State of Iowa Direct Financial Assistant_Sedgwick Claims Management ServicesMasterpiece on the Mississippi
Dubuque
bfrd
ALAmedcaCitll
1111 '
2007
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: State of Iowa Direct Financial Assistance Contract for Sedgwick Claims
Management Services, Inc.
DATE: March 1, 2011
Economic Development Director Dave Heiar recommends City Council approval of a
contract with the Iowa Department of Economic Development (IDED) for Iowa Values
Funds (IVF) Financial Assistance benefits on behalf of Sedgwick Claims Management
Services, Inc.
The IVF provides Sedgwick Claims Management Services, Inc. with a $155,450
Forgivable Loan, a $155,450 zero interest loan and $152,200 of tax incentives. The
City Council previously approved a Development Agreement with Conlon Johnson, the
Landlord for Sedgwick Claims Management Services, to provide seven years of TIF as
the local match.
Sedgwick committed to employ 150 new employees averaging over $35,654 per year
plus benefits. The Landlord (Conlon Johnson) and the Company will invest
approximately $4,400,000 in the project.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
David Heiar, Economic Development Director
Mi 1 72.-.
el C. Van Milligen
Masterpiece on the Mississippi
TO: Michael Van Milligen, City Manager
FROM:
SUBJECT:
David Heiar, Economic Development Director v
DATE: February 23, 2011
44)
Dubuque
AN4mmica gty
1
2007
State of Iowa Direct Financial Assistance Contract for Sedgwick Claims
Management Services, Inc.
INTRODUCTION
This memorandum presents for City Council review and approval a resolution authorizing a
contract with the Iowa Department of Economic Development (IDED) for Iowa Values
Funds (IVF) Financial Assistance benefits on behalf of Sedgwick Claims Management
Services, Inc., a corporate headquarters located in Dubuque. The Master Contract is
attached.
BACKGROUND
Sedgwick Claims Management Services, Inc. previously announced its intent to expand its
operations in Dubuque and Bellevue. The Company committed to creating 106 new jobs in
Dubuque and 44 new jobs in Bellevue as a part of this expansion process.
Sedgwick Claims Management Services, Inc. (Sedgwick CMS) is the largest independent
national third -party administrator of workers' compensation, liability, disability, and FMLA
claims. More than four decades ago, Sedgwick CMS opened for business with the goal of
providing top - quality claims administration services for on- the -move companies. Today, the
company is a leader and standard setter in the third -party administration (TPA) industry.
Sedgwick CMS represents clients with operations in all fifty states and Canada. Some of the
Company's largest clients include Boeing, Federal Express, Target Corporation, AT &T, General
Electric, Lowe's, PepsiCo, The Kroger Company and other household names in auto
manufacturing, retailing, technology, healthcare, financial services, not - for - profit and public
entities, and other fields central to the American economy.
Sedgwick CMS established an office operation in Dubuque in 2006. At that time, with State of
Iowa assistance, the company proposed to create 75 new jobs and invest over $2 million. This
project was a great success, and the company now employs over 200 persons in the Dubuque
facility.
In August 2010, the City Council authorized submittal of an application to IDED for
financial assistance from the Iowa Values Fund for the High Quality Jobs Program
(130% of median county income). The state approved an award of funds on August 19,
2010. This contract formalizes that award.
The IVF benefits provide financial assistance to enable the company's expansion in
Dubuque and Bellevue. As required by the incentive program, the application requires a
commitment of City funds to the project. The City Council approved a Development
Agreement with Conlon Johnson, to provide 7 year of TIF as the local match.
DISCUSSION
Sedgwick committed to employ 150 new employees averaging over $35,654 per year plus
benefits. The Landlord (Conlon Johnson) and the Company will invest approximately
$4,400,000 in the project.
The IVF provides Sedgwick Claims Management Services, Inc. with a $155,450 Forgivable
Loan, a $155,450 zero interest loan and $152,200 of tax incentives.
City assistance as public match for the IVF benefits is required. The benefit to Sedgwick
Claims Management Services, Inc. is estimated at $467,880, consisting of a 7 year TIF rebate
(on an increased value of $2,000,000). Dubuque will be providing sufficient local match for the
entire application. Jobs created in Bellevue would bolster economic development in the region,
and since Dubuque is the economic hub of the region, the City will receive economic benefits
from the created jobs.
RECOMMENDATION
I recommend that the City Council approve the IVF contract for Sedgwick Claims
Management Services, Inc.
This project is consistent with the City's goals to help local businesses expand in the
community, increase the number of good paying jobs and further diversify our economic
base.
ACTION STEP
The action step for the City Council is to adopt the attached resolution.
attachments
F: \USERS \Eton Dev\Sedgwick\2010 130% Component\20110223_IDED Contract Approval Council memo.doc
RESOLUTION NO. 75 -11
RESOLUTION APPROVING AN IOWA VALUES FUND FINANCIAL ASSISTANCE
CONTRACT BY AND AMONG THE IOWA DEPARTMENT OF ECONOMIC
DEVELOPMENT, THE CITY OF DUBUQUE AND SEDGWICK CLAIMS MANAGEMENT
SERVICES, INC.
Whereas, Sedgwick Claims Management Services, Inc. application was
approved by the Iowa Department of Economic Development on August 19, 2010; and
Whereas, the Iowa Department of Economic Development has prepared and
submitted for City Council approval a contract relating to Iowa Values Fund Financial
Assistance benefits for Sedgwick Claims Management Services, Inc. a copy of which is
attached hereto and by this reference made a part hereof; and
Whereas, the City Council finds that the proposed contract is acceptable and
necessary to the growth and development of the city.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA:
Section 1. That the Iowa Department of Economic Development Iowa Values
Fund Financial Assistance contract, Number 11- IVF/TC -010, is hereby approved.
Section 2. That the Mayor is hereby authorized and directed to execute the
Contract on behalf of the City of Dubuque and forward the executed copy to the Iowa
Department of Economic Development for their approval.
Passed, approved, and adopted this 7 day of M Fch, 2011.
Att
eanne Schneider, City Clerk
Roy D Buol, Mayor
F: \USERS\Econ Dev \Sedgwick\2010 130% Component\20110223 Resolution Approv IVF Contract IDED.doc
ECONOMIC DEVELOPMENT
FINANCIAL ASSISTANCE CONTRACT
BY
SEDGWICK CLAIMS MANAGEMENT SERVICES INC.,
THE CITY OF DUBUQUE,
AND THE
IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT
CONTRACT NUMBER: 11- IVF/TC -010
ARTICLE 4
CONDITIONS TO DISBURSEMENT OF FUNDS AND ISSUANCE OF TAX CREDIT
CERTIFICATE; DISBURSEMENT TERMS
Contract # 11- IVF/TC -010
TABLE OF CONTENTS
ARTICLE 1
CONTRACT DURATION
ARTICLE 2
DEFINITIONS
ARTICLE 3
AWARD TERMS
ARTICLE 5
SECURITY REQUIREMENTS
ARTICLE 6
REPRESENTATIONS AND WARRANTIES
ARTICLE 7
COVENANTS OF THE RECIPIENT
ARTICLE 8
COVENANTS OF THE COMMUNITY
ARTICLE 9
EVENTS OF DEFAULT; NOTICE AND OPPORTUNITY TO CURE;
AND REMEDIES AVAILABLE TO IDED
ARTICLE 10
MISCELLANEOUS
CONTRACT EXHIBITS
Exhibit A - Recipient's Financial Assistance Application (on file with IDED), Application #
11- 130 -03 and 11- HQJP -02
Exhibit B - Description of the Project and Award Budget
Exhibit C - Job Obligations
Exhibit D - Promissory Notes
- 2 - Fmt Approved 11/09
Economic Development
Financial Assistance Contract
RECIPIENT: SEDGWICK CLAIMS MANAGEMENT
SERVICES INC.
COMMUNITY: CITY OF DUBUQUE
CONTRACT NUMBER: 11- IVF/TC -010
AWARD DATE: AUGUST 19, 2010
AWARD AMT. — CASH $310,900
AWARD AMT. — TAX BENEFITS $152,200
This ECONOMIC DEVELOPMENT FINANCIAL ASSISTANCE CONTRACT (the
"Contract ") is made as of the Contract Effective Date by the Iowa Department of Economic
Development ( "IDED "), 200 East Grand Avenue, Des Moines, IA 50309, Sedgwick Claims
Management Services, Inc. ( "Recipient "), 1100 Ridgeway Loop Road, Ste. 200, Memphis, TN
38102, and the City of Dubuque ( "Community "), City Hall, 50 West 13 Street, Dubuque, IA
52001.
WHEREAS, the Recipient submitted an application to IDED requesting financial
assistance in the financing of its Project as more fully described in Exhibit B, Description of the
Project and Award Budget (the "Project "); and
WHEREAS, the Iowa Department of Economic Development Board ( "IDED Board ")
awarded the Recipient financial assistance for the Project from the funding sources identified
herein, all of which are subject to the terms and conditions set forth herein and collectively
referred to as the "Award "; and
NOW THEREFORE, in consideration of the mutual promises contained herein and
intending to be legally bound, the Recipient, the Community and IDED agree to the following
terms:
Contract # 11 -I VF/TC -010
- 3 - FmtApproved 11/09
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)
(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 IDED will conduct closeout procedures to verify that
the Project was maintained in compliance with Contract requirements.
