HomeMy WebLinkAbout2003-03-19 ResolutionMarch 19, 2003
The City Council of Iowa City, Iowa, met in speci al session, in the Emma J.
Harvat Hall, Civic Center, Iowa City, Iowa, at 4: 00' o'clock P__.M., on the above
date. There were present the Mayor Lehman , in the chair, and the
following named Council Members:
Champion, Lehman, O'Donnell, Pfab, Vanderhoef,
Wilburn
Absent: Kanner
Whereupon, Council Member Pfab introduced and delivered to
the Clerk the Resolution hereinafter set out entitled "RESOLUTION APPROVING AND
AUTHORIZING EXECUTION OF AN AGREEMENT FOR PRIVATE
REDEVELOPMENT BY AND BETWEEN THE CITY OF IOWA CITY AND
ALPLA OF IOWA, 1NC.", and moved:
/_X/ that the Resolution be adopted.
to ADJOURN and defer action on the Resolution and
the proposal to the meeting to be held at o'clock .M. on the
day of ,2003, at this place.
Council Member
called and the vote was,
O'Donnell
seconded the motion. The roll was
AYES:
Champion, Lehman, O'Donnell, Pfab, Vanderhoef,
Wilburn
NAYS: None
Whereupon, the Mayor declared the measure duly adopted.
RESOLUTION NO. 03-89
RESOLUTION APPROVING AND AUTHORIZING
EXECUTION OF AN AGREEMENT FOR PRIVATE
REDEVELOPMENT BY AND BETWEEN THE CITY OF
IOWA CITY AND ALPLA OF IOWA, INC.
WHEREAS, by Resolution No. 02-195 approved and adopted on May 21, 2002,
the City Council has approved and adopted an urban renewal plan for the Project Area
designated as the Heinz Road Urban Renewal Plan, as amended (the "Urban Renewal
Plan"); and
WHEREAS, it is desirable that properties within the Project Area be redeveloped
as part of the overall redevelopment area covered by said Plan; and
WHEREAS, the City has received a proposal from Alpla of Iowa, Inc. (the
"Developer"), in the form of a proposed Agreement for Private Redevelopment (the
"Agreement") by and between the City and the Developer, pursuant to which, among
other things, the Developer would agree to construct certain Minimum Improvements (as
defined in the Agreement) on certain real property located within the Heinz Road Urban
Renewal Project Area as legally described in the Agreement hereto and incorporated
herein by this reference (defined in the Agreement as the "Development Property"),
consisting of the construction of improveinents and\or additions to an existing 56,000
Square Foot freestanding building and the construction of new space of approximately
86,000 Square Feet for industrial uses on the Development Property, said Minimum
Improvements must result in an increase in actual assessed value of the Development
Property of at least fifteen (15) percent as of the first year for which an Economic
Development Grant is received, together with any new construction located on the
Development Property, as outlined in the proposed Development Agreement; and
WHEREAS, the Agreement further proposes that the City agrees to provide
$35,000 to Developer for the construction of infrastructure no later than June 15, 2003,
and tax rebates described herein subject to the Developer having received a Certificate of
Completion and being and remaining in compliance with the terms of the Agreement, to
assume an obligation to make up to five (5) consecutive annual payments to the
Developer commencing on June 1, 2006 and ending on June 1, 2010, equal in amounts to
one hundred pement (100%) per fiscal year of the Tax Increments collected by the City
with respect to the Minimum Improvements on the Development Property, under the
terms and following satisfaction of the conditions set forth in the Agreement; and
WHEREAS, Iowa Code Chapters 15A and 403 (the "Urban Renewal Law") and
authorize cities to make loans and grants for economic development in furtherance of the
objectives of an urban renewal project and to appropriate such funds and make such
expenditures as may be necessary to carry out the purposes of said Chapters, and to levy
taxes and assessments for such purposes; and
WHEREAS, the Council has determined that the Agreement is in the best interests
of the City and the residents thereof and that the performance by the City of its
obligations thereunder is a public undertaking and purpose and in furtherance of the Plan
and the Urban Renewal Law and, further, that the Agreement and the City's performance
thereunder is in furtherance of appropriate economic development activities and
objectives of the City within the meaning of Chapters 403 and 15A of the Iowa Code:
Section 1. That the performance by the City of its obligations under the
Agreement, including but not limited to making of loans and grants to the Developer in
connection with the development of the Development Property under the terms set forth
in the Agreement, be and is hereby declared to be a public undertaking and purpose and
in furtherance of the Plan and the Urban Renewal Law and, further, that the Agreement
and the City's performance thereunder is in furtherance of appropriate economic
development activities and objectives of the City within the meaning of Chapters 403 and
15A of the Iowa Code.
Section 2. That the form and content of the Agreement, the provisions of which
are incorporated herein by reference, be and the same hereby are in all respects
authorized, approved and confirmed, and the Mayor and the Mayor Pro Tem and the City
Clerk and the Deputy City Clerk be and they hereby are authorized, empowered and
directed to execute, attest, seal and deliver the Agreement for and on behalf of the City in
substantially the form and content now before this meeting, but with such changes,
modifications, additions or deletions therein as shall be approved by such officers, and
that from and after the execution and delivery of the Agreement, the Mayor and the
Mayor Pro Tem and the City Clerk and the Deputy City Clerk are hereby authorized,
empowered and directed to do all such acts and things and to execute all such documents
as may be necessary to carry out and comply with the provisions of the Agreement as
executed.
PASSED AND APPROVED this 19th day of March, 2003.
Mayor
ATTEST:
Cler]~
4
CERTIFICATE
CIG-3
STATE OF IOWA )
)ss
COUNTY OF JOHNSON )
I, the undersigned City Clerk of Iowa City, Iowa, do hereby certify that
attached is a tree and complete copy of the portion of the corporate records of said
Municipality showing proceedings of the Council, and the same is a tree and
complete copy of the action taken by said Council with respect to said matter at
the meeting held on the date indicated in the attachment, which proceedings
remain in full force and effect, and have not been amended or rescinded in any
way; that meeting and all action thereat was duly and publicly held in accordance
with a notice of meeting and tentative agenda, a copy of which was timely served
on each member of the Council and posted on a bulletin board or other prominent
place easily accessible to the public and clearly designated for that purpose at the
principal office of the Council (a copy of the face sheet of said agenda being
attached hereto) pursuant to the local roles of the Council and the provisions of
Chapter 21, Code of Iowa, upon reasonable advance notice to the public and
media at least twenty-four hours prior to the commencement of the meeting as
required by said law and with members of the public present in attendance; I
further certify that the individuals named therein were on the date thereof duly and
lawfully possessed of their respective city offices as indicated therein, that no
Council vacancy existed except as may be stated in said proceedings, and that no
controversy or litigation is pending, prayed or threatened involving the
incorporation, organization, existence or boundaries of the City or the right of the
individuals named therein as officers to their respective positions.
WITNESS my hand and the seal of said Municipality hereto affixed this
20th dayof March ,2003.
SEAL
DLILLEBOX360936\\10714.000
City"Ulerk, Iowa City, Iowa
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AGREEMENT FOR PRIVATE REDEVELOPMENT
By and Between
THE CITY OF IOWA CITY, IOWA
ALPLA OF IOWA, INC.
AGREEMENT FOR
PRIVATE REDEVELOPMENT
THIS AGREEMENT FOR PRIVATE REDEVELOPMENT (hereinafter called
"Agreement"), is made on or as of the 2~R,a day of ~ ,2003, by
and among the CITY OF IOWA CITY, IOWA, a municipality (hereinafter called "City"),
established pursuant to the Code of Iowa of the State of Iowa and acting under the
authorization of Chapter 403 of the Code of Iowa, 2001, as amended (hereinafter called
"Urban Renewal Act") and Alpla of Iowa, Inc., having an office for the transaction of
business at 2258 Heinz Road, Iowa City, Iowa 52240 (the "Developer").
W1TNESSETH:
WHEREAS, in furtherance of the objectives of the Urban Renewal Act, the City
has undertaken a program for the revitalization of an economic development area in the
City and, in this connection, is engaged in carrying out urban renewal project activities in
an area known as the Heinz Road Urban Renewal Plan Area, which area is described in
the Urban Renewal Plan approved for such area by Resolution No. 02-195
dated May 21, 2002; and
WHEREAS, a copy of the foregoing Urban Renewal Plan has been recorded
among the land records in the office of the Recorder of Johnson County, Iowa; and
WHEREAS, the Developer owns or has the right to occupy certain real property
located in the foregoing Urban Renewal Area as more particularly described in Exhibit A
annexed hereto and made a part hereof (which property as so described is hereinafter
referred to as the "Development Property"); and
WHEREAS, the Developer will cause certain improvements to be constructed on
the Development Property and will cause the same to be operated in accordance with this
Agreement; and
WHEREAS, the City believes that the development and continued operation of the
Development Property pursuant to this Agreement and the fulfillment generally of this
Agreement, are in the vital and best interests of the City and in accord with the public
purposes and provisions of the applicable State and local laws and requirements under
which the foregoing project has been undertaken and is being assisted.
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NOW, THEREFORE, in consideration of the premises and the mutual obligations
of the parties hereto, each of them does hereby covenant and agree with the other as
follows:
ARTICLE I. DEFINITIONS
Section I. 1. Definitions. In addition to other definitions set forth in this
Agreement, all capitalized terms used and not otherwise defined herein shall have the
following meanings unless a different meaning clearly appears from the context:
Agreement means this Agreement and all appendices hereto, as the same may be
from time to time modified, amended or supplemented.
Certificate of Completion means a certification in the form of the certificate
attached hereto as Exhibit C and hereby made a part of this Agreement, provided to the
Developer pursuant to Section 3.2 of this Agreement.
City means the City of Iowa City, Iowa, or any successor to its functions.
.Code means the Code of Iowa, 2001, as amended.
Construction Plans means the plans, specifications, drawings and related documents
reflecting the construction work to be performed by the Developer on the Development
Property and the other properties upon which the Public Improvements will be located;
the Construction Plans shall be as detailed as the plans, specifications, drawings and
related documents which are submitted to the building inspector of the City as required by
applicable City codes.
.County means the County of Johnson, Iowa.
Developer means Alpla of Iowa, Inc., a corporation.
.Development Property means that portion of the Heinz Road Urban Renewal Plan
Area of the City described in Exhibit A hereto.
Economic Development Grant~ mean the Tax Increment payments to be made by
the City to the Developer under Article VIII of this Agreement.
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~ means
Agreement. any of the events described in Section l 0. l of this
~ means any Mortgage granted to secure any loan made pursuant to
either a mortgage commitment obtained by the Developer from a commercial lender or
other financial institution to fun ·
operating capital · d anYPortion of the ·
appropriate, reqmrements of the Minimum ~,,,.~c~.n_struc!~on costs and initial
'"'v,~,vements, or all such Mortgages as
Heinz R~~'~ ~Zewal~c~ - A1 la TIF Account means
shall be deposited all Tax Increment Rev ~.,~ e__~ a,s..ep~a, te account within the
en,,,~ ,'uuu o~ me tClty, in which there
Improvements. Tax Increments received by the City with respect to the M/nimum
· '~ shall mean the construction °fimprovements to the
ex~sting structure and the construction of a new commercial building, together
related site improvements as outlined in Exhibit B hereto, with all
not include increases · Minimum Improvements shall
m assessed or actual value due to market factors.
gran,~M°n~ means any mortea .....
tctl am o ~ oxsecuri a · .
ortgage or other security interest i~t~t~gr~e~_m_e,nt m wh,ch the Developer has
or parcel thereof, or any improvements constructed thereon.
"~ '-'*velopment Property, or any POrt/on
~ means any Proceeds paid byan insurer to the Devel
orpohc~es ofmsurance reqmred to beprovided and m i,,,~:_~.._ ~.per under a policy
case may be, PUrsuant to Art/cie V of this Agreement and remaining after
a..,.mm oy ~e Developer, as the
expenses (including fees and disbursements of counsel) deducting all
proceeds.
incurred in the collection of such
~ mean ~ofthe City, under which the taxes levied on
the taxable property in the Project Area shall be divided and a port/on paid into the Iowa
City Urban Renewal Tax Increment Revenue Fund.
