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Home My WebLink About2021-09-07-J01zBB Partial Assignment of Obligations_Temple Holdings LP, Courtyards at Park Side LLCAGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: September 7, 2021 AGENDA ITEM:Consideration of approval of a resolution to approve Partial Assignment of Obligations under Supplemental Developer’s Agreement [Temple Holdings, L.P. and Courtyards at Park Side LLC] FORMAT:Resolution SYNOPSIS INCLUDING PRO & CON: The City of Waukee and Temple Holdings LP entered into a Developer’s Agreement and a Supplemental Developer’s Agreement setting forth the requirements and obligations each party is responsible for completing of the NW Douglas Pkwy project from NW 10th St to NW 2nd St. The Courtyards at Park Side has purchased a portion of the Temple Holdings LP property and with the purchase have agreed to accept a portion of Temple’s obligations arising under the Supplemental Developer’s Agreement. Specifically, Courtyards will be responsible for one-half the obligation to reimburse the City for undertaking the Temple improvements for NW Douglas Pkwy, as described in the Developer’s Agreement and the Supplemental Developer’s Agreement. FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: Temple Holdings L.P. and Courtyards at Park Side LLC are each to reimburse the City of Waukee $315,363.70. COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: RECOMMENDATION: Staff recommends approval of the resolution. ATTACHMENTS: I. Resolution II. Partial Assignment of Obligations under Supplemental Developer’s Agreement PREPARED BY: Beth Richardson REVIEWED BY: Rudy Koester RK PUBLIC NOTICE INFORMATION – NAME OF PUBLICATION: DATE OF PUBLICATION: J1BB THE CITY OF WAUKEE, IOWA RESOLUTION 2021- APPROVING PARTIAL ASSIGNMENT OF OBLIGATIONS UNDER SUPPLEMENTAL DEVELOPER’S AGREEMENT [TEMPLE HOLDINGS, LP; COURTYARDS AT PARK SIDE, LLC] IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA WHEREAS, the City of Waukee, Dallas County, State of Iowa, is a duly organized Municipal Organization; AND, WHEREAS, on May 20, 2019, the Waukee City Council approved a Developer’s Agreement, Warranty Deed and Easements with Temple Holdings, LP, related to the construction of the NW Douglas Parkway Extension Project (Resolution #19-187); AND, WHEREAS, on September 21, 2020, the Waukee City Council approved a Supplemental Developer’s Agreement with Temple Holdings, LP, in order to provide for the mechanisms and procedures to facilitate the completion and repayment of Temple Holdings, LP, obligations of the original agreement through the undertaking of certain work as part of the City’s project (Resolution #2020-354); AND, WHEREAS, Courtyards at Park Side, LLC, has purchased a portion of the Temple Holdings, LP, property and have agreed to accept a portion of the obligations arising under the Supplemental Developer’s Agreement. NOW THEREFORE BE IT RESOLVED by the City Council of the City of Waukee, Iowa, that the Partial Assignment of Obligations Under Supplemental Developer’s Agreement between the City of Waukee; Temple Holdings, LP; and Courtyards at Park Side, LLC is hereby approved. Passed by the City Council of the City of Waukee, Iowa, and approved this the 7th day of September, 2021. ____________________________ Courtney Clarke, Mayor Attest: ___________________________________ Rebecca D. Schuett, City Clerk RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN Anna Bergman Pierce R. Charles Bottenberg Chris Crone Larry R. Lyon Ben Sinclair Prepared by: B. McMurray, 2400 86th Street, Suite 24, Urbandale, Iowa 50322 (515) 276 -3456 Return to: City Clerk, City of Waukee. 230 W. Hickman Road, Waukee, Iowa 50263 (515) 987-4522 PARTIAL ASSIGNMENT OF OBLIGATIONS UNDER SUPPLEMENTAL DEVELOPER’S AGREEMENT This Partial Assignment Of Obligations Under Supplemental Developer’s Agreement (hereinafter referred to as “Assignment”), entered into between the City of Waukee, an Iowa municipal corporation in the State of Iowa (hereinafter referred to as “City”), TEMPLE HOLDINGS, L.P., (hereinafter referred to as "Temple") and COURTYARDS AT PARK SIDE LLC (hereinafter referred to as “Courtyards”) (may also be collectively referred to as “Parties”) WHEREAS, the City and Temple entered into a Developer's Agreement setting forth requirements applicable to the Property described in Exhibit A attached hereto (hereinafter referred to as the “Property”), recorded in the Dallas County Recorder's office on June 3, 2019 at Book 2019, page 8511 (hereinafter referred to as “Agreement”); and WHEREAS, the parties entered into a Supplemental Developer's Agreement to provide for the mechanisms and procedures to facilitate the completion of Temple's obligations under paragraph 2 and 3 of the Agreement through the undertaking of the work as part of the City's project, such Supplemental Developer’s Agreement recorded in the Dallas County Recorder's office on October 1, 2020 at Book 2020, page 26802 (hereinafter referred to as “Supplemental DA”); and WHEREAS, Courtyards has purchased a portion of the Property subject to the Agreement and the Supplemental DA shown in green on Exhibit B attached hereto and legally described in Exhibit C attached hereto, and, as owner of a portion of the Property, Courtyards has agreed to accept a portion of Temple’s obligations arising under the Supplemental DA, specifically, Courtyards shall be responsible for one-half of the obligation to reimburse the City for undertaking the Temple Improvements, as provided in the Agreement and the Supplemental DA; and WHEREAS, the City is willing to approve and agree to the assignment of one-half of the obligation arising under the Supplemental DA by Temple to Courtyards provided the obligation continues to be secured through a lien on the property being acquired by Courtyards as set forth below and Courtyards acknowledges the obligation for payment; and WHEREAS, Temple and Courtyards acknowledge that the City has already let the City Project, and provided the accepted bid to Temple and Courtyards and computed the amount due for that portion of work that constitutes the Temple Improvements as required by the Supplemental DA which amounts to $630,727.40 plus any change orders