBIT A
DEVELOPMENT PROPERTY
The Development Property is legally described as follows:
Lot Twenty (20) in Block Eleven (11) of the First Addition to the Town of
Waukee, Dallas County, Iowa
AND
Lot Eighteen (18) and Lot Nineteen (19) in Block 11 of the First Addition to the
Town of Waukee, Dallas County, Iowa
Parcel 1233154012 & 1233154011
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EXHIBIT B
MINIMUM IMPROVEMENTS
Minimum Improvements means the construction of an at least 9,000 square foot mixed use
building on the Development Property to be designed and constructed in conformance with the
City’s downtown design guidelines set forth in Waukee Code Chapter 160.07 (2023). The
Minimum Improvements will include retail and restaurant space on the first floor and
service/office space on the second floor, all as depicted in Exhibit B-1. Construction Costs are
expected to be at least $3,000,000.
See Exhibit B-1 for a depiction of the Minimum Improvements.
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EXHIBIT B-1
DEPICTION OF MINIMUM IMPROVEMENTS
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Execution Version
Prepared by: Nathan J. Overberg, Ahlers & Cooney, 100 Court Ave. #600, Des Moines, IA 50309, 515-243-7611
Return to: Rebecca D. 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 SJC Properties, LLC (“Developer”)
did on or about the _____ day of _______________, 2025, 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 Twenty (20) in Block Eleven (11) of the First Addition to the Town of
Waukee, Dallas County, Iowa
AND
Lot Eighteen (18) and Lot Nineteen (19) in Block 11 of the First Addition to the
Town of Waukee, Dallas County, Iowa
Parcel 1233154012 & 1233154011
(the “Development Property”); and
WHEREAS, the term of the Agreement commenced on the ____ day of _______________,
2025 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.
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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
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 ___________________, 2025.
[Remainder of page intentionally left blank; signature pages follow]
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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 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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Execution Version
SJC PROPERTIES, LLC,
an Iowa limited liability company
By: ______________________________
Steffaney Cronin Houser, Manager
STATE OF IOWA )
) SS
COUNTY OF DALLAS )
On this _______ day of ________________, 2025, before me the undersigned, a Notary
Public in and for said State, personally appeared Steffaney Cronin Houser to me personally known,
who, being by me duly sworn, did say that the execution of said instrument to be her voluntary act
and deed, by her voluntarily executed.
_________________________________________
Notary Public in and for said state
My commission expires: ____________________
[Signature page to Memorandum of Agreement for Private Development – SJC Properties, LLC]
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EXHIBIT D
CERTIFICATE OF COMPLETION
WHEREAS, the City of Waukee, Iowa, (“City”) and SJC Properties, LLC, an Iowa limited
liability company (“Developer”) did on or about the _____ day of _______________, 2025, 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 Twenty (20) in Block Eleven (11) of the First Addition to the Town of
Waukee, Dallas County, Iowa
AND
Lot Eighteen (18) and Lot Nineteen (19) in Block 11 of the First Addition to the
Town of Waukee, Dallas County, Iowa
Parcel 1233154012 & 1233154011
(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 certain Minimum Improvements (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 Minimum Improvements 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
Minimum Improvements 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 Minimum Improvements 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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Execution Version
(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
DEVELOPER ANNUAL CERTIFICATION
(due before October 15th as required under terms of Development Agreement)
The Developer certifies the following:
During the time period covered by this Certification, the Developer is and was in compliance with Section
6.7 of the Agreement as follows:
(i) All ad valorem taxes on the Development Property then owned by the Developer in the
Urban Renewal Area 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) Total square feet of leasable space in the Minimum Improvements: _____
(iii) Tenant information:
Tenant
Name
Independent
Business?
Y/N
Square
Feet of
Leased
Space
Level of
Minimum
Improvements
Leased (first
or second)
Lease
Rate
CAM
Rate Prior
to
Reduction
Under
Section
6.6(c)
Amount
of
Reduction
Under
Section
6.6(c)
Calculation
Used to
Determine
Reduction
Under
Section
6.6(c)
(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,
the Developer is not, or was not, in default in the fulfillment of any of the terms and conditions of the
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 is aware of any such default, event or 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.
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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 knowledge and belief.
Signed this _________ day of _____________________, 20___.
SJC PROPERTIES, LLC
an Iowa limited liability company
By: ______________________________
Name: ____________________________
Its: _______________________________
Attachments: Proof of payment of taxes; Tenant Leases (upon request by City)
4894-3716-3764v.1