Hirschbach Motor Lines, Inc. New Headquarters IEDA Contract Copyright 2014
City of Dubuque Consent Items # 18.
ITEM TITLE: Hirschbach Motor Lines, Inc. Contract
SUMMARY: City Manager recommending approval of Contract 15-DF/TC-017 by and
among Hirschbach Motor Lines, Inc., the City of Dubuque, and Iowa
Economic Development Authority for the proposed new headquarters
office facility in Dubuque.
RESOLUTION Authorizing the execution of a contract for State Business
Financial Assistance by and among Hirschbach Motor Lines, Inc., the City
of Dubuque, Iowa, and the Iowa Economic Development Authority
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt Resolution(s)
ATTACHMENTS:
Description Type
❑ Hirschbach IEDA Assistance Contract-MVM Memo City Manager Memo
❑ Staff Memo Staff Memo
❑ Contract Supporting Documentation
❑ Resolution Resolutions
CONTRACT TERMINATION AGREEMENT
RECIPIENT: Hirschbach Motor Lines, Inc.
CONTRACT NUMBER: 15-DF/TC-017
EFFECTIVE DATE: July 20, 2018
THIS AGREEMENT is made by and between the IOWA ECONOMIC DEVELOPMENT
AUTHORITY (IEDA or Authority), 200 East Grand Avenue, Des Moines, Iowa 50309, an agency of
the State of Iowa, and Hirschbach Motor Lines, Inc. (Recipient), 18355 US Highway 20, East
Dubuque, IL 61025 and the City of Dubuque (Community), 50 W. 13th Street, Dubuque, IA 52001.
Pursuant to the Recipient's request and Article 10.12(a) of the above -referenced Contract,
Contract 15-DF/TC-017 is hereby terminated as of the effective date stated above.
FOi RE IPIEN,T:
SIGNATURE
�G 62244/ L'AO
PRINT/TYPE NAME, TITLE Date
FOR IEDA:
Deborah V. Durham, Director
Date
FOR COMMUNITY.
SIGNATURE
PRINT/TYPE NAME, TITLE
Date
1,74_4,„>,
Ica � ' (' Ca
THE CITY OF Dubuque
UBE I
erica .i
Masterpiece on the Mississippi 2007-2012-2013
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: State of Iowa Business Financial Assistance Contract among, Hirschbach
Motor Lines, Inc., City of Dubuque, and Iowa Economic Development
Authority
DATE: June 9, 2015
Economic Development Director Maurice Jones is recommending City Council approve
Contract 15-DF/TC-017 by and among Hirschbach Motor Lines, Inc., the City of
Dubuque, and Iowa Economic Development Authority for the proposed investment of
$7.7 million for the location of a new headquarters office facility in Dubuque.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Mic ael C. Van Milligen
MCVM:sv
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
Maurice Jones, Economic Development Director
Dubuque Economic Development Department
THE CITY OF 50 West 13th Street
All-America City Dubuque,Iowa 52001-4864
D U B3 E1 ' Office(563)589-4393
TTY(563)690-6678
° http://www.cityofdubuque.org
Masterpiece on the Mississippi 200.2012.2013
TO: Michael Van Milligen, City Manager
FROM: Maurice Jones, Economic Development Director
SUBJECT: State of Iowa Business Financial Assistance Contract among
Hirschbach Motor Lines, Inc., City of Dubuque, and Iowa Economic
Development Authority
DATE: June 5, 2015
INTRODUCTION
This memorandum presents for City Council review and approval a resolution
authorizing Contract 15-DF/TC-017 among Hirschbach Motor Lines, Inc., the City of
Dubuque, and the Iowa Economic Development Authority (IEDA).
BACKGROUND
Hirschbach Motors Lines, Inc., currently headquartered in East Dubuque, Illinois, is an
over-the-road, truckload refrigerated trucking company. The company is proposing a
forty-five thousand square foot (45,000) redevelopment of Lot 1 of City Lot 417A and
City Lot 418 & 419 which are located at 220 East 9th Street in the Historic Millwork
District as an office for the company. This office will house the executives, operations
and administrative personnel for Hirschbach. The company plans to create ninety-nine
(99) full time jobs within three years of the completion of construction.
The company plans to invest $7,700,000.00 to redevelop the property in the Millwork
District into its new headquarters facility, and will bring 99 new jobs to Dubuque. As part
of its financial investment in the project, Hirschbach applied to the Iowa Economic
Development Authority for assistance in the form of grants, loans and tax credits.
DISCUSSION
On February 2, 2015) City Council approved Resolution 37-15, authorizing the Mayor to
execute an application to IEDA for financial assistance, and directing the City Manager
to submit the Application to IEDA with other required documents.
On February 20, 2015, IEDA approved Contract 15-DF/TC-017 with the following
awa rd
The company is eligible for $830,278 in actual training fund reimbursement for the 99
jobs. The company is eligible for a $500,000 High Quality Jobs Program Loan
($250,000 of which is forgivable) and up to $150,000 in Sales, Service, and Use Tax
Refunds from the IEDA. The incentives are offered through the State's High Quality
Jobs Program. The local match for the project is proposed to be a 10-year Tax
Increment Financing property tax rebate valued at approximately $545,055. The
Company will utilize a $8.5 million bank loan to cover the remainder of the project costs.
RECOMMENDATION
I recommend that the City Council approve the Economic Development Assistance
Application on behalf of Hirschbach Motors Lines, Inc. for the proposed investment of
$7.7 Million for the location of a new headquarters office facility in Dubuque. The
proposed project would add 99 jobs and promote the City's goal of attracting new
business to add to the economic base.
ACTION STEP
The action step for the City Council is to adopt the attached resolution.
Prepared by: Jill Connors, Economic Development, 50 W. 13th Street, Dubuque IA 52001, 563 589-4393
Return to: Jill Connors, Economic Development, 50 W. 13th Street, Dubuque IA 52001, 563 589-4393
RESOLUTION NO. 205-15
AUTHORIZING THE EXECUTION OF A CONTRACT FOR STATE BUSINESS
FINANCIAL ASSISTANCE BY AND AMONG HIRSCHBACH MOTOR LINES, INC., THE
CITY OF DUBUQUE, IOWA, AND THE IOWA ECONOMIC DEVELOPMENT AUTHORITY
Whereas, Hirschbach Motor Lines, Inc. has proposed making a Seven Million Seven
Hundred Thousand Dollar ($7,700,000.00) investment for the redevelopment of a forty-five
thousand square foot (45,000 sq. ft.) office facility in the City of Dubuque, Iowa which will
allow Hirschbach Motor Lines, Inc. to bring 99 jobs to the city; and
Whereas, the City Council of the City of Dubuque, Iowa has considered the proposal
and has determined that the proposed project will contribute to the local economy; and
Whereas, financial assistance from the Iowa Economic Development Authority is
designed to assist in the economic development efforts of local jurisdictions; and
Whereas, the Iowa Economic Development Authority has requested execution of an
Economic Development Assistance Contract in order to finalize incentives and document
associated terms for the redevelopment of 22 East 9th Street for the offices of Hirschbach
Motor Lines, Inc.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA:
Section 1. That the execution of the Economic Development Assistance Contract for
participation in the Iowa Economic Development Authority's Financial Assistance Program
on behalf of Hirschbach Motor Lines, Inc., a copy of which is attached hereto, is hereby
approved.
Section 2. That a ten (10) year tax increment financing (TIF) local match identified in the
Application may be provided to Hirschbach Motor Lines, Inc., subject to further action by
the City Council.
Section 3. That the Mayor is hereby authorized to execute and the City Manager is
hereby directed to submit the Economic Development Assistance Contract to the Iowa
Economic Development Authority together with such other documents as may be required.
Passed, approved, and adopted this 15th day of June, 2015.
Roy D. Bu c f, Mayor
ECONOMIC DEVELOPMENT
ASSISTANCE CONTRACT
BY
HIRSCHBACH MOTOR LINES, INC.,
THE CITY OF DUBUQUE,
AND THE
IOWA ECONOMIC DEVELOPMENT AUTHORITY
CONTRACT NUMBER: 15-DF/TC-017
TABLE OF CONTENTS
ARTICLE 1: CONTRACT DURATION
ARTICLE 2: DEFINITIONS
ARTICLE 3: AWARD TERMS
ARTICLE 4: CONDITIONS TO DISBURSEMENT OF FUNDS AND ISSUANCE OF TAX
CREDIT NUMBER;DISBURSEMENT TERMS
ARTICLE 5: SECURITY REQUIREMENTS
ARTICLE 6: REPRESENTATIONS AND WARRANTIES
ARTICLE 7: COVENANTS OF THE RECIPIENT
ARTICLE 8: COVENANTS OF THE COMMUNITY
ARTICLE 9: EVENTS OF DEFAULT;NOTICE AND OPPORTUNITY TO CURE; AND
REMEDIES AVAILABLE TO IEDA
ARTICLE 10: MISCELLANEOUS
CONTRACT EXHIBITS
Exhibit A- Recipient's Financial Assistance Application (on file with IEDA), Application#
15-HQJTC-038 and 15-HQJDF-038
Exhibit B-1 High Quality Jobs Program-Tax Credit Special Conditions
Exhibit B-2 High Quality Jobs Program—Project Completion Assistance Component Special
Conditions
Exhibit C- Description of the Project and Award Budget
Exhibit D - Job Obligations
Exhibit E- Irrevocable Letter of Credit
Exhibit F - Promissory Note(s)
Contract#15-DF/TC-017 -2 - Fmt Approved 1212014
Economic Development
Assistance Contract
RECIPIENT: HIRSCHBACH MOTOR LINES, INC.
