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Kunkel & Associates, Inc. Contract Amendment #1 with IEDA Copyrighted December 18, 2017 City of Dubuque Consent Items # 17. ITEM TITLE: Kunkel &Associates, Inc. ContractAmendment#1 withthe lowa Economic Development Department (IEDA) SUMMARY: City Manager recommending approval of a resolution authorizing a first amendment to a contract with the lowa Economic Development Authority (I EDA)for High Quality Jobs Program Financial Assistance benefits on behalf of Kunkel &Associates, Inc., that extends the periods forjob creation and maintenance. RESOLUTION Approving a First Amendment to the Economic Development Financial Assistance Contract by and among Kunkel &Associates, Inc., the City of Dubuque and the lowa Department of Economic Development SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt Resolution(s) ATTACHMENTS: Description Type Kunkel &Associates 1st Amendment to IEDA Contract- City Manager Memo NNM Memo Staff Memo Staff Memo IEDA Original Contract 15-DF/TC-012 Supporting Documentation IEDAAmendment#1 Supporting Documentation Resolution of Approval Resolutions THE CITY OF Dubuque � AIFA�erlwGh UB E '�� III► Masterpiece on the Mississippi Z°°'�w'2 7A13 2017 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: First Amendment to State of lowa Direct Financial Assistance Contract for Kunkel & Associates, Inc. DATE: December 11 , 2017 Economic Development Director Maurice Jones recommends City Council approval of a resolution authorizing a first amendment to a contract with the lowa Economic Development Authority for High Quality Jobs Program Financial Assistance benefits on behalf of Kunkel & Associates, Inc. The amendment extends the time period for job creation from October 31 , 2017 to October 31 , 2018, which then extends the maintenance period of those jobs from October 31 , 2019 to October 31 , 2020. I concur with the recommendation and respectfully request Mayor and City Council approval. �� Mic ael C. Van Milligen �� MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Cori Burbach, Assistant City Manager Maurice Jones, Economic Development Director Dubuque Economic Development Department THE CITY OF 50 West 13t"Street All-AmericaCitY Dubuque,lowa 52001-4864 1 ' 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: First Amendment to State of lowa Direct Financial Assistance Contract for Kunkel & Associates, Inc. DATE: November 13, 2017 INTRODUCTION This memorandum presents for City Council review and approval a resolution authorizing a first amendment to a contract with the lowa Economic Development Authority (IEDA) for High Quality Jobs Program Financial Assistance benefits on behalf of Kunkel & Associates, Inc. The original contract is attached. BAC KG RO U N D Kunkel & Associates, Inc. (commercial insurance brokerage and consulting firm), is located in the Dubuque Technology Park. In March 2006, Kunkel & Associates, Inc. relocated from Mineral Point Wisconsin to Dubuque. The company built a new facility in the Dubuque Technology Park and in three (3) years created and retained twenty- four (24) full-time jobs. The company is proposing a ten thousand square foot (10,000) expansion to its current building. The Company plans to create eighteen (18) full time jobs within three years. The IEDA executed Contract 15-DF/TC-012 with Kunkel & Associates on January 21, 2015. That contract provided $128,000 in direct financial assistance as well as $173,000 in tax incentives for an expansion of its facility and operations. The company planned to create eighteen (18) full time jobs within three years, sixteen (16) of which qualified for the incentives. DISCUSSION At the request of Kunkel & Associates, Inc., the State has agreed to extend the time period for job creation, which consequently also extends the maintenance period of those jobs. The project completion date has been extended from October 31, 2017 to October 31, 2018. The maintenance Period Completion Date has been extended from October 31, 2019 to October 31 , 2020. All other terms, provision, and conditions of the contract remain unchanged. RECOMMENDATION/ ACTION STEP I recommend the City Council adopt the attached resolution, approving the financial assistance contract amendment between IEDA and Kunkel & Associates, Inc. RESOLUTION NO. 387-17 APPROVING A FIRST AMENDMENT TO THE ECONOMIC DEVELOPMENT FINANCIAL ASSISTANCE CONTRACT BY AND AMONG KUNKEL & ASSOCIATES, INC., THE CITY OF DUBUQUE, AND THE IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT Whereas, Kunkel & Associates, Inc. (Kunkel) and the City of Dubuque (City) entered into an Economic Development Financial Assistance Contract (the Contract) with the Iowa Economic Development Authority (IEDA) for the expansion of Kunkel's operations in Dubuque, Iowa; and Whereas, Kunkel has requested an extension of the Project Completion Date in the Contract from October 31, 2017 to October 31, 2018 in a First Amendment; and Whereas, the IEDA Board approved an extension of the Project Completion Date from October 31, 2017 to October 31, 2018 and the maintenance Period Completion Date from October 31, 2019 to October 31, 2020; and Whereas, the parties now desire to amend the Contract as set forth in the attached Contract Amendment. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The Contract Amendment is hereby approved. Section 2. The Mayor is hereby authorized and directed to execute, and the City Manager is hereby directed to submit the Contract Amendment to the Iowa Economic Development Authority together with such other documents as may be required. Passed, approved, and adopted this 18th day of De ber 2017. Roy D. Buol, Attest: KevInt. Fimiahl,-City Clerk ECONOMIC DEVELOPMENT ASSISTANCE CONTRA CT BY KUNKEL & ASSOCIATES, INC., THE CITY OF DUBUQUE, AND THE IOWA ECONOMIC DEVELOPMENT AUTHORITY CONTRACT NUMBER: 15-DF/TC-012 TABLE OF CONTENTS ARTICLE 1: CONTRACT DURATION ARTICLE 2: DEFINITIONS ARTICLE 3: AWARD TERMS ARTICLE 4: CONDITIONS TO DISBURSEMENT OF FLJNDS 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-014 and 15-HQJDF-014 E�ibit B-2 High Quality Jobs Program-Tax Credit Special Conditions Exhibit B-3 High Quality Jobs Program—Project Completion Assistance Component Special Conditions E�ibit C- Description of the Project and Award Budget E�ibit D- Job Obligations Exhibit E- Irrevocable Letter of Credit Exhibit F- Promissory Note Contract# 15-DF/TC-012 -2- Fmr�pp,•o��ed�2�1z Economic Development Assistance Cont�act RECIPIENT: KLINKEL &ASSOCIATES, INC. COMMLJNITY: CITY OF DUBUQUE CONTRACT NUMBER: 15-DF/TC-012 AWARD DATE: OCTOBER 17, 2014 AWARD AMT.—FINANCIAL ASSISTANCE $128,000 AWARD AMT. —TAX INCENTIVES $$173,000 This ECONOMIC DEVELOPMENT ASSISTANCE CONTRACT (Contract) is made as of the Contract Effective Date by the Iowa Economic Development Autharity (IEDA), 200 East Grand Avenue, Des Moines, IA 50309, and Kunkel & Associates, Inc. (Recipient), 401 Data Court, Dubuque, IA 52003 and the City of Dubuque(Community), 50 West 151 Street,Dubuque, IA 52001. WHEREAS, the Recipient submitted an application to IEDA requesting assistance in the financing of its Project as more fully described in Exhibit C, Descr�iption of the Pr�oject and Awar�d 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-012 -3- Fm��pp.o,�e�t�zi�2 ARTICLE 1: CONTRACT DLIRATION 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) Th��ough Pr•oject Per�iod Cor��pletio�z Date. Through the Project Period Completion Date and for a reasonable period of time after Project Period Completion Date during which IEDA will conduct Project closeout procedures to verify that the Project was completed in compliance with Contt•act requirements. (b) Through Maintenance Period Completion Date and Conh•act 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 Pr•oject was maintained in compliance with Contract requirements. (c) Repayrnent 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) Cont�•act End Date. Until IEDA has completed Contract closeout procedures and provided Recipient and Community with written Notice of Final Contt•act 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: "Awar�d" means the sum of any and all assistance provided by IEDA far the Project under this Contract. "Award Date" means the date first stated in this Contract and is the date the IEDA Board approved the awarding of financial assistance to the Recipient for the Project. "Base Ernployment Level" means the number of full-time equivalent positions at a business, as established by the authority and a business using the business's payroll records, as of the date a business applies for tax incentives or project completion assistance. The number of jobs the business has pledged to create and retain shall be in addition to the base employment level. `Benefits" means nonwage compensation provided to an employee. Benefits include medical and dental insurance plans, pension, retirement, and profit-sharing plans, child care seivices, life insurance coverage, vision insurance coverage, and disability insurance coverage. "Award Fa�nds" means the cash that is provided by IEDA for this Project as direct financial assistance,including loans. "Contract Effective Date"means the latest date on the signature page of this Contract. "Contr•act End Date" means the date stated in the Notice of Final Contract Closeout issued by IEDA pursuant