Design Mill, Inc. Third Amendment to Iowa Values Funds Financial Assistance Contract Copyrighted
March 4, 2019
City of Dubuque Consent Items # 10.
ITEM TITLE: Design Mill, Inc. ThirdAmendmentto lowa Values Funds
Financial Assistance Contract
SUMMARY: City Manager recommending approval of a resolution
authorizing the Third ContractAmendment to the lowa
Values Funds Financial Assistance Contract by and among
the lowa Economic DevelopmentAuthority, Design Mill,
Inc., and the City of Dubuque.
RESOLUTION Approving a Third Amendment to the
Economic Development Financial Assistance Contact by
and among Design Mill, Inc., the Cityof Dubuque and the
lowa Departmentof Economic Development
SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Adopt
Resolution(s)
ATTACHMENTS:
Description Type
Design Mill ThirdAmendmentto lowa Values Funds City Manager Memo
Contract-MVM Memo
Staff Memo Staff Memo
OriginalAgreement Supporting Documentation
3rdAmendment Supporting Documentation
Resolution of Approval Resolutions
THE CITY OF Dubuque
�
AIFA�erlwGh
UB E '�� III►
Masterpiece on the Mississippi Z°°'�w'2
7A13 2017
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Third Amendment to lowa Values Funds Financial Assistance Contract by
and among the lowa Economic Development Authority, Design Mill, Inc.,
and the City of Dubuque
DATE: February 27, 2019
Economic Development Director Jill Connors recommends City Council approval of a
resolution authorizing the Third Contract Amendment to the lowa Values Funds
Financial Assistance Contract by and among the lowa Economic Development
Authority, Design Mill, Inc., and the City of Dubuque. The Third Amendment extends
the time period for job creation to June 30, 2019, which consequently also extends the
maintenance period of those jobs to June 30, 2021 . All other terms, provisions, and
conditions of the Contract remain unchanged.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
��JV'vr�"\ �Gtn.r //���{/L�t�
Mic ael C. Van Milligen �� �
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Teri Goodmann, Assistant City Manager
Cori Burbach, Assistant City Manager
Jill M. Connors, Economic Development Director
Dubuque Economic Development Department
THE CITY OF .� 5o West 13�^Street
AIFMersality Dubuque,lowa 52001-4864
D� L E � � ��� � � Office(563)589-4393
TTY(563)690-6678
http://www.cityofd u buq ue.org
2007•2012
Masterpiece on the Mississippi �,3.Zo„
TO: Michael C. Van Milligen, City Manager
FROM: Jill M. Connors, Economic Development Director
SUBJECT: Third Amendment to lowa Values Funds Financial Assistance
Contract by and among the lowa Economic Development Authority,
Design Mill, Inc., and the City of Dubuque
DATE: February 18, 2019
INTRODUCTION
This memorandum presents for City Council review and approval a resolution authorizing
the third Contract Amendment to the lowa Values Funds (IVF) Financial Assistance
Contract by and among the lowa Economic Development Authority (IEDA), Design Mill, Inc.,
and the City of Dubuque The original Contract and all amendments to date are attached.
BACKGROUND
Design Mill, Inc. (DMI) specializes in the development of software for use in the
education industry, manufacturing industry, as well as the Department of Defense. DMI
is primarily a service organization developing custom applications for other
organizations as well as software products for the retail market. DMI also delivers
engineering services and quality inspection services to the Department of Defense and
manufacturing companies. DMI's customers range from technical colleges (training
development), education companies (application development), and manufacturers
(CAD/Inspection). Regional customers include McGraw Hill, John Deere, Highland
Community College, Dura Automotive and the Rock Island Arsenal. DMI focuses on
developing content for mobile devices.
DMI is located the Historic Millwork District and has committed to creating sixteen (16)
new positions in the City of Dubuque as part of its Contract with IEDA. These jobs will
meet the State of lowa wage threshold of$19.31 per hour.
DISCUSSION
At the request of DMI, IEDA has agreed to extend the time period forjob creation, which
consequently also extends the maintenance period of those jobs.
The Project Completion Date will be extended from June 30, 2018 to June 30, 2019.
The maintenance Period Completion Date will be extended from June 30, 2020 to June
30, 2021 . All other terms, provision, and conditions of the Contract remain unchanged.
RECOMMENDATION/ ACTION STEP
I recommend the City Council adopt the attached resolution, approving the third
Contract Amendment to the Contract.
RESOLUTION NO. 73-19
APPROVING A THIRD AMENDMENT TO THE ECONOMIC DEVELOPMENT
FINANCIAL ASSISTANCE CONTRACT BY AND AMONG DESIGN MILL, INC., THE
CITY OF DUBUQUE, AND THE IOWA DEPARTMENT OF ECONOMIC
DEVELOPMENT
Whereas, Design Mill, Inc. (DMI) and the City of Dubuque (City) entered into an
Economic Development Financial Assistance Contract (the Contract) with the Iowa
Economic Development Authority (IEDA) for the expansion of Design Mill, Inc.'s (DMI)
operations in Dubuque, Iowa; and
Whereas, DMI requested an extension of the Project Completion Date in the Contract
from June 30, 2016 to June 30, 2017 in a First Amendment; and
Whereas, DMI requested an extension of the Project Completion Date in the Contract
from June 30, 2017 to June 30, 2018 in a Second Amendment; and
Whereas, DMI is now requesting a third extension of the Project Completion Date in
the Contract from June 30, 2018 to June 30, 2019 and an adjustment of the Maintenance
Period Completion Date from June 30, 2020 to June 30, 2021, as set forth in the attached
Contract Amendment; and
Whereas, the IEDA Board has approved the extension of the Project Completion Date
to June 30, 2019 and the maintenance Period Completion Date from June 30, 2020 to
June 30, 2021; and
Whereas, the parties now desire to amend the Contract as set forth in the attached
Contract Amendment.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA:
Section 1. The Contract Amendment is hereby approved.
Section 2. The Mayor is hereby authorized and directed to execute and the City
Manager is hereby directed to submit the Contract Amendment to the Iowa Economic
Development Authority together with such other documents as may be required.
Passed, approved, and adopted this 4th day of March, 2019:
Roy D.' BufahMayor
Attest:
Key' . Firnstahl, City Clerk
ECONOMIC DEVELOPMENT
ASSISTANCE CONTRACT
BY
DESIGN MILL, INC.,
THE CITY OF DUBUQUE,
AND THE
IOWA ECONOMIC DEVELOPMENT AUTHORITY
CONTRACT NUMBER: 13-DF/TC-056
TABLE OF C01�1TENTS
ARTICLE 1: CONTRACT DURATION
ARTICLE 2: DEFINITIONS
ARTICLE 3: AWARD TERMS '
ARTICLE 4: CONDITIONS TO DISBURSEMENT OF Fi.JNDS AND ISSUANCE OF TAX
CREDIT NUMBER;DISBURSEMENT TERMS
ARTICLE 5: SECURITY REQUIREMENTS
ARTICLE 6: REPRESENTATIONS AND WARRANTIES '
ARTICLE 7: COVENANTS OF THE RECIPIENT I
ARTICLE 8: COVENANTS OF THE COMMUNITY
ARTICLE 9: EVENTS OF DEFAULT;NOTICE AND OPPORTUNITY TO CLJRE; AND
REMEDIES AVAILABLE TO IEDA
ARTICLE 10: MISCELLANEOUS
CONTRACT EXHIBITS ;
Exhibit A- Recipient's Financial Assistance Application(on file�vith IEDA),Appiication# '
13-HQJTC-042 and 13-HQJDF-042
E�ibit B-3 High Quality Jobs Program—Project Completion Assistance Component Special
Conditions
Exhibit C- Description of the Project and Award Budget ''
Exhibit D- Job Obligations
E�ibit E- Irrevocable Letter of Credit
E�ibit F- Promissory Note(s) ;
Contract#13-DF/TC-056 -2- F,,,i.�p�,������t fz%i2 '
cono ic evelop ent
�4�sistance C`ont�act
RECIPIENT: DESIGN MILL, 1NC.
COMMIJNITY: CITY OF DUBUQUE
CONTRACT NUMBER: 13-DF/TC-056r
AWARD DATE: JUNE 21, 2013
AWARD AMT.—FINANCIAL ASSISTANCE $80,000 '
This ECONOMIC DEVELOPMENT ASSISTANCE CONTRACT (Conti•act) is made as of the
Contract Effective Date by the Iowa Economic Development Authority (IEDA),200 East Grand Avenue, '
Des Moines, IA 50309, and Design Mill, Inc. (Recipient), 115 N. Main Sh•eet, Elizabeth, IL 61028 and
the City of Dubuque(Community), 50 West 13`�'Street,Dubuque, IA 52001.
WHEREAS, the Recipient submitted an application to IEDA requesting assistance in the
financing of its Project as mot•e fully described in Exhibit C, Descr•iption of tl7e Project and Ainarcl ;
Budget(the Project);and '
WHEREAS, tl�e Iowa Economic Development Authority Board (IEDA Board) awarded the ;
Recipient assistance for the Project fi•om the funding sources identified herein (collectively, the Award),
all of which are subject to the terms and conditions set forth herein; and ';
NOW THEREFORE, in consideration of the mutual promises contained herein and intending to
be legally bound,the Recipient,the Community and IEDA agree to the following terms: ,
Contract# 13-DF/TC-056 -3- F„n.���,•o,�e�t rzitz ',
ARTICLE 1: CONTRACT DURATION '
This Contract shall be in effect on the Contract Effective Date and shall remain in effect unti] after �
completion of each of the foliowing: '
(a) TI�r•ozrgh Pr•oject Perrod Completion Date. Through the Project Period Completion Date and for a
reasonable period of time after Project Period Completion Date during which IEDA will conduct Project
closeout procedures to verify that the Project was completed in compliance with Contract requirements. '
(b) Through Maintenm�ce Period Completio��Date and Conb�act-Closeout. Tlu•ough the Maintenance I
Period Completion Date and for a reasonabie period of time after Maintenance Period Completion Date
dnring which IEDA will condnct closeout procedures to vej•ify that the Project was inaintained in
carnpliance with Contract requirements. ',
(c) Repayment or payment Obligation. Until all outstanding amounts due to IEDA, if any, are '
j•eceived by IEDA or all outstanding obligations to IEDA are satisfied in fii1L
(d) Contract End Date. Until IEDA has completed Contract closeout procedures and provided
Recipient and Community with written Notice of Final Contract Closeout. This Contract shall terminate
as of the date stated in the written Notice of Final Contract Closeout; such date shall be the Contract End
Date, '
ARTICLE 2: DEFINITIONS
The following terms apply to this Conh•act:
`Award" means the sum of any and all assistance provided by IEDA for the Project under this '
Contract.
"Award Date" means the date first stated in this Contract and is the date the IEDA Board approved
the awarding of financial assistance to the Recipient for the Project. '
� `Base Ernployment Level" means the nuinber of filll-time equivalent positions at a business, as
established by the authority and a business using the business's payi•oll records, as of the date a business
applies for tax incentives or project completion assistance. The number of jobs the business has pledged ;
to create and retain shall be in addition to the base employment level. '
"I3e��efits" means nonwage compensation provided to an employee. Benefits include medical and
dental insurance plans, pension, retirement, and profit-sharing plans, child care services, life insurance
coverage,vision insurance coverage,and disability insurance coverage.
