HomeMy WebLinkAboutCPM Acquisition Corporation - Iowa Economic Development Assistance Contract (Executed) - 5.2.2022ECONO.M 1DEVELOPMENT
ASSL ST 4NCIO.NT RACT
BY
CPM ACQUISITIONCORPORATION,
THE CITY OF WATERLOO,
ANDTHE
IOWA ECONOMIC DEVELOPMENTAUTHORITY
CONTRACTNUMBER: 21-HQ JP-037
TABLE OF CONTENTS
ARTICLE 1: CONTRACTDURATION
ARTICLE2: DEFINITIONS
ARTICLE3: AWARD TERMS
ARTICLE4: COND[FIONS TO DISBURSEMENT OF FUNDS AND ISSUANCEOF TAX
CREDIT NUMBER; DISBURSEMENT TERMS
ARTICLE 5: SECURITY REQUIREMENTS
ARTICLE 6: REPRESENTATIONSAND WARRANTIES
ARTICLE7: COVENANTSOF THE RECIPIENT
ARTICLES: COVENANTSOF THE COMMUNITY
ARTICLE9: EVENTS OF DEFAULT; NOTICE AND OPPORTUNITYTOCURE; AND
REMEDIES AVAILABLE TO IEDA
ARTICLE 10: MISCELLANEOUS
CONTRACTEXHIBITS
Exhibit A- Recipient'sFinancial AssistanceApplication(on fife with IEDA), Application #
BFAA-000518
Exhibit B-1 High Quality Jots Program- Tax Credit Special Conditions
Conditions
Exhibit C- Descriptionof the Pro jectand Award Budget
Exhibit D - Job Obligations
Exhibit E- Reserved
Exhibit F- Reserved
Contract# 21-HQJP-037
-2-
Frrdpprord uriois
Economi cDevel o pment
As sistanceContract
RECIPIENT;
COMMUNITY:
CONTRACTNUMBER:
AWARD DATE
AWARD AMT.— TAX INCENTIVES
CPM ACQUISITION CORPORATION
CITY OF WATERLOO
21-HQJP-037
MAY 21, 2021
$601,000
This ECONOMIC DEVELOPNENT ASSISTANCECONTRACT(Contract)is made as of the
Contract Effi ectiveDate by the iowa Economic DevelopmentAuthority(IEDA or Authority) 1963 Bell
Avenue, Suite 200, Des Moines, IA 50315, and CPM Acquisition Corporation(Recipient),2975 Airline
Circl; Waterlog IA 50703 and the City of Waterloo (Comtnunity),7I5 Mulberry Street, Waterlog IA
50703
WHEREAS, the Recipientsubnitted an application to IEDA requestingassistancein financing its
Projectas more fully described in Exhibit C, Descripriono fthePro jec[1ndAward Budge(the Project)
and
WHEREAS, the Iowa Economc Development Authority Board (IEDA Board) awarded the
Recipient assistancefor the Project from the funding sources identified herein (collectively the Award),alt
of which are subject to the terms and conditions set forth herein and
NOW THEREFORE, in consideration of the mutual promisescontained herein and intendingto be
legally bound, the Recipiett, the Community and IEDA agpee to the following terms:
Contract ik 2t-HQJP-037 - 3-
PutAppmwd10.2018
ARTlCLE1: CONTRACTDURATION
This Contract shall be in effect on the Contract Effi ectiveDate and shall remain in eft ect until after
completion of each of the following
(a) Thrall ghPro jecCon►pl etion ate Through the ProjectCompletion Period and for a reasonable
period of time after. ProjectCompletion Date during which IEDA will conduct Pro jectcloseoutpr.ocedures
to verify that the Pro jectwas completed in compliance with Contractr.equirements.
(b) T'uoug,MainfenancPeriodCa►rpletionDaleandConl►ct Closeout Through the Maintenance
Period CompletionDate 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 Contractrequir.ements.
(c) Repayme►zirPaywenObiigalianUntil all outstandingamounls due to IEDA, if any, arereceived
by IEDA or all outstanding obligations to IEDA are satisfied in hull
(d)Cont►acEndDate Until IEDA has completedContractcloseoutprocedures and providedRecipient
and Community with writtenNoticeof Final ContractCloseout This Contractshall terminate as of the date
stated in the written Notice of Final ContractCloseout. Such date shall be the ContractEnd Date.
ARTICLE2: DEFJ 4 TIONS
The following terms apply to this Contrad:
"A j luate'tneans any entity to which any of the following applies:
a. Directly, indirectly, or constr.uctirely controls another entity.
b. Is directly, indirectly or constructivelycontrolled by anotherentity.
c. Is subject to the control of a common entity. A common entity is one which owns directly or
individually mor a than ten percent of the voting securities of the entity.
"Aw ay d"means any and ail assistance providedby IEDA for the Project under. this Contact.
"Awa►dDatf' 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 Pro jet.
"Award Fund" means the cash that is provided by IEDA for this Project as ProjectCompletion
Assistance, including loans.
"Base EnrploymenlLevel" means the number of Full -Tithe Equivalent positions as established by
IEDA and Recipient using Recipients payroll records, as of the date Recipient applied for. Tax Incentives
or Project Completion Assistance. The number of jobs Recipient has pledgd to cr cateand retain shall be
in addition to the Base Employment Level.
"gene fib' means nonwage compensation provided to an employee. Benefits include medical and
dental insuranceplans, pension, retirement, and profit-sharing plans, child care service; Ile insurance
coverage vision insurancecoverage and disability insur.ancecoverge.
"Brown fefd site" means an abandoned, idled, or underutilized property where expansion or
redevelopment is complicated by real or perceived environntentalcontatnination 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 placemerf, on the national priorities list established
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pursuant to the fi ederal ComprehensiveEnvironmental Response, Compensation, and Liability Acts 42,
U.S.C. 9601 et seq In order to administer similar programsin a similar manner, the IEDA will attempt to
apply this definition in substantiallythe same way as similar definitions are applied by the Brownfield
Advisory Council establishedin Iowa code section 15.294 and may consult members of the council or other
staffas necessary.
"Contr actE ffectivdate" means the latest date on the signature page of this Contract
"CorrtractEnd Date" means the date stated in the Noticeof Final ContractCloseoutissued by IEDA
pursuanttoArticle 1.
"Creat ed i ab" means a new, permanent, Full -Time Equivalent (FTE) position added to Recipient's
payrdl in excess of the Base EmploymentLevel at the time of application for Tax Incentives or Project
Completion Assistance
"Full-Ti.meEquivalenjob," "FTE." or "frrrl-1itn'd means the employmentof one person
1. For 8 hours per day for a 5-day, 40-hourworkweekfor 52 weeks per year, including paid holidays,
vacationsand other paid Leave; or
2. Tit number of hours or days per week, including paid holidays, vacations and other paid leave;
currently established by schedules custom or otherwise, as constituting a week ofi full-time work for the
kind of service an individual performs for an employing unit, provided that the number of hours per weds
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 "jcb sharing" or any other means of aggregation or combination of hors
worked by more than one natural person.
"Gray leldte" means a property meetingall the following requirements:
a. The propertyhas been developedand has infrastructurein place; but the property'scurrentuse is
outdatedor prevents a better or more efficient use of the property. Such property includes vacant blighted,
obsolete or otherwise underutilizedproperty
b. The property's improvements and infi rastructure are at least twenty-five yearsold and one or more
of the followingconditions exists
(1) Thirty percentor more of a building locatedon the propertythat is available for occupancyhas been
vacant or unoccupied for a period oft we've months or more.
(2) The assessed value of the improvementson the property has decreasedby twenty-five percent or
more.
(3) The property is currently being used as a parking lot.
(4) The improvement; on the propertyno forger exist.
c. The Authority will attempt to apply this definition hi substantidly the same manner as similar
definitions are applied by the Brownfield Advisory Council established in Iowa code section 15.294.
"Job ObligationsYneans the jobs that must be created or retained as a result of receiptof state or
federal financial assistance, Project Completion Assistaree, 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 shill l not
be counted toward Recipient's job creation or job retention obligations contain ed in Exhibit D. The Job
Obligations in Exhibit D include Recipient's Base EmploymentLevel and the number of new jobs required
to be created above the Base Employment Level. If the Project is a Modernization Project the Job
Obligations will not include Created or Retained Jobs but the Recipient will be required to maintain the
Base Employment Level.
Contract,/ 21-1-Q1P-037 -5 - Not I 0ZON
"LaborskedWage" 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.
Loan" means an Award of assistance with the requirement that the Award be repaid with term, interest
rate, and other conditions specified as partof the conditionsof the Award. "Loan" includes deferred loans,
forgivable loans, and float loans. A "deferredloan" is one for which the payment for principal, interest,or
both is not required for soinespecified period. A "forgivable loan" is one for wlich repayment is eliminated
in part or entire4i if the borrower satisfies specified condtions. A "float loan" means a short-term loan, not
to exceed 30 months, made firan obligated but unexpendedmoneys
"Mai►uenancePertod"means the period of time between the Pro;ct Completion Date and the
MaintenancePeriod Completion Date. The Project must be maintained in Iowa for this period of time.
"Maintenartcfer•iodCompletiorDate"means the dateon which the MaintenancePeriodends The
specific date on which the MaintenancePeriod ends is identified in Exhibit D.
"Mvd ernizaiioIroject"means a Projectin which no high quality jobs are created or retained but
economicactivity is furthered by the qualifying investment and will result in increased skills and wages for
the currentemployees.
"Person" means as defined in Article 6.1(g) of this Contract
"Pro fee/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.
`ProjectCompletioidssistanc' means financial assistance or technical assistanceprovided to an
eligible business in orderto 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,
moderniz ationpr expansion pro jest
"Pr ojecComplelioiDate"means the date by which the Recipient of incentives or assistance has
agreedto meet all the terms and obligations contained in this Contract. The Pro je,ct Completion Dale 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.
"Pro jecCamp,etionPeriod" means the period of time between the Award Date and the Project
Completion Dale.
"Qual :ing1 76s" are those Created or Retained Jobs that meet or exceed the Qualifying Wage
Threshold Requirement established to qualify for program funding for the programsprovlding assistance
to this Project.
"Quail f,ing ;agentreshold'ineansthe LaborshedWage as calculated by 1EDA pursuant to statute
and rule for each program under which financial assistaite or Tax Incentives far this Project aie awarded
The Qualifying Wage ThresholdRequirement for this Pro jectis outlined in Exhibit D, Job Obligations.
"Reci pienl's 'nrpl oyrnenBase" 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 createshall be in addition to the Recipient's EniploymentBase.
"Retainedl Db' means an existing job that meets the Qualifying Wage Threshold Requirements and
Contract# 2I-HQJP-037 -6-
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would be eliminated or moved to anotherstateif the Pro jectdid not pr oceed in Iowa
"Sir f cierrBene frts'ineans that Recipient offers to each Full -Time Equivalent permanent positiona
benefits packagethat meets one of the following:
1. Recipient pays 70 percent of the premium costs for a standard medical plan for single employee
coveragewith the maximum deductiblespecif ed for this projectin Exhibit D; or
2. Recipient pays 60 percent of the premium costs for a standardmedical plan for employee family
coveragewith the maximum deductible specified for this pro jectin Exhibit D; or
3. Recipientprovidesmedical coverageand paysthe monetaryequivalentof paragraph" I" or"2" above
in supplemental employee benefits. Benefits countedtoward monetary equivalent could include medical
coverage, dental coverage, vision insurance, life insurance, pension, retirement, 401 k, profit sharing,
disability insurance; and child care services.
"Ti a►:Lncentives'ineans the tax credits,refunds, or exemptions IEDA has awardedfor this Pro jectas
detailed in Article 3.
"T oralPro jecCast"means the cost incurred by the Recipient to completethe Project as describedin
Exhibit C.
ARTICLES: AWARDTERMS
3.1 TotalAwardAmount . The IEDA Board has approvedan Award to the Community and
Recipient from the f ending sources and in the maximum amounts shown below:
TAX INCENTIVES
High Quality Jobs Program
TOT 4LST. 4T Ere f l rocuiVTl,VE
FORM
Tax. Incentives
MAXIMUM
AMOUNT
$601,000
$ 601,000
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-I High Quality Jobs Program— Tax Credit Component Special Conditions
ARTICLE4: CONDITIONSI'O AWARD; DISRURSEMENTAND ISSUANCETERMS
4.1 Reserva
4.2 TaxIncentives—Conji�ignsto Issuance of Tax Credit Number.
(a) Tax Credr(Number Requir•edto ClarntlncenrrvesRecipient 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) I rsuaree o Amy Cr ed rNumber. Upon satisfaction of the conditions describedherein, IEDA will
issue a tax credit number to the Recipient for this Project. The tax credit number shall be used in preparing
any claims for Tax Incentives.
Contract # 2t-HQJP-037 - 7 -
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(c)Conditiar7toIssuance. f'vcCreditimber. The obligation ofIEDA toissueatax credit number
shall be sub jectto the conditions pr ecedentdescribed in Article 4.
(d) DocrrurentsSnburilted.IEDA shall have received the document described in section 4.3, properly
executedand completed, and approvedby IEDA as to fonn and substance, priorto issuing any tax credit
number.
4.3 Documents regulred.
(a) Contract. Fully executedContract
(b) I ncor poratiaDocunrents Copiesof the At ticlesof Incorporation or the Articles of Organization,
whicheveris appropriate,of the Recipient,certified in each instance by its secretay or assistart secretay.
(c) Cerri ft.cabefLxi,stencecerti f taro f4rrrhorir9 A certificate of existencefor the Recipient from
the State of incorporation or organization, whichever is appropriate, and a certificate of authority
authorizing the Recipientto conduct business in the state of town if it is not organized or incorporated in
Iowa.
(d) Restrltso fLien and Tax Search and Documentation) fSatis facror jredi iHisloryFinancing
statement, tax and judgment lien search results, in the Recipient's state of incorporation or organization,
against the Recipient andror the property serving as the Recipient's security under this Contract, and
documentation of satisfactory credit history of the Recipient and guarantor; 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) Sandal. or H azard oa I,m astel ud it To comply with Iowa Code section 15A.I(3)"b," if the Recipient
generatessolid 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 authoreed the Iowa Department of Natural Resources or Iowa Waste
Reduction Centerto conduct the audit.
(g) ReleaseF+orn—Cor,denriall`acrlrrformai/a/A signed Authoriration for Release of Confidential
State Tax Information form to permit IEDA to receivethe Recipient's state tax information directly from
the lowa Departmentof Revenue for the purpose of evaluation and administration of Tax Incentives and
other state financial assistance programs,
(h) Pr•o jecFinancialCCourrrlilrrrertl s.The Recipient shall have submitted documentationacceptableto
IEDA from the fundirg sources identified in Exhibit A committing to the specified financial involvement
in the Project and received the IEDA's approval of the documertation. The documentation shall include the
amount; terms and conditions of the financial commitment, as well as any applicable schedules and may
include agreements and resolutionsto that effect.
(i) SrateBuild irrgCad eBrrreauAp proval 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 locatedin a governmental subdivision which hasnotadopted
a local building code or
Contact if 21-HQ]P-037 - 8 - 1fi0aprrorerl0,2018
2. The building or structureis located in a governmentalsubdivision which has adopteda
building code, but the building code i not enforced; or
3. Bidding for constructionshall not be conducted prior to obtaining written approvalof
the final plans by the StateBuilding Code Bureau of the Iowa Departmentof Public Safety.
4.4 Sum) ensign' Reduction or Delay of Award. Any one or more of the followingshall be grounds for
IEDA to suspend delay or reduce the amount of disbursementof Award Funds or delay the issuance of a
tax credit number or receiptof Tax Incentives:
(a) Sit.specrec4vent o fde fainelf IEDA believes an event of default has occurred, IEDA has the
discretion to temporarily suspend or delay disbursemert or issuance of the AwardFunds or Tax Incentives
while the suspected eventof default is being investigatedar resolved.
(b) Unremed iedevenr o fd e fault. 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 unit
such time as the default has been cured.
(c) Layofj4losureorr•elocationln the event the Recipient experiencesa layoff within the state of
Iowa relocates closes any of its Iowa facilities or for Modernization Projects, reduces its Base Employment
Level, IEDA has the discretion to reduceor eliminate some or ail of the Award.
(d) RedrrctionI scon1inrrancer•alrerariorofstat ending/prograinsAnytermination,reduction,or
delay of funds or Tax Incentives available due, in whole or in part, to (i) lack of, reduction in, or a
deappropriaticn of reventrs 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 discretioq result in the suspension,
reductionor delay of Award Fund or authorization or issuanceof Tat Incentives to the Recipient.
4.5 Closing Cost Fee. Upon executionof 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 -lime compliance
costf vein the amount of $500.
ARTICLE 5: RESERVED.
ARTICLE6: REPRESENTATIONSlND WARRANTIES
6.I Representationsof ReciRlent. The Recipientrepr esents and warrantsto IEDA as follows:
(a) Organf zaiionnd Quail f cationT he Recipient is duly organized, validly existing and in good
standing under the state of its incorporationor organization,whichever is appropiate, and is authorizedto
conduct business in the state of Iowa The Recipient has fled 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 conductedby itor the natureof the property ownedor leased
by it requires such licen in6 or qualifying, exeeptwherethe failure to so qualiflywould not haven material
advet•se effi xt on the Recipient's ability to perform its obligations hereunder.