to Article 1. "Cr•eated.7ob" means a new, permanent, full-time equivalent (FTE) position added to a business's payroll in excess of the base employment level at the time of application for tax incentives or project completion assistance. Contract# 15-DF/TC-012 -4- Fnu,�pp.o,�e��zi�2 "Forgivable Loan"means a form of an award made by IEDA to the Recipient for which repayment is eliminated in pai�t or entirely if the Recipient satisfies the terms of this Contract. "Farll-tin�e equivalent job"or "fi�ll-tinze"means the employment of one person: 1. For 8 hours per day for a 5-day, 40-hour workweek for 52 weeks pei•year, including paid holidays, vacations and other paid leave; or 2. The numbei• 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 foi• 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. "Job Obligations" means the jobs that must be created or retained as a result of a project's receiving state or federal financial assistance,project completion assistance, or tax incentives from the authority and that are required to meet the qualifying wage threshold requirements. Recipients job obligations are specified in Exhibit D of this contract. Jobs that do not meet the qualifying wage threshold r•equirements shall not be counted toward a business's job creation or job retention obligations contained in Exhibit D. The job obligations in Exhibit D include the business's base employment level and the number of new jobs required to be created above the base employment level. `Zaborshed Wage" means the qualifying wage threshold applicable to recipient's project as calculated pursuant to rule 261-173.2 and 261-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, inter•est 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(of not to exceed 30 months)made from obligated but unexpended. "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 Pe��iod CompleJion Date"means the date on which the Maintenance Period ends. The specific date on which the project maintenance period ends is identified in Exhibit D. "Pr�oject" 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 Cornpletion Date" means the date by which a recipient of incentives or assistance has agreed to meet all the terms and obligations contained in this agreement. The project completion date will be a date on which the project must be completed, all incented jobs must be created or retained, and all other applicable requirements must be met. The specific date on which the project completion period ends is identified in E�ibit D. "Project Cornpletion 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 COt]YCBCY# 1$-DF/TC-�IZ -S- FmlApproveAl2�12 this state and provided in an expedient manner to ensure the successful completion of the start-up location,modernization,or expansion project. "Project Completion Per•iod" means the period of time between the date financial assistance is awarded(the"award date")and the project completion date. "Qaralifying .Iobs" 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. "Qaral��ing Wage Threshold" means the laborshed wage as calculated by IEDA pursuant to statute and rule for each program that is providing financial assistance or tax credit Incentives for this Project. The Qualifying Wage Threshold Requirement for this Project is outlined in Exhibit D,Job Obligations. "Retained Job" means an existing job that meets the Qualifying Wage Threshold Requirements and would be eliminated or moved to another state if the Project did not proceed in Iowa. "Seczrrity Docarn7ents° means all security agreements, financing statements, mortgages, personal and/ot•corporate guarantees required by the IEDA Board foi•this Award. "Secu��ed P��oper•ty" means the property required in Ai�ticle 5 which is pledged as security for this contract. "Suffrcient benefits" means that the employer offers to each full-time equivalent permanent position a benefits package that meets one of the following: 1. The employer pays 80 percent of the premium costs for a standard medical and dental plan for single employee coverage with a$750 maximum deductible; or 2. The employer pays 50 percent of the premium costs for a standard medical and dental plan for employee family coverage with a$1,500 maximum deductible; or 3. The employer p�•ovides 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, child care services. "Tax Incentives" means the tax credits, refunds and other authorized benefits IEDA has awarded for this Project as detailed in Article 3. "Total Pr�oject 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: Contract# 15-DF/TC-012 -6- F,,,�App�•o,�e�i�zi�z DIRECT FINANCIAL ASSISTANCE FORM MAXIMUM AMOUNT High Quality Jobs Program Loan $ 64,000 Forgivable Loan $ 64,000 TOTAL FINANCIAL ASSISTANCE: � 128,000 TAX INCENTIVES High Quality Jobs Program Tax Incentives $ 173,000 TOTAL STATE TAX INCENTIVES: $ 173,000 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-2 High Quality Jobs Program—Tax Credit Component Special Conditions Exhibit B-3 High Quality Jobs Program—Project Completion Assistance Component Special Conditions ARTICLE 4: CONDITIONS TO AWARD; DISBURSEMENT AND ISSUANCE TERMS 4.1 Direct State Financial Assistance—Disbursements of Award Funds. (a) Conditions to Disbui•sement. The obligation of IEDA to make, continue or disburse funds under this Contract shall be subject to the conditions described in this Article 4. (b) Process to Reqttest Disbursement of Awaf�d Fatnds. 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 review all disbursement requests and verify that claimed expenditures are allowable costs. The Recipient shall maintain documentation adequate to support the claimed costs. (c) Documents Szrbmitted. Funds will not be disbur•sed 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. Pr�omisso�}�Note(s). The Promissory Note(s)required and described in the exhibit(s). 3. Requests for� Disbur•sement. All disbursements of Award proceeds 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 expendituces 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 beais to the Total Project Cost specified in Exhibit B. Any funds previously disbursed by IEDA in excess of the reduced direct financial assistance to be provided by IEDA shall be retui•ned to IEDA immediately upon Recipient's receipt of a written request for repayment. Contract# 15-DF/TC-012 -7- F�„�,�Pp�•o,�edl2az (fl Inveshnent ofAjvard FZrnds. 1. In the event that the Award Funds are not immediately utilized, temporarily idle Award Funds held by the Recipient may be invested provided such investments shall be in accordance with State law, including but not limited to the provisions of Iowa Code chaptet• 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. All proceeds remaining, including accrued interest, after all allowable Project costs have been paid or obligated shall be returned to IEDA within thirty (30) days aftei• the Project Completion Date. Within ten(10) days of receipt of a written request fi�om IEDA, Recipient shall inform IEDA in writing of the amount of unexpended Award funds in the Recipient's possession or under the Recipient's control, whether in the form of cash on hand,investments, oi•otherwise. 4.2 Tax Incentives—Conditions to Issuance of Tax Credit Number. (a) Ta� Credit Nurnber• Required to Claim Incentzves. Recipient shall not claim the Tax Incentives 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) Isszrance of Tax Credit Nwnber. Upon satisfaction of the conditions described in 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 Nurrzber. The obligation of IEDA to issue a tax credit number shall be subject to the conditions precedent described in Article 4. (d)Docurnents 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) Inco�poration 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) Cer•tificate ofExistence; Certificate ofAuthority. A certificate of existence far the Recipient from the State of incorporation ar organization, whichever is appropriate, and a certificate of autharity 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 Docunzentation of Satisfactory Cr�edit 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. IEDA shall have received such other contracts, instruments, Conh•act# 15-DF/TC-012 -8- F�»�,app.o��e�i2�72 documents, certificates and opinions as IEDA may reasonably request. (fl Solid or Hazardozrs 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 Forrn — 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 t� credit programs and other state financial assistance programs. (h) Pr�oject Financial Cornrnihnents. 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. (i) State Building Code Bzrr•eau Approval. If any part of the Award proceeds will be used for the construction of new buildings, bidding for consh�uction shall not be conducted prior to the written approval of the final plans by the State Building Code Bureau of the Iowa Depai�tment of Public Safety, and only if either of the following applies: 1. The building or structure is located in a governmental subdivision which has not adopted a local building code; or 2. The building or structure is located in a governmental subdivision which has adopted a building code,but the building code is not enforced. 