Crown Holdings, Inc. Contract with Iowa Economic Authority (IEDA) Copyrighted
August 19, 2019
City of Dubuque Action Items # 2.
ITEM TITLE: Crown Holdings, Inc. Contractwith lowa Economic
Development Authority(I E DA)
SUMMARY: City Manager recommending approval of a contract among
Crown Holdings, Inc. and Subsidiaries and Crown Cork&
Seals USA, Inc., the Cityof Dubuque, and the lowa
Economic DevelopmentAuthority.
RESOLUTION Authorizing the execution of a contract for
State Business Financial Assistance by and among Crown
Holdings, Inc., and Subsidiaries and Crown Cork& Seals
USA, Inc., the Cityof Dubuque, lowa, and the lowa
Economic DevelopmentAuthority
SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Adopt
Resolution(s)
ATTACHMENTS:
Description Type
Crown Holdings State of lowa Business Finance City Manager Memo
Assistance Contract-MVM Memo
Staff Memo Staff Memo
I EDA Contract Supporting Documentation
Resolution of Approval Resolutions
Dubuque
THE CITY OF �
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: State of lowa Business Financial Assistance Contract among Crown
Holdings, Inc. and Subsidiaries and Crown Cork & Seals USA, Inc., City of
Dubuque, and lowa Economic Development Authority
DATE: August 13, 2019
Economic Development Director Jill Connors recommends City Council approval of a
contract among Crown Holdings, Inc. and Subsidiaries and Crown Cork & Seals USA,
Inc., the City of Dubuque, and the lowa Economic Development Authority.
Crown Holdings, Inc. and Subsidiaries and Crown Cork & Seals USA, Inc. (Crown) is a
leading manufacturer of packaging for consumer products. Crown manufactures
packaging for aerosol cans, beverages, food, promotional items, goods in transit and
other various products. Crown is a Fortune 500 company with operations in 47
countries, employing over 33,000 people with net sales of $11.2 Billion. Crown was
founded in Baltimore in 1892 and has grown to operating 241 manufacturing plants and
sales and service facilities throughout the world today. Crown is headquartered in
Yardley, Pennsylvania.
Crown plans to lease 111,000 square feet in an existing building at 7500 Chavenelle
Road in the Dubuque Industrial Center West and anticipates creating 42 full-time
permanent jobs.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
v
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: State of lowa Business Financial Assistance Contract among Crown
Holdings, Inc. and Subsidiaries and Crown Cork & Seals USA, Inc., City
of Dubuque, and lowa Economic Development Authority
DATE: August 12, 2019
INTRODUCTION
This memorandum presents for City Council review and approval a resolution
authorizing Contract 20-HQJP-001 among Crown Holdings, Inc. and Subsidiaries and
Crown Cork & Seals USA, Inc., the City of Dubuque, and the lowa Economic
Development Authority (IEDA).
BACKGROUND
Crown Holdings, Inc. and Subsidiaries and Crown Cork & Seals USA, Inc. (Crown) is a
leading manufacturer of packaging for consumer products. Crown manufactures
packaging for aerosol cans, beverages, food, promotional items, goods in transit and
other various products. Crown is a Fortune 500 company with operations in 47
countries, employing over 33,000 people with net sales of $11.2 Billion. Crown was
founded in Baltimore in 1892 and has grown to operating 241 manufacturing plants and
sales and service facilities throughout the world today. Crown is headquartered in
Yardley, Pennsylvania.
Crown is planning to open operations in Dubuque. The company plans to lease
111,000 square feet in an existing building at 7500 Chavenelle Road in the Dubuque
Industrial Center West. Transfer of the company's existing equipment and acquisition of
new equipment is estimated to be a $5 Million investment.
In addition to the physical improvements, Crown anticipates creating Forty-Two (42) full-
time permanent jobs with highly competitive annual and hourly wages.
DISCUSSION
On July 15, 2019, City Council approved Resolution 267-19, authorizing the Mayor to
execute an application to IEDA for financial assistance, and directing the City Manager
to submit the Application to IEDA with other required documents.
On July 19, 2019, IEDA approved Contract 20-HQJP-001 with the following award: The
company has been awarded up to $239,568 in tax incentives and a forgivable loan of
$250,000, assuming compliance with the Contract. The local match for the state
assistance package is being provided through a $200,000 loan from ECIA Business
Growth.
RECOMMENDATION/ ACTION STEP
The action step for the City Council is to adopt the attached resolution approving the
Contract.
Prepared by: Jill Connors, Economic Development, 50 W. 13th Street, Dubuque IA 52001, 563 589-4393
Return to: Jill Connors, Economic Development, 50 W. 13th Street, Dubuque IA 52001, 563 589-4393
RESOLUTION NO. 305-19
AUTHORIZING THE EXECUTION OF A CONTRACT FOR STATE BUSINESS
FINANCIAL ASSISTANCE BY AND AMONG CROWN HOLDINGS, INC. and
Subsidiaries and Crown Cork & Seals USA, Inc., THE CITY OF DUBUQUE, IOWA, AND
THE IOWA ECONOMIC DEVELOPMENT AUTHORITY
WHEREAS, Crown Holdings, Inc. and Subsidiaries and Crown Cork & Seals USA, Inc.
(Crown Holdings) has proposed making an approximately Four Million Eight Hundred
Eighty Thousand Dollar ($4,880,000.00) investment in a machinery and equipment.
purchase/installation, building remodeling, and capital lease costs at the property at 7500
Chavenelle Road in the City of Dubuque, Iowa which will allow the creation of f Forty -Two
(42) full-time jobs in the City (the Project); and
WHEREAS, the City Council of the City of Dubuque, Iowa has considered the proposal
and has determined that the Project will contribute to the local economy; and
WHEREAS, financial assistance from the Iowa Economic Development Authority is
designed to assist in the economic development efforts of local jurisdictions; and
WHEREAS, the Iowa Economic .Development Authority has requested execution of an
Economic. Development Assistance Contract in order to finalize incentives and document
associated terms for the Project.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA:
Section 1. That the execution of the Economic Development Assistance Contract 20-
HQJP-001 for participation in the Iowa Economic Development Authority's Financial
Assistance Program on behalf of Crown Holdings, Inc. and Subsidiaries and Crown Cork
& Seals USA, Inc., a copy of which is attached hereto, is hereby approved.
Section 2. That the Mayor is hereby authorized to execute and the City Manager is
hereby directed to submit Economic Development Assistance Contract 20-HQJP-001 to
the Iowa Economic Development Authority together with such other documents as may
be required.
Passed, approved, and adopted this 19th day of August, 20
Attest:
K� vin S. Firnstahl, City Clerk
4,/
Roy D. Buol, Mayor
10.15 Integration. This Contract contains the entire agreement between the Parties relating to the Project.
Any representations that may have been made before or after signing this Contract, which are not contained
herein, are nonbinding, void and of no effect. None of the Parties has relied on any such prior representation
in entering into this Contract.
IN WITNESS WHEREOF in of the mutual covenants set forth above and for other
good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby
acknowledged, the parties have entered into this Contract and have caused their duly authorized
representatives to execute this Contract, effective as of the latest date stated below (Contract Effective
Date).
FOR IEDA: FOR RECIPIENT:
BY: BY:
Deborah V. Durham, Director Signature
Typed Name and Title
Date Date
FOR THE COMUNITY:
BY:
2
E' Li'
Signature
Roy D, uol, Mayor
Typed Name and Title
August 19, 2019
Date
Contract # 20-HQJP-001 - 25 -
Fmt Approved 10/2018
ECONOMIC DEVELOPMENT
ASSISTANCE CONTRACT
BY
CROWN HOLDINGS, INC. AND SUBSIDIARIES AND
CROWN CORK & SEALS USA, INC.,
THE CITY OF DUBUQUE,
AND THE
IOWA ECONOMIC DEVELOPMENT AUTHORITY
CONTRACT NUMBER: 20-HQJP-001
TABLE OF CONTENTS
ARTICLE 1: CONTRACT DURATION
ARTICLE 2: DEFI�TIONS
ARTICLE 3: AWARD TERMS
ARTICLE 4: CONDITIONS TO DISBURSEMENT OF FUNDS AND ISSUANCE OF TAX
CREDIT NUIVIBER;DISBURSEMENT TERMS
ARTICLE 5: SECURITY REQUIREMENTS
ARTICLE 6: REPRESENTATIONS AND WARRANTIES
ARTICLE 7: COVENANTS OF THE RECIPIENT
ARTICLE 8: COVENANTS OF THE COIVIMU�TY
ARTICLE 9: EVENPS OF DEFAULT;NOTICE AND OPPORTUNITY TO CURE; AND
REMEDIES AVAILABLE TO IEDA
ARTICLE 10: MISCELLANEOUS
CONTRACT EXHIBITS
Ez�hibit A- RecipienYs Financial Assistance Application(on file with IEDA), Application#
BFAA-000134
Ez�hibit B-1 High Quality Jobs Program-Tax Credit Special Conditions
Ez�hibit B-2 High Quality Jobs Program—Project Completion Assistance Component Special
Conditions
Ez�hibit C- Description of the Project and Award Budget
Ez�hibit D - Job Obligations
Ez�hibit E- Reserved
Ez�hibitF - Reserved
Conhact#20-HQJP-001 -2- �r„e app.00ea 1 oizo!a
Economic Development
Assistance Cont�act
RECIPIENT: CROWN HOLDINGS, INC. AND
SUBSIDIARIES AND CROWN CORK &
SEALS USA, INC.
COMMUNITY: CITY OF DUBUQUE
CONTRACT NUMBER: 20-HQJP-001
AWARD DATE: NLY 19, 2019
AWARD AMT. —FINANCIAL ASSISTANCE $250,000
AWARD AMT. —TAX INCENTIVES $239,568
This ECONOMIC DEVELOPMENT ASSISTANCE CONTRACT (Contract) is made as of the
Contract Effective Date by the Iowa Economic Development Authority (IEDA or Authority), 200 East
Grand Avenue, Des Moines, IA 50309, and Crown Holdings, Inc. and Subsidiaries and Crown Cark &
Seals USA, Ina (Recipient), 770 Township Lane Road, Yardley, PA 19067 and the City of Dubuque
(Community), 50 West 13"' Street, Dubuque,IA 52001.