(b)4urlroritsand Validity° fObltgat ionsThe Recipient has fill right and authority to enter into this
Conlract. The person signiig this Contract has full authority on behalf of Recipient to execute this Contract
and issue, executeor otherwise secureor 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
ContracIlI 21-HQ]P-037 -9-
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the Contract.
The Contractdeliveredby the Recipient has been duly authorized, executedand delivered by the Recipent
and constitues the valid and binding obligationsof the Recipientand is enforceableagainst it in accordance
with its terms. This Contract and related documents do not contravene any provision of law or any
judgnrnt, injunction, order, or decree binding upon the Recipient or any provision of the corporate
governancedocuments of the Recipient nor does this Contractcontravene or constitutea default under any
covenant, indentureor contractof or affectingthe Recipient or any of its properties
(c) Aill iaies.The Recipient has no Affiliates involved with the Project on the Contract Eff edive Date.
(d) F rnanci aRepor tsThe balance sheet of the Recipient furnished to IEDA fairly preseds 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 contingentliabilities which are material to it, other than
as indicated on such financial statements or, with respect to future periods, on the financial statements
liurnishedto IEDA
(e) N M uerial4dverseChange. Since the Award Date, there has been no change or the Recipient
foresees no change in the condiion (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 knowbdge 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
(l) Full Disclosure; Reci,pierrrsFinancial Assistance Ap,plicativi The statements and other
information #iurnishedlo 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 acknowledgesthat, as to any projectionsfurnished to the IEDA, the Recipient only representsthat
the same were prepared on the basis of information and estimates it believed b be reasonable
(g) Tiraderrra c FranchisescrrrdLicenses. 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,
copyrightor other proprietary right of any other Person. As used in this Contract, "Person" meats an
individual, partnership, corporation,associatiorl trust, unincorporated organization or any other entity or
organization, including a government or agencyor political subdivision thereof.
(h) GovelnulenialAuthorityand Licensing. The Recipient has received all licenses, permits, and
approvalsof all Federal, stale, 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 adveise effi mt. No investigation or proceeding which, if adversely determined, could
reasonably be expected to result in revocaticn or denial of any material license, permit, or approval is
pending or, to the knowledge of the Recipient, threatened
(i) Litigatiol:rndOtherConiroersies There is no litigation or governmentalproceeding pending, nor
to the knowledgeof the Recipient threatened agaiist the Recipient which, if adversely determined would
result in any material adversechange in the financial condition, properties, business or operationsof the
Recipient, nor is the Recipient aware of any existing basis for any such litigation or governnentat
proceeding
(j) GoodTifile The Recipient has goad and defensible title to or valid leasehold interests in all of its
property involved with the Project including, without limitation, the SecunedPropertyif real property is a
Contract # 21-HQJP-037 - 10- Fir Approved 102018
securityforthis Contractrefectedon the most recent balance sheets furnished to the IEDA, exceptfor
sales of assets in the ordinarycourseof business
(k) Taxes. All tax returns the Recipientis required to file in any jurisdiction have, in f act,been filed,
and all taxes, assessments, f+ees and other governmental charges upon the Recipient or upon any of its
property, income or franchises which are shown to be due and payablein such returns, have been paid,
except such taxes, assessments, eesand governmentalcharges,if any, which are being contestedin good
faith and by appropriateproceedings which preventenforcementof the matter under contestand as to which
adequatereservesestablished in accordancewith GAAP have been provided The Recipient knowsofno
proposedadditional tax assessmentagainstit for which adequateprovisions in accor dancewith GAAP have
not been made on its accounts Adequate provisions in accorchnce with GAAP for taxes on the books of
the Recipienthave been made for all open years, and for their current fiscal period.
(I) OlherComracl s. The Recipient is not in default under the terms or any covenant indenture or
contract of or of fectingthe Recipient's business or any of its properties,which default, if uncured, would
have a material adverse effi xt on its financial condition, properties, business or operations.
(m) N aEvenlo fD e faul Flo Event of Def ault,as defined in Article 9, has occurred or is continuing.
(n) ConrpliancepithLaws. The Recipient is in compliance with the requirementsof ail federal, state
and local laws, rules and regulations applicable to or pertainingto the business operatbns 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 re clued
notice that its operdions are not in compliance with any of the requirements of applicable federal, stateor
local environmental or health and safety statutes and regulations or are the sub jed 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 effi art on the financial condition, properties, business or operations of the Recipient
(o)E f ectivDateo fRep►esentalio vndW arra►ttresThe warrantiesandrepresentationsef this Article
are made as of+the Contract Effi ectiveDate and shall be deemed to be renewedand 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 Rep resentationsof CommunitL
(a)LocalMp, provalReceived,4ulhorioand Y ali:di fp fObligal ionsThe 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 behalfofthe Community to:
1. Sign this Contract,and
2 Perf+ xrmeach and all of the Community's obligations under this Contract.
The Contractdelivered 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 accordancewith its terms. This Contact and related documents do not contravene any
provision of law or any judgment, injunction, orderor decree binding upon the Community or contravene
or constitutea default under any covenant, indenture or contractof or affiecting the Community or any of
its properties
(b) Local Cornntiturenlfhe Community representsthat there are legally enforceablecornmitmentsin
Contractll 21-HQwt'-037 - II-
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place for the Community local commitment identified for the Pro jectin ExlribiiC-Descriprioro fine
Pro jectmd Award Budget.
(c) Nip M at erial4d ver seClrange. Since the Award Date, there has been no material adverse change
in the Conmunity's ability to perform its obligationsunder this Contract
(d) Frrll Disclosrrre,Conrnruniry'sFfnancialAssistanceApplication. The statements and other
information furnished to the LEDA by the Community in the Financial Assistance Application and in
connection with the negotiationof this Contractdo notcontain any untrue statementsof a material f actor
omit a material fact necessaryto make the materialstatementscontaired herein or therein not misleading,
The IEDA acknowledgesthat, as to any projedions fi urnished 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)Goverrmrenral4iithorilyondLicensing. The Community has received all licenses, permits, and
approvalsof all federal, state, local, and foreign governmentalauthorities, if any, necessary to perform its
obligations under this Contact. 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
pendingor, to the knowledge of the Community, threatened
(f) LiligatiowndOtherControversiesThere is no litigationorgovernmental proceedingpending, nor
to the knowledge of the Community, threatened,against the Community which, if adverselydetermined
would result in any material adverse change in the Comntunity'sability to perform under this Contract,nor
is the Community aware of any existing basis for any such litigation or governmentalproceeding.
(g) N 2Evento fDe fareltNo Event of Default by the Community, as defined in Article 9, has occurred
or is continuing.
(h) Cor?rpliarrcevithLaws. The Community is in compliance with the requirenientsof all fiederai,
state and local laws, rules and regulationsapplicable 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
operaions are not in compliance with any of the requirements of applicable federal, slate 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 substarre into the environment, which non-compliance or remedial action could have
a material adverse eff mt on the financial condition, properties, business or operationsof the Community
in relation to the Community's ability to perform its obligations under this contract.
(i)E ffectivOaleo/RepresenlaliorwrdW arrantieWhe warranties and representationsof this Article
are made as of the ContractEffiective Date
ARTICLE7: CO V ENANTSOF THE RECIPIENT
For the duration of this Contract the Recipient covenantsto IEDA as follows:
7.1 ProiectPerf ormaucc Obligations.
(a) Us.eAward Funds onlyforPro,jeciThe Recipient shall use the Award Funds only for the Project
and for the activitiesdescribed in ExhibitC-Description of the Pro jectand Award Budgetand this Contract
Use of the Award Funds shall conform to the Budget for the Pro jectas detailed in Exhibit C -Description
Coniracl# 21-tiQJP-037 - 12-
Avd p proi eJ010t6
of the Projectand Award Budget. The Recipient representsthat there are legallyenforceable commitments
in place from the funding sources identified for the Pro jectin Exhibit C-Description of the Pro jectand
Award Budget.
(b) Meet and MalrrlairEligibi.liequi,,rementsRecipientshall continue to meet and maintain all
statutoryeligibility requirement for the fundingsourcesproviding assistanceunder this Contract.
(c) Pro jecfn.rrrePeriod. This Contractcovers the Projecttime period from the Award Datethrough
the Maintenance Period Completion Date. Recipientshall complete and maintain the Projectwithin the
Projecttime period shown below.
COMPLIANCE
MEASUREMENT
POINT
COMPLIANCE
MEASUREMENT
POINT
Aran t
Date
Project
Completion
Perini]
Project
ComplettonDalc
Maintcnence
Period
Maintenance Period
CompletionDate
Cantract
Closeout
"A►vardDafe"is
the date first
statcdinthis
Contractand is
the date the
IEDA Board
approvedthe
awardingof
financial
assistance to the
Itecipent for the
Project.