COMMUNITY: CITY OF DUBUQUE
CONTRACT NUMBER: 15-DF/TC-017
AWARD DATE: FEBRUARY 20, 2015
AWARD AMT. —FINANCIAL ASSISTANCE $500,000
AWARD AMT. —TAX INCENTIVES $150,000
This ECONOMIC DEVELOPMENT ASSISTANCE CONTRACT (Contract) is made as of the
Contract Effective Date by the Iowa Economic Development Authority (IEDA or Authority), 200 East
Grand Avenue, Des Moines, IA 50309, and Hirschbach Motor Lines, Inc. (Recipient), 18355 US
Highway 20, East Dubuque, IL 61025 and the City of Dubuque (Community), 50 W. 13" Street,
Dubuque, IA 52001.
WHEREAS, the Recipient submitted an application to IEDA requesting assistance in financing
its Project as more fully described in Exhibit C, Description of the Project and Award Budget (the
Project); and
WHEREAS, the Iowa Economic Development Authority Board (IEDA Board) awarded the
Recipient assistance for the Project from 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#15-DF/TC-017 -3 - Fmt Approved 1212014
ARTICLE 1: CONTRACT DURATION
This Contract shall be in effect on the Contract Effective Date and shall remain in effect until after
completion of each of the following:
(a) Through Project Completion Date. Through the Project Completion Period and for a reasonable
period of time after Project Completion Date during which IEDA will conduct Project closeout
procedures to verify that the Project was completed in compliance with Contract requirements.
(b) Through Maintenance Period Completion Date and Contract Closeout. Through the Maintenance
Period Completion Date and for a reasonable period of time after Maintenance Period Completion Date
during which IEDA will conduct closeout procedures to verify that the Project was maintained in
compliance with Contract requirements.
(c) Repayment or Payment Obligation. Until all outstanding amounts due to IEDA, if any, are
received by IEDA or all outstanding obligations to IEDA are satisfied in full.
(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 Contract:
"Affiliate"means any entity to which any of the following applies:
a. Directly, indirectly, or constructively controls another entity.
b. Is directly, indirectly or constructively controlled by another entity.
c. Is subject to the control of a common entity. A common entity is one which owns directly or
individually more than ten percent of the voting securities of the entity.
`Award"means 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 award of financial assistance to the Recipient for the Project.
"Award Funds" means the cash that is provided by IEDA for this Project as Project Completion
Assistance, including loans.
"Base Employment Level" means the number of Full-Time Equivalent positions as established by
IEDA and Recipient using Recipient's payroll records, as of the date Recipient applied for Tax
Incentives or Project Completion Assistance. The number of jobs Recipient has pledged to create and
retain shall be in addition to the Base Employment Level.
"Benefits" 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.
"Brownfield site" means an abandoned, idled, or underutilized property where expansion or
redevelopment is complicated by real or perceived environmental contamination. A brownfield site
includes property contiguous with the site on which the property is located. A brownfield site does not
Contract#15-DF/TC-017 -4- Fmt Approved 1212014
include property which has been placed, or is proposed for placement, on the national priorities list
established pursuant to the federal Comprehensive Environmental Response, Compensation, and Liability
Act, 42, U.S.C. 9601 et seq. In order to administer similar programs in a similar manner, the IEDA will
attempt to apply this definition in substantially the same way as similar definitions are applied by the
Brownfield Advisory Council established in Iowa code section 15.294 and may consult members of the
council or other staff as necessary.
"Contract 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 Article 1.
"Created Job" means a new, permanent, Full-Time Equivalent (FTE) position added to Recipient's
payroll in excess of the Base Employment Level at the time of application for Tax Incentives or Project
Completion Assistance.
"Forgivable Loan"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 terms of this Contract.
"Full-Time Equivalent job,"'FTE,"or `full-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 number of hours or days per week, including paid holidays, vacations and other paid leave,
currently established by schedule, custom, or otherwise, as constituting a week of full-time work for the
kind of service 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 year including paid holidays, vacations, and other paid
leave.
For purposes of this definition, "employment of one person" means the employment of one natural
person and does not include `job sharing" or any other means of aggregation or combination of hours
worked by more than one natural person.
"Gra)field site"means a property meeting all of the following requirements:
a. The property has been developed and has infrastructure in place, but the property's current use is
outdated or prevents a better or more efficient use of the property. Such property includes vacant,
blighted, obsolete, or otherwise underutilized property.
b. The property's improvements and infrastructure are at least twenty-five years old and one or more
of the following conditions exists:
(1) Thirty percent or more of a building located on the property that is available for occupancy has
been vacant or unoccupied for a period of twelve months or more.
(2) The assessed value of the improvements on the property has decreased by twenty-five percent or
more.
(3)The property is currently being used as a parking lot.
(4)The improvements on the property no longer exist.
c. The Authority will attempt to apply this definition in substantially the same manner as similar
definitions are applied by the Brownfield Advisory Council established in Iowa code section 15.294.
"Job Obligations" means the jobs that must be created or retained as a result of receipt of state or
federal financial assistance, Project Completion Assistance, or Tax Incentives from IEDA and that are
required to meet the Qualifying Wage Threshold requirements. Recipient's Job Obligations are specified
in Exhibit D of this Contract. Jobs that do not meet the Qualifying Wage Threshold requirements shall not
be counted toward Recipient's job creation or job retention obligations contained in Exhibit D. The Job
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Obligations in Exhibit D include Recipient's Base Employment Level and the number of new jobs
required to be created above the Base Employment Level.
"Laborshed Wage" means the Qualifying Wage Threshold applicable to Recipient's Project as
calculated pursuant to rule 261 IAC 173.2 and 261 IAC chapter 174 and as specified in Exhibit D of this
Contract.
"Loan" 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
principal, interest, or both, is not required for some specified period. A"forgivable loan"is one for which
repayment is eliminated in part or entirely if the borrower satisfies specified conditions. A "float loan"
means a short-term loan,not to exceed 30 months,made from obligated but unexpended moneys.
`Maintenance 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.
`Maintenance Period Completion Date"means the date on which the Maintenance Period ends. The
specific date on which the Maintenance Period ends is identified in Exhibit D.
"Person"means as defined in Article 6.1(g) of this Contract.
"Project" means the description of the work and activities to be completed by the Recipient as
outlined in Exhibit C-Description of the Project and Award Budget.
"Project Completion Assistance" means financial assistance or technical assistance provided to an
eligible business in order to facilitate the start-up, location, modernization, or expansion of the business in
this state and provided in an expedient manner to ensure the successful completion of the start-up
location,modernization, or expansion project.
"Project Completion Date" means the date by which the Recipient of incentives or assistance has
agreed to meet all the terms and obligations contained in this Contract. The Project Completion Date will
be a date by 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 Period" means the period of time between the Award Date and the Project
Completion Date.
"Qualifying Jobs" are those Created or Retained Jobs that meet or exceed the Qualifying Wage
Threshold Requirement established to qualify for program funding for the programs providing assistance
to this Project.
"Qualifying Wage Threshold"means the Laborshed Wage as calculated by IEDA pursuant to statute
and rule for each program under which financial assistance or Tax Incentives for this Project are awarded.
The Qualifying Wage Threshold Requirement for this Project is outlined in Exhibit D, Job Obligations.
"Recipient's Employment Base" means the number of jobs as stated in Exhibit D —Job Obligations
that the Recipient and IEDA have established as the Base Employment Level for this Project. The
number of jobs the Recipient has pledged to create shall be in addition to the Recipient's Employment
Base.
"Retained Job"means an existing job that meets the Qualifying Wage Threshold Requirements and
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would be eliminated or moved to another state if the Project did not proceed in Iowa.
"Security Documents" means all security agreements, financing statements, mortgages, personal
and/or corporate guarantees required by the IEDA Board for this Award.
"Secured Property" means the property required in Article 5 which is pledged as security for this
contract.
"Sufficient Benefits"means that Recipient offers to each Full-Time Equivalent permanent position a
benefits package that meets one of the following:
1. Recipient pays 80 percent of the premium costs for a standard medical and dental plan for single
employee coverage with the maximum deductible specified for this project in Exhibit D; or
2. Recipient pays 50 percent of the premium costs for a standard medical and dental plan for
employee family coverage with the maximum deductible specified for this project in Exhibit D; or
3. Recipient provides medical coverage and pays the monetary equivalent of paragraph "1" or "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
sharing, disability insurance, and child care services.
"Tax Incentives"means the tax credits, refunds, or exemptions 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:
PROJECT COMPLETION FORM MAXEVIUM
ASSISTANCE AMOUNT
High Quality Jobs Program Loan $250,000
Forgivable Loan $250,000
TOTAL FINANCIAL ASSISTANCE: $ 500,000
TAX INCENTIVES
High Quality Jobs Program Tax Incentives $ 150,000
TOTAL STATE TAX INCENTIVES: $ 150,000
3.2 Terms and Conditions of Award. The terms and conditions of the Award shall be as described
in this Contract and the following incorporated exhibit(s):
Exhibit B-1 High Quality Jobs Program—Tax Credit Component Special Conditions
Exhibit B-2 High Quality Jobs Program—Project Completion Assistance Component Special
Conditions
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ARTICLE 4: CONDITIONS TO AWARD; DISBURSEMENT AND ISSUANCE TERMS
4.1 Direct State Financial Assistance—Disbursements of Award Funds.
(a) Conditions to Disbursement. The obligation of IEDA to disburse funds under this Contract shall
be subject to the conditions described in this Article 4.
(b) Process to Request Disbursement of Award Funds. Recipient shall prepare, sign and submit
disbursement requests and reports as specified in this Contract in the form and content required by IEDA.
Recipient shall verify that claimed expenditures are allowable costs. The Recipient shall maintain
documentation adequate to support the claimed costs.
(c) Documents Submitted. Funds will not be disbursed until IEDA has received the documents
described in section 4.3 below as well as the following additional documents, properly executed and
completed and approved by IEDA as to form and substance:
1. Security Documents. The fully executed Security Documents required in Article 5.
2. Promissory Note(s). The Promissory Note(s)required and described in the exhibit(s).
3. Requests for Disbursement. All disbursements of Award Funds shall be subject to receipt by
the IEDA of requests for disbursement, in form and content acceptable to IEDA, submitted by the
Recipient All requests 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 expenditures prior to the Award Date.
(e) Cost Variation. In the event that the actual cost of the Project is less than the Total Project Cost
specified in Exhibit C, the Award Funds specified in Article 3.1 shall be reduced at the same ratio as the
reduction in the actual cost of the Project bears to the Total Project Cost specified in Exhibit B. Any
funds previously disbursed by IEDA in excess of the reduced Award Funds to be provided by IEDA shall
be returned to IEDA immediately upon receipt by Recipient's of a written request by IEDA for
repayment.
(f) Investment ofAward Funds.
1. In the event that the Award Funds are not immediately utilized, temporarily idle Award Funds
held by the Recipient may be invested, provided that such investments shall be in accordance with State
law, including but not limited to the provisions of Iowa Code chapter 12C concerning the deposit of
public funds. Interest accrued on temporarily idle Award Funds held by the Recipient shall be credited to
and expended on the Project prior to the expenditure of other Award Funds.
2. Within ten(10) days of receipt of a written request from IEDA,Recipient shall inform IEDA in
writing of the amount of unexpended Award Funds in the Recipient's possession or under the Recipient's
control, whether in the form of cash on hand, investments, or otherwise. Recipient shall return to IEDA
all unexpended Award Funds remaining, including accrued interest, after all allowable Project costs have
been paid or obligated within thirty(30) days after the Project Completion Date.
4.2 Tax Incentives—Conditions to Issuance of Tax Credit Number.
(a) Tax Credit Number Required to Claim Incentives. Recipient shall not claim the Tax Incentives
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described in Article 3 until IEDA has issued a tax credit number for this Project and Recipient has
undertaken the activities described in this Contract and the applicable law to be eligible for such Tax
Incentives.
(b) Issuance of Tax Credit Number. Upon satisfaction of the conditions described herein, IEDA will
issue a tax credit number to the Recipient for this Project The tax credit number shall be used in
preparing any claims for Tax Incentives.
(c) Conditions to Issuance of Tax Credit Number. The obligation of IEDA to issue a tax credit
number shall be subject to the conditions precedent described in Article 4.
(d)Documents Submitted. IEDA shall have received the documents 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) Contract. Fully executed Contract
(b) Incorporation Documents. Copies of the Articles of Incorporation or the Articles of Organization,
whichever is appropriate, of the Recipient, certified in each instance by its secretary or assistant secretary.
(c) Certificate of Existence; Certificate ofAuthority. A certificate of existence for the Recipient from
the State of incorporation 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) Results of Lien and Tax Search and Documentation of Satisfactory Credit History. Financing
statement, tax and judgment lien search results, in the Recipient's state of incorporation or organization,
against the Recipient and/or the property serving as the Recipient's security under this Contract, and
documentation of satisfactory credit history of the Recipient and guarantors, as applicable, with no
judgments or unsatisfied liens or similar adverse credit actions.
(e) Other Required Documents. Such other contracts, instruments, documents, certificates and
opinions as IEDA may reasonably request.
(f) Solid or Hazardous Waste Audit. To comply with Iowa Code section 15A.1(3)"b," if the
Recipient generates solid or hazardous waste, it must either: a) submit a copy of the Recipient's existing
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 Natural Resources or Iowa
Waste Reduction Center to conduct the audit.
(g) Release Form — Confidential Tax Information. A signed Authorization for Release of
Confidential State Tax Information form to permit IEDA to receive the Recipient's state tax information
directly from the Iowa Department of Revenue for the purpose of evaluation and administration of Tax
Incentives and other state financial assistance programs.
(h) Project Financial Commitments. The Recipient shall have submitted documentation acceptable
to IEDA from the funding sources identified in Exhibit A committing to the specified financial
involvement in the Project and received the IEDA's approval of the documentation. 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.
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(i) State Building Code Bureau Approval. If any part of the Award proceeds will be used for the
construction of new buildings and 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 governmental subdivision which has adopted a
building code, but the building code is not enforced,
3. Bidding for construction shall not be conducted prior to obtaining written approval of
the final plans by the State Building Code Bureau of the Iowa Department of Public Safety.
4.4 Suspension, Reduction or Delay of Award. Any one or more 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 Tax Incentives:
(a) Unremedied event of default. Upon the occurrence of an Event of Default, as defined in this
Contract, by the Recipient, IEDA may suspend payment or issuance of the Award to the Recipient until
such time as the default has been cured.
(b) Layoff, closure or relocation. In the event the Recipient experiences a layoff within the state of
Iowa, relocates or closes any of its Iowa facilities IEDA has the discretion to reduce or eliminate some or
all of theAward.
(c) Reduction, discontinuance or alteration of state funding/programs. Any termination, reduction,
or delay of funds 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 Tax Incentives to the Recipient.
4.5 Closing Cost Fee. Upon execution of the contract and prior to the issuance of a tax credit number
or the disbursement of Award Funds, an eligible business shall remit to the Authority a one-time
compliance cost fee in the amount of$500.
ARTICLE 5: SECURITY REQUIREMENTS
5.1 Securitv for Project Completion Assistance Awarded. The Recipient shall execute in favor 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) Form of Security. This Contract shall be secured 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
(b) Value of Collateral. The value, as reasonably determined by IEDA, of the security shall meet
or exceed the amount of Award Funds disbursed.
(c) Additional or Substitute 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 satisfactory
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 the
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Award in an amount equal to or greater than the amount of outstanding Award funds.
(d)Annual Updated Financials from Guarantor(s) Required. If the form of security required as
described in paragraph (a) above is a guarantee, the Recipient shall annually provide IEDA with current
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 and 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 required in Article 7.5(b). Updated financial statements may be requested by IEDA more
frequently than annually if IEDA has reason to believe that there has been an adverse change in the
financial condition of the guarantor(s), in which case, Recipient shall submit the requested updated
financial statements within 20 days of the request.
5.2 Securitv for Tax Incentives Awarded. The Recipient shall not be required to secure any portion
of the Award provided in the form of Tax Incentives.
ARTICLE 6: REPRESENTATIONS AND WARRANTIES
6.1 Representations of Recipient. The Recipient represents and warrants 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 organization, whichever is appropriate, and is authorized to
conduct business in the state of Iowa. The Recipient has full 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 or
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 perform its obligations hereunder.
(b)Authority and 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 otherwise secure or deliver any documents 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 constitutes 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 affecting the Recipient or any of its properties.
(c) Affiliates. The Recipient has no Affiliates involved with the Project on the Contract Effective
Date.
(d) Financial Reports. The balance sheet of the Recipient furnished to IEDA fairly presents its
financial condition as of said date and is in conformity with Generally Accepted Accounting Principles
(GAAP) applied on a consistent basis. The Recipient has no contingent liabilities which are material to it,
other than as indicated on such financial statements or, with respect to future periods, on the financial
statements furnished to IEDA.
(e) No Material Adverse Change. Since the Award Date, there has been no change or the Recipient
foresees no change in the condition (financial or otherwise) of the Recipient or the prospects of the
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Recipient, except those occurring in the ordinary course of business, none of which individually or in the
aggregate has 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.
(f) Full Disclosure; Recipient's Financial Assistance Application. The statements and other
information furnished to the IEDA by Recipient in its Financial Assistance Application and in connection
with the negotiation of this Contract do not contain any untrue statements of a material fact or omit a
material fact necessary to make the material statements contained herein or therein not misleading. The
IEDA acknowledges that, as to any projections furnished to the IEDA, the Recipient only represents that
the same were prepared on the basis of information and estimates it believed to be reasonable.
(g) Trademarks, Franchises and Licenses. The Recipient owns, possesses, or has the right to use all
necessary patents, licenses, franchises, 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, franchise, trademark, trade name, trade style,
copyright or other proprietary right of any other Person. As used in this Contract, `Person" means an
individual, partnership, corporation, association, trust, unincorporated organization or any other entity or
organization, including a government or agency or political subdivision thereof.
(h) Governmental Authority and Licensing. The Recipient has received all licenses, permits, and
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
have 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 Other Controversies. There is no litigation or governmental proceeding pending,
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.
0) 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 Secured Property if real property is a
security for this Contract reflected on the most recent balance sheets furnished to the IEDA, except for
sales of assets in the ordinary course of business.
(k) Taxes. All tax returns the Recipient is required to file in any jurisdiction have, in fact, been filed,
and all taxes, assessments, fees and other governmental charges upon the Recipient or 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, which are being contested in good
faith and by appropriate 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 accounts. 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.
(1) Other Contracts. The Recipient is not in default under the terms or any covenant, indenture or
contract of or affecting the Recipient's business or any of its properties, which default, if uncured, would
have a material adverse effect on its financial condition,properties,business or operations.
(m) No Event of Default. No Event of Default, as defined in Article 9, has occurred or is continuing.
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(n) Compliance with Laws. 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 that its operations are not in compliance with any of the requirements of applicable federal, state or
local environmental or health and safety statutes 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 environment, which non-compliance or remedial action could have
a material adverse effect on the financial condition, properties, business or operations of the Recipient.
(o) Effective Date of Representations and Warranties. 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;Authority and Validity of Obligations. The Community has secured all
necessary local approvals and has full right and authority to enter into this Contract. The person signing
this Contract has full authority on behalf of the Community to:
1. Sign this Contract, and
2. Perform each and all of the Community's obligations under this Contract.
The Contract delivered by the Community has been duly authorized, executed and delivered by the
Community 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 or contravene
or constitute a default under any covenant, indenture or contract of or affecting the Community or any of
its properties.
(b) Local Commitment. The Community represents that there are legally enforceable commitments in
place for the Community local commitment identified for the Project in Exhibit C -Description of the
Project and Award Budget.
(c) No Material Adverse Change. Since the Award Date, there has been no material adverse change
in the Community's ability to perform its obligations under this Contract.
(d) Full Disclosure; Community's Financial Assistance Application. The statements and other
information furnished to the IEDA by the Community in the Financial Assistance Application and in
connection with the negotiation of this Contract do not contain any untrue statements of a material fact or
omit a material fact necessary to make the material statements contained herein or therein not misleading.
The IEDA acknowledges that, as to any projections furnished to the IEDA, the Community only
represents that the same were prepared on the basis of information and estimates it believed to be
reasonable.
(e) Governmental Authority and Licensing. The Community has received all licenses, permits, and
approvals of all federal, state, local, and foreign governmental authorities, if any, necessary 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.
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(f) Litigation and Other Controversies. There is no litigation or governmental proceeding pending,
nor to the knowledge of the Community, threatened, against the Community which, if adversely
determined would result in any material adverse change in the Community's ability to perform under this
Contract, nor is the Community aware of any existing basis for any such litigation or governmental
proceeding.
(g) No Event of Default. No Event of Default by the Community, as defined in Article 9, has
occurred or is continuing.
(h) Compliance with Laws. The Community is in compliance with the requirements of all federal,
state and local laws, rules and regulations applicable to or pertaining to the operations of the Community
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 Community. The Community has not
received notice that its operations are not in compliance with any of the requirements of applicable
federal, state or local environmental or health and safety statutes 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 environment, which non-compliance or remedial
action could have a material adverse effect on the financial condition, properties, business or operations
of the Community.
(i) Effective Date of Representations and Warranties. 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 Contract,the Recipient covenants to IEDA as follows:
7.1 ProiectPerformance Obliaations.
(a) Use Award Funds only for Project. The Recipient shall use the Award Funds only for the Project
and for the activities described in Exhibit C -Description of the Project and Award Budget 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. The Recipient represents that there are legally enforceable
commitments in place from the funding sources identified for the Project in Exhibit C-Description of the
Project and Award Budget
(b) Meet and Maintain Eligibility Requirements. Recipient shall continue to meet and maintain all
statutory eligibility requirements for the funding sources providing assistance under this Contract.
(c) Project Time Period. This Contract covers 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#15-DF/TC-017 - 14- Fmt Approved 1212014
COMPLIANCE COMPLIANCE
MEASUREMENT MEASUREMENT
POINT POINT
Award Project Project Maintenance Maintenance Period Contract
Date Completion Completion Date Period Completion Date Closeout
Period
Award Date"is "Project "Project "Maintenance "Maintenance Period IEDA will conduct
the date first Completion Completion Date" Period" is the Completion Date"is Contract Closeout
stated in this Period"is the is the date defined in period of time the date defined in procedures after all
Contract and is period of time Exhibit D by between the Exhibit D on which events described in
the date the between the Award whichthe Recipient Project the Maintenance Article 1 have been
IEDA Board Date and the must complete the Completion Period ends. met.
approved the Project Completion Project. Date and the
awarding of Date. Maintenance At this point,IEDA "Contract End Date"
financial At this point,IEDA Period will review the Project is the date stated in
assistance to the will review the Completion to verify that it was IEDA's written
Recipient for the Project to verify Date.The maintained in Notice of Final
Project. compliance with Project must be compliance with Contract Closeout
Contract terms and maintained in Contract terms and that is issued
obligations. Iowa for this obligations. pursuant to Article 1.
period of time.
(d) Complete Project by Project Completion 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 Award Budget, and comply with
all other performance requirements described in this Contract.
(e) Total Project Costs. By the Project Completion Date, Recipient shall have completed the Project
with a Total Project Cost as detailed in Exhibit C-Description of the Project and Award Budget.
(f) Maintain Project through Maintenance Period Completion Date. Recipient shall maintain the
Project through the Maintenance Period Completion Date.
(g) Maintain Project in Iowa During Contract Period. The Recipient shall at all times preserve and
maintain its existence as a corporation in good standing and maintain the Project in Iowa. The Recipient
will preserve and keep in force and effect all licenses, permits, franchises, approvals, patents, trademarks,
trade names, trade styles, copyrights and other proprietary rights necessary to the proper conduct of its
respective business.
7.2 Taxes and Insurance.
(a) Pay Taxes and Assessments. The Recipient shall duly pay and discharge 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 appropriate proceedings and adequate reserves are provided therefore.
(b) Maintain Insurance. The Recipient shall insure and keep insured 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 from such hazards or risks as are
insured by Persons similarly situated and operating like properties, and the Recipient shall insure such
other hazards and risks, including employers' and public liability risks in good and responsible insurance
companies as and to the extent usually insured by Persons similarly situated and conducting similar
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business. The Recipient will, upon request of IEDA, furnish a certificate setting forth in summary form
the nature and extent of the insurance maintained pursuant to this Article.
7.3 Preserve Project and Protect Securitv.
(a) Maintenance of Properties. The Recipient shall maintain, preserve and keep its properties in good
repair,working order and condition, ordinary wear and tear excepted, and will from time to time make all
needful 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 prudent business
practices.
(b) Restrictions on Security. If Security is required pursuant to Article 5 of this Contract, the
Recipient shall not, without prior written disclosure to IEDA and prior written consent of IEDA, which
shall not be unreasonably 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 from the Project site or the State all or any part of the Secured Property.
4. Create, incur or permit to exist any lien of any kind on the Secured Property.
7.4 Recipient Changes.
(a) No Changes in Recipient Operations. 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 Financial Assistance Application, Exhibit A of this Contract, unless
approved in writing by IEDA prior to the change.
(b) Changes in Recipient Ownership, Structure and Control. The Recipient shall not materially
change the ownership, structure, 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 substantial distribution, liquidation or other disposal of assets directly
associated with the Project. Recipient shall provide IEDA with advance notice of any proposed changes
in ownership, structure or control. The materiality of the change and whether the change adversely affects
the Project shall be as reasonably determined by IEDA.
7.5 Required Reports.
(a)Review of Reports. 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 Status Report
The Annual Project Status Report will collect July 31s`for the period ending June 30th
information from the Recipient about the status
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of the Project
End of Project Report
The End of Project Report will collect Within 30 days of Project Completion Date
information from the Recipient about the
completed Project.
End of Maintenance Period Report
The End of Maintenance Period Report will Within 30 days of the end of the Maintenance
collect information from the Recipient's Period Completion Date
continued maintenance of the Project
(c) Additional Reports, Financial Statements as Requested by IEDA. The IEDA reserves the right to
require more frequent submission of reports if, in the opinion of the IEDA, more frequent submissions
would provide needed information about Recipient's Project performance, or if necessary in order to meet
requests from 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 with Laws.
(a) State, local and federal laws. Recipient shall comply in all material respects with the
requirements of all applicable federal, state and local laws,rules,regulations and orders.
(b) Environmental laws. Recipient shall comply in all material respects with all applicable
environmental, hazardous waste or substance, toxic substance and underground storage laws and
regulations, and the Recipient shall obtain any permits or licenses and shall acquire or construct any
buildings, improvements, fixtures, equipment or its property required by reason of any applicable
environmental,hazardous waste or substance, toxic substance or underground storage laws or regulations.
(c) Nondiscrimination laws. 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, including the administrative rules of the Iowa Department of Management
and the Iowa Civil Rights Commission which pertain to equal employment opportunity and affirmative
action.
(d) Worker rights and safety. The Recipient shall 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) Immigration laws. Recipient shall only employ individuals legally authorized 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.
(f) Compliance with IEDA's Administrative Rules. Recipient shall comply with IEDA's
administrative rules for the programs under which assistance is provided 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 intervals as the IEDA may designate,to:
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(a) Conduct site visits and inspect the Project
(b) Audit financial records related to the Project.
(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 public accountants. 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) Maintain Accounting Records. The Recipient is required to maintain its books, records and all
other evidence pertaining 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 Contract 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 Attorney General of the State of Iowa; (v) the Iowa Division of Criminal Investigations and
any other applicable law enforcement agencies.
(c) Records Retention Period. Recipient shall retain the records for a period of three (3) years from
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. Recipient shall promptly provide IEDA with written notice of: (a) any
event that has a material adverse effect on Recipient's ability to complete the Project in accordance with
the terms of this Contract; (b) the termination of the business conducted at the Project; (c) a material
modification of the nature of the business conducted at the Project; and (d) the transfer of the Project or
any material interest in the Project in connection with financing or refinancing the Project.
(b) Notice of Proceedings. Without limiting Section 7.9(a), Recipient shall promptly provide IEDA
with written notice of any claims, lawsuits, bankruptcy proceedings, or other proceedings brought against
Recipient that have a material adverse effect on Recipient's ability to complete the Project in accordance
with the terms of this Contract.
7.10 Indemnification. The Recipient shall indemnify, defend and hold harmless the IEDA; the State
of Iowa; its departments, divisions, agencies, sections, commissions, officers, employees and agents from
and against all losses, liabilities, penalties, fines, damages and claims ,including taxes, and all related
costs and expenses ,including reasonable attorneys' fees and disbursements and costs of investigation,
litigation, settlement, judgments, interest and penalties, arising from or in connection with any of the
following:
(a) Any claim, demand, action, citation or legal proceeding arising out of or resulting from the
Contract#15-DF/TC-017 - 18 - Fmt Approved 1212014
Project;
(b) Any claim, demand, action, citation or legal proceeding arising out of or resulting from 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 its agents in its or their capacity as an employer of a person.
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.
7.12 Onaoina Fees Based on Claims. For the duration of this Contract and for as long as Recipient
claims or applies for benefits against its Iowa tax liability under this Contract, Recipient shall remit to the
Authority a compliance cost fee equal to one-half of 1 percent of the value of the Tax Incentives claimed
pursuant to this Contract. The fee shall be due and payable upon filing the Recipient's annual tax return
for each tax year in which the Recipient claims Tax Incentives under this Contract.
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, any change in the Recipient's
ownership, structure or operation, or any other similar occurrence,the Community shall promptly provide
written notice to IEDA.
ARTICLE 9: DEFAULTS AND REMEDIES
9.1 Default by Recipient. An unremedied Event of Default may result in termination of this Contract
and repayment of all or a portion of the Award Funds disbursed to Recipient and the value of the Tax
Incentives actually received,plus applicable default interest and costs.
(a) Events of Default Any one or more of the following shall constitute an "Event of Default"under
this Contract:
1. Nonpayment. Failure to make a payment when due of any Loan or other payment required by
this Contract whether by lapse of time, acceleration or otherwise; or
2. Noncompliance 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. Noncompliance with Security Documents. Default in 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
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4. Noncompliance with Contract. Default in the observance or performance of any other
provision of this Contract; or
5. Material Misrepresentation. Any representation or warranty made by the Recipient in this
Contract or in any statement or certificate furnished by it pursuant to this Contract, or made in Exhibit A,
Recipient's Financial Assistance Application, or in connection with any of the above, proves untrue in
any material respect as of the date of the issuance or making thereof, or
6. Security Deficiencies. Any of the Security Documents that represent the Security pledged by
Recipient to secure this Contract fails for any reason to create a valid and perfected priority security
interest in favor of the IEDA; or
7. Judgment. Any judgment or judgments, writ or writs or warrantor warrants of attachment,
or any similar process or processes entered or filed against the Recipient or against any of its property and
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. Adverse Change in Financial Condition. Any change occurs in the financial condition of the
Recipient which would have a material adverse effect on the ability of the Recipient to perform under this
Contract; or
9. Bankruptcy or Similar Proceedings Initiated. Either the Recipient shall (i) have entered
involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) not
pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an
assignment for the benefit of creditors, (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) commence 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 file an answer or other
pleading denying the material allegations of any such proceeding filed against it, or (vi)fail to contest in
good faith any appointments or proceeding described below; or
10. Appointment of Officials. A custodian, receiver, trustee, examiner, liquidator or similar
official is appointed for either the Recipient or any substantial part of any of its respective property, or a
proceeding described above is commenced against the Recipient and such appointment continues
undischarged or such proceeding continues undismissed or unstayed for a period of sixty(60) days; or
11. Insecurity. IEDA in good faith deems 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 materially impaired; or
12. Failure to Submit Required Reports. The Recipient fails to submit complete reports by the
required due dates as outlined in Article 7; or
13. Layoffs, Relocation or Closure. The Recipient or any Affiliate experiences a layoff or
relocates or closes any of its facilities within the state of Iowa; or
14. Hiring workers not authorized to work in state. The Recipient fails to only employ only
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
Contract#15-DF/TC-017 - 20 - Fmt Approved 1212014
repayment; or
15. Failure to Maintain Program Eligibility Requirements. Recipient fails to maintain a statutory
eligibility requirement for a program providing assistance under this Contract.
(b) Notice of Default and Opportunity to Cure. If IEDA has reasonable cause to believe that an Event
of Default has occurred under this Contract,IEDA shall issue a written Notice of Default to the Recipient
setting forth the nature of the alleged default in reasonable specificity and providing therein a reasonable
period of time, which shall not be fewer than thirty (30) days from the date of the Notice of Default,
during which the Recipient shall have an opportunity to cure,provided that cure is possible and feasible.
(c) Remedies Available to JEDA. When an Event of Default has occurred and is not cured within the
required time period,IEDA may, after written notice to Recipient:
1. Terminate this Contract.
2. Suspend or reduce pending and future disbursements.
3. Declare immediately due and payable without further demand, presentment, protest or notice
of any kind the principal and any accrued interest on any outstanding Promissory Notes issued pursuant to
this Contract, including both principal and interest and all fees, charges and other amounts payable under
this Contract.
4. Require repayment of all or a portion of Award Funds disbursed.
5. Revoke or reduce authorized Tax Incentives.
6. Require full repayment of all or a portion of the value of Tax Incentives received.
(d) Pro Rata Repayment Permitted in Certain Circumstances. Barring any other Event of Default,
IEDA may permit pro rata repayment of the Project Completion Assistance received if the default is due
solely to one of the following circumstances:
1. Failure to Meet Job Obligations by Project Completion 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 Project Completion Assistance received. The amount to be repaid is calculated
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 $3,125.00 per unfilled job. This per job rate is
calculated as follows: $250,000 Forgivable Loan Award Amount divided by 80 jobs to be created.
For example, if the Recipient is short by 10 jobs the amount to be repaid is $3,125.00 per job
multiplied by 10,for a total due of$31,250.00. Interest shall apply as described in paragraph 9.l(e).
Upon repayment of the amount due, IEDA will reduce the Recipient's Job Obligations. The
reduced Job Obligations must be maintained through the Maintenance Period Completion Date.
2. Job shortfall at Maintenance Period Completion Date. If the Recipient does not maintain its
adjusted Job Obligations through the Maintenance Period Completion Date, Recipient shall repay an
additional portion of the Project Completion Assistance received for the number of jobs it failed to
maintain. The amount to be repaid will be calculated as described in subsection 1 above.
3. Less than Total Project Cost at Project Completion Date. If the Recipient does not complete
the Project with a Total Project Cost as stated in Exhibit C, Description of Project and Award Budget, by
Contract#15-DF/TC-017 - 21 - Fmt Approved 1212014
the Project Completion Date, Recipient shall repay a portion of the Project Completion Assistance
received based on the amount of shortfall in comparison to the required Total Project Cost. 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 from the date of first disbursement of Award Funds.
4. Repayment Amount If Both Shortfall In Job Obligations and Less Than Total Project Cost. If
the Recipient experiences a shortfall in its Job Obligations and the Total Project Cost is less than required,
Recipient shall repay to IEDA the greater of the amount owed for the job shortfall or the amount owed for
the investment shortfall.
(e) Default 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
from the first date Award Funds are disbursed or Tax Incentives are received.
(f) Expenses. The Recipient agrees to pay to the IEDA all expenses reasonably incurred or paid by
IEDA, including reasonable attorneys' fees and court costs, in connection with any Default or Event of
Default by the Recipient or in connection with the enforcement of any of the terms of this Contract.
9.2 Default by Community. An unremedied Event of Default may 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 Default. Any one or more of the following shall constitute an "Event of Default by
Community"under this Contract:
1. Noncompliance with Covenants. Default in the observance or performance of any covenants
of the Community set forth in Article 8,for more than five(5)business days; or
2. Material Misrepresentation. Any representation or warranty made by the Community in this
Contract 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
above,proves untrue in any material respect as of the date of the issuance or making thereof.
(b) Notice of Default and Opportunity to Cure. If IEDA has reasonable cause to believe that an Event
of Default has occurred under this Contract, 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 of time, which shall not be fewer than thirty (30) days from the date of the Notice of
Default, during which the Community shall have an opportunity to cure, 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 time period,IEDA may, after written notice to Community:
1. Suspend or reduce pending and future disbursements to Community.
2. Require repayment by Community of the amount of local financial assistance pledged to the
Project but not provided.
(d) Default Interest Rate. If an Event of Default occurs and remains uncured, a default interest rate
of 6% shall apply to repayment of Award Funds due under this Contract. Interest shall accrue from the
first date Award Funds are disbursed or Tax Incentives are received.
Contract#15-DF/TC-017 - 22- Fmt Approved 1212014
(e) Expenses. The Community agrees to pay to the IEDA all expenses reasonably incurred or paid by
IEDA including reasonable attorneys' fees and court costs, in connection with any Default or Event of
Default by the Community or in connection with the enforcement of any of the terms of this Contract
ARTICLE 10: MISCELLANEOUS.
10.1 Choice of Law and Forum; Governing 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 brought in Des Moines, Iowa, in Polk County District Court
for the State of Iowa, if such court has jurisdiction. If, 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, except as
provided below:
(a) Writing required. The Contract may only be amended if done so in writing and signed by 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 review. Requests to amend this Contract shall be processed by IEDA in compliance with
the IEDA's rules and procedures applicable to contract amendments.
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 address, e-mail address, or fax
number set forth below, or such other address, e-mail address, or fax number as such party may hereafter
specify by notice to the other parties provided by United States mail, by fax or by other
telecommunication device capable of creating a written record of such notice and its receipt. Notices
hereunder shall be addressed:
To the Recipient at:
Hirschbach Motor Lines,Inc.
Paul Herzog
18355 US Highway 20
East Dubuque,IL, 61025
E-mail: paul.herzog@hirschbach.com
Telephone: 402.404.2213
Facsimile: 402.404.2413
To theIEDA at:
Iowa Economic Development Authority
Compliance
200 East Grand Avenue
Contract#15-DFaC-017 - 23 - Fmeapprooea!2120!4
Des Moines,Iowa 50309
Attention: Business Development- Compliance
E-mail: Compliance@iowa.gov
Telephone: 515.725.3 000
Facsimile: 515.725.3 010
To the Community at:
City of Dubuque
Maurice Jones
50 W. 13`h Street
Dubuque, IA 52001
E-mail: mjones@dubuque.org
Telephone: 563.589.4393
Facsimile: 563.589.1733
Each such notice, request or other communication shall be effective (i) if given by facsimile, when such
facsimile is transmitted to the facsimile number specified in this Article and a confirmation of such
facsimile has been received by the sender, (ii) if given by e-mail, when such 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 communication is deposited in the mail, certified or
registered with return receipt requested, addressed as aforesaid or (iv) if given by any other means, when
delivered at the addresses specified in this Article.
10.4 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 final determinations pursuant to Iowa Code Chapter 17X
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 thereof. No single or partial exercise of any right or
remedy by IEDA shall preclude future exercise thereof or the exercise of any other right or remedy.
10.7 Counterparts. This Contract 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 document or in certificates given pursuant hereto or thereto shall survive the execution and
delivery of this Contract and the other Contract documents and shall continue in full 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 Severability 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 powers provided in this Contract or any other Contract
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 Contract document are
Contract#15-DF/TC-017 - 24- Fmt Approved 1212014
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
invalid or unenforceable.
10.10 Successors and Assigns. This Contract shall be binding upon the Recipient and IEDA and their
respective successors and assigns, and shall inure to the benefit of the IEDA and Recipient and their
successors and assigns.
10.11 Nonassignment. This Contract shall not be assigned, in whole or in part, by Recipient unless
approved in writing by IEDA.
10.12 Termination. This Contract can be terminated under any of the following circumstances:
(a) Agreement of the Parties. Upon written agreement of the Recipient,the Community and IEDA.
(b) Unremedied Event of Default. As a result of the Recipient's or Community's unremedied Event
of Default pursuant to Article 9.
(c) Termination or reduction in funding to IEDA. As a result of the termination or reduction of
funding to IEDA as provided in Article 4.4(c).
10.13 Documents Incorporated by 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# 15-HQJTC-038 and 15-HQJDF-038
2. Exhibit B-1 High-Quality Jobs Program—Tax Credit Component Special Conditions
3. Exhibit B-2 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)
10.14 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. Exhibit A- Recipient's Financial Assistance Application(on file with IEDA),
Application# 15-HQJTC-038 and 15-HQJDF-038
3. Exhibit B-1 High-Quality Jobs Program—Tax Credit Component Special Conditions
4. Exhibit B-2 High-Quality Jobs Program—Project Completion Assistance Component
Special Conditions
5. Exhibit C- Description of the Project and Award Budget
6. Exhibit D - Job Obligations
Contract#15-DF/TC-017 - 25 - Fmt Approved 1212014
LIST OF EXHIBITS
Exhibit A- Recipient's Financial Assistance Application (on file with IEDA), Application# 15-
HQJTC-038 and 15-HQJDF-038
Exhibit B-1 High Quality Jobs Program—Tax Credit Component Special Conditions
Exhibit B-2 High Quality Jobs Program—Project Completion Assistance Component Special
Conditions
Exhibit C- Description of the Project and Award Budget
Exhibit D - Job Obligations
Exhibit E- Irrevocable Letter of Credit
Exhibit F - Promissory Note(s)
Contract#15-DF/TC-017 - 27- Fmt Approved 1212014
EXHIBIT B— 1
High Quality Jobs Program—Tax Credit Component
Special Conditions to Contract# 15-DF/TC-017
The following additional terms shall apply to the Contract:
SECTION 1: ADDITIONAL DEFINITIONS.
The following additional terms are defined in this Contract as follows:
"Capital Investment" means the investment spent on depreciable assets. The minimum Capital
Investment required for this Project is as stated in Section 2 of this Exhibit. The allowable categories of
expenditures for purposes of calculating Capital Investment are described in IEDA's administrative rule
261 IAC 174.10.
'Investment Qualifying for the Tax Credit"means new investment directly related to jobs created or
retained by the start-up, location, expansion or modernization for this Project.
"Qualifying Investment" means the statutorily-required minimum investment amount that must be
made and maintained by the Recipient to receive High Quality Jobs Program Tax Incentives for this
Project. This amount is as stated in Section 2 of this Exhibit. Not all expenditures count toward meeting
the required Qualifying Investment. The categories of expenditures that can be included for purposes of
meeting and maintaining statutorily-required investment requirements are described in 261 IAC 174.10.
"Economically Distressed Area" means a county that ranks among the bottom 25 of all Iowa
counties, as measured by either the average monthly unemployment level for the most recent 12-month
period or the average annualized unemployment level for the most recent five-year period.
SECTION 2: TERMS AND CONDITIONS OF THE AWARD
2.1 Award. The Recipient is awarded the following Tax Incentives through the High Quality Jobs
Program,based on the minimum investment requirements described herein: $ 150,000.
2.2 Minimum Investment Requirements. As a condition of receiving Tax Incentives,the Recipient
shall meet the following minimum investment requirements:
(a) Capital Investment. $9,000,000
(b) Qualifying Investment. $9,000,000
(c) Investment Qualifying for Tax Credits. $ 8,500,000
2.3 Additional Tax Incentives. The Recipient is eligible for additional incentives pursuant to Iowa
Code section 15.326, et. seq. The following Tax Incentives, in the maximum amounts shown for each
authorized incentive, are so available to the Recipient:
Contract#15-DF/TC-017 Exhibit B-1,Page 1 Fmt Approved 1212014
Authorized Incentives Included in Award Maximum Amt.
Refund of Sales, Service, and Use Taxes. ® Yes S 150,000
❑ No
Refund of Sales Taxes Attributable to Racks, Shelving, ❑ yes so
and Conveyor Equipment. ® No
Corporate Tax Credit For Certain Sales Taxes Paid By ❑ yes so
Third Party Developer. ® No
Investment Tax Credit ❑ Yes so
® No
Research Activities Credit. ❑ Yes so
® No
Local Property Tax Exemption Provided by Community ❑ yes so
® No
2.4 Conditions for Authorized Incentives. The Recipient is responsible to seek these additional
incentives through processes described in the applicable statues and corresponding administrative rules,
ordinances and procedures. The following conditions shall apply to the incentives described in section
2.3 of this Exhibit.
(a)Refund Of Sales, Service And Use Taxes Paid To Contractors Or Subcontractors. The Recipient
is eligible for a refund of sales, service and use taxes paid to contractors and subcontractors as authorized
in Iowa Code section 15.331A(2011 Supplement).
1. The Recipient may apply for a refund of the sales and use taxes paid under Iowa Code
chapters 422 and 423 for gas, electricity, water or sewer utility services, goods, wares, or
merchandise, or on services rendered,furnished, or performed to or for a contractor or
subcontractor and used in the fulfillment of a written contract relating to the construction or
equipping of a facility of the Recipient.
2. Taxes attributable to intangible property and furniture and furnishings shall not be refunded.
3. To receive a refund of the sales, service and use taxes paid to contractors or subcontractors,
the Recipient must:
i. Inform the Iowa Department of Revenue(IDR) in writing within two weeks of
project completion. For purposes of claiming this refund, "project completion"
means the first date upon which the average annualized production of finished
product for the preceding ninety-day period at the manufacturing facility
operated by the Recipient is at least fifty percent of the initial design capacity of
the facility.
ii. Make an application to IDR within one year after Project Completion, as defined
in sub-paragraph i above.
(b) Reserved.
Contract#15-DF/TC-017 Exhibit B-1,Page 2 Fmt Approved 1212014
(c) Reserved.
(d) Reserved.
(e) Reserved.
(f) Reserved.
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 Obligations. By the Project Completion Date, the Recipient shall 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 Base Employment Level, as detailed in Exhibit D —Job Obligations, and maintain
the jobs through the Maintenance Period.
3.2 Wage Obligations. 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 projects in Economically Distressed Areas, the Qualifying Wage Threshold requirement
applicable to all phases of the project is 100%of the Qualifying Wage Threshold.
(b) For all other projects:
1. For the Created Jobs,pay 100%of the Qualifying Wage Threshold at the start of the Project
Completion Period, at least 120%of the Qualifying Wage Threshold by the Project Completion Date,
and at least 120%of the Qualifying Wage Threshold until the Maintenance Period Completion Date.
2. For the Retained Jobs,pay at least 120%of the Qualifying Wage Threshold throughout both
the Project Completion Period and the Maintenance Period.
3.3 Provide Sufficient Benefits. The Recipient shall provide Sufficient Benefits to all employees
included as part of the job and wage obligations.
SECTION 4: ADDITIONAL DEFAULT PROVISIONS
In addition to the default provisions included in Article 9 of the Contract,the following default provisions
shall apply:
4.1 Repavment of Tax Incentives Received -High Qualitv Jobs Program. IDR is the state agency
responsible for collecting the value of any Tax Incentives received in violation of the terms of this
Contract. The Community is the party responsible for collecting the value of the local tax incentives
received in violation of this Contract. IEDA will determine if the Recipient has met the terms of this
Contract. If there is an unremedied Event of Default, IEDA will provide written notice to IDR and the
Community. Calculation of the amount owed may be based on a sliding scale in certain circumstances
and may include interest assessed by IDR. Those circumstances are as follows:
Contract#15-DF/TC-017 Exhibit B-1,Page 3 Fmt Approved 1212014
(a)Failure to Meet Job Obligations by Project Completion Date. If the Recipient does not meet its
Job Obligations as detailed in Exhibit D, Job Obligations by the Project Completion Date,the repayment
amount shall be the same proportion as the amount of the shortfall in created jobs. For example, if the
business creates 50 percent of the jobs required,the business shall repay 50 percent of the incentives
received.
Upon repayment of the amount due, IEDA will reduce the Recipient's Job Obligations. The
reduced Job Obligations must be maintained through the Maintenance Period Completion Date.
(b) Job shortfall at Maintenance Period Completion Date. If the Recipient does not maintain its
adjusted Job Obligations through the Maintenance Period Completion Date, Recipient shall repay an
additional percentage of the Tax Incentives it has received. The amount to be repaid will be calculated as
described in subsection(a)above.
(c) Qualifying Investment. If the Business does not meet its Qualifying Investment requirement as
defined in Section 2 of this Exhibit, the repayment amount shall be the same proportion as the amount of
the shortfall in required Qualifying Investment. For example, if the business meets 75 percent of the
amount of required capital investment, the business shall repay 25 percent of the amount of the incentives
received.
(d) Less than Total Project Cost at Project Completion Date. If the Recipient does not complete the
Project with a Total Project Cost as stated in Exhibit C, Project Description and Award Budget, by the
Project Completion Date Recipient shall repay a portion of the Tax Incentives received.
For example, if the Recipient's required Total Project Cost is 10% less than pledged, 10% of the
value of the Tax Incentives received,plus any interest assessed by IDR, must be repaid.
(e) Repayment Amount If Shortfall in Job Obligations, Qualifying Investment and/or Less Than
Total Project Cost. If the Recipient experiences a shortfall in two or more of its requirements related to
Job Obligations, Qualifying Investment, or the Total Project Cost, IEDA will calculate the percentage
owed for the Recipient's failure to meet each of the requirements. The higher of these amounts shall be
the amount Recipient shall repay to IDR.
(f) Selling, Disposing, or Razing of Property. If, within five years of purchase, the Recipient sells,
disposes of, razes, or otherwise renders unusable all or a part of the land, building, or other existing
structures for which an investment tax credit was claimed, the income tax liability of the Recipient for the
year in which all or part of the property is sold, disposed of, razed, or otherwise rendered unusable shall
be increased by one of the following amounts, plus any interest assessed by IDR:
1. 100% of the tax credit claimed if the property ceases to be approved for the tax credit within
one full year after being placed in service.
2. 80%of the tax credit claimed if the property ceases to be approved for the tax credit within two
full years after being placed in service.
3. 60% of the tax credit claimed if the property ceases to be approved for the tax credit within
three full years after being placed in service.
4. 40% of the tax credit claimed if the property ceases to be approved for the tax credit within
four full years after being placed in service.
Contract#15-DF/TC-017 Exhibit B-1,Page 4 Fmt Approved 1212014
5. 20%of the tax credit claimed if the property ceases to be approved for the tax credit within five
full years after being placed in service.
-End of Exhibit B—2-
Contract#15-DF/TC-017 Exhibit B-1,Page 5 Fmt Approved 1212014
EXHIBIT B—2
High Quality Jobs Program—Project Completion Assistance Component
Special Conditions to Contract# 15-DF/TC-017
The following additional terms shall apply to the Contract:
SECTION 1: ADDITIONAL DEFINITIONS.
The following additional terms are defined in this Contract as follows:
"Economically Distressed Area" means a county that ranks among the bottom 25 of all Iowa
counties, as measured by either the average monthly unemployment level for the most recent 12-month
period or the average annualized unemployment level for the most recent five-year period.
SECTION 2 : TERMS OF THE AWARD.
2.1 Description of Award. $500,000 of the Award shall be from 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 form(s):
(a)Loan. The Loan shall be awarded to Recipient on the following terms and conditions:
1. Amount: $250,000.
2. Interest Rate: 0 %; interest shall accrue from the date of first disbursement of funds.
3. Term: 60 months.
4. Promissory 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 full at any time without penalty.
6. Acceleration upon Default. If there is a failure to pay any installment of principal and interest
when due, or only a portion is paid, or in the event of any other Event of Default under this Contract, the
IEDA may declare the entire unpaid principal and all accrued interest immediately due and payable.
(b)Forgivable Loan. The Forgivable Loan shall be awarded to Recipient on the following terms and
conditions:
1. Amount: $250,000.
2. Interest Rate: 0 %;Interest accrues from the date of first disbursement of funds.
3. Term: 60 months.
Contract#15-DF/TC-017 Exhibit B-2,Page 1 Fmt Approved 1212014
4. Promissory Note. The obligation to repay the Forgivable Loan shall be evidenced by a
Promissory Note executed by the Recipient.
5. Terms of Forgiveness. 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) Satisfies all other terms and of this Contract, and
(iv)Is not in default under this Contract
6. Prepayment. The outstanding principal and accrued interest of this Forgivable Loan, or any
part thereof that is not forgiven, may be prepaid in part or in full at any time without penalty.
7. Acceleration upon Default. If there is a failure to pay any installment of principal and interest
when due, or only a portion is paid, or in the event of any other Event of Default under this Contract, the
IEDA may declare the entire unpaid principal and all accrued interest immediately due and payable.
(c) Reserved.
2.3 Additional Special 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:
• None.
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 Obligations. By the Project Completion Date, the Recipient shall 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 Base Employment Level, as detailed in Exhibit D —Job Obligations, and maintain
the jobs through the Maintenance Period.
3.2 Wage Obligations. 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 projects in Economically Distressed Areas the Qualifying Wage Threshold requirement
applicable to all phases of the project is 100%of the Qualifying Wage Threshold.
(b)For all other projects:
Contract#15-DF/TC-017 Exhibit B-2,Page 2 Fmt Approved 1212014
1. For the Created Jobs,pay 100%of the Qualifying Wage Threshold at the start of the
Project Completion Period, at least 120%of the Qualifying Wage Threshold by the
Project Completion Date, and at least 120%of the Qualifying Wage Threshold until the
Maintenance Period Completion Date.
2. For the Retained Jobs,pay at least 120%of the Qualifying Wage Threshold throughout
both the Project Completion Period and the Maintenance Period.
3.3 Provide Sufficient Benefits. The Recipient shall provide Sufficient Benefits to all employees
included as part of the job and wage obligations.
-End of Exhibit B—3 -
Contract#15-DF/TC-017 Exhibit B-2,Page 3 Fmt Approved 1212014
DESCRIPTION OF THE PROJECT AND AWARD BUDGET
(EXHIBIT C)
Name of Recipient: Hirschbach Motor Lines, Inc.
Name of Community: City of Dubuque
Contract Number: 15-DF/TC-017
PROJECT DESCRIPTION
Hirschbach Motor Lines, Inc.will purchase and renovate the 45,000 s.f. Kreschmer Manufacturing Building in the historic Mill
Work District in downtown Dubuque.
AWARD BUDGET
SOURCE OF FUNDS AMOUNT FORM USE OF FUNDS COST
IEDA Programs *Land Acquisition
HCJP Financial Assistance $250,000 Loan *Site Preparation
HCJP Financial Assistance $250,000 Forgivable Loan *Building Acquisition $800,000
HCJP Tax Credit 'See Below *Building Construction
*Building Remodeling $7,700,000
Bank $8,500,000 Loan Lease Payments
*Mfg Machinery and Equipment
Other Machinery and Equipment
Racking,Shelving,etc.
*Computer Hardware
Computer Software
*Furniture and Fixtures $500,000
Working Capital
Research and Development
Job Training
*included as capital investment if
awarded tax credit program
Total $9,000,000 Tota 1 $9,000,000
$150,000 estimated benefit value
OTHER FUNDING
SOURCE OF FUNDS TOTALAMOUNT FORM/TERM USED AS MATCH
TIF Rebate $545,055 Over 10 years Yes
Tax Abatement
260E Job Training $830,278 Grant
In-Kind Contributions
RISE
RED
Other
EXHIBIT D—JOB OBLIGATIONS
Recipient: Hirschbach Motor Lines, Inc.
Community: City of Dubuque
Contract Number: 15-DF/TC-017
This Project has been awarded Project Completion Assistance and Tax Incentives from the High Quality Jobs Program (HQJP)—Tax
Credit Component,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 IEDA and reflects the employment characteristics of the facility
receiving funding before this award was made. Jobs to be retained as apart 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 Recipient must achieve, at a minimum,the
numbers found in the"Total Job Obligations"column.
HQJP JOB OBLIGATIONS Employment Jobs Total
Project Completion Date: February 28, 2018 Base To Be Created Job
Maintenance Period Completion Date: February 28, 2020 Obligations
Total employment at project location 0 99 99
Average wage of total employment at project location N/A
Qualifying Laborshed Wage threshold requirement(per hr) $16.72
Number of jobs at or above qualifying wage N/A 80 80
Average Wage of jobs at or above qualifying wage N/A MMM I
Notes re: Job Oblisatiions
1. When determining the number of jobs at or above the qualifying wage, wages will include only the
regular hourly rate that serves as the base level of compensation. The wage will not include nonregular
forms of compensation such as bonuses,unusual overtime pay, commissions, stock options,pension,
retirement or death benefits,unemployment benefits or other insurance, or other fringe benefits.
2. Employment Base includes 0"Retained Jobs".
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 other paid leave), check the box below and describe that alternative
schedule. The alternative schedule must meet the requirements of 261 IAC 173.2.) If the box is not
checked or if no alternative schedule is provided,IEDA will consider"Full-time Equivalent(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 work week for purposes of its employees described in the
Contract The alternative work week is as follows: [description].
Sufficient Benefits Deductible Requirements
Recipient shall provide Sufficient Benefits with a maximum deductible of$3,500 for family coverage.
Contract#15-DF/TC-017 Fmt Approved 1212014
EXHIBIT E
Security
The Irrevocable Letter of Credit shall follow this page and shall be Exhibit E to the Contract.
Contract#15-DF/TC-017 Fmt Approved 1212014
EXHIBIT F—PROMISSORY NOTE
FORGIVABLE LOAN
Recipient: Hirschbach Motor Lines, Inc.
Community: City of Dubuque
Contract Number: 15-DF/TC-017
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 DEVELOPMENT
AUTHORITY, at its office at 200 East Grand Avenue, Des Moines, Iowa 50309, the sum
of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) 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 15-DF/TC-017 ("Contract"). The terms and conditions by
which forgiveness of this Loan may occur are as specified in the Contract.
Interest shall first be deducted from the payment and any balance shall be applied on
principal. Upon default in payment of any interest, or any installment of principal, 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 Promissory Note on default.
This Promissory Note shall be secured by the Security specified in the Contract.
Makers, endorsers 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
Promissory 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.
HIRSCHBACH MOTOR LINES, INC.
By:
Print or Type Name, Title
Address: 18355 US HIGHWAY 20
EAST DUBUQUE, IL 61025
Date:
EXHIBIT F—PROMISSORY NOTE
LOAN
Recipient: Hirschbach Motor Lines, Inc.
Community: City of Dubuque
Contract Number: 15-DF/TC-017
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned promises to pay to the order of the IOWA
ECONOMIC DEVELOPMENT AUTHORITY, at its office at 200 East Grand Avenue, Des
Moines, Iowa 50309, the sum of TWO HUNDRED FIFTY THOUSAND DOLLARS
($250,000)with interest thereon at ZERO PERCENT (0%)to be paid as follows:
Sixty (60) monthly payments of ($4,166.67) beginning on the first day of the fourth
month from the date Award funds are disbursed. Final payment may vary depending
upon dates payments are received.
Interest shall first be deducted from the payment and any balance shall be applied on principal.
Upon default in payment of any interest, or any installment of principal, 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 Promissory Note on default.
This Promissory Note shall be secured by the Security specified in the Contract.
Makers, endorsers 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 Promissory 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.
HIRSCHBACH MOTOR LINES, INC.
By:
Print or Type Name, Title
Address: 18355 US HIGHWAY 20
EAST DUBUQUE, IL 61025
Date: