State of Iowa Business Financial Assistance Contract - Simmons Pet Food, Inc. and Iowa Economic Development Authority Copyrig hted
April 5, 2021
City of Dubuque Consent Items # 6.
City Council Meeting
ITEM TITLE: State of lowa Business Financial Assistance Contract by and among
Simmons Pet Food, I nc., the City of Dubuque, and the lowa Economic
Development Authority
SUM MARY: City Manager recommending approval of an Economic Development
Assistance Contract by and among Simmons Pet Food, I nc., the City of
Dubuque, and the I owa Economic Development Authority for the
expansion of Simmons Pet Food, I nc.'s operations in the City of
Dubuque.
RESOLUTION Approving the contract for State Business Financial
Assistance by and among Simmons Pet Food, I nc., the City of
Dubuque, lowa, and the lowa Economic DevelopmentAuthority
SUGGESTED Suggested Disposition: Receive and File;Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
Description Type
Simmons Financial Assistance Contract-MVM Memo City Manager Memo
Staff Memo Staff Memo
Resolution of Approval Resolutions
IEDA Contract Supporting Documentation
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 by and among
Simmons Pet Food, Inc., the City of Dubuque, and the lowa Economic
Development Authority
DATE: April 1, 2021
Economic Development Director Jill Connors recommends City Council approval of an
Economic Development Assistance Contract by and among Simmons Pet Food, Inc.,
the City of Dubuque, and the lowa Economic Development Authority for an $80 million
investment for the expansion of Simmons Pet Food, Inc.'s operations in the City of
Dubuque. The proposed project would add 271 full-time jobs.
The lowa Economic Development Authority has awarded Simmons up to $3,000,000 of
investment tax credits, a sales tax refund estimated at $300,000, and an $800,000
forgivable loan.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
�
Mic ael C. Van Milligen
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Jill Connors, Economic Development Director
Dubuque Economic Development
Department
THE CITY OF � 1300 Main Street
All•America Eity Dubuque,lowa 52001-4763
�� � "h�N",`��nz�'��:�:��� Office(563)589-4393
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http://www.cityofd u bu q ue.org
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TO: Michael C. Van Milligen, City Manager
FROM: Jill M. Connors, Economic Development Director
SUBJECT: State of lowa Business Financial Assistance Contract by and among
Simmons Pet Food, Inc., the City of Dubuque, and the lowa Economic
Development Authority
DATE: March 31, 2021
INTRODUCTION
This memorandum presents for City Council review and approval a resolution authorizing
Contract 21-HQJP-017 by and among Simmons Pet Food, Inc. (Simmons), the City of
Dubuque, and the lowa Economic Development Authority (IEDA).
BACKGROUND
Simmons Pet Food is the sixth largest pet food manufacturer in the United States and
North America's largest producer of store brand and private label wet pet food products.
Simmons manufactures wet and dry pet food for dogs and cats, as well as pet treats for
dogs. Wet pet food is available in various forms including cuts in gravy, slices in gravy,
ground, pate, and loaf. Dry pet food is generally available in kibbles, meal, and expanded
particles. Customers include blue chip companies that represent the top 10 pet food and
retailers in the US.
DISCUSSION
Simmons is expanding its wet pet food manufacturing capacity in the United States with
a new manufacturing facility in Dubuque. The expansion is in two phases with investment
totaling nearly $80 Million to purchase the building at 501 Seippel Road, retrofit it for food
manufacturing, and acquire the necessary equipment. Simmons also has purchased
adjacent City-owned land. Phase 1 will be completed in 2021 and will create 138 new
jobs. Phase 2 will include the build-out of a distribution center and an additional
manufacturing line. Phase 2 will be completed in 2023 and will create an additional 133
newjobs. Total jobs created will be 271 jobs with wages averaging in excess of$20/hour.
IEDA has awarded Simmons up to $3,000,000 of investment tax credits, a sales tax
refund estimated at $300,000, and an $800,000 forgivable loan. The City Council has
emphasized business growth and retention as one of its goals and priorities for the future
of the City of Dubuque. Approving the contract award with Simmons will strengthen the
company's ability to expand and hire within the City of Dubuque and the State of lowa.
RECOMMENDATION/ACTION STEP
I recommend that the City Council adopt the attached resolution approving Economic
Development Assistance Contract 21-HQJP-017 by and among Simmons Pet Food, Inc.,
the City of Dubuque, and IEDA, for an $80 Million investment for the expansion of
Simmons Pet Food, Inc.'s national operations in the City of Dubuque. The proposed
project would add 271 full-time jobs and promote the City's goal of retaining and
expanding business to add to the City's economic base.
2
Prepared by: Jill Connors, Economic Development, 1300 Main Street, Dubuque IA 52001, 563 589-4393
Return to: Jill Connors, Economic Development, 1300 Main Street, Dubuque IA 52001, 563 589-4393
RESOLUTION NO. 91-21
APPROVING THE CONTRACT FOR STATE BUSINESS FINANCIAL ASSISTANCE
BY AND AMONG SIMMONS PET FOOD, INC., THE CITY OF DUBUQUE, IOWA, AND
THE IOWA ECONOMIC DEVELOPMENT AUTHORITY
Whereas, Simmons Pet Food, Inc. is an Arkansas corporation operating a global
workforce of seven thousand three hundred fifty employees; and
Whereas, Simmons Pet Food, Inc. has proposed making a nearly Eighty Million
Dollar ($80,000,000.00) investment in building purchase and improvements, equipment
purchase, and site acquisition and development in the City of Dubuque which will allow
the creation of two hundred seventy-one (271) 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 proposed Project will contribute to the local
economy; and
Whereas, financial assistance from the Iowa Economic Development Authority is
designed to assist in the economic development efforts of local jurisdictions; and
Whereas, the Iowa Economic Development Authority has requested execution of
an Economic Development Assistance Contract in order to finalize incentives and
document associated terms for the improvements of Simmons Pet Food, Inc. for the
proposed Project; and
Whereas, the City Council finds that approval by the City of Dubuque of Economic
Development Assistance Contract 21-HQJP-017 between and among Simmons Pet
Food, Inc., the City of Dubuque, and the Iowa Economic Development Authority, a copy
of which is attached hereto, is in the best interest of the City of Dubuque.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. That Economic Development Assistance Contract 21-HQJP-017 is
hereby approved.
Section 2. That the Mayor is hereby authorized to execute and the City Manager
is hereby directed to submit the Economic Development Assistance Contract 21-HQJP-
017 to the Iowa Economic Development Authority together with such other documents as
may be required.
Passed, approved, and adopted this 5t" day of April, 2021.
Roy D. Be, Mayor
Attest:
Adrienne N. Breitfelder, City Clerk
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ECONOMIC DEVELOPMENT
ASSISTANCE CONTRA CT
BY
SIMMONS PET FOOD, INC.,
THE CITY OF DUBUQUE,
AND THE
IOWA ECONOMIC DEVELOPMENT AUTHORITY
CONTRACT NUMBER: 21-HQJP-017
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TABLE OF CONTENTS
ARTICLE 1: CONTRACT DURATION
ARTICLE 2: DEFINITIONS
ARTICLE 3: AWARD TERMS
ARTICLE 4: CONDITIONS TO DISBURSEMENT OF FUNDS AND ISSUANCE OF TAX
CREDIT NUMBER; DISBURSEMENT TERMS
ARTICLE 5: SECURITY REQUIREMENTS
ARTICLE 6: REPRESENTATIONS AND WARRANTIES
ARTICLE 7: COVENANTS OF THE RECIPIENT
ARTICLE 8: COVENANTS OF THE COMMUNITY
ARTICLE 9: EVENTS OF DEFAULT;NOTICE AND OPPORTLTNITY TO CURE; AND
REMEDIES AVAILABLE TO IEDA
ARTICLE 10: MISCELLANEOUS
CONTRACT EXHIBITS
Exhibit A- Recipient's Financial Assistance Application(on file with IEDA), Application#
BFAA-000448
Exhibit B-1 High Quality Jobs Program-Tax Credit Special Conditions
Exhibit B-2 High Quality Jobs Program—Project Completion Assistance Component Special
Conditions
Exhibit C - Description of the Project and Award Budget
Exhibit D - Job Obligations
Exhibit E- Reserved
Exhibit F - Reserved
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Economic Development
Assistance Contract
RECIPIENT: SIMMONS PET FOOD, INC.
