HomeMy WebLinkAboutCrystal Distribution Economic Development Assistance-10/2/2017%ease return this copy t0:
City Clerk &u Finance Dept.
]35 Mulberry 5t.
Waterloo,i. 50703
ECONOMIC DEVELOPMENT
ASSISTANCE CONTRACT
BY
CRYSTAL DISTRIBUTION SERVICES, INC.,
THE CITY OF WATERLOO,
IOWA ECONOMIC DEVELOPMENT AUTHORITY
CONTRACT NUMBER: 18 -TC -010
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 #
18-HQJTC-010
Exhibit B-1 High Quality Jobs Program - Tax Credit Special Conditions
Conditions
Exhibit C - Description of the Project and Award Budget
Exhibit D - Job Obligations
Exhibit E - Reserved
Exhibit F - Reserved
Contract # 18 -TC -010
Foil Approved 12/2014
Economic Development
Assistance Contract
RECIPIENT: CRYSTAL DISTRIBUTION SERVICES,
INC.
COMMUNITY: CITY OF WATERLOO
CONTRACT NUMBER: 18 -TC -010
AWARD DATE: AUGUST 18, 2018
AWARD AMT. — TAX INCENTIVES $136,500
This ECONOMIC DEVELOPMENT ASSISTANCE CONTRACT (Contract) is made as of' the
Contract Effective Date by the Iowa Economic Development Authority (IEDA or Authority), 200 East
Grand Avenue, Des Moines, IA 50309, and Crystal Distribution Services, Inc. (Recipient), 1656 Sycamore
Street, Waterloo, IA 50703 and the City of Waterloo (Community), 715 Mulberry St, Waterloo, IA 50703.
WHEREAS, the Recipient submitted an application to IEDA requesting assistance in financing its
Project as more fully described in Exhibit C, Description of the Project and Award Budget (the Project);
and
WHEREAS, the Iowa Economic Development Authority Board (IEDA Board) awarded the
Recipient assistance for the Project from the funding sources identified herein (collectively, the Award), all
of which are 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# 18 -TC -010
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ARTICLE 1: CONTRACT DURATION
This Contract shall be in effect on the Contract Effective Date and shall remain in effect until after
completion of each of the following:
(a) Through Project Completion Date. Through the Project Completion Period and for a reasonable
period of time after Project Completion Date during which IEDA will conduct Project closeout procedures
to verify that the Project was completed in compliance with Contract requirements.
(b) Through Maintenance Period Completion Date and Contract Closeout. Through the Maintenance
Period Completion Date and for a reasonable period of time after Maintenance Period Completion Date
during which IEDA will conduct closeout procedures to verify that the Project was maintained in
compliance with Contract requirements.
(c) Repayment or Payment Obligation. Until all outstanding amounts due to IEDA, if any, are received
by IEDA or all outstanding obligations to IEDA are satisfied in full.
(d) Contract End Date. Until IEDA has completed Contract closeout procedures and provided Recipient
and Community with written Notice of Final Contract Closeout. This Contract shall terminate as of the date
stated in the written Notice of Final Contract Closeout. Such date shall be the Contract End Date.
ARTICLE 2: DEFINITIONS
The following terms apply to this Contract:
"Affiliate" means any entity to which any of the following applies:
a. Directly, indirectly, or constructively controls another entity.
b. Is directly, indirectly or constructively controlled by another entity.
c. Is subject to the control of a common entity. A common entity is one which owns directly or
individually more than ten percent of the voting securities of the entity.
"Award" means any and all assistance provided by IEDA for the Project under this Contract.
"Award Date" means the date first stated in this Contract and is the date the IEDA Board approved the
award of financial assistance to the Recipient for the Project.
"Award Funds" means the cash that is provided by IEDA for this Project as Project Completion
Assistance, including loans.
"Base Employment Level" means the number of Full -Time Equivalent positions as established by
IEDA and Recipient using Recipient's payroll records, as of the date Recipient applied for Tax Incentives
or Project Completion Assistance. The number of jobs Recipient has pledged to create and retain shall be
in addition to the Base Employment Level.
"Benefits" means nonwage compensation provided to an employee. Benefits include medical and
dental insurance plans, pension, retirement, and profit-sharing plans, child care services, life insurance
coverage, vision insurance coverage, and disability insurance coverage.
"Brownfield site" means an abandoned, idled, or underutilized property where expansion or
redevelopment is complicated by real or perceived environmental contamination. A brownfield site includes
property contiguous with the site on which the property is located. A brownfield site does not include
property which has been placed, or is proposed for placement, on the national priorities list established
Contract # 18 -TC -010
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pursuant to the federal Comprehensive Environmental Response, Compensation, and Liability Act, 42,
U.S.C. 9601 et seq. In order to administer similar programs in a similar manner, the IEDA will attempt to
apply this definition in substantially the same way as similar definitions are applied by the Brownfield
Advisory Council established in Iowa code section 15.294 and may consult members of the council or other
staff as necessary.
"Contract Effective Date" means the latest date on the signature page of this Contract.
"Contract End Date" means the date stated in the Notice of Final Contract Closeout issued by IEDA
pursuant to Article I.
"Created Job" means a new, permanent, Full -Time Equivalent (FTE) position added to Recipient's
payroll in excess of the Base Employment Level at the time of application for Tax Incentives or Project
Completion Assistance.
"Full -Time Equivalent job, ""FTE, " or `full-time" means the employment of one person:
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.
"Grayfield site" means a property meeting all of the following requirements:
a. The property has been developed and has infrastructure in place, but the property's current use is
outdated or prevents a better or more efficient use of the property. Such property includes vacant, blighted,
obsolete, or otherwise underutilized property.
b. The property's improvements and infrastructure are at least twenty-five years old and one or more
of the following conditions exists:
(1) Thirty percent or more of a building located on the property that is available for occupancy has been
vacant or unoccupied for a period of twelve months or more.
(2) The assessed value of the improvements on the property has decreased by twenty-five percent or
more.
(3) The property is currently being used as a parking lot.
(4) The improvements on the property no longer exist.
c. The Authority will attempt to apply this definition in substantially the same manner as similar
definitions are applied by the Brownfield Advisory Council established in Iowa code section 15.294.
"Job Obligations" means the jobs that must be created or retained as a result of receipt of state or
federal financial assistance, Project Completion Assistance, or Tax Incentives from IEDA and that are
required to meet the Qualifying Wage Threshold requirements. Recipient's Job Obligations are specified
in Exhibit D of this Contract. Jobs that do not meet the Qualifying Wage Threshold requirements shall not
be counted toward Recipient's job creation or job retention obligations contained in Exhibit D. The Job
Obligations in Exhibit D include Recipient's Base Employment Level and the number of new jobs required
to be created above the Base Employment Level.
"Laborshed Wage" means the Qualifying Wage Threshold applicable to Recipient's Project as
calculated pursuant to rule 261 IAC 173.2 and 261 IAC chapter 174 and as specified in Exhibit D of this
Contract.
Contract it 18 -TC -010
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"Loan" means an Award of assistance with the requirement that the Award be repaid with term, interest
rate, and other conditions specified as part of the conditions of the Award. "Loan" includes deferred loans,
forgivable loans, and float loans. A "deferred loan" is one for which the payment for principal, interest, or
both, is not required for some specified period. A "forgivable loan" is one for which repayment is eliminated
in part or entirely if the borrower satisfies specified conditions. A "float loan" means a short-term loan, not
to exceed 30 months, made from obligated but unexpended moneys.
"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 Maintenance Period ends is identified in Exhibit D.
"Person" means as defined in Article 6.1(g) of this Contract.
"Project" means the description of the work and activities to be completed by the Recipient as outlined
in Exhibit C - Description of the Project and Award Budget.
"Project Completion Assistance" means financial assistance or technical assistance provided to an
eligible business in order to facilitate the start-up, location, modernization, or expansion of the business in
this state and provided in an expedient manner to ensure the successful completion of the start-up location,
modernization, or expansion project.
"Project Completion Date" means the date by which the Recipient of incentives or assistance has
agreed to meet all the terms and obligations contained in this Contract. The Project Completion Date will
be a date by which the project must be completed, all incented jobs must be created or retained, and all
other applicable requirements must be met. The specific date on which the project completion period ends
is identified in Exhibit D.
"Project Completion Period" means the period of time between the Award Date and the Project
Completion Date.
"Qualifying Jobs" are those Created or Retained Jobs that meet or exceed the Qualifying Wage
Threshold Requirement established to qualify for program funding for the programs providing assistance
to this Project.
"Qualifying Wage Threshold" means the Laborshed Wage as calculated by IEDA pursuant to statute
and rule for each program under which financial assistance or Tax Incentives for this Project are awarded.
The Qualifying Wage Threshold Requirement for this Project is outlined in Exhibit D, Job Obligations.
"Recipient's Employment Base" means the number of jobs as stated in Exhibit D — Job Obligations
that the Recipient and IEDA have established as the Base Employment Level for this Project. The number
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.
"Sufficient Benefits" means that Recipient offers to each Full -Time Equivalent permanent position a
benefits package that meets one of the following:
1. Recipient pays 80 percent of the premium costs for a standard medical plan for single employee
coverage with the maximum deductible specified for this project in Exhibit D; or
Contract # 18 -TC -010
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2. Recipient pays 50 percent of the premium costs for a standard medical plan for employee family
coverage with the maximum deductible specified for this project in Exhibit D; or
3. Recipient provides medical coverage 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, and child care services.
"Tax Incentives" means the tax credits, refunds, or exemptions IEDA has awarded for this Project as
detailed in Article 3.
"Total Project Cost" means the cost incurred by the Recipient to complete the 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
FORM
MAXIMUM
AMOUNT
High Quality Jobs Program
Tax Incentives
$ 136,500
TOTAL STATE TAX INCENTIVES:
$ 136,500
3.2 Terms and Conditions of Award. The terms and conditions of the Award shall be as described
in this Contract and the following incorporated exhibit(s):
Exhibit B-1 High Quality Jobs Program — Tax Credit Component Special Conditions
ARTICLE 4: CONDITIONS TO AWARD; DISBURSEMENT AND ISSUANCE TERMS
4.1 Direct State Financial Assistance — Disbursements of Award Funds.
(a) Conditions to Disbursement. The obligation of IEDA to disburse funds under this Contract shall be
subject to the conditions described in this Article 4.
(b) Process to Request Disbursement of Award Funds. Recipient shall prepare, sign and submit
disbursement requests and reports as specified in this Contract in the form and content required by IEDA.
Recipient shall verify that claimed expenditures are allowable costs. The Recipient shall maintain
documentation adequate to support the claimed costs.
(c) Documents Submitted. Funds will not be disbursed until IEDA has received the documents described
in section 4.3 below as well as the following additional documents, properly executed and completed and
approved by IEDA as to form and substance:
1. Security 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).
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3. Requests for Disbursement. All disbursements of Award Funds shall be subject to receipt by
the IEDA of requests for disbursement, in form and content acceptable to IEDA, submitted by the Recipient.
All requests shall include documentation of costs that have been paid or costs to be paid immediately upon
receipt of Award proceeds.
(d) Prior Costs. No expenditures made prior to the Award Date may be included as Project costs. No
funds will be disbursed for expenditures prior to the Award Date.
(e) Cost Variation. In the event that the actual cost of the Project is less than the Total Project Cost
specified in Exhibit C, the Award Funds specified in Article 3.1 shall be reduced at the same ratio as the
reduction in the actual cost of the Project bears to the Total Project Cost specified in Exhibit B. Any funds
previously disbursed by IEDA in excess of the reduced Award Funds to be provided by IEDA shall be
returned to IEDA immediately upon receipt by Recipient of a written request by IEDA for repayment.
(f) Investment of Award Funds.
I. In the event that the Award Funds are not immediately utilized, temporarily idle Award Funds
held by the Recipient may be invested, provided that such investments shall be in accordance with State
law, including but not limited to the provisions of Iowa Code chapter 12C concerning the deposit of public
funds. Interest accrued on temporarily idle Award Funds held by the Recipient shall be credited to and
expended on the Project prior to the expenditure of other Award Funds.
2. Within ten (10) days of receipt of a written request from IEDA, Recipient shall inform IEDA in
writing of the amount of unexpended Award Funds in the Recipient's possession or under the Recipient's
control, whether in the form of cash on hand, investments, or otherwise. Recipient shall return to IEDA all
unexpended Award Funds remaining, including accrued interest, after all allowable Project costs have been
paid or obligated within thirty (30) days after the Project Completion Date.