Atinar•d Funds" means the cash that is provided by IEDA for this Project as direct financial �i
assistance, including loans.
"Contr�act Effective Date"means the latest date on the signature page of this Contract.
"Contract End Date" means the date stated in the Notice of Final Contract Closeout issued by IEDA '
pursuant to Ai�ticle 1. '
"C�•eated Job" means a new, permanent, full-time equivalent (FTE) position added to a business's
payroll in eYcess of the base employment level at the time of application for tax incentives or pt•oject '
completion assistance. '
Contract#13-DF/TC-056 -4- F,nrApp,•ore�!1212 '
"Fo�givable Loar�"means a form of an award made by IEDA to the Recipient for which repayment is '
eliminated in part or entirely if the Recipient satisfies the tei•ms of this Contract. i,
"Full-tz�ne equivalent job"or `firll-time"means the employment of one person: ',
1. For 8 hours per day for a 5-day,40-hour workweek for 52 weeks per year, including paid holidays,
vacations and other paid leave; or
2. The mimber of houls or days per week, including paid holidays, vacations and other paid leave,
currently established by schedule, custom, or otherwise, as constihrting a week of fiill-time work for the
kind of sefvice an individual performs for an employing unit,provided that the number of hours per week
is at least 32 hours per week for 52 weeks per yeai� including paid holidays, vacations, and other paid ',
leave.
For purposes of this definition, "employmerrt of one person" means the employment of one natural
pei•son and does not include "job sharing" or any othei• means of aggregation or combination of hours
worked by more than one natural person. ,
"Job Obligations"means the jobs that must be created or retained as a result of a project's receiving
state or federal financial assistance, project completion assistance, or tax incentives fi�om the authority and
that are required to meet the qualifying wage threshold requii•ements. Recipients job obligations are
specified in E�libit D of this contract. Jobs that do not meet the qualifying wage threshold requirements
shall not be counted toward a business's job creation or job retention obligations contained in Exhibit D. '
The job obligations in Exhibit D include the business's base employment level and the number of new ',
jobs required to be created above the base employment level.
`Zaborshed i��crge" means the qualifying wage threshold applicable to recipient's project as ;
calculated puisuant to rule 261-173.2 and 261-chapter 174 and as specified in Exhibit D of this contract. ',
`Zoan" means an award of assistance with the requirement that the award be repaid with term,
interest rate, and other conditions specified as part of the conditions of the award. "Loan" includes
deferred loans, forgivable loans, and float loans. A "deferred loan" is one for which the payment for
principai, interest, ot•both, is not required for some specified period. A"fot�givable loan"is one for which '
repayment is eliminated in part or entirely if the bot•rower satisfies specified conditions. A "float loan"
means a short-term loan(of not to exceed 30 months)made fi•om obligated but unexpended.
"Mainter�ance Period" means the period of time between the Project Completion Date and the
Maintenance Period Completion Date.The Project must be maintained in Iowa for this period of time. ',
"Mai�ztenance Per•iod Completion Date"means the date on which the Maintenance Period ends. The
specific date on which the project maintenance period ends is identified in Exhibit D.
"Project" means the description of the work and activities to be completed by the Recipient as
outlined in Exhibit C-Desci•iption of the Project and Awat•d Budget. I
"Project Conzpletion Date" means the date by which a recipient of incentives or assistance has
agreed to meet all the terms and obligations contained in this agreement. The project completion date will
be a date on which the project must be completed, all incented jobs must be created or retained, and all ;
other applicable requirements must be met. The specific date on which the project completion period '
ends is identified in Exhibit D. '
"Project Completion Assistance" means ftnancial assistance or technical assistance provided to an
eligible business in order to facilitate the start-up, location, modernization, or expansion of the bt�siness in
Contract# 13-DF/TG056 -5- Fn,r App,•ored l2i12
this state and provided in an expedient mauner to ensure the sLiccessful completion of the start-up ;
location,modernization,or expansion project. '
"Pr�oject Cornpletion Pei�iocl" means the period of time between the date financial assistance is
awarded(the "award date")and the project completion date.
"Qzral��ing .7obs" are tliose Created or Retained Jobs that meet or exceed the Qualifying Wage
Tiveshold Requirement established to qualify for program fiinding for the progi•ams pr•oviding assistance
to this Project. j
"Qual��i��g i�age Threshold" means the laborshed wage as calculated by IEDA pLirsuant to statute
and rule for each program that is providing financial assistance or tax credit Incentives for this Project.
The Qualifying Wage Threshold Requirement for this Project is outlined in Exhibit D,Job Obligations. '
"Retained.Iob" means an existing job that meets the Qualifying Wage Threshold Requirements and '
would be eliminated oi•moved to another state if the Project did not proceed in Iowa.
"Secan•ity Docznnents" means all security agreements, financing statements, mortgages, personal
and/or corporate guarantees required by the IEDA Board for this Award. '
"Seczrr�ed Proper•ty" means the property required in Article 5 which is pledged as security for this
contract.
"Sufficient benefits"means that the employer offers to each fiill-time equivalent permanent position a '
benefits package that meets one of the following:
1. The employer pays 80 percent of the premium costs for a standard medical and dental plan for
single employee coverage with a$750 maximum deductible; ar ,
2. The employer pays 50 percent of the premium costs for a standard medicai and dental plan for ,
employee family coverage with a$1,500 maximum deductibie; or
3. The employet� provides medical coverage and pays the monetary equivalent of paragraph "1" ot•
"2" above in supplemental employee benefits. Benefits counted toward monetary equivalent could '
include medical coverage, dental coverage, vision insurance, life insurance, pension, retirement (401k), '
profit sharrng, disability insurance,child care services. '
"Tax Incentives" means the tax credits, refiinds and other authorized benefits IEDA has awarded for
this Project as detailed in Article 3. ';
"Total Project Cost"means the cost incurred by the Recipient to complete the Project as described in '
Exhibit C.
ARTICLE 3: AWARD TERMS '
3.1 Total Award Amount. The IEDA Board has approved an Award to the Community and
Recipient from the funding sources and in the maximum amounts shown below:
DIRECT FINANCIAL ASSISTANCE FORM ' MAXIMUM
' AMOUNT'
High Quality Jobs Program Loan $40,000 ,
Forgivable Loan $40,000 �'�!
TOTAL FINANCIAL ASSISTANCE: $80,000 '
Contract# 13-DF/TC-056 -6- Fn,�dpp,�o,�ed i2itz
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3.2 Tej�ms and Conditions of A�vard. The terms and conditions of the Award shall be as described
in this Contract and the following incorporated exhibit(s):
Exhibit B-3 High Quality Jobs Program—Project Completion Assistance Component Special
Conditions
ARTICLE 4: CONDITIONS TO AWARD; DISBURSEMENT AND ISSUANCE TERMS
4.1 Direct State Financial Assistance—Disbursements of Award Funds.
(a) Coi�ditio��s to Disban�sen�e��t. The obligation of IEDA to make, continue or disburse fiuids undei•
this Contract shall be subject to the conditions described in this Article 4.
(b) Process to Request Disbanseme»t of Atii�ard Fu��cls. Recipient shall prepare, sign and submit
disbursement requests and i•eports as specified in this Contract in the forin and content required by IEDA.
Recipient shall review all disbursement requests and verify that claimed expenditures are allowable costs.
The Recipient shall maintain documentation adeq��ate to support the claimed costs.
(c) Docirnzents Sa�bmitted Funds will not be disbtused Lmtil IEDA has received the documents
described in section 4.3 below as well as the following additional documents, properly eYecuted and
completed, and approved by IEDA as to form and substance:
1. Secari•it��Docanne»ts. The fiilly executed Secui•ity Documents requii•ed in Article 5.
2. Pro»7issoi��Note(s). The Pi•omissoiy Note(s)requii•ed and described in the eYhibit(s).
3. Requests for Disban•se»ae»t. All disbursements of Award proceeds shall be subject to receipt
by the IEDA of requests for disbuisement, in form and content acceptable to lEDA, submitted by the
Recipient. All rec�uests shall include documentation of costs that have been paid or costs to be paid
immediately upon receipt of Award proceeds.
(d)Prior Costs. No expenditures made prior to the Award Date may be included as Project costs. No
funds will be disbursed for eYpenditures prior to the Award Date.
(e) Cost Vcmiation. In the eveiit that the actual cost of the Project is less than the Total Project Cost
specified in EYhibit C, the Awai•d Funds specified in Ai•ticle 3.1 shall be reduced at the same ratio as the
reduction in the actual cost of the Project beais to the Total Project Cost specified in EYhibit B. Any
funds previously disbtn•sed by lEDA in excess of the reduced dii•ect financial assistance to be provided by
IEDA shall be returned to IEDA immediately upon RecipienYs receipt of a wcitten request.foc repayment.
(fl Invest»zent ofAtii�ard Farnds.
1. In the event that the Award Fimds are not immediately utilized, temporarily idle Award Funds
held by the Recipient may be invested provided such investments shall be in accoi•dance with State law,
including but not limited to the provisions of Iowa Code chapter 12C concerning the deposit of public
fimds. Interest accrued on temporarily idle Award Funds held by the Recipient shall be credited to and
Contract#13-DF/TC-056 -7- r�»,�����»��,��alz lz
expended on the Project prior to the expenditui•e of other Award Funds.
2. All proceeds remaining, including accrued interest, after all aliowable Project costs have been '
paid or obligated shall be returned to IEDA within thi��ty (30) days after the Project Completion Date. ;
Within ten(10)days of receipt of a written request fi•om IEDA,Recipient shall inform IEDA in writing of
the amount of unexpended Award fiinds in the Recipient's possession or under the Recipient's control, '
whether in the form of cash on hand,investments, or otherwise.
4.2 Tax Incentives—Conditions to Issuance of Tax Credit Number.
(a) Tax Credit Naanbe�� Reqzaired to Claiir� Incei�tives. Recipient shall not claim the Tax Incentives
described in Article 3 until IEDA has issued a tax credit number for this Pi•oject and Recipient has
undertaken the activities described in this Contract and the applicable law to be eligible for such Tax
Incentives. '
(b) Issirance of Tax Credit Nannber. Upon satisfaction of the conditions described in herein, IEDA ;
will issue a tax credit number to the Recipient for this Project. The tax ci•edit number shall be used in j
preparing any claims for Tax Incentives '
(c) Conditions to Issuance of Tax Cr�eclit Nan�7bei-. The obligation of IEDA to issue a tax credit
number shall be subject to the conditions precedent described in Articie 4.
(d)Doca�nzents Sub�nitted. IEDA shall have received the doctunents described in section 4.3, properly
executed and completed, and approved by IEDA as to form and substance, prior to issuing any tax credit
number.
4.3 Documents required.
(a) Contr•act. Fully executed Contract.
(b) Incoiporation Documents. Copies of the Articles of Incorporation or the Articles of '
Organization, whichever is appropriate, of the Recipient, certified in each instance by its secretaiy ot�
assistant secretaty.
(c) Certificate ofExisteTvice; Certificate ofAaithority. A certificate of existeuce for the Recipient fi•om
the State of incar•poration or organization, whichever is appropriate, and a certificate of authority ,
authorizing the Recipient to conduct business in the state of Iowa, if it is not organized or incorporated in
Iowa.