(c) Loan Repaid in Full. Until the Loan and Forgivable Loan described in Article 3 is repaid in
full.
(d) Contract End Date. Until IDED 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 (the "Contract End Date ") stated in the written Notice of Final
Contract Closeout.
Contract # 11 -IVF/TC-01 0
ARTICLE 1
CONTRACT DURATION
Through Project Completion Period Date. Through the Project Period Completion Date
and for a reasonable period of time after Project Period Completion Date during which IDED
will conduct Project closeout procedures to verify that the Project was completed in
compliance with Contact requirements.
ARTICLE 2
DEFINITIONS
2.1 Definitions. The following terms apply to this Contract:
"Award Date" means the date first stated in this Contract and is the date the IDED Board
approved the awarding of financial assistance to the Recipient for the Project.
"Award Funds" means the cash that is provided by IDED for this Project.
"Capital Investment" means the investment spent on depreciable assets. The minimum Capital
Investment required for this Project is as stated in Article 3. The allowable categories of expenditures for
purposes of calculating Capital Investment are described in IDED's administrative rule 261 IAC 174.10.
"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
IDED pursuant to Article 1.
"Created Jobs" means the number of new, permanent, F 'E Jobs the Recipient will add over and
above the Recipient's Employment Base.
"Forgivable Loan" means a form of an award made by the IDED to the Recipient for which
repayment is eliminated in part or entirely if the Recipient satisfies the terms of this Contract.
"Full -time Equivalent (FTE) Job" means a non -part-time position for the number of hours or
- 4 - Fmt Approved 11/09
days per week considered to be full -time work for the kind of service or work performed for an employer.
For purposes of this Contract, FTE means the employment of one person for 37.5 hour workweek for 52
weeks per year, including paid holidays, vacations and other paid leave. This is the currently established
number of hours that constitute a week of full -time work for the kind of service an individual performs
for an employing unit.
" Investment Qualifying for the Tax Credit" means new investment directly related to jobs
Created by the start-up, location, expansion or modernization for this Project. Not all of the
expenditure categories used to calculate the "Qualifying Investment for Tax Credit Program" are
included for purposes of claiming the tax credits. The allowable categories of expenditures for
purposes of claiming the tax benefits are described in IDED's administrative rule 261 IAC 174.10.
"Job Obligations" means the Recipient's Employment Base number and the new jobs to be
created that pay the required wages and benefits, all as outlined in Exhibit C, Job Obligations.
"Loan" means form of an award made by the IDED to the Recipient for which full repayment is
expected.
"Maintenance Period" means the period of time between the Project Completion Date and the
Maintenance Period Completion Date. The Project must be maintained in Iowa for this period of time.
"Maintenance Period Completion Date" means the date 2 years from the Project Completion
Date and is the date on which the Maintenance Period ends.
"Project" means the description of the work and activities to be completed by the Recipient as
outlined in Exhibit B - Description of the Project and Award Budget.
"Project Completion Date" means the date 3 years from the Award Date by which the Recipient
must complete the Project.
"Project Completion Period" means the period of time between Award Date and the Project
Completion Date.
"Qualifying Investment for Tax Credit Program" means the statutorily - required minimum
investment amount that must be met and maintained by the Recipient to receive HQJP tax benefits for
this Project. This amount is as stated in Article 3. Not all expenditures count toward meeting the required
Qualifying Investment for Tax Credit Program threshold. The categories of expenditures that can be
included for purposes of meeting and maintaining statutorily - required investment requirements are
described in IDED' s administrative rule 261 IAC 174.10.
"Qualifying jobs" are those created or retained jobs that meet or exceed the Qualifying Wage
Threshold Requirement established for the programs providing assistance to this Project to qualify for
program funding.
"Qualifying Wage Threshold Requirement" means the county wage or the regional wage,
whichever is lower, as calculated by the Department pursuant to statute or rule for each program that is
providing financial assistance or tax credit benefits for this Project. The Qualifying Wage Threshold
Requirement for this Project is outlined in Exhibit C, Job Obligations.
"Recipient's Employment Base" means the number of jobs as stated in Exhibit C, Job
Obligations that the Recipient and IDED have established as the job base for this Project. The number of
Contract # 11- IVF/TC -010
- 5 - FmtApproved 11/09
DIRECT FINANCIAL ASSISTANCE
FORM
MAXIMUM
AMOUNT
IVF 130 % Qualifying Wage Component
Loan
Forgivable Loan
$ 155,450
$ 155,450
TOTAL CASH ASSISTANCE:
$ 310,900
TAX INCENTIVES
High Quality Jobs Program
Tax Incentives
$ 152,200
TOTAL STATE TAX INCENTIVES:
$ 152,200
jobs the Recipient has pledged to create shall be in addition to the Recipient's Employment Base.
"Security Documents" means all security agreements, financing statements, mortgages, personal
and/or corporate guarantees required by the IDED Board for this Award.
"Sufficient Benefits" means that the Recipient offers to each FTE permanent position a benefits
package that meets one of the following:
1. The Recipient pays 80 percent of the premium costs for a standard medical and dental plan for
single employee coverage with a $750 maximum deductible; or
2. The Recipient pays 50 percent of the premium costs for a standard medical and dental plan for
employee family coverage with a $1,500 maximum deductible; or
3. The Recipient provides medical coverage and pays the monetary equivalent of paragraph "1" or
"2" above in supplemental employee benefits. Benefits counted toward monetary equivalent could
include medical coverage, dental coverage, vision insurance, life insurance, pension, retirement (401k),
profit sharing, disability insurance, child care services, and other nonwage compensation approved by the
IDED Board.
"Sufficient Benefits Credit" means a benefits credit for which the Recipient qualifies if the
Recipient provides Sufficient Benefits to each employee holding a Created or Retained job. The value of
the Sufficient Benefits Credit for this Contract is as stated in Exhibit C, Job Obligations. This credit can
be applied against the 130 percent Qualifying Wage Threshold requirement. The credit shall not be
applied against the 100 percent Qualifying Wage Threshold requirement.
"Tax Benefits" means the tax credits, refunds and other authorized benefits IDED has awarded
for this Project as detailed in Article 3.
3.2 Terms and Conditions of State Direct Financial Assistance
(a) Award from: IVF 130 % Qualifying Wage Component
(b) Loan. The IDED Board awards a Loan to Recipient on the following terms and
conditions:
1. Amount: $ 155,450
ARTICLE 3
AWARD TERMS
3.1 Total Award Amount. The IDED Board has approved an Award to the Community and
Recipient from the funding sources and in the maximum amounts shown below:
Contract # 11- IVF/TC -010 - 6 -
Fmt Approved 11/09
Authorized Benefits
Included in Award
Maximum Amt.
Refund of Sales, Service, and Use Taxes. Refund of
sales, service, and use taxes paid to contractors or
subcontractors during construction.
Yes
$ 50,000
No
Refund of Sales Taxes Attributable to Racks, Shelving,
and Conveyor Equipment.
❑ Yes
$ 0
.■ No
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 Loan shall be evidenced by a Promissory
Note executed by the Recipient.
5. Prepayment. The outstanding principal and accrued interest of this Loan may be prepaid in
part or in full at any time without penalty.
6. Acceleration upon Default. If there is a failure to pay any installment of principal and
interest when due, or only a portion is paid, or in the event of any other Event of Default
under this Contract, the IDED may declare the entire unpaid principal and all accrued interest
immediately due and payable.
(c) Forgivable Loan. The IDED Board awards a Forgivable Loan to Recipient on the following
terms and conditions:
1. Amount: $ 155,450
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 by the Project Completion
Date, and
(ii) Maintains the Project Performance Obligations in Article 7 through the Maintenance
Period Completion Date, and
(iii) Satisfies all other terms and of this Contract, and
(iv) Is not in default under this Contract.
6. Prepayment. The outstanding principal and accrued interest of this Forgivable Loan, or any
part thereof that is not forgiven, may be prepaid in part or in full at any time without penalty.
7. Acceleration upon Default. If there is a failure to pay any installment of principal and
interest when due, or only a portion is paid, or in the event of any other Event of Default
under this Contract, the IDED may declare the entire unpaid principal and all accrued interest
immediately due and payable.
3.3 Terms and Conditions of State Tax Benefits.
(a) Award from: High Quality Jobs Program (HQJP)
(b) Minimum Investment Requirements. As a condition of receiving Tax Benefits, the
Recipient shall meet the following minimum investment requirements:
(i) Capital Investment. $ 4,739,240
(ii) Qualifying Investment for Tax Credit Program. $ 4,739,240
(iii) Investment Qualifying for Tax Credits. $ 4,029,040
(c) Tax Benefits Authorized. The IDED Board awards to Recipient the following tax benefits, in
the maximum amounts shown for each authorized benefit:
Contract # 11 -IVF/ TC-01 0
- 7 -
Fmt Approved 11/09
Authorized Benefits
Included in Award
Maximum Amt.