Pro~ shall mean the construction and '
the Development Property, operation of the Mi~mum Improvements on
as described in this Agreement.
St..~ate means the State of Iowa.
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Heinz Road Urban Renewal Tax Increment Fund means the special fund of the City
created under the authority of Section 403.19(2) of the Code and the Ordinance, which
fund was created in order to pay the principal of and interest on loans, monies advanced
to or indebtedness, whether funded, refunded, assumed or otherwise, including bonds or
other obligations issued under the authority of Section 403.9 or 403.12 of the Code,
incurred by the City to finance or refinance in whole or in part projects undertaken
pursuant to the Urban Renewal Plan for the Project Area.
Tax Increments means the property tax revenues with respect to the Minimum
Improvements that are divided and made available to the City for deposit in the Heinz
Road Urban Renewal Tax Increment Revenue Fund under the provisions of Section
403.19 of the Code and the Ordinance.
Termination Date means the date of termination of this Agreement, as established in
Section 12.8 of this Agreement.
Unavoidable Dela means delays resulting from acts or occurrences outside the
reasonable control of the party claiming the delay including but not limited to storms,
floods, fires, explosions or other casualty losses, unusual weather conditions, strikes,
boycotts, lockouts or other labor disputes, delays in transportation or delivery of material
or equipment, litigation commenced by third pmties, or the acts of any federal, State or
local governmental unit (other than the City).
..Urban Renewal Plan means the Urban Renewal Plan, as amended, approved in
respect of the Heinz Road Urban Renewal Area, described in the preambles hereof.
ARTICLE II. REPRESENTATIONS AND WARRANTIE. g
Section 2.1. Representations and Warranties of the City. The City makes the
following representations and warranties:
(a) The City is a municipal corporation and political subdivision organized under
the provisions of the Constitution and the laws of the State and has the power to enter into
this Agreement and carry out its obligations hereunder.
(b) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the terms and
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conditions of this Agreement are not prevented by, limited by, in conflict with, or result in
a breach of, the terms, conditions or provisions of any contractual restriction, evidence of
indebtedness, agreement or instrument of whatever nature to which the City is now a
party or by which it is bound, nor do they constitute a default under any of the foregoing.
Section 2.2. Covenants, Obligations,Representations and Warranties of Developer
The Developer makes the following representations and warranties:
(a) Developer is a corporation duly organized and validly existing under the laws
of the State of Georgia, and has all requisite power and authority to own and operate its
properties, to carry on its business as now conducted and as presently proposed to be
conducted, and to enter into and perform its obligations under the Agreement.
(b) This Agreement has been duly and validly authorized, executed and delivered
by the Developer and, assuming due authorization, execution and delivery by the City, is
in full fome and effect and is a valid and legally binding instrument of the Developer
enforceable in accordance with its terms, except as the same maybe limited by
bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors'
rights generally.
(c) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the terms and
conditions of this Agreement are not prevented by, limited by, in conflict with, or result in
a violation or breach of, the terms, conditions or provisions of the certificate of
incorporation and bylaws of Developer or its parents or subsidiaries of any contractual
restriction, evidence of indebtedness, agreement or instrument of whatever nature to
which the Developer is now a party or by which it or its property is bound, nor do they
constitute a default under any of the foregoing.
(d) There are no actions, suits or proceedings pending or threatened against or
affecting the Developer in any court or before any arbitrator or before or by any
governmental body in which there is a reasonable possibility of an adverse decision which
could materially adversely affect the business (present or prospective), financial position
or results of operations of the Developer or which in any manner raises any questions
affecting the validity of the Agreement or the Developer's ability to perform its
obligations under this Agreement.
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(e) Developer has not received any notice form any local, State for federal
official that the activities of Developer with respect to the Development Property may or
will be in violation of any environmental law or regulation (other than those notices, if
any, of which the City has previously been notified in writing). Developer is not currently
aware of any State or federal claim filed or planned to be filed by any party relating to any
violation of any local, State or federal environmental law, regulation or review procedure
applicable to the Development Property, and Developer is not currently aware of any
violation of any local, State or federal environmental law, regulation or review procedure
which would give any person a valid claim under any State or federal environmental
statute with respect thereto.
(f) Developer will fully cooperate with the City in resolution of any traffic,
parking, trash removal or public safety problems which may arise in connection with the
construction and operation of the Minimum Improvements.
(g) Developer would not undertake its obligations under this Agreement without
the payment by the City of the Economic Development Grants being made to the
Developer pursuant to this Agreement.
(h) The Developer will cause the Minimum Improvements to be constructed in
accordance with the terms of this Agreement and when constructed will comply with the
Urban Renewal Plan and all local, State and federal laws and regulations, except for
variances that may be necessary to construct the Minimum Improvements.
(i) The Developer will use its best efforts to obtain, or cause to be obtained, in a
timely manner, all required permits, licenses and approvals, and will meet, in a timely
manner, all requirements of all applicable local, State, and federal laws and regulations
which must be obtained or met in connection with the Project.
ARTICLE III. DEVELOPMENT AND OCCUPANCY REQUIREMENT'
Section 3.1. Minimum Improvements.
The Developer agrees to complete Minimum Improvements generally consisting of
improvements to the existing 56,000 square foot Alpla Plant through the construction of
additional manufacturing, warehousing or distribution space totaling approximately
86,000 square feet for industrial uses on the Development Property, all as more fully
described on Exhibit B hereto. The construction of the Minimum Improvements must
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increase the actual assessed value of the Development Property by at least 15% over the
actual assessed value on January 1, 2003.
Section 3.2. Certificate of Completion.
Upon written request of the Developer after issuance of an occupancy permit for the
Minimum Improvements, or any discreet portion thereof, the City will furnish the
Developer with a Certificate of Completion for such portion in recordable form, in
substantially the form set forth in Exhibit C attached hereto. Such Certificate of
Completion shall be a conclusive determination of satisfactory termination of the
covenants and conditions of this Agreement with respect to the obligations of the
Developer to construct such portion of the Minimum Improvements.
A Certificate of Completion may be recorded in the proper office for the recordation of
deeds and other instruments pertaining to the Development Property at the Developers
sole expense. If the City shall refuse or fail to provide a Certificate of Completion in
accordance with the provisions of this Section 3.2, the City shall within twenty (20) days
after written request to the Developer, provide the Developer with a written statement
indicating with adequate detail, in what respects the Developer has failed to complete the
Minimum Improvements in accordance with the provisions of this Agreement, or is
otherwise in default under the terms of this Agreement, and what measures or acts will be
necessary in the opinion of the City, to obtain such Certificate of Completion.
ARTICLE IV. RESERVED
ARTICLE V. INSURANCE
Section 5.1. Insurance Requirements.
(a) Upon completion of construction of the Minimum Improvements and at all
times prior to the Termination Date, the Developer shall maintain, or cause to be
maintained, at its cost and expense (and from time to time at the request of the City shall
furnish proof of the payment of premiums on) insurance as follows:
(i) Insurance against loss and/or damage to the Minimum Improvements
under a policy or policies covering such risks as are ordinarily insured through property
policies against by similar businesses, including (without limitation the generality of the
foregoing) fire, extended coverage, vandalism and malicious mischief, explosion, water
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damage, demolition cost, debris removal, and collapse in an amount not less than the full
insurable replacement value of the Minimum Improvements, but any such policy may
have a deductible amount of not more than $250,000. No policy of insurance shall be so
written that the proceeds thereof will produce less than the minimum coverage required
by the preceding sentence, by reason of co-insurance provisions or otherwise, without the
prior consent thereto in writing by the City. The term "full insurable replacement value"
shall mean the actual replacement cost of the Minimum Improvements (excluding
foundation and excavation costs and costs of underground flues, pipes, drains and other
uninsurable items) and equipment, and shall be determined from time to time at the
request of the City, but not more frequently than once every three years, by an insurance
consultant or insurer selected and paid for by the Developer and approved by the City.
(ii) Comprehensive general public liability insurance, including personal
injury liability for injuries to persons and/or property, including any injuries resulting
from the operation of automobiles or other motorized vehicles on or about the
Development Property, in the minimum amount for each occurrence and for each year of
$1,000,000.
(iii) Such other insurance, including worker's compensation insurance
respecting all employees of the Developer, in such amount as is customarily carried by
like organizations engaged in like activities of comparable size and liability exposure;
provided that the Developer may be self-insured with respect to all or any pan of its
liability for worker's compensation.
(b) All insurance required by this Article V to be provided prior to the
Termination Date shall be taken out and maintained in responsible insurance companies
selected by the Developer which are authorized under the laws of the State to assume the
risks covered thereby. The Developer will deposit annually with the City copies of
policies evidencing all such insurance, or a certificate or certificates or binders of the
respective insurers stating that such insurance is in force and effect. Unless otherwise
provided in this Article V, each policy shall contain a provision that the insurer shall not
cancel or modify it without giving written notice to the Developer and the City at least
thirty (30) days before the cancellation or modification becomes effective. Not less than
fifteen (15) days prior to the expiration of any policy, the Developer shall furnish the City
evidence satisfactory to the City that the policy has been renewed or replaced by another
policy conforming to the provisions of this Article V, or that there is no necessity therefor
under the terms hereof. In lieu of separate policies, the Developer may maintain a single
policy, or blanket or umbrella policies, or a combination thereof, which provide the total
coverage required herein, in which event the Developer shall deposit with the City a
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certificate or certificates of the respective insurers as to the amount of coverage in force
upon the Minimum Improvements.
(c) The Developer agrees to notify the City immediately in the case of damage
exceeding $250,000 in amount to, or destruction of, the Minimum Improvements or any
portion thereof resulting from fire or other casualty. Net Proceeds of any such insurance
shall be paid directly to the Developer, and the Developer will forthwith repair,
reconstruct and restore the Minimum Improvements to substantially the same or an
improved condition or value as they existed prior to the event causing such damage and,
to the extent necessary to accomplish such repair, reconstruction and restoration, the
Developer will apply the Net Proceeds of any insurance relating to such damage received
by the Developer to the payment or reimbursement of the costs thereof.
(d) The Developer shall complete the repair, reconstruction and restoration of the
Minimum Improvements, whether or not the Net Proceeds of insurance received by the
Developer for such purposes are sufficient.
ARTICLE VI. COVENANTS OF THE DEVELOPER
Section 6.1. Maintenance of Properties. The Developer will maintain, preserve
and keep its properties (whether owned in fee or a leasehold interest), including but not
limited to the Minimum Improvements, in good repair and working order, ordinary wear
and tear accepted, and from time to time will make all necessary repairs, replacements,
renewals and additions.
Section 6.2. Maintenance of Recorctq~ The Developer will keep at all times proper
books of record and account in which full, tree and correct entries will be made of all
dealings and transactions of or in relation to the business and affairs of the Developer in
accordance with generally accepted accounting principles, consistently applied
throughout the period involved, and the Developer will provide reasonable protection
against loss or damage to such books of record and account.
Section 6.3. Co_.Q_q.~pliance with Laws. The Developer will comply with all laws,
rules and regulations relating to the Minimum Improvements, other than laws, rules and
regulations the failure to comply with which or the sanctions and penalties resulting
therefrom, would not have a material adverse effect on the business, property, operations,
or condition, financial or otherwise, of the Developer.
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Section 6.4. Non-Discrimination. In operating the Minimum Improvements, the
Developer shall not discriminate against any applicant, employee or tenant because of
race, geed, color, religion, sex, national origin, sexual orientation, age, disability, marital
status or gender identity. The Developer shall ensure that applicants, employees and
tenants are considered and are treated without regard to their race, creed, color, religion,
sex, national origin, sexual orientation, age, disability, marital status or gender identity.