4.2 Tax Incentives—Conditions to Issuance of Tax Credit Number.
(a) Tax Credit Number Required to Claim Incentives. Recipient shall not claim the Tax Incentives
described in Article 3 until IEDA has issued a tax credit number for this Project and Recipient has
undertaken the activities described in this Contract and the applicable law to be eligible for such Tax
Incentives.
(b) Issuance of Tax Credit Number. Upon satisfaction of the conditions described herein, IEDA will
issue a tax credit number to the Recipient for this Project. The tax credit number shall be used in preparing
any claims for Tax Incentives.
(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.
Contract # 18 -TC -010
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(c) Certificate of Existence; Certificate of Authority. A certificate of existence for the Recipient from
the State of incorporation or organization, whichever is appropriate, and a certificate of authority
authorizing the Recipient to conduct business in the state of Iowa, if it is not organized or incorporated in
Iowa.
(d) Results of Lien and Tax Search and Documentation of Satisfactory Credit History. Financing
statement, tax and judgment lien search results, in the Recipient's state of incorporation or organization,
against the Recipient and/or the property serving as the Recipient's security under this Contract, and
documentation of satisfactory credit history of the Recipient and guarantors, as applicable, with no
judgments or unsatisfied liens or similar adverse credit actions.
(e) Other Required Documents. Such other contracts, instruments, documents, certificates and
opinions as IEDA may reasonably request.
(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 Incentives and
other state financial assistance programs.
(h) Project Financial Commitments. The Recipient shall have submitted documentation acceptable to
IEDA from the funding sources identified in Exhibit A committing to the specified financial involvement
in the 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 and if any of the following applies:
1. The building or structure is located in a governmental subdivision which has not adopted
a local building code; or
2. The building or structure is located in a governmental subdivision which has adopted a
building code, but the building code is not enforced; or
3. Bidding for construction shall not be conducted prior to obtaining written approval of
the final plans by the State Building Code Bureau of the Iowa Department of Public Safety.
4.4 Suspension, Reduction or Delay of Award. Any one or more of the following shall be grounds for
IEDA to suspend, delay or reduce the amount of disbursement of Award Funds or delay the issuance of a
tax credit number or receipt of Tax Incentives:
(a) Suspected event of default. If IEDA believes an event of default has occurred, IEDA has the
discretion to temporarily suspend or delay disbursement or issuance of the Award Funds or Tax Incentives
while the suspected event of default is being investigated or resolved.
(b) Unremedied event of default. Upon the occurrence of an Event of Default, as defined in this
Contract, by the Recipient, IEDA may suspend payment or issuance of the Award to the Recipient until
Contract # 18 -TC -010
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such time as the default has been cured.
(c) Layoff closure or relocation. In the event the Recipient experiences a layoff within the state of
Iowa, relocates or closes any of its Iowa facilities IEDA has the discretion to reduce or eliminate some or
all of the Award.
(d) Reduction, discontinuance or alteration of state funding/programs. Any termination, reduction, or
delay of funds or Tax Incentives available due, in whole or in part, to (i) lack of, reduction in, or a
deappropriation of revenues or Tax Incentives previously appropriated or authorized for this Contract, or
(ii) any other reason beyond the IEDA's control may, in the IEDA's discretion, result in the suspension,
reduction or delay of Award Fund or authorization or issuance of Tax Incentives to the Recipient.
4.5 Closing Cost Fee. Upon execution of the contract and prior to the issuance of a tax credit number or
the disbursement of Award Funds, an eligible business shall remit to the Authority a one-time compliance
cost fee in the amount of $500.
ARTICLE 5: RESERVED.
ARTICLE 6: REPRESENTATIONS AND WARRANTIES
6.1 Representations of Recipient. The Recipient represents and warrants to IEDA as follows:
(a) Organization and Qualifications. The Recipient is duly organized, validly existing and in good
standing under the state of its incorporation or organization, whichever is appropriate, and is authorized to
conduct business in the state of Iowa. The Recipient has full and adequate power to own its property and
conduct its business as now conducted, and is duly licensed or qualified and in good standing in each
jurisdiction in which the nature of the business conducted by it or the nature of the property owned or leased
by it requires such licensing or qualifying, except where the failure to so qualify would not have a material
adverse effect on the Recipient's ability to perform its obligations hereunder.
(b) Authority and 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 constitutes the valid and binding obligations of the Recipient and is enforceable against it in accordance
with its terms. This Contract and related documents do not contravene any provision of law or any
judgment, injunction, order, or decree binding upon the Recipient or any provision of the corporate
governance documents of the Recipient, nor does this Contract contravene or constitute a default under any
covenant, indenture or contract of or affecting the Recipient or any of its properties.
(c) Affiliates. The Recipient has no Affiliates involved with the Project on the Contract Effective Date.
(d) Financial Reports. The balance sheet of the Recipient furnished to IEDA fairly presents its financial
condition as of said date and is in conformity with Generally Accepted Accounting Principles (GAAP)
applied on a consistent basis. The Recipient has no contingent liabilities which are material to it, other than
as indicated on such financial statements or, with respect to future periods, on the financial statements
furnished to IEDA.
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(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 has been materially adverse. To the knowledge of the Recipient, there has been no material
adverse change in the condition of the Recipient, financial or otherwise, or the prospects of the Recipient.
(0 Full Disclosure; Recipient's Financial Assistance Application. The statements and other
information furnished to the IEDA by Recipient in its Financial Assistance Application and in connection
with the negotiation of this Contract do not contain any untrue statements of a material fact or omit a
material fact necessary to make the material statements contained herein or therein not misleading. The
IEDA acknowledges that, as to any projections furnished to the IEDA, the Recipient only represents that
the same were prepared on the basis of information and estimates it believed to be reasonable.
(g) Trademarks, Franchises and Licenses. The Recipient owns, possesses, or has the right to use all
necessary patents, licenses, franchises, trademarks, trade names, trade styles, copyrights, trade secrets,
knowhow and confidential commercial and proprietary information to conduct its business as now
conducted, without known conflict with any patent, license, franchise, trademark, trade name, trade style,
copyright or other proprietary right of any other Person. As used in this Contract, "Person" means an
individual, partnership, corporation, association, trust, unincorporated organization or any other entity or
organization, including a government or agency or political subdivision thereof.
(h) Governmental Authority and Licensing. The Recipient has received all licenses, permits, and
approvals of all Federal, state, local, and foreign governmental authorities, if any, necessary to conduct its
business, in each case where the failure to obtain or maintain the same could reasonably be expected to
have a material adverse effect. No investigation or proceeding which, if adversely determined, could
reasonably be expected to result in revocation or denial of any material license, permit, or approval is
pending or, to the knowledge of the Recipient, threatened.
(i) Litigation and Other Controversies. There is no litigation or governmental proceeding pending, nor
to the knowledge of the Recipient, threatened, against the Recipient which, if adversely determined would
result in any material adverse change in the financial condition, properties, business or operations of the
Recipient, nor is the Recipient aware of any existing basis for any such litigation or governmental
proceeding.
(j) Good Title. The Recipient has good and defensible title to or valid leasehold interests in all of its
property involved with the Project including, without limitation, the Secured Property if real property is a
security for this Contract reflected on the most recent balance sheets furnished to the IEDA, except for
sales of assets in the ordinary course of business.
(k) Taxes. All tax returns the Recipient is required to file in any jurisdiction have, in fact, been filed,
and all taxes, assessments, fees and other governmental charges upon the Recipient or upon any of its
property, income or franchises, which are shown to be due and payable in such returns, have been paid,
except such taxes, assessments, fees and governmental charges, if any, which are being contested in good
faith and by appropriate proceedings which prevent enforcement of the matter under contest and as to which
adequate reserves established in accordance with GAAP have been provided. The Recipient knows of no
proposed additional tax assessment against it for which adequate provisions in accordance with GAAP have
not been made on its accounts. Adequate provisions in accordance with GAAP for taxes on the books of
the Recipient have been made for all open years, and for their current fiscal period.
(1) Other Contracts. The Recipient is not in default under the terms or any covenant, indenture or
contract of or affecting the Recipient's business or any of its properties, which default, if uncured, would
have a material adverse effect on its financial condition, properties, business or operations.
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(m) No Event of Default. No Event of Default, as defined in Article 9, has occurred or is continuing.
(n) Compliance with Laws. The Recipient is in compliance with the requirements of all federal, state
and local laws, rules and regulations applicable to or pertaining to the business operations of the Recipient
and laws and regulations establishing quality criteria and standards for air, water, land and toxic or
hazardous wastes or substances, non-compliance with which could have a material adverse effect on the
financial condition, properties, business or operations of the Recipient. The Recipient has not received
notice that its operations are not in compliance with any of the requirements of applicable federal, state or
local environmental or health and safety statutes and regulations or are the subject of any governmental
investigation evaluating whether any remedial action is needed to respond to a release of any toxic or
hazardous waste or substance into the environment, which non-compliance or remedial action could have
a material adverse effect on the financial condition, properties, business or operations of the Recipient.
(o) Effective Date of Representations and Warranties. The warranties and representations of this Article
are made as of the Contract Effective Date and shall be deemed to be renewed and restated by the Recipient
at the time each request for disbursement of Award Funds is submitted to IEDA or each time Tax Incentives
are claimed by the Recipient.
6.2 Representations of 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 or contravene
or constitute a default under any covenant, indenture or contract of or affecting the Community or any of
its properties.
(b) Local Commitment. The Community represents that there are legally enforceable commitments in
place for the Community local commitment identified for the Project in Exhibit C -Description of the
Project and Award Budget.
(c) No Material Adverse Change. Since the Award Date, there has been no material adverse change
in the Community's ability to perform its obligations under this Contract.
(d) Full Disclosure; Community's Financial Assistance Application. The statements and other
information furnished to the IEDA by the Community in the Financial Assistance Application and in
connection with the negotiation of this Contract do not contain any untrue statements of a material fact or
omit a material fact necessary to make the material statements contained herein or therein not misleading.
The IEDA acknowledges that, as to any projections furnished to the IEDA, the Community only represents
that the same were prepared on the basis of information and estimates it believed to be reasonable.
(e) Governmental Authority and Licensing. The Community has received all licenses, permits, and
approvals of alt 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
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Fin( Approved 12/2014
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 occun•ed
or is continuing.
(h) Compliance with Laws. The Community is in compliance with the requirements of all federal,
state and local laws, rules and regulations applicable to or pertaining to the operations of the Community
and laws and regulations establishing quality criteria and standards for air, water, land and toxic or
hazardous wastes or substances, non-compliance with which could have a material adverse effect on the
financial condition, properties, business or operations of the Community in relation to the Community's
ability to perform its obligations under this contract. The Community has not received notice that its
operations are not in compliance with any of the requirements of applicable federal, state or local
environmental or health and safety statutes and regulations or are the subject of any governmental
investigation evaluating whether any remedial action is needed to respond to a release of any toxic or
hazardous waste or substance into the environment, which non-compliance or remedial action could have
a material adverse effect on the financial condition, properties, business or operations of the Community
in relation to the Community's ability to perform its obligations under this contract.
(i) Effective Date 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 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 q 18 -TC -010 - 13 -
Fin(Approved 12/2014
COMPLIANCE
MEASUREMENT
POINT
COMPLIANCE
MEASUREMENT
POINT
Award
Date
Project
Completion
Period
Project
Completion Date
Maintenance
Period
Maintenance Period
Completion Date
Contract
Closeout
"Award Date" is
"Project
"Project
"Maintenance
"Maintenance Period
IEDA will conduct
the date first
Completion
Completion Date" is
Period" is the
Completion Date" is
Contract Closeout
stated in this
Period" is the
the date defined in
period of time
the date defined in
procedures after all
Contract and is
period of time
Exhibit D by which
between the
Exhibit D on which
events described in
the date the
between the Award
the Recipient must
Project
the Maintenance
Article 1 have been
IEDA Board
Date and the
complete the
Completion
Period ends.
met.
approved the
Project Completion
Project.
Date and the
awarding of
Date.
Maintenance
At this point, IEDA
"Contract End Date"
financial
At this point, IEDA
Period
will review the Project
is the date stated in
assistance to the
will review the
Completion
to verify that it was
IEDA's written
Recipient for the
Project to verify
Date. The
maintained in
Notice of Final
Project.
compliance with
Project must be
compliance with
Contract Closeout
Contract terms and
maintained in
Contract terms and
that is issued
obligations.
Iowa for this
period of time.
obligations.
pursuant to Article 1.
(d) Complete Project by Project Completion Da e. 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.
(0 Maintain Project through Maintenance Period Completion Date. Recipient shall maintain the
Project through the Maintenance Period Completion Date.
(g) Maintain Project in Iowa During Contract Period. The Recipient shall at all times preserve and
maintain its existence as a corporation in good standing and maintain the Project in Iowa. The Recipient
will preserve and keep in force and effect all licenses, permits, franchises, approvals, patents, trademarks,
trade names, trade styles, copyrights and other proprietary rights necessary to the proper conduct of its
respective business.
7.2 Taxes and Insurance.
(a) Pay Taxes and Assessments. The Recipient shall duly pay and discharge all taxes, rates,
assessments, fees, and governmental charges upon or against its properties, in each case before the same
become delinquent and before penalties accrue thereon, unless and to the extent that the same are being
contested in good faith and by appropriate proceedings and adequate reserves are provided therefore.
(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 # 18 -TC -010 - 14 -
Pull Approved 12/2014
7.3 Preserve Project and Protect Security.
(a) Maintenance of Properties. The Recipient shall maintain, preserve and keep its properties in good
repair, working order and condition, ordinary wear and tear excepted, and will from time to time make all
needful and proper repairs, renewals, replacements, additions and betterments thereto so that at all times
the efficiency thereof shall be fully preserved and maintained in accordance with prudent business practices.
(b) Restrictions on Security. If Security is required pursuant to Article 5 of this Contract, the Recipient
shall not, without prior written disclosure to IEDA and prior written consent of IEDA, which shall not be
unreasonably withheld, directly or indirectly:
1. Sell, transfer, convey, assign, encumber or otherwise dispose of any of the Secured Property
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 any part of the Secured Property.
4. Create, incur or permit to exist any lien of any kind on the Secured Property.
7.4 Recipient 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 Financial Assistance Application, Exhibit A of this Contract, unless approved
in writing by IEDA prior to the change.
(b) Changes in Recipient Ownership, Structure and Control. The Recipient shall not materially change
the ownership, structure, or control of the business if it would adversely affect the Project. This includes,
but is not limited to, entering into any merger or consolidation with any person, firm or corporation or
permitting substantial distribution, liquidation or other disposal of assets directly associated with the
Project. Recipient shall provide IEDA with advance notice of any proposed changes in ownership, structure
or control. The materiality of the change and whether the change adversely affects the Project shall be as
reasonably determined by IEDA.
7.5 Required Reports.
(a) Review of Reports. The Recipient shall prepare, sign and submit required reports, in the form and
content required by IEDA, as specified in this Contract.
(b) Reports. The Recipient shall prepare, sign and submit the following reports to the IEDA
throughout the Contract period:
Report
Due Date
Annual Project Status Report
July 3151 for the period ending June 30th
The Annual Project Status Report will collect
information from the Recipient about the status
of the Project.
Contract # 18 -TC -010
-15
Pmt Approved12/2014
End of Project Revort
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 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 financial statements including, but not limited to, income, expense, and retained earnings
statements.
7.6 Compliance with Laws.
(a) State, local and federal laws. Recipient shall comply in all material respects with the requirements
of all applicable federal, state and local laws, rules, regulations and orders.
(b) Environmental laws. Recipient shall comply in all material respects with all applicable
environmental, hazardous waste or substance, toxic substance and underground storage laws and
regulations, and the Recipient shall obtain any permits or licenses and shall acquire or construct any
buildings, improvements, fixtures, equipment or its property required by reason of any applicable
environmental, hazardous waste or substance, toxic substance or underground storage laws or regulations.
(c) Nondiscrimination laws. Recipient shall comply in all material respects with all applicable federal,
state, and 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 under which assistance is provided to the Project and rules governing administration
of this Contract.
7.7 Inspection and Audit. The Recipient shall permit the IEDA and its duly authorized
representatives, at such reasonable times and reasonable intervals as the IEDA may designate, to:
(a) Conduct site visits and inspect the Project.
Contract # 18 -TC -010 - 16 -
4fit Approved 12/2014
(b) Audit financial records related to the Project.
(c) Examine and make copies of the books of accounts and other financial records of the Recipient
related to the Project.
(d) Discuss the affairs, finances and accounts of the Recipient with, and to be advised as to the same
by, its officers, and independent public accountants. By this provision, the Recipient authorizes such
accountants to discuss with the IEDA and the IEDA's duly authorized representatives the finances and
affairs of the Recipient.
7.8 Maintenance and Retention of Records.
(a) Maintain Accounting Records. The Recipient is required to maintain its books, records and all other
evidence pertaining to this Contract in accordance with GAAP and such other procedures specified by
IEDA.
(b) Access to Records. Records to verify compliance with the terms of this Contract shall be available
at all times, and made available to IEDA and its designees at places and times designated by IEDA, for the
duration of this Contract and any extensions thereof. Recipient shall make its records available to: (i) IEDA;
IEDA's internal or external auditors, agents and designees; (iii) the Auditor of the State of Iowa; (iv)
the Attorney General of the State of Iowa; (v) the Iowa Division of Criminal Investigations and any other
applicable law enforcement agencies.
(c) Records Retention Period. Recipient shall retain the records for a period of three (3) years from
the Contract End Date, unless the records are the subject of an audit, investigation, or administrative or
legal proceeding. In those instances, the records shall be retained until the audit, investigation or proceeding
has been resolved.
7.9 Required Notices from Recipient to IEDA.
(a) Notice of Major Changes, Recipient shall provide IEDA with written notice within thirty (30) days
of the occurrence of: (a) any event that has a material adverse effect on Recipient's ability to complete the
Project in accordance with the terms of this Contract; (b) the termination of the business conducted at the
Project; (c) a material modification of the nature of the business conducted at the Project; and (d) the transfer
of the Project or any material interest in the Project in connection with financing or refinancing the Project.
(b) Notice of Proceedings. Without limiting Section 7.9(a), Recipient shall promptly provide IEDA
with written notice within ten (10) days of the occurrence of any claims, lawsuits, bankruptcy proceedings,
or other proceedings brought against Recipient that have a material adverse effect on Recipient's ability to
complete the Project in accordance with the terms of this Contract.
7.10 Indemnification. The Recipient shall indemnify, defend and hold harmless the IEDA; the State
of Iowa; its departments, divisions, agencies, sections, commissions, officers, employees and agents from
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;
Contract # 18 -TC -010 - 17 - Fun Approved 12/2014
(c) Any claim, demand, action, citation or legal proceeding arising out of or related to occurrences that
the Recipient is required to insure against as provided for in this Contract; and
(d) Any claim, demand, action, citation or legal proceeding which results from an act or omission of
the Recipient or any of its agents in its or their capacity as an employer of a person.
7.11 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.
7.12 Ongoing Fees Based on Claims. For the duration of this Contract and for as long as Recipient
claims or applies for benefits against its Iowa tax liability under this Contract, Recipient shall remit to the
Authority a compliance cost fee equal to one-half of 1 percent of the value of the Tax Incentives claimed
pursuant to this Contract. The fee shall be due and payable upon filing the Recipient's annual tax return
for each tax year in which the Recipient claims Tax Incentives under this Contract.
ARTICLE 8: COVENANTS OF THE COMMUNITY
For the duration of this Contract, the Community covenants to IEDA as follows:
8.1 Local Match. The Community shall provide the local financial assistance for the Project as
described in Exhibit C, Project Description and Award Budget.
8.2 Notice to IEDA. In the event the Community becomes aware of any material alteration in the
Project, initiation of any investigation or proceeding involving the Project, any change in the Recipient's
ownership, structure or operation, or any other similar occurrence, the Community shall promptly provide
written notice to IEDA.
ARTICLE 9: DEFAULTS AND REMEDIES
9.1 Default by Recipient. An unremedied Event of Default may result in termination of this Contract
and repayment of all or a portion of the Award Funds disbursed to Recipient and the value of the Tax
Incentives actually received, plus applicable default interest and costs.
(a) Events of Default Any one or more of the following shall constitute an "Event of Default" under
this Contract:
1. Nonpayment. Failure to make a payment when due of any Loan or other payment required by
this Contract whether by lapse of time, acceleration or otherwise; or
2. Noncompliance with Covenants. Default in the observance or performance of any covenant set
forth in Article 7, for more than twenty (20) 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 0 18 -TC -0I0 - 18 - Fnr Approved 12/2014
Contract or in any statement or certificate furnished by it pursuant to this Contract, or made in Exhibit A,
Recipient's Financial Assistance Application, or in connection with any of the above, proves untrue in any
material respect as of the date of the issuance or making thereof; or
6. Security Deficiencies. Any of the Security Documents that represent the Security pledged by
Recipient to secure this Contract fails for any reason to create a valid and perfected priority security interest
in favor of the IEDA; or
7. Judgment. Any judgment or judgments, writ or writs or warrant or warrants of attachment, or
any similar process or processes entered or filed against the Recipient or against any of its property and
remains unvacated, unbonded or unstayed for a period of 30 days which materially and adversely affects
Recipient's ability to perform its obligations under this Contract; or
8. Adverse Change in Financial Condition. Any change occurs in the financial condition of the
Recipient which would have a material adverse effect on the ability of the Recipient to perform under this
Contract; or
9. Bankruptcy or Similar Proceedings Initiated. Either the Recipient shall (i) have entered
involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) not
pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an assignment
for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver,
custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its property, (v)
commence any proceeding seeking to have entered against it an order for relief under the United States
Bankruptcy Code as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation,
reorganization, arrangement, adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading
denying the material allegations of any such proceeding filed against it, or (vi) fail to contest in good faith
any appointments or proceeding described below; or
10. Appointment of Officials. A custodian, receiver, trustee, examiner, liquidator or similar official
is appointed for either the Recipient or any substantial part of any of its respective property, or a proceeding
described above is commenced against the Recipient and such appointment continues undischarged or such
proceeding continues undismissed or unstayed for a period of sixty (60) days; or
11. Insecurity. IEDA in good faith deems itself insecure and reasonably believes, after
consideration of all the facts and circumstances then existing, that the prospect of payment and satisfaction
of the obligations under this Contract, or the performance of or observance of the covenants in this Contract,
is or will be materially impaired; or
12. Failure to Submit Required Reports. The Recipient fails to submit complete reports by the
required due dates as outlined in Article 7; or
13. Layoffs, Relocation or Closure. The Recipient or any Affiliate experiences a layoff or relocates
or closes any of its facilities within the state of Iowa; or
14. Hiring workers not authorized to work in state. The Recipient fails to only employ only
individuals legally authorized to work in the state of Iowa. If Recipient is found to knowingly employ
individuals not legally authorized to work in the state of Iowa then, in addition to any and all other
applicable penalties provided by current law, all or a portion of the assistance received is subject to
repayment; or
15. Failure to Maintain Program Eligibility Requirements. Recipient fails to maintain a statutory
eligibility requirement for a program providing assistance under this Contract.
Contract # 18 -TC -010 - 19 -
hot Approved 12/2014
(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, during
which the Recipient shall have an opportunity to cure, provided that cure is possible and feasible.
(c) Remedies Available to IEDA. When an Event of Default has occurred and is not cured within the
required time period, IEDA may, after written notice to Recipient:
I . Terminate this Contract.
2. Suspend or reduce pending and future disbursements.
3. Declare immediately due and payable without further demand, presentment, protest or notice
of any kind the principal and any accrued interest on any outstanding Promissory Notes issued pursuant to
this Contract, including both principal and interest and all fees, charges and other amounts payable under
this Contract.
4. Require repayment of all or a portion of Award Funds disbursed.
5. Revoke or reduce authorized Tax Incentives.
6. Require full repayment of all or a portion of the value of Tax Incentives received.
(d) Reserved.
(e) Default Interest Rate. If an Event of Default occurs and remains uncured, a default interest rate of
6% shall apply to repayment of amounts due under this Contract. The default interest rate shall accrue
from the first date Award Funds are disbursed or Tax Incentives are received.
(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 may result in termination of this
Contract and repayment by Community of all or a portion of the pledged local match, plus applicable default
interest and costs.
(a) Events of Default. Any one or more of the following shall constitute an "Event of Default by
Community" under this Contract:
1. Noncompliance with Covenants. Default in the observance or performance of any covenants of
the Community set forth in Article 8, for more than five (5) business days; or
2. Material Misrepresentation. Any representation or warranty made by the Community in this
Contract or in any statement or certificate furnished by it pursuant to this Contract, or made by Community
in Exhibit A, Recipient's Financial Assistance Application, or in connection with any of the above, proves
untrue in any material respect as of the date of the issuance or making thereof.