"Pirated
Completion
Period'is the
period of time
behveenthc Award
Date and the
Pro jectCompleton
Date
"Project
Cornpl efIoikrfe"is
the date deli nedn
Exhibit]) by which
the Recipientmust
completethe
Project
At this point, IEDA
will reviewthe
Pro jeclo verify
compliancewith
Conlracctermsand
obligations.
",Maintenance
Period"is the
period oftime
between the
Project
Completion
Date and the
Maintenance
Period
Completion
Date. The
Pro jectmust be
maintained in
Iowa for this
period oftime.
".MainenaneeP eriod
Conplefloartle is
the datedefinedin
ExhibitD on which
the Maintenance
Periodends.
At this point, IEDA
will re►iewthe Project
to verify that it was
maintainedin
complianoewith
Contracttennsand
obligations
IEDA will conduct
ContraciCloseout
procedures afterall
evens described in
Article I havebeen
met
"CoufracEnclDafe"
is the datestated in
IEDA's written
NoticeofFinal
ContractCloseout
that is issued
pursuant to Article 1.
(d) Compl etePra jecbyPro jecConrpl etiorDa&. By the Pro jectCompletion Date, Recipient shall
complete the Pro jest make the total investment it pledgedfor the Pro jectand in accordancewith the Award
Buctget as detailed in Exhibit C- Description of the Pro jectand Award Buctet, and comply with all other
performance r equir ementsdescribed in this Contract
(e) TolalPro jecCosts.By the Project Completion Date, Recipient shall have completed the Project
with a Total Pro jeclCost as detailed in Exhibit C- Descriptionof the Pro jet and Award Budget.
(f) M,2ialai.rProjeethro,rghMaintenancdPeriodCompletionDale. Recipient shall maintain the
Projct throtgh the MaintenancePeriodCompletion Date.
(g) M+aintai,Pr o jectn I civaDuri.ngContraciPeriod The Recipientshall at all times preserve and
maintain its existence as a corporation in good standing and maintain the Pro j+ct in Iowa The Recipient
will preserve and keep in force and effect all licenses, permits, franchises, approvals, patent; 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 governntentalcharges upon or against its properties, in each case before the same
Contractti 21-HQJP-037 - 13- FnorApprnird 1010B
become delinquent and before penalties accrue thereon, unless and to the extent that the same arc being
contestedin good faith and by appropriateproceedingsand adequatereservesare provided therefore
(b) Maiut air s:ranceThe Recipient shall insure and keep insuredin goocland respoiisibleinsurance
companies all insurable propertyowned by it which is of a characterusually insured by Personssimilarly
situated and operatinglike propertiesagainst loss or damagefrom such hazardsor risks as are insured by
Persons similarly situatedand operating like properties, and the Recipientshall 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 pursuantto this Article.
7.3 PreserveProf ect and Protect SecuritU,.
(a) Maintenaucv fProperriesThe 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) Restrictic►ranSecurify. If Security is requiredpursuant 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
unreasonablywithheld, 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 restrictioiI , covenantsor any similar limitations on the Secured Property
or in the Security Documentsfor 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 SecuredProperty.
7.4 RecipientChanges.
(a) NoClra►rgedrnRecipienOperation,ffhe Recipient shall not materially changethe Project or the
nature of the business and activities being conductedor proposed to be conductedby Recipient as described
in the Recipient's approved Financial Assistance Applicatioq Exhibit A of this Contract, unless approved
in writing by IEDA prior to the change.
(b) ClrangesinReci.pienOsvnershi.p,SlrrctureandControlTheRecipientshall not materially change
the ownership, structure, or contrd of the businessif it would adversely affi act 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 providelEDA with advance notice of any proposed charges in ownership, structure
or control. The materiality of the charge and whether the change adversely affects the Project shall be as
reasonably deterniinedby IEDA
7.5 Required Reports.
(a) Reviewo fRepor.tsThe Recipient shall prepare,sign and submit required reports, in the form and
contentrequired by IEDA, as specked in this Contras.
Contact,' 21•14QJP-037 - 14- Foil elpprowl 1Ow2018
(b) Re porlsT he Recipient shall prepare,sign and submit the following reports to the IEDA
throughoutthe Contractperiod
Report
Due Date
Annual ProiectStatusReport
The Annual Pro jectStatus Report will collect
information from the Recipientabout the status
of the Pro jest
End o f,P,i2jgeRepoa
The End of Pr o jectRepoltwill collect
information from the Recipient about the
completed Project.
End of M aintenancePerigi Report
The End of MaintenancePeriod Report will
collect information from the Recipient's
continied maintenaree of the Project.
July 31" for the period ending June 30
Within 30 days of Pro jectCompletion Date
Within 30 days of the end of the Maintenance
Period Completion Date
(c)AdditionaReportsFfnanciabiraternentusRequesteebyiEL tiThe IEDA reserves the right to
require more frequent submission of reports if, in the opinion of the IEDA, more fi requentsubmissions
would provide needed information about Recipient's Pro jectperformancq or if necessary in order to meet
requests from the Iowa General Assembly, the Department of Managementor the Governor's office. At the
requestof IEDA, Recipient shall submit its annual financial statements completed by an independentCPA,
or other financial statement including, but not limited tq income, expense, and retained earnings
statement.
7.6 Commliance withLaw s.
(a) S f,atel ocakmdfed erall crws Recipient shall comply in all material respects with the requirements
of all applicable federal, state and local laws, rules,regulationsand orders.
(b) Eruvironsrentallaivs Recipient shall comply in all material respects with all applicable
environmental hazardous waste or substance toxic substance and underground storage laws and
regulation; and the Recipient shall obtain any permits or licenses and shall acquire or construct arty
buildings, improvement; 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) Nond i,scriurirraiidows Recipient shall comply in all material respectswith all applicablefederal,
stag and local laws, rules, ordinances regulations and orders applicable to the prevention ofdiscrimination
in employment, including the administrat"ve rules of the Iowa Department of Managementand the Iowa
Civil Rights Commission which pertain to equal employment opportunity and affirmative action.
(d) W7rkerrlghtsand sa fetyThe 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) lrruuigratioriaws.Recipient shall onlyemploy 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 sub jectto reeaplureby IEDA if Recipient is found to employ individuals not legally authorizedto work
in the State of Iowa.
ConlreC*# 2I-HQJP-037 - 15- 14urAprmoee102018
(f) ConrptiancwithI EDA'srld winistra(ivRrrles Recipientshall comply with JEDA's administrative
rules for the progi amsunderwhich assistance is provided to the Pro jectand rules governingadministration
of this Contract.
7.7 Insmetion and Audit. The Recipient shall permit the IEDA and its duly authorized
representativestit such reasonabletimes and reasonable intervals as the IEDA tnay designate,to:
(a) Conduct site visits and inspect the Project.
(b) Audit financial records related to the Project.
(c) Examine and make copies of the books of accounts and other financial recordsof the Recipient
related to the Project
(d) Discuss the aff airs, 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 representativesthe finances and
aff airs of the R ecipient.
7.8 Maintenance and Retentionof Records.
(a) Mai iitair iccountineecord sThe Recipient is requiredto maintain its books, recordsand all other
evidence pertaining to this Contract in accordancewith GAAP and such other procedures specified by
IEDA.
(b) AccesstoRecordsReconls to verify compliance with the terms of this Contract shall be available
at all times, and made available to IEDA and its designeesat places and times designaed by IEDA, for the
duration of this Contract ender ' extensionsthereof. Recipientshall make its recordsavailableto: (i) IEDA;
(ii) 1EDA's internal or external auditors, agents and desnees; (iii) the Auditor of the State of Iowa; (iv)
the Attorney General of the State of Iowa; (v) the Iowa Division of Criminal Investigationsand any other
applicable law enforcementagencies
(c) RecordsRetentionPariod Recipient shall retain the recordsfor a period of three(3) years from
the ContractEnd Date, unless the recordsare the sub jectof an audit, investigation, or administrative or
legal proceeding, In those instances,the records shall be retained until the audit, investigatioror proceeding
has been resolved.
7.9 Required Notiees from RecipienttollEDA.
(a) Noticeo JM( a;joehangesRecipientshall 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 completethe
Project in accordance with the terms of this Contract (b) the tennination of the business conducted at the
Pro ject;(c) a material modification of the natureof the business conductedat the Pro jectand (d) the transfer
of the Projector any material interestin the Projectin connectionwith financing or refinancing the Project
(b) Noticeo fProceedingsWithout limiting Section 7.9(a), Recipient shall promptly provide IEDA
with written notice within ten (10) days of the occurrenceof any claims, lawsuits, bankruptcyproceedings,
or other proceedings brought agaiist Recipient that havea material adverseeffect on Recipient's ability to
completethe Project in accordance with the terms of this Contract.