Section 6.5. Continued Operation and Employment. Commencing upon the
signing of the Agreement, the Developer agrees that it will operate a manufacturing plant
at the Development Property and will continue operation of this business until at least the
Termination Date set forth in Section 12.8 hereof. From March I, 2004 until the
Termination date the Developer will maintain a minimum of 35 Full Time Employment
Units at the Development Property. A Full Time Employment Unit means the equivalent
of employment of one (1) person for eight (8) hours per day for a five (5) day, forty (40)
hour workweek for fifty-two (52) weeks per year.
Section 6.6. Annual Certification. To assist the City in monitoring and
performance of the Developer hereunder, a duly authorized officer of the Developer shall
annually provide to the City: (a) a written statement from the County Auditor showing the
amount of Tax Increments (as defined in Section 1.1 of this Agreement) in respect of the
Minimum Improvements (excluding increases in assessed or actual value due to market
factors) for the following fiscal year; (b) proof that all ad valorem taxes on the
Development Property have been paid for the prior fiscal year; and (c) certification that
such officer has re-examined the terms and provisions of this Agreement and that at the
date of such certificate, and during the preceding twelve (12) months, the Developer is
not, or was not, in default in the fulfillment of any of the terms and conditions of this
Agreement and that no Event of Default (or event which, with the lapse of time or the
giving of notice, or both, would become an Event of Default) is occurring or has occurred
as of the date of such certificate or during such period, or if the signer is aware of any
such default, event or Event of Default, said officer shall disclose in such statement the
nature thereof, its period of existence and what action, if any, has been taken or is
proposed to be taken with respect thereto. Such statement, proof and certificate shall be
provided not later than November 1 of each year, commencing November 1, 2004, and
ending on November 1, 2009 both dates inclusive. Upon certification by the Developer
on or before November 1, 2004, the City will certify to establish a base value as of
January 1, 2003.
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ARTICLE VII. ASSIGNMENT AND TRANSFER
Section 7.1. Status of the Developer; Transfer of Substantially All Assets. As
security for the obligations of the Developer under this Agreement, the Developer
represents and agrees that, prior to the issuance of the Certificate of Completion and prior
to the Termination Date, the Developer will maintain existence as an adequately
capitalized corporation and will not wind up or otherwise dispose of all substantially all
of the Development Property and Minimum Improvements, or assign its interest in this
Agreement to any other party unless (i) the transferee partnership, corporation, limited
liability company or individual assumes in writing all of the obligations of the Developer
under this Agreement and (ii) the City consents thereto in writing in advance thereof.
Notwithstanding the foregoing, however, or any other provisions of this Agreement, (a)
Developer may transfer its interest in and to this Agreement to any affiliate which is
controlled by under common control with or controls, Developer or to any entity that
acquires all or substantially all of the assets of the Developer or to any corporate
successor to Developer by consolidation, merger, or otherwise, and (b) the Developer
may (1) pledge and any/or all of its assets as security for any financing of the Minimum
Improvements; (2) assign its fights under this Agreement to a third party, provided such
assi~tmment shall not release the Developer of its obligations hereunder, and the City
agrees that Developer may assign its interest under this Agreement for such purpose; and
(3) the Developer may transfer its ownership interest to a third-party under an
arrangement whereby Developer will lease the Development Property back and continue
to satisfy the requirements of this Agreement.
ARTICLE VIII. ECONOMIC DEVELOPMENT GRANTS
Section 8.1. Economic Development Grants. (a) For and in consideration of the
obligations being assumed by the Developer hereunder, and in furtherance of the goals
and objectives of the Urban Renewal Plan for the Project Area and the Urban Renewal
Act, the City agrees to provide a grant in the amount of $35,000 to Developer for the
construction of infrastructure no later than June 15, 2003. In addition the City will make
up to five annual grants to the Developer, subject to the Developer having received a
Certificate of Completion and being and remaining in compliance with the terms of this
Agreement. and subject to the terms of this Article VIII. The annual grants shall
commence on June 1, 2006 and end on June 1, 2010, or when the total of all grants,
including the $35,000 initial grant and all annual grants total $510,000. All annual grants
shall be equal to one hundred percent (100%) per fiscal year of the Tax Increments
collected by the City with respect to the Minimum Improvements on Development
Property pursuant to Section 403.9 of the Urban Renewal Act under the terms of the
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Ordinance (without regard to any averaging that may othenvise be utilized under Section
403.19(6) and excluding any interest that may accrue thereon prior to payment to the
Developer) during the preceding twelve-month period in respect of the Development
Property and the Minimum Improvements, but subject to adjustment and conditions
precedent as provided in this Article (such payments being referred to collectively as the
"Economic Development Grants").
(b) The obligation of the City to make an Economic Development Grant to the
Developer in any year as specified above shall be subject to and conditioned upon the
timely filing by the Developer of all previous annual statements, proofs and certifications
required under Section 6.6 hereof and the City Manager's approval thereof. Beginning
with the November 1, 2004 certification, if the Developer's annual statement, proof and
certification is timely filed and contains the information required under Section 6.6 and
the City Manager approves of the same, the City shall certify to the County prior to
December 1 of that year its request for the available Tax Increments resulting from the
assessments imposed by the County as of January 1 of that year, to be collected by the
City as taxes are paid during the following fiscal year and which shall thereafter be
disbursed to the Developer on June 1 of the following fiscal year. (For example, if the
Developer and the City each so certify on November and December 2003 and 2004,
respectively, the first Economic Development Grant would be paid to the Developer on
June 1, 2006).
(c) In the event that the annual statement, proof or certificate required to be
delivered by the Developer under Section 6.6 is not delivered to the City by November 1
of any year, the Developer recognizes and agrees that the City may have insufficient time
to review and approve the same and certify its request for Tax Increments to the County
and that, as a result, no Economic Development Grant may be made to the Developer in
respect thereof. The City covenants to act in good faith to appropriately review and
consider any late certification on the part of the Developer, but the City shall not be
obligated to make any certification to the County for the available Tax Increments or
make any corresponding payment of the Economic Development Grant to the Developer
if, in the reasonable judgment of the City, it is not able to give appropriate consideration
(which may include, but not be limited to, specific discussion before the City Council at a
regular City Council meeting with respect thereto) to the Developer's certification due to
its late filing. In the event Developer fails to timely file an annual statement, proof or
certificate due to an Unavoidable Delay and, as a result, and Economic Development
Grant cannot be made, Developer may give written notice to the City and, if the City finds
that Developer's failure is due to an Unavoidable Delay, the missed Economic
Development Grant shall be made in the year succeeding the last scheduled Economic
-12-
Development Grant under Section 8.1, subject to Developer's filing under Section 6.6 and
all other provisions of this Article VIII with respect to such a grant, it being the intention
of the patties to allow five (5) annual Economic Development Grants if Developer is in
compliance with this Agreement.
(d) The total, aggregate amount of all Economic Development
Grants under this Agreement shall not exceed $510,000. Except the initial grant of
$35,000, each Economic Development Grant shall be equal to one hundred percent
(100%) of all Tax Increments collected per fiscal year in respect of the assessments
imposed on the Development Property and Minimum Improvements as of January 1,
2004, and on January 1 of each of the following five (5) years, until the total, aggregate of
all such Economic Development Grants equals no more than the sum of $510,000.
The final grant shall be adjusted, if necessary, if payment of 100% of Tax Increments for
that grant would result in total, aggregate Economic Development Grants in an amount
exceeding $510,000. Such Economic Development Grants shall at all times be subject to
termination in accordance with the terms of this Article VIII and Article X.
Thereafter, the taxes levied on the Development Property and Minimum Improvements
shall be divided and applied in accordance with the Urban Renewal Act and the
Ordinance. It is recognized by all parties that the total aggregate amount set fourth above
is a maximum amount only and that the actual payment amounts will be determined after
the Minimum Improvements are completed and the valuations of said Improvements have
been determined by the City Assessor.
(e) In the event that any certificate filed by the Developer under Section 6.6 or
other information available to the City discloses the existence or prior occurrence of an
Event of Default that was not cured or cannot reasonably be cured under the provisions of
Section 10.2 (or an event that, with the passage of time or giving of notice, or both, would
become an Event of Default that cannot reasonably be cured under the provisions of
Section 10.2), the City shall have no obligation thereafter to make any further payments to
the Developer in respect of the Economic Development Grants and may proceed to take
one or more of the actions described in Section 10.2 hereof.
Section 8.2. Source of Grant Funds Limited. (a) The Economic Development
Grants shall be payable from and secured solely and only by amounts deposited and held
in the ALPLA OF IOWA, INC. - Alpla TIF Account of the City. The City hereby
covenants and agrees to maintain the Ordinance in force during the term hereof and to
apply the incremental taxes collected in respect of the Minimum Improvements and
allocated to the ALPLA OF IOWA, INC. - Alpla TIF Account to pay the Economic
Development Grants, as and to the extent set forth in Section 8.1 hereof. The Economic
-13-
Development Grants shall not be payable in any manner by other tax increment revenues
or by general taxation or from any other City funds.
(b) Notwithstanding the provisions of Section 8.1 hereof, the City shall have no
obligation to make an Economic Development Grant to the Developer if at any time
during the term hereof the City receives an opinion of its legal counsel to the effect that
the use of Tax Increments resulting from the Minimum Improvements to fund an
Economic Development Grant to the Developer, as contemplated under said Section 8.1,
is not authorized or otherwise an appropriate project activity permitted to be undertaken
by the City under the Urban Renewal Act or other applicable provisions of the Code, as
then constituted, or under a controlling decision of an Iowa court having jurisdiction over
the subject matter hereof. Upon receipt of such an opinion, the City shall promptly
forward a copy of the same to the Developer. If the circumstances or legal constraints
giving rise to the opinion continue for a period during which two (2) Economic
Development Grants would otherwise have been paid to the Developer under the terms of
Section 8.1, the City may terminate this Agreement, without penalty or other liability to
the Developer, by written notice to the Developer.
(c) The City makes no representation with respect to the amounts that may finally
be paid to the Developer as the Economic Development Grants, and under no
circumstances shall the City in any manner be liable to the Developer so long as the City
timely applies the Tax Increments actually collected and held in the ALPLA OF IOWA
INC. - Alpla T1F Account (regardless of the amounts thereof) to the payment of the
Economic Development Grants to the Developer, as and to the extent described in this
Article.
Section 8.3. Use of Other Tax Increment.q Subject to this Article VIII, the City
shall be free to use any and all Tax Increments collected in respect of increases in
valuation on the Development Property unrelated to construction of the Minimum
Improvements (i.e. increases in assessed or actual value due to market factors) any other
properties within the Project Area, or any available Tax Increments resulting from the
suspension or termination of the Economic Development Grants under Section 8.1 hereof,
for any purpose for which the Tax Increments may lawfully be used pursuant to the
provisions of the Urban Renewal Act, and the City shall have no obligations to the
Developer with respect to the use thereof.
- 14-
ARTICLE IX. INDEMNIFICATION
Section 9.1. Release and Indemnification Covenants.
(a) The Developer releases the City and the governing body members, officers,
agents, servants and employees thereof (hereinafter, for purposes of this Article IX, the
"indemnified parties") from, covenants and agrees that the indemnified parties shall not
be liable for, and agrees to indemnify, defend and hold harmless the indemnified parties
against, any loss or damage to property or any injury to or death of any person occurring
at or about or resulting from any defect in the Minimum Improvements.
Co) Except for any willful misrepresentation or any willful or wanton misconduct
or any unlawful act of the indemnified parties, the Developer agrees to protect and defend
the indemnified parties, now or forever, and further agree to hold the indemnified parties
harmless, from any claim, demand, suit, action or other proceedings whatsoever by any
person or entity whatsoever arising or purportedly arising from (i) any violation of any
agreement or condition of this Agreement (except with respect to any suit, action, demand
or other proceeding brought by the Developer against the City to enforce his rights under
this Agreement), (ii) the acquisition and condition of the Development Property and the
construction, installation, ownership, and operation of the Minimum Improvements or
(iii) any hazardous substance or environmental contamination located in or on the
Development Property relating to conditions caused by Developer after the effective date
of this Agreement.