COMMUNITY: CITY OF DUBUQUE
CONTRACT NUMBER: 21-HQJP-017
AWARD DATE: DECEMBER 18, 2020
AWARD AMT. —FINANCIAL ASSISTANCE $800,000
AWARD AMT. —TAX INCENTIVES $3,300,000
This ECONOMIC DEVELOPMENT ASSISTANCE CONTRACT (Contract) is made as of the
Contract Effective Date by the Iowa Economic Development Authority (IEDA or Authority), 1963 Bell
Avenue, Suite 200, Des Moines,IA 50315, and Simmons Pet Food,Inc. (Recipient), 601 N. Hico, Siloam
Springs, AR 72761 and the City of Dubuque (Community), 50 W. 13t" Street, Dubuque,IA 52001.
WHEREAS, the Recipient submitted an application to IEDA requesting assistance in financing its
Project as more fully described in Exhibit C, Description of the Project and Award Budget (the Project);
and
WHEREAS, the Iowa Economic Development Authority Board (IEDA Board) awarded the
Recipient assistance for the Project from the funding sources identified herein(collectively,the Award),all
of which are subj ect to the terms and conditions set forth herein; and
NOW THEREFORE,in consideration of the mutual promises contained herein and intending to be
legally bound,the Recipient, the Community and IEDA agree to the following terms:
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ARTICLE 1: CONTRACT DURATION
This Contract shall be in effect on the Contract Effective Date and shall remain in effect until after
completion of each of the following:
(a) Through Project Completion Date. Through the Project Completion Period and for a reasonable
period of time after Project Completion Date during which IEDA will conduct Project closeout procedures
to verify that the Project was completed in compliance with Contract requirements.
(b) Through Maintenance Period Completion Date and Contract Closeout. Through the Maintenance
Period Completion Date and for a reasonable period of time after Maintenance Period Completion Date
during which IEDA will conduct closeout procedures to verify that the Project was maintained in
compliance with Contract requirements.
(c) Repayment or Payment Obligation. Until all outstanding amounts due to IEDA,if any,are received
by IEDA or all outstanding obligations to IEDA are satisfied in full.
(d)Contract End Date.Until IEDA has completed Contract closeout procedures and provided Recipient
and Community with written Notice of Final Contract Closeout.This Contract shall terminate as of the date
stated in the written Notice of Final Contract Closeout. Such date shall be the Contract End Date.
ARTICLE 2: DEFINITIONS
The following terms apply to this Contract:
`Affiliate"means any entity to which any of the following applies:
a. Directly, indirectly, or constructively controls another entity.
b. Is directly, indirectly or constructively controlled by another entity.
c. Is subject to the control of a common entity. A common entity is one which owns directly or
individually more than ten percent of the voting securities of the entity.
`Award"means any and all assistance provided by IEDA for the Project under this Contract.
`Award Date"means the date first stated in this Contract and is the date the IEDA Board approved the
award of financial assistance to the Recipient for the Project.
`Award Funds" means the cash that is provided by IEDA for this Project as Project Completion
Assistance,including loans.
`Base Employment Level" means the number of Full-Time Equivalent positions as established by
IEDA and Recipient using Recipient's payroll records, as of the date Recipient applied for Tax Incentives
or Project Completion Assistance. The number of jobs Recipient has pledged to create and retain shall be
in addition to the Base Employment Level.
`Benefits" means nonwage compensation provided to an employee. Benefits include medical and
dental insurance plans, pension, retirement, and profit-sharing plans, child care services, life insurance
coverage, vision insurance coverage, and disability insurance coverage.
`Brownfzeld site" means an abandoned, idled, or underutilized property where expansion or
redevelopment is complicated by real or perceived environmental contamination.A brownfield site includes
property contiguous with the site on which the property is located. A brownfield site does not 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 Environmental Response, Compensation, and Liability Act, 42,
U.S.C. 9601 et seq. In order to administer similar programs in a similar manner, the IEDA wi11 attempt to
apply this definition in substantially the same way as similar definitions are applied by the Brownfield
Advisory Council established in Iowa code section 15.294 and may consult members of the council or other
staff as necessary.
"Contract Effective Date"means the latest date on the signature page of this Contract.
"Contract End Date"means the date stated in the Notice of Final Contract Closeout issued by IEDA
pursuant to Article 1.
"Created.Iob" means a new, permanent, Full-Time Equivalent (FTE) position added to Recipient's
payroll in excess of the Base Employment Level at the time of application far Tax Incentives or Project
Completion Assistance.
"Forgivable Loan"means a form of an Award made by IEDA to the Recipient far which repayment is
eliminated in part or entirely if the Recipient satisfies the terms of this Contract.
"Full-Time Equivalent job," "FTE,"or `full-time"means the employment of one person:
L For 8 hours per day for a 5-day, 40-hour workweek for 52 weeks per year, including paid holidays,
vacations and other paid leave; or
2. The number of hours or days per week, including paid holidays, vacations and other paid leave,
currently established by schedule, custom, or otherwise, as constituting a week of full-time work for the
kind of service an individual performs for an employing unit,provided that the number of hours per week
is at least 32 hours per week for 52 weeks per year including paid holidays,vacations, and other paid leave.
For purposes of this definition, "employment of one person" means the employment of one natural
person and does not include "job sharing" or any other means of aggregation or combination of hours
worked by more than one natural person.
"Grayfield site"means a property meeting all of the following requirements:
a. The property has been developed and has infrastructure in place, but the property's current use is
outdated or prevents a better or more efficient use of the property. Such property includes vacant,blighted,
obsolete, or otherwise underutilized property.
b. The property's improvements and infrastructure are at least twenty-five years old and one or more
of the following conditions exists:
(1)Thirty percent or more of abuilding located on the property that is available for occupancy has been
vacant or unoccupied for a period of twelve months or more.
(2) The assessed value of the improvements on the property has decreased by twenty-five percent or
more.
(3)The property is currently being used as a parking lot.
(4)The improvements on the property no longer exist.
c. The Authority will attempt to apply this definition in substantially the same manner as similar
definitions are applied by the Brownfield Advisory Council established in Iowa code section 15.294.
`Job Obligations" means the jobs that must be created or retained as a result of receipt of state or
federal financial assistance, Project Completion Assistance, or Tax Incentives from IEDA and that are
required to meet the Qualifying Wage Threshold requirements. Recipient's Job Obligations are specified
in Exhibit D of this Contract. Jobs that do not meet the Qualifying Wage Threshold requirements shall not
be counted toward Recipient's job creation or job retention obligations contained in Exhibit D. The Job
Obligations in Exhibit D include Recipient's Base Employment Level and the number of new jobs required
to be created above the Base Employment LeveL 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 Exhibit D of this
Contract.
Loan"means an Award of assistance with the requirement that the Award be repaid with term,interest
rate, and other conditions specified as part of the conditions of the Award. "Loan"includes deferred loans,
forgivable loans, and float loans. A"deferred loan"is one for which the payment for principal, interest, or
both,is not required for some specified period.A"forgivable loan"is one for which repayment is eliminated
in part or entirely if the borrower satisfies specified conditions. A"float loan"means a short-term 1oan,not
to exceed 30 months, made from obligated but unexpended moneys.
`Nlaintenance 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.
`Nlaintenance 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.
`1l7odernization 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 work and activities to be completed by the Recipient as outlined
in Exhibit C -Description of the Project and Award Budget.
`Project Completion Assistance" means financial assistance or technical assistance provided to an
eligible business in order to facilitate the start-up, location, modernization, or expansion of the business in
this state and provided in an expedient manner to ensure the successful completion of the start-up location,
modernization, or expansion project.
Project Cornpletion Date" means the date by which the Recipient of incentives or assistance has
agreed to meet all the terms and obligations contained in this Contract. The Project Completion Date will
be a date by which the project must be completed, all incented jobs must be created or retained, and all
other applicable requirements must be met. The specific date on which the project completion period ends
is identified in Exhibit D.
Project Completion Period" means the period of time between the Award Date and the Project
Completion Date.
"Qualifying Jobs" are those Created or Retained Jobs that meet or exceed the Qualifying Wage
Threshold Requirement established to qualify for program funding for the programs providing assistance
to this Project.
"Qualifying Wage Threshold" means the Laborshed Wage as calculated by IEDA pursuant to statute
and rule for each program under which financial assistance or Tax Incentives for this Project are awarded.
The Qualifying Wage Threshold Requirement for this Project is outlined in Exhibit D,Job Obligations.
Recipient's Employment Base" means the number of jobs as stated in Exhibit D — Job Obligations
that the Recipient and IEDA have established as the Base Employment Level for this Project. The number
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of jobs the Recipient has pledged to create shall be in addition to the Recipient's Employment Base.
Retained.Iob"means an existing job that meets the Qualifying Wage Threshold Requirements and
would be eliminated or moved to another state if the Proj ect 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 andpays the monetary equivalent ofparagraph"1"or"2"above
in supplemental employee benefits. Benefits counted toward monetary equivalent could include medical
coverage, dental coverage, vision insurance, life insurance, pension, retirement, 401k, profit sharing,
disability insurance, and child care services.