approved by the Parties as set forth below that may be incurred associated with the Temple Improvements; and THEREFORE, in consideration of the mutual promises as more particularly set forth herein, sufficiency of which is hereby acknowledged, the Parties agree to a partial assignment of Temple’s obligations under the Supplemental DA as follows: 1. Temple does hereby assign and convey to Courtyards one-half of its obligations to the City. Courtyards does hereby accept the assignment and conveyance of one-half of Temple’s obligations under the Supplemental DA. The City agrees to Temple’s assignment, and Courtyards’s acceptance and assumption, of one-half (1/2) of Temple’s reimbursement obligation under the Supplemental DA such that Temple reimburses the City Fifty Percent (50%), and Courtyards reimburses the City the other Fifty Percent (50%), for the costs incurred by the City in undertaking the Temple Improvements as provided in the Supplemental DA. As of the date of this assignment, the reimbursement amount for the Temple Improvements based upon the bid accepted by the City is $630,727.40 plus change orders approved by the Parties as set forth below attributable to the Temple Improvements as construction progresses. Consequently, following the execution of this assignment by all parties, Temple and Courtyards each owe the City $315,363.70 pursuant to the Supplemental DA. As construction of the Temple Improvements continues, a change order may be necessitated which may result in additional amounts being due from Temple and Courtyards. Any such change orders shall be approved by Temple and Courtyards prior to such additional work commencing. 2. Temple and Courtyards reimbursement amount shall be calculated as set forth in the second paragraph of Section 1 the Supplemental DA except that Temple and Courtyards shall each be responsible for Fifty Percent (50%) of the total reimbursement amount. 3. As provided in the Supplemental DA, as invoices are received for the work and are paid by the City, copies of the same shall be submitted by the City to Temple and Courtyards within thirty (30) days of receipt. The City shall also invoice Temple and Courtyards separately for Fifty Percent (50%) of the total cost of their respective share of the Costs of the Improvements as they are incurred, based on the quantities allocated to “Developer” as more particularly set forth in Exhibit 1 of the Supplemental DA. Temple and Courtyards shall remit payment to the City for the amount of their invoice within fourteen (14) days of the date of the invoice by the City. Delinquent payments will accrue interest at the rate of 1.5%. 4. Temple's Fifty Percent (50%) obligation shall constitute a lien on its portion of the Property until it satisfies its obligations to the City for payment hereunder and it is released by the City. Courtyards’s Fifty Percent (50%) obligation shall constitute a lien on its portion of the Property until it satisfies its obligations to the City for payment hereunder and it is released by the City. 5. Invoices shall be sent to Temple and Courtyards at the following addresses: Temple Holdings, L.P. Courtyards at Park Side LLC 2400 86th Street, Suite 24 ______________________ Urbandale, IA 50322 ______________________ Dated: ____________________________, 2021 CITY OF WAUKEE, IOWA By___________________________________ Courtney Clarke, Mayor By___________________________________ Rebecca Schuett, City Clerk (City Seal) STATE OF IOWA ) ) ss. COUNTY OF DALLAS ) On this ______ day of ____________________, 2019, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared ______________________ and ____________________, to me personally known, who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waukee, Iowa; that the seal affixed to the foregoing instrument is the corporate seal of the corporation, and that the instrument was signed and sealed on behalf of the corporation by authority of its City Council as contained in Ordinance No. ______ passed by the City Council under Roll Call No. ___________ of the City Council on the ______ day of ___________, 2021, and that Mayor and City Clerk, as such officers, acknowledge the execution of said instrument to be the voluntary act and deed of the City of Waukee, by them voluntarily executed. _______________________________________ Notary Public in and for the State of Iowa My Commission expires ___________ Dated:__________________________, 2021 TEMPLE HOLDINGS, L.P. By: ___________________________________________ Print Name: _________________________________ Title: _______________________________________ STATE OF IOWA ) ) ss. COUNTY OF DALLAS ) On this _______ day of _____________, 2021, before me, a Notary Public in and for said county, personally appeared ____________, to me personally known, who being by me duly (sworn or affirmed) did say that he is a _____________ of said limited partnership, that said instrument was signed on behalf of the said limited partnership; and, that said ____________, as such _________, acknowledged the execution of said instrument to be the voluntary act and deed of said limited partnership, by it and by him voluntarily executed. ____________________________________ Notary Public in and for the State of Iowa My Commission expires ___________ Dated:__________________________, 2021 COURTYARDS AT PARK SIDE LLC By: ___________________________________________ Print Name: _________________________________ Title: _______________________________________ STATE OF IOWA ) ) ss. COUNTY OF DALLAS ) On this _______ day of _____________, 2021, before me, a Notary Public in and for said county, personally appeared ____________, to me personally known, who being by me duly (sworn or affirmed) did say that he is a _____________ of said limited partnership, that said instrument was signed on behalf of the said limited partnership; and, that said ____________, as such _________, acknowledged the execution of said instrument to be the voluntary act and deed of said limited partnership, by it and by him voluntarily executed. ____________________________________ Notary Public in and for the State of Iowa My Commission expires ___________ EXHIBIT B – Courtyards property EXHIBIT C-COURTYARD LEGAL DESCRIPTION