WHEREAS,the Recipient submitted an application to IEDA requesting assistance in financing its
Project as more fully described in Exhibit C, Description of the Project and Award Budget(the Project);
and
WHEREAS, the Iowa Economic Development Authority Board (IEDA Board) awarded the
Recipient assistance far the Project from the funding sources identified herein(collectively,the Award), all
of which are subject to the terxns 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:
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ARTICLE L• CONTRACT DLTRATION
This Contract shall be in effect on the Contract Effective Date and shall remain in effect until after
completion of each of the following:
(a) Through Project Completion Date. Through the Project Completion Period and for a reasonable
period of time after Project Completion Date during which IEDA will conduct Project closeout procedures
to verify that the Project was completed in compliance with Contract requirements.
(b) Through Maintenance Period Completion Date and Contract Closeout. Through the Maintenance
Period Completion Date and for a reasonable period of time after Maintenance Period Completion Date
during which IEDA will conduct closeout procedures to verify that the Project was maintained in
compliance with Contract requirements.
(c) Repayment or PaymentObligation. Until all outstanding amounts due to IEDA,if any,are received
by IEDA or all outstanding obligations to IEDA are satisfied in full.
(d)ContractEnd Date. Until IEDA has completed Contract closeoutprocedures and provided Recipient
and Community with written Notice of Final Contract Closeout. This Contract shall terminate as of the date
stated in the written Notice of Final Contract Closeout. Such date shall be the Contract End Date.
ARTICLE 2: DEFINITIONS
The following terms apply to this Contract:
`Affiliate"means any entity to which any of the following applies:
a. Directly, indirectly, or constructively controls another entity.
b. Is directly, indirectly or constructively controlled by another entity.
c. Is subject to the control of a common entity. A common entity is one which owns directly or
individually more than ten percent of the voting securities of the entity.
`Award"means any and all assistance provided by IEDA far the Project under this Contract.
`Award Date"means the date first stated in this Contract and is the date the IEDA Board approved the
award of financial assistance to the Recipient for the Project.
`Award Funds" means the cash that is provided by IEDA far this Project as Project Completion
Assistance, including loans.
`Base Employment Level" means the number of Full-Time Equivalent positions as established by
IEDA and Recipient using RecipienYs payroll records, as of the date Recipient applied for Tax Incentives
or Project Completion Assistance. The number of jobs Recipient has pledged to create and retain shall be
in addition to the Base Employment Level.
`Benefits" means nonwage compensation provided to an employee. Benefits include medical and
dental insurance plans, pension, retirement, and profit-sharing plans, child care services, life insurance
coverage,vision insurance coverage, and disability insurance coverage.
`Brawnfield site" means an abandoned, idled, or undenxtilized property where expansion or
redevelopment is complicated by real or perceived environmental contamination.Abrownfield site includes
property contiguous with the site on which the properly is located. A brownfield site does not include
property which has been placed, or is proposed for placement, on the national priorities list established
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pursuant to the federal Comprehensive Environxnental Response, Compensation, and Liability Act, 42,
U.S.C. 9601 et seq. In order to administer similar programs in a similar manner, the IEDA will attempt to
apply this definition in substantially the same way as similar definitions are applied by the Brownfield
Advisory Council established in Iowa code section 15.294 and may consult members of the council or other
staff as necessary.
"ContractEffective Date"means the latest date on the signature page of this Contract.
"Contract End Date"means the date stated in the Notice of Final Contract Closeout issued by IEDA
pursuant to Article 1.
"Created Tob" means a new, perxnanent, Full-Time Equivalent (FTE) position added to RecipienYs
payroll in excess of the Base Employment Level at the time of application far Tax Incentives or Project
Completion Assistance.
`F'orgivable 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.
`F'ull-Time Eguivalentjob," `F'TE,"or `full-time"means the employment of one person:
1. For 8 hours per day for a 5-day, 40-hour workweek for 52 weeks per year, including paid holidays,
vacations and other paid leave; or
2. The number of hours or days per week, including paid holidays, vacations and other paid leave,
currently established by schedule, custom, or otherwise, as constituting a week of full-time wark far the
kind of service an individual perforxns for an employing unit, provided that the number of hours per week
is at least 32 hours per week for 52 weeks per year including paid holidays,vacations, and other paid leave.
For purposes of this definition, "employment of one person" means the employment of one natural
person and does not include `job sharing" or any other means of aggregation or combination of hours
worked by more than one natural person.
"Gra�eld site"means a property meeting all of the following requirements:
a. The property has been developed and has infrastructure in place, but the property's current use is
outdated or prevents a better or more efficient use of the property. Such property includes vacant,blighted,
obsolete, or otherwise undenxtilized property.
b. The properly's improvements and infrastructure are at least twenty-five years old and one or more
of the following conditions exists:
(1)Thirty percent or more of a building located on the property that is available for occupancy has been
vacant or unoccupied for a period of twelve months or more.
(2) The assessed value of the improvements on the properly has decreased by twenty-five percent or
more.
(3)The properly is currently being used as a parking lot
(4)The improvements on the property no longer exist
a The Authority will attempt to apply this definition in substantially the same manner as similar
definitions are applied by the Brownfield Advisory Council established in Iowa code section 15.294.
`Job Obligations" means the jobs that must be created or retained as a result of receipt of state or
federal financial assistance, Project Completion Assistance, ar Tax Incentives from IEDA and that are
required to meet the Qualifying Wage Threshold requirements. RecipienYs Job Obligations are specified
in Ez�hibit D of this Contract. Jobs that do not meet the Qualifying Wage Threshold requirements shall not
be counted toward Recipient's job creation or job retention obligations contained in Exhibit D. The Job
Obligations in Exhibit D include RecipienYs Base Employment Level and the number of new jobs required
to be created above the Base Employment Level. If the Project is a Modernization Project, the Job
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Obligations will not include Created or Retained Jobs but the Recipient will be required to maintain the
Base Employment Level.
"Laborshed Wage" means the Qualifying Wage Threshold applicable to Recipient's Project as
calculated pursuant to rule 261 IAC 173.2 and 261 IAC chapter 174 and as specified in Ez�hibit D of this
Contract.
"Loan"means an Award of assistance with the requirement that the Award be repaid with terxn,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`�orgivable loan"is one for which repayment is eliminated
in part or entirely if the borrower satisfies specified conditions. A"float loan"means a short-term loan,not
to exceed 30 months, made from obligated but unexpended moneys.
`�Ilaintenance Period" means the period of time between the Project Completion Date and the
Maintenance Period Completion Date. The Project must be maintained in Iowa far this period of time.
`Maintenance Period Completion Date"means the date on which the Maintenance Period ends. The
specific date on which the Maintenance Period ends is identified in Exhibit D.
`Modernization Project" means a Project in which no high quality jobs are created or retained but
economic activity is furthered by the qualifying investment and will result in increased skills and wages for
the current employees.
`Person"means as defined in Article 61(g) of this Contract
`Project"means the description of the wark and activities to be completed by the Recipient as outlined
in Exhibit C-Description of the Project and Award Budget
`Project Completion Assistance" means financial assistance ar technical assistance provided to an
eligible business in order to facilitate the start-up, location, modernization, or expansion of the business in
this state and provided in an expedient manner to ensure the successful completion of the start-up location,
modernization, or expansion project.
`Project Completion Date" means the date by which the Recipient of incentives or assistance has
agreed to meet all the terms and obligations contained in this Contract The Project Completion Date will
be a date by which the project must be completed, all incented jobs must be created or retained, and all
other applicable requirements must be met. The specific date on which the project completion period ends
is identified in Ez�hibit D.
`Project Completion Period" means the period of time between the Award Date and the Project
Completion Date.
"Qualifying Jobs" are those Created or Retained Jobs that meet or exceed the Qualifying Wage
Threshold Requirement established to qualify for program funding for the programs providing assistance
to this Project.
"Qualifying Wage Threshold"means the Laborshed Wage as calculated by IEDA pursuant to statute
and rule for each program under which financial assistance or Tax Incentives far this Project are awarded.
The Qualifying Wage Threshold Requirement far this Project is outlined in Ez�hibit D, Job Obligations.
`Recipient's Employment Base" means the number of jobs as stated in Ez�hibit D —Job Obligations
that the Recipient and IEDA have established as the Base Employment Level far this Project. The number
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of jobs the Recipient has pledged to create shall be in addition to the Recipient's Employment Base.
`Retained Job"means an existing job that meets the Qualifying Wage Threshold Requirements and
would be eliminated or moved to another state if the Project did not proceed in Iowa.
"Sufficient Benefits"means that Recipient offers to each Full-Time Equivalent permanent position a
benefits package that meets one of the following:
1. Recipient pays 80 percent of the premium costs for a standard medical plan for single employee
coverage with the maximum deductible specified for this project in Exhibit D; or
2. Recipient pays 50 percent of the premium costs for a standard medical plan for employee family
coverage with the maximum deductible specified for this project in Exhibit D; or
3.Recipient provides medical coverage and pays the monetary equivalent of paragraph"1"or"2"above
in supplemental employee benefits. Benefits counted toward monetary equivalent could include medical
coverage, dental coverage, vision insurance, life insurance, pension, retirement, 401k, profit sharing,
disability insurance, and child care services.
"Tcix Incentives"means the tax credits, refunds, or exemptions IEDA has awarded far this Project as
detailed in Article 3.
"Total Project Cost"means the cost incurred by the Recipient to complete the Project as described in
Ez�hibit C.
ARTICLE 3: AWARD TERMS
3.1 Total Award Amount. The IEDA Board has approved an Award to the Community and
Recipient from the funding sources and in the maximum amounts shown below:
PROJECT COMPLETION FORM MAXIMUM
ASSISTANCE AMOiJNT
High Quality Jobs Program Forgivable Loan $250,000
TOTAL FINANCIAL ASSISTANCE: $25Q 000
TAX INCENTIVES
High Quality Jobs Program Tax Incentives $239,568
TOTAL STATE TAXINCENTIVES: $239,568
3.2 Terms and Conditions of Award. The terxns and conditions of the Award shall be as described
in this Contract and the following incorporated exhibit(s):
Ez�hibit B-1 High Quality Jobs Program—Tax Credit Component Special Conditions
Ez�hibit B-2 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.
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(a) Conditions to Disbursement. The obligation of IEDA to disburse funds under this Contract shall be
subject to the conditions described in this Article 4.
(b) Process to Request Disbursement of Award Funds. Recipient shall prepare, sign and submit
disbursement requests and reparts as specified in this Contract in the form and content required by IEDA.
Recipient shall verify that claimed expenditures are allowable costs. The Recipient shall maintain
documentation adequate to support the claimed costs.
