HomeMy WebLinkAboutCedarValley TechWorks/Deere&Co./FDP-WTC,LLC/BankersTrust Co.-5/12/2014CITY OF WATERLOO, IOWA
CITY CLERK AND FINANCE DEPARTMENT
715 Mulberry Street • Waterloo, IA 50703 • (319) 291-4323 Fax (319) 291-4571
Council Communication
City Council Meeting:
Prepared:
Dept. Head Signature:
Number of Attachments:
SUBJECT:
Submitted by:
May 12, 2014
May 7, 2014
3
TechWorks Campus Grant Escrow Agreement
Michelle Weidner, Chief Financial Officer
Recommended City Council Action: I recommend that Council adopt a
resolution approving the TechWorks Campus Grant Escrow Agreement with
Cedar Valley TechWorks, Inc., Deere & Company, FDP WTC, LLC and Bankers
Trust Company.
Summary Statement: An amended development agreement with FDP
WTC, LLC was approved October 14, 2013. Due to the number of parties
involved and approvals required for payment, it was agreed that the proceeds of
the bond issue would be held in escrow and payments disbursed as approved
pay estimates were received. This agreement formalizes that arrangement.
Expenditure Required: No expenditures are required by this agreement. It
provides a vehicle for disbursing the funds approved to be granted under the
separate development agreement.
Source of Funds:
Policy Issue:
Alternative:
N/A
Economic development in the city of Waterloo
None
Background Information: Please refer to the prior council communications
for further information, copies of which are attached for your reference.
CITY WEBSITE: www.cityofwaterlooiowa.com
WE'RE WORKING FOR YOU!
An Equal Opportunity/Affirmative Action Employer
Mayor
BUCK
CLARK
coINca.
MEMBERS
O OOODOODOODOODpOOOD
DAVID
JONES
Ward 1
CAROLYN
COLE
Ward2
HAROLD
GETTY
Ward 3
QUENJN
HART
Ward 4
RON
WELPER
Ward S
BOB
GREENWOOD
At -Large
STEVE
scHMrrr
At -Large
1 TY OF W T
WA
COMMUNITY PLA ING`AND DEVELOP MENT-..,..:_ ..... .
715 Mulberry Street D Waterloo, Iowa 50703-5783 D (319) 291-4366 Fax (319) 291-4262
NOEL C. ANDERSON, Community Planning & Development Director
CITY OF WATERL
Council Communication
City Co mil Meeting: January 30, 2012
Prepared: January 27, 2012
J
Dept 'lead Signa re: Noel Anderson, Community Planning & Development
Director
# of Attachments: 1
SUBJECT: Resolution approving the Development Agreement with the Cedar
Valley TechWorks, Inc. and FDP WTC, LLC for the redevelopment at the
TechWorks campus and authorize Mayor and City Clerk to execute said document.
Submitted by: Noel Anderson, Community Planning & Development Director
Recom ended City Council Action: Resolution approving Development
Agreement
Summ; ry Statement: As you may recall, John Deere donated several buildings for
the development of the Tech Works Campus. Many of those buildings were
demolished, or slated for redevelopment. This Development Agreement would work
to provide for a variety of incentives and methods for the City of Waterloo to aid the
Cedar Valley Tech Works and FDP WTC, LLC for the redevelopment of the Tech 2
building and campus improvements.
The agreement would have the City of Waterloo bonds funds to help for the overall
financing of the project will work to utilize State and Federal Historic Tax Credits,
Disaster Bond funds, New Market Tax Credits, Brownfield Greyfield Tax Credits, etc.
for the overall redevelopment of the former John Deere building. The building would
be redeveloped for a muti-use building including office space, training space,
incubator.space, display space, and hotel use. The overall building redevelopment
will work to utilize wind energy, solar energy, as well as many LEED certified and
innovative techniques to save and create power sources for the overall Tech Works
Campus redevelopment and new development. The bonds issued would be
covered in the wording of the agreement by the new taxable value being created by
this project, future projects, and other collateral.
CITY WEBSI1'h: wwwcLwaterloo.ia.us
WE'RE WORKING FOR YOU!
An Equal Opportunity/Af4'irrna5ve Adion'Employer
Source .of -Funds: -bonds
Policy Issue: Economic Development within the City of Waterloo.
Alternative: NA
Background Information: The Tech Works Campus was setup through a large
•donation by Deere and Company to' help fuel the bio -industries to the area, as well
as create new and innovative business space sites near Downtown Waterloo and
the John Deere carnpus.