4.4 Suspension,Reduction or Delav of Award.Any one or 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 other Tax Incentives: (a) Unremedied event of defazrlt. Upon the occurrence of an Event of Default (as defined in this Contract) by the Recipient,the IEDA may suspend the 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 the amount of financial assistance to be received. (c) Reduction, discontinuance or altef•ation of state funding/pr�og��a�ns. 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 appi•opriated 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. ARTICLE 5: SECURITY REQUIREMENTS 5.1 Securitv for State Direct Financial Assistance Awarded. The Recipient shall execute in favor Contract# 15-DF/TC-012 -9- F�„r app��o��ed 1zi1z of the IEDA all security agreements, financing statements,moi�tgages, personal and/or corporate guarantees(the "Seczrr•iry Docu�nents") as i•equired by the IEDA Board foi•this Award. (a) Form of Secur�ity. 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 Collate��al. 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 satisfactoiy to IEDA be pledged as security for this Award. The Recipient shall provide such additional or substitute collateral within 20 days of the date of the request for additional or substitute collateral to secure this Award in an amount equal to or greater than the amount of outstanding Award funds. (d)Annzral Updated Fznancials fi•om Guar•antor�(s) Requir�ed 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 paragaph "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 promptly submit the requested updated financial statements. 5.2 Securitv for Tax Incentives Awarded. The Recipient shall not be required to secure any portion of the Award that would be in the form of tax credits,if tax credits are awarded pursuant to this Contract. ARTICLE 6: REPRESENTATIONS AND WARRANTIES 6.1 Representations of Recinient. 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)Author�iry 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 constitute the valid and binding obligations of the Recipient and is enforceable against it in accordance with its terms. This Contract and related documents do not contravene any provision of law Contract# 15-DF/TC-012 - ]0- t',»�,appro,�ed 11;'12 or any judgYnent, injunction, order, or decree binding upon the Recipient ar any provision ofthe corporate governance documents of the Recipient, nor does this Contract contravene or constitute a default unde�• any covenant, indenture or contract of or effecting the Recipient or any of its properties. (c) Subsidiaries. The Recipient has no Subsidiaries involved with the Project on the Contract Effective Date. (d) Financial Reports. The balance sheet of the Recipient furnished to IEDA faii•ly presents its financial condition as at said date 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 Adve�se 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 Recipient, except those occurring in the ordinaiy course of business, none of which individually or in the aggregate have been materially adverse. To the knowledge of the Recipient, there has been no material adverse change in the condition of the Recipient(financial ar otherwise)or the prospects of the Recipient. (fl Farll Disclosur�e; Recapient'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) Ti�ademarks, F�•anchises and Licenses. The Recipient owns, possesses, or has the right to use all necessary patents, licenses, fi•anchises, trademarks, trade names, trade styles, copyrights, trade secrets, knowhow and confidential commercial and proprietary information to conduct its business as now conducted,without known conflict with any patent, license, fi•anchise, trademark, trade name, trade style, copyright or other 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) Gover�n�nental Authofzry 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 Othef� Controver•sies. There is no litigation or governmental pi•oceeding 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. (j) Good Title. The Recipient has good and defensible title to (or valid leasehold interests in) all of its property involved with the Project (including, without limitation, the 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 required to be filed by the Recipient in any jurisdiction have, in fact, been Contract# 15-DF/TC-012 - 11 - F�»r,�ppro,�e��a iz filed, and all taxes, assessments, fees and other governmental charges upon the Recipient or upon any of its property, income or fi•anchises,which are shown to be due and payable in such returns, have been paid, except such taxes, assessments, fees and governmental charges, if any, as are being contested in good faith and by 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 pr•ovisions in accordance with GAAP ha�e not been made on its accounts. Adequate provisions in accordance with GAAP for taxes on the books of the Recipient have been made foi•all open years, and for their current fiscal period. (1) Othe�• Contracts. The Recipient is not in default under the terms or any covenant, indenture or contract of or affecting either 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 oi•operations. (m) No Event of Default. No Event of Default,as defined in Article 9, has occurred or is continuing. (n) Conzpliance with Lativs. The Recipient is in compliance with the requirements of all federal, state and local laws, rules and regulations applicable to or pertaining to the business operations of the Recipient and laws and regulations establishing quality criteria and standards for air,water, land and toxic or hazardous wastes or substances, non-compliance with which could have a material adverse effect on the financial condition, properties, business or operations of the Recipient. The Recipient has not received notice to the effect that its operations are not in compliance with any of the requirements of applicable federal, state or local envit•onmental 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 o�• remedial action could have a material adverse effect on the financial condition, properties, business or operations of the Recipient. (o) Effective Date of Repr•esentations and Wa�•r�anties. 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 disbuisement of Award Funds is submitted to IEDA or each time Tax Incentives are claimed by the Recipient. 6.2 Representations of Communitv. (a)Local App�•ovals Received;Author�iry and Validiry 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 Conh�act and related documents do not contravene any provision of law or any judgment, injunction, oi•der or decree binding upon the Community, contravene or constitute a default under any covenant, indenture or contract of or effecting 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 Mater�ial Advef•se Change. Since the Award Date,there has been no material adverse change in the Community's ability to perform its obligations under this Contract. Contract# 15-DF/TC-012 - 12- Fm�Appro��e�i12�l2 (d) Full Disclosarre; Comrna�nity's Financial Assistance Application. The statements and other infoimation furnished to the IEDA by the Community 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 Community only represents that the same were prepared on the basis of information and estimates it believed to be reasonable. (e) Gover•nnzental Azrthof•ity and Liceizsing. The Community has received all licenses, permits, and approvals of all fedei•al, 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. (fl Litigation and Other� Contr•ovetsies. 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) Cornpliance 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 to the effect 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 Repr•esentations and War�ranties. The warranties and representations of this Article are made as of the Contract Effective Date. ARTICLE 7: COVENANTS OF THE RECIPIENT Far the duration of this Contract,the Recipient covenants to IEDA as follows: 7.1 Proiect Performance Obli�ations. (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 E�ibit 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. Contract# 15-DF/TC-012 - 13 - F»u app�•ored tzit2 (b) Meet and Maintain Eligibility Requir•ements. Recipient shall continue to meet and maintain all statutary eligibility requirements far the funding sources providing assistance under this Contract. (c) Pr•oject Tirne Per�iod. This Contract covers the five (5) year Project time per•iod from the Award Date through the Maintenance Period Completion Date. Recipient shall complete and maintain the Project within the Project time period shown below: COMPLIANCE COMPLIANCE MEASUREMENT MEASUREMENT POINT POINT Award Pro,ject Pro,ject Maintenance Maintenance Period Contract Date Completion Completion Date Period Completion Date Closeout Period "Award Dnte" "Project "ProjeG "tYlniirte�in�:ce "Mninte�rn�rce Period IEDA will conduct means the date Co�ttpletion Co»:pletiou Date" Period"means Conrp/etion Dnte" Contract Closeout first stated in this Period"means the means the date 3 the period of ineans the date 2 years procedures after all Contract and is period of time years from the time beriveen from the Project events described in the date the between the Award Award Date. the Project Completion Date and Article 1 have been IEDA Board Date and the Recipient must Completion is the date on which met. approved the Project Completion complete the Project Date and the the Maintenance awarding of Date. by this date. Maintenance Period ends. "Conlract End Daie" financial Period means the date stated assistance to the At this point,IEDA Completion At this point,IEDA in IEDA's written Recipient for the will review the Date.The will review the Project Notice of Final Project. Project to verify Project must be to verify that it was Contract Closeout compliance with maintained'm maintained in that is issued Contract terms and Iowa for this compliance with pursuant to Article 1. obligations. period of time. Contract terms and obli ations. (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 E�ibit 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. (fl Maintain Project th��oz�gh Maintenance Per•iod Completion Date. Recipient shall maintain the Project through the Maintenance Period Completion Date. (g) Maintain Project in Iowa During Conh•act 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 affect all licenses, permits, franchises, approvals, patents, trademarks, trade names, trade styles, copyrights and other proprietaiy rights necessary to the proper conduct of its respective business. 