Corporate Tax Credit For Certain Sales Taxes Paid By
Third Party Developer
❑ Yes
$ 0
I No
Investment Tax Credit (Negotiated)
$ 102,200
I Yes
❑ No
Doubled Research Activities Credit.
❑ Yes
$ 0
■ No
MAXIMUM AWARD — STATE'S PORTION
$ 152,200
Local Property Tax Exemption Provided by
❑ Yes
$ 0
Community
►1 No
TOTAL AWARD — STATE AND LOCAL
$ 152,200
(d) Refund Of Sales, Service And Use Taxes Paid To Contractors Or Subcontractors -
$50,000. 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.
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.
(ii) Taxes attributable to intangible property and furniture and furnishings shall not be
refunded.
(i)
(iii) To receive a refund of the sales, service and use taxes paid to contractors or
subcontractors, the Recipient must:
• Inform the Iowa Department of Revenue (IDR) in writing within two weeks of
project completion. For purposes of claiming this refund, "project
completion" means the first date upon which the average annualized production
of finished product for the preceding ninety -day period at the manufacturing
facility operated by the Recipient is at least fifty percent of the initial design
capacity of the facility.
• within one year after Project Completion, make an application to the
Department of Revenue.
(e) Refund of Taxes Attributable to Racks, Shelving, and Conveyor Equipment — benefit not
authorized.
(f) Corporate tax credit for certain sales taxes paid by third party developer — benefit not
authorized.
(g) Investment Tax Credit - $102,200.
(i) The Recipient may claim an investment tax credit as provided in Iowa Code section
15.333. An investment tax credit may be claimed for a portion of the Qualifying Expenditures,
as defined below in subparagraph (iii), directly related to new jobs created by the start-up,
location, expansion, or modernization of the business under this program. The Recipient shall
not claim more than the amount authorized for this benefit as stated above and in Article
3.3(b). The credit is to be taken in the year the qualifying asset is placed in service. Any
Contract # 11- IVF/TC -010
- 8 - Fmt Approved 11/09
July 1, 2010 — June 30, 2011
$20,440
July 1, 2011 — June 30, 2012
$20,440
July 1, 2012 — June 30, 2013
$20,440
July 1, 2013 — June 30, 2014
$20,440
July 1, 2014 — June 30, 2015
$20,440
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.
(ii) The tax credit shall be amortized equally over a five -year period as specified below:
Amortization Schedule
(iii) Only Qualifying Expenditures are eligible for the investment tax credit. For
purposes of this benefit, "Qualifying Expenditures" means:
1. The purchase price of real property and any buildings and structures located on the real
property.
2. The cost of improvements made to real property which is used in operation of the
business.
3. The costs of machinery and equipment, as defined in Iowa Code section 427A.1(1) "e"
and "j," purchased for use in the operation of the business and which the purchase
price have been depreciated in accordance with generally accepted accounting
principles.
(h) Additional Research Activities Credit — benefit not authorized.
(i) Value -Added Property Tax Exemption — benefit not authorized.
3.3 Layoff , Closure or Relocation After Approval For Assistance. If the Recipient is
approved to receive financial assistance and experiences a layoff or closes any of its facilities within the
State, the IDED Board may reduce or eliminate some or all of the amount of financial assistance to be
received.
ARTICLE 4
CONDITIONS TO DISBURSEMENT OF FUNDS AND ISSUANCE OF TAX CREDIT
CERTIFICATE; DISBURSEMENT TERMS
4.1 Direct State Financial Assistance — Disbursements of Award Funds.
(a) Conditions to Disbursement. The obligation of IDED to make, continue or disburse funds
under this Contract shall be subject to the conditions described in this Article 4.
(b) Process to Request Disbursement of Award Funds. Recipient shall prepare, sign and
submit disbursement requests and reports as specified in this Contract in the form and content required
by IDED. Recipient shall review all disbursement requests and verify that claimed expenditures are
allowable costs. The Recipient shall maintain documentation adequate to support the claimed costs.
(c) Documents Submitted. Funds will not be disbursed until IDED has received each of the
Contract # 11- IVF/TC -010 - 9 -
Fmt Approved 11/09
following documents, properly executed and completed, and approved by IDED as to form and
substance:
1. Contract. Fully executed Contract.
2. Promissory Note(s). The Promissory Note(s) required by Article 3.
3. Articles of Incorporation. Copies of the Articles of Incorporation of the Recipient, certified in
each instance by its secretary or assistant secretary.
4. Certificate of Existence. A certificate of existence for the Recipient from the State of
incorporation.
5. 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, against
the Recipient and Security and documentation of satisfactory credit history of the Recipient and
guarantors, as applicable, with no judgments or unsatisfied liens or similar adverse credit actions.
6. Security Documents. The fully executed Security Documents required in Article 5.
7. Other Required Documents. IDED shall have received such other contracts, instruments,
documents, certificates and opinions as the IDED may reasonably request.
8. Solid or Hazardous Waste Audit. To comply with Iowa Code section 15A.1(3) "b," if the
Recipient generates solid or hazardous waste, it must either: a) submit a copy of the Recipient's
existing in -house plan to reduce the amount of waste and safely dispose of the waste based on an
in -house audit conducted within the past 3 years; or b) submit an outline of a plan to be
developed in- house; or c) submit documentation that the Recipient has authorized the Iowa
Department of Natural Resources or Iowa Waste Reduction Center to conduct the audit.
9. Release Form — Confidential Tax Information. A signed Authorization for Release of
Confidential State Tax Information form to permit IDED to receive the Recipient's state tax
information directly from the Iowa Department of Revenue for the purpose of evaluation and
administration of tax credit programs and other state financial assistance programs.
10. Project Financial Commitments. The Recipient shall have submitted documentation acceptable
to IDED from the funding sources identified in Exhibit A committing to the specified financial
involvement in the Project and received the IDED's approval of the documentation. The
documentation shall include the amount, terms and conditions of the financial commitment, as
well as any applicable schedules.
11. Requests for Disbursement. All disbursements of Award proceeds shall be subject to receipt by
the IDED of requests for disbursement, in form and content acceptable to IDED, 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.
12. State Building Code Bureau Approval. Bidding for construction shall not be conducted prior to
the written approval of the final plans by the State Building Code Bureau of the Iowa Department
of Public Safety, and only if either of the following applies:
Contract # 11- IVF/TC -010
a. The building or structure is located in a governmental subdivision which has not adopted a
local building code, or
- 10 - Fmt Approved 11/09
b. The building or structure is located in a governmental subdivision which has adopted a
building code, but the building code is not enforced.
13. Other documents. Documentation of the TIF Rebate (Local Match) estimated at $467,800.
(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 Total Project Cost is less than the amount specified in
the Exhibit A, the financial assistance shall be reduced at the same ratio to the total Project cost reduction
as the ratio of the financial assistance amount to the total amount of funds provided by the Recipient and
all funding sources requiring a proportional reduction of their financial contribution to the Project. Any
disbursed excess above the reduced IDED participation amount shall be returned immediately to IDED.
(f) Investment of Award Proceeds.
1. In the event that the Award proceeds are not immediately utilized, temporarily idle Award
proceeds held by the Recipient may be invested provided such investments shall be in accordance with
State law, including but not limited to the provisions of Iowa Code chapter 12C concerning the deposit of
public funds. Interest accrued on temporarily idle Award proceeds held by the Recipient shall be
credited to and expended on the Project prior to the expenditure of other Award proceeds.
2. All proceeds remaining, including accrued interest, after all allowable Project costs have been
paid or obligated shall be returned to the IDED within thirty (30) days after the Project Completion Date.
Within ten (10) days of receipt of a written request from IDED, Recipient shall inform the IDED in
writing of the amount of unexpended Award funds in the Recipient's possession or under the Recipient's
control, whether in the form of cash on hand, investments, or otherwise.
4.2 Tax Benefits — Conditions to Issuance of Tax Credit Certificate.
(a) Tax Credit Certificate Required to Claim Benefits. Recipient shall not claim the tax
benefits described in Article 3 until IDED has issued a Tax Credit Certificate for this Project.
(b) Issuance of Tax Credit Certificate. Upon satisfaction of the conditions described in
herein, IDED will issue a Tax Credit Certificate to the Recipient for this Project. The Tax Credit
Certificate will contain the Recipient's name, address, tax identification number, the amount of the tax
credit, and other information required by the Iowa Department of Revenue. This Tax Certificate shall be
attached to Recipient's tax return.
(c) Conditions to Issuance of Tax Credit Certificate. The obligation of IDED to issue a Tax
Credit Certificate shall be subject to the conditions precedent described in this Article 4.
(d) Documents Submitted. IDED shall have received each of the following documents,
properly executed and completed, and approved by IDED as to form and substance:
1. Contract. Fully executed Contract.
2. Articles of Incorporation. Copies of the Articles of Incorporation of the Recipient, certified in
each instance by its secretary or assistant secretary.
3. Certificate of Existence. A certificate of existence for the Recipient from the State of
incorporation.
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4. 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/organization, against the Recipient and Security and documentation of satisfactory
credit history of the Recipient and guarantors, as applicable, with no judgments or unsatisfied
liens or similar adverse credit actions.