(c) The indemnified parties shall not be liable for any damage or injury to the
persons or property of the Developer or its officers, agents, servants or employees or any
other person who may be about the Minimum Improvements due to any act of negligence
of any person, other than any act of negligence on the part of any such indemnified party
or its officers, agents, servants or employees.
(d) All covenants, stipulations, promises, agreements and obligations of the City
contained herein shall be deemed to be the covenants, stipulations, promises, agreements
and obligations of the City, and not of any governing body member, officer, agent,
servant or employee of the City in the individual capacity thereof.
(e)
The provisions of this Article IX shall survive the termination of this
Agreement.
-15-
ARTICLE X. DEFAULT AND REMEDIES
Section 10.1. Events of Default Defined. The following shall be "Events of
Default" under this Agreement and the term "Event of Default" shall mean, whenever it is
used in this Agreement, any one or more of the following events:
(a) Failure by the Developer to cause the construction of the Minimum
Improvements to be commenced and completed pursuant to the terms, conditions and
limitations of Article III of this Agreement;
(b) Transfer of any interest in this Agreement or the assets of the Developer in
violation of the provisions of Article VII of this Agreement;
(c) Failure by the Developer to substantially observe or perform any covenant,
condition, obligation or agreement on its part to be observed or performed under this
Agreement;
(d) The holder of any Mortgage on the Development Property, or any
improvements thereon, or any portion thereof, commences foreclosure proceedings as a
result of any default under the applicable Mortgage documents;
(e) The Developer shall:
(A) file any petition in bankruptcy or for any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under the United
States Bankruptcy Act of 1978, as amended, or under any similar federal or state law; or
due; or
(B) make an assignment for the benefit of its creditors; or
(C) admit in writing its inability to pay its debts generally as they become
(D) be adjudicated a bankrupt or insolvent; or if a petition or answer
proposing the adjudication of the Developer as a bankrupt or its reorganization under any
present or future federal bankruptcy act or any similar federal or state law shall be filed in
any court and such petition or answer shall not be discharged or denied within ninety (90)
days after the filing thereof; or a receiver, trustee or liquidator of the Developer or the
Minimum Improvements, or part thereof, shall be appointed in any proceedings brought
-16-
against the Developer, and shall not be discharged within ninety (90) days after such
appointment, or if the Developer shall consent to or acquiesce in such appointment; or
(f) Any representation or warranty made by the Developer in this Agreement, or
made by the Developer in any written statement or certificate furnished by the Developer
pursuant to this Agreement, shall prove to have been incorrect, incomplete or misleading
in any material respect on or as of the date of the issuance or making thereof.
Section 10.2. Remedies on Default. Whenever any Event of Default referred to in
Section 10.1 of this Agreement occurs and is continuing, the City, as specified below,
may take any one or more of the following actions after (except in the c~se of an Event of
Default under subsections (d) or (e) of said Section 10.1 in which case action may be
taken immediately) the giving of thirty (30) days' written notice by the City to the
Developer and the holder of the First Mortgage (but only to the extent the City has been
informed in writing of the existence of a First Mortgage and been provided with the
address of the holder thereof) of the Event of Default, but only if the Event of Default has
not been cured within said thirty (30) days, or if the Event of Default cannot reasonably
be cured within thirty (30) days and the Developer does not provide assurances
reasonably satisfactory to the City that the Event of Default will be cured as soon as
reasonably possible:
(a) The City may suspend its performance under this Agreement until it
receives assurances from the Developer, deemed adequate by the City, that the Developer
will cure its default and continue its performance under this Agreement;
(b) The City may terminate this Agreement;
(c) The City may withhold the Certificate of Completion;
(d) The City may take any action, including legal, equitable or
administrative action, which may appear necessary or desirable to enforce performance
and observance of any obligation, agreement, or covenant of the Developer, as the case
may be, under this Agreement; or
(e) The City shall be entitled to recover from the Developer, and the
Developer shall re-pay to the City, an mount equal to the most recent Economic
Development Grant previously made to the Developer under Article VIII hereof, and the
City may take any action, including any legal action it deems necessary, to recover such
amount from the Developer.
-17-
Section 10.3. No Remedy Exclusive. No remedy herein conferred upon or reserved
to the City is intended to be exclusive of any other available remedy or remedies, but each
and every remedy shall be cumulative and shall be in addition to every other remedy
given under this Agreement or now or hereafter existing at law or in equity or by statute.
No delay or omission to exemise any right or power accruing upon any default shall
impair any such right or power or shall be construed to be a waiver thereof, but any such
right and power may be exemised from time to time and as often as may be deemed
expedient.
Section 10.4. No Implied Waiver. In the event any agreement contained in this
Agreement should be breached by any party and thereafter waived by any other party,
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other concurrent, previous or subsequent breach hereunder.
Section 10.5. Agreement to Pay Attorneys' Fees and Expenses. Whenever any
Event of Default occurs and the party who is not in default shall employ attorneys or incur
other expenses for the collection of payments due or to become due or for the
enforcement or performance or observance of any obligation or agreement on the part of
the party in default herein contained, the party in default agrees that it shall, on demand
therefor, pay to the part not in default the reasonable fees of such attorneys and such other
expenses as may be reasonably and appropriately incurred by the party not in default in
connection therewith.
ARTICLE XI. OPTION TO TERMINATE AGREEMENT
Section 11.1. Option to Terminate. This Agreement may be terminated by the
Developer if (i) the Developer is in compliance with all material terms of this Agreement
and no Event of Default has occurred which has not been cured in accordance with the
provisions of Section 10.2 hereof; and (ii) the City fails to comply with any material term
of this Agreement, and, after written notice by the Developer of such failure, the City has
failed to cure such noncompliance within ninety (90) days of receipt of such notice, or, if
such noncompliance cannot reasonably be cured by the City within ninety (90) days of
receipt of such notice, the City has not provided assurances reasonably satisfactory to the
Developer that such noncompliance will be cured as soon as reasonably possible.
Section 11.2. Effect of Termination. If this Agreement is terminated pursuant to
this Article XI, this Agreement shall be from such date forward null and void and of no
-18-
further effect; provided, however, that the City's fights to indemnification under Article
IX hereof shall in all events survive and provided further that the termination of this
Agreement shall not affect the rights of any party to institute any action, claim or demand
for damages suffered as a result of breach or default of the terms of this Agreement by
another party, or to recover amounts which had accrued and become due and payable as
of the date of such termination. In any such action, the prevailing party shall be entitled
to recover its reasonable attorneys fees and related expenses incurred in connection
therewith (but only, in the case of the City, to the extent permitted by applicable law).
Upon termination of this Agreement pursuant to this Article XI, the Developer shall be
free to proceed with the construction and operation of the Minimum Improvements at its
own expense and without regard to the provisions of this Agreement.
ARTICLE XII. MISCELLANEOUS
Section 12.1. Conflict of Interest. The Developer represents and warrants that, to
its best knowledge and belief after due inquiry, no officer or employee of the City, or its
designees or agents, nor any consultant or member of the governing body of the City, and
no other public official of the City who exercises or has exercised any functions or
responsibilities with respect to the Project during his or her tenure, or who is in a position
to participate in a decision-making process or gain insider information with regard to the
Project, has had or shall have any interest, direct or indirect, in any contract or
subcontract, or the proceeds thereof, for work or services to be performed in connection
with the Project, or in any activity, or benefit therefrom, which is part of the Project at any
time during or after such person's tenure.
Section 12.2. Notices and Demands. A notice, demand or other communication
under this Agreement by any pan'y to the other shall be sufficiently given or delivered if it
is dispatched by registered or certified mail, postage prepaid, return receipt requested, or
delivered personally, and
(a) In the case of the Developer, is addressed or delivered personally to
the Developer at 2258 Heinz Road, Iowa City, Iowa 52240.
(b) In the case of the City, is addressed to or delivered personally to the
City at Civic Center, 410 E. Washington Street, Iowa City, Iowa, 52240, Attn: City
Manager;
-19-
or to such other designated individual or to such other address as any party shall have
furnished to the other in writing in accordance herewith.
Section 12.3. Titles of Articles and Sections. Any titles of the several parts,
Articles, and Sections of this Agreement are inserted for convenience of reference only
and shall be disregarded in construing or interpreting any of its provisions.
Section 12.4. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 12.5. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Iowa.
Section 12.6. Entire Agreement. This Agreement and the exhibits hereto reflect the
entire agreement between the parties regarding the subject matter hereof, and supersedes
and replaces all prior agreements, negotiations or discussions, whether oral or written.
This Agreement may not be amended except by a subsequent writing signed by all parties
hereto.
Section 12.7. Successors and Assigns. This Agreement is intended to and shall
inure to the benefit of and be binding upon the parties hereto and their respective
successors and assigns.
Section 12.8. Termination Date. This Agreement shall terminate and be of no
further force or effect on and after December 31, 2010.
IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed
in its name and behalf by its Mayor and its seal to be hereunto duly affixed and attested
by its City Clerk, the Developer has caused this Agreement to be duly executed in its
name and behalf by Alpla of Iowa, Inc.
(SEAL)
ATTEST:
CITY OF IO~A CITY, IOWA
Mayor
City~lerk
- 20 -
ATTEST:
By:
ALPLA OF IOWA, INC. ·
.(title)
STATE OF IOWA )
) SS
coum ov, v. )
On this 3~ed- day of .,~. ~'. [ ,2003, before me a Notary Public in and
for said County, personally appeared Ernest W. Lehman and Marian Karr to me
personally known, who being duly sworn, did say that they are the Mayor and City Clerk,
respectively of the City of Iowa City, 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 instrmnent 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 it voluntarily executed.
~ Commissio~ Nu bet 1757S3
Notary PU~bt~ in and for Johnson County, Iowa
-21 -
STATE OF _~_OID~' )
) SS
COUNTY OF )
On this ~'~3-~day of ~,~ t. ., 2003, before me the undersigned, a
Notary Public in and for said County, in said State, personally appeared
I(~v g,z~,,~ and g~e,~ ~to..~,~ , to me personally known, who, being by
me duly sworn, did say that they are the ~-~o~- V? and ~er..%,.~ ~.*-~-~'~- of
Alpla of Iowa, Inc. and that said instrument was signed on behalf of said corporation; and
that the said l('~,~'r ~-.~t-,~,t~ and ~ ~o,...*~ , as such officers
acknowledged the execution of said instrument to be the voluntary act and deed of said
corporation, by them voluntarily executed.
I I I
Not Pu li?'m s
ary b 'c' and for ~t,mqffexe~ County
and State
- 22 -
EXHIBIT A
DEVELOPMENT PROPERTY
The Development Property is described as consisting of all that certain parcel or
parcels of land located in the City of Iowa City, County of Johnson, State of Iowa, more
particularly described as follows:
LEGAL DESCRIPTION
Lots 2 and 3, BDI 5th Addition, Section 24, Township 79N, Range 6W, Johnson
County, Iowa.
A-1
EXHIBIT B
MINIMUM IMPROVEMENTS
The Developer agrees to complete Minimum Improvements generally consisting of
improvements to the existing 56,000 square foot Alpla Plant through the construction of
additional manufacturing, warehousing or distribution space totaling approximately
86,000 square feet for industrial uses on the Development Property, all as more fully
described on Exhibit B hereto. The construction of the Minimum Improvements must
increase the actual assessed value of the Development Property by at least 15% over the
actual assessed value on January 1, 2003.
B-1
EXHIBIT C
CERTIFICATE OF COMPLETION
WHEREAS, the City of Iowa City, Iowa (the "City") and ALPLA OF IOWA, INC.,
having an office for the transaction of business at 2258 Heinz Road, Iowa City, Iowa (the
"Developer"), did on or about the O/t,-' day of ~ ,2003, make, execute
and deliver, each to the other, an Agreement for Private Redevelopment (the
"Agreement"), wherein and whereby the Developer agreed, in accordance with the terms
of the Agreement, to develop and maintain certain real property located within the City
and as more particularly described as follows:
LEGAL DESCRIPTION
Lots 2 and 3, BDI 5th Addition, Section 24, Township 79N, Range 6W, Johnson
County, Iowa.
WHEREAS, the Agreement incorporated and contained certain covenants and
restrictions with respect to the development of the Development Property, and obligated
the Developer to construct certain Minimum Improvements (as defined therein) in
accordance with the Agreement; and
WHEREAS, the Developer has to the present date performed said covenants and
conditions insofar as they relate to the construction of said Minimum Improvements in a
manner deemed by the City to be in conformance with the approved building plans to
permit the execution and recording of this certification.
NOW, THEREFORE, pursuant to Section 3.2 of the Agreement, this is to certify
that all covenants and conditions of the Agreement with respect to the obligations of the
Developer, and its successors and assigns, to construct the Minimum Improvements on
the Development Property have been completed and performed by the Developer and are
hereby released absolutely and forever terminated insofar as they apply to the land
described herein. The County Recorder of Johnson County is hereby authorized to accept
for recording and to record the filing of this instrument, to be a conclusive determination
of the satisfactory termination of the covenants and conditions of said Agreement with
respect to the construction of the Minimum Improvements on the Development Property.
C-1
All other provisions of the Agreement shall otherwise remain in full force and effect
until termination as provided therein.
(SEAL)
CITY OF IOWA CITY, IOWA
By:
Mayor
ATTEST:
By:
City Clerk
C-2
STATE OF IOWA )
) SS
COUNTY OF JOHNSON )
On this day of ,2003, before me a Notary Public in and for
said County, personally appeared Ernest W. Lehman and Marian Karr, to me personally
known, who being duly sworn, did say that they are the Mayor and City Clerk,
respectively of the City of Iowa City, 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 it voluntarily executed.
Notary Public in and for Johnson County, Iowa
C-3
WHEREAS, it is desirable that properties within the
as part of the overall redevelopment area covered by said Plan;
WHEREAS, the City has received a
"Developbr"), in the form of a
"Agreement") by and between the City and
other things, the Developer would agree to construct
defined in the Agreement) on certain real property
Renewal Project Area as legally described in the A
herein by this reference (defined in the Agreement
consisting of the
Square Foot freestanding building and the
86,000 Square Feet for industrial uses on the
Improvements must result in an increase in
Property of at least fifteen (15) percent as
Development Grant is received,.together
Development Property, as
Inc. (the
which, among
Minimum Improvements (as
the Heinz Road Urban
hereto and incorporated
"Development Property"),
additions to an existing 56,000
~f new space of approximately
said Minimum
assessed value of the Development
first year for which an Economic
' new construction located on the
proposed Development Agreement; and
WHEREAS.
$35,000 to Developer for
and tax rebates described herein
Completion and being and
assume an obligation to make
Developer commencing on
one hundred percent (100%)
with res
terms and followin~
/
WHEREAS, Iow~Code Chapters 15A and 4£
authorize cities to makejoans and grants for economic
objectives of an urban r'enewal project and
expenditures as may t~ necessary to carry out the
taxes and assessmen~ for such purposes; and
/
WHEREAS1 the Council has determined that the A
of the City and t~ residents thereof and that the performance
obligations ther~¢under is a public undertaking and purpose and
and the Urban:Renewal Law and, further, that the Agreement
thereunder is/in furtherance of appropriate economic development
objectives 0~f the City within the meaning of Chapters 403 and
/
/
proposes that the City agrees to provide
of infrastructure no later than May 1, 2003,
ect.~.o the Developer having received a Certificate of
~Qmpliance with the terms of the Agreement, to
five (5}~onsecutive annual payments to the
1, 2006 and~qnding on June 1, 2010, equal in amounts to
fiscal year of't~ Tax Increments collected by the City
on Development Property, under the
forth in the Agreement; and
and
furtherance of the
funds and make such
and to levy
the best interests
· of its
Plan
City's performance
~ode:
~RELI~iNARY I
Subject to ,q,~;~prova I
By
THE CITY OF
IOWA
AGREEMENT FOR
PRIVATE REDEVELOPMENT
THIS X'GREEMENT FOR PRIVATE REDEVELOPMENT (hereinafter called
"Agreement"), is~made on or as of the __ day of__, 2003, by
and among the CI/~X~ OF IOWA CITY, IOWA, a municipality (hereinafter called "City"),
established pursuant h~.the Code of Iowa of the State of Iowa and acting under the
authorization of Chapter403 of the Code of Iowa, 2001, as ame~l~d (hereinafter called
"Urban Renewal Act") an'dxAlpla of Iowa, Inc., having an office/for the transaction of
business at 2258 Heinz Roa~Iowa City, Iowa 52240 (the "DTeloper").
WITNESSETH: ~
WHEREAS,
has undertaken a
City and, in this connection, '
an area known as the Heinz Road
the Urban Renewal Plan approved for
dated May 21, 2002; and
objectives of the Urban Renewal Act, the City
of an eg~nomic development area in the
~n carrying Ob{ urban renewal project activities in
Renewal P!fin Area, which area is described in
~ area b~ 'Resolution No. 02-195
WHEREAS, a copy of the foregoing
among the land records in the office of the
al Plan has been recorded
ohnson County, Iowa; and
WHEREAS, the Developer owns
located in the foregoing Urban Renewal
annexed hereto and made a part hereof
referred to as the "Development Prope~7~y"); and
WHEREAS, the Developer w~il cause certain '
occupy certain real property
' described in Exhibit A
so described is hereinafter
constructed on
accordance with this
the Development Property and will ~ause the same to
Agreement; and /
/ \
WHEREAS, the City believes that the development and con}~ued operation of the
Development Property pursuan~to this Agreement and the fulfillment generally of this
Agreement, are in the vital ancO/best interests of the City and in accord with the public
purposes and provisions of tl~ applicable State and local laws and requirements under
which the foregoing project?as been undertaken and is being assisted.
-1-
NOW, THEREFORE, in consideration of the premises and the mutual obligations
of the parties hereto, each of them does hereby covenant and agree with the other as
follows:
ARTICLE I. DEFINITIONS
Agreement
followin
from time
1.1. Definitions. In addition to other definitions s~et forth in this
capitalized terms used and not otherwise defied herein shall have the
unless a different meaning clearly app~s from the context:
/
all appendif/es hereto, as the same may be
Certificate of I
attached hereto as Exhibit
Developer pursuant to
Ci_ty means the Cit)
, made a'
k2 of this A
ity, Iowa,
n the form of the certificate
of this Agreement, provided to the
successor to its functions.
Code means tmended.
Construction Plans means the plans,
reflecting the construction work to be
Property and the other properties upon
the Construction Plans shall
related document.
applicable City codes. /o/hn
County means the County of son, Iowa.
Developer means Alpla of I6wa, Inc., a corporation.
Development Property me .~s that portion of the Heinz Road [Jrban Renewal Plan
Area of the City described in E~hibit A hereto.
Economic Development Qrants mean the Tax Increment payments to be made by
the City to the Developer und, pr Article VIII of this Agreement.
/
/
-2-
drawings and related documents
~ the Developer on the Development
Public Improvements will be located;
specifications, drawings and
g inspector of the City as required by
Event of Default means any of the events described in Section
Agreement.
of this
First Mortgage means any Mortgage granted to secure
eithYq a mortgage commitment obtained by
other financial institution to fund any portion
operating capital requirements of the Minimum
appropriate.
lender or
costs and initial
or all such Mortgages as
OF IOWA, INC. - Alpla TIF
Heinz Road
shall all Tax Increments received b'
Improvements.
a separate account within the
of the City, in which there
with respect to the Minimum
existing structure
related site improvements
not include increases in
of improvements to the
g, together with all
hereto. Minimum Improvements shall
due to market factors.
Mortgage
granted a mortgage or other security
or parcel thereof, or any improvements co
Net Proceeds means any proceeds,Paid by
or policies of insurance required to be provided
case may be, pursuant to Article V of this
expenses (including fees and disbursements of counsel
proceeds.
the Developer has
in the Development Property, or any portion
to the Developer under a policy
y the Developer, as the
· ' after deducting all
collection of such
Ordinance mean Ordinance No. 02-195 of the City,
the taxable property in the Project Area shall be divided and a
City Urban Renewal Tax Increment Revenue Fund.
taxes levied on
into the Iowa
Project shall mean the construction and operation of the Minimum Improvements on
the Development Property, at described in this Agreement.
State means the State ~of Iowa.
-3-
Heinz Road Urban Renewal Tax Increment Fund means the special fund of the City
,'d under the authority of Section 403.19(2) of the Code and the Ordinance, which
s created in order to pay the principal of and interest on loans, monies advanced
whether funded, refunded, assumed or otherwise, including bonds or
other obli authority of Section 403.9 or 403.12 of the Code,
incurred ~'ity to finance or refinance in whole or in part projects undertaken
pursuant to the Renewal Plan for the Project Area.
Tax Increments
Improvements that
Road Urban Renewal Tax
403.19 of the Code and the
property tax revenues with respect to the Minimum
and made available to the City for deposit in the Heinz
Fund under the provisions of Section
Termination Date means the
Section 12.8 of this Agreement.
Agreement, as established in
Unavoidable Delays means
reasonable control of the party claiming the
floods, fires, explosions or other casualty
boycotts, lockouts or other labor disputes,
or equipment, litigation commenced by third
local governmental unit (other than the City).
from acts or occurrences outside the
including but not limited to storms,
weather conditions, strikes,
of material
the acts of any federal, State or
Urban Renewal Plan means the Urban Renewal Plan. approved in
respect of the Heinz Road Urban Renewal Area, described in th'"6'xp~xexambles hereof.
ARTICLE II. REPRESENTATIONS AND WARRANTIES
Section 2.1. Representations and Warranties of the Ci _ty. The City mak& the
following representations and warranties:
(a) The City is a ~ ?unicipal corporation and political subdivision organized under
the provisions of the Cons itution and the laws of the State and has the power to enter into
this Agreement and carr 6ut its obligations hereunder.
(b) The executio a and delivery of this Agreement, the consummation of the
transactions contemplate · hereby, and the fulfillment of or compliance with the terms and
-4-
conditions of this Agreement are not prevented by, limited by, in conflict with, or result in
a breach of, the terms, conditions or provisions of any contractual restriction, evidence of
indebtedness, agreement or instrument of whatever nature to which City is now a
party or by which it is bound, nor do they constitute a , of the foregoing.
Section 2.2. Covenants.
the following representations
of Developer.
(a)
of the State
conducted,
is a corporation duly organized
and has all requisite power ~
, on its business as now
and perform its obli
as
existing under the laws
to own and operate its
the Agreement.
(b) This A been duly
by the Developer and, due
in full force and effect ; a valid and
enforceable in accordance ~ h its
bankruptcy, insolvency,
rights generally.
authorized, executed and delivered
execution and delivery by the City, is
instrument of the Developer
as the same may be limited by
relating to or affecting creditors'
(c) The execution and
transactions contemplated
conditions of this Agreement are not
a violation or breach of, the terms,
incorporation and bylaws
restriction, evidence of indebtedness,
which the Developer is now a party or by
of this Agreement, the consummation of the
fulfillment of or compliance with the terms and
by, limited by, in conflict with, or result in
or provisions of the certificate of
or subsidiaries of any contractual
: instrument of whatever nature to
its property is bound, nor do they
constitute a default under any of the foregoing.
(d) There are no actions, suits or
affecting the Developer in any court or before any arbitrato~
governmental body in which there is a reasonable possibility
could materially adversely affect the business (present or
or results of operations of the Developer or which in any manner ra
affecting the validity of the Agreement or the Developer's ability to
obligations under this Agreement.
or threatened against or
any
decision which
financial position
-5-
(e) Developer has not received any notice form any local, State for federal
official that the activities of Developer with respect to the Development Property may or
will be in violation of any environmental law or regulation (other than those notices, if
'which the City has previously been notified in writing). Developer is not currently
awan
violati
applicable
which would
statute
State or federal claim filed or planned to be filed' relating to any
local, State or or review procedure
Development Property, and Developer currently aware of any
State or federal environmental 1, or review procedure
~ person a valid claim under
(f) with
parking, trash removal or safety
construction and G Minimum
' in resolution of any traffic,
may arise in connection with the
(g) Developer would
the payment by the City
Developer pursuant to this Agreement.
obligations under this Agreement without
g made to the
(h) The Developer will.
accordance with the terms
Urban Renewal Plan and all local
variances that may be necessary t.
be constructed in
constructed will comply with the
laws and regulations, except for
(i) The Develc
timely manner, all required i
manner, all requirements of,
which must be
ARTICLE III.
Section 3.1.
se its best efforts to o~in, or cause to be obtained, in a
;s, licenses and approvalbx, and will meet, in a timely
applicable local, State, _and. fe~ral laws and regulations
:in connection with the Project. ~
AND OCCUPANCY REQUIREMENT
The D to complete Minimum Improvements generally consisting of
improvements to the ¢ 56,000 square foot Alpla Plant through the construction of
warehousing or distribution space totaling approximately
86,000 sq industrial uses on the Development Property, all as more fully
~ hereto. The construction of the Minimum Improvements must
-6-
increase the actual assessed value of the Development Property by at least 15% over the
actual assessed value on January 1, 2003.
Section 3.2. Certificate of Completion.
Comlc
covenants
written request of the Developer after '
Improvements, or any discreet portion
a Certificate of Completion for such
: forth in Exhibit C attached
be a conclusive determination of s
Agreement with r
such portion of the
occupancy permit for the
' will furnish the
recordable form, in
Such Certificate of
r termination of the
ations of the
Improvements·
A
deeds and
sole expense. If the Cit~
accordance with the
after written request to
indicating with adequate detail
Minimum Improvements
otherwise in default under the terms c
necessary in the opinion of the City.
' be recorded:
refuse or fail
· ' of this Sec
~ for the recordation of
at the Developer's
provide a Certificate of Completion in
3.2, the City shall within twenty (20) days
Developer with a written statement
Developer has failed to complete the
with the provisions of this Agreement, or is
is Agreement, and what measures or acts will be
Certificate of Completion.
[CLE IV.
Section 5.1.
(a) Upon
times prior to the Termin
maintained, at its cost
furnish proof of the
of th~
Date, the Developer shall maintain.
(and from time to time at the
premiums on) insurance as follows:
at all
City shall
(i) against loss and/or damage to the Minimum Improvements
under a policy or 1~ covering such risks as are ordinarily insured through property
policies against by similar businesses, including (without limitation the generality of the
foregoing) fire, extended coverage, vandalism and malicious mischief, explosion, water
-7-
damage, demolition cost, debris removal, and collapse in an
insurable replacement value of the
have a deductible amount of not more than $250,000. No
written that the proceeds thereof will produce less than
sentence, by reason of co-insurance
nt thereto in writing by the City. The
shall actual replacement cost ~
and costs of~
equipment, and shall
request of the City, not
consultant or paid for by t
Ihe full
such policy may
· of insurance shall be so
coverage required
· ' or otherwise, without the
insurable replacement value"
Improvements (excluding
~, pipes, drains and other
from time to time at the
years, by an insurance
approved by the City·
(ii)
injury liability for injuries to
from the operation
Development Property, in
$1,000,000.
general
ions
liability insurance, including personal
including any injuries resulting
or about the
each occurrence and for each year of
(iii) Such
respecting all employees of the
like organizations engaged in like
provided that
liability for worker's
in
worker's compensation insurance
amount as is customarily carded by
liability exposure;
to all or any part of its
(b) All'
Termination Date shall be
selected by
risks covered thereby.
policies evidencing all such
respective insurers stating t
provided in this Article V
cancel or modify
thirty (30) days before
fifteen (15) days prior to~
evidence satisfactory to
poll%
under the terms hereof.
policy, or blanket
'this Article V to be prior to the
out and maintained in le insurance companies
authorized under the laws, State to assume the
copies of
or a certificate or certificates o)'binders of the
~nsurance is in force and effect. Unless otherwise
shall contain a provision that the insurer shall not
giving written notice to the Developer and the City at least
cancellation or modification becomes effective. Not less than
of any policy, the Developer shall furnish the City
' that the policy has been renewed or replaced by another
provisions of this Article V, or that there is no necessity therefor
In lieu of separate policies, the Developer may maintain a single
policies, or a combination thereof, which provide the total
coverage required herein, in which event the Developer shall deposit with the City a
-8-
certificate or certificates of the respective insurers as tc
upon the Minimum Improvements.
lc)
shall be
reconstruct
to the
Developer will
b)
The Developer agrees to notify the City
$250,000 in amount to, or destruction of, the
from fire or other casualty.
directly to the Developer,
restore the Minimum Improvements
existed prior to the
~ to accomlc
the Net Proceeds of any '
payment or reimbursement
(d) The shall complete
Minimum Improvements or
Developer for such purposes sufficient.
s in force
the case of damage
such insurance
' the same or an
causing such damage and,
restoration, the
such damage received
reconstruction and restoration of the
, the
ARTICLE VI.
OF THE DEVELOPER
Section 6.1.
and keep its properties ('
limited
and tear accepted, and from time to
renewals and additions.
will
The Developer will maintain, preserve
or a leasehold interest), including but not
lair and working order, ordinary wear
all necessary repairs, replacements,
Section 6.2.
books of record and account in
dealings and transactions of or:
accordance with
throughout the
Maintenance, Records.
> at all times proper
tree entries will be made of all
relation to the flairs of the Developer in
applied
and the Developer will' protection
books of record and account.
against loss or damage to
Section 6.3.
rules and regulations
regulations the failure to c
therefrom,
with Laws. The Developer will comp~with all laws,
to the Minimum Improvements, other than~aws, rules and
with which or the sanctions and penaltieg'resulting
a material adverse effect on the business, property, operations,
>therwise, of the Developer.
-9-
Section 6.4. Non-Discrimination. In operating the Minimum Improvements, the
Developer shall not discriminate against any applicant, employee or tenant because of
race, creed, color, religion, sex, national origin, sexual orientation, age, disability, marital
' gender identity. The Developer shall ensure that applicants, employees and
tenants ~ considered and are treated without regard to creed, color, religion,
sex, ' ' sexual orientation, age, disability, or gender identity.
Section 6.5.
signing of the A
at
Termination Date set
the Termination date the
Employment Units
Operation
the Developer agrees
~ and will continue
12.8
oper will
the equivalent of employment of,
day, forty (40) hour workweek
operate a manufacturing plant
of this business until at least the
From the date of this Agreement until
a minimum of 35 Full Time
A Full Time Employment Unit means
for eight (8) hours per day for a five (5)
weeks per year.
Section 6.6. Annual Certification.
performance of the
annually provide to the City: (a)
amount of Tax Increments (as defin
Minimum Improvements (excluding
factors) for the following fiscal
Development Property have been
such officer has re-examined the
date of such certificate, and
not, or was not, in default in
Agreement (including but not i
hereto) and that no Event of I
of notice, or both,
the date of such certificate (
default, event or Event ~
thereof, its period
taken with
later than November 1
November 1,
November 1, 2004,
in monitoring and
authorized officer of the Developer shall
: from the County Auditor showing the
Section )f this Agreement) in respect of the
value due to market
(b) proof that
d for the prior fiscal
and
twelve (12)
of any of the terms
or event which, with the lapse
an Event of Default) is
>eriod, or if the signer is aware
said officer shall disclose in such~
and what action, if any, has been taken or is
Such statement, proof and certificate shall be
:s on the
and (c) certification that
that at the
the Developer is
conditions of this
3.3
or the giving
of
any such
the nature
be
not
~.ach year, commencing November 1, 2004, and ending on
inclusive. Upon certification by the Developer on or before
will certify to establish a base value as of January 1, 2003.
-10-
ARTICLE VII. ASSIGNMENT AND TRANSFER
Section 7.1. Status of the Developer; Transfer of Substantially All Assets. As
for the obligations of the Developer under this Agreement, the Developer
and agrees that, prior to the issuance of the Certificate of Completion and prior
to Date, the Developer will maintain existence as an adequately
ca and will not wind up or otherwise dispose of all substantially all
of the and Minimum Improvements, or assign its interest in this
other party unless (i) the transferee partnership, corporation, limited
liabilit, individual assumes in writing all of the obligations of the Developer
under this A and (ii) the City consents,thereto in writing in advance thereof.
Notwithstanding the however, or a~ other provisions of this Agreement, (a)
Developer may transfer and to th~s Agreement to any affiliate which is
controlled by
acquires all or substantially all
successor to Developer by consoli
may (1) pledge and any/or all of its as
Improvements; (2) assign its rights
assignment shall not
agrees that Developer may assign its
(3) the Developer may transfer its
arrangement whereby Developer v
to satisfy the requirements
ARTICLE VIII.
.gontrols, Developer to any entity that
Developer or to any corporate
or otherwise, and (b) the Developer
security for any financing of the Minimum
Agreement to a third party, provided such
s obligations hereunder, and the City
Lgreement for such purpose; and
a third-party under an
~ ~~P~iPlr tYRAb~C~[ iand cOntinue
Agreement and subject'
commence on June 1, 2t
including the $35.
shall be equal to one
collected by the City
Section 8.1. Economic (a) For and in cor~deration of the
obligations being assumed Developer hereunder, and in fur~rance of the goals
and objectives of the wal Plan for the Project Area and th~ Urban Renewal
Act, the City agrees ~ant in the amount of $35,000 to De,loper for the
constmcti ater than June 15, 2003. In addition th~xxCity will make
up to five annual Developer, subject to the Dev.eloper h~t_vin_g i~ceived a
Certificate and being and remaining in compliance with the terms of this
. the terms of this Article VIII. The annual grants shall
and end on June 1, 2010, or when the total of all grants,
grant and all annual grants total $510,000. All annual grants
percent (100%) per fiscal year of the Tax Increments
the Minimum Improvements on Development
Property pursuant to Section 403.9 of the Urban Renewal Act under the terms of the
-11-
Ordinance (without regard to any averaging that may otherwise be utilized
403.1 , and excluding any interest that may accrue thereon prior
during the preceding twelve-month period in respect
~. Minimum Improvements, but subject to adj
this Article (such
"Economic ).
~the
, as the
(b) The obli
Developer in any year as:
timely filing by the
required under Section
with the November 1, 2003
certification is timely
the City Manager approves of the
December 1 of that year its request
assessments imposed by the County as
City as taxes are paid during the followin
disbursed to the Developer on June 1
Developer and the City each so certify on
respectively, the first Economic
June 1, 2006).
of the City to make an
above shall be subject
of all previous
the City Manag
the City
to the
conditioned upon the
proofs and certifications
approval thereof. Beginning
annual statement, proof and
Section 6.6 and
' to the County prior to
Tax Increments resulting from the
1 of that year, to be collected by the
and which shall thereafter be
fiscal year. (For example, if the
2003 and 2004,
be paid to the Developer on
(c) In the event that the
delivered by the Developer under
of any year,
to review and approve the same
and that, as a result, no
respect thereof. The
consider any late
obligated to make
make any corresponding
if, in the reasonable
(which may include
regular City
its late filing. In the,
certificate due to an
Grant
statement,
and agrees that
~ its request
Grant may
good faith to a
part of the Developer, but
the County for the
Economic Development Grant
City, it is not able to
~or certificate required to be
~ November 1
may have insufficient time
the County
to the Developer in
~ review and
not be
specific discussion before the Cie at a
with respect thereto) to the Developer's certification : to
to timely file an annual
' and, as a result, and Economic Development
~pcr may give written notice to the City and, if the City finds
that Developer's failure is due to an Unavoidable Delay, the missed Economic
Development Grant shall be made in the year succeeding the last scheduled Economic
- 12-
Development Grant under Section 8.1, subject to Developer's filing under Section 6.6 and
all other provisions of this Article VIII with respect to such a the intention
of the parties to allow five (5) annual Economic Development if Developer is in
compliance with this Agreement.
(d)
$35.
imposed
2004, and on
all
The final
that
exceeding $510,000.
The total, aggregate amount
Agreement shall not exceed $510,C
Economic Development Grant shall
Tax Increments collected per fiscal'
and
of each of the followin
:velopment Grants equal
adjusted,
total, aggregate
termination in accordance ~a the terms
Thereafter, the taxes levied.
shall be divided and applied
Ordinance. It is recognized by all
is a maximum amount only and that
the Minimum Improvements
been determined by the City Asse
Except the initial grant of
aal to one hundred percent
~pect of the assessments
as of January 1,
years, until the total, aggregate of
than the sum of $510,000.
100% of Tax Increments for
Development Grants in an amount
Grants shall at all times be subject to
and Article X.
, and Minimum Improvements
with the Urban Renewal Act and the
total aggregate amount set fourth above
amounts will be determined after
t and the valuations of said Improvements have
(e) In the event that
other information available to
Event of Default that was not
Section 10.2 (or an event 1
become an Event
Section 10.2), the Cie
the Developer in respect
one or more
' the Developer under Section 6.6 or
'discloses the or prior occurrence of an
cured under the provisions of
with the passage of time or of notice, or both, would
y the provisions of
no obligation thereafter to mak, ' further payments to
the Economic Development Grants and to take
described in Section 10.2 hereof.
Section 8.2.
Grants shall be
in the ALPLA (
covenants and agrees
apply the incremental
of Grant Funds Limited. (a) The Economic Development
and secured solely and only by amounts deposited and held
1NC. Jla TIF Account of the City. The City hereby
maintain the Ordinance in force during the term hereof and to
collected in respect of the Minimum Improvements and
allocated to the ALPLA OF IOWA, 1NC. - Alpla TIF Account to pay the Economic
Development Grants, as and to the extent set forth in Section 8.1 hereof. The Economic
-13-
Development Grants shall not be payable in any manner by other
or by general taxation or from any other City funds.
(b) Notwithstanding the provisions of Section 8.
obll~tion to make an Economic Development Grant to
duringXtxhe term hereof the City receives an opinio
the use o'fxTax Increments resulting from the Mini
Economic D, evelopment Grant to the Developer, a
authonXz~d or otherwise an appropriate
is
not
b3 the Urban Renewal Act or
then c
the subj Upon receipt
forward a copy of the to
giving rise to the a
Section 8.1, the City may
the Developer, by written notice to
increment revenues
, the City shall have no
Developer if at any time
:ounsel to the effect that
an
)lated under said Section 8.1,
)ermitted to be undertaken
provisions of the Code, as
t of an Iowa court having jurisdiction over
an opinion, the City shall promptly
If the circumstances or legal constraints
which two (2) Economic
paid to the Developer under the terms of
~greement, without penalty or other liability to
(c) The City makes
be paid to the Developer as the
circumstances shall the City '
timely apt
1NC. - Alpla TIF Account
Economic Development
Article.
Section 8.3. Use
shall be free to use any
valuation
Developer,
with respect to the amounts that may finally
Grants, and under no
to the Developer so long as the City
and held in the ALPLA OF IOWA~
thereof) to the payment of the
~nd to the extent described in this
Tax Increments
Property unrelated
this Article VIII, the City
of increases in
of the Minimum
Improvements (
properties within
suspension or
for any purpose for
provisions of the I
~n assessed or actual value due to
ect Area, or any
of the Economic Development Grants
ch the Tax Increments may lawfully be used
Renewal Act, and the City shall have no obli
the use thereof.
factors) any other
from the
ection 8.1 hereof,
to the
- 14-
ARTICLE IX. INDEMNIFICATION
Section 9.1. Release and Indemnification Covenants.
(a) The Developer releases the City and the
servants and employees thereof (hereinafter, for
) from, covenants and agrees that the:
agrees to indemnify, defend and hold
against, ,ss or damage to property or any injury to
at or ab from any defect in the
' members, officers,
of this Article IX, the
parties shall not
the indemnified parties
~f any person occurring
(b) any willful mi
or any unlawful act indemnified
the indemnified parties, r forever,
harmless, from any claim, suit, action
person or entity whatsoever ' '
agreement or condition of this A
or other proceeding brought by the Devel
this Agreement), (ii) the acquisition and
construction,
(iii) any hazardous substance or
Development Property relating to
of this Agreement.
willful or wanton misconduct
to protect and defend
agree to hold the indemnified parties
other gs whatsoever by any
(,i) any violation of any
suit, action, demand
City to enforce his rights under
of the Development Property and the
of the Minimum Improvements or
located in or on the
caused the effective date
(c) The indemnified
persons or property of the
other person who may be about
of any person, other than
or its officers, agents,
liable
or its officers, agents,
the part of an,
r employees.
or injury to the
or employees or any
'act of negligence
party
(d) All covenants,
contained herein shall be
and obligations of the ~
servant or
s, promises, agreements and obligations of the City
be the covenants, stipulations, promises, agreements
~nd not of any governing body member, officer, agent,
in the individual capacity thereof.
(e) The prow~
A
Article IX shall survive the termination of this
-15-
ARTICLE X. DEFAULT AND REMEDIES
Section 10.1. Events of Default Defined. The following shall be "Events of
Default" under this Agreement and the term "Event of Default" s.hall mean, whenever it is
use/d in this Agreement, any one or more
Failure by the Developer to cause
to be
'Article III of this Agreement;
(b)
violation of the
r of any interest in
VII of this
(c) Failure
condition, obligation or a
Agreement;
on its
(d) The holder of am
improvements thereon, or
result of any default under the
(e) The Developer shall:
(A)
composition, readjustment,
States Bankruptcy Act of 197:
of the Minimum
terms, conditions and
or the assets of the Developer in
;
due; or
' observe or perform any covenant,
observed or performed under this
Development Property, or any
commences foreclosure proceedings as a
documents;
in bankruptcy
dissolution, or
amended,
any reorganization, arrangement,
United
, or
(B) make an for the benefit of its or
(C) admit eqriting its inability to pay its debts become
(D) udicated a bankrupt or insolvent; or if a petition answer
proposing the Developer as a bankrupt or its ~ under any
present or future [ bankruptcy act or any similar federal or state law be filed in
any court and such or answer shall not be discharged or denied within ninety (90)
days after the filing thereof; or a receiver, trustee or liquidator of the Developer or the
Minimum Improvements, or part thereof, shall be appointed in any proceedings brought
-16-
against the Developer, and shall not be discharged within ninety (90) days after such
appointment, or if the Developer shall consent to or acquiesce in such appointment; or
(f) Any representation or warranty made by the Devele
made by the Developer in any written statement or certificate
pursuant to ~ Agreement, shall prove to have
in any materiaI'~pect on or as of the date of the issuance
Section 10.2. Re~mqdies on Default.
Section 10.1 of this Agree~qnt occurs and is continuin
may take any one or more : following actions
Default under subsections of said Section
taken immediately) the.
Developer and the holder of th,
informed in writing of the existence
address of the holder thereof) of the
not been cured within said thirty (30)
be cured within thirty (30) days and the
reasonably satisfactory to the City that the
reasonably possible:
this Agreement, or
by the Developer
~lete or misleading
thereofi
in
as specified below,
in the case of an Event of
in which case action may be
the City to the
only to the extent the City has been
and been provided with the
but only if the Event of Default has
Event of Default cannot reasonably
~er does not provide assurances
: of Default will be cured as soon as
(a) The
receives assurances from the Develc
will cure its default and continue its
deemed ade¢
under this Agreement until it
the City, that the Developer
Agreement;
(b) The City may
A
(c) The
'withhold the Certificate
~letion;
(d) The City
administrative action.
and observance of any
may be, under
(e)
Developer shall
Development Grant
City may take any
take any action, including le
or desirable to
or covenant of the
or
uitable or
as the case
· shall be entitled to recover from the Developer, and the
the City, an amount equal to the most recent Economic
y made to the Developer under Article VIII hereof, and the
:ion, including any legal action it deems necessary, to recover such
amount from the Developer.
-17-
Section 10.3. No Remedy Exclusive. No remedy herein conferred upon or reserved
to the City is intended to be exclusive of any other available remedy or remedies, but each
and ' shall be cumulative and shall be in remedy
No
right and power
expedient.
Dr hereafter existing at law or ~ statute.
to exercise any right or power ' default shall
~ower or shall be construed to thereof, but any such
~ be exercised from time to time and,as c as may be deemed
Section 10.4. No
Agreement should be
such waiver shall be
waive any other concurrent.
Waiver. In the event
any party and
the
or
in this
other party,
waived and shall not be deemed to
Section 10.5.
Event of Default occurs and the'
other expenses for the collection of
enforcement or
the party in default herein contained, thc
therefor, pay to the part not in
expenses as may be reasonably
connection therewith.
Fees and Expenses. Whenever any
who is shall employ attorneys or incur
become due or for the
tgreement on the part of
~ in default agrees that it shall, on demand
fees of such attorneys and such other
r incurred by the party not in default in
ARTICLE XI.
) TERMINATE AGREEMENT
Section 11.1.
Developer if (i) the
and no Event
provisions of Section 10.2
of this Agreement, and, ~
failed to cure
such noncompliance
receipt of such notice
Developer that such
This A be terminated by the
is in compliance with all terms of this Agreement
accordance with the
(ii) the City fails to comply with any material term
written notice by the Developer of such failure, the City has
within ninety (90) days of receipt of such notice, or, if
~ be cured by the City within ninety (90) days of
' has not provided assurances reasonably satisfactory to the
will be cured as soon as reasonably possible.
Section 11.~ Effect of Termination. If this Agreement is terminated pursuant to
this Article XI, this Agreement shall be from such date forward null and void and of no
-18-
further effect; provided, however, that the City's rights to indemnification under Article
IX hereof shall in all events survive and provided further that the termination of this
Agreement shall not affect the rights of any party to institute any action, claim or demand
for damages suffered as a result of breach or
another or to recover amounts which
oft
to recover its
therewith (but
Upon termination
free to proceed with
own expense
In any such action, the
ys fees
in the case of the City, to
pursuant to
construction and c
to the ' '
,greement by
.. due and payable as
shall be entitled
; incurred in connection
applicable law).
, the Developer shall be
Minimum Improvements at its
XII. ;CELLANEOUS
Section 12.1.
its best knowledge and belief after due
designees or agents, nor any
no other public official of the City v
responsibilities with respect to the
to participate in a
Project, has had or
subcontract, or the proceeds
with the Project, or'
time during or after such
iect
gain
for work
or benefit therefrom,
Developer represents and warrants that, to
no officer or employee of the City, or its
aber of the governing body of the City, and
; or has exercised any functions or
or her tenure, or who is in a position
;ider information with regard to the
any contract or
be performed in connection
)f the Project at any
Section 12.2.
under this Agreement by
is dispatched
delivered personally,
Demands. A notice.
r to the other shall
, postage prepaid,
or delivered if it
aested, or
(a) In
the Developer
case of the Developer, is addressed or delivered personally to
; Heinz Road, Iowa City, Iowa 52240.
(b) the case of the City, is addressed to or delivered personally to the
City at Civic Center, 410 E. Washington Street, Iowa City, Iowa, 52240, Attn: City
Manager;
-19-
or to such other designated individual or to such other address as any party shall have
furnished to the other in writing in accordance herewith.
Section 12.3. Titles of Articles and Sections. An'
Articles, and Sections of this
and shall be disregarded in construing
several parts,
only
12.4. Counterparts. This A
of which shall constitute one
executed in any number of
same instrument.
Section Governing Law. This A
accordance with t laws of the State of Iowa.
shall be governed and construed in
Section 12.6·
entire a
and replaces all
This Agreement may not
hereto.
This
md the exhibits hereto reflect the
the subject matter hereof, and supersedes
or discussions, whether oral or written.
a subsequent writing signed by all parties
Section 12.7. Successors
inure to the benefit of and be bindin
successors and assigns.
This Agreement is intended to and shall
parties hereto and their respective
Section 12.8. Termination i
further force or effect on and
IN WITNESS
in its name and behalf by its
by its City Clerk, the
name and behalf by Alpla
(SEAL)
ATTEST:
'. and be of no
r December 31, 20~x
the City has caused this'~greement to be duly executed
or and its seal to be hereun'~ duly affixed and attested
has caused this Agreement to'h~xduly executed in its
Iowa, Inc.~
CITY OF IOWA CITY, IOWa,x
By:
Mayor
By:
City Clerk
- 20 -
ALPLA OF IOWA, INC.
By:
ATTEST:
By:
_(title)
STATE OF IOWA )
) SS
COUNTY OF __ )
On this __ day of
for said County, personally
personally known, who
respectively of the City of Iowa City
under the laws of the State of Iowa
is the seal of said Municipal
on behalf of said Municipal
and said Mayor and City Clerk
of said Municipal Corporation
that t
and that said
2003, before me a Notary Public in and
and Marian Karr to me
are the Mayor and City Clerk,
Corporation, created and existing
the foregoing instrument
~gned and sealed
~f its City Council
to be the free act and deed
~ it voluntarily executed.
Notary Public Iowa
-21 -
STATE OF
COUNTY OF
)
) SS
)
On 's day of ,
Notary ', in and for said County, in said State,
and , to me
me duly sworn, say that they are the
Alpla of Iowa. was s~
that the said and
acknowledged the instrumen
corporation, by them ily executed.
the undersigned, a
~ known, who, being by
and of
on behalf of said corporation; and
, as such officers
voluntary act and deed of said
and for
County and State
- 22 -
EXHIBIT A
DEVELOPMENT
The Deve'i'opment Property is described as,
parcels of land located in the City
particularly described as follows:
of all that certain parcel or
of Johnson, State of Iowa, more
Lots 2 and 3, BDI 5th Addition,
County, Iowa.
24, Township 79N, Range 6W, Johnson
A-1
and\or additions to
the Development
actual assessed value of the
first year for which
EXHIBIT B
MINIMUM
consist of
56,000 Square
Minimum
construction of improvements
:building and the
Square Feet for industrial uses on
must result in an increase in
~ of at least fifteen (15) percent as of the
Grant is received.
B-1
EXHIBIT C
CERTIFICATE OF
the City of Iowa City, Iowa (the "{
having ce for the transaction of business at
on or about the __. day
and deliver, the other, an Agreement for 1
"Agreement"),
of the Agreement, to > and maintain
and as more particularl
. and ALPLA OF IOWA, INC.,
Heinz Road, Iowa City, Iowa (the
., 2003, make, execute
Redevelopment (the
accordance with the terms
real property located within the City
Lots 2 and 3, BDI 5th /
County, Iowa.
Township 79N, Range 6W, Johnson
WHEREAS, the Agreement
restrictions with respect to
the Developer to construct certain
accordance with the Agreement; ~
certain covenants and
and obligated
(as defined therein) in
WHEREAS.
conditions insofar as they
manner deemed by the Cit,
permit the execution and r
the
conformance with'
of this certification.
performed said covenants and
Minimum Improvements in a
building plans to
NOW,
that all covenants and
Developer, and its succes~
the
hereby released ~
described herein.
for recording and to rec
of the satisfactory term
respect to the
Section 3.2 of the A this is to certify
the Agreement with respect to ~bligations of the
~signs, to construct the Iv
have been completed and performed by are
and forever terminated insofar as they apply to e land
~ P, eeorder of Johnson County is hereby to accept
the filing of this instrument, to be a conclusive determination
covenants and conditions of said Agreement with
the Minimum Improvements on the Development Property.
C-1
All other provisions of the Agreement shall otherwise' a in full force and effect
until termination as provided therein.
CITY
CITY, IOWA
By: __
ATTEST:
By:
City Clerk
C-2
STATE OF IOWA )
) SS
£ JOHNSON )
On this
said County,
known, who being
respectively
under the laws of the
is the seal of said Municipal
on beha
and said Mayor and City Clerk
of said Municipal Corporation by it,
appeared Ernest W.
om, did say
a City, Iowa, a
__ day of ,2003, me a Notary Public in and for
and Marian Karr, to me personally
the Mayor and City Clerk,
Corporation, created and existing
tl affixed to the foregoing instrument
instrument was signed and sealed
, authority and resolution of its City Council
said instrument to be the free act and deed
Notary Public
'ohnson County, Iowa
C-3
City of Iowa City
MEMORANDUM
DATE:
TO:
FROM:
RE:
March 18, 2003
City Council and City Manager
Steven Nasby, Community and Economic Development CoordinatorC~:~1
T[F Development Agreement for Alpla of iowa, [nc.
Alpla is a bottle manufacturing company that recently located in Iowa City. in 2002, AIpla
constructed a 56,000 square foot plant at 2258 Heinz Road creating approximately 24 jobs.
Sales growth from out of state clients has lead Alpla to consider building another plant
outside of Iowa or expanding their facilities in iowa City.
Alpla has requested that the City of Towa City consider Tax increment Financing ('I'[F) to
assist the company with the completion of a $3.1 million expansion. This expansion would
add 86,000 square feet of manufacturing\distrubution\warehouse space and create
additional employment opportunities.
The proposed development agreement includes T~F tax rebates of 100% for five years (that
would apply only to the new portion of the plant) and an up front payment of $35,000 to
the company for the construction\installation of an electrical transformer. The development
agreement caps the amount of the 'I'[F tax rebates at $475,000. [n sum, the total
assistance provided by the City would not exceed $5:[0,000 over the term of the agreement.
[n considering Alpla's request for assistance, staff consulted the City's financial assistance
guidelines. The proposed project is consistent with these established guidelines. Some of
the key points are as follows:
· Significant private contribution relative to the public assistance requested
($3,:[00,000 vs. $5:[0,000)
· No new municipal capital improvements are required
· The property tax base will be increased through local expansion
· Full-time, long-term jobs with competitive benefits
· Potential for future growth
· Builds on the resources and workforce of the local community
· Environmentally sound company operations
Since development agreements are negotiable between the City and the Developer, there is
not a specific formula to determine the amount of assistance, as each project is unique. For
this project, we have looked at the current plant and operations, the amount of the new
investment, the size of the expansion and the overall number of jobs to be provided by the
company.
Cc:
Karin Franklin, Director of Planning and Community Development
Ken Sigman, Alpla of Iowa, Tnc.
City of Iowa City
MEMORANDUM
DATE:
TO:
FROM:
RE:
March ].9, 2003
Council Member Pfab
Steven Nasby, Community and Economic Development Coordinator
Repayment of Debt Through Tax Increment Financing
Tn the proposed development agreement, between the City of Iowa City and Alpla of Iowa
Incorporated, an up front payment of $35,000 is included that will enable the business to
make site improvements. Council member Pfab requested a brief explanation of how the
City would recover this proposed $35,000 payment to Alpla of Iowa, Incorporated.
Attached is a copy of the State Code, 403.19(2), that describes the process the City would
use to recapture this investment. Essentially, the City would certify this as debt to the City
Assessor's Office and would be repaid through the future property taxes that are generated
by the business. Since this development agreement also provides for five years of tax
rebates to Alpla of Iowa, Incorporated, we are anticipating that the $35,000 (plus a
reasonable amount of interest) would be repaid to the City of Iowa City in 2009 or 2010.
Cc:
City Council
City Hanager
Karin Franklin, Director of Planning and Community Development
Kevin O'Malley, Finance Director
sum of~he assessed value of the taxable property
in the urban renewal area, as shown on the assess-
ment roll as of January 1 of the calendar year pro-
ceding the effective date of the ordinance. Tiffs
choice to divide a portion of the taxes shall not be
construed to change the effective date of the divi-
sion of property tax revenue with respect to an ur-
ban renewal plan in existence on July 1, 1994.
b. For the purpose of allocating taxas levied by
or for any taxing district which did not include the
territory in an urban renewal area on the effective
date of the ordinance or initial adoption of the
plan, but to which the territory has been annexed
or otherwise included after the effective date, the
assessment roll applicable to property in the an-
hexed territory as of January 1 of the calendar
year preceding the effective date of the ordinance,
which amends the plan to include the annexed
area, shall be used in determining the assessed
valuation of the taxable property in the annexed
area.
c. For the purposes ofdividingtaxes under sec-
tion 260E.4, the applicable assessment roll for
purposes of paragraph "a"shall be the assessment
roll as of January 1 of the calendar year preceding
the first written agreement providing that all or a
portion of program costs are to be paid for by incre-
mental property taxes. The COmmunity college
shall file a copy of the agreement with the ap-
propriate assessor. The assessor may, within four-
teen days of such filing, physically inspect the ap-
plicable tawable business property. If upon such
inspection the assessor determines that there has
been a change in the value of the property from the
value as shown on the assessment roll as of Janu-
ary 1 of the calendar year preceding the filing of
the agreement and such change in value is due to
new construction, additions or improvements to
existing structures, or remodeling of existing
structures for which a building permit was re-j
qulred, the assessor shall promptly determine the !
value of the property as of the inspection in the]
manner provided in chapter 441 and that value-
shall be included for purposes of the jobs tralulng
project in the assessed value of the employer's tax-
able business property as shown on the assess-
ment roll as of January 1 of the calendar year pre-
ceding the filing of the agreement. The assessor,
within thirty days of such filing, shall notify the
community college and the employer or business
of that valuation which shall be included in the as-
sassed valuation for purposes of this subsection
and section 260E.4. The value determined by the
assessor shall reflect the change in value due sole-
ly to new construction, additions or improvements
to existing structures, or remodeling of existing
structures for which a building permit was re-
qnired.
2. That pertion of the taxes each year in excess
of such amount shall be allocated to and when col-
lected be paid into a special fund of the municipali-
ty to pay the principal of and interest on loans,
moneys advanced to, or indebtedness, whether
funded, refunded, assumed, or otherwise, includ-
ing bonds issued under the authority of section
403.9, subsection 1, incurred by the municipality
to finance or refinance, in whole or in part, an ur.
ban renewal project within the area, and to pro.
vide assistance for low and moderate income fami-
ly housing as provided in section 403.22, except
that taxes for the regular and voter-approved
physical plant and equipment levy of a school dis-
trict imposed pursuant to section 298.2 and taxes
for the payment of bonds and interest of each tax-
ing district must be collected against all taxable
property within the taxing district without limita.
tion by the provisions of this subsectian. However,
all or a portion of the taxes for the physical plant
and equipment levy shall be paid by the school dis-
trict to the municipality if the municipality certi-
fies to the school district by July I the amount of
such levy that is necessary to pay the principal and
interest on indebtedness incurred by the munici.
pality to finance an urban renewal project, which
indebtedness was incurred before July 1, 2000.
Such school district shall pay over the amount cer-
tiffed by November 1 following certification to the
school district. Unless and until the total assessed
valuation of the taxable property in an urban re-
newal area exceeds the total assessed value of the
taxable property in such area as shown by the last
equalized assessment roll referred to in subsec-
tion 1, all of the taxes levied and collected upon the
taxable property in the urban renewal area shall
be paid into the funds for the rospsetive taxing dis.
tricts as taxes by or for the taxing districts in the
same manner as all other property taxes. When
such loans, advances, indebtedness, and bonds, if
any, and interest thereon, have been paid, all mon-
eys thereafter received from taxes upon the tax-
able property in such urban renewal area shall be I
paid into the funds for the respective taxing dis- ]
tricts in the same manner as taxes on all other ~
property. . ·
3. The portion of taxes mentioned in subsec-
tion 2 and the special fund into which they shall be
paid, may be irrevocably pledged by a municipali-
ty for the payment of the principal and interest on
loans, advances, bonds issued under the authority
of sectian 403.9, subsection 1, or indebtedness in-
curred by a municipality to finance or refinance, in
whole or in part, the urban renewal project within
the area.
4. As used in this section the word '?:axes"in.
cludes, but is not limited to, all levies on an ad val-
orem basis upon land or real property.
5. A municipality shall certify to the county
auditor on or before December 1 the amount of
loans, advances, indebtedness, or bonds which
qualify for payment from the special fund referred
to in subsection 2, and the filing of the certificate
shall make it a duty of the auditor to provide for
the division of taxes in each subsequent year until
the amount of the loans, advances, indebtedness,