7.2 Taxes and Insurance. (a) Pay Taxes arrd 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 Irrsar��ar�ce. The Recipient shall insure and keep insured in good and responsible Contract# 15-DF/TC-012 - 14- !�„�r.�ppro,�e�i�2il2 insurance companies, all insurable property owned by it which is of a character usually insured by Persons similarly situated and operating like properties against loss or damage fi�om such hazards or risks as are insured by Persons 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 business. The Recipient will upon request of IEDA furnish a certificate setting forth in summary form the natut•e and extent of the insurance maintained pursuant to this Article. 7.3 Preserve Proiect and Protect Securitv. (a) Maintenance of Propei�ties. 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) Restf�ictions on Seczn•ity. 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 fi•om the Project site or the State all or substantially all of the Secured Property. 4. Create, incur or permit to exist any lien of any kind on the Secured Property. 7.4 Recinient Chan�es. (a) No Changes in Recipient Oper�ations. The Recipient shall not materially change the Project or the nature of the business and activities being conducted, or proposed to be conducted by Recipient, as described in the Recipient's approved application for funding, Exhibit A of this Contract, unless approved in writing by IEDA prior to the change. (b) Changes in Recipient Owner•ship, St��arctur�e arzd Cont��ol. 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 or not the change affects the Project shall be as reasonably determined by IEDA. 7.5 Repuired Reqorts. (a)Review ofRepoJ•ts. The Recipient shall prepare,sign and submit required reports, in the form and content required by IEDA, as specified in this Contract. (b)Repof�ts. The Recipient shall prepare, sign and submit the following reports to the IEDA throughout the Contract period: Contract# 15-DF/TC-012 - 15- r»n�ppro,�ed�2�[z 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 ofthe 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 Job collect information from the Recipient's Maintenance Period Completion Date continued maintenance of the Project. (c) Addztional Reports, Financial State»zents as Reqzrested by IEDA. The IEDA reserves the right to require more fi•equent 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) Nondiscriminatzon 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) Wor�ker� r�ights and safery. The Recipient shall comply in all material respects with all applicable fedei•al, state and local laws, rules, ardinances, regulations and orders applicable to worker rights and worker safety. (e) Inzmig��ation 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. (fl Co�npliance with IEDA's Administr�ative Rules. Recipient shall comply with IEDA's Contract# 15-DF/TC-012 - 16- F»�r�tpp,•o,•e�i�zi12 administrative rules for the programs providing assistance to the Project and rules governing administration of this Contract. 7.7 Insnection 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: (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 (and by this provision the Recipient authorizes such accountants to discuss with the IEDA and the IEDA's duly authorized representatives the finances and affairs of the Recipient). 7.8 Maintenance and Retention of Records. (a) Maintain Accounting Records. The Recipient is required to maintain its books, records and all other evidence pei�taining to this Contract in accordance with GAAP and such other procedur•es 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 ar external auditors, agents and designees; (iii) the Auditor of the State of Iowa; (iv) the Attorney General of the State of Iowa; and (v)the Iowa Division of Criminal Investigations and any other applicable law enforcement agencies. (c) Reco��ds Retention Pei•iod. 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 Repuired Notices from Recinient to IEDA. (a) Notice of Major 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 a financing or refinancing of the Project. (b) Notice of Pr•oceedings. Without limiting Section 7.9(a), Recipient shall promptly provide IEDA with written notice of any claims, lawsuits, banlcruptcy 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 fi•om and against all losses, liabilities, penalties, fines, damages and claims (including taxes), and all related Contract# 15-DF/TC-012 - 17- F»�r.�ppYove�rzirz 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 fi•om the 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 ar any of their agents in its or their capacity as an employer of a person. 7.11 Renavment 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. ARTICLE 8: COVENANTS OF THE COMMUNITY For the duration of this Contract,the Community covenants to IEDA as follows: 81 Local Match. The Community shall provide the local financial assistance for the Project as described in Exhibit C, Project Description and Award Budget. 8.2 Notice to IEDA. In the event the Community becomes aware of any material alteration in the Project, initiation of any investigation or proceeding involving the Project, change in the Recipient' ownership, structure or operation, or any other similar occurrence,the Community shall promptly provide written notice to IEDA. ARTICLE 9: DEFAULTS AND REMEDIES 9.1 Default bv Reciqient. An unremedied Event of Default can result in termination of this Contract and repayment of all or a portion of the Award Funds disbm�sed to Recipient and the value of the T� Incentives actually received,plus applicable default interest and costs. (a) Events of Defazrlt 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(whether by lapse of time, acceleration or otherwise) for more than ten (10) business days of the due date thereof of any Loan or other payment required by this Contract; or 2. 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 Securiry 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 Contract# 15-DF/TC-012 - 18- F»rr Approred 11�12 4. Noncompliance with Contf•act. Default in the obsejvance or performance of any other provision of this Contract; or 5. Material Misr�epr�esentation. Any representation oi• warranty made by the Recipient in this Contract or in any statement or cei�tificate 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 ot•making thereof; or 6. Secan•ity Deficiencies. Any of the Security Documents that represent the Security pledged by Recipient to secure this Contract shall for any reason fail to create a valid and perfected priority security interest in favar of the IEDA; or 7. Jardgment. Any judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes entered or filed against the Recipient or against any of its 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 shall occur 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. Banlcf•uptcy ot� 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 creditoi•s, (iv) apply for, seek, consent to, or acquiesce in,the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its property, (v) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code as amended,to adjudicate it insolvent, or seeking dissolution,winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to banlcruptcy, insolvency ar reorganization or relief of debtors or fail to file an answer or other pleading denying the matei•ial allegations of any such proceeding filed against it, or (vi) fail to contest in good faith any appointments or proceeding described below; or 10. Appoinhnent of Officials. A custodian, receiver•, trustee, examiner, liquidator or similar official shall be appointed for either the Recipient or any substantial part of any of its respective property, or a proceeding described above shall be instituted against either the Recipient and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) days; or 11. Inseczrr�ity. IEDA shall in good faith deem itself insecure and reasonably believes, after consideration of all the facts and circumstances then existing, that the prospect of payment and satisfaction of the obligations under this Contract, or the performance of or obseivance of the covenants in this Contract, is or will be materially impaired; or 12. Failzn�e to Szrbmit Reqzrir�ed 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 experiences a layoff, relocates or closes any of its facilities within the state of Iowa; or 14. Hir�ing wor�ker�s not authorzzed to wo��k in state. The Recipient fails to only employ individuals legally authorized to work in the state of Iowa. If Recipient is found to knowingly employ individuals not legally authorized to work in the state of Iowa then, in addition to any and all other Conh•act# 15-DF/TC-012 - 19- F�»��pP�•o,�ed rzilz applicable penalties provided by current law, all or a portion of the assistance received is subject to repayment; or 15. Faili�r�e to Maintain P��ograrn Eligibility Require��ents. Recipient fails to maintain a statutory eligibility requii•ement for a prog►•am providing assistance under this Contract. (b) Notice of Default and Opportunity to Czrre. 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 fi•om the date of the Notice of Default, in which the Recipient shall have an opportunity to cure,pi•ovided that cure is possible and feasible. (c) Remedies Available to IEDA. 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 the principal and any accrued interest on any outstanding Promissory Notes issued pursuant to this Contract to be forthwith due and payable, including both principal and interest and all fees, charges and other amounts payable under this Contract shall be and become immediately due and payable without further demand,presentment,protest or notice of any kind. 4. Require repayment of all ar 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, if the default is due solely to one of the following circumstances, IEDA will permit pro rata repayment of the dir•ect financial assistance received: 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 direct financial 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 $4,000.00 per unfilled job. This per job rate is calculated as follows: $64,000.00 Forgivable Loan Award Amount divided by 16 jobs to be created. For example, if the Recipient is short by 10 jobs the amount to be repaid is $4,000.00 per job multiplied by 10, for a total due of $40,000.00. Penalty interest shall apply as described in paragraph 9.1(e). Upon repayment of the amount due, IEDA will reduce the Recipient's Employment Base. This reduced Employment Base must be maintained through the Maintenance Period Completion Date. 2. Job shortfall at Maintenance Pef•iod Cornpletion Date. If the Recipient does not maintain its adjusted Employment Base through the Maintenance Period Completion Date, Recipient shall repay an additional portion of the direct financial assistance received for the number of jobs it failed to maintain. The amount to be repaid will be calculated as described in subsection 1 above. Contract# 15-DF/TC-012 -20- �„n�pp��o,�e�t lz,�/2 3. Less than Total P�•oject Cost at Project Corrzpletion 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 the Project Completion Date Recipient shall repay a portion of the direct financial assistance received. For example, if the Recipient's required Total Project Cost is 10% less than pledged, 10% of the Award amount received must be repaid (plus 6% interest calculated fi•om the date of first disbursement of Award Funds). 4. Repayment Ainozmt If Both Shor•tfall In.7ob 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, IEDA will calculate the amount owing for the job shortfall and for investment of the Recipient of less than the Total Project Cost. The higher of these two amounts shall be the amount Recipient shall repay to IEDA. (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 fi•om the first date Award Funds are disbursed or Tax Incentives are received. (fl 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 ar Event of Default by the Recipient or in connection with the enforcement of any of the terms of this Contract. 9.2 Default bv Communitv. An unremedied Event of Default can result in termination of this Contr•act 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 Communit}�"under this Contract: 1. Noncompliance with Covenants. Default in the obseivance or performance of any covenants of the Community set forth in Article 8, for more than five(5)business days; or 2. Mate�•ial Misf�epf•esentation. 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; or (b) Notice of Default and Opportuniry 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 natui•e of the alleged default in reasonable specificity, and providing therein a reasonable period time, which shall not be fewei• than thii�ty (30) days from the date of the Notice of Default, in which the Community shall have an opportunity to cure, provided that cure is possible and feasible. (c) Rernedies 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 for the amount of local financial assistance pledged to the Project but not provided. (d) Default Intef�est Rate. If an Event of Default occurs and remains uncured, a default interest rate Contract# 15-DF/TC-012 -21 - Fn,�Approved 11/12 of 6% shall apply to repayment of amounts due under this Contract. The default interest rate shall accrue from the first date Award Funds ai•e disbursed or Tax Incentives are received. (e) Expenses. The Community agrees to pay to the IEDA all expenses reasonably incurred or paid by IEDA including 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 however, such court lacks jurisdiction and jurisdiction lies only in a United States District Court,the matter shall be commenced in the United States District Court for the Southern District of Iowa, Central Division. (b) This provision shall not be construed as waiving any immunity to suit or liability, in state or federal court, which may be available to the IEDA, the State of Iowa or its members, officers, employees or agents. (c) This Contract and the rights and duties of the parties hereto shall be governed by, and construed in accoi•dance with the internal laws of the State of Iowa without regard to principles of conflicts of laws. 10.2 Contract Amendments. Neither this Contract nor any documents incorporated by reference in connection with this Contract, may be changed, waived, discharged or terminated orally, but only as provided below: (a) Wr•iting r�equired. The Contract may only be amended if done so in writing and signed all the parties. Examples of situations requiring an amendment include, but are not limited to, time extensions, budget revisions, and significant alterations of existing activities or beneficiaries. (b)IEDA Board review. Requests to amend this Contract shall be processed by IEDA in compliance with the IEDA Board'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 given 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: Kunkel &Associates, Inc. Jason Knockel, CEO 401 Data Court Dubuque, IA 52003 E-mail: Jason.knockel@kunkel-inc.com Telephone: 563-585-2314 Facsimile: 563-557-7316 C011tl'1Ct# IS-DF�TC-012 -22- Fm�Appro��ert 12�l2 To the IEDA at: Iowa Economic Development Authority Compliance 200 East Grand Avenue Des Moines,Iowa 50309 Attention: Business Development-Compliance E-mail: Compliance@iowa.gov Tel ephone: 515.725.3 000 Facsimile: 515.725.3010 To the Coi�7murrity at: City of Dubuque Maurice Jones 50 West 13`�'Street Dubuque,IA 52001 E-mail: mjones@cityofdubuque.org Telephone: 563-589-4393 Facsimile: 563-589-0890 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 retut•n 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 to be final determinations pursuant to Iowa Code Chapter 17A, Iowa Administrative Procedure Act. 10.6 Waivers. No waiver by IEDA of any default her•eunder 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 pai�tial 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 5urvival of Representations. All representations and warranties made herein or in any other Contract document or in certificates given pursuant hereto or thereto shall suivive 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 Severabilitv of Provisions. Any provision of this Contract which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without Contract# I S-DF/TC-012 -23- r�nr�ppro,�e��2i1z imalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. All rights, remedies and poweis 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 intended to be subject to all applicable mandatory provisions of law which may be controlling and to be limited to the extent necessa�y so that they will not render this Contract ar any other Contract document invalid or unenforceable. 10.10 Successors and Assi�ns. This Contt�act shall be binding upon the Recipient and its respective successors and assigns, and shall inure to the benefit of the IEDA and the benefit of their respective 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 each of the following ci�•cumstances: (a) Ag��eement of tl�e Par�ties. Upon written agreement of the Recipient,the Community and IEDA. (b) Unf•emedied Event of Defaarlt. As a result of the Recipient's or Community's unremedied Event of Default pursuant to Article 9. (c) Terfnination or• redzrction 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 bv Reference. The following documents are incorporated by reference and considered an integral part of this Contract: 1. E�chibit A - Recipient's Financial Assistance Application(on file with IEDA), Application# 15-HQJTC-014 and 15-HQJDF-014 2. E�ibit B-2 High-Quality Jobs Program—Tax Credit Component Special Conditions 3. E�ibit B-3 High-Quality Jobs Program—Project Completion Assistance Component Special Conditions 4. Exhibit C- Description of the Project and Award Budget 5. Exhibit D- Job Obligations 6. E�cl-►ibit E- Irrevocable Letter of Credit 7. E�ibit 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. E�ibit A - RecipienYs Financial Assistance Application(on file with IEDA), Application# 15-HQJTC-014 and 15-HQJDF-014 3. E�ibit B-2 High-Quality Jobs Program—Tax Credit Component Special Conditions 4. Exhibit B-3 High-Quality Jobs Program—Project Completion Assistance Component Contract# 15-DF/TC-012 -24- F„�r,�pp.o,�ed t2�tz Special Conditions 5. Exhibit C- Descr•iption of the Project and Award Budget 6. Exhibit D- Job Obligations 7. E�ibit E- Irrevocable Letter of Credit 8. E�ibit F- Promissoiy Note(s) 10.15 Inte�ration. This Contr•act contains the entire understanding between the Parties relating to the Project and any representations that may have been made before or after the signing of this Contract, which are not contained herein, are nonbinding, void and of no effect. None of the Parties have relied on any such prior representation in entering into this Contract. -This space intentionally left blank, signature page follows - Contract# 15-DF/TG012 -25- r�»r.�pp,o,�ed i2i�2 IN WITNESS WHEREOF in consideration of the mutual covenants set forth above and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the parties have entered into this Contract and have caused their duly authorized representatives to execute this Contract, effective as of the latest date stated below (Contract Effective Date). FOR I�DA: FOR RECIPIENT: BY7 �� Y: � ' �-- Deborah V. Dur•ham, Director Sig 'e � �i��G/ C/'� �L G Name and Title � � � ,/ Da e Date FOR THE COMMUNI . BY: _ i Si natur� �Co c�l�-l�� av�c��(l2 Typed Name and Title � �� l � Date Contract# 15-DF/TC-012 -26- F��,r�fpp,•o��e�1�2i12 LIST OF EXHIBITS Exhibit A - Recipient's Financial Assistance Application(on file with IEDA),Application# 15- HQJTC-014 and 15-HQJDF-014 Exhibit B-2 High Quality Jobs Program—Tax Credit Component Special Conditions Exhibit B-3 High Quality Jobs Program—Project Completion Assistance Component Special Conditions E�chibit C- Description of the Project and Award Budget Exhibit D- Job Obligations E�ibit E- Irrevocable Letter of Credit Exhibit F - Pi•omissory Note(s) Contract# I S-DF/TC-012 -27- �mr AppYo,•ed�zi12 EXHIBIT B—2 High Quality Jobs Program—Tax Credit Component Special Conditions to Contract# 15-DF/TC-012 The following additional terms shall apply to the Contract: SECTION 1: ADDITIONAL DEFINITIONS. The following additional terms are defined in this Conh�act as follows: "Capital Investr7aent" means the investment spent on depreciable assets. The minimum Capital Investment required for this Project is as stated in Section 2 of this E�ibit. The allowable categories of expenditures for purposes of calculating Capital Investment are described in IEDA's administrative rule 261 IAC 174.10. '7nvest�nent Qualifying for the Tax Credit" means new investment directly related to jobs created or retained by the start-up, location, expansion or modernization foi• this Pi•oject. Not all of the expenditure categories used to calculate the "Investment Qualifying for� the Tax Cr•edit" are included for purposes of claiming the tax credits. The allowable categories of expenditures for purposes of claiming the tax benefits are described in IEDA's administrative rule 261 IAC 174.10. "Qualifying Investment " means the statutorily-required minimum investment amount that must be met and maintained by the Recipient to receive High Quality Jobs Program tax benefits 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 IEDA's administrative rule 261 IAC 174.10. "Economically Dish�essed Ar•ea" 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 21 Award. The Recipient is awarded the following Tax Benefits through the High Quality Jobs Program,based on the minimal investment requirements described herein: $173,000. 2.2 Minimum Investment Requirements. As a condition of receiving Tax Benefits, the Recipient shall meet the following minimum investment requirements: (a) Capital Investment. $ 2,400,000 (b) Qualifying Investment. $ 2,400,000 (c) Investment Qualifying foi•Tax Credits. $ 2,200,000 2.3 Additional Tax Benefits. The Recipient is eligible for additional incentives pursuant to Iowa Code sections 15.326, et. seq. pursuant to its pai-ticipation in the High Quality Jobs Program and its obligations and rights under the Contract. The following Tax Benefits, in the maximum amounts shown for each authorized benefit, are so available to the Recipient: Contract#15-DF/TC-012 Exhibit B-2,Page 1 Fmt Update 11/12 Authorized Benefits Included in Award Maximum Amt. Refi�nd of Sales, Sefvice, and Use Taxes. � yeS $63,000 ❑ No Refund of Sales Taxes Attributable to Racks, Slzelving, � YeS $0 and Conveyo�•Equipnzerzt. � No Coi pof•ate Tax Credit For Cer�tain Sales Taxes Paid By � yeS $0 Thir�d Party Developer. � No Invest»zent Tax Cf�edit (S%) � YeS $ 110,000 ❑ No Reseaf�ch Activities Cr•edit. � yeS $ 0 � No Local Propef�ry Tax Exenzption Pr�ovided by Communiry � yeS $0 � No 2.4 Conditions for Authorized Benefits. The Recipient is responsible to seek these additional benefits through processes desci•ibed in the applicable statues and corresponding administrative rules, ordinances and procedures. The following conditions shall apply to the benefits described in section 23 of this E�ibit. (a) Refund Of Sales, Ser•vice And Use Taxes Paid To Contractors Or Subcontf�actors. The Recipient is eligible for a refund of sales, service and use taxes paid to contractors and subcontractors as authorized in Iowa Code section 15331A(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,watei•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, ser•vice 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 pi•oject completion. For purposes of claiming this refund, "pr•oject 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. Within one year after Project Completion, as defined in sub-paragraph i above, make an application to the Department Revenue. (b) Reserved. (c) Reser•ved. Contract# 15-DF/TC-012 Eahibit B-2,Page 2 Fnrt Update 11/12 (d) Invest�rzent Tax Credit. 1. The Recipient may claim an investment tax credit as provided in Iowa Code section 15.333. Such credit may be claimed foi•a portion of the Qualifying Expenditures, as defined below in subparagraph(iii), directly related to job obligations, as described in Exhibit D, of the start-up, or location,expansion, or modernization of the business under this program. The Recipient shall not claim more than the amount authorized for this benefit as stated above and in Article 2.2(b). The credit is to be taken in the year the qualifying asset is placed in service. Any credit in excess of the tax liability for the tax year may be credited to the t�liability far the following seven years or until depleted,whichever occurs fi�st. 2. The tax credit shall be amoi-tized e uall over a five- ear eriod as specified below: Jul 1, 2014—June 30,2015 $ 22,000 Jul 1, 2015—June 30,2016 $ 22,000 Jul 1, 2016—June 30,2017 $22,000 Jul 1, 2017—June 30,2018 $ 22,000 Jul 1, 2018—June 30, 2019 $ 22,000 3. Only Qualifying Expenditures are eligible for the investment tax cr•edit. For purposes of this benefit, "Qualifying Expenditures"means: i. The purchase price of real property and any buildings and structw•es located on the real property. ii. The cost of improvements made to real property which is used in operation of the business. iii. The costs of machinery and equipment,as defined in Iowa Code section 427A.1(1)"e"and"j,"purchased for use in the operation of the business and which the purchase price may have been depreciated in accordance with GAAP. 4. If the Project includes leasing of new construction or major renovation of an existing building, the annual base rent paid to a third-party developer by a Recipient must be for a period equal to the term of the lease agreement but not to exceed the maximum term of the agreement, provided the cumulative cost of the base rent payments for that period does not exceed the cost of the land the third-party developer's costs to build or renovate the building for the Recipient. Limitations to annual base rent shall only be considered when the Project includes the construction of a new building or the major renovation of an existing building. The Recipient shall enter into a lease agreement with the third-party developer far a minimum of five years. (e) Reserved. (fl Reserved. SECTION 3: ADDITIONAL COVENANTS Contract# 15-DF/TC-012 Exhibit B-2,Page 3 Fmt Updale I1/12 In addition to the Covenants described in Article 7 of the Contract, the Recipient shall be bound to the additional covenants: 31 Job Obli�ations. By the Project Completion Date, the Recipient shall create and/or retain the number of FTE Created Jobs and Retained Jobs included in, far Retained Jobs, and above, for Created Jobs,the Recipient's Employment Base, as detailed in Exhibit D—Job Obligations, and maintain the jobs through the Maintenance Period. 