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IEDA_Heartland Financial ContractIOWA ENOMIC DEVELOPMENT AUTHORITY 200 East Grand Avenue 1 Des Moines, Iowa 50309 USA I Phone: 515,725.3000 iowaeconomicdevelopment.com December 5, 2017 �� :� -, IOVA® ec®riniC gHnt 17 DEC I I+ PH I: ti City Clei-k's Office Ms. Kimberly O'Brien, SVP of Finance pubui Lal`, IA. Heartland Financial USA, Inc. and Dubuque Bank and Trust Company 1398 Central Avenue Dubuque, IA 52002 RE: Project Maintenance Closeout — Heartland Financial USA, Inc. Contract Number — 12-IVF/TC-089 Dear Ms. O'Brien: It is my pleasure to congratulate you on successfully maintaining your job obligations through the maintenance period in regards to the above referenced project. The Authority's review of payroll documents at your facility indicates that the job creation requirement has been met. In summary: 1. The Project Completion Date was June 30, 2015 with a Project Maintenance Date of June 30, 2017. 2. The Business was required to maintain 251 full-time equivalent (FTE) jobs of which 167 were to be qualified FTEs. At the End of Maintenance Date, the Business had 299 FTEs of which 266 were qualified FTE jobs. The qualified employees were paid at least $15.78 per hour. Since all project activities have been completed and verified, the Authority has closed this project file. The Authority has determined that the job maintenance requirement has been satisfied. The IEDA hereby forgives the Forgivable Loan. Please continue to pay the required loan payments to IEDA Accounting. We would like to express our thanks to you for your assistance in monitoring and closing out this project. We look forward to working with you on future economic development projects. Please do not hesitate to contact me at 515-348-6165 or benton.auade(�iowaeda.com should you have any questions. Sincer Ben •n Quade Project Manager Compliance Team Cc: Mayor Roy Buol, City of Dubuque IEDA Compliance File IEDA Accounting File rmicrnnr Vim Pc innlrlc 1 + !'n,..,r.,n. A, -l.... 1 n:.,.,.+,.., n._t..s TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: State of Iowa Direct Financial Assistance Contract for Heartland Financial USA, Inc. DATE: October 30, 2012 Economic Development Director Dave Heiar recommends City Council approval of a contract with the Iowa Economic Development Authority for Iowa Values Funds Financial Assistance benefits on behalf of Heartland Financial USA, Inc. for an expansion of office space in the Roshek Building in Dubuque. Heartland Financial USA, Inc. plans to invest over $2.3 million to construct 26,322 square feet of office space on the 3rd floor of the Roshek Building. Heartland will house 100 employees in the Roshek Building with room to grow to 150 employees. Heartland plans to have 50 new positions within three years located in this office space. The application requires a local match to the project, which is being provided by Dubuque Initiatives in the form of rent reduction. I concur with the recommendation and respectfully request Mayor and City Council approval. Michael C. Van Milligen MCVM:jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Teri Goodmann, Assistant City Manager David Heiar, Economic Development Director Masterpiece on the Mississippi Dubuque bitil All-America City hill! 2007 TO: Michael Van Milligen, City Manager FROM: David Heiar, Economic Development Director SUBJECT: State of Iowa Direct Financial Assistance Contract for Heartland Financial USA, Inc. DATE: October 23, 2012 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 Heartland Financial USA, Inc. for an expansion of office space in the Roshek Building located in Dubuque. The Master Contract is attached. BACKGROUND Heartland Financial is a mulit -bank holding company originally formed in Iowa in 1981. It has nine bank subsidiaries in the States of Iowa, Illinois, Wisconsin, New Mexico, Arizona, Montana, Colorado and Minnesota, operating a total of 61 banking locations. Heartland has two non -bank subsidiaries Citizens Finance and Heartland Development Corp. The principal business of the Bank subsidiaries consists of making loans to and accepting deposits from businesses and individuals. Heartland Financial USA, Inc. plans to invest over $2.3 million to construct 26,322 sq. ft. of office space on the 3rd floor of the Roshek Building. Heartland will house 100 employees in the Roshek Building with room to grow to 150 employees. Heartland plans to have 50 new positions within three years located in this office space. In June 2012, the City Council authorized submittal of an application to IEDA for financial assistance from the Iowa Values Fund. The state approved an award of funds on June 22, 2012. This contract formalizes that award. The IVF benefits provide financial assistance to enable the company's expansion in Dubuque. As required by the incentive program, the application requires a local match to the project, which is being provided by Dubuque Initiatives in the form of rent reduction. DISCUSSION Heartland committed to 50 new employees and will invest approximately $2,300,000 in the project. The IVF provides Heartland Financial USA, Inc. with a $160,000 Loan which $80,000 is a Forgivable Loan and $96,670 of tax incentives. Local match is required for the project and is being provided by Dubuque Initiatives in the form of rent reduction. RECOMMENDATION I recommend that the City Council approve the IVF contract for Heartland Financial USA, 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\ Heartland \IEDA \IVF\20121023_IDED Contract Approval Council memo.doc 2 RESOLUTION NO. 293 -12 RESOLUTION APPROVING AN IOWA VALUES FUND FINANCIAL ASSISTANCE CONTRACT BY AND AMONG THE IOWA ECONOMIC DEVELOPMENT AUTHORITY, THE CITY OF DUBUQUE AND HEARTLAND FINANCIAL USA, INC. Whereas, the Heartland Financial USA, Inc. application was approved by the Iowa Economic Development Authority on June 22, 2012; 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 Heartland Financial USA, 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 -089, 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 November, 2012. F: \USERS \Econ Dev \Heartland \IEDA \IVF\20121023 Resolution Approv IVF Contract IDED.doc ECONOMIC DEVELOPMENT FINANCIAL ASSISTANCE CONTRACT BY HEARTLAND FINANCIAL USA, INC., DUBUQUE BANK & TRUST, THE CITY OF DUBUQUE, AND THE IOWA ECONOMIC DEVELOPMENT AUTHORITY CONTRACT NUMBER: 12- IVF /TC -089 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 IEDA ARTICLE 10: MISCELLANEOUS CONTRACT EXHIBITS Exhibit A - Exhibit B -1 Exhibit B -4 Exhibit C - Exhibit D - Exhibit E - Exhibit F - Recipient's Financial Assistance Application (on file with IEDA), Application # 12- 100 -010 and 12 -EZ -017 Enterprise Zone Program Special Conditions Grow Iowa Values Fund 100% Wage Component Special Conditions Description of the Project and Award Budget Job Obligations Irrevocable Letter of Credit Promissory Note(s) Contract #12- IVF/TC -089 - 2 Fmt Approved 12/10 Economic Development Financial Assistance Contract RECIPIENT: HEARTLAND FINANCIAL USA, INC. AND DUBUQUE BANK & TRUST COMMUNITY: CITY OF DUBUQUE CONTRACT NUMBER: 12- IVF /TC -089 AWARD DATE: JUNE 22, 2012 AWARD AMT. — CASH $160,000 AWARD AMT. — TAX BENEFITS $96,670 This ECONOMIC DEVELOPMENT FINANCIAL ASSISTANCE CONTRACT (Contract) is made as of the Contract Effective Date by the Iowa Economic Development Authority (IEDA), 200 East Grand Avenue, Des Moines, IA 50309, and Heartland Financial USA, Inc. (Recipient), 1398 Central Avenue, Dubuque, IA 52001, Dubuque Bank & Trust (Recipient), 1398 Central Avenue, Dubuque, IA 52001 and the City of Dubuque (Community), 50 West 13th Street, Dubuque, IA 52001. WHEREAS, the Recipient submitted an application to IEDA 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 