(b) Notice of Default and Opportunity to Cure. If IEDA has reasonable cause to believe that an Event
of Default has occurred under this Contract, IEDA shall issue a written Notice of Default to the Community
setting forth the nature of the alleged default in reasonable specificity and providing therein a reasonable
Contract # 18 -TC -010 - 20 -
Fml Approved 12/2014
period of time, which shall not be fewer than thirty (30) days from the date of the Notice of Default, during
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 payment by Community of the amount of local financial assistance pledged to the
Project but not provided.
(d) Expenses. The Community agrees to pay to the IEDA all expenses reasonably incurred or paid by
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 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, 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, except as provided
below:
(a) Writing required. The Contract may only be amended if done so in writing and signed by all the
parties. Examples of situations requiring an amendment include, but are not limited to, time extensions,
budget revisions, and significant alterations of existing activities or beneficiaries.
(b) IEDA review. Requests to amend this Contract shall be processed by IEDA in compliance with the
IEDA's rules and procedures applicable to contract amendments.
10.3 Notices. Except as otherwise specified herein, all notices hereunder shall be in writing, including,
without limitation by fax, and shall be given to the relevant party at its address, e-mail address, or fax
number set forth below, or such other address, e-mail address, or fax number as such party may hereafter
specify by notice to the other parties provided by United States mail, by fax or by other telecommunication
device capable of creating a written record of such notice and its receipt. Notices hereunder shall be
addressed:
Contract # 18 -TC -010 - 21 - F1nr Approved 12/2014
To the Recipient at:
Crystal Distribution Services, Inc.
Tom Poe
1656 Sycamore St.
Waterloo, IA 50703
E-mail: tpoe@crystaldist.com
Telephone: 319.274.4550
Facsimile: 319.23 3.9464
To the IEDA at:
Iowa Economic Development Authority
Compliance
200 East Grand Avenue
Des Moines, Iowa 50309
Attention: Business Development - Compliance
E-mail: Compliance@iowaeda.com
Telephone: 515.725.3000
Facsimile: 515.725.3010
To the Community at:
City of Waterloo
Mayor Quentin Hart
715 Mulberry Street
Waterloo, IA 50703
E-mail: mayor@waterloo-ia.org
Telephone: 319.291.4301
Facsimile: 319.291.4286
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 final determinations pursuant to Iowa Code Chapter 17A,
Iowa Administrative Procedure Act.
10.6 Waivers. No waiver by IEDA of any default hereunder shall operate as a waiver of any other
default or of the same default on any future occasion. No delay on the part of the IEDA in exercising any
right or remedy hereunder shall operate as a waiver 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
Contract # 18 -TC -010 - 22 -
Port Approved 12/2014
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 Severabilitv of Provisions. Any provision of this Contract which is unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without
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 IEDA and their
respective successors and assigns, and shall inure to the benefit of the IEDA and Recipient and their
successors and assigns.
10.11 Nonassignment. This Contract shall not be assigned, in whole or in part, by Recipient unless
approved in writing by IEDA.
10.12 Termination. This Contract can be terminated under any of the following circumstances:
(a) Agreement of the Parties. Upon written agreement of the Recipient, the Community and IEDA.
(b) Unremedied Event of Default. As a result of the Recipient's or Community's unremedied Event of
Default pursuant to Article 9.
(c) Termination or reduction in funding to IEDA. As a result of the termination or reduction of funding
to IEDA as provided in Article 4.4(c).
10.13 Documents Incorporated by Reference. The following documents are incorporated by reference
and considered an integral part of this Contract:
1. Exhibit A -
2. Exhibit B-1
Recipient's Financial Assistance Application (on file with IEDA),
Application # 18-HQJTC-010
High -Quality Jobs Program — Tax Credit Component 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:
Contract tl 18 -TC -010 - 23 -
Fn0 Approved 12/2014
1. Article 1 - 10 of this Contract.
2. Exhibit A -
3. Exhibit B-1
Recipient's Financial Assistance Application (on file with IEDA),
Application # 18-HQJTC-010
High -Quality Jobs Program — Tax Credit Component Special Conditions
4. Exhibit C - Description of the Project and Award Budget
5. Exhibit D - Job Obligations
6. Exhibit E - Reserved
7. Exhibit F - Reserved
10.15 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 signing this Contract, which are
not contained herein, are nonbinding, void and of no effect. None of the Parties has relied on any such prior
representation in entering into this Contract.
-This space intentionally left blank, signature page follows -
Contract # 18 -TC -010 - 24 -
Fres Approved 12/2014
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:
Debora V. DurhanY, Director
/271d/r7
Date
FOR THE COMMUNITY:
BY: at_
�
1
Signature
Typed Name and�'itle
1")/2-11 -7
Date
FOR RECIPIENT:
BY:
Si nature
til (U/11 A i \Atywa.t PO
Typed Name and Title
Date
Contract # 18 -TC -010 - 25 - Frig Approved 12/2014
LIST OF EXHIBITS
Exhibit A - Recipient's Financial Assistance Application (on file with IEDA), Application # 18-
HQJTC-010
Exhibit B-1 High Quality Jobs Program — Tax Credit Component Special Conditions
Exhibit C - Description of the Project and Award Budget
Exhibit D - Job Obligations
Exhibit E - Reserved
Exhibit F - Reserved
Contract # 18 -TC -010 - 26 -
Fml Approved 12/2014
EXHIBIT B —1
High Quality Jobs Program — Tax Credit Component
Special Conditions to Contract # 18 -TC -010
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 Qualjing 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.
"Qualifyinglnvestment"means the statutorily -required minimum investment amount that must be made
and maintained by the Recipient to receive High Quality Jobs Program Tax Incentives for this Project. This
amount is as stated in Section 2 of this Exhibit. Not all expenditures count toward meeting the required
Qualifying Investment. The categories of expenditures that can be included for purposes of meeting and
maintaining statutorily -required investment requirements are described in 261 IAC 174.10.
"Economically Distressed Area" means a county that ranks among the bottom 33 of all Iowa counties,
as measured by either the average monthly unemployment level for the most recent 12 -month period or the
average annualized unemployment level for the most recent five-year period.
SECTION 2: TERMS AND CONDITIONS OF THE AWARD
2.1 Award. The Recipient is awarded the following Tax Incentives through the High Quality Jobs
Program, based on the minimum investment requirements described herein: $136,500.
2.2 Minimum Investment Requirements. As a condition of receiving Tax Incentives, the Recipient
shall meet the following minimum investment requirements:
(a) Capital Investment. $ 5,500,000
(b) Qualifying Investment. $ 5,500,000
(c) Investment Qualifying for Tax Credits. $ 5,500,000
2.3 Additional Tax Incentives. The Recipient is eligible for additional incentives pursuant to Iowa
Code section 15.326, et. seq. The following Tax Incentives, in the maximum amounts shown for each
authorized incentive, are also available to the Recipient:
Contract # 18 -TC -010 Exhibit B-1, Page 1
F7mApproved /2/2014
Authorized Incentives
Included in Award
Maximum Amt.
Refund of Sales, Service, and Use Taxes.
$ 136,500
�il Yes
■ No
Refund of Sales Taxes Attributable to Racks, Shelving,
and Conveyor Equipment.
❑ Yes
® No
$ 0
Corporate Tax Credit For Certain Sales Taxes Paid
By Third Party Developer.
$ 0
• Yes
I No
Investment Tax Credit
0 Yes
® No
$ 0
Research Activities Credit.
0 Yes
$ 0
►/ No
Local Property Tax Exemption Provided by
❑ Yes
® No
$ 0
Community
2.4 Conditions for Authorized Incentives. The Recipient is responsible to seek these additional
incentives through processes described in the applicable statutes and corresponding administrative rules,
ordinances and procedures. The following conditions shall apply to the incentives described in section 2.3
of this Exhibit.
(a) Refund Of Sales, Service And Use Taxes Paid To Contractors Or Subcontractors. The Recipient is
eligible for a refund of sales, service and use taxes paid to contractors and subcontractors as authorized in
Iowa Code section 15.331A (2011 Supplement).
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:
i. Inform the Iowa Department of Revenue (IDR) in writing within two weeks of
project completion. For purposes of claiming this refund, "project completion"
means the first date upon which the average annualized production of finished
product for the preceding ninety -day period at the manufacturing facility
operated by the Recipient is at least fifty percent of the initial design capacity of
the facility.
ii. Make an application to IDR within one year after Project Completion, as defined
in sub -paragraph i above.
(b) Reserved.
Contract # 18 -TC -010 Exhibit B-1, Page 2 LhnAppr"ved 12/2014
(c) Reserved.
(d) Reserved.
(e) Reserved.
(1) Reserved.
SECTION 3: ADDITIONAL COVENANTS
In addition to the Covenants described in Article 7 of the Contract, the Recipient shall be bound to the
additional covenants:
3.1 Job Obligations. By the Project Completion Date, the Recipient shall create and/or retain the
number of FTE Created Jobs and Retained Jobs included in, for Retained Jobs, and above, for Created Jobs,
the Recipient's Base Employment Level, as detailed in Exhibit D — Job Obligations, and maintain the jobs
through the Maintenance Period.
3.2 Wage Obligations. The Qualifying Wage Threshold rates specific to this Contract that must be
met are stated in Exhibit D, Job Obligations. By the Project Completion Date and through the Maintenance
Completion Period Date, the Recipient shall:
(a) For Projects in Economically Distressed Areas or at a designated Grayfield Site, the Qualifying
Wage Threshold requirement applicable to all phases of the Project is 100% of the Qualifying Wage
Threshold.
(b) For Projects at a designated Brownfield Site, the Qualifying Wage Threshold requirement
applicable to all phases of the Project is 90% of the Qualifying Wage Threshold.
(c) For all other Projects:
1. For the Created Jobs, pay 100% of the Qualifying Wage Threshold at the start of the Project
Completion Period, at least 120% of the Qualifying Wage Threshold by the Project Completion Date,
and at least 120% of the Qualifying Wage Threshold until the Maintenance Period Completion Date.
2. For the Retained Jobs, pay at least 120% of the Qualifying Wage Threshold throughout both
the Project Completion Period and the Maintenance Period.
3.3 Provide Sufficient Benefits. The Recipient shall provide Sufficient Benefits to all employees
included as part of the job and wage obligations.
SECTION 4: ADDITIONAL DEFAULT PROVISIONS
In addition to the default provisions included in Article 9 of the Contract, the following default provisions
shall apply:
4.1 Repayment of Tax Incentives Received - High Quality Jobs Program. IDR is the state agency
responsible for collecting the value of any Tax Incentives received in violation of the terms of this Contract.
The Community is the party responsible for collecting the value of the local tax incentives received in
violation of this Contract. IEDA will determine if the Recipient has met the terms of this Contract. If there
is an unremedied Event of Default, IEDA will provide written notice to IDR and the Community.
Contract # 18 -TC -010 Exhibit B-1, Page 3
Pint Approved 12/2014
Calculation of the amount owed may be based on a sliding scale in certain circumstances and may include
interest assessed by IDR. Those circumstances are as follows:
(a) Failure to Meet Job Obligations by Project Completion Date. If the Recipient does not meet its
Job Obligations as detailed in Exhibit D, Job Obligations by the Project Completion Date, the repayment
amount shall be the same proportion as the amount of the shortfall in created jobs. For example, if the
business creates 50 percent of the jobs required, the business shall repay 50 percent of the incentives
received.
Upon repayment of the amount due, IEDA will reduce the Recipient's Job Obligations. The reduced
Job Obligations must be maintained through the Maintenance Period Completion Date.
(b) Job shortfall at Maintenance Period Completion Date. If the Recipient does not maintain its
adjusted Job Obligations through the Maintenance Period Completion Date, Recipient shall repay an
additional percentage of the Tax Incentives it has received. The amount to be repaid will be calculated as
described in subsection (a) above.
(c) Qualifying Investment. If the Business does not meet its Qualifying Investment requirement as
defined in Section 2 of this Exhibit, the repayment amount shall be the same proportion as the amount of
the shortfall in required Qualifying Investment. For example, if the business meets 75 percent of the amount
of required capital investment, the business shall repay 25 percent of the amount of the incentives received.
(d) Less than Total Project Cost at Project Completion Date. If the Recipient does not complete the
Project with a Total Project Cost as stated in Exhibit C, Project Description and Award Budget, by the
Project Completion Date Recipient shall repay a portion of the Tax Incentives received.
