HomeMy WebLinkAbout2025-10-20 I01I_02 Kettlestone Lakes Development Agreement_Set PHAGENDA ITEM:
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: October 20, 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 Kettlestone
Lakes, LLC and AP GPP, L.C.
FORMAT:Consent Agenda
SYNOPSIS INCLUDING PRO & CON: The proposed Development Agreement outlines that
the Developers will construct building and infrastructure improvements
within the Kettlestone Lakes District One Urban Renewal Area and work
to attract commercial businesses to the area.
The City would provide up to twelve annual Economic Development
Grant payments equal to 50% of the tax increment generated by the new
improvements. These grants are intended to reimburse the Developers for
a portion of the infrastructure improvement costs. Total payments would
not exceed $7,850,000 for the Kettlestone Developer and $2,150,000 for
the AP Developer, or the amount each contributes toward infrastructure,
whichever is less.
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS:
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT:
RECOMMENDATION: Set a public hearing date.
ATTACHMENTS: I. Proposed Resolution
II. Development Agreement
PREPARED BY:Jennifer Brown, Director of Economic Development
REVIEWED BY:
PUBLIC NOTICE INFORMATION –
NAME OF PUBLICATION:
DATE OF PUBLICATION:
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RESOLUTION NO. ______
RESOLUTION FIXING DATE FOR A PUBLIC HEARING ON
THE PROPOSAL TO ENTER INTO A DEVELOPMENT
AGREEMENT WITH KETTLESTONE LAKES, LLC AND AP
GPP, L.C., AND PROVIDING FOR PUBLICATION OF NOTICE
THEREOF
WHEREAS, this Council proposes to consider, on November 3, 2025, whether certain
areas located within the City are eligible and should be designated as an urban renewal area under
Iowa law, as further described in the proposed urban renewal plan for the proposed urban renewal
area, Kettlestone Lakes District One Urban Renewal Plan (the "Urban Renewal Plan" or "Plan")
for the Kettlestone Lakes District One Urban Renewal Area (the "Urban Renewal Area" or "Area")
described therein; 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 Kettlestone Lakes, LLC (the
"Kettlestone Developer") and AP GPP, L.C. (the "AP Developer"), collectively the Kettlestone
Developer and AP Developer shall be referred to as "Developers", in the form of a proposed
Development Agreement (the "Agreement") concerning the development of certain real property
located within the Urban Renewal Area; and
WHEREAS, JJ & KJ Properties, LLC ("Property Owner") owns certain real property
located in the Urban Renewal referred to as the "JJ Property", Kettlestone Developer owns certain
real property located in the Urban Renewal referred to as the "Kettlestone Development Property",
and AP Developer owns certain real property referred to as the "AP Development Property"; and
WHEREAS, the JJ Property, the Kettlestone Development Property, and the AP
Development collectively are referred to as the "Development Property" (as defined and legally
described in the Agreement); and
WHEREAS, pursuant to the Agreement, among other things, the Developers would agree
to construct certain Kettlestone Minimum Improvements, AP Minimum Improvements, and
Infrastructure Improvements on the Development Property (as those terms are defined in the
Agreement), and otherwise prepare the Development Property for the construction of private
commercial development and related improvements thereon; and
WHEREAS, the Agreement requires Developers to use commercially reasonable efforts to
attract commercial businesses employing individuals in their operations to locate their business
operations within the Kettlestone Minimum Improvements and the AP Minimum Improvements;
and
WHEREAS, the Agreement further proposes that the City will make up to twelve (12)
consecutive annual payments of Kettlestone Economic Development Grants to Kettlestone
Developer consisting of 50% of the Kettlestone Tax Increments pursuant to Section 403.19, Code
of Iowa, and generated by the construction of the Kettlestone Minimum Improvements, the
cumulative total for all such payments not to exceed the lesser of $7,850,000, the amount
Kettlestone Developer contributes to the Infrastructure Improvements, 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 proposes that the City will make up to twelve (12)
consecutive annual payments of AP Economic Development Grants to Developer consisting of
50% of the AP Tax Increments pursuant to Section 403.19, Code of Iowa, and generated by the
construction of the AP Minimum Improvements, the cumulative total for all such payments not to
exceed the lesser of $2,150,000, the amount AP Developer contributes to the Infrastructure
Improvements, 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, 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 November 3, 2025, for the purpose of taking action on the
matter of the proposal to enter into a Development Agreement with Kettlestone Lakes, LLC and
AP GPP, L.C.
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 KETTLESTONE
LAKES, LLC AND AP GPP, L.C., AND THE HEARING
THEREON
PUBLIC NOTICE is hereby given that the Council of the City of Waukee in the State of
Iowa, will hold a public hearing on November 3, 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 Kettlestone
Lakes, LLC (the "Kettlestone Developer") and AP GPP, L.C. (the "AP Developer"), collectively
the "Developers".
The Agreement would obligate the Developers to construct certain Kettlestone Minimum
Improvements, AP Minimum Improvements, and Infrastructure Improvements (as those terms are
defined in the Agreement) on certain real property located within the Kettlestone Lakes District
One Urban Renewal Area as defined and legally described in the Agreement, consisting of the
construction of Kettlestone Minimum Improvements, the AP Minimum Improvements, and the
Infrastructure Improvements, together with all related site improvements, under the terms and
following satisfaction of the conditions set forth in the Agreement. The Agreement requires
Developers to use commercially reasonable efforts to attract commercial businesses employing
individuals in their operations to locate their business operations within the Kettlestone Minimum
Improvements and the AP Minimum Improvements.
The Agreement would further obligate the City to make up to twelve (12) consecutive
annual payments of Kettlestone Economic Development Grants to Kettlestone Developer
consisting of 50% of the Kettlestone Tax Increments pursuant to Section 403.19, Code of Iowa,
and generated by the construction of the Kettlestone Minimum Improvements, the cumulative total
for all such payments not to exceed the lesser of $7,850,000, the amount Kettlestone Developer
contributes to the Infrastructure Improvements, 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.
The Agreement also obligates the City to make up to twelve (12) consecutive annual
payments of AP Economic Development Grants to Developer consisting of 50% of the AP Tax
Increments pursuant to Section 403.19, Code of Iowa, and generated by the construction of the AP
Minimum Improvements, the cumulative total for all such payments not to exceed the lesser of
$2,150,000, the amount AP Developer contributes to the Infrastructure Improvements, 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 20th day of October, 2025.
Rebecca D. Schuett
City Clerk, City of Waukee in the State of Iowa
(End of Notice)
PASSED AND APPROVED this 20th day of October, 2025.
Mayor
ATTEST:
City Clerk
Execution Version
AGREEMENT FOR PRIVATE DEVELOPMENT
BY AND AMONG
CITY OF WAUKEE, IOWA,
KETTLESTONE LAKES, LLC,
AND
AP GPP, L.C.
(KETTLESTONE LAKES DISTRICT ONE URBAN RENEWAL AREA)
____________________, 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 among 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”), KETTLESTONE LAKES, LLC, an Iowa limited liability company having an
office for the transaction of business at 9550 Hickman Rd, Suite 100, Clive, IA 50323
(“Kettlestone Developer”), and AP GPP, L.C., an Iowa limited liability company having an office
for the transaction of business at 5000 Westown Parkway, Suite 400, West Des Moines, IA 50266
(“AP Developer”). Collectively, Kettlestone Developer and AP Developer shall be referred to as
“Developers”.
WITNESSETH:
WHEREAS, in furtherance of the objectives of the Urban Renewal Act, the City h as
undertaken a program for economic development in a commercial area in the City and, in this
connection, adopted the Kettlestone Lakes District One Urban Renewal Plan (the “Urban Renewal
Plan”) for purposes of carrying out urban renewal project activities in an area known as the
Kettlestone Lakes District One Urban Renewal Area (the “Urban Renewal Area”); and
WHEREAS, a copy of the foregoing Urban Renewal Plan has been or will be recorded
among the land records in the office of the Recorder of Dallas County, Iowa; and
WHEREAS, JJ & KJ Properties, LLC (“Property Owner”) owns certain real property
located in the foregoing Urban Renewal Area as more part particularly described in Exhibit A
attached hereto and made a part hereof (which property as so described is hereinafter referred to
as the “JJ Property”); and
WHEREAS, Kettlestone Developer owns certain real property located in the foregoing
Urban Renewal Area as more part particularly described in Exhibit A attached hereto and made a
part hereof (which property as so described is hereinafter referred to as the “Kettlestone
Development Property”); and
WHEREAS, AP 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 “AP Development Property”, and
in conjunction with the JJ Property and the Kettlestone Development Property is referred to as the
“Development Property”); and
WHEREAS, Developers intend to cause certain Infrastructure Improvements and
Commercial Improvements to be constructed on the Development Property in the Urban Renewal
Area, and otherwise prepare the Development Property for the construction of private commercial
development and related improvements thereon; and
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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 premises and the mutual obligations of the
parties hereto, each of them does hereby covenant and agree with the other as follows:
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 and all exhibits and appendices hereto, as the same may
be from time to time modified, amended, or supplemented.
AP Contribution means an amount not to exceed $1,500,000 paid by AP Developer to
Kettlestone Developer pursuant to the terms and conditions of a separate private agreement for use
by Kettlestone Developer in constructing the Infrastructure Improvements.
AP Developer means AP GPP, L.C., and its permitted successors and assigns.
AP Developer Qualified Costs means the soft costs and expenses incurred by AP Developer
necessary to construct the Infrastructure Improvements, including interest during construction and
for not more than six (6) months thereafter; costs for acquisition of right of way, easements,
engineering, plans and specifications; development fees not to exceed five percent (5%) of the
aggregate of the AP Contribution and the AP Developer Qualified Costs; city fees and legal
expenses related to those improvements. To be AP Developer Qualified Costs, they must be
incurred by the AP Developer with respect to those Infrastructure Improvements that are dedicated
to and accepted by the City, as verified by the City pursuant to the terms of Section 3.2(d). AP
Developer Qualified Costs expressly do NOT include any portion of the AP Contribution (except
for the 5% developer fee), nor do they include any costs certified by Kettlestone Developer as
Kettlestone Developer Qualified Costs.