Economic Development Authority Board (IEDA 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 IEDA agree to the following terms: Contract #12- IVF/TC -089 - 3 Fmt Approved 12/10 ARTICLE 1: CONTRACT DURATION This Contract shall be in effect on the Contract Effective Date and shall remain in effect until after completion of each of the following: (a) Through Project Period Completion Date. Through the Project Period Completion Date and for a reasonable period of time after Project Period Completion Date during which IEDA will conduct Project closeout procedures to verify that the Project was completed in compliance with Contract requirements. (b) Through Maintenance Period Completion Date and Contract Closeout. Through the Maintenance Period Completion Date and for a reasonable period of time after Maintenance Period Completion Date during which IEDA will conduct closeout procedures to verify that the Project was maintained in compliance with Contract requirements. (c) Repayment or payment Obligation. Until all outstanding amounts due to IEDA, if any, are received by IEDA or all outstanding obligations to IEDA are satisfied in full. (d) Contract End Date. Until IEDA has completed Contract closeout procedures and provided Recipient and Community with written Notice of Final Contract Closeout. This Contract shall terminate as of the date stated in the written Notice of Final Contract Closeout; such date shall be the Contract End Date. ARTICLE 2: DEFINITIONS The following terms apply to this Contract: "Award" means the sum of any and all assistance provided by IEDA for the Project under this Contract. "Award Date" means the date first stated in this Contract and is the date the IEDA Board approved the awarding of fmancial assistance to the Recipient for the Project. "Award Funds" means the cash that is provided by IEDA for this Project as direct financial assistance, including loans. "Contract Effective Date " means the latest date on the signature page of this Contract. "Contract End Date" means the date stated in the Notice of Final Contract Closeout issued by IEDA pursuant to Article 1. "Created Jobs" means the number of new, permanent, FTE Jobs the Recipient will add over and above the Recipient's Employment Base. "Forgivable Loan " means a form of an award made by IEDA to the Recipient for which repayment is eliminated in part or entirely if the Recipient satisfies the terms of this Contract. "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 -089 - 4 - FmtApproved 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 IEDA 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 IEDA 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 IEDA 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 IEDA Board for this Award. "Secured Property" means the property required in Article 5 which is pledged as security for this contract. "Sufficient Benefits" means that the Recipient offers to each FTE permanent position a benefits package that meets one of the following: 1. The Recipient pays 80 percent of the premium costs for a standard medical and dental plan for single employee coverage with a $750 maximum deductible; or 2. The Recipient pays 50 percent of the premium costs for a standard medical and dental plan for employee family coverage with a $1,500 maximum deductible; or Contract #12- IVF/TC -089 - 5 - FmtApproved 12/10 3. The Recipient provides medical coverage and pays the monetary equivalent of paragraph "1" or "2" above in supplemental employee benefits. Benefits counted toward monetary equivalent could include medical coverage, dental coverage, vision insurance, life insurance, pension, retirement (401k), profit sharing, disability insurance, child care services, and other nonwage compensation approved by the IEDA 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 IEDA 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 IEDA 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 100 % Qualifying Wage Component Loan Forgivable Loan $ 80,000 $ 80,000 TOTAL CASH ASSISTANCE: $ 160,000 TAX INCENTIVES Enterprise Zone Program Tax Incentives $ 96,670 TOTAL STATE TAX INCENTIVES: $ 96,670 3.2 Terms and Conditions of Award. The terms and conditions of the Award shall be as described in this Contract and the following incorporated exhibit(s): Exhibit B -1 Exhibit B -4 Enterprise Zone Program Special Conditions Grow Iowa Values Fund 100% 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 IEDA 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 IEDA. 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 -089 - 6 - FmtApproved 12/10 (c) Documents Submitted. Funds will not be disbursed until IEDA has received the documents described in section 4.3 below as well as the following additional documents, properly executed and completed, and approved by IEDA as to form and substance: 1. Security 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 IEDA of requests for disbursement, in form and content acceptable to IEDA, submitted by the Recipient. All requests shall include documentation of costs that have been paid or costs to be paid immediately upon receipt of Award proceeds. (d) Prior Costs. No expenditures made prior to the Award Date may be included as Project costs. No funds will be disbursed for expenditures prior to the Award Date. (e) Cost Variation. In the event that the actual cost of the Project is less than the Total Project Cost specified in Exhibit C, the Award Funds specified in Article 3.1 shall be reduced at the same ratio as the reduction in the actual cost of the Project bears to the Total Project Cost specified in Exhibit B. Any funds previously disbursed by IEDA in excess of the reduced direct financial assistance to be provided by IEDA shall be returned to IEDA immediately upon Recipient's receipt of a written request for repayment. (f) Investment ofAward 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 IEDA within thirty (30) days after the Project Completion Date. Within ten (10) days of receipt of a written request from IEDA, Recipient shall inform IEDA in writing of the amount of unexpended Award funds in the Recipient's possession or under the Recipient's control, whether in the form of cash on hand, investments, or otherwise. 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 IEDA has issued a tax credit number for this Project and Recipient has undertaken the activities described in this Contract and the applicable law to be eligible for such Tax Benefits. (b) Issuance of Tax Credit Number. Upon satisfaction of the conditions described in herein, IEDA will issue a tax credit number to the Recipient for this Project. The tax credit number shall be used in preparing any claims for Tax Benefits (c) Conditions to Issuance of Tax Credit Number. The obligation of IEDA to issue a tax credit number shall be subject to the conditions precedent described in Article 4. (d) Documents Submitted. IEDA shall have received the documents described in section 4.3, properly executed and completed, and approved by IEDA as to form and substance, prior to issuing any tax credit Contract #12- IVF/TC -089 - 7 - FmtApproved 12/10 number. 