The City of Waterloo has economic -development policies in place, and this project
would meet the criteria for the development agreement as submitted.
Mayor
BUCK
CLARK
COUNCIL
MEMBERS
DAVID
JONES
Ward 1
CAROLYN
COLE
Ward 2
HAROLD
GETTY
Ward 3
QUENTIN M.
HART
Ward 4
RON
WELPER
Ward 5
BOB
GREENWOOD
Ai -Large
STEVE
SCHMITT
At -Large
CITY,- CLERK AND FINANCE DEPARTMENT
ENT
715 Mulberry Street Waterloo, IA 50703 - (319) 291-432.3 Fax (319) 291-4571
SUZY SCHARES A City Clerk MICHELLE WEIDNER, CPA Chief Financial Officer
Council Communication
City Council Meeting:
Prepared:
Dept. Head Signature:
Number of Attachments:
SUBJECT:
October 14, 2013
October 9, 2013
None
Amended and Restated Development
Agreement with
Cedar Valley TechWorks, Inc. &
FDP WTC, LLC
Submitted by: Michelle Weidner, Chief Financial Officer
Recommended City Council Action: I recommend that Council adopt a
resolution approving the amended and restated development agreement with
Cedar Valley TechWorks, Inc. & FDP WTC, LLC.
Summary Statement: Attached is a copy of the council communication
that accompanied the original agreement which was approved at the January 30,
2012 meeting. A number of things have changed in the financing strategy for the
project. FDP is continuing to finalize the financing for the Tech 11 building. The
Deere Museum is expected to open in the spring of 2014. This agreement breaks
the improvements and the city's bond issuance commitments into two pieces so
that the west campus site improvements can proceed now.
Expenditure Required: $12,750,000
Source of Funds: General Obligation bonds
Policy Issue: Economic development in the city of Waterloo
Alternative:
Background Information: Please refer to the original council communication.
CITY WEBSI 1'L : www.cityofwaterlooiowa.com
WE'RE WORKING FOR YOU!
An Equal dpportunriy/Affirmative Action Employer
TECHWORKS CAMPUS GRANT ESCROW AGREEMENT
This Escrow Agreement is made and entered into this a day of , 2014
by and among the City of Waterloo, Iowa a municipal corporation with its principal offices
located at 715 Mulberry Street, Waterloo, Iowa (the "City"), FDP WTC, LLC, an Iowa limited
liability company with its principal offices located at 201 North Harrison Street, Suite 402,
Davenport, Iowa ("Developer"), Cedar Valley Tech Works, Inc., an Iowa corporation with its
principal offices located at 10 West 4th Street, Suite 310, Waterloo, Iowa ("TechWorks"), Deere
& Company, a Delaware corporation, with its principal offices located at One John Deere Place,
Moline, Illinois 61265 ("Deere"), and Bankers Trust Company, a banking corporation duly
established and existing under and by virtue of the laws of the State of Iowa, having its principal
office and place of business in the City of Des Moines, Iowa (the "Escrow Agent"). This
Agreement is entered into as a condition of the Amended and Restated Development Agreement
dated October 14, 2013 (the "Development Agreement") by and among the City, Developer and
TechWorks.
As applicable, capitalized terms herein shall have the same meaning and effect to the
extent such are defined in the Development Agreement (which is incorporated herein by this
reference).
