IEDA_Rousselot Dubuque, Inc. Contract AmendmentMasterpiece on the Mississippi
Dubuque
kital
All- America City
II 111!
2012
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Iowa Economic Development Authority Assistance Contract for Rousselot,
Dubuque, Inc.
DATE: April 10, 2013
Economic Development Director Dave Heiar recommends City Council approval of an
amended contract with the Iowa Economic Development Authority for financial
assistance on behalf of Rousselot, Dubuque, Inc. for a $16.3 million 9,000 square foot
expansion of their facility at 2350 Kerper Boulevard. The amendment changes the pre -
expansion employment base from 75 employees to 72 employees.
On August 6, 2012, the City Council authorized submittal of an application to the Iowa
Economic Development Authority for financial assistance in the form of a sales tax
rebate. A tax increment financing rebate was pledged as a local match.
The City's local match of a property tax rebate is estimated at approximately $180,000 over
ten years, in accordance with a Development Agreement executed between the City and
Rousselot on January 22, 2013.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
brit44 krt., italy,
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
TO: Michael Van Milligen, City Manager
FROM: David Heiar, Economic Development Director
SUBJECT: Iowa Economic Development Authority Assistance Contract for
Rousselot, Dubuque, Inc.
Dubuque
teal
AlklmericaCiry
'1111'
2012
DATE: April 9, 2013
INTRODUCTION
This memorandum presents for City Council review and approval a resolution authorizing a
contract with the Iowa Economic Development Authority (IEDA) for financial assistance on
behalf of Rousselot, Dubuque, Inc. for an expansion of their facility. The contract and an
associated amendment are attached.
BACKGROUND
Rousselot, with 13 manufacturing plants worldwide, produces gelatin for the food and
pharmaceutical industries. Gelatin is used to produce edible items such gummy bears,
marshmallows, and gel capsules. The Dubuque facility has been in operation at its current
location since 1968.
Rousselot, plans to invest $16.3 million in a 9,000 square foot expansion to its facility at
2350 Kerper Boulevard, which will increase production capacity 40% by the end of a three
year period. There will be expansions to existing buildings, relocation of silos and tanks,
new equipment installations, and additional utilities. The expansion project will create ten
(10) new positions.
On August 6, 2012, the City Council authorized submittal of an application to the Iowa
Economic Development Authority (I EDA) for financial assistance in the form of a sales tax
rebate. A tax increment financing rebate was pledged as a local match.
The IEDA approved the application for financial assistance, pending the execution of
Economic Development Assistance Contract 13 -TC -006. The original application stated
that Rousselot would create ten (10) jobs within three years from the August 17, 2012
award date. The pre- expansion employment base was set at 75 employees, based on
initial correspondence between Rousselot and the IEDA. However after receipt of the
formal contract documents in December 2012, Rousselot requested an adjustment in the
base total to 70 employees due to corporate directives and restructuring. The IEDA
approved the attached contract amendment on March 22 with a base of 72 employees.
DISCUSSION
The contract, as modified, requires Rousselot reach a total of 82 jobs in Dubuque by
August 2015, and maintain those positions for an additional two years. Those positions
must earn, at a minimum, the qualifying 90% labor shed wage threshold of $14.48 per hour.
Additionally, Rousselot must make a minimum capital investment of $16.3 million.
The City's local match of a property tax rebate is estimated at approximately $180,000 over
ten years, in accordance with a Development Agreement executed between the City and
Rousselot on January 22, 2013.
The IEDA contract provides Rousselot a maximum of $150,000 in a refund of sales, service
and use taxes paid to contractors or subcontractors during construction. Additionally, up to
$15,562 in a new jobs credit has been approved.
RECOMMENDATION
I recommend that the City Council approve the Economic Development Assistance
Contract 13 -TC -006 as amended between Rousselot Dubuque, Inc., the City of
Dubuque, and the Iowa Economic Development Authority.
