HomeMy WebLinkAbout2003-07-01 Resolution July 1 ,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 2: O0 . o'clock P.M., on the above
date. There were present the Mayor Lehman , in the chair, and the
following named Council Members:
Champion, Kanner, Lehman, O'Donnell, Pfab,
Vanderhoef, Wilburn
Absent: None
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Whereupon, Council Member Champion 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
UNTIED NATURAL FOODS, 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 Wi 1 burn seconded the motion. The roll was
called and the vote was,
AYES: Pfab. Vanderhoef. Wilhurn_. £hampinn: I tahman:
O'Donnell
NAYS: Kanner
Whereupon, the Mayor declared the measure duly adopted.
RESOLUTION NO. 03-205
RESOLUTION APPROVING AND AUTHORIZING
EXECUTION OF AN AGREEMENT FOR PRIVATE
REDEVELOPMENT BY AND BETWEEN THE CITY OF
IOWA CITY AND UNITED NATURAL FOODS, 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
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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 United Natural Foods, 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 complete certain Minimum Improvements (as
defined in the Agreement) generally consisting of improvements to the existing 120,500
square foot Blooming Prairie Warehouse through the construction of additional freezer,
refrigeration, warehousing or distribution space totaling approximately 140,000 square
feet for industrial uses on the Development Property all as more fully described on
Exhibit B of the Agreement. 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; and
WHEREAS, the Agreement further proposes that the City agrees to provide up to
six (6) consecutive annual payments to the Developer commencing on January 1, 2007
and ending on January 1, 2012, the aggregate of all such payments not to exceed
$1,000,000, 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 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
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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 1st day of dul.y ,2003.
Mayor
ATTEST:
Cler~
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CIG-3
CERT~ICATE
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 accordanbe 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 rules 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 1st day
of ,luly ,2003.
City C~rk, Iowa City, Iowa
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Recorded: 09/t8/2003 et 01:32:41 PM
Fee Amt: S151,00 Page 1 of 29
Johnson County [owe
Ktmber[v A. Palnter Countv Recorder
3642PO364-392
AGREEMENT FOR PRIVATE REDEVELOPMENT
By and Between
THE CITY OF IOWA CITY, IOWA
AND
UNITED NATURAL FOODS, INC.
AGREEMENT FOR
PRIVATE REDEVELOPMENT
THIS AGREEMENT FOR PRIVATE REDEVELOPMENT (hereinafter called
"Agreement"), is made on or as of the ~1~-~ dayof ,F~.ll~l~Ml:~a~4~ ,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, 2003, as amended (hereinafter called
"Urban Renewal Act") and United Natural Foods, Inc., having an office for the
transaction of business at 2340 Heinz Road, Iowa City, Iowa 52240 (the "Developer").
WITNESSETH:
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, herein "Project 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 1.1. 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.
Ci_ty means the City of Iowa City, Iowa, or any successor to its functions.
Code means the Code of Iowa, 2003, 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 United Natural Foods, Inc., a corporation organized and existing
under the laws of Delaware and qualified to do business in the State of Iowa.
Development Property means that portion of the Heinz Road Urban Renewal Plan
Area of the City described in Exhibit A hereto.
Economic Development Grants mean the Tax Increment payments to be made by
the City to the Developer under Article VIII of this Agreement.
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Event of Default means any of the events described in Section 10.1 of this
Agreement.
First Mortgage 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 fund any portion of the construction costs and initial
operating capital requirements of the Minimum Improvements, or all such Mortgages as
appropriate.
UNITED NATURAL FOODS - TIF Account means a separate account within the
Heinz Road Urban Renewal Tax Increment Revenue Fund of the City, in which there
shall be deposited all Tax Increments received by the City with respect to the Minimum
Improvements.
Minimum Improvements shall mean the construction of improvements to the
existing structure and the construction of a new commercial building, together with all
related site improvements as outlined in Exhibit B hereto. Minimum Improvements shall
not include increases in assessed or actual value due to market factors.
Mortgage means any mortgage or security agreement in which the Developer has
granted a mortgage or other security interest in the Development Property, or any portion
or parcel thereof, or any improvements constructed thereon.
Net Proceeds means any proceeds paid by an insurer to the Developer under a policy
or policies of insurance required to be provided and maintained by the Developer, as the
case may be, pursuant to Article V of this Agreement and remaining after deducting all
expenses (including fees and disbursements of counsel) incurred in the collection of such
proceeds.
Ordinance mean Ordinance No. 02-195 of the City, under which the taxes levied on
the taxable property in the Project Area shall be divided and a portion paid into the Iowa
City Urban Renewal Tax Increment Revenue Fund.
Project shall mean the construction and operation of the Minimum Improvements on
the Development Property, as described in this Agreement.
Project Area shall mean the Heinz Road Urban Renewal Plan Area.
State 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 Delays 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 parties, 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 WARRANTIES
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.
(h) 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 broach 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.
Additionally, this Agreement has been duly and validly authorized, executed and
delivered by the City, and is in full force and effect as a valid and legally binding
instrument of the City, enforceable in accordance with its terms.
(c) The City will cooperate in providing all necessary approvals for the
construction of the Minimum Improvements in an expeditious manner.
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 Delaware, 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
enfomeable in accordance with its terms, except as the same may be 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
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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.
(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.
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The Developer agrees to complete Minimum Improvements generally consisting of
improvements to the existing 120,500 square foot Blooming Prairie Warehouse through
the construction of additional warehousing and/or distribution space totaling
approximately 140,000 square feet for industrial uses on the Development Property on or
before December 31, 2004, 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.
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 Developer's
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. Upon
adequate completion of the actions necessary to respond to the deficiencies outlined in the
written statements, the City shall issue the Certificate of Completion.
ARTICLE IV. RESERVED
ARTICLE V. INSURANCE
Section 5.1. Insurance Requirements.
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(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
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 carded 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 part 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 fome and effect. Unless otherwise
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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
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 $50,000 in amount to, or destruction of, the Minimum Improvements or any
portion thereof resulting from fire or other casualty. 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.
(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 Records. The Developer will keep at all times proper
books of record and account in which full, true 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.
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Section 6.3. Compliance 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.
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
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 distribution
center\warehouse 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
January 1, 2005 until the Termination date the Developer will maintain a minimum
monthly average of at least three hun&ed (300) 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.
The three hundred (300) Full Time Employment Units will pay an hourly wage between
$10.00 and $30.00 for an average hourly wage equal to at least $11.75 per hour. In
addition, Developer will provide these positions with competitive benefits as outlined by
the Developer in its 6/27/03 CEBA application to the Iowa Department of Economic
Development.
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
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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 1,2011 both dates inclusive. Upon certification by the Developer
on or before November 1, 2004, the City will certify, under Iowa Code Section 403.19, to
establish a base value as of January 1, 2003.
ARTICLE VII. ASSIGNMENT AND TRANSFER
Section 7.1. Status of the Developer; Transfer of Substantially All Assets. 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 or
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, other legal entity 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, such consent not to be unreasonably withheld,
delayed or conditioned. 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 the Developer, or
to any entity that acquires substantially all of the assets or capital stock of Developer or
substantially all of the assets of Developer' s Blooming Prairie Warehouse operating unit,
or to any corporate successor to Developer by consolidation, merger or otherwise, and (b),
the Developer may (1) mortgage, pledge or otherwise encumber any/or all of its assets as
security for any financing of the Minimum Improvements; (2) assign its rights under this
Agreement to a third party, provided such assignment 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
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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 up to six 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, 2007 and end on June 1, 2012, or when the
total aggregate amount of all annual grants total $1,000,000. 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 Ordinance (without
regard to any averaging that may otherwise 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, 2005 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 thereat:ter 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 of 2005, respectively,
the first Economic Development Grant would be paid to the Developer on June 1, 2007).
(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 t~eonomie Bevelopment Grant may be made to the Beveloper 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
-12-
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
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 parties 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 $1,000,000. 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 Minimum Improvements of the Development
Property as of January 1, 2005, 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 $1,000,000.
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 $1,000,000. 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 forth 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
-13-
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 UNITED NATURAL FOODS - 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 UNITED NATURAL FOODS - TIF Account to pay the Economic
Development Grants, as and to the extent set forth in Section 8.1 hereofi The Economic
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 UNITED NATURAL FOODS - TIF
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 Increments. 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 of the land and existing
-14-
improvements 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.
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 relative to
the construction of the Minimum Improvements.
(b) 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.
-15-
(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.
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
(B) make an assignment for the benefit of its creditors; or
-16-
(C) admit in writing its inability to pay its debts generally as they become
due; or
(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 bankmptcy 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
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
(0 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 Party not in default, as
specified below, may take any one or more of the following actions after (except in the
case 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
Party not in default to the Party in default 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 Party in default does
not provide assurances reasonably satisfactory to the Party not in default that the Event of
Default will be cured as soon as reasonably possible:
(a) The Party not in default may suspend its performance under this
Agreement until it receives assurances from the Party in default, deemed adequate by the
Party not in default, that the Party in default will cure its default and continue its
performance under this Agreement;
(b) The Party not in default may terminate this Agreement;
(c) The City may withhold the Certificate of Completion; or
-17-
(d) The Party not in default 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 Party in default, as the
case may be, under this Agreement.
Section 10.3. No Remedy Exclusive. No remedy herein conferred or reserved 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 exercise 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 exercised 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 Attomeys' 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
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 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 party 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 General Manager at 2340 Heinz Road, Iowa City, Iowa 52240.
-19-
(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;
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. Goveming 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, 2012.
Section 12.9 Recording. This Agreement shall be recorded at the Johnson County
Recorder's Office, Iowa City, within 30 days of execution at the expense of the
Developer.
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 United Natural Foods, Inc.
- 20 -
(SEAL) By:CITY O~
SE~L ayor ' "
ATTEST:
UNITED NATURAL FOODS, Inc.