(d) Resarlts of Lien and Tax Search a�ad Doczrrnentatiol� of Satisfacto�y Credit History. Financing I
statement, taY and judgment lien search results, in the Recipient's state of incorporation oi• organization,
against the Recipient and/or the property serving as the Recipient's security tulder this Contract, and !
documentation of satisfactory credit history of the Recipient and guarantors, as applicable, with no
judgments or tmsatisfied liens or similar adverse credit actions. '
(e) Ot1�er Reqarired Documents. IEDA shall have received such other conh•acts, insh•uments,
documents, certificates and opinions as IEDA may reasonably request.
(fl Solicl or� Hazarc�ous yT�aste Aa�dit. To comply with Iowa Code section 15A.1(3)"b," if the
Recipient generates solid or hazat•dous waste, it must either: a) submit a copy of the Recipient's eYisting
in-house plan to reduce the amount of waste and safely dispose of the waste based on an in-house audit
conducted within the past 3 years; or b) submit an outline of a plan to be developed in-house; or c)submit '
documentation that the Recipient has authorized the Iowa Department of Nahual Resources or Iowa
Contract# 13-DF/TC-056 -8- �»,r�fppr�,�e��Iz%12
Waste Reduction Center to conduct the audit.
(g) Release For•�n — Co��fidential Tax b7formation. A signed Authorization for Release of ,
Confidential State Tax Information form to permit IEDA to receive the Recipient's state taa information
directly fi•om the Iowa Department of Revenue for the purpose of evaluation and administ►•ation of tax
credit programs and other state financial assistance programs.
(h) Project Financial Com�r�ihnents. The Recipient shall have submitted documentation acceptable I
to IEDA fi�om the fiinding sources identified in E�ibit A committing to the specified fiilancial 'I
involvement in the Project and received the IEDA's approval of the doctunentation. The documentation
shall include the amount, terms and conditions of the financial commitment, as well as any applicable
schedules and may include agreements and resolutions to that effect.
(i) State Bzridding Coc�e Barreau Approval. If any part of the Award proceeds will be used for the �I
construction of new buildings, bidding for construction shall not be conducted pj•ior to the written
approval of the final plans by the State Building Code Bureau of the Iowa Depai�tment of Public Safety, '
and only if either of the following applies:
1. The building or structure is located in a governmental subdivision which has not adopted a ;
local building code; or '
2. The building or structure is located in a govermnental subdivision which has adopted a
building code,but the building code is not enforced.
4.4 Suspension,Reduction or Delav of Award.Any one or inore of the following shall be grounds for
IEDA to suspend, delay or reduce the amount of disbursement of Award Funds or delay the issuance of a ;
tax credit number or receipt of other Tax Incentives: '
(a) Ur7re»�ediecl event of defaarlt. Upon the occ�u•rence of an Event of Default (as defined in this
Contract)by the Recipient,the IEDA inay suspend the payment or issuance of the Award to the Recipient
tmtil such time as the default has been cured.
(b) Layoff, closarre or i-elocatio�7. In the event the Recipient experiences a layoff within the state of '
Iowa, relocates or•closes any of its Iowa facilities IEDA has the discr•etion to reduce or eliminate some or '
all of the amount of financial assistance to be received. '
(c) Redarction, discontinarance or� alteration of state fundi��g/p��ogr•ams. Any termination, reduction,
or delay of filnds or tax incentives available due, in whole or in part, to (i) lack of, reduction in, or a
deappropriation of revenues or tax incentives previously appropriated or authorized for this Contract, or
(ii) any other reason beyond the IEDA's control may, in the IEDA's discretion, result in the suspension, ';
reduction or delay of Award Fund or authorization or issuance of Taa Incentives to the Recipient.
ARTICLE 5: SECURITY REQUIREMENTS
5.1 Security for State Direct Financial Assistance Awarded. The Recipient shall e:cecute in fa�or '
of the IEDA all security agreements,financing statements,mortgages, personal and/or corporate '
guarantees(the "Security Documents")as required by the IEDA Board for this Award.
(a) For•m of Secui�ity. This Contract shall be secur•ed by the collateral described below,shall be
incorporated as Exhibit E of this Contract, and shall remain in effect through the Contract End Date:
. Irrevocable Letter of Credit.
Contract#13-DF/TC-056 -9- z'»u�f,�„•o��ed�2'I2
_
(b) Valzre of Collateral. The value, as reasonably determined by IEDA, of the security shall meet
or exceed the amount of Award funds disbursed.
(c) Additiorral or Sarbstitarte Collateral. In case of a decline in the market value of the security or
any part thereof, IEDA may require that additional or substitute collateral of quality and value satisfactoly ;
to IEDA be pledged as security for this Award. The Recipient shall provide such additional or substitute
collateral within 20 days of the date of the request for additional or substitute collateral to secure this
Award in an amount equal to or greater than the amount of outstanding Award fiinds.
(d)Annual Updated Financiads fi•om Garar•antor(s) Reqarir•ed. If the foi•m of secttt•ity required as �I,
described in paragraph (a) above is a guat•antee, the Recipient shall annually provide IEDA with current I
financial statements from the guarantor(s) identified in paragraph "a" above. For purposes of this
paragraph, "financial statements" includes but is not limited to profit a17d loss statement and balance ';
sheet; schedule of aged accounts receivable; schedule of aged accounts payable; and schedule of other
debts. These financial statements shall be submitted by Recipient in connection with the Annual Project '
Status Report t•equired in Article 7.5(b). Updated financial statements may be requested by IEDA more
fi•equently than annually if IEDA has reason to believe that there has been an adveise change in the ;
financial condition of the guarantor(s). In which case, Recipient shall promptly submit the requested
updated financial statements. '
5.2 Securitv for Tax Incentives Awarded. The Recipient shall not be required to secure any portion
of the Award that would be in the form of tax credits,if tax credits are awarded pursuant to this Contract.
ARTICLE 6: REPRESENTATIONS AND WARRANTIES
6.1 Representations of Recipient. The Recipient represents and waryants to IEDA as follows:
(a) Organization and Qualifications. The Recipient is duly organized, validly existing and in good
standing under the state of its incorporation or oiganization,whichever is appropriate, and is authot•ized to
conduct business in the state of Iowa. The Recipient has fiill and adequate power to own its property and '
conduct its business as now conducted, and is duly licensed or qualified and in good standing in each '
jurisdiction in which the nature of the business conducted by it or the nature of the property owned oj•
leased by it requires such licensing or qualifying, except where the failure to so qualify would not have a
material adverse effect on the Recipient's ability to perfortn its obligations hereunder. ;
(b)Autlzo�-ii}�ancl Validity of Obligations. The Recipient has full right and authority to enter into this
Contract. The person signing this Contract has full authority on behalf of Recipient to execute this ,
Contract and issue, execute or othet�wise secure or deliver any doctunents or obligations required under
this Contract on behalf of the Recipient; and to perform, or cause to be performed, each and all of the ,
obligations under the Contract. '
The Contract delivered by the Recipient has been duly authorized, executed and delivered by the
Recipient and constitute the valid and binding obligations of the Recipient and is enforceable against it in '
accordance with its terms. This Contract and related documents do not contravene any provision of law
or any judgment, injunction, order, or decree binding upon the Recipient or any provision of the corporate '
governance documents of the Recipient, nor does this Contract contravene or constitute a default under '
any covenant,indenture or contract of or effecting the Recipient or any of its properties.
(c) Sarbsidiaries. The Recipient has no Subsidiaries involved with the Project on the Contract '
Effective Date. '
(d) Financial Reports. The balance sheet of the Recipient fiu•nished to IEDA fairly presents its ,
Contract# 13-DF/TC-056 - ]0- r,�u,��p,•o,�e�t Iz la
financial condition as at said date in conformity with Gene1•ally Accepted Accounting Principles (GAAP)
� applied on a consistent basis. The Recipient�has no contingent liabilities which are material to it, other I
than as indicated on such financial statements or, with respect to future periods, on the financial
state�nents furnished to IEDA. '
(e) No Material Adverse Change. Since the Award Date,there has been no change or the Recipient '
foresees no change in tlie condition (financial or otherwise) of the Recipient or the prospects of the
Recipient, except those occui•ring in the ordinaiy coLirse of business,none of which individually or in the
aggregate have been materially adverse. To the knowledge of the Recipient, there has been no material ;
adverse change in the condition of the Recipient(financial or otherwise)or the prospects of the Recipient.
(fl Full Discloszn�e; Recipient's Financial Assistance Application. The statements and other '
information fiu•nished to the IEDA by Recipient in its Financial Assistance Application and in connection '
with the negotiation of this Contrac� do not coiltain any Lintrue statements of a inaterial fact oi• omit a
material fact necessaly to make the material statements contained herein or therein not misleading. The
IEDA acicnowledges that as to any projections fiu•nished to the IEDA, the Recipieut only represents that ,
the same were prepared on the basis of information and estimates it believed to be reasonable.
(g) Trademarks, Fr�anclaises and Licenses. The Recipient owns, possesses, or has the right to use all
necessary patents, licenses, fi�anchises, trademarks, trade names, trade styles, copyrights, trade secrets,
knowhow and confidential commercial and proprietary information to conduct its business as now ';
conducted,without known conflict with any patent, license, fi•anchise,trademark, trade name, trade style,
copyright or other proprietaiy right of any other Person. As used in this Contract, "Person" means an '
individual, partner•ship, corporation, association, trust, unincorporated organization or any othet• entity or
organization,including a govermnent or agency or political subdivision thereo£
(h) Govei�nnzental Authority ancl Licensir�g. The Recipient has received all licenses, permits, and I
approvals of all Federal, state, local,and foreign governmental authorities, if any,necessary to conduct its '
business, in each case where the failure to obtain or maintain the same could reasonably be expected to
ha�e a material adverse effect. No investigation or proceeding which, if adversely determined, could
reasonably be expected to result in revocation or denial of any material license, permit, or approval is ;
pending or,to the knowledge of the Recipient threatened. '
(i) Litigation and Othe�� Con1�•oversies. There is no litigation or governmental proceeding pending, i
nor to the knowledge of the Recipient threatened, against the Recipient which if adversely determined
would result in any material adverse change in the financial condition, properties, business or operations
of the Recipient, nor is the Recipient aware of any existing basis for any such litigation or governmental '
proceeding.
(j) Good Title. The Recipient has good and defensible title to (or valid leasehold interests in) all of
its property involved with the Project(including, without limitation, the Sectu�ed Property if j�eal property
is a seciu•ity for this Contract) reflected on the most recent balance sheets fiu•nished to the IEDA (except
for sales of assets in the ordinary course of business). ;
(k) Tares. All tax returns requij•ed to be filed by the Recipient in any jurisdiction have, in fact, been
filed, and all taxes, assessments, fees and other governmental charges upon the Recipient ol•upon any of
its property, income or franchises,which are shown to be due and payable in such returns,have been paid, '
except such taxes, assessments, fees and governmental charges, if any, as are being contested in good
faith and by appt•opriate proceedings which prevent enforcement of the matter under contest and as to
which adequate reserves established in accordance with GAAP have been provided. The Recipient knows ',
of no proposed additional tax assessment against it for• which adequate provisions in accordance with '
GAAP have not been made on its accotmts. Adequate provisions in accordance with GAAP for taxes on '
the books of the Recipient have been made for all open years, and for their current fiscal period.
Contract#13-DF/TG056 - 11 - �,nr.fpp,•o��e�1z'1Z ;
(1) Other Contracts. The Recipient is not in default under the terms or any covenant, indenhu•e or I
contract of or affecting either the Recipient's business or any of its properties, which default, if unctlred,
would have a material adverse effect on its financial condition,pr•operties,business or operations. '
(m) No Event of Defazdt. No Event of Default,as defined in Article 9,has occurred or is continuing.
(n) Compliance �vifla La1vs. The Recipient is in compliance with the requirements of all federal, � �
state and local laws, rules and regulations applicable to or pertaining to the business operations of the
Recipient and laws and regulations establishing quality criteria and standards for air,water, land and toxic
or hazardous wastes or substances, non-compliance with which could have a material adverse effect on
the financial condition, properties, business or operations of the Recipient. The Recipient has not '
received notice to the effect that its operations are not in compliance with any of the requirements of
applicable federal, state or local envirolunental or health and safety stahrtes and regulations or are the
subject of any governmental investigation evaluating whether any remedial action is needed to respond to
a release of any toxic or hazardous waste or substance into the enviromnent, which non-compliance or ;
remedial action could have a material adverse effect on the financial condition, properties, btisiness or
operations of the Recipient. '
(o) Effectii�e Date of Representations anc� N�arranties. The warranties and representations of this
Article are made as of the Contract Effective Date and shall be deemed to be renewed and restated by the ;
Recipient at the time each request for disbursement of Award Funds is submitted to IEDA or each time '
Tax Incentives are claimed by the Recipient. '
6.2 Representations of Communitv.
(a)Local Approvals Received,•Atrtl7o��ity and Vadidity of Obligatio�vs. The Community has secured all
necessary local approvals and has full right and aL►thority to enter into this Contract. The peison signing I
this Contract has fiill authority on behalf of the Community to:
1. Sign this Conh•act, and
2. Perform each and all of the Commuuity's obligations under this Contract '
The Contract delivered by the Community has been duly authorized, executed and delivered by the '
Cormnuiuty and constitutes the valid and binding obligations of the Community and is enforceable �
against it in accordance with its terms. This Contract and related documents do not contravene any
provision of law or any judgment,injunction,order or decree binding upon the Community, contravene or
constitute a default under any covenant, indenttu•e or contract of or effecting the Community or any of its �i
properties.
(b) Local Commitment. The Community represents that there are legally enforceable commitments in
place far the Community local commihnent identified for the Project in Exhibit C -Desc�•iption of the
Project ancl Ativard Budget.
(c) No Material Adverse Change. Since the Award Date,there has been no material adveise change
in the Community's ability to pet•fortn its obligations under this Contract.
, (d) Full Discloszrr•e; Comn�unity's Fii�a�acial Assistaizce Applicatio�z. The statements and other
information filrnished to the IEDA by the Commllnity in its Financial Assistance Application and in
connection with the negotiation of this Conti•act do not contain any untrue statements of a material fact or ,
omit a inaterial fact necessary to make the materiai statements contained herein or therein not misleading.
The IEDA acknowledges that as to any projections fiu•nished to the IEDA, the Community only '
represents that the same were prepared on the basis of information and estimates it believed to be
reasonable. '
Contract#13-DF/TG056 - 12- ��,n�fE,p��o,�ed 12i12 ;
(e) Governnzental Authoriry arrd Licerrsing. The Commtmity has received all licenses, permits, and '
approvals of all federal, state, local, and foreign govermnental authorities, if any,necessaiy to perform its
obligations under this Contract. No investigation or proceeding which, if adversely determined, could '
reasonably be expected to result in revocation or denial of any material license, permit, or approval is
pending or,to the knowledge of the Community threatened.
(fl Litigation and Ot1�er Controve�sies. There is no litigation or govermnental proceeding pending,
nor to the knowledge of the Community threatened, against the Community which if adversely
detei•mined would result in any material adverse change in the Community's ability to perform under this
Contract nor is tlie Community aware` of any existing basis for any such litigation or governmental ';
proceeding.
(g) No Eve��t of Default. No Event of Default by the Community, as defined in Article 9, has
occurred or is continuing.
(h) Com�liance inifl�La�vs. The Community is in compliance with the requirements of all federal, �I
state and local laws, rules and regulations applicable to or pertaining to the operations of the Community I
and laws and regulations establishing qLiality criteria and standards for air, water, land and toxic or
hazardous wastes or substances, non-compliance with which could have a material adverse effect on the ;
financial condition, properties, business or operations of the Community. The Community has not
received notice to the effect that its operations are not in compliance with airy of the requirements of
applicabie federal, state or local environmeiital or health and safety statlrtes and regLilations or are the
subject of any governmental investigation evaluating whether any remedial action is needed to respond to '
a release of any toxic or hazardous waste or substance into the enviromnent, which non-compliance or
remedial action could have a material adverse effect on the financial condition, pi•operties, business or
operations of the Community.
(i) Effective Date of Repi�esentations and Wa��ranties. The warranties and representations of this '
Article are made as of the Contract Effective Date.
ARTICLE 7: COVENANTS OF THE RECIPIENT
For the duration of this Conh�act,the Recipient covenants to IEDA as follows:
7.1 Proiect Performance Obligations. '
(a) Use Ati��ard Fu��c�s only for Pi•oject. The Recipient shall use the Award Funds only for the Project
and fo�• the activities described in E�ibit C -Description of the Project and Award BLidget and this
Contract. Use of the Award Funds shall conform to the Budget for the Project as detailed in Exhibit C - '
Description of the Project and Award Budget. Tlie Recipient represents that there are legally enfoi•ceable
commitments in place fi�om tlie ful7ding sources identified for the Project in Exhibit C-Description of the I
Project and Award Budget. '
(b) Meet and Maintaii� Eligibiliry Requirenzents. Recipient shall continue to meet and maintain all ;
statutoiy eligibility requirements for the fiulding sources providing assistance under this Contract.
(c) Project Tinze Period. This Contract coveis the five (5) year Project time period from the Award
Date through the Maintenance Period Completion Date. Recipient shall complete and maintain the Project
within the Project time period shown below:
Contract# 13-DF/TC-056 - 13- r,,,�.�ppro,�e�t 12-'n '
CO��IPLIANCE COA�IPLIANC�
nI�ASUR�NI�NT n�I�ASUR�n�I�NT
POINT YOINT
Award Project Project A�Iaintenancc Maintenancc Period Conh•act
Date Completion Completion Datc Pcriod Completion Datc Closcout
Period
"Aw�u�tl Date" "Project "Projecl "nlnilrtenmice "1llni�itenance Period IEDA�vill conduct
means the date Covtpletion Conrp(etion Dnte" Period"means Co�np/elion Date" Contract Closeout
fi�st stated in this Period"means the means tlie date 3 the period of ineans the date 2 years procedures after all
Contract and is period of time years fi�om the tiuie beriveen fi•om the Project events described in
the date the behveen the A���ard Award Date. the Project Completion Date and Article 1 have been
TEDA Board Date 1nd the Recipient must Couipletion is the date on which met.
approved the Project Completion complete the Project Date and the the Maintenance
a�varding of Date. by this date. Maintenance Period ends. "Contract End Date"
financial Period means the date stated
assistance to the At this point,IEDA Completion At this point,IEDA in IEDA's written
Recipient for the �vill revie�v the Date.The will review the Project Notice of Final
Project. Project to verify Project uiust be to verify that it�vas Contract Closeout
compliance with maintained in maintained in tliat is issued
Contract terms and Iowa for this compliance with ptu�suant to Article 1.
obligations. period oftime. Contract terms and
obligations.
(d) Complete Project by Project Contpletion Date. By the Project Completion Date, Recipient shall
complete the Project, make the total investment it pledged for the Project and in accordance with the
Award Budget as detailed in Exhibit C - Description of the Project and Awai•d Budget, and comply with
all other pei•formance requirements described in this Contract.
(e) Total Project Costs. By the Project Completion Date, Recipient shall have completed the Project
with a Total Pi•oject Cost as detailed in Exl�ibit C-Description of the Pr•oject and Award Budget.
(fl Maintain Project tl�rotrgl7 Maintenance Period Completiw� Date. Recipient shall maintain the
Pi•oject tlu•ough the Maintenance Pei•iod Completion Date.
(g) A7aintain Project i�7 Iolva Dari�i�7g Co�ttl•act Period. The Recipient shall at all times presei've and
maintain its existence as a cot•poration in good standing and maintain the Project in Iowa. The Recipient
will pi•eseive and keep in force and affect all licenses,permits, fi•anchises, approvals, patents,trademarks,
trade names, tcade styles, copyi•ights and other propi•ietaiy rights necessai•y to the proper conduct of its
respective Recipient.
7.2 Taxes and Insurance.
(a) Pay Taxes and Assessnaei�ts. The Recipient shall duly pay and dischai•ge all taxes, rates,
assessments, fees, and governmental charges upon or against its properties, in each case before the same
become delinquent and before penalties accrue thereon, unless and to the extent that the same are being
contested in good faith and by appropi•iate proceedings and adequate resei•ves are pi•ovided therefore.
(b) A�Iairrtain I�7san•ance. The Recipient shall insure and keep insm•ed in good and responsible
insurance companies, all insurable property owned by it which is of a character usually insured by
Persons similarly situated and operating like properties against loss or damage fi�om such hazards or risks
as are insured by Persons similai•ly sihiated and operating like pt•operties; and the Recipient shall insure
siich other hazai•ds and risks (including employers' and public liability risks) in good and responsible
insui•ance companies as and to the extent tisually insui•ed by Persons similarly situated and conducting
similar business. The Recipient will upon request of IEDA fiirnish a certificate setting forth in summaiy
Contract# 13-DF/TC-056 - 14- �,»i,���,�o��ed�z�z
form the nattu�e and extent of the insurance maintained pursuant to this At�ticle. ,
7.3 Preserve Proiect and Protect Security. '
(a) Maintenance of Propei�ties. The Recipient shall maintain, preserve and keep its properties in good '
1•epair,working order and condition(ordinaly wear and tear excepted)and will fi•om time to time make all
needfill and proper repairs, renewals, replacements, additions and betterments thereto so that at all times '
the efficiency thereof shall be fully preserved and maintained in accordance with pl•udent business
practices. ',
(b) Restt�ictiorrs on Secin�ity. If Security is required puisuant to Ai�ticle 5 of this Contract, the '
Recipient shall not, without prior written disclosure to IEDA and prior written consent of IEDA, which ;
shall not be urn•easonably withheld, directly or indirectly: '
1. Sell,transfer, convey, assign,encumber or otherwise dispose of any of the Secured Property
for this Project.
2. Place or permit any restrictions, covenants or any similar limitations on the Secured Property
or in the Security Documents for the Project '
3. Remove fi•om the Project site or the State all or substantially all of the Secured Property. '
4. Create, incur or permit to exist any lien of any kind on the Secured Property.
7.4 Recipient Chan�es.
(a) No Cl7anges in Recipient Operatioi�s. The Recipient shall not materially change the Project or the ;
nature of the business and activities being conducted, or proposed to be conducted by Recipient, as
described in the Recipient's approved application for fiinding,E�ibit A of this Contract, imless approved
in writing by IEDA prior to the change.