7.10 Indemnification. The Recipient shall indemnify, defend and hold harmless the IEDA; the State
Contract t± 2t-HQJP-037 - 16-
F7 n#Ap proinrO'2or8
of Iowa; its departments, divisions, agencies,sections,commissions, officers,employeesand agentsfrom
and against all losses, liabilities, penalties, fines, damages and claims ,including taxes,and all related costs
and expenses ,including reasonableattorneys'feesanddisbursementsand costs of investigation,litigation,
settlement, judgments, interest and penalties, arising firomor in connection with any of the following:
(a) Any claim, demand, action, citation or legalproceedingarising out of or resultingfrom the Project;
(b) Any claim, demand, action, citation or legal proceedingarising out of or resulting from a breach
by the Recipientof any representationyvarrantyor covenantmade by the Recipientin this Contract;
(c) Any claim, demand, action,citationor legalproceedingarising out of or relatedto occurrencesthat
the Recipient is required to insure againstas providedfor in this Contract and
(d) Any claim, demand, action, citation or legal proceedingwhich resultsfi rom an actor omissionof
the Recipientor any of its agentsin its or their capacity as an employerofa person
7.11 Reaav mentof Unallowable Costs. Recipient shall repay any Award received or realized that is
determined by IEDA, its auditor agents or designees, the Auditor of the State of Iowa, or similar
authorised governmentalentity to be unallowable under the terms of this Contract.
7.12 Ongoing Fees Based on Claims. Forthe durationof this Contractand for as long as Recipient
claims or applies for benefits againstits Iowa tax liability under this Contract, Recipient shall remit to the
Authority a compliance cost fi eeequal to one-half of 1 percentof the value of the Tax Incentives claimed
pursuant to this Contract. The fee shall be due and payableupon filing the Recipient's annual tax rettrn
for each tax year in which the Recipientclaims Tax incentives under this Contract
ARTICLES: COVENANTSOF THE COMMUNITY
For the duration of this Contract the Community covenants to IEDA as folbws
8.1 Locgl Mach. The Community shall provide the local financial assistance for the Pro ject as
descrbed in Exhibit C, Pro jectDescription 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 Recipients
ownership, strucure or operation or any othersimilar occurrence, the Community shall promptly provide
written notice to IEDA.
ARTICLE9: DEFAULTSAND REMEDIES
91 Default by_R ecteient1An unremedied Event of Default may result in termination of this Contract
and repayment of all or a potion of the Award Funds disbursed to Recipient and the value of the Tax
Incentives actually received, plus applicable default interest and costs
(a) Eventso JDe fatdi Any one or more of the fi ollowingshall constitutean "Event() fDe faulr'irnder
this Contrat:
I. 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. Nanco►►rpliancwithCovenanrsDefault in the observance or performanceof any covenant set
Conte f # 21-HQJP-037 - 17 npitApprored011718
Wit in Article 7, for more than twenty (20) business days; or
3. 111oncornpliarteaIithSecurlt)Documents.Default in the observanceor perfornianceof any
tennof any SecurityDocunientif required in Article 5 beyond any applicable grace period set forth therein;
or
4. NoncomplianewithContraclDefaultin theobservanceor performanceof any otherprovision
of this Contract;or
5. M aterial i t srepresentattoi&ny representation or warranty made by the Recipient in this
Contract or in any statementor certificate furnished by it pursuant to this Contract, or made in Exhibit A,
Recipient's Financial Assistance Application, or in connectionwith any of the above,provesuntrue in any
material respect as of the date of the issuanceor making thereo( or
6. Securit jDe ficiencies4ny of the Security Documents that represent the Security pledged by
Recipient to secure this Contract fails for any reasoutocreate a valid and perfected priori)! securty intere t
in flaw of the IEDA; or
7. Judgment Any judgtnentor judgments,writ or writsor warrantor warrantsof attachment, or
any similar process or processes entered or filed against the Recipient or against any of its property and
remains unvacatecj unbonded or unstayed for a period of 30 days which materially and adversely affects
Recipient's ability to perform its obligationsunder this Contract; or
8. AdverseC,hangei.nFinanciaConditionAny changeoccurs in the financial conditionof the
Recipient which would have a tnaterid adverseeff ect on the ability of die Recipient to perform under this
Contract; or
9. Bankruptcyor SfurilarProceedfngsinitiated.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) snake an assignment
for the benefit of creditors, (iv) apply for, seek, consentt4 or acquiesce its, the appointinentof a receiver,
custodian, trustee, examiner, liquidator or similar official for it or any substantid part of its propoty, (v)
continence 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
airy appointments or proceediig descrbed below; or
10. Ap, pointetenoJO feiaiA 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 undisnuissed or unstayed for a period of sixty (60) days or
11. Irrsecrrrity. IEDA in good faith deems itself insecure and reasonably believes, after
consideration of all the facts and circumstances then existing, that the prospectof payrnentand satisfaction
of the obligations under this Conttact, or the performance oforobservance of the covenantsin this Contract
is or will be materially impaired; or
12. Faiirrreto SubmitRequi.redReports The Recipient fails to submit complete reports by the
required due dates as outlined in Article 7; or
13. Layo fJsRelacatioror Metre The Recipientor any Affiliate experiencesa layoffor relocates
Contract# 21-1-IQJP-037 - 18-
1 iniAppwwd 10'1018
or closes any of its facilities within the state of Iowa For Modernization Pro jectsa reductionin the Base
EmploymentLeve( or
14. Hi ringworke►snot autho►izedo 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. Tailu etoMaintatnPrograrnEltgibilitfequire►►►ents.Recipientfails to maintain a statutory
eligibility requirement for a program providing assistanceunder this Contract.
(b) Noticed fDe foul trndO p, portrrnttr}o Cure If IEDA has reasonablecauseto believe that an Event
of Default has occurred under this Contract, IEDA shall issuea writtenNotice of Default to the Recipient
setting forth the nature of the alleged default in reasondle specDcity and providingthereina reasonable
period of time, which shall not be fewer than thirty (30) days from the date of the Notice of Def cult, during
which the Recipient shall have an opportunity to cure, provided that cure is possible and f easble.
(c) Re►►red ies1vail ab1 Ao I. EDel When an Eventof Default has occurredand is not cured within the
required time period IEDA may, after written notice to Recipient
I. Terminatethis Contras.
2. Suspend or redtce pendirg and future disbursements.
3. Declare immediately due and payable without further demand, presentment, protestor notice
of any kind the principal and any accrued interest on any outstanding Promissory Noses issued pursuantto
this Contract including both principal and interest and all fees, chargesand other amounts payable under
this Contract.
4. Require repayment of all or a portion of Award Funds disbursed.
5. Revokeorreduce authorizedTax Incentives.
6. Require first repaymentof all or a portion of the value of Tax Incenlves received
(d) Reserved.
(e) De f lu1 F►t eresRate. If an Event of Default occurs and remains uncured a def cult intetest rate of
6% shall apply to repaymentof amounts due underthis Contract. The default interestrateshall 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 connectionwith any Default or Eventof
Default by the Recipient or in connection with the enforcementof any of the tenns of this Contract.
9.2 Defaultby Comm unity.
(a) Events fDe fault. Any one or snore of the following shall constitute an "EventofDe faultby
Co;nmunity'(rnder this Contract
1. NonconrpliancmitheovenantsDefault in the observanceor performanceof any covenants of
the Community set forth in Article 8, for more than five (5) business days;or
Contract# 21-HQJP-037 - 19-
FmrApproved 10'20I6'
2. ManrialMEslepresentatioArny representationor warranty made by the Community in this
Contractor in any statementor certiflcatefurnished by it pursuantto this Contract, or made by Community
in Exhibit A, Recipient's Financial Assistance Application or in connectionwith any of the above, proves
untrue in any material respect as of the date of the issuance or making thereof
3. T?rod natehs Control.
(b) Noti ce s We faultrnd 0 p, portffnigo Cure. If IEDA has reasonablecause to believe that an Event
of Default has occurredunderthis Contract LEDA shall issue a writtenNoticeofDefault to the Community
setting forth the nature of the alleged default in reasonable specificity and providing therein a reasonable
period of times which shalt not be fewerthan thirty (30)days fiean the date of the Notice of Default, during
which the Community shalt have an opportunity to curq provichd that cure is possible and feasible.
(c) Remediestvailabl?to 1ED.R.When an Event of Default by Community has occurred and is not
cured within the required time period, IEDA may, after written noticeto Community:
1. Suspend or reduce pending and fiuturedisbursements to Community.
2. Require payment by Community of the amount of local financial assistance pledged to the
Pt-o j<ct but not provided
(d) ExpensesThe Community agrees to pay to the IEDA all expenses reasonably incurred or paid by
IEDA including reasonable attorneys' f yes and cotrt costs, in connection with any Default or Event of
Default by the Community or in connectionwith the enforcement of any of the terms of this Contract
ARTICLE 10: MISCELLANEOUS
10.1 Choice of Law andiroruni GoverningLaw.
(a) In the event any action or proceeding of a quasi-judicial or judicial nature is commenced arising
out of or relating to this Contract such action or proceeding shall be brought in Des Moines, Iowa, in the
Iowa District Court for Polk County, if such cotrt has jurisdiction If, such cout lacks jurisdiction and
jurisdiction lies only in a United States District Court, the matter shalt 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 fi xleral
court, which may be available to the IEDA, the State of Iowa or its members, officers, employees or agents.
(c) This Contractand the rights and duties of the parties hereto shall be governedby, and construed in
accordance with, the internal lawsof the State of Iowa without giving eff+ed to any conflict of law principles
that may require the applicationof the laws ofanotherjurisdiction.
10.2 Contr ctAmendments. Neither this Contract nor any documents incorpotated by reference in
connection with this Contrac; may be changed, waived) discharged or terminated orally, except as provided
below:
(a) Wir•itingequired.'fhe 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)1. ED 4.eview. Requests to amend this Contractshall be processedby IEDA in compliance with the
'RDA's rules and procedures applicable tocontractamendments.
Contract# 21-1-tQJP-037 - 20- Fmrdp,prord 10'1018
10.3 Nam Except as otherwisespecified herein, all notices hereundershali 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 addtess,e-mail address: or fax number as such party may hereafter
specify by notice to the other parties provided by United Statesmail, by fax or by othertelecommunication
device capable of creating a written record of such notice and its receipt. Notices hereunder shall be
addressed
To theReci.pienot
CPM Acquisition Corporation
Tim Brown
2975 Airline Circle
Waterloo,IA 50703
E-mail: browntita�cpmroskamp.com
Telephone: 319.464 8222
T othelED.;4at:
Iowa Economic Development Authorly
Compliance
1963 Bell Avenuq Suite 200
Des Moines, Iowa 50315
Attention: Business Development- Compliance
E-mail Complianc a iowaeda.com
Telephone 515.348.6200
Facsimile: 877.631.7575
T otheCo»nuunirjat
City of Waterloo
Noel Anderson
715 Mulberry Street
Waterlog IA 50703
E-mail: noel.anderson a waterloo-iaorg
Telephone: 319,291.4286
Each such noticg request or other communication shall be effiectire (i) if given by e-mail, when such e-
mail is transmittedto the e-mail addressspecified in this Article and a confirmationof such e-mail has been
received by the sender (ii) if given by mail, five (5) days after such communication is deposited in the mail,
certified or registered with return receipt requested, addressedas aforesaid or (iii) if given by any other
means, when delivered at the addressesspecified in this Article.
10.4 Headings. Article headings used in this Contractare for convenienceof referenceonly and are not
a part of this Contract for any other purpose
10.5 Final Authority. The IEDA shalt have the authority to reasonably assess whether the Recipient
has complied with the terms of this Contract. Any IEDA determinations with respectto compliance with
the provisionsof this Contractshall be deemed final determinations pursuant to Iowa Code Chapter 17A,
Iowa Administrative Procedlre Act.
10.6 Waivers. No waiver by IEDA of any default hereunder shall operate as a waiver of any other
def silt or of the same defaulton any futureoccasion. No delay on the part of the IEDA in exercising any
Contract# 21-HQJP-037 -21- PmrAnprmeda'018
right or remedy hereundershall operateas a waiver thereof. No single or partial exerciseof any right or
remedy by IEDA shall preclude future exercisethereofor the exerciseofany otherrightor remedy.
10.7 Counteruarts. This Conlraclmay be executedin any number of counterparts,each of which shall
be deemed to be an original, but all of which logelhershall constitutebul one and the same instrument.
10.8 Survival of Reuresentations 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 Contractand the other Contractdocumentsand shall continue in full force and effiactwith
respect to the date as of which they were made until all of Recipients obligations or liabilities under this
Contact have been satisfied.
10.9 SEeyer bility of Provisions. Any provision of this Contract which is unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffi active to the extent of such unenforceability without
invalidating the retnaining provisions hereof or aff acing the validity or enforceability of such provision in
any other jurisdiction In the event any provision of this Contr act is held to be unenforceableas written,
but enforceable if modified, then such provision shall be deemed to be amended to such extent as to be
enforceable and it shall be enforced to that extent. All rights, remedies and powersprovided ii this Contract
or any other Contract doctunent may be exercisedonly to the extent lhatthe exercise thereofdoes nd violate
any applicable mandatoryprovisions of law, and all the provisions of this Contractand any otherContract
document are intended to be subject to all applicable mandatoy provisons of law which may be controlling
and to be limited to the extent necessary so that they will not render this Contractor 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
successorsand assigns.
10.11 Nonassignment. This Contract shall not be assigned in whole or in part, by Recipient unless
approved in writing by IEDA. Any attempt by Recipient to assign this Contract other than as permitted
herein shall be null and void.
10.12 Termination. This Contractcan be terminated under any of the following circumstances
(a) Agr•eemertto fiheParvier Upon written agreetnentof the Recipient, the Community and IEDA.
(b) Unr ernediecEvenl o fD e fattitAs a result of the Recipient's or Community's unremedied Eventof
Default pursuant to Article 9.
(c) Ter,ninariorarredttcliorin frrndhrgfo I.ED.RAs a r'esultof the terminationor reductionof funding
to IEDA as providedin Article 4.4(d)
10.I3 Documents Incoreerated by Reference. The following documents are incorporated by reference
and considered an integral part of this Contract
1. Exhibit A- Recipient's Financial Assistance Application(on file with IEDA),
Application # BFAA-000518
2. Exhibit B-1 High -Quality Jobs Program —'fa: tiCreditComponentSpecial Conditions
3. ExhibitC-
4. ExhibitD-
Descriptionof the Pro jectand Award Budget
Job Obligations
Conlractll2l-RQJP-o37 -22 -
r*anwr 1020f8'
5. Exhibit is Reserved
6. Exhibit F- Reserved
10.14 Order of Priorit�y. In the case of any inconsistencyor conflict between the specific provisions of
this document and the exhibits, the followingorder of priority shall control:
1. Article 1-10 of this Contract.
2. Exhibit A-
3. Exhibit B-1
Recipient's Financial AssistanceApplication(on file with IEDA),
Application # BFAA-000518
High -Quality Jobs Program- TaxCredit ComponentSpecial Conditions
4. Exhibit C - Descriptionof the Pro jectand AwardBudget
5. Exhibit D- Job Obligations
6. Exhibi tE- Reserved
7. Exhibit F- Reserved
10.15 Integration This Contractcontains the entireagreelnentbetweenthe Parties r elatingto the Project.
Any represenations that may have been made before drafter signingthis Contract which are not contained
herein, are nonbinding, void and of no eff mt.Noneof the Parties has relied on any such prior representation
in entering into this Contract.
-This spaceintentiondly left blank, signattre page follows -
ConlrnctN 2I-11QJL'-037 -23-
FHorApprorcl1107018
IN WITNESS WHEREOF in considerationof themutual covenantsset forth above and forother
good and valuable ponsideration 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, effi;ctiveas of the latest date stated below (Contract BIT active
Date)
FORIEDA: FOR RECIPIENT:
BY: j /even -
Deborah Y Durham, Director
May 17, 2022
Date
FOR THE COMMUNITY:
BY: rTh��`
lure
' i In
TypedName andTitl
3-) 0-
Date
Contract# al HQJP-037 - Z4
Signa ure
trt
Typed Name and T le
Date
ix[eyvpro rotor
LIST OF EXHIBITS
Exhibit A- Recipient's Financial AssistanceApplication (on file with IEDA), Application #
BFAA-000518
Exhibit B-1 High Quaiity Jobs Program— Tax Credit Component Special Conditions
Exhibit C- Description of the Pro jectand Award Budget
Exhibit D - Job Obligations
Exhibit E- Reserved
Exhibit F- Reserved
Contract 1121-1-1QJP-037 - 25 -
Fi+ir dpyronerl101018
EXHIBIT B —1
High Quality Jobs Program — Tax Credit Component
Special Conditions to Contract # 21-HQJP-037
The followingadditional termsshall apply to the Contract
SECTION': ADDITIONAIDEFINITIONS.
The following additional terms are defined in this Contractas follows
"Ca pitall nvestment"means the investment spent on depreciable assets The minimum Capital
Investment required for this Projectis as stated in Section 2 of this Exhibit. The allowable categoriesof
expendituresfor purposes of calculating Capital Investment are described in IEDA's administrative rule
261 IAC 174.10.
"l rtuestrnerrQrral f f in pr• the T axCr'edU"means new investment directly related to jobs created or
retained by the start-up, location, expansion or modernization for this Pro je<t.
"Quaff jj'iu rrvestmen!fneans the statutorily-requirednininrum investment amount that must be made
and maintained by the Recipient to receive 1-Iigh 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 requied
Qualifying Investment The categoriesof expenditures that can be included for purposes of meeting and
maintaining statutorily-requiredinvestmentrequir ements are described in 261 [AC 174.10.
"Econorrrical!JDistr•essedlrea" means a county that ranks amongthe bottom 33 of all Iowa counties,
as measured by either the average monthly unemployment level for the most recent 12-month period or the
averageannualized unemploymentlevet for the most recent five-yearperiod
SECTION 2: TERMS AND CONDITIONSOF 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 h rein $601,000.
2.2 Minimum Investment Requirements. As a condition of receiving Tax tncentives,the Recipient
shall meet the following minimum investment requirements
(a) Capital Investment. $ 3,000,000
(b) Qualifying Investrnert. $ 5,400,000
(c) Investment Qualifying for Tax Credits. $ 4,900,000
2.3 AddiitionalTaxIneentives. 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
authored incentive are also available to the Recipient:
Contract2I-I4QJP-037 G: cltibitB-I, Page I r•„"App„oux 101018
Authorizedlncentives
Included in Award
Maximum Amt.
Re furtt fS al esServrc"eand U reT axes.
El Yes
D No
_
$ 60,000
Re find) Oaks Taxes/ttribnrabbi°Racds, Shelving,
and Conve yoEqui p.ntenr.
❑ Yes ,
® No
$0
Corporatd"iiaxCredi.tForCertainSal es7 ixesPald
ByT,hirdPart yDevel opr.
►.4 Yes
❑ No
$345,000
I Ir?vestrrtenEaxCredi(1%) !
I
® Yes
❑ No
$196,000
Research4ctivitieCr J U
l
❑ Yes
$0
0 No
' Local Proper iiTi2xExentplionProvr'defiy I
❑ Yes
ID No
$0
Cornntuni,t y
2.4 Conditions for Authorized Incentives. The Recipient is responsible to seek these additional
incentives through processesdescribed in the applicable statutes and cotrespondingadministrative rules,
ordinances and procedures The followingconditionsshall apply to the incentivesdescribed in section 2.3
of this Exhibit.
(a)Re frncOfSales ServiceAndUseT rxe:PaidTo Contractor,rSuljontracfors,The Recipient is
eligible for a refiundofsales, serviceand use taxes paid to contractors and subcontractors as authored in
Iowa Code section 15.331A (2011 Supplement).
1. The Recipientmay apply for a refund of the sales and use taxes paid under Iowa Code
chapters422 and423 for gas, electricity, waterorsewerutility services,goods,wares, or
merchandise, or on servicesrendered,fiurnishe4 or perfonned to or for a contractor or
subcontractor and used in the Fulfillment ofia written contract relating to the construction or
equipping of a facility ofithe Recipient
2. Taxes attributableto intangible property and ftrnitureand Furnishings shall not be refunded.
3. To receive a refund of the sales, service and use taxes paid to contractors or subcontractoa,
the Recipient must:
i. Inform the Iowa Department of Revenue (IDR)after project completion
ii. Make an application to IDR within one yew after project completion For
purposes oficlaiming this refund, "project completion' means any date during
the period beginning the date ofiCertificate ofiCompletion is provided by the
Community to the Recipient upon completion of the renovation ofithe building
included in the Project and ending on the Project Completion Date as identified
in Exhibit D.
(b) Reserved.
Contract# 21-IIQJP-037 CshiUil li-1, Paget
Aifd p, proltrlo 20t8
(c) Corpor.awwaxcrediyorcerfairsaleslaxespaidbytIrir4 ar!3rlevelope►
I. Pursuart to Iowa Code section 15.33IC, Recipientmay claim a corporals tax credit up to an
amount equal to the satesand uses taxes paid by a third -party developerunder chapter423 for
gas, electricity, water, or sewer utility services, goods, wares,or merchandise, or on services
rendered furnished, or performed to or for a contractoror subcontractor and used in the
fulfillment of a written contract relating to the construction or equipping of a facility of the
Recipi nt. Taxesattributableto intangiblepropertyand fi arniture and f arnishingsshall not be
refs anded. Any tax credit in excessof the tax liability for the tax year may be credited to the tax
liability for the following seven(7)yearsor until depletes( whicheveroccurs earlier. Recipient
may elect to receives refund of all or a portion of an unused tax credit
2. To file a claim for certain sales taxes paid by third party developer, Recipient must:
Inform the Iowa Department ol+Revenue (IDR) within two weeks of the project
completion
u. Make an application to IDR within one year after project completion. For
purposes of claiming this refund, "projectcompletiorf means any date during
the period beginning the date of Certificate of Completion is provis[ d by the
Corntnunity to the Recipient upon completion of the renovationof the building
included in the Propel and ending on the Project Completion Date as identified
in Exhibit D.
4. In consultation with IDR, IEDA shall issue a tax credit certificate in an amount equal to all or
a portion of thesales and uses taxes paid by a third -party develsper under Iowa Code chapter
423 for gas, electriciy, water, or sewer utility services, goods, wares or merchandise, or on
services rendered, fi arnishe4 or performed to or for a contractoror subcontractorand used in
the fulfillment of a written contractretatingto the construction or equipping of a facility oft
the Recipient. Recipient shall not claim this tax credit unless a tax credit certificate issued by
IEDA is attachedto Recipient's tax return for the tax year in which the tax credit is claimed.
(d) InvesturenrirnCredL!
I. The Recipient may claim an investment tax credit as provided in Iowa Code section 15,33 3.
Such credit may be claimed for a portion of the Qualifying Expenditures, as defined below in
subparagraph(3), directly related to Job Obligations, as described in Exhibi tD, of the start-tp
or location, expansion, or moder•nizationof the business under this program. TIs credit shall
be earned when the qualifying asset is placed in service The Recipient shall not clan more
than the amount authorized for this incentive as stated above and in Article 3 of the Contract.
Any credit in excess ofthetax liability for the tax year may be credited to the lax liability for
the following sevenyears or until depleted, whicheverocctrs frst.
2. The tax credit shit be amortized ecrually over a five-year period as specified below:
October 1, 2020— September 30, 2021
$39,200
October 1, 202! — September 30, 2022
$39.200
October I, 2022 — September 30, 2023
$ 39 200
October 1, 2023 — September- 30, 2024
$ 39,200
1 October 1, 2024 -- September 30, 2025
$ 39,200
Contract# 21-HQ,IP-037
Exhibi tB-I, Page 3 rwrAApprored020r8
3. Only Qualifying Expenditures are eligible for the investmenttax credit For purposesof this
benefit, "Qualifying Expenditures"means:
i. The purchase price of real propertyand any buildings and structureslocated on
the real property.
ii. The cost of improvementsrnade to real propertywhich is used in operation of the
business.
iii. The costs of machinery and equipment, as defined in Iowa Code section
427A.i(1) "e" and "j" purchasedfor use in the operationof the business and for
which the purchase price may havebeen depreciated in accordancewith GAAP.
4. If the Pro jectincludes leasing of new construction or major renovation of an existing building,
the annual base rent paid to a third -party developerby Recipientmust be for a period equal to
the term of the lease agreement but carnot exceed the maximum term of the agreemert,
provided the cumulative cost of the base rent paymentsfor that period does not exceed the cost
of the land or the third -party developer's costs to build or renovatethe building for the
Recipiert. Limitationsto annual base rent shall only be consideredwhen the Project includes
the construction of a new building or the major renovation of an existirg building. The
Recipient shall enter into a lease agreementwith the third -party developer for a minimum of
five years.
(e) Reserved
(f) Reserved.
SECTION3: ADDITIONAL COVENANTS
In addition to the Covenants descriled in Article 7 of the Contract the Recipient shall be bound to the
additional covenants
3.1 Job Obligations. By the Pioject Completion Date, the Recipient shall create and/or retain the
number ofFTE Created Jobs and RetainedJobs included in, for RetainedJobs, and above for CreatedJobs,
the Recipient's Base Employment Level as detailed in Exhibit D — Job Obligations, and maintain the jobs
through the MaintenancePeriod
3.2 Wye gjkliggtions. The Qualifying Wage Threshold iatesspecific to this Contractthat must be
met are stated in ExhibitD, Job Obligations By the Project Completion Date and through the Maintenance
Completion Period Dale, the Recipientshall:
(a) For Projects in Economically Distresed Areas or at a designated Grayfield Site, the Qualifying
Wage Thresholdrequirement applicable to all phases of the Project is 100% of the Qualifying Wage
Threshold
(b) For Projects at a designatedBrownfield Site, the Qualifying Wage Threshold requirement
applicable to all phasesof the Project is 90%of the Qualifying Wage Threshold.