ATTEST:
~/~ ~v' ¢~4~i~.g~ra~ (title)
STATE OF IOWA )
) ss
COUNTY OF ~'C~,'moq)
On this c~t~ day of ~..~/3-tte,m ~e/~, 2003, before me a Notary Public in and
for said County, personally appeared Ernest W. Lehman and Marian Kart 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
STATE OF/qt~c~cc~' )
) ss
CO~TY OF ~ ~[~ )
~ ~is ~ day of ~~ ,2003, before me ~e ~de~i~e~ a
No~ ~blic ~ ~d for said Co~, ~ s~d S~te, ~on~ly ap~ed
~ ~d ~ ~' , to me ~on~ly ~o~, who, ~g by
me duly sworn, ~d ~y ~at ~ey ~e ~e ~ ~~ of
United Na~ F~ ~d ~at s~d ins~ent w~ si~ed on behalf of ~d go~o~ion;
~d ~at ~e ~id ~ ~d ,~, ~C~ ~ , ~ such office~
ac~owledg~ ~e execution of said ins~ent t~ ~e vol~ ~t ~d de~ of s~d
co~omtion, by ~em volubly executed.
No~ ~blic h ~d for~~ Co~ ~d State o~ ~
NOTARIAL SEAL
-1-
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:
Parcel 1
Lots 7 and 8, BDI Second Addition to Iowa City, Iowa, according to the plat
thereof recorded in Book 19, Page 80, Plat Records of Jotmson County, Iowa.
Parcel 2.
Lot 8, BDI Fifth Addition to Iowa City, Iowa, according to the plat thereof
recorded in Book 29, Page 74, Plat Records of Johnson County, Iowa.
Excepting therefrom that portion of Lot 8 lying within Auditor's Parcel No. 99041,
according to the plat thereof recorded in Book 40, Page 220, Plat Records of Johnson
County, Iowa.
Parcel 3
Lot 9, BDI Fifth Addition to Iowa City, Iowa according to the plat thereof
recorded in Book 29, Page 74, Plat Records of Johnson County, Iowa.
Also including that portion of Lot 6, BDI Second Addition, according to the plat
thereof recorded in Book 29, Page 74, Plat Records of Johnson County, Iowa, described
as Auditor's Parcel 96052 on plat of survey recorded in Book 29, Page 74, Plat Records
of Johnson County, Iowa.
Also including that portion of Lot 10, BDI Fifth Addition, to Iowa City, Iowa,
according to the plat thereof recorded in Book 29, Page 74, Plat Records of Johnson
County, Iowa, described as Auditor's Parcel B on plat of survey recorded in Book 34,
Page 207, Plat Records of Johnson County, Iowa.
Excepting therefrom that part of Lot 9, designated as Auditor's Parcel A on plat of
survey recorded in Book 34, Page 207, Plat Records of Johnson County, Iowa.
Also Excepting that part of Lot 9, designated as Auditor's Parcel 96051 on plat of
survey recorded in Book 37, Page 48, Plat Records of Johnson County, Iowa.
Also Excepting therefrom that portion of Lot 9 lying within Auditor's Parcel No.
99041, according to the plat thereof recorded in Book 40, Page 220, Plat Records of
Johnson County, Iowa.
A-1
Parcel 4
Auditor's Parcel No. 99042, according to the plat thereof recorded in Book 40,
Page 220, Plat Records of Johnson County, Iowa, said parcel is contained within Lot 9,
BDI Fifth Addition to Iowa City, Iowa, according to the plat thereof recorded in Book 29,
Page 74, Plat Records of Johnson County, Iowa.
Parcel 5.
Auditor's Parcel No. 99043, according to the plat thereof recorded in Book 40,
Page 220, Plat Records of Johnson County, Iowa, said parcel is contained within Lot 6,
BDI Second Addition to Iowa City, Iowa, according to the plat thereof recorded in Book
29, Page 74, Plat Records of Johnson County, Iowa.
As commonly referred to 2340 Heinz Road, Iowa City, Iowa.
A-2
EXHIBIT B
MINIMUM IMPROVEMENTS
The Developer agrees to complete Minimum Improvements generally consisting of
improvements to the existing 120,500 square foot Blooming Prairie Warehouse through
the construction of additional freezer, refrigeration, warehousing or distribution space
totaling approximately 140,000 square feet for industrial uses on the Development
Property on or before December 31, 2004. 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 UNITED NATURAL
FOODS, Inc., having an office for the transaction of business at 2340 Heinz Road, Iowa
City, Iowa (the "Developer"), did on or about the __ 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
Parcel 1
Lots 7 and 8, BDI Second Addition to Iowa City, Iowa, according to the plat
thereof recorded in Book 19, Page 80, Plat Records of Johnson County, Iowa.
Parcel 2
Lot 8, BDI Fifth Addition to Iowa City, Iowa, according to the plat thereof
recorded in Book 29, Page 74, Plat Records of Johnson County, Iowa.
Excepting therefrom that portion of Lot 8 lying within Auditor's Parcel No. 99041,
according to the plat thereof recorded in Book 40, Page 220, Plat Records of Johnson
County, Iowa.
Parcel 3
Lot 9, BDI Fifth Addition to Iowa City, Iowa according to the plat thereof
recorded in Book 29, Page 74, Plat Records of Johnson County, Iowa.
Also including that portion of Lot 6, BDI Second Addition, according to the plat
thereof recorded in Book 29, Page 74, Plat Records of Johnson County, Iowa, described
as Auditor's Parcel 96052 on plat of survey recorded in Book 29, Page 74, Plat Records
of Johnson County, Iowa.
Also including that portion of Lot 10, BDI Fifth Addition, to Iowa City, Iowa,
according to the plat thereof recorded in Book 29, Page 74, Plat Records of Johnson
County, Iowa, described as Auditor's Parcel B on plat of survey recorded in Book 34,
Page 207, Plat Records of Johnson County, Iowa.
Excepting therefrom that part of Lot 9, designated as Auditor's Parcel A on plat of
survey recorded in Book 34, Page 207, Plat Records of Johnson County, Iowa.
C-1
Also Excepting that part of Lot 9, designated as Auditor's Parcel 96051 on plat of
survey recorded in Book 37, Page 48, Plat Records of Johnson County, Iowa.
Also Excepting therefrom that portion of Lot 9 lying within Auditor's Parcel No.
99041, according to the plat thereof recorded in Book 40, Page 220, Plat Records of
Johnson County, Iowa.
Parcel 4
Auditor's Parcel No. 99042, according to the plat thereof recorded in Book 40,
Page 220, Plat Records of Johnson County, Iowa, said parcel is contained within Lot 9,
BDI Fifth Addition to Iowa City, Iowa, according to the plat thereof recorded in Book 29,
Page 74, Plat Records of Johnson County, Iowa.
Parcel 5
Auditor's Parcel No. 99043, according to the plat thereof recorded in Book 40,
Page 220, Plat Records of Johnson County, Iowa, said parcel is contained within Lot 6,
BDI Second Addition to Iowa City, Iowa, according to the plat thereof recorded in Book
29, Page 74, Plat Records of 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-2
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
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
City of Iowa City
MEMORANDUM
TO: City Council
FROM: Tracy Hightshoe, Associate Planner'''~.'~
DATE: June 30, 2003
RE: United Natural Foods, Inc.
United Natural Foods, Inc. (UNFI) has approached the City requesting financial
assistance for the expansion of their operations at the Iowa City facility. United
Natural Foods is a national distributor of natural and organic foods and related
products. United Natural Foods acquired Blooming Prairie, located in Iowa City,
in September of 2002.
Due to growth, UNFI will need to expand its warehouse and distribution space in
the Midwest. They have been evaluating a location in Indianapolis as well as
their site in Iowa City. The Indianapolis location is slightly closer to Chicago, the
shell of the building has already been constructed, and the timeframe for
occupancy is half the time anticipated for construction in Iowa City. However, the
company's preference is to stay in Iowa and to invest in the community in which
Blooming Prairie has its roots. Blooming Prairie was founded in 1974 in Iowa
City.
The company proposes to invest approximately $9,600,000 to expand their Iowa
City facility by 140,000 square feet. The company anticipates the expansion will
generate 130 additional full time jobs over the next three years. The costs of
building in iowa have been offset by the incentives outlined in the initial package
that the State of Iowa submitted. The State's assistance is dependent upon local
assistance. Therefore, the economic assistance available is an important factor
in the continuation and expansion of the Blooming Prairie facility in Iowa City.
Blooming Prairie currently employs 218 in an approximately 120,500 square foot
facility.
UNFI requests the following financial assistance: a CEBA application for
$500,000 ($250,000 forgivable loan, $250,000 direct loan) from the Iowa
Department of Economic Development (IDED), and a local contribution
consisting of an 100% property tax rebate for a six-year period on the
improvements completed. The company will also submit an application for the
New Capital Investment Program through IDED.
The CEBA funding award would come through the Iowa Department of Economic
Development. The CEBA program requires a city, county, or community college
to apply on behalf of the business since a local contribution is required. Our local
contribution is the proposed TIF rebate.
June 30, 2003
Page 2
For the Private Redevelopment Agreement, the Developer must meet the
following major requirements to receive the proposed 100%, 6-year property tax
rebate on the Minimum Improvements:
UNFI must complete the Minimum Improvements, of an up to 140,000 square
foot addition by December 31,2004
· Maintain a minimum monthly average of 300 employees at an average hourly
wage equal to at least $11.75 per hour.
· Provide competitive benefits as outlined in the CEBA application submitted
June 27, 2003.
UNFI would continue to pay property taxes on the existing facility. The rebate
only applies to the assessed value of the completed improvements.
The CEBA application, Redevelopment Agreement, and a summary of the New
Capital Investment Program provided by the IDED are enclosed. I will be at the
July 1st City Council meeting for any additional questions.
cc: Steve Atkins
Karin Franklin
Sarah Holecek
Steven Nasby
Prepared by: Steven Nasby, Comm. & Eco. Dev. Coord., 410 E. Washington St., iowa City, iA 52240 (319) 356 5248
RESOLUTION NO. 03-206
RESOLUTION AUTHORIZING APPLICATION FOR FINANCIAL ASSISTANCE FROM
THE IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT FOR COMMUNITY
ECONOMIC BETTERMENT ACCOUNT (CEBA) FUNDS TO ASSIST UNITED NATIONAL
FOODS INC. EXPANSION.