(c)Documents Submitted.Funds will not be disbursed until IEDA has received the documents described
in section 4.3 below as well as the following additional documents, properly executed and completed and
approved by IEDA as to forxn and substance:
1. Security Documents. The fully executed Security Documents required in Article 5.
2. Promissory Note(s). The Promissory Note(s)required and described in the ez�hibit(s).
3. Requests for Disbursement. All disbursements of Award Funds shall be subject to receipt by
the IEDA of requests for disbursement,in forxn and content acceptable to IEDA,submitted by the Recipient.
All requests shall include documentation of costs that have been paid or costs to be paid immediately upon
receipt of Award proceeds.
(d)Prior Costs. No expendibxres made priar to the Award Date may be included as Project costs. No
funds will be disbursed for expenditures priar to the Award Date.
(e) Cost i�ariation. In the event that the actual cost of the Project is less than the Total Project Cost
specified in Ez�hibit C, the Award Funds specified in Article 3.1 shall be reduced at the same ratio as the
reduction in the acbxal cost of the Project bears to the Total Project Cost specified in Ez�hibit B. Any funds
previously disbursed by IEDA in excess of the reduced Award Funds to be provided by IEDA shall be
returned to IEDA immediately upon receipt by Recipient of a written request by IEDA for repayment.
(fl Investment ofAward Funds.
L In the event that the Award Funds are not immediately utilized, temporarily idle Award Funds
held by the Recipient may be invested, provided that such inveshnents shall be in accordance with State
law, including but not limited to the provisions of Iowa Code chapter 12C concerning the deposit of public
funds. Interest accrued on temporarily idle Award Funds held by the Recipient shall be credited to and
expended on the Project priar to the expenditure of other Award Funds.
2. Within ten(10) days of receipt of a written request from IEDA,Recipient shall inform IEDA in
writing of the amount of unexpended Award Funds in the RecipienPs possession or under the Recipient's
control,whether in the forxn of cash on hand, investments, or otherwise. Recipient shall return to IEDA all
unexpended Award Funds remaining, including accrued interest,after all allowable Project costs have been
paid or obligated within thirly(30) days after the Project Completion Date.
4.2 Tax Incentives—Conditions to Issuance of Tax Credit Number.
(a) Tcix Credit Number Reguired to Claim Incentives. Recipient shall not claim the Tax Incentives
described in Article 3 until IEDA has issued a tax credit number far this Project and Recipient has
undertaken the activities described in this Contract and the applicable law to be eligible for such Tax
Incentives.
(b) Issuance of Tax Credit Number. Upon satisfaction of the conditions described herein, IEDA will
issue a tax credit number to the Recipient far this Project. The tax credit number shall be used in preparing
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any claims for Tax Incentives.
(c)Conditions tolssuance ofTcix CreditNumber. The obligation of IEDA to issue a tax credit number
shall be subject to the conditions precedent described in Article 4.
(d)Documents Submitted. IEDA shall have received the documents described in section 4.3, properly
executed and completed, and approved by IEDA as to forxn and substance, priar to issuing any tax credit
number.
4.3 Dowments required.
(a) Contract. Fully executed Contract
(b) Incorporation Documents. Copies of the Articles of Incorporation ar the Articles of Organization,
whichever is appropriate, of the Recipient, certified in each instance by its secretary or assistant secretary.
(c) Certificate of Existence; Certificate ofAuthority. A certificate of existence far the Recipient from
the State of incorporation or organization, whichever is appropriate, and a certificate of authority
authorizing the Recipient to conduct business in the state of Iowa, if it is not organized or incorporated in
Iowa.
(d) Results of Lien and Tcix Search and Documentation of Satisfactory Credit History. Financing
statement, tax and judgxnent lien search results, in the Recipient's state of incorporation or organization,
against the Recipient and/ar the property serving as the RecipienYs security under this Contract, and
documentation of satisfactory credit history of the Recipient and guarantors, as applicable, with no
judgxnents or unsatisfied liens or similar adverse credit actions.
(e) Other Reguired Documents. Such other contracts, instruments, documents, certificates and
opinions as IEDA may reasonably request.
(� Solid or Hazardous WasteAudit. To comply with Iowa Code section 15A.1(3)"b,"if the Recipient
generates solid or hazardous waste, it must either: a) submit a copy of the Recipient's existing in-house
plan to reduce the amount of waste and safely dispose of the waste based on an in-house audit conducted
within the past 3 years; or b) submit an outline of a plan to be developed in-house; or c) submit
documentation that the Recipient has authorized the Iowa Department of Natural Resources ar Iowa Waste
Reduction Center to conduct the audit
(g) Release Form—Confidential Tcixlnformation. 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 Departxnent of Revenue for the purpose of evaluation and administration of Tax Incentives and
other state financial assistance programs.
(h) ProjectFinancial Commitments. The Recipient shall have submitted documentation acceptable to
IEDA from the funding sources identified in Exhibit A committing to the specified financial involvement
in the Project and received the IEDA's approval of the documentation. The documentation shall include the
amount, terxns and conditions of the financial commitxnent, as well as any applicable schedules and may
include agreements and resolutions to that effect
(i) State Building Code Bureau Approval. If any part of the Award proceeds will be used far the
construction of new buildings and if any of the following applies:
1. The building or structure is located in a governxnental subdivision which has not adopted
a local building code; or
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2. The building or structure is located in a governmental subdivision which has adopted a
building code, but the building code is not enforced; or
3. Bidding for conshuction shall not be conducted priar to obtaining written approval of
the final plans by the State Building Code Bureau of the Iowa Deparhnent of Public Safety.
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 Tax Incentives:
(a) Suspected event of default. If IEDA believes an event of default has occurred, IEDA has the
discretion to temporarily suspend or delay disbursement or issuance of the Award Funds or Tax Incentives
while the suspected event of default is being investigated or resolved.
(b) Unremedied event of default. Upon the occurrence of an Event of Default, as defined in this
Contract, by the Recipient, IEDA may suspend payment or issuance of the Award to the Recipient until
such time as the default has been cured.
(c) Layoff, closure or relocation. In the event the Recipient experiences a layoff within the state of
Iowa,relocates,closes any of its Iowa facilities or far Modernization Projects,reduces its Base Employment
Level,IEDA has the discretion to reduce or eliminate some or all of the Award.
(d) Reduction, discontinuance or alteration of state funding/programs. Any termination,reduction, or
delay of funds or Tax Incentives available due, in whole or in part, to (i) lack of, reduction in, or a
deappropriation of revenues or Tax Incentives previously appropriated or authorized far this Contract, or
(ii) any other reason beyond the IEDA's control may, in the IEDA's discretion, result in the suspension,
reduction or delay of Award Fund or authorization or issuance of Tax Incentives to the Recipient.
4.5 Closina Cost Fee. Upon execution of the contract and priar to the issuance of a tax credit number or
the disbursement of Award Funds,Recipient shall remit to the Authority a one-time compliance cost fee in
the amount of$500.
ARTICLE 5: RESERVED.
ARTICLE 6: REPRESENTATIONS AND WARRANTIES
6.1 Representations of Recipient. The Recipient represents and warrants to IEDA as follows:
(a) Organization and Qualifications. The Recipient is duly organized, validly existing and in good
standing under the state of its incorporation or organization, whichever is appropriate, and is authorized to
conduct business in the state of Iowa. The Recipient has full and adequate power to own its property and
conduct its business as now conducted, and is duly licensed or qualified and in good standing in each
jurisdiction in which the nature of the business conducted by it or the nature of the property owned or leased
by it requires such licensing or qualifying, except where the failure to so qualify would not have a material
adverse effect on the Recipient's ability to perforxn its obligations hereunder.
(b)Authority and i�alidity of Obligations. The Recipient has full right and authority to enter into this
Contract. The person signing this Contract has full authority on behalf of Recipient to execute this Contract
and issue, execute or otherwise secure or deliver any documents or obligations required under this Contract
on behalf of the Recipient, and to perforxn, or cause to be perforxned, each and all of the obligations under
the Contract
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The Contract delivered by the Recipient has been duly authorized, executed and delivered by the Recipient
and constitutes the valid and binding obligations of the Recipient and is enforceable against it in accordance
with its terms. This Contract and related documents do not contravene any provision of law or any
judgxnent, 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 constibxte a default under any
covenant, indenbxre or contract of or affecting the Recipient or any of its properties.
(c) Affiliates. The Recipient has no AfFiliates involved with the Project on the Contract Effective Date.
(d) Financial Reports. The balance sheet of the Recipientfurnished to IEDAfairly presents its financial
condition as of said date and is in conforxnity with Generally Accepted Accounting Principles (GAAP)
applied on a consistent basis. The Recipient has no contingent liabilities which are material to it, other than
as indicated on such financial statements or, with respect to fubxre periods, on the financial statements
furnished to IEDA.
(e) No Material Adverse Change. Since the Award Date, there has been no change ar the Recipient
foresees no change in the condition (financial or otherwise) of the Recipient ar the prospects of the
Recipient, except those occurring in the ordinary course of business, none of which individually or in the
aggregate has been materially adverse. To the knowledge of the Recipient, there has been no material
adverse change in the condition of the Recipient,financial or otherwise, or the prospects of the Recipient.
(� Full Disclosure; Recipient's Financial Assistance Application. The statements and other
information furnished to the IEDA by Recipient in its Financial Assistance Application and in connection
with the negotiation of this Contract do not contain any untrue statements of a material fact or omit a
material fact necessary to make the material statements contained herein ar therein not misleading. The
IEDA acknowledges that, as to any projections furnished to the IEDA, the Recipient only represents that
the same were prepared on the basis of inforxnation and estimates it believed to be reasonable.
(g) Trademarks, Franchises and Licenses. The Recipient owns, possesses, or has the right to use all
necessary patents, licenses, franchises, trademarks, trade names, trade styles, copyrights, trade secrets,
knowhow and confidential commercial and proprietary information to conduct its business as now
conducted, without known conflict with any patent, license, franchise, trademark, trade name, trade style,
copyright or other proprietary right of any other Person. As used in this Contract, "Person" means an
individual, partnership, corporation, association, trust, unincorporated organization or any other entity or
organization, including a government or agency or political subdivision thereof.
(h) Governmental Authority and Licensing. The Recipient has received all licenses, perxnits, and
approvals of all Federal, state, local, and foreign governxnental 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 governxnental 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 far this Contract reflected on the most recent balance sheets furnished to the IEDA,exceptfor sales
Conhact#20-HQJP-001 - 11 - �r„eapp.00ealoizola
of assets in the ordinary course of business.
(k) Tcixes. All tax rebxrns the Recipient is required to file in any jurisdiction have, in fact, been filed,
and all taxes, assessments, fees and other governmental charges upon the Recipient or upon any of its
property, income or franchises, which are shown to be due and payable in such returns, have been paid,
except such taxes, assessments, fees and governxnental charges, if any, which are being contested in good
faith and by appropriate proceedings which prevent enforcement of the matter under contest and as to which
adequate reserves established in accordance with GAAP have been provided. The Recipient knows of no
proposed additional tax assessment against it for which adequate provisions in accordance with GAAP have
not been made on its accounts. Adequate provisions in accordance with GAAP for taxes on the books of
the Recipient have been made for all open years, and for their current fiscal period.
(1) Other Contracts. The Recipient is not in default under the terms or any covenant, indenbxre or
contract of or affecting the RecipienYs 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 establishing quality criteria and standards for air, water, land and toxic or
hazardous wastes or substances, non-compliance with which could have a material adverse effect on the
financial condition, properties, business or operations of the Recipient. The Recipient has not received
notice that its operations are not in compliance with any of the requirements of applicable federal, state or
local environxnental or health and safety statutes and regulations or are the subject of any governxnental
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 ofRepresentations and Warranties. The warranties and representations of this Article
are made as of the Contract Effective Date and shall be deemed to be renewed and restated by the Recipient
at the time each request for disbursement of Award Funds is submitted to IEDA or each time Tax Incentives
are claimed by the Recipient.
6.2 Representations of Communitv.
(a)Local Approvals Received;Authority and i�alidity of Obligations. The Community has secured all
necessary local approvals and has full right and authority to enter into this Contract. The person signing
this Contract has full authority on behalf of the Community to:
1. Sign this Contract, and
2. Perform each and all of the Community's obligations under this Contract.
The Contract delivered by the Community has been duly authorized, executed and delivered by the
Community and constitutes the valid and binding obligations of the Community and is enforceable against
it in accordance with its terms. This Contract and related documents do not contravene any provision of
law or any judgxnent, injunction, order or decree binding upon the Community or contravene or constitute
a default under any covenant, indenture or contract of or affecting the Community or any of its properties.
(b) Local Commitment. The Community represents that there are legally enforceable commihnents in
place far the Community local commitment identified far the Project in Exhibit C -Description of the
Project and Award Budget.
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(c) No Material Adverse Change. Since the Award Date, there has been no material adverse change
in the Community's ability to perforxn its obligations under this Contract.
(d) Full Disclosure; Community's Financial Assistance Application. The statements and other
information furnished to the IEDA by the Community in the Financial Assistance Application and in
connection with the negotiation of this Contract do not contain any unhue statements of a material fact or
omit a material fact necessary to make the material statements contained herein ar 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 inforxnation and estimates it believed to be reasonable.
(e) Governmental Authority and Licensing. The Community has received all licenses, perxnits, and
approvals of all federal, state, local, and foreign governxnental authorities, if any,necessary to perform its
obligations under this Contract. No investigation or proceeding which, if adversely determined, could
reasonably be expected to result in revocation or denial of any material license, permit, or approval is
pending or,to the knowledge of the Community,threatened.
(fl Litigation and Other Controversies. There is no litigation or governmental proceeding pending,nor
to the knowledge of the Community, threatened, against the Community which, if adversely deterxnined
would result in any material adverse change in the Community's ability to perform under this Contract,nor
is the Community aware of any existing basis for any such litigation or governmental proceeding.
(g) No Event of Default. No Event of Default by the Community, as defined in Article 9,has occurred
or is continuing.
(h) Compliance with Laws. The Community is in compliance with the requirements of all federal,
state and local laws, rules and regulations applicable to or pertaining to the operations of the Community
and laws and regulations establishing quality criteria and standards for air, water, land and toxic or
hazardous wastes or substances, non-compliance with which could have a material adverse effect on the
financial condition, properties, business or operations of the Community in relation to the Community's
ability to perforxn its obligations under this contract The Community has not received notice that its
operations are not in compliance with any of the requirements of applicable federal, state or local
environmental or health and safety statutes and regulations or are the subject of any governmental
investigation evaluating whether any remedial action is needed to respond to a release of any toxic or
hazardous waste or substance into the environment, which non-compliance or remedial action could have
a material adverse effect on the financial condition, properties, business or operations of the Community
in relation to the Community's ability to perform its obligations under this contract
(i)Effective Date ofRepresentations and Warranties. The warranties and representations of this Article
are made as of the Contract Effective Date.
ARTICLE 7: COVENANTS OF THE RECIPIENT
Far the duration of this Contract,the Recipient covenants to IEDA as follows:
Z1 ProiectPerformanceObliaations.
(a) Use Award Funds only for Project. The Recipient shall use the Award Funds only far the Project
and far the activities described in Exhibit C-Description of the Project and Award Budget and this Contract.
Use of the Award Funds shall conform to the Budget far the Project as detailed in Ez�hibit C-Description
of the Project and Award Budget. The Recipient represents that there are legally enforceable commitments
in place from the funding sources identified far the Project in Ez�hibit C -Description of the Project and
Conhact#20-HQJP-001 - 13 - �r„e app.00ea 1 oizo!a
Award Budget
(b) Meet and Maintain Eligibility Reguirements. Recipient shall continue to meet and maintain all
statutory eligibility requirements far the funding sources providing assistance under this Contract
(c) ProjectTime Period. This Contract covers the 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:
COMPLIANCE COMPLIANCE
MEASUREMENT MEASUREMENT
POINT POINT
Award Project Project Maintenance MairrtenancePeriod Contract
Date Completion Completion Date Period Completion Date Closeout
Period
AwardDate"is `Project "Praject "Maintenance "MaintenancePeriod IEDAwillconduct
the date first Completion Completion Date"is Period"is the Completion Date"is Conhact Closeout
stated in this Period"is the the date defined in period of time the date defined in procedures after all
Conhact and is period of time E�ribit D by wMch between the E�ribit D on wMch events described in
the date the between the Awud the Recipient must Project the Maintertance Article 1 ktave been
IEDA Boud Date and the complete the Completion Period ends. met.
approved the Project Completion Project. Date and the
awuding of Date. Maintenance At this point,IEDA "Conbact EndDate"
financial At ttus point,IEDA Period will review the Project is the date stated in
assistance to the will review the Completion to verify that it was IEDA's written
Recipient for the Project to verify Date.The maintained in Notice of Final
Project. compliancewith Projectmustbe compliancewith ConhactCloseout
Conhact terms and maintained in Conhact terms and that is issued
obligations. Iowa for trus obligations. pursuant to Article 1.
periodoftime.
(d) Complete Project by Project Completion Date. By the Project Completion Date, Recipient shall
complete the Project,make the total investment it pledged far the Project and in accordance with the Award
Budget as detailed in Ez�hibit C-Description of the Project and Award Budget, and comply with all other
perforxnance 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 Ez�hibit C-Description of the Project and Award Budget.
(fl Maintain Project through Maintenance Period Completion Date. Recipient shall maintain the
Project through the Maintenance Period Completion Date.
(g) Maintain Project in Iowa During Contract Period. The Recipient shall at all times preserve and
maintain its existence as a corporation in good standing and maintain the Project in Iowa. The Recipient
will preserve and keep in force and effect all licenses, perxnits, franchises, approvals, patents, trademarks,
trade names, trade styles, copyrights and other proprietary rights necessary to the proper conduct of its
respective business.
7.2 Taxes and Insurance.
(a) Pay Ta�s and Assessments. The Recipient shall duly pay and discharge all taxes, rates,
assessments, fees, and governmental charges upon or against its properties, in each case before the same
become delinquent and before penalties accrue thereon, unless and to the extent that the same are being
contested in good faith and by appropriate proceedings and adequate reserves are provided therefore.
Conhact#20-HQJP-001 - 14- �r„eapp.00ealoizola
(b) Maintain Insurance. The Recipient shall insure and keep insured in good and responsible insurance
companies all insurable property owned by it which is of a character usually insured by Persons similarly
situated and operating like properties against loss or damage from such hazards or risks as are insured by
Persons similarly situated and operating like properties, and the Recipient shall insure such other hazards
and risks, including employers' and public liability risks in good and responsible insurance companies as
and to the extent usually insured by Persons similarly situated and conducting similar business. The
Recipient will, upon request of IEDA, furnish a certificate setting forth in summary forxn the nature and
extent of the insurance maintained pursuant to this Article.
7.3 Preserve Proiect and Protect Sewritv.
(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 betterxnents thereto so that at all times
the efficiency thereof shall be fully preserved and maintained in accordance with prudent business practices.
(b) Restrictions on Security. If Security is required pursuant to Article 5 of this Contract,the Recipient
shall not, without prior written disclosure to IEDA and prior written consent of IEDA, which shall not be
unreasonably withheld, directly or indirectly:
1. Sell,transfer, convey, assign, encumber or otherwise dispose of any of the Secured Property
far this Project.
2. Place or permit any restrictions, covenants or any similar limitations on the Secured Property
or in the Security Documents far the Project.
3. Remove from the Project site ar the State all or any part of the Secured Property.
4. Create, incur or permit to exist any lien of any kind on the Secured Property.
7.4 Recipient Chanaes.
(a) No Changes in Recipient Operations. The Recipient shall not materially change the Project ar the
nature of the business and activities being conducted or proposed to be conducted by Recipient,as described
in the RecipienPs approved Financial Assistance Application, Ez�hibit A of this Contract, unless approved
in writing by IEDA priar to the change.
(b) Changes in RecipientOwnership, Structure and Control. The Recipient shall not materially change
the ownership, structure, or control of the business if it would adversely affect the Project. This includes,
but is not limited to, entering into any merger or consolidation with any person, firm or corporation or
perxnitting substantial distribution, liquidation or other disposal of assets directly associated with the
Project. Recipient shall provide IEDA with advance notice of any proposed changes in ownership,structure
or controL The materiality of the change and whether the change adversely affects the Project shall be as
reasonably deterxnined by IEDA.
7.5 Required Reports.
(a)Review ofReports. 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:
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Report Due Date
Annual Project Status Report
The Annual Project Status Repart will collect July 31sr far the period ending June 30th
inforxnation from the Recipient about the stabxs
of the Project
End of Project Report
The End of Project Report will collect Within 30 days of Project Completion Date
inforxnation from the Recipient about the
completed Project.
End of Maintenance Period Report
The End of Maintenance Period Report will Within 30 days of the end of the Maintenance
collect information from the RecipienYs Period Completion Date
continued maintenance of the Project
(c) Additional Reports, Financial Statements as Reguested by IEDA. The IEDA reserves the right to
require more frequent submission of reports if, in the opinion of the IEDA, more frequent submissions
would provide needed inforxnation about RecipienYs Project performance, or if necessary in order to meet
requests from the Iowa General Assembly,the Departxnent of Management ar the Governor's office. At the
request of IEDA,Recipient shall submit its annual financial statements completed by an independent CPA,
or other financial statements including, but not limited to, income, expense, and retained earnings
statexnents.
7.6 Compliancewith Laws.
(a) State, local and federal laws. Recipient shall comply in all material respects with the requirements
of all applicable federal, state and local laws, rules,regulations and orders.
(b) Environmental laws. Recipient shall comply in all material respects with all applicable
environmental, hazardous waste or substance, toxic substance and underground storage laws and
regulations, and the Recipient shall obtain any permits or licenses and shall acquire or construct any
buildings, improvements, fixtures, equipment or its property required by reason of any applicable
environmental,hazardous waste or substance,toxic substance or underground storage laws or regulations.
(c) Nondiscrimination laws. Recipient shall comply in all material respects with all applicable federal,
state,and local laws,rules,ordinances,regulations and orders applicable to the prevention of discrimination
in employment, including the administrative rules of the Iowa Department of Management and the Iowa
Civil Rights Commission which pertain to equal employment opportunity and affirmative action.
(d) Worker rights and safety. The Recipient shall comply in all material respects with all applicable
federal, state and local laws, rules, ordinances, regulations and orders applicable to warker rights and
warker safety.
(e) Immigration laws. Recipient shall only employ individuals legally authorized to wark in this State.
In addition to any and all other applicable penalties provided by current law, all or a partion of the Award
is subject to recapture by IEDA if Recipient is found to employ individuals not legally authorized to wark
in the State of Iowa.
(� Compliance withlEDA'sAdministrative Rules. Recipient sha11 comply with IEDA's administrative
rules far the programs under which assistance is provided to the Project and rules governing administration
Conhact#20-HQJP-001 - 16- �r„e app.00ea 1 oizo!a
of this Contract
7.7 Inspection and Audit. The Recipient shall perxnit the IEDA and its duly authorized
representatives, at such reasonable times and reasonable intervals as the IEDA may designate,to:
(a) Conduct site visits and inspect the Project
(b) Auditfmancial records related to the Project.
(c) Examine and make copies of the books of accounts and other financial records of the Recipient
related to the Project.
(d) Discuss the affairs,finances and accounts of the Recipient with, and to be advised as to the same
by, its officers, and independent public accountants. By this provision, the Recipient authorizes such
accountants to discuss with the IEDA and the IEDA's duly authorized representatives the finances and
affairs of the Recipient
7.8 Maintenance and Retention of Records.
(a) Maintain Accounting Records. The Recipient is required to maintain its books,records and all other
evidence pertaining to this Contract in accordance with GAAP and such other procedures specified by
IEDA.
(b) Access to Records. Records to verify compliance with the terms of this Contract shall be available
at all times, and made available to IEDA and its designees at places and times designated by IEDA, far the
duration of this Contract and any extensions thereo£Recipient shall make its records available to: (i)IEDA;
(ii) IEDA's internal or external auditors, agents and designees; (iii) the Auditor of the State of Iowa; (iv)
the Attorney General of the State of Iowa; (v) the Iowa Division of Criminal Investigations and any other
applicable law enforcement agencies.
(c) Records Retention Period. Recipient shall retain the records for a period of three (3) years from
the Contract End Date, unless the records are the subject of an audit, investigation, or administrative or
legal proceeding. In those instances,the records shall be retained until the audit,investigation or proceeding
has been resolved.
7.9 Required Notices from Recipient to IEDA.
(a) Notice ofMajor Changes. Recipient shall provide IEDA with written notice within thirty(30)days
of the occurrence of: (a) any event that has a material adverse effect on Recipient's ability to complete the
Project in accordance with the terxns of this Contract; (b) the termination of the business conducted at the
Project(c)a material modification of the nabxre of the business conducted at the Project;and(d)the transfer
of the Project or any material interest in the Project in connection with financing or refinancing the Project.
(b) Notice of Proceedings. Without limiting Section 79(a), Recipient shall promptly provide IEDA
with written notice within ten(10)days of the occurrence of any claims, lawsuits,bankruptcy proceedings,
or other proceedings brought against Recipient that have a material adverse effect on RecipienYs ability to
complete the Project in accordance with the terms of this Contract
Z 10 Indemnitication. The Recipient shall indemnify, defend and hold harmless the IEDA; the State
of Iowa; its departments, divisions, agencies, sections, commissions, officers, employees and agents from
and against all losses,liabilities,penalties,fines, damages and claims ,including taxes, and all related costs
and expenses ,including reasonable attorneys'fees and disbursements and costs of investigation, litigation,
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settlement,judgxnents, 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 Project;
(b) Any claim, demand, action, citation or legal proceeding arising out of or resulting from a breach
by the Recipient of any representation,warranty or covenant made by the Recipient in this Contract;
(c) Any claim,demand, action,citation or legal proceeding arising out of or related to occurrences that
the Recipient is required to insure against as provided for in this Contract; and
(d) Any claim, demand, action, citation or legal proceeding which results from an act or omission of
the Recipient or any of its agents in its ar their capacity as an employer of a person.
Z11 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
Z 12 Onaoina Fees Based on Claims. Far the duration of this Contract and for as long as Recipient
claims or applies for benefits against its Iowa tax liability under this Contract, Recipient shall remit to the
Authority a compliance cost fee equal to one-half of 1 percent of the value of the Tax Incentives claimed
pursuant to this Contract. The fee shall be due and payable upon filing the Recipient's annual tax return
for each tax year in which the Recipient claims Tax Incentives under this Contract.
ARTICLE 8: COVENANTS OF THE CONIMLJNITY
Far the duration of this Contract,the Community covenants to IEDA as follows:
8.1 Local Match. The Community shall provide the local financial assistance far the Project as
described in Ez�hibit C, Project Description and Award Budget.
8.2 Notice to IEDA. In the event the Community becomes aware of any material alteration in the
Project, initiation of any investigation or proceeding involving the Project, any change in the Recipient's
ownership, structure or operation, or any other similar occurrence, the Community shall promptly provide
written notice to IEDA.
ARTICLE 9: DEFAULTS AND REMEDIES
9.1 Default bv Recipient. An unremedied Event of Default may result in termination of this Contract
and repayment of all or a portion of the Award Funds disbursed to Recipient and the value of the Tax
Incentives actually received,plus applicable default interest and costs.
(a) Events of Default Any one or more of the following shall constitute an "Event of Default"under
this Contract:
1. Nonpayment. Failure to make a payment when due of any Loan or other payment required by
this Contract whether by lapse of time, acceleration or otherwise; or
2. Noncompliance with Covenants. Default in the observance or perforxnance of any covenant set
forth in Article 7,for more than five(5)business days; or
3. Noncompliance with Security Documents. Default in the observance or performance of any
term of any Security Document if required in Article 5 beyond any applicable grace period set forth therein;
Conhact#20-HQJP-001 - 18 - �r„e app.00ea 1 oizo!a
or
4. Noncompliance with Contract. Default in the observance or performance of any other provision
of this Contract; or
5. Material Misrepresentation. Any representation or warranty made by the Recipient in this
Contract or in any statement or certificate furnished by it pursuant to this Contract, or made in Ez�hibit A,
RecipienYs Financial Assistance Application, or in connection with any of the above,proves untrue in any
material respect as of the date of the issuance or making thereof; or
6. Security Deficiencies. Any of the Security Documents that represent the Security pledged by
Recipient to secure this Contract fails for any reason to create a valid and perfected priority security interest
in favor of the IEDA; or
7. Judgment. Any judgxnent or judgxnents,writ or writs or warrant or warrants of attachxnent, 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
RecipienYs ability to perform its obligations under this Contract; or
8. Adverse Change in Financial Condition. Any change occurs in the financial condition of the
Recipient which would have a material adverse effect on the ability of the Recipient to perforxn under this
Contract; or
9. Bankruptcy or Similar Proceedings Initiated. Either the Recipient shall (i) have entered
involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) not
pay,or admit in writing its inability to pay,its debts generally as they become due,(iii)make an assignment
far the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appoinhnent of a receiver,
custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its property, (v)
commence any proceeding seeking to have entered against it an order for relief under the United States
Bax�la�uptcy Code as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation,
reorganization, arrangement, adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading
denying the material allegations of any such proceeding filed against it, ar(vi)fail to contest in good faith
any appointments or proceeding described below; or
10. Appointment ofOfficials. A custodian,receiver,trustee,examiner, liquidator or similar official
is appointed for either the Recipient or any substantial part of any of its respective property,or a proceeding
described above is commenced against the Recipient and such appointment continues undischarged or such
proceeding continues undismissed or unstayed for a period of sixty(60) days; or
11. Insecurity. IEDA in good faith deems itself insecure and reasonably believes, after
consideration of all the facts and circumstances then existing,that the prospect of payment and satisfaction
of the obligations under this Contract,ar the performance of or observance of the covenants in this Contract,
is or will be materially impaired; or
12. Failure to Submit Reguired Reports. The Recipient fails to submit complete reparts by the
required due dates as outlined in Article 7; or
13. Layoffs,Relocation or Closure. The Recipient or any AfFiliate experiences a layoff or relocates
or closes any of its facilities within the state of Iowa. Far Modernization Projects, a reduction in the Base
Employment Level; or
14. Hiring workers not authorized to work in state. The Recipient fails to only employ only
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individuals legally authorized to wark 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 Reguirements. Recipient fails to maintain a statutory
eligibility requirement for a program providing assistance under this Contract.
(b) Notice of Default and Opportunity to Cure. If IEDA has reasonable cause to believe that an Event
of Default has occurred under this Contract,IEDA shall issue a written Notice of Default to the Recipient
setting forth the nature of the alleged default in reasonable specificity and providing therein a reasonable
period of time,which shall not be fewer than thirty(30) days from the date of the Notice of Default, during
which the Recipient shall have an opportunity to cure,provided that cure is possible and feasible.
