Iowa Economic Development Authority (IEDA) Second Amendment_Rockfarm Holdings, Inc. Copyrighted
July 15, 2019
City of Dubuque Consent Items # 8.
ITEM TITLE: lowa Economic DevelopmentAuthority(I EDA) Second
Amendmentto Contractwith Rockfarm Holdings, Inc.
SUMMARY: City Manager recommending approval of a resolution
authorizing a Second ContractAmendment to the Contract
between and among the lowa Economic Development
Authority(I EDA), Rockfarm Holdings, I nc. and the City of
Dubuque for financial benefits for Rockfarm Holdings, I nc.
RESOLUTION Approving a Second ContractAmendment
to the Economic Development Financial Assistance
Contract by and among Rockfarm Holdings, I nc., the City
of Dubuque, and the lowa Economic Development
Authority.
SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Adopt
Resolution(s)
ATTACHMENTS:
Description Type
Rockfarm Holdings Second ContractAmendment-MVM City Manager Memo
Memo
Staff Memo Staff Memo
OriginalAgreement Supporting Documentation
2nd ContractAmendment Supporting Documentation
Resolution of Approval Resolutions
Dubuque
THE CITY OF �
AII�America Ciry
DuB E , . ,
I � � I.
Maste iece on the Mississi 1 zoo�•zoiz•zois
�P pp zoi�*zoi9
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Second Contract Amendment to the lowa Economic Development
Authority Direct Financial Assistance Contract for Rockfarm Holdings, Inc.
DATE: July 10, 2019
Economic Development Director Jill Connors recommends City Council approval of a
resolution authorizing a Second Contract Amendment to the Contract between and
among the lowa Economic Development Authority (IEDA), Rockfarm Holdings, Inc. and
the City of Dubuque for financial benefits for Rockfarm Holdings, Inc. The amendment
extends the project completion date to February 28, 2020, and the maintenance period
completion date to February 28, 2022. All other terms, provisions, and conditions of the
Contract remain unchanged.
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
Jill M. Connors, Economic Development Director
Dubuque Economic Development
Department
THE CITY OF � 50 West 13th Street
All•AmericaCity Dubuque,lowa 52001-4864
U� � "A°NA"�``'�`"� Office(563)589-4393
1 I I�I TTY(563)690-6678
http://www.cityofdu buq ue.org
2007*2012*2013
Masterpiece on the Mississippi 2oi�*Zoi9
TO: Michael C. Van Milligen, City Manager
FROM: Jill M. Connors, Economic Development Director
SUBJECT: Second Contract Amendment to the lowa Economic Development
Authority Direct Financial Assistance Contract for Rockfarm
Holdings, Inc.
DATE: July 5, 2019
INTRODUCTION
This memorandum presents for City Council review and approval a resolution authorizing a
Second Contract Amendment to the Contract between and among the lowa Economic
Development Authority (IEDA), Rockfarm Holdings, Inc. and the City of Dubuque for
financial benefits for Rockfarm Holdings, Inc. The Contract and Contract Amendment are
attached.
BACKGROUND
In 2014 Rockfarm Holdings, Inc. (Rockfarm) invested over $2.5 Million to construct a
new headquarters facility in the City of Dubuque and has already created 35 of the 48
new jobs committed to by Rockfarm in the Contract with IEDA. As part of its financial
investment in the project, Rockfarm applied to the IEDA for assistance in the form of tax
credits, as well as a loan. IEDA proposed a Contract, which was signed by Rockfarm
and the City.
Resolution 204-18 adopted by the City Council on July 16, 2018, approved the First
Contract Amendment, extending the project completion date from February 28, 2018 to
February 28, 2019. The maintenance period completion date was extended from
February 28, 2020 to February 28, 2021.
DISCUSSION
At the request of Rockfarm, IEDA has agreed to a Second Contract Amendment
extending the time period for job creation, which consequently also extends the
maintenance period for those jobs.
The project completion date has now been extended to February 28, 2020, and the
maintenance period completion date has been extended to February 28, 2022. All other
terms, provisions, and conditions of the Contract remain unchanged.
The Contract Amendment formalizes these changes.
RECOMMENDATION/ ACTION STEP
I recommend the City Council adopt the attached resolution, approving the attached
Contract Amendment.
RESOLUTION NO. 254-19
APPROVING A SECOND CONTRACT AMENDMENT TO THE ECONOMIC
DEVELOPMENT FINANCIAL ASSISTANCE CONTRACT BY AND AMONG
ROCKFARM HOLDINGS, INC., THE CITY OF DUBUQUE, AND THE IOWA
ECONOMIC DEVELOPMENT AUTHORITY
Whereas, Rockfarm Holdings, Inc. (Rockfarm) 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 location and expansion of
Rockfarm's operations in Dubuque, Iowa; and
Whereas, Rockfarm requested and received an extension of the Project
Completion Date from February 28, 2018 to February 28, 2019 in the First Contract
Amendment; and
Whereas, Rockfarm has requested an extension of the Project Completion Date
from February 28, 2019 to February 28, 2020; and
Whereas, the IEDA Board approved the requested extension; and
Whereas, the parties now desire to amend the Contract as set forth in the attached
Second Contract Amendment.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. The Second 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 Second Contract Amendment to the Iowa
Economic Development Authority together with such other documents as may be
required.
Passed, approved, and adopted this 15th day of July, 2019.
Attest:
Ke in S. Firnstah , City Clerk
Roy D. Buol, Mayor
ECO1vOMIC DEVELOPMENT
ASSIS7'ANC'E CONZ'RA C'T
BY
ROCKFARM HOLDIl�1GS, INC,
THE CITY OF DUBUQUE,
AND THE
IOWA ECONOMIC DEVELOPMENT AUTHORITY '
CONTRACT NUMBER: 14-DF/TC-027
TABLE OF CONTENTS
ARTICLE 1: CONTRACT DURATION '
ARTICLE 2: DEFINITIONS
ARTICLE 3: AWARD TERMS '
ARTICLE 4: CONDITIONS TO DISBURSEMENT OF Fi1NDS AND ISSUANCE OF TAX
CREDIT NUMBER;DISBURSEMENT TERMS
ARTICLE 5: SECURITY REQUIREMENTS
ARTICLE 6: REPRESENTATIONS AND WAIZRANTIES
ARTICLE 7: COVENANTS OF THE RECIPIENT '
ARTICLE 8: COVENANTS OF THE COMMLJNITY
ARTICLE 9: EVENTS OF DEFAULT;NOTICE AND OPPORTUNITY TO CIJRE;AND
REMEDIES AVAILABLE TO IEDA
ARTICLE 10: MISCELLANEOUS
CONTRACT EXHIBITS
Exhibit A- Recipient's Financial Assistance Appiication(on file with IEDA),Application#
14-HQJP-025
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 �
Exhibit C- Description of the Project and Award Budget
E�ibit D- Job Obligations
Exhibit E- I�revocable Letter of Credit
Exhibit F- Promissory Note(s)
Contract#14-DF/TC-027 -2- F»u Appro,�ed 12;'l2 ,
Economic Development
Assistance Cont�act
RECIPIENT: ROCKFARM HOLDINGS, 1NC '
COMMUNITY: CITY OF DUBUQUE
CONTRACT NIJMBER: 14-DF/TC-027
AWARD DATE: FEBRUARY 21, 2014
AWARD AMT.—FiNANCIAL ASSISTANCE $336,000
AWARD AMT.—TAX INCENTIVES $62,400
This ECONOMIC DEVELOPMENT ASSISTANCE CONTRACT (Contract) is made as of the
Contract Effective Date by the Iowa Economic Development Authority(IEDA), 200 East Grand Avenue,
Des Moines, IA 50309, and Rockfarm Holdings, Inc (Recipient), 18353 Highway 20 West, East
Dubuque,IL 61025 and the City of Dubuque(Community), 50 West 13"'Street,Dubuque,IA 52001.
WHEREAS, the Recipient submitted an application to IEDA requesting assistance in the
financing of its Project as mare fully described in E�ibit C, Description of the Pr�oject and Ativard
Budget(the Project);and ',
WHEREAS, the Iowa Economic Development Autharity Board (IEDA Board) awarded the
Recipient assistance for the Project fi�om the funding sources identified herein (collectively, the Award),
all of which are subject to the terms and conditions set forth herein;and
NOW THEREFORE, in consideration of the mutual promises contained herein and intending to
be legally bound,the Recipient,the Community and IEDA agree to the following terms:
Contract#14-DF/TC-027 -3- F„�r,�ppro,�ed iz;'tZ '
ARTICLE l: CONTRACT DURATION
This Contract shall be in effect on the Contract Effective Date and shall remain in effect until after '
completion of each of the following: ,
(a) Through Project Period Completion Date. Through the Project Period Completion Date and for a ',
reasonable period of time after Project Period Completion Date during which IEDA will conduct Project ,
closeout procedures to verify that the Project was completed in compliance with Contract requirements. ',
(b) Throargh Maintenance Period Completion Date and Contf�act Closeoart. Through the Maintenance
Period Completion Date and for a reasonable period of time after Maintenance Period Completion Date
during which IEDA will conduct cioseout procedures to verify that the Project was maintained in
compliance with Contract requirements.