WHEREAS, the Iowa City Community Economic Betterment Account (CEBA) program provides
loans to cities to promote economic development and create long-term employment
opportunities; and
WHEREAS, it is in the public interest to use State funding to encourage economic development
in Iowa City, Iowa; and
WHEREAS, the City of Iowa City desires to apply for and obtain $500,000 in CEBA funding from
the Iowa Department of Economic Development in the form of a loan, in order to assist in the
expansion of the United National Foods Inc. facility in Iowa City (also known as Blooming
Prairie), Iowa; and
WHEREAS, it is necessary to provide a local contribution, and the City has chosen the form of
tax increment financing as an economic development tool within the Heinz Road Urban
Renewal Plan Area; and
WHEREAS, in order to obtain a competitive CEBA loan, the City has approved entry into a
property tax rebate agreement with United Natural Foods Inc., which was approved by
Resolution No. 03-205 ; and
WHEREAS, the City has the authority to provide financial assistance for promotion of economic
development.
NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA
CITY, IOWA, THAT:
1. It is in the public interest to encourage economic development by the City of Iowa City,
as applicant, and United National Foods Inc. as the business, applying for CEBA
funding.
2. The Mayor and City Clerk are hereby authorized to make formal application for financial
assistance to the Iowa Department of Economic Development for Community Economic
Betterment Account funds in the amount of $500,000.
Resolution No. 03-206
Page 2
3. The City Manager is hereby authorized to take any additional actions required by the
Iowa Department of Economic Development and the CEBA program in order to secure
said funding.
Passed and approved this 1st day of ~lul.v ,20 03
Approved by
CITY'~,LE RK ' ' (City A~ney's I.~ffi~e (~ - .:1~-O.~
It was moved by ~1i 1 burn and seconded by 0' Oonnel 1 the Resolution be
adopted, and upon roll call there were:
AYES: NAYS: ABSENT:
X Champion
X Kanner
X Lehman
X O'Donnell
X Pfab
X Vanderhoef
X Wilburn
SMART IDEA
Michael Blouin, Director
Iowa Department of Economic Development
Application For
CEBA
Financial Assistance
Division of Business Development
Iowa Department of Economic Development
August 2002
Community Economic Betterment Account (CEBA) Financial Assistance Program Page 2
CEBA Application Table of Contents ......................................................................................................... 2
Introduction ................................................................................................................................... 3
General Instructions ..................................................................................................................... 3
Application Cover Sheet ............................................................................................................... 4
Application Security and Signatures .............................................................................. 5
Required Attachments and Submissions ................................................................................ 6 - 7
Rating and Evaluation for the CEBA Regular Program ............................................................... 8
Rating and Evaluation for the CEBA Venture Component ........................................................... 9
August2002
Community Economic Betterment Account (CEBA) Financial Assistance Program Page 3
Introduction.
The purpose of the Community Economic Betterment Account (CEBA) program is to assist communities
of the State with their economic development efforts and to increase employment opportunities for
lowans by increasing the level of economic activity within the state. The program structure provides
financial assistance to businesses and industries which require assistance in order to create new job
opportunities or retain existing jobs which are in jeopardy. Also, the program may provide
comprehensive management assistance to businesses involved with the CEBA program. Assistance may
be provided to encourage new business start-ups, expansion of existing businesses, or the recruitment of
out-of-state businesses into Iowa.
Although applications are submitted on behalf of businesses, only cities, counties, or
community colleges are eligible applicants. The individuals listed as the applicant contact
person should be prepared to complete paperwork and discuss funded projects for the full
duration of the project, usually three to five years.
A business receiving CEBA funds is required to make available at least 10 percent of the jobs
created to qualified Promise Jobs program participants. To meet the minimum requirements of
this provision, the business shall provide to the area Workforce Development Center, job
descriptions of the positions to be created and certify to the Department that qualified Promise
Job Participants shall receive hiring consideration. In addition, the business is encouraged to
undertake fudher affirmative action to hire Promise Job participants, such as publicly advertising
job openings. Promise Jobs is a program designed to assist individuals on government
assistance to garner the necessary skills and education for employment opportunities.
General Instructions for Submittin.q Application,~
1) Before completing this form and applying for funds, make sure you have read the CEBA
administrative rules, application rating formulas, and the accompanying instructions.
2) Fill out the application cover sheet and any other required attachments completely. If any
questions are left unanswered or required attachments are not submitted, an explanation
must be included.
3) Only typed applications and business plans will be accepted and reviewed. Send the
original and one copy of the completed application form (pages 3-6) and attachments.
4) Use clear and concise language. Any inaccurate information of a significant nature may
disqualify the application from consideration and will certainly delay the review process.
5) Return the completed application form, business plan and any attachments to:
CEBA- Business Development
Iowa Department of Economic Development
200 East Grand Avenue, Des Moines, IA 50309
August2002
Community Economic Betterment Account (CEBA) Financial Assistance Program Page 4
Return Completed Applications to:
CEBA- Division of Business Development
Iowa Department of Economic Development
200 East Grand Avenue, Des Moines, Iowa 50309
Date Submitted: June 27, 2003
(Please check program component for which you are applying):
Small Business Gap financing New Business Opportunity
New Product Development __Venture Component X Modernization
City or County Sponsoring Application The City of Iowa City
Mayor or Chairperson Mayor Ernest W. Lehman
Address 410 East Washinqton, Street, Iowa City, IA Zip Code 52240
Contact Person Steven Nasby Title Community & Economic Development Coordinator
Phone 319-356-5248 Fax 319-356-5009 Email Steven-Nasby(~,iowa-city.orq
Ownership Structure and History (Check Applicable Answers):
Corporation X Partnership.__ Sole Proprietorship.__ Limited Liability Co.
Cooperative__
New Business Expansion of Existin9 Business X For Profit X Not for ProfiL
Business Receiving Funding United Natural Foods, Inc
Project Address 2340 Heinz Road, Iowa City, IA 52245
Mailing Address 260 Lake Road, Dayville, CT 06241 Zip Code 06241
Contact Person Thomas A. Dziki Title Mana,qer of Special Proiects
Phone 860-779-2800 x 2434 Fax 860-774-6140 Email tdzikiC~,unfi.com
Person Authorized to Obligate Business Thomas A. Dziki
Federal ID Number 05-0376157 Website http://www, unfi.com
Fundinq Information
Total Project Budget $ 9,600,000 Amount Requested from CEBA $ 500,000
Loan Amount $ 250,000 Forgivable Loan Amount $ 250,000
August 2002
Community Economic Betterment Account (CEBA) Financial Assistance Program Page 5
Speci[y loan and forgivable loan amounts. See Chapter 53, Section 261 in the Administrative Rules for maximum funding amounts.
The Program is not designed to provide 100% funding for any project and limits assistance based on the type of project submitted.
Security
It is expected that 100% of the award be secured. Acceptable security includes Personal Guarantee,
Corporate Guaranty, UCC Financing Statement, Mortgage on Real Estate or Irrevocable Letter of Credit.
Please list below the security to be pledged, the value and position of that security, and the amount owed
(if applicable). If for some reason, this standard is not possible, an explanation must be provided.
Collateral description. This Collateral would be in the form of an irrevocable letter of credit
provided by our primary lendin,q bank, should the application be approved.
Note: All awards secured by Personal Guarantees will require a current financial statement from each of
the personal guarantors, which must be attached to the application as an exhibit.
Violations of Law
Has the business been cited or convicted for violations of any laws or regulations (including
environmental or safety regulations? If yes, please explain.
RELEASE OF INFORMATION AND CERTIFICATION
I hereby give permission to the Iowa Department of Economic Development (IDED) to research the
company's history, make credit checks, contact the company's financial institutions, and perform
other related activities necessary for reasonable evaluation of this proposal. I understand that all
information submitted to IDED relating to this application is subject to the Open Records Law
(2001 Iowa Code, Chapter 22) and that confidentiality may not be guaranteed. Copies of Iowa's
Open Records law and IDED's administrative rules relating to public records are available from
the Department upon request. I hereby certify that all representations, warranties, or statements
made or furnished to the IDED in connection with this application are true and correct in all
material respect. I understand that it is a criminal violation under Iowa law to engage in deception
and knowingly make, or cause to be made, directly or indirectly, a false statement in writing for
the purpose of procuring economic development assistance from a state agency or subdivision.
Signature/of Co~0.~mpany Officer Authorized to Obligate Business
.,x/~ /~.---'"~ Steve... Townsend - President, CEO
Signature Type Name and Title
d to Obligate City or County
~ Ernest W. Lehman - Mayor
Type Name and Title
NOTE: IDED will not provide assistance in situations where it is determined that any representation, warranty, or
statement made in connection with this application is incorrect, false, misleading or erroneous in any material respect.
If assistance has already been provided by IDED prior to discovery of the incorrect, false, or misleading
representation, IDED may initiate legal action to recover CEBA funds.
August2002
Community Economic Betterment Account (CEBA) Financial Assistance Program Page 6
The Department reserves the right to negotiate the amount, term, interest rate, secudty and other conditions of any
CEB^ loan or forgivable loan prior to the award.
August2002
Community Economic Betterment Account (CEBA) Financial Assistance Program Page 7
X__ A. Provide a brief description and history of the Business and describe the proposed project.
X__ B. The business plan which shall include at a minimum; marketing study, feasibility study,
projected profit and loss statements for three years into the future, project budget,
production operations, management structure, personnel needs, description of product
or process, status of product/process development and patent status (if applicable).
X__ C. Supplemental information not included in a business plan as outlined above.
X__ D. For existing businesses, the business plan shall also include: profit and loss statements
and balance sheet for past three years, schedules of aged accounts receivable, aged
accounts payable, and a schedule of other debts.
X__ E. Personal financial statements of principal owners and/or those who may be
guaranteeing the debt if other than principal owners.
X_._ F. Community resolution authorizing submission of the application and map indicating
location of project.
X G. List of FTE jobs pledged during project period with name of position and the starting
wage for jobs to be created and the current wage for existing jobs to be retained.
X__ H. Does business operate any other facilities in Iowa? Yes __ No X If yes, attach
location and number of FTE employees at each.
X I. Will any current FTE employees lose their jobs if the project does not proceed? Yes
X No __ If yes, attach explanation regarding the number, location and why.
X J. Copies of the company's Quarterly Iowa Employer's Contribution and Payroll Report
for the past year and a copy of the most recent payroll report for one-pay period.
X K. Description of fringe benefits provided by company to employees.
X L. Complete project budget on page 6 showing sources and uses for all project funding.
Attach cost estimates and other documentation regarding project financing as needed.
X M. If Corporation, copy of Corporate Resolution authorizing company officials to execute
application and necessary loan documents, if approved.
X N. Business' Federal Identification Number 05-0376157
X O. Has any part of project started? Yes __ No X If yes, attached explanation.
X P. Explain the need for the specific type of assistance requested and why state assistance
is needed and can not be obtained elsewhere.
August2002
Community Economic Betterment Account (CEBA) Financial Assistance Program Page 8
SUMMARY OF PRO3ECT COSTS AND PROPOSED
FZNANCTNG SOURCES
USE OF FUNDS SOURCES
(Summarize All Sources from (~uestions 27)
ACTZVZTY COST SOURCE A SOURCE B SOURCE C SOURCE D SOURCE E SOURCE F
1. Land
Acquisition $ 0
2. Site
Preparation ~; 840~000 $ 840f000
3. Building
Acquisition ~ 0
4. Building
Construction ~ 6~880~000 ~ 2S0f000 ~ 250~000 ~5r380~000 ~;1~000~000
S. Building
Remodeling $ 580~000 $ 580~000
6. Machinery &
Equipment $ Zr300~000 $1~300~000
7. Furniture &
Fixtures
8. Permanent
Workin Ca ital
(Detail:)
9. Other:
10. Other:
TOTAL: $gf600rO00 ~250~000 $250~000 $8~100r000 ~lrO00~O00
TERMS OF PROPOSED FZNANCZNG
Source A: STATE ASSTSTANCE (CEBA) $ 2S0,000 Direct Loan 2% 7 Years
Source B: STATE ASSISTANCE (CEBA) $ 2S0,000 Forgivable Loan N/A N/A
Source C: Existing Credit Facility $ 8~Z00~000 Direct Loan N/A N/A
Source D: Tax Zncrement Financing $ Z,000,000 Tax Rebate N/A N/A
Source E: $
Source F: $
I TOTAL: $ 9~600,000
(1) For example: Forgivable Loan, Dired~ Loan, Grant, Equity, etc.
August 2002
Community Economic Betterment Account (CEBA) Financial Assistance Program Page 9
RATING AND EVALUATION FOR THE
COMMUNITY ECONOMIC BETTERMENT ACCOUNT (CEBA)
REGULAR PROGRAM
The following information is needed from applicants to assist the Iowa Department of Economic
Development in evaluating requests for funding. An existing business plan may suffice for
items below; however, some addenda may be necessary and should be noted on the
documentation checklist form (See Exhibit '1). All applications and business plans should
contain clear and concise language. The maximum total score possible is 200 points and
projects that score less than 120 points will not be recommended for funding. The IDED staff
shall evaluate and rank applications on the following criteria:
1) Local effort compared with local resources - Maximum 20 points. This includes
assistance from the city, county community college, chamber of commerce, economic
development group, utilities or other local sources, compared to the resources
reasonably available from those sources.
The form of local assistance compared to the form of CEBA assistance requested will be
considered (in-kind, grant, loan, forgivable loan, job training, tax abatement, tax
increment financing, etc.).
2) Community Need - Maximum '10 points. This includes considerations such as
unemployment rates, per capita income, major closings and layoffs, declining tax base,
etc.
3) Private contribution compared with CEBA request - Maximum 30 points. The
greater the contribution by the assisted business, the higher the score. Conwntional
financing will be considered a private contribution. Contribution in the form of~new cash
equity by the business owner will result in a higher score.
4) Comprehensive community and economic development plan - Maximum t0 points.
A community submitting a comprehensive community and economic development plan
meeting the requirements of 261 - Chapter 80 will receive 10 points.
5) Extra points if small business~ as defined by SBA - Maximum 10 points.
6) Proiect impact on the state and local economy which includes the followin.q:
Cost I Benefit Analysis - Maximum 40 points. This factor compares the amount
requested to the number of jobs to be created or retained as defined in the program rules
and the projected increase in state and local tax revenues. Also considered here is the
form of assistance requested. For example, a forgivable loan will receive a lower score
than a loan.
Quality of iobs pledRed - Maximum 40 points. Higher points to be awarded for higher
wage rates, lower turnover rates, full-time, career-type positions, relative safety of pledged
jobs, health insurance and other fringe benefits offered and paid for by employer, other
related factors.
August2002
Community Economic Betterment Account (CEBA) Financial Assistance Program Page 10
Economic impact - Maximum 40 points. Higher points to be awarded for base economic
activities such as greater percentage of sales out of state or import substitution, higher
proportion of in-state suppliers, greater diversity of state economy, fewer in-state
competitors, potential for future growth of industry, consistency with state strategic plan for
economic development for targeted cluster industry development, increased value to
agricultural commodities, degree of utilization of agricultural or value-added technology
from an Iowa educational institution, a project which is not a retail operation, a project
which includes remediation or redevelopment of a brownfield site
7) Final impact score. Sum of project impact scores (maximum 120 points) multiplied by a
reliability factor (as a percent). Measures the feasibility of the business venture, the reliability
of the job creation and financial estimates, the likelihood of success, the creditworthiness of the
business and whether the project would occur without state assistance.
RATING AND EVALUATION FOR THE
COMMUNITY ECONOMIC BETTERMENT ACCOUNT (CEBA)
VENTURE COMPONENT
The following information is needed from applicants to assist the Iowa Department of Economic
Development in evaluating requests for funding. An existing business plan may suffice for
items below; however, some addenda may be necessary and should be noted on the
documentation checklist form (See Exhibit '1). All applications and business plans should
contain clear and concise language. The maximum total score possible is 110 points and
projects that score less than 60 points will not be recommended for funding. The IDED staff
shall evaluate and rank applications on the following criteria:
1) Jobs associated with the proiect - Maximum 10 points. Factors considered include, but are
not limited to, the number of jobs to be created, if any, or the potential for job creation as a result
of the project, the quality of jobs, wages and benefits.
2) Additional fundinR sources - Maximum 10 points. The amount of the total project
costs coming from sources other than CEBA Venture funds including, but not limited to,
private equity investment, conventional loans, owners equity investment, or other
acceptable forms of investment as determined by the department.
3) StrenRth of the business plan - Maximum 60 points. Factors to be considered, but
are not limited to, a description of the business and the overall industry, the experience
level of the business management team, a description of the product and production
plan, project financial projections, feasibility of the product and project, market
identification and marketing strategy.
4) Potential return on investment of the CEBA Venture award - Maximum t 0 points,
5) Potential for future Rrowth of the business - Maximum 5 points.
August2002
Community Economic Betterment Account (CEBA) Financial Assistance Program Page 11
6) Local financial support - Maximum 10 points. The amount of the total project costs
attributable to local funding sources including, but not limited to, city, county, community
college, chamber of commerce, economic development groups, utilities or other local
soumes compared to the resources reasonably available from those sources.
7) Comprehensive community and economic development plan - Maximum 5 points.
A community submitting a comprehensive community and economic development plan
meeting the requirements of 261-Chapter 80 will receive five extra points.
For more information, see General Program Information - CEBA Administrative Rules, Economic
Development [261], Chapter 53, Community Economic Betterment Program, in the Iowa
Administrative Code, located at the following web site link:
http:/hNWW, leg is. state, ia. us/lAC, html
August2002
Exhibit 1 - A
Provide a brief description and history of the Business and describe the proposed project.
United Natural Foods is the largest publicly traded wholesale distributor to the
natural and organic foods industry, and the leading independent national distributor
of natural foods and related products, including nutritional supplements and personal
care items, in the United States. Carrying more than 30,000 products, the
Company supplies over 10,000 customers nationwide and services a wide variety of
retail formats, including super natural chains, independent natural product retailers
and conventional supermarkets.
United Natural Foods is also the parent company to Albert's Organics, a wholesale
distributor of organic produce, Hershey 1import Co., linc., one of the leading
importers, processors, packagers, and wholesale distributors of nuts, dried fruit,
seeds, trail mixes, and natural and organic products, Additionally, through our
subsidiary, the Natural Retail Group, we own and operate twelve natural products
retail stores located in the eastern United States. The company operates Z0
Distribution facilities across the nation ranging in size from 250,000 SF to 300,000
SF.
Blooming Prairie was founded in 1iowa City in 1974 and distributed 15,000 products
to 13 different states in the upper Midwest. United Natural Foods acquired Blooming
Prairie, located in 1iowa City, in October of 2002. This acquisition strengthened and
expanded the presence of United Natural Foods in the Mid-West, and more than
quadrupled our market share in that key part of the country. As a result, Blooming
Prairie has become one of the key business units that we operate, and gives us
greater flexibility to serve our customers nationwide.
United Natural Foods currently employs 238 people at the 1iowa City location. The
existing facility is 120,424 SF and the business is currently leasing additional
warehouse space at 2 off site location. The proposed project will more than double
the square footage of the existing structure, and by adding more than 140,000 SF.
This addition would extend to the East of the existing structure, and provide United
Natural Foods with over 88,000 square feet of new dry goods warehouse space as
well as 51,000 square feet of freezer and cooler space. We anticipate that with this
expansion, the increase in sales capacity of this facility will generate 130 full time
jobs over the course of the next 3 years. We anticipate the total investment in this
project to be approximately $9,600,000 Dollars.
Exhibit 1-B
Exhibit 1-C
Exhibit 1-D
Exhibit 1-E
United Natural Foods Inc. has become the nation's leading supplier of wholesale
natural foods and products. We have experienced growth in this segment of the food
business because of an increasing awareness of the advantages of a healthy natural
and organic diet. By merging with and acquiring established companies such as
Blooming Prairie, United Natural Foods Inc. continues to expand its presence
nationally.
With recent health trends in the United States, and people's attitude towards organic
foods, we believe that the demand for natural food products will continue to grow.