(c) Remedies Available to IEDA. When an Event of Default has occurred and is not cured within the
required time period,IEDA may, after written notice to Recipient:
1. Terminate this Contract.
2. Suspend or reduce pending and future disbursements.
3. Declare immediately due and payable without further demand, presentment, protest or notice
of any kind the principal and any accrued interest on any outstanding Promissory Notes issued pursuant to
this Contract, including both principal and interest and all fees, charges and other amounts payable under
this Contract
4. Require repayment of all or a portion of Award Funds disbursed.
5. Revoke or reduce authorized Tax Incentives.
6. Require full repayment of all or a portion of the value of Tax Incentives received.
(d) Pro Rata Repayment Permitted in Certain Circumstances. Barring any other Event of Default,
IEDA may perxnit pro rata repayment of the Project Completion Assistance received if the default is due
solely to one of the following circumstances:
1. Failure to Meet Job Obligations by Project Completion Date. If the Recipient does not meet
its Job Obligations as detailed in Ez�hibit D, Job Obligations, by the Project Completion Date, Recipient
shall repay a portion of the Project Completion Assistance received. The amount to be repaid is calculated
based on the number of jobs that are at or above the Qualifying Wage Threshold Requirement. Repayment
of any amounts due will be at the rate of $5.952.38 per unfilled job. This per job rate is calculated as
follows: $250,000 Forgivable Loan Award Amount divided by 42 jobs to be created.
For example, if the Recipient is short by 10 jobs the amount to be repaid is $5,952.38 per job
multiplied by 10,for a total due of$59,523.80. Interest shall apply as described in paragraph 9.1(e).
Upon repayment of the amount due,IEDA will reduce the Recipient's Job Obligations.The reduced
Job Obligations must be maintained through the Maintenance Period Completion Date.
2. Job shortfall atMaintenance Period Completion Date. If the Recipient does not maintain its
adjusted Job Obligations through the Maintenance Period Completion Date, Recipient shall repay an
additional portion of the Project Completion Assistance received far the number of jobs it failed to maintain.
The amount to be repaid will be calculated as described in subsection 1 above.
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3. Less than Total Project Cost at Project Completion Date. If the Recipient does not complete
the Project with a Total Project Cost as stated in Ez�hibit C, Description of Project and Award Budget, by
the Project Completion Date,Recipient shall repay a partion of the Project Completion Assistance received
based on the amount of shortfall in comparison to the required Total Project Cost. For example, if the
RecipienYs required Total Project Cost is 10%less than pledged, 10%of the Award amount received must
be repaid,plus 6%interest calculated from the date of first disbursement of Award Funds.
4. RepaymentAmountlf Both Shortfallln Job Obligations and Less Than Total Project Cost. If
the Recipient experiences a shortfall in its Job Obligations and the Total Project Cost is less than required,
Recipient shall repay to IEDA the greater of the amount owed far the job shortfall ar the amount owed for
the inveshnent shortfall.
(e) Defaultlnterest 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 ar Event of
Default by the Recipient or in connection with the enforcement of any of the terms of this Contract.
9.2 Default bv Communitv. An unremedied Event of Default may result in termination of this
Contract and repayment by Community of all or a portion of the pledged local match,plus applicable default
interest and costs.
(a) Events of Default. Any one or more of the following shall constitute an "Event of Default by
Community"under this Contract:
1. Noncompliance with Covenants. Default in the observance or performance of any covenants of
the Community set forth in Article 8,for more than five(5)business days; or
2. Material Misrepresentation. Any representation or warranty made by the Community in this
Contract or in any statement or certificate furnished by it pursuant to this Contract, or made by Community
in Exhibit A, Recipient's Financial Assistance Application, or in connection with any of the above, proves
untrue in any material respect as of the date of the issuance or making thereof.
(b) Notice of Default and Opportunity to Cure. If IEDA has reasonable cause to believe that an Event
of Default has occurred under this Contract,IEDA shall issue a written Notice of Default to the Community
setting forth the nature of the alleged default in reasonable specificity and providing therein a reasonable
period of time,which shall not be fewer than thirty(30) days from the date of the Notice of Default, during
which the Community shall have an opportunity to cure, provided that cure is possible and feasible.
(c) Remedies Available to IEDA. When an Event of Default by Community has occurred and is not
cured within the required time period,IEDA may, after written notice to Community:
1. Suspend or reduce pending and future disbursements to Community.
2. Require payment by Community of the amount of local financial assistance pledged to the
Project but not provided.
(d) Expenses. The Community agrees to pay to the IEDA all expenses reasonably incurred or paid by
IEDA including reasonable attorneys' fees and court costs, in connection with any Default ar Event of
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Default by the Community or in connection with the enforcement of any of the terms of this Contract
ARTICLE 10: MISCELLANEOUS.
10.1 Choice of Law and Forum; Governina Law.
(a) In the event any action or proceeding of a quasiyudicial or judicial nature is commenced arising
out of or relating to this Contract, such action or proceeding shall be brought in Des Moines, Iowa, in the
Iowa District Court for Polk County, if such court has jurisdiction. If, such court lacks jurisdiction and
jurisdiction lies only in a United States District Court, the matter shall be commenced in the United States
District Court far the Southern District of Iowa, Central Division.
(b) This provision shall not be construed as waiving any immunity to suit or liability,in state or federal
court,which may be available to the IEDA,the State of Iowa or its members,officers,employees or agents.
(c) This Contract and the rights and duties of the parties hereto shall be governed by, and conshued in
accordance with,the internal laws of the State of Iowa without giving effect to any conflict of law principles
that may require the application of the laws of another jurisdiction.
10.2 Contract Amendments. Neither this Contract nor any documents incorporated by reference in
connection with this Contract,may be changed,waived,discharged ar terminated orally,except as provided
below:
(a) GVriting reguired. The Contract may only be amended if done so in writing and signed by all the
parties. Examples of situations requiring an amendment include, but are not limited to, time extensions,
budget revisions, and significant alterations of existing activities or beneficiaries.
(b)IEDA review. Requests to amend this Contract shall be processed by IEDA in compliance with the
IEDA's rules and procedures applicable to contract amendments.
10.3 Notices. Except as otherwise specified herein, all notices hereunder shall be in writing,including,
without limitation by fax, and shall be given to the relevant party at its address, e-mail address, or fax
number set forth below, or such other address, e-mail address, or fax number as such party may hereafter
specify by notice to the other parties provided by United States mail,by fax or by other telecommunication
device capable of creating a written record of such notice and its receipt. Notices hereunder shall be
addressed:
To the Recipient at:
Crown Holdings,Inc. and Subsidiaries and Crown Cark& Seals USA,Inc.
Joseph C. Pearce
770 Township Lane Road
Yardley, PA 19067
E-mail: Joe.Pearce@crowncork.com
Telephone: 215.689.5100
To theIEDA at:
Iowa Economic Development Authority
Compliance
200 East Grand Avenue
Des Moines,Iowa 50309
Attention: Business Development- Compliance
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E-maiL Compliance@iowaeda.com
Telephone: 515.348.6200
Facsimile: 877.631.7575
To the Community at:
City of Dubuque
Jill Connors
50 West 13"' Street
Dubuque, IA 52001
E-mail: jilconno@cityofdubuque.org
Telephone: 563.5 89.4000
Each such notice, request or other communication shall be effective (i) if given by e-mail, when such e-
mail is transmitted to the e-mail address specified in this Article and a confirxnation of such e-mail has been
received by the sender,(ii)if given by mail,five(5)days after such communication is deposited in the mail,
certified or registered with rebxrn receipt requested, addressed as aforesaid ar (iii) if given by any other
means,when delivered at the addresses specified in this Article.
10.4 Headinas. Article headings used in this Contract are for convenience of reference only and are not
a part of this Contract for any other purpose.
10.5 Final Authoritv. The IEDA shall have the authority to reasonably assess whether the Recipient
has complied with the terxns of this Contract. Any IEDA determinations with respect to compliance with
the provisions of this Contract shall be deemed final deterxninations pursuant to Iowa Code Chapter 17A,
Iowa Administrative Procedure Act.
10.6 Waivers. No waiver by IEDA of any default hereunder shall operate as a waiver of any other
default or of the same default on any future occasion. No delay on the part of the IEDA in exercising any
right or remedy hereunder shall operate as a waiver thereo£ No single or partial exercise of any right or
remedy by IEDA shall preclude future exercise thereof ar 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 constibxte 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 ar 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 enforceability of such provision in
any other jurisdiction. In the event any provision of this Contract is held to be unenforceable as written,
but enforceable if modified, then such provision shall be deemed to be amended to such extent as to be
enforceable and it shall be enforced to that extent. All rights,remedies and powers provided in this Contract
or any other Contract document may be exercised only to the extentthatthe exercise thereof does notviolate
any applicable mandatory provisions of law, and all the provisions of this Contract and any other Contract
document are intended to be subject to all applicable mandatory provisions of law which may be controlling
and to be limited to the extent necessary so that they will not render this Contract or any other Contract
document invalid or unenforceable.
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10.10 Successors and Assians. This Contract shall be binding upon the Recipient and IEDA and their
respective successors and assigns, and shall inure to the benefit of the IEDA and Recipient and their
successors and assigns.
10.11 Nonassianment. This Contract shall not be assigned, in whole or in part, by Recipient unless
approved in writing by IEDA. Any attempt by Recipient to assign this Contract other than as perxnitted
herein shall be null and void.
10.12 Termination. This Contract can be terxninated under any of the following circumstances:
(a) Agreement of the Parties. Upon written agreement of the Recipient,the Community and IEDA.
(b) Unremedied Event ofDefault. As a result of the Recipient's or Community's unremedied Event of
Default pursuant to Article 9.
(c) Termination or reduction in funding to IEDA. As a result of the termination or reduction of funding
to IEDA as provided in Article 4A(c).
10.13 Dowments Incorporated bv Reference. The following documents are incorporated by reference
and considered an integral part of this Contract:
1. Ez�hibit A- RecipienYs Financial Assistance Application(on file with IEDA),
Application#BFAA-000134
2. Ez�hibit B-1 High-Quality Jobs Program—Tax Credit Component Special Conditions
3. Ez�hibit B-2 High-Quality Jobs Program—Project Completion Assistance Component
Special Conditions
4. Ez�hibit C- Description of the Project and Award Budget
5. Ez�hibit D - Job Obligations
6. Ez�hibitE- Reserved
7. Ez�hibitF - Reserved
10.14 Order of Prioritv. In the case of any inconsistency or conflict between the specific provisions of
this document and the ez�hibits,the following order of priority shall control:
1. Article 1 - 10 of this Contract.
2. Ez�hibit A- RecipienYs Financial Assistance Application(on file with IEDA),
Application#BFAA-000134
3. Ez�hibit B-1 High-Quality Jobs Program—Tax Credit Component Special Conditions
4. Ez�hibit B-2 High-Quality Jobs Program—Project Completion Assistance Component
Special Conditions
5. Ez�hibit C- Description of the Project and Award Budget
6. Ez�hibit D - Job Obligations
7. Ez�hibit E- Reserved
8. Ez�hibitF - Reserved
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10.15 Intearation.This Contract contains the entire agreementbetween the Parties relating to the Project.
