Green Industrial Supply, Inc_Iowa Values FundsMasterpiece on the Mississippi
Dubuque
kard
All-America City
'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 Green Industrial
Supply, Inc.
DATE: November 28, 2011
Economic Development Director Dave Heiar recommends City Council approval a
resolution authorizing a contract with the Iowa Economic Development Authority (IEDA)
for Iowa Values Funds (IVF) Financial Assistance benefits on behalf of Green Industrial
Supply, Inc.
Green Industrial Supply, Inc. will be constructing a 140,000 square foot
office /distribution and light manufacturing facility in the Dubuque Industrial Center West.
Green Industrial Supply, Inc. and Green Industrial Properties, LLC committed to retain
41 full -time positions and create 17 new jobs within two years and will invest
approximately $11,365,000 in the project.
The IVF provides Green Industrial Supply, Inc. with a $40,000 Forgivable Loan, a
$40,000 zero interest loan and $704,800 of tax incentives.
City assistance as public match for the IVF benefits is required. The benefit to Green
Industrial Supply, Inc. is estimated at $1,770,000, consisting of a 10 year TIF rebate.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
k:-101145
Michael C. Van Milligen
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
David Heiar, Economic Development Director
Rick Dickinson, Executive Director & COO, Greater Dubuque Development
Corporation
Dan McDonald, Vice President of Existing Business, Greater Dubuque
Development Corporation
Mark Seckman, Vice President of National Marketing, Greater Dubuque
Development Corporation
2
Masterpiece on the Mississippi
Dubuque
kill:LI
All- America City
'1111'
2007
TO: Michael Van Milligen, City Manager
FROM: David Heiar, Economic Development Director
SUBJECT: State of Iowa Direct Financial Assistance Contract for Green Industrial
Supply, Inc.
DATE: November 23, 2011
INTRODUCTION
This memorandum presents for City Council review and approval a resolution authorizing a
contract with the Iowa Economic Development Authority (IEDA) for Iowa Values Funds
(IVF) Financial Assistance benefits on behalf of Green Industrial Supply, Inc. The Master
Contract is attached.
BACKGROUND
Green Industrial Supply, Inc. will be constructing a 140,000 square foot
office /distribution and light manufacturing facility in the Dubuque Industrial Center West.
The site is on Innovation Drive across the street from IWI Motor Parts.
City staff worked with the Greater Dubuque Development Corporation, Green Industrial
Supply, Inc. and Green Industrial Properties, LLC on an expansion plan for their current
business located at 10467 Hwy 52 N. They have committed to retaining the current 41
full time positions, and adding at least 17 new jobs at the new facility.
Green Industrial Supply, Inc. is a local company that began in 1998 with 7 employees.
The company supplies parts and does light assembly for John Deere and its
subsidiaries in domestic and global locations. The company now has 41 employees
and anticipates the need for additional employees and space to accommodate the
expanded services they provide to John Deere. Green Industrial Supply is classified as
a home office of a multistate business.
On August 15, the City Council approved a Development Agreement, which established the
terms of the sale of the property to Green Industrial Supply, Inc.
In August 2011, the City Council authorized submittal of an application to IEDA 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 18,
2011. This contract formalizes that award.
The IVF benefits provide financial assistance to enable the company's expansion. 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 Green Industrial
Supply, Inc., to provide 10 years of TIF as the local match.
DISCUSSION
Green Industrial Supply, Inc. and Green Industrial Properties, LLC committed to retain
41 full -time positions and create 17 new jobs within two years and will invest
approximately $11,365,000 in the project.
The IVF provides Green Industrial Supply, Inc. with a $40,000 Forgivable Loan, a $40,000
zero interest loan and $704,800 of tax incentives.
City assistance as public match for the IVF benefits is required. The benefit to Green Industrial
Supply, Inc. is estimated at $1,770,000, consisting of a 10 year TIF rebate. Jobs created will
bolster economic development and the City will receive economic benefits from the created
jobs.
RECOMMENDATION
I recommend that the City Council approve the financial assistance contract for Green
Industrial Supply, 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 \Econ Dev \Green Industrial \IDED\20111123_IEDA Contract Approval Council memo doc
RESOLUTION NO. 397 -11
RESOLUTION APPROVING AN IOWA VALUES FUND FINANCIAL ASSISTANCE
CONTRACT BY AND AMONG THE IOWA DEPARTMENT OF ECONOMIC
DEVELOPMENT, THE CITY OF DUBUQUE AND GREEN INDUSTRIAL SUPPLY, INC.
Whereas, Green Industrial Supply, Inc. application was approved by the Iowa
Department of Economic Development on August 18, 2011; and
Whereas, the Iowa Economic Development Authority has prepared and
submitted for City Council approval a contract relating to Iowa Values Fund Financial
Assistance benefits for Green Industrial Supply, 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 Economic Development Authority Iowa Values Fund
Financial Assistance contract, Number 12- IVF/TC -011, 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
Economic Development Authority for their approval.
Passed, approved, and adopted this 5th day of D ember, 2011.
Attest:
r / i
Kevi Firnstahl, City Clerk
Roy D. ol, Mayor
F: \USERS \Econ Dev \Green Industrial \IDED\20111123 Resolution Approv IVF Contract IDED.doc
ECONOMIC DEVELOPMENT
FINANCIAL ASSISTANCE CONTRACT
BY
GREEN INDUSTRIAL SUPPLY, INC.,
THE CITY OF DUBUQUE,
AND THE
IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT
CONTRACT NUMBER: 12- IVF /TC -011
TABLE OF CONTENTS
ARTICLE 1: CONTRACT DURATION
ARTICLE 2: DEFINITIONS
ARTICLE 3: AWARD TERMS
ARTICLE 4: CONDITIONS TO DISBURSEMENT OF FUNDS AND ISSUANCE OF TAX
CREDIT NUMBER; DISBURSEMENT TERMS
ARTICLE 5: SECURITY REQUIREMENTS
ARTICLE 6: REPRESENTATIONS AND WARRANTIES
ARTICLE 7: COVENANTS OF THE RECIPIENT
ARTICLE 8: COVENANTS OF THE COMMUNITY
ARTICLE 9: EVENTS OF DEFAULT; NOTICE AND OPPORTUNITY TO CURE; AND
REMEDIES AVAILABLE TO IDED
ARTICLE 10: MISCELLANEOUS
CONTRACT EXHIBITS
Exhibit A -
Exhibit B -2
Exhibit B -3
Exhibit C -
Exhibit D -
Exhibit E -
Exhibit F -
Recipient's Financial Assistance Application (on file with IDED), Application #
12- 130 -03 and 12- HQJP -08
High Quality Jobs Program Special Conditions
Grow Iowa Values Fund 130% Wage Component Special Conditions
Description of the Project and Award Budget
Job Obligations
Personal Guarantees from Patrick Green and Mary Sue Green
Promissory Notes
Contract # 12- IVF/rC -011 - 2 -
Fmt Approved 12/10
Economic Development
Financial Assistance Contract
RECIPIENT: GREEN INDUSTRIAL SUPPLY, INC.
COMMUNITY: CITY OF DUBUQUE
CONTRACT NUMBER: 12- IVF/TC -011
AWARD DATE: AUGUST 18, 2011
AWARD AMT. — CASH $80,000
AWARD AMT. — TAX BENEFITS $704,800
This ECONOMIC DEVELOPMENT FINANCIAL ASSISTANCE CONTRACT (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, and Green Industrial Supply, Inc. (Recipient), 10467
Highway 52 N, Dubuque, IA 52001 and the City of Dubuque (Community), City Hall, 50 West 13th
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 C, 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 (collectively, the
Award), all of which are subject to the terms and conditions set forth herein; and
NOW THEREFORE, in consideration of the mutual promises contained herein and intending to
be legally bound, the Recipient, the Community and IDED agree to the following terms:
Contract # 12- IVF/TC -011 - 3 -
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ARTICLE l: CONTRACT DURATION
This Contract shall be in effect on the Contract Effective Date and shall remain in effect until after
completion of each of the following:
(a) Through Project Period Completion Date. Through the Project Period Completion Date and for a
reasonable period of time after Project Period Completion Date during which IDED will conduct Project
closeout procedures to verify that the Project was completed in compliance with Contact requirements.
(b) Through Maintenance Period Completion Date and Contract Closeout. Through the Maintenance
Period Completion Date and for a reasonable period of time after Maintenance Period Completion Date
during which IDED will conduct closeout procedures to verify that the Project was maintained in
compliance with Contract requirements.
(c) Repayment or payment Obligation. Until all outstanding amounts due to IDED, if any, are
received by IDED or all outstanding obligations to IDED are satisfied 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 stated in the written Notice of Final Contract Closeout; such date shall be the Contract End
Date.
ARTICLE 2: DEFINITIONS
The following terms apply to this Contract:
"Award" means the sum of any and all assistance provided by IDED for the Project under 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 as direct financial
assistance, including loans.