(b) Changes iTz Recipient Oivnership, St��arctan�e a��d Cont�-ol. The Recipient shall not materially I
change the ownership, structtu�e, or control of the business if it would adversely affect the Project. This
includes, but is not limited to, entering into any merger or consolidation with any person, firm or
corporation or permitting substantiai distribution, liquidation or other disposal of assets directly J
associated with the Project. Recipient shall provide IEDA with advance notice of any proposed changes '
in ownership, structure ot•control. The materiality of the change and whether or not the change affects the
Project shall be as reasonably determined by IEDA.
7.5 Required Reports. �
(a)Revrei>>ofRepot�ts. The Recipient shall prepare, sign and submit required reports, in the form and
content required by IEDA,as specified in this Contract. '
(b)Reports. The Recipient shall prepare,sign and submit the following reports to the IEDA
throughout the Contract period:
Report Due Date ;
Annual Project Stahis Report '
The Annual Project Status Report will collect July 31 s`far the period ending June 30th
information from the Recipient about the status
of the Project '
Contract# 13-DF/TC-056 - I S- r„n�p�,•o,�ed 1z%�2
End of Proiect Report '
The End of Project Report will collect Within 30 days of Project Completion Date '
information fi�om the Recipient about the
completed Project.
End of Maintenance Pet•iod Report
The End of Maintenance Period Report will Within 30 days of the end of the Job '
collect information fi•om the Recipient's Maintenance Period Completion Date
continued maintenance of the Pr•oject.
(c) Additior7al Reports, Financial Statements as Reqarested by IEDA. The IEDA reserves the right to ;
require more fi•equent submission of reports if, in the opinion of the IEDA, more fi�equent submissions '
would provide needed information about Recipient's Project perfornlance, or if necessary in order to meet
rec�uests fi�om the Iowa General Assembly, the Department of Management or the Governor's office. At '
the request of IEDA, Recipient shall submit its annual financial statements completed by an independent '
CPA, or other financial statements including, but not limited to, income, expense, and retained earnings
statements.
7.6 Compliance�vith Laws.
(a) State, local and federal la�vs. Recipient shall comply in all material respects with the
requij•ements of all applicable federal, state and locai laws,rules,regLllations and orders. ;
(b) E��vi��onmental la�a�s. Recipient shall comply in all material respects with all applicable
environmental, hazardous waste or substance, toYic substance and underground storage laws and
regulations, and the Recipient shail obtain any permits or, licenses and shall acquire or construct any
buildings, improvements, fixtures, equipment or its propet�ty required by reason of any applicable
environmental,hazardous waste or substance,toxic substance or under•ground storage laws or regulations.
(c) Nondiscr�irnination la1>>s. Recipient shall comply in all material respects with all applicable
federal, state, and local laws, rules, ordinances, regulations and orders applicable to the prevention of
discrimination in employment,inciuding the administt•ative iules of the Iowa Department of Management
and the Iowa Civil Rights Commission which pertain to eqLial employment opportunity and affirmative
action. '
(d) Wor�ke�� t�ights ancl safe�j�. The Recipient shali comply in all material respects with all applicable '
federal, state and local laws, rules, ordinances, regulations and orders applicable to worker rights and
worker safety.
(e) Irn�nigi•ation laws. Recipient shall only employ individuals legally alrthorized to work in this
state. In addition to any and all other applicable penalties provided by current law,all or a portion of the '
Award is subject to recapture by IEDA if Recipient is found to employ individuals not legally authorized
to work in the state of Iowa.
(fl Compliarrce tivith IEDA's Adr�zinisirative Rz�les. Recipient shall comply with IEDA's I
administrative rules for the programs providing assistance to the Project and rules governing
administration of this Contract.
7.7 Inspection and Audit. The Recipient shall permit the IEDA and its duly authorized
representatives,at such reasonable times and reasonable inteivals as the IEDA may designate,to:
(a) Conduct site visits and inspect the Project.
Contract#13-DF/TC-056 - 16- r�„r,�pp��ored t2%[2 ,
(b) Audit financial records related to the Project. I
(c) Examine and make copies of the books of accounts and other financial records of the Recipient '
related to the Project.
(d) Discuss the affairs, finances and accounts of the Recipient with, and to be advised as to the same ',
by, its officers, and independent pnblic accountants (and by this provision the Recipient authorizes such
accountants to discuss with the IEDA and the IEDA's duly authorized representatives the finances and '
affairs of the Recipient).
7.8 Maintenance and Retention of Records. '
(a) A7aintain Accoa�nti��g Reco�•ds. The Recipient is i�equired to maintain its books, i�ecords and all
other evidence per•taining to this Contract in accordance with GAAP and such other procedures specified
by IEDA.
(b) Access to Records. Records to verify compliance with the terms of this Conh•act shall be available
at all times, and made available to IEDA and its designees at places and times designated by IEDA, for
the duration of this Contract and any extensions thereof. Recipient shall make its records available to: (i) ';
IEDA; (ii) IEDA's internal or external auditors, agents and designees; (iii) the Auditor of the State of '
Iowa; (iv)the Attoruey General of the State of Iowa; and(v)the Iowa Division of Criminal Investigations
and any other applicable law enforcement agencies.
(c) Records Retention Pe�•iocl. Recipient shali retain the records for a period of three (3) yeais fi•om '
the Contract End Date, unless the records are the subject of an audit, investigation, or administrative or
legal proceeding. In those instances, the records shall be retained until the audit, investigation or
proceeding has been resolved.
7.9 Required Notices from Recipient to IEDA. '
(a) Notice ofMajor Changes. Tl�e Recipient shall promptly provide IEDA with written notice of any
major changes that would iinpact the success of the Project. ,
(b) Notice of Meetings. The Recipient shall notify IEDA within 3 business days following any
meeting at which the Project is discussed,the outcome of which is likely to result in a negative impact on
the Project, and Recipient shall timely provide IEDA with a written stumnaly of the outcome of any stich
Project-related discussion. ;
(c) Notice of Proceedings. The Recipient shall promptly notify IEDA of the initiation of any claims,
lawsuits, bankruptcy proceedings or other proceedings brought against the Recipient which would
adversely impact the Project.
7.10 Indemnification. The Recipient shall indemnify, defend and hold harmless the IEDA, the State
of Io�va, its departments, divisions, agencies, sections, commissions, officeis, employees and agents fi•om
and against all losses, liabilities, penalties, fines, damages and claims (inchiding taxes), and all related
costs and expenses (including reasonable attarneys' fees and disbursements and costs of investigation,
litigation, settlement, judgments, interest and penalties), arising fi�om or in connection with any of the
following:
(a) Any claim, demand, action, citation or legal proceeding arising out of or resulting from the
Proj ect;
Contract# 13-DF/TC-056 - 17- F„u,�py�•o��e�1Z-�2 '
(b) Any claim, demand, action, citation or legal proceeding arising out of or resulting fi•om a breach �����
by the Recipient of any representation,warranty or covenant made by the Recipient in this Contract; '
(c) Any claim, demand, action, citation or legal proceeding arising out of or related to occurrences
that the Recipient is required to insure against as provided for in this Contract; and
(d) Any claim, demand, action, citation or legal proceeding which results from an act or omission of '
the Recipient or any of their agents in its or their capacity as an employer of a peison.
7.11 Repavment of Unallowable Costs. Recipient shall repay any Award received or realized that is ,
determined by IEDA, its auditors, agents or designees, the Auditor of the State of Iowa, or similar
authorized governmental entity to be unallowable under the terms of this Contract. I
ARTICLE 8: COVENANTS OF THE COMMUNITY
For the duration of this Contract,the Community covenants to IEDA as follows: '
8.1 Local Match. The Community shall provide the local financial assistance for the Project as
described in Exhibit C,Project Description and Award Budget.
8.2 Notice to IEDA. In the event the Community becomes aware of any material alteration in the '
Project, initiation of any investigation or proceeding involving the Project, change in the Recipient'
ownership, structure or operation, or any other similar occurrence,the Community shall promptly provide
written notice to IEDA.
ARTICLE 9: DEFAULTS AND REMEDIES
91 Default by Recipient. An unremedied Event of Default can result in termination of this Contract
and repayment of all or a portion of the Award Funds disbulsed to Recipient and the value of the Tax ;
Incentives actually received,plus applicable defauit interest and costs.
(a) Events of Default Any one or more of the following shall constitute an "Event of Default"under
this Contract:
1. Nonpayrnent. Failure to inake a payment when due(whether by lapse of time, acceleration or
otherwise) for more than ten (10) business days of the due date thereof of any Loan or other payment '
required by this Contract; or '
2. Noncornpliance with Covenants. Default in the observance or performance of any covenant ,
set forth in Article 7,for more than five(5) business days;or
3. No»compliance jvfth Secan•ity Doczrments. Default ir� the observance or performance of any
term of any Security Document if required in Article 5 beyond any applicable grace period set forth
therein; or
4. Noncompliance ivith Contr•act. Default in the observance or performance of any other
provision of this Contract;or '
5. Material Mis��epresentation. Any representation or warranty made by the Recipient in this '
Conti•act or in any statement or cei�tificate furnished by it pursliant to this Contract, or made in E�ibit A, I
Contract# 13-DF/TG056 -18- [�inr�ppro��e�[zi[z
Recipient's Financial Assistance Application, or in connection with any o.f the above, proves untrue in ����
any material respect as of the date of the issuance or making thereof;or '
6. Security Defrciencies. Any of the Seclirity Documents that represent the Security pledged by
Recipient to secure this Contract shall for any reason fail to create a valid and perfected priority security
interest in favor of the IEDA; or
7. Jzrclgment. Any judgment or judgments, writ or writs or warrant or warrants of attachment,
or any similar process or processes entered or filed against the Recipient or against any of its propei�ty and ��'���.I
remains unvacated, unbonded or unstayed for a period of 30 days which materially and adversely affects
Recipient's ability to perform its obligations under this Contract; or '
8. Adve�se Cl7ange in Financial Co��dition. Any change shall occtu•in the financial condition of
the Recipient which would have a material adverse effect on the ability of the Recipient to perform under I
this Contract;or
9. Banki•uptcy or• Sin�ilar Proceeclings I»itiatecl. Either• the Recipient shall (i) have entet•ed
involuntarily against it an order for relief under the United States Banla•uptcy Code, as amended, (ii) not ,
pay, or adznit in writing its inability to pay, its debts generally as they become due, (iii) make an
assigmnent for the benefit of cr•editors, (iv) apply for, seek,consent to, or acquiesce in,the appointment of
a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its
property, (v) institute any proceeding seeking to have entered against it an order for relief under the
United States Bankruptcy Code as amended,to adjudicate it insolvent, or seeking dissolution, winding up,
liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law ',
relating to bankruptcy, insolvency or reorganization or• relief of debtors or fail to �le an answer or other
pleading denying the mater•ial allegations of any such proceeding filed against it, or(vi) fail to contest in ;
good faith any appointments or proceeding described below; or
10. Appoinbnent of O�cials. A cnstodian, receiver, trustee, examiner, liquidatol• or similar
official shall be appointed for either the Recipient or any substantial part of any of its respective property,
or a proceeding described above shall be instihrted against either the Recipient and such appointment
continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) '
days; or '
11. Irrseczrr•iry. IEDA shall in good faith deem itself insecure and reasonably believes, after ,
consideration of all the facts and circumstances then existing, that the prospect of payment and
satisfaction of the obligations under this Contract, or the performance of or observance of the covenants
in this Contract, is or will be matei•ially impaired; or
12. Failarre to Submit Required Repo�•ts. The Recipient fails to submit complete repoj-ts by the i
required due dates as outlined in Article 7; or
13. Layoffs, Relocation or Closure. The Recipient experiences a layoff,r•elocates or closes any of
its facilities within the state of Iowa; or
14. Hiring workers not aarthorizecl to tivork in state. The Recipient fails to only employ
individuals legally authorized to work in the state of Iowa. If Recipient is found to knowingly employ '
individuals not legally authorized to work in the state of Iowa then, in addition to any and all other
applicable penalties provided by current law, all or a portion of the assistance received is subject to
repayment; or
15. Failzn•e to Maintain P�•ogran�Eligibiliry Requirements. Recipient faiis to maintain a statutoiy
eligibility requirement for a program providing assistance under this Conh•act. '
Contract#13-DF/TC-056 - 19- r„u,�p�,•o,�ed 12%�Z
(b) Notice of Default and Opportztnity to Cair•e. If IEDA has reasonable cause to believe that an Event
of Default has occurred under this Conh�act, IEDA shall issue a written Notice of Default to the Recipient, ,
setting forth the nahu•e of the alleged default in reasouable specificity, and providing therein a reasonable
period of time, which shall not be fewer than thirty (30) days fi•om the date of flle Notice of Default, in '
which the Recipient shall have an opportunity to cure,provided that cure is possible and feasible.