WITNESSETH:
WHEREAS, pursuant to the Development Agreement, the Developer and TechWorks
each own, or will own, certain property located within the City's Downtown Waterloo Urban
Renewal and Redevelopment Area, and will cause certain building improvements to be
constructed on their respective properties in accordance with the Development Agreement; and
WHEREAS, the City agreed in the Development Agreement to issue $3,500,000 General
Obligation Bonds ("City Bonds (First Issue)") to fund the TechWorks Campus Grant (the
"Grant") to Developer, to supplement Developer's total investment of not less than $6,000,000 in
the TechWorks Campus Site Improvements (the "Project"); and
WHEREAS, the parties agree, the City Bonds (First Issue) shall be used to fund the
initial phase of the TechWorks Campus Site Improvements to be undertaken by the Developer
pursuant to a contract with Ryan Companies US, Inc., and scope of work outlined therein (a copy
of said contract is attached hereto as Exhibit A and incorporated herein by this reference,
hereinafter the "Ryan Contract"), on property owned by Deere. Deere consents to Developer
(and Developer's contractor, Ryan Companies US, Inc. ("Contractor"), and consultants
(including but not limited to Ament Design, Weston, and any other subcontractors necessary to
complete the Project)) access upon said property, pursuant to the "Tri -Party" agreement attached
hereto as Exhibit B; and
WHEREAS, pursuant to Section 7.4 of the Development Agreement, City funding of the
Grant (through the sale of the City Bonds (First Issue)) is subject to certain conditions precedent
outlined therein, including:
(i) no change in representations or warranties of TechWorks and Developer;
(ii) material compliance with Development Agreement by TechWorks and Developer
(including section 5.1's requirement for Developer to provide evidence of
necessary access rights, construction easements and/or ownership of the
properties upon which the Project will be constructed);
(iii) City approval of Construction Plans for the Project;
(iv) Developer evidence of firm contractual and financial commitments to complete
the Project by the agreed upon Substantial Completion date of. December 31,
2014;
(v) execution of this Escrow Agreement;
(vi) City receipt of legal opinions from counsel to Developer as to enforceability of
the Development Agreement; and
(vii) no substantial change in Developer's financial resources, financial commitments,
or ability; and
WHEREAS, the parties are in agreement the above conditions precedent have been
substantially completed or the party responsible has initiated necessary action to the satisfaction
of the benefited parties; and
WHEREAS, the Development Agreement requires the Grant be held in escrow by a third
party agent (the "Escrowed Funds"), to be disbursed in accordance with this Agreement solely
for costs and expenses incurred according to the Construction Plans and other related
development costs associated with the initial phase of the Project as outlined in agreed-upon
budget summary to the Ryan Contract, attached hereto as Exhibit C.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Escrowed Funds. Upon the closing of the City Bonds (First Issue) in the principal
amount of not to exceed $3,500,000, the City shall deliver $3,400,000 (less any
advances the City had previously made hereunder prior to the City Bond (First Issue)
closing) to the Escrow Agent to be held in escrow pending Developer's performance
of the Development Agreement, subject to the terms and conditions of this Escrow
Agreement. Prior to the issuance of City Bonds (First Issue), the City may deposit
funds with Escrow Agent to permit draws by Developer for costs incurred in
furtherance of the initial phase of the Project as outlined in the Ryan Contract. City
Bonds (First Issue) are to be sold as determined by the City in its sole discretion,
provided the timing of the sale shall in no way delay the construction work
contemplated under the Ryan Contract, and the First Issue Closing Date under the
Development Agreement is hereby extended accordingly.
2. Release of Escrowed Funds. The Escrow Agent agrees to hold, in accordance with
the terms and conditions set forth in this Escrow Agreement, the Escrowed Funds for
the purposes of funding the Grant under the Development Agreement. Before
Escrow Agent disburses any money, Developer shall be required to provide the
Escrow Agent with satisfactory evidence of all expenses in furtherance of the Project,
including lien waivers from any subcontractor for said work. Furthermore, prior to
seeking any disbursement from the Escrow Agent, Developer shall receive
concurrence from the City, TechWorks, and Deere as to the work completed, the
amount sought for said work, and evidence of appropriate lien waivers, as applicable.
Such concurrence shall not be unreasonably withheld. Disbursement requests shall
indicate to whom payment shall be made (e.g. to Developer, Contractor or otherwise),
which shall be a condition of the concurrence process contemplated herein.
3. Escrow Agent Fees. In consideration of the services rendered by the Escrow Agent
under this Escrow Agreement, Developer agrees to and shall pay to the Escrow Agent
its proper and reasonable fees and expenses, in accordance with the fee schedule
attached hereto as Exhibit D. The Escrow Agent shall have no lien whatsoever upon
and shall not use the Escrowed Funds for the payment of such proper fees and
expenses.
4. Payments to City. Upon completion of the Project, if Developer does not evidence
expenditures sufficient to fully deplete the Escrowed Funds, the Escrow Agent shall
release the Escrowed Funds remaining with the Escrow Agent to the City, with all
interest or other earnings on the Escrowed Funds.
5. Remedies of the Parties.
a. If Developer fails to timely perform under this Escrow Agreement, the City
has the right to have all Escrowed Funds, together with interest thereon,
returned to it.
b. The parties are entitled to utilize any and all other remedies or actions at law
or in equity available to them.
6. Binding Effect. This Escrow Agreement is binding on the parties hereto, and their
successors or assigns.