5. Other Required Documents. IDED shall have received such other contracts, instruments,
documents, certificates and opinions as the IDED may reasonably request.
6. Solid or Hazardous Waste Audit. To comply with Iowa Code section 15A.1(3) "b," if the
Recipient generates solid or hazardous waste, it must either: a) submit a copy of the Recipient's
existing in -house plan to reduce the amount of waste and safely dispose of the waste based on an
in -house audit conducted within the past 3 years; or b) submit an outline of a plan to be
developed in- house, or c) submit documentation that the Recipient has authorized the Iowa
Department of Natural Resources or Iowa Waste Reduction Center to conduct the audit.
7. Release Form — Confidential Tax Information. A signed Authorization for Release of
Confidential State Tax Information form to permit IDED to receive the Recipient's state tax
information directly from the Iowa Department of Revenue for the purpose of evaluation and
administration of tax credit programs and other state financial assistance programs.
8. Project Financial Commitments. The Recipient shall have submitted documentation acceptable
to IDED from the funding sources identified in Exhibit B, Description of Project and Award
Budget, committing to the specified financial involvement in the Project and received the IDED's
approval of the documentation. The documentation shall include the amount, terms and
conditions of the financial commitment, as well as any applicable schedules.
9. State Building Code Bureau Approval. Bidding for construction shall not be conducted prior to
the written approval of the final plans by the State Building Code Bureau of the Iowa Department
of Public Safety, and only if either of the following applies:
(i) The building or structure is located in a governmental subdivision which has not adopted a
local building code, or
(ii) The building or structure is located in a governmental subdivision which has adopted a
building code, but the building code is not enforced.
4.3 Suspension, Reduction or Delay of Disbursements, Issuance of Tax Credit Certificate,
or Authorization of Tax Benefits. Any one or more of the following shall be grounds for IDED to
suspend, delay or reduce the amount of disbursement of Award Funds or delay the issuance of a Tax
Credit Certificate:
(a) Unremedied event of default Upon the occurrence of an Event of Default (as defined in this
Contract) by the Recipient, the IDED may suspend payments and tax benefits to the Recipient until such
time as the default has been cured to IDED's satisfaction.
(b) Layoff, closure or relocation. In the event the Recipient experiences a layoff within the state
of Iowa, relocates or closes any of its Iowa facilities IDED has the discretion to reduce or eliminate some
or all of the amount of financial assistance to be received.
(c) Reduction, discontinuance or alteration of state funding /programs. Any termination,
reduction, or delay of funds or tax benefits available due, in whole or in part, to (i) lack of, reduction in,
Contract # 11- IVF/TC -010
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or a deappropriation of revenues or tax benefits previously appropriated or authorized for this Contract,
or (ii) any other reason beyond the IDED's control may, in the IDED's discretion, result in the
suspension, reduction or delay of Award Fund or authorization of tax benefits to the Recipient
ARTICLE 5
SECURITY REQUIREMENTS
5.1 Security for State Direct Financial Assistance Awarded. The Recipient shall execute in
favor of the IDED all security agreements, financing statements, mortgages, personal and/or corporate
guarantees (the "Security Documents ") as required by the IDED Board for this Award.
(a) Form of Security. This Contract shall be secured by the collateral described below and
shall remain in effect through the Contract Effective Date:
• Irrevocable Letter of Credit from Bank of America.
(b) Value of Collateral. The value, as reasonably determined by IDED, of the security shall
meet or exceed the amount of Award funds disbursed.
(c) Additional or Substitute Collateral. In case of a decline in the market value of the security
or any part thereof, IDED may require that additional or substitute collateral of quality and value
satisfactory to IDED be pledged as security for this Award. The Recipient shall provide such additional
or substitute collateral within 20 days of the date of the request for additional or substitute collateral to
secure this Award in an amount equal to or greater than the amount of outstanding Award funds.
5.2 Security for Tax Benefits Awarded. - None required.
Contract # 11- IVF/TC -010
ARTICLE 6
REPRESENTATIONS AND WARRANTIES
6.1 Representations of Recipient. The Recipient represents and warrants to IDED as follows:
(a) Organization and Qualifications. The Recipient is duly organized, validly existing and in
good standing under the state of its incorporation. The Recipient has full and adequate power to own its
property and conduct its Recipient as now conducted, and is duly licensed or qualified and in good
standing in each jurisdiction in which the nature of the Recipient conducted by it or the nature of the
property owned or leased by it requires such licensing or qualifying, except where the failure to so
qualify would not have a material adverse effect on the Recipient's ability to perform its obligations
hereunder.
(b) Authority and Validity of Obligations. The Recipient has full right and authority to enter
into this Contract. The person signing this Contract has full authority on behalf of Recipient to:
1. Sign this Contract, and
2. Issue Promissory Notes on behalf of the Recipient, and
3. Secure Recipient's obligations under this Contract, and
4. Perform each and all of the obligations under the Contract.
The Contract delivered by the Recipient has been duly authorized, executed and delivered by the
Recipient and constitute the valid and binding obligations of the Recipient and enforceable against it in
accordance with their terms. This Contract and related documents do not contravene any provision of
- 13 - Fmt Approved 11/09
law or any judgment, injunction, order or decree binding upon the Recipient or any provision of the
Articles of Incorporation of the Recipient, contravene or constitute a default under any covenant,
indenture or contract of or effecting the Recipient or any of its properties.
(c) Use of Award Funds. The Recipient hereby agrees to use Award Funds and Tax Benefits
only for the Project and for the activities described in Exhibit B - Description of the Project and Award
Budget and this Contract. Use of Award Funds and Tax Benefits shall conform to the Budget for the
Project as detailed in Exhibit B - 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 B - Description of the Project and Award Budget.
(d) Subsidiaries. The Recipient has no Subsidiaries involved with the Project on the Contract
Effective Date.
(e) Financial Reports. The balance sheet of the Recipient furnished to IDED fairly presents its
financial condition as at said date in conformity with 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 IDED.
(f) No Material Adverse Change. Since the Award Date, there has been no change in the
condition (financial or otherwise) or business prospects of the Recipient, except those occurring in the
ordinary course of business, none of which individually or in the aggregate have been materially adverse.
To the knowledge of the Recipient, there has been no material adverse change in the condition of the
business (financial or otherwise) or the prospects of the Recipient.
(g) Full Disclosure; Recipient's Financial Assistance Application. The statements and other
information furnished to the IDED 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
IDED acknowledges that as to any projections furnished to the IDED, the Recipient only represents that
the same were prepared on the basis of information and estimates it believed to be reasonable.
(h) 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, know how 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.
(i) 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.
(j) 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, Recipient
or operations of the Recipient, nor is the Recipient aware of any existing basis for any such litigation or
Contract # 11- IVF/TC -010
-14 - Fmt Approved 11/09
governmental proceeding.
(k) Good Title. The Recipient has good and defensible title (or valid leasehold interests) to all
of its property involved with the Project reflected on the most recent balance sheets furnished to the
IDED (except for sales of assets in the ordinary course of business).
(1) Taxes. All tax returns required to be filed by the Recipient in any jurisdiction have, in fact,
been filed, and all taxes, assessments, fees and other governmental charges upon the Recipient or upon
any of its property, income or 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, as are being contested
in good faith and by appropriate proceedings which prevent enforcement of the matter under contest and
as to which adequate reserves established in accordance with GAAP have been provided. The Recipient
knows of no proposed additional tax assessment against it for which adequate 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.
(m) Other Contracts. The Recipient is not in default under the terms or any covenant,
indenture or contract of or affecting either the Recipient or any of its properties, which default, if
uncured, would have a material adverse effect on its financial condition, properties, Recipient or
operations.
(n) No Default. No Default or Event of Default, as defined in Article 9, has occurred or is
continuing.
(o) 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 to the effect that its operations are not in compliance with any of the requirements of
applicable federal, state or local environmental or health and safety statutes and regulations or are the
subject of any governmental investigation evaluating whether any remedial action is needed to respond to
a release of any toxic or hazardous waste or substance into the environment, which non - compliance or
remedial action could have a material adverse effect on the financial condition, properties, business or
operations of the Recipient.
(p) 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 the IDED or each
time tax benefits are claimed by the Recipient.
6.2 Representations of Community.
(a) Local Approvals Received; Authority and Validity of Obligations. The Community has
secured all necessary local approvals and has full right and authority to enter into this Contract. The
person signing this Contract has full authority on behalf of the Community to:
1. Sign this Contract, and
2. Perform each and all of the Community's obligations under this Contract.
The Contract delivered by the Community has been duly authorized, executed and delivered by the
Community and constitutes the valid and binding obligations of the Community and enforceable against
Contract # 11- IVF/TC -010
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it in accordance with their terms. This Contract and related documents do not contravene any provision
of law or any judgment, injunction, order or decree binding upon the Community, contravene or
constitute a default under any covenant, indenture or contract of or effecting the Community or any of its
properties.
(b) Local Commitment. The Community represents that there are legally enforceable
commitments in place for the Community local commitment identified for the Project in Exhibit B -
Description of the Project and Award Budget.