(c) Rernedies Available to IEDA. When an Event of Default has occurred and is not cured within the '
requir•ed time period, IEDA may, after written notice to Recipient: '
1. Terminate this Contract.
2. Suspend or reduce pending and firture disbursements. ';
3. Declare the principal and any accrued interest on any outstanding Promissoiy Notes issued '
pursliant to this Contract to be forthwith due aud payable, including both principal and interest and all
fees, charges and other amounts payable under this Contract shall be and become immediately due and ,
payable without filrther demand,presentment,protest or notice of any kind. ';
4. Require repayment of all or a portion of Award Funds disbuised. '
5. Revoke or reduce alithorized Tax Incentives.
6. Require fiill repayment of all or a portion of the value of TaY Incentives received.
(d) Pro Rata Repayment Permitted in Certain Circtunstances. Barring any other Event of Default, if
the default is due solely to one of the foilowing circumstances, IEDA will permit pro rata repayment of
the direct financial assistance received:
1. Failzrre to Meet Job Obligations by Project Completio�v Date. If the Recipient does not meet �
its Job Obligations as detailed in Exhibit D, Job Obligations, by the Project Completion Date, Recipient
shall repay a portion of the direct financial assistai7ce received. The amount to be repaid is calculated I
based on the number of jobs that are at or above the Qualifying Wage Threshold Requirement.
Repayment of any amounts due will be at the rate of $2,500.00 per unfilled job. This per job rate is ;
calculated as follows: $40,000 Forgivable Loan Award Amount divided by 16 jobs to be created. ''
For eaample, if the Recipient is short by 10 jobs the amount to be repaid is $2,500 per job
multiplied by 10,for a total due of$25,000.Penalty interest shall apply as described in paragraph 9.1(e). ,
Upon repayment of the amount due, IEDA will t•educe the RecipienYs Employment Base. This
i•educed Employment Base inust be maintained through the Maintenance Period Completion Date.
2. Job sl�or•tfall at Mai��tenance Pef�iod Cornpletion Date. If the Recipient does not maintain its ,
adjusted Employment Base through the Maintenance Period Completion Date, Recipient shall repay an
additional portion of the direct financial assistance received for the number of jobs it failed to maintain. I
The amount to be repaid will be calculated as described in subsection 1 above.
3. Less than Total Project Cost at Project Co�npletion Date. If the Recipient does not complete ;
the Pt�oject with a Total Pr•oject Cost as stated in Exhibit C, Description of Project and Award Budget, by
the Project Completion Date Recipient shall repay a portion of the direct financial assistance received. '
For• example, if the Recipient's required Total Project Cost is 10% less than pledged, 10% of the Award
amount received must be repaid(plus 6%interest calculated fi•om the date of first disbursement of Award .,
Funds).
Conri•act# 13-DF/TC-056 -20- i-',»i�p��ro��ed�2 iz
4. Repay»aent Amour7t If Both Sl�ortfall In Job Obligatio��s and Less Than Total Pf�oject Cost. If �
the Recipient experiences a shortfall in its Job Obligations and the Total Project Cost is less than required, ;
IEDA will calculate the amount owing for the job shortfall aud fot• investment of the Recipient of less ,
than the Total Project Cost. The higher of these two amoLlnts shall be the amount Recipient shall repay to '',
IEDA.
(e) Defaudt Interest Rate. If an Event of Default occui•s and remains tmctu•ed, a default interest rate of
6% shall apply to repayment of amotmts due under this Contract. The default interest rate shall accrne
fi•om the first date Award Funds are disbursed or Tax Incentives are received. '
(fl Expe»ses. The Recipient agrees to pay to the IEDA ali expenses reasonably inctu•red or paid by '
IEDA including reasonabie attorneys' fees and coui�t costs, in connection with any Default or Event of
Default by tlie Recipient or in coimection with the enforceulent of any of the terms of this Contract. ''
9.2 Default bv Communitv. An unremedied Event of Default can result in termination of this
Contract and repayment by Community of all or a portion of the pledged local match, plus applicable
default interest and costs. '
(a) Events of Defaarlt. Any one or more of the following shall constitute an "Eve�zt of Defazdt by ;
Community"under this Contract: �'i
1. NoncoJnpliance �i�ith Covenants. Default in the obseivance or performance of any covenants
of the Community set forth in Article 8,for more than five(5)business days; or '
2. Material ATis�•epresentation. Any r•epresentation or warranty made by the Community in this
Conh�act or in any statement or certificate furnished by it pursuant to this Contract, or made by
Community in Exhibit A, Recipient's Financial Assistance Application, or in connection with any of the �f
above,proves untrue in any material i•espect as of the date of the issuance or making thereof; or
(b) Notice of Defaz�lt and Oppol•tzrnify to Carr�e. If IEDA has reasonable cause to believe that an Event
� of Default has occurred under this Conn•act, IEDA shall issue a written Notice of Default to the
Community, setting forth the nature of the alleged default in reasonable specificity, and providing therein '
a reasonable period time, which shall not be fewer than thirty (30) days fi•om the date of tlie Notice of
Default, in which the Commuility shall have an opporhinity to cm•e, provided that cure is possible and
feasible.
(c) Remedies Available to IEDA. When an Event of Default by Community has occurred and is not
cured within the required tiine period, IEDA may, after written notice to Community:
1. Suspend or reduce pending and fiiture disburseinents to Commnnity.
2. Require repayment by Community for the amount of local financial assistance pledged to the '
Project but not provided. '
(d) Defazrlt Interest Rate. If an Event of Default occurs and remains uncured, a default interest rate
of 6% shall apply to repayment of amounts due under this Contract. The default interest rate shall accrue ;
ft•om the fiist date Award Funds are disbursed or Tax Incentives are received. '
(e) Expenses. The Community agrees to pay to the IEDA all expenses reasonably incurred or paid by
IEDA including i•easonable attoi•neys' fees and coui•t costs, in connection with any Default or Event of
Default by the Commtmity or in connection with the enforcement of any of the terms of this Contract.
Contract# 13-DF/TC-056 -21 - r,,,r�pp,•o,�e�l lz�rz
ARTICLE 10: MISC�LLANEOUS. '
10.1 Choice of Law and Forum; Governin�Law. '
(a) In the event any proceeding of a quasi judicial or judicial nature is commenced in connection
with this Contract, the proceeding shall be brolight in Des Moines, Iowa, in Polk County District CoLu-t ;
for the State of Iowa, if such court has jurisdiction. If however, such court lacks jurisdiction and '
jurisdiction lies only in a United States District Court,the matter shall be commenced in the United States '
District Court for the Southern District of Iowa,Central Division.
(b) This provision shall not be construed as waiving any immunity to suit or liability, in state or
federal court, which may be available to the IEDA,the State of Iowa or its members, officers, employees '
or agents.
(c) This Contract and the rights and duties of the parties hereto shall be governed by, and construed '
in accordance with the internal laws of the State of Iowa without regard to principles of conflicts of laws. '
10.2 Contract Amendments. Neither this Contract nor any documents incorporated by reference in
connection with this Contract, may be changed, waived, discharged or terminated orally, but only as
provided below:
(a) yiTi•iting required. The Contract may only be amended if done so in writing and signed all the ''
parties. Examples of situations requiring an amendment include, but are not limited to, time extensions,
budget revisions, and significant alterations of existing activities or beneficiaries. ;
(b)IEDA Boaf�d i•evieu�. Requests to ainend this Contract shall be processed by IEDA in compliance
with the IEDA Board's rules and procedui•es applicable to contract a►nendtnents.
10.3 Notices. Except as otherwise specified herein, all notices hereunder shall be in writing(including,
without limitation by fax) and shall be given to the relevant party at its addi•ess, e-mail address, or fax
number set foi�th below, or such other address, e-mail address, or fax number as such party may hereafter '
specify by notice to the other given by United States mail, by fax or by other telecotnmunication device
capable of creating a written record of such notice and its receipt. Notices hereunder shall be addressed:
To the Recipient at:
Design Mill, Inc.
Nathan Greiner,Pj•esident
115 N. Main Street '
Elizabeth, IL 61028
E-mail: Nathan@desigmnillinc.com
Telephone: 815.8583773 '
Facsimile: 815.858.3776 '
To the IEDA at:
Iowa Economic Development Authority
Compliance
200 East Grand Avenue
Des Moines,Iowa 50309 '
Attention: Business Development-Compliance
Contract# 13-DF/TG056 -22- F„7r.��P,•o,�e�t Izirz I
E-mail: Compliance@iowa.gov '
Telephone: 515.725.3000
Facsimile: 515.7253010 '
To the Conznaunit��at: I
City of Dubuque
Phil Wagner '
50 West 13`h Stret
Dubuque,IA 52001
E-mail: pwagner@cityofdublique.org
Telephone: 563.5 89.4393
Facsimile: 563.589.1733 !
Each such notice, request or other commtinication shall be effective (i) if given by facsimile, when such
facsimile is hansmitted to the facsi�nile number specified in this Article and a confirmation of such
facsimile has been received by the sender,(ii)if given by e-mail,when sucl�e-mail is transmitted to the e- ;
mail address specified in this Article and a confirmation of such e-mail has been received by the sender, '
(iii) if given by mail, five (5) days after such communicatiari is deposited in the mail, certified or
registered with r•etui•n receipt requested, addressed as aforesaid or (iv) if given by any other means, when
delivered at the addresses specified in this Ai�ticle.
l0A Headings. Article headings used in this Contract are for convenience of reference only and are ',
not a part of this Contract for any other purpose.
10.5 Final Authoritv. The IEDA shall have the authority to reasonably assess whether the Recipient
has complied with the terms of this Contract. Any IEDA determinations with respect to compliance with
the provisions of this Contract shall be deemed to be final determinations pursuant to Iowa Code Chapter '
17A, Iowa Administrative Procedure Act.
10.6 Waivers. No waiver by IEDA of any default hereunder shall operate as a waiver of any other ;
default or of the same default on any future occasion. No delay on the part of the IEDA in exercising any
right or remedy hereunder shall operate as a waiver thereo£ No single or partial exercise of any right or '
remedy by IEDA shall preclude firture exercise thereof or the exercise of any other right or remedy.