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 \Rousselot \EZ\20130409 IEDA Contract Approval Council memo.docx
2
RESOLUTION NO. 113 -13
A RESOLUTION APPROVING AN ECONOMIC DEVELOPMENT ASSISTANCE
CONTRACT BY AND AMONG ROUSSELOT DUBUQUE, INC., THE CITY OF DUBUQUE
AND THE IOWA ECONOMIC DEVELOPMENT AUTHORITY
Whereas, Rousselot, Inc. has proposed a $16 million expansion of its Dubuque
facility; and
Whereas, the City of Dubuque submitted an application for state financial assistance
on behalf of Rousselot, Inc. on August 6, 2012; and
Whereas, the Iowa Economic Development Authority (IEDA) approved the
application, pending the execution of Economic Development Assistance Contract 13 -TC-
006 between Rousselot, Dubuque Inc., the City of Dubuque and the IEDA; and
Whereas, an amendment to the Contract was approved by the IEDA on March 22,
2013, reflecting a revision of the base number of jobs at Rousselot, prior to the expansion,
from 75 to 72; and
Whereas, the City Council finds that the proposed contract and amendment 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 Contract Number 13 -TC -006 as amended with Rousselot, Dubuque,
Inc. and the Iowa Economic Development Authority is 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 15th day of April, 2013.
Attest:
. Firnstahl, City erk
F: \USERS \Econ Dev \Rousselot \EZ\20130409 Resolution Approving IEDA contract.docx
7 Roy D. Buol, Mayor
ECONOMIC DEVELOPMENT
ASSISTANCE CONTRACT
BY
ROUSSELOT DUBUQUE, INC.,
THE CITY OF DUBUQUE,
AND THE
IOWA ECONOMIC DEVELOPMENT AUTHORITY
CONTRACT NUMBER: 13 -TC -006
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 - Recipient's Financial Assistance Application (on file with IEDA), Application #
13 -EZ -001
Exhibit B -1 Enterprise Zone Program Special Conditions
Exhibit C - Description of the Project and Award Budget
Exhibit D - Job Obligations
Exhibit E - Reserved
Exhibit F - Reserved
Contract # 13- TC-006 - 2
Fmt Approved 12/10
Economic Development
Assistance Contract
RECIPIENT: ROUSSELOT DUBUQUE, INC.
COMMUNITY: CITY OF DUBUQUE
CONTRACT NUMBER: 13 -TC -006
AWARD DATE: AUGUST 17, 2012
AWARD AMT. — TAX INCENTIVES $165,562
This ECONOMIC DEVELOPMENT 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 Rousselot Dubuque, Inc. (Recipient), 2350 Kerper Blvd, 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 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 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 # 13- TC-006 - 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.
"Base Employment Level" means the number of full -time equivalent positions at a business, as
established by the authority and a business using the business's payroll records, as of the date a business
applies for tax incentives or project completion assistance. The number of jobs the business has pledged
to create and retain shall be in addition to the base employment level.
"Benefits" means nonwage compensation provided to an employee. Benefits include medical and dental
insurance plans, pension, retirement, and profit- sharing plans, child care services, life insurance coverage,
vision insurance coverage, and disability insurance coverage.
"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 job" means a new, permanent, full -time equivalent (FTE) position added to a business's
payroll in excess of the base employment level at the time of application for tax incentives or project
completion assistance.
"Full-time equivalent job" or `full- time" means the employment of one person:
Contract # 13- TC-006 - 4
Fmt Approved 12/10
1. For 8 hours per day for a 5 -day, 40 -hour workweek for 52 weeks per year, including paid holidays,
vacations and other paid leave; or
2. The number of hours or days per week, including paid holidays, vacations and other paid leave,
currently established by schedule, custom, or otherwise, as constituting a week of full -time work for the
kind of service an individual performs for an employing unit, provided that the number of hours per week
is at least 32 hours per week for 52 weeks per year including paid holidays, vacations, and other paid
leave.
For purposes of this definition, "employment of one person" means the employment of one natural
person and does not include `job sharing" or any other means of aggregation or combination of hours
worked by more than one natural person.
`Job Obligations" means the jobs that must be created or retained as a result of a project's receiving
state or federal financial assistance, project completion assistance, or tax incentives from the authority and
that are required to meet the qualifying wage threshold requirements. Recipients job obligations are
specified in Exhibit D of this contract. Jobs that do not meet the qualifying wage threshold requirements
shall not be counted toward a business's job creation or job retention obligations contained in Exhibit D.
The job obligations in Exhibit D include the business's base employment level and the number of new
jobs required to be created above the base employment level.
"Laborshed Wage" means the qualifying wage threshold applicable to recipient's project as
calculated pursuant to rule 261 -173.2 and 261 - chapter 174 and as specified in Exhibit D of this contract.
"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 on which the Maintenance Period ends. The
specific date on which the project maintenance period ends is identified in Exhibit D.
"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" means the date by which a recipient of incentives or assistance has
agreed to meet all the terms and obligations contained in this agreement. The project completion date will
be a date on which the project must be completed, all incented jobs must be created or retained, and all
other applicable requirements must be met. The specific date on which the project completion period
ends is identified in Exhibit D.
"Project Completion Assistance" means financial assistance or technical assistance provided to an
eligible business in order to facilitate the start -up, location, modernization, or expansion of the business in
this state and provided in an expedient manner to ensure the successful completion of the start -
up,location, modernization, or expansion project.
"Project Completion Period" means the period of time between the date fmancial assistance is
awarded (the "award date ") and the project completion date.
"Qualifying Jobs" are those Created or Retained Jobs that meet or exceed the Qualifying Wage
Threshold Requirement established to qualify for program funding for the programs providing assistance
to this Project.
"Qualifying Wage Threshold" means the laborshed wage as calculated by IEDA pursuant to statute
and rule for each program that is providing financial assistance or tax credit incentives for this Project.
The Qualifying Wage Threshold Requirement for this Project is outlined in Exhibit D, Job Obligations.
Contract # 13- TC-006
Fmt Approved 12/10
"Retained Job" means an existing job that meets the Qualifying Wage Threshold Requirements and
would be eliminated or moved to another state if the Project did not proceed in Iowa.
"Sufficient Benefits " means that the employer offers to each full -time equivalent permanent position a
benefits package that meets one of the following:
1. The employer 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 employer pays 50 percent of the premium costs for a standard medical and dental plan for
employee family coverage with a $1,500 maximum deductible; or
3. The employer 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.
"Tax Incentives" 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:
TAX INCENTIVES
Enterprise Zone Program
Tax Incentives
$ 165,562
TOTAL STATE TAX INCENTIVES:
$ 165,562
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 Enterprise Zone Program Special Conditions
ARTICLE 4: CONDITIONS TO AWARD; DISBURSEMENT AND ISSUANCE TERMS
4.1 Reserved.
4.2 Tax Incentives — Conditions to Issuance of Tax Credit Number.
(a) Tax Credit Number Required to Claim Incentives. Recipient shall not claim the Tax Incentives
described in Article 3 until IEDA has issued a tax credit number for this Project and Recipient has
undertaken the activities described in this Contract and the applicable law to be eligible for such Tax
Incentives.
(b) Issuance of Tax Credit Number. Upon satisfaction of the conditions described 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 Incentives
Contract # 13 -TC -006 - 6 -
FmtApproved 12/10
(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
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 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:
Contract # 13- TC-006 - 7
Fmt Approved 12/10
1. The building or structure is located in a governmental subdivision which has not adopted a
local building code; or
2. The building or structure is located in a governmental subdivision which has adopted a
building code, but the building code is not enforced.
4.4 Suspension, Reduction or Delay of Award. Any one or more of the following shall be grounds for
IEDA to delay the issuance of a tax credit number or receipt of other Tax Incentives:
(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 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 tax incentives to be received.
(c) Reduction, discontinuance or alteration of state funding /programs. Any termination, reduction,
or delay of tax incentives available due, in whole or in part, to (i) lack of, reduction in, or a
deappropriation of tax incentives previously appropriated or authorized for this Contract, or (ii) any other
reason beyond the IEDA's control may, in the IEDA's discretion, result in the suspension, reduction or
delay of authorization or issuance of Tax Incentives to the Recipient.
ARTICLE 5: RESERVED.
ARTICLE 6: REPRESENTATIONS AND WARRANTIES
6.1 Representations of Recipient. The Recipient represents and warrants to IEDA as follows:
(a) Organization and Qualifications. The Recipient is duly organized, validly existing and in good
standing under the state of its incorporation or organization, whichever is appropriate, and is authorized to
conduct business in the state of Iowa. The Recipient has full and adequate power to own its property and
conduct its business as now conducted, and is duly licensed or qualified and in good standing in each
jurisdiction in which the nature of the business conducted by it or the nature of the property owned or
leased by it requires such licensing or qualifying, except where the failure to so qualify would not have a
material adverse effect on the Recipient's ability to perform its obligations hereunder.
(b) Authority and 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.
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(c) Subsidiaries. The Recipient has no Subsidiaries involved with the Project on the Contract
Effective Date.
(d) Financial Reports. The balance sheet of the Recipient furnished to 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
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
Contract # 13- TC-006
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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 each time Tax Incentives are claimed by the Recipient.
6.2 Representations of Community.
(a) Local Approvals Received; Authority and Validity of Obligations. The Community has secured all
necessary local approvals and has full right and authority to enter into this Contract. The person signing
this Contract has full authority on behalf of the Community to:
1. Sign this Contract, and
2. Perform each and all of the Community's obligations under this Contract.
The Contract delivered by the Community has been duly authorized, executed and delivered by the
Community and constitutes the valid and binding obligations of the Community and 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.
Contract # 13 -TC-006 - 10 -
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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
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) Reserved.
(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:
Contract # 13- TC-006 - 11 -
Fmt Approved 12/10
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
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.
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.
Contract # 13 -TC -006 - 12 -
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7.3 Preserve Project
(a) Maintenance of Properties. The Recipient shall maintain, preserve and keep its properties in good
repair, working order and condition (ordinary wear and tear excepted) and will from time to time make all
needful and proper repairs, renewals, replacements, additions and betterments thereto so that at all time
the efficiency thereof shall be fully preserved and maintained in accordance with prudent business
practices.
(b) Reserved.
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 JEDA. The IEDA reserves the right to
Contract # 13- TC-006
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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.
(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 knowingly 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).
Contract # 13 -TC-006 - 14 -
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7.8 Maintenance and Retention of Records.
(a) Maintain Accounting Records. The Recipient is required to maintain its books, records and all
other evidence pertaining to this Contract in accordance with 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)
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 of Major Changes. The Recipient shall promptly provide IEDA with written notice of any
major changes that would impact the success of the Project.
(b) Notice of Meetings. The Recipient shall notify IEDA within 3 business days following any
meeting at which the Project is discussed, the outcome of which is likely to result in a negative impact on
the Project, and Recipient shall timely provide IEDA with a written summary of the outcome of any such
Project- related discussion.
(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
Contract # 13 -TC-006 - 15 -
Fmt Approved 12/10
authorized governmental entity to be unallowable under the terms of this Contract.
ARTICLE 8: COVENANTS OF THE COMMUNITY
For the duration of this Contract, the Community covenants to IEDA as follows:
8.1 Local Match. The Community shall provide the local financial assistance for the Project as
described in Exhibit C, Project Description and Award Budget.
8.2 Notice to IEDA. In the event the Community becomes aware of any material alteration in the
Project, initiation of any investigation or proceeding involving the Project, 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 value of the Tax Incentives actually received, plus applicable
default interest and costs.
(a) Events of Default Any one or more of the following shall constitute an "Event of Default" under
this Contract:
1. Nonpayment. Failure to make a payment when due (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
Contract # 13- TC-006 - 16 -
Fmt Approved 12/10
8. Adverse Change in Financial Condition. Any change shall occur in the financial condition of
the Recipient which would have a material adverse effect on the ability of the Recipient to perform under
this Contract; or
9. Bankruptcy or Similar Proceedings Initiated. Either the Recipient shall (i) have entered
involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) not
pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an
assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of
a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its
property, (v) institute any proceeding seeking to have entered against it an order for relief under the
United States Bankruptcy Code as amended, to adjudicate it insolvent, or seeking dissolution, winding up,
liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other
pleading denying the material allegations of any such proceeding filed against it, or (vi) fail to contest in
good faith any appointments or proceeding described below; or
10. Appointment of Officials. A custodian, receiver, trustee, examiner, liquidator or similar
official shall be appointed for either the Recipient or any substantial part of any of its respective property,
or a proceeding described above shall be instituted against either the Recipient and such appointment
continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60)
days; or
11. Insecurity. 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. 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. Reserved.
3. Reserved.
4. Revoke or reduce authorized Tax Incentives.
Contract # 13- TC-006 - 17 -
Fmt Approved 12/10
5. Require full repayment of all or a portion of the value of Tax Incentives received.
(d) Reserved.
(e) 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 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 Tax Incentives 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 Choice of Law and Forum; Governing Law.
(a) In the event any proceeding of a quasi-judicial or judicial nature is commenced in connection
Contract # 13- TC-006 - 18 -
Fmt Approved 12/10
with this Contract, the proceeding shall be brought in Des Moines, Iowa, in Polk County District Court
for the State of Iowa, if such court has jurisdiction. If however, such court lacks jurisdiction and
jurisdiction lies only in a United States District Court, the matter shall be commenced in the United States
District Court for the Southern District of Iowa, Central Division.
(b) This provision shall not be construed as waiving any immunity to suit or liability, in state or
federal court, which may be available to the 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.
10.2 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.
10.3 Notices. Except as otherwise specified herein, all notices hereunder shall be in writing (including,
without limitation by fax) and shall be given to the relevant party at its address, e -mail address, or fax
number set forth below, or such other address, e -mail address, or fax number as such party may hereafter
specify by notice to the other 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:
Rousselot Dubuque, Inc.
Bob Krall, Plant Manager
2350 Kerper Blvd.
Dubuque, IA 52001
E -mail: bob.krall @rousselot.com
Telephone: 563- 690 -1143
Facsimile: 563-588-9063
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
To the Community at:
City of Dubuque
Phil Wagner
Contract # 13- TC-006 - 19 -
Fmt Approved 12/10
50 West 13th Street
Dubuque, IA 52001
E -mail: pwagner @cityofdubuque.org
Telephone: 563 -589 -4393
Facsimile: 563 -589 -1733
Each such notice, request or other communication shall be effective (i) if given by facsimile, when such
facsimile is transmitted to the facsimile number specified in this Article and a confirmation of such
facsimile has been received by the sender, (ii) if given by e -mail, when such e-mail is transmitted to the e-
mail address specified in this Article and a confirmation of such e -mail has been received by the sender,
(iii) if given by mail, five (5) days after such communication is deposited in the mail, certified or
registered with return receipt requested, addressed as aforesaid or (iv) if given by any other means, when
delivered at the addresses specified in this Article.
10.4 Headings. Article headings used in this Contract are for convenience of reference only and are
not a part of this Contract for any other purpose.
10.5 Final Authority. The IEDA shall have the authority to reasonably assess whether the Recipient
has complied with the terms of this Contract. Any IEDA determinations with respect to compliance with
the provisions of this Contract shall be deemed to be fmal determinations pursuant to Iowa Code Chapter
17A, Iowa Administrative Procedure Act.
10.6 Waivers. No waiver by IEDA of any default hereunder shall operate as a waiver of any other
default or of the same default on any future occasion. No delay on the part of the IEDA 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.
10.7 Counterparts. This Contract may be executed in any number of counterparts, each of which shall
be deemed to be an original, but all of which together shall constitute but one and the same instrument.
10.8 Survival of 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.
10.9 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.
10.10 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.
10.11 Nonassignment. This Contract shall not be assigned, in whole or in part, by Recipient unless
approved in writing by IEDA.
Contract # 13- TC-006 - 20 -
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10.12 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).
10.13 Documents Incorporated by Reference. The following documents are incorporated by
reference and considered an integral part of this Contract:
1. Exhibit A - Recipient's Financial Assistance Application (on file with IEDA),
Application # 13 -EZ -001
2. Exhibit B-1 Enterprise Zone Special Conditions
3. Exhibit C - Description of the Project and Award Budget
4. Exhibit D - Job Obligations
5. Exhibit E- Reserved
6. Exhibit F - Reserved
10.14 Order of Priority. In the case of any inconsistency or conflict between the specific provisions of
this document and the exhibits, the following order of priority shall control:
1. Article 1 - 10 of this Contract.
2. Exhibit A - Recipient's Financial Assistance Application (on file with IEDA),
Application # 13 -EZ -001
3. Exhibit B-1 Enterprise Zone Special Conditions
4. Exhibit C - Description of the Project and Award Budget
5. Exhibit D - Job Obligations
6. Exhibit E - Reserved
7. Exhibit F - Reserved
10.15 Inteuration. This Contract contains the entire understanding between the Parties relating to the
Project and any representations that may have been made before or after the signing of this Contract,
which are not contained herein, are nonbinding, void and of no effect. None of the Parties have relied on
any such prior representation in entering into this Contract.
-This space intentionally left blank, signature page follows -
Contract # 13- TC-006 - 21 -
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IN WITNESS WHEREOF in consideration of the mutual covenants set forth above and for other
good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby
acknowledged, the parties have entered into this Contract and have caused their duly authorized
representatives to execute this Contract, effective as of the latest date stated below (Contract Effective
Date).
FOR IEDA:
BY:
Deborah V. Duttiarn, Director
II LZ//�
Date
FOR THE COMMUNITY:
BY
D
Signature
Roy D ." Buol , Mayor
Typed Name and Title
April 15, 2013
Date
Contract # 13 -TC -006 - 22 -
FOR RECIPIENT:
BY:
SlgI t%eKrali Plant Manager
Typed Name and Title
4/9/13
Date
FnnApproved 12/10
LIST OF EXHIBITS
Exhibit A - Recipient's Financial Assistance Application (on file with IEDA), Application # 13-
EZ -001
Exhibit B -1 Enterprise Zone Program Special Conditions
Exhibit C - Description of the Project and Award Budget
Exhibit D - Job Obligations
Exhibit E - Reserved
Exhibit F - Reserved
Contract # 13- TC-006 - 23 -
Fmt Approved 12/10
EXHIBIT B —1
Enterprise Zone Program
Special Conditions to Contract # 13 -TC -006
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: $165,562.
2.2 Minimum Investment Requirements. As a condition of receiving Tax Benefits, the Recipient
shall meet the following minimum investment requirements:
(a) Capital Investment. $ 16,300,000
(b) Qualifying Investment for Tax Credit Program. $ 16,300,000
(c) Investment Qualifying for Tax Credits. $ 16,300,000
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)
$ 15,562
I Yes
No
Contract # 13 -TC -006
Exhibit B -1, Page 1
FmtApproved 11/12
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.
$ 150,000
a Yes
❑ No
Refund of Sales Taxes Attributable to Racks, Shelving,
and Conveyor Equipment.
1 Yes
$ 0
I No
Investment Tax Credit (10 %)
1 Yes
$ 0
// No
Research Activities Credit.
❑ Yes
$ 0
a No
Local Property Tax Exemption Provided by Community
❑ Yes
$ 0
/1 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 /z 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 /z 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 1/z 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, service and use taxes paid to contractors or subcontractors,
the Recipient must:
Contract # 13 -TC -006
i. Inform the Iowa Department of Revenue (IDR) in writing within two weeks of
project completion. For purposes of claiming this refund, "project completion"
Exhibit B -1, Page 2 FmtApproved 11/12
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. For all other projects, the date of completion of all improvements necessary for
the start -up, location, expansion or modernization of a business.
iii. Within one year after project completion, as defined in sub- paragraph i or ii
above, 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.
Contract # 13 -TC -006
Exhibit B -1, Page 3 FmtApproved 11/12
Calculation of the amount owed may be based on a sliding scale in certain circumstances and may include
interest assessed by IDR. Those circumstances are as follows:
(a) Failure to Meet Job Obligations by Project Completion Date. If the Recipient does not meet 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 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 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 # 13- TC-006
Exhibit B -1, Page 4 FmtApproved 11/12
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 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 # 13- TC-006
- End of Exhibit B —1 -
Exhibit B -1, Page 5 FmtApproved 11/12
DESCRIPTION OF THE PROJECT AND AWARD BUDGET
(EXHIBIT C)
Name of Recipient:
Name of Community:
Contract Number:
Rousselot Dubuque, Inc.
City of Dubuque
13 -TC -006
PROJECT DESCRIPTION
Rousselot Dubuque, Inc. will increase production capacity by 40 %, establishing Rousselot as the number one gelatin maker in the
world. There will be three expansions to existing buildings, relocation of silos and tanks, new equipment installations, and
additional utilities.
AWARD BUDGET
SOURCE OF FUNDS
AMOUNT
FORM
USE OF FUNDS
COST
IEDA Programs
EZ Tax Credit
Business
$16,300,000
1 See Below
Cash
*Land Acquisition
*Site Preparation
*Building Acquisition
*Building Construction
*Building Remodeling
*Mfg Machinery and Equipment
Other Machinery and Equipment
Racking, Shelving, etc.
*Computer Hardware
Computer Software
*Furniture and Fixtures
Working Capital
Research and Development
Job Training
*included as capital investment if
awarded tax credit program
$3,600,000
$1,400,000
$11,300,000
Total
$16,300,000
260E Job Training
Total
,
$16,300,000
$165,562 estimated benefit value
OTHER FUNDING
SOURCE OF FUNDS
TOTAL AMOUNT
FORM /TERM
USED AS MATCH
TIF Rebate
$179,955
10yrTIF
Yes
Tax Abatement
260E Job Training
$48,285
No
In -Kind Contributions
RISE
RED
Other
EXHIBIT D — JOB OBLIGATIONS
Recipient: Rousselot Dubuque, Inc.
Community: City of Dubuque
Contract Number: 13 -TC -006
This Project has been awarded benefits from the Enterprise Zone (EZ) 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.
ENTERPRISE ZONE JOB OBLIGATIONS
Project Completion Date: August 31, 2015
Maintenance Period Completion Date: August 31, 2017
r Employment
Base
Jobs
To Be Created
Total
Job
Obligations
Total employment at project location
75
10
85
Average Wage of total employment at project location
$23.67
Qualifying Laborshed wage threshold requirement (per
h r)
$14.48 (90 %)
1
Number of jobs at or above qualifying wage
75
10
85
Average Wage of jobs at or above qualifying wage
$23.67
Notes re: Qualifying Wages
1. Bonus or commission payments are not included when calculating the Qualifying Wage rate.
2. 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].
Fmt. Approved 11/09
EXHIBIT D — JOB OBLIGATIONS
Amended Award March 22, 2013
Recipient: Rousselot Dubuque, Inc.
Community: City of Dubuque
Contract Number: 13 -TC -006
This Project has been awarded benefits from the Enterprise Zone (EZ) 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
ENTERPRISE ZONE JOB OBLIGATIONS
Project Completion Date: August 31, 2015
Maintenance Period Completion Date. August 31, 2017
Employment
Base
Jobs
To Be Created
Total
Job
Obligations
Total employment at project location
72
10
82
Average Wage of total employment at project location
$23.67
•
Qualifying Laborshed wage threshold requirement (per
hr)
$14.48 (90 %)
1
Number of jobs at or above qualifying wage
72
10
82
Average Wage of jobs at or above qualifying wage
$23.67
Notes re: Oualifying Wages
1. Bonus or commission payments are not included when calculating the Qualifying Wage rate.
2. 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].
Fmt. Approved 11/09