"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, 1-,1E Jobs the Recipient will add over and
above the Recipient's Employment Base.
"Forgivable Loan" means a form of an award made by 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 the employment of one person for 8 hours per day for a 5 -day,
40 -hour workweek for 52 weeks per year, including paid holidays, vacations and other paid leave; or the
number of hours or days per week, including paid holidays, vacations and other paid leave, currently
established by schedule, custom, or otherwise, as constituting a week of full -time work for the kind of service
an individual performs for an employing unit, whichever is appropriate and identified in Exhibit D, Job
Obligations.
Contract # 12- IVF/TC -011 - 4 -
Fmt Approved 12/10
"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 D, 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 C - Description of the Project and Award Budget.
"Project Completion Date" (sometimes referred to as the "Project Period Completion Date ") means
the date 3 years from the Award Date by which the Recipient must complete the Project.
"Project Period Completion" means the period of time between Award Date and the Project
Completion Date.
"Qualifying Jobs" are those Created or Retained Jobs that meet or exceed the Qualifying Wage
Threshold Requirement established to qualify for program funding for the programs providing assistance
to this Project.
"Qualifying Wage Threshold" means the county wage or the regional wage, whichever is lower, as
calculated by IDED 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 D, Job Obligations.
"Recipient's Employment Base" means the number of jobs as stated in Exhibit D, Job Obligations
that the Recipient and IDED have established as the job base for this Project. The number of jobs the
Recipient has pledged to create shall be in addition to the Recipient's Employment Base.
"Retained Job" means an existing job that meets the Qualifying Wage Threshold Requirements and
would be eliminated or moved to another state if the Project did not proceed in Iowa.
"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 HE 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),
Contract # 12- IVF/rC -011 - 5 -
FnuApproved 12/10
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 D, 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.
"Total Project Cost" means the cost incurred by the Recipient to complete the Project as described in
Exhibit C.
ARTICLE 3: AWARD 'TERMS
3.1 Total Award Amount. The IDED Board has approved an Award to the Community and
Recipient from the funding sources and in the maximum amounts shown below:
DIRECT FINANCIAL ASSISTANCE
FORM
MAXIMUM
AMOUNT
IVF 130 % Qualifying Wage Component
Loan
Forgivable Loan
$ 40,000
$ 40,000
TOTAL CASH ASSISTANCE:
$ 80,000
TAX INCENTIVES
High Quality Jobs Program
Tax Incentives
$ 704,800
TOTAL STATE TAX INCENTIVES:
$ 704,800
3.2 Terms and Conditions of Award. The terms and conditions of the Award shall be as described
in this Contract and the following incorporated exhibit(s):
Exhibit B -2
Exhibit B -3
High Quality Jobs Program Special Conditions
Grow Iowa Values Fund 130% Wage Component Special Conditions
ARTICLE 4: CONDITIONS TO AWARD; DISBURSEMENT AND ISSUANCE TERMS
4.1 Direct State Financial Assistance — Disbursements of Award Funds.
(a) Conditions to Disbursement. The obligation of 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.
Contract # 12- IVF/TC -011 - 6 -
Fntt Approved 12/10
(c) Documents Submitted. Funds will not be disbursed until IDED has received the documents
described in section 4.3 below as well as the following additional documents, properly executed and
completed, and approved by IDED as to form and substance:
1. Security Documents. The fully executed Security Documents required in Article 5.
2. Promissory Note(s). The Promissory Note(s) required and described in the exhibit(s).
3. 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.
(d) Prior Costs. No expenditures made prior to the Award Date may be included as Project costs. No
funds will be disbursed for expenditures prior to the Award Date.
(e) Cost Variation. In the event that the actual cost of the Project is less than the Total Project Cost
specified in Exhibit B, the Award Funds specified in Article 3.1 shall be reduced at the same ratio as the
reduction in the actual cost of the Project bears to the Total Project Cost specified in Exhibit B. Any
funds previously disbursed by IDED in excess of the reduced direct financial assistance to be provided by
IDED shall be returned to IDED immediately upon Recipient's receipt of a written request for repayment.
(f) Investment of Award Funds.
1. In the event that the Award Funds are not immediately utilized, temporarily idle Award Funds
held by the Recipient may be invested provided such investments shall be in accordance with State law,
including but not limited to the provisions of Iowa Code chapter 12C concerning the deposit of public
funds. Interest accrued on temporarily idle Award Funds held by the Recipient shall be credited to and
expended on the Project prior to the expenditure of other Award Funds.
2. All proceeds remaining, including accrued interest, after all allowable Project costs have been
paid or obligated shall be returned to 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 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 Number.
(a) Tax Credit Number- Required to Claim Benefits. Recipient shall not claim the Tax Benefits
described in Article 3 until IDED has issued a tax credit number for this Project and Recipient has
undertaken the activities described in this Contract and the applicable law to be eligible for such Tax
Benefits.
(b) Issuance of Tax Credit Number. Upon satisfaction of the conditions described in herein, IDED
will issue a tax credit number to the Recipient for this Project. The tax credit number shall be used in
preparing any claims for Tax Benefits
(c) Conditions to Issuance of Tax Credit Number. The obligation of IDED to issue a tax credit
number shall be subject to the conditions precedent described in Article 4.
(d) Documents Submitted. IDED shall have received the documents described in section 4.3, properly
executed and completed, and approved by IDED as to form and substance, prior to issuing any tax credit
number.
Contract # 12- IVF/TC -011 - 7
Fmt Approved 12/10
4.3 Documents required.
(a) Contract. Fully executed Contract.
(b) Incorporation Documents. Copies of the Articles of Incorporation or the Articles of
Organization, whichever is appropriate, of the Recipient, certified in each instance by its secretary or
assistant secretary.
(c) Certificate of Existence; Certificate of Authority. A certificate of existence for the Recipient from
the State of incorporation or organization, whichever is appropriate, and a certificate of authority
authorizing the Recipient to conduct business in the state of Iowa, if it is not organized or incorporated in
Iowa.
(d) Results of Lien and Tax Search and Documentation of Satisfactory Credit History. Financing
statement, tax and judgment lien search results, in the Recipient's state of incorporation or organization,
against the Recipient and/or the property serving as the Recipient's security under this Contract, and
documentation of satisfactory credit history of the Recipient and guarantors, as applicable, with no
judgments or unsatisfied liens or similar adverse credit actions.
(e) Other Required Documents. IDED shall have received such other contracts, instruments,
documents, certificates and opinions as IDED may reasonably request.
(f) 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.
(g) 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
(h) 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 and may include agreements and resolutions to that effect.
(i) State Building Code Bureau Approval. If any part of the Award proceeds will be used for the
construction of new buildings, 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:
1. The building or structure is located in a governmental subdivision which has not adopted a
local building code; or
2. The building or structure is located in a governmental subdivision which has adopted a
building code, but the building code is not enforced.
4.4 Suspension, Reduction or Delay of Award. Any one or more of the following shall be grounds for
Contract # 12- IVF/TC -011 - 8 -
Fmt Approved 12/10
IDED to suspend, delay or reduce the amount of disbursement of Award Funds or delay the issuance of a
tax credit number or receipt of other Tax Benefits:
(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 the payment or issuance of the Award 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 finding /programs. Any termination, reduction,
or delay of funds or tax benefits available due, in whole or in part, to (i) lack of, reduction in, 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 or issuance 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, shall be
incorporated as Exhibit E of this Contract, and shall remain in effect through the Contract Effective Date:
• Personal Guarantees from Patrick Green and Mary Sue Green
(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.
(d) Annual Updated Financials from Guarantor(s) Required. If the form of security required as
described in paragraph (a) above is a guarantee, the Recipient shall annually provide IDED with current
financial statements from the guarantor(s) identified in paragraph "a" above. For purposes of this
paragraph, "financial statements" includes but is not limited to profit and loss statement and balance
sheet; schedule of aged accounts receivable; schedule of aged accounts payable; and schedule of other
debts. These financial statements shall be submitted by Recipient in connection with the Annual Project
Status Report required in Article 7.5(b). Updated financial statements may be requested by IDED more
frequently than annually if IDED has reason to believe that there has been an adverse change in the
financial condition of the guarantor(s). In which case, Recipient shall promptly submit the requested
updated financial statements.
5.2 Security for Tax Benefits Awarded. The Recipient shall not be required to secure any portion
of the Award that would be in the form of tax credits, if tax credits are awarded pursuant to this Contract.
Contract # 12- IVF/TC -011 - 9 -
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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 or organization, whichever is appropriate, and is authorized to
conduct business in the state of Iowa. The Recipient has full and adequate power to own its property and
conduct its business as now conducted, and is duly licensed or qualified and in good standing in each
jurisdiction in which the nature of the business conducted by it or the nature of the property owned or
leased by it requires such licensing or qualifying, except where the failure to so qualify would not have a
material adverse effect on the Recipient's ability to perform its obligations hereunder.