For example, if the Recipient's required Total Project Cost is 10% less than pledged, 10% of the
value of the Tax Incentives received, plus any interest assessed by IDR, must be repaid.
(e) Repayment Amount If Shortfall in Job Obligations, Qualifying Investment and/or Less Than Total
Project Cost. If the Recipient experiences a shortfall in two or more of its requirements related to Job
Obligations, Qualifying Investment, or the Total Project Cost, IEDA will calculate the percentage owed for
the Recipient's failure to meet each of the requirements. The higher of these amounts shall be the amount
Recipient shall repay to IDR.
(f) Selling, Disposing, or Razing of Property. If, within five years of purchase, the Recipient sells,
disposes of, razes, or otherwise renders unusable all or a part of the land, building, or other existing
structures for which an investment tax credit was claimed, the income tax liability of the Recipient for the
year in which all or part of the property is sold, disposed of, razed, or otherwise rendered unusable shall be
increased by one of the following amounts, plus any interest assessed by IDR:
1. 100% of the tax credit claimed if the property ceases to be approved for the tax credit within
one full year after being placed in service.
2. 80% of the tax credit claimed if the property ceases to be approved for the tax credit within two
full years after being placed in service.
3. 60% of the tax credit claimed if the property ceases to be approved for the tax credit within
three full years after being placed in service.
4. 40% of the tax credit claimed if the property ceases to be approved for the tax credit within
Contract ti 18 -TC -010
Exhibit B-1, Page 4 Milt Approved 12/2014
four full years after being placed in service.
5. 20% of the tax credit claimed if the property ceases to be approved for the tax credit within five
full years after being placed in service.
- End of Exhibit B —1 -
Contract # 18 -TC -010 Exhibit 13-1, Page 5
Pmt Approved 12/2014
Name of Recipient:
Name of Community:
Contract Number:
DESCRIPTION OF THE PROJECT AND AWARD BUDGET
(EXHIBIT C)
Crystal Distribution Services, Inc.
City of Waterloo
18 -TC -010
PROJECT DESCRIPTION
Crystal Distribution Services, Inc. will construct a new 50,000 s.f. freezer space and demolish and repurpose the site of the
existing facility.
$136,500 estimated benefit value
AWARD BUDGET
SOURCE OF FUNDS
AMOUNT
FORM
USE OF FUNDS
COST
IEDA Programs
51,300,000
*Land Acquisition
Tax Abatement
HQJP Tax Credit
'See Below
*Site Preparation
$500,000
In -Kind Contributions
*Building Acquisition
City of Waterloo
$640,000
*Building Construction
$4,050,000
Bank
$3,360,000
10 yr @ 5.125%
*Building Remodeling
Other
SBA
$1,500,000
20 yr @ 4.8%
Lease Payments
*Mfg Machinery and Equipment
$900,000
Other Machinery and Equipment
Racking, Shelving, etc.
*Computer Hardware
$50,000
Computer Software
*Furniture and Fixtures
Working Capital
Research and Development
Job Training
*included as capital investment if
awarded tax credit program
Total !
$5,500,000
Total
$S,500,000
$136,500 estimated benefit value
OTHER FUNDING
SOURCE OF FUNDS
TOTAL AMOUNT
FORM/TERM
USED AS MATCH
TIF Rebate
51,300,000
YES
Tax Abatement
260E Job Training
In -Kind Contributions
RISE
RED
Other
EXHIBIT D — JOB OBLIGATIONS
Recipient: Crystal Distribution Services, Inc.
Community: City of Waterloo
Contract Number: 18 -TC -010
This Project has been awarded Project Completion Assistance and Tax Incentives from the High Quality Jobs Program (HQJP)
— Tax Credit Component. The chart below outline the contractual job obligations related to this Project.
Data in the "Employment Base" column has been verified by IEDA and reflects the employment characteristics of the facility
receiving funding before this award was made. Jobs to be retained as a part of this Project must be included in these
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 Recipient must achieve, at a
minimum, the numbers found in the "Total Job Obligations" column.
HQJP JOB OBLIGATIONS � ' � �,� �
1I Irl �nc P od o pletio } Date «Aug st31, 2022
EnlplArYms�7t
<,. g
58
x � ,
1
-
59
Total employment at project location
Average wage of total employment at project location
$17.22
'��'."`Nc'+".J,+' �
r
�
,w'
�`~
'.^LL
{
/i....� .o 'o.
18
"o-"'rE-�°~"'�'v..✓^m.+�r"m.�?'"a �.�it_"-in?i �.. �h, .�%., ".� ��. � � �.,,.���
Sys:. ..s ^�a'�m.T.
$17.29
Qualifying Laborshed Wage threshold requirement (per hr)
.^$. "t ..i 4 "Y .� 3 'k'' 3 +'`L'�3. i .�. ..v' q 4
,,.. ✓ 'v �
17
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1
Number of jobs at or above qualifying wage
Average Wage of jobs at or above qualifying wage
$28.42
Notes re: Job Obligations
1. When determining the number of jobs at or above the qualifying wage, wages will include only the
regular hourly rate that serves as the base level of compensation. The wage will not include
nonregular forms of compensation such as bonuses, unusual overtime pay, commissions, stock
options, pension, retirement or death benefits, unemployment benefits or other insurance, or other
fringe benefits.
2. Employment Base includes 0 "Retained Jobs".
If the Recipient uses or proposes to use a non-standard 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.
If the box is not checked or if no alternative schedule is provided, IEDA will consider "Full-time
Equivalent (FTE) Job" to mean the employment of one person for 8 hours per day for a 5 -day, 40 -
hour workweek for 52 weeks per year, including paid holidays, vacations and other paid leave.
0 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].
Sufficient Benefits Deductible Requirements
Recipient shall provide Sufficient Benefits with a maximum deductible of $2,250 for single coverage or
$4,500 for family coverage.
Crystal Distribution Services, Inc.
Contract #18 -TC -010
DOCUMENTS NEEDED FOR PROCESSING REQUESTS FOR RECEIPT OF TAX
CREDIT BENEFITS
Contract Documents Article 4:
Received
11
LJ
Responsibility of:
Fully executed Contract [§4.3(a)] Recipient, IEDA
Certified copy of the Company's Articles of Incorporation. [§4.3(b)] Recipient
Certificate of Corporate Existence/Corporate Authority from the Iowa Secretary of Recipient
State [§4.3(c)]
Results of Lien and Tax Search and Documentation of Satisfactory Credit History IEDA
[§4.3(d)]
❑ Solid and Hazardous Waste Reduction Plan. To comply with Iowa Code section Recipient
15A.1(3)"b". Of the company doesn't have hazardous waste, they'll still have solid i.e. wastepaper.
They need to either use one of the contacts provided with the award letter, or provide in-house audit results or
proposal of an in-house audit). [§4.3(f)]
❑ Signed Authorization for Release of Confidential State Tax Information form Recipient
[§4.3(g)]
❑ Project Financial Commitments with a letter from each funding source to include Recipient
amount, rate and terms [§4.3(g)]
❑ City of Waterloo: $640,000 ❑ Bank: $3,360,000 10 yr @5.125%
❑ SBA: $1,500,000 20yr @ 4.8%
❑ State Building Code Bureau Approval [§4.3(i)] if applicable
❑ Closing Cost Fee [§4.5]
"Other" Documents:
❑ W-9 form
❑ Other
Recipient
Recipient
Recipient
NOTE: Once all documents have been received by your project manager, the business will be
issued a tax credit number which the Iowa Department of Revenue is now requiring for all tax
credits claimed.
IEDA USE ONLY
1 certify all original signed contract documents have been received and appropriate documentation supporting
this tax credit number has been reviewed and approved.
Project Manager Date
Team Leader Date
Sales and Use Tax Refunds
for Iowa Economic Development Tax Credit Programs:
Enterprise Zone, High Quality Jobs, and Workforce Housing Tax Incentive Program
Q: Our business is participating in a tax credit program, and we were charged sales/use tax during the
construction phase of our project. How do we receive a refund for the sales/use tax?
A: To file a claim for a refund of sales/use taxes in Iowa, please use the correct forms, which can be
found on the Iowa Department of Revenue (IDR) website at https://tax.iowa.gov/form-
search?form querv=sales+tax&form search submit=Find You will also need to provide your Tax Credit
Certificate Number to claim any tax credits or receive refunds.
Q: We also paid local option sales tax. May we file a refund claim for that?
A: No, local option sales taxes are not eligible for refund under a tax credit program.
Q: Is there a deadline to file a refund claim?
A: Yes, there are two deadlines. First, within two weeks of project completion, you must notify IDR that
your project has been completed and that you intend to file for a sales and use tax refund claim under
the tax credit program. Include the Tax Credit Certificate Number in that notice. The notice can be sent
as a written letter to the Department or electronically to the addresses provided on the next page.
Second, you have one (1) year after project completion to file your refund claim.
The definition of "Project Completion", for purposes of reporting to IDR that a project has been
completed, means:
1. For new manufacturing facilities, the first date upon which the average annualized production of
finished product for the preceding 90 -day period at the manufacturing facility is at least 50 percent of the
initial design capacity of the facility.
2. For all other EZ or HQJ projects, the date of completion of all improvements necessary for the start-up,
location, expansion or modernization of a business.
3. For all WHTIP, the date of completion is the date on which Iowa Economic Development Authority
(IEDA) notifies IDR that all applicable requirements of an agreement entered into pursuant to section
15.354 are satisfied.
Q: What forms do we need to use?
A: You will need to complete a Construction Contract Claim for Refund (document is available here:
https://tax.iowa.gov/sites/files/idr/ConstrucContractClaimforRfd%2835003%2914.pdf). Use this form to
request a refund on sales/use tax paid by the contractor or subcontractor in performance of a written
construction contract with your business. Answer yes to the question "5. Are you claiming a refund for
which you received a tax credit certificate?" on the form and provide a copy of the tax credit certificate for
your IEDA award. You cannot make a claim for a sales and use tax refund until you have received the
tax credit certificate from IEDA which must include the amount of sales and use tax refund awarded to
your company. Also, an Iowa Contractor's Statement (form 35-002a) needs to be completed and
attached. Invoices do not have to be attached to the contractor's statement, but the Department of
Revenue reserves the right to request invoices when reviewing the refund claim.
Tips for a Quicker Refund:
1. On the "Description of Project" line, include your Contract or Agreement Number
assigned by IEDA. (example: 1X-TC-OXX or
1X-HQJP-OXX)
2. Attach a completed Contractor's Statement even if you are your own contractor.
3. Fill out lines 1-5 completely and check your math.
Q: What is an Iowa Contractor's Statement, and why do we have to attach it to our claim?
A: This form is a legal document (document is available here:
https://tax.iowa.gov/sites/files/idr/ContractorStmt%2835002%2914.pdf). There is an oath at the bottom
of the statement. The contractor or subcontractor needs to sign the oath and have it notarized. The
back of the Iowa Contractor's Statement has simple instructions to follow. It is very important that all
portions of the Iowa Contractor's Statement are completed by the contractor or subcontractor to make
sure your claim can be processed in a timely manner.
Updated January 11, 2017
Sales and Use Tax Refunds
for Iowa Economic Development Tax Credit Programs:
Enterprise Zone, High Quality Jobs, and Workforce Housing Tax Incentive Program
Q: How do we request a refund for sales and use tax we paid for gas, electric, water, or sewer utility
services used during construction?
A:
• You will need to complete the Form IA -843 Claim for Refund.
• Please explain the kind of items being claimed in the "Reason for Refund Request" portion of the
claim form and reference the law under which you are applying (i.e. 2011 Iowa Code Section
15.331A, High Quality Jobs Program)
• Include the Contract or Agreement Number given to you by IEDA (example: 1X-TC-OXX or 1X-
HQJP-OXX).
• Include copies of the invoices or a schedule to support the claim
Documentation the Department of Revenue may request:
1. Copies of all invoices supporting the contractor statements submitted. These invoices may be
submitted to the auditor electronically.
2. A spreadsheet which includes all of the invoices and the invoice detail. A sample spreadsheet is
available for your use.
3. Permit numbers and quarters of remitted consumers use tax for any contractor claiming
consumers use tax was paid on materials included on the contractor statements.
Suggestions to help facilitate the review process:
1. All invoices should be matched to the contractor statements to ensure totals match.
2. All invoices should be reviewed to ensure that Iowa tax was charged on the invoice. Tax paid to
any other state is not refundable on these claims.
3. All invoices should be reviewed to ensure items submitted for refund are building materials and/or
other items used in the performance of a written construction contract.
4. All claims should be reviewed to ensure that no local option tax is included in the refund request.
Local option tax is not eligible for refund.
5. Make sure that the refund claim is filed by the entity that is the eligible business according to the
agreement.
Please note that additional documentation may be requested on a case-by-case basis.
If you have any questions or want to submit a notice of project completion, please contact:
Tax Credit Unit
Iowa Department of Revenue
P.O. Box 14454
Des Moines, IA 50306-3454
Telephone (515)281-8475 or (319)375-8704
Email: judy.neal@iowa.gov or
timothy.burington@iowa.gov
Updated April 20, 2017
AUTHORIZATION FOR RELEASE OF CONFIDENTIAL STATE TAX INFORMATION AND
CONFIDENTIAL UNEMPLOYMENT INSURANCE INFORMATION
The undersigned (noted below as "Taxpayer") is an applicant for or a recipient of an award by the Iowa Economic Development
Authority (IEDA) and has entered into contract number 18 -TC -010 .
The undersigned hereby authorizes the Department of Revenue to provide to IEDA state tax information in the file pertinent to this
contract or tax credit certificate(s). This Authorization for Release of Confidential State Tax Information shall be valid for all tax periods
either 1) for a 3 -year period following completion of the contract or 2) for a 3 -year period following completion of tax credit claims using
the above tax credit certificate number(s), whichever is longer.
In the case of pass-through business entities (such as partnerships, limited liability companies, cooperatives, S corporations, etc.), data for
members of the business entity will be aggregated and released at the business level to the Awarding Agency with this signed release
from the business entity. The signature of a business representative on this Authorization form authorizes the Iowa Department
of Revenue to release tax information at the business entity level.
State tax information authorized for release includes tax information pertinent to the taxpayer for individual income tax, corporate
income tax, franchise tax, insurance premiums tax, sales and use tax, withholding tax, moneys and credits tax, and the replacement tax on
utilities that is requested by the Awarding Agency in the administration of tax credit programs and other state financial assistance
programs.
The undersigned hereby authorizes the Iowa Department of Workforce Development to provide to the Iowa Department of Revenue and
to the Awarding Agency the Employment Contribution and Payroll Tax Report (form 65-5300) and Multiple Worksite Report (BLS
3020) and information from these forms for the Employer Identification Number (EIN) number pertinent to the above specified contract
or tax credit certificate(s). Iowa Workforce Development may provide the information without providing the report. The confidential
unemployment insurance information will be released, pursuant to this authorization only to the IEDA and/or The Department of
Revenue for the purpose of evaluation and administration of tax credit programs and other state financial assistance programs. This
Authorization for Release of Confidential Unemployment Insurance information shall be valid for all periods either 1) for a 3 -year period
following completion of the contract or 2) for a 3 -year period following completion of tax credit claims using the above tax credit
certificate number(s), whichever is longer.
C C�STPr(_ `V WDrl2% OtNI.Sci.c CCS is1C. .
ltx.i5L Jyc���rnbre J\-. �D.30.c 1'I\- 4
\N IN-ecz-\ P• 5 6. 1 � W
\R.. x.34 -14140I
Name of Taxpayer:
Street Address:
City, State, Zip
Telephone Number:
Email Address:
r_._(•\r\-p,1�\.'ter Qc,\NA_
Social Security Number (for individuals):
Employer Identification Number (for businesses): aO.C) — aca4 zn 1�
Unemployment Insurance Number (for businesses): 33`XO l i —O(3CM
Type of Entity: Cl Individual/Sole Proprietorship 0 Partnership lit Corp 0 C Corp
❑ LLC 0 Cooperative 0 Other (specify)
Signature of Taxpayer: c Mina,
Title (Required for partnerships and corporations1):
Date signed: 9- 0,79-17
1 Partnerships — Only partners can authorize release of information.
Corporations — Only corporate officers can authorize release of information.
Revised 5/13
Form W-9
(Rev. December2014)
Department of the Treasury
Internal Revenue Service
Request for Taxpayer
Identification Number and Certification
Give Form to the
requester. Do not
send to the IRS.
Print or type
See Specific Instructions on page 2.
1 Name (as shown on your Income tax return), Name Is required on This lino; do not leave thls line blank.
Crystal Distribution Services, Inc.
2 Business name/disregarded entity name, if different from above
3 Check appropriate box for federal tax classification; check only one of the following seven boxes:
• Individual/sole proprietor or • C Corporation SI S Corporation i1♦ Partnership El Trust/estate
single -member LLC
S=S P=partnership) ►
4 Exemptions (codes apply only to
certain entities, not Individuals; see
instructions on page 3):
Exempt payee code (If any)
j• Limited liability company. Enter the tax classification (C=C corporation, corporation,
Note. For a single -member LLC that Is disregarded, de not check LLC; check the appropriate box in the line above for
the tax classification of the single -member owner.
Exemption from FATCA reporting
code (If any)
ini Other (see instructions) ►
(Applies to accounts matntafned outside the u.a)
5 Address (number, street, and apt. or suite no.)
1656 Sycamore Street PO Box 1744
Requester's name and address (Optional)
6 City, state, and ZIP code
Waterloo, Iowa 50704
7 List account number(s) here (optional)
Part
1
Taxpayer Identification Number (TIN)
Enter your TIN In the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number
backup withholding. For Individuals, this Is generally your social security number (SSN). However, for a
resident alien, sole proprietor, or disregarded entity, see the Part I Instructions on page 3. For other
entities. it is your employer Identification number (EIN). If you do not have a number, see How to get a
—
—
TIN on page 3.
Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for
guidelines on whose number to enter.
or
Employer Identification number
2
0
2
8
4
3
7
1
9
Part 11
Certification
Under penalties of perjury, I certify that;
1. The number shown on thls form is my correct taxpayer Identification number (or 1 am waiting for a number to be issued to me); and
2. I am not subject to backup withholding because; (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (a) the IRS has notified me that I am
no longer subject to backup withholding; and
3. I am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage
Interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and
generally, payments other than Interest and dividends, you are not req Ired to sign the certification, but you must provide your correct TIN. See the
instructions on page 3.
Sign
Here
Signature of
U.S. pera�oti ►
General Instructions
Section references are to the Internal Revenue Code unless otherwise noted.
Future developments. Information about developments affecting Form W-9 (such
as legislation enacted after we release it) Is at www.irs.gov/fw9.
Purpose of Form
An Individual or entity (Form W-9 requester) who is required to file an Information
return with the IRS must obtain your correct taxpayer Identification number (TIN)
which may be your social security number (SSN), individual taxpayer identification
number (ITIN), adoption taxpayer Identification number (ATIN), or employer
identification number (EIN), to report on an information return the amount pald to
you, or other amount reportable on an Information return. Examples of Information
returns Include, but are not limited to, the following:
• Form 1099 -INT (interest earned or paid)
• Form 1099 -DIV (dividends, Including those from stocks or mutual funds)
• Form 1099-MISC (various types of Income, prizes, awards, or gross proceeds)
• Form 1099-B (stock or mutual fund sales and certain other transactions by
brokers)
• Form 1099-S (proceeds from real estate transactions)
• Form 1099-K (merchant card and third party network transactions)
• Form 1095 (home mortgage Interest), 1098-E (student loan Interest), 1098-T
(tuition)
• Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property)
Use Form W-9 only if you are a U.S. person (including a resident alien), to
provide your correct TIN,
If you do not return Form W-9 to the requester with a TIN, you might be subject
to backup withholding. See What is backup withholding? on page 2.
By signing the filled -out form, you:
1. Certify that the TIN you are giving Is correct (or you are waiting for a number
to be Issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S. exempt payee. If
applicable, you are also certifying that as a U.S. person, your allocable share of
any partnership income from a U.S. trade or business is not subject to the
withholding tax on foreign partners' share of effectively connected income, and
4. Certify that FATCA code(s) entered on this form (if any) Indicating that you are
exempt from the FATCA reporting, Is correct. See What Is FATCA reporting? on
page 2 for further information.
Cat. No. 10231X Form W-9 (Rev. 12-2014)
Form W-9 (Rev. 12-2014)
Page 2
Note. If you are a U.S. person and a requester gives you a form other than Form
W-9 to request your TIN, you must use the requester's form if It Is substantially
similar to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you are considered a U.S.
person If you are:
• An individual who is a U.S. citizen or U.S. resident alien;
• A partnership, corporation, company, or association created or organized in the
United States or under the laws of the United States;
• An estate (other than a foreign estate); or
• A domestic trust (as defined In Regulations section 301.7701-7).
Special rules far partnerships. Partnerships that conduct a trade or business In
the United States are generally required to pay a withholding tax under section
1446 on any foreign partners' share of effectively connected taxable income from
such business. Further, In certain cases where a Form W-9 has not been received,
the rules under section 1446 require a partnership to presume that a partner is a
foreign person, and pay the section 1446 withholding tax. Therefore, If you are a
U.S. person that is a partner in a partnership conducting a trade or business In the
United States, provide Form W-9 to the partnership to establish your U.S. status
and avoid section 1446 withholding on your share of partnership Income.
In the cases below, the following person must give Form W-9 to the partnership
for purposes of establishing its U.S. status and avoiding withholding on Its
allocable share of net Income from the partnership conducting a trade or business
in the United States:
• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the
disregarded entity and not the entity;
• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally,
the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and
• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a
grantor trust) and not the beneficiaries of the trust.
Foreign person. If you are a foreign person or the U.S. branch of a foreign bank
that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use
the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax
on Nonresident Aliens and Foreign Entities).
Nonresident alien who becomes a resident alien. Generally, only a nonresident
alien Individual may use the terms of a tax treaty to reduce or eliminate U.S. lax on
certain types of Income. However, most tax treaties contain a provision known as
a "saving clause." Exceptions specified in the saving clause may permit an
exemption from tax to continue for certain types of income even after the payee
has otherwise become a U.S. resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception contained In the
saving clause of a tax treaty to claim an exemption from U.S. tax on certain types
of income, you must attach a statement to Form W-9 that specifies the following
five items:
1. The treaty country. Generally, this must be the same treaty under which you
claimed exemption from tax as a nonresident alien.
2. The treaty article addressing the income.
3, The article number (or location) In the tax treaty that contains the saving
clause and its exceptions.
4. The type and amount of Income that qualifies for the exemption from tax.
5. Sufficient facts to justify the exemption from tax under the terms of the treaty
article.
Example. Article 20 of the U.5: China Income tax treaty allows an exemption
from tax for scholarship income received by a Chinese student temporarily present
In the United States. Under U.S. law, this student will become a resident alien for
tax purposes if his or her stay in the United States exceeds 5 calendar years.
However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30,
1984) allows the provisions of Article 20 to continue to apply even after the
Chinese student becomes a resident alien of the United States. A Chinese student
who qualifies for this exception (under paragraph 2 of the first protocol) and Is
relying on this exception to claim an exemption from tax on his or her scholarship
or fellowship Income would attach to Form W-9 a statement that Includes the
information described above to support that exemption.
If you are a nonresident alien or a foreign entity, give the requester the
appropriate completed Form W-8 or Form 8233.
Backup Withholding
What is backup withholding? Persons making certain payments to you must
under certain conditions withhold and pay to the IRS 28% of such payments. This
Is called "backup withholding." Payments that may be subject to backup
withholding Include Interest, tax-exempt Interest, dividends, broker and barter
exchange transactions, rents, royalties, nonemployee pay, payments made in
settlement of payment card and third party network transactions, and certain
payments from fishing boat operators. Real estate transactions are not subject to
backup withholding.
You will not be subject to backup withholding on payments you receive if you
give the requester your correct TIN, make the proper certifications, and report all
your taxable interest and dividends on your tax return.
Payments you receive will be subject to backup withholding if:
1. You do not furnish your TIN to the requester,
2. You do not certify your TIN when required (see the Part II instructions on page
3 for details),
3. The IRS tells the requester that you furnished an Incorrect TIN,
4. The IRS tells you that you are subject to backup withholding because you did
not report all your interest and dividends on your tax return (for reportable interest
and dividends only), or
5. You do not certify to the requester that you are not subject to backup
withholding under 4 above (for reportable Interest and dividend accounts opened
after 1983 only).
Certain payees and payments are exempt from backup withholding. See Exempt
payee code on page 3 and the separate Instructions for the Requester of Form
W-9 for more information.
Also see Special rules for partnerships above.
What is FATCA reporting?
The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign
financial institution to report all United States account holders that are specified
United States persons. Certain payees are exempt from FATCA reporting. See
Exemption from FATCA reporting code on page 3 and the Instructions for the
Requester of Form W-9 for more Information.
Updating Your Information
You must provide updated Information to any person to whom you claimed to be
an exempt payee If you are no longer an exempt payee and anticipate receiving
reportable payments In the future from this person. For example, you may need to
provide updated Information if you are a C corporation that elects to be an S
corporation, or if you no longer are tax exempt. In addition, you must furnish a new
Form W-9 if the name or TIN changes for the account; for example, If the grantor
of a grantor trust dies.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are
subject to a penalty of $50 for each such failure unless your failure Is due to
reasonable cause and not to willful neglect.
Civil penalty for false information with respect to withholding. If you make a
false statement with no reasonable basis that results in no backup withholding,
you are subject to a $500 penalty.
Criminal penalty for falsifying information. Willfully falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation of federal law,
the requester may be subject to civil and criminal penalties.
Specific Instructions
Line 1
You must enter one of the following on this line; do not leave this line blank. The
name should match the name on your tax return.
If this Form W-9 Is for a joint account, Ilst first, and then circle, the name of the
person or entity whose number you entered In Part 1 of Form W-9.
a. Individual. Generally, enter the name shown on your tax return. If you have
changed your last name without Informing the Social Security Administration (SSA)
of the name change, enter your first name, the last name as shown on your social
security card, and your new last name.
Note. ITIN applicant: Enter your individual name as it was entered on your Form
W-7 application, line 1a. This should also be the same as the name you entered on
the Form 1040/1040A/1040EZ you filed with your application.
b. Sole proprietor or single -member LLC. Enter your Individual name as
shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade,
or "doing business as" (DBA) name on line 2.
c. Partnership, LLC that Is not a single -member LLC, C Corporation, or S
Corporation. Enter the entity's name as shown on the entity's tax return on line 1
and any business, trade, or DBA name on line 2.
d. Other entities. Enter your name as shown on required U.S. federal tax
documents on line 1. This name should match the name shown on the charter or
other legal document creating the entity. You may enter any business, trade, or
DBA name on line 2.
e. Disregarded entity. For U.S. federal tax purposes, an entity that is
disregarded as an entity separate from Its owner Is treated as a "disregarded
entity." See Regulations section 301.7701-2(c)(2)(111). Enter the owner's name on
line 1. The name of the entity entered on line 1 should never be a disregarded
entity. The name on line 1 should ba the name shown on the Income tax return on
which the income should be reported. For example, If a foreign LLC that is treated
as a disregarded entity for U.S. federal tax purposes has a single owner that is a
U.S. person, the U.S. owner's name Is required to be provided on line 1. If the
direct owner of the entity is also a disregarded entity, enter the first owner that is
not disregarded for federal tax purposes. Enter the disregarded entity's name on
line 2, "Business name/disregarded entity name." If the owner of the disregarded
entity is a foreign person, the owner must complete an appropriate Form W-8
Instead of a Form W-9. Thls Is the case even If the foreign person has a U.S. TIN.
Form W-9 (Rev. 12-2014) Page 3
Line 2
If you have a business name, trade name, DBA name, or disregarded entity name,
you may enter it on line 2.
Line 3
Check the appropriate box in line 3 for the U.S. federal tax classification of the
person whose name is entered on line 1. Check only one box in line 3.
Limited Liability Company (LLC). If the name on line 1 Is an LLC treated as a
partnership for U.S. federal tax purposes, check the "Limited Liability Company"
box and enter "P" in the space provided. If the LLC has filed Form 8832 or 2553 to
be taxed as a corporation, check the "Limited Liability Company" box and in the
space provided enter "C" for C corporation or "S" for S corporation. If it Is a
single -member LLC that Is a disregarded entity, do not check the "Limited Liability
Company" box; instead check the first box in line 3 "Individual/sole proprietor or
single -member LLC."
Line 4, Exemptions
If you are exempt from backup withholding and/or FATCA reporting, enter in the
appropriate space in line 4 any code(s) that may apply to you.
Exempt payee code.
• Generally, Individuals (Including sole proprietors) are not exempt from backup
withholding.
• Except as provided below, corporations are exempt from backup withholding
for certain payments, Including interest and dividends.
• Corporations are not exempt from backup withholding for payments made in
settlement of payment card or third party network transactions.
• Corporations are not exempt from backup withholding with respect to attorneys'
fees or gross proceeds paid to attorneys, and corporations that provide medical or
health care services are not exempt with respect to payments reportable on Form
1099-MISC.
The following codes identify payees that are exempt from backup withholding.
Enter the appropriate code in the space in line 4.
1—An organization exempt from tax under section 501 (a), any IRA, or a
custodial account under section 4030)(7) if the account satisfies the requirements
of section 401(9(2)
2—The United States or any of Its agencies or instrumentalities
3—A state, the District of Columbia, a U.S. commonwealth or possession, or
any of their political subdivisions or instrumentalities
4—A foreign government or any of its political subdivisions, agencies, or
instrumentalities
5—A corporation.
6—A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a U.S. commonwealth or possession
7—A futures commission merchant registered with the Commodity Futures
Trading Commission
8—A real estate Investment trust
9—An entity registered at all times during the tax year under the Investment
Company Act of 1940
10—A common trust fund operated by a bank under section 584(a)
11—A financial institution
12—A middleman known in the investment community as a nominee or
custodian
13—A trust exempt from tax under section 664 or described In section 4947
The following chart shows types of payments that may be exempt from backup
withholding. The chart applies to the exempt payees listed above, 1 through 13.
IF the payment is for...
THEN the payment is exempt for...
Interest and dividend payments
All exempt payees except
for 7
Broker transactions
Exempt payees 1 through 4 and 6
through 11 and all C corporations. S
corporations must not enter an exempt
payee code because they are exempt
only for sales of noncovered securities
acquired prior to 2012,
Barter exchange transactions and
patronage dividends
Exempt payees 1 through 4
Payments over $600 required to be
reported and direct sales over 55,0001
Generally, exempt payees
1 through 52
Payments made in settlement of
payment card or third party network
transactions
Exempt payees 1 through 4
1 See Form 1099-MISC, Miscellaneous In ome, and its instructions.
'However, the following payments made to a corporation and reportable on Form
1099-MISC are not exempt from backup withholding: medical and health care
payments, attorneys' fees, gross proceeds paid to an attorney reportable under
section 6045(9, and payments for services paid by a federal executive agency.
Exemption from FATCA reporting code. The following codes identify payees
that are exempt from reporting under FATCA. These codes apply to persons
submitting this form for accounts maintained outside of the United States by
certain foreign financial institutions. Therefore, if you are only submitting this form
for an account you hold in the United States, you may leave this field blank.
Consult with the person requesting this form if you are uncertain if the financial
Institution is subject to these requirements. A requester may indicate that a code is
not required by providing you with a Form W-9 with "Not Applicable" (or any
similar Indication) written or printed on the line for a FATCA exemption code.
A—An organization exempt from tax under section 501(a) or any individual
retirement plan as defined in section 7701(a)(37)
8—The United States or any of its agencies or instrumentalities
C—A state, the District of Columbia, a U.S. commonwealth or possession, or
any of their political subdivisions or instrumentalities
D—A corporation the stock of which is regularly traded on one or more
established securities markets, as described in Regulations section
1.1472-1(0)(1)0)
E—A corporation that is a member of the same expanded affiliated group as a
corporation described In Regulations section 1.1472-1(0)(1)0)
F—A dealer in securities, commodities, or derivative financial Instruments
(including notional principal contracts, futures, forwards, and options) that is
registered as such under the laws of the United States or any state
G—A real estate Investment trust
H—A regulated investment company as defined in section 851 or an entity
registered at all times during the tax year under the Investment Company Act of
1940
I—A common trust fund as defined in section 564(a)
J—A bank as defined in section 581
K—A broker
L—A trust exempt from tax under section 664 or described in section 4947(a)(1)
M—A tax exempt trust under a section 403(b) plan or section 457(g) plan
Note. You may wish to consult with the financial Institution requesting this form to
determine whether the FATCA code and/or exempt payee code should be
completed.
Line 5
Enter your address (number, street, and apartment or suite number). This is where
the requester of this Form W-9 will mall your information returns.
Line 6
Enter your city, state, and ZIP code.
Part I. Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. If you are a resident alien and you do not
have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer
identification number (ITIN). Enter it in the social security number box. If you do not
have an ITIN, see How to get a TIN below.
If you are a sole proprietor and you have an EIN, you may enter either your SSN
or EIN. However, the IRS prefers that you use your SSN.
If you are a single -member LLC that is disregarded as an entity separate from its
owner (see Limited Liability Company (LLC) on this page), enter the owner's SSN
(or EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC
is classified as a corporation or partnership, enter the entity's EIN.
Note. See the chart on page 4 for further clarification of name and TIN
combinations.
How to get a TIN. If you do not have a TIN, apply for one immediately. To apply
for an SSN, get Form SS -5, Application for a Social Security Card, from your local
SSA office or get this form online at www.ssa.gov. You may also get this form by
calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer
identification Number, to apply for an ITIN, or Form SS -4, Application for Employer
Identification Number, to apply for an EIN. You can apply for an EIN online by
accessing the IRS website at wwwirs.gov/businesses and clicking on Employer
Identification Number (EIN) under Starting a Business. You can get Forms W-7 and
SS -4 from the IRS by visiting IRS.gov or by calling 1 -800 -TAX -FORM
(1-800-829-3676).
If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN
and write "Applied For" in the space for the TIN, sign and date the form, and give it
to the requester. For interest and dividend payments, and certain payments made
with respect to readily Tradable instruments, generally you will have 60 days to get
a TIN and give it to the requester before you are subject to backup withholding on
payments. The 60 -day rule does not apply to other types of payments. You will be
subject to backup withholding on all such payments until you provide your TIN to
the requester.
Note. Entering "Applied For" means that you have already applied for a TIN or that
you intend to apply for one soon.
Caution: A disregarded U.S. entity that has a foreign owner must use the
appropriate Form W-8.
Form W-9 (Rev. 12-2014)
Page 4
Part 11. Certification
To establish to the withholding agent that you are a U.S. person, or resident alien,
sign Form W-9. You may be requested to sign by the withholding agent even if
Items 1, 4, or 5 below indicate otherwise.
For a joint account, only the person whose TIN is shown In Part I should sign
(when required). In the case of a disregarded entity, the person identified on line 1
must sign. Exempt payees, see Exempt payee code earlier.
Signature requirements. Complete the certification as indicated in items 1
through 5 below.
1. Interest, dividend, and barter exchange accounts opened before 1984
and broker accounts considered active during 1983. You must give your
correct TIN, but you do not have to sign the certification.
2. Interest, dividend, broker, and barter exchange accounts opened after
1983 and broker accounts considered inactive during 1983. You must sign the
certification or backup withholding will apply. If you are subject to backup
withholding and you are merely providing your correct TIN to the requester, you
must cross out item 2 in the certification before signing the form.
3. Real estate transactions. You must sign the certification. You may cross out
item 2 of the certification.
4. Other payments. You must give your correct TIN, but you do not have to sign
the certification unless you have been notified that you have previously given an
Incorrect TIN. "Other payments" Include payments made in the course of the
requester's trade or business for rents, royalties, goods (other than bits for
merchandise), medical and health care services (Including payments to
corporations), payments to a nonemployee for services, payments made In
settlement of payment card and third party network transactions, payments to
certain fishing boat crew members and fishermen, and gross proceeds paid to
attorneys (including payments to corporations).
5. Mortgage Interest paid by you, acquisition or abandonment of secured
property, cancellation of debt, qualified tuition program payments (under
section 529), IRA, Coverdeil ESA, Archer MSA or HSA contributions or
distributions, and pension distributions. You must give your correct TIN, but you
do not have to sign the certification.
What Name and Number To Give the Requester
For this type of account:
Give name and SSN of:
1. Individual
2. Two or more individuals (joint
account)
3. Custodian account of a minor
(Uniform Gift to Minors Act)
4. a. The usual revocable savings
trust (grantor Is also trustee)
b. So-called trust account that Is
not a legal or valid trust under
state law
5. Sole proprietorship or disregarded
entity owned by an Individual
6. Grantor trust filing under Optional
Form 1099 Filing Method 1 (see
Regulations section 1.671-4(6)(2)(1)
(A))
The individual
The actual owner of the account or,
if combined funds, the first
Individual on the account'
The minor'
The grantor -trustee'
The actual owner'
The owner'
The grantor'
For this type of account:
Give name and EIN of:
7. Disregarded entity not owned by an
Individual
8. A valid trust, estate, or pension trust
9. Corporation or LLC electing -
corporate status on Form 8832 or
Form 2553
10. Association, club, religious,
charitable, educational, or other tax-
exempt organization
11. Partnership or multi -member LLC
12. A broker or registered nominee
13. Account with the Department of
Agriculture In the name of a public
entity (such as a state or local
government, school district, or
prison) that receives agricultural
program payments
14. Grantor trust filing under the Form
1041 Filing Method or the Optional
Form 1099 Filing Method 2 (see
Regulations section 1.671-4(b)(2)(i)
(8))
The owner
Legal entity'
The corporation
The organization
The partnership
The broker or nominee
The public entity
The trust
' Us( first and circle the name of the person who a number you furnish. If only one person on a
joint account has an SSN, that person's numb r must be furnished.
'Circle the minor's name and furnish the minor' SSN,
'You must show your individual name and you may also enter your business or CBA name on
the "Business name/disregarded entity" name line. You may use either your SSN or EIN (if you
have one), but the IRS encourages you to use your SSN.
'List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the
personal representative or trustee unless the legal entity itself is not designated in the account
title.) Also see Special rules for partnerships on page 2.
'Note. Grantor also must provide a Form W-9 to trustee of trust.
Note. If no name is circled when more than one name is listed, the number will be
considered to be that of the first name listed.
Secure Your Tax Records from Identity Theft
Identity theft occurs when someone uses your personal information such as your
name, SSN, or other Identifying Information, without your permission, to commit
fraud or other crimes. An Identity thief may use your SSN to get a job or may file a
tax return using your SSN to receive a refund.
To reduce your risk:
• Protect your SSN,
• Ensure your employer is protecting your SSN, and
• Be careful when choosing a tax preparer.
If your tax records are affected by Identity theft and you receive a notice from
the IRS, respond right away to the name and phone number printed on the IRS
notice or letter.
If your tax records are not currently affected by identity theft but you think you
are at risk due to a lost or stolen purse or wallet, questionable credit card activity
or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit
Form 14039.
For more Information, see Publication 4535, Identity Theft Prevention and Victim
Assistance.
Victims of Identity theft who are experiencing economic harm or a system
problem, or are seeking help in resolving tax problems that have not been resolved
through normal channels, may be eligible for Taxpayer Advocate Service (FAS)
assistance. You can reach TAS by calling the TAS toil -free case intake line at
1-877-777-4778 or TTYTr00 1-800-829-4059.
Protect yourself from suspicious emails or phishing schemes. Phishing Is the
creation and use of email and websites designed to mimic legitimate business
emalls and websites. The most common act Is sending an email to a user falsely
claiming to be an established legitimate enterprise In an attempt to scam the user
into surrendering private information that will be used for identity theft.
The IRS does not Initiate contacts with taxpayers via emails. Also, the IRS does
not request personal detailed information through email or ask taxpayers for the
PIN numbers, passwords, or similar secret access information for their credit card,
bank, or other financial accounts.
If you receive an unsolicited email claiming to be from the IRS, forward this
message to phishing@irs.gov. You may also report misuse of the IRS name, logo,
or other IRS property to the Treasury Inspector General for Tax Administration
(TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal
Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or
1-877-1E/THEFT (1-877-438-4338).
Visit IRS.gov to learn more about Identity theft and how to reduce your risk.
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct
TIN to persons (including federal agencies) who are required to file information
returns with the IRS to report interest, dividends, or certain other Income paid to
you; mortgage Interest you paid; the acquisition or abandonment of secured
property; the cancellation of debt; or contributions you made to an IRA, Archer
MSA, or HSA. The person collecting this form uses the information on the form to
file information returns with the IRS, reporting the above Information. Routine uses
of this information Include giving it to the Department of Justice for civil and
criminal litigation and to cities, states, the District of Columbia, and U.S.
commonwealths and possessions for use In administering their laws, The
information also may be disclosed to other countries under a treaty, to federal and
state agencies to enforce civil and criminal laws, or to federal law enforcement and
intelligence agencies to combat terrorism. You must provide your TIN whether or
not you are required to file a tax return. Under section 3406, payers must generally
withhold a percentage of taxable Interest, dividend, and certain other payments to
a payee who does not give a TIN to the payer. Certain penalties may also apply for
providing false or fraudulent information.
• This resource sheet is to assist the Business in complying with the requirement described in 4.3(1) of the
contract. Following is a listing indicating some of the technical assistance sources for both Energy Efficiency
Design, and Management and Waste Reduction Design and Management.
SOURCES OF TECHNICAL ASSISTANCE
Energy Efficiency Design and Management
✓ Iowa Economic Development Authority
Energy Division
Shelly Peterson, Program Manager
200 East Grand
Des Moines, IA 50309
515-725-0418
✓ Local utility company
✓ Iowa State University Extension
Center for Industrial Research and Service
2272 Howe Hall, Suite 2620
Ames, IA 50010-2272
515-294-3420
www.cirasiastate.edu
iastate.edu
with regional offices in Cedar Rapids, Council Bluffs,
Davenport, Des Moines, Storm Lake, and Waterloo
✓ Business also has option of hiring a private energy
management engineering and conservation consultant
Waste Reduction Design and Management
✓ Department of Natural Resources
Energy and Waste Management Bureau
Jeff Fiagle, Pollution Prevention Mgr.
502 E. Som Street
Des Moines, IA 50319
515/725-8353
jeff.fiagle@dnr.state.ia.us
✓ University of Northern Iowa
Iowa Waste Reduction Center
James Olson, Director
1005 Technology Parkway
Cedar Falls, IA 50613
olsonj(a,uni.edu
319-273-6589
www.iwrc.org
✓ Iowa State University Extension
Center for Industrial Research and Service
2272 Howe Hall, Suite 2620
Ames, IA 50010-2272
515/294-3420
www.ciras.iastate.edu
with regional offices in Cedar Rapids, Council Bluffs,
Davenport Des Moines, Storm Lake, and Waterloo
✓ Business also has option of hiring a private environmental engineering consultant
Updated 8-11-06
10/16/2017
Date: 10/16/2017
Certificate of Standing
IOWA SECRETARY OF STATE
PAUL D. PATE
CERTIFICATE OF EXISTENCE
Name: CRYSTAL DISTRIBUTION SERVICES, INC. (490 DP - 311485)
Date of Incorporation: 5/16/2005
Duration: PERPETUAL
I, Paul D. Pate, Secretary of State of the State of Iowa, custodian of the records of incorporations, certify the
following for the corporation named on this certificate:
a. The entity is in existence and duly incorporated under the laws of Iowa.
b. All fees required under the Iowa Business Corporation Act due the Secretary of State have been paid.
c. The most recent biennial report required has been filed with the Secretary of State.
d. Articles of dissolution have not been filed.
Certificate ID: CS140940
To validate certificates visit:
sos.iowa. gov/ ValidateCertiticate
Paul D. Pate, Iowa Secretary of State
https://sos.iowa.gov/business/cert/Print.aspx?cs=tLA-yDTRLhyWUbRHgrbX04-dCdX4vZIa8tVQiWLIH8s1 1/1
145, .;'i' ., %%- .. .VA,
el
,k,a
No. W00425791
Date: 05/18/2005
490 DP -000311485
CRYSTAL DISTRIBUTION SERVICES, INC.
OF STATE
ACKNOWLEDGEMENT OF DOCUMENT FILED
The Secretary of State acknowledges receipt of the following document
Articles of Incorporation
The document was filed on May 16, 2005, at 03:21 PM, to be
effective as of May 16, 2005, at 03:21 PM.
The amount of $50.00 was received in full payment of the filing fee.
SECRETARY OF STATE
rF itI fali'#'"iI'Airt Vats* 'N. e):0100 ',i(fr miMitt'Y(
Crystal Distribution Services, Inc.
October 18, 2017
Iowa Economic Development Authority
200 East Grand Avenue
Des Moines, Iowa 50309
1656 Sycamore Street
P.U. Box 1744
Waterloo, Iowa 50704
Attn: Ms, Kristi Steil
RE: Solid and Hazardous Waste Reduction Information
319 234-6606
Fax 319 233-9464
www.crystaldist.com
Crystal Distribution Services recognizes that an effective program to reduce solid waste, recycle
and properly dispose of hazardous waste is a core component of a successful company. It is also
our moral obligation to protect the planet and its ecosystems for our own benefit as well as
future generations.
Currently the solid waste is picked up by Black Hawk county after compaction. We are
currently working with Rubicon for pricing on recyclables sorting and collection. We also
utilize Darling international for recycling meat proteins by process of rendering so they do not
go into the landfills.
As a consumer of some hazardous products in the regular course of our business, Crystal
Distribution processes these in compliance with EPA and OSHA regulations. Used oil is
currently picked up by Cedar Falls Oil and disposed of safely and by law. SDS sheets for all
hazardous materials used or consumed at our facility are kept in 2 locations within the
maintenance department
The most effective solution to reducing or eliminating solid and hazardous waste is to not create
it in the first place. Purchasing practices need to include challenging our suppliers to deliver
necessary supplies with minimal waste and reduced waste. When economically viable options
are discovered we need to purchase items that reduce the amount of hazardous waste generated
through the used or disposal at the end of life cycle. Preference will be shown to products
proven to be effective in meeting these goals.
Sincerely,
Tom Poe
Crystal Distribution Services, Inc.
CITY OF WATERLOO, IOWA
COMMUNITY PLANNING AND DEVELOPMENT
715 Mulberry Street • Waterloo, IA 50703 • (319) 291-4366 Fax (319) 291-4262
December 6, 2017
Iowa Economic Development Authority
Attn: Macie Pohlman
200 East Grand Avenue
Des Moines, Iowa 50309
To whom it may concern:
I am writing this letter in support of the High Quality Jobs Program application for Crystal
Distribution Services, Inc. As indicated by the regulations the City of Waterloo has entered
into a Development Agreement with Crystal Distribution that includes incentives for the
project.
As noted the City of Waterloo has entered into a Development Agreement with Crystal
Distribution that includes a development grant of $640,000.00 and a tax rebate schedule of
10 years at 85% and one additional year at 20%. The total amount of rebated taxes is
estimated at $1,300,000.00.
The City of Waterloo is very active with assisting local businesses with expansions and
growth. The City and Crystal Distribution have a rich history of working together on past
projects and are very eager to start another project with a great local company.
Thank you for the opportunity to comment on this project. If you have any questions, please
feel free to give me a call at 319.291.4366. Thank you for your review of this project.
Sincerely,
Adrienne Miller,
Planner II, Economic Development Specialist
CITY WEBSITE: www.cityofwaterlooiowa.com
WE'RE WORKING FOR YOU!
An Equal Opportunity/Affirmative Action Employer
MEMBER FDIC
Farmers
STATE BANK
Building Your Success
December 8, 2017
Mr. Tom Poe
President
Crystal Distribution Services, Inc.
1656 Sycamore Street
Waterloo, IA 50704
Re: Expansion Project
Dear Tom,
It is my pleasure to let you know Farmers State Bank has approved an estimated $4,250,000
construction/mini-perm loan for the expansion project in Waterloo, IA of your main campus. Subject to
change depending upon close date, this loan will have a 9 month Interest only construction period with
a variable rate of Prime + .87%, and following that period will convert to a 10 -year balloon note on 20 -
year amortization with a fixed interest rate of 5.89%. Please contact me directly if I can be of further
assistance.
Sincerely,
Dustin Thorson
EVP/Chief Lending Officer
Farmers State Bank
1 -877 -FSB -1879 0 www.FSB1879.com
EQUAL HOUSING
Wax
CITY OF WATERLOO, IOWA
WATERLOO BUILDING INSPECTIONS DEPARTMENT
715 Mulberry Street • Waterloo, IA 50703 • (319) 291-4319 Fax (319) 291-4262
October 6, 2017
Re: Crystal Distribution Services, Inc.
Construction documents submitted for the Crystal Distribution project will be reviewed by the City of
Waterloo building department. Typically only occupancies that are type "I" classifications will be
reviewed in joint with the State Building Code Bureau for approval.
Sincerely,
Greg Ahlhelm
Building Official
Cc: Noel Anderson, Community Planning and Development Director, Adrienne Miller, Economic
Development Specialist
CITY WEBSITE: www.cityofwaterlooiowa.com
WE'RE WORKING FOR YOU!
An Equal Opportunity/Affirmative Action Employer