(c) For all other Projects
Contract# 21-11QJP-037 Exhibit B-I, Page4 hi,1Approwr1102018
1. For the Createdl obs,pay 100% of the Qualifying WageThreshold at the start of the Project
Completion Period, at least 120% of the Qualifying Wage Threshold by the ProjectCompletion Date,
and at least 120% of the Quail ying WageThresholduntil the Maintenance Period Completion Date.
2. For the Ret ainedlobs, pay at least 120% of the Quatif yingWageThresholdthroughoutboth
the Pro jectCompletionPeriod and the MaintenancePeriod
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: ADDITIONALDEFAULTPROVISIONS
In addition to the default provisionsincluded in Article 9 of the Contract,the following default provision
shall apply:
4.1 Remmentof Tax llncentivesReceiyed-High Ouality JobsProgiram. IDR is the state agency
responsiblefor collecting the value ofany Tax lncentivesreceived 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 uniemedied Event of Default, IEDA will provide written notice to IDR, and the Community.
Calculation of the amount owed may be based on a sliding scale in certain circumstances and may include
interest assessed by 1DR. Thosecircumstancesare as follows:
(a) Failure to Meet Job Obligations by Pro jecCompletion Date. If the Recipientdoes not meet its
Job Obligations as detailed in Exhibit D, Job Obligations by the Pro jecConpletion Dates 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. For Modernization Pro ja ts, Recipientshall maintain the Base Employment Level. Any job Toss
may result in a proportional reductionor repa}rnent of incentives received
Upon repayment of the amount due IEDA will reducethe Recipients Job Obligations The reduced
Job Obligationsmust be maintained through the Maintenance Perbd CompletionDate
(b) Job shortfall at Maintenance Period Completion Date If the Recipient does not maintain its
adjusted Job Obligations through the Maintenance Period Completion Date Recipientshall repay an
additionalpercentageof the Tax tncentivesit has received. The amount to be repaid will be calculated as
describedin subsection (a) above
(c) Qualifying lnvesttnett. 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 shatf 11 in required Qualifying Investmett, Fa example, if the business meets 75 percent of the amount
of required capital investment the businessshall repay25 percent of the amount of the incentives received.
(d) Less than Total Project Cost at Propel Completion Date. If the Recipient does not complete the
Projectwith a Total Project Cost as stated in Exhibit C, Pro jectDescription and Award Budges; by the
ProjectCompletion Date Recipientshall repay a portion of the Tax Incentivesreceived
For example, if the Recipient's required Total Pro jectCost is 1094 less than pledged, 10% of the
value of the Tax Incentives received, plus any interestassessed by IDR, must be repaid.
(e) RepaymentAtnount If Shortfall in Job Obligations Qualifying Investenent.andforLess Than Total
Contract# 21-1-HQJP-037 Exhibit B-1, Pages Apor uwr 1O1018
Project Cost If the Recipient experiencesa shortfall in two or more of its requirements related to Job
Obligations,Qualifying Investment, or the Total Pro jectCost, IEDA will calculatethepercentageowed for
the Recipient's failure to meet each of the requirements The higher of these amountsshall be the amount
Recipientshasl repayto IDR.
(f) Selling, Disposing, or Razing of Property. If, within five years of purchase, the Recipientsells,
disposes of, razes, or otherwise renders unusable all or a part of the land, building, or other existing
structuresfor which an investment tax credit was claimed( the income tax liability of the Recipient for the
year in which all or partofthe property is sold, disposedof,razed, or otherwiserenderedunusableshalI be
increasedby one of the following amounts, plus any interestassessedby IDR:
I. 1001 roof 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%ofthe tax credit claimed if the property ceases to be approvedfor the tar credit within two
full years after being placed in service
3. 601 roof the tax credit claimed if the property ceases to be approved for the tax credit within
theee full years after being placed in service
4. 40% of the tax credit claimed if the property ceases to be approvedfor the tax credit within
four full years after being placed in service.
5. 20% of the tax credi 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 —I-
Contractf/ 21-HQJP-037 Exhibit 13-1, Page6 Farroftweed 102018
DESCRIPTIONOF THE PROJECT AND AWARD BUDGET
(EXHIBIT C)
Nameof Recipient: CPM enCorporation
Nameof Community: Cit roof Waterloo
Contract Number: 11-HQJP-037
PROJECT DESCRIPTION
CPM AcquisitionCorporationwill lease a design-build-to-suif acilitywhich will supportsale% engineering, researchand
development, corporatebacic-of ficeadministratiopand order I ulfillmentoperations Locatedon 20 acres, the facIlitywill total
approximateiy140,000squarefeet(20,000sf office,120,000sf factory) The factorywiil support manufacturing assembly,
warehouse, and a dedicated research and develgomentf acility
AWARD BUDGET _
SOURCE OF FUNDS
AMOUNT
FORM
USE OF FUNDS
COST
IEDA Programs
HQJP Tax Credt
Business
$5,700,000
'See Below
Internal financirg
*Land Acquisition
*Site Preparation
*Building Acquisition
*BuildingConstruction
Buiicing Remodeling
CapitalLease Costs
*Mfg Machinery and Equipment
*Other Machiney and Equipment
Racking,Shelving etc
*ComputerHardware
Computer Software
*Furnitureand Fixtures
Working Capital
Research and Development
Job Training
*includedas capital investmentif
awardedtac credit program
$2,000000
$2,400,000
$500,000
$500,000
$300,000
Total
$5,700,000
Total
$5,700,000
'$601,000 estimated benefit value
OTHER FUNDING 1
SOURCE OF FUNDS 1
TOTALAMOUNT
FORM/TERM
USED AS MATCH _
TIP Refute i
$894,240
50%, 15 Years
Yes
Tax Abatement
!
260E Job Training 1
T
In -Kind Contributions
RISE
RED
Other: Land Incentive
$1,200,000
Yes
EXHIBIT D—JOB OBLIGATIONS
Recipient: CPM Acquisition Corporation
Community: City of Waterloo
Contract Number: 2X-HQJP-037
This Pro jecttas been awarded Pro jectCompietionAssistanceand Tax lncentivesfrom the High Quality Jobs Program(HQJP)
Tax Credit Component. The chart below outline the contractual job obligaions related to this Project.
Data in the "Employment Base"column has been verified by IEDA and reflects the employmentcharacteristicsof the facility
receivingfunding beforethis award was made. Jobs to be retained as a part of this Pro jectmust be included in these
calculations
Data in the "JobsTo Be Cr eated"column outlines the new foil -time jobs(includingtheir wage characteristic) that must be
added to the employmentbase and, if applicable statetvideemploymentbase as a resultof this award.
At the Pro jecCompletionDate and through the Maintenance PeriodCompletionDate, the Recipientmust achieve at a
minimum, the nurnbersfound in the "TotalJob Obligations"colunm.
HQJP JOB OBLIGATIONS
ProjectCompletionData May 31, 2024
MaintenancePeriodCompletionDale: May 31, 2026
Employment
Base
Jobs
To Be Created
Total
Job
Obligations
Totalemploymentat projectlocation
104
14
118
Averaiewar of totalernploymentat projectlocation
$3152
Qualifying l-aborshed Wage threshold requirement (per hr) I
$19.01 (100%)
Number of jobs at or above qualifying wage
85
14
99
Average Wage of jobs at or above qualifying wage
$34 83
VatainhkaWigalisna
I. When determiningthe number of jobs al or above the qualifying wage wages will include only the regular hourly
ratethat 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, retirementor death benefits,
unemploymentbenefits or other insurance, or other fringebcnefits.
2. Employment Base includes 0 "RetainedJobs".
If the Recipient uses or proposesto use a non-standardwork week (8 hours a day. 5 days a week, 52 weeks a year
including holidays, vacation and other paid Ieave),check the box below and describethat alternativeschedule. The
altemativeschedule must meet the requirementsof 261 IAC 173.2. lithe box is not checkedor if no alternative
schedule is provided, IEDA will consider"Ful d-tirueEquival en(FT, poll' to mean the employmentof one person
for 8 hours per day for a 5-day, 40-hourworkweek for 52 weeks per year, including paid holidays,vacai ons and
other paid leave
❑ The Recgient shall use an alternative work weds for purposes of its employees described in the Cottract. The
alternativework week is as follows: [description]
SufticientBenefits Deductible Requirements
Recipientshall provide Sufficient Benefits with a maximum deductible of$1,700 for single coverageor
$3,750 for family coverage