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Home My WebLink AboutA001 - Council Action Form dated February 24, 2026ITEM #:14 DATE:02-24-26 DEPT:PW SUBJECT:APPROVAL OF THIRD SUPPLEMENTAL AGREEMENT FOR PUBLIC IMPROVEMENTS FOR KINGSBURY'S FIFTH ADDITION LOTS 1 THROUGH 4 COUNCIL ACTION FORM BACKGROUND: Lots 1 through 4 of the Kingbury's Fifth Addition Subdivision are transferring ownership. The previous owner, WW Holdings, has a public improvement agreement with the City of Ames to construct required public infrastructure along with previously proposed development on the lots. The public infrastructure was partially completed. These lots are located north of Target along SE 3rd Street, and are being sold to Food at First. The change in ownership of the lots will still require the remainder of the public improvements to accompany the newly proposed development on the lots. The new owners will assume the responsibility for completing the remaining public improvements. The new owners will post financial security with the City to ensure completion of the required improvements. The purpose of this action is to approve the third supplemental agreement for public improvements to ensure that the public improvement responsibility is properly transferred from WW Holdings Corporation to Food at First. ALTERNATIVES: 1. Approve the following: a. The third supplemental agreement to transfer responsibility for public improvements from WW Holdings Corporation to Food at First. b. Release the remainder of the financial security that is being held for WW Holdings Corporation. c. The financial security for the remainder of the public improvements for Food at First. 2. Direct staff to amend the agreement. CITY MANAGER'S RECOMMENDED ACTION: By approving this agreement, the responsibility for the public improvements will transfer to the new property owner and the financial security being held by the previous owner can be released by the City of Ames. Therefore, it is the recommendation of the City Manager that the City Council adopt Alternative No. 1, as described above. ATTACHMENT(S): Amend_DA_FAF_Kingsbury5th_cln20260219.pdf 1 INSTRUMENT PREPARED BY: Brian D. Torresi, 120 S 16th St., Ames, IA 50010, (515) 288-2500 RETURN TO: City of Ames, Iowa – Legal Dept., 515 Clark Ave., Ames, IA 50010 THIRD SUPPLEMENTAL AGREEMENT FOR PUBLIC IMPROVEMENTS THIS THIRD SUPPLEMENTAL AGREEMENT FOR PUBLIC IMPROVEMENTS (this “Third Supplement”) is made and entered into by and between WW Holdings Corporation, an Iowa corporation (“WW”), Food at First, an Iowa nonprofit corporation (the “FAF”), and the City of Ames, Iowa (the “City”) (WW, FAF, and the City are hereinafter collectively referred to as the “Parties”) as of the Effective Date (as defined herein). This Third Supplement shall be effective on the date the last of the Parties hereto executes same (the “Effective Date”). RECITALS: WHEREAS, a predecessor in title in and to the Property (as defined herein) executed and entered into that certain Agreement for Public Improvements filed on May 21, 2020 in the office of the Recorder of Story County, Iowa, as Instrument No. 2020-05296 (the “Original Agreement”), related to certain public improvements and/or infrastructure required with respect to the platting and development of Kingsbury’s Fourth Addition, Ames, Story County, Iowa (the “4th Addition”); and WHEREAS, the Original Agreement was amended by that certain Amendment to Agreement for Public Improvements filed on September 24, 2020 in the office of the Recorder of Story County, Iowa, as Instrument No. 2020-11151, as refiled on January 24, 2022 in the office of the Recorder of Story County, Iowa, as Instrument No. 2022-00769 (the “Amendment”), and was further supplemented by that certain Supplement Agreement for Public Improvements filed on February 11, 2022 in the office of the Recorder of Story County, Iowa, as Instrument No. 2022-01357 (the “First Supplement”); and WHEREAS, the First Supplement addresses issues with respect to the financial security provided as part of the platting and development of the 4th Addition and the impact of said financial security on the platting and development of Kingbury’s Fifth Addition, Ames, Story County, Iowa (the “5th Addition”), and said matters were further supplemented by that certain Second Supplemental Agreement for Public Improvements filed on January 16, 2026 in the office of the Recorder of Story County, Iowa, as Instrument No. 2026-00468 (the “Second Supplement”) (the Original Agreement, the Amendment, the First Supplement, and the Second Supplement are hereinafter collectively referred to as the “Existing Agreement”); and WHEREAS, WW is in the process