7. Changes To The Agreement. This Escrow Agreement may not be changed orally, but
only by agreement in writing, duly exercised by or on behalf of the party or parties
against whom enforcement of any waiver, change, modification, consent.or.discharge
is sought. The parties agree that each has received a copy of this document at the
time of signing.
8. Time of the Essence. Time is of the essence in this Escrow Agreement. Failure to
promptly assert rights hereunder, however, shall not be a waiver of such right or a
waiver of any existing or subsequent default.
9. Public Funds. The Escrowed Funds are deemed public funds of the City until
disbursed to the Developer in accordance herewith. Accordingly said funds must
only be invested by the Escrow Agent in accordance with City policy for investment
of public funds. City guidance on approved investment parameters for the Escrow
Agent to follow are attached hereto as Exhibit E. Deviation from said guidance
without prior written approval of the City shall not be permitted.
10. Severability. If any one or more of the covenants or agreements provided in this
Escrow Agreement on the part of the parties to be performed should be determined by
a court of competent jurisdiction to be contrary to law, such covenant or agreement
shall be deemed and construed to be severable from the remaining covenants and
agreements herein contained and shall in no way affect the validity of theremaining
provisions of this Escrow Agreement.
11. Counterparts; Headings. This Escrow Agreement may be executed in several
counterparts, all or any of which shall be regarded for all purposes as an original and
shall constitute and be but one and the same instrument. The paragraph headings
used herein are for convenience of reference only.
12. Applicable Law. This Escrow Agreement is executed in the State of Iowa and shall
be governed and interpreted in accordance with the laws of the State of Iowa.
IN WITNESS WHEREOF, the parties hereto have each caused this Escrow Agreement to
be executed by their duly authorized officers and their corporate seals to be hereunto affixed all
as of the date first above written.
CITY OF WATERLOO, IOWA
A fI EST:
STATE OF IOWA )
) SS
COUNTY OF BLACK HAWK )
On this /3" day of / , 2014, before me a Notary
Public in and for said State, personally ap eared Ernest G. Clark and Suzy Schares, to me
personally known, who being duly sworn, did say that they are the Mayor and City Clerk,
respectively, of the City of Waterloo, 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.
tary Public in it'd for the State of Iowa
IAZ
�0
RDeAnne Kobliska
COMMISSION NO.
763995
MY COMMISSION EXPIRES
e
e
:
By:
STATE OF IOWA )
) SS
COUNTY OF BLACK HAWK )
CEDAR VALLEY TECH WORKS,
INC.
Steven J. Dust, President
On this day of , 2014, before me the undersigned, a
Notary Public in and for said State, personally appeared Steven J. Dust, to me personally
known, who, being by me duly sworn, did say that he is the President of Cedar Valley
Tech Works, Inc., and that said instrument was signed on behalf of said corporation; and
that the said Steven J. Dust, as such officer, acknowledged the execution of said
instrument to be the voluntary act and deed of said company, by it voluntarily executed.
Notary Public in and for the State of Iowa
STATE OF
COUNTY OF
) SS
DEERE & COMPANY
By:
Its:
On this day of , 2014, before me the undersigned, a Notary
Public in and for said State, personally appeared , to me
personally known, who, being by me duly sworn, did say that he/she is the
of Deere & Company, and that said instrument was signed on behalf
of said corporation; and that the said , as such officer,
acknowledged the execution of said instrument to be the voluntary act and deed of said
corporation, by it voluntarily executed.
Notary Public in and for said State
STATE OF
COUNTY OF
) SS
FDP WTC, L.L.C.
By:
Rodney A. Blackwell,
Managing Member
On this day of , 2014, before me the undersigned, a
Notary Public in and for said State, personally appeared Rodney A. Blackwell, to me
personally known, who, being by me duly sworn, did say that he is the Managing
Member of FDP WTC, L.L.C., and that said instrument was signed on behalf of said
limited liability company; and that the said Managing Member as such officer
acknowledged the execution of said instrument to be the voluntary act and deed of said
limited liability company, by it voluntarily executed.
Notary Public in and for said State
BANKERS TRUST COMPANY
By:
STATE OF IOWA )
) SS
COUNTY OF POLK )
On this day of , 2014, before me the undersigned, a
Notary Public in and for said State, personally appeared , to me
personally known, who, being by me duly sworn, did say that he/she is the
of Bankers Trust Company, and that said instrument was signed on
behalf of said corporation; and that the said as such officer,
acknowledged the execution of said instrument to be the voluntary act and deed of said
company, by it voluntarily executed.
Notary Public in and for the State of Iowa