HomeMy WebLinkAboutConAgra Foods Packaged Food Company - First Amendment to Dev Agmnt - 5.8.2006 -S-vx,
R, 44,, vol- 3,?3
FIRST AMENDMENT TO DEVELOPMENTAL AGREEMENT
This First Amendment to Developmental Agreement (the "Amendment") is entered into
as of May. 'F , 2006, by and between the City of Waterloo, Iowa ("City") and ConAgra Foods
Packaged Foods Company, Inc. ("CAF").
RECITALS
A. CAF is a successor in interest to Hunt-Wesson, Inc., which was a party with City to
that certain Developmental Agreement dated May 14, 1997 (the "Agreement")
concerning the development of land described as set forth on Exhibit "A" hereto
(the "Property") as set forth in the Agreement.
B. CAF is willing and able to expand its facility upon the Property in conformity with
the "Phase II" development described in the Agreement.
C. City is willing to extend to CAF certain incentives under the Agreement that have
lapsed due to the passage of time.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, the
parties hereby agree as follows:
1. CAF agrees to construct an expansion of its existing facility upon the Property of
approximately 200,000 square feet, corresponding approximately to the "Phase II" development
described in the Agreement ("Phase II"). CAF agrees that the completed Phase II
improvements shall add to the Property no less than $13,000,000 in value over the assessed
value of Phase I at the commencement of the Phase II project.
2. City hereby grants to CAF an option (the "Option") to purchase Additional Land
(as defined in the Agreement), exercisable for a term of ten (10) years, commencing with the
date the City's city council approves this Amendment. The Option shall be exercised in
accordance with Section 17.A of the Agreement, and the rights and duties of the parties with
respect to the Option shall be governed by and shall be as set forth in Section 17 of the
Agreement, except that CAF shall be obligated to construct a facility on the Additional Land
having a minimum taxable value of$10,000,000.
3. City hereby grants to CAF a right of first refusal (the "Right of Refusal") to
purchase Additional Land (as defined in the Agreement), exercisable for a term of ten (10)
years, commencing with the date the City's city council approves this Amendment. The Right of
Refusal shall be exercised in accordance with Section 17.6 of the Agreement, and the rights
and duties of the parties with respect to the Right of Refusal shall be governed by and shall be
as set forth in Section 17 of the Agreement, except that CAF shall be obligated to construct a
facility on the Additional Land having a minimum taxable value of$10,000,000.
4. In connection with Phase II development, City agrees to construct an extension
of MidPort Boulevard and to construct an extension of the existing 12-inch water main. Both
extensions shall be to the easterly boundary of the Property.
5. City agrees to provide property tax rebates with respect to Phase II
improvements for a period of twenty (20) years, as set forth in the last unnumbered paragraph
of Section 3 in the Agreement and as set forth in Exhibit D to the Agreement, all subject to (a)
the requirements of applicable state law for the HQJC program, (b) completion of the Phase II
improvements, and (c) CAF's execution of the minimum assessment agreement attached hereto
as Exhibit "B". City agrees to provide property tax rebates with respect to Phase III
improvements (as contemplated by the Agreement) on the same basis, subject to reduction of
rebates if, in connection with Phase III improvements, City is required to construct additional
water and sewer improvements. This rebate program is not applicable to any special
assessment levy, debt service levy, or any other levy that is exempted from treatment as tax
increment financing under the provisions of applicable law.
6. CAF acknowledges and agrees that it will pay when due all taxes and
assessments, general or special, and all other charges whatsoever levied upon or assessed or
placed against the Property as a result of the Phase II improvements, and further agrees that
prior to the date set forth in Section 2 of Exhibit "B", it will not seek or cause a reduction in the
taxable valuation of Phase II, which shall be fixed for assessment purposes, below the amount
of$13,000,000 ("Minimum Actual Value"), through:
(i) willful destruction of the Property, the Improvements, or any part of either;
(ii) a request to the assessor of Black Hawk County; or
(iii) any proceedings, whether administrative, legal, or equitable, with any
administrative body or court within the City, Black Hawk County, the State
of Iowa, or the federal government.
CAF agrees to sign said attached Exhibit "B" concurrently with the signing of this Agreement. In
the event that CAF elects in the exercise of its discretion to construct Phase III improvements,
CAF shall execute an agreement substantially in the form attached hereto as Exhibit "B",
providing for a minimum actual value of the Property of no less than $45,000,000.
7. The City warrants and represents to CAF that the persons signing this
Amendment has full power and authority to do so, and that the persons signing the deed and
other closing documents will have the power and authority to do so. CAF warrants and
represents to City that the person signing this Agreement has full power and authority to do so.
8. The "miscellaneous provisions" set forth in Section 18 of the Agreement are
hereby incorporated by reference as though set forth herein in full.
IN WITNESS WHEREOF, the parties have executed this First Amendment to
Developmental Agreement as of the date first set forth above.
CONAGRA FOODS PACKAGED CITY OF WATERLOO, IOWA
FOODS COMPANY, INC.