10.7 Counternarts.This Conh�act may be executed in any number•of counterparts,each of which shall
be deemed to be an original,but all of which together shall constitute but one and the same instrument. ;
10.8 Survival of Representations. All representations and warranties made herein or in any other '
Contract dociunent or in certificates given pl�rsiiant hereto or thereto shall suivive the execution and
delivery of this Contract and the other Contract documents and shall contintte in fiill force and effect with
respect to the date as of which they were made until all of Recipient's obligations or liabilities under this �
Contract have been satisfied. '
10.9 Severabilitv of Provisions. Any provision of this Contract which is unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without
invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in ;
any other jurisdiction. All rights, remedies and power•s provided in this Contract or any other Conh�act I
document may be exercised only to the extent that the exercise thereof does not violate any applicable
mandatory provisions of law, and all the provisions of this Contract and any other Co�tract document are
intended to be subject to all applicable mandatory provisions of law which may be controlling and to be
limited to the extent necessary so that they will not render this Contract or any other Contract document '
Contract#13-DF/TG056 -23- F,nrApprover111'[z
invalid or unenforceable.
10.10 Successors and Assi�ns. This Contract shall be binding upon the Recipient and its respective '
successot•s and assigns, and shall inure to the benefit of the IEDA and the benefit of their respective ,
successois and assigns.
1011 Nonassi�nment. This Contract shall not be assigned, in whole or in part, by Recipient unless
approved in writing by IEDA.
10.12 Termination. This Conh•act can be terminated under each of the following circumstances:
(a) Agr•eement of the Parties. Upon written agreement of the Recipient,the Community and IEDA.
(b) Urrren�ec�ied Event of Default. As a resiilt of the Recipient's or Community's unremedied Event
of Default pursuant to Article 9. '
(c) Ter�mination or r�eclarction in fiinding to IEDA. As a result of the termination or reduction of
funding to IEDA as provided in Article 4.4(c).
10.13 Documents Incornorated bv Reference. The following documents are incorporated by
reference and considered an integral part of this Contract:
1. Exhibit A- Recipient's Financial Assistance Application(on file with IEDA),
Application# 13-HQJTC-042 and 13-HQJDF-042 ;
2. E�ibit B-3 High-Quality Jobs Program—Project Completion Assistance Component
Special Conditions
3. E�ibit C- Description of the Project and Award Budget
4. Exhibit D- Job Obligations ,
5. Exhibit E- Irrevocable Letter of Credit '
6. E�ibit F- Pt•omissory Note(s)
10.14 Order of Prioritv. In the case of any inconsistency or conflict between the specific provisions of
this document and the exhibits,the following order of priority shall control:
1. Article 1 - 10 of this Contract.
2. Eahibit A- Recipient's Financial Assistance Application(on file with IEDA), '�,
Application# 13-HQJTC-042 and 13-HQJDF-042 '
3. Exhibit B-3 High-Quality Jobs Program—Project Completion Assistance Component
Special Conditions '
4. Exhibit C- Description of the Project and Award Budget
5. Exhibit D- Job Obligations '
6. Exhibit E- Irrevocable Letter of Credit
7. Exhibit F- Promissory Note(s)
10.15 Inte�ration. This Contract contains the entire tmderstanding between the Parties relating to the
Contract# 13-DF/TC-056 -24- F„�r�f��,•o��e�lz�lz
Date).
FOR IEDA: FOR RECIPIENT:
BY: BY:
�/�� �'1
Deborah V Durham, Director Signature
Typed Name and Title
� � �
Da e Date
FOR THFy COMMUNITY:
BY: �i� �` ���
��;' /', �
/�� .'-+r: -�._f
Signature
Roy �. $uol , Mavor
Typed Name and Title
10/21/13
Date
Contract# 13-DF/TC-0�6 -25 - F,nr,�pp,•o,�ed 11:11
8. EShibit F- Promissory Note(s)
10.15 Inte�ration. This Contract contains the entire understanding between the Parties relating to the
Project and any representations that may have been made before or after the signing of this Contract, ��
which aj•e not contained herein, are nonbinding, void and of no effect. None of the Parties have relied on ';
any such pj•ior representation in entering into this Contract.
IN WITNESS WHEREOF in consideration of the mutual covenants set forth above and for other
good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby
acknowledged, the parties have entered into this Contract and have caused theit� duly authorized
representatives to execute this Contract, effective as of the (atest date stated below (Contract Effective
Date).
FOR IEDA: FOR R�CIPIENT: '
BY: � BY: � �
�� �
�
Deborah . Durham, Director Signature
—11/a�-N��/ L , -�1- iz�r N.�iL �Z�s�v��"/�
�
Typed Name and Title '
�� � io � /
Date Da
FOR THE COMMUNITY:
BY: '
Signature
Typed Name and Title �
Date
Contract# 13-DF/TG056 -25- /•i�,r flpin�o��e�!2[?
CONTRACT AMENDMENT
RECIPIENT: Design Mill Inc.
MASTER CONTRACT #: 13-DF/TC-056
AMENDMENT#: 3
EFFECTIVE DATE: January 25, 2019
THIS CONTRACT AMENDMENT is made by and among the IOWA ECONOMIC
DEVELOPMENT AUTHORITY, (hereafter "IEDA"), 200 East Grand Avenue, Des Moines, Iowa
50309, an agency of the State of Iowa, Design Mill Inc. (“Recipient”), 115 N. Main Street, Elizabeth,
IL 61028, and City of Dubuque (“Community”), 50 West 13th Street, Dubuque, IA 52001.
WHEREAS, Recipient, has requested that the Project Completion Date be extended.
WHEREAS, the IEDA BOARD approved an extension, effective as of the Effective Date
stated above, and
WHEREAS, the IEDA BOARD, will not consider any additional requests for extension, and
NOW, THEREFORE, the Contract referenced above is amended as follows:
1. REVISION OF EXHIBIT D; “JOB OBLIGATIONS.” Exhibit D is amended to revise the Project
Completion Date. Details of this change are reflected in the attached Revised Exhibit D which is
hereby incorporated by this reference and made a part of this Contract Amendment.
FOR RECIPIENT:
SIGNATURE
cC^Ia t''
.................................. / .
r(< r\ It r APRINT/TYPE NAME, TITLE
/f2-
DAT
FOR COM UNITY:(LLA
SIGNAT
Roy D. Buol/ Mayor
PRINT/TYPE NAME, TITLE
March 4, 2019
DATE
L,IST OF EXFIIBITS
Exhibit A- Recipient's Financial Assistance Application(on file with IEDA),Application# 13- '
HQJTC-042 and 13-HQJDF-042 '
Exhibit B-3 High Quality Jobs Program—Project Completion Assistance Component Special
Conditions
Exhibit C- Description of the Project and Award Budget
E�ibit D- Job Obligations '
E�hibit E- Irrevocable Letter of Credit
Exhibit F- Promissory Note(s) '
Contract# 13-DF/TG056 -26- FmrApprored 12�72 'i
EXHIBIT B—3
High Quality Jobs Program—Project Completion Assistance Component '
Special Conditions to Contract# 13-DF/TC-056
The following additional terms shall apply to the Contract:
SECTION 1: ADDITIONAL DEFINITIONS.
The following additional terms are defined in this Contract as follows: '
"Econonaically Dist��essed Area" means a county that ranks among the bottom 25 of all Iowa
counties, as measured by either the a�erage monthiy unempioyment level for the most recent 12-month '
period or the average annualized unempioyment level for the most recent five-year period.
SECTION 2 : TERMS OF THE AWARA
2.1 Description of Award. $80,000 of the Award shall be fi•om the High Quality Jobs Program - '
Project Completion Assistance Component.
2.2 Form of Assistance. The Award, or portion thereof, made through the High Quality Jobs
Program-Project Completion Assistance Component shall be in the following foi7n(s):
(a)Loan.The Loan shall be awarded to Recipient on the following terms and conditions: '
1. Amount: $40,000.
2. Interest Rate: 0%; interest shall accrue fi•om the date of fiist disbursement of fimds.
3. Term: 60 months.
4. Pr•or��isso�•y Note. The obligation to repay the Loan shall be evidenced by a Promissory Note
executed by the Recipient. '
5. Prepayment. The outstanding principal and accrued interest of this Loan may be prepaid in ',
part or in fiill at any time without penalty. '
6. Acceleratron upon Default. If there is a failLire to pay any installment of principal and interest
w�ien due, or only a portion is paid, or in the event of any other Event of D'efault under this Contract,the
IEDA may declare the entire unpaid principal and all accrued interest immediately due and payable.
(b)Fo�givable Loan. The Forgivable Loan shall be awarded to Recipient on the following terms and
conditions: '
1. Amount: $40,000. '
2. Interest Rate: 0%; Interest accrues fi•om the date of first disbursement of funds.
3. Term: 60 months.
Contract# 13-DF/TC-056 Ethibit B-3,Page 1 Fm!Approved 12/12
4. Pr•omissoTy Note. The obligation to repay the Forgivable Loan shall be evidenced by a
Promissory Note executed by the Recipient.
5. Terms ofForgiveness. This Forgivable Loan will be forgiven if the Recipient: ',
(i) Completes the Project Performance Obligations in Article 7 of the Contract by the '
Project Completion Date, and
(ii) Maintains the Project Performance Obligations in Article 7 through the Maintenance _ ;
Period Completion Date,and '
(iii) Satis�es all otl�er terms and of this Contract, and
(iv) Is not in default under this Contract.
6. Prepayment. The outstanding principal and accj•ued interest of this Forgivable Loan, or any
part thereof that is not forgiven, may be prepaid in part or in fiill at any time without penalty.
7. Acceleration upoiz Default. If there is a faihu�e to pay any installinent of pr•incipal and interest �
when due, or only a portion is paid, or in the event of any other Event of Default under this Conh�act,the
IEDA may declare the entire tmpaid principal and all accrued interest immediately due and payable. '
(c) Reserved
2.3 Additional Sqecial Terms and Conditions. The Recipient shall comply with the additional
terms and conditions as a requirement of the Award, or portion thereof,described in this Exhibit: ,
• Documentation of registration with the State of Iowa. '
SECTION 3: ADDITIONAL COVENANTS
In addition to the Covenants described in Article 7 of the Contract, the Recipient shall be bound to the
additional covenants:
3.1 Job Obli�ations. By the Project Completion Date, the Recipient shail create and/or retain the ',
number of FTE Created Jobs and Retained Jobs included in, for Retained Jobs, and above, for Created
Jobs,the Recipient's Employment Base, as detailed in Exhibit D—Job Obligations, and maintain the jobs
through the Maintenance Period.
3.2 Wa�e Obli�ations. The Qualifying Wage Threshold rates specific to this Contract that must be ;
met are stated in Exhibit D, Job Obligations. By the Project Completion Date and through the
Maintenance Completion Period Date,the Recipient shall: '
(a) For the Cr•eated Jobs,pay 100%of the Qualifying Wage Threshoid at the start of the Project
Completion Period, at least 120%of the Qualifying Wage Threshoid by the Project Completion Date, and
at least 120%of the Qualifying Wage Tlu•eshold until the Maintenance Period Completion Date.