(c) No Material Adverse Change. Since the Award Date, there has been no material 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 IDED by Community in its Financial Assistance Application and in
connection with the negotiation of this Contract do not contain any untrue statements of a material fact or
omit a material fact necessary to make the material statements contained herein or therein not misleading.
The IDED acknowledges that as to any projections furnished to the IDED, 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 Default. No Default or Event of Default by Community, as defined in Article 9, has
occurred or is continuing.
(h) Compliance with Laws. The Community is in compliance with the requirements of all
federal, state and local laws, rules and regulations applicable to or pertaining to the operations of the
Community and laws and regulations establishing quality criteria and standards for air, water, land and
toxic or hazardous wastes or substances, non - compliance with which could have a material adverse effect
on the financial condition, properties, business or operations of the Community. The Community has not
received notice to the effect that its operations are not in compliance with any of the requirements of
applicable federal, state or local environmental or health and safety statutes and regulations or are the
subject of any governmental investigation evaluating whether any remedial action is needed to respond to
a release of any toxic or hazardous waste or substance into the environment, which non - compliance or
remedial action could have a material adverse effect on the financial condition, properties, business or
operations of the Community.
(i) Effective Date of Representations and Warranties. The warranties and representations of
this Article are made as of the Contract Effective Date.
Contract # 11- IVF/TC -010
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Award
Date
Project
Completion Period
Protect
Completlon Date
Maintenance
Period
Maintenance Period
Completion Date
Contract
Closeout
"Award Date"
"Project
"Project
"Maintenance
"Maintenance Period
IDED will conduct
means the date
Completion
Completion Date"
Period" means
Completion Date"
Contract Closeout
first stated in this
Period" means the
means the date 3
the period of
means the date 2 years
procedures after all
Contract and is
period of time
years from the
time between
from the Project
events described in
the date the
between the Award
Award Date.
the Project
Completion Date and
Article 1 have been
IDED Board
Date and the
Recipient must
Completion
is the date on which
met.
approved the
Project Completion
complete the Project
Date and the
the Maintenance
awarding of
financial
Date.
by this date.
Maintenance
Period
Period ends.
"Contract End
Date" means the date
assistance to the
At this point, IDED
Completion
At this point, IDED
stated in IDED's
Recipient for the
will review the
Date. The
will review the Project
written Notice of
Project.
Project to verify
Project must be
to verify that it was
Contract Closeout
compliance with
maintained in
maintained in
that is issued
Contract terms and
obligations.
Iowa for this
period of time.
compliance with
Contract terms and
obligations.
pursuant to Article 1.
7.1 Project Performance Obligations.
ARTICLE 7
COVENANTS OF THE RECIPIENT
For the duration of this Contract, the Recipient covenants to IDED as follows:
(a) Use Award funds only for Project. The Recipient shall use Award Funds and Tax
Benefits only for the Project and for the activities described in Exhibit B - Description of the Project and
Award Budget and this Contract. Use of Award Funds and Tax Benefits shall conform to the Budget for
the Project as detailed in Exhibit B - 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 B - Description of the Project and Award Budget.
(b) Meet and Maintain Eligibility Requirements. Recipient shall continue to meet and
maintain all statutory eligibility requirements for the funding sources providing assistance under this
Contract.
(c) Project Time Period. This Contract covers the five (5) year Project time period from
the Award Date through the Maintenance Period Completion Date. Recipient shall complete and
maintain the Project within the Project time 'eriod shown below:
COMPLIANCE
MEASUREMENT
POINT
Contract # 11 - IVF/TC -010 - 17 -
COMPLIANCE
MEASUREMENT
POINT
(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 B - 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 B - Description of the Project
and Award Budget.
Fmt Approved 11/09
(f) Maintain Project through Maintenance Completion Period Date. Recipient shall
maintain the Project through the Maintenance Completion Period Date.
(g) Maintain Project in Iowa During Contract Period. The Recipient shall at all times
preserve and maintain its existence as a corporation in good standing and maintain the Project in Iowa.
The Recipient will preserve and keep in force and affect all licenses, permits, franchises, approvals,
patents, trademarks, trade names, trade styles, copyrights and other proprietary rights necessary to the
proper conduct of its respective Recipient.
(h) Employ Legally Authorized Workers. Recipient shall only employ individuals legally
authorized to work in this state.
(i) Job Obligations. By the Project Completion Date, the Recipient shall create the number
of FTE Created Jobs above the Recipient's Employment Base and maintain the jobs through the
Maintenance Completion Period Date, all as detailed in Exhibit C — Job Obligations.
(j) Wage Obligations. Recipient shall:
• For the Created Jobs, pay 100% of the Qualifying Wage Threshold at the start of the
Project Completion Period, at least 130% of the Qualifying Wage Threshold by the
Project Completion Date, and at least 130% of the Qualifying Wage Threshold until
the Maintenance Period Completion Date.
• For the Retained Jobs, pay at least 130% of the Qualifying Wage Threshold
throughout both the Project Completion Period and the Maintenance Period.
• The specific Qualifying Wage Threshold rates that must be met are stated in Exhibit
C, Job Obligations.
• To meet the Qualifying Wage Threshold, the Recipient may add to each FIE wage
the Sufficient Benefits Credit as shown in Exhibit C, Job Obligations. This value
shall be credited against the amount of the 130 percent Qualifying Wage Threshold
requirement that the Recipient is required to meet.
• For purposes of measuring compliance with the Job Obligations of this Contract,
IDED will only count those jobs that meet or exceed the 130% Qualifying Wage
Threshold at the Project Completion Date and through the Maintenance Period
Completion Date.
(k) Provide Sufficient Benefits. The Recipient shall provide all full -time employees with
Sufficient Benefits.
7.2 Taxes and Insurance
(a) Pay Taxes and Assessments. The Recipient shall duly pay and discharge all taxes, rates,
assessments, fees and governmental charges upon or against its properties, in each case before the same
become delinquent and before penalties accrue thereon, unless and to the extent that the same are being
contested in good faith and by appropriate proceedings and adequate reserves are provided therefore.
(b) Maintain Insurance. The Recipient shall insure and keep insured in good and
responsible insurance companies, all insurable property owned by it which is of a character usually
insured by Persons similarly situated and operating like properties against loss or damage from such
hazards or risks as are insured by Persons similarly situated and operating like properties; and the
Recipient shall insure such other hazards and risks (including employers' and public liability risks) in
good and responsible insurance companies as and to the extent usually insured by Persons similarly
situated and conducting similar business. The Recipient will upon request of the IDED 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
Contract # 11- IVF/TC -010
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Report
Due Date
Annual Project Status Report
July 31S for the period ending June 30th
The Annual Project Status Report will collect
information from the Recipient about the status
of the Project.
End of Project Report
Within 30 days of Project Completion Date
The End of Project Report will collect
information from the Recipient about the
completed Project.
(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 time the efficiency thereof shall be fully preserved and maintained in accordance
with prudent business practices.
(b) Restrictions on Security. The Recipient shall not, without prior written disclosure to
IDED and prior written consent of IDED, which shall not be unreasonably withheld, directly or
indirectly:
1. Sell, transfer, convey, assign, encumber or otherwise dispose of any of the Security for this Project.
2. Place or permit any restrictions, covenants or any similar limitations on the Security for the
Project.
3. Remove from the Project site or the State all or substantially all of the Security.
4. Create, incur or permit to exist any lien of any kind on the Security.
7.4 Business Changes.
(a) No Changes in Recipient Operations. The Recipient shall not materially change the
Project or the nature of the business and activities being conducted, or proposed to be conducted by
Recipient, as described in the Recipient's approved application for funding, Exhibit A of this Contract,
unless approved in writing by IDED 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 business assets
directly associated with the Project. Recipient shall provide IDED with advance notice of any proposed
changes in ownership, structure or control. The materiality of the change and whether or not the change
affects the Project shall be as reasonably determined by IDED.
7.5 Required Reports
(a) Review of Reports. The Recipient shall prepare, sign and submit required reports, in the
form and content required by IDED, as specified in this Contract.
(b) Reports. The Recipient shall prepare, sign and submit the following reports to the IDED
throughout the Contract period:
Contract # 11- IVF/TC -010
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Fmt Approved 11/09
End of Maintenance Period Report
The End of Maintenance Period Report will
collect information from the Recipient's
continued maintenance of the Project.
Within 30 days of the end of the Job
Maintenance Period Completion Date
(c) Additional Reports, Financials as Requested by IDED. The IDED reserves the right to
require more frequent submission of reports if, in the opinion of the IDED, 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 IDED, 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, licenses, buildings, improvements, fixtures,
equipment or its property required by reason of any applicable environmental, hazardous waste or
substance, toxic substance or underground storage laws or regulations.
(c) Nondiscrimination laws. Recipient shall comply in all material respects with all
applicable federal, state, and local laws, rules, ordinances, regulations and orders applicable to the
prevention of discrimination in employment, including the administrative rules of the Iowa Department
of Management and the Iowa Civil Rights Commission which pertain to equal employment opportunity
and affirmative action.
(d) Worker rights and safety. The Recipient shall comply in all material respects with all
applicable federal, state and local laws, rules, ordinances, regulations and orders applicable to worker
rights and worker safety.