"Tax Incentives"means the tax credits,refunds, or exemptions IEDA has awarded for this Project as
detailed in Article 3.
"Total Project Cost"means the cost incurred by the Recipient to complete the Proj ect as described in
Exhibit C.
ARTICLE 3: AWARD TERMS
3.1 Total Award Amount. The IEDA Board has approved an Award to the Community and
Recipient from the funding sources and in the maximum amounts shown below:
PROJECT COMPLETION FORM MAXIMUM
ASSISTANCE AMOUNT
High Quality Jobs Program Forgivable Loan $ 800,000
TOTAL FINANCIAL ASSISTANCE: $800,000
TAX 1NCENTIVES
High Quality Jobs Program Tax Incentives $ 3,300,000
TOTAL STATE TAX INCENTIVES: .$3,300,000
3.2 Terms and Conditions of Award. The terms and conditions of the Award shall be as described
in this Contract and the following incorporated exhibit(s):
Exhibit B-1 High Quality Jobs Program—Tax Credit Component Special Conditions
Exhibit B-2 High Quality Jobs Program—Project Completion Assistance Component Special
Conditions
ARTICLE 4: CONDITIONS TO AWARD; DISBURSEMENT AND ISSUANCE TERMS
4.1 Direct State Financial Assistance—Disbursements of Award Funds.
(a) Conditions to Disbursement. The obligation of IEDA to disburse funds under this Contract shall be
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subject to the conditions described in this Article 4.
(b) Process to Request Disbursement of Award Funds. Recipient shall prepare, sign and submit
disbursement requests and reports as specified in this Contract in the form and content required by IEDA.
Recipient shall verify that claimed expenditures are allowable costs. The Recipient shall maintain
documentation adequate to support the claimed costs.
(c)Documents Submitted. Funds will not be disbursed until IEDA has received the documents described
in section 4.3 below as well as the following additional documents,properly executed and completed and
approved by IEDA as to form and substance:
1. Security Docuinents. The fully executed Security Documents required in Article 5.
2. Promissory Note(s). The Promissory Note(s)required and described in the exhibit(s).
3. Requests for DisbuYsement. All disbursements of Award Funds shall be subject to receipt by
the IEDA of requests for disbursement,in form and content acceptable to IEDA,submitted by the Recipient.
All requests shall include documentation of costs that have been paid or costs to be paid immediately upon
receipt of Award proceeds.
(d)Prior Costs. No expenditures made prior to the Award Date may be included as Project costs. No
funds will be disbursed for expenditures prior to the Award Date.
(e) Cost Variation. In the event that the actual cost of the Project is less than the Total Project Cost
specified in Exhibit C, the Award Funds specified in Article 3.1 shall be reduced at the same ratio as the
reduction in the actual cost of the Project bears to the Total Project Cost specified in Exhibit B. Any funds
previously disbursed by IEDA in excess of the reduced Award Funds to be provided by IEDA shall be
returned to IEDA immediately upon receipt by Recipient of a written request by IEDA for repayment.
(� Investment of Award Funds.
1. In the event that the Award Funds are not immediately utilized, temporarily idle Award Funds
held by the Recipient may be invested, provided that such investments shall be in accordance with State
law, including but not limited to the provisions of Iowa Code chapter 12C concerning the deposit of public
funds. Interest accrued on temporarily idle Award Funds held by the Recipient shall be credited to and
expended on the Project prior to the expenditure of other Award Funds.
2. Within ten(10) days of receipt of a written request from IEDA, Recipient shall inform IEDA in
writing of the amount of unexpended Award Funds in the Recipient's possession or under the Recipient's
control,whether in the form of cash on hand, investments, or otherwise. Recipient shall return to IEDA all
unexpended Award Funds remaining,including accrued interest,after all allowable Project costs have been
paid or obligated within thirty(30) days after the Project Completion Date.
4.2 Tax Incentives—Conditions to Issuance of Tax Credit Number.
(a) Tax Credit Number Required to Claim Incentives. Recipient shall not claim the Tax Incentives
described in Article 3 until IEDA has issued a tax credit number for this Project and Recipient has
undertaken the activities described in this Contract and the applicable law to be eligible for such Tax
Incentives.
(b) Issuance of Tax Credit Number. Upon satisfaction of the conditions described herein, IEDA will
issue a tax credit number to the Recipient for this Project. The tax credit number shall be used in preparing
any claims for Tax Incentives.
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(c) Conditions to Issuance of Ta�Credit Number. The obligation of IEDA to issue a tax credit number
shall be subject to the conditions precedent described in Article 4.
(d)Documents Submitted. IEDA shall have received the documents described in section 4.3,properly
executed and completed, and approved by IEDA as to form and substance,prior to issuing any tax credit
number.
4.3 Documents required.
(a) Contract. Fully executed Contract.
(b) Incorporation Documents. Copies of the Articles of Incorporation or the Articles of Organization,
whichever is appropriate, of the Recipient, certified in each instance by its secretary or assistant secretary.
(c) Certificate of Existence; Certificate of Authority. A certificate of existence for the Recipient from
the State of incorporation or organization, whichever is appropriate, and a certificate of authority
authorizing the Recipient to conduct business in the state of Iowa, if it is not organized or incorporated in
Iowa.
(d) Results of Lien and Tax Search and Documentation of Satisfactory Credit History. Financing
statement, tax and judgment lien search results, in the Recipient's state of incorporation or organization,
against the Recipient and/or the property serving as the Recipient's security under this Contract, and
documentation of satisfactory credit history of the Recipient and guarantors, as applicable, with no
judgments or unsatisfied liens or similar adverse credit actions.
(e) Other Required Documents. Such other contracts, instruments, documents, certificates and
opinions as IEDA may reasonably request.
(� Solid or Hazardous Waste Audit. To comply with Iowa Code section 15A.1(3)"b,"if the Recipient
generates solid ar hazardous waste, it must either: a) submit a copy of the Recipient's existing in-house
plan to reduce the amount of waste and safely dispose of the waste based on an in-house audit conducted
within the past 3 years; or b) submit an outline of a plan to be developed in-house; or c) submit
documentation that the Recipient has authorized the Iowa Department of Natural Resources or Iowa Waste
Reduction Center to conduct the audit.
(g) Release Form—Confidential Tax Information. A signed Authorization for Release of Confidential
State Tax Information form to permit IEDA to receive the Recipient's state tax information directly from
the Iowa Department of Revenue for the purpose of evaluation and administration of Tax Incentives and
other state financial assistance programs.
(h) Project Financial Commitments. The Recipient shall have submitted documentation acceptable to
IEDA from the funding sources identified in Exhibit A committing to the specified financial involvement
in the Proj ect and received the IEDA's approval of the documentation.The documentation shall include the
amount, terms and conditions of the financial commitment, as well as any applicable schedules and may
include agreements and resolutions to that effect.
(i) State Building Code Bureau Approval. If any part of the Award proceeds will be used for the
construction of new buildings and if any of the following applies:
1.The building or structure is located in a governmental 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 construction shall not be conducted prior to obtaining written approval of
the final plans by the State Building Code Bureau of the Iowa Department of Public Safety.
4.4 Suspension,Reduction or Delay of Award.Any one or more of the following shall be grounds for
IEDA to suspend, delay or reduce the amount of disbursement of Award Funds or delay the issuance of a
tax credit number or receipt of Tax Incentives:
(a) 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 for 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 for this Contract, or
(ii) any other reason beyond the IEDA's control may, in the IEDA's discretion, result in the suspension,
reduction or delay of Award Fund or authorization or issuance of Tax Incentives to the Recipient.
4.5 Closing Cost Fee.Upon execution of the contract and prior to the issuance of a tax credit number or
the disbursement of Award Funds, 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 perform its obligations hereunder.
(b)Authority and T�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 perform, or cause to be performed, 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
judgment, injunction, order, or decree binding upon the Recipient or any provision of the corporate
governance documents of the Recipient,nor does this Contract contravene or constitute a default under any
covenant, indenture or contract of or affecting the Recipient or any of its properties.
(c) Affiliates. The Recipient has no Affiliates involved with the Project on the Contract Effective Date.
(d) Financial Reports. The balance sheet of the Recipient furnished to IEDA fairly presents its financial
condition as of said date and is in conformity with Generally Accepted Accounting Principles (GAAP)
applied on a consistent basis. The Recipient has no contingent liabilities which are material to it,other than
as indicated on such financial statements or, with respect to future periods, on the financial statements
furnished to IEDA.
(e) No MateYial Adverse Change. Since the Award Date, there has been no change or the Recipient
foresees no change in the condition (financial or otherwise) of the Recipient or the prospects of the
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 or therein not misleading. The
IEDA acknowledges that, as to any projections furnished to the IEDA, the Recipient only represents that
the same were prepared on the basis of information and estimates it believed to be reasonable.
(g) Trademarks, Franchises and Licenses. The Recipient owns, possesses, or has the right to use all
necessary patents, licenses, franchises, trademarks, trade names, trade styles, copyrights, trade secrets,
knowhow and confidential commercial and proprietary information to conduct its business as now
conducted, without known conflict with any patent, license, franchise, trademark, trade name, trade style,
copyright or other proprietary right of any other Person. As used in this Contract, "Person" means an
individual, partnership, corporation, association, trust, unincorporated organization or any other entity or
organization, including a government or agency or political subdivision thereof.
(h) Governmental Authority and Licensing. The Recipient has received all licenses, permits, and
approvals of all Federal, state, local, and foreign governmental authorities, if any, necessary to conduct its
business, in each case where the failure to obtain or maintain the same could reasonably be expected to
have a material adverse effect. No investigation or proceeding which, if adversely determined, could
reasonably be expected to result in revocation or denial of any material license, permit, or approval is
pending or,to the knowledge of the Recipient, threatened.
(i) Litigation and Other Controversies. There is no litigation or governmental proceeding pending,nor
to the knowledge of the Recipient, threatened, against the Recipient which,if adversely determined would
result in any material adverse change in the financial condition, properties, business or operations of the
Recipient, nor is the Recipient aware of any existing basis for any such litigation or governmental
proceeding.
(j) Good Title. The Recipient has good and defensible title to or valid leasehold interests in all of its
property involved with the Project including, without limitation, the Secured Property if real property is a
security for this Contract reflected on the most recent balance sheets furnished to the IEDA,except for sales
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of assets in the ordinary course of business.
(k) Taxes. All tax returns the Recipient is required to file in any jurisdiction have, in fact,been filed,
and all taxes, assessments, fees and other governmental charges upon the Recipient or upon any of its
property, income or franchises, which are shown to be due and payable in such returns, have been paid,
except such taxes, assessments, fees and governmental charges, if any, which are being contested in good
faith and by appropriate proceedings which prevent enforcement of the matter under contest and as to which
adequate reserves established in accordance with GAAP have been provided. The Recipient knows of no
proposed additional tax assessment against it for which adequate provisions in accordance with GAAP have
not been made on its accounts. Adequate provisions in accordance with GAAP for taxes on the books of
the Recipient have been made for all open years, and for their current fiscal period.
(1) Other Contracts. The Recipient is not in default under the terms or any covenant, indenture or
contract of or affecting the Recipient's business or any of its properties, which default, if uncured, would
have a material adverse effect on its financial condition,properties,business or operations.
(m) No Event of Default. No Event of Default, as defined in Article 9, has occurred or is continuing.
(n) Compliance with Laws. The Recipient is in compliance with the requirements of all federal, state
and local laws,rules and regulations applicable to or pertaining to the business operations of the Recipient
and laws and regulations establishing quality criteria and standards for air, water, land and toxic or
hazardous wastes or substances, non-compliance with which could have a material adverse effect on the
financial condition, properties, business or operations of the Recipient. The Recipient has not received
notice that its operations are not in compliance with any of the requirements of applicable federal, state or
local environmental or health and safety statutes and regulations or are the subject of any governmental
investigation evaluating whether any remedial action is needed to respond to a release of any toxic or
hazardous waste or substance into the environment, which non-compliance or remedial action could have
a material adverse effect on the financial condition, properties, business or operations of the Recipient.
(o)Effective Date of Representations and Warranties. The warranties and representations of this Article
are made as of the Contract Effective Date and shall be deemed to be renewed and restated by the Recipient
at the time each request for disbursement of Award Funds is submitted to IEDA or each time Tax Incentives
are claimed by the Recipient.
6.2 Representations of Communitv.
(a)Local Approvals Received,• Authority and T�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 Communiry to:
1. Sign this Contract, and
2. Perform each and all of the Communiry's obligations under this Contract.
The Contract delivered by the Community has been duly authorized, executed and delivered by the
Communiry and constitutes the valid and binding obligations of the Communiry and is enforceable against
it in accordance with its terms. This Contract and related documents do not contravene any provision of
law or any judgment, injunction, order or decree binding upon the Community or contravene or constitute
a default under any covenant, indenture or contract of or affecting the Community or any of its properties.
(b) Local Commitment. The Community represents that there are legally enforceable commitments in
place for the Community local commitment identified for the Project in Exhibit C -Description of the
Project and Award Budget.
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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 perform its obligations under this Contract.
(d) Full Disclosure; Community's Financial Assistance Application. The statements and other
information furnished to the IEDA by the Community in the Financial Assistance Application and in
connection with the negotiation of this Contract do not contain any untrue statements of a material fact or
omit a material fact necessary to make the material statements contained herein or therein not misleading.
The IEDA acknowledges that,as to any projections furnished to the IEDA,the Community only represents
that the same were prepared on the basis of information and estimates it believed to be reasonable.
(e) Governmental Authority and Licensing. The Community has received all licenses, permits, and
approvals of all federal, state, local, and foreign governmental authorities, if any, necessary to perform its
obligations under this Contract. No investigation or proceeding which, if adversely determined, could
reasonably be expected to result in revocation or denial of any material license, permit, or approval is
pending or,to the knowledge of the Community, threatened.
(f) Litigation and Other Controversies. There is no litigation or governmental proceeding pending,nor
to the knowledge of the Community, threatened, against the Community which, if adversely determined
would result in any material adverse change in the Community's ability to perform under this Contract,nor
is the Community aware of any existing basis for any such litigation or governmental proceeding.
(g) No Event of Default. No Event of Default by the Community, as defined in Article 9,has occurred
or is continuing.
(h) Compliance with Laws. The Community is in compliance with the requirements of all federal,
state and local laws, rules and regulations applicable to or pertaining to the operations of the Community
and laws and regulations establishing quality criteria and standards for air, water, land and toxic or
hazardous wastes or substances, non-compliance with which could have a material adverse effect on the
financial condition, properties, business or operations of the Community in relation to the Community's
ability to perform 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
For the duration of this Contract,the Recipient covenants to IEDA as follows:
7.1 Proiect Performance Obli�ations.
(a) Use Award Funds only for Project. The Recipient shall use the Award Funds only for the Project
and for the activities described in Exhibit C-Description of the Project and Award Budget and this Contract.
Use of the Award Funds shall conform to the Budget for the Project as detailed in Exhibit C -Description
of the Project and Award Budget. The Recipient represents that there are legally enforceable commitments
in place from the funding sources identified for the Project in Exhibit C -Description of the Project and
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Award Budget.
(b) Meet and Maintain Eligibility Requirements. Recipient shall continue to meet and maintain all
statutory eligibility requirements for the funding sources providing assistance under this Contract.
(c) Project Ti�ne 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 Maintenance Period Contract
Date Completion Completion Date Period Completion Date Closeout
Period
"Award Date"is "Project "Project "Maintenance "Maintenance Period IEDA will conduct
the date first Completion Completion Date"is Period"is the Completion Date"is Contract Closeout
stated in this Period"is the the date defined in period of time the date de6ned in procedures after all
Contract and is period of time Exhibit D by which between the Exhibit D on which events described in
the date the between the Award the Recipient must Project the Maintenance Article 1 have been
IEDA Board Date and the complete the Completion Period ends. met.
approved the Project Completion Project. Date and the
awarding of Date. Maintenance At this point,IEDA "Contract End Date"
financial At this point,IEDA Period will review the Project is the date stated in
assistance to the will review the Completion to verify that it was IEDA's written
Recipient far the Project to verify Date.The maintained in Notice of Final
Project. compliance with Project must be compliance with Contract Closeout
Contract terms and maintained in Contract terms and that is issued
obligations. Iowa for this obligations. pursuant to Article 1.
period of rime.
(d) Complete Project by Project Completion Date. By the Project Completion Date, Recipient shall
complete the Project,make the total investment it pledged for the Project and in accordance with the Award
Budget as detailed in Exhibit C -Description of the Project and Award Budget, and comply with all other
performance requirements described in this Contract.
(e) Total Project Costs. By the Project Completion Date, Recipient shall have completed the Project
with a Total Project Cost as detailed in Exhibit C -Description of the Project and Award Budget.
(� Maintain Project through Maintenance Period Completion Date. Recipient shall maintain the
Project through the Maintenance Period Completion Date.
(g) Maintain Project in Iowa During Contract Period. The Recipient shall at all times preserve and
maintain its existence as a corporation in good standing and maintain the Project in Iowa. The Recipient
will preserve and keep in force and effect all licenses,permits, franchises, approvals,patents, trademarks,
trade names, trade styles, copyrights and other proprietary rights necessary to the proper conduct of its
respective business.