Contract# 13-DF/TG056 Exhibit B-3,Page 2 Frsrt App�•oved 12/12
(b) For the Retained Jobs,pay at least 120%of the Qualifying Wage Threshold throughout both the '
Project Completion Period and the Maintenance Period.
(c) For projects in Economically Distressed Areas the Qualifying Wage Threshold requirement ;
applicable to all phases of the project is 100%of the Qualifying Wage Threshold if the eligible business is
located in an economically distressed at•ea.
3.3 Provide Sufficient Bene�ts. The Recipient shall provide ail employees included as part of the
job and wage obligations with Sufficient Benefits. '
-End of E�ibit B—3 -
Contract#13-DFJTG056 �shibit B-3,Page 3 Fmt Approved 12/12 ',
DESCRIPTION OF THE PROJECT AND AWARD BUDGET
; {EXHIBIT C) '
Name of Recipient: Design Mill,Inc.
Name of Community: City of Dubuque '
Contract Number: 13-DF/TC-056
PROJECT DESCRIPTION
Design Mill,Inc.will relocate to Dubuque to take advantage of the amenities they offer a growing business. Design Mill will '
develop software for the educational and manufacturing industries as well as developing custom mobile applications. '
AWARD BUDGET
SOURCE OF FUNDS AMOUNT FORM USE OF FUNDS COST
IEDA Programs *Land Acquisition ,
HqJP Financia)Assistance $40,000 Loan *Site Preparation
HQ1P Financial Assistance $40,000 Forgivable Loan *Building Acquisition ;
HQJPTax Credit 1See Below *Building Construction ',
*Building Remodeling $40,000
Landlord $16,000 Remodeling Lease Payments '
Design Mill $1,169,979 Cash/Equity *Mfg Machinery and Equipment '
Other Machinery and Equipment $322,384
Racking,Shelving,etc.
*Computer Hardware $284,181
Computer Software $140,013 ;
*Furniture and Fixtures $49,583 '
Working Capital
Research and Development $300,000 '
Base Rent 3 years $129,818 ',
*included as capital investment if !
awarded tax credit program
Total $1,265,979 ' Total $1,265,979
�$18,620 estimated benefit value
OTHER FUNDING
SOURCE OF FUNDS TOTAL AMOUNT FORM/TERM USED AS MATCH '
TIF Rebate ��;
Tax Abatement '
260E Job Training $118,107 Grant No
In-Kind Contributions
RISE
RED '
Other
EXHIBIT D - JOB OBLIGATIONS
Revised 1/25/2019
Recipient: Design Mill, Inc.
Community: City of Dubuque
Contract Number: 13-DF/TC-056
This Project has been awarded benefits fiom the High Quality Jobs Piogiam (HQJP) — Financial Assistance Component The chart
below outline the contractual job obligations related to this Project
Data in the “Employment Base” column has been venfied by the Authority and reflects the employment characteristics of the facility
receiving funding before this award was made Jobs to be letamed as a part of this Project must be included m these calculations
Data m the “Jobs To Be Cieated” column outlines the new full-time jobs (including theii wage chaiactenstics) that must be added to the
employment base and, if applicable, statewide employment base as a result of this award
At the Project Completion Date and through the Maintenance Period Completion Date, the Business must achieve (at a minimum) the
numbeis found m the “Total Job Obligations” column
HQJP JOB OBLIGATIONS
Project Completion Date June 30, 2018 June 30, 2019
Maintenance Period Completion Date- June 30, 2020 June 30, 2021
Employment
Base
Jobs
To Be Created
Total
Job
Obligations
Total employment at project location 0 16 16
Average wage of total employment at project location N/A
Qualifying Laborshed Wage threshold requirement (per hr)$19 31
Number of jobs at or above qualifying wage 0 16 16
Average Wage of jobs at or above qualifying wage N/A
Notes re: Qualifying Wages
1. Bonus or commission payments are not included when calculating the Qualifying Wage late.
2 If the Recipient uses or proposes to use a non-standard work week (8 hours a day, 5 days a week, 52
weeks a year including holidays, vacation and othei paid leave), check the box below and describe that
alternative schedule. The alternative schedule must meet the requirements of 261 IAC 173.2. ) By not
checking the box and not providing the alternative schedule, IEDA will consider “Full-nme Equivalent
(FTE) Job ” to mean the employment of one person foi 8 horns pei day for a 5-day, 40-hour workweek for 52
weeks pei year, including paid holidays, vacations and other paid leave
□ The Recipient shall use an alternative work week for purposes of its employees desciibed in the
Contract The alternative work week is as follows' [description]
EXHIBIT E
Irrevocable Letter of Credit
The Irrevocable Letter of Credit shall follow this page and shall be E�ibit E to the Contract.
Contract# 13-DF/TC-0�6 Fnrt Approvecl 09/10
EXHIBIT F—PROMISSORY NOTE
FORGIVABLE LOAN
Recipient: Design Mill,Inc.
Community: City of Dubuque
Contract Number: 13-DF/TC-056
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned promises, in the event this Forgivable
Loan is not forgiven, to pay to the order of the IOWA ECONOMIC D�VELOPMENT
AUTHORITY, at its office at 200 East Grand, Des Moines, Iowa 50309, the sum of
FORTY THOUSAND DOLLARS ($40,000) with interest at a rate of 0% unless an
Event of Default occurs, in which case interest shall be at the default rate set forth in
Contract number• 13-DF/TC-056 ("Contract"). The terms and conditions by which
forgiveness of this Loan may occur are as specified in the Contract.
Interest shall first be deducted fi•om the payment and any balance shall be applied on
principaL Upon default in payment of any interest, or any installment of pr•incipal, the
whole amount then unpaid shall become immediately due and payable at the option of the
holder.
The undersigned, in case of suit on this note, agrees to pay on demand all costs of
collection, maintenance of collateral, legal expenses, and attorneys' fees incurred or paid ;
by the holder in collecting and/or enforcing this Note on default.
This note shall be secured by the Security specified in the Contract. ;
Makers, endoisers and sureties waive demand of payment, notice of non-payment, protest
and notice. Sureties, endorsers and guarantors agree to all of the provisions of this note,
and consent that the time or times of payment of all or any part hereof may be extended ;
after maturity, from time to time, without notice.
DESIGN MILL,INC.
By:
Print or Type Name, Title
Address: 115 N. MAIN STREET
ELIZABETH, IL 61028 '
Date:
EXHIBIT F—PROMISSORY NOTE
LOAN
Recipient: Design Mill,Iuc. '
Community: City of Dubuque
Contract Number: 13-DF/TC-056
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned promises to pay to the ot•der of the IOWA
ECONOMIC DEVELOPMENT AUTHORITY, at its office at 200 East Grand, Des Moines,
Iowa 50309, the sum of FORTY THOUSAND DOLLARS ($40,000) with interest thereon at
ZERO PERCENT (0%)to be paid as follows:
Sixty (60) monthly payments of$666.67 beginning on the first day of the fourth month '
from the date Award funds are disbursed. Final payment may vaiy depending upon dates
payments are received.
Interest shall first be deducted fi�om the payment and any balance shall be applied on principal.
Upon default in payment of any interest, or any installment of principal, the whole amotmt then '�"'
unpaid shall become immediately due and payable at the option of the holder.
The undersigned, in case of suit on this note, agrees to pay on demand all costs of collection, ;
maintenance of collateral, legal expenses, and attorneys' fees incurred or paid by the holder in '
collecting and/or enforcing this Note on default.
This note shall be secured by the Security specified in the Contract. ,
Malcers, endorseis and sureties waive demand of payment, notice of non-payment, protest and
notice. Stu�eties, endoisers and guarantors agree to all of the provisions of this note, and consent
that the time or tilnes of payment of all or any part hereof may be extended after maturity, from ;
time to time, without notice.
DESIGN MILL,INC.
By:
Print or Type Name, Title
Address: 115 N. MAIN STREET
ELIZABETH, IL 61028
Date:
CONTRACTAMENDMENT
RECIPIENT: Design Mill Inc.
MASTER CONTRACT#: 13-DF/TC-056
AMENDMENT #: 3
EFFECTIVE DATE: January 25, 2019
THIS CONTRACT AMENDMENT is made by and among the IOWA ECONOMIC
DEVELOPMENT AUTHORITY, (hereafter "IEDA"), 200 East Grand Avenue, Des Moines, lowa
50309, an agency of the State of lowa, Design Mill Inc. ("RecipienY'), 115 N. Main Street, Elizabeth,
IL 61028, and City of Dubuque ("Community"), 50 West 13'h Street, Dubuque, IA 52001.
WHEREAS, Recipient, has requested that the Project Completion Date be extended.
WHEREAS, the IEDA BOARD approved an extension, effective as of the Effective Date
stated above, and
WHEREAS, the IEDA BOARD, will not consider any additional requests for extension, and
NOW, THEREFORE, the Contract referenced above is amended as follows:
1. REVISION OF EXHIBIT D; "JOB OBLIGATIONS." Exhibit D is amended to revise the Project
Completion Date. Details of this change are reflected in the attached Revised Exhibit D which is
hereby incorporated by this reference and made a part of this Contract Amendment.
FOR RECIPIENT: FOR IEDA:
SIGNATURE Deborah V. Durham, Director
PRINT/TYPE NAME, TITLE DATE
DATE
FOR COMMUNITY:
SIGNATURE
PRINT/TYPE NAME, TITLE
DATE
EXHIBIT D—JOB OBLIGATIONS
Revised 1/25/2019
Recipient: Design Mill, Inc.
Community: City of Dubuque
Contract Number: 13-DF/TC-056
This Projecthas been awarded benefits from the High Quality Jobs Program (HQJP)—Financial Assistance Component. The chart
below outline the contractual job obligations related to this Project
Data in the "Employment Base" column has been verified by the Authority and reflects the employment characteristics of the facility
receiving funding before this award was made. Jobs to be retained as a part of this Project must be included in these calculations.
Data in the "Jobs To Be Created" column outlines the new full-time jobs(including their wage characteristics)that must be added to the
employment base and, if applicable, statewide employment base as a result of this award.
At the Project Completion Date and through the Maintenance Period Completion Date,the Business must achieve (at a minimum)the
numbers found in the"Total Job Obligations"column.
HQJP JOB OBLIGATIONS Employment Jobs Total
Project Completion Date: '��^� ��^-�,o''n'° June 30, 2019 Base To Be Created Job
Maintenance Period Completion Date: '��^^ '���n�n June 30, 2021 Obligations
Total employment at project location 0 16 16
Average wage of total employment at project location N/A
Qualifying Laborshed Wage threshold requirement(per hr) $19.31
Number of jobs at or above qualifying wage 0 16 16
Average Wage of jobs at or above qualifying wage N/A
Notes re: Qualifvina Waaes
1. Bonus or commission payments are not included when calculating the Qualifying Wage rate.
2. If the Recipient uses or proposes to use a non-standard wark week (8 hours a day, 5 days a week, 52
weeks a year including holidays,vacation and other paid leave), check the box below and describe that
alternative schedule. The alternative schedule must meet the requirements of 261 IAC 173.2. ) By not
checking the box and not providing the alternative schedule, IEDA will consider "Full-time Eguivalent
(FTE)Job"to mean the employment of one person for 8 hours per day for a 5-day,40-hour workweek for 52
weeks per year, including paid holidays,vacations and other paid leave.
❑ The Recipient shall use an alternative wark week for purposes of its employees described in the
Contract. The alternative wark week is as follows: [description].