Any representations that may have been made before or after signing this Contract,which are not contained
herein,are nonbinding,void and of no effect.None of the Parties has relied on any such prior representation
in entering into this Contract.
IN WITNESS WHEREOF in consideration of the mutual covenants set forth above and for other
good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby
acknowledged, the parties have entered into this Contract and have caused their duly authorized
representatives to execute this Contract, effective as of the latest date stated below (Contract Effective
Date).
FOR IEDA: FOR RECIPIENT:
BY: BY:
Deborah V. Durham, Director Signature
Typed Name and Title
Date Date
FOR THE COMMUNITY:
BY:
Signature
Typed Name and Title
Date
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LIST OF EXHIBITS
Ez�hibit A- RecipienYs Financial Assistance Application(on file with IEDA), Application#
BFAA-000134
Ez�hibit B-1 High Quality Jobs Program—Tax Credit Component Special Conditions
Ez�hibit B-2 High Quality Jobs Program—Project Completion Assistance Component Special
Conditions
Ez�hibit C- Description of the Project and Award Budget
Ez�hibit D - Job Obligations
Ez�hibit E- Reserved
Ez�hibitF - Reserved
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EXHIBIT B— 1
High Quality Jobs Program—Tax Credit Component
Special Conditions to Contract#20-HQJP-001
The following additional terxns shall apply to the Contract:
SECTION 1: ADDITIONAL DEFINITIONS.
The following additional terms are defined in this Contract as follows:
"Capital Investment" means the investment spent on depreciable assets. The minimum Capital
Investment required far this Project is as stated in Section 2 of this Ez�hibit The allowable categories of
expenditures for purposes of calculating Capital Investment are described in IEDA's administrative rule
261 IAC 174.10.
`7nvestmentQualifying for the Tcix Credit"means new investment directly related to jobs created or
retained by the start-up, location, expansion or modernization for this Project.
"Qualifying Investment" means the stabxtorily-required minimum inveshnent amount that must be
made and maintained by the Recipient to receive High Quality Jobs Program Tax Incentives for this Project.
This amount is as stated in Section 2 of this Ez�hibit Not all expenditures count toward meeting the required
Qualifying Investment. The categories of expenditures that can be included for purposes of ineeting and
maintaining statutorily-required investxnent requirements are described in 261 IAC 174.10.
`Economically Distressed Area"means a county that ranks among the bottom 33 of all Iowa counties,
as measured by either the average monthly unemployment level for the most recent 12-month period or the
average annualized unemployment level for the most recent five-year period.
SECTION 2: TERMS AND CONDITIONS OF THE AWARD
2.1 Award. The Recipient is awarded the following Tax Incentives through the High Quality Jobs
Program,based on the minimum investment requirements described herein: $239,568.
2.2 Minimum Investment Requirements. As a condition of receiving Tax Incentives, the Recipient
shall meet the following minimum investxnent requirements:
(a) Capital Investment. $2,675,670
(b) Qualifying Investment. $2,675,670
(c) Investment Qualifyingfar Tax Credits. $2,675,670
2.3 Additional Tax Incentives. The Recipient is eligible for additional incentives pursuant to Iowa
Code section 15.326, et seq. The following Tax Incentives, in the maximum amounts shown for each
authorized incentive, are also available to the Recipient:
Authorized Incentives Included in Award Maximum Amt.
Refund of Sales, Service, and Use Tcixes. � yeS $ 52,271
❑ No
Refund of Sales Tcixes Attributable to Racks, Shelving, � ye3 $0
and Conveyor Equipment. � No
Conhact#20-HQJP-001 E�ibit B-1,Page 1 �r„e app.00ea 1 oizo!�
Authorized Incentives Included in Award Maximum Amt.
Corporate Tcix Credit For Certain Sales Tcixes Paid � ye3 $0
By Third Party Developer. � No
InvestmentTcix Credit(7%) � ye3 $ 187,297
❑ No
Research Activities Credit. � yeS $0
� No
Local Property Tax Exemption Provided by � yeS $0
Community �
No
2.4 Conditions for Authorized Incentives. The Recipient is responsible to seek these additional
incentives through processes described in the applicable statutes and corresponding administrative rules,
ordinances and procedures. The following conditions shall apply to the incentives described in section 2.3
of this Ez�hibit
(a)Refund Of Sales, Service And Use Tcixes Paid To Contractors Or Subcontractors. The Recipient is
eligible for a refund of sales, service and use taxes paid to contractors and subcontractors as authorized in
Iowa Code section 15.331A(2011 Supplement).
1. The Recipient may apply for a refund of the sales and use taxes paid under Iowa Code
chapters 422 and 423 for gas, electricity,water or sewer utility services, goods,wares, or
merchandise, or on services rendered,furnished, or performed to or for a contractor or
subcontractor and used in the fulfillment of a written contract relating to the construction or
equipping of a facility of the Recipient.
2. Taxes attributable to intangible property and furniture and furnishings shall not be refunded.
3. To receive a refund of the sales, service and use taxes paid to contractors or subcontractors,
the Recipient must:
i. Inform the Iowa Department of Revenue(IDR) in writing within two weeks of
project completion. For purposes of claiming this refixnd, "project completion"
means the first date upon which the average annualized production of finished
product far the preceding ninety-day period at the manufacbxring facility
operated by the Recipient is at least fifty percent of the initial design capacity of
the facility.
ii. For all other projects,the date of completion of all improvements necessary for
the start-up, location, expansion or modernization of a business.
iii. Make an application to IDR within one year after"project completion,"as
defined above.
(b) Reserved.
(c) Reserved.
4.
Conhact#20-HQJP-001 E�ibit B-1,Page 2 �r„eapp.00ealoizol�
(d) InvestmentTaxCredit.
1. The Recipient may claim an inveshnent tax credit as provided in Iowa Code section 15.333.
Such credit may be claimed for a portion of the Qualifying Expenditures, as defined below in
subparagraph(3), directly related to Job Obligations, as described in Exhibit D, of the start-up
or location, expansion, or modernization of the business under this program. The credit shall
be earned when the qualifying asset is placed in service. The Recipient shall not claim more
than the amount authorized far this incentive as stated above and in Article 3 of the Contract
Any credit in excess of the tax liability far the tax year may be credited to the tax liability for
the following seven years or until depleted,whichever occurs first.
2. The tax credit shall be amortized e uall over a five- ear eriod as s ecified below:
Januar 1,2019—December 31,2019 $37,459
Januar 1,2020—December 31,2020 $37,459
Januar 1,2021—December 31,2021 $37,459
Januar 1,2022—December 31,2022 $37,459
Januar 1,2023—December 31,2023 $37,459
3. Only Qualifying Expenditures are eligible far the investment tax credit For purposes of this
incentive, "Qualifying Expenditures"means:
i. The purchase price of real property and any buildings and structures located on
the real property.
ii. The cost of improvements made to real property which is used in operation of the
business.
iii. The costs of machinery and equipment, as defined in Iowa Code section
427A.1(1) "e"and`j"purchased for use in the operation of the business and for
which the purchase price may have been depreciated in accordance with GAAP.
4. If the Project includes leasing of new construction or major renovation of an existing building,
the annual base rent paid to a third-party developer by Recipient must be for a period equal to
the terxn of the lease agreement but cannot exceed the maximum terxn of the agreement,
provided the cumulative cost of the base rent payments far that period does not exceed the cost
of the land or the third-party developer's costs to build or renovate the building for the
Recipient Limitations to annual base rent shall only be considered when the Project includes
the construction of a new building or the major renovation of an existing building. The
Recipient shall enter into a lease agreement with the third-party developer for a minimum of
five years.
(e) Reserved.
(� 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:
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3.1 Job Obliaations. 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,far Created Jobs,
the RecipienYs Base Employment Level, as detailed in Ez�hibit D—Job Obligations, and maintain the jobs
through the Maintenance Period.
3.2 Waae Obliaations. The Qualifying Wage Threshold rates specific to this Contract that must be
met are stated in Ez�hibit D,Job Obligations. By the Project Completion Date and through the Maintenance
Completion Period Date,the Recipient shall:
(a) For Projects in Economically Distressed Areas or at a designated Grayfield Site, the Qualifying
Wage Threshold requirement applicable to all phases of the Project is 100%of the Qualifying Wage
Threshold.
(b) For Projects at a designated Brownfield Site,the Qualifying Wage Threshold requirement
applicable to all phases of the Project is 90%of the Qualifying Wage Threshold.
(c) For all other Projects:
1. Far the Created Jobs,pay 100%of the Qualifying Wage Threshold at the start of the Project
Completion Period, at least 120%of the Qualifying Wage Threshold by the Project Completion Date,
and at least 120%of the Qualifying Wage Threshold until the Maintenance Period Completion Date.
2. Far the Retained Jobs,pay at least 120%of the Qualifying Wage Threshold throughout both
the Project Completion Period and the Maintenance Period.
3.3 Provide Sufficient Benefits. The Recipient shall provide Sufficient Benefits to all employees
included as part of the job and wage obligations.
SECTION 4: ADDITIONAL DEFAULT PROVISIONS
In addition to the default provisions included in Article 9 of the Contract, the following default provisions
shall apply:
4.1 Repavment of Tax Incentives Received -Hiah Qualitv Jobs Proaram. IDR is the state agency
responsible for collecting the value of any Tax Incentives received in violation of the terms of this Contract
The Community is the party responsible for collecting the value of the local tax incentives received in
violation of this Contract. IEDA will deterxnine if the Recipient has met the terms of this Contract If there
is an unremedied Event of Default, IEDA will provide written notice to IDR and the Community.
Calculation of the amount owed may be based on a sliding scale in certain circumstances and may include
interest assessed by IDR. Those circumstances are as follows:
(a)Failure to Meet Job Obligations by Project Completion Date. If the Recipient does not meet its
Job Obligations as detailed in Ez�hibit D, Job Obligations by the Project Completion Date,the repayment
amount shall be the same proportion as the amount of the shortfall in created jobs. For example, if the
Recipient creates 50 percent of the jobs required,the Recipient shall repay 50 percent of the incentives
received. Far Modernization Projects,Recipient shall maintain the Base Employment Level. Any job
loss may result in a proportional reduction or repayment of incentives received.
Upon repayment of the amount due,IEDA will reduce the Recipient's Job Obligations.The reduced
Job Obligations must be maintained through the Maintenance Period Completion Date.
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(b) Job shartfall at Maintenance Period Completion Date. If the Recipient does not maintain its
adjusted Job Obligations through the Maintenance Period Completion Date, Recipient shall repay an
additional percentage of the Tax Incentives it has received. The amount to be repaid will be calculated as
described in subsection(a)above.
(c) Qualifying Investment. If the Recipient does not meet its Qualifying Investment requirement as
defined in Section 2 of this Ez�hibit, the repayment amount shall be the same proportion as the amount of
the shortfall in required Qualifying Investxnent. For example, if the Recipient meets 75 percent of the
amount of required Qualifying Investment, the Recipient shall repay 25 percent of the amount of the
incentives received.
(d) Less than Total Project Cost at Project Completion Date. If the Recipient does not complete the
Project with a Total Project Cost as stated in Ez�hibit C, Project Description and Award Budget, by the
Project Completion Date Recipient shall repay a portion of the Tax Incentives received.
For example,if the Recipient's actual Total Project Cost is 10%less than pledged, 10%of the value
of the Tax Incentives received,plus any interest assessed by IDR,must be repaid.
(e)Repayment Amount If Shortfall in Job Obligations, Qualifying Investment and/or Less Than Total
Project Cost If the Recipient experiences a shartfall in two or more of its requirements related to Job
Obligations,Qualifying Inveshnent, ar the Total Project Cost,IEDA will calculate the percentage owed for
the RecipienYs failure to meet each of the requirements. The higher of these amounts shall be the amount
Recipient shall repay to IDR.
(fl Selling, Disposing, or Razing of Property. If, within five years of purchase, the Recipient sells,
disposes of, razes, or otherwise renders unusable all or a part of the land, building, or other existing
strucbxres for which an investment tax credit was claimed, the income tax liability of the Recipient for
the year in which all or part of the property is sold, disposed of, razed, or otherwise rendered unusable
shall be increased by one of the following amounts,plus any interest assessed by IDR:
1. 100% of the tax credit claimed if the properly ceases to be approved far the tax credit within
one full year after being placed in service.
2. 80%of the tax credit claimed if the properly 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 far 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 far the tax credit within
four full years after being placed in service.
5. 20%of the tax credit claimed if the property ceases to be approved far the tax credit within five
full years after being placed in service.
-End of Ez�hibit B— 1 -
Conhact#20-HQJP-001 E�ibit B-1,Page 5 �r„eapp.00ealoizol�
EXHIBIT B—2
High Quality Jobs Program—Project Completion Assistance Component
Special Conditions to Contract#20-HQJP-001
The following additional terxns shall apply to the Contract:
SECTION 1: ADDITIONAL DEFINITIONS.
The following additional terms are defined in this Contract as follows:
`Economically Distressed Area"means a county that ranks among the bottom 33 of all Iowa counties,
as measured by either the average monthly unemployment level for the most recent 12-month period or the
average annualized unemployment level for the most recent five-year period.
SECTION 2 : TERMS OF THE AWARD.
2.1 Description of Award. $250,000 of the Award shall be from the High Quality Jobs Program -
Project Completion Assistance Component
2.2 Form of Assistance. The Award, or partion thereof,made through the High Quality Jobs Program
-Project Completion Assistance Component shall be in the following form(s):
(a)Reserved.
(b)Forgivable Loan. The Forgivable Loan shall be awarded to Recipient on the following terms and
conditions:
1. Amount: $250,000.
2. Interest Rate: 0 %;Interest accrues from the date of first disbursement of funds.
3. Term: 60 months.
4. Promissory Note. The obligation to repay the Forgivable Loan shall be evidenced by a
Promissory Note executed by the Recipient.
5. Terms of Forgiveness. This Forgivable Loan will be forgiven if the Recipient:
(i) Completes the Project Perforxnance Obligations in Article 7 of the Contract by the
Project Completion Date, and
(ii) Maintains the Project Perforxnance 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
Conhact#20-HQJP-001- E�ibit B-2,Page 1 �r„e app.00ea 1 oizo!�
6. Prepayment. The outstanding principal and accrued interest of this Forgivable Loan, or any
part thereof that is not forgiven, may be prepaid in part or in full at any time without penalty.
7. Acceleration upon Default. If there is a failure to pay any installment of principal and interest
when due, or only a partion is paid, or in the event of any other Event of Default under this Contract, the
IEDA may declare the entire unpaid principal and all accrued interest immediately due and payable.
(c) Reserved.
2.3 Additional Special Terms and Conditions. The Recipient shall comply with the additional terms
and conditions as a requirement of the Award, or portion thereof, described in this Exhibit:
• Award funds to be disbursed after Maintenance Period Completion Date and satisfactory close-
out
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 Obliaations. 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,far Created Jobs,
the RecipienYs Base Employment Level, as detailed in Ez�hibit D—Job Obligations, and maintain the jobs
through the Maintenance Period.
3.2 Waae Obliaations. The Qualifying Wage Threshold rates specific to this Contract that must be
met are stated in Ez�hibit D,Job Obligations. By the Project Completion Date and through the Maintenance
Completion Period Date,the Recipient shall:
(a)For Projects in Economically Distressed Areas or at a designated Grayfield Site the Qualifying
Wage Threshold requirement applicable to all phases of the Project is 100% of the Qualifying Wage
Threshold.
(b) For Projects at a designated Brownfield Site, the Qualifying Wage Threshold requirement
applicable to all phases of the Project is 90%of the Qualifying Wage Threshold.
(c)For all other Projects:
1. Far the Created Jobs,pay 100%of the Qualifying Wage Threshold at the start of the
Project Completion Period, at least 120%of the Qualifying Wage Threshold by the
Project Completion Date, and at least 120%of the Qualifying Wage Threshold until the
Maintenance Period Completion Date.
2. For the Retained Jobs,pay at least 120%of the Qualifying Wage Threshold throughout
both the Project Completion Period and the Maintenance Period.
3.3 Provide Sufficient Benefits. The Recipient shall provide Sufficient Benefits to all employees
included as part of the job and wage obligations.
-End of Ez�hibit B—2-
Conhact#20-HQJP-001- E�ibit B-2,Page 2 �r„eapp.00ealoizol�
DESCRIPTION OF THE PROJECT AND AWARD BUDGET
(EXHIBIT C)
Name of Recipient: Crown Holdines.Inc.and Subsidiaries and Crown Cork&Seal USA. Inc.
Name of Community: Citv of Dubuaue
Contract Number: 20-HQ1P-001
PROJECT DESCRIPTION
Crown Holdings,Inc.and Subsidiaries and Crown Cork&Seal USA, Inc.will relocate its operations and transfer existing
equipment from Omaha to Dubuque.
AWARD BUDGET
SOURCE OF FUNDS AMOUNT FORM USE OF FUNDS COST
IEDA Programs *Land Acquisition
HQIP Financial Assistance $250,000 Forgivable Loan *Site Preparation
HQIPTaxCredit 'SeeBelow *BuildingAcquisition
*Building Construction
ECIARevolvingLoan $200,000 *BuildingRemodeling $1,742,382
Business $4,430,670 CapitalLease costs $2,205,000
*Mfg Machinery and Equipment $933,288
*Other Machinery and Equipment
Racking,Shelving,etc.
*Computer Hardware
Computer Software
*Furniture and Fixtures
Working Capital
Research and Development
Job Training
*included as capital investment if
awarded tax credit program
Tota I $4,880,670 Tota I $4,880,670
i$239,568 estimated benefit value
OTHER FUNDING
SOURCE OF FUNDS TOTAL AMOUNT FORM/TERM USED AS MATCH
TIF Rebate
Tax Abatement
260E Job Training
In-Kind Contributions
RISE
RED
Other
EXHIBIT D—JOB OBLIGATIONS
Recipient: Crown Holdings, Inc. and Subsidiaries and Crown Cork& Seal USA, Inc.
Community: City of Dubuque
Contract Number: 20-HQJP-001
This Project has been awarded Project Completion Assistance and Tax Incentives from the High Quality Jobs Program (HQJP)
—Tax Credit Component,High Quality Jobs Program (HQJP)—Financial Assistance Component. The chart below outline the
contractual job obligations related to this Project.
Data in the "Employment Base"column has been verified by IEDA and reflects the employment characteristics of the facility
receiving funding before this award was made. Jobs to be retained as a part of this Project must be included in these
calculations.
Data in the "Jobs To Be Created"column outlines the new full-time jobs(including their wage characteristics)that must be
added to the employment base and, if applicable, statewide employment base as a result of this award.
At the Project Completion Date and through the Maintenance Period Completion Date,the Recipient must achieve, at a
minimum,the numbers found in the "Total Job Obligations"column.
HQJP JOB OBLIGATIONS Employment Jobs Total
Project Completion Date: July 31, 2021 Base To Be Created Job
Maintenance Period Completion Date: July 31, 2023 Obligations
Total employment at project location 0 42 42
Average wage of total employment at project location N/A
Qualifying Laborshed Wage threshold requirement(per hr) $22.85
Number of jobs at or above qualifying wage 0 42 42
Average Wage of jobs at or above qualifying wage N/A
Notes re: Job Obli¢ations
1. When determining the number ofjobs at or above the qualifying wage,wages will include only the regular
hourly rate that serves as the base level of compensation. The wage will not include nonregular forms of
compensation such as bonuses,unusual overtime pay, commissions, stock options,pension,retirement or
death benefits,unemployment benefits or other insurance, or other fringe benefits.
2. Employment Base includes 0"Retained Jobs".
If the Recipient uses or proposes to use a non-standard work week(8 hours a day, 5 days a week, 52 weeks a
year including holidays,vacation and other paid leave), check the box below and describe that altemative
schedule. The altemative schedule must meet the requirements of 261 IAC 1732.) If the box is not checked
or if no altemative schedule is provided,IEDA will consider"PulLfime Eguivalent(FTE)Tob"to mean the
employment of one person for 8 hours per day for a 5-day, 40-hour workweek for 52 weeks per year,
including paid holidays,vacations and other paid leave.
❑ The Recipient shall use an altemative work week for purposes of its employees described in the Contract.
The altemative work week is as follows: [description].
SufficientBenefits Deductible Requirements
Recipient shall provide Sufficient Benefits with a maximum deductible of$1,700 for single coverage or
$3,750 for family coverage.