This project would allow us to operate out of a facility with sufficient space to serve
the demand of the Mid-west market going forward. By undertaking this project, we
will be able to increase the product offerings available to our customers and bring
them in line with product selection currently available in other regions of the country.
The location in Iowa City provides a strategic advantage for distribution into Chicago
and the other major markets in the Midwest due to interstate access. We operate an
entire fleet of tractors and trailers to make all deliveries and it is therefore important
that our operations are centrally located within the Midwest service area.
If we did not expand in Iowa City, our other option would be to close the facility and
move operations to Indianapolis. We currently have a lease / purchase proposal
before us for a new facility in that market. This location is slightly closer to Chicago,
and the shell of the building has already been constructed, the time frame for
occupancy is half the time frame anticipated for construction in Iowa City.
The Indianapolis facility is also a less expensive solution than adding to the building
in Iowa City. These costs however have been partially offset by the incentives
outlined in the initial package that we received from the State of Iowa. We have a
great team in Iowa City, with many years of experience and expertise. Our
preference is to stay in Iowa and to invest in the community where Blooming Prairie
has its roots. The Economic Assistance available weighed heavily in our decisions.
United natural Foods Inc. will continue to use the same business plan that has
allowed us to grow into the nations largest supplier of natural foods. The proposed
expansion will allow us to better meet the needs of our customers, increase market
penetration in this growing segment of the business, and allow us to succeed.
As a publicly traded company much of the information requested is provided in our
Annual Report. As a publicly traded company, much of the information requested is
also of a confidential nature and is not typically provided for this purpose. A
Consolidated Statement of Operations Data covering the past 5 years is attached
from our Fall 02 10-K filing to provide a snapshot of our business operations. More
detailed financial information is available at our website under the investor relations
link.
Exhibit I - G
List of FTE jobs pledged during project period with name of position and the starting wage for jobs to be
created and the current wage for existing jobs to be retained.
Currently Blooming Prairie employs 218 people at the Iowa City warehouse and distribution
center, We anticipate that the new project would require approximately 130 new
employees, bringing the total to an estimated total of 348 employees, This chart breaks
down current employment in iowa City with job titles and wages and also projects new
positions and wages to be created with the expansion of the Iowa City building.
IOepartment ~Job IBaseS/Hr IRetained ICreated I
[existing)
701001 Chief Financial Officer $47.32
701001 Finance Manager $20.07
701001 General Ledger Bookkeeper $14.87
701000 Finance Clerk $11.8S
701000 Collections Specialist/Bookkeeper $10.9~:
701000 Finance Clerk $9.9`"
701000 Finance Clerk $9.62
(proposed)
701000 Finance Clerk $10.7."
701000 Finance Clerk $10.7`"
701000 Finance Clerk $10.7.~
701000 Finance Clerk $10.7.~
F201001 IDirector of Marketing $28~73I
1801001 ISales Representative $214 51
101001 Customer Service Manager $21,04
201001 Marketing Manager $21.03
801001 Sales Representative $18.25
802001 Sales Representative $17.77
801000 Sales Representative $17.38
801001 Sales Representative $17.09
702001 Administrative Assistant $15.29
801001 Sales Representative $15.05
201001 Buying Club Representative $15.03
101001 Customer Service Supervisor $14.97
101000 Lead Dedicated CSR $14.33
802000 vlerchandiser $13.31
101000 ;ustomer Service Rep - Dedicated $12,12
101000 .3ustomer Service Rep - Dedicated $11.82
3ustomer Service Rep - Whole
101000 --oods $11.53
Exhibit I - G
101000 ~,ustomer Service Rep - Dedicated $11.52
_~01000 Vlarketing Assistant $11.44
101000 `customer Service Representative $11.26
101000 ,Sustomer Service Rep- Dedicated $11.19
101000 `customer Service Representative $10.93
~01000 ,~ustomer Service Representative $10.93
I 01000 `customer Service Representative $10.93
301000 Sales Assistant $10.93
101000 :~eceptionist $10.62
I 01000 3ustomer Service Representative $10.61
I 01000 3ustomer Service Representative $10.61
101000 3ustomer Service Representative $10.10
[proposed)
101000 3,ustomer Service Representative $10.61
101000 `customer Service Representative $10.61
101000 ,Customer Service Representative $10.61
101000 `customer Service Representative $10.61
101000 ,Customer Service Representative $10.61
101000 3ustomer Service Representative $10.61
301001 Sales Representative $17.09
301001 Sales Representative $17.09
301001 Sales Representative $17.09
-~01001 3uying Club Representative $15.03
-~01001 3uying Club Representative $15.03
.~01001 3uying Club Representative $15.03
301000 Sales Assistant $10.93
301000 Sales Assistant $10.93
301000 Sales Assistant $10.93
302000 Vlemhandiser $13.31
302000 Vlerchandiser $13.31
302000 Vlerchandiser $13.31
~ ',existing)
1901001 :)irector of Information Systems $44.57
901001 `computer Programmer $25.50
901001 3ystem AdministratodProgrammer $25.50
901001 `computer Programmer $16.12
901000 3ustomer Tech Support Specialist $15.02
901000 `customer Tech Support Specialist $13.44
',proposed)
901001 `computer Programmer $16.12
901001 ;omputer Programmer $16.12
901000 `customer Tech Support Specialist $13.44
901000 `customer Tech Support Specialist $13.44
Exhibit i - G
[existing)
102001 Human Resoumes Manager $19.68
~05001 Safety Manager $17.31
102000 HR Clerk $10.25
[proposed)
102000 HR Clerk $10.25
102000 HR Clerk $10.25
[existing) 16
301001 Purchasing Manager $22.6c~
301001 Purchaser $22.08
301001 Purchaser $19.46
301001 Purchaser $18.75
301001 Purchaser $18.43
301001 Purchaser $16.3C
301001 Purchaser $15.86
102000 Payroll/HRIS Coordinator $15.38
301000 Purchasing Assistant $14.7~
_~01001 Publications Coordinator $14.26
301000 New Product Coordinator $12.0c~
301000 Purchasing Assistant $12.0c.
301000 Purchasing Assistant $10.5C
~-01000 Pool Worker $t0.2,~
-~01000 Publications Assistant $9.68
301000 Purchasing Clerk $9.2C
[proposed)
301001 Purchaser $15.88
301001 Purchaser $15.88
301001 Purchaser $15.88
301000 Purchasing Assistant $10.5C
301000 Purchasing Assistant $10.5C
301000 Purchasing Assistant $10.5C
301000 Purchasing Clerk $9.2C
301000 Purchasing Clerk $9.2C
301000 Purchasing Clerk $9.2£
[existing) 41
106001 Director of Transportation $32.87
301001 Trucking Manager $23.67
301001 Dispatcher $20.0~:
301001 Logistics Coordinator In-Bound $19.6C
501000 ;)river $19.4,~
501000 ;)river $19.24
Exhibit I - G
501000 :)river $18.94
501000 :)rivedDriver Trainer $18.54
501000 :)river $18.20
501000 :3river $18.18
301000 :)rivedDispatcher $18.00
501000 :)river $17.89
501000 :) river $17.82
301000 ~)river $17.59
501000 :)river $17.51
301000 :)river $17.42
501000 :)river $17.30
501000 :)river $17.30
501000 :)river $17.04
501000 :)river $16.97
501000 :)river $16.48
501000 :)river $16.45
501000 :)river $16.22
501000 ::)river $16.16
501000 :)river $15.75
501000 :)river $15.75
501000 :)river $15.75
501000 :)river $15.75
501000 :)river/Yard Jockey $15.50
601000 :)ispatcher $15.39
501000 :)river $15.23
501000 Driver $15.00
501000 Driver $14.61
501000 Driver $14.61
501000 Driver $14.50
501000 Driver $14.00
501000 Driver $14.00
501000 Driver $14.00
501000 Driver $13.68
501000 Driver/Yard Jockey $12.80
601000 Trucking Clerk $10.52
(proposed)
`301000 Dispatcher $15.39
301000 Dispatcher $15.39
301000 Dispatcher $15.39
,301000 Dispatcher $15.39
501000 Driver/Yard Jockey $12.80
501000 Driver/Yard Jockey $12.8(
501000 Driver $13.6~
501000 Driver $13.6~
501000 Driver $13.6~
.501000 Driver $13.6~
Exhibit 1 - G
501000 Driver $13.68
501000 Driver $13.68
501000 Driver $13.68
501000 Driver $13.68
501000 Driver $13.68
501000 Driver $13.68
501000 Driver $13.68
501000 Driver $13.68
501000 Driver $13.68
501000 Ddver $13.68
501000 Driver $13.68
501000 Driver $13.68
~01000 Driver $13.68
~01000 Driver $13.68
',existing) '110
105001 ~,ssistant Warehouse Manager $20.19
102001 Narehouse Supervisor $17.19
103001 Narehouse Supervisor $16.35
~02001 Narehouse Supervisor $15.87
401001 Narehouse Supervisor $15.40
402000 _ead Receiving Worker $15.35
401001 Narehouse Supervisor $14.90
402000 ~eceiver $13.63
701000 ~eceiving Clerk $13.34
402000 ~eceiver $13.06
403000 nventory Control Assistant $13.05
401000 Narehouse Worker $12.84
402000 3tocker/Receiver $12.81
402000 Receiver $12.78
402000 Lead Receiving Worker $12.41
402000 Receiver $12.18
401000 Warehouse Worker $12.07
701000 Receiving Clerk $11.88
