HomeMy WebLinkAbout2026-02-17 I01F_02 Partial Assignments _The Quarter at Waukee, KTL F4 LLCAGENDA 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 Partial and Limited Assignment and Assumption of
Agreement for Private Development and Minimum Assessment
Agreement between The Quarter at Waukee, LLC, and KTL F4, LLC
FORMAT:Resolution
SYNOPSIS INCLUDING PRO & CON: The proposed Partial and Limited Assignment
assigns rights, interests, and obligations concerning Lot 8, KeeTown
Loop Plat 4 and Building F4 under the Development Agreement and
Minimum Assessment Agreement between Quarter at Waukee, LLC and
KTL F4, LLC.
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS:
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT:
RECOMMENDATION: Approve the Resolution
ATTACHMENTS: I. Resolution
II. Partial and Limited Assignment and Assumption of Agreement
for Private Development And Minimum Assessment Agreement
PREPARED BY:Jennifer Brown, Economic Development Director
REVIEWED BY:
PUBLIC NOTICE INFORMATION –
NAME OF PUBLICATION:
DATE OF PUBLICATION:
I1F2
RESOLUTION NO. ______
RESOLUTION APPROVING AND AUTHORIZING
EXECUTION OF A PARTIAL AND LIMITED ASSIGNMENT
AND ASSUMPTION OF AGREEMENT FOR PRIVATE
DEVELOPMENT AND MINIMUM ASSESSMENT
AGREEMENT BETWEEN THE QUARTER AT WAUKEE, LLC
AND KTL F4, LLC
WHEREAS, on the 19th day of December, 2022, the City of Waukee, Iowa (the "City") and
The Quarter at Waukee, LLC ("Assignor") entered into an Agreement for Private Development
and a Minimum Assessment Agreement ("Development Agreement") pursuant to which the
Developer agreed to construct certain Minimum Improvements (as that term is defined in the
Development Agreement) on certain property located in The Quarter Commercial Urban Renewal
Area (the "Development Property"), and the City agreed to provide certain incentives to the
Assignor in exchange for Assignor’s obligations under the Development Agreement; and
WHERAS, the Assignee has purchased a portion of the Development Property from
Assignor for purposes of developing Building F4 thereon under the terms and conditions of the
Development Agreement and Minimum Assessment Agreement; and
WHEREAS, the Assignor has requested to transfer its rights, interests, and obligations
under the Development Agreement and Minimum Assessment Agreement to KTL F4, LLC with
respect to Building F4 (the "Assignee"); and
WHEREAS, the Development Agreement and the Minimum Assessment Agreement
require the City’s consent before the Assignor may assign any of its rights, interests, and
obligations under the Development Agreement, and the City is willing to provide such consent to
the proposed assignment, under the terms and conditions set forth in the proposed Partial and
Limited Assignment and Assumption of Agreement for Private Development and Minimum
Assessment Agreement (the "Assignment") now before the Council.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
WAUKEE, IOWA:
Section 1. That the form and content of the Assignment, 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 consent to the Assignment 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 Consent Agreement, the Mayor and the City Clerk are
hereby authorized, empowered and directed to do all such acts and things and to execute all such
documents as may be necessary to carry out and comply with the provisions of the Assignment as
executed.
PASSED AND APPROVED this 17th day of February, 2026.
______________________________________
Mayor
ATTEST:
__________________________________
City Clerk
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Execution Version
PARTIAL AND LIMITED ASSIGNMENT AND ASSUMPTION OF AGREEMENT FOR
PRIVATE DEVELOPMENT AND MINIMUM ASSSESSMENT AGREEMENT
(Building F4)
Recorder’s Cover Sheet
Preparer Information: Joel B. Templeman, 4949 Westown Pkwy., Suite 200, West Des Moines,
IA 50266, 515-243-2100
Taxpayer Information:
KTL F4, LLC, 4215 SW 33rd Street, Des Moines, IA 50321
Return Document To: (name and complete address)
Joel B. Templeman, 4949 Westown Pkwy., Suite 200, West Des Moines, IA 50266
Grantor:
The Quarter at Waukee, L.L.C.
Grantee:
KTL F4, LLC
Legal Description: See Page 2
Document or instrument number of previously recorded documents: Book 2022 Page 25663;
Book 2023 Page 1318; Book 2023 Page 10015; Instrument No. 2024-02564; and Instrument No.
2025-01158
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PARTIAL AND LIMITED ASSIGNMENT AND ASSUMPTION OF AGREEMENT FOR
PRIVATE DEVELOPMENT AND MINIMUM ASSSESSMENT AGREEMENT
(Building F4)
This Partial and Limited Assignment and Assumption of Agreement for Private
Development and Minimum Assessment Agreement (“Assignment”) is made this ___ day of
February, 2026 (“Assignment Date”) by and between The Quarter at Waukee, LLC, an Iowa
limited liability company (“Assignor”), KTL F4, LLC, an Iowa limited liability company
(“Assignee”), and the City of Waukee, Iowa, a municipality (“City”).
RECITALS
WHEREAS, Assignor holds all rights, interest, and title in and to that certain Agreement
for Private Development with the City of Waukee, Iowa, dated effective December 19, 2022, as
amended, a Memorandum of Agreement for which was recorded with the Recorder for Dallas
County, Iowa at Book 2022, Page 25663 (“Development Agreement”), for the development of
certain real property as more particularly set forth in the Development Agreement (“Development
Property”); and
WHEREAS, the parties to the Development Agreement also executed a Minimum
Assessment Agreement, as amended, with respect to the Development Property as a condition of
the Development Agreement and attached to the Development Agreement as Exhibit E, which
Minimum Assessment Agreement was recorded with the Recorder for Dallas County, Iowa at
Book 2022, Page 25664 (“Minimum Assessment Agreement”); and
WHEREAS, the Development Agreement and Minimum Assessment Agreement were
each last amended by that certain Fifth Amendment recorded with the Recorder for Dallas County,
Iowa at Book 2025, Page 01158; and
WHEREAS, the Development Agreement and Minimum Assessment Agreement are
expected to be amended by that certain Sixth Amendment to be executed contemporaneously
herewith (“Sixth Amendment”); and
WHEREAS, Assignee has purchased a portion of the Development Property for
development thereof, to wit: Lot 8, KeeTown Loop Plat 4, an Official Plat, now included and
forming a part of the City of Waukee, Dallas County, Iowa (“Assigned Development Parcel”)
under the terms and conditions of the Development Agreement and Minimum Assessment
Agreement, as may be amended from time to time; and
WHEREAS, Assignee is a valid and existing Iowa limited liability company in good-
standing in accordance with the laws of the State of Iowa; and
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WHEREAS, Assignor desires to assign all of its rights, interests, and obligations
concerning the Assigned Development Parcel under the Development Agreement and Minimum
Assessment Agreement to Assignee; and
WHEREAS, pursuant to the terms and conditions of Article VI of the Development
Agreement and Section 7 of the Minimum Assessment Agreement, the City, must, prior to the
assignment of all, or any portion, of the Development Agreement or Minimum Assessment
Agreement, consent in writing to any such assignment by Assignor to Assignee.
NOW, THEREFORE, in reliance on the foregoing and in consideration of the mutual
covenants, agreements and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
ASSIGNMENT
1. Definitions. All capitalized words used herein and not specifically defined shall
have the same definitions as in the Development Agreement, as amended.
2. Assignment and Assumption. Effective as of the Assignment Date, Assignor
hereby assigns, sells, transfers sets over and delivers unto Assignee, all of Assignor’s estate, title,
right, and interest in and to the Assigned Development Parcel under the Development Agreement,
including receipt of Economic Development Grant payments as described in Section 7.1(a)(x), as
amended, related to the completion and operation of Building F4 to be constructed on the Assigned
Development Parcel, and all of Assignor’s estate, title, right, and interest in and to the Assigned
Development Parcel under the Minimum Assessment Agreement, including tax payment
obligations, respectively; provided, however, the Assignment shall not release or relieve Assignor
of any its obligations, duties, covenants, conditions or liability under the Development Agreement
or Minimum Assessment Agreement to the extent arising or accruing prior to the Assignment Date,
or to the remaining Development Property not subject to this Assignment. Assignee hereby
assumes the performance of all of the terms, covenants, obligations and conditions imposed upon
Assignor with respect to the Assigned Development Parcel and Building F4 under the
Development Agreement and Minimum Assessment Agreement to the extent arising or accruing
from or after the Assignment Date.
3. Representations and Warranties of Assignor.
3.1 Assignor is the holder of the entire interest of the “Developer” under the
Development Agreement and Minimum Assessment Agreement with respect to the Assigned
Development Parcel, and has not previously transferred or assigned any interest in the Assigned
Development Parcel.
3.2 The Development Agreement and Minimum Assessment Agreement, as
previously amended, are in full force and effect.
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Execution Version
3.3 To the actual knowledge of Assignor, no default on the part of Assignor,
and no breach or failure of condition that, with notice or lapse of time or both, would constitute a
default on the part of Assignor, exists under the Development Agreement or Minimum Assessment
Agreement, in whole, or with respect to the Assigned Development Parcel.
3.4 The execution, delivery, and performance by Assignor of this Assignment
(i) will not contravene any legal requirements applicable to Assignor, (ii) will not conflict with,
breach, or contravene any other agreement binding upon Assignor, and (iii) will not result in the
creation or imposition of any liens on any portion of the Development Property, including the
Assigned Development Parcel (except as may be permitted under the terms of the Development
Agreement).
3.5 Prior to the Assignment Date, Assignor has provided the City with notice
of this Assignment and requested from the Assignee any and all appropriate documentation
required by the City in connection with this Assignment.
4. Representations and Warranties of Assignee.
4.1. Assignee is a limited liability company organized under the laws of the State
of Iowa, and by the execution of this Assignment, represents and warrants it has all requisite
corporate authority to enter into the Assignment.
4.2 Assignee has sufficient knowledge, financial commitments, and ability to
carry out the obligations of “Developer” with respect to the Assigned Development Parcel and
Building F4 under the Development Agreement and Minimum Assessment Agreement, and shall
assume all obligations thereof as of the Assignment Date.
4.3 The execution, delivery, and performance by Assignee of this Assignment
(i) will not contravene any legal requirements applicable to Assignee, (ii) will not conflict with,
breach, or contravene any other agreement binding upon Assignee, and (iii) will not result in the
creation or imposition of any liens on any portion of the Development Property, including the
Assigned Development Parcel (except as may be permitted under the terms of the Development
Agreement).
4.4 All of the representations and warranties of “Developer” as set forth in
Section 2.2 (c-m) of the Development Agreement are true and accurate with respect to the Assignee
as the Developer of the Assigned Development Parcel and Building F4 as of the Assignment Date.
4.5 The Assignee hereby consents to the execution of the Sixth Amendment by
the City and Assignor, and Assignee consents to terms of the Minimum Assessment Agreement,
as amended, and agrees to be bound thereby as of the Assignment Date. Assignee represents and
warrants that there are no existing lienholders for the Assigned Development Parcel that have not
signed consents to the Minimum Assessment Agreement and provided those written consents to
the City.
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4.6 Assignee acknowledges and agrees that the Assignor and City may agree to
amendments to the Development Agreement or Minimum Assessment Agreement without
Assignee’s consent, if such amendments do not involve rights and obligations related to the
Assigned Development Parcel or Building F4. Notwithstanding the foregoing, in the event that
Assignee’s written consent is required for any future amendments to the Development Agreement
or Minimum Assessment Agreement, Assignee’s consent shall not be unreasonably withheld.
5. Dispute Costs. In the event of the bringing of any action or suit by Assignor or
Assignee against the other by reason of any breach of any of the covenants, conditions, agreements
or provisions on the part of a party arising out of this Assignment, then in the event the prevailing
party shall be entitled to have and recover from the non-prevailing party all reasonable costs and
expenses of the action or suit, including reasonable attorney’s fees. Any such attorney’s fees and
other expenses incurred in enforcing a judgment in its favor under this Assignment shall be
recoverable separately from, and in addition to, any other amount included in such judgment.
Notwithstanding the foregoing, nothing in this Section shall entitle Assignor or Assignee to
recover attorney fees, costs or expenses from the City for any action seeking to enforce the terms
of the Development Agreement or Minimum Assessment Agreement with respect to the Assigned
Development Parcel.
6. Release. In consideration of the City’s approval and consent to this Assignment,
Assignor acknowledges and agrees that the City shall establish a TIF account in the name of
Assignee for the purpose of deposit of Tax Increments received by the City from the County and
derived from Building F4 (building value only). Assignor hereby forever releases, discharges,
acquits, and agrees to hold harmless the City related to the establishment of a TIF account in the
name of Assignee and for any future payment of any Economic Development Grants in favor of
Assignee related to the Assigned Development Parcel and Building F4, it being specifically
acknowledged by Assignor that upon the Assignment Date, Assignor hereby assigns, sells,
transfers sets over and delivers unto Assignee, all of Assignor’s estate, title, right, and interest in
and to the Assigned Development Parcel under the Development Agreement, including receipt of
the Economic Development Grants described in Section 7.1(a)(x). Assignee’s right to receive any
of the Economic Development Grants for the Building F4 pursuant to the Development Agreement
is wholly contingent upon Assignee’s compliance with and fulfillment of the terms and conditions
of the Development Agreement and Minimum Assessment Agreement with respect to the
Assigned Development Parcel and Building F4, including but not limited to Section 3.3, Section
4.1, and Article V. In no case will Assignee’s rights under the Development Agreement be greater
than Assignor’s rights would have been had this Assignment not occurred. For purposes of serving
notices or demands under Section 10.2 of the Development Agreement, notices or demands shall
be addressed or personally delivered to:
KTL F4, LLC
Attn: Dan Kruse
4215 SW 33rd Street
Des Moines, IA 50321
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Execution Version
7. Counterparts. This Assignment may be executed in counterparts, each of which
shall be deemed an original, and all of which shall taken together be deemed one in the same
instrument.
8. Survival. This Assignment and the provisions hereof shall inure to the benefit of
and binding upon the parties to the Assignment and their respective successors, heirs, and
permitted assigns.
9. No Third Party Beneficiaries. Except as otherwise expressly set forth herein,
Assignor and Assignee do not intend, and this Assignment shall not be construed, to create a third-
party beneficiary status or interest in, nor give any third-party beneficiary rights or remedies to,
any other person or entity not a party to this Assignment, subject only to the rights of lenders as
security for financing the construction of Building F4 as otherwise permitted under the
Development Agreement.
10. Further Assurances. Each party hereto hereby covenants that it will, at any time
and from time to time upon written request therefore, execute and deliver to the other party and its
successors, nominees or assigns, such documents as such other party may reasonably request in
order to fully consummate the transactions contemplated by this Assignment.
11. Governing Law. This Assignment shall be governed by, interpreted under, and
construed and enforceable in accordance with the laws of the State of Iowa, without regard to its
conflicts of laws principles.
12. Severability. In case any one or more of the provisions of this Assignment is for
any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or
unenforceability will not affect any other provision of this Assignment, and such invalid, illegal,
or unenforceable provision will be reformed and construed so that it will be valid, legal, and
enforceable to the maximum extent permitted by law and still be consistent with the intentions of
the parties hereto.
IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this
Assignment as of the day and year first written above.
[Rest of page left intentionally blank. Signatures to follow.]
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Execution Version
ASSIGNOR:
THE QUARTER AT WAUKEE, L.L.C
Through: Waukee Quarter Holdings, L.L.C.
Its: Sole Member
By: ________________________________
Harry S. Coin, President, Waukee Quarter Holdings, L.L.C.
STATE OF IOWA )
COUNTY OF POLK )
On this ___ day of January, 2026 before me the undersigned, a Notary Public in and for
said State, personally appeared Harry S. 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 the 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, State of Iowa
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Execution Version
ASSIGNEE:
KTL F4, LLC
_________________________________
By: ______________________________
Title: Manager
STATE OF IOWA
COUNTY OF __________
The foregoing instrument was acknowledged before me this ___ day of January, 2026, by
__________, as Manager of KTL F4, LLC, an Iowa limited liability company, on behalf of said
company.
_______________________________
Notary Public, State of Iowa
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Execution Version
Approved and Consented to:
(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
4913-7483-9951-1\21938-393