(b) Authority and Validity of Obligations. The Recipient has full right and authority to enter into this
Contract. The person signing this Contract has full authority on behalf of Recipient to execute this
Contract and issue, execute or otherwise secure or deliver any documents or obligations required under
this Contract on behalf of the Recipient; and to perform, or cause to be performed, each and all of the
obligations under the Contract.
The Contract delivered by the Recipient has been duly authorized, executed and delivered by the
Recipient and constitute the valid and binding obligations of the Recipient and is enforceable against it in
accordance with its terms. This Contract and related documents do not contravene any provision of law
or any judgment, injunction, order, or decree binding upon the Recipient or any provision of the corporate
governance documents of the Recipient, nor does this Contract contravene or constitute a default under
any covenant, indenture or contract of or effecting the Recipient or any of its properties.
(c) Subsidiaries. The Recipient has no Subsidiaries involved with the Project on the Contract
Effective Date.
(d) Financial Reports. The balance sheet of the Recipient furnished to IDED fairly presents its
financial condition as at said date in conformity with Generally Accepted Accounting Principles (GAAP)
applied on a consistent basis. The Recipient has no contingent liabilities which are material to it, other
than as indicated on such financial statements or, with respect to future periods, on the financial
statements furnished to IDED.
(e) No Material Adverse Change. Since the Award Date, there has been no change or the Recipient
foresees no change in the condition (financial or otherwise) of the Recipient or the prospects of the
Recipient, except those occurring in the ordinary course of Recipient, none of which individually or in the
aggregate have been materially adverse. To the knowledge of the Recipient, there has been no material
adverse change in the condition of the Recipient (financial or otherwise) or the prospects of the Recipient.
(f) 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.
(g) Trademarks, Franchises and Licenses. The Recipient owns, possesses, or has the right to use all
necessary patents, licenses, franchises, trademarks, trade names, trade styles, copyrights, trade secrets,
knowhow and confidential commercial and proprietary information to conduct its business as now
conducted, without known conflict with any patent, license, franchise, trademark, trade name, trade style,
copyright or other proprietary right of any other Person. As used in this Contract, "Person" means an
individual, partnership, corporation, association, trust, unincorporated organization or any other entity or
Contract # 12- IVF/TC -011 - 10 -
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organization, including a government or agency or political subdivision thereof.
(h) Governmental Authority and Licensing. The Recipient has received all licenses, permits, and
approvals of all Federal, state, local, and foreign governmental authorities, if any, necessary to conduct its
business, in each case where the failure to obtain or maintain the same could reasonably be expected to
have a material adverse effect. No investigation or proceeding which, if adversely determined, could
reasonably be expected to result in revocation or denial of any material license, permit, or approval is
pending or, to the knowledge of the Recipient threatened.
(i) Litigation and Other Controversies. There is no litigation or governmental proceeding pending,
nor to the knowledge of the Recipient threatened, against the Recipient which if adversely determined
would result in any material adverse change in the financial condition, properties, business or operations
of the Recipient, nor is the Recipient aware of any existing basis for any such litigation or governmental
proceeding.
(j) Good Title. The Recipient has good and defensible title to (or valid leasehold interests in) all of
its property involved with the Project (including, without limitation, the Secured Property if real property
is a security for this Contract) reflected on the most recent balance sheets furnished to the IDED (except
for sales of assets in the ordinary course of business).
(k) Taxes. All tax returns required to be filed by the Recipient in any jurisdiction have, in fact, been
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.
(1) Other Contracts. The Recipient is not in default under the terms or any covenant, indenture or
contract of or affecting either the Recipient's business or any of its properties, which default, if uncured,
would have a material adverse effect on its financial condition, properties, business or operations.
(m) No Event of Default. No Event of Default, as defined in Article 9, has occurred or is continuing.
(n) Compliance with Laws. The Recipient is in compliance with the requirements of all federal,
state and local laws, rules and regulations applicable to or pertaining to the business operations of the
Recipient and laws and regulations establishing quality criteria and standards for air, water, land and toxic
or hazardous wastes or substances, non - compliance with which could have a material adverse effect on
the financial condition, properties, business or operations of the Recipient. The Recipient has not
received notice 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.
(o) Effective Date of Representations and Warranties. The warranties and representations of this
Article are made as of the Contract Effective Date and shall be deemed to be renewed and restated by the
Recipient at the time each request for disbursement of Award Funds is submitted to IDED or each time
Tax Benefits are claimed by the Recipient.
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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 is enforceable
against it in accordance with its terms. This Contract and related documents do not contravene any
provision of law or any judgment, injunction, order or decree binding upon the Community, contravene or
constitute a default under any covenant, indenture or contract of or effecting the Community or any of its
properties.
(b) Local Commitment. The Community represents that there are legally enforceable commitments in
place for the Community local commitment identified for the Project in Exhibit C - Description of the
Project and Award Budget.
(c) No Material Adverse Change. Since the Award Date, there has been no material adverse change
in the Community's ability to perform its obligations under this Contract.
(d) Full Disclosure; Community's Financial Assistance Application. The statements and other
information furnished to the IDED by the Community in its Financial Assistance Application and in
connection with the negotiation of this Contract do not contain any untrue statements of a material fact or
omit a material fact necessary to make the material statements contained herein or therein not misleading.
The 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 Event of Default. No Event of Default by the Community, as defined in Article 9, has
occurred or is continuing.
(h) Compliance with Laws. The Community is in compliance with the requirements of all federal,
state and local laws, rules and regulations applicable to or pertaining to the operations of the Community
and laws and regulations establishing quality criteria and standards for air, water, land and toxic or
hazardous wastes or substances, non - compliance with which could have a material adverse effect on the
financial condition, properties, business or operations of the Community. 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
Contract # 12- IVF/TC -011 - 12 -
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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.
ARTICLE 7: COVENANTS OF THE RECIPIENT
For the duration of this Contract, the Recipient covenants to IDED as follows:
7.1 Project Performance Obligations.
(a) Use Award Funds only for Project. The Recipient shall use the Award Funds only for the Project
and for the activities described in Exhibit C - Description of the Project and Award Budget and this
Contract. Use of the Award Funds shall conform to the Budget for the Project as detailed in Exhibit C -
Description of the Project and Award Budget. The Recipient represents that there are legally enforceable
commitments in place from the funding sources identified for the Project in Exhibit C - Description of the
Project and 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 period shown below:
COMPLIANCE
MEASUREMENT
POINT
COMPLIANCE
MEASUREMENT
POINT
Award
Date
Project
Completion
Period
Project
Completion 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 stated
assistance to the
At this point, IDED
Completion
At this point, IDED
in IDED's written
Recipient for the
will review the
Date. The
will review the Project
Notice of Final
Project.
Project to verify
Project must be
to verify that it was
Contract Closeout
compliance with
maintained 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.
(d) Complete Project by Project Completion Date. By the Project Completion Date, Recipient shall
complete the Project, make the total investment it pledged for the Project and in accordance with the
Award Budget as detailed in Exhibit C - Description of the Project and Award Budget, and comply with
all other performance requirements described in this Contract.
Contract # 12- IVF/TC -011
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(e) Total Project Costs. By the Project Completion Date, Recipient shall have completed the Project
with a Total Project Cost as detailed in Exhibit C - Description of the Project and Award Budget.
(f) Maintain Project through Maintenance Period Completion Date. Recipient shall maintain the
Project through the Maintenance Period Completion Date.
(g) Maintain Project in Iowa During Contract Period. The Recipient shall at all times preserve and
maintain its existence as a corporation in good standing and maintain the Project in Iowa. The Recipient
will preserve and keep in force and 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 the state of Iowa
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 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.
(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. If Security is required pursuant to Article 5 of this Contract, 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 Secured Property
for this Project.
2. Place or permit any restrictions, covenants or any similar limitations on the Secured Property
or in the Security Documents for the Project.
3. Remove from the Project site or the State all or substantially all of the Secured Property.
4. Create, incur or permit to exist any lien of any kind on the Secured Property.
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7.4 Recipient 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 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:
Report
Due Date
Annual Project Status Report
July 31' 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.
End of Maintenance Period Report
Within 30 days of the end of the Job
Maintenance Period Completion Date
The End of Maintenance Period Report will
collect information from the Recipient's
continued maintenance of the Project.
(c) Additional Reports, Financial Statements 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
Contract # 12- IVF/TC -011 - 15 - Fmt Approved 12/10
requirements of all applicable federal, state and local laws, rules, regulations and orders.
(b) Environmental laws. Recipient shall comply in all material respects with all applicable
environmental, hazardous waste or substance, toxic substance and underground storage laws and
regulations, and the Recipient shall obtain any permits or, licenses and shall acquire or construct any
buildings, improvements, fixtures, equipment or its property required by reason of any applicable
environmental, hazardous waste or substance, toxic substance or underground storage laws or regulations.
(c) Nondiscrimination laws. Recipient shall comply in all material respects with all applicable
federal, state, and local laws, rules, ordinances, regulations and orders applicable to the prevention of
discrimination in employment, including the administrative rules of the Iowa Department of Management
and the Iowa Civil Rights Commission which pertain to equal employment opportunity and affirmative
action.
(d) Worker rights and safety. The Recipient shall comply in all material respects with all applicable
federal, state and local laws, rules, ordinances, regulations and orders applicable to worker rights and
worker safety.
(e) Immigration laws. Recipient shall only employ individuals legally authorized to work in this
state. In addition to any and all other applicable penalties provided by current law, all or a portion of the
Award is subject to recapture by IDED if Recipient is found to employ individuals not legally authorized
to work in the state of Iowa.
(f) Compliance with IDED's Administrative Rides. 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).
7.8 Maintenance and Retention of Records.
(a) Maintain Accounting Records. The Recipient is required to maintain its books, records and all
other evidence pertaining to this Contract in accordance with GAAP and such other procedures specified
by 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
Contract # 12- IVF/TC -011 - 16 -
Fmt Approved 12/10
Iowa; (iv) the Attorney General of the State of Iowa; and (v) the Iowa Division of Criminal Investigations
and any other applicable law enforcement agencies.
(c) Records Retention Period. Recipient shall retain the records for a period of three (3) years from
the Contract End Date, unless the records are the subject of an audit, investigation, or administrative or
legal proceeding. In those instances, the records shall be retained until the audit, investigation or
proceeding has been resolved.
7.9 Required Notices from Recipient to 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 and when the outcome of such discussion is likely to result in an adverse impact
to the Project. 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. In any event, the Recipient shall notify IDED
immediately after and shall immediately provide IDED with copies of the minutes of any meeting at
which the Project is discussed and the outcome of such discussion is likely to result in an adverse impact
to the Project.
(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 Repayment of Unallowable Costs. Recipient shall repay any Award received or realized that is
determined by IDED, its auditors, agents or designees, the Auditor of the State of Iowa, or similar
authorized governmental entity to be unallowable under the terms of this Contract.
ARTICLE 8: COVENANTS OF THE COMMUNITY
Contract # 12- IVF/I'C -011 - 17 -
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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 C, 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: DEFAULTS AND REMEDIES
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 other payment
required by this Contract; or
2. Noncompliance with Covenants. Default in the observance or performance of any covenant
set forth in Article 7, for more than five (5) business days; or
3. Noncompliance with Security Documents. Default in the observance or performance of any
term of any Security Document if required in Article 5 beyond any applicable grace period set forth
therein; or
4. Noncompliance with Contract. Default in the observance or performance of any other
provision of this Contract; or
5. Material Misrepresentation. Any representation or warranty made by the Recipient in this
Contract or in any statement or certificate furnished by it pursuant to this Contract, or made in Exhibit A,
Recipient's Financial Assistance Application, or in connection with any of the above, proves untrue in
any material respect as of the date of the issuance or making thereof; or
6. Security Deficiencies. Any of the Security Documents that represent the Security pledged by
Recipient to secure this Contract shall for any reason fail to create a valid and perfected priority security
interest in favor of the IDED; or
7. Judgment. Any judgment or judgments, writ or writs or warrant or warrants of attachment,
or any similar process or processes entered or filed against the Recipient or against any of its property and
remains unvacated, unbonded or unstayed for a period of 30 days which materially and adversely affects
Recipient's ability to perform its obligations under this Contract; or
8. Adverse Change in Financial Condition. Any change 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
Contract # 12- IVF1TC -011 - 18 -
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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 of Iowa; or
14. Hiring workers not authorized to work in state. The Recipient fails to only employ
individuals legally authorized to work in the state of Iowa. If Recipient is found to knowingly employ
individuals not legally authorized to work in the state of Iowa then, in addition to any and all other
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 of time, which shall not be fewer than thirty (30) days from the date of the Notice of Default, in
which the Recipient shall have an opportunity to cure, provided that cure is possible and feasible.
(c) 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.
2. Suspend or reduce pending and future disbursements.
3. Declare the principal and any accrued interest on any outstanding Promissory Notes issued
pursuant to this Contract to be forthwith due and payable, including both principal and interest and all
fees, charges and other amounts payable under this Contract shall be and become immediately due and
Contract # 12- IVFfTC -011 - 19 -
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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 of the value of Tax Benefits received.
(d) Pro Rata Repayment Permitted in Certain Circumstances. Barring any other Event of Default, if
the default is due solely to one of the following circumstances, IDED will permit pro rata repayment of
the direct financial assistance received:
1. Failure to Meet Job Obligations by Project Completion Date. If the Recipient does not meet
its Job Obligations as detailed in Exhibit D, Job Obligations, by the Project Completion Date, Recipient
shall repay a portion of the direct financial assistance received. The amount to be repaid is calculated
based on the number of jobs that are at or above the Qualifying Wage Threshold Requirement.
Repayment of any amounts due will be at the rate of $3,636.36 per unfilled job. This per job rate is
calculated as follows: $40,000 Forgivable Loan Award Amount divided by 11 jobs to be created.
For example, if the Recipient is short by 10 jobs the amount to be repaid is $3,636.36 per job
multiplied by 10, for a total due of $36,363.60. Penalty interest shall apply as described in paragraph
9.1(e).
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 C, Description of Project and Award Budget, by
the Project Completion Date Recipient shall repay a portion of the direct financial assistance received.
For example, if the Recipient's required Total Project Cost is 10% less than pledged, 10% of the Award
amount received must be repaid (plus 6% interest calculated from the date of first disbursement of Award
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 investment of the Recipient of less
than the Total Project Cost. The higher of these two amounts shall be the amount Recipient shall repay to
IDED.
(e) Default Interest Rate. If an Event of Default occurs and remains uncured, a default interest rate of
6% shall apply to repayment of amounts due under this Contract. The default interest rate shall accrue
from the first date Award Funds are disbursed or Tax Benefits are received.
(f) 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 # 12- IVF/TC -011 - 20 -
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Contract and repayment by Community of all or a portion of the pledged local match, plus applicable
default interest and costs.
(a) Events of Default. Any one or more of the following shall constitute an "Event of Default by
Community" under this Contract:
1. Noncompliance with Covenants. Default in the observance or performance of any covenants
of the Community set forth in Article 8, for more than five (5) business days; or
2. Material Misrepresentation. Any representation or warranty made by the Community in this
Contract or in any statement or certificate furnished by it pursuant to this Contract, or made by
Community in Exhibit A, Recipient's Financial Assistance Application, or in connection with any of the
above, proves untrue in any material respect as of the date of the issuance or making thereof; 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 or Tax Benefits are received.
(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 and IDED.
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.
Contract # 12- IVF/TC -011 - 21 -
Fmt Approved 12/10
(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 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 all the
parties. Examples of situations requiring an amendment include, but are not limited to, time extensions,
budget revisions, and significant alterations of existing activities or beneficiaries.
(b) 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:
To the Recipient at:
Green Industrial Supply, Inc.
Patrick Green, Vice President
10467 Highway 52 N
Dubuque, IA 52001
E -mail: pgreen @grnind.com
Telephone: 563.557.5184
Facsimile. 563.584.1886
To the IDED at:
Iowa Department of Economic Development
Compliance
200 East Grand Avenue
Des Moines, Iowa 50309
Attention: Business Development - Compliance
E -mail: Compliance @iowa.gov
Telephone: 515.725.3000
Facsimile: 515.725.3010
To the Community at:
City of Dubuque
David Heiar
City Hall
50 West 13th Street
Dubuque, IA 52001
Contract # 12- IVF/TC -011 - 22 -
Fmt Approved 12/10
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 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:
Contract # 12- IVF/TC -0 1 1 - 23 -
Fnu Approved 12/10
(a) Agreement of the Parties. Upon written agreement of the Recipient, the Community and IDED.
(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 finding to IDED. As a result of the termination or reduction of
funding to IDED as provided in Article 4.4(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 # 12- 130 -03 and 12- HQJP -08
2. Exhibit B -2 High- Quality Jobs Program Special Conditions
3. Exhibit B -3 Grow Iowa Values Fund 130% Wage Component Special Conditions
4. Exhibit C - Description of the Project and Award Budget
5. Exhibit D - Job Obligations
6. Exhibit E- Personal Guarantees from Patrick Green and Mary Sue Green
7. Exhibit F - 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 # 12- 130 -03 and 12- HQJP -08
3. Exhibit B -2 High- Quality Jobs Program Special Conditions
4. Exhibit B -3 Grow Iowa Values Fund 130% Wage Component Special Conditions
5. Exhibit C - Description of the Project and Award Budget
6. Exhibit D - Job Obligations
7. Exhibit E - Personal Guarantees from Patrick Green and Mary Sue Green
8. Exhibit F - Promissory Note(s)
10.16 Integration. This Contract contains the entire understanding between the Parties relating to the
Project and any representations that may have been made before or after the signing of this Contract,
which are not contained herein, are nonbinding, void and of no effect. None of the Parties have relied on
any such prior representation in entering into this Contract.
-This space intentionally left blank, signature page follows -
Contract # 12- IVF/TC -011 - 24 -
Fmt Approved 12/10
IN WITNESS WHEREOF in consideration of the mutual covenants set forth above and for other
good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby
acknowledged, the parties have entered into this Contract and have caused their duly authorized
representatives to execute this Contract, effective as of the latest date stated below (Contract Effective
Date).
FOR IDED: FOR RECIPIENT:
BY:
Deborah V. Durham, Director
Date
FOR THE .' OMMUNITY:
BY:
Signature
Roy D. :.ol, MayQr
0 Li
Typed Name and Title
12/5/11
Date
Contract # 12- IVF/TC -011 - 25 -
Ji(Lie .8440A-)
6(en
Typd Name and Title
/ /- ,J,Q-//
Date
Fnzl Approved 12/10
LIST OF EXHIBITS
Exhibit A - Recipient's Financial Assistance Application (on file with IDED), Application # 12-
130-03 and 12- HQJP -08
Exhibit B -2 High Quality Jobs Program Special Conditions
Exhibit B -3 Grow Iowa Values Fund 130% Wage Component Special Conditions
Exhibit C - Description of the Project and Award Budget
Exhibit D - Job Obligations
Exhibit E - Personal Guarantees from Patrick Green and Mary Sue Green
Exhibit F - Promissory Note(s)
Contract # 12- IVF/TC -011 - 26 -
Fmt Approved 12/10
EXHIBIT B — 2
High Quality Jobs Program
Special Conditions to Contract # 12- IVF/TC -011
The following additional terms shall apply to the Contract:
SECTION 1: ADDITIONAL DEFINITIONS.
The following additional terms are defined in this Contract as follows:
"Capital Investment" means the investment spent on depreciable assets. The minimum Capital
Investment required for this Project is as stated in Section 2 of this Exhibit. The allowable categories of
expenditures for purposes of calculating Capital Investment are described in IDED' s administrative rule
261 IAC 174.10.
"Investment Qualifying for the Tax Credit" means new investment directly related to jobs created or
retained by the start -up, location, expansion or modernization for this Project. Not all of the expenditure
categories used to calculate the "Investment Qualifying for the Tax Credit" 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.
"Qualifying hnvestnrent " means the statutorily - required minimum investment amount that must be
met and maintained by the Recipient to receive High Quality Jobs Program tax benefits for this Project.
This amount is as stated in Section 2 of this Exhibit. Not all expenditures count toward meeting the
required Qualifying Investment. The categories of expenditures that can be included for purposes of
meeting and maintaining statutorily- required investment requirements are described in IDED's
administrative rule 261 IAC 174.10.
SECTION 2: TERMS AND CONDITIONS OF THE AWARD
2.1 Award. The Recipient is awarded the following Tax Benefits through the High Quality Jobs
Program, based on the minimal investment requirements described herein: $704,800.
2.2 Minimum Investment Requirements. As a condition of receiving Tax Benefits, the Recipient
shall meet the following minimum investment requirements:
(a) Capital Investment.
(b) Qualifying Investment.
(c) Investment Qualifying for Tax Credits.
$ 11,365,000
$ 11,275,000
$ 11.245,000
2.3 Additional Tax Benefits. The Recipient is eligible for additional incentives pursuant to Iowa
Code sections 15.326, et. seq. pursuant to its participation in the High Quality Jobs Program and its
obligations and rights under the Contract. The following Tax Benefits, in the maximum amounts shown
for each authorized benefit, are so available to the Recipient:
Authorized Benefits
Included in Award
Maximum Amt.
Refund of Sales, Service, and Use Taxes.
® Yes
$ 255,000
❑ No
Contract # 12- IVF/TC -011
Exhibit B -2, Page 1
Fitt Approved 12/10
Authorized Benefits
Included in Award
Maximum Amt.
Refund of Sales Taxes Attributable to Racks, Shelving,
and Conveyor Equipment.
• Yes
$ 0
® No
Corporate Tax Credit For Certain Sales Taxes Paid By
Third Party Developer.
❑ Yes
$ 0
►1 No
Investment Tax Credit (4 %)
® Yes
❑ No
$ 449,800
Research Activities Credit.
Ill Yes
® No
$ 0
Local Property Tax Exemption Provided by Community
Yes
® No
$ 0
2.4 Conditions for Authorized Benefits. The Recipient is responsible to seek these additional
benefits through processes described in the applicable statues and corresponding administrative rules,
ordinances and procedures. The following conditions shall apply to the benefits described in section 2.3
of this Exhibit.
(a) Refitnd Of Sales, Service And Use Taxes Paid To Contractors Or Subcontractors. The Recipient
is eligible for a refund of sales, service and use taxes paid to contractors and subcontractors as authorized
in Iowa Code section 15.331A (2009 Supplement).
1. The Recipient may apply for a refund of the sales and use taxes paid under Iowa Code
chapters 422 and 423 for gas, electricity, water or sewer utility services, goods, wares, or
merchandise, or on services rendered, furnished, or performed to or for a contractor or
subcontractor and used in the fulfillment of a written contract relating to the construction or
equipping of a facility of the Recipient.
2. Taxes attributable to intangible property and furniture and furnishings shall not be refunded.
3. To receive a refund of the sales, service and use taxes paid to contractors or subcontractors,
the Recipient must:
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.
ii. Within one year after Project Completion, as defined in sub - paragraph i above,
make an application to the Department Revenue.
(b) Reserved.
(c) Reserved.
(d) Investment Tax Credit.
Contract # 12- IVF/1'C -011
Exhibit B -2, Page 2 Fmt Approved 12/10
1. The Recipient may claim an investment tax credit as provided in Iowa Code section 15.333.
Such credit may be claimed for a portion of the Qualifying Expenditures, as defined below in
subparagraph (iii), directly related to job obligations, as described in Exhibit D, of the start -up,
or location, expansion, or modernization of the business under this program. The Recipient
shall not claim more than the amount authorized for this benefit as stated above and in Article
2.2(b). The credit is to be taken in the year the qualifying asset is placed in service. Any credit
in excess of the tax liability for the tax year may be credited to the tax liability for the
following seven years or until depleted, whichever occurs first.
2. The tax credit shall be amortized equally over a five -year period as specified below:
July 1, 2011 — June 30, 2012
$89,960
July 1, 2012 — June 30, 2013
$89,960
July 1, 2013 — June 30, 2014
$89,960
July 1, 2014 — June 30, 2015
$89,960
July 1, 2015 — June 30, 2016
$89,960
3. Only Qualifying Expenditures are eligible for the investment tax credit. For purposes of this
benefit, "Qualifying Expenditures" means:
i. The purchase price of real property and any buildings and
structures located on the real property.
ii. The cost of improvements made to real property which is used in
operation of the business.
iii. The costs of machinery and equipment, as defined in Iowa Code
section 427A.1(1) "e" and "j," purchased for use in the operation
of the business and which the purchase price may have been
depreciated in accordance with GAAP.
4. If the Project includes leasing of new construction or major renovation of an existing
building, the annual base rent paid to a third -party developer by a Recipient must be for a
period equal to the term of the lease agreement but not to exceed the maximum term of the
agreement, provided the cumulative cost of the base rent payments for that period does not
exceed the cost of the land the third -party developer's costs to build or renovate the building
for the Recipient. Limitations to annual base rent shall only be considered when the Project
includes the construction of a new building or the major renovation of an existing building.
The Recipient shall enter into a lease agreement with the third -party developer for a
minimum of five years.
(e) Reserved.
(f) Reserved.
SECTION 3: ADDITIONAL COVENANTS
In addition to the Covenants described in Article 7 of the Contract, the Recipient shall be bound to the
additional covenants:
Contract # 12- IVF/TC -011
Exhibit B -2, Page 3 Fria Approved 12/10
3.1 job Obligations. By the Project Completion Date, the Recipient shall create and/or retain the
number of FTE Created Jobs and Retained Jobs included in, for Retained Jobs, and above, for Created
Jobs, the Recipient's Employment Base, as detailed in Exhibit D — Job Obligations, and maintain the jobs
through the Maintenance Period.
3.2 Wage Obligations. The Qualifying Wage Threshold rates specific to this Contract that must be
met are stated in Exhibit D, Job Obligations. By the Project Completion Date and through the
Maintenance Completion Period Date, the Recipient shall:
(a) For 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.
(b) For the Retained Jobs, pay at least 130% of the Qualifying Wage Threshold throughout both the
Project Completion Period and the Maintenance Period.
To meet the Qualifying Wage Threshold, the Recipient may add to each FIB wage the Sufficient Benefits
Credit as shown in Exhibit D, 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 100% Qualifying 130% Qualifying Wage Threshold at the Project Completion Date
and through the Maintenance Period Completion Date.
3.3 Provide Sufficient Benefits. The Recipient shall provide all employees included as part of the
job and wage obligations with Sufficient Benefits.