4.3 Documents required. (a) Contract. Fully executed Contract. (b) Incorporation Documents. Copies of the Articles of Incorporation or the Articles of Organization, whichever is appropriate, of the Recipient, certified in each instance by its secretary or assistant secretary. (c) Certificate of Existence; Certificate of Authority. A certificate of existence for the Recipient from the State of incorporation or organization, whichever is appropriate, and a certificate of authority authorizing the Recipient to conduct business in the state of Iowa, if it is not organized or incorporated in Iowa. (d) Results of Lien and Tax Search and Documentation of Satisfactory Credit History. Financing statement, tax and judgment lien search results, in the Recipient's state of incorporation or organization, against the Recipient and/or the property serving as the Recipient's security under this Contract, and documentation of satisfactory credit history of the Recipient and guarantors, as applicable, with no judgments or unsatisfied liens or similar adverse credit actions. (e) Other Required Documents. IEDA shall have received such other contracts, instruments, documents, certificates and opinions as IEDA 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 IEDA to receive the Recipient's state tax information directly from the Iowa Department of Revenue for the purpose of evaluation and administration of tax credit programs and other state financial assistance programs. (h) Project Financial Commitments. The Recipient shall have submitted documentation acceptable to IEDA from the funding sources identified in Exhibit A committing to the specified fmancial involvement in the Project and received the IEDA's approval of the documentation. The documentation shall include the amount, terms and conditions of the financial commitment, as well as any applicable schedules and may include agreements and resolutions to that effect. (i) State Building Code Bureau Approval. If any part of the Award proceeds will be used for the construction of new buildings, bidding for construction shall not be conducted prior to the written approval of the fmal 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. Contract #12 -I VF/TC -089 -8 Fmt Approved 12/10 4.4 Suspension, Reduction or Delay of Award. Any one or more of the following shall be grounds for IEDA to suspend, delay or reduce the amount of disbursement of Award Funds or delay the issuance of a tax credit number or receipt of 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 IEDA may suspend the payment or issuance of the Award to the Recipient until such time as the default has been cured to IEDA'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 IEDA has the discretion to reduce or eliminate some or all of the amount of financial assistance to be received. (c) Reduction, discontinuance or alteration of state funding /programs. Any termination, reduction, or delay of funds or tax benefits available due, in whole or in part, to (i) lack of, reduction in, or a deappropriation of revenues or tax benefits previously appropriated or authorized for this Contract, or (ii) any other reason beyond the IEDA's control may, in the IEDA's discretion, result in the suspension, reduction or delay of Award Fund or authorization or issuance of Tax 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 IEDA all security agreements, fmancing statements, mortgages, personal and /or corporate guarantees (the "Security Documents ") as required by the IEDA 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: • Irrevocable Letter of Credit. (b) Value of Collateral. The value, as reasonably determined by IEDA, 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, IEDA may require that additional or substitute collateral of quality and value satisfactory to IEDA be pledged as security for this Award. The Recipient shall provide such additional or substitute collateral within 20 days of the date of the request for additional or substitute 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 IEDA with current financial statements from the guarantor(s) identified in paragraph "a" above. For purposes of this paragraph, "fmancial 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 fmancial statements may be requested by IEDA more frequently than annually if IEDA 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 fmancial 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 -089 - 9 - FmtApproved 12/10 ARTICLE 6: REPRESENTATIONS AND WARRANTIES 6.1 Representations of Recipient. The Recipient represents and warrants to IEDA as follows: (a) Organization and Qualifications. The Recipient is duly organized, validly existing and in good standing under the state of its incorporation or organization, whichever is appropriate, and is authorized to conduct business in the state of Iowa. The Recipient has full and adequate power to own its property and conduct its business as now conducted, and is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature of the property owned or leased by it requires such licensing or qualifying, except where the failure to so qualify would not have a material adverse effect on the Recipient's ability to perform its obligations hereunder. (b) Authority and 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, other than Dubuque Bank & Trust, involved with the Project on the Contract Effective Date." (d) Financial Reports. The balance sheet of the Recipient furnished to IEDA fairly presents its financial condition as at said date in conformity with Generally Accepted Accounting Principles (GAAP) applied on a consistent basis. The Recipient has no contingent liabilities which are material to it, other than as indicated on such financial statements or, with respect to future periods, on the financial statements furnished to IEDA. (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 business, none of which individually or in the aggregate have been materially adverse. To the knowledge of the Recipient, there has been no material adverse change in the condition of the Recipient (fmancial or otherwise) or the prospects of the Recipient. (f) Full Disclosure; Recipient's Financial Assistance Application. The statements and other information furnished to the IEDA by Recipient in its Financial Assistance Application and in connection with the negotiation of this Contract do not contain any untrue statements of a material fact or omit a material fact necessary to make the material statements contained herein or therein not misleading. The IEDA acknowledges that as to any projections furnished to the IEDA, the Recipient only represents that the same were prepared on the basis of information and estimates it believed to be reasonable. (g) Trademarks, Franchises and Licenses. The Recipient owns, possesses, or has the right to use all necessary patents, licenses, franchises, trademarks, trade names, trade styles, copyrights, trade secrets, knowhow and confidential commercial and proprietary information to conduct its business as now conducted, without known conflict with any patent, license, franchise, trademark, trade name, trade style, copyright or other proprietary right of any other Person. As used in this Contract, `Person" means an Contract #12- IVF/TC -089 - 10 - Fmt Approved 12/10 individual, partnership, corporation, association, trust, unincorporated organization or any other entity or organization, including a government or agency or political subdivision thereof. (h) Governmental Authority and Licensing. The Recipient has received all licenses, permits, and approvals of all Federal, state, local, and foreign governmental authorities, if any, necessary to conduct its business, in each case where the failure to obtain or maintain the same could reasonably be expected to have a material adverse effect. No investigation or proceeding which, if adversely determined, could reasonably be expected to result in revocation or denial of any material license, permit, or approval is pending or, to the knowledge of the Recipient threatened. (i) Litigation and Other Controversies. There is no litigation or governmental proceeding pending, nor to the knowledge of the Recipient threatened, against the Recipient which if adversely determined would result in any material adverse change in the fmancial condition, properties, business or operations of the Recipient, nor