3.2 Wa�e Obli�ations. The Qualifying Wage Threshold rates specific to this Contract that must be met are stated in Exhibit D, Job Obligations. By the Project Completion Date and through the Maintenance Completion Pei•iod Date,the Recipient shall: (a) For the Cr•eated Jobs,pay 100%of the Qualifying Wage Ttu•eshold 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. (b) Far the Retained.7obs, pay at least 120%of the Qualifying Wage Threshold throughout both the Project Completion Period and the Maintenance Period (c) For projects in Econonzically Distressed Areas the Qualifying Wage Threshold requirement applicable to all phases of the project is 100%of the Qualifying Wage Tlveshold if the eligible business is located in an economically distressed area. 3.3 Provide Sufficient Bene�ts. The Recipient shall provide all employees included as part of the job and wage obligations with Sufficient Benefits. SECTION 4: ADDITIONAL DEFAULT PROVISIONS In addition to the default provisions included in Article 9 of the Contract,the following additional default provisions shall apply: 4.1 Repavment of Tax Benefits Received-Hi�h Qualitv Jobs Program. IDR is the state agency responsible for collecting the value of any Tax Benefits received in violation of the terms of this Contract. The Community is the party responsible for collecting the value of the local tax benefits 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 cer�tain circumstances and may include interest assessed by IDR. Those circumstances are as follows: (a) Failz�r�e to Meet Job Obligatzons by Project Cornpletion Date. If the Recipient does not meet is Job Obligations as detailed in Exhibit D,Job Obligations by the Project Completion Date, Recipient shall repay a percentage of the Tax Benefits it has received. The repayment percentage will be equal to the percentage of jobs shoi�t of its Job Obligations. The percentage to be repaid is calculated based on the number of jobs that are at or above the Qualifying Wage Threshold. For example, if the Recipient meets 90%of its Job Obligations,the amount to be repaid is 10%of the value of Tax Benefits taken(plus any interest assessed by IDR). Upon repayment of the amount due, IEDA will reduce the Recipient's Employment Base. This reduced employment base must be maintained through the Maintenance Period Completion Date. Contract#15-DF/TC-012 Exhibit B-2,Page 4 Fn:t Update I1/12 (b) .Iob shof�tfall at Maintenance Pef•iod Completion Date. If the Recipient does not maintain its adjusted Employment Base thr•ough the Maintenance Period Completion Date,Recipient shall repay an additional percentage of the Tax Benefits it has received. The repayment percentage will be equal to the percentage of jobs that the Recipient failed to maintain. The amount to be repaid will be calculated as described in subsection(a)above. (c) Less than Total Pr�oject Cost at P�•oject 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 Benefits received. For example, if the Recipient's required Total Project Cost is 10% less than pledged, 10% of the value of the tax benefits received(plus any intei•est assessed by IDR) must be r•epaid. (d) Repayment Arnount 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, IEDA will calculate the percentage owing for the job shortfall and for less than the Total Project Cost. The highei•of these two amounts shall be the amount Recipient shall repay to IDR. (e) Selling, Disposing, oi�Razirzg of Pf•oper•ty. 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 seivice. 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. 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. (fl Qaralifying Investrnent. If the Business does not meet its Qualifying Investment requirement as defined in Section 2 of this E�ibit, Recipient shall repay all or a portion of the value of Tax Benefits received. Repayment shall be calculated as follows plus any interest assessed by IDR: 1. If the Recipient has met 50 percent or less of the Qualifying Investment t•equirement, Recipient shall repay the same percentage in Tax Benefits as the Recipient failed to invest. 2. If the Recipient has met more than 50 percent but not more than 75 percent of the Qualifying Investment requirement,the Recipient shall repay one-half of the percentage in Tax Benefits as the Recipient failed to invest. Contract# 15-DF/TC-012 Exhibit B-2,Page 5 Fmt Update 11/12 3. If the Recipient has met more than 75 percent but not more than 90 percent of the Qualifying Investment requirement,the Recipient shall repay one-quarter of the percentage in benefits as the Recipient failed to invest. -End of Exhibit B—2- Contract# 15-DF/TC-012 Exhibit B-2,Page 6 Fnrt Update 11/12 EXHIBIT B—3 High Quality Jobs Program—Project Completion Assistance Component Special Conditions to Contract# 15-DF/TC-012 The following additional terms shall apply to the Contract: SECTION 1: ADDITIONAL DEFINITIONS. The following additional terms are defined in this Contract as follows: "Econon�ically 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. 21 Description of Award. $128,000 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 foim(s): (a)Loan.The Loan shall be awarded to Recipient on the following terms and conditions: 1. Amount: $ 64,000. 2. Interest Rate: 0%;interest shall accrue from the date of fit•st disbursement of funds. 3. Term: 60 months. 4. Pf�omisso�y Note. The obligation to repay the Loan shall be evidenced by a Pi•omissory Note executed by the Recipient. 5. Pr�epayment. 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) For�givable Loan. The Forgivable Loan shall be awarded to Recipient on the following terms and conditions: 1. Amount: $ 64,000. 2. Interest Rate: 0%; Interest accrues from the date of first disbursement of funds. 3. Teim: 60 months. Contract#15-DF/TC-012 Exhibit B-3,Page 1 Frnt Approved 12/12 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 Pj•oject Performance Obligations in Article 7 ttu�ough 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. Pr�epayment. 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. Accelei�ation upon Default. If there is a failure to pay any installment of principal and interest when due, ar 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 Snecial 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: 31 Job Obli�ations. 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 Employment Base, as detailed in Exhibit D—Job Obligations, and maintain the jobs through the Maintenance Period. 3.2 Wa�e Obli�ations. The Qualifying Wage Threshold rates specific to this Contract that must be met are stated in Exhibit D, Job Obligations. By the Project Completion Date and thr•ough the Maintenance Completion Period Date,the Recipient shall: (d) For the Cr�eated 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 1 ZO%of the Qualifying Wage Threshold until the Maintenance Period Completion Date. Contract#15-DF/TC-012 Exhibit B-3,Page 2 Fmt Approved 12/12 (e) For the Retained Jobs, pay at least 120%of the Qualifying Wage Threshold throughout both the Project Completion Period and the Maintenance Period. (fl For projects in Economically Distf�essed A��eas the Qualifying Wage Threshold r•equirement applicable to all phases of the project is 100%of the Qualifying Wage Threshold if the eligible business is located in an economically distressed ai•ea. 3.3 Provide Sufticient Bene�ts. The Recipient shall provide all employees included as part of the job and wage obligations with Sufficient Benefits. -End of Exhibit B—3 - Contract# 15-DF/TC-Ol2 Exhibit B-3,Page 3 Fnrt App�•oved 12/12 DESCRIPTION OF THE PROIECT AND AWARD BUDGET (EXHIBIT C) Name of Recipient: Kunkel&Associates. Inc. Name of Community: Citv of Dubuque Contract Number: 15-DF/TC-012 PROJECT DESCRIPTION Kunkel&Associates,Inc.will add a 10,000 s.f.building expansion to begin spring of 2015. AWARD BUDGET SOURCE OF FUNDS AMOUNT FORM USE OF FUNDS COST IEDA Programs *Land Acquisition HQ,1P Financial Assistance $64,000 Loan *Site Preparation HQJP Financial Assistance $64,000 Forgivable Loan *Building Acquisition HQJP Tax Credit 1 See Below *Building Construction $2,000,000 *Building Remodeling $100,000 Bank Financing $2,322,000 Lease Payments *Mfg Machinery and Equipment Other Machinery and Equipment Racking,Shelving,etc. *Computer Hardware $100,000 Computer Software $50,000 *Furniture and Fixtures $200,000 Working Capital Research and Development Job Training *included as capital investment if awarded tax credit program Total $2,450,000 Total $2,450,000 '$173,000 estimated benefit value i OTHER FUNDING SOURCE OF FUNDS TOTAL AMOUNT FORM/TERM USED AS MATCH TIF Rebate Tax Exemption $209,000 10 year partial Yes 260E Job Training In-Kind Contributions RISE RED Other EXHIBIT D—JOB OBLIGATIONS Recipient: Kunkel & Associates,Inc. Community: City of Dubuque Contract Number: 15-DF/TC-012 This Project has been awarded benefits fi•om the High Quality Jobs Program(HQJP)—Tax Credit Component,and High Quality Jobs Program(HQJP)—Financial Assistance Component. The chart below outline the contractual job obligations related to this Project. Data in the"Employment Base"column has been verified by the Authority and reflects the employment characteristics of the facility receiving funding before this award was made. Jobs to be retained as a part of this Project must be included in these calculations. Data in the"Jobs To Be Created"column outlines the new full-time jobs(including their wage characteristics)that must be added to the employment base and,if applicable,statewide employment base as a result of this award. At the Project Completion Date and through the Maintenance Period Completion Date,the Business must achieve(at a minimum) the numbers found in the"Total Job Obligations"column. HQJP JOB OBLIGATIONS Employment Jobs Total Project Completion Date: October 31, 2017 Base To Be Created Job Maintenance Period Completion Date: October 31, 2019 Obligations Total employment at project location 45 18 63 Average wage of total employment at project location $32.97 Qualifying Laborshed Wage threshold requirement(per hr) $20.06 (120%) Number of jobs at or above qualifying wage 28 16 44 Average Wage of jobs at or above qualifying wage $42.82 Notes re: Oualifvin�Wa�es 1. Bonus or commission payments are not included when calculating the Qualifying Wage rate. 2. Employment Base includes 0 "Retained Jobs". 