HomeMy WebLinkAbout2026-02-17 I01F_01 Sixth Amendment - Quarter at Waukee Development AgreementAGENDA ITEM:
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: February 17, 2026
AGENDA ITEM:Consideration of approval of a resolution approving and authorizing
execution of a Sixth Amendment to the Agreement for Private
Development and Minimum Assessment Agreement with The Quarter at
Waukee, LLC
FORMAT:Resolution
SYNOPSIS INCLUDING PRO & CON: The proposed Sixth Amendment and Minimum
Assessment Agreement extends the completion deadlines for certain
projects and buildings within the development. The developer’s required
minimum investment remains unchanged at $116,025,000.
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: The economic development
grants for the project will not increase, and the TIF rebate percentage
will remain unchanged.
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT:
RECOMMENDATION: Staff recommends approval of the Resolution
ATTACHMENTS: I. Proposed Resolution
II. Sixth Amendment to the Agreement for Private Development
and Minimum Assessment Agreement with The Quarter at
Waukee, LLC
PREPARED BY: Jennifer Brown, Director of Economic Development
REVIEWED BY:
PUBLIC NOTICE INFORMATION –
NAME OF PUBLICATION:
DATE OF PUBLICATION:
I1F1
RESOLUTION NO. ______
RESOLUTION APPROVING AND AUTHORIZING
EXECUTION OF A SIXTH AMENDMENT TO THE
AGREEMENT FOR PRIVATE DEVELOPMENT AND
MINIMUM ASSESSMENT AGREEMENT BY AND BETWEEN
THE CITY OF WAUKEE AND THE QUARTER AT WAUKEE,
L.L.C.
WHEREAS, by Resolution No. 2022-535, adopted December 19, 2022, this Council found
and determined that certain areas located within the City are eligible and should be designated as
an urban renewal area under Iowa law, and approved and adopted The Quarter Commercial Urban
Renewal Plan (the "Plan" or "Urban Renewal Plan") for The Quarter Commercial Urban Renewal
Area (the "Area" or "Urban Renewal Area") described therein, which Plan has been amended and
is on file in the office of the Recorder of Dallas County; and
WHEREAS, it is desirable that properties within the Area be redeveloped as part of the
overall redevelopment area covered by said Plan; and
WHEREAS, the City of Waukee, Iowa ("City") and The Quarter at Waukee, L.L.C.
("Developer") previously entered into an Agreement for Private Development dated December 19,
2022 and a Minimum Assessment Agreement also dated December 19, 2022 (together, the
"Agreement"), pursuant to which, among other things, the Developer agreed to construct certain
Minimum Improvements (as defined in the Agreement) on certain real property located within the
Urban Renewal Area (the "Development Property"), the City agreed to provide certain incentives
described as "Economic Development Grants" to the Developer in exchange for Developer’s
obligations under the terms and conditions of the Agreement, and the parties agreed to set certain
Minimum Actual Values for the assessment of the Minimum Improvements; and
WHEREAS, the City and Developer previously entered into a First Amendment to the
Agreement on January 16, 2023 to (a) amend the description of some of the Buildings being
constructed as part of the Minimum Improvements; (b) amend the minimum actual values for some
of the Buildings to be constructed on the Development Property; and (c) revise the Economic
Development Grant schedules for some of the Buildings to be constructed on the Development
Property; a Second Amendment to the Agreement on March 6, 2023 to amend the deadline for
Developer’s acquisition of certain Development Property, as legally defined in the Second
Amendment; a Third Amendment to the Agreement on July 10, 2023 to adjust the descriptions,
Minimum Actual Value schedules, and Economic Development Grant schedules for Building F1
and Building F2 being constructed as part of the Minimum Improvements; a Fourth Amendment
to the Agreement on January 15, 2024 to adjust the Economic Development Grant schedule and
Minimum Actual Value schedule for Building V1 being constructed as part of the Minimum
Improvements; and a Fifth Amendment to the Agreement on February 18, 2025 to add real estate
to the Development Property, adjust certain legal descriptions due to re-platting, adjust the
description of the Minimum Improvements being constructed, and update Minimum Actual Value
schedules and Economic Development Grant schedules for certain Buildings being constructed as
part of the Project; and
WHEREAS, the City and Developer desire to make additional changes to the terms of the
Agreement, pursuant to a proposed Sixth Amendment to the Agreement (the "Sixth Amendment"),
to update completion dates and assessment termination dates for particular Buildings; and
WHEREAS, Chapters 15A and 403, Code of Iowa, authorize cities to make grants for
economic development in furtherance of the objectives of an urban renewal project and to
appropriate such funds and make such expenditures as may be necessary to carry out the purposes
of said Chapters, and to levy taxes and assessments for such purposes; and
WHEREAS, the Council has determined that the Sixth Amendment is in the best interests
of the City and the residents thereof and that the performance by the City of its obligations
thereunder is a public undertaking and purpose and in furtherance of the Plan and the Urban
Renewal Law and, further, that the Sixth Amendment and the City's performance thereunder is in
furtherance of appropriate economic development activities and objectives of the City within the
meaning of Chapters 15A and 403, Code of Iowa, taking into account any or all of the factors set
forth in Chapter 15A, Code of Iowa, to wit:
a. Businesses that add diversity to or generate new opportunities for the Iowa
economy should be favored over those that do not.
b. Development policies in the dispensing of the funds should attract, retain, or expand
businesses that produce exports or import substitutes, or which generate tourism-
related activities.
c. Development policies in the dispensing or use of the funds should be targeted
toward businesses that generate public gains and benefits, which gains and benefits
are warranted in comparison to the amount of the funds dispensed.
d. Development policies in dispensing the funds should not be used to attract a
business presently located within the state to relocate to another portion of the state
unless the business is considering in good faith to relocate outside the state or unless
the relocation is related to an expansion which will generate significant new job
creation. Jobs created as a result of other jobs in similar Iowa businesses being
displaced shall not be considered direct jobs for the purpose of dispensing funds.
NOW THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF
WAUKEE IN THE STATE OF IOWA:
Section 1.That the performance by the City of its obligations under the Sixth Amendment
and the Agreement and Minimum Assessment Agreement, as amended, be and is hereby declared
to be a public undertaking and purpose and in furtherance of the Plan and the Urban Renewal Law
and, further, that the Sixth Amendment, the Agreement, the Minimum Assessment Agreement,
and the City's performance thereunder is in furtherance of appropriate economic development
activities and objectives of the City within the meaning of Chapters 15A and 403, Code of Iowa,
taking into account the factors set forth therein.
Section 2.That the form and content of the Sixth Amendment, the provisions of which are
incorporated herein by reference, be and the same hereby are in all respects authorized, approved
and confirmed, and the Mayor and the City Clerk be and they hereby are authorized, empowered
and directed to execute, attest, seal and deliver the Sixth Amendment for and on behalf of the City
in substantially the form and content now before this meeting, but with such changes,
modifications, additions or deletions therein as shall be approved by such officers, and that from
and after the execution and delivery of the Sixth Amendment, the Mayor and the City Clerk are
hereby authorized, empowered and directed to do all such acts and things and to execute all such
documents as may be necessary to carry out and comply with the provisions of the Agreement and
Minimum Assessment Agreement, as amended, and the Sixth Amendment as executed.
PASSED AND APPROVED this 17th day of February, 2026.
Mayor
ATTEST:
City Clerk
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Execution Version
Type of Document: SIXTH AMENDMENT TO THE AGREEMENT FOR PRIVATE
DEVELOPMENT AND MINIMUM ASSESSMENT
AGREEMENT BETWEEN THE CITY OF WAUKEE AND THE
QUARTER AT WAUKEE, L.L.C.
Return Document to: Becky Schuett
City of Waukee
203 W. Hickman Rd.
Waukee, IA 50263
Preparer Information: Joel B. Templeman
Peddicord Lillis, LLP
4949 Westown Parkway, Suite 200
West Des Moines, IA 50266
(515) 243-2100
LEGAL DESCRIPTION: Lots 2, 8, 10, 11 and 13, and Outlots Y and Z in KeeTown Loop Plat 1, an Official
Plat, now included in and forming a part of the City of Waukee, Dallas County, Iowa;
AND
Lots 2 and 3, except the East 42.03 Feet of Lot 3, in KeeTown Loop Plat 2, an Official Plat, now included
in and forming a part of the City of Waukee, Dallas County, Iowa;
AND
Lots 1 and 2 in KeeTown Loop Plat 3, an Official Plat, now included in and forming a part of the City of
Waukee, Dallas County, Iowa;
AND
Lots 6, 7 and 8, and Outlots W and X in KeeTown Loop Plat 4, an Official Plat, now included in and
forming a part of the City of Waukee, Dallas County, Iowa;
AND
Lots 1 – 3 in KeeTown Loop Plat 5, an Official Plat, now included in and forming a part of the City of
Waukee, Dallas County, Iowa;
AND
Lots 1 and 2 in KeeTown Loop Plat 6, an Official Plat, now included in and forming a part of the City of
Waukee, Dallas County, Iowa.
AND
Lot 15 in KeeTown Loop Plat 1, an Official Plat, now included in and forming a part of the City of Waukee,
Dallas County, Iowa.
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Execution Version
SIXTH AMENDMENT
TO
AGREEMENT FOR PRIVATE DEVELOPMENT
AND
MINIMUM ASSESSMENT AGREEMENT
BY AND BETWEEN
CITY OF WAUKEE, IOWA
AND
THE QUARTER AT WAUKEE, L.L.C.
THIS SIXTH AMENDMENT ("Amendment" or “Sixth Amendment”) to that certain
AGREEMENT FOR PRIVATE DEVELOPMENT and MINIMUM ASSESSMENT
AGREEMENT, each dated December 19, 2022, as amended by the First Amendment, Second
Amendment, Third Amendment, Fourth Amendment, and Fifth Amendment, respectively (each
hereinafter defined), by and between the CITY OF WAUKEE, IOWA, a municipality (the "City"),
established pursuant to the Code of Iowa and acting under the authorization of Chapters I5A and
403 of the Code of Iowa, 2025, as amended ("Urban Renewal Act") and THE QUARTER AT
WAUKEE, L.L.C., an Iowa limited liability company, having offices for the transaction of business
at 4011 Avenue of the Cities, Ste. 101B, Moline, IL 61265 ("Developer"), is made as of
___________________, 2026.
WITNESSETH:
WHEREAS, the City and Developer previously executed an Agreement for Private
Development dated December 19, 2022 ("Agreement"), a Memorandum of which is recorded with
the County Recorder of Dallas County, Iowa in Book 2022 at Page 25663, involving the following
Development Property:
Lots 2-3 and 5-15, KeeTown Loop Plat 1, an Official Plat, now including and
forming a part of the City of Waukee, Dallas County, Iowa; and
Lots 1-3, KeeTown Loop Plat 2, an Official Plat, now including and forming a
part of the City of Waukee, Dallas County, Iowa , which have been re-platted as
follows:
Lots 2, 8, 10, 11 and 13, and Outlots Y and Z in KeeTown Loop Plat 1, an Official
Plat, now included in and forming a part of the City of Waukee, Dallas County, Iowa;
AND
Lots 2 and 3, except the East 42.03 Feet of Lot 3, in KeeTown Loop Plat 2, an Official
Plat, now included in and forming a part of the City of Waukee, Dallas County, Iowa;
AND
Lots 1 and 2 in KeeTown Loop Plat 3, an Official Plat, now included in and forming
a part of the City of Waukee, Dallas County, Iowa;
AND
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Execution Version
Lots 1 – 8, and Outlots W, X, Y and Z in KeeTown Loop Plat 4, an Official Plat,
now included in and forming a part of the City of Waukee, Dallas County, Iowa.
Said tracts of land subject to all covenants, restrictions and easements of record; and
WHEREAS, the Agreement included a Minimum Assessment Agreement between the City
and Developer also dated December 19, 2022 ("Minimum Assessment Agreement"), which was
recorded with the County Recorder of Dallas County, Iowa in Book 2022 at Page 25664, pursuant
to which the parties agreed the Buildings to be constructed on the Development Property as part of
the Minimum Improvements would be subject to certain Minimum Actual Values for assessment
purposes; and
WHEREAS, the Agreement and Minimum Assessment Agreement were subsequently amended
by that certain First Amendment to Agreement for Private Development and Minimum Assessment
Agreement, dated January 16, 2023 and recorded in the records of the Dallas County Recorder on January
31, 2023 in Book 2023 at Page 1318 (“First Amendment”); Second Amendment to Agreement for Private
Development (“Second Amendment”) dated March 6, 2023; Third Amendment to Agreement for Private
Development (“Third Amendment”) dated July 10, 2023; Fourth Amendment to Agreement for Private
Development (“Fourth Amendment”) dated January 15, 2024; and Fifth Amendment to Agreement for
Private Development (“Fifth Amendment”) dated January 6, 2025; and
WHEREAS, the City and Developer desire to make additional changes to the Agreement
and the Minimum Assessment Agreement for the following reasons: to update completion dates and
assessment termination dates. Unless otherwise amended by this Amendment, the parties ratify the
terms and conditions of the Agreement and Minimum Assessment Agreement, as amended.
1. Definitions. All capitalized words used herein and not specifically defined shall have the
same definitions as in the Agreement and Minimum Assessment Agreement , as previously
amended, except for the following changes:
Minimum Improvements means the construction of fourteen (14) commercial structures and
two parking lots, as more particularly described in amended Exhibit B attached to this Sixth
Amendment.
2. Assessed Value Revisions. To reflect certain revisions due to changes in the Project, the
chart included in Section 3.4(a) of the Agreement and paragraph 1 of the Minimum Assessment
Agreement is deleted in its entirety and replaced, as follows:
Building Parcel Legal
Description
Minimum
Actual Value
(AFTER
rollback)
To Be Assessed
Upon
Completion But
No Later Than
the Following
Date
Assessment
Termination Date
Building V1 Lot 10, KeeTown
Loop Plat 1
$28,500,000.00 January 1 , 2024 December 31,
2044
Building H1 Lot 3 , KeeTown
Loop Plat 2
$17,500,000.00 January 1 , 2025 December 31,
2041
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Execution Version
Building R1 Lot 1, KeeTown
Loop Plat 3
$2,000,000.00 January 1, 2025 December 31,
2037
Building R2 Lot 3, KeeTown
Loop Plat 5
$5,875,000.00 January 1, 2028 December 31,
2040
Event
Parking
Lot 2, KeeTown
Loop Plat 2; Lot 11,
KeeTown Loop Plat
1; Lot 15, KeeTown
Loop Plat 1; Lot 2,
KeeTown Loop Plat
5
$7,000,000.00 January 1, 2024 December 31,
2036
Building F1 Lot 2, KeeTown
Loop Plat 1
$2,100,000.00 January 1, 2025 December 31,
2037
Building F2 Lot 8, KeeTown
Loop Plat 1
$2,100.000.00 January 1, 2029 December 31,
2041
Building F3 Lot 13, KeeTown
Loop Plat 1
$5,000,000.00 January 1, 2026 December 31,
2038
Building F4 Lot 8, KeeTown
Loop Plat 4
$1,350,000.00 January 1, 2027 December 31,
2039
Building F5 Lot 2, KeeTown
Loop Plat 3
$1,000,000.00 January 1, 2025 December 31,
2037
Building R6 Lot 6, KeeTown
Loop Plat 4
$2,000,000.00 January 1, 2029 December 31,
2041
Building R7 Lot 7, KeeTown
Loop Plat 4
$6,000,000.00 January 1, 2030 December 31,
2042
Building F6 Lot 1, KeeTown
Loop Plat 5
$4,750,000.00 January 1, 2030 December 31,
2042
Building F7 Lot 2, KeeTown
Loop Plat 6
$4,850,000.00 January 1, 2030 December 31,
2042
Building H2 Lot 1, KeeTown
Loop Plat 6
$25,000,000.00 January 1, 2030 December 31,
2044
Surface
Parking
Outlot W, KeeTown
Loop Plat 4
$1,000,000.00 January 1, 2024 December 31,
2036
3. Economic Development Grant Schedule Revisions. To reflect revisions to the schedules
for Economic Development Grants for certain Buildings constructed as part of the Project, Sections
7.1(a)(i) through (a)(xvii) of the Agreement are deleted in their entirety, and replaced as set forth below:
i. Building V1. Assuming completion of Building V1 upon Lot 10, Kee Town Loop Plat 1, an
Official Plat, now included and forming a part of the City of Waukee, Dallas County, Iowa, by December
31, 2023, full assessment of Building V1 on January 1, 2024, debt certification to the Auditor by the City
prior to December 1, 2024, the Economic Development Grants for Building V1 shall commence on June
1, 2026, and end on June 1, 2045, pursuant to Section 403.19 of the Urban Renewal Act under the
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following formula:
June 1, 2026 95% of Tax Increments for Building V1 for Fiscal Year 25-26
June 1, 2027 95% of Tax Increments for Building V1 for Fiscal Year 26-27
June 1, 2028 95% of Tax Increments for Building V1 for Fiscal Year 27-28
June 1, 2029 95% of Tax Increments for Building V1 for Fiscal Year 28-29
June 1, 2030 95% of Tax Increments for Building V1 for Fiscal Year 29-30
June 1, 2031 95% of Tax Increments for Building V1 for Fiscal Year 30-31
June 1, 2032 95% of Tax Increments for Building V1 for Fiscal Year 31-32
June 1, 2033 95% of Tax Increments for Building V1 for Fiscal Year 32-33
June 1, 2034 95% of Tax Increments for Building V1 for Fiscal Year 33-34
June 1, 2035 95% of Tax Increments for Building V1 for Fiscal Year 34-35
June 1, 2036 95% of Tax Increments for Building V1 for Fiscal Year 35-36
June 1, 2037 95% of Tax Increments for Building V1 for Fiscal Year 36-37
June 1, 2038 95% of Tax Increments for Building V1 for Fiscal Year 37-38
June 1, 2039 95% of Tax Increments for Building V1 for Fiscal Year 38-39
June 1, 2040 95% of Tax Increments for Building V1 for Fiscal Year 39-40
June 1, 2041 95% of Tax Increments for Building V1 for Fiscal Year 40-41
June 1, 2042 95% of Tax Increments for Building V1 for Fiscal Year 41-42
June 1, 2043 95% of Tax Increments for Building V1 for Fiscal Year 42-43
June 1, 2044 95% of Tax Increments for Building V1 for Fiscal Year 43-44
June 1, 2045 95% of Tax Increments for Building V1 for Fiscal Year 44-45
ii. Building H1. Assuming completion of Building Hl upon Lot 3, KeeTown Loop Plat 2, an Official
Plat, now included and forming a part of the City of Waukee, Dallas County, Iowa, by December 31,
2024, full assessment of Building H1 on January 1, 2025, debt certification to the Auditor by the City
prior to December 1, 2025, the Economic Development Grants for Building H1 shall commence on June
1, 2027, and end on June 1, 2042, pursuant to Section 403.19 of the Urban Renewal Act under the
following formula:
June 1, 2027 85% of Tax Increments for Building H1 for Fiscal Year 26-27
June 1, 2028 85% of Tax Increments for Building H1 for Fiscal Year 27-28
June 1, 2029 85% of Tax Increments for Building H1 for Fiscal Year 28-29
June 1, 2030 85% of Tax Increments for Building H1 for Fiscal Year 29-30
June 1, 2031 85% of Tax Increments for Building H1 for Fiscal Year 30-31
June 1, 2032 85% of Tax Increments for Building H1 for Fiscal Year 31-32
June 1, 2033 85% of Tax Increments for Building H1 for Fiscal Year 32-33
June 1, 2034 85% of Tax Increments for Building H1 for Fiscal Year 33-34
June 1, 2035 85% of Tax Increments for Building H1 for Fiscal Year 34-35
June 1, 2036 85% of Tax Increments for Building H1 for Fiscal Year 35-36
June 1, 2037 85% of Tax Increments for Building H1 for Fiscal Year 36-37
June 1, 2038 85% of Tax Increments for Building H1 for Fiscal Year 37-38
June 1, 2039 85% of Tax Increments for Building H1 for Fiscal Year 38-39
June 1, 2040 85% of Tax Increments for Building H1 for Fiscal Year 39-40
June 1, 2041 85% of Tax Increments for Building H1 for Fiscal Year 40-41
June 1, 2042 85% of Tax Increments for Building H1 for Fiscal Year 41-42
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Execution Version
iii. Building R1. Assuming completion of Building R1 upon Lot 1, Kee Town Loop Plat 3, an Official
Plat, now included and forming a part of the City of Waukee, Dallas County, Iowa, by December 31,
2024, full assessment of Building R1 on January 1, 2025, debt certification to the Auditor by the City
prior to December 1, 2025, the Economic Development Grants for Building R1 shall commence on June
1, 2027, and end on June 1, 2038, pursuant to Section 403.19 of the Urban Renewal Act under the
following formula:
June 1, 2027 80% of Tax Increments for Building R1 for Fiscal Year 26-27
June 1, 2028 80% of Tax Increments for Building R1 for Fiscal Year 27-28
June 1, 2029 80% of Tax Increments for Building R1 for Fiscal Year 28-29
June 1, 2030 80% of Tax Increments for Building R1 for Fiscal Year 29-30
June 1, 2031 80% of Tax Increments for Building R1 for Fiscal Year 30-31
June 1, 2032 80% of Tax Increments for Building R1 for Fiscal Year 31-32
June 1, 2033 80% of Tax Increments for Building R1 for Fiscal Year 32-33
June 1, 2034 80% of Tax Increments for Building R1 for Fiscal Year 33-34
June 1, 2035 80% of Tax Increments for Building R1 for Fiscal Year 34-35
June 1, 2036 80% of Tax Increments for Building R1 for Fiscal Year 35-36
June 1, 2037 80% of Tax Increments for Building R1 for Fiscal Year 36-37
June 1, 2038 80% of Tax Increments for Building R1 for Fiscal Year 37-38
iv. Building R2. Assuming completion of Building R2 upon Lot 3, KeeTown Loop Plat 5, an Official
Plat, now included and forming a part of the City of Waukee, Dallas County, Iowa, by December 31,
2027, full assessment of Building R2 on January 1, 2028, debt certification to the Auditor by the City
prior to December 1, 2028, the Economic Development Grants for Building R2 shall commence on June
1, 2030, and end on June 1, 2041, pursuant to Section 403.19 of the Urban Renewal Act under the
following formula:
June 1, 2030 80% of Tax Increments for Building R2 for Fiscal Year 29-30
June 1, 2031 80% of Tax Increments for Building R2 for Fiscal Year 30-31
June 1, 2032 80% of Tax Increments for Building R2 for Fiscal Year 31-32
June 1, 2033 80% of Tax Increments for Building R2 for Fiscal Year 32-33
June 1, 2034 80% of Tax Increments for Building R2 for Fiscal Year 33-34
June 1, 2035 80% of Tax Increments for Building R2 for Fiscal Year 34-35
June 1, 2036 80% of Tax Increments for Building R2 for Fiscal Year 35-36
June 1, 2037 80% of Tax Increments for Building R2 for Fiscal Year 36-37
June 1, 2038 80% of Tax Increments for Building R2 for Fiscal Year 37-38
June 1, 2039 80% of Tax Increments for Building R2 for Fiscal Year 38-39
June 1, 2040 80% of Tax Increments for Building R2 for Fiscal Year 39-40
June 1, 2041 80% of Tax Increments for Building R2 for Fiscal Year 40-41
v. Building F5. Assuming completion of Building F5 upon Lot 2, Kee Town Loop Plat 3, an Official
Plat, now included and forming a part of the City of Waukee, Dallas County, Iowa, by December 31,
2024, full assessment of Building F5 on January 1, 2025, debt certification to the Auditor by the City
prior to December 1, 2025, the Economic Development Grants for Building F5 shall commence on June
1, 2027, and end on June 1, 2038, pursuant to Section 403.19 of the Urban Renewal Act under the
following formula:
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Execution Version
June 1, 2027 80% of Tax Increments for Building F5 for Fiscal Year 26-27
June 1, 2028 80% of Tax Increments for Building F5 for Fiscal Year 27-28
June 1, 2029 80% of Tax Increments for Building F5 for Fiscal Year 28-29
June 1, 2030 80% of Tax Increments for Building F5 for Fiscal Year 29-30
June 1, 2031 80% of Tax Increments for Building F5 for Fiscal Year 30-31
June 1, 2032 80% of Tax Increments for Building F5 for Fiscal Year 31-32
June 1, 2033 80% of Tax Increments for Building F5 for Fiscal Year 32-33
June 1, 2034 80% of Tax Increments for Building F5 for Fiscal Year 33-34
June 1, 2035 80% of Tax Increments for Building F5 for Fiscal Year 34-35
June 1, 2036 80% of Tax Increments for Building F5 for Fiscal Year 35-36
June 1, 2037 80% of Tax Increments for Building F5 for Fiscal Year 36-37
June 1, 2038 80% of Tax Increments for Building F5 for Fiscal Year 37-38
vi. Event Parking or “EP”. Assuming completion of EP upon Lots 11 and 15, Kee Town Loop Plat
1; Lot 2, KeeTown Loop Plat 2; and Lot 2, KeeTown Loop Plat 5, each an Official Plat, now included
and forming a part of the City of Waukee, Dallas County, Iowa, by December 31, 202 3, full assessment
of EP on January 1, 2024, debt certification to the Auditor by the City prior to December 1, 2024, the
Economic Development Grants for EP shall commence on June 1, 2026, and end on June 1, 2037,
pursuant to Section 403.19 of the Urban Renewal Act under the following formula:
June 1, 2026 95% of Tax Increments for EP for Fiscal Year 25-26
June 1, 2027 95% of Tax Increments for EP for Fiscal Year 26-27
June 1, 2028 95% of Tax Increments for EP for Fiscal Year 27-28
June 1, 2029 95% of Tax Increments for EP for Fiscal Year 28-29
June 1, 2030 95% of Tax Increments for EP for Fiscal Year 29-30
June 1, 2031 95% of Tax Increments for EP for Fiscal Year 30-31
June 1, 2032 95% of Tax Increments for EP for Fiscal Year 31-32
June 1, 2033 95% of Tax Increments for EP for Fiscal Year 32-33
June 1, 2034 95% of Tax Increments for EP for Fiscal Year 33-34
June 1, 2035 95% of Tax Increments for EP for Fiscal Year 34-35
June 1, 2036 95% of Tax Increments for EP for Fiscal Year 35-36
June 1, 2037 95% of Tax Increments for EP for Fiscal Year 36-37
vii. Building F1. Assuming completion of Building Fl upon Lot 2, KeeTown Loop Plat 1, an Official
Plat, now included and forming a part of the City of Waukee, Dallas County, Iowa, by December 31,
2024, full assessment of Building F1 on January 1, 2025, debt certification to the Auditor by the City
prior to December 1, 2025, the Economic Development Grants for Building F1 shall commence on June
1, 2027, and end on June 1, 2038, pursuant to Section 403.19 of the Urban Renewal Act under the
following formula:
June 1, 2027 80% of Tax Increments for Building F1 for Fiscal Year 26-27
June 1, 2028 80% of Tax Increments for Building F1 for Fiscal Year 27-28
June 1, 2029 80% of Tax Increments for Building F1 for Fiscal Year 28-29
June 1, 2030 80% of Tax Increments for Building F1 for Fiscal Year 29-30
June 1, 2031 80% of Tax Increments for Building F1 for Fiscal Year 30-31
June 1, 2032 80% of Tax Increments for Building F1 for Fiscal Year 31-32
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June 1, 2033 80% of Tax Increments for Building F1 for Fiscal Year 32-33
June 1, 2034 80% of Tax Increments for Building F1 for Fiscal Year 33-34
June 1, 2035 80% of Tax Increments for Building F1 for Fiscal Year 34-35
June 1, 2036 80% of Tax Increments for Building F1 for Fiscal Year 35-36
June 1, 2037 80% of Tax Increments for Building F1 for Fiscal Year 36-37
June 1, 2038 80% of Tax Increments for Building F1 for Fiscal Year 37-38
viii. Building F2. Assuming completion of Building F2 upon Lot 8, KeeTown Loop Plat 1, an Official
Plat, now included and forming a part of the City of Waukee, Dallas County, Iowa, by December 31,
2028, full assessment of Building F2 on January 1, 2029, debt certification to the Auditor by the City
prior to December 1, 2029, the Economic Development Grants for Building F2 shall commence on June
1, 2031, and end on June 1, 2042, pursuant to Section 403.19 of the Urban Renewal Act under the
following formula:
June 1, 2031 80% of Tax Increments for Building F2 for Fiscal Year 30-31
June 1, 2032 80% of Tax Increments for Building F2 for Fiscal Year 31-32
June 1, 2033 80% of Tax Increments for Building F2 for Fiscal Year 32-33
June 1, 2034 80% of Tax Increments for Building F2 for Fiscal Year 33-34
June 1, 2035 80% of Tax Increments for Building F2 for Fiscal Year 34-35
June 1, 2036 80% of Tax Increments for Building F2 for Fiscal Year 35-36
June 1, 2037 80% of Tax Increments for Building F2 for Fiscal Year 36-37
June 1, 2038 80% of Tax Increments for Building F2 for Fiscal Year 37-38
June 1, 2039 80% of Tax Increments for Building F2 for Fiscal Year 38-39
June 1, 2040 80% of Tax Increments for Building F2 for Fiscal Year 39-40
June 1, 2041 80% of Tax Increments for Building F2 for Fiscal Year 40-41
June 1, 2042 80% of Tax Increments for Building F2 for Fiscal Year 41-42
ix. Building F3. Assuming completion of Building F3 upon Lot 13, Kee Town Loop Plat 1, an
Official Plat, now included and forming a part of the City of Waukee, Dallas County, Iowa, by December
31, 2025, full assessment of Building F3 on January 1, 2026, debt certification to the Auditor by the City
prior to December 1, 2026, the Economic Development Grants for Building F3 shall commence on June
1, 2028, and end on June 1, 2039, pursuant to Section 403.19 of the Urban Renewal Act under the
following formula:
June 1, 2028 80% of Tax Increments for Building F3 for Fiscal Year 27-28
June 1, 2029 80% of Tax Increments for Building F3 for Fiscal Year 28-29
June 1, 2030 80% of Tax Increments for Building F3 for Fiscal Year 29-30
June 1, 2031 80% of Tax Increments for Building F3 for Fiscal Year 30-31
June 1, 2032 80% of Tax Increments for Building F3 for Fiscal Year 31-32
June 1, 2033 80% of Tax Increments for Building F3 for Fiscal Year 32-33
June 1, 2034 80% of Tax Increments for Building F3 for Fiscal Year 33-34
June 1, 2035 80% of Tax Increments for Building F3 for Fiscal Year 34-35
June 1, 2036 80% of Tax Increments for Building F3 for Fiscal Year 35-36
June 1, 2037 80% of Tax Increments for Building F3 for Fiscal Year 36-37
June 1, 2038 80% of Tax Increments for Building F3 for Fiscal Year 37-38
June 1, 2039 80% of Tax Increments for Building F3 for Fiscal Year 38-39
9
Execution Version
x. Building F4. Assuming completion of Building F4 upon Lot 8, KeeTown Loop Plat 4, an Official
Plat, now included and forming a part of the City of Waukee, Dallas County, Iowa, by December 31,
2026, full assessment of Building F4 on January 1, 2027. debt certification to the Auditor by the City
prior to December I, 2027, the Economic Development Grants for Building F4 shall commence on June
1, 2029, and end on June 1, 2040, pursuant to Section 403.19 of the Urban Renewal Act under the
following formula:
June 1, 2029 80% of Tax Increments for Building F4 for Fiscal Year 28-29
June 1, 2030 80% of Tax Increments for Building F4 for Fiscal Year 29-30
June 1, 2031 80% of Tax Increments for Building F4 for Fiscal Year 30-31
June 1, 2032 80% of Tax Increments for Building F4 for Fiscal Year 31-32
June 1, 2033 80% of Tax Increments for Building F4 for Fiscal Year 32-33
June 1, 2034 80% of Tax Increments for Building F4 for Fiscal Year 33-34
June 1, 2035 80% of Tax Increments for Building F4 for Fiscal Year 34-35
June 1, 2036 80% of Tax Increments for Building F4 for Fiscal Year 35-36