By: dent, Tax By:
Title: Vice PresiTimothy J. Huokhayor
By:
Nancy Ecke , City Clerk
EXHIBIT "A"
Iowa. Parcel A, MidPort America Park Plat No. 1, City of Waterloo, Black Hawk County,
EXHIBIT "B"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as of
, 2006, by and among the CITY OF
("City"), CONAGRA FOODS PACKAGED FOODS COMPANY, INC.WATERLOO, IOWA
NC
("Developer"),
the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor"). ) and
WITNESSETH:
WHEREAS, on or before the date hereof the City and Developer have entered
into an amendment to a developmental agreement (the "Amended Development
Agreement") regarding certain real property, described in Exhibit "A" thereto (the
"Property"), located in the City; and
WHEREAS, it is contemplated that pursuant to the Amended Development
Agreement, the Developer will undertake the development of an area (the "Phase II
Project") within the City and within the "MidPort Development Area"; and
WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the
Developer desire to establish a minimum actual value for the land and the building(s)
pursuant to this Agreement and applicable only to the Phase II Project, which shall be
effective upon substantial completion of the Phase II Project and from then until this
Agreement is terminated pursuant to the terms herein and which is intended to reflect
the minimum actual value of the land and buildings as to the Phase II Project only; and
WHEREAS, the minimum assessment agreement previously executed by the
parties with respect to the "Phase I" improvements is not intended to be modified by this
Agreement, but shall continue to establish the minimum actual value of$12,000,000 for
such improvements in accordance with the terms of said minimum assessment
agreement and its related developmental agreement; and
WHEREAS, the City and the Assessor have reviewed the preliminary plans and
specifications for the improvements (the "Improvements") which the parties contemplate
will be erected as a part of the Phase II Project.
NOW, THEREFORE, the parties hereto, in consideration of the promises,
covenants, and agreements made by each other, do hereby agree as follows:
1. Upon substantial completion of construction of the Phase II Project by the
Developer, the minimum actual taxable value which shall be fixed for assessment
purposes for the Improvements to be constructed thereon by the Developer as a part of
the Phase II Project shall not be less than $13,000,000 ("Minimum Actual Value") until
termination of this Agreement. The parties hereto agree that construction of the
Improvements will be substantially completed on or before January 1, 2007.
2. The Minimum Actual Value herein established shall be of no further force
and effect, and this Minimum Assessment Agreement shall terminate, twenty-four years
from the first full year on which the assessment is based solely on the completed value
of the Project, further provided, if for any reason the High Quality Jobs Creation
Program tax exemption or rebatement is terminated by the State of Iowa prior to normal
termination of this Agreement, the remaining years of tax rebatement shall be rebated
by City according to Schedule D of the Amended Development Agreement as allowed
under Iowa Code Chapter 15A and/or the Airport Multi-Modal Park Development Plan.
Nothing herein shall be deemed to waive the Developer's rights under
Iowa Code § 403.6, as amended, to contest that portion of any actual value assignment
made by the Assessor in excess of the Minimum Actual Value established herein. In no
event,however, shall the Developer seek or cause the reduction of the actual value
assigned below the Minimum Actual Value established herein during the term of this
Agreement.
3. This Agreement shall be promptly recorded by the City with the Recorder
of Black Hawk County, Iowa. The City shall pay all costs of recording.
4. Neither the preambles nor provisions of this Agreement are intended to, or
shall be construed as, modifying the terms of the Amended Development Agreement.
5. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the parties.
CITY OF WATERLOO, IOWA
By:
ATTEST: Timothy J. Hu ayor
By:
Nancy ck City Clerk
CONAGRA FOODS PACKAGED
FOODS COMPANY, INC.
By:
Title: Vice Presid ,t-
en
STATE OF IOWA )
COUNTY OF BLACK HAWK ) ss.
On this �` day of 2006, before me, a Notary
Public in and for the State of Iowa, person II appeared Timothy J. Hurley and Nancy
Eckert, 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 municipal corporation,
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 municipal corporation, and that said instrument
was signed and sealed on behalf of said municipal corporation 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 municipal corporation by and by t em
voluntarily executed.
ary Public
STATE OF NEBRASKA �\
COUNTY OF DOUGLAS ) SS.
� `0,
Acknowledged before me on=, 2006 by Randall D. Harvey as Vice
President, Tax of ConAgra Foods Packaged Foods Company, Inc.
*otaryublic
_ GENERAL NOTARY-State of Nebraska
LORI A.WATSON
My Comm.Exp.Aug.21,2006
CERTIFICATION OF ASSESSOR
The undersigned, having reviewed the plans and specifications for the improvements to
be constructed and the market value assigned to the land upon which the improvements
are to be constructed for the development, and being of the opinion that the minimum
market value contained in the foregoing Minimum Assessment Agreement appears
reasonable, hereby certifies as follows: The undersigned Assessor, being legally
responsible for the assessment of the property subject to the development, upon
completion of improvements to be made on it and in accordance with the Minimum
Assessment Agreement, certifies that the actual value assigned to such building and
equipment related to the Phase II expansion upon completion of the development shall
not be less than Thirteen Million Dollars ($13,000,000.00).
Assessor for Black Hawk County, Iowa
Date
STATE OF IOWA )
COUNTY OF BLACK HAWK ) ss.
Subscribed and sworn to before me on
2006, by
Assessor for Black Hawk County, Iowa.
Notary Public
EXHIBIT "D"
TAX ABATEMENT SCHEDULE
YEAR PHASE
PHASE 2 PHASE 3
1.00 80%
2.00 80% 90% 100%
3.00 800/ 90% 90%
4.00 80%
0
90%
5.00 99�°j
6.00 80% 90% 90%
7.00 80% 900/ 90%
8.00 80% 90% 90%
° 90%
9.00 90
600 % 90%
10.00 60% 80% 90%
11.00 50% 80% 90%
12.00 40% 70% 80%
13.00 40% 70% 80%
14.00 300/ 70% 80%
15.00 60%
16.00 30% 80%
25% 60% � `��� 80%
17.00 25% 60% 70%
18.00 20% 50% 70%
19.00 20% 50% 70%
20.00 150/ 50% 70%
50% 70%
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