SECTION 4: ADDITIONAL DEFAULT PROVISIONS
In addition to the default provisions included in Article 9 of the Contract, the following additional default
provisions shall apply:
4.1 Repayment of Tax Benefits Received - High Quality Jobs Program. IDR is the state agency
responsible for collecting the value of any Tax Benefits received in violation of the terms of this Contract.
The Community is the party responsible for collecting the value of the local tax benefits received in
violation of this Contract. 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 and may include
penalty interest assessed by IDR. Those circumstances are as follows:
(a) Failure to Meet Job Obligations by Project Completion Date. If the Recipient does not meet is
Job Obligations as detailed in Exhibit D, Job Obligations by the Project Completion Date, Recipient shall
repay a percentage of the Tax Benefits it has received. The repayment percentage will be equal to the
percentage of jobs 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.
Contract # 12- IVF/TC -011
Exhibit B -2, Page 4 Fog Approved 12/10
(b) 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 Benefits it has received. The repayment percentage will be equal to the
percentage of jobs that the Recipient failed to maintain. The amount to be repaid will be calculated as
described in subsection (a) above.
(c) Less than Total Project Cost at Project Completion Date. If the Recipient does not complete the
Project with a Total Project Cost as stated in Exhibit C, Project Description and Award Budget, by the
Project Completion Date Recipient 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
(d) 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.
(e) Selling, Disposing, or Razing of Property. If, within five years of purchase, the Recipient sells,
disposes of, razes, or otherwise renders unusable all or a part of the land, building, or other existing
structures for which an investment tax credit was claimed, the income tax liability of the Recipient for the
year in which all or part of the property is sold, disposed of, razed, or otherwise rendered unusable shall
be increased by one of the following amounts plus any penalty interest assessed by IDR:
1. 100% of the tax credit claimed if the property ceases to be approved for the tax credit within
one full year after being placed in service.
2. 80% of the tax credit claimed if the property ceases to be approved for the tax credit within
two full years after being placed in service.
3. 60% of the tax credit claimed if the property ceases to be approved for the tax credit within
three full years after being placed in 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.
(f) Qualifying Investment. If the Business does not meet its Qualifying Investment requirement as
defined in Section 2 of this Exhibit, Recipient shall repay all or a portion of the value of Tax Benefits
received. Repayment shall be calculated as follows plus any penalty interest assessed by IDR:
1. If the Recipient has met 50 percent or less of the Qualifying Investment requirement,
Recipient shall repay the same percentage in Tax Benefits as the Recipient failed to invest.
2. If the Recipient has met more than 50 percent but not more than 75 percent of the Qualifying
Investment requirement, the Recipient shall repay one -half of the percentage in Tax Benefits
as the Recipient failed to invest.
Contract # 12-IVF/TC-01 1
Exhibit B -2, Page 5 Fmt Approved 12/10
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.
Contract # 12 -IV F/TC -011
- End of Exhibit B — 2 -
Exhibit B -2, Page 6 FmtApproved 12/10
EXHIBIT B — 3
Grow Iowa Values Fund 130% Wage Component
Special Conditions to Contract # 12- IVF/TC -011
The following additional terms shall apply to the Contract:
SECTION 1: TERMS OF THE AWARD.
1.1 Description of Award. $80,000 of the Award shall be from the Grow Iowa Values Fund 130%
Wage Component.
1.2 Form of Assistance. The Award, or portion thereof, made through the Grow Iowa Values Fund
130% Wage Component shall be in the following form(s):
(a) Loan. The Loan shall be awarded to Recipient on the following terms and conditions:
1. Amount: $ 40,000.
2. Interest Rate: 0 %; interest shall accrue from the date of first disbursement of funds.
3. Term: 36 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.
(b) Forgivable Loan. The Forgivable Loan shall be awarded to Recipient on the following terms and
conditions:
1. Amount: $ 40,000.
2. Interest Rate: 0 %; Interest accrues from the date of first disbursement of funds.
3. Term: 60 months.
4. Promissory Note. The obligation to repay the Forgivable Loan shall be evidenced by a
Promissory Note executed by the Recipient.
5. Terms of Forgiveness. This Forgivable Loan will be forgiven if the Recipient:
(i) Completes the Project Performance Obligations in Article 7 of the Contract by the
Project Completion Date, and
Contract # 12- IVF/TC -011
Exhibit B -3, Page 1 Fmt Approved 12/10
(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.
(c) Reserved.
1.3 Additional Special Terms and Conditions. The Recipient shall comply with the additional
terms and conditions as a requirement of the Award, or portion thereof, described in this Exhibit:
• None.
SECTION 2: ADDITIONAL COVENANTS
In addition to the Covenants described in Article 7 of the Contract, the Recipient shall be bound to the
additional covenants:
2.1 Job Obligations. By the Project Completion Date, the Recipient shall create and/or retain the
number of FIE Created Jobs and Retained Jobs included in, for Retained Jobs, and above, for Created
Jobs, the Recipient's Employment Base, as detailed in Exhibit D — Job Obligations, and maintain the jobs
through the Maintenance Period.
2.2 Wage Obligations. The Qualifying Wage Threshold rates specific to this Contract that must be
met are stated in Exhibit D, Job Obligations. By the Project Completion Date and through the
Maintenance Completion Period Date, the Recipient shall:
(c) 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.
(d) For the Retained Jobs, pay at least 130% of the Qualifying Wage Threshold throughout both the
Project Completion Period and the Maintenance Period.
To meet the Qualifying Wage Threshold, the Recipient may add to each F'1E wage the Sufficient Benefits
Credit as shown in Exhibit D, 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
Contract # 12- IVF/TC -011
Exhibit B -3, Page 2 Fmt Approved 12/10
Maintenance Period Completion Date.
2.3 Provide Sufficient Benefits. The Recipient shall provide all employees included as part of the
job and wage obligations with Sufficient Benefits.
Contract # 12- IVF/TC -011
- End of Exhibit B — 3 -
Exhibit B -3, Page 3 Finn Approved 12/10
DESCRIPTION OF THE PROJECT AND AWARD BUDGET
(EXHIBIT C)
Name of Recipient: Green Industrial Supply, Inc.
Name of Community: City of Dubuque
Contract Number: 12- IVF/TC -011
PROJECT DESCRIPTION
Green Industrial Supply, Inc. will expand and construct a 12,000 s.f. warehouse with an attached
20,000 s.f. office in the Dubuque Industrial Center West.
AWARD BUDGET
SOURCE OF FUNDS USE OF FUNDS
Amount Cost
IDED Programs *Land Acquisition $2,400,000
130% Component $40,000 Forgivable Loan *Site Preparation $300,000
130% Component $40,000 Loan *Building Acquisition
HQJP Program Benefits 'See below *Building Construction $8,500,000
*Building Remodeling
City of Dubuque $1,200,000 Land Grant *Mfg Machinery and Equipment
Green Industrial Supply $1,365,000 Cash/Equity Other Machinery and Equipment
American Trust & Savings $8,720,000 Loan Racking, Shelving, etc. $90,000
*Computer Hardware $45,000
Computer Software
*Furniture and Fixtures $30,000
Working Capital
Research and Development
Job Training
Other Expenses
SUBTOTAL $11,365,000
SUBTOTAL
TOTAL ALL FUNDS
l$704,800 benefit value
Source of Funds
TIF Rebate
Tax Abatement
260E Job Training
In -Kind Contributions
RISE
RED
Other
90
$11,365,000
SUBTOTAL $11,365,000
included as capital intestment if awarded tax credit program
Other Funding
Total Amount
$1,770,000.00 TIF
$75,600.00 Grant
Total Other Funding $1,845,600.00
Form/Term
SUBTOTAL
Se
$11,365,000
Used as Match
Yes
Fmt Approved 11/09
Contract # 12- IVF/TC -011
Fmt Approved 12/10
EXHIBIT D — JOB OBLIGATIONS
Recipient: Green Industrial Supply, Inc.
Community: City of Dubuque
Contract Number: 12- IVF/TC -011
This Project has been awarded benefits from the 130% Component and the High Quality Jobs (HQJP) tax credit program. 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.
130% JOB OBLIGATIONS
Project Completion Date: August 31, 2014
Maintenance Period Completion Date: August 31, 2016
Employment
Base
Jobs
To Be Created
Total
Job
Obligations
Total employment at project location
30
16
46
Average Wage of total employment at project location
$16.57
Qualifying wage threshold requirement (per hr)
$20.52
Sufficient Benefits Credit ( per hr)
$2.05
Number of jobs at or above qualifying wage w /benefits
8
11
19
Average wage of jobs at or above qualifying wage
w /benefits
$27.98
Notes re: Qualifying Wages
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.
2. Bonus or commission payments are not included when calculating the Qualifying Wage rate.
3. If the Recipient uses or proposes to use a non - standard work week (8 hours a day, 5 days a
week, 52 weeks a year including holidays, vacation and other paid leave), check the box below
and describe that alternative schedule. The alternative schedule must meet the requirements of
261 IAC 173.2.) By not checking the box and not providing the alternative schedule, IDED
will consider "Fill -time Equivalent (FTE) Job" to mean the employment of one person for 8
hours per day for a 5 -day, 40 -hour workweek for 52 weeks per year, including paid holidays,
vacations and other paid leave.
❑ The Recipient shall use an alternative work week for purposes of its employees described in
the Contract. The alternative work week is as follows: [description].
Fmt. Approved 11/09
EXHIBIT E
Personal Guarantees
The Personal Guarantees shall follow this page and shall be Exhibit E to the Contract.
Contract # 12- IVF/TC -011 Fmt Approved 09/10
PERSONAL GUARANTY
FOR VALUE RECEIVED and in consideration of any loan or other financial
accommodation at any time made or granted to Green Industrial Supply, Inc. ("Recipient"), by
the Iowa Department of Economic Development ( "Department "), the undersigned unconditionally
guarantees the full and prompt payment when due, whether at stated maturity, by required
prepayment, declaration, demand, acceleration or otherwise (including amounts that would become
due but for the operation of the automatic stay provision under §362(a) of the Bankruptcy Code (11
U.S.C. §362(a)), and at all times thereafter, of all the obligations of the Recipient to the Department
which arise out of or in connection with Contract Number 12- IVF/TC -011 (all such obligations of
the Recipient hereafter collectively referred to as the "Liabilities ").
1. Absolute Guaranty. This Guaranty is an absolute, continuing, and unconditional
Guaranty of the full and punctual payment by the Recipient of the Liabilities and not their
collectibility only. Enforcement of this Guaranty is not conditioned upon the requirement that the
Department first attempt to collect or take any action against the Recipient or any other person
primarily or secondarily liable or resort to security or other means of obtaining payment of any of
the Liabilities. The undersigned acknowledges that there are no conditions to the effectiveness of
this Guaranty. This Guaranty shall remain in full force and effect (notwithstanding the dissolution
of the undersigned) until all of the Liabilities have been paid in full.
2. Payment. The undersigned agrees that, in the event of the dissolution or insolvency of the
Recipient or the undersigned, or the general failure to pay, or admission in writing of the inability of
the Recipient or the undersigned to pay debts as they become due, or an assignment by the
Recipient or the undersigned for the benefit of creditors, or the institution of any proceeding by or
against the Recipient alleging that the Recipient or the undersigned is insolvent or unable to pay
debts as they mature, or if the Recipient is declared in default under the above - identified Contract,
the undersigned will pay (even if such event shall occur at a time when any of the Liabilities may
not then be due and payable) immediately to the Department at its office located at 200 East Grand
Avenue, Des Moines, Iowa 50309, the full amount which would be payable hereunder by the
undersigned as if all Liabilities were then due and payable.
3. Continuation or Reinstatement of Guaranty. If at any time all or part of any payment
applied by the Department to any of the Liabilities is or must be rescinded or returned by the
Department for any reason (including, but not limited to, the insolvency, bankruptcy or
reorganization of the Recipient) the undersigned agrees that to the extent such payment is or must
be rescinded or returned, such Liabilities shall be deemed to have continued in existence,
notwithstanding such application by the Department, and this Guaranty shall continue to be
effective or be reinstated, as the case may be, as to the Liabilities, all as though such application by
the Department had not been made.
4. Modification. No modification or waiver of any of the provisions of this Guaranty shall
be binding upon the Department and the undersigned unless expressly set forth in a writing duly
signed by both the Department and the undersigned.
Fmt. revised 12/09
Page 2 of 3 PERSONAL GUARANTY
Contract # 1 2-I V F/TC -011
5. Waivers. The undersigned hereby expressly waives: (a) notice of the acceptance by the
Department of this Guaranty, (b) notice of the existence or creation or non - payment of all or any of
the Liabilities, (c) presentment, demand, notice of dishonor, protest and all other notices
whatsoever, and (d) all diligence in collection or protection of or realization upon the Liabilities or
any thereof, any obligation hereunder, or any security for or Guaranty of any of the foregoing.
6. Dealings with the Recipient. The undersigned agrees that the Department shall be at
liberty to deal with the Recipient and each other party (including, without limitation, any other
guarantor) who now is or after the date hereof becomes liable in any manner for any of the
Liabilities, in such manner as the Department in its sole discretion deems fit. The Department
retains full authority, without the consent of, or notice to the undersigned, without incurring
responsibility to the undersigned, without impairing or releasing the obligations of the undersigned
hereunder, to do any or all of the following: (a) change the manner, rate of interest, place or terms
of payment, and /or change or extend the time of payment of, renew or alter, any liability of the
Recipient, any security therefore, or any liability incurred directly or indirectly in respect thereof,
and this Guaranty shall apply to the Liabilities of the Recipient as so changed, extended, renewed or
altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner
and in any order any property by whomsoever at any time pledged or mortgaged to secure the
Liabilities of the Recipient; (c) exercise or refrain from exercising any rights against the Recipient
or others (including the undersigned) or otherwise act or refrain from acting; (d) settle or
compromise any of the Liabilities hereby guaranteed; (e) subordinate the payment of all or any part
of the Liabilities to the payment of any liability (whether due or not) of the Recipient to creditors of
the Recipient other than the Department and the undersigned; and (f) consent to the substitution,
exchanges, or release of all or any part of the collateral, whether or not the collateral, if any,
received by the Department upon substitution, exchange, or release shall be of the same or of a
different character or value than the collateral surrendered to the Department.
7. Access to Information. The undersigned hereby warrants to the Department that the
undersigned now has and will continue to have independent means of obtaining information
concerning the affairs, financial condition and operations of the Recipient. The Department shall not
have any duty or responsibility to provide the undersigned with any credit or other information
concerning the Recipient which may come into the Department's possession.
8. Successors, Assigns. This Guaranty shall be binding upon the undersigned, and upon any
of her successors and assigns. If the Recipient is a partnership or a corporation, all references herein
to Recipient shall be deemed to include any successor or successors to such partnership or
corporation.
9. Provide Updated Financial Statements Annually. The undersigned shall provide updated
financial statements to IDED and Recipient at least annually and at other times upon request of
IDED or Recipient. For purposes of this section "financial statements" includes but is not limited to
profit and loss statement and balance sheet; schedule of aged accounts receivable; schedule of aged
accounts payable; and schedule of other debts.
Fmt. revised 3/06
Page 3 of 3 PERSONAL GUARANTY
Contract # 12 -IVF, TC -011
10. Governing Law. This Guaranty has been delivered at Des Moines, Iowa, and shall be
construed in accordance with and governed by its principles of choice of law. Wherever possible
each provision of this Guaranty shall be interpreted so that it is effective and valid under applicable
law, but if any provision shall be prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of the
provision or the remaining portions of this Guaranty.
It is understood that the liability of the undersigned to the Department is joint and several. The total
amount of this Personal Guaranty shall not exceed eighty thousand dollars ($80,000).
SIGNED AND DELIVERED THIS
GUARANTORS:
day of , 20
(1) Social Security Number:
Mary Sue Green (Signature)
(Street Address)
(City, State, ZIP)
STATE OF
COUNTY OF
. ss.
On this day of , 20, before me, the undersigned, a Notary Public in and
for the State of Iowa, personally appeared Mary Sue Green to me personally known to be the
identical person(s) named in and who executed the above and foregoing instrument and
acknowledged that they/he /she executed the same as their /his/her voluntary act and deed.
Notary (Signature)
Notary Seal (commission number, name and expiration date):
Fmt. revised 3/06
PERSONAL GUARANTY
FOR VALUE RECEIVED and in consideration of any loan or other financial
accommodation at any time made or granted to Green Industrial Supply, Inc. ( "Recipient "), by
the Iowa Department of Economic Development ( "Department "), the undersigned unconditionally
guarantees the full and prompt payment when due, whether at stated maturity, by required
prepayment, declaration, demand, acceleration or otherwise (including amounts that would become
due but for the operation of the automatic stay provision under §362(a) of the Bankruptcy Code (11
U.S.C. §362(a)), and at all times thereafter, of all the obligations of the Recipient to the Department
which arise out of or in connection with Contract Number 12- IVF/TC -011, (all such obligations of
the Recipient hereafter collectively referred to as the "Liabilities ").
1. Absolute Guaranty. This Guaranty is an absolute, continuing, and unconditional
Guaranty of the full and punctual payment by the Recipient of the Liabilities and not their
collectibility only. Enforcement of this Guaranty is not conditioned upon the requirement that the
Department first attempt to collect or take any action against the Recipient or any other person
primarily or secondarily liable or resort to security or other means of obtaining payment of any of
the Liabilities. The undersigned acknowledges that there are no conditions to the effectiveness of
this Guaranty. This Guaranty shall remain in full force and effect (notwithstanding the dissolution
of the undersigned) until all of the Liabilities have been paid in full.
2. Payment. The undersigned agrees that, in the event of the dissolution or insolvency of the
Recipient or the undersigned, or the general failure to pay, or admission in writing of the inability of
the Recipient or the undersigned to pay debts as they become due, or an assignment by the
Recipient or the undersigned for the benefit of creditors, or the institution of any proceeding by or
against the Recipient alleging that the Recipient or the undersigned is insolvent or unable to pay
debts as they mature, or if the Recipient is declared in default under the above - identified Contract,
the undersigned will pay (even if such event shall occur at a time when any of the Liabilities may
not then be due and payable) immediately to the Department at its office located at 200 East Grand
Avenue, Des Moines, Iowa 50309, the full amount which would be payable hereunder by the
undersigned as if all Liabilities were then due and payable.
3. Continuation or Reinstatement of Guaranty. If at any time all or part of any payment
applied by the Department to any of the Liabilities is or must be rescinded or returned by the
Department for any reason (including, but not limited to, the insolvency, bankruptcy or
reorganization of the Recipient) the undersigned agrees that to the extent such payment is or must
be rescinded or returned, such Liabilities shall be deemed to have continued in existence,
notwithstanding such application by the Department, and this Guaranty shall continue to be
effective or be reinstated, as the case may be, as to the Liabilities, all as though such application by
the Department had not been made.
4. Modification. No modification or waiver of any of the provisions of this Guaranty shall
be binding upon the Department and the undersigned unless expressly set forth in a writing duly
signed by both the Department and the undersigned.
Fmt. revised 12/09
Page 2 of 3 PERSONAL GUARANTY
Contract # 12- IVF/TC -011
5. Waivers. The undersigned hereby expressly waives: (a) notice of the acceptance by the
Department of this Guaranty, (b) notice of the existence or creation or non - payment of all or any of
the Liabilities, (c) presentment, demand, notice of dishonor, protest and all other notices
whatsoever, and (d) all diligence in collection or protection of or realization upon the Liabilities or
any thereof, any obligation hereunder, or any security for or Guaranty of any of the foregoing.
6. Dealings with the Recipient. The undersigned agrees that the Department shall be at
liberty to deal with the Recipient and each other party (including, without limitation, any other
guarantor) who now is or after the date hereof becomes liable in any manner for any of the
Liabilities, in such manner as the Department in its sole discretion deems fit. The Department
retains full authority, without the consent of, or notice to the undersigned, without incurring
responsibility to the undersigned, without impairing or releasing the obligations of the undersigned
hereunder, to do any or all of the following: (a) change the manner, rate of interest, place or terms
of payment, and /or change or extend the time of payment of, renew or alter, any liability of the
Recipient, any security therefore, or any liability incurred directly or indirectly in respect thereof,
and this Guaranty shall apply to the Liabilities of the Recipient as so changed, extended, renewed or
altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner
and in any order any property by whomsoever at any time pledged or mortgaged to secure the
Liabilities of the Recipient; (c) exercise or refrain from exercising any rights against the Recipient
or others (including the undersigned) or otherwise act or refrain from acting; (d) settle or
compromise any of the Liabilities hereby guaranteed; (e) subordinate the payment of all or any part
of the Liabilities to the payment of any liability (whether due or not) of the Recipient to creditors of
the Recipient other than the Department and the undersigned; and (f) consent to the substitution,
exchanges, or release of all or any part of the collateral, whether or not the collateral, if any,
received by the Department upon substitution, exchange, or release shall be of the same or of a
different character or value than the collateral surrendered to the Department.
7. Access to Information. The undersigned hereby warrants to the Department that the
undersigned now has and will continue to have independent means of obtaining information
concerning the affairs, financial condition and operations of the Recipient. The Department shall not
have any duty or responsibility to provide the undersigned with any credit or other information
concerning the Recipient which may come into the Department's possession.
8. Successors, Assigns. This Guaranty shall be binding upon the undersigned, and upon any
of his successors and assigns. If the Recipient is a partnership or a corporation, all references herein
to Recipient shall be deemed to include any successor or successors to such partnership or
corporation.
9. Provide Updated Financial Statements Annually. The undersigned shall provide updated
financial statements to IDED and Recipient at least annually and at other times upon request of
IDED or Recipient. For purposes of this section "financial statements" includes but is not limited to
profit and loss statement and balance sheet; schedule of aged accounts receivable; schedule of aged
accounts payable; and schedule of other debts.
Fmt. revised 3/06
Page 3 of 3 PERSONAL GUARANTY
Contract # 12- IVF/TC -011
10. Governing Law. This Guaranty has been delivered at Des Moines, Iowa, and shall be
construed in accordance with and governed by its principles of choice of law. Wherever possible
each provision of this Guaranty shall be interpreted so that it is effective and valid under applicable
law, but if any provision shall be prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of the
provision or the remaining portions of this Guaranty.
It is understood that the liability of the undersigned to the Department is joint and several. The total
amount of this Personal Guaranty shall not exceed eighty thousand dollars ($80,000).
SIGNED AND DELIVERED THIS
GUARANTORS:
day of , 20
(1) Social Security Number:
Patrick Green (Signature)
(Street Address)
(City, State, ZIP)
STATE OF
COUNTY OF
. ss.
On this day of , 20_, before me, the undersigned, a Notary Public in and
for the State of Iowa, personally appeared Patrick Green to me personally known to be the identical
person(s) named in and who executed the above and foregoing instrument and acknowledged that
they/he /she executed the same as their/his/her voluntary act and deed.
Notary (Signature)
Notary Seal (commission number, name and expiration date):
Fmt. revised 3/06
EXHIBIT F — PROMISSORY NOTE
FORGIVABLE LOAN
Recipient: Green Industrial Supply, Inc.
Community: City of Dubuque
Contract Number: 12- IVF/TC -011
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned promises, in the event this Forgivable
Loan is not forgiven, to pay to the order of the IOWA DEPARTMENT OF
ECONOMIC DEVELOPMENT, at its office at 200 East Grand, Des Moines, Iowa
50309, the sum of FORTY THOUSAND DOLLARS ($40,000) with interest at a rate of
0%o unless an Event of Default occurs, in which case interest shall be at the default rate set
forth in Contract number 12- IVF/TC -011 ( "Contract "). The terms and conditions by which
forgiveness of this Loan may occur are as specified in the Contract.
Interest shall first be deducted from the payment and any balance shall be applied on
principal. Upon default in payment of any interest, or any installment of principal, the
whole amount then unpaid shall become immediately due and payable at the option of the
holder.
The undersigned, in case of suit on this note, agrees to pay on demand all costs of
collection, maintenance of collateral, legal expenses, and attorneys' fees incurred or paid
by the holder in collecting and /or enforcing this Note on default.
This note shall be secured by the Security specified in the Contract.
Makers, endorsers and sureties waive demand of payment, notice of non - payment, protest
and notice. Sureties, endorsers and guarantors agree to all of the provisions of this note,
and consent that the time or times of payment of all or any part hereof may be extended
after maturity, from time to time, without notice.
GREEN INDUSTRIAL SUPPLY, INC.
By:
(t, 6ree'-t 1?- reo� i d e4/
J Print or Type Name, Title
Address: 10467 HWY 52 N
Dubuque, IA 52001
Date: - /
EXHIBIT F — PROMISSORY NOTE
FORGIVABLE LOAN
Recipient: Green Industrial Supply, Inc.
Community: City of Dubuque
Contract Number: 12- IVF/TC -011
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned promises, in the event this Forgivable
Loan is not forgiven, to pay to the order of the IOWA DEPARTMENT OF
ECONOMIC DEVELOPMENT, at its office at 200 East Grand, Des Moines, Iowa
50309, the sum of FORTY THOUSAND DOLLARS ($40,000) with interest at a rate of
0% unless an Event of Default occurs, in which case interest shall be at the default rate set
forth in Contract number 12- IVF /TC -011 ( "Contract "). The terms and conditions by which
forgiveness of this Loan may occur are as specified in the Contract.
Interest shall first be deducted from the payment and any balance shall be applied on
principal. Upon default in payment of any interest, or any installment of principal, the
whole amount then unpaid shall become immediately due and payable at the option of the
holder.
The undersigned, in case of suit on this note, agrees to pay on demand all costs of
collection, maintenance of collateral, legal expenses, and attorneys' fees incurred or paid
by the holder in collecting and/or enforcing this Note on default.
This note shall be secured by the Security specified in the Contract.
Makers, endorsers and sureties waive demand of payment, notice of non - payment, protest
and notice. Sureties, endorsers and guarantors agree to all of the provisions of this note,
and consent that the time or times of payment of all or any part hereof may be extended
after maturity, from time to time, without notice.
GREEN INDUSTRIAL SUPPLY, INC.
By
94,47-4A JY)L120_,‘
:
-g ck v, U.?
Print or Type Name, Title
Address: 10467 HWY 52 N
Dubuque, IA 52001
Date: 20— 22 -- .1)//