June 1, 2037 80% of Tax Increments for Building F4 for Fiscal Year 36-37
June 1, 2038 80% of Tax Increments for Building F4 for Fiscal Year 37-38
June 1, 2039 80% of Tax Increments for Building F4 for Fiscal Year 38-39
June 1, 2040 80% of Tax Increments for Building F4 for Fiscal Year 39-40
xi. Building R6. Assuming completion of Building R6 upon Lot 6, KeeTown Loop Plat 4. an Official
Plat, now included and forming a part of the City of Waukee, Dallas County, Iowa, by December 31,
2028, full assessment of Building R6 on January 1, 2029, debt certification to the Auditor by the City
prior to December 1, 2029, the Economic Development Grants for Building R6 shall commence on June
1, 2031, and end on June 1, 2042, pursuant to Section 403.19 of the Urban Renewal Act under the
following formula:
June 1, 2031 80% of Tax Increments for Building R6 for Fiscal Year 30-31
June 1, 2032 80% of Tax Increments for Building R6 for Fiscal Year 31-32
June 1, 2033 80% of Tax Increments for Building R6 for Fiscal Year 32-33
June 1, 2034 80% of Tax Increments for Building R6 for Fiscal Year 33-34
June 1, 2035 80% of Tax Increments for Building R6 for Fiscal Year 34-35
June 1, 2036 80% of Tax Increments for Building R6 for Fiscal Year 35-36
June 1, 2037 80% of Tax Increments for Building R6 for Fiscal Year 36-37
June 1, 2038 80% of Tax Increments for Building R6 for Fiscal Year 37-38
June 1, 2039 80% of Tax Increments for Building R6 for Fiscal Year 38-39
June 1, 2040 80% of Tax Increments for Building R6 for Fiscal Year 39-40
June 1, 2041 80% of Tax Increments for Building R6 for Fiscal Year 40-41
June 1, 2042 80% of Tax Increments for Building R6 for Fiscal Year 41-42
xii. Building R7. Assuming completion of Building R7 upon Lot 7, KeeTown Loop Plat 4, an Official
Plat, now included and forming a part of the City of Waukee, Dallas County, Iowa, by December 31,
2029, full assessment of Building R 7 on January 1, 2030, debt certification to the Auditor by the City
prior to December 1, 2030 the Economic Development Grants for Building R7 shall commence on June
1, 2032, and end on June 1, 2043, pursuant to Section 403.19 of the Urban Renewal Act under the
following formula:
10
Execution Version
June 1, 2032 80% of Tax Increments for Building R7 for Fiscal Year 31-32
June 1, 2033 80% of Tax Increments for Building R7 for Fiscal Year 32-33
June 1, 2034 80% of Tax Increments for Building R7 for Fiscal Year 33-34
June 1, 2035 80% of Tax Increments for Building R7 for Fiscal Year 34-35
June 1, 2036 80% of Tax Increments for Building R7 for Fiscal Year 35-36
June 1, 2037 80% of Tax Increments for Building R7 for Fiscal Year 36-37
June 1, 2038 80% of Tax Increments for Building R7 for Fiscal Year 37-38
June 1, 2039 80% of Tax Increments for Building R7 for Fiscal Year 38-39
June 1, 2040 80% of Tax Increments for Building R7 for Fiscal Year 39-40
June 1, 2041 80% of Tax Increments for Building R7 for Fiscal Year 40-41
June 1, 2042 80% of Tax Increments for Building R7 for Fiscal Year 41-42
June 1, 2043 80% of Tax Increments for Building R7 for Fiscal Year 42-43
xiii. Building H2. Assuming completion of Building H2 upon Lot 1, KeeTown Loop Plat 6, an Official
Plat, now included and forming a part of the City of Waukee, Dallas County, Iowa, by December 31,
2029, full assessment of Building H2 on January 1, 2030, debt certification to the Auditor by the City
prior to December 1, 2030, the Economic Development Grants for Building H2 shall commence on June
1, 2032, and end on June 1, 2045, pursuant to Section 403.19 of the Urban Renewal Act under the
following formula:
June 1, 2032 85% of Tax Increments for Building H2 for Fiscal Year 31-32
June 1, 2033 85% of Tax Increments for Building H2 for Fiscal Year 32-33
June 1, 2034 85% of Tax Increments for Building H2 for Fiscal Year 33-34
June 1, 2035 85% of Tax Increments for Building H2 for Fiscal Year 34-35
June 1, 2036 85% of Tax Increments for Building H2 for Fiscal Year 35-36
June 1, 2037 85% of Tax Increments for Building H2 for Fiscal Year 36-37
June 1, 2038 85% of Tax Increments for Building H2 for Fiscal Year 37-38
June 1, 2039 85% of Tax Increments for Building H2 for Fiscal Year 38-39
June 1, 2040 85% of Tax Increments for Building H2 for Fiscal Year 39-40
June 1, 2041 85% of Tax Increments for Building H2 for Fiscal Year 40-41
June 1, 2042 85% of Tax Increments for Building H2 for Fiscal Year 41-42
June 1, 2043 85% of Tax Increments for Building H2 for Fiscal Year 42-43
June 1, 2044 85% of Tax Increments for Building H2 for Fiscal Year 43-44
June 1, 2045 85% of Tax Increments for Building H2 for Fiscal Year 44-45
xiv. Building F6. Assuming completion of Building F6 upon Lot 1, KeeTown Loop Plat 5, an Official
Plat, now included in and forming a part of the City of Waukee, Dallas County, Iowa, by December 31,
2029, full assessment of Building F1 on January 1, 2030, that certification by the Auditor by the City
prior to December 1, 2030, the Economic Development Grants for Building F6 shall commence on June
1, 2032 and end on June 1, 2043, pursuant to Section 403.19 of the Urban Renewal Act under the
following formula:
June 1, 2032 80% of Tax Increments for Building F6 for Fiscal Year 31-32
June 1, 2033 80% of Tax Increments for Building F6 for Fiscal Year 32-33
June 1, 2034 80% of Tax Increments for Building F6 for Fiscal Year 33-34
June 1, 2035 80% of Tax Increments for Building F6 for Fiscal Year 34-35
11
Execution Version
June 1, 2036 80% of Tax Increments for Building F6 for Fiscal Year 35-36
June 1, 2037 80% of Tax Increments for Building F6 for Fiscal Year 36-37
June 1, 2038 80% of Tax Increments for Building F6 for Fiscal Year 37-38
June 1, 2039 80% of Tax Increments for Building F6 for Fiscal Year 38-39
June 1, 2040 80% of Tax Increments for Building F6 for Fiscal Year 39-40
June 1, 2041 80% of Tax Increments for Building F6 for Fiscal Year 40-41
June 1, 2042 80% of Tax Increments for Building F6 for Fiscal Year 41-42
June 1, 2043 80% of Tax Increments for Building F6 for Fiscal Year 42-43
xv. Building F7. Assuming completion of Building F7 upon Lot 2, KeeTown Loop Plat 6, an Official
Plat, now included in and forming a part of the City of Waukee, Dallas County, Iowa, by December 31,
2029, full assessment of Building F1 on January 1, 2030, that certification by the Auditor by the City
prior to December 1, 2030, the Economic Development Grants for Building F7 shall commence on June
1, 2032 and end on June 1, 2043, pursuant to Section 403.19 of the Urban Renewal Act under the
following formula:
June 1, 2032 80% of Tax Increments for Building F7 for Fiscal Year 31-32
June 1, 2033 80% of Tax Increments for Building F7 for Fiscal Year 32-33
June 1, 2034 80% of Tax Increments for Building F7 for Fiscal Year 33-34
June 1, 2035 80% of Tax Increments for Building F7 for Fiscal Year 34-35
June 1, 2036 80% of Tax Increments for Building F7 for Fiscal Year 35-36
June 1, 2037 80% of Tax Increments for Building F7 for Fiscal Year 36-37
June 1, 2038 80% of Tax Increments for Building F7 for Fiscal Year 37-38
June 1, 2039 80% of Tax Increments for Building F7 for Fiscal Year 38-39
June 1, 2040 80% of Tax Increments for Building F7 for Fiscal Year 39-40
June 1, 2041 80% of Tax Increments for Building F7 for Fiscal Year 40-41
June 1, 2042 80% of Tax Increments for Building F7 for Fiscal Year 41-42
June 1, 2043 80% of Tax Increments for Building F7 for Fiscal Year 42-43
xvi. Surface Parking “SP”. Assuming completion of SP upon Outlot W, KeeTown Loop Plat 4, an
Official Plat, now included and forming a part of the City of Waukee, Dallas County, Iowa, by December
31, 2023, full assessment of SP on January 1, 2024, debt certification to the Auditor by the City prior to
December 1, 2024, the Economic Development Grants for SP shall commence on June 1, 2026, and end
on June 1, 2037, pursuant to Section 403.19 of the Urban Renewal Act under the following formula:
June 1, 2026 95% of Tax Increments for SP for Fiscal Year 25-26
June 1, 2027 95% of Tax Increments for SP for Fiscal Year 26-27
June 1, 2028 95% of Tax Increments for SP for Fiscal Year 27-28
June 1, 2029 95% of Tax Increments for SP for Fiscal Year 28-29
June 1, 2030 95% of Tax Increments for SP for Fiscal Year 29-30
June 1, 2031 95% of Tax Increments for SP for Fiscal Year 30-31
June 1, 2032 95% of Tax Increments for SP for Fiscal Year 31-32
June 1, 2033 95% of Tax Increments for SP for Fiscal Year 32-33
June 1, 2034 95% of Tax Increments for SP for Fiscal Year 33-34
June 1, 2035 95% of Tax Increments for SP for Fiscal Year 34-35
June 1, 2036 95% of Tax Increments for SP for Fiscal Year 35-36
June 1, 2037 95% of Tax Increments for SP for Fiscal Year 36-37
12
Execution Version
4. Revisions to Exhibit B. To reflect revisions to the completion dates for certain Buildings in the
Project, Exhibit B (including the proposed Site Plan) is deleted in its entirety and replaced with
Exhibit “B” attached hereto.
5. Lienholder Consent and Assessor's Certification . Developer and City agree that this
Amendment shall not be enforceable unless consented to by: (a) any lienholders to the Development
Property pursuant to the Lienholder's Consent attached hereto; (b) any entities with an ownership
interest in any portion of the Development Property pursuant to the Property Owners’ Consents
attached hereto; and (c) the County Assessor pursuant to the Assessor's Certification attached hereto.
6. Agreement to Pay Attorneys' Fees and Expenses. Developer agrees that an amount equal
to the actual costs incurred by the City in connection with the reviewing and execution of this
Amendment, including, but not limited to publication fees for legal notices, actual costs associated
with City Council meetings, and reasonable legal fees of the City associated with the negotiation,
drafting, and authorization of this Amendment shall be paid by Developer within 30 days of
Developer's receipt of an invoice for said costs from the City.
7. No Further Modifications. Except as modified by this Amendment, all covenants,
agreements, terms, and conditions of the Agreement and Minimum Assessment Agreement, First
Amendment, Second Amendment, Third Amendment, Fourth Amendment , Fifth Amendment and
any exhibits thereto, shall remain in full force and effect and are hereby in all respects ratified and
affirmed.
8. Counterparts. This Amendment may be executed in two or more counterparts, each of which
together shall be deemed an original, but all of which together shall constitute one and the same
instrument. In the event that any signature is delivered by facsimile transmission or by e-mail
delivery of a "pdf' format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or "pdf' signature page were an original thereof.
IN WITNESS WHEREOF, the City has caused this Amendment to be duly executed in its name
and behalf by its Mayor and its seal to be hereunto duly affixed and attested by its City Clerk, and the
Developer has caused this Fifth Amendment to be duly executed in its name and behalf by its
authorized representative, all on or as of the day first above written.
[Signatures start on the next page]
13
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 _________________________, 2026, 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 Sixth Amendment – City of Waukee]
14
Execution Version
The QUARTER AT WAUKEE, L.L.C.
Through: Waukee Quarter Holdings, L.L.C.
Its: Sole Member
By: ____________________________________
Harry Coin, President, Waukee Quarter
Holdings, L.L.C.
STATE OF IOWA )
)SS
COUNTY OF DALLAS )
On this _______ day of _________________________, 2026, before me a Notary Public in and
for said State, personally appeared Harry Coin, to me personally known, who, being by me duly sworn, did
say that he is President of Waukee Quarter Holdings, L.L.C., which in turn is the sole member of The
Quarter at Waukee, L.L.C., and that said instrument was signed on behalf of said limited liability company;
and that said officers acknowledged the execution of said instrument to be the voluntary act and deed of
said limited liability company, by him voluntarily executed.
____________________________________
Notary Public in and for the State of Iowa
[Signature Page to Sixth Amendment – The Quarter at Waukee, L.L.C.]
15
Execution Version
PROPERTY OWNER’S CONSENT
The undersigned Property Owner hereby consents to this Amendment and agrees to be bound
hereby.
Property Owner: KTL Venue, L.L.C.
By: ___________________________
Print Name: Harry S. Coin
Title: Manager
Date: _________________
STATE OF IOWA )
)SS
COUNTY OF POLK )
On this __ day of __________, 2026 before me the undersigned, a Notary Public in and for said
County, in said State, personally appeared Harry S. Coin, to me personally known, who, being by me
duly sworn, did say that he is the Manager of KTL Venue, L.L.C., and that said instrument was signed
on behalf of said company, and that he acknowledged the execution of said instrument to be the
voluntary act and deed of said domestic company, by them voluntarily executed.
_____________________________________
Notary Public in and for the State of Iowa
16
Execution Version
PROPERTY OWNER’S CONSENT
The undersigned Property Owner hereby consents to this Amendment and agrees to be bound
hereby.
Property Owner: McDonald’s Real Estate Company
By: ___________________________
Print Name: ____________________
Title: _________________________
Date: _________________________
STATE OF ___ )
)SS
COUNTY OF _____________)
On this __ day of __________, 2026 before me the undersigned, a Notary Public in and for said
County, in said State, personally appeared ______________, to me personally known, who, being by
me duly sworn, did say that he/she is the _________________ of McDonald’s Real Estate Company,
and that said instrument was signed on behalf of said company, and that ___________ acknowledged
the execution of said instrument to be the voluntary act and deed of said domestic company, by them
voluntarily executed.
_____________________________________
Notary Public in and for the State of ________
17
Execution Version
PROPERTY OWNER’S CONSENT
The undersigned Property Owner hereby consents to this Amendment and agrees to be bound
hereby.
Property Owner: Waukee Hotel, LLC
By: ___________________________
Print Name: James Mann
Title: Manager
Date: _________________________
STATE OF ILLINOIS )
)SS
COUNTY OF _____________)
On this __ day of __________, 2026 before me the undersigned, a Notary Public in and for said
County, in said State, personally appeared James Mann, to me personally known, who, being by me
duly sworn, did say that he is the Manager of Waukee Hotel, LLC, and that said instrument was signed
on behalf of said company, and that he acknowledged the execution of said instrument to be the
voluntary act and deed of said domestic company, by them voluntarily executed.
_____________________________________
Notary Public in and for the State of Illinois
18
Execution Version
PROPERTY OWNER’S CONSENT
The undersigned Property Owner hereby consents to this Amendment and agrees to be bound
hereby.