(c) Repayment or payn�ent Obligation. Until all outstanding amounts due to IEDA, if any, are
received by IEDA or all outstanding obligations to IEDA are satisfied in filll. ',
(d) Contract End Date. Until IEDA has completed Contract closeout procedures and provided ',
Recipient and Community with written Notice of Finai Contract Closeout. This Contract shall terminate ,
as of the date stated in the written Notice of Final Contract Closeout; such date shall be the Contract End
Date.
ARTICLE 2: DEFINITIONS
The following terms appiy to this Contract: ,
"Award" means the sum of any and all assistance provided by IEDA for the Project under this
Contract.
`Awar�d Date" means the date first stated in this Contract and is the date the IEDA Board approved
the awarding of financiai assistance to the Recipient for the Project. ,
`Base E�nployn�ent 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.
`Benefrts" means nonwage compensation provided to an employee. Benefits include medical and ;
dental insurance plans, pension, retirement, and profit-sharing plans, child care services, life insurance ,
coverage,vision insurance coverage, and disability insurance coverage. '
"Award Fzrnds" 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.
"Corrti�act End Date"means the date stated in the Notice of Final Contract Closeout issued by IEDA
pursuant to Article 1.
"Created Job" means a new, permanent, full-time equivalent (FTE) position added to a business's '
payroll in excess of the base employment levei at the time of application for tax incentives or project
completion assistance. ,
Contract#14-DF/TC-027 -4- F�m,appro��ed rznz I
"Forgivable Loan" means a form of an award made by IEDA to the Recipient for which repayment
is eliminated in part or entirely if the Recipient satisfies the terms of this Contract.
"Fadl-tirne e�trivalent job"or "fidl-time"means the employment of one person:
1.For 8 hours per day for a 5-day,40-hour workweek for 52 weeks per year, including paid holidays,
vacations and other paid leave; or
2. The number of hours or days per week, including paid holidays, vacations and other paid leave,
currently estabiished by schedule, custom, or otherwise, as constituting a week of full-time work for the ',
kind of service an individual performs for an employing unit, provided that the number of hours per week '',
is at least 32 hours per week for 52 weeks per year including paid holidays, vacations, and other paid '
leave.
For purposes of this definition, "employment of one person" means the employment of one natural
person and does not include `job sharing" or any other means of aggregation or combination of hours
worked by more than one natural person.
".Iob Obligations"means the jobs that must be created ar 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 requirements
shall not be counted toward a business's job creation or job retention obligations contained in Exhibit D.
The job obligations in E�ibit D include the business's base employment level and the number of new
jobs required to be created above the base employment levei.
"Labor•shed 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 E�ibit D of this contract.
"Loan" means an award of assistance with the requirement that the award be repaid with term,
interest rate, and other conditions specified as part of the conditions of the award. "Loan" includes
deferred loans, forgivable loans, and float loans. A "deferred loan" is one for which the payment for '
principal, interest, or both,is not required for some specified period.A"forgivable loan"is one fot•which ',
repayment is eliminated in part or entirely if the borro�ver satisfies specified conditions. A "float loan"
means a short-term loan(of not to exceed 30 months)made from obligated but unexpended.
"Maintenance Pe��iod" means the period of time between the Project Completion Date and the
Maintenance Period Completion Date.The Project must be maintained in Iowa for this period of time.
"Maintenance Period Cornpletion Date"means the date on which the Maintenance Period ends. The
specific date on which the project maintenance period ends is identified in E�ibit D. '
�
"Project" means the description of the work and activities to be completed by the Recipient as
outlined in E�ibit C-Description of the Project and Award Budget.
"Project Completion 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. ',
"Pr•oject 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
Contract#14-DF/TC-027 -5- F�»r AppYo,�ed tai�z
this state and provided in an expedient manner to ensure the successful completion of the start-up '
location,modernization, or expansion project. '
"Pr•oject Completion Periocl" means the period of time between the date financial assistance is '
awarded(the"award date")and the project completion date.
"Qual�ing Jobs" are those Created or Retained Jobs that meet ar exceed the Qualifying Wage
Threshold Requirement established to qualify for program funding for the programs providing assistance
to this Project.
"Qual�ing Wczge 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 E�ibit D,Job Obligations. '
"Retained.Iob"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.
"5ecin�iry Doczm�ents" means all security agreements, financing statements, mortgages, personal
and/ar coiporate guarantees required by the IEDA Board for this Award. ,
"Sufficient 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 ,
empioyee family coverage with a$1,500 maximum deductible; or '',
3. The employer provides medical coverage and pays the monetary equivalent of paragraph "1" or '�
"2" above in supplemental employee benefits. Benefits counted toward monetary equivalent could
include medical coverage, dental coverage, vision insurance, life insurance, pension, retirement (401k),
profit sharing,disability insurance,child care services.
"Tax Incentives" means the tax credits, refilnds and other authorized benefits IEDA has awarded for
this Project as detailed in Article 3.
"Totcrl Piroject Cost"means the cost incurred by the Recipient to complete the Project as described in
E�ibit C. '
ARTICLE 3: AWARD TERMS '
31 Total Award Amount. The IEDA Board has approved an Award to the Community and ',
Recipient from the funding sources and in the ma�cimum amounts shown below: !
DIRECT FINANCIAL ASSISTANCE FORM MAXIMUM` I,
AMOUNT
High Quality Jobs Program Loan $ 168,000
Forgivable Loan $ 168,000
TOTAL FINANCIAL ASSISTANCE: �336,000
TAX 1NCENTIVES
Contract#14-DF/TC-027 -6- r���r.tpp,�o,�e�t rz�la
High Quality Jobs Progam Tax Incentives $62,400
TOTAL STATE TAX INCENTI i�ES: $62,400
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): ',
E�ibit 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 Disbzrrsement. The obiigation of IEDA to make, continue or disburse fiinds under
this Contract shall be subject to the conditions described in this Article 4.
(b) Pf•ocess to Reqzrest Disbursement of Ativa�•cl Funds. Recipient shall prepare, sign and submit '
disbursement requests and reports as specified in this Contract in the form and content required by IEDA.
Recipient shall review all disbursement requests and verify that claimed expendihu•es are allowable costs. '
The Recipient shall maintain documentation adequate to support the claimed costs.
(c) Documents Sarb�nitted. Flinds will not be disbursed until IEDA has received the documents
described in section 4.3 below as well as the following additional documents, properly executed and
completed,and approved by IEDA as to form and substance:
1. Seczrriry Docarments. The fully executed Security Documents required in Article 5.
2. Promissory Note(s). The Promissory Note(s)required and described in the exhibit(s). '
3. Reqarests foy Disbursement. 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)Pi�ior Costs. No expenditures made prior to the Award Date may be inchided as Project costs. No
funds will be disbursed for expenditures prior to the Award Date.
(e) Cost Variation. In the event that the actual cost of the Project is less than the Total Project Cost
specified in Exhibit C, the Award Funds specified in Article 3.1 shall be reduced at the same ratio as the
reduction in the actual cost of the Project bears to the Total Project Cost specified in E�ibit B. Any
funds previously disbursed by IEDA in excess of the reduced direct financial assistance to be provided by
IEDA shall be returned to IEDA immediately upon RecipienYs receipt of a written request for repayment.
(fl Investment ofAtivard Funds.
1. In the event that the Award Funds are not immediately utilized,temporarily idle Award Funds ',
held by the Recipient may be invested provided such investments shall be in accordance with State law, ,
including but not limited to the provisions of Iowa Code chapter 12C concerning the deposit of public
fiinds. Interest accrued on temporarily idle Award Funds held by the Recipient shall be credited to and '
expended on the Project priar to the expenditure of other Award Funds.
Contract#14-DF/TC-027 -7- F,nr Approved 12/12
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 after the Project Completion Date.
Within ten(10)days of receipt of a written request from IEDA,Recipient shali inform IEDA in writing of
the amount of unexpended Award funds in the Recipient's possession or under the Recipient's control,
whether in the form of cash on hand,investments,or otherwise.
4.2 Tax Incentives—Conditions to Issuance of Tax Credit Number.
(a) Tccr C�edit Number Required to Claim Incentives. 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 TaY
Incentives.
(b) Issarance of Tax Cr•edit Nzrmber. Upon satisfaction of the conditions described in herein, IEDA ,
will issue a tax credit mimber to the Recipient for this Project. The tax credit number shall be used in
preparing any claims for T�Incentives
(c) Conditions to Isszrance of Tax Credit Nirmber. The obligation of IEDA to issue a tax credit
number shall be subject to the conditions precedent described in Article 4.