(e) Immigration laws. Recipient shall only employ individuals legally authorized to work
in this state. In addition to any and all other applicable penalties provided by current law, all or a portion
of the assistance received by a business which has received financial and is found to knowingly employ
individuals not legally authorized to work in this state is subject to recapture by IDED.
(f) Compliance with IDED's Administrative Rules. Recipient shall comply with IDED's
administrative rules for the programs providing assistance to the Project and rules governing
administration of this Contract.
7.7 Inspection and Audit. The Recipient shall permit the IDED and its duly authorized
representatives, at such reasonable times and reasonable intervals as the IDED may designate, to:
(a) Conduct site visits and inspect the Project.
(b) Audit financial records related to the Project.
(c) Examine and make copies of the books of accounts and other financial records of the
Recipient related to the Project.
(d) Discuss the affairs, finances and accounts of the Recipient with, and to be advised as to
the same by, its officers, and independent public accountants (and by this provision the
Recipient authorizes such accountants to discuss with the IDED and the IDED' s duly
authorized representatives the finances and affairs of the Recipient).
Contract # 11- IVF/TC -010
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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 generally accepted accounting
principles and such other procedures specified by IDED.
(b) Access to Records. Records to verify compliance with the terms of this Contract shall be
available at all times, and made available to IDED and its designees at places and times designated by
IDED, for the duration of this Contract and any extensions thereof. Recipient shall make its records
available to: (i) IDED, (ii) IDED's internal or external auditors, agents and designees; (iii) the Auditor of
the State of Iowa, the Attorney General of the State of Iowa, (iv) 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 Business to IDED.
(a) Notice of Major Changes. The Recipient shall promptly provide IDED with written
notice of any major changes that would impact the success of the Project.
(b) Notice of Meetings. The Recipient shall notify IDED at least two (2) working days in
advance of all meetings of the board of directors at which the subject matter of this Contract or the
Project is proposed to be discussed. The Recipient shall provide IDED with copies of the agenda and
minutes of such meetings and expressly agrees that a representative of IDED has a right to attend those
portions of any and all such meetings where the Project or this Contract is discussed.
(c) Notice of Proceedings. The Recipient shall promptly notify IDED of the initiation of
any claims, lawsuits, bankruptcy proceedings or other proceedings brought against the Recipient which
would adversely impact the Project.
7.10 Indemnification. The Recipient shall indemnify, defend and hold harmless the IDED, the
State of Iowa, its departments, divisions, agencies, sections, commissions, officers, employees and agents
from and against all losses, liabilities, penalties, fines, damages and claims (including taxes), and all
related costs and expenses (including reasonable attorneys' fees and disbursements and costs of
investigation, litigation, settlement, judgments, interest and penalties), arising from or in connection with
any of the following:
(a) Any claim, demand, action, citation or legal proceeding arising out of or resulting from
the Project;
(b) Any claim, demand, action, citation or legal proceeding arising out of or resulting from a
breach by the Recipient of any representation, warranty or covenant made by the Recipient in this
Contract;
(c) Any claim, demand, action, citation or legal proceeding arising out of or related to
occurrences that the Recipient is required to insure against as provided for in this Contract; and
(d) Any claim, demand, action, citation or legal proceeding which results from an act or
omission of the Recipient or any of their agents in its or their capacity as an employer of a person.
7.11 Nonassignment. The Recipient shall not assign this Contract without the written consent of
the IDED, which consent will not be unreasonably withheld.
7.12 Repayment of Unallowable Costs. Recipient shall repay any Award Funds received or Tax
Benefits claimed that are determined by IDED, its auditors, agents or designees, the Auditor of State, or
similar authorized governmental entity to be unallowable under the terms of this Contract.
Contract # 11- IVF/TC -010
- 21 - Fmt Approved 11/09
ARTICLE 8
COVENANTS OF THE COMMUNITY
For the duration of this Contract, the Community covenants to IDED as follows:
8.1 Local Match. The Community shall provide the local financial assistance for the Project as
described in Exhibit B, Project Description and Award Budget.
8.2 Notice to IDED. In the event the Community becomes aware of any material alteration in
the Project, initiation of any investigation or proceeding involving the Project, change in the Recipient'
ownership, structure or operation, or any other similar occurrence, the Community shall promptly
provide written notice to IDED.
ARTICLE 9
EVENTS OF DEFAULT; NOTICE AND OPPORTUNITY TO CURE;
AND REMEDIES AVAILABLE TO IDED
9.1 Default by Recipient. An unremedied Event of Default can 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 Benefits 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 (whether by lapse of time, acceleration or
otherwise) for more than ten (10) business days of the due date thereof of any Loan; or
2. Noncompliance with Covenants. Default in the observance or performance of any covenant set
forth in Article 7, for more than five (5) business days; or
3. Noncompliance with Security Documents. Default in the observance or performance of any
term of any Security Document 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;
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 shall for any reason fail to create a valid and perfected priority
security interest in favor of the IDED; or
7. Judgment Over $100,000. Any judgment or judgments, writ or writs or warrant or warrants of
attachment, or any similar process or processes in an aggregate amount in excess of $100,000
shall be entered or filed against the Recipient or against any of its property and remains
unvacated, unbonded or unstayed for a period of 30 days; or
Contract # 11- IVF/TC -010
- 22 - FmtApproved 11/09
8. Adverse Change in Financial Condition. Any change shall occur in the financial condition of
the Recipient which would have a material adverse effect on the ability of the Recipient to
perform under this Contract; or
9. 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) institute any proceeding seeking to have entered against it
an order for relief under the United States Bankruptcy Code as amended, to adjudicate it
insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment
or composition of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or 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
shall be appointed for either the Recipient or any substantial part of any of its respective property,
or a proceeding described above shall be instituted against either the Recipient and such
appointment continues undischarged or such proceeding continues undismissed or unstayed for a
period of sixty (60) days; or
11. Insecurity. IDED shall in good faith deem itself insecure and reasonably believes, after
consideration of all the facts and circumstances then existing, that the prospect of payment and
satisfaction of the obligations under this Contract, or the performance of or 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 experiences a layoff, relocates or closes any of its
facilities within the state; or
14. Hiring workers not authorized to work in state. The Recipient fails to only employ individuals
legally authorized to work in this state. If Recipient is found to knowingly employ individuals not
legally authorized to work in this state then, in addition to any and all other applicable penalties
provided by current law, all or a portion of the assistance received is subject to repayment; or
15. Failure to Maintain Program Eligibility Requirements. Recipient fails to maintain a statutory
eligibility requirement for a program providing assistance under this Contract.
(b) Notice of Default and Opportunity to Cure. If IDED has reasonable cause to believe
that an Event of Default has occurred under this Contract, IDED shall issue a written Notice of Default to
the Recipient, setting forth the nature of the alleged default in reasonable specificity, and providing
therein a reasonable period time, which shall not be fewer than thirty (30) days from the date of the
Notice of Default, in which the Recipient shall have an opportunity to cure, provided that cure is possible
and feasible.
(c) Remedies Available to IDED. When an Event of Default has occurred and is not cured
within the required time period, IDED may, after written notice to Recipient:
1. Terminate this Contract.
Contract # 11- IVF/TC -010
- 23 - Fmt Approved 11/09
(d) Repayment of Direct Financial Assistance Received: Pro Rata Repayment
Permitted in Certain Circumstances. Barring any other Event of Default, if the default is due solely to
one of the following circumstances, IDED will permit pro rata repayment of the direct financial
assistance received:
Contract # 11- IVF/TC -010
2. Suspend or reduce pending and future disbursements.
3. Declare the principal and any accrued interest on the outstanding Promissory Notes to be
forthwith due and payable, including both principal and interest and all fees, charges and
other amounts payable under this Contract shall be and become immediately due and
payable without further demand, presentment, protest or notice of any kind.
4. Require repayment of all or a portion of Award Funds disbursed.
5. Revoke or reduce authorized Tax Benefits.
6. Require full repayment of all or a portion the value of Tax Benefits received.
1. Failure to Meet Job Obligations by Project Completion Date. If the Recipient does
not meet its Job Obligations as detailed in Exhibit C — Job Obligations by the Project
Completion Date, Recipient shall repay a portion of the direct financial assistance
received. The amount to be repaid is calculated based on the number of jobs that are
at or above the Qualifying Wage Threshold. Repayment of any amounts due will be
at the rate of $1,466.51 per unfilled job. This per job rate is calculated as follows:
$155,450 Forgivable Loan Award Amount divided by 106 jobs to be created.
For example, if the Recipient is short by 10 jobs the amount to be repaid is $1,466.51
per job multiplied by 10, for a total due of $14,665.10. Penalty interest shall apply as
described in 9.1(f).
Upon repayment of the amount due, IDED will reduce the Recipient's Employment
Base. This reduced employment base must be maintained through the Maintenance
Period Completion Date.
2. Job shortfall at Maintenance Period Completion Date. If the Recipient does not
maintain its adjusted Employment Base through the Maintenance Period Completion
Date, Recipient shall repay an additional portion of the direct financial assistance
received for the number of jobs it failed to maintain. The amount to be repaid will be
calculated as described in subsection 1 above.
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 B, Project
Description and Award Budget, by the Project Completion Date Recipient shall
repay a portion of the direct financial assistance received.
For example, if the Recipient's required Total Project Cost is 10% less than pledged,
10% of the Award amount received must be repaid (plus 6% interest calculated from
the date of first disbursement of Award funds).
4. Repayment Amount If Both Shortfall In Job Obligations and Less Than Total
Project Cost. If the Recipient experiences a shortfall in its Job Obligations and the
Total Project Cost is less than required, IDED will calculate the amount owing for
the job shortfall and for less than the Total Project Cost. The higher of these two
- 24 - Fmt Approved 11/09
amounts shall be the amount Recipient shall repay to IDED.
(e) Repayment of Tax Benefits Received - High Quality Jobs Program. The Iowa
Department of Revenue (IDR) is the state agency responsible for collecting the value of any tax benefits
received in violation of the terms of this Contract. The Community is the party responsible for collecting
the value of the local tax benefits received in violation of this Contract. IDED will determine if the
Recipient has met the terms of this Contract. If there is an unremedied Event of Default, IDED will
provide written notice to IDR and the Community. Calculation of the amount owed may be based on a
sliding scale in certain circumstances. Those circumstances are as follows:
1. Failure to Meet Job Obligations by Project Completion Date. If the Recipient does
not meet is Job Obligations as detailed in Exhibit C — Job Obligations by the Project
Completion Date, Recipient shall repay a percentage of the tax incentives it has
received. The repayment percentage will be equal to the percentage of jobs short of
its Job Obligations.
The percentage to be repaid is calculated based on the number of jobs that are at or
above the Qualifying Wage Threshold. For example, if the Recipient meets 90% of
its Job Obligations, the amount to be repaid is 10% of the value of Tax Benefits
taken (plus any penalty interest assessed by IDR).
Upon repayment of the amount due, IDED will reduce the Recipient's Employment
Base. This reduced employment base must be maintained through the Maintenance
Period Completion Date.
2. Job shortfall at Maintenance Period Completion Date. If the Recipient does not
maintain its adjusted Employment Base through the Maintenance Period Completion
Date, Recipient shall repay an additional percentage of the tax incentives it has
received. The repayment percentage will be equal to the percentage of jobs that the
Recipient failed to maintain. The amount to be repaid will be calculated as described
in subsection 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 B, Project
Description and Award Budget, by the Project Completion Date Recipient shall
repay a portion of the tax benefits received.
For example, if the Recipient's required Total Project Cost is 10% less than pledged,
10% of the value of the tax benefits received (plus any penalty interest assessed by
IDR) must be repaid
4. Repayment Amount If Both Shortfall In Job Obligations and Less Than Total
Project Cost. If the Recipient experiences a shortfall in its Job Obligations and the
Total Project Cost is less than required, IDED will calculate the percentage owing
for the job shortfall and for less than the Total Project Cost. The higher of these two
amounts shall be the amount Recipient shall repay to IDR.
5. 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 or
insurance premium tax credit was claimed, the income tax liability of the Recipient
Contract # 11- IVF/TC -010 - 25 -
Fmt Approved 11/09
Contract # 11- IVF/TC -010
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:
1. 100% of the tax credit claimed if the property ceases to be approved
for the tax credit within one full year after being placed in service.
2. 80% of the tax credit claimed if the property ceases to be approved
for the tax credit within two full years after being placed in service.
3. 60% of the tax credit claimed if the property ceases to be approved
for the tax credit within three full years after being placed in service.
4. 40% of the tax credit claimed if the property ceases to be approved
for the tax credit within four full years after being placed in service.
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.
6. Qualifying Investment. If the Business does not meet its Qualifying Investment
requirement as defined in Article 3, Recipient shall repay all or a portion of the value
of tax benefits received. Repayment shall be calculated as follows:
1. If the Recipient has met 50 percent or less of the Qualifying
Investment requirement, Recipient shall repay the same percentage in
benefits as the Recipient failed to invest.
2. If the Recipient has met more than 50 percent but not more than 75
percent of the Qualifying Investment requirement, the Recipient shall
repay one -half of the percentage in benefits as the Recipient failed to
invest.
3. If the Recipient has met more than 75 percent but not more than 90
percent of the Qualifying Investment requirement, the Recipient shall
repay one - quarter of the percentage in benefits as the Recipient failed
to invest.
(f) 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.
(g) Expenses. The Recipient agrees to pay to the IDED all expenses reasonably incurred or
paid by IDED including reasonable attorneys' fees and court costs, in connection with any Default or
Event of Default by the Recipient or in connection with the enforcement of any of the terms of this
Contract.
9.2 Default by Community. An unremedied Event of Default can result in termination of this
Contract and repayment by Community of all or a portion of the pledged local match, plus applicable
default interest and costs.
(a) Events of 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
- 26 - Fmt Approved 11/09
Contract # 11- IVF/TC -010
Community in this Contract or in any statement or certificate furnished by it
pursuant to this Contract, or made by Community in Exhibit A, Recipient's Financial
Assistance Application, or in connection with any of the above, proves untrue in any
material respect as of the date of the issuance or making thereof; or
(b) Notice of Default and Opportunity to Cure. If IDED has reasonable cause to believe
that an Event of Default has occurred under this Contract, IDED shall issue a written Notice of Default to
the Community, setting forth the nature of the alleged default in reasonable specificity, and providing
therein a reasonable period time, which shall not be fewer than thirty (30) days from the date of the
Notice of Default, in which the Community shall have an opportunity to cure, provided that cure is
possible and feasible.
(c) Remedies Available to IDED. When an Event of Default by Community has occurred
and is not cured within the required time period, IDED may, after written notice to Community.
1. Suspend or reduce pending and future disbursements to Community
2. Require repayment by Community for the amount of local financial assistance
pledged to the Project but not provided.
(d) Default 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.
(e) Expenses. The Community agrees to pay to the IDED all expenses reasonably incurred
or paid by IDED 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 State of Iowa Recognition. If the Project involves construction and there is signage
recognizing the financial contributions made to the Project the Recipient agrees to include the Iowa
Department of Economic Development on the list of entities providing assistance. For example, a sign or
plaque indicating that the Project was funded in part by an Award from the State of Iowa, Iowa
Department of Economic Development.
10.2 Choice of Law and Forum; Governing Law.
(a) In the event any proceeding of a quasi-judicial or judicial nature is commenced in connection
with this Contract, the proceeding shall be brought in Des Moines, Iowa, in Polk County District Court
for the State of Iowa, if such court has jurisdiction. If however, such court lacks jurisdiction and
jurisdiction lies only in a United States District Court, the matter shall be commenced in the United
States District Court for the Southern District of Iowa, Central Division.
(b) This provision shall not be construed as waiving any immunity to suit or liability, in state or
federal court, which may be available to the IDED, the State of Iowa or its members, officers, employees
or agents.
(c) This Contract and the rights and duties of the parties hereto shall be governed by, and
construed in accordance with the internal laws of the State of Iowa without regard to principles of
conflicts of laws.
10.3 Contract Amendments. Neither this Contract nor any documents incorporated by
- 27 - Fmt Approved 11/09
reference in connection with this Contract, may be changed, waived, discharged or terminated orally, but
only as provided below:
(a) Writing required. The Contract may only be amended if done so in writing and signed by the
Recipient, the Community and IDED. 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) IDED Board review. Requests to amend this Contract shall be processed by IDED in
compliance with the IDED Board's rules and procedures applicable to contract amendments.
10.4 Notices. Except as otherwise specified herein, all notices hereunder shall be in writing
(including, without limitation by fax) and shall be given to the relevant party at its address, e-mail
address, or fax number set forth below, or such other address, e-mail address, or fax number as such party
may hereafter specify by notice to the other given by United States mail, by fax or by other
telecommunication device capable of creating a written record of such notice and its receipt. Notices
hereunder shall be addressed:
Contract # 11- IVF/TC -010
To the Recipient at:
Sedgwick Claims Management Services, Inc.
Linda Lagesse, Assistant VP
1100 Ridgeway Loop Road, Ste. 200
Memphis, TN 38102
E -mail: Linda.lagesse @sedgwickcros.com
Telephone: 901.451.7590
Facsimile: 901.415.7490
To the IDED at:
Iowa Department of Economic Development
Compliance
200 East Grand Avenue
Des Moines, Iowa 50309
Attention: Beth Conley, Project Manager
E -mail: Beth.Conley @iowa.gov
Telephone: 515.725.3116
Facsimile: 515.725.3010
To the Community at:
City of Dubuque
David Heiar
City Hall 50 West 13 Street
Dubuque, IA 52001
E -mail: dheiar @cityofdubuque.org
Telephone: 563.589.4393
Facsimile: 563.589.1733
Each such notice, request or other communication shall be effective (i) if given by facsimile, when such
facsimile is transmitted to the facsimile number specified in this Article and a confirmation of such
facsimile has been received by the sender, (ii) if given by e-mail, when such e-mail is transmitted to the
- 28 - Fmt Approved 11/09
e -mail address specified in this Article and a confirmation of such e-mail has been received by the
sender, (iii) if given by mail, five (5) days after such communication is deposited in the mail, certified or
registered with return receipt requested, addressed as aforesaid or (iv) if given by any other means, when
delivered at the addresses specified in this Article.
10.5 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.
10.6 Final Authority. The IDED shall have the authority to reasonably assess whether the
Recipient has complied with the terms of this Contract. Any IDED determinations with respect to
compliance with the provisions of this Contract shall be deemed to be final determinations pursuant to
Iowa Code Chapter 17A, Iowa Administrative Procedure Act.
10.7 Waivers. No waiver by IDED 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 IDED in
exercising any right or remedy hereunder shall operate as a waiver thereof. No single or partial exercise
of any right or remedy by IDED shall preclude future exercise thereof or the exercise of any other right
or remedy.
10.8 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.
10.9 Survival of Representations. All representations and warranties made herein or in any
other Contract document or in certificates given pursuant hereto or thereto shall survive the execution
and delivery of this Contract and the other Contract documents and shall continue in full force and effect
with respect to the date as of which they were made until all of Recipient's obligations or liabilities under
this Contract have been satisfied.
10.10 Severability of Provisions. Any provision of this Contract, which is unenforceable in
any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such unenforceability
without invalidating the remaining provisions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction. All rights, remedies and powers provided in this Contract or any
other Contract document may be exercised only to the extent that the exercise thereof does not violate
any applicable mandatory provisions of law, and all the provisions of this Contract and any other
Contract document are intended to be subject to all applicable mandatory provisions of law which may be
controlling and to be limited to the extent necessary so that they will not render this Contract or any other
Contract document invalid or unenforceable.
10.11 Successors and Assigns. This Contract shall be binding upon the Recipient and its
respective successors and assigns, and shall inure to the benefit of the IDED and the benefit of their
respective successors and assigns.
10.12 Nonassignment. This Contract shall not be assigned, in whole or in part, by Recipient
unless approved in writing by IDED.
10.13 Termination. This Contract can be terminated under each of the following
circumstances:
(a) Agreement of the Parties. Upon written agreement of the Recipient, the Community and
IDED.
Contract # 11- IVF/TC -010
- 29 - Fmt Approved 11/09
Contract # 11- IVF/TC -010
(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 IDED. As a result of the termination or reduction
of funding to IDED as provided in Article 4.3(c).
10.14 Documents Incorporated by Reference. The following documents are incorporated by
reference and considered an integral part of this Contract:
1. Exhibit A - Recipient's Financial Assistance Application (on file with IDED),
Application # 11- 130 -03 and 11- HQJP -02
2. Exhibit B - Description of the Project and Award Budget
3. Exhibit C - Job Obligations
4. Exhibit D - Promissory Note(s)
10.15 Order of Priority. In the case of any inconsistency or conflict between the specific
provisions of this document and the exhibits, the following order of priority shall control:
1. Article 1 - 10 of this Contract.
2. Exhibit A - Recipient's Financial Assistance Application (on file with IDED),
Application # 11- 130 -03 and 11- HQJP -02
3. Exhibit B - Description of the Project and Award Budget
4. Exhibit C - Job Obligations
5. Exhibit D - Promissory Note(s)
10.16 Integration. This Contract contains the entire understanding between the Recipient,
Community, and IDED relating to the Project and any representations that may have been made before or
after the signing of this Contract, which are not contained herein, are nonbinding, void and of no effect.
None of the Parties have relied on any such prior representation in entering into this Contract.
-This space intentionally left blank, signature page follows -
- 30 - Fmt Approved 11/09
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 (the "Contract
Effective Date ").
FOR IDED: FOR RECIPIENT:
BY: BY:
Bret L. Mills, Director
Date
FOR THE COMMUNITY:
BY:
Signature
Typed Name and Title
Date
Contract # 11- IVF/TC -010
Si: "ature
Edwi n R _ Pwpr, Jr_ , CFO
Typed Name and Title
2/17/11
Date
- 31 - Fmt Approved 11/09
LIST OF EXHIBITS
Exhibit A - Recipient's Financial Assistance Application (on file with IDED), Application #
11- 130 -03 and 11- HQJP -02
Exhibit B - Description of the Project and Award Budget
Exhibit C - Job Obligations
Exhibit D - Promissory Note(s)
Contract # 11- IVF/TC -010
- 32 - Fmt Approved 11/09
Exhibit A
Recipient' s Financial Assistance
Application (on file with IDED),
Application # 11-130-03 and 11-
HQJP-02
Exhibit B
Description of the Project and
Award Budget
Segewick Claims Management Services, Inc. will expand its operations and establish a new
location in Bellevue that would relocate some of their out -of -state operations into these locations. The
project involves land acquisition, building construction, acquisition of computer hardware and furniture
and fixture purchases.
403=
• included as capital investment if awarded tax credit program
SOURCE OF FUNDS
IDED Programs
130% Component
130% Component
HQJC program benefits
Sedgwick- Dubuque
Private Source
TOT
1 $152,200 benefit value
Source of Funds
TIF Rebate
Tax Abatement
260E Job Training
In -Kind Contributions
RISE
RED
Other: Working Capital
DESCRIPTION OF THE PROJECT AND AWARD BUDGET
(EXHIBIT B)
Name of Recipient: Sedqwick Claims Management Services, Inc.
Name of Community: City of Dubuque
Contract Number: 11- IVF/TC -010
Amount
PROJECT DESCRIPTION
AWARD BUDGET
Forgivable Loan
Loan
See Below
Cash/Equity
Cash
Other Funding
Total Amount
*Land Acquisition
*Site Preparation
*Building Acquisition
*Building Construction
*Building Remodeling
*Mfg Machinery and Equipment
Other Machinery and Equipment
Racking, Shelving, etc.
*Computer Hardware
Computer Software
*Furniture and Fixtures
Working Capital
Research and Development
Job Training
Other Expenses
USE OF FUNDS
Form/Term
Cost
Used as Match
Yes
Fmt Approved 11/09
Exhibit C
Job Obligations
This Project has been awarded benefits from the 130% Wage Component and the High Quality Jobs Program (HQJP). The charts below
outline the contractual job obligations related to this Project.
Data in the "Employment Base" column has been verified by the Department and reflects the employment characteristics of the facility
receiving funding before this award was made. Jobs to be retained as a part of this Project must be included in these calculations.
Data in the "Jobs To Be Created" column outlines the new full -time jobs (including their wage characteristics) that must be added to the
employment base and, if applicable, statewide employment base as a result of this award.
At the Project Completion Date and through the Maintenance Period Completion Date, the Business must achieve (at a minimum) the
numbers found in the "Total Job Obligations" column.
Total employment at project location
Average Wage of total employment at project location
Qualifying wage threshold requirement (per hr) $20.07
Sufficient Benefits Credit ( per hr) $2.00
Number of jobs at or above qualifying wage w /benefits 51
Average wage of jobs at or above qualifying wage $25.00
w /benefits
Notes re: Oualifving Wages
EXHIBIT C — JOB OBLIGATIONS
Recipient: Sedgwick Claims Management Services, Inc.
Community: City of Dubuque
Contract Number: 11- IVF/TC -010
214
$15.86
2. Bonus or commission payments are not included when calculating the Qualifying Wage rate.
320
95
1. If the Sufficient Benefits Credit was added to the base wage to meet program wage threshold eligibility
requirements, then any reduction in Sufficient Benefits Credit during the life of the Contract must be
compensated for with salary to ensure that the Qualifying Wage rates are met.
9
Exhibit D
Promissory Notes
EXHIBIT D — PROMISSORY NOTE
Recipient: Sedgwick Claims Management Services, Inc.
Community: City of Dubuque
Contract Number: 11- IVF/TC -010
(Loan)
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned promises to pay to the order of the IOWA
DEPARTMENT OF ECONOMIC DEVELOPMENT, at its office at 200 East Grand, Des Moines,
Iowa 50309, the sum of ONE HUNDRED FIFTY FIVE THOUSAND, FOUR HUNDRED FIFTY
DOLLARS ($155,450) with interest thereon at ZERO PERCENT (0%) to be paid as follows:
60 monthly payments of $2,590.83 beginning on the first day of the fourth month from the date
Award funds are disbursed. Final payment may vary depending upon dates payments are received.
Interest shall first be deducted from the payment and any balance shall be applied on principal.
Upon default in payment of any interest, or any installment of principal, the whole amount then unpaid
shall become immediately due and payable at the option of the holder.
The undersigned, in case of suit on this note, agrees to pay on demand all costs of collection,
maintenance of collateral, legal expenses, and attorneys' fees incurred or paid by the holder in
collecting and/or enforcing this Note on default.
This note shall be secured by the Security specified in the Contract.
Makers, endorsers and sureties waive demand of payment, notice of non - payment, protest and notice.
Sureties, endorsers and guarantors agree to all of the provisions of this note, and consent that the time
or times of payment of all or any part hereof may be extended after maturity, from time to time,
without notice.
By:
Address: 1100 Ridgeway Loop Road, Ste. 200
Memphis, TN 38102
Date:
Sedgwick Claims Management Services, Inc.
Edwin B. ewer, Jr., CFO
Print or Type Name, Title
2/17/11