3. If the Recipient uses or proposes to use a non-standai•d 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. ) By not checking the box and not providing the alternative schedule, IEDA will consider"Full-tinte Equivalent(FTE).7ob"to mean the employment of one person for 8 houis 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]. Fmt.Approved 11/09 EXHIBIT E Irrevocable Letter of Credit The Irrevocable Letter of Credit shall follow this page and shall be Exhibit E to the Contc•act. Contract# 15-DF/TC-012 Fmt Approved 09/10 EXHIBIT F—PROMISSORY NOTE FORGIVABLE LOAN Recipient: Kunkel & Associates,Inc. Community: City of Dubuque Contract Number: 15-DF/TC-012 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, Des Moines, Iowa 50309, the sum of SIXTY FOUR THOUSAND DOLLARS ($64,000) 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-012 ("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 Note on default. This 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 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. KUNKEL & AS CIATES,INC. By. Wso n lC�iG�lr// �j �� Print or Type Name, Title Address: 401 DATA COURT DUBUQUE, IA52003 Date: � � EXHIBIT F—PROMISSORY NOTE LOAN Recipient: Kunkel & Associates,Inc. Community: City of Dubuque Contract Number: 15-DF/TC-012 PROMISSORY NOTE FOR VALLTE RECEIVED, the undersigned promises to pay to the order of the IOWA ECONOMIC DEVELOPMENT AUTHORITY, at its office at 200 East Grand, Des Moines, Iowa 50309, the sum of SIXTY FOUR THOUSAND DOLLARS ($64,000) with interest thereon at ZERO PERCENT (0%)to be paid as follows: Sixty (60) monthly payments of$1,066.67 beginning on the first day of the fourth month from the date Award funds are disbursed. Final payment may vaiy depending upon dates payments are received. Interest shall �rst 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 Note on default. This 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 note, and consent that the time or times of payment of all or any part hereof may be extended after maturity, fi�om time to time, without notice. KUNKEL & ASSOCIATES,INC. B • ✓��/�^D�G lo�T// l� �O Print or Type Name, Title Address: 401 DATA COURT DUBUQUE, IA52003 Date: � � / CONTRACT AMENDMENT RECIPIENT: Kunkel & Associates, Inc. MASTER CONTRACT #: 15-DF/TC-012 AMENDMENT #: 1 EFFECTIVE DATE: November 17, 2017 THIS CONTRACT AMENDMENT is made by and among the IOWA ECONOMIC DEVELOPMENT AUTHORITY, (hereafter "IEDA"), 200 East Grand Avenue, Des Moines, Iowa 50309, an agency of the State of Iowa, Kunkel & Associates, Inc. ("Recipient"), 401 Data Court, Dubuque, 52003 and City of Dubuque ("Community"), 50 West 13th Street, Dubuque, IA 52001. WHEREAS, Recipient, has requested that the Project Completion Date be extended. WHEREAS, the IEDA BOARD approved an extension, effective as of the Effective Date stated above, and NOW, THEREFORE, the Contract referenced above is amended as follows: 1. REVISION OF EXHIBIT D: "JOB OBLIGATIONS." Exhibit D is amended to revise the Project Completion Date. Details of this change are reflected in the attached Revised Exhibit D which is hereby incorporated by this reference and made a part of this Contract Amendment. FOR RECIPIENT: FOR IEDA: SIGNATUR L) 04 I#'/060k (,bra PRIN [/1 Yvt NAME, TITLE FOR COMMIINI SIGNATUR Roy D. Buol, Mayor PRINT/TYPE NAME, TITLE Deborah V. Durham, Director 1 � � � EXHIBIT D—JOB OBLIGATIONS ; Revised on November 17,2017 i i Recipient: Kunkel& Associates, Inc. ; Community: City of Dubuque ! Contract Number: 15-DF/TC-012 This Project has been awarded benefits from the High Quality Jobs Program(HQJP)—Tax Credit Component,and High Quality Jobs Program(HQJP)—Financial Assistance Component. The chart below outline the contractual job obligations related to this Project. i I Data in the"Employment Base"column has been verified by the Authority and reflects the employment characteristics of the facility ' receiving funding before this award was made. Jobs to be retained as a part of this Project must be included in these calculations. , Data in the"Jobs To Be Created"column outlines the new Full-time jobs(including their wage characteristics)that must be added to the employment base and,if applicable,statewide employment base as a result of this award. At the Project Completion Date and through the Maintenance Period Completion Date,the Business must achieve(at a minimum)the numbers found in the"Total Job Obligations"column. � ��= I�QJP JOB OBLIGATIONS� '�_ � � �� mployment, �� Jobs..' Total �- � Pro�ect Completion=Date .October 31,�201$ Base . To Be Created - Job a , "Maintenance Period Completion Date 0ctober 31,�9a-9 2020. ; �, ` = . , = = Obl�gation=s, _,�, Total employment at project location 45 18 63 , Average wage of total employment at project location $32.97 ' Qualifying Laborshed Wage threshold requirement(per hr) $20.06 (120%) � � , � , � _. � � , .- ._ . _�, _� Number of jobs at or above qualifying wage 28 16 44 ' Average Wage of jobs at or above qualifying wage $42.82 Notes re: Qualifving Wa�es l. Bonus or commission payments are not included when calculating the Qualifying Wage rate. 2. Employment Base includes 0 "Retained Jobs". ' 3. 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. ) By not checking the box and not providing the alternative schedule,IEDA will consider"Full-time Equivalent(FTE).Iob"to mean the employment of one person for 8 hours per day for a 5-day,40-hour worlcweek 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]. ' � � � � September 10, 2021 Ms. Andi Even, CFO Kunkel & Associates, Inc. 401 Data Court Dubuque, IA 52003 Sent via electronic delivery to: andi.even@kunkel-inc.com RE: Project Maintenance Close-out Contract #15-DF/TC-012 Dear Ms. Even: I would like to congratulate you on successfully maintaining your job obligations through the maintenance period in regard to the above referenced project. The Authority's review of payroll documents at your facility indicates that the jobs required to be maintained by the High Quality Jobs Programs have met or exceeded expectations. In summary: 1. The Project Completion Date was October 31, 2018 with a Project Maintenance Date of October 31, 2020. 2. The Contract required maintaining 61 full-time equivalent (FTE) jobs with 44 jobs paying $20.06 per hour or higher. The Business met its maintenance obligation with a total employment of 73 full-time employees, 62 of which paid $20.06 per hour or higher. 3. The Business maintained the Sufficient Benefits required by the contract. Since all project activities have been completed and verified, the Authority has determined that the job maintenance requirement has been satisfied and this project file is now closed. The IEDA hereby forgives the $64,000 Forgivable Loan. The original Irrevocable Letter of Credit will be returned to Premier Bank. The canceled Promissory Notes are attached. We would like to express our thanks for your assistance in monitoring and closing out this project, and we look forward to working with you on future economic development projects. Please do not hesitate to contact me at 515-348-6164 or melanie.morgan@iowaeda.com should you have any questions. Sincerely, Melanie Morgan Project Assistant Compliance Team Cc: Michael C. Van Milligen, City of Dubuque at ctymgr@cityofdubuque.org IEDA Compliance file IEDA Accounting EXHIBIT F PROMISSORY NOTE LOAN Recipient:Kunkel &Associates,Inc. Community:City of Dubuque Contract Number:15-DF/TC-012 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,Des Moines, Iowa 50309,the sum of SIXTY FOUR THOUSAND DOLLARS ($64,000)with interest thereon at ZERO PERCENT (0%)to be paid as follows: Sixty (60)monthly payments of $1,066.67 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 Note on default. This note shall be secured by the Security specified in the Contract. B 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 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. KUNKEL &ASSOCIATES,INC. Address:401 DATA COURT DUBUQUE,IA52003 Date: Print or Type Name,Title Canceled 9/9/2021 MRM EXHIBIT F PROMISSORY NOTE FORGIVABLE LOAN Recipient:Kunkel &Associates,Inc. Community:City of Dubuque Contract Number:15-DF/TC-012 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,Des Moines,Iowa 50309,the sum of SIXTY FOUR THOUSAND DOLLARS ($64,000)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-012 ("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 Note on default. This 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 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. KUNKEL &AS CIATES INC. Print or Type Name,Title Address:401 DATA COURT DUBUQUE,IA52003 Date:( Canceled 9/9/2021 MRM