401000 Warehouse Worker $11.82
401000 Warehouse Worker $11.7[
402000 Lead Receiving Worker $11.7z
402000 Receiver $11.62
402000 Receiver $11.62
401000 Lead Worker - Freezer $11.61
402000 Receiver $11.61
502000 Receiver $11.61
502000 StockedReceiver $11.61
501000 Warehouse Worker $11.5,~
~01000 Lead Warehouse Worker $11.3,c
Exhibit 1 - G
402000 Receiver $11.37
402000 ~,eceiver $11.37
402000 3rocker/Receiver $11.37
401000 Narehouse Worker $11.32
401000 .ead Warehouse Worker $11.05
402000 ~eceiver $11.05
402000 ~eceiver $11.05
402000 ~eceiver $11.05
402000 ~eceiver $11.05
402000 3rocker/Receiver $11.05
402000 3tockedReceiver $11.05
402000 3tockedReceiver $11.05
401000 Narehouse Worker $11.02
401000 _ead Warehouse Worker $10.84
401000 Narehouse Worker $10.75
101000 Narehouse Worker $10.75
~05000 Narehouse Administrative Asst. $10.61
~01000 Narehouse Worker $10.60
~02000 :~eceiver $10.55
102000 ~eceiver $10.55
102000 :~eceiver $10.55
102000 :~eceiver $10.55
~02000 ~eceiver $10.55
102000 :~eceiver $10.55
102000 ~eceiver $10.55
101000 Narehouse Worker $10.54
~,01000 Narehouse Worker $10.54
~,01000 Narehouse Worker $10.54
~01000 Narehouse Worker $10.54
~01000 Narehouse Worker $10.54
~-01000 Narehouse Worker $10.54
~01000 Narehouse Worker $10.54
~.01000 Narehouse Worker $10.54
~05000 ~/arehouse Clerk $10.51
~05000 ~Varehouse Clerk $10.45
~01000 /Varehouse Worker $10.25
~0'1000 ~Varehouse Worker $10.25
~01000 A/arehouse Worker $10.25
~-01000 Narehouse Worker $10.25
~.01000 ~/arehouse Worker $10.25
~01000 Narehouse Worker $10.25
~.01000 A/arehouse Worker $10.25
101000 A/arehouse Worker $10.25
101000 A/arehouse Worker $10.25
~01000 A/arehouse Worker $10.25
101000 A/arehouse Worker $10.2~
Exhibit 1 - G
401000 Narehouse Worker $10.25J
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
403000 nventory Control Assistant $10.04
403000 nventory Control Assistant $10.04
403000 nventory Control Assistant $10.04
401000 Narehouse Worker $10.04
401000 Narehouse Worker $10.04
401000 Narehouse Worker $10.04
401000 Narehouse Worker $10.04
401000 Narehouse Worker $9,75
401000 Narehouse Worker $9,75
401000 Narehouse Worker $9.75
401000 Narehouse Worker $9.75
401000 Narehouse Worker $9,75
401000 Narehouse Worker $9.75
401000 Narehouse Worker $9.75
401000 Narehouse Worker $9.75
401000 Narehouse Worker $9.75
401000 Narehouse Worker $9.75
401000 Narehouse Worker $9.75
401000 Narehouse Worker $9.75
401000 Narehouse Worker $9.75
401000 Narehouse Worker $9.75
401000 Narehouse Worker $9.75
401000 Narehouse Worker $9.75
401000 Narehouse Worker $9.75
401000 Narehouse Worker $9.75
401000 Narehouse Worker $9.75
401000 Narehouse Worker $9.75
401000 Narehouse Worker $9.75
401000 Narehouse Worker $9.75
405000 nvoicer $9,00
(proposed)
405001 IFirst Shift Warehouse Manager $20.69
405001 3econd Shift Warehouse Manager $20.69
401001 Narehouse Supervisor $15.90
401001 Narehouse Supervisor $15.90
401001 Narehouse Supervisor $15.90
401001 Warehouse Supervisor $15.90
401001 Warehouse Supervisor $15.90
402000 Receiver $11.05
402000 Receiver $11.05
402000 Receiver $11.05
Exhibit ! - G
402000 Receiver $11.0,~
402000 Receiver $11.0,"
402000 Receiver $11.0,~
402000 Receiver $11.0,~
402000 Receiver $11.0,~
402000 ~eceiver $11.0f
402000 :~eceiver $11.05
402000 ~eceiver $11.05
402000 ~eceiver $11.05
402000 ~eceiver $11.05
402000 ~eceiver $11.05
402000 ~eceiver $11.05
403000 nventory Control Assistant $10.54
403000 nventory Control Assistant $10.54
403000 nventory Control Assistant $10.54
403000 nventory Control Assistant $10.54
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10~25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
401000 Narehouse Worker $10.25
Exhibit I - G
401000 ¢/arehouseWorker $10.2~
401000 Warehouse WoOer $10.25
401000 Warehouse Worker $10.2~
401000 Warehouse Worker $10,2~
401000 Warehouse Wo~er $10.2~
401000 WarehouseWorker $10.2~
401000 WarehouseWorker $10.2~
401000 Warehouse Worker $10.2[
401000 WarehouseWorker $10.2[
401000 Warehouse Worker $10.2[
(existing)
404000 Maintenance Supervisor $13.0(:
404000 Janitor $11.1~
404000 Janitor $9.2,~
404000 Janitor $9.0(:
404000 Janitor $9.0(:
(proposed)
404000 Janitor $9.0(:
404000 Janitor $9.0(:
404000 Janitor $9.00i
Retained Create~d~o
~otal Employees 218
Exhibit ! - I
Will any current FTE employees lose their jobs if the project does not proceed? Yes X No__ If
yes, attach explanation regarding the number, location and why.
If the proposed expansion does not proceed in Iowa City all 218 jobs at the Blooming Prairie
warehouse will be lost. As United National Foods Inc. is a national company, we must look
to operate our business in a location that offers us the best combination of labor, business
climate, and access to transportation to undertake this project. If the company and its
partners were unable to put together an attractive financial package, the warehouse would
be relocated to take advantage of the economic conditions offered out of state.
The 218 employees in the Iowa City warehouse are as follows:
7 Finance
30 Sales and Marketing
6 Information Technology
3 Human Resources
16 Purchasing
41 Transportation
:Zl0 Warehouse
5 Maintenance
Exhibit I - ]
Copies of the company's Quarteriy Iowa Employer's Contribution and Payroll Report for the past year and a
copy of the most recent payroll report for one-pay period.
Enclosed, please find the 4 quarterly Employer's Contribution & Payroll Reports from
Blooming Prairie for 2002, as well as the most recent Payroll Summary Report from United
Natural Foods,
JF.4nployer,'s Contributiofl & Payroll Repor~ ~5-s3oo
le~ Wo~e D~.~pment . A~tn~ Tax ~ ~ Page of
Pa~t ~mpu~ofl (If no wages ~is qua~er, ~ instm~ions)_
1. To~l Wages (NI Pages) ...................... S /. ~ ~, ~
a. Con~U~ Due 2~2 S18,6~ O.50A 0.037~
Otgm2x 0.~50 ) .................... $ ~.~- ~.,~ ~,~,~,~,.
4. Surcharge O~ 42-107087g 04-30-02
(item 2 X O. 0~37 ) .................... $ ~. ~0
5, To~l lines 3 a~ 4 .............................. $ ~ ~L~ZHG PRaiRiE CO-OP ~EHOUSE
6 Interest Due (See Ins~c~ons) ............... $ ~ BLUING PRAIRIE WAREHOUSE
T. Penal~ Due (~e Ins~c~) ............... $ ~ 2340 HEINZ RD
~. To~ai Due (Items S, 6and7) ................. $ ~',. '~- ~' ~/' I~A CITY IA 52240-2602
g. ~ount ~e from P~vious Qua~r .......... $
10, Credit O~ ~om Prev~us Qu~er ............ $
(~ke cfl~ ~y~b ~ bwa Wor~or~ ~vebp~t)
If total due is less than S~.00, no payment is required; however, you are still required to file this repo~ with Iowa
Workforce Developme~L
Pa~oll ~ 14. Che~ ~ p~ll re~g ~ by: ~ magnetic ~ ~ ~e ~ d~ske~e
15. S~ial Secud~ Number ~ ~. Last Name Fimt Name MI 17. To~l Wages Paid 18. Taxable Wages Paid
PAng
~9. To~Is For Thia
~r M~ket ~r~ofl
2 5. Ir ~.e are any C~GES ~ ~m FED~ ID 8UMBE~ ACCOU~ ~ME, ADDRESS, OR O~E~g p~e ~mple:e and mmrn ~ 'EMPLO~R~ NO~CE OF C~NGE",
~ CERTIFY that [his re~ Is Vue and correct and ~at no pad o~ the contn~M[e~ was ~d~cte~ from any employee's wages.
Print Prepare¢s Name~ , t-- ~.~ .
Authorized Signature ~fl~l~. ~ ~'~1~ ~ IJ~- Date
Bu,ine3~ Telephone "'71
~1 Employer's Contribution ~ Payroll Report
~""~J ~ W~, ~vel~,t. ~t,~ T~ 12. Page of
Pa~t ~n (ff ~ w~es ~is qua~r, ~e i~s) 13, ~ ~ ~.~,a ~,
1, Total W~S (NI Page) ....................... $ I. ~J ~. ~ f.7. ~0
2. T~aUeWages(NIPages) ................... $ ~ ~1, ~7 267534-6 IAPR"~Y-JUN
3. ~b~ Due 2~2 $18,600 O.SO~ 0.03~
(Item2X 0.0050 ) .................... $ ~ ~(~. ~ ~e~
4. Surcha~e ~e 42-1070879 07-31 -02
(Item2X 0.~37 ) ........ · ........... S ~g~,~g Emp~N~&~
5. To~l ~nes 3 a~ 4 ....................... $ ~ ~ I ~. ~ BL~ZNG P~ZRZE CO-OP WAREHOUSE
6, interest D~ (~ I~) ............... $ BL~ZNG PRAZRZE ~EHOOSE
8. mo~i~(tt~5,6a~7) ................. $ . ~iq.~ 2340 HEZNZ RD
9-~un~eff~Pmv~s~a~er .......... $ ;' [~A CITY ZA 52240-2602
10. Cr~it Due f~ Pre~o~ Qua~er ............ $ ,
11.~ountPaid. .............. $ ~lq, ~-
~c ~k ~blc ~ iowl Wor~o~
· to~l due is less than S3.00, no payment is MquiMd; however, you are still required to file this repo~ with Iowa
Wo~force DeveJ-~-
15 ~cial~Number 16. ~stName RmtName MI 17. To~IW~Poid 18. Ta~bleW~esPaid
19. Totals For This Page
L~bor Market bs~orm~'t~zon
25. ~ ~e ~e a~ C~GES ~ ~ FED~ ID NUMB~ A~U~ ~ ~0~, OR ~E~. pw~ ~e ~ ~ me ~0~ NOTICE OF C~ ~,
print Prepareda Name. ~{~ ~A,~' ~ I Preparers Telephone aum~c~(~ ~ 7- ~ 71
~ Efnployer~s ~ontributi~ (~ PayFoll Rel~r~ ~-~o
IlllllIlIlll~lll ~ ~
~a~t~n (If~g~isq~,~mS) 13, ~,~
1. To~I W~ (~1 Pa~) ....................... S ~
2.75 -s I JOL-RUs-sEel .02
3. ~ Due $18,6~ 0.5~ O. 037~
4. Sur~a~e Due 42-1070879 10-31-02
(Item2X 0.~37 ) .................... S ~,j~
5. Toallin~3a~4 .............................. $ ~ 3-~q~.'~ BL~ZNG P~RZE CO-OP ~EHOUSE
6. Interest ~e (~ I~s) ............... $ BL~Z~ P~ZRZE ~EH~SE
7. Pe~ ~e (~ I~) ................ $ 2~ HEZNZ RD
8. To~l ~ (Ite~ 5, 6 a~ 7) ................. $ ~ [~' ~ [~A CZTY ZA 52240-2602
9. ~nt Due ff~ ~s Qua~er .......... $
10. ~it Due ~m P~ Q~6~r ............