of selling Lots One (1) through Four (4) of the 5th Addition (collectively, the “Property”) to FAF, and as part of said sale, the Parties require the release of WW from 2 the duties and obligations with respect to the Property under the Existing Agreement, as well as the release to WW of any and all financial security being held by the City with respect to the Property as may have been deposited as part of the Existing Agreement and/or the platting of the 4th Addition and/or 5th Addition, and the substitution thereof by FAF in an amount equal to FORTY-THREE THOUSAND FIVE HUNDRED TEN DOLLARS and 00/100 ($43,510.00) (the “Security Amount”), all in accordance with the terms and conditions of this Third Supplement. NOW, THEREFORE, in consideration of the above Recitals, and reliance on the same, and for other good and valuable consideration, the Parties agree as follows: 1. INCORPORATION OF RECITALS. The foregoing Recitals are incorporated herein and made a part of this Third Supplement as if fully set forth verbatim. The Recitals and exhibits attached hereto, if any, are a substantive, contractual part of this Third Supplement. 2. SUBSTITUTION OF SECURITY. On the Effective Date, FAF shall provide to the City a cash deposit, bond, letter of credit, or other security acceptable to the City in an amount equal to the Security Amount (the “Substitute Security”). Upon the receipt by the City of the Substitute Security from FAF, the City shall release any and all financial security being held thereby with respect to the Property to WW, and thereafter, WW shall be released from any and all obligations under the Existing Agreement with respect to the Property. For the sake of clarity, upon the deposit by FAF of the Substitute Security, FAF shall be solely liable for any and every remaining obligations of WW under the Existing Agreement with respect to the Property. The currently incomplete public improvements and/or infrastructure required under the Existing Agreement, including the corresponding security amount for each line item thereof, which, collectively, total the Security Amount, are set forth and identified on Exhibit A attached hereto (the “Outstanding Improvements List”) (the Outstanding Improvements List is hereby incorporated herein by this reference as if fully set forth). 3. REMAINING PROVISIONS UNAFFECTED. All other provisions of the Existing Agreement not amended by this Third Supplement shall remain in full force and effect and are in no way affected or limited by the execution of this Third Supplement or the amendments provided for herein. IN WITNESS WHEREOF, the undersigned has executed this Third Supplement on this ___ day of February, 2026. (SIGNATURE PAGES FOLLOW) 3 3 SIGNATURE PAGE OF THIRD SUPPLEMENTAL AGREEMENT FOR PUBLIC IMPROVEMENTS WW HOLDINGS CORPORATION, WW By: ______________________________ Ryan Davis, President STATE OF IOWA, COUNTY OF STORY, SS: This record was acknowledged before me on this ___ day of February, 2026, by Ryan Davis, as the President of WW Holdings Corporation, an Iowa corporation. ______________________________ Notary Public, State of Iowa My commission expires __________ FOOD AT FIRST, FAF By: ______________________________ Joslin Soule-Peters, President STATE OF IOWA, COUNTY OF STORY, SS: This record was acknowledged before me on this ___ day of February, 2026, by Joslin Soule- Peters, as the President of Food at First, an Iowa nonprofit corporation. ______________________________ Notary Public, State of Iowa My commission expires __________ (ADDITIONAL SIGNATURE PAGE FOLLOWS) 4 4 ADDITIONAL SIGNATURE PAGE OF THIRD SUPPLEMENTAL AGREEMENT FOR PUBLIC IMPROVEMENTS CITY OF AMES, IOWA, The City By: ______________________________ John A. Haila, Mayor Attest by: _________________________ Renee Hall, City Clerk STATE OF IOWA, COUNTY OF STORY, SS: This record was acknowledged before me on this ___ day of February, 2026, by John A. Haila and Renee Hall, as Mayor and City Clerk, respectively, of the City of Ames, Iowa. ______________________________ Notary Public, State of Iowa My commission expires __________ 5 EXHIBIT A OUTSTANDING IMPROVEMENTS LIST Incomplete Public Improvements & Financial Security Calculations Item/Purpose Un it Qua ntity Unit Cost Improvement Costs Remaining Sanitary Sewer Manhole, SW-301, 48-inch Dia EA 2 7,500.00 15,000.00 Sanitary Sewer, Gravity, Trenched PVC, 8-inch LF 198 50.00 9,900.00 Sidewalk Pavement, PCC, 4” SY 431 35.00 15,085.00 Sidewalk Pavement, PCC, 6” thick (Lot 1, 4th Addition) SY 5.6 75.00 420.00 Detectable Warning Panels (Lot 1, 4th Addition) SF 8.00 30.00 240.00 COSESCO (erosion control) (Lot 1, 4th Addition) AC 5.7 500.00 2,865.00 TOTAL 43,510.00 6