is the Recipient aware of any existing basis for any such litigation or governmental proceeding. (j) Good Title. The Recipient has good and defensible title to (or valid leasehold interests in) all of its property involved with the Project (including, without limitation, the Secured Property if real property is a security for this Contract) reflected on the most recent balance sheets furnished to the IEDA (except for sales of assets in the ordinary course of business). (k) Taxes. All 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 fmancial condition, properties, business or operations of the Recipient. (o) Effective Date of Representations and Warranties. The warranties and representations of this Article are made as of the Contract Effective Date and shall be deemed to be renewed and restated by the Recipient at the time each request for disbursement of Award Funds is submitted to IEDA or each time Tax Benefits are claimed by the Recipient. Contract #12- IVF/TC-089 - 11 - Fmt Approved 12/10 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 IEDA by the Community in its Financial Assistance Application and in connection with the negotiation of this Contract do not contain any untrue statements of a material fact or omit a material fact necessary to make the material statements contained herein or therein not misleading. The IEDA acknowledges that as to any projections furnished to the IEDA, the Community only represents that the same were prepared on the basis of information and estimates it believed to be reasonable. (e) Governmental Authority and Licensing. The Community has received all licenses, permits, and approvals of all federal, state, local, and foreign governmental authorities, if any, necessary to perform its obligations under this Contract. No investigation or proceeding which, if adversely determined, could reasonably be expected to result in revocation or denial of any material license, permit, or approval is pending or, to the knowledge of the Community threatened. (f) Litigation and Other Controversies. There is no litigation or governmental proceeding pending, nor to the knowledge of the Community threatened, against the Community which if adversely determined would result in any material adverse change in the Community's ability to perform under this Contract nor is the Community aware of any existing basis for any such litigation or governmental proceeding. (g) No Event of Default. No Event of Default by the Community, as defined in Article 9, has occurred or is continuing. (h) Compliance with Laws. The Community is in compliance with the requirements of all federal, state and local laws, rules and regulations applicable to or pertaining to the operations of the Community and laws and regulations establishing quality criteria and standards for air, water, land and toxic or hazardous wastes or substances, non - compliance with which could have a material adverse effect on the financial condition, properties, business or operations of the Community. 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 Contract #12- IVF/TC -089 - 12 - FmtApproved 12/10 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 fmancial 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 IEDA 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 IEDA 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 IEDA 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, IEDA Completion At this point, IEDA in IEDA'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 Contract #12- IVF/TC -089 - 13 - FmtApproved 12/10 all other performance requirements described in this Contract. (e) Total Project Costs. By the Project Completion Date, Recipient shall have completed the Project with a Total Project Cost as detailed in Exhibit C - Description of the Project and Award Budget. (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 IEDA furnish a certificate setting forth in summary form the nature and extent of the insurance maintained pursuant to this Article. 7.3 Preserve Project and Protect Security. (a) Maintenance of Properties. The Recipient shall maintain, preserve and keep its properties in good repair, working order and condition (ordinary wear and tear excepted) and will from time to time make all needful and proper repairs, renewals, replacements, additions and betterments thereto so that at all 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 IEDA and prior written consent of IEDA, which shall not be unreasonably withheld, directly or indirectly: 1. Sell, transfer, convey, assign, encumber or otherwise dispose of any of the Secured Property 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. Contract #12- IVF/TC -089 - 14 - FmtApproved 12/10 4. Create, incur or permit to exist any lien of any kind on the Secured Property. 7.4 Recipient Changes. (a) No Changes in Recipient Operations. The Recipient shall not materially change the Project or the 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 IEDA prior to the change. (b) Changes in Recipient Ownership, Structure and Control. The Recipient shall not materially change the ownership, structure, or control of the business if it would adversely affect the Project. This includes, but is not limited to, entering into any merger or consolidation with any person, firm or corporation or permitting substantial distribution, liquidation or other disposal of assets directly associated with the Project. Recipient shall provide IEDA with advance notice of any proposed changes in ownership, structure or control. The materiality of the change and whether or not the change affects the Project shall be as reasonably determined by IEDA. 7.5 Required Reports. (a) Review of Reports. The Recipient shall prepare, sign and submit required reports, in the form and content required by IEDA, as specified in this Contract. (b) Reports. The Recipient shall prepare, sign and submit the following reports to the IEDA throughout the Contract period: Report Due Date Annual Project Status Report July 31s` for the period ending June 30th The Annual Project Status Report will collect information from the Recipient about the status of the Project. End of Project Report Within 30 days of Project Completion Date The End of Project Report will collect information from the Recipient about the completed Project. 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 IEDA. The IEDA reserves the right to require more frequent submission of reports if, in the opinion of the IEDA, more frequent submissions would provide needed information about Recipient's Project performance, or if necessary in order to meet requests from the Iowa General Assembly, the Department of Management or the Governor's office. At the request of IEDA, Recipient shall submit its annual financial statements completed by an independent CPA, or other fmancial statements including, but not limited to, income, expense, and retained earnings statements. 7.6 Compliance with Laws. Contract #12-IVF/TC-089 - 15 - Fmt Approved 12/10 (a) State, local and federal laws. Recipient shall comply in all material respects with the requirements of all applicable federal, state and local laws, rules, regulations and orders. (b) Environmental laws. Recipient shall comply in all material respects with all applicable environmental, hazardous waste or substance, toxic substance and underground storage laws and regulations, and the Recipient shall obtain any permits or, licenses and shall acquire or construct any buildings, improvements, fixtures, equipment or its property required by reason of any applicable environmental, hazardous waste or substance, toxic substance or underground storage laws or regulations. (c) Nondiscrimination laws. Recipient shall comply in all material respects with all applicable federal, state, and local laws, rules, ordinances, regulations and orders applicable to the prevention of discrimination in employment, including the administrative rules of the Iowa Department of Management and the Iowa Civil Rights Commission which pertain to equal employment opportunity and affirmative action. (d) Worker rights and safety. The Recipient shall comply in all material respects with all applicable federal, state and local laws, rules, ordinances, regulations and orders applicable to worker rights and worker safety. (e) Immigration laws. Recipient shall only employ individuals legally authorized to work in this state. In addition to any and all other applicable penalties provided by current law, all or a portion of the Award is subject to recapture by IEDA if Recipient is found to employ individuals not legally authorized to work in the state of Iowa. (f) Compliance with IEDA's Administrative Rules. Recipient shall comply with IEDA's administrative rules for the programs providing assistance to the Project and rules governing administration of this Contract. 7.7 Inspection and Audit. The Recipient shall permit the IEDA and its duly authorized representatives, at such reasonable times and reasonable intervals as the IEDA may designate, to: (a) Conduct site visits and inspect the Project. (b) Audit fmancial records related to the Project. (c) Examine and make copies of the books of accounts and other financial records of the Recipient related to the Project. (d) Discuss the affairs, finances and accounts of the Recipient with, and to be advised as to the same by, its officers, and independent public accountants (and by this provision the Recipient authorizes such accountants to discuss with the IEDA and the IEDA's duly authorized representatives the finances and affairs of the Recipient). 7.8 Maintenance and Retention of Records. (a) Maintain Accounting Records. The Recipient is required to maintain its books, records and all other evidence pertaining to this Contract in accordance with GAAP and such other procedures specified by IEDA. (b) Access to Records. Records to verify compliance with the terms of this Contract shall be available at all times, and made available to IEDA and its designees at places and times designated by IEDA, for the duration of this Contract and any extensions thereof. Recipient shall make its records available to: (i) Contract #12- IVF/TC-089 - 16 - Fmt Approved 12/10 IEDA; (ii) IEDA's internal or external auditors, agents and designees; (iii) the Auditor of the State of Iowa; (iv) the Attorney General of the State of Iowa; and (v) the Iowa Division of Criminal Investigations and any other applicable law enforcement agencies. (c) Records Retention Period. Recipient shall retain the records for a period of three (3) years from the Contract End Date, unless the records are the subject of an audit, investigation, or administrative or legal proceeding. In those instances, the records shall be retained until the audit, investigation or proceeding has been resolved. 7.9 Required Notices from Recipient to IEDA. (a) Notice ofMajor Changes. The Recipient shall promptly provide IEDA with written notice of any major changes that would impact the success of the Project. (b) Notice ofMeetings. The Recipient shall notify IEDA 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 IEDA with copies of the agenda and minutes of such meetings and expressly agrees that a representative of IEDA 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 IEDA immediately after and shall immediately provide IEDA 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 IEDA 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 IEDA, the State of Iowa, its departments, divisions, agencies, sections, commissions, officers, employees and agents from and against all losses, liabilities, penalties, fines, damages and claims (including taxes), and all related costs and expenses (including reasonable attorneys' fees and disbursements and costs of investigation, litigation, 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 IEDA, its auditors, agents or designees, the Auditor of the State of Iowa, or similar authorized governmental entity to be unallowable under the terms of this Contract. ARTICLE 8: COVENANTS OF THE COMMUNITY Contract #12- IVF/TC-089 - 17 - Fmt Approved 12/10 For the duration of this Contract, the Community covenants to IEDA as follows: 8.1 Local Match. The Community shall provide the local financial assistance for the Project as described in Exhibit C, Project Description and Award Budget. 8.2 Notice to IEDA. In the event the Community becomes aware of any material alteration in the Project, initiation of any investigation or proceeding involving the Project, change in the Recipient' ownership, structure or operation, or any other similar occurrence, the Community shall promptly provide written notice to IEDA. ARTICLE 9: DEFAULTS AND REMEDIES 9.1 Default 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 IEDA; or 7. Judgment. Any judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes entered or filed against the Recipient or against any of its property and remains unvacated, unbonded or unstayed for a period of 30 days which materially and adversely affects Recipient's ability to perform its obligations under this Contract; or 8. Adverse Change in Financial Condition. Any change 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- IVF/TC -089 - 18 - FmtApproved 12/10 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. IEDA 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 IEDA has reasonable cause to believe that an Event of Default has occurred under this Contract, IEDA shall issue a written Notice of Default to the Recipient, setting forth the nature of the alleged default in reasonable specificity, and providing therein a reasonable period of time, which shall not be fewer than thirty (30) days from the date of the Notice of Default, in which the Recipient shall have an opportunity to cure, provided that cure is possible and feasible. (c) Remedies Available to IEDA. When an Event of Default has occurred and is not cured within the required time period, IEDA may, after written notice to Recipient: 1. Terminate this Contract. 2. Suspend or reduce pending and future disbursements. 3. Declare 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- IVF/TC -089 - 19 - Fmt Approved 12/10 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, IEDA 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 $2,500.00 per unfilled job. This per job rate is calculated as follows: $80,000 Forgivable Loan Award Amount divided by 32 jobs to be created. For example, if the Recipient is short by 10 jobs the amount to be repaid is $2,500.00 per job multiplied by 10, for a total due of $25,000.00. Penalty interest shall apply as described in paragraph 9.1(e). Upon repayment of the amount due, IEDA will reduce the Recipient's Employment Base. This reduced Employment Base must be maintained through the Maintenance Period Completion Date. 2. 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, IEDA 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 IEDA. (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 IEDA all expenses reasonably incurred or paid by IEDA 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 -089 - 20 - FmtApproved 12/10 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 IEDA has reasonable cause to believe that an Event of Default has occurred under this Contract, IEDA shall issue a written Notice of Default to the Community, setting forth the nature of the alleged default in reasonable specificity, and providing therein a reasonable period time, which shall not be fewer than thirty (30) days from the date of the Notice of Default, in which the Community shall have an opportunity to cure, provided that cure is possible and feasible. (c) Remedies Available to IEDA. When an Event of Default by Community has occurred and is not cured within the required time period, IEDA may, after written notice to Community: 1. Suspend or reduce pending and future disbursements to Community. 2. Require repayment by Community for the amount of local fmancial 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 IEDA all expenses reasonably incurred or paid by IEDA including reasonable attorneys' fees and court costs, in connection with any Default or Event of Default by the Community or in connection with the enforcement of any of the terms of this Contract. ARTICLE 10: MISCELLANEOUS. 10.1 State of Iowa Recognition. If the Project involves construction and there is signage recognizing the fmancial contributions made to the Project the Recipient agrees to include the Iowa Economic Development Authority 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 IEDA. 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-089 - 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 IEDA, the State of Iowa or its members, officers, employees or agents. (c) This Contract and the rights and duties of the parties hereto shall be governed by, and construed in accordance with the internal laws of the State of Iowa without 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) JEDA Board review. Requests to amend this Contract shall be processed by IEDA in compliance with the IEDA Board's rules and procedures applicable to contract amendments. 10.4 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: Heartland Financial USA, Inc. Nelson Klavitter 1398 Central Avenue Dubuque, IA 52001 E -mail: nklavitter@htlf.com Telephone: 563.589.2158 Facsimile: 563.584.2573 Dubuque Bank & Trust Bret Tuley, VP Operations & Trust Dubuque Bank & Trust 1398 Central Avenue Dubuque, IA 52001 E -mail: btuley @dubuquebank.com Telephone: 563.5 84.2547 To the JEDA at: Iowa Economic Development Authority Compliance 200 East Grand Avenue Des Moines, Iowa 50309 Attention: Business Development - Compliance E -mail. Compliance @iowa.gov Telephone: 515.725.3 000 Facsimile: 515.725.3 010 Contract #12- IVF/TC -089 - 22 - Fmt Approved 12/10 To the Community at: City of Dubuque David Heiar, Economic Development Director 50 West 13th Street Dubuque, IA 52001 E -mail: dheiar @cityofdubuque.org Telephone: 563.589.4393 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 IEDA shall have the authority to reasonably assess whether the Recipient has complied with the terms of this Contract. Any IEDA determinations with respect to compliance with the provisions of this Contract shall be deemed to be fmal determinations pursuant to Iowa Code Chapter 17A, Iowa Administrative Procedure Act. 10.7 Waivers. No waiver by IEDA of any default hereunder shall operate as a waiver of any other default or of the same default on any future occasion. No delay on the part of the IEDA m exercising any right or remedy hereunder shall operate as a waiver thereof. No single or partial exercise of any right or remedy by IEDA shall preclude future exercise thereof or the exercise of any other right or remedy. 10.8 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 IEDA and the benefit of their respective successors and assigns. Contract #12- IVF/TC -089 - 23 - Fmt Approved 12/10 10.12 Nonassi2nment. This Contract shall not be assigned, in whole or in part, by Recipient unless approved in writing by IEDA. 10.13 Termination. This Contract can be terminated under each of the following circumstances: (a) Agreement of the Parties. Upon written agreement of the Recipient, the Community and IEDA. (b) Unremedied Event of Default. As a result of the Recipient's or Community's unremedied Event of Default pursuant to Article 9. (c) Termination or reduction in funding to IEDA. As a result of the termination or reduction of funding to IEDA as provided in Article 4.4(c). 10.14 Documents Incorporated by Reference. The following documents are incorporated by reference and considered an integral part of this Contract: 1. Exhibit A - 2. Exhibit B -1 3. Exhibit B -4 Recipient's Financial Assistance Application (on file with IEDA), Application # 12- 100 -010 and 12 -EZ -017 Enterprise Zone Special Conditions Grow Iowa Values Fund 100% Wage Component Special Conditions 4. Exhibit C - Description of the Project and Award Budget 5. Exhibit D - Job Obligations 6. Exhibit E- Irrevocable Letter of Credit 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 - 3. Exhibit B -1 4. Exhibit B -4 Recipient's Financial Assistance Application (on file with IEDA), Application # 12- 100 -010 and 12 -EZ -017 Enterprise Zone Special Conditions Grow Iowa Values Fund 100% Wage Component Special Conditions 5. Exhibit C - Description of the Project and Award Budget 6. Exhibit D - Job Obligations 7. Exhibit E - Irrevocable Letter of Credit 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. Contract #12- IVF/TC -089 - 24 - FmtApproved 12/10 -This space intentionally left blank, signature page follows - Contract #12- IVF/TC -089 - 25 - 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 IEDA: BY: Deborah V. Durham, Director Date FOR RECIPIENT: HEARTLAND FINANCIAL . A, INC. DUBUQUE BANK AND TRUST COMPANY Signature SQ» (/UE PCIFs Typed Name and Title 1 / —1 -l2 Date FOR THE MMUNITY: BY: 10„ Signature Roy D. Buol, Mayor Typed Name and Title Date Contract 1412- IVF/TC -089 - 26 - BY: Signature 3i -r -rT« y /VP Op ro -l-to Typed Name and Title Date FM Approved 12/10 LIST OF EXHIBITS Exhibit A - Recipient's Financial Assistance Application (on file with IEDA), Application # 12- 100 -010 and 12 -EZ -017 Exhibit B -1 Enterprise Zone Program Special Conditions Exhibit B -4 Grow Iowa Values Fund 100% Wage Component Special Conditions Exhibit C - Description of the Project and Award Budget Exhibit D - Job Obligations Exhibit E - Irrevocable Letter of Credit Exhibit F - Promissory Note(s) Contract #12- IVF/TC -089 - 27 - Fmt Approved 12/10 EXHIBIT B — 1 Enterprise Zone Program Special Conditions to Contract # 12- IVF /TC -089 The following additional terms shall apply to the Contract: SECTION 1: ADDITIONAL DEFINITIONS. The following additional terms are defined in this Contract as follows: "Capital Investment" means the investment spent on depreciable assets. The minimum Capital Investment required for this Project is as stated in Section 2 of this Exhibit. The allowable categories of expenditures for purposes of calculating Capital Investment are described in IEDA's administrative rule 261 IAC 174.10. "Investment Qualifying for the Tax Credit" means new investment directly related to jobs created or retained by the start -up, location, expansion or modernization for this Project. 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 IEDA's administrative rule 261 IAC 174.10. "Qualifying Investment for Tax Credit Program" means the statutorily- required minimum investment amount that must be met and maintained by the Recipient to receive Enterprise Zone 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 for Tax Credit Program threshold. The categories of expenditures that can be included for purposes of meeting and maintaining statutorily- required investment requirements are described in IEDA'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 Enterprise Zone Program, based on the minimal investment requirements described herein: $96,670. 2.2 Minimum Investment Requirements. As a condition of receiving Tax Benefits, the Rec shall meet the following minimum investment requirements: (a) Capital Investment. $ 1,720,000 (b) Qualifying Investment for Tax Credit Program. $ 2,127,991 (c) Investment Qualifying for Tax Credits. $ 1,727,991 p ent 2.3 Additional Tax Benefits. The Recipient is eligible for additional incentives pursuant to Iowa Code section 15E.196 (2011 Supplement) pursuant to its participation in the Enterprise Zone 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. Supplemental New Jobs Credit. Additional funds for training new employees (1.5% withholding for 10 years) $ 58,870 0 Yes No Contract # 12- IVF/TC -089 Exhibit B -1, Page 1 FmtApproved 12/10 Authorized Benefits Included in Award Maximum Amt. Refund of Sales, Service, and Use Taxes. Refund of sales, service, and use taxes paid to contractors or subcontractors during construction. $ 37,800 a Yes No Refund of Sales Taxes Attributable to Racks, Shelving, and Conveyor Equipment ❑ Yes $ 0 No Investment Tax Credit (10 %) fl Yes $ 0 a No Research Activities Credit. fl Yes $ 0 0 No Local Property Tax Exemption Provided by Community fl Yes $ 0 ./ No 2.4 Conditions for Authorized Benefits. The Recipient is responsible to seek these additional benefits through processes described in the applicable statues and corresponding administrative rules, ordinances and procedures. The following conditions shall apply to the benefits described in section 2.3 of this Exhibit. (a) Supplemental New Jobs Credit. As provided in the Iowa Code section 15E.197, the Recipient is eligible to claim a supplemental new jobs credit from withholding in the amount equal to 11/2 percent of the gross wages paid by the Recipient. The supplemental new jobs credit available under this program is in addition to and not in lieu of the program and withholding credit of 11/2 percent authorized under Iowa Code chapter 260E. Additional new jobs created by the Project, beyond those that were agreed to in Exhibit D — Job Obligations, are eligible for the additional 1 % percent withholding credit as long as those additional jobs meet the local Enterprise Zone wage eligibility criteria and are an integral part or a continuation of the Project. Approval and administration of the supplemental new jobs credit shall follow existing procedures established under Iowa Code Chapter 260E. (b) Refund Of Sales, Service And Use Taxes Paid To Contractors Or Subcontractors. The Recipient is eligible for a refund of sales, service and use taxes paid to contractors and subcontractors as authorized in Iowa Code section 15E.196 (2011 Supplement) and described in Iowa Code section 15.331A (2011 Supplement). 1. The Recipient may apply for a refund of the sales and use taxes paid under Iowa Code chapters 422 and 423 for gas, electricity, water or sewer utility services, goods, wares, or merchandise, or on services rendered, furnished, or performed to or for a contractor or subcontractor and used in the fulfillment of a written contract relating to the construction or equipping of a facility of the Recipient. 2. Taxes attributable to intangible property and furniture and furnishings shall not be refunded. 3. To receive a refund of the sales, sery ice and use taxes paid to contractors or subcontractors, the Recipient must: i. Inform the Iowa Department of Revenue (IDR) in writing within two weeks of project completion. For purposes of claiming this refund, "project completion" Contract # 12- IVF/TC -089 Exhibit B -1, Page 2 FmtApproved 12/10 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, make an application to the Department of Revenue. (c) Reserved. (d) Reserved. (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: 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. By the Project Completion Date and through the Maintenance Completion Period Date, the Recipient shall pay no less than the 90% Qualifying Wage Threshold as stated in Exhibit D — Job Obligations for the Created Jobs and/or Retained Jobs. For purposes of measuring compliance with the Job Obligations of this Contract, IEDA will only count those jobs that meet or exceed the 90% Qualifying Wage Threshold. 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 - Enterprise Zone 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. IEDA will determine if the Recipient has meet the terms of this Contract. If there is an unremedied Event of Default, IEDA will provide written notice 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: Contract # 12- IVF/TC -089 Exhibit B -1, Page 3 FmtApproved 12/10 (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. 1. The percentage to be repaid is calculated based on the number of jobs that are at or above the Qualifying Wage Threshold. 2. If the Recipient has met 50 percent or less of the requirement, the Recipient shall repay the same percentage in benefits as the Recipient failed to create in jobs. 3. If the Recipient has met more than 50 percent but not more than 75 percent of the requirement, the Recipient shall repay one -half of the percentage in benefits as the Recipient failed to create in jobs. 4. If the Recipient has met more than 75 percent but not more than 90 percent of the requirement, the Recipient shall repay one - quarter of the percentage in benefits as the Recipient failed to create in jobs. 5. If the Recipient has not met the minimum job creation requirement of ten (10) Created or Retained FTE Jobs, the Recipient shall repay all of the incentives and assistance that it has received. 6. Upon repayment of the amount due, IEDA will reduce the Recipient's Employment Base. This reduced employment base must be maintained through the Maintenance Period Completion Date. (b) 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 1 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) Wages and benefits. If the Recipient fails to comply with the Qualifying Wage Threshold or Sufficient Benefit requirements, Recipient shall not receive Enterprise Zone benefits for each year during which the Recipient is not in compliance. (e) Capital Investment. If Recipient does not meet the Capital Investment requirement described in Section 2 of this Exhibit, 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 requirement, the Recipient shall repay the same percentage in benefits as the Recipient failed to invest. Contract # 12- IVF/TC -089 Exhibit B -1, Page 4 FmtApproved 12/10 2. If the Recipient has met more than 50 percent but not more than 75 percent of the requirement, the Recipient shall repay one -half of the percentage in benefits as the Recipient failed to invest. 3. If the Recipient has met more than 75 percent but not more than 90 percent of the requirement, the Recipient shall repay one - quarter of the percentage in Tax Benefits as the Recipient failed to invest. 4. If the Recipient has not met the minimum Enterprise Zone Program investment requirement of $500,000, the Recipient shall repay all of the Tax Benefits that it has received plus any penalty interest assessed by IDR. 0) RepaymentAmountlfFailure of Two or More Reasons Listed Above. If the Recipient has not met two or more of the specific circumstances listed above, IEDA will calculate the percentage owing for each. The highest of these amounts shall be the amount Recipient shall repay to IDR. Contract # 12- IVF/TC -089 - End of Exhibit B —1 - Exhibit B -1, Page 5 FmtApproved 12/10 EXHIBIT B — 4 Grow Iowa Values Fund 100% Wage Component Special Conditions to Contract # 12- IVF /TC -089 The following additional terms shall apply to the Contract: SECTION 1: TERMS OF THE AWARD. 1.1 Description of Award. $160,000 of the Award shall be from the Grow Iowa Values Fund 100% Wage Component. 1.2 Form of Assistance. The Award, or portion thereof, made through the Grow Iowa Values Fund 100% 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: $ 80,000. 2. Interest Rate: 0 %; interest shall accrue from the date of first disbursement of funds. 3. Term. 60 months. 4. Promissory Note. The obligation to repay the Loan shall be evidenced by a Promissory Note executed by the Recipient. 5. Prepayment. The outstanding principal and accrued interest of this Loan may be prepaid in part or in full at any time without penalty. 6. Acceleration upon Default. If there is a failure to pay any installment of principal and interest when due, or only a portion is paid, or in the event of any other Event of Default under this Contract, the IEDA 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: $ 80,000. 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 -089 Exhibit B -4, Page 1 FmtApproved 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 IEDA 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 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. 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: (a) For the Created Jobs, pay at least 100% of the Qualifying Wage Threshold by the Project Completion Date, and at least 100% of the Qualifying Wage Threshold throughout the Maintenance Period. (b) For the Retained Jobs, pay at least 100% 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 FTE wage the Sufficient Benefits Credit as shown in Exhibit D, Job Obligations. This value shall be credited against the amount of the 100 percent Qualifying Wage Threshold requirement that the Recipient is required to meet. For purposes of measuring compliance with the Job Obligations of this Contract, IEDA will only count those jobs that meet or exceed the 100% Qualifying Wage Threshold at the Project Completion Date and through the Maintenance Period Completion Date. Contract # 12- IVF/TC -089 Exhibit B -4, Page 2 FmtApproved 12/10 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 -089 - End of Exhibit B — 4 - Exhibit B -4, Page 3 FmtApproved 12/10 DESCRIPTION OF THE PROJECT AND AWARD BUDGET (EXHIBIT C) Name of Recipient: Name of Community: Contract Number: Heartland Financial USA, Inc. and Dubuque Bank & Trust City of Dubuque 12 -IV FIT C -089 PROJECT DESCRIPTION Heartland Financial USA, Inc. will design space and construct offices (26,322 s.f.) of the historic downtown Roshek Building. Heartland Financial USA, Inc. will relocate employees from 2 Dubuque locations. SOURCE OF FUNDS IEDA Programs 100% Component 100% Component EZ Component Business Amount $80,000 $80,000 $1,977,991 SUBTOTAL $2,137,991 SUB TOTAL TOTAL ALL FUNDS ' $37,800 estimated benefit value Source of Funds TIF Rebate Tax Abatement 260E Job Training In -Kind Contributions RISE RED Other Total Other Funding $0 $2,137,991 AWARD BUDGET Forgivable Loan Loan 'See Below Internal Capital USE OF FUNDS Cost *Land Acquisition *Site Preparation *Building Acquisition *Building Construction *Building Remodeling *Lease Payments: year 2 *Lease Payments: year 3 *Mfg Machinery and Equipment Other Machinery and Equipment Racking, Shelving, etc. *Computer Hardware Computer Software *Furniture and Fixtures Working Capital Research and Development Job Training SUBTOTAL * included as capital imestrn ent if awarded tax credit program Other Funding Total Amount Form/Term SUBTOTAL $1,260,000 $197,415 $210,576 $60,000 $10,000 $400,000 $2,137,991 90 $2,137,991 Used as Match $190,584.00 Landlord decrease MIT costs Yes $190,646.00 $184,254.00 1st year base rent no charge Yes Frnt Approved 111139 Contract # 12- IVF/TC -089 FrntApproved 12/10 EXHIBIT D — JOB OBLIGATIONS Recipient: Heartland Financial USA, Inc. and Dubuque Bank & Trust Community: City of Dubuque Contract Number: 12- IVF /TC -089 This Project has been awarded benefits from the 100% Component and Enterprise Zone (EZ) tax credit program. The chart below outline the contractual job obligations related to this Project. Data in the "Employment Base" column has been verified by the Authority and reflects the employment characteristics of the facility receiving funding before this award was made. Jobs to be retained as a part of this Project must be included in these calculations. Data in the "Jobs To Be Created" column outlines the new 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. JOB OBLIGATIONS Project Completion Date: June 30, 2015 Maintenance Period Completion Date. June 30, 2017 Employment Base Jobs To Be Created Total Job Obligations Total employment at project location 219 50 255 Average Wage of total employment at project location $26.79 Qualifying wage threshold requirement (per hr) $15.78 (100 %) Sufficient Benefits Credit ( per hr) N/A 1 I Number of jobs at or above qualifying wage 135 32 167 Average Wage of jobs at or above qualifying wage $34.91 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, IEDA will consider "Full -time Equivalent (FTE) Job " to mean the employment of one person for 8 hours per day for a 5 -day, 40 -hour workweek for 52 weeks per year, including paid holidays, vacations and other paid leave. ❑ The Recipient shall use an alternative work week for purposes of its employees described in the Contract. The alternative work week is as follows: [description]. Contract # 12- IVF/TC -089 FmtApproved 12/10 EXHIBIT E Irrevocable Letter of Credit The Irrevocable Letter of Credit shall follow this page and shall be Exhibit E to the Contract. Contract # 12- IVF/TC -089 FmtApproved 09/10 EXHIBIT F — PROMISSORY NOTE FORGIVABLE LOAN Recipient: Heartland Financial USA, Inc. and Dubuque Bank & Trust Community: City of Dubuque Contract Number: 12- IVF /TC -089 PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned promises, in the event this Forgivable Loan is not forgiven, to jointly and severally pay to the order of the IOWA ECONOMIC DEVELOPMENT AUTHORITY, at its office at 200 East Grand, Des Moines, Iowa 50309, the sum of EIGTHY THOUSAND DOLLARS ($80,000) 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 -089 ( "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. HEARTLAND FINANCIAL USA, INC. DUBUQUE BANK & TRUST By: By: Print or Type Name, Title Address: 1398 CENTRAL AVENUE DUBUQUE, IA 52001 Print or Type Name, Title Address: 1398 CENTRAL AVENUE DUBUQUE, IA 52001 Date: Date: EXHIBIT F — PROMISSORY NOTE LOAN Recipient: Heartland Financial USA, Inc. and Dubuque Bank & Trust Community: City of Dubuque Contract Number: 12- IVF /TC -089 PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned promises to jointly and severally pay to the order of the IOWA ECONOMIC DEVELOPMENT AUTHORITY, at its office at 200 East Grand, Des Moines, Iowa 50309, the sum of EIGHTY THOUSAND DOLLARS ($80,000) with interest thereon at ZERO PERCENT (0 %) to be paid as follows: Sixty (60) monthly payments of $1,333.33 beginning on the first day of the fourth month from the date Award funds are disbursed. Final payment may vary depending upon dates payments are received. Interest shall first be deducted from the payment and any balance shall be applied on principal. Upon default in payment of any interest, or any installment of principal, the whole amount then unpaid shall become immediately due and payable at the option of the holder. The undersigned, in case of suit on this note, agrees to pay on demand all costs of collection, maintenance of collateral, legal expenses, and attorneys' fees incurred or paid by the holder in collecting and /or enforcing this Note on default. This note shall be secured by the Security specified in the Contract. Makers, endorsers and sureties waive demand of payment, notice of non - payment, protest and notice. Sureties, endorsers and guarantors agree to all of the provisions of this note, and consent that the time or times of payment of all or any part hereof may be extended after maturity, from time to time, without notice. HEARTLAND FINANCIAL USA, INC. DUBUQUE BANK & TRUST By: By: Print or Type Name, Title Address: 1398 CENTRAL AVENUE DUBUQUE, IA 52001 Print or Type Name, Title Address: 1398 CENTRAL AVENUE DUBUQUE, IA 52001 Date: Date: