HomeMy WebLinkAboutDeere & Company - First Amendment to Dev Agmnt - 8.14.2006 0 6
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
This First Amendment to Development Agreement ("Amendment") is entered
into this day of July, 2006, by and between Deere & Company, a Delaware corporation
("Company") and the City of Waterloo, Iowa("City").
RECITALS:
WHEREAS, Company and City entered into a Development Agreement dated
November 18, 2002 (the "Agreement") granting Company financial incentives for the
improvement of industrial facilities at Company's Westfield Avenue property; and
WHEREAS, Company and City desire to amend the Agreement as provided
herein.
NOW THEREFORE, in consideration of mutual covenants as set forth herein,
parties agree as follows:
1. Amendments to the Agreement.
(a) Improvements by Company. Revise Section 1 of the Agreement
as follows:
Delete: 30,000 sq. ft. office building By December 31, 2005
Insert: 21,000 sq. ft. office building By September 1, 2006
(b) Acts to Reduce Taxable Value. Change Section 2 of the
Agreement to read:
No later than December 31, 2006. Company agrees....
(c) _Minimum Assessment Agreement. Revise Section 3 of the
Agreement as follows:
Delete: 30,000 sq. ft. office building $3,000,000
Insert: 21,000 sq. ft. office building $3,000,000
2. Amendments to Minimum Assessment Agreement, Attached to
Agreement as Exhibit C.
(a) Minimum Assessment Agreement (Exhibit Q. Change Paragraph
1(c) to read:
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DEuELOPNIENT AGREEMENT
This Development Agreement is`Entered into as of NoverAkw 1 , 2002, by
and between Deere & Companiy ("Com any), and the City of Waterloo, Iowa ("City"),
RECITALS
A. City considers economictr
evelopment within the City a ben(j)fit to the
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community and is willing the overall good and welfare of the
community to provide fina�cial incentives so as to encouragio that goal.-
8.
oal:I?. Company is etrilIirg and ale to finance and construct indu:.1:11rial and related
buildings on a portion of tie Westfield Averiue site.
AGREEMENT
NOW, THEREFORE, id.conslderlatlon of the mutual covenants set forth herein,
the parties agree as follows:
a. w Improvements b,Y Comp ny. Company shall reconstruct an industrial
building, construct an addition,hereto, nd construct an office building, crimsisting in the
aggregate of approximately 1,500,000uare feet (tire `"Jmprovernents'), ;all of which
shall be located on the real property detcribed on Exhibit"A" hereto (the "'Property').
The Improvements shall be constructed in accordance with all applicable (City, state,
and federal,building codes and:shall comply with all applicable City ordinances, The
Improvements are expected to;'be comppeted in phases as follows:
42,000 sq, ft. expansion By December 31, 2002
T-10 assembly.bldg. reconstruction By December 31, 2003
30,000 sq. ft. office builoing By December 31, 2005
(each of the separately described improvements above is a "Phase"). Thij; parties
understand that the Improvements constitute a soeraal use facility.
2. Acts to Reduce Taxable 1 lalue. No later than December 31, 2005,
Company agrees to substantiaily abandon or demolish the buildings, and/pr to donate
by warranty deed to City or a nonprofit c rganization the buildings and real property (the
"Donated Property"), all as described ori Exhibit "B" hereto, which acts shsllll cause a
reduction in the taxable value commensurate with the taxable value of anSil structures
and/or real property that are demolishers or donated. Notwithstanding the; description of
property set forth on Exhibit"B", the paries may mutually'agree in writing ghat other
buildings and/or real property may be a andoned, demolished, or donatei,,I'.
3. Minimum Assessment A reement. Company acknowledg,las and
agrees that it will pay when due all taxes)and assessments, general or spcczial, and all
other lawful charges whatsoever levied 4pon or assessed or placed agairt;;,t the
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DEVELOPMENT AGRFFMEMT
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In the event that any court of la�adjudges the above-described conditional grant
program to be in violation of applicable Ilaw or otherwise enjoins, restrain$, or prohibits
City from making the grants described hbove, then City and Company shill be released
from further obligation pursuant to this greement.
5. Representa on,s and W mantles of City. City hereby represents and
warrants as follows:
A. City is not prohibitid from consummating the transao'ion
contemplated in this Ad'reement�y any law, regulation, agreemenlj� instrument,
restriction, order or judgment.
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6. Representations and W mantles of Company. Company hereby
represents and warrants as follows:
A. Company;is not prhibited from consummating the transactioncontemplated in this Agreement y any law, regulation, agreement, instrument,
restriction, order or judgment. i
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B. Companyl'is duly oganized, validly existing, and in good standing
under the laws of the state of Itsrga�nization and is duly qualified ilmd in good
standing under the laws of the ate of Iowa.
C. Companylhas fullfight, title, and authority to execute and perform
this Agreement and to Consummlate all of the transactions contemlilated herein,
and each person who executes and delivers this Agreement and al documents
to be delivered to City Hereunder; is and shall be authorized to do so on behalf of
Company_
D. At the time of donation, there shall exist no other pens on having an
interest in the Donated ,Property, whether by lease, contract, poss+ Pssion,
adverse possessioh, orlany othe act or instrument of which Company has
knowledge, and, excepf�forthis Igreement, there are no contracts or other
agree",ments or obl,gatiiar:s outstal ding for the calces trai sLer, or eXchanae of the
Donated Property.
7. Force Majeure, 'Any prevention, delay, or stoppage due to (strikes,
lockouts, labor disputes, acts of God, in ability to obtain services, labor, oi•materials or
reasonable substitutes therefo�, govern ental actions, civil commotions, 911ire or other
casualty, and/or any other causes) beevinrid the reasonable control of the party
obligated to perform under thisl,;Agreem nt (collectively, an event of"Forte; Majeure"),
shall excuse such party from its obligati n to perform under this Agreeme+l,�t for a period
of time equal to any such prevention, d lay, stoppage, or other event of F-6rce Majeure,
and the period of time for suck'excused performance shall be extended by the period of
such Force Majeure,
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[DEVELOPMENT AGREEMENT I
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purpose of reaching an altemaie agreement to effectuate the intentions 0 this
Agreement.
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12. Captions. All captions, h4adings, or titles in the paragraphg,D or sections
of this Agreement are insertedonly as 0 matter of convenience and/or refs-.rence, and
they shall in no way be consti aed as 1irriting, extending, or describing either the scope
or intent of this Agreement or Of any pr visions hereof.
13, Binding Effect. ;This Agreement shall be binding and shall inure to the
benefit of the parties and their irespective successors, assigns, and legal
representatives.
14_ Counterparts. This Agre anent may be executed in one or more
counterparts, each of which shall be deemed an original and all of which, 'taken
together, shall constitute one and the s me instrument_
15. Entire Agreement. This greement, together with the Minimum
Assessment Agreement attacFled heret as Exhibit"C", constitutes the entire
agreement of the parties and supersede s all prior or contemporaneous n(!gotiations,
discussions, understandings, or agreements, whether oral or written, with respect to the
subject matter hereof.
16. Time of Essence. Time is (f the essence of this Agreement.
IN WITNESS WHLREOF,the pay ies have executed this Deveioprrient
Agreement as of the date first.set forth bove.
CITY OF WATERLOO, IOWAI I DEERE & COMPANY
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By: By
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Jo R. ooff, MayorF Title;
Attes . C
Nancy EckelCity City Clerk
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EXHIBIT "B"
Description of Dona ted/Demoliished/A�andoned Property,
The property to be donated is,'generall� located in and designated on E)t'libit "D" as
Zone Two (2). The property consists df Approximately 30 acres and 27 buildings,
equaling approximately 1.2 million sq. ft of manufacturing and/or office space. The
buildings in the designated area will either be included in the donation as is or be
demolished before the prope4 is transferred.
The property to be demolished, but ret ined by Deere is generally located in and
designated on Exhibit "p' as Zone Thr�e (3), The property consists of 11 buildings,
equaling approximately 760,0bo sq. ft of manufacturing and office space,'
The above descriptions are c6nsidereq general approximations. Final d��clslons
regarding the transfer and demolitionf property will be made after a formal survey of
the property and with the approval of Deere.
Zone Two (2) and zone Thre® (3) lie ith the following area:
Beginning at a point at the intersection jof Mullan Avenue and Jefferson Street thence
northeasterly along Mullan Avenue to the Cedar River, thence northwesterly along the
Cedar River to Black Hawk C�bek; the Ice, southwesterly along Black Hawk Creek to
Westfield Avenue, thence easterly alar g Westfield Avenue to Jefferson ;street thence
southeasterly on Jefferson Street to th? point of beginning all in the City of Waterloo,
Black Hawk County, Iowa
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C. "Phase 3"i;,refers to the approximately 30,000 square,foot central
entry office building to be constructed by Developer ch the property
described6 Exhi it"A".
2. Upon substantial complet n of construction of the above-referenced
improvements by the Developer, the minimum actual taxable value which shall be fixed
for assessment purposes for the land apd improvements to be constructer or
reconstructed thereon by the Develope as a part of the development shWI not be less
than $7,500,000 ("Aggregate Onimum Actual.value,) until termihatioh oUlhis
Agreement, The parties hereto agree at construction of the improvemelhts are
expected to be substantially completed Ion or before the dates set forth orilposite each
Phase designated below and #ihat thea gregate Minimum Actual Value shall be
allocated to each Phase as follows (tha portion of the Aggregate Minimurlo Actual
Value allocated to each Phase is referrod to as a"Minimum Actual Value'}:
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Phase 1 1/31/02 $2,500,000
Phase 2 11/31/03 $2,000,000
Phase 3 1/31/05 $3,000,000
The parties understand that tt�.e improvements constitute a special use fail-Aity.
3. The Minimum Actual Valu herein established shall be of ncN further force
and effect and this Minimum Xssessm�nt Agreement shall, with respect b) each Phase,
terminate on the date set forth'oppositO' each Phase designation:
Phase 1 1 %31/10
Phase 2 131/11
Phase 3 1/31/13
Nothing herein shall bei eemed to waive the Developer's rights under Iowa Code
§ 403.6, as amended, to contest that portion of any actual value assignmeant made by
the Assessor in excess of the kVlinimum'Actual Value established herein. In no event,
however, shall the Developer seek or cause the reduction of the actual voilue assigned
below the Minimum Actual Value established herein during the terry, of t1 ai!s Agreemat it.
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The City shall not unreasonably�ithhold its consent to permit the Developer to
contest its taxable valuations ih full, coriimencing with the assessment of(a) January 1,
2011, with respect to Phase 1 (b)January 1, 2012, with respect to Phases:2, and (c)
January 1, 2014, with respect ko Phasel3.
4. This Agreement;shall-be romptly recorded by the City with 'the Recorder
of Black Hawk County, Iowa. The City hall pay all costs of recording.
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{ Notary Public
STATE OFJUM IrLINOIS }
ROCK ISLAND
COUNTY OF BMUK HiA C
On this 8th !day of Olctober , 2002, before me,
the undersigned, a Notary Pubjic in an for the State of Iowa, personally 8ppe2red
Thomas K. Jarrett ;; and—dames R. Jabanoski , to me
personally known, who being 6me dul sworn, did say that they are the
Assistant Secretary _arid-Vice tresident & Treasurer resplectively, of
the corporation executing the it an foregoing instrument to which thi:!; is attached;
that said instrumeht was signZ on beh�lf of the corporation by authority 6f its Board of
Directors, and that Thomas K_ iJarrett , - and James R. Jabano!ski
as officers, acknowledged the executio of the foregoing instrument to 66"the voluntary
act and deed of the corporation, by it a d by them voluntarily executed.
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Notary Pu
00FRIMU SEAC
6ior4 J.itedell
M Ott 3 01
. 6rpiratt
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ry
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CE,�TIFIC410N OF ASSESSOR
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The undersigned, having:revieweJ the plans and specifications for the
Improvements to be constructed and th� market value assigned to the larlid upon which
the improvements are to be co'nstructeforthe development, and being of the opinion
that the minimum market value containl�d in the foregoing Minimum Assel§sment
Agreement appears reasonable, here b certifies as follows: The undersi�!Jned'
Assessor, being legally resporjsible for he assessment of the property sulbject to the
development, upon completion of imp vements to be made on it and in zltcordance
with the Minimum AssessmenilAgreement, certifies that the actual value i1ssigned to
such land, building and equipment upon completion of the development shall not be
less than Seven Million Five Hundred Thousand Dollars ($7,500,000) in the aggregate.
Of this amount, _—� Dollars $
is determined to be the value'df the lan and.
Dollars $ 1
( 7,5tr� ocx� 1 the value of a buildings thereon, until termination�of this
Minimum Assessment Agreerrient purs�ant to the temps hereof.
Ij Assessor for Black Hawk C6U11ty, Iowa
1 Date
STATE OF IOWA )
s�-
COUNTY OF BLACK HAWK )
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Subscribed and sworn to I efore m�on 2 c� , 2()02, by
L Assessor for Black Hawk County, Iowa.
Notary Public
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