AP Development Property means that portion of the Development Property described in
Exhibit A upon which AP Developer will cause the construction of AP Minimum Improvements.
AP GGP, L.C. TIF Account means a separate account within the Kettlestone Lakes District
One Urban Renewal Area Tax Increment Revenue Fund of the City in which there shall be
deposited Tax Increments received by the City with respect to the AP Development Property.
AP Minimum Improvements means the commercial improvements which AP Developer
shall cause to be constructed on the AP Development Property, as further described in Exhibit B.
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AP Tax Increments means the property tax revenues derived from the AP Development
Property divided and made available to the City for deposit in the AP GGP, L.C. TIF Account of
the Kettlestone Lakes District One Urban Renewal Area Tax Increment Revenue Fund under the
provisions of Section 403.19 of the Code and the Ordinance.
City means the City of Waukee, Iowa, or any successor to its functions.
Code means the Code of Iowa, 2025, as amended.
County means the County of Dallas, Iowa.
Developers means AP Developer and Kettlestone Developer, collectively.
Developers’ Obligations shall mean the construction of the Minimum Improvements and
the other obligations of the Developers described in this Agreement.
Development Property means that portion of the Kettlestone Lakes District One Urban
Renewal Area of the City described in Exhibit A hereto, and is comprised of the AP Development
Property, the Kettlestone Development Property, and the JJ Property.
Economic Development Grants means the payments to be made by the City to Kettlestone
Developer and AP Developer under Article VII of this Agreement.
Event of Default means any of the events described in Sections 8.1, 8.2, and 8.4 of this
Agreement.
Indemnified Parties means the City and the governing body members and employees
thereof.
Infrastructure Improvements means: (i) the construction of SE Parkview Crossing Drive
from its intersection with Ashworth Drive through its intersection with SE Kettlestone Boulevard
as depicted in Exhibit B-1; (ii) the construction of SE Kettlestone Boulevard from the western
border of the Development Property to its intersection with Grand Prairie Parkway as depicted in
Exhibit B-1; (iii) the installation of all public utilities in the right of way of such roads, including
water, sanitary sewer, and storm sewer infrastructure, all of said improvements and associated
right of way to be dedicated to the City as set forth in this Agreement.
Kettlestone Developer means Kettlestone Lakes, LLC and its permitted successors and
assigns.
Kettlestone Developer Qualified Costs means the costs and expenses incurred by
Kettlestone Developer necessary to construct the Infrastructure Improvements, including interest
during construction and for not more than six months thereafter, costs for acquisition of right of
way, easements, landscaping, grading, drainage, paving, underground utility connections for
private property located in the streets, engineering, plans and specifications, labor, materials,
supplies, equipment use and rental, delivery charges, overhead, mobilization, surveying,
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development fees not to exceed 5% of the Kettlestone Developer Qualified Costs minus the AP
Contribution, City utility connection fees, City reviews and inspections, and legal expenses related
to those improvements. To be Kettlestone Qualified Costs, they must be incurred by the
Kettlestone Developer or the Property Owner with respect to those Infrastructure Improvements
that are dedicated to and accepted by the City, as verified by the City pursuant to the terms of
Section 3.2(c). Kettlestone Developer Qualified Costs expressly do NOT include any costs
certified by AP Developer as AP Developer Qualified Costs.
Kettlestone Development Property means that portion of the Development Property
described in Exhibit A owned by Kettlestone Developer.
Kettlestone Lakes District One Urban Renewal Area Tax Increment Revenue Fund means
the special fund of the City created under the authority of Section 403.19(2) of the Code and the
Ordinance, which fund was created in order to pay the principal of and interest on loans, monies
advanced to or indebtedness, whether funded, refunded, assumed, or otherwise, including bonds
or other obligations issued under the authority of Chapters 15A, 403, or 384 of the Code, incurred
by the City to finance or refinance in whole or in part projects undertaken pursuant to the Urban
Renewal Plan for the Urban Renewal Area.
Kettlestone Lakes, LLC TIF Account means a separate account within the Kettlestone
Lakes District One Urban Renewal Area Tax Increment Revenue Fund of the City in which there
shall be deposited Tax Increments received by the City with respect to the JJ Property and
Kettlestone Development Property.
Kettlestone Minimum Improvements means the commercial improvements which
Kettlestone Developer will cause to be constructed on the Kettlestone Development Property, as
further described in Exhibit B.
Kettlestone Tax Increments means the property tax revenues derived from the JJ Property
and the Kettlestone Development Property divided and made available to the City for deposit in
the Kettlestone Lakes, LLC TIF Account of the Kettlestone Lakes District One Urban Renewal
Area Tax Increment Revenue Fund under the provisions of Section 403.19 of the Code and the
Ordinance.
Minimum Improvements means the construction of the AP Minimum Improvements, the
Kettlestone Minimum Improvements, and the Infrastructure Improvements on the Development
Property, as more particularly described in Exhibits B and B-1 to this Agreement.
Mortgage means any mortgage or security agreement in which one or more of the
Developers has granted a mortgage or other security interest in the Development Property, or any
portion or parcel thereof, or any improvements constructed thereon.
Ordinance means the Ordinance of the City under which the taxes levied on the taxable
property in the Urban Renewal Area shall be divided and a portion paid into the Kettlestone Lakes
District One Urban Renewal Area Tax Increment Revenue Fund pursuant Section 403.19 of the
Code.
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State means the State of Iowa.
Tax Increments means the AP Tax Increments and the Kettlestone Tax Increments.
Termination Date means the date this Agreement terminates, as established in Section 9.9
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 acts of God, storms,
floods, fires, explosions, or other casualty losses, unusual weather conditions, strikes, boycotts,
lockouts, or other labor disputes, delays in transportation or lack of availability of raw materials
or energy, delivery of material or equipment, litigation commenced by third parties, epidemic,
pandemic, quarantine, riots, civil unrest, imposition of civil authority by any federal, State or local
government or the acts or omissions of any federal, State, or local governmental unit (other than
acts of the City, with respect to a City-claimed delay). Notwithstanding the foregoing, each party
acknowledges and agrees that it is entering into this Agreement and committing to perform its
respective obligations with an awareness of the effects of the COVID-19 outbreak, as of the date
of execution of the Agreement, the continuation of which, alone, the parties agree will not be
deemed an Unreasonable Delay absent changes in circumstances or occurrence of events, as of the
date hereof, beyond the parties’ reasonable control which would independently meet the definition
of an Unavoidable Delay. Kettlestone Developer, AP Developer, and the City shall cooperate in
good faith to mutually agree on the days lost as a result of Unavoidable Delays.
Urban Renewal Area means the area known as the Kettlestone Lakes District One Urban
Renewal Area.
Urban Renewal Plan means the Kettlestone Lakes District One Urban Renewal Plan, as
may be amended, approved in respect of the Kettlestone Lakes District One Urban Renewal Area,
described in the preambles hereof.
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 political subdivision 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.
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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 Kettlestone Developer. Kettlestone
Developer makes the following representations and warranties:
a. Kettlestone Lakes, LLC is an Iowa limited liability company duly organized and
validly existing under the laws of 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
Kettlestone Developer and, assuming due authorization, execution, and delivery by the City and
AP Developer, is in full force and effect and is a valid and legally binding instrument of Kettlestone
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
conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a
violation or breach of, the terms, conditions, or provisions of the governing documents of
Kettlestone Developer or of any contractual restriction, evidence of indebtedness, agreement, or
instrument of whatever nature to which Kettlestone 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, to Kettlestone Developer’s
actual knowledge, threatened against or affecting Kettlestone 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 or operations of Kettlestone Developer or which in any manner raises
any questions affecting the validity of the Agreement or Kettlestone Developer’s ability to perform
its obligations under this Agreement.
e. Kettlestone Developer shall cause the Kettlestone Minimum Improvements and
Infrastructure Improvements to be constructed on the Development Property in accordance with
the terms of this Agreement, the Urban Renewal Plan and all applicable local, State, and federal
laws and regulations.
f. Kettlestone Developer shall 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
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obtained or met before the Kettlestone Minimum Improvements and Infrastructure Improvements
may be lawfully constructed.
g. Kettlestone Developer has not received any notice from any local, State, or federal
official that the activities of Kettlestone 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). Kettlestone 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 Kettlestone 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.
h. Kettlestone Developer has firm commitments for financing in an amount sufficient,
together with equity commitments (including the AP Contribution), to successfully cause the
completion of the Infrastructure Improvements.
i. Kettlestone 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.
j. Kettlestone Developer expects that, barring Unavoidable Delays, construction of
the Infrastructure Improvements shall be complete on or before December 31, 2025.
k. Kettlestone Developer expects that construction of the Infrastructure Improvements
will require a total investment of approximately $10,000,000.
l. Kettlestone Developer would not undertake its obligations under this Agreement
without the potential for payment by the City of the Economic Development Grants being made
to Kettlestone Developer pursuant to this Agreement.
Section 2.3. Representations and Warranties of AP Developer. AP Developer makes the
following representations and warranties:
a. AP GPP, L.C. is an Iowa limited liability company duly organized and validly
existing under the laws of 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
AP Developer and, assuming due authorization, execution, and delivery by the City and
Kettlestone Developer, is in full force and effect and is a valid and legally binding instrument of
AP 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.
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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
conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a
violation or breach of, the terms, conditions, or provisions of the governing documents of AP
Developer or of any contractual restriction, evidence of indebtedness, agreement, or instrument of
whatever nature to which AP 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, to AP Developer’s actual
knowledge, threatened against or affecting AP 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 or operations of AP Developer or which in any manner raises any questions
affecting the validity of the Agreement or AP Developer’s ability to perform its obligations under
this Agreement.
e. AP Developer shall cause the AP Minimum Improvements to be constructed on
the Development Property in accordance with the terms of this Agreement, the Urban Renewal
Plan and all applicable local, State, and federal laws and regulations.
f. AP Developer shall 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 AP Minimum Improvements may be lawfully constructed.
g. AP Developer has not received any notice from any local, State, or federal official
that the activities of AP 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). AP 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 AP 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.
h. AP Developer has firm commitments for financing in an amount sufficient, together
with equity commitments, to make the AP Contribution.
i. AP 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.
j. AP Developer would not undertake its obligations under this Agreement without
the potential for payment by the City of the Economic Development Grants being made to AP
Developer pursuant to this Agreement.
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ARTICLE III. CONSTRUCTION OF MINIMUM IMPROVEMENTS
Section 3.1. Construction of Minimum Improvements. Developers agrees that they will
cause the Minimum Improvements to be constructed on the Development Property in conformance
with all applicable federal, State, and local laws, ordinances, and regulations, including any City
permit and/or building requirements. All work with respect to the Minimum Improvements shall
be in conformity with the Kettlestone Design Guidelines and any plans approved and/or permits
issued by the building official(s) of the City, which approvals and issuances shall be made
according to normal City processes for such plans and permits. Developers agree that the scope
and scale of the Minimum Improvements shall not be significantly less than the scope and scale
as described in this Agreement. Developers agree that they shall permit designated representatives
of the City, upon reasonable notice to the Developers (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 3.2. Completion and Dedication of Infrastructure Improvements.
a. Subject to Unavoidable Delays, Kettlestone Developer shall cause construction of
the Infrastructure Improvements to be undertaken and completed by the date set forth in Section
2.2(j), or 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.
b. Upon notice of completion of the Infrastructure Improvements, Kettlestone
Developer shall notify the City of such completion and the City shall inspect the Infrastructure
Improvements. If (i) the Infrastructure Improvements have been completed in accordance with this
Agreement and all applicable federal, State, and local laws and regulations, including all City
ordinances and land use requirements, and (ii) the City is in receipt of copies of the maintenance
bonds required by Section 3.3 for such improvements, then the Kettlestone Developer shall
dedicate and/or cause Property Owner to dedicate, and the City shall accept dedication, of the
conforming Infrastructure Improvements and any associated right of way.
c. Kettlestone Developer shall certify to the City the amount of those expenses which
are Kettlestone Developer Qualified Costs for the Infrastructure Improvements dedicated to and
accepted by the City, and that such amounts are true and correct, which certification shall be in the
form of Exhibit D-1. Along with the certification, Kettlestone Developer shall attach invoices for
and other documentation showing substantiation of Kettlestone Developer Qualified Costs
incurred for construction of the Infrastructure Improvements. The City shall review Kettlestone
Developer’s certification to verify the submitted costs and expenses as Kettlestone Developer
Qualified Costs.
d. AP Developer shall certify to the City the amount of those expenses which are AP
Developer Qualified Costs for the Infrastructure Improvements dedicated to and accepted by the
City, and that such amounts are true and correct, which certification shall be in the form of Exhibit
D-2. Along with the certification, AP Developer shall attach invoices for and other documentation
showing substantiation of AP Developer Qualified Costs incurred for construction of the
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Infrastructure Improvements. The City shall review AP Developer’s certification to verify the
submitted costs and expenses as AP Developer Qualified Costs.
e. Subject to Unavoidable Delays, Kettlestone Developer shall submit its Exhibit D-
1 certification of costs to the City and AP Developer shall submit its Exhibit D -2 certification of
costs to the City by not later than March 30, 2026. Subject to Unavoidable Delays, either
Developer’s failure to submit its respective certification of costs in the form approved by the City
by March 30, 2026 shall result in the immediate termination of this Agreement, notwithstanding
the Termination Date in Section 9.9. Time lost as a result of Unavoidable Delays shall be added to
extend these dates by a number of days equal to the number of days lost as a result of Unavoidable
Delays.
f. Developers recognize and agree, with respect to any portion of the Infrastructure
Improvements which is dedicated to the City and the City accepts, the Infrastructure Improvements
thereafter shall be owned by the City and that Developers shall not retain any special legal
entitlements or other rights not held by members of the general public with respect to ownership,
sufficiency for any particular purpose, or use of the Infrastructure Improvements.
Section 3.3. Bonding Requirements. Kettlestone Developer shall obtain, or require
Property Owner or each of their respective general contractors to obtain, one or more bonds that
guarantee the faithful performance of the construction of, in the aggregate, the anticipated full
value of the completed Infrastructure Improvements and that further guarantee the prompt payment
of all materials and labor. The performance bond(s) for the Infrastructure Improvements shall
remain in effect until construction of such improvements are completed, at which time a four-year
maintenance bond shall be substituted for each performance bond. The bonds shall clearly specify
the City as an obligee.
Section 3.4. Completion of Commercial Improvements.
a. Subject to Unavoidable Delays, as part of the Minimum Improvements, Kettlestone
Developer shall cause construction of the Kettlestone Minimum Improvements to be undertaken
and completed on the Kettlestone Development Property by March 31, 2029. 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.
b. Subject to Unavoidable Delays, as part of the Minimum Improvements, AP
Developer shall cause construction of the AP Minimum Improvements to be undertaken and
completed on the AP Development Property by March 31, 2029. Time lost as a result of
Unavoidable Delays shall be added to extend this date by a number of days equal to the number
of days lost as a result of Unavoidable Delays.
Section 3.5. Real Property Taxes. Developers or their 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 acquired and owned by them and pursuant to the provisions of this
Agreement. Until Developers’ Obligations have been assumed by any other person or legal title
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to the property is vested in another person, all pursuant to the provisions of this Agreement,
Developers shall be solely responsible for all assessments and taxes.
Developers and their successors 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.
c. Notwithstanding anything in this Agreement to the contrary, the Developers and
their successors retain the right to appeal the assessed value of the Minimum Improvements and
the Development Property pursuant to the appeal process generally available to property owners.
Section 3.6. Insurance. Through the Termination Date, Developers shall maintain all
statutorily required insurance and any additional insurance customarily carried by like enterprises
engaged in like activities of comparable size and liability exposure in the State.
ARTICLE IV. COVENANTS OF THE DEVELOPERS
Section 4.1. Maintenance of Properties. Developers will maintain, preserve, and keep
any portion of the Development Property they own 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. Developers’ obligation under this Section 4.1 shall cease to apply to those
portions of the Development Property that are conveyed to third parties.
Section 4.2. Maintenance of Records. Developers will keep at all times proper books of
record and account in which full, true, and correct entries will be made of all dealings and
transactions of or in relation to its business and affairs relating to this Agreement in accordance
with generally accepted accounting principles, consistently applied throughout the period
involved, and the Developers will provide reasonable protection against loss or damage to such
books of record and account.
Section 4.3. Compliance with Laws. Developers will comply with all applicable State,
federal, and local laws, rules, and regulations relating to the Developers’ Obligations hereunder.
Section 4.4. Non-Discrimination. In the construction and operation of the Minimum
Improvements, the Developers shall not discriminate against any applicant, employee, or tenant
because of age, color, creed, national origin, race, religion, marital status, sex, physical disability,
or familial status. Developers shall ensure that applicants, employees, and tenants are considered
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and are treated without regard to their age, color, creed, national origin, race, religion, marital
status, sex, physical disability, or familial status.
Section 4.5. Available Information. Upon request, Developers shall promptly provide
the City with copies of information requested by City that are related to this Agreement and the
Developers’ Obligations so that City can determine compliance with the Agreement.
Section 4.6. No Abatement. Developer and its successors agree that any improvements
constructed on the Development Property are not eligible for tax abatement under Iowa Code
Chapter 404 or any other State, federal or local law, and this restriction shall be documented in the
Memorandum of Agreement to be recorded pursuant to Section 9.3 of this Agreement. If the
Developer continues to own any portion of the Development Property and the Memorandum of
Agreement is released for any reason prior to the Termination Date, then this abatement restriction
shall be included in any subsequently recorded restrictive covenants, deed, or purchase contract
for any portion of the Development Property transferred through the Termination Date.
Section 4.7. Employment/Operation. Developers are causing the construction of the
Kettlestone Minimum Improvements and AP Minimum Improvements with the anticipation that
they will be occupied by commercial enterprises that will be employing individuals therein at least
until the Termination Date of this Agreement, and Developers shall use commercially reasonable
efforts to attract such enterprises to locate in the Minimum Improvements.
ARTICLE V. INDEMNIFICATION
Section 5.1. Release and Indemnification Covenants.
a. Developers release the Indemnified Parties from, covenant, and agree that the
Indemnified Parties shall not be liable for, and agree 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 Development Property or the Minimum
Improvements (excepting any portion of the Infrastructure Improvements for which a maintenance
bond has been issued and the City has accepted dedication).
b. Except for any misrepresentation, negligence, or any misconduct or unlawful act of
the Indemnified Parties, Developers agree to protect and defend the Indemnified Parties, now or
forever, and further agree 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 the Developers 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 (excepting any portion of the Infrastructure Improvements for which a maintenance
bond has been issued and the City has accepted dedication), or (iii) any hazardous substance or
environmental contamination located in or on the Development Property prior to the conveyance
of any part of the Development Property to a buyer or dedication to and acceptance by the City.
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c. The Indemnified Parties shall not be liable for any damage or injury to the persons
or property of the Developers, or its officers, agents, servants, or employees or any other person
who may be about the Development Property or Minimum Improvements (excepting any portion
of the Infrastructure Improvements for which a maintenance bond has been issued and the City
has accepted dedication) 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 V shall survive the termination of this Agreement.
ARTICLE VI. ASSIGNMENT AND TRANSFER
Section 6.1. Status of the Developers; Transfer of Substantially All Assets; Assignment.
As security for the obligations of the Developers under this Agreement, the Developers represent
and agree that, prior to the Termination Date, the Developers will not dispose of all or substantially
all of their respective assets or transfer, convey, or assign their respective interests in this
Agreement to any other party unless (i) the transferee limited liability company, partnership,
corporation, or individual assumes in writing all of the obligations of the respective Developer
under this Agreement in its entirety, and (ii) the City consents thereto in writing in advance thereof,
which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the
foregoing, the City agrees Kettlestone Developer may assign its interest in the Kettlestone
Economic Development Grants under this Agreement to a lender as security for financing of the
Infrastructure Improvements, provided Kettlestone Developer remains responsible for
performance of all Kettlestone Developer’s obligations hereunder and Kettlestone Developer
provides the City with written notice of the assignment within thirty (30) days of its execution.
Section 6.2. Prohibition Against Use as Non-Taxable or Centrally-Assessed Property.
During the term of this Agreement, Developers agree that no portion of the Development Property
or Minimum Improvements shall be transferred or sold to a non-profit entity or used for a purpose
that would exempt said portion of the Development Property from property tax liability.
Notwithstanding the prior sentence, Developers may convey portions of the Development Property
to the City to be used by the City for public infrastructure, parks, trails, or other public purposes.
During the term of this Agreement, Developers agree not to allow any portion of the Development
Property or Minimum Improvements to 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 VII. ECONOMIC DEVELOPMENT GRANTS
Section 7.1. Kettlestone Economic Development Grants. For and in consideration of the
obligations being assumed by Kettlestone 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 Kettlestone Developer being and remaining in compliance with
this Agreement at the time of each payment, to make up to twelve (12) consecutive annual
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payments of Economic Development Grants to Kettlestone Developer (the “Kettlestone Economic
Development Grants”) under the following terms and conditions.
a. Schedule. Assuming the Infrastructure Improvements are completed by December
31, 2025 and the Kettlestone Minimum Improvements are completed by March 31, 2029, the
Kettlestone Economic Development Grants shall commence on June 1, 20 29, and end on June 1,
2040, under the following schedule:
Date Amount of Kettlestone Economic Development Grants
June 1, 2029 50% of Kettlestone Tax Increments for the Fiscal Year 2028-29
June 1, 2030 50% of Kettlestone Tax Increments for the Fiscal Year 2029-30
June 1, 2031 50% of Kettlestone Tax Increments for the Fiscal Year 2030-31
June 1, 2032 50% of Kettlestone Tax Increments for the Fiscal Year 2031-32
June 1, 2033 50% of Kettlestone Tax Increments for the Fiscal Year 2032-33
June 1, 2034 50% of Kettlestone Tax Increments for the Fiscal Year 2033-34
June 1, 2035 50% of Kettlestone Tax Increments for the Fiscal Year 2034-35
June 1, 2036 50% of Kettlestone Tax Increments for the Fiscal Year 2035-36
June 1, 2037 50% of Kettlestone Tax Increments for the Fiscal Year 2036-37
June 1, 2038 50% of Kettlestone Tax Increments for the Fiscal Year 2037-38
June 1, 2039 50% of Kettlestone Tax Increments for the Fiscal Year 2038-39
June 1, 2040 50% of Kettlestone Tax Increments for the Fiscal Year 2039-40
b. Maximum Amount of Grants to Kettlestone Developer. The aggregate amount of
the Kettlestone Economic Development Grants that may be paid to Kettlestone Developer under
Section 7.1 of this Agreement shall be equal to the sum of the total amount of the applicable
percentages of Kettlestone Tax Increments, but in no event shall the aggregate amount of such
Kettlestone Economic Development Grants exceed the lesser of: (i) the Kettlestone Developer
Qualified Costs minus the AP Contribution; or (ii) $7,850,000 (the “Kettlestone Maximum Grant
Amount”). 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 7.1, even if the aggregate amount
is less than maximum amount stated herein.
c. Calculation of Grants. Each annual payment shall be equal to the above
percentages of the Kettlestone Tax Increments collected by the City with respect to the assessed
value of the Kettlestone Development Property and JJ Property under the terms of the Ordinance
and deposited into the Kettlestone Lakes, L.L.C. TIF Account (without regard to any averaging
that may otherwise be utilized under Section 403.19 and excluding any interest that may accrue
thereon prior to payment to Developer) during the preceding twelve-month period, but subject to
limitation and adjustment as provided in this Article (such payments being referred to collectively
as the “Kettlestone Economic Development Grants”). For the avoidance of doubt, the first
Kettlestone Economic Development Grant will be based upon the incremental assessed value on
the Kettlestone Development Property and JJ Property as of January 1, 2027, which value may not
include the full value of the Kettlestone Minimum Improvements if those improvements are not
completed and fully assessed by January 1, 2027.
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d. Conditions Precedent. Notwithstanding the provisions of Section 7.1 above, the
obligation of the City to make a Kettlestone Economic Development Grant in any year shall be
subject to and conditioned upon the following:
i. The timely completion and dedication of the Infrastructure Improvements;
ii. Kettlestone Developer’s timely completion of the Kettlestone Minimum
Improvements;
iii. Kettlestone Developer being and remaining in compliance with the terms of
this Agreement at the time of payment.
Under no circumstances shall the failure by Kettlestone Developer to qualify for a Kettlestone
Economic Development Grant in any year serve to extend the term of this Agreement beyond the
Termination Date or the years during which Kettlestone Economic Development Grants may be
awarded to Kettlestone Developer or the total amount thereof, it being the intent of parties hereto
to provide Kettlestone Developer with an opportunity to receive Kettlestone Economic
Development Grants only if Kettlestone Developer fully complies with the provisions hereof and
Kettlestone Developer becomes entitled thereto, up to the maximum aggregate amount set forth in
Section 7.1(b).
Section 7.2. AP Economic Development Grants. For and in consideration of the
obligations being assumed by AP 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 AP Developer being and remaining in compliance with this Agreement
at the time of each payment, to make up to twelve (12) consecutive annual payments of Economic
Development Grants to AP Developer (the “AP Economic Development Grants”) under the
following terms and conditions.
a. Schedule. Assuming the Infrastructure Improvements are completed by December
31, 2025 and the AP Minimum Improvements are completed by March 31, 2029, the AP Economic
Development Grants shall commence on June 1, 2029, and end on June 1, 2040, under the
following schedule:
Date Amount of AP Economic Development Grants
June 1, 2029 50% of AP Tax Increments for the Fiscal Year 2028-29
June 1, 2030 50% of AP Tax Increments for the Fiscal Year 2029-30
June 1, 2031 50% of AP Tax Increments for the Fiscal Year 2030-31
June 1, 2032 50% of AP Tax Increments for the Fiscal Year 2031-32
June 1, 2033 50% of AP Tax Increments for the Fiscal Year 2032-33
June 1, 2034 50% of AP Tax Increments for the Fiscal Year 2033-34
June 1, 2035 50% of AP Tax Increments for the Fiscal Year 2034-35
June 1, 2036 50% of AP Tax Increments for the Fiscal Year 2035-36
June 1, 2037 50% of AP Tax Increments for the Fiscal Year 2036-37
June 1, 2038 50% of AP Tax Increments for the Fiscal Year 2037-38
June 1, 2039 50% of AP Tax Increments for the Fiscal Year 2038-39
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June 1, 2040 50% of AP Tax Increments for the Fiscal Year 2039-40
b. Maximum Amount of Grants to AP Developer. The aggregate amount of the AP
Economic Development Grants that may be paid to AP Developer under Section 7.2 of this
Agreement shall be equal to the sum of the total amount of the applicable percentages of AP Tax
Increments collected in respect of the assessments imposed on the AP Development Property, but
in no event shall the aggregate amount of such AP Economic Development Grants exceed the
lesser of: (i) the AP Developer Qualified Costs plus the AP Contribution; or (ii) $2,150,000 (“AP
Maximum Grant Amount”). It is further agreed and understood that in no event shall AP Developer
be entitled to receive more than calculated under the formula set forth in this Section 7.2, even if
the aggregate amount is less than maximum amount stated herein.
c. Calculation of Grants. Each annual payment shall be equal to the above
percentages of the AP Tax Increments collected by the City with respect to the assessed value of
the AP Development Property under the terms of the Ordinance and deposited into the AP GGP,
L.C. TIF Account (without regard to any averaging that may otherwise be utilized under Section
403.19 and excluding any interest that may accrue thereon prior to payment to Developer) during
the preceding twelve-month period, but subject to limitation and adjustment as provided in this
Article (such payments being referred to collectively as the “AP Economic Development Grants”).
For the avoidance of doubt, the first AP Economic Development Grant will be based upon the
incremental assessed value on the AP Development Property as of January 1, 2027, which value
may not include the full value of the AP Minimum Improvements if those improvements are not
completed and fully assessed by January 1, 2027.
d. Conditions Precedent. Notwithstanding the provisions of Section 7.2 above, the
obligation of the City to make an AP Economic Development Grant in any year shall be subject to
and conditioned upon the following:
i. The timely completion and dedication of the Infrastructure Improvements;
ii. AP Developer’s timely completion of the AP Minimum Improvements;
iii. AP Developer being and remaining in compliance with the terms of this
Agreement at the time of payment.
Under no circumstances shall the failure by AP Developer to qualify for a AP Economic
Development Grant in any year serve to extend the term of this Agreement beyond the Termination
Date or the years during which AP Economic Development Grants may be awarded to AP
Developer or the total amount thereof, it being the intent of parties hereto to provide AP Developer
with an opportunity to receive AP Economic Development Grants only if AP Developer fully
complies with the provisions hereof and AP Developer becomes entitled thereto, up to the
maximum aggregate amount set forth in Section 7.2(b).
Section 7.3. Excess AP Tax Increment. Notwithstanding anything to the contrary herein,
if, prior to the Termination Date, AP Developer has received AP Economic Development Grants
equal to the AP Maximum Grant Amount but Kettlestone Developer has not yet received
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Kettlestone Economic Development Grants equal to the Kettlestone Maximum Grant Amount,
then for all purposes under this Agreement, AP Tax Increments shall be treated as Kettlestone Tax
Increments. Specifically, under such circumstances, 50% of the available AP Tax In crements shall
be deposited into the Kettlestone Lakes, L.L.C. TIF Account and paid to Kettlestone Developer as
Kettlestone Economic Development Grants, subject to the terms and conditions of this Article VII.
Nothing in this Section 7.3 shall be interpreted as extending the schedule of the Kettlestone
Economic Development Grants or delaying the Termination Date.
Section 7.4. Limitations on Economic Development Grants.