Property Owner: KTL R1 II, LLC
By: ___________________________
Print Name: ____________________
Title: _________________________
Date: _________________________
STATE OF IOWA )
)SS
COUNTY OF _____________)
On this __ day of __________, 2026 before me the undersigned, a Notary Public in and for said
County, in said State, personally appeared ______________, to me personally known, who, being by
me duly sworn, did say that he/she is the _________________ of KTL R1 II, LLC, and that said
instrument was signed on behalf of said company, and that ___________ acknowledged the execution
of said instrument to be the voluntary act and deed of said domestic company, by them voluntarily
executed.
_____________________________________
Notary Public in and for the State of Iowa
19
Execution Version
PROPERTY OWNER’S CONSENT
The undersigned Property Owner hereby consents to this Amendment and agrees to be bound
hereby.
Property Owner: KTL F5 II, LLC
By: ___________________________
Print Name: ____________________
Title: _________________________
Date: _________________________
STATE OF IOWA )
)SS
COUNTY OF _____________)
On this __ day of __________, 2026 before me the undersigned, a Notary Public in and for said
County, in said State, personally appeared ______________, to me personally known, who, being by
me duly sworn, did say that he/she is the _________________ of KTL F5 II, LLC, and that said
instrument was signed on behalf of said company, and that ___________ acknowledged the execution
of said instrument to be the voluntary act and deed of said domestic company, by them voluntarily
executed.
_____________________________________
Notary Public in and for the State of Iowa
20
Execution Version
PROPERTY OWNER’S CONSENT
The undersigned Property Owner hereby consents to this Amendment and agrees to be bound
hereby.
Property Owner: Vibrant Credit Union
By: ___________________________
Print Name: ____________________
Title: _________________________
Date: _________________________
STATE OF ILLINOIS )
)SS
COUNTY OF ROCK ISLAND)
On this __ day of __________, 2026 before me the undersigned, a Notary Public in and for said
County, in said State, personally appeared ______________, to me personally known, who, being by
me duly sworn, did say that he/she is the _________________ of Vibrant Credit Union, and that said
instrument was signed on behalf of said company, and that ___________ acknowledged the execution
of said instrument to be the voluntary act and deed of said domestic company, by them voluntarily
executed.
_____________________________________
Notary Public in and for the State of Illinois
21
Execution Version
PROPERTY OWNER’S CONSENT
The undersigned Property Owner hereby consents to this Amendment and agrees to be bound
hereby.
Property Owner: KeeTown Holdings LLC
By: ___________________________
Print Name: ____________________
Title: _________________________
Date: _________________________
STATE OF IOWA )
)SS
COUNTY OF _____________)
On this __ day of __________, 2026 before me the undersigned, a Notary Public in and for said
County, in said State, personally appeared ______________, to me personally known, who, being by
me duly sworn, did say that he/she is the _________________ of KeeTown Holdings LLC, and that
said instrument was signed on behalf of said company, and that ___________ acknowledged the
execution of said instrument to be the voluntary act and deed of said domestic company, by them
voluntarily executed.
_____________________________________
Notary Public in and for the State of Iowa
22
Execution Version
PROPERTY OWNER’S CONSENT
The undersigned Property Owner hereby consents to this Amendment and agrees to be bound
hereby.
Property Owner: KTL F4, LLC
_________________________________
By: ______________________________
Title: Manager
STATE OF IOWA )
)SS
COUNTY OF _____________)
On this __ day of __________, 2026 before me the undersigned, a Notary Public in and for said
County, in said State, personally appeared ______________, to me personally known, who, being by
me duly sworn, did say that he/she is the _________________ of KTL F4, LLC, and that said instrument
was signed on behalf of said company, and that ___________ acknowledged the execution of said
instrument to be the voluntary act and deed of said domestic company, by them voluntarily executed.
_____________________________________
Notary Public in and for the State of Iowa
23
Execution Version
LIENHOLDER’S CONSENT
The undersigned Lienholder hereby consents to this Amendment and agrees to be bound hereby.
Lienholder: Vibrant Credit Union
By:_____________________________________________
Print Name:______________________________________
Title:____________________________________________
Date:____________________________________________
STATE OF ILLINOIS )
)SS
COUNTY OF ROCK ISLAND )
On this _______ day of _____________________, 2026 before me the undersigned, a Notary
Public in and for said County, in said State, personally appeared ____________________, to me
personally known, who, being by me duly sworn, did say that he/she is
the_________________________ of Vibrant Credit Union, and that said instrument was signed on
behalf of said company, and that ________________________ acknowledged the execution of said
instrument to be the voluntary act and deed of said domestic company, by them voluntarily executed.
____________________________________
Notary Public in and for the State of Illinois
24
Execution Version
LIENHOLDER’S CONSENT
The undersigned Lienholder hereby consents to this Amendment and agrees to be bound hereby.
Lienholder: GreenLake Real Estate Finance LLC
By:_____________________________________________
Print Name:______________________________________
Title:____________________________________________
Date:____________________________________________
STATE OF _________ )
)SS
COUNTY OF _____________)
On this _______ day of _____________________, 2026 before me the undersigned, a Notary
Public in and for said County, in said State, personally appeared ____________________, to me
personally known, who, being by me duly sworn, did say that he/she is
the_________________________ of GreenLake Real Estate Finance LLC, and that said instrument was
signed on behalf of said company, and that ________________________ acknowledged the execution
of said instrument to be the voluntary act and deed of said domestic company, by them voluntarily
executed.
____________________________________
Notary Public in and for the State of ______
25
Execution Version
LIENHOLDER’S CONSENT
The undersigned Lienholder hereby consents to this Amendment and agrees to be bound hereby.
Lienholder: First Citizens Bank
By:_____________________________________________
Print Name:______________________________________
Title:____________________________________________
Date:____________________________________________
STATE OF IOWA )
)SS
COUNTY OF CERRO GORDO)
On this _______ day of _____________________, 2026 before me the undersigned, a Notary
Public in and for said County, in said State, personally appeared ____________________, to me
personally known, who, being by me duly sworn, did say that he/she is
the_________________________ of First Citizens Bank, and that said instrument was signed on behalf
of said company, and that ________________________ acknowledged the execution of said instrument
to be the voluntary act and deed of said domestic company, by them voluntarily executed.
____________________________________
Notary Public in and for the State of Iowa
26
Execution Version
LIENHOLDER’S CONSENT
The undersigned Lienholder hereby consents to this Amendment and agrees to be bound hereby.
Lienholder: Community State Bank
By:_____________________________________________
Print Name:______________________________________
Title:____________________________________________
Date:____________________________________________
STATE OF ILLINOIS )
)SS
COUNTY OF HENRY )
On this _______ day of _____________________, 2026 before me the undersigned, a Notary
Public in and for said County, in said State, personally appeared ____________________, to me
personally known, who, being by me duly sworn, did say that he/she is
the_________________________ of Community State Bank, and that said instrument was signed on
behalf of said company, and that ________________________ acknowledged the execution of said
instrument to be the voluntary act and deed of said domestic company, by them voluntarily executed.
____________________________________
Notary Public in and for the State of Illinois
27
Execution Version
CERTIFICATION OF ASSESSOR TO SIXTH AMENDMENT TO MINIMUM ASSESSMENT
AGREEMENT
The undersigned, having reviewed the plans and specifications for the Minimum Improvements
to be constructed and the market value assigned to the land upon which the Minimum Improvements
are constructed, and being of the opinion that the minimum market val ues contained in the Minimum
Assessment Agreement as amended by this Sixth Amendment appear reasonable, hereby certifies as
follows: The undersigned Assessor, being legally responsible for the assessment of the Development
Property described in the Minimum Assessment Agreement, certifies that the actual values assigned to
the Buildings on the Development Property upon completion, but no later than the dates set forth in the
chart below, shall be fixed for assessment purposes (building value only) at no less than the values set
forth below until the until the earlier of (a) the Assessment Termination Date for each Building set forth
below; or (b) the date upon which the Agreement is terminated by the City with respect that Building
under Section 7.2(c) or Section 9.2(b) of the Agreement:
Building Parcel Legal
Description
Minimum
Actual Value
(AFTER
rollback)
To Be Assessed
Upon
Completion But
No Later Than
the Following
Date
Assessment
Termination Date
Building V1 Lot 10, KeeTown
Loop Plat 1
$28,500,000.00 January 1 , 2024 December 31,
2044
Building H1 Lot 3 , KeeTown
Loop Plat 2
$17,500,000.00 January 1 , 2025 December 31,
2041
Building R1 Lot 1, KeeTown
Loop Plat 3
$2,000,000.00 January 1, 2025 December 31,
2037
Building R2 Lot 3, KeeTown
Loop Plat 5
$5,875,000.00 January 1, 2028 December 31,
2040
Event
Parking
Lot 2, KeeTown
Loop Plat 2; Lot 11,
KeeTown Loop Plat
1, Lot 15; KeeTown
Loop Plat 1; Lot 2,
KeeTown Loop Plat
5
$7,000,000.00 January 1, 2024 December 31,
2036
Building F1 Lot 2, KeeTown
Loop Plat 1
$2,100,000.00 January 1, 2025 December 31,
2037
Building F2 Lot 8, KeeTown
Loop Plat 1
$2,100.000.00 January 1, 2029 December 31,
2041
Building F3 Lot 13, KeeTown
Loop Plat 1
$5,000,000.00 January 1, 2026 December 31,
2038
Building F4 Lot 8, KeeTown
Loop Plat 4
$1,350,000.00 January 1, 2027 December 31,
2039
28
Execution Version
Building F5 Lot 2, KeeTown
Loop Plat 3
$1,000,000.00 January 1, 2025 December 31,
2037
Building R6 Lot 6, KeeTown
Loop Plat 4
$2,000,000.00 January 1, 2029 December 31,
2041
Building R7 Lot 7, KeeTown
Loop Plat 4
$6,000,000.00 January 1, 2030 December 31,
2042
Building F6 Lot 1, KeeTown
Loop Plat 5
$4,750,000.00 January 1, 2030 December 31,
2042
Building F7 Lot 2, KeeTown
Loop Plat 6
$4,850,000.00 January 1, 2030 December 31,
2042
Building H2 Lot 1, KeeTown
Loop Plat 6
$25,000,000.00 January 1, 2030 December 31,
2044
Surface
Parking
Outlot W, KeeTown
Loop Plat 4
$1,000,000.00 January 1, 2024 December 31,
2036
The Minimum Actual Values are the values AFTER rollback, using the rollback percentage
available at the time of each annual assessment.
[Assessor's Signature Page Follows]
29
Execution Version
_____________________________
Assessor for Dallas County, Iowa
Date: _________________________
STATE OF IOWA )
)SS
COUNTY OF DALLAS )
Subscribed and sworn to before me by __________________________, Assessor for Dallas
County, Iowa.
____________________________________
Notary Public in and for the State of Iowa
Date: _______________________________
[Assessor’s Signature Page to Certification of Assessor]
30
Execution Version
EXHIBIT B
MINIMUM IMPROVEMENTS
Minimum Improvements shall mean an entertainment district Developer shall cause to be constructed on
the Development Property for commercial/retail use and related site improvements, as depicted in the
proposed site plans below, and comprised of the following structures to be completed by the deadlines
noted below:
Building V1 - Upon Lot 10, Kee Town Loop Plat 1, an Official Plat, now included and forming a part of
the City of Waukee, Dallas County, Iowa, an indoor live entertainment venue, approximately 57,579 total
square feet. Valued at $28,500,000. Completed by December 31, 2023.
Building H1- Upon Lot 3, KeeTown Loop Plat 2, an Official Plat, now included and forming a part of the
City of Waukee, Dallas County, Iowa, a hotel, 4 floors, approximately 68,034 total square feet. Valued at
$17,500,000. Completed by December 31, 2024.
Building R1 - Upon Lot 1, Kee Town Loop Plat 3, an Official Plat, now included and forming a part of the
City of Waukee, Dallas County, Iowa, a retail building, 1 floor, approximately 9,500 total square feet.
Valued at $2,000,000. Completed by December 31, 2024.
Building R2 - Upon Lot 3, KeeTown Loop Plat 5, an Official Plat, now included and forming a part of the
City of Waukee, Dallas County, Iowa, a retail building, 1 floor, approximately 5,800 total square feet.
Valued at $5,875,000. Completed by December 31, 2027.
Building F5 - Upon Lot 2, KeeTown Loop Plat 3, an Official Plat, now included and forming a part of the
City of Waukee, Dallas County, Iowa, a retail building, I floor, approximately 2,225 total square feet.
Valued at $1,000,000. Completed by December 31, 2024.
EP- Upon Lot 2, KeeTown Loop Plat 2; Lot 11, KeeTown Loop Plat 1; Lot 15, KeeTown Loop Plat 1; and
Lot 2, KeeTown Loop Plat 5, each an Official Plat, now included in and forming a part of the City of
Waukee, Dallas County, Iowa, event parking of approximately 1204 parking stalls. Valued at $7,000,000.
Completed by December 31, 2023.
SP- Outlot W, KeeTown Loop Plat 4, an Official Plat, now included and forming a part of the City of
Waukee, Dallas County, Iowa, surface parking of approximately 212 parking stalls. Valued at $1,000,000.
Completed by December 31, 2023.
Building F1- Upon Lot 2, Kee Town Loop Plat 1, an Official Plat, now included and forming a part of the
City of Waukee, Dallas County, Iowa, a retail building, 1 floor, approximately 4,597 total square feet.
Valued at $2,100,000. Completed by December 31, 2024.
Building F2 - Upon Lot 8, KeeTown Loop Plat 1, an Official Plat, now included and forming a part of the
City of Waukee, Dallas County, Iowa, a retail building, l floor, approximately 4,500 total square feet.
Valued at $2,100,000. Completed by December 31, 2028.
Building F3 - Upon Lot 13, Kee Town Loop Plat 1, an Official Plat, now included and forming a part of
the City of Waukee, Dallas County, Iowa. a retail building, 1 floor, approximately 5,000 total square feet.
Valued at $5,000,000. Completed by December 31, 2025.
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Execution Version
Building F4 - Upon Lot 8, KeeTown Loop Plat 4, an Official Plat, now included and forming a part of the
City of Waukee, Dallas County, Iowa, a retail building, 1 floor, approximately 4,050 total square feet.
Valued at $1,350,000. Completed by December 31, 2026.
Building F6 – Upon Lot 1, KeeTown Loop Plat 5, an Official Plat, now included in and forming a part of
the City of Waukee, Dallas County, Iowa, a retail building, 1 floor, approximately 8,000 total square feet.
Valued at $4,750,000. Completed by December 31, 2029.
Building F7 – Upon Lot 2, KeeTown Loop Plat 6, an Official Plat, now included in and forming a part of
the City of Waukee, Dallas County, Iowa, a retail building, 1 floor, approximately 20,000 total square feet.
Valued at $4,850,000. Completed by December 31, 2029.
Building R6 - Upon Lot 6, KeeTown Loop Plat 4, an Official Plat, now included and forming a part of the
City of Waukee, Dallas County, Iowa, a retail building, 1 floor, approximately 12,000 total square feet.
Valued at $2,000,000. Completed by December 31, 2028.
Building R7- Upon Lot 7, KeeTown Loop Plat 4, an Official Plat, now included and forming a part of the
City of Waukee, Dallas County, Iowa, a retail building, 1 floor, approximately 30,000 total square feet.
Valued at $6,000,000. Completed by December 31, 2029.
Building H2- Upon Lot 1, KeeTown Loop Plat 6, an Official Plat, now included and forming a part of the
City of Waukee, Dallas County, Iowa, a hotel, 5 floors, approximately 84,354 total square feet. Valued at
$25,000,000. Completed by December 31, 2029.
The taxable valuation of the fully-assessed completed Minimum Improvements shall be at
least $116,025,000 after rollback.
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Execution Version
PROPOSED SITE PLANS FOR MINIMUM IMPROVEMENTS
4921-3335-3615-1\21938-393