If to~l due is I~s than S1.00, no ~ymeflt is required; however, you are still required to file ~ls repod with Iowa
Wo~for~ DevelopmenL
Pa~eU ~ 14. C~~b~ ~ ~fic~ ~ ~e ~ d~
15. ~al ~ N~ 16 ~st Name F~I Name MI 17. To~l W~s P~ 18. T~ W~ P~
19. Totals For This P
Laboe Market
:zoo
~w~~ ~"~.~m.~,~ .................. '31~. O0~,~
~.~mc~,~ ~ ~ ~ ~ ~ ~ ~fl, ~ ~ ~ &ln~ ~ ~s
r C~lieY ~t th~ ,.~ ~ ~e a~ ~ and ~ no ~ d h c~ufion was deduced ~ any ~'s
PHnt Pre.reda Na~ ~
l°'''
TOTRL P,
JUN--~4---~00] 15~]] BLOOMING PRRIRIE
~mFloyer~,s Con~ibut~on & Pay~o~ Repo~ ~ 65-530o (R~v 10-97)
i~w~ wo~fo¢¢e ~velop~en~ 1~. Page ...... 1 of 2
Tel~h~a (515)
)ayment Compu~flon (if no wages this qua~er, see instructions)
1 Total Wages (~l Pages) .................. $ ~./o~.,}~)y 13.1~a~un(Num~r FotMon~sof Qt~Yr
2. Taxable Wages (NI Pages) ............. $ / 7{ ~g ~Y OCT NOV DEC 4102
3. Con~bution Due Year Ta~bM Wage Basc ~Uon
(l[em 2 X 0.0OS0 ) ............... S . ~7~ .g ~ 2002 $ 18,600 0.500% 0.037%
4 Surcharge Due F~cral
(Item 2 X 0.00037 ) ................ S ~.o ~ 42-15~054 01131103
5 Total lines 3 and 4 .......................... $
6 Interest Due (~ ins~c~ons) ........ S Em~,/erName&~dm~
7. Pe~al~ Due (S~ Jns~c~ons) ........ $ Un?d Natural Foods, Inc
8 Tom~ Due (It.s 5, 6 & 7) ............... $ ,~ ~ ~.3 ~ Umted NeUral Foods, Inc
9. Amount Due From Pre~ous Qua~er., $ ;. 2340 Heinz Rd
10. Cr~i~ Due from Previous Qua~r.., $ iowa CiW, Iowa
~I. AmountPald. .................................. $ ~w~-3o 52240
(Make c~ck p~e ~ I~ Wo~orce ~velop~nt}
~ayroll. Listing 14.Ch~ E payroll re.rig ~ b~
~ Social S~W N~ 16. ~st ~me, Fi~t ~
19. Totals for this page
I CERTIFY that ~ls mpo~ ~ ~e and co.eot and ~a[ no pa~ of ~e con~Uon ~ d~ from a~ empl~ee's ~e~,
Print Prepares Na~Business Tele~ho~ ~J ~' ~ IPffi~a~ Te~phOneDate '~/~ ~/
Exhibit i - K
Description of fringe benefits provided by company to employees.
Blooming Prairie offers its employees a comprehensive benefit package, What follows is a
summary of the current benefits available at our Towa City facility:
Znsurance
Medical
· 3 Wellmark Blue Cross Alliance Select plans to choose from.
· No pre-existing condition waiting period.
· Prescription drug plan.
· Effective the Ist of the month following start date.
· Coverage available for domestic partners.
Dental
· Delta Dental plan
· Effective the 1st of month following start date.
· No employee cost for single coverage.
Life
· Company paid $10,000 term life policy.
· Option to purchase additional life insurance.
· Effective the 1st of the month following start date.
Long-term Disability · Company paid Long-Term Disability insurance.
· Effective the 1st of the month following start date.
Profit Sharing/4Ol(k) Plan · Eligible to enroll in 3anuary or .luly following I year of service.
· Employees may make tax-deferred contributions.
· Company will match 65% of the employee's contribution up to 5.2% matching.
· Employees may choose up to 5 investment options.
Paid Time Off
Vacation
· Accrual begins immediately.
· May be taken as paid time off or cashed in.
· Accrual increases after two years of employment.
Sick Leave
· Accrues each pay period.
· May be used to care for dependent children.
Other Paid Time Off
· Maternity Leave - 3 weeks paid maternity leave in conjunction with the birth of a
child; additional time off available.
· Parental Leave - 2 weeks paid parental leave in conjunction with the birth or
adoption of a child.
Emergency Leave - up to I week per year for emergencies including
family/domestic partner illnesses, funerals, or other types of personal crises.
· Seven paid holidays (including one personal holiday)
· Wellness Pay - accrue after a maximum number of sick leave hours are accrued.
Accrued wellness may be used for paid time off or cashed in.
Exhibit 1 - K
Other Benefits
Cafeteria Plan/Section 125 Flexible Benefits
· Allows employee to cover medical insurance deductions, unreimbursed health
care expenses, and dependent care expenses on a tax-deferred basis.
Tuition Assistance
· $500/year available for educational purposes. May be used for course tuition,
seminars, workshops, and correspondence courses. Includes reimbursement for
textbooks.
Employee Assistance Program · Provides short-term counseling free of charge to employee and her/his household
members.
· 100% confidential
Product Purchases
· Employees may purchase all company products at wholesale prices!
UNITED NATURAL FOOD~INC.
BOARD OFDIRECTORS
RESOLUTION
At a duly constitut~ meeting of the Board of Directors of United Natural Foods, Inc. (thc
"Corporation"), a Corporation organized under the laws of the State of]Delaware, held on
June 20, 2003, at which meeting a quorum was present and voting throughout:
VOTED: That Steven H. Townsend, President and Chief Executive Officer, or Rick
D. Puckett, Vice President, Chief Financial Officer, and Treasurer, be, and
each individually hereby is, authorized for and on behalf of the
Corporation to file with the Iowa Department of Economic Development
an application for financial assistance in tl~ amount of up to $500,000,
through one or more of its programs, for the expansion of the
Corporation's distribution center in Iowa City, Iowa, and each is further
individually hereby authorized to execute and deliver an agreement with
the City of Iowa City, Iowa for Tax Increment Financing in such form as
either of such officers shall determine, and the due execution thereof by
any one of said officers shall constitute conclusive evidence of the due
authorization thereof.
In witness whereot~ I have hereunto set my hand and affixed the seal of the Corporation
this 20t~ day of June 2003.
UNITED NATURAL FOODS, INC.
Rick D. Puckett
Vice President, Chief Financial O~'lc, er, alld Treasmer
A true copy
ATTEST:
Exhibit i - L
Complete project budget on page 6 showing sources and uses for all project funding. A~ach cost
estimates and other documentation regarding project financing as needed.
Page 6 of the application has been filled out. The summary below breaks down projected
Construction Costs.
Warehouse Area SF $1SF Cost
Freezer & Coolers 52,280 $ 65.00 $3,398,200
Dry Grocery 88,144 $ 35.00 $3,085,040
Repack Mezzanine 13,635 $ 15.00 $204,525
Grain Room 10,000 $ 30.00 $300,000
Architectural / Engineering Fees 154,949 $ 1.00 $154,949
Base Construction Cost 154,949 $ 46.10 $7,142,714
Partial Lighting Relocation of Existing Warehouse 49,000 $ 0.35 $17,150
Partial Upgrade to ESFR in Existing Warehouse 49,000 $ 1.75 $85,750
Partial Rework of Existing Rack 49,000 $ 0.50 $24,500
New Racking Installed 140,424 $ 5.00 $702,120
New Flow Rack & Conveyor for Mezzanine 26,923 $ 20.00 $538,460
Phone / Data / RF 154,049 $ 1.00 $154,049
CCTV/Security / Fire Alarms 154,059 $ 0.75 $115,544
Miscellaneous Expense 154,049 $ 0.50 $77,025
Freshen Existing Offices 14,160 $ 25.00 $354,000
5% Contingency $460,566
Total Projected Cost 154,949 $ 62.42 $9,67%877
Exhibit 1 - P
Explain the need for the specific type of assistance requested and why state assistance is needed and can
not be obtained elsewhere.
United Natural Foods Inc. has other location alternatives. The other alternatives being
considered will also adequately serve our customer's needs, just as the Towa City
warehouse has done since 1974. zt is important that Towa City and the State of Iowa put
together the best financial outlook for this project. By doing this, an incentive is created for
the company and benefits will accrue to the city and state. The alternative, locating the
current and new facilities elsewhere, will cause job and tax base loss in Towa City.
Prepared by Tracy Hightshoe, Associate Planner, 410 E. Washington St., Iowa City, iA 52240 (319)356-5244
RESOLUTION NO. 03-207
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IOWA CITY
APPROVING THE APPLICATION OF UNITED NATURAL FOODS,
INCORPORATED FOR THE PURPOSE OF RECEIVING BENEFITS UNDER
2003 IOWA ACTS, HOUSE FILE 677, THE NEW CAPITAL INVESTMENT
PROGRAM.
WHEREAS, the City of Iowa City has received a request by United Natural Foods, Incorporated
to approve and submit an application to the State of Iowa under 2003 Iowa Acts, House File
677, the New Capital Investment Program.
WHEREAS, the New Capital Investment Program was established to promote economic
development in the State of Iowa; and
WHEREAS, the City Council supports activities which promote and facilitate economic
development within Iowa City; and
WHEREAS, United Natural Foods has indicated they will:
1~ Provide comprehensive health benefits to its employees.
2.' Create at least 16 new full-time, or career positions that pay an hourly wage of $11.58 per
hour or greater.
3. Make a new capital investment of at least $9,600,000 within the next three years.
NOW, THEREFORE, BE IT RESOLVED by the City Council of Iowa City:
a. The City of Iowa City approves the expansion of United Natural Foods in Iowa City for
purposes of receiving the benefits of 2003 Iowa Acts, House File 677 authorizing the New
Capital Investment Program.
b. The city clerk shall provide a copy of this Resolution to the Iowa Department of Economic
Development.
c. Officers of the City are hereby authorized to .take such further actions as deemed necessary
in order to carry into effect the provisions of this Resolution.
d. All Resolutions and parts thereof in conflict herewith are hereby repealed to the extent of
such Conflict.
e. That the provisions of this Resolution are hereby declared to be separable and if any
section, phrase or provision shall for any reason be declared to be invalid, such declaration
shall not affect the validity of the remainder of the sections, phrases and provisions hereof.
f. This Resolution shall become effective immediately upon its passage and approval.
Resolution No.
Page 2
PASSED, APPROVED, AND ADOPTED this 1st day of July 2003.
It was moved by 0'Donne] ] and seconded by Vanden'hoer the Resolution be
adopted, and upon roll call there were:
AYES: NAYS: ABSENT:
X Champion
X Kanner
X Lehman
X O'Donnell
X Pfab
X Vanderhoef
X Wilbum
ppdcdbgYes\ncip.doc
06/27/03 FRI 13:06 FAX 516 242 4749 IDED ~001
June 2. 2003 ~[.~\ O,,,~m,~ ~
~ 1 Economic Developmen~
Associate Ple~er
Ci~ of Ion's Ci~ s M A R T ] O E A-
410 ~t W~on S~et
Iowa Ci~, ~, 52240-1826
De~ Ms.
~e N~ Cal~it~ ~ves~nt ~ ~ouse File 677) was si~ by Iowa Oov~or Vilsack on May
12, 2003 m~d ~11 t~ cff~t on l~y 1, 2003, ~ benefiting ~y comp~s with operations in Iowa.
~s new fl~c ~nfive pm~ w~ d~si~ed to ~ ad&~on~, n~ capi~l
Iow~
Follo~ '~s 1~ is a ~o page s~ of~ p~ ~d following ~t is ~c ~1 t~t of Home
Fik (~ ~7'~, the [e~slafion au~o~zlng ~s new pm~- As ~e New Capi~l ~v~s~t ~o~m
pro,des eligible b~sses wi~ stae ~come t~ credits ~d s~tc s~es ~x red, ds, th~ ~ no dk~ct
~ aw~dta to comp~ ~ou~ this pro~.
~ 677 makers no r~ement of, nor pro, sion for ~y addifion~ loc~ ~cmtiv~, b~nd who a
COmm~' [~y O~Se wish offer on i~ own. ~e ~c~ntives ~e ~1 ~om ~e state. Howev~ if you
look at Pa~;e 2 of 7 of~ 677, under Section 15.384, p~aph 3, you ~11
eli~bl~ bu~ ~css ~ r~c~ive those state inc~ws ~om ~e New C~i~ ~ves~nt ~o~m, ~e local
co~, nust approve, by r~soluflon, ~c application of the business.
As ~s is sul;b a ~ew pro~ ~d do not y~ ha~e a pm~ ~cific application devolved, ~d
~c ~ a~e,~m~t to off~ such inc~fiv~s to ~e comply, wc have ins~t~d Iowa City ~d U~i~d
Nail Foac~ to complac ~c application for benefits ~m our Co--unity Econo~c
Accost (C~BA) pro~. W~ will ~so use in~o~tion ~m that apphca~on to
comp~y's ~[i~bihty for ~ N6w Capital hves~t P~ ~ well.
We Mw mc,iwd ~om you today a copy of U~tcd Natural Foo~' CEBA application ~d it looks good.
But seme~m~ in ~c nco futu~ we ~ ~so r~uke from ~e CiW of Iowa Ci~ a resolution of suppo~
for ~a New 3apha[ lnves~nt Pro~, if you ~sh for U~ted Nail Foods to ~so r~ceivc those
State oflowl~ t~ incen~ves. ~atcvcr Tax Incr~t F~c~g (T~) incentives, or oth~ local
~c~ndves, fl~e City may ~sh to offer United Nat~ Foods is to be work~ out bc~eeu the City ~d
· C compal~. If you or o~crs ~n the City oi'iowa Ci~ ha~e question, plebe do no Msitatc to
contact me_
Sine,ely,
."
Allen Willia ~s
M~k~ing ~[~ager
515/242/4771
515/242/47~9~
Thom~ J. Vils~ck. Governor Sally I. Pede~an. Ueutenant Govornor Mich~lI Blouin. Dim~r
~ ~s~ ~l~d Averts. Des ~ines. I~a 50~ Phone; 515.242.47~ F~: 5~5.2~,4~
06/27/03 FRI 12:40 FAX 515 242 4749 IDED ~003
NEW CAPITAL ZNVESTMENT PROGRAM SUMMARY
(For Xnternal Use Only)
Proar~ Reauirements
· A E,u~iness shall not close or reduce its operation in one area of the s~ate and relocate
subs~:antlally the same operation in the communib/.
· No r(~tail businesses, No businesses where entrance is limited by cover charge or
membership requirement.
· A bu!;iness shall make a minimum capital investment of $1 million, Capitalinvestment
means the purchase price of real proper~y and any buildings or existing structures on the
prcp~;rty; the cost of improvements to real property; and the cost o£ machinery and
eq[/i~ment used in manufacturing and computers.
· THE., business shall provide comprehensive health benefits to its employees. Comprehensive
he~lth benefits will be defined as a standard medical insurance plan which the employer
pays 80% of the costs for employee-only coverage and 50% of the costs for family
cove,'age. Additional health and welfare benefiL~ provided and paid for by the employer
may be considered in situations where employers are paying a lesser percentage of ~he
medical costs. Additional health and welfare benefits include dental insurance, prescription
drug coverage, vision coverage, life insurance, disability insurance, and wellness programs,
· An al'fidavit stating that the business has not~ within the past 5 years, violated any federal
or .'~te laws, rules, or regulations. [f such violation has occurred, the business must prove
that ,:here were mitigating circumstances or that such violations did not seriously affect
publt: health or Safety or the environment.
A r,~solution of approval from the Community must accompany the business' application,'~
· The business' application must be approved by [DED prior to the initiation of the project.
· The .<.tart-up, location, or expansion of the business must be completed within three years
of th~., approval of the business' application.
Pr0je~;tEvaluatinn Criteria: The business' application will be scored based on the following
criteria .'
· impact of the proposed project on the communib/and the state.
· impact the investment will have on the ability of the business to expand, upgrade, or
mod;:rnize its capabilities.
· Curry:nb employment information (number of iowa employees; currenk wages, skill levels,
etc.) and how the current employees will be impacted by this project.
· Nu;~l~er of retained jobs (if applicable).
· Othel' characteristics that contribute to the ~luallty of the jobs, including turnover ra~e, safe
work ng environment, additional fringe benefits, etc.
· Exter,t to which the new capi~cal investment will result in a more productive and competitive
bu_,.iness enterprise and workforce.
· Local funding match.
· trnpac~ on in-sLate competitors,
· Pot~r~tial for future growth in the industry.
06/27/93 FR! 12:41 FAX 515 242 4749 IDED ~004
Zncentl~e_~.
· Re~.~r d of sales, services or use taxes paid during the construction phase of the project.
· Rese~rch and development tax credit in an amount that may be negotiated but will not
exceed 6.5%. This tax credit is refundable and is available while the business is
par:i¢lpating in the program. (This tax credit is in addition to the standard 6.5% R&D tax
credil: available to all qualified [owe businesses.)
· Investment tax credit in an amount that may be negotiated but will not exceed the
percentages listed below:
,# of New High-Quality 3obs* Investment Tax Credit Percentage
None, but economic activity within the state Up to ~%
is advanced.
3.-5 Up to 2%
$-10 Up to 3%
~ Up to 4%
16 or mi,re Up to 5%
* Hi§~,~-I)uality$ob$ mean new, full time or career positions that have a starting wage equal
to or greater than the average county wage. Please note that the Department will evaluate all
the new Jobs to be created as the result of the project and confirm which qualify as high-
quality jobs,
Addltlo_l~
Applic~ttons will be reviewed by IDED staff, who in turn will make recommendations to the
IDED l)il'ecter. The IDED Director may approve, defer, or deny applications.
Upon approval of the business' application by IDED, the business shall enter into a contract
with the Department. The contract will outline how the incentives will be repaid in the event
the busl ness does not comply with the terms of the contract, The business will be required to
certify annually that they are in compliance with the terms of the contract.
Upon (:ompletion of the "investment phase" of the project Ci.e. when the new assets are placed
in sen,ice), the business shall request that IDED issue an Investment Tax Credit certificate.
This tax credit certificate must be attached to the business' Iowa tax return in order to claim
the Inwstment Tax Credit awarded under this program.
Projects that involve the creation of high-quality jobs must, upon reaching their job creation
goal, m~)intain those jobs for two additional years.
The Navy Capital Investment Program may, at the discretion of the Department, be used in
combin~tion with CEE)A, EDSA, and other state economic development programs with the
exception of the Enterprise Zone Program and the New .lobs and Income Program.