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 that are received by the City from the Dallas County Treasur er. 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 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 shall not
be included in the calculation to determine the amount of Economic Development Grants for which
Developers are eligible, and any monies received back under chapter 426C relating to the Business
Property Tax Credit shall not be included in the calculation to determine the amount of Economic
Development Grants for which Developers are eligible.
b. Notwithstanding anything to the contrary in this Agreement, each Economic
Development Grant is subject to annual appropriation by the City Council. 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 enforcement of the said provision shall be suspended,
and the Agreement shall at all times be construed and applied in such a manner as will preserve
the foregoing intent of the parties, and no Event of Default by the City shall be deemed to have
occurred as a result thereof. If any provision of this Agreement or the application thereof to any
circumstance is so suspended, the suspension shall not affect other provisions of this Agreement
which can be given effect without the suspended provision. To this end the provisions of this
Agreement are severable.
c. Notwithstanding the provisions of Sections 7.1 and 7.2 hereof, the City shall have
no obligation to make an Economic Development Grant to either Developer if at any time during
the term hereof the City fails to appropriate funds; the City can no longer receive Tax Increments
from the Development Property; or the City receives an opinion from a court of competent
jurisdiction to the effect that the use of Tax Increments to fund an Economic Development Grant
is not authorized or otherwise an appropriate urban renewal activity permitted to be undertaken by
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the City under the Urban Renewal Act or other applicable provisions of the Code, as then
constituted. Upon such circumstance, the City shall promptly forward a notice of the same to the
Developers. If the circumstances or legal constraints continue for a period during which two (2)
Economic Development Grants would otherwise have been paid to either Developer, the City may
terminate this Agreement, without penalty or other liability to the Developers, by written notice to
the Developers.
d. The City makes no representation with respect to the amounts that may finally be
paid to Developers as the Economic Development Grants, and under no circumstances shall the
City in any manner be liable to the Developers so long as the City timely applies the Tax
Increments actually collected (regardless of the amounts thereof) to the payment of the Economic
Development Grants, as and to the extent described in this Article.
Section 7.5. Use of Other Tax Increments. Subject to the terms of this Article, the City
shall be free to use any and all available Tax Increments in excess of the stated percentages or
maximums or 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, and the City shall have no obligations to the Developers with respect to
the use thereof.
ARTICLE VIII. DEFAULT AND REMEDIES
Section 8.1. Failure to Timely Complete and Dedicate Infrastructure Improvements.
Failure by Developers to cause the Infrastructure Improvements to be timely completed and
dedicated to the City shall be an “Event of Default” pursuant to which the City may terminate this
Agreement in its entirety by providing a written notice to the Developers.
Section 8.2. Events of Default by Kettlestone Developer Defined. The following shall
be “Events of Default” under this Agreement with respect to Kettlestone Developer and the term
“Event of Default” shall mean, whenever it is used in this Agreement, any one or more of the
following events:
a. Failure by Kettlestone Developer to cause the construction of the Kettlestone
Minimum Improvements to be commenced and completed pursuant to the terms, conditions, and
limitations of this Agreement;
b. Transfer of any interest in this Agreement by Kettlestone Developer in violation of
the provisions of this Agreement;
c. Failure by Kettlestone Developer to substantially observe or perform any covenant,
condition, obligation, or agreement on its part to be observed or performed under this Agreement;
d. The holder of any Mortgage on the Kettlestone Property or JJ Property, or any
improvements thereon, or any portion thereof, commences foreclosure proceedings as a result of
any default under the applicable Mortgage documents;
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e. The Kettlestone Developer shall:
i. file 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. make an assignment for the benefit of their creditors; or
iii. admit in writing its inability to pay its debts generally as they become due;
or
iv. be adjudicated bankrupt or insolvent; or if a petition or answer proposing
the adjudication of Kettlestone Developer as 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 Kettlestone Developer or the Kettlestone Development
Property, or part thereof, shall be appointed in any proceedings brought against Kettlestone
Developer, and shall not be discharged within ninety (90) days after such appointment, or if
Kettlestone Developer shall consent to or acquiesce in such appointment; or
f. Any representation or warranty made by Kettlestone Developer in this Agreement,
or made by Kettlestone Developer in any written statement or certification furnished by
Kettlestone 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 8.3. Remedies on Default by Kettlestone Developer. Whenever any Event of
Default referred to in Section 8.2 of this Agreement occurs and is continuing, the City, as specified
below, may take any one or more of the following actions after (except in the case of an Event of
Default under subsections 8.2(d-f) which do not require a notice or cure period) the giving of thirty
(30) days’ written notice by the City to Kettlestone Developer of the Event of Default, but only if
the Event of Default has not been cured within said thirty (30) days, or if the Event of Default
cannot reasonably be cured within thirty (30) days and Kettlestone 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 shall have no obligation thereafter to make any Kettlestone Economic
Development Grant payments to Kettlestone Developer; and
b. 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 Kettlestone Developer under this Agreement.
Section 8.4. Events of Default by AP Developer Defined. The following shall be
“Events of Default” under this Agreement with respect to AP Developer and the term “Event of
Default” shall mean, whenever it is used in this Agreement, any one or more of the following
events:
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a. Failure by AP Developer to cause the construction of the AP Minimum
Improvements to be commenced and completed pursuant to the terms, conditions, and limitations
of this Agreement;
b. Transfer of any interest in this Agreement by AP Developer in violation of the
provisions of this Agreement;
c. Failure by AP Developer to substantially observe or perform any covenant,
condition, obligation, or agreement on its part to be observed or performed under this Agreement;
d. The holder of any Mortgage on the AP Property, or any improvements thereon, or
any portion thereof, commences foreclosure proceedings as a result of any default under the
applicable Mortgage documents;
e. The AP Developer shall:
i. file 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. make an assignment for the benefit of their creditors; or
iii. admit in writing its inability to pay its debts generally as they become due;
or
iv. be adjudicated bankrupt or insolvent; or if a petition or answer proposing
the adjudication of AP Developer as 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 AP Developer or the AP Development Property, or part
thereof, shall be appointed in any proceedings brought against AP Developer, and shall not be
discharged within ninety (90) days after such appointment, or if AP Developer shall consent to or
acquiesce in such appointment; or
f. Any representation or warranty made by AP Developer in this Agreement, or made
by AP Developer in any written statement or certification furnished by AP 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 8.5. Remedies on Default by AP Developer. Whenever any Event of Default
referred to in Section 8.4 of this Agreement occurs and is continuing, the City, as specified below,
may take any one or more of the following actions after (except in the case of an Event of Default
under subsections 8.4(d-f) which do not require a notice or cure period) the giving of thirty (30)
days’ written notice by the City to AP Developer of the Event of Default, but only if the Event of
Default has not been cured within said thirty (30) days, or if the Event of Default cannot reasonably
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be cured within thirty (30) days and AP 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 shall have no obligation thereafter to make any payments to AP Developer
in respect of the AP Economic Development Grants; and
b. 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 AP Developer under this Agreement.
Section 8.6. 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 8.7. 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 8.8. Agreement to Pay Attorneys’ Fees and Expenses. Whenever any Event of
Default occurs and the City shall employ attorneys or incur 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 the Developers herein contained, the Developers agree that
the defaulting party 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 IX. MISCELLANEOUS
Section 9.1. Conflict of Interest. Developers represent and warrant that, to their best
knowledge and belief after due inquiry, 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 subject matter of this Agreement 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 subject matter of this
Agreement, 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 subject matter
of this Agreement, or in any activity, or benefit therefrom, which is part of the subject matter of
this Agreement at any time during or after such person’s tenure.
Section 9.2. 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 the Kettlestone Developer, is addressed to or delivered personally to
Kettlestone Lakes, LLC at 9550 Hickman Rd Suite, 100 Clive IA, 50323, Attn:
William B. Spencer, Manager; and
b. In the case of the AP Developer, is addressed to or delivered personally to AP GPP,
L.C. at 5000 Westown Parkway, Suite 400, West Des Moines, IA 50266; Attn:
Gerard D. Neugent, Manager; and
c. In the case of the City, is addressed to or delivered personally to the City of Waukee
at 230 W. Hickman Road, Waukee, IA 50263; Attn: City Administrator;
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. Such notice shall be deemed delivered
upon placing it in the mail or perfecting personal delivery as set forth herein.
Section 9.3. 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 the costs of recording.
Section 9.4. 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 9.5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 9.6. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State.
Section 9.7. Entire Agreement. This Agreement and the exhibits hereto reflect the entire
agreement between 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 9.8. 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 successors and assigns.
Section 9.9. Termination Date. This Agreement shall terminate and be of no further
force or effect on and after December 31, 2040, unless the Agreement is terminated earlier by the
other terms of this Agreement.
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Section 9.10. 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 landowner, contractor, subcontractor, material supplier, or any
other person or entity shall be deemed to be a third-party beneficiary of any of the provisions
contained in this Agreement.
IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its
name and behalf by its Mayor and its seal to be hereunto duly affixed and attested by its City Clerk,
and each of the Developers has caused this Agreement to be duly executed in its name and on its
behalf all on or as of the day first above written.
[Remainder of this page intentionally left blank. Signature pages to 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 Agreement for Private Development – City of Waukee, Iowa]
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KETTLESTONE LAKES, LLC,
an Iowa limited liability company
By: ______________________________
William B. Spencer, Manager
STATE OF IOWA )
) SS
COUNTY OF ___________ )
This record was acknowledged before me on __________________, 2025 by William B.
Spencer, as Manager of Kettlestone Lakes, LLC, an Iowa limited liability company.
___________________________________
Notary Public in and for the State of Iowa
[Signature page to Agreement for Private Development – Kettlestone Lakes, LLC]
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Execution Version
AP GPP, L.C.,
an Iowa limited liability company
By: ______________________________
Gerard D. Neugent, Manager
STATE OF IOWA )
) SS
COUNTY OF ___________ )
This record was acknowledged before me on _________________, 2025 by Gerard D.
Neugent, as Manager of AP GPP, L.C., an Iowa limited liability company.
___________________________________
Notary Public in and for the State of Iowa
[Signature page to Agreement for Private Development – AP GPP, L.C.]
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Execution Version
EXHIBIT A
DEVELOPMENT PROPERTY
The Development Property consists of the Kettlestone Development Property, the AP
Development Property, and the JJ Property, all as more particularly described below.
The Kettlestone Development Property is described as consisting of:
A PART OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER AND A PART
OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER AND A PART OF THE
NORTHEAST QUARTER OF THE NORTHWEST QUARTER, ALL BEING IN SECTION 9,
TOWNSHIP 78 NORTH, RANGE 26 WEST OF THE FIFTH PRINCIPAL MERIDIAN IN THE
CITY OF WAUKEE, DALLAS COUNTY, IOWA AND MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF PARCEL 24-84 AS SHOWN ON THE
PLAT OF SURVEY RECORDED IN DOCUMENT NUMBER 2024-14513; THENCE SOUTH
06°01'07" EAST ALONG THE WESTERLY LINE OF SAID PARCEL 24-84, A DISTANCE OF
382.45 FEET; THENCE SOUTHERLY ALONG SAID WESTERLY LINE AND A CURVE
CONCAVE EASTERLY WHOSE RADIUS IS 850.00 FEET, WHOSE ARC LENGTH IS 343.38
FEET AND WHOSE CHORD BEARS SOUTH 17°35'30" EAST, 341.05 FEET; THENCE
SOUTHERLY ALONG SAID WESTERLY LINE AND A CURVE CONCAVE WESTERLY
WHOSE RADIUS IS 850.00 FEET, WHOSE ARC LENGTH IS 305.67 FEET AND WHOSE
CHORD BEARS SOUTH 18°51'46" EAST, 304.02 FEET; THENCE SOUTH 08°33'39" EAST
ALONG SAID WESTERLY LINE, 271.04 FEET; THENCE SOUTHERLY ALONG SAID
WESTERLY LINE AND A CURVE CONCAVE WESTERLY WHOSE RADIUS IS 250.00
FEET, WHOSE ARC LENGTH IS 111.72 FEET AND WHOSE CHORD BEARS SOUTH
04°14'29" WEST, 110.79 FEET; THENCE SOUTH 17°02'36" WEST ALONG SAID
WESTERLY LINE, 12.61 FEET TO THE SOUTHWEST CORNER OF SAID PARCEL 24-84;
THENCE SOUTH 68°51'02" EAST ALONG THE SOUTHERLY LINE OF SAID PARCEL 24-
84, A DISTANCE OF 9.10 FEET; THENCE EASTERLY ALONG SAID SOUTHERLY LINE
AND A CURVE CONCAVE NORTHERLY WHOSE RADIUS IS 250.00 FEET, WHOSE ARC
LENGTH IS 124.96 FEET AND WHOSE CHORD BEARS SOUTH 83°10'11" EAST, 123.66
FEET TO THE WEST LINE OF PARCEL 20-65 AS SHOWN ON THE PLAT OF SURVEY
RECORDED IN BOOK 2021, PAGE 6683; THENCE SOUTH 00°43'49" EAST ALONG SAID
WESTERLY LINE, 17.36 FEET; THENCE SOUTH 27°50'47" EAST ALONG SAID
WESTERLY LINE, 50.26 FEET; THENCE SOUTH 80°11'55" WEST, 52.20 FEET; THENCE
SOUTH 43°58'44" WEST, 104.45 FEET; THENCE SOUTH 00°00'00" WEST, 48.83 FEET;
THENCE SOUTHERLY ALONG A CURVE CONCAVE WESTERLY WHOSE RADIUS IS
1616.00 FEET, WHOSE ARC LENGTH IS 53.08 FEET AND WHOSE CHORD BEARS
SOUTH 00°56'28" WEST, 53.08 FEET; THENCE SOUTHERLY ALONG A CURVE
CONCAVE EASTERLY WHOSE RADIUS IS 799.04 FEET, WHOSE ARC LENGTH IS 220.89
FEET AND WHOSE CHORD BEARS SOUTH 02°24'33" EAST, 220.19 FEET; THENCE
SOUTH 73°17'52" WEST, 70.00 FEET; THENCE SOUTHERLY ALONG A CURVE
CONCAVE EASTERLY WHOSE RADIUS IS 885.00 FEET, WHOSE ARC LENGTH IS 55.07
FEET AND WHOSE CHORD BEARS SOUTH 18°29'06" EAST, 55.06 FEET; THENCE
SOUTH 68°10'42" WEST, 22.58 FEET; THENCE WESTERLY ALONG A CURVE CONCAVE
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NORTHERLY WHOSE RADIUS IS 210.00 FEET, WHOSE ARC LENGTH IS 88.06 FEET
AND WHOSE CHORD BEARS SOUTH 80°11'30" WEST, 87.42 FEET; THENCE NORTH
87°47'42" WEST, 520.78 FEET; THENCE WESTERLY ALONG A CURVE CONCAVE
SOUTHERLY WHOSE RADIUS IS 90.00 FEET, WHOSE ARC LENGTH IS 29.58 FEET AND
WHOSE CHORD BEARS SOUTH 82°47'21" WEST, 29.45 FEET; THENCE NORTH 37°01'26"
WEST, 163.96 FEET; THENCE NORTH 31°08'22" EAST, 549.76 FEET; THENCE SOUTH
82°20'44" EAST, 35.24 FEET; THENCE NORTH 07°39'16" EAST, 100.00 FEET; THENCE
SOUTH 82°20'44" EAST, 88.33 FEET; THENCE NORTH 03°10'38" WEST, 257.81 FEET;
THENCE NORTH 21°52'22" WEST, 398.89 FEET; THENCE NORTH 10°27'03" WEST, 614.20
FEET TO THE SOUTHERLY RIGHT-OF-WAY LINE OF ASHWORTH ROAD; THENCE
EASTERLY ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE AND A CURVE
CONCAVE NORTHERLY WHOSE RADIUS IS 2372.56 FEET, WHOSE ARC LENGTH IS
135.41 FEET AND WHOSE CHORD BEARS NORTH 85°36'55" EAST, 135.39 FEET;
THENCE NORTH 83°58'49" EAST ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE,
216.14 FEET TO THE POINT OF BEGINNING AND CONTAINING 20.23 ACRES (881,208
SQUARE FEET).
AND
A PART OF PARCEL 19-115 AS SHOWN ON THE PLAT OF SURVEY RECORDED IN
BOOK 2019, PAGE 24199 IN THE CITY OF WAUKEE, DALLAS COUNTY, IOWA AND
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 19-115; THENCE
SOUTHERLY ALONG THE EASTERLY LINE OF SAID PARCEL 19-115 AND A CURVE
CONCAVE WESTERLY WHOSE RADIUS IS 4822.00 FEET, WHOSE ARC LENGTH IS
42.98 FEET AND WHOSE CHORD BEARS SOUTH 00°26'27” WEST, 42.98 FEET; THENCE
SOUTH 28°47'37” WEST ALONG SAID EASTERLY LINE, 123.15 FEET; THENCE SOUTH
87°38'22” WEST, 208.16 FEET; THENCE NORTH 02°21'38” WEST, 98.94 FEET TO THE
NORTH LINE OF SAID PARCEL 19-115 AND THE SOUTHWEST CORNER OF PARCEL
24-125 AS SHOWN ON THE PLAT OF SURVEY RECORDED IN DOCUMENT NUMBER
2024-20030; THENCE NORTH 77°25'23” EAST ALONG SAID NORTH LINE, 278.38 FEET
TO THE POINT OF BEGINNING AND CONTAINING 0.69 ACRES (30,247 SQUARE FEET).
The AP Development Property is described as consisting of:
PARCEL 24-91 IN THE W1/2 OF THE NE1/4 OF SECTION 9, TOWNSHIP 78 NORTH, RANGE
26 WEST OF THE 5TH P.M., AN OFFICIAL PARCEL RECORDED IN INSTRUMENT 2024-
16448 AT THE DALLAS COUNTY RECORDER'S OFFICE, CITY OF WAUKEE, DALLAS
COUNTY, IOWA
AND
PARCEL 24-84 IN THE E1/2 OF THE NW1/4 AND THE SW1/4 OF THE NE1/4 ALL IN
SECTION 9, TOWNSHIP 78 NORTH, RANGE 26 WEST OF THE 5TH P.M., AN OFFICIAL
PARCEL RECORDED IN INSTRUMENT 2024-14513 AT THE DALLAS COUNTY
RECORDER'S OFFICE, CITY OF WAUKEE, DALLAS COUNTY, IOWA
PREVIOUSLY DESCRIBED PARCELS CONTAIN 25.97 ACRES MORE OR LESS
INCLUDING 0.68 ACRES OF PUBLIC RIGHT-OF-WAY.
The JJ Property is described as consisting of:
A-3
Execution Version
A PART OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION
9, TOWNSHIP 78 NORTH, RANGE 26 WEST OF THE FIFTH PRINCIPAL MERIDIAN IN
THE CITY OF WAUKEE, DALLAS COUNTY, IOWA AND MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF PARCEL 20-65 AS SHOWN ON THE
ACQUISITION PLAT RECORDED IN BOOK 2021, PAGE 6683; THENCE SOUTH 53°45'54"
EAST ALONG THE WESTERLY RIGHT-OF-WAY LINE OF GRAND PRAIRIE PARKWAY,
74.77 FEET; THENCE SOUTHERLY ALONG SAID WESTERLY RIGHT-OF-WAY LINE AND
A CURVE CONCAVE WESTERLY WHOSE RADIUS IS 4913.50 FEET, WHOSE ARC
LENGTH IS 478.77 FEET AND WHOSE CHORD BEARS SOUTH 05°02'09" EAST, 478.58
FEET; THENCE SOUTH 87°45'20" WEST ALONG SAID WESTERLY RIGHT-OF-WAY LINE,
41.50 FEET; THENCE SOUTHERLY ALONG SAID WESTERLY RIGHT-OF-WAY LINE AND
A CURVE CONCAVE WESTERLY WHOSE RADIUS IS 4872.00 FEET, WHOSE ARC
LENGTH IS 200.39 FEET AND WHOSE CHORD BEARS SOUTH 01°03'58" EAST, 200.38
FEET TO THE SOUTHWEST CORNER OF TRACT 2 AS SHOWN ON EXHIBIT "2-PT" OF
THE ACQUISITION PLAT RECORDED IN BOOK 2015, PAGE 8487 AND THE NORTHERLY
LINE OF THE INTERSTATE 80 RIGHT-OF-WAY; THENCE SOUTH 77°25'23" WEST ALONG
SAID NORTHERLY RIGHT-OF-WAY LINE, 329.68 FEET; THENCE NORTH 02°21'38"
WEST, 759.99 FEET TO THE SOUTHERLY LINE OF SAID PARCEL 20-65; THENCE NORTH
86°11'02" EAST ALONG SAID SOUTHERLY LINE, 11.70 FEET; THENCE EASTERLY
ALONG SAID SOUTHERLY LINE AND A CURVE CONCAVE NORTHERLY WHOSE
RADIUS IS 276.50 FEET, WHOSE ARC LENGTH IS 27.56 FEET AND WHOSE CHORD
BEARS NORTH 83°19'43" EAST, 27.55 FEET; THENCE NORTH 80°28'24" EAST ALONG
SAID SOUTHERLY LINE, 241.24 FEET; THENCE SOUTH 53°26'34" EAST ALONG SAID
SOUTHERLY LINE, 14.38 FEET TO THE POINT OF BEGINNING AND CONTAINING 6.00
ACRES (261,278 SQUARE FEET).
THE PROPERTY IS SUBJECT TO ANY AND ALL EASEMENTS OF RECORD.
B-1
Execution Version
EXHIBIT B
MINIMUM IMPROVEMENTS
The Minimum Improvements shall consist of the construction of the Kettlestone Minimum
Improvements, the AP Minimum Improvements, and the Infrastructure Improvements.
The Kettlestone Minimum Improvements means construction of one or more commercial
buildings with a cumulative area of at least 29,000 square feet, together with related site
improvements, on the Kettlestone Development Property, with such construction requiring a
minimum investment of at least $8,000,000.
The AP Minimum Improvements means construction of one or more commercial buildings
with a cumulative area of at least 10,000 square feet, together with related site improvements, on
the AP Development Property, with such construction requiring a minimum investment of at least
$4,000,000.
The Infrastructure Improvements means: (i) the construction of SE Parkview Crossing
Drive from its intersection with Ashworth Drive through its intersection with SE Kettlestone
Boulevard as depicted in Exhibit B-1; (ii) the construction of SE Kettlestone Boulevard from the
western border of the Development Property to its intersection with Grand Prairie Parkway as
depicted in Exhibit B-1; (iii) the installation of all public utilities in the right of way of such roads,
including water, sanitary sewer, and storm sewer infrastructure, all of said improvements and
associated right of way to be dedicated to the City as set forth in this Agreement.
B-2
Execution Version
EXHIBIT B-1
DEPICTION OF INFRASTRUCTURE IMPROVEMENTS
C-1
Execution Version
Prepared by: Nathan J. Overberg, Ahlers & Cooney, 100 Court Ave. #600, Des Moines, IA 50309, 515 -243-7611
Return to: City Clerk, City of Waukee, 230 W. Hickman Road, Waukee, IA 50263
EXHIBIT C
MEMORANDUM OF AGREEMENT FOR PRIVATE DEVELOPMENT
WHEREAS, the City of Waukee, Iowa (the “City”), Kettlestone Lakes, LLC, and AP GPP,
L.C. (collectively the “Developers”), did on or about the _____ day of ______________, 2025,
make, execute, and deliver an Agreement for Private Development (the “Agreement”), wherein
and whereby the Developers 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:
The Kettlestone Development Property is described as consisting of:
A PART OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER AND A PART
OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER AND A PART OF THE
NORTHEAST QUARTER OF THE NORTHWEST QUARTER, ALL BEING IN SECTION 9,
TOWNSHIP 78 NORTH, RANGE 26 WEST OF THE FIFTH PRINCIPAL MERIDIAN IN THE
CITY OF WAUKEE, DALLAS COUNTY, IOWA AND MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF PARCEL 24-84 AS SHOWN ON THE
PLAT OF SURVEY RECORDED IN DOCUMENT NUMBER 2024-14513; THENCE SOUTH
06°01'07" EAST ALONG THE WESTERLY LINE OF SAID PARCEL 24-84, A DISTANCE OF
382.45 FEET; THENCE SOUTHERLY ALONG SAID WESTERLY LINE AND A CURVE
CONCAVE EASTERLY WHOSE RADIUS IS 850.00 FEET, WHOSE ARC LENGTH IS 343.38
FEET AND WHOSE CHORD BEARS SOUTH 17°35'30" EAST, 341.05 FEET; THENCE
SOUTHERLY ALONG SAID WESTERLY LINE AND A CURVE CONCAVE WESTERLY
WHOSE RADIUS IS 850.00 FEET, WHOSE ARC LENGTH IS 305.67 FEET AND WHOSE
CHORD BEARS SOUTH 18°51'46" EAST, 304.02 FEET; THENCE SOUTH 08°33'39" EAST
ALONG SAID WESTERLY LINE, 271.04 FEET; THENCE SOUTHERLY ALONG SAID
WESTERLY LINE AND A CURVE CONCAVE WESTERLY WHOSE RADIUS IS 250.00
FEET, WHOSE ARC LENGTH IS 111.72 FEET AND WHOSE CHORD BEARS SOUTH
04°14'29" WEST, 110.79 FEET; THENCE SOUTH 17°02'36" WEST ALONG SAID
WESTERLY LINE, 12.61 FEET TO THE SOUTHWEST CORNER OF SAID PARCEL 24-84;
THENCE SOUTH 68°51'02" EAST ALONG THE SOUTHERLY LINE OF SAID PARCEL 24-
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Execution Version
84, A DISTANCE OF 9.10 FEET; THENCE EASTERLY ALONG SAID SOUTHERLY LINE
AND A CURVE CONCAVE NORTHERLY WHOSE RADIUS IS 250.00 FEET, WHOSE ARC
LENGTH IS 124.96 FEET AND WHOSE CHORD BEARS SOUTH 83°10'11" EAST, 123.66
FEET TO THE WEST LINE OF PARCEL 20-65 AS SHOWN ON THE PLAT OF SURVEY
RECORDED IN BOOK 2021, PAGE 6683; THENCE SOUTH 00°43'49" EAST ALONG SAID
WESTERLY LINE, 17.36 FEET; THENCE SOUTH 27°50'47" EAST ALONG SAID
WESTERLY LINE, 50.26 FEET; THENCE SOUTH 80°11'55" WEST, 52.20 FEET; THENCE
SOUTH 43°58'44" WEST, 104.45 FEET; THENCE SOUTH 00°00'00" WEST, 48.83 FEET;
THENCE SOUTHERLY ALONG A CURVE CONCAVE WESTERLY WHOSE RADIUS IS
1616.00 FEET, WHOSE ARC LENGTH IS 53.08 FEET AND WHOSE CHORD BEARS
SOUTH 00°56'28" WEST, 53.08 FEET; THENCE SOUTHERLY ALONG A CURVE
CONCAVE EASTERLY WHOSE RADIUS IS 799.04 FEET, WHOSE ARC LENGTH IS 220.89
FEET AND WHOSE CHORD BEARS SOUTH 02°24'33" EAST, 220.19 FEET; THENCE
SOUTH 73°17'52" WEST, 70.00 FEET; THENCE SOUTHERLY ALONG A CURVE
CONCAVE EASTERLY WHOSE RADIUS IS 885.00 FEET, WHOSE ARC LENGTH IS 55.07
FEET AND WHOSE CHORD BEARS SOUTH 18°29'06" EAST, 55.06 FEET; THENCE
SOUTH 68°10'42" WEST, 22.58 FEET; THENCE WESTERLY ALONG A CURVE CONCAVE
NORTHERLY WHOSE RADIUS IS 210.00 FEET, WHOSE ARC LENGTH IS 88.06 FEET
AND WHOSE CHORD BEARS SOUTH 80°11'30" WEST, 87.42 FEET; THENCE NORTH
87°47'42" WEST, 520.78 FEET; THENCE WESTERLY ALONG A CURVE CONCAVE
SOUTHERLY WHOSE RADIUS IS 90.00 FEET, WHOSE ARC LENGTH IS 29.58 FEET AND
WHOSE CHORD BEARS SOUTH 82°47'21" WEST, 29.45 FEET; THENCE NORTH 37°01'26"
WEST, 163.96 FEET; THENCE NORTH 31°08'22" EAST, 549.76 FEET; THENCE SOUTH
82°20'44" EAST, 35.24 FEET; THENCE NORTH 07°39'16" EAST, 100.00 FEET; THENCE
SOUTH 82°20'44" EAST, 88.33 FEET; THENCE NORTH 03°10'38" WEST, 257.81 FEET;
THENCE NORTH 21°52'22" WEST, 398.89 FEET; THENCE NORTH 10°27'03" WEST, 614.20
FEET TO THE SOUTHERLY RIGHT-OF-WAY LINE OF ASHWORTH ROAD; THENCE
EASTERLY ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE AND A CURVE
CONCAVE NORTHERLY WHOSE RADIUS IS 2372.56 FEET, WHOSE ARC LENGTH IS
135.41 FEET AND WHOSE CHORD BEARS NORTH 85°36'55" EAST, 135.39 FEET;
THENCE NORTH 83°58'49" EAST ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE,
216.14 FEET TO THE POINT OF BEGINNING AND CONTAINING 20.23 ACRES (881,208
SQUARE FEET).
AND
A PART OF PARCEL 19-115 AS SHOWN ON THE PLAT OF SURVEY RECORDED IN
BOOK 2019, PAGE 24199 IN THE CITY OF WAUKEE, DALLAS COUNTY, IOWA AND
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 19-115; THENCE
SOUTHERLY ALONG THE EASTERLY LINE OF SAID PARCEL 19-115 AND A CURVE
CONCAVE WESTERLY WHOSE RADIUS IS 4822.00 FEET, WHOSE ARC LENGTH IS
42.98 FEET AND WHOSE CHORD BEARS SOUTH 00°26'27” WEST, 42.98 FEET; THENCE
SOUTH 28°47'37” WEST ALONG SAID EASTERLY LINE, 123.15 FEET; THENCE SOUTH
87°38'22” WEST, 208.16 FEET; THENCE NORTH 02°21'38” WEST, 98.94 FEET TO THE
NORTH LINE OF SAID PARCEL 19-115 AND THE SOUTHWEST CORNER OF PARCEL
24-125 AS SHOWN ON THE PLAT OF SURVEY RECORDED IN DOCUMENT NUMBER
C-3
Execution Version
2024-20030; THENCE NORTH 77°25'23” EAST ALONG SAID NORTH LINE, 278.38 FEET
TO THE POINT OF BEGINNING AND CONTAINING 0.69 ACRES (30,247 SQUARE FEET).
The AP Development Property is described as consisting of:
PARCEL 24-91 IN THE W1/2 OF THE NE1/4 OF SECTION 9, TOWNSHIP 78 NORTH, RANGE
26 WEST OF THE 5TH P.M., AN OFFICIAL PARCEL RECORDED IN INSTRUMENT 2024-
16448 AT THE DALLAS COUNTY RECORDER'S OFFICE, CITY OF WAUKEE, DALLAS
COUNTY, IOWA
AND
PARCEL 24-84 IN THE E1/2 OF THE NW1/4 AND THE SW1/4 OF THE NE1/4 ALL IN
SECTION 9, TOWNSHIP 78 NORTH, RANGE 26 WEST OF THE 5TH P.M., AN OFFICIAL
PARCEL RECORDED IN INSTRUMENT 2024-14513 AT THE DALLAS COUNTY
RECORDER'S OFFICE, CITY OF WAUKEE, DALLAS COUNTY, IOWA
PREVIOUSLY DESCRIBED PARCELS CONTAIN 25.97 ACRES MORE OR LESS
INCLUDING 0.68 ACRES OF PUBLIC RIGHT-OF-WAY.
The JJ Property is described as consisting of:
A PART OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION
9, TOWNSHIP 78 NORTH, RANGE 26 WEST OF THE FIFTH PRINCIPAL MERIDIAN IN
THE CITY OF WAUKEE, DALLAS COUNTY, IOWA AND MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF PARCEL 20-65 AS SHOWN ON THE
ACQUISITION PLAT RECORDED IN BOOK 2021, PAGE 6683; THENCE SOUTH 53°45'54"
EAST ALONG THE WESTERLY RIGHT-OF-WAY LINE OF GRAND PRAIRIE PARKWAY,
74.77 FEET; THENCE SOUTHERLY ALONG SAID WESTERLY RIGHT-OF-WAY LINE AND
A CURVE CONCAVE WESTERLY WHOSE RADIUS IS 4913.50 FEET, WHOSE ARC
LENGTH IS 478.77 FEET AND WHOSE CHORD BEARS SOUTH 05°02'09" EAST, 478.58
FEET; THENCE SOUTH 87°45'20" WEST ALONG SAID WESTERLY RIGHT-OF-WAY LINE,
41.50 FEET; THENCE SOUTHERLY ALONG SAID WESTERLY RIGHT-OF-WAY LINE AND
A CURVE CONCAVE WESTERLY WHOSE RADIUS IS 4872.00 FEET, WHOSE ARC
LENGTH IS 200.39 FEET AND WHOSE CHORD BEARS SOUTH 01°03'58" EAST, 200.38
FEET TO THE SOUTHWEST CORNER OF TRACT 2 AS SHOWN ON EXHIBIT "2-PT" OF
THE ACQUISITION PLAT RECORDED IN BOOK 2015, PAGE 8487 AND THE NORTHERLY
LINE OF THE INTERSTATE 80 RIGHT-OF-WAY; THENCE SOUTH 77°25'23" WEST ALONG
SAID NORTHERLY RIGHT-OF-WAY LINE, 329.68 FEET; THENCE NORTH 02°21'38"
WEST, 759.99 FEET TO THE SOUTHERLY LINE OF SAID PARCEL 20-65; THENCE NORTH
86°11'02" EAST ALONG SAID SOUTHERLY LINE, 11.70 FEET; THENCE EASTERLY
ALONG SAID SOUTHERLY LINE AND A CURVE CONCAVE NORTHERLY WHOSE
RADIUS IS 276.50 FEET, WHOSE ARC LENGTH IS 27.56 FEET AND WHOSE CHORD
BEARS NORTH 83°19'43" EAST, 27.55 FEET; THENCE NORTH 80°28'24" EAST ALONG
SAID SOUTHERLY LINE, 241.24 FEET; THENCE SOUTH 53°26'34" EAST ALONG SAID
SOUTHERLY LINE, 14.38 FEET TO THE POINT OF BEGINNING AND CONTAINING 6.00
ACRES (261,278 SQUARE FEET).
THE PROPERTY IS SUBJECT TO ANY AND ALL EASEMENTS OF RECORD.
C-4
Execution Version
(collectively the “Development Property”); and
WHEREAS, the term of this Agreement shall commence on the ____ day of
______________, 2025 and terminate on the Termination Date, as set forth in the Agreement; and
WHEREAS, the City and Developers desire to record a Memorandum of the Agreement
referring to the Development Property and their respective interests therein.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. That the recording of this Memorandum of Agreement for Private Development
shall serve as notice to the public that the Agreement contains provisions restricting development
and use of the Development Property and the improvements located and operated on such
Development Property.
2. Developers and their respective successors agree that improvements on the
Development Property are not eligible for tax abatement under Iowa Code Chapter 404 or any
other State, federal or local law.
3. 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.
4. 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, City Hall, Waukee, Iowa.
IN WITNESS WHEREOF, the City and Developers have executed this Memorandum of
Agreement for Private Development as of the ____ day of ________________, 2025.
[Rest of page intentionally left blank; Signature pages to follow]
C-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 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 – City of Waukee, Iowa]
C-6
Execution Version
KETTLESTONE LAKES, LLC,
an Iowa limited liability company
By: ______________________________
William B. Spencer, Manager
STATE OF IOWA )
) SS
COUNTY OF ___________ )
This record was acknowledged before me on ___________________, 2025 by William B.
Spencer, as Manager of Kettlestone Lakes, LLC, an Iowa limited liability company.
___________________________________
Notary Public in and for the State of Iowa
[Signature page to Memorandum of Agreement for Private Development –
Kettlestone Lakes, LLC]
C-7
Execution Version
AP GPP, L.C.,
an Iowa limited liability company
By: ______________________________
Gerald D. Neugent, Manager
STATE OF IOWA )
) SS
COUNTY OF ___________ )
This record was acknowledged before me on __________________, 2025 by Gerard D.
Neugent, as Manager of AP GPP, L.C., an Iowa limited liability company.
___________________________________
Notary Public in and for the State of Iowa
[Signature page to Memorandum of Agreement for Private Development –
AP GPP, L.C.]
D-1
Execution Version
EXHIBIT D-1
KETTLESTONE DEVELOPER CERTIFICATION OF COSTS OF INFRASTRUCTURE
IMPROVEMENTS
Kettlestone Lakes, LLC (the “Kettlestone Developer”) certifies that the expenses shown on the
table below were/are the actual expenses incurred by Kettlestone Developer for the Infrastructure
Improvements dedicated to and accepted by the City which were constructed to facilitate the development
of commercial improvements that are the subject of a Development Agreement entered into the _____ day
of ____________, 2025 between the City of Waukee, Iowa, Kettlestone Developer, and AP GPP, L.C. (the
“Agreement”).
Qualified Costs of Infrastructure Improvements
Dedicated to and Accepted by the City
Project
Cost
Category
Engineering,
Plans,
Specifications
Construction
Costs
Legal
Costs
Drainage,
Landscaping,
Grading
Cost for
acquisition of
land within
the ROW
Interest during
construction and
for not more
than six months
thereafter
Miscellaneous,
city park, trail,
and hookup
fees
Invoice
description
and cost
Invoice
description
and cost
Invoice
description
and cost
Invoice
description
and cost
Invoice
description
and cost
Total Cost
per
category
If you need additional space please attach another table.
Attach actual receipts and invoices
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.
Kettlestone Lakes, LLC
By: _________________________________
Printed name: _________________________
Its: Manager
STATE OF IOWA )
) SS
COUNTY OF _________ )
This record was acknowledged before me on _________________, 2025 by
_____________________ as Manager of Kettlestone Lakes, LLC, an Iowa limited liability company.
______________________________________
Notary Public in and for the State of Iowa
D-2
Execution Version
EXHIBIT D-2
AP DEVELOPER CERTIFICATION OF COSTS OF INFRASTRUCTURE IMPROVEMENTS
AP GPP, L.C (the “AP Developer”) certifies that the expenses shown on the table below were/are
the actual expenses incurred by AP Developer for the Infrastructure Improvements dedicated to and
accepted by the City which were constructed to facilitate the development of commercial improvements
that are the subject of a Development Agreement entered into the _____ day of ____________, 2025
between the City of Waukee, Iowa, Kettlestone Lakes, LLC, and AP Developer (the “Agreement”).
Qualified Costs of Infrastructure Improvements
Dedicated to and Accepted by the City
Project Cost
Category
Engineering, Plans,
Specifications
Legal Costs Cost for acquisition of
land within the ROW
Invoice
description
and cost
Invoice
description
and cost
Invoice
description
and cost
Invoice
description
and cost
Invoice
description
and cost
Total Cost
per category
If you need additional space please attach another table.
Attach actual receipts and invoices
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.
AP GPP, L.C
By: _________________________________
Printed name: _________________________
Its: Manager
STATE OF IOWA )
) SS
COUNTY OF _________ )
This record was acknowledged before me on _________________, 2025 by
_____________________ as Manager of AP GPP, L.C, an Iowa limited liability company.
______________________________________
Notary Public in and for the State of Iowa
4908-4827-6820-1\21938-372