7.2 Taxes and Insurance.
(a) Pay Taxes and Assessments. The Recipient shall duly pay and discharge all taxes, rates,
assessments, fees, and governmental charges upon or against its properties, in each case before the same
become delinquent and before penalties accrue thereon, unless and to the extent that the same are being
contested in good faith and by appropriate proceedings and adequate reserves are provided therefore.
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(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 form the nature and
extent of the insurance maintained pursuant to this Article.
7.3 Preserve Project and Protect Security.
(a) Maintenance of Properties. The Recipient shall maintain,preserve and keep its properties in good
repair, working order and condition, ordinary wear and tear excepted, and will from time to time make all
needful and proper repairs, renewals, replacements, additions and betterments thereto so that at all times
the efficiency 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 for the Project.
3. Remove from the Project site or the State all or any part of the Secured Property.
4. Create,incur or permit to exist any lien of any kind on the Secured Property.
7.4 Recipient Chan�es.
(a) No Changes in Recipient Operations. The Recipient shall not materially change the Project or the
nature of the business and activities being conducted or proposed to be conducted by Recipient,as described
in the Recipient's approved Financial Assistance Application, Exhibit A of this Contract, unless approved
in writing by IEDA prior to the change.
(b) Changes in Recipient Ownership, Structure and Control. The Recipient shall not materially change
the ownership, structure, or control of the business if it would adversely affect the Project. This includes,
but is not limited to, entering into any merger or consolidation with any person, firm or corporation or
permitting substantial distribution, liquidation or other disposal of assets directly associated with the
Project. Recipient shall provide IEDA with advance notice of any proposed changes in ownership,structure
or controL The materiality of the change and whether the change adversely affects the Project shall be as
reasonably determined by IEDA.
7.5 Required Reports.
(a)Review of Reports. The Recipient shall prepare, sign and submit required reports,in the form and
content required by IEDA, as specified in this Contract.
(b)Reports. The Recipient shall prepare, sign and submit the following reports to the IEDA
throughout the Contract period:
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Report Due Date
Annual Project Status Report
The Annual Project Status Report will collect July 31s`for the period ending June 30th
information from the Recipient about the status
of the Project.
End of Project Report
The End of Project Report will collect Within 30 days of Project Completion Date
information from the Recipient about the
completed Project.
End of Maintenance Period Report
The End of Maintenance Period Report will Within 30 days of the end of the Maintenance
collect information from the Recipient's Period Completion Date
continued maintenance of the Project.
(c) Additional Reports, Financial Statements as Requested by IEDA. The IEDA reserves the right to
require more frequent submission of reports if, in the opinion of the IEDA, more frequent submissions
would provide needed information about Recipient's Project performance, or if necessary in order to meet
requests from the Iowa General Assembly,the Department of Management or the Governor's office.At the
request of IEDA,Recipient shall submit its annual financial statements completed by an independent CPA,
or other financial statements including, but not limited to, income, expense, and retained earnings
statements.
7.6 Compliance with Laws.
(a) State, local and federal laws. Recipient shall comply in all material respects with the requirements
of all applicable federal, state and local laws, rules,regulations and orders.
(b) Environmental laws. Recipient shall comply in all material respects with all applicable
environmental, hazardous waste or substance, toxic substance and underground storage laws and
regulations, and the Recipient shall obtain any permits or licenses and shall acquire or construct any
buildings, improvements, fixtures, equipment or its property required by reason of any applicable
environmental,hazardous waste or substance, toxic substance or underground storage laws or regulations.
(c) Nondiscrimination laws. Recipient shall comply in all material respects with all applicable federal,
state,and locallaws,rules,ordinances,regulations and orders applicable to the prevention of discrimination
in employment, including the administrative rules of the Iowa Department of Management and the Iowa
Civil Rights Commission which pertain to equal employment opportunity and affirmative action.
(d) Worker rights and safery. The Recipient shall comply in all material respects with all applicable
federal, state and local laws, rules, ordinances, regulations and orders applicable to worker rights and
worker safety.
(e) Immigration laws. Recipient shall only employ individuals legally authorized to work in this State.
In addition to any and all other applicable penalties provided by current law, all or a portion of the Award
is subject to recapture by IEDA if Recipient is found to employ individuals not legally authorized to wark
in the State of Iowa.
(� Compliance with IEDA's Administrative Rules. Recipient shall comply with IEDA's administrative
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rules for the programs under which assistance is provided to the Project and rules governing administration
of this Contract.
7.7 Inspection and Audit. The Recipient shall permit the IEDA and its duly authorized
representatives, at such reasonable times and reasonable intervals as the IEDA may designate,to:
(a) Conduct site visits and inspect the Project.
(b) Audit financial records related to the Project.
(c) Examine and make copies of the books of accounts and other financial records of the Recipient
related to the Project.
(d) Discuss the affairs, finances and accounts of the Recipient with, and to be advised as to the same
by, its officers, and independent public accountants. By this provision, the Recipient authorizes such
accountants to discuss with the IEDA and the IEDA's duly authorized representatives the finances and
affairs of the Recipient.
7.8 Maintenance and Retention of Records.
(a) Maintain Accounting Records. The Recipient is required to maintain its books,records and all other
evidence pertaining to this Contract in accordance with GAAP and such other procedures specified by
IEDA.
(b) Access to Records. Records to verify compliance with the terms of this Contract shall be available
at all times, and made available to IEDA and its designees at places and times designated by IEDA,for the
duration of this Contract and any extensions 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 of Major 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 terms of this Contract; (b) the termination of the business conducted at the
Project;(c)a material modification of the nature of the business conducted at the Project;and(d)the transfer
of the Project or any material interest in the Project in connection with financing or refinancing the Project.
(b) Notice of Proceedings. Without limiting Section 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 Recipient's ability to
complete the Project in accordance with the terms of this Contract.
7.10 Indemnification. The Recipient shall indemnify, defend and hold harmless the IEDA; the State
of Iowa•, its departments, divisions, agencies, sections, commissions, officers, employees and agents from
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and against all losses,liabilities,penalties,fines, damages and claims ,including taxes, and all related costs
and expenses ,including reasonable attorneys'fees and disbursements and costs of investigation,litigation,
settlement,judgments, interest and penalties, arising from or in connection with any of the following:
(a) Any claim,demand,action,citation or legal proceeding arising out of or resulting from the Proj ect;
(b) Any claim, demand, action, citation or legal proceeding arising out of or resulting from a breach
by the Recipient of any representation,warranty or covenant made by the Recipient in this Contract;
(c) Any claim,demand,action,citation or legal proceeding arising out of or related to occurrences that
the Recipient is required to insure against as provided for in this Contract; and
(d) Any claim, demand, action, citation or legal proceeding which results from an act or omission of
the Recipient or any of its agents in its or their capacity as an employer of a person.
7.11 Repavment of Unallowable Costs. Recipient shall repay any Award received or realized that is
determined by IEDA, its auditors, agents or designees, the Auditor of the State of Iowa, or similar
authorized governmental entity to be unallowable under the terms of this Contract.
7.12 Ongoing Fees Based on Claims. For the duration of this Contract and for as long as Recipient
claims or applies for benefits against its Iowa tax liability under this Contract, Recipient shall remit to the
Authority a compliance cost fee equal to one-half of 1 percent of the value of the Tax Incentives claimed
pursuant to this Contract. The fee shall be due and payable upon filing the Recipient's annual tax return
for each tax year in which the Recipient claims Tax Incentives under this Contract.
ARTICLE 8: COVENANTS OF THE COMMUNITY
For the duration of this Contract,the Community covenants to IEDA as follows:
8.1 Local Match. The Community shall provide the local financial assistance for the Project as
described in Exhibit C,Project Description and Award Budget.
8.2 Notice to IEDA. In the event the Community becomes aware of any material alteration in the
Project, initiation of any investigation or proceeding involving the Project, any change in the Recipient's
ownership, structure or operation, or any other similar occurrence, the Community shall promptly provide
written notice to IEDA.
ARTICLE 9: DEFAULTS AND REMEDIES
9.1 Default 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 performance of any covenant set
forth in Article 7,for more than five (5)business days; or
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3. Noncompliance with Security Documents. Default in the observance or performance of any
term of any Security Document if required in Article 5 beyond any applicable grace period set forth therein;
or
4. Noncompliance with Contract. Default in the observance or performance of any other provision
of this Contract; or
5. Material Misrepresentation. Any representation or warranty made by the Recipient in this
Contract or in any statement or certificate furnished by it pursuant to this Contract, or made in Exhibit A,
Recipient's Financial Assistance Application, or in connection with any of the above,proves untrue in any
material respect as of the date of the issuance or making thereof; or
6. Security Deficiencies. Any of the Security Documents that represent the Security pledged by
Recipient to secure this Contract fails for any reason to create a valid and perfected priority security interest
in favor of the IEDA; or
7. Judgment. Any judgment or judgments,writ or writs or warrant or warrants of attachment, or
any similar process or processes entered or filed against the Recipient or against any of its property and
remains unvacated, unbonded or unstayed for a period of 30 days which materially and adversely affects
Recipient's ability to perform its obligations under this Contract; or
8. Adverse Change in Financial Condition. Any change occurs in the financial condition of the
Recipient which would have a material adverse effect on the ability of the Recipient to perform under this
Contract; or
9. Bankruptcy or Similar Proceedings Initiated. Either the Recipient shall (i) have entered
involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) not
pay,or admit in writing its inability to pay,its debts generally as they become due,(iii)make an assignment
for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver,
custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its property, (v)
commence any proceeding seeking to have entered against it an order for relief under the United States
Bankruptcy Code as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation,
reorganization, arrangement, adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading
denying the material allegations of any such proceeding filed against it, or(vi) fail to contest in good faith
any appointments or proceeding described below; or
10. Appointment of Officials. A custodian,receiver,trustee, examiner,liquidator or similar official
is appointed for either the Recipient or any substantial part of any of its respective property,or a proceeding
described above is commenced against the Recipient and such appointment continues undischarged or such
proceeding continues undismissed or unstayed for a period of sixty(60) days; or
11. Insecurity. IEDA in good faith deems itself insecure and reasonably believes, after
consideration of all the facts and circumstances then existing, that the prospect of payment and satisfaction
of the obligations under this Contract,or the performance of or observance of the covenants in this Contract,
is or will be materially impaired; or
12. Failure to Submit Required Reports. The Recipient fails to submit complete reports by the
required due dates as outlined in Article 7; or
13. Layoffs, Relocation or Closure. The Recipient or any Affiliate experiences a layoff or relocates
or closes any of its facilities within the state of Iowa. For Modernization Projects, a reduction in the Base
Employment Level; or
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14. Hiring workers not authorized to work in state. The Recipient fails to only employ only
individuals legally authorized to work in the state of Iowa. If Recipient is found to knowingly employ
individuals not legally authorized to work in the state of Iowa then, in addition to any and all other
applicable penalties provided by current law, all or a portion of the assistance received is subject to
repayment; or
15. Failure to Maintain PYogram Eligibility Requirements. Recipient fails to maintain a statutory
eligibility requirement for a program providing assistance under this Contract.
(b) Notice of Default and Opportunity to Cure. If IEDA has reasonable cause to believe that an Event
of Default has occurred under this Contract, IEDA sha11 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 thirry(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 permit pro rata repayment of the Project Completion Assistance received if the default is due
solely to one of the following circumstances:
1. Failure to Meet Job Obligations by Project Completion Date. If the Recipient does not meet
its Job Obligations as detailed in Exhibit D, Job Obligations, by the Project Completion Date, Recipient
shall repay a portion of the Project Completion Assistance received. The amount to be repaid is calculated
based on the number of jobs that are at or above the Qualifying Wage Threshold Requirement. Repayment
of any amounts due will be at the rate of $3,883.50 per unfilled job. This per job rate is calculated as
follows: $800,000 Forgivable Loan Award Amount divided by 206 jobs to be created.
For example, if the Recipient is short by 10 jobs the amount to be repaid is $3,883.50 per job
multiplied by 10, for a total due of$38,835.00. 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 at Maintenance Period Completion Date. If the Recipient does not maintain its
adjusted Job Obligations through the Maintenance Period Completion Date, Recipient shall repay an
additional portion of the Project Completion Assistance received for the number of jobs it failed to maintain.
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The amount to be repaid will be calculated as described in subsection 1 above.
3. Less than Total Project Cost at Project Completion Date. If the Recipient does not complete
the Project with a Total Project Cost as stated in Exhibit C, Description of Project and Award Budget, by
the Proj ect Completion Date,Recipient shall repay a portion of the Proj ect Completion Assistance received
based on the amount of shortfall in comparison to the required Tota1 Project Cost. For example, if the
Recipient's required Total Proj ect Cost is 10%less than pledged, 10%of the Award amount received must
be repaid,plus 6%interest calculated from the date of first disbursement of Award Funds.
4. Repayment Amount If Both Shortfall In.Iob Obligations and Less Than Total Project Cost. If
the Recipient experiences a shortfall in its Job Obligations and the Total Project Cost is less than required,
Recipient shall repay to IEDA the greater of the amount owed for the job shortfall or the amount owed for
the investment shortfall.
(e) Default Interest Rate. If an Event of Default occurs and remains uncured, a default interest rate of
6% shall apply to repayment of amounts due under this Contract. The default interest rate shall accrue
from the first date Award Funds are disbursed or Tax Incentives are received.
(� 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 thirry(30)days from the date of the Notice of Default, during
which the Communiry 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 Communiry:
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
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IEDA including reasonable attorneys' fees and court costs, in connection with any Default or Event of
Default by the Community or in connection with the enforcement of any of the terms of this Contract.
ARTICLE 10: MISCELLANEOUS.
10.1 Choice of Law and Forum; Governing Law.
(a) In the event any action or proceeding of a quasi judicial 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 sha11 be commenced in the United States
District Court for the Southern District of Iowa, Central Division.
(b) This provision shall not be construed as waiving any immunity to suit or liability,in state or federal
court,which may be available to the IEDA,the State of Iowa or its members,officers,employees or agents.
(c) This Contract and the rights and duties of the parties hereto shall be governed by, and construed in
accordance with,the internal laws of the State of Iowa without 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 or terminated arally,except as provided
below:
(a) Writing required. The Contract may only be amended if done so in writing and signed by all the
parties. Examples of situations requiring an amendment include, but are not limited to, time extensions,
budget revisions, and significant alterations of existing activities or beneficiaries.
(b)IEDA review. Requests to amend this Contract shall be processed by IEDA in compliance with the
IEDA's rules and procedures applicable to contract amendments.
10.3 Notices. Except as otherwise specified herein, all notices hereunder shall be in writing,including,
without limitation by fax, and shall be given to the relevant party at its address, e-mail address, or fax
number set forth below, or such other address, e-mail address, or fax number as such party may hereafter
specify by notice to the other parties provided by United States mail,by fax or by other telecommunication
device capable of creating a written record of such notice and its receipt. Notices hereunder shall be
addressed:
To the Recipient at:
Simmons Pet Food, Inc.
601 N. Hico
Siloam Springs, AR 72761
Attn: Kerry L. Hairston I
E-mail: Kerry.hairston@simfoods.com
Telephone: 479.215.2590
With a copy to:
Simmons Pet Food, Inc.
601 N. Hico
Siloam Springs, AR 72761
Attn: Andrew P. McEachern
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E-mail: general.counsel@simfoods.com
Telephone: 479.215.2213
To the IEDA at.•
Iowa Economic Development Authority
Compliance
1963 Bell Avenue, Suite 200
Des Moines,Iowa 50315
Attention: Business Development-Compliance
E-mail: Compliance@iowaeda.com
Telephone: 515.348.6200
Facsimile: 877.631.7575
To the Community at:
City of Dubuque
Jill Connors
50 W. 13�' Street
Dubuque, IA 52001
E-mail: jilconno@cityofdubuque.org
Telephone: 563.589.4393
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 confirmation 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 return receipt requested, addressed as aforesaid or (iii) if given by any other
means,when delivered at the addresses specified in this Article.
10.4 Headings.Article headings used in this Contract are for convenience of reference only and are not
a part of this Contract for any other purpose.
10.5 Final Authority. The IEDA shall have the authority to reasonably assess whether the Recipient
has complied with the terms of this Contract. Any IEDA determinations with respect to compliance with
the provisions of this Contract shall be deemed final determinations pursuant to Iowa Code Chapter 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 or the exercise of any other right or remedy.
10.7 Counterparts. This Contract may be executed in any number of counterparts, each of which shall
be deemed to be an original,but all of which together shall constitute but one and the same instrument.
10.8 Survival of Reuresentations. All representations and warranties made herein or in any other
Contract document or in certificates given pursuant hereto or thereto shall survive the execution and
delivery of this Contract and the other Contract documents and shall continue in full force and effect with
respect to the date as of which they were made until all of Recipient's obligations or liabilities under this
Contract have been satisfied.
10.9 Severabilitv of Provisions. Any provision of this Contract which is unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without
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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 extent that the exercise thereof does not violate
any applicable mandatory provisions of law, and all the provisions of this Contract and any other Contract
document are intended to be subj ect to all applicable mandatory provisions of law which may be controlling
and to be limited to the extent necessary so that they will not render this Contract or any other Contract
document invalid or unenforceable.
10.10 Successors and Assigns. This Contract shall be binding upon the Recipient and IEDA and their
respective successors and assigns, and shall inure to the benefit of the IEDA and Recipient and their
successors and assigns.
10.11 Nonassignment. This Contract shall not be assigned, in whole or in part, by Recipient unless
approved in writing by IEDA. Any attempt by Recipient to assign this Contract other than as permitted
herein shall be null and void.
10.12 Termination. This Contract can be terminated under any of the following circumstances:
(a) Agreement of the Parties. Upon written agreement of the Recipient, the Community and IEDA.
(b) Unremedied Event of Default. As a result of the Recipient's or Community's unremedied Event of
Default pursuant to Article 9.
(c) Termination or reduction in funding to IEDA. As a result of the termination or reduction of funding
to IEDA as provided in Article 4.4(c).
10.13 Documents Incorporated bv Reference.The following documents are incorporated by reference
and considered an integral part of this Contract:
1. Exhibit A- Recipient's Financial Assistance Application(on file with IEDA),
Application#BFAA-000448
2. Exhibit B-1 High-Quality Jobs Program—Tax Credit Component Special Conditions
3. Exhibit B-2 High-Quality Jobs Program—Proj ect Completion Assistance Component
Special Conditions
4. Exhibit C - Description of the Project and Award Budget
5. Exhibit D - Job Obligations
6. Exhibit E- Reserved
7. Exhibit F - Reserved
10.14 Order of Prioritv. In the case of any inconsistency or conflict between the specific provisions of
this document and the exhibits, the following order of priority shall control:
L Article 1 - 10 of this Contract.
2. Exhibit A- Recipient's Financial Assistance Application (on file with IEDA),
Application#BFAA-000448
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3. Exhibit B-1 High-Quality Jobs Program—Tax Credit Component Special Conditions
4. Exhibit B-2 High-Quality Jobs Program—Proj ect Completion Assistance Component
Special Conditions
5. Exhibit C- Description of the Project and Award Budget
6. Exhibit D - Job Obligations
7. Exhibit E- Reserved
8. Exhibit F - Reserved
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.
-This space intentionally left blank, signature page follows -
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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:
DocuSigned by:
BY: BY: fW:�
EDE3042472FS643C.-
Deborah V. Durham, Director Signature
Kerry L. Hairston I I SVP of Finance & Treasurer
Typed Name and Title
4/1/2021 1 9:17:02 AM PDT
Date Date
FOR THE COMMUNITY:
BY:
z ,, V , 44
Signature
Roy D. BU011 Mayor
Typed Name and Title
4/6/2021
Date
Contract # 21-HQJP-017 - 26 - Fmt Approved 1012018
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LIST OF EXHIBITS
Exhibit A- Recipient's Financial Assistance Application(on file with IEDA),Application#
BFAA-000448
Exhibit B-1 High Quality Jobs Program—Tax Credit Component Special Conditions
Exhibit B-2 High Quality Jobs Program—Project Completion Assistance Component Special
Conditions
Exhibit C- Description of the Project and Award Budget
Exhibit D - Job Obligations
Exhibit E - Reserved
Exhibit F - Reserved
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EXHIBIT B— 1
High Quality Jobs Program—Tax Credit Component
Special Conditions to Contract# 21-HQJP-017
The following additional terms shall apply to the Contract:
SECTION 1: ADDITIONAL DEFINITIONS.
The following additional terms are defined in this Contract as follows:
"Capital Investment" means the investment spent on depreciable assets. The minimum Capital
Investment required for this Project is as stated in Section 2 of this Exhibit. The allowable categories of
expenditures for purposes of calculating Capital Investment are described in IEDA's administrative rule
261 IAC 174.10.
Investment Qualifying for the Tax Credit" means new investment directly related to jobs created or
retained by the start-up, location, expansion or modernization for this Project.
"Qualifying Investment" means the statutorily-required minimum investment amount that must be
made and maintained by the Recipient to receive High Quality Jobs Program Tax Incentives for this Project.
This amount is as stated in Section 2 of this Exhibit.Not all expenditures count toward meeting the required
Qualifying Investment. The categories of expenditures that can be included for purposes of ineeting and
maintaining statutorily-required investment requirements are described in 261 IAC 174.10.
"Economically Distr�essed 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: $3,300,000.
2.2 Minimum Investment Repuirements. As a condition of receiving Tax Incentives,the Recipient
shall meet the following minimum investment requirements:
(a) Capital Investment. $ 79,500,000
(b) Qualifying Investment. $79,500,000
(c) Investment Qualifying for Tax Credits. $ 79,500,000
2.3 Additional Tax Incentives. The Recipient is eligible for additional incentives pursuant to Iowa
Code section 15.326, et. seq. The following Tax Incentives, in the maximum amounts shown for each
authorized incentive, are also available to the Recipient:
Authorized Incentives Included in Award Maximum Amt.
Refund of Sales, Service, and Use Taxes. � yeS $ 300,000
❑ No
Refund of Sales Taxes Attributable to Racks, Shelving, � yeS $ 0
and Conveyor Equipment. � Na
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Authorized Incentives Included in Award Maximum Amt.
Corporate Tax Credit For Certain Sales Tcrxes Paid � yeS $ 0
By Third Party Developer. � Na
Investment Tax Credit(4%, negotiated) � yeS $ 3,000,000
❑ No
Research Activities Credit. � yeS $ 0
� No
Local Property Tax Exemption Provided by � yeS $ 0
Coinmunity �
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 Exhibit.
(a)Refund Of Sales, Service And Use Taxes Paid To Contractors Or Subcontractors. The Recipient is
eligible for a refund of sales, service and use taxes paid to contractors and subcontractors as authorized in
Iowa Code section 15.331A(2011 Supplement).
L 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)within two weeks of the project
completion.
ii. Make an application to IDR within one year after proj ect completion. For
purposes of claiming this refund, "project completion"means any date during the
period beginning the date a Certificate of Completion is provided by the
Community to the Recipient upon completion of the renovation of the building
included in the Project and ending on the Project Completion Date as identified
in Exhibit D.
(b) Reserved.
(c) Reserved.
(d) Investment Tax Credit.
1. The Recipient may claim an investment 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
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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 for this incentive as stated above and in Article 3 of the Contract.
Any credit in excess of the tax liability for 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 equally over a five-year period as specified below:
Januar l,2020—December 31,2020 $ 600,000
Januar 1,2021 —December 31,2021 $ 600,000
January 1,2022—December 31,2022 $ 600,000
Januar 1,2023—December 31,2023 $ 600,000
Januar 1,2024—December 31,2024 $ 600,000
3. Only Qualifying Expenditures are eligible for 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 term of the lease agreement but cannot exceed the maximum term of the agreement,
provided the cumulative cost of the base rent payments for that period does not exceed the cost
of the land 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:
3.1 Job Obligations. By the Project Completion Date, the Recipient shall create and/or retain the
number of FTE Created Jobs and Retained Jobs included in,for Retained Jobs,and above,for Created Jobs,
the Recipient's Base Employment Level, as detailed in Exhibit D—Job Obligations, and maintain the jobs
through the Maintenance Period.
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3.2 Wage Obligations. The Qualifying Wage Threshold rates specific to this Contract that must be
met are stated in Exhibit D,Job Obligations. By the Project Completion Date and through the Maintenance
Completion Period Date,the Recipient shall:
(a) For Projects in Economically Distressed Areas or at a designated Grayfield Site, the Qualifying
Wage Threshold requirement applicable to a11 phases of the Project is 100°/o 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. For the Created Jobs,pay 100% of the Qualifying Wage Threshold at the start of the Project
Completion Period, at least 120%of the Qualifying Wage Threshold by the Project Completion Date,
and at least 120% of the Qualifying Wage Threshold until the Maintenance Period Completion Date.
2. For the Retained Jobs,pay at least 120% of the Qualifying Wage Threshold throughout both
the Project Completion Period and the Maintenance Period.
3.3 Provide Sufficient Benefits. The Recipient shall provide Sufficient Benefits to all employees
included as part of the job and wage obligations.
SECTION 4: ADDITIONAL DEFAULT PROVISIONS
In addition to the default provisions included in Article 9 of the Contract,the following default provisions
shall apply:
4.1 Reqavment of Tax Incentives Received-High Qualitv Jobs Program. IDR is the state agency
responsible for collecting the value of any Tax Incentives received in violation of the terms of this Contract.
The Community is the party responsible for collecting the value of the local tax incentives received in
violation of this Contract. IEDA will determine if the Recipient has met the terms of this Contract. If there
is an unremedied Event of Default, IEDA will provide written notice to IDR and the Community.
Calculation of the amount owed may be based on a sliding scale in certain circumstances and may include
interest assessed by IDR. Those circumstances are as follows:
(a)Failure to Meet Job Obligations by Project Completion Date. If the Recipient does not meet its
Job Obligations as detailed in Exhibit D,Job Obligations by the Project Completion Date,the repayment
amount shall be the same proportion as the amount of the shortfall in created jobs.For example, if the
Recipient creates 50 percent of the jobs required,the Recipient shall repay 50 percent of the incentives
received. For 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.
(b) Job shortfall at Maintenance Period Completion Date. If the Recipient does not maintain its
adjusted Job Obligations through the Maintenance Period Completion Date, Recipient shall repay an
additional percentage of the Tax Incentives it has received. The amount to be repaid will be calculated as
described in subsection(a) above.
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(c) Qualifying Investment. If the Recipient does not meet its Qualifying Investment requirement as
defined in Section 2 of this Exhibit, the repayment amount shall be the same proportion as the amount of
the shortfall in required Qualifying Investment. For example, if the Recipient meets 75 percent of the
amount of required Qualifying Investment, the Recipient sha11 repay 25 percent of the amount of the
incentives received.
(d) Less than Total Project Cost at Project Completion Date. If the Recipient does not complete the
Project with a Total Project Cost as stated in Exhibit C, Project Description and Award Budget, by the
Project Completion Date Recipient sha11 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 shortfall in two or more of its requirements related to Job
Obligations,Qualifying Investment,or the Total Project Cost,IEDA will calculate the percentage owed for
the Recipient's failure to meet each of the requirements. The higher of these amounts shall be the amount
Recipient shall repay to IDR.
(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
structures for which an investment tax credit was claimed, the income tax liability of the Recipient for the
year in which all or part of the property is sold, disposed of,razed, or otherwise rendered unusable shall be
increased by one of the following amounts,plus any interest assessed by IDR:
1. 100% of the tax credit claimed if the properry ceases to be approved for the tax credit within
one full year after being placed in service.
2. 80% of the tax credit claimed if the property ceases to be approved for the tax credit within two
full years after being placed in service.
3. 60% of the tax credit claimed if the property ceases to be approved for the tax credit within
three full years after being placed in service.
4. 40% of the tax credit claimed if the property ceases to be approved for the tax credit within
four full years after being placed in service.
5. 20% of the tax credit claimed if the property ceases to be approved for the tax credit within five
full years after being placed in service.
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EXHIBIT B—2
High Quality Jobs Program—Project Completion Assistance Component
Special Conditions to Contract# 21-HQJP-017
The following additional terms sha11 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. $800,000 of the Award shall be from the High Quality Jobs Program -
Project Completion Assistance Component.
2.2 Form of Assistance. The Award,or portion thereof,made through the High Quality Jobs Program
-Project Completion Assistance Component shall be in the following form(s):
(a)Reserved.
(b) Forgivable Loan. The Forgivable Loan shall be awarded to Recipient on the following terms and
conditions:
1. Amount: $800,000.
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 Performance Obligations in Article 7 of the Contract by the
Project Completion Date, and
(ii) Maintains the Project Performance Obligations in Article 7 through the Maintenance
Period Completion Date, and
(iii) Satisfies all other terms and of this Contract, and
(iv)Is not in default under this Contract.
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6. Prepayment. The outstanding principal and accrued interest of this Forgivable Loan, or any
part thereof that is not forgiven, may be prepaid in part or in full at any time without penalty.
7. Acceleration upon Default. If there is a failure to pay any installment of principal and interest
when due, or only a portion is paid, or in the event of any other Event of Default under this Contract, the
IEDA may declare the entire unpaid principal and all accrued interest immediately due and payable.
(c)Reserved.
2.3 Additional Special Terms and Conditions. The Recipient shall comply with the additional terms
and conditions as a requirement of the Award, or portion thereof, described in this Exhibit:
• 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 Obligations. By the Project Completion Date, the Recipient shall create and/or retain the
number of FTE Created Jobs and Retained Jobs included in,for Retained Jobs,and above,for Created Jobs,
the Recipient's Base Employment Level, as detailed in Exhibit D—Job Obligations, and maintain the jobs
through the Maintenance Period.
3.2 Wage Obligations. The Qualifying Wage Threshold rates specific to this Contract that must be
met are stated in Exhibit D,Job Obligations. By the Project Completion Date and through the Maintenance
Completion Period Date,the Recipient shall:
(a)For Projects in Economically Distressed Areas 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 Proj ect is 90% of the Qualifying Wage Threshold.
(c)For all other Projects:
1. For the Created Jobs,pay 100% of the Qualifying Wage Threshold at the start of the
Project Completion Period, at least 120% of the Qualifying Wage Threshold by the
Project Completion Date, and at least 120% of the Qualifying Wage Threshold until the
Maintenance Period Completion Date.
2.For the Retained Jobs,pay at least 120% of the Qualifying Wage Threshold throughout
both the Project Completion Period and the Maintenance Period.
3.3 Provide Suf�cient Benefits. The Recipient shall provide Sufficient Benefits to all employees
included as part of the job and wage obligations.
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DESCRIPTION OF THE PROJECT AND AWARD BUDGET
(EXHIBIT C)
Name of Recipient: Simmons Pet Food, Inc.
Name of Community: Citv of Dubuque
Contract Number: 21-HQJP-017
PROJECT DESCRIPTION
Simmons Pet Food,Inc.will expand its Wet Pet food manufacturing capacity in two phases. Phase 1 will include the purchase of a
building, retrofit it for food manufacturing, and the purchase of necessary equipment. Phase 2 will include the purchase of
additional equipment needed to support a fully operational second pet food canning line inside the facility. Phase 2 ill also include
the build out of a Distribution Center/Warehouse of approximately 75,000 s.f.
AWARD BUDGET
SOURCE OF FUNDS AMOUNT FORM USE OF FUNDS COST
IEDA Programs *Land Acquisition
HQJP Financial Assistance $800,000 Forgivable Loan *Site Preparation
HQJP Tax Credit 1 See Below *Building Acquisition $14,500,000
Business $78,700,000 Internal financing *Building Construction
*Building Remodeling $10,000,000
Lease Payments
*Mfg Machinery and Equipment $55,000,000
*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
Total $79,500,000 Total $79,500,000
'$3,300,000 estimated benefit value
OTHER FUNDING
SOURCE OF FUNDS TOTAL AMOUNT FORM/TERM USED AS MATCH
TIF Rebate $2,160,000 100%,9 years YES
Tax Abatement
260E Job Training
In-Kind Contributions
RISE
RED
Other
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EXHIBIT D—JOB OBLIGATIONS
Recipient: Simmons Pet Food, Inc.
Community: City of Dubuque
Contract Number: 21-HQJP-017
This Project has been awarded Project Completion Assistance and Tax Incentives from the High Quality Jobs Program(HQJP)—Tax
Credit Component,High Quality Jobs Program(HQJP)—Financial Assistance Component. The chart below outline the contractual
job obligations related to this Project.
Data in the"Employment Base"column has been verified by IEDA and reflects the employment characteristics of the facility
receiving funding before this award was made. Jobs to be retained as a part of this Project must be included in these calcularions.
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: December 31, 2023 Base To Be Created Job
Maintenance Period Completion Date: December 31, 2025 Obligations
Total employment at project location 0 271 271
Average wage of total employment at project location N/A
Qualifying Laborshed Wage threshold requirement (per hr) $20.49 (100%)
Number of jobs at or above qualifying wage 0 206 206
Average Wage of jobs at or above qualifying wage N/A
Notes re:Job Obligations
1. When determining the number of jobs at or above the qualifying wage,wages will include only the regular hourly
rate that serves as the base level of compensarion. 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 wark week(8 hours a day, 5 days a week, 52 weeks a year
including holidays,vacation and other paid leave),check the box below and describe that alternative schedule. The
alternative schedule must meet the requirements of 261 IAC 173.2.) If the box is not checked or if no alternative
schedule is provided,IEDA will consider"Full-time Equivalent(FTE)Job"to mean the employment of one person
for 8 hours per day for a 5-day,40-hour workweek for 52 weeks per year,including paid holidays,vacations and
other paid leave.
❑ The Recipient shall use an alternative wark week far purposes of its employees described in the Contract. The
alternative work week is as follows: [description].
Sufficient Benefits Deductible Requirements
Recipient shall provide Sufficient Benefits with a maximum deductible of$1,700 for single coverage or$3,750 for
family coverage.