(d)Docatments Submitted. IEDA shall ha�e received the documents described in section 4.3, properly
executed and completed, and approved by IEDA as to form and substance,prior to issuing any tax credit
number.
4.3 Documents required.
(a) Contract. Fully executed Contract. ',
(b) Incorporation Documents. Copies of the Articles of Incorporation or the Articles of
Organization, whichever is appropriate, of the Recipient, certified in each instance by its secretary or
assistant secretary.
(c) Cef�tifzcate of Existence; Ce�°tificate ofAuthor�ity. A certificate of existence for the Recipient from
the State of incorporation or 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 anc� Tax Search ancl Documentation of Satisfactory Cr•edit History. Financing
statement, taY 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 secuiity under this Contract, and
documentation of satisfactory credit histoiy of the Recipient and guarantors, as appiicable, with no
judgments or unsatisfied liens or similar adverse credit actions.
(e) Other Reqzrirecl Docznnents. IEDA shall have received such other contracts, instruments,
documents, certificates and opinions as IEDA may reasonabiy request.
(fl Solid or• Hazardous Waste Auclit. To comply with Iowa Code section 15A.1(3)"b," if the '
Recipient generates solid or hazardous �vaste, 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.
Contract#14-DF/TC-027 -8- r»,r�fppro��ea r2i�z
(g) Release Form — Confidential Tax Infor�mation. 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 Depai�tment of Revenue for the purpose of evaluation and administration of tax ',
credit programs and other state financial assistance progams. ,
(h) Project Financial Cornmitments. The Recipient shall ha�e submitted documentation acceptable '
to IEDA fi�om the funding sources identified in Exhibit A committing to the specified financial
involvement in the Project and received the IEDA's approvai 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 Barilding Code Bur�eaat Approval. If any part of the Award proceeds will be used for the
construction of new buildings, bidding far construction shall not be conducted prior to the written
approval of the final plans by the State Building Code Bureau of the Iowa Department of Public Safety,
and only if either of the following applies:
1. The building or sh•ucture 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) Un��emedied 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) Redarction, discontinarance or alter•ation of state func�ing/p�°ograms. Any termination, reduction, I
or delay of funds or ta�c incentives available due, in whole or in part, to (i) lack of, reduction in, or a
deappropriation of revenues or tax incentives previously appropriated ar 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
of the IEDA all security agreements,financing statements,mortgages,personal and/or corporate
guarantees(the"Seczn�iry Doczrments")as required by the IEDA Board for this Award.
(a) For•m of Secarrity. This Contract shall be secured by the collaterai described below,shall be ',
incorporated as E�ibit E of this Contract, and shall remain in effect through the Contract End Date: ',
• Irrevocable Letter of Credit. ''
(b) Valzre of Collateral. The value, as reasonably determined by IEDA, of the security shall meet
or exceed the amount of Award funds disbursed.
Contract#14-DF/TC-027 -9- rnu appY�,�ea t2ilz
, (c) Adclitional or Substitute Collateral. In case of a decline in the market value of the security or
any part thereof, IEDA may require that additional or substitute collateral of quality and value satisfactory
to IEDA be pledged as security for this Award. The Recipient shall provide such additional or substitute
collateral within 20 days of the date of the request for additional or substitute collaterai to secure this
Award in an amount equal to or greater than the amount of outstanding Award funds.
(d)Annual Updated Financials fi•orn Ga4arantor•(s) Required. If the form of seclirity required as
described in paragraph (a) above is a guarantee, the Recipient shall annually provide IEDA with current
financial statements from the guarantor(s) identified in paragraph "a" above. For purposes of this
paragraph, "financial statements" inciudes 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
fi�equently than annually if IEDA has reason to believe that there has been an adveise change in the
financial condition of the guarantor(s). In which case, Recipient shall promptly submit the requested
updated financial statements.
5.2 Securitv for Tax Incentives Awarded. The Recipient shall not be required to secure any portion
of the Award that would be in the form of taY credits,if tax credits are awarded pursuant to this Contract. '
ARTICLE 6: REPRESENTATIONS AND WARRANTIES
6.1 Representations of Recipient. The Recipient represents and warrants to IEDA as follows: ,
(a) Organizatzon 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 fiill and adequate power to own its property and
conduct its business as now conducted, and is duly licensed or qualified and in good standing in each
jurisdiction in which the nature of the business conducted by it or the nature of the property owned or
leased by it requires such licensing or qualifying, except where the failure to so qualify would not have a
materiai adverse effect on the Recipient's ability to perform its obligations hereunder.
(b)Author•iry and Validiry of Obligations. The Recipient has filll 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 ar 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 autharized, executed and delivered by the
Recipient and constitute the valid and binding obligations of the Recipient and is enforceable against it in
accordance with its terms. This Contract and related documents do not contravene any provision of law
or any judgment, injunction,order,or decree binding upon the Recipient or any provision of the corporate
governance documents of the Recipient, nor does this Contract contravene or constitute a default under
any covenant,indenture or contract of or effecting the Recipient or any of its properties.
(c) 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 fairly 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 '
Contract#14-DF/TG027 - 10- r»�r app��o��e�iz-ra
than as indicated on such financial statements or, with respect to future periods, on the financial ''
statements furnished to IEDA. '
(e) No Mater•ial 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 ordinary 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 or otherwise)or the prospects of the Recipient. ',
(fl Fzrll Disclosure; Recipient's Financial Assistance Application. The statements and other ,
information furnished to the IEDA by Recipient in its Financial Assistance Application and in connection '
with the negotiation of this Contract do not contain any untrue statements of a material fact or omit a '
material fact necessary to make the matei•ial statements contained herein or therein not misieading. 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, Fi�anchises and Licenses. The Recipient owns, possesses, or has the right to use all
necessary patents, licenses, franchises, trademarks, trade names, trade styles, copyrights, trade secrets,
knowhow and confidential commercial and proprietary information to conduct its business as now
conducted,without known conflict with any patent, license, franchise,trademark,trade name,trade style,
copyright or other proprietary right of any other Person. As used in this Contract, "Per�son" 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•nmental Authority and Licensing. The Recipient has received all licenses, permits, and ',
approvals of all Federal, state, local,and foreign governmentai authorities,if any,necessary to conduct its '
business, in each case where the failure to obtain or maintain the same could reasonably be expected to ',
have a material adverse effect. No investigation or proceeding which, if adversely determined, could
reasonably be expected to result in revocation or denial of any material license, permit, or approval is
pending or,to the knowledge of the Recipient threatened.
(i) Litigation and Other Controversies. There is no litigation or governmental proceeding pending,
nor to the knowledge of the Recipient threatened, against the Recipient which if adversely determined
would result in any material adverse change in the financial condition, properties, business or operations
of the Recipient, nor is the Recipient aware of any existing basis for any such litigation or governmental
proceeding.
(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 taY returns required to be filed by the Recipient in any jurisdiction have, in fact, been
filed, and all taxes, assessments, fees and other governmental charges upon the Recipient 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 ha�e been provided. The Recipient knows
of no proposed additional tax assessment against it for which adequate provisions in accordance with
GAAP have not been made on its accounts. Adequate provisions in accordance with GAAP for taxes on
the books of the Recipient have been made for all open years,and for their current fiscal period.
(1) Other Contracts. The Recipient is not in default under the terms or any covenant, indenture or
Contract#14-DF/TG027 - 11 - F��u App,�o���a ui�z
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 or operations.
(m) No Event of Default. No Event of Default,as defined in Article 9,has occurred or is continuing. ,
(n) Compliance with Laws. The Recipient is in compliance with the requirements of all federal,
state and local laws, rules and regulations applicable to or pertaining to the business operations of the
Recipient and laws and regulations estabiishing 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 environmentai ar health and safety statutes and regulations or are the '
subject of any governmental investigation evaluating whether any remedial action is needed to respond to '
a release of any toxic or hazardous waste or substance into the environment, which non-compliance or ,
remedial action could have a material adverse effect on the financial condition, properties, business or ,
operations of the Recipient.
(o) Effective Date of Repf�esentations and War��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 disbursement of Award Funds is submitted to IEDA or each time
Tax Incentives are ciaimed by the Recipient.
6.2 Representations of Communitv.
(a)Local Approvals Received;Aarthor•ity and Validity of Obligations. The Community has secured all
necessary local approvals and has fiill right and authority to enter into this Contract. The person signing
this Contract has fuli authority on behalf of the Community to: ',
1. Sign this Contract,and '
2. Perforrrm each and all of the Community's obligations under this Contract.
The Contract delivered by the Community has been duly autharized, executed and delivered by the
Community and constitutes the valid and binding obligations of the Community and is enforceable
against it in accordance with its terms. This Contract and related documents do not contravene any
provision of law or any judgment, injunction,order or decree binding upon the Community, contravene or '
constitute a default under any covenant, indenture or contract of ar 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 Ativard Budget.
(c) No Material Ac�verse Change. Since the Award Date,there has been no material adverse change
in the Community's ability to perform its obligations under this Contract. ;
(d) Full Disclosure; Commzrnity's Financial Assistance Application. The statements and other '
information fiirnished 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 materiai 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) Gove��nmental Azrthoriry and Licensing. The Community has received all licenses, permits, and
Contract#14-DF/TC-027 -12- F»�r ApPYo�ea tzila
approvals of all federal, state, local, and foreign governmental authorities, if any,necessary to perform its
obiigations 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, ar approval is '
pending or,to the knowledge of the Community threatened.
(fl Litigation and Other Controversies. There is no litigation or governmental proceeding pending,
nor to the knowledge of the Community threatened, against the Community which if adversely
determined would result in any material adverse change in the Community's ability to perform under this
Contract nor is the Community aware of any existing basis for any such litigation or governmental
proceeding.
(g) No Event of Defazdt. No Event of Default by the Community, as defined in Article 9, has '
occurred or is continuing. '
(h) Compliance with Lcnvs. 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 ar 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��anties. The warranties and representations of this
Article are made as of the Contract Effective Date.
ARTICLE'7: COVENANTS OF THE RECIl'IENT
For the duration of this Contract,the Recipient covenants to IEDA as foilows:
7.1 Proiect Performance Obli�ations. '
(a) Use Ativar•d Fzrnds only for�Pr�oject. The Recipient shall use the Award Funds only for the Project ',
and for the activities described in E�ibit C -Description of the Project and Award Budget and this '',
Contract. Use of the Award Funds shall conform to the Budget far 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.
(b) Meet ana'Maintain Eligibility Requi�e�nents. Recipient shall continue to meet and maintain all
statutory eligibility requirements for the funding sources providing assistance under this Contract. ',
(c) Project Time Period. This Contract covers the five (5) year Project time period from the Award
Date through the Maintenance Period Completion Date.Recipient shall complete and maintain the Project
within the Project time period shown below:
Contract#14-DF/TC-027 -13- rt�u apPro,�ea iz�tz
CONIPLIANCE CONIPLIANCE
IYIEASURENiENT NIEASURENIENT
POINT POINT
A�vard Project Project �Taintenance ` Maintenance Period `Contract'<
Date Completion ' Completion Date Period Completion Date Closeout
Period
"Award Dnte" "Project "Project "t�tainte�tartce "Niainte�:ance Period IEDA will conduct
means the date Con:pletion Con:pletioi:Date" Period"means Co»�pletion Dnte" Contract Closeout
first stated in this Period"means the means the date the period of ineans the date 2 years procedures after all
Contract and is period of time detailed in E�ibit time beriveen from the Project events described in
the date the bet�veen the Award D.Recipient must the Project Completion Date and Article 1 have been
IEDA Board Date and the complete the Project Completion is the date on�vhich met.
approved the Project Completion by this date. Date and the the Maintenance
awarding of Date. Maintenance Period ends. "Contract EfTd Dnte"
financial At this point,IEDA Period means the date stated
assistance to the �vill review the Completion At this point,IEDA in IEDA's��7itten
Recipient for the Project to verify Date.The will review the Project Notice of Final
Project. compliance with Project must be to verify that it was Contract Closeout
Contract terms and maintained in maintained in that is issued
obligations. Iowa for this compliance with pursuant to Article 1.
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 compiy with
ail 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 E�ibit C-Description of the Project and Award Budget.
(fl Maintain P��oject thr•ough Maintenance Per�iod Completion Date. Recipient shall maintain the
Project through the Maintenance Period Completion Date. ',
(g) Maintain Project in Iowa During Contract Period. The Recipient shall at all times preserve and
maintain its existence as a corporation in good standing and maintain the Project in Iowa. The Recipient
will preserve and keep in force and affect all licenses, permits, fi•anchises, approvals, patents,trademarks,
trade names, trade styles, copyrights and other proprietary rights necessary to the proper conduct of its
respective Recipient.
7.2 Taxes and Insurance.
(a) Pay Taxes and Assess�nents. The Recipient shall duly pay and discharge all taYes, 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 Insa�r�ance. The Recipient shall insure and keep insured in good and responsible
insurance companies, all insurable property owned by it which is of a character usually insured by
Persons similarly situated and operating like properties against loss or damage from such hazards or risks
as are insured by Persons similarly situated and operating like properties; and the Recipient shall insure
such other hazards and risks (including empioyers' 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 nature and extent of the insurance maintained pursuant to this Articie.
Contract#14-DF/TG027 - 14- F�,�r App.o,�ea Iz,��a '
7.3 Preserve Proiect and Protect Security. '
(a) Maintenance of Properties. The Recipient shall maintain,preserve and keep its properties in good ',
repair,working order and condition(ordinary wear and tear excepted)and will from time to time make all ,
needful and proper repairs, renewals, replacements, additions and betterments thereto so that at all times
the efficiency ther•eof shall be fully preserved and maintained in accordance with prudent business
practices.
(b) Restrictions on Secu�•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
far this Project. ',
2. Place or permit any restrictions,covenants or any similar limitations on the Secured Property
ar in the Security Documents for the Project.
3. Remove from the Project site or the State all or substantially all of the Secured Property.
4. Create, incur or permit to exist any lien of any kind on the Secured Property.
7.4 Recipient Changes. ',
(a) No Changes in Recipient Operations. The Recipient shall not materially change the Project or the
nahlre of the business and activities being conducted, or proposed to be conducted by Recipient, as
described in the Recipient's approved application for funding,E�chibit A of this Contract, unless approved
in writing by IEDA prior to the change. ',
(b) Changes in Recipient Otivnership, Stf�uctzn•e ancl Conri•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 Required Reports.
(a)Review of Reports. The Recipient shall prepare,sign and submit required reports,in the form and
content required by IEDA,as specified in this Contract.
(b)Reports. The Recipient shall prepare,sign and submit the following reports to the IEDA ,
throughout the Contract period:
Report Due Date
Annual Pro�ect Status Report
The Annual Project Status Report will collect July 31S`for the period ending June 30th
information from the Recipient about the status ',
of the Project.
Contract#14-DF/TC-027 - 15- F„�r,�pP��o,�ea tz�12
End of Project Report
The End of Project Report will collect Within 30 days of Project Compietion 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) Additional Reports, Financial Statements as Requested by IEDA. The IEDA reserves the right to
require more frequent submission of reports if, in the opinion of the IEDA, more fi�equent 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 inciuding, but not limited to, income, expense, and retained earnings
statements.
7.6 Compliance with Laws.
(a) State, local and federal laws. Recipient shali comply in all material respects with the
requirements of all applicable federal,state and local laws,rules,regulations and orders.
(b) Environ�nental lativs. 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, fi�ures, equipment or its property required by reason of any applicable
environmental,hazardous waste or substance,toxic substance or underground storage laws or regulations.
(c) Nondiscri�nination lcnvs. Recipient shall comply in all material respects with all appiicable
federal, state, and local laws, rules, ordinances, regulations and orders applicable to the prevention of
discrimination in employment, including the administrative rules of the Iowa Department of Management
and the Iowa Civil Rights Commission which pertain to equal employment opportunity and affirmative '
action.
(d) Worker rights and safery. The Recipient shall comply in all material respects with all applicable
federal, state and local laws, rules, ordinances, regulations and orders applicable to worker rights and '
worker safety. ,
(e) Immigration Icnvs. Recipient shall only employ individuals legally authorized to work in this ',
state. In addition to any and all other applicable penaities provided by current law, ail 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 Compliance tivith IEDA's Adrninistrative Rzrles. Recipient shall comply with IEDA's
administrative rules for the programs providing assistance to the Project and rules governing ',
administration of this Contract. '
7.7 Inspection and Audit. The Recipient shall peimit 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. '
Contract#14-DF/TC-027 - 16- Fmr App,•oved 12i12 I
(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 Accozrnting Records. The Recipient is required to maintain its books, recards and all
other evidence pertaining to this Contract in accordance with GAAP and such other procedures specified '
by IEDA. '
(b) Access to Records. Records to verify compliance with the terms of this Contract shall be available
at all times, and made available to IEDA and its designees at places and times designated by IEDA, for
the duration of this Contract and any extensions thereo£Recipient shall make its records availabie to: (i)
IEDA; (ii) IEDA's internal or external auditors, agents and designees; (iii) the Auditor of the State of
Iowa;(iv)the Attorney General of the State of Iowa; and(v)the Iowa Division of Criminal Investigations
and any other applicable law enforcement agencies. '
(c) Records Retention Period. Recipient shall retain the records for a period of three (3)years fi•om
the Contract End Date, unless the records are the subject of an audit, investigation, or administrative or
legal proceeding. In those instances, the records shall be retained until the audit, investigation or ,
proceeding has been resolved. ',
7.9 Required Notices from Recipient to IEDA.
(a) Notice of Major•Changes. Recipient shall promptiy 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 ar refinancing of the Project.
(b) Notice of Proceeclings. Without limiting Section 7.9(a), Recipient shall promptly provide IEDA
with written notice of any claims, lawsuits, bankruptcy proceedings, or other proceedings brought against ;
Recipient that have a material adverse effect on Recipient's ability to compiete the Project in accordance '
with the terms of this Contract.
i ni f n n h 1 h ml h IEDA he S e
7.10 Indemmfication. The Recipient shall ndem fy, de e d a d o d ar ess t e , t tat
of Iowa, its departments, divisions, agencies, sections, commissions, officers, employees and agents from
and against all losses, liabilities, penalties, fines, damages and claims (including taxes), and all related
costs and expenses (including reasonable attorneys' fees a�id disbursements and costs of investigation, ;
litigation, settlement, judgments, interest and penalties), arising from or in connection with any of the
following: '�
(a) Any claim, demand, action, citation or legal proceeding arising out of or resulting from the
Proj ect;
Contract#14-DF/TG027 -17- �»raPp.o�e�rairz
(b) Any claim, demand, action, citation or legal proceeding arising out of or resulting from a breach ,
by the Recipient of any representation,warranty or covenant made by the Recipient in this Contract;
(c) Any claim, demand, action, citation or legal proceeding arising out of or related to occurrences
that the Recipient is required to insure against as provided for in this Contract; and ',
(d) Any claim, demand, action, citation or legal proceeding which results from an act or omission of '
the Recipient or any of their agents in its or their capacity as an employer of a person. '
7.11 Repavment of Unallowable Costs. Recipient shall repay any Award received or realized that is ,
determined by IEDA, its auditors, agents or designees, the Auditor of the State of Iowa, or similar ',
authorized governmental entity to be unallowable under the terms of this Contract.
ARTICLE 8: COVENANTS OF THE COMMUNITY
For the duration of this Contract,the Community covenants to IEDA as follows:
8.1 Local Match. The Community shall provide the local financial assistance for the Project as
described in E�ibit 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,struchlre 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 Recipient. An unremedied Event of Default can result in termination of this Contract
and repayment of all or a poi�tion of the Award Funds disbursed to Recipient and the value of the Tax
Incentives actually received,plus applicable default interest and costs.
(a) Events of Defaatlt Any one or more of the following shall constitute an "Event of Defaarlt"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 Security Doczrments. Default in the observance or performance of any ,
term of any Security Document if required in Article 5 beyond any applicable grace period set foi�th '
therein;or �,
4. Noncompliance tivitlz Contract. Default in the observance or performance of any other
provision of this Contract;or
5. Material Misrepresentation. Any representation or warranty made by the Recipient in this
Contract or in any statement or certificate furnished by it pursuant to this Contract, or made in E�ibit A, ,
Recipient's Financial Assistance Application, or in connection with any of the above, proves untrue in ,
Contract#14-DF/TG027 - 18- F»u appYo��e�t iz�iZ
any material respect as of the date of the issuance ar making thereof;or
6. Seczrrity 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 fa�or of the IEDA;ar
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. Adveyse Change in Financial Condition. Any change shall occur in the financial condition of
the Recipient which wouid have a material adverse effect on the ability of the Recipient to perform under
this Contract;or '
9. Bankr�uptcy or Similar Proceedings Initiated. Either the Recipient shall (i) have entered
involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) not
pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an
assignment for the benefit of creditors, (iv)appiy for,seek,consent to,ot•acquiesce in,the appointment of
a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its ;
property, (v) institute any proceeding seeking to have entered against it an order for relief under the
United States Bankruptcy Code as amended,to adjudicate it insolvent,or seeking dissolution,winding up,
liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors or faii to file an answer or other
pleading denying the material ailegations of any such proceeding filed against it, or(vi) fail to contest in
good faith any appointments or proceeding described below;ar
10. Appointment of Officials. A custodian, receiver, trustee, examiner, liquidator or similar
official shall be appointed far either the Recipient or any substantial part of any of its respective property, '
or a proceeding described above shali 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
1 L Insecaarity. IEDA shail in good faith deem itself insecure and reasonably believes, a$er �
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 materialiy impaired; or
12. Failure to Submit Requir�ed Reports. The Recipient fails to submit complete reports by the
required due dates as outlined in Article 7;or
13. Layoffs, Relocation or Closarr•e. The Recipient experiences a layoff,relocates or closes any of
its facilities within the state of Iowa;or '',
14. Hiring tivor•kers not authorized to tivor�k in state. The Recipient fails to only employ
individuals legally autharized to work in the state of Iowa. If Recipient is found to knowingly employ
individuals not legally authorized to work in the state of Iowa then, in addition to any and all other
applicable penalties provided by current law, all or a portion of the assistance received is subject to
repayment; or
15. Failure to Maintain Program Eligibility Requirements. Recipient fails to maintain a statutary
eligibility requirement for a program providing assistance under this Contract. '
Contract#14-DF/TG027 - 19- Fnn app.ol�ea rr�z '
(b) Notice of Default ancl Opportunity to Cuf•e. If IEDA has reasonable cause to believe that an Event '
of Default has occurred under this Contract, IEDA shall issue a written Notice of Default to the Recipient,
setting forth the nature of the alleged default in reasonable specificity, and providing therein a reasonable ,
period of time, which shall not be fewer than thirty (30) days from the date of the Notice of Default, in '
which the Recipient shall have an opportunity to cure,provided that cure is possible and feasible.
(c) Rernedies Available to IEDA. When an Event of Default has occurred and is not cured within the '
required time period,IEDA may,after written notice to Recipient: '
1. Terminate this Contract.
2. Suspend or reduce pending and firture disbursements. ',
3. Declare the principal and any accrued interest on any outstanding 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 or a portion of Award Funds disbursed.
5. Revoke or reduce authorized Tax Incentives.
6. Require full repayment of all or a portion of the value of TaY Incentives received.
(d) Pro Rata Repayment Permitted in Certain Circumstances. Barring any other Event of Default, if
the defauit is due solely to one of the following circumstances, IEDA will permit pro rata repayment of
the direct financial assistance received:
1. Failaare to Meet,Iob Obligations by Project Completion Date. If the Recipient does not meet
its Job Obligations as detailed in E�chibit D, Job Obligations, by the Project Completion Date, Recipient
shall repay a portion of the direct financiai assistance received. The amount to be repaid is caiculated
based on the number of jobs that are at or above the Qualifying Wage Threshold Requirement.
Repayment of any amounts due will be at the rate of$3,500.00 per unfilled�ob. This per job rate is
calculated as follows: $168,000 Fargivabie Loan Award Amount divided by 48 jobs to be
created/retained.
For example, if the Recipient is short by 10 jobs the amount to be repaid is $3,500.00 per job
multiplied by 10, for a total due of$35,000.00. Penalty interest shail 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. .7ob shortfall at Maintenance Period Co»zpletion Date. If the Recipient does not maintain its �
adjusted Empioyment 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.
3. Less than Total Project Cost at Project Cornpletion 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 from the date of first disbursement of Award
Contract#14-DF/TC-027 -20- r»���pPro,��a Iviz ,
Funds).
4. Repcayment Amount If Both Shortfall In.7ob Obligatiorrs and Less Than Total Project Cost. If
the Recipient experiences a shortfall in its Job Obligations and the Totai Project Cost is less than required,
IEDA will caiculate 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) Defazdt Interest Rate. If an Event of Default occurs and remains uncured, a default interest rate of
6% shall apply to repayment of amounts due under this Contract. The default interest rate shall accrue
from the first date Award Funds are disbursed or Tax Incentives are received.
(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 or Event of
Defauit 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 Defauit can result in termination of this
Contract and repayment by Community of all or a portion of the pledged local match, plus applicable '
default interest and costs. '
(a) Events of Defaarlt. Any one or more of the following shall constitute an "Event of Default by
Communiry"under this Contract:
1. Noncompliance with Covenants. Default in the observance or performance of any covenants
of the Community set forth in Articie 8,for more than five(5)business days; or
2. Material Misrep�•esentation. Any representation or warranty made by the Community in this ,
Contract or in any statement ar 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 materiai respect as of the date of the issuance or making thereof;or
(b) Notice ofDefaarlt and Opportunity to Carre. If IEDA has reasonable cause to believe that an Event
of Default has occuned under this Contract, IEDA shall issue a written Notice of Default to the
Community, setting forth the nature of the alleged default in reasonable specificity, and providing therein
a reasonable period time, which shall not be fewer than thirty (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) Remedies Available to IEDA. When an Event of Default by Community has occurred and is not
cured within the required time period, IEDA may, after written notice to Community:
1. Suspend or reduce pending and future disbursements to Community. ;
2. Require repayment by Community for the amotmt of local financial assistance pledged to the
Project but not provided.
(d) Default Interest Rate. If an Event of Default occurs and remains uncured, a default interest rate
of 6%shail apply to repayment of amounts due under this Contract. The default interest rate shall accrue '
from the first date Award Funds are disbursed ar TaY Incentives are received.
(e) Expenses. The Community agrees to pay to the IEDA ali expenses reasonably incurred or paid by
IEDA including reasonable attorneys' fees and court costs, in connection with any Default or Event of
Contract#14-DF/TC-027 -21- F„�r dpp.ove�izira
Default by the Community ar in connection with the enforcement of any of the teims of this Contract.
ARTICLE 10: MISCELLANEOUS.
10.1 Choice of Law and Forum; Governin�Law.
(a) In the event any proceeding of a quasi judicial or judicial nature is commenced in connection
with this Contract, the proceeding shall be brought in Des Moines, Iowa, in Polk County District Court
for the State of Iowa, if such coui�t 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 ar 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 accardance with the internallaws of the State of Iowa without regard to principles of conflicts of laws.
10.2 Contract Amendments. Neither this Contract nar any documents incorporated by reference in
connection with this Contract, may be changed, waived, discharged or terminated orally, but oniy as
provided below:
(a) Writing reqz�ired. 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 Boai°d revietiv. 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 f�) 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: '
Rockfarm Holdings,Inc
Todd Colin,CEO '',
18353 Highway 20 West ',
East Dubuque,IL 61025 ,
E-mail: todd.colin@rockfarm.com
Telephone: 815-573-0155 xt 102
Facsimile: 815-573-0153
To the IEDA at:
Iowa Economic Development Authority
Compliance '
200 East Grand Avenue
Des Moines,Iowa 50309
Contract#14-DF/TC-027 -22- F»u Approvea iaaz I
Attention: Business Development-Compliance '
E-mail: Compliance@iowa.gov '
Telephone: 515.7253000 '
Facsimile: 515.7253010 '
To the Commarnity at:
City of Dubuque
Maurice Jones,Economic Development Director
50 West 13`h Street '
Dubuque,IA 52001 ',
E-mail: mjones@cityofdubuque.arg '
Telephone: 563-589-4393 '
Facsimile: 563-589-1733
Each such notice, request or other communication shall be effective (i) if given by facsimile, when such
facsimile is transmitted to the facsimile number specified in this Article and a confirmation of such
facsimile has been received by the sender,(ii)if given by e-mail,when such e-mail is transmitted to the e-
mail address specified in this Article and a confirmation of such e-mail has been received by the sender,
(iii) if given by mail, five (5) days after such communication is deposited in the mail, certified or
registered with return receipt requested, addressed as aforesaid or(iv) if given by any other means, when ,
delivered at the addresses specified in this Article. '
10.4 Headin�s. 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 shail have the authority to reasonably assess whether the Recipient
has complied with the terms of this Contract. Any IEDA determinations with respect to compliance with
the provisions of this Contract shall be deemed to be final determinations pursuant to Iowa Code Chapter
17A, Iowa Administrative Procedure Act.
10.6 Waivers. No waiver by IEDA of any default hereunder shall operate as a waiver of any other
default or of the same default on any future occasion. No delay on the part of the IEDA in exercising any ',
right or remedy hereunder shall operate as a waiver thereof. No single or partial exercise of any right or �,
remedy by IEDA shall preclude future exercise thereof or the exercise of any other right or remedy.
10.7 Counterparts.This Contract may be executed in any number of counterparts,each of which shall
be deemed to be an original,but all of which together shall constihite but one and the same instrument.
10.8 Survival of Representations. All representations and warranties made herein or in any other
Contract document or in certificates given pursuant hereto or thereto shall survive the execution and
delivery of this Contract and the other Contract documents and shall continue in full force and effect with
respect to the date as of which they were made until all of Recipient's obligations or liabilities under this
Contract have been satisfied.
10.9 Severabilitv of Provisions. Any provision of this Contract which is unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without ,
invalidating the remaining provisions hereof or affecting the validity or enfarceability of such provision in
any other jurisdiction. All rights, remedies and powers provided in this Contract or any other Contract
document may be exercised only to the extent that the exercise thereof does not violate any applicable ,
mandatory provisions of law, and all the provisions of this Contract and any other Contract document are
Contract#14-DF/TG027 -23- F,�u Appro��ea rzitz
intended to be subject to all applicabie mandatory provisions of law which may be controlling and to be ,
limited to the e�ent necessary so that they wili not render this Conh•act or any other Contract document '
invalid or unenforceable. '
10.10 Successors and Assi�ns. This Contract 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 Nonassi�nment. This Contract shall not be assigned, in whole or in part, by Recipient unless
approved in writing by IEDA.
10.12 Termination. This Contract can be terminated under each of the following circumstances:
(a) Agreement of the Parties. Upon written agreement of the Recipient,the Community and IEDA.
(b) Unremedied Event of Default. As a result of the Recipient's or Community's unremedied Event
of Default pursuant to Article 9.
(c) Tef•rnination or redarction in firnding to IEDA. As a result of the termination or reduction of
funding to IEDA as provided in Article 4.4(c). ',
10.13 Documents Incoruorated bv Reference. The following documents are incorporated by
reference and considered an integal part of this Contract:
1. Exhibit A- Recipient's Financial Assistance Application(on file with IEDA),
Application#14-HQJP-025
2. E�ibit B-2 High-Quality Jobs Progam—Tax Credit Component Special Conditions
3. E�ibit B-3 High-Quality Jobs Program—Project Completion Assistance Component
Special Conditions
4. E�ibit C- Description of the Project and Award Budget ',
5. E�ibit D- Job Obligations ,
6. E�ibit E- Irrevocable Letter of Credit I
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- Recipient's Financial Assistance Application(on file with IEDA),
Application#14-HQJP-025
3. Exhibit B-2 High-Quality Jobs Program—TaY Credit Component Special Conditions
4. E�ibit B-3 High-Quality Jobs Progam—Project Completion Assistance Component
Special Conditions ,
5. E�ibit C- Description of the Project and Award Budget
6. Exhibit D- Job Obligations
Contract#14-DF/TC-027 -24- F,»r Appro,�ea rz,��a
� ( (
7. E�ibit E- Irrevocable Letter of Credit
8. E�ibit F- Promissoiy Note(s)
10.15 Inte�ration. This Contract contains the entire undeistanding 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.
IN WITNESS WHEREOF in consideration of the mutual covenants set fo��th 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 IEDA: FOR RECII'IENT:
BY: BY: � �
�- �. �S` �t�
Deborah V. Durham,Director Signature
Todd Colin CEO
Typed Name and Title
� ,� 04/23/2014
Date Date
FOR THE �OMMCJNITY:
BY: ���
t
i �4 . s�
Signahire
Roy D. Buol , Mayor
Typed Name and Title
May 5 , 2014
Date
Contract#14-DF/TC-027 -25- F�m app.o,�ed�z-iz
LIST OF EXHIBITS
E�ibit A- Recipient's Financial Assistance Application(on file with IEDA),Application# 14-
HQJP-025
E�ibit B-2 High Quality Jobs Progam—Tax Credit Component Special Conditions
E�ibit B-3 High Quality Jobs Progam—Project Completion Assistance Component Special
Conditions
Exhibit C- Description of the Project and Award Budget
E�ibit D- Job Obligations
E�ibit E- Irrevocable Letter of Credit '
E�ibit F- Promissoiy Note(s) ,
Contract#14-DF/TG027 -26- H»,��pp.o,�ed raiiz
EXHIBIT B—2
High Quality Jobs Program—Tax Credit Component
Special Conditions to Contract# 14-DF/TC-027
The following additional terms shall apply to the Contract:
SECTION l: ADDITIONAL DEFINITIONS. '
The following additional terms are defined in this Contract as follows:
"Capital Investment" means the investment spent on depreciable assets. The minimum Capital
Investment required for this Project is as stated in Section 2 of this E�ibit. The allowable categories of
expenditures for purposes of calculating Capital Investment are described in IEDA's adminish•ative rule
261 IAC 174.10.
"Investment Qual�ing for•the Tc�i Creclit"means new investment directly related to jobs created or
retained by the start-up, location, expansion or modernization for this Project. Not all of the expenditure '
categories used to calculate the "Investment Qaral�ing for the Taa 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.
"Qual�ing 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 E�ibit. 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 Distr�essed 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 ar the average annualized unemployment level for the most recent five-year period. ,
SECTION 2: TERMS AND CONDITIONS OF THE AWARD j
�
2.1 Award. The Recipient is awarded the following T� Benefits through the High Quality Jobs
Program,based on the minimal investment requirements described herein: $62,400.
2.2 Minimum Investment Requirements. As a condition of receiving Tax Benefits, the Recipient
shall meet the following minimum investment requirements:
(a) Capital Investment. $2,179,000 ;
(b) Qualifying Investment. $2,179,000 ,
(c) Investment Qualifying for Tax Credits. $2,035,000 ',
2.3 Additional Tax Benefits. The Recipient is eligible for additional incentives pllrsuant to Iowa
Code sections 15.326, et. seq. pursuant to its participation in the High Quality Jobs Program and its
obligations and rights under the Contract. The following TaY Benefits, in the maximum amounts shown
for each authorized benefit, are so available to the Recipient:
Contract#14-DF/TC-027 E�ibit B-2,Page 1 Fmt Update I1/12 I
Authorized Benefits Included in Award Maximum Amt.
Refitnd of Sales, Service, and Use Tcures. � yeS $58,800
❑ No
Refirnd of Sales Tcrces Attributable to Racks, Sl�elving, � yeS $0
and Conveyor Equipment. � No
Corporate Tczr Credit For Cei•tain Sales Taxes Paid By � yeS $0
Tl�ird Pa�•ry Developer•. � No
Investment Tc�r Cr•edit � yeS $0
� No
Resear•clz Activities Cr•edit. � yeS $3,600 '
❑ No '
Local Property Tax Exemption Provided by Con7n�unity � yeS $0 �i
� No
2.4 Conditions for Authorized Benefits. The Recipient is responsible to seek these additional
benefits through processes described in the applicable statues and corresponding administrative rules,
ordinances and procedures. The foilowing conditions shall apply to the benefits described in section 23
of this Exhibit.
(a)Refund Of Sales, Se�•vice Anc� Use Tcz�es Paid To Contractors Or Subcontractors. The Recipient '
is eligible for a refund of sales, service and use taYes 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 t�es paid under Iowa Code
chapters 422 and 423 for gas, electricity,water or sewer utility services,goods,wares,or
merchandise,or on services rendered,furnished,or performed to or for a contractor or
subcontractor and used in the fulfillment of a written contract relating to the construction or '
equipping of a facility of the Recipient. '
2. T�es attributable to intangible property and furniture and furnishings shall not be reftmded.
3. To receive a refund of the sales,service and use taYes paid to contractors or subcontractors,
the Recipient must:
i. Inform the Iowa Department of Revenue(IDR)in writing within two weeks of
project completion. For purposes of claiming this refitnd, "project co�npletion"
means the first date upon which the a�erage 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.
Contract#14-DF/TC-027 E�ibit B-2,Page 2 Frnt Update 11/12
(c) Reserved.
(d) Reserved.
(e) Supplefnental Research Activities Credit. The Recipient is eligible to claim an additional research
activities credit as provided in Iowa Code section 15.335 (2011 Supplement). This benefit is a tax credit
for increasing research activities in this state during the period the Recipient is participating in the ',
program.
(fl Reserved.
SECTION 3: ADDITIONAL COVENANTS
In addition to the Covenants described in Article 7 of the Contract, the Recipient shall be bound to the
additional covenants: '
3.1 Job Obligations. By the Project Completion Date, the Recipient shall create and/or retain the
number of FTE Created Jobs and Retained Jobs included in, for Retained Jobs, and above, for Created '
Jobs,the Recipient's 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 E�ibit D, Job Obligations. By the Project Completion Date and through the ,
Maintenance Completion Period Date,the Recipient shall: ',
(a) For the Created.7obs,pay 100%of the Qualifying Wage Threshold at the start of the Project
Completion Period,at least 120%of the Qualifying Wage Threshold by the Project Completion Date, and
at least 120%of the Qualifying Wage Threshold until the Maintenance Period Completion Date. ,
(b) For 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 Economically DistressedAreas the Qualifying Wage Threshold requirement ,
applicable to all phases of the project is 100%of the Qualifying Wage Threshold if the eligible business is '
located in an economically distressed area.
3.3 Provide Sufficient Benefits. 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-High Qualitv Jobs Pro�ram. 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.
Contract#14-DF/TC-027 Exhibit B-2,Page 3 Fmt Update I1/12 i
Calculation of the amount owed may be based on a sliding scale in certain circumstances and may include
interest assessed by IDR.Those circumstances are as follows:
(a) Failure to Meet Job Obligations by Project Completion Date. If the Recipient does not meet is
Job Obligations as detailed in E�ibit D,Job Obiigations by the Project Completion Date,Recipient shall
repay a percentage of the TaY Benefits it has received. The repayment percentage will be equal to the
percentage of jobs short 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 TaY 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.
(b) .7ob shortfall at Maintenance Period Completion Date. If the Recipient does not maintain its '
adjusted Employment Base through the Maintenance Period Completion Date,Recipient shall repay an
additional percentage of the TaY 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 Project Completion Date. If the Recipient does not complete the
Project with a Total Project Cost as stated in E�ibit 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 interest assessed by IDR)must be repaid.
(d) Repayment Arnoarnt 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 higher of these two amounts shall be the amount Recipient shall repay to IDR.
(e) Selling, Disposing, or�Razing of Pr•operry. 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 e�sting
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 taY credit claimed if the property ceases to be approved for the t�credit within
one fiill year after being placed in service.
2. 80%of the tax credit claimed if the property ceases to be approved far the tax credit within
two full years after being placed in service.
3. 60%of the tax credit claimed if the property ceases to be approved for the tax credit within
three full years after being placed in service. ;
4. 40%of the tax credit claimed if the property ceases to be approved for the tax credit within
four full years after being placed in service.
Contract#14-DF/TG027 Exhibit B-2,Page 4 Fmt Update 11/12 ',
5. 20%of the tax credit claimed if the property ceases to be approved for the t�credit within
five full years after being placed in service.
(fl Qaral�ing Investment. 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 requirement,
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 T�Benefits
as the Recipient failed to invest.
3. If the Recipient has met mare than 75 percent but not more than 90 percent of the Qualifying '
Investment requirement,the Recipient shall repay one-quai�ter of the percentage in benefits as
the Recipient failed to invest.
-End of Exhibit B—2- '
Contract#14-DF/TC-027 Exhibit B-2,Page 5 Fntt Update I1/12
EXHIBIT B—3
High Quality Jobs Program—Project Completion Assistance Component
Special Conditions to Contract# 14-DF/TC-027
The following additional terms shall apply to the Contract:
SECTION 1: ADDITIONAL DEFINITIONS.
The following additional terms are defined in this Contract as follows:
"Economically Disri•essed Arecr" means a county that ranks among the bottom 25 of all Iowa '
counties, as measured by either the average monthly unemployment level for the most recent 12-month ',
period or the average annualized unemployment level for the most recent five-year period. ',
SECTION 2 : TERMS OF THE AWARD.
2.1 Descrintion of Award. $336,000 of the Award shall be from the High Quality Jobs Program -
Project Completion Assistance Component.
2.2 Form of Assistance. The Award, o�• portion thereof, made through the High Quality Jobs
Program-Proj ect Completion Assistance Component shall be in the following form(s):
(a)Loan.The Loan shall be awarded to Recipient on the following terms and conditions:
1. Amount: $ 168,000.
2. Interest Rate: 0%;interest shall accrue from the date of first disbursement of funds.
3. Term: Sixty(60)months.
4. Promissory Note. The obligation to repay the Loan shall be evidenced by a Promissoiy Note
executed by the Recipient. ,
5. Pr�epayrnent. The outstanding principal and accrued interest of this Loan may be prepaid in
part or in fiill at any time without penalty. ',
6. Accele��ation arpon Defazrlt. 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 ail accrued interest immediately due and payabie.
(b)Forgivable Loan. The Forgivable Loan shall be awarded to Recipient on the following terms and
conditions:
1. Amount: $ 168,000.
2. Interest Rate: 0%; Interest accrues from the date of first disbursement of funds.
3. Term: Sixty(60)months. ,
Contract#14-DF/TG027 E�ibit B-3,Page 1 FnatApproved 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 Fargivable Loan will be forgiven if the Recipient:
(i) Completes the Project Performance Obligations in Ai�ticle 7 of the Contract by the
Project Completion Date,and
(ii) Maintains the Project Performance Obligations in Article 7 through the Maintenance
Period Completion Date,and
(iii) Satisfies all other terms and of this Contract,and '
(iv)Is not in default under this Contract. '
6. Prepayment. The outstanding principal and accrued interest of this Forgivable Loan, or any
part thereof that is not forgiven,may be prepaid in part or in fiill at any time without penalty.
7. Acceleration upon Default. If there is a failure to pay any installment of principal and interest
when due, or only a portion is paid, ar in the event of any other Event of Default under this Contract, the
IEDA may declare the entire unpaid principai and all accrued interest immediately due and payabie. ,
(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 E�ibit: '
• None.
SECTION 3: ADDITIONAL COVENANTS '
In addition to the Covenants described in Article 7 of the Contract, the Recipient shall be bound to the
additionai covenants:
3.1 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 ObliEations. The Qualifying Wage Threshold rates specific to this Contract that must be
met are stated in E�ibit D, Job Obligations. By the Project Completion Date and through the '
Maintenance Completion Period Date,the Recipient shall: ',
(d) For the Created.7obs,pay 100%of the Qualifying Wage Threshoid 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 Tlveshold until the Maintenance Period Completion Date.
Contract#14-DF/TG027 E�chibit B-3,Page 2 F»:t Approved 12/12 ',
(e) For the Retained.Iobs,pay at least 120%of the Qualifying Wage Threshold throughout both the ,
Project Completion Period and the Maintenance Period. ''
(fl For projects in Economically Distr•essed Areas the Qualifying Wage Threshold requirement
applicable to ail phases of the project is 100%of the Qualifying Wage Threshold if the eligible business is
located in an economically distressed area. ,
3.3 Provide Sufficient Benefits. The Recipient shall provide all employees included as part of the �
� job and wage obligations with Sufficient Benefits. � �
-End of E�ibit B—3 -
i
il
Contract#14-DFfTG027 Exhibit B-3,Page 3 Fmt Approved 12/12 '
DESCRIPTION OF THE PROJECT AND AWARD BUDGET
(EXHIBIT C)
Name of Recipient: Rockfarm Holdinss,Inc
Name of Community: City of Dubuque '
Contract Number: 14-DF/TC-027
PROIECT DESCRIPTION
Rockfarm Holdings,lnc will construct a 10,000 sf building for office space. ',
�4WARD BUDGET
SOURCE OF FUNDS AMOUNT FORM USE OF FUNDS COST
IEDA Programs *Land Acquisition $75,000
HQ1P Financial Assistance $168,000 Loan *Site Preparation $160,000
HQ1P Financial Assistance $168,000 Forgivable Loan *Building Acquisition
HQJP Tax Credit lSee Below *Building Construction $1,800,000
*Building Remodeling
Cash/Equity $501,000 Lease Payments ,
Galena State Bank $1,672,000 *Mfg Machinery and Equipment ',
Other Machinery and Equipment ,
Racking,Sheiving,etc.
*Computer Hardware
Computer Software
*Furniture and Fixtures $144,000
Working Capital
Research and Development $240,000 ',
Other(Architect) $90,000 �
*included as capital investment if
awarded tax credit program
Total $2,509,000 Total $2,509,000
�$62,400 estimated benefit value
OTHER FUNDING
SOURCE OF FUNDS TOTAL AMOUNT FORM/TERM USED AS MATCH '
TIF Rebate $558,403 10 yr 92% Yes ',
Tax Abatement '
260E 1ob Training
In-Kind Contributions
RISE
RED
Other
EXHIBIT D—JOB OBLIGATIONS
Recipient: Rockfarm Holdings,Inc
Community: CiTy of Dubuque
Contract Number: 14-DF/TC-027
This Project has been awarded benefits from the High Quality Jobs Program (HQJP)—TaY 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 fiill-time jobs(including their�vage 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 fotmd in the"Total Job Obligations"column.
HQJP JOB OBLIGATIONS Employment Jobs Total
Project Complefion Date: February 28,2Q98 Base ' fio Be Created Job
Maintenance Period Comp(etion Date: February 28,2020 ,Obligations '
Total employment at project location 0 48 48
Average wage of total employment at project location N/A
Qualifying Laborshed Wage threshold requirement(per hr) $19.73 (120%) ,
Number of jobs at or above qualifying wage 0 48 48 '
Average Wage of jobs at or above qualifying wage N/A ',
Notes re: Qualifvin�Wages
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-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 Eqativalent(FTE).7ob"to mean the employment of one person for 8
hours per day for a 5-day,40-hour workweek for 52 weeks per year,including paid holidays,
vacations and other paid leave. i
�
❑ The Recipient shail 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 E�ibit E to the Contract.
Contract#14-DF/TC-027 F�nt Approved 09/10
EXHIBIT F—PROMISSORY NOTE
FORGIVABLE LOAN
Recipient: Rockfarm Holdings,Inc ,
Community: City of Dubuque
Contract Number: 14-DF/TC-027 ,
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 ONE
HUNDRED SIXTY EIGHT THOUSAND DOLLARS ($168,000) 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 14-DF/TC-027 ("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.
Thi n e shall be secured b the Securit s ecified in the Contract.
s ot
Y Y P
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. '
ROCKFARM H LDINGS,INC ,
By: '
Todd Colin, CEO ,
Print or Type Name, Title
Address: 18353 HIGHWAY 20 WEST
EAST DUBUQUE, IL 51025
Date: 04/23/2014
EXHIBIT F—PROMISSORY NOTE
LOAN
Recipient: Rockfarm Holdings,Inc
Community: City of Dubuque
Contract Number: 14-DF/TC-027
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 ONE HUNDRED SIXTY EIGHT THOUSAND DOLLARS
($168,000) with interest thereon at ZERO PERCENT (0%)to be paid as follows:
Sixty (60) monthly payments of$2,800.00 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 ail 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. '
i
ROCKF M LDINGS, INC j
By:
���� �c.>�.� �C� '
Print or Type Name, Title
Address: 18353 HIGHWAY 20 WEST
EAST DUBUQUE, IL 51025
D ate: ��� �� ���
CONTRACT AMENDMENT
RECIPIENT: Rockfarm Holdings, Inc.
MASTER CONTRACT #: 14-DF/TC-027
AMENDMENT #: 2
EFFECTIVE DATE: June 21, 2019
THIS CONTRACT AMENDMENT is made by and among the IOWA ECONOMIC
DEVELOPMENT AUTHORITY, (hereafter "IEDA"), 200 East Grand Avenue, Des Moines, Iowa
50309, an agency of the State of Iowa, Rockfarm Holdings, Inc. ("Recipient"), 18353 Highway 20
West, East Dubuque, IL 61025, 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.
1bl)- CO\ (c0
PRINT/TYPE NAME, TITLE Date
FOR IEDA:
Deborah V. Durham, Director
Date
Roy D. Buol, Mayor
PRINT/TYPE NAME, TITLE
July 15, 2019
Date
EXHISIT D —JOB OBLIGATIONS
Revised on June 21, 2019
Recipient: Rocicfarm Holdings, Inc.
Community: City of Dubuque
Cont�•act Number: 14-DF/TC-027
This Pi•oject has been awarded benefits fi-om the Higl�Quality Jobs Pi-ogram(HQJP)—Tax Ci•edit Compone�lt and Higl�
Quality Jobs Program (HQJP)—Financial Assistance Component. The chart below outline the contractual job obligations
related to this Project.
Data in the"Employment Base" cohimil has been verified by the Autl�ority and reflects the employ���ent characteristics of
the facility receiving fiu�ding 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 outli��es the new full-time jobs(including tl�eir wage cl�aracteristics)th�t must be
added to the employment Uase and, if applicaL-le,statewid�employment Uase as a result of this award.
At the Project Completion Date and through the Maintenance Period Completion Date,the Business must achieve(at a
mi��im�im)the numbers fou��d ii�the"Total Job Obligations" column. �
HQJP JOB OBLIGATIONS Employment Jobs Total
Project Completion Date: ��"r� �^, �A `'n'° February 28, 2020 Base To Be Created Job
Maintenance Period Completion Date: ��"����r„ ''A' ''n`'� February 28, 2022 Obligations
Total employment at project location 0 48 48
Average wage of total employment at project location N/A
Qualifying Laborshed Wage threshold requirement (per hr) $19.73 (120%)
Number of jobs at or above qualifying wage 0 48 48
Average Wage of jobs at or above qualifying wage N/A
Notes re: Qualifyin�Waaes �
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-standard work week(8 how-s a day, 5 days a weelc, 52
weelcs a year including holidays, vacation and other paid leave), check the boa below and describe that
alternative schedule. The alternative schedule must meet the requirements of 261 IAC 173.2. ) By not
checking the boY ancl not provicling the alternative schedule, IEDA will consider"Full-ti�ne Equivnle��t (FTE)
Job"to mean the employment of one person foc 8 hours per day for a 5-day, 40-hour workweelc foc 52 weeks per
year, including}�aid holidays,vacations and other paid leave.
❑ Tl�e Recipient shall use an alternative worl<weel<for purposes of its employees desc►•ibed in the Contract.
The alternative worl<weelc is as follows: [desci-iptio��]. ,
�-