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HomeMy WebLinkAboutConagra Foods (Iowa Economic Dev Assistance)-9/21/2015ECONOMIC DE VEL OPMENT ASSISTANCE CONTRA CT BY CONAGRA FOOPS FACKAGED FOODS, LLC, CITY OF WATERLOO, AIND THE IOWA ECONOMIC DEVELOPMENT ATJTIIORITY CONTRALCT NtJMBER: i5 -TC -052 1 TABLE OF CONTENTS ARTICLE 1: CONTRACT DURATION ARTJCLE 2: DEFINITIONS ARTICLE 3: AWARD TERMS ARTICLE 4: CONDITJONS TO DISBURSBMENT OF FUINDS AND JSSUANCE OF TAX CREDIT NUMBER; DISBURSEMENT TERMS ARTJCLE 5: SBCURITY REQUTREMENTS ARTICLE 6: REPRESBNTATIONS AND WARRANTIES ARTICLE 7: COVENANTS OF THE RECIPIENT ARTICLE 8: COVBNANTS OF THE COMMUNITY ARTJCLE 9: EVENTS OF DEFATJLT; NOTICE AND OPPORTUNITY TO CURE; AND REMEDIES AVA1LABLE TO IEDA ARTICLE 10: MISCELLANIEOUS CONTRACT EXI-IIBITS Exhibit A - Recipient's Financial Assistance Applieation (on file with IEDA), Application # 1 5-HQJTC-049 Exhibit B-1 High Quality Jobs Program - Tax Credit Special Conditions Conditions Exhibit C - Deseription ofthe Project and Award Budget Exhibit D - Job Obligations Exhibit E - Reserved Exhibit F - Reserved Contract li i5 -TC -052 Fr,ff Approved 12/2014 Economic Development Assistance Contract RECIPfENT: CONAGRA FOODS PACKAG-ED FOODS, LLC COMMUNITY: CITY OF WATERLOO CONTRACT NUMBER: 15 -TC -052 AWARD DATE: MAY 22, 2015 AWARD AMT. - 'FAX IINCENTIVES $3,935,000 This BCONOMIC DBVELOPMENT ASSISTANCB CONTRACT (Contraet) is made as of the Contraet Effective Date by the Iowa Bconornic Development Authority (IEDA or Authority), 200 East Grand Avenue, Des Moines, IA 50309, and ConAgra Foods Packaged Foods, LLC (Reeipient), Eleven ConAgra Drive, 11-260, Omaha, NE 68102 and the City of Waterloo (Community), 715 Mulberry Street, Waterloo, IA 50703. WHEREAS, the Recipient submitted an application to IEDA requesting assistance in finaneing its Projeet as more fully described in Exhibit C, Descr:ption of the J'roject and Award Budget (the Project); and WHEREAS, the Iowa Econoxnie Development Authority Board (IEDA Board) awarded the Reeipient assistance for the Projeet fiom the funding sources identified herein (colleotively, the Award), all ofwhich 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 legaily bound, the Reeipient, the Cornmunity and IEDA agree to the foliowing terms: Contract # 1 5 -TC -052 FrntAppro"ed 12/2014 ARTICLE 1: CONTRACT DURATION This Conlract shalt be in effeet on the Contraet Effective Date and shall remain 111 effect until after conipleti�n of eaeh of the following: (a) Through Project Cornpletion Date. Through the Projeet Completion Period and for a reasonable period of time after Project Cornpletion Date during which IBDA will conduet Projeet eloseout procedures to verif' that the Project was eompleted in eomplianee with Contraet requirements. (b) Through lv.[aintenance Feriod Cainpletion Date and Contract Closeout. Through the Maintenance Period Completion Date and for a reasonable period of time after Maintenance Periocl Cornpletion Date during whieh IEDA will conduot eloseout procedures to veri' that the Project was rnaintained in complianee with Contraet requirernents. (e) Repayment or Payrnent Obligation. Until all outstanding amounts due to IEDA, if any, are received by IBDA or all outstanding obligations to IEDA are satisfied in full. (d) Contract End Date. Until JEDA has eompleted Contract closeout proeedures and provided Recipient and Community wi[h written Notiee of Final Contract Closeout. This Contraet shall terminate as ofthe date stated in the written Notice of Final Contract Closeout. Such date shall be the Contract End Date. ARTICLE 2: TWFINITIONS The foliowing terms apply to this Contraet: "Affihiate means any entity to whieh any of the following applies: a. Directly, indireetly, or eonstructively eontrols another entity. b. Is direetly, indirectly or construetively eontrolled by another entity. c. Is subjeet to the eontrol of a common entity. A common entity is one whieh owns directly or individually more than ten percent ofthe voting seeurities ofthe entity. "Award" means any and all assistanee provided by IEDA for the Proj eet under this Contract. "Award Date" means the date first stated in this Contract and is the date the IBDA Board approved the award offinaneial assistanee to the Reeipient for the Project. "Award Funds" means the cash that is provided by IEDA for this Project as Projeet Completion Assistance, ineluding Ioans. "Base Employment Level" means the number of Full -Time Equivalent positions as established by IEDA and Recipient using Recipient's payroll reeords, as of the date Recipient applied for Tax Incentives or Project Completion Assistanee. The number ofjobs Recipient has pledged to ereate and retain shall be in addition to the Base Einployment Level. "Benefits" ineans nonwage cornpensation provided to an employee. Benefits inelude medieal and dental insuranee plans, pension, retirement, and profit-sharing plans, child eare serviees, life insuranee eoverage, vision insuranee eoverage, and disability insurance coverage. "BrownJield site" means an abandoned, idled, or underutilized property where expansion or redevelopment is eomplieated by real or perceived environmental contamination. A brownfield site ineludes property contiguous with the site on whieh the property is loeated. A brownfielld site does not Contraet I 1 5 -TC -052 1',ntAppro,'ed 12/20)4 inelude property whieh has been placed, or is proposed for placement, 011 the national priorities list established pursuant to the federal Comprehensive Environrnental Response, Compensation, and Liability Aet, 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 Advisoiy Couneil established in Iowa eode section 15.294 and may consult members of the council or other staff as necessary. "Contrac/ Effective Date" means the Iatest date on the signature page of this Contract. "Contract End Date" means the date stated in the Notice of Final Contract Closeout issued by IEDA pursuant to Article 1. "Created Jab" means a new, permanent, FuH-Time Bquivalent (FTB) 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-Thne Equivalent job, "ETE," or "full-tiine" 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, ineluding paid holidays, vacations and other paid leave, currently established by schedule, custorn, or otherwise, as constituting a week of fuli-time work for the kind of service an individual performs for an employing unit, provided that the number ofhours 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 ofthe foliowing 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 iinprovements and infrastructure are at least twenty-five years old and one or more ofthe foliowing conditions exists: (1) Thirty percent or more of a building located on the proper 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 saine manner as similar definitions are applled by the Brownfield Advisory Council established in Iowa code section 15.294. rcJ0 Obligadons" means the jobs that must be created or retained as a result of receipt of state or federal financial assistance, Proj ect Completion Assistance, or Tax Incentives from IBDA and that are required to meet the Qualifying Wage Threshold requirements. Recipient's Job Obligations are specified in Bxhibit D of this Contract. Jobs that do not meet the Qualifying Wage Threshold requirements shall not be counted toward Recipient's j ob creation or j ob retention obligations contained in Exhibit D. The Job Obligations in Exhibit D inelude Recipient' s Base Bmployment Level and the number of new j obs required to be created above the Base Bmployment Level. Contract # 15 -TC -052 j;nj ,4pproved 12/2014 "Laborshed Wage means the Qualifying Wage Threshold applicable to Recipient's Projeet as calculated pursuant to rule 261 IAC 173.2 and 261 IAC ehapter 174 and as speeified in Bxhibit 13 ofthis Contraet. "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" ineludes deferred loans, forgivable loans, and float Ioans. A "deferred loan" is one for whieh the payment for prineipal, 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-terin loan, not to exceed 30 months, made from obligated but unexpended moneys. "Majpjtenance Period" means the period of time between the Project Completion Date and the Maintenanee Period Completion Date. The Projeet must be rnaintained in Iowa for this per od oftime. "Maintenance ]?eriod Conipletion Date" means the date on which the Maintenance Period ends. The specific date on whieh the Maintenance Period ends is identified in Exhibit D. "Ferson" ineans as deflnedinArticle 6.1('g,) of this Contract "Project" means the deseription of the work and activities to be completed by the Recipient as outlined in Exhibit C - Description of the Projeet and Award Budget. "Project Cornpletion Assistance" tneans finaneial assistance or teehnical assistance provided to an eligible business in order to facilitate the start-up, loeation, modernization, or expansion ofthe business in this state and provided in an expedient manner to ensure the successffil completion of the start-up location, modernization, or expansion projeet. "Froject Cornpletion Date" means the date by which the Reeipient 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 projeet must be completed, all incented jobs must be ereated or retained, and all other applicable requirements must be met. The specific date on whieh the projeot completion period ends is identified in Exhibit D. "Project Coinpletion Period" means the period of tirne between the Award Date and the Projeet Completion Date. "Qual(fi'ing Jobs" are those Created or Retained Jobs that meet or exceed the Qua1iing Wage Threshold Requirement established to quaIi' for program thnding for the programs providing assistanee to this Projeet. "Qua4fting Wage Tlireshold" means the Laborshed Wage as calculated by IEDA pursuant to statute and rule for each program under which financial assistanee or Tax Incentives for this Projeet are awarded. The Qua1if'ing Wage Threshold Requirement for this Project is outlined in Exhibit 13, Job Obligations. "Recipient 's Einployment Base" means the number ofjobs as stated in Exhibit 13 - Job Obligations that the Recipient and IEDA have established as the Base Employment Level for this Projeet. The number ofjobs the Recipient has pledged to ereate shall be in addition to the Reeipient's Employment Base. "Retained Job" means an existing j ob that meets the Qua1i'ing Wage Threshold Requirements and would be eliminated or moved to another state ifthe Projeet did not proceed in Iowa. Contract # 15 -TC -052 Frnt Approved 12/20)4 "Sufjicient Benefits" means that Recipient offers to each Full-Tirne Bquivalent permanent position a benefits package that meets one of the foliowing: 1. Reeipient pays 80 percent of the premium costs for a standard rnedical and dental plan for single employee coverage with the maximum deductible specified for this project in Bxhibit D; or 2. Recipient pays 50 percent of the premium costs for a standard medical and dental plan for employee fainily coverage with the maximum deductible specifled for this project in Bxhibit D; or 3. Recipient provides rnedical 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 ]'roject Cost" rneans 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 INCENTIVBS FORM MAXIMUM AMOUNT High Quality Jobs Program Tax Incentives $ 3,935,000 TOTAL STATE TAXINCENTIVES: $ 3,935,000 3.2 Terms alld Conditions ofAward. The terms and conditions ofthe Award shall be as described in this Contract and the following incorporated exhibit(s): Bxhibit B-1 High Quality Jobs Program - Tax Credit Component Special Conditions ARTICLE 4: CONDITIONS TO AWARD; DISBUJtSEMENT ANI) ISSUANCE TERMS 4.1 Direct State Financial Assistance - lMsbursements of Award Funds. (a) Conditions to Disbursernent. 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 Disbursernent 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 IBDA. Recipient shall verif' that claimed expenditures are allowable costs. The Recipient shall maintain documentation adequate to support the claimed costs. (c) Documents S'ubmitted. Funds will not be disbursed until IEDA has received the documents described in section 4.3 below as well as the foliowing additional documents, properly executed and cornpleted and approved by IEDA as to form and substance: Contract # 15 -TC -052 Frnl Approved 12/2014 1. Securily Documents. The fully exeeuted Security Doeunients required in Artiele 5. 2. Proinissory Note('s). The Promissory Note(s) required and deseribed in the exhibit(s). 3. Requests for Disbursernent. All disbursernents of Award Funds shall be subjeet to receipt by the IEDA of requests for disbursernent, in form and eontent acceptable to IBDA, submitted by the Reeipient. All requests shall inelude doeurnentation of costs that have been paid or costs to be paid irnmediately upon receipt of Award proceeds. (d) Frior Costs. No expenditures made prior to the Award Date may be ineluded as Project costs. No funds will be disbursed for expenditures prior to the Award Date. (e) Cost Variation. In the event that the actual eost of the Project is less than the Total Project Cost speeified in Exhibit C, the Award Funds specified in Artiele 3.1 shall be redueed at the same ratio as the reduction in the aetual eost of the Projeet bears to the Total Project Cost speoified in Exhibit B. Any funds previously disbursed by IEDA in excess ofthe redueed Award Funds to be provided by IEDA shall be returned to IEDA immediately upon reeeipt by Reeipient's of a written request by IBDA for repayment. (f) Investment ofAward Funds. 1. In the event that the Award Funds are not immediately utilized, temporarily idle Award Funds held by the Recipient may be invested, provided that sueh investments shall be in accordanee with State law, ineluding but not limited to [he provisions of Iowa Code chapter 12C eoncerning the deposit of pubile funds. Interest accrued on temporarily idle Award Punds held by the Recipient shall be eredited 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, Reeipient shall inform IEDA in writing of the amount of unexpended Award Funds in the Reeipient's possession or under the Recipient's control, whether in the forrn of cash on hand, investments, or otherwise. Reeipient shall return to IEDA all unexpended Award Funds remaining, ineluding acorued interest, after all allowable Projeet costs have been paid or obligated within thirty (30) days afler the Project Completion Date. 4.2 Tax Incentives—Conditiolls to Issuance of Tax Credit Number. (a) Tax Credit Nuinber Required to Claiin Incentives. Reeipient shall not elaim the Tax Incentives deseribed in Article 3 until IEDA has issued a tax eredit number for this Projeet and Reeipient has undertaken the activities described in this Contract and the applicable law to be eligible for such Tax Incentives. (b) Issuance ofTax Credit Number. Upon satisfaction of the conditions described herein, IEDA will issue a tax credit number to the Recipient for this Proj ect. The tax eredit number shall be used in preparing any claims for Tax Incentives. (c) Conditions to Issuance of Tax Credit Nwnber. The obligation of IBDA to issue a tax credit number shall be subject to the conditions precedent described in Article 4. (d) Docurnents Submitted. IBDA 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. Contract 11 15 -TC -052 FrnI4pprovedl2/2014 (a) Contraat. FuIly executed Conlraet. (b) Incorporatian Documents. Copies of the Artieles of Incorporation or the Articles of Organization, whichever is appropriate, of the Reeipient, eertified in each instance by its secretary or assistant secretary. (e) Certjfleate ofExistence; Certjflcate ofAuthoriiy. A eertifieate of existence for the Reeipient from the State of incorporation or organization, whichever is appropriate, and a eertifieate of authority authorizing the Recipient to eonduet business in the state of Iowa, if it is not organized or incorporated in Iowa. (d) Results of Lien and Tax Search and Docu;nentation of Satisfactary Credit Histoty. Financing statement, tax and judgment lien seareh results, in the Reeipient' s state af ineorporation or organization, against the Recipient and/or the property serving as the Reeipient' s seeurity under this Contract, and documentation of satisfactory eredit history of the Reeipient and guarantors, as applicable, with no judgments or unsatisfied liens or similar adverse eredit aetions. (e) Other Required Documents. Such other eontraets, instruments, doeuments, eertificates and opinions as IEDA may reasonably request. (f) Solid or Hazardous Waste Audit. To eomply with Iowa Code section 1SA.1(3)"b," if the Recipient generates solid or hazardous waste, it must either: a) submit a eopy of the Reeipient's existing in-house plan to reduee the amount of waste and safely dispose of the waste based on an in-house audit condueted within the past 3 years; or b) subrnit an outline ofa plan to be developed in-house; or e) submit documentation that the Recipient has authorized the Iowa Department of Natural Resources or Iowa Waste Reduction Center to conduct the audit. (g) Release Rorm - ConJidential Tax Information. A signed Authorization for Release of Confidential State Tax Information forrn 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 finaneial assistance programs. (h) Froject Finaneial Coinmitinents. The Recipient shall have submitted doeumentation acceptable to IEDA from the funding sources identified in Exhibit A committing to the specified finaneial involvement in the Proj ect and received the IEDAs approval of the doeumentation. The documentation shall inelude the amount, terms and conditions of the financial eommitment, as well as any applicable schedules and may inelude agreements and resolutions to that effeet. (i) State Building Code Bureau Appraval. If any part of the Award proceeds will be used for the eonstruction of new buildings and if either ofthe foliowing applies: 1. The building or structure is loeated in a governmental subdivision which has not adopted a local building code; or 2. The buiiding or strueture is located in a govemmental subdivision which has adopted a building code, but the building code is not enforced, 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 ofPublic Safety. 4.4 Suspension, Rethiction 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 ofAward Punds or delay the issuance ofa tax credit number or receipt of Tax Incentives: Contract 11 J5 -TC -052 FmtApproved 12/2014 (a) Unremedied event qf default. Upon the oeeurrence of an Event of Default, as defined in this Contraet, by the Recipient, IEDA may suspend payment or issuanee of the Award to the Recipient until sueh time as the default has been eured. (b) Layoff closure or relooation. In the event the Reeipient experiences a layoff within the state of Iowa, reloeates or eloses any of its Iowa facilities IEDA has the diseretion to reduce or elirninate some or all of the Award. Factors IEDA eonsiders when determining whether to exercise its discretion under this paragraph inelude, but are not limited to, the pereentage of Reeipient's workforce affeeted; the total number oi' employees involved; whether the action is seasonal, temporary, or permanent; whether employees are relocated to other Iowa faeilities; the reasons for the layoff, elosure, or reloeation; and the impaet on the projeet, Community, and State. (e) Reduction, discontinuance or alteration ofstate funding/programs. Any termination, reduetion, or delay of funds or Tax Ineentives available due, in whole or in part, to (1) laek of, reduction in, or a deappropriation of revenues or Tax Ineentives previously appropriated or authorized for this Contract, or (ii) any other reason beyond the IEDA's control may, in the IEDA's diseretion, result in the suspension, reduction or delay ofAward Fund or authorization or issuance ofTax Ineentives to the Reeipient. 4.5 Closing Cost Fee. Upon exeeution ofthe eontraet and prior to the issuanee ofa tax eredit number or the disbursement of Award Funds, an eligible business shall remit to the Authority a one-time eompliance eost fee in the arnount of$500. A1ITICLE 5: RESERYED. ARTICLE 6: REFRESENTATIONS AND WAR14ANTIES 6.1 Itepresentattons of I4ecipient. The Reeipient represents and warrants to IEDA as foliows: (a) Organization and Qua4fications. 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 eonduet business in the state of Iowa. The Recipient has full and adequate power to own its property and eonduet its business as now eondueted, and is duly lieensed or qualified and in good standing in each jurisdiction in which the nature of the business eonducted by it or the nature of the property owned or Ieased by it requires such lieensing or qualif'ing, except where the failure to so qualify would not have a material adverse effeet on the Reeipient' s ability to perform its obligations hereunder. (b) Authority and Validity of Obligations. The Reeipient has full right and authority to enter into this Contraet. The person signing this Contraet has full authority on behalf of Reeipient to exeeute this Contraet and issue, exeeute or otherwise seeure or deliver any doeuments or obligations required under this Contraet on behalf of the Reeipient, and to perform, or eause to be performed, eaeh and all of the obligations under the Contraet. The Contraet delivered by the Reeipient has been duly authorized, exeeuted and delivered by the Reeipient and eonstitutes the valid and binding obligations of the Reeipient and is enforeeable against it in aeeordanee with its tenns. This Contraet and related doeuments do not eontravene any provision of law or any judgment, injunetion, order, or decree binding upon the Reeipient or any provision ofthe eorporate governanee doeuments of the Reeipient, nor does this Contraet eontravene or constitute a default under any eovenant, indenture or contraet of or affeeting the Reeipient or any of its properties. (e) Affihiates. The Recipient has no Affiliates involved with the Projeet on the Contraet Effeetive Date. Contract# 15 -TC -052 - 10 - Fmf Approved 12/20)4 (d) Financial Reporis. The balance sheet of the Recipient ffirnished to IEDA fairly presents its financial condition as of said date and is in conforrnity with Generaily Aecepted Aeeounting Principles (GAAP) applied on a consistent basis. The Recipient has no contingent liabilities which are material to it, other than as indicated on sueh financial statements or, with respect to future periods, on the finaneial statements furnished to IBDA. (e) No Material Adverse Change. Sinee the Award Date, there has been no ehange or the Reeipient foresees no change in the condition (financial or otherwise) of the Recipient or the prospeets of the Reeipient, exeept those oeeurring in the ordinary eourse of business, none of which individually or in the aggregate has been materially adverse. To the knowledge of the Reeipient, there has been no rnaterial adverse ehange in the eondition of the Reeipient, financial or otherwise, or the prospects of the Reeipient. (f) Full Disclosure; Recipient 's Finanelal Assistane Application. The statements and other information furnished to the IEDA by Recipient in its Finaneial Assistance Application and 111 connection with the negotiation of this Contraet do not contain any untrue staternents of a materal faet or omit a material fact neeessary to make the material statements eontained herein or therein not misleading. The IBDA acknowledges that, as to any projections ftrnished to the IBDA, 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, eopyrights, trade secrets, knowhow and confidential commereial and proprietary information to conduet its business as now condueted, without known eonfllet with any patent, Iieense, franchise, trademark, trade name, trade style, eopyright or other proprietary right of any other Person. As used in this Contract, "Person" means an individual, partnership, eorporation, association, trust, unincorporated organization or any other entity or organization, ineluding a government or agency or politieal subdivision thereof. (h) Govern,nental Autlwrity and Licensing. The Recipient has reeeived all licenses, permits, and approvals of all Federal, state, Iocal, and foreign governmental authorities, if any, necessary to conduct its business, in each ease where the failure to obtain or maintain the sarne eould reasonably be expeeted to have a niaterial adverse effeet. No investigation or proeeeding which, if adversely determined, could reasonably be expected to result in revoeation or denial of any xnaterial license, permit, or approval 13 pending or, to the knowledge of the Recipient, threatened. (i) Litigation and Other Confroversies. There 5 110 litigation or governmental proeeeding pending, nor to the lcnowledge of the Recipient, threatened, against the Reeipient whieh, if adversely determined would result in any material adverse change in the finaneial condition, properties, business or operations of the Reeipient, nor is the Reeipient aware of any existing basis for any sueh litigation or governmental proeeeding. (j) Good Title. The Recipient has good and defensible title to or valid leasehold interests in all ofits property involved with the Project ineluding, without limitation, the Seeured Property if reaT property is a seeurity for this Contract refleeted 011 the most recent balanee sheets furnished to the IBDA, exeept for sales ofassets in the ordinary eourse ofbusiness. (k) Taxes. All tax returns the Recipient is required to file in any jurisdietion have, 111 fact, been filed, and all taxes, assessments, fees and other governmental eharges upon the Reeipient or upon any of its property, income or franchises, whieh are shown to be due and payable in sueh retums, have been paid, except sueh taxes, assessments, fees and governxnental charges, if any, whieh are being contested 111 good faith and by appropriate proceedings whieh prevent enforeeinent of the matter under contest and as to whieh adequate reserves established in aecordance with GAAP have been provided. The Reeipient knows of 110 proposed additional tax assessment against it for which adequate provisions in aecordance with Contract /1 15 -TC -052 - il - Emi Approved 12/2014 GAAP have not been made on its accounts. Adequate provisions in aeeordance with GAAP for taxes on the books of the Reeipient 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 eovenant, indenture or coinraet of or affecting the Recipient's business or any of its properties, which default, if uneured, would have a material adverse effeet 011 its finaneial eondition, properties, business or operations. (m) No Event ofDefault. No Event ofDefault, as defined in Article 9, has oecurred or is continuing. (n) Coinpliance with Laws. The Reeipient 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 standarcis for air; water, land and toxie 01 hazardous wastes or substanees, non-eornplianee with which could have a material adverse effect on the finaneial eondition, 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 applieable federal, state or local environrnental or health and safety statutes and regulations or are the subjeet of any governmental investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substanee into the environment, which non-complianee or remedial action could have a material adverse effeet on the finanelal condition, properties, business or operations ofthe Recipient. (o) Effective Date af 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 Reeipient at the tirne each request for disbursement of Award Funds is submitted to IEDA or each time Tax Incentives are elaimed by the Recipient. 6.2 Representations of Community. (a) Local Approvals Received; Authority and Validity of Obligations. The Comrnunity has secured all necessary local approvals and has full right anc[ authority to enter into this Contract. The person signing this Contraet has ftill authority on behalf ofthe Community to: 1. Sign this Contract, and 2. Perform eaeh and all ofthe Community's obligations under this Contract. The Contraet delivered by the Cominunity has beenduly authorized, exeeuted and delivered by the Cominunity and constitutes the valid and binding obligations of the Conimunity and is enforeeable against it in accordance with its terms. This Contract and related documents do not contravene any provision of law or any judgment, injunetion, order or decree binding upon the Community or eontravene or constitute a default under any covenant, indenture or contraet of or affecting the Community or any of its properties. (b) Local Coinrnittnent. The Community represents that there are legally enforeeable eommitments in place for the Community local commitrnent identified for the Project in Exhibit C -Desoription of the Project andAward Budget. (c) No Material Adverse Change. Sinee the Award Date, there has been no rnaterial adverse ehange in the Community's ability to perform its obligations under this Contraet. (d) Full Diselosure; Connnunily 's Financial Assistance Application. The staternents and other information furnished to the IEDA by the Conununity in the Financial Assistance Applieation and in connection with the negotiation of this Contraet do not contain any untrue statements of a rnaterial faet or Contract# 15 -TC -052 - 12 - Fm( Approved 12/20)4 omit a material faet necessary to make the rnaterial staternents eontained herein or therein not misleading. The IEDA aeknowledges that, as to any proj eetions furnished to the IBDA, the Comrnunity 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 reeeived all lieenses, permits, and approvals of all federal, state, loeal, and foreign governmental authorities, if any, neeessary to perform its obligations under this Contraet. No investigation or proeeeding which, if adversely determined, could reasonably be expeeted to result 111 revoeation or deni& of any material license, permit, or approval is pending oi; to the knowledge ofthe Community, threatened. (f) Litigation and Otlwr Controversies. There is no litigation or governmental proceeding pending, nor to the knowledge of the Community, threatened, against the Comrnunity 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 sueh litigation or governmental proeeeding. (g) No Event of Default. No Event of Default by the Community, as defined in Artiele 9, has oeeurred or is continuing. (h) Coinplianee with Laws. The Community is in eompliance with the requirements of all federal, state and loeal laws, rules and regulations applicable to or pertaining to the operations of the Community and laws and regulations establishing quality eriteria and standards for air, water, land and toxie or hazardous wastes or substances, noncomplianee with whieh eould have a material adverse effect on the finaneial condition, properties, business or operations of the Community in relation to the Cornmunity's abilily to perform its obligations under this eontraet. The Community has not received notiee that its operations are not in eornpliance with any of the requirements of applicable federal, state or loeal environmental or heaith 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-complianee 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 Wcwranties. The warranties and representations of this Article are made as of the Contract Effective Date. ARTICLIE 7: COVENANTS OF TIIE RItCIPIENT For the duration of this Contract, the Recipient covenants to IEDA as foliows: 7.1 Project Performance Ohliaations. (a) Use Award Funds onlyfor Froject, The Recipient shall use the Award Funds only for the Project and for the activities deseribed in Exhibit C -Description of the Project and Award Budget and this Contract. Use of the Award Funds shall conforrn to the Budget for the Project as detailed in Bxhibit C - Deseription of the Projeet and Award Budget. The Recipient represents that there are legaily enforeeable eommitments in plaee from the funding sources identified for the Project in Exhibit C -Description of the Proj ect and Award Budget. (b) Meet and Maintain Eligibility Requireinents. Reeipient shall continue to meet and maintain all statutory eligibility requirements for the funding sources providing assistance under this Contract. Contract# 15 -TC -052 - 13 - FrntApprovedl2/2014 (c) Project Time Period. This Contract covers the Project tirne period from the Award Date through the Maintenance Period Conipletion Date. Recipient shall eomplete and maintain the Project within the Projeet time period shown below: COMPLIANCE MEASUBEMENT POINT COMPLLANCE MEASUREMENT POINT Award Date Froject Completion Period Project Completion Date Maintenance Period Mairitenance Period Completion Date Contract Closeout "AwapdDafe" is "Projecl "Frojee( "Mainte,zance "Mai,z/enwwe Period IEDA will conduct the date first Co'npktion Cwnpletion Date" is Period" is the Cornpletion Date" is Contract Closeout stated in this Period" is the the date defined itt perind oftime the date defined itt procedures after alt Contraet and is pei-ind oftirne Exhibit 1) by whieh between the Exhibit D an whieh events described itt the date the between the Award the Reeipient must Project the Maintenanee Article 1 have been IEDA Board Date and the cornptete the Completion Period ends. met. approved the Project Completion Project. Date and the awarding of Date. Maintenance At this point, IEDA "Contract End Dde" finaneial At this point, JEDA Period will review the Project is the date stated in assistanee to the will review the Completion to veri' that it was IEDA's written Recipient for the Project to veri' Date. The maintained itt Notiee ofFinal Project. complianoe with Project must be compliance with Contract Closeout Contract terms and maintained itt Contraet terms and that 13 issued obligations. Iowa for this period oftime. obligations. pursoant to Article 1, (d) Cotnplete Project by Project Coinpletion Date. By the Project Cornpletion Date, Recipient shall complete the Project, make the total investment 11 pledged for the Project and in aecordance with the Award Budget as detailed in Exhibit C - Deseription of the Project and Award Budget, and comply with alt other performance requirements described in this Contraet. (e) Total Project Cosls. By the Pfojeet Complelion Date, Reeipient shall have eompleted the Project with a Total Project Cost as detailed in Exhibit C - Deseription ofthe Project and Award Budget. (f) Mainlain Project through Maintenance Period Cornpletion Date. Reeipient shall maintain the Project through the Maintenance Period Completion Date. (g) Maintain Projeet in Jowa During Contract Feriod, The Reeipient shall at all times preserve and maintain its dxistence as a corporation in good standing and maintain the Projeet in Iowa. The Recipient will preserve and keep in force and effect all licenses, permuts, franchises, approvals, patents, tradernarks, trade names, trade styles, copyrights and other proprietary rights necessary to the proper conduct of its respective business. 7.2 Taxes and Insurallcc. (a) Pay Taxes and Assessments. The Reeipient 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 Reeipient shall insure and keep insured in good and responsible insurance companies all insurable property owned by it whieh is of a character usually insured by Persons Contract# 15 -TC -052 - 14 - FrntApproved 12/2014 similarly situated and operating like properties against Ioss or damage from sueh haizards or risks as are insured by Persons similafly situated and operating like properties, and the Reeipient shall insure such other hazards and risks, ineluding employers and publie liability risks in good and responsible insurance eornpanies as and to the extent usually insured by Persons sirnilarly situated and conducting sirnilar business. The Reeipient will, upon request of IEDA, furnish a certificate setting forth in summary form the nature and extent of the insuranee maintained pursuant to this Artiele. 7.3 Freserve Project and Protect Security. (a) Maintenance of Properties. The Reeipient shall rnaintain, preserve and keep its properties in good repair, working order and condition, ordinary wear and tear exeepted, and will from tirne to tirne make all needftil and proper repairs, renewais, replaeements, additions and betterments thereto so that at all times the effieieney thereof shall be fully preserved and maintained in aeeordance with prudent business praetiees. • (b) Restrictions on Securiiy. If Seeurity is required pursuant to Article 5 of this Contraet, the Recipient shall not, without prior written diselosure to IEDA and prior written eonsent of IEDA, whieh shall not be unreasonably withheld, direetly or indireetly: 1. Sell, transfer, eonvey, assign, eneumber or otherwise dispose of any ofthe Seeured Property for this Projeet. 2. Place or perrnit any restrietions, eovenants or any similar limitations on the Seeured Property or in the Seeurity Doeuments for the Projeet. 3. Remove from the Proj eet site or the State all or any part of the Seeured Property. 4. Create, ineur or permit to exist any lien of any kind on the Secured Properly. 7.4 Recipient Clianges. (a) No Changes in Recipient Operations. The Reeipient shall not materially ehange the Proj eet or the nature of the business and aetivities being eondueted or proposed to be eonducted by Recipient, as described in the Reeipienfs approved Finaneial Assistanee Applieation, Exhibit A of this Contraet, unless approved in writing by ]EDA prior to the change. (b) Changes in Recipient Ownership, Siructure and ControL The Reeipient shall not materially ehange the ownership, strueture, or eontrol of the business if it would adversely affeet the Project. This ineludes, but is not limited to, entering into any merger or eonsolidation with any person, firrn or eorporation or permitting substantial distribution, liquidation or other disposal of assets direetly assoeiated with the Projeet. Reeipient shall provide IEDA with advance notiee of any proposed ehanges in ownership, strueture or eontroL The materiality of the ehange and whether the ehange adversely affects the Project shall be as reasonably determined by IEDA. 7.5 Required Reports. (a) Review ofReports. The Reeipient shall prepare, sign and submit required reports, in the form and eontent required by IEDA, as specified in this Contraet. (b) Reports. The Reeipient shall prepare, sign and submit the foliowing reporis to the IEDA throughout tlie Contraet period: Contract# 15 -TC -052 t5 - FrntApproved 22/2014 Report Due Date Annual Project Status Report July 313t for the period ending June 3 Oth The Annual Proj ect Status Report will eollect inforrnation from the Recipient about the status ofthe Project. End of Proiect Report Within 30 days ofProject Cornpletion Date The End ofProject Report will collect information from the Reeipient about the completed Project. End of Maintenance Period Report Within 30 days ofthe end ofthe Maintenance Period Cornpletion Date The End ofMaintenanee Period Report will eolleet inforrnation from the Recipient's continued maintenanee of the Proj eet. (c) Additional Reports, Financial Statements as Requested by IEDA. The IEDA reserves the right to require more flequent submission of reports if, in the opinion of the IEDA, more frequent submissions would provide needed inforination about Recipient's Project performanee, 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, Reeipient shall submit its annual flnancial statements completed by an independent CPA, or other flnaneial staternents ineluding, but not limited to, ineome, expense, and retained earnings staternents. 7.6 Compliance with Laws. (a) State, local and federal laws. Reeipient shall comply in all material respeets with the requirements of all appilcable federal, state and local laws, rules, regulations and orders. (b) Environmental laws. Reeipient shall eomply in all material respeets with all applicable environmental, hazardous waste or substance, toxic substanee and underground storage laws and regulations, and the Reeipient shall obtain any permits or licenses and shall aequire or construct any buildings, improvements, fixtures, equipment or its property required by reason of any applieable environmental, hazardous waste or substanee, toxic substanee or underground storage laws or regulations. (0) Nondiscrhnination laws. Recipient shall eomply in all material respects with alt applieable federal, state, and local laws, rules, ordinanees, regulations and orders applieable to the prevention of diserimination in employment, ineluding the administrative rules of the Iowa Departtnent 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 materia! respeets with all applicable federal, state and loeal laws, rules, ordinances, regulations and orders applicable to worker rights and worker safety. (e) Itninigration laws. Reeipient shall only employ individuals legally authorzed to work in this State. In addition to any and alt other applieable penalties provided by culTent law, all or a portion of the Award is subject to recapture by IEDA if Recipient is found to ernploy individuals not legaily authorized Contraet # 1 5 -TC -052 - 16 - Fmz Approved 12/2014 to work in the State of lowa. (f) Co;npliance with IEDA 's Administrative Rules. Recipient shall eomply with IEDA's administrative rules for the programs under which assistance is provided to the Projeet and rules governing administration ofthis Contraet. 7.7 Inspection and Audit. Upon reasonable prior notice, the Reeipient shall permit the IBDA and its duly authorized representatives, at such reasonable times and reasonable intervals as the IEJJA may designate, to: (a) Conduct site visits and inspeet the Projeet. (b) Audit finaneial reeords related to the Projeet. (e) Examine and make copies of the books of aeeounts and other finaneial records of the Reeipient related to the Project. (d) Diseuss the affairs, finanees and accounts ofthe Recipient with, and to be advised as to the same by, its officers, and independent publie aecountants. By this provision, the Recipient authorizes sueh aeeountants to diseuss with the ]EDA and the 1EDA's duly authorized representatives the finances and affairs of the Reeipient. 7.8 Maintenance and Retentiou of Records. (a) Maintaih Accounfing Records. The Reeipient is required to rnaintain its books, records and all other evidence pertaining to this Contract in aeeordance with GAAP and sueh other procedures speeifled by IEDA. (b) Aceess to Records. Reeords to veri' compliance with the terms ofthis Contraet shall be availabile at all times, and made available to IEDA and its designees at places and times designated by IEDA, for the duration of this Contraet and any extensions thereof. Recipient shall make its reeords available to: (i) IEDA; (ii) IEDA's internal or external auditors, agents and designees; (iii) the Auditor of the State of Iowa; (iv) the Attomey General of the State of Iowa; (v) the Iowa Division of Criminal Investigations and any other applicable mw enforeement ageneies. (e) Records Retention Period. Recipient shall retain the reeords for a period of three (3) years from the Contraet End Date, unless the reeords are the subj eet 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 IEJ)A. (a) Notice of Major Changes. Reeipient shall provide IEDA with written notice within thirty (30) days of the oeeurrence of: (a) any event that has a material adverse effect on Reeipient's ability to eornplete the Projeet in accordance with the terms of this Contract; (b) the terrnination of the business condueted at the Projeet; (c) a material modifieation of the nature of the business eonduoted at the Projeet; and (d) the transfer of the Projeet or any material interest in the Project in eonneetion with finaneing or refinancing the Proj ect. (b) Notice ofProceedings. Without limiting Section 7.9(a), Reeipient shall promptly provide IEDA with written notice within ten (10 days ofthe occurrence of any claims, Iawsuits, bankruptcy proeeedings, or other proceedings brought against Recipient that have a material adverse effeet 011 Recipient's ability Contrac( fi 15 -TC -052 17 - FrntApprovedl2I2OI4 to complete the Project in aceordance with the terrns of this Contract. 7.10 Iudemnification. The Reeipient shall indexnnify, defend and hold harmless the IEDA; the State oflowa; its departments, divisions, agencies, sections, coxnmissions, offieers, ernployees and agents from and against all losses, liabilities, penaities, fines, damages and elaims ,ineluding taxes, and all related costs and expenses ,ineluding reasonable attorneys fees and disbursements and eosts of investigation, litigation, settlement, judgments, interest and penalties, arising from or in eonneetion with any of the foliowing: (a) Any claim, demand, action, eitation or legal proceeding arising out of or resulting from the Proj ect; (b) Any claim, dernand, action, citation or legal proeeeding arising out of or resulting froin a breach by the Recipient of any representation, warranty or eovenant made by the Recipient in this Contract; (e) Any elaim, demand, action, citation or legal proeeeding arising out of or related to occurrenees that the Reeipient is required to insure against as provided for in this Contraet; and (d) Any claim, dernand, action, eitation or legal proeeeding whieh results from an aet or omission of the Reeipient or any of its agents in its or their eapacity as an ernployer of a person. 7.11 Repayment of Unallowable Costs. Recipient shall repay any Award reeeived or realized that is determined by IBDA, its auditors, agents or designees, the Auditor of the State of Iowa, or similar authorized governmental entity to be unallowable under the terrns ofthis Contract. 7.12 Ongoing Ii'ees Based on Claims. For the duration ofthis Contract and for as long as Reeipient elaims or applies for benefits against its Iowa tax liability under this Contract, Reeipient shall remit to the Authority a eomplianee eost fee equal to one-half of 1 percent of the value of the Tax Ineentives elairned pursuant to this Contract. The fee shall be due and payable upon fihing the Reeipient's annual tax return for eaeh tax year in whieh the Reeipient claims Tax Incentives under this Contraet. ARTICLE 8: COVENANTS OF TIff COMMUNITY For the duration of this Contract, the Conimunity eovenants to IEDA as foliows: 8.1 Local Match. The Community shall provide the local finaneial assistanee for the Projeet as deseribed in Exhibit C, Projeet Deseription and Award Budget. 8.2 Notiee to JEDA. In the event the Community becomes aware of any material alteration in the Proj eet, initiation of any investigation or proceeding involving the Proj eut, any ehange in the Reeipient's ownership, structure or operation, or any other similar oeeurrenee, the Community shall promptly pfovide written notiee to IEDA. ARTICLE 9: DEFAULTS ANIJ REMEDIES 9.1 Defautt by Recipient. An unreinedied Event of Default may result in termination ofthis Contract and repayment of all or a poriton of the Award Funds disbursed to Reeipient and the value of the Tax Ineentives aetually reeeived, plus applicahle default interest and costs. (a) Events ofDefault Any one or inore of the foliowing shall constitute an 'Event ofDefault' under this Contract: Contract# 15 -TC -052 - 18 - FrntApproved 12/2014 1. Nonpayment. Failure to make a payment when due of any Loan or other payment requiied by this Contract whether by Iapse oftime, aeceleration or otherwise; or 2. Noncornplianee with Covenants. Default in the ohservanee or perforrnanee of any eovenant set forth in Artiele 7, for more than twenty (20) business days; or 3. Noncoinplianee with Security Docuinents. Default in the observance or performance of any term of any Security Document if required in Article 5 beyond any applicable graee period set forth therein; or 4. Noncoinpliance with Contract. Default in the observance or performance of any other provision ofthis Contract; or 5. Mater/al Misrepresentation. Any representation or warranty made by the Recipient in this Contraet or in any statement or certificate furnished by it pursuant to this Contract, or made in Exhibit A, Reeipient's Financial Assistance Applieation, or in eonneetion with any of the above, proves untrue in any material respeet as ofthe date ofthe issuance or making thereof; or 6. Security Dijiciencies. Any of the Seeurity Documents that represent the Security pledged by Reeipient to secure this Contract fails for any reason to ereate a valid and perfeeted priority security interest in favor 6f the IEDA; or 7. Judgrnent. Any judgment or judginents, writ or writs or warrant or warrants of attachment, or any similar proeess or proeesses entered or flled against the Reeipient or against any of its property and remains unvacated, unbonded or unstayed fora period of 30 days whieh materially and adversely affeets Reeipient's ability to perform its bbligations under this Contraet; or 8. Adverse Change in Financial Condition. Any ehange oeeurs in the finaneial eondition of the Reeipient which would have a material adverse effeet on the ability of the Reeipient to perform under this Contraet; or 9. Banicruptay ar Siinilar Pmceedings Initiated. Bither the Reeipient shall (1) have entered involuntarlly against it an order for relief under the United States Bankruptey Code, as amended, (ii) not pay, or admit in writing its inability to pay, its debts generaily as they become due, (iii) make an assignrnent for the benefit of ereditors, (iv) apply for, seek, consent to, or aequiesee in, the appointinent of a reeeiver, eustodian, trustee, examiner, Iiquidator or similar offleial for it or any substantial part of its property, (v) eommence any proceeding seeking to have entered against it an order for relief under the United States Bankruptey Code as amended, to adjudieate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or eomposition of it or its debts under any law relating to bankruptey, insolveney or reorganization or relief of debtirs or fail to file an answer or other pleading denying the material allegations of any sueh proeeeding filed against it, or (vi) fail to eontest in good faith any appointrnents or proceeding deseribed below; or 10. Appointinent of OfJicials. A eustodian, receivei; trustee, examiner, liquidator or sirnilar offieial is appointed for either the Recipient or any substantial part of any of its respeetive property, or a proeeeding described above is eoxnmeneed against the Reeipient and sueh appointment eontinues undiseharged or such proeeeding eontinues undismissed or unstayed for a period of sixty (60) days; or 11. Insecurity. IIEDA in good faith deems itself inseeure and reasonably believes, afier eonsideration of all the facts and eireumstanees then existing, that the prospeet of payment and satisfaetion of the obligations under this Contract, or the perforrnance of or observanee of the eovenants in this Contraet, is or will be materially impaired; or Contraet # 15 -TC -052 - 19 - F;ntApprovedl2/2014 12. Failure to Subrnit Required Reports. The Recipient fails to submit eomplete reports by the required due dates as outlined in Article 7; or 13. Layoffs, Reloeation or Closure. The Reeipient 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 10 work in state. The Recipient fails to only employ only individuals legaily authorized to work in the state of Iowa. If Reeipient is found to knowingly employ individuals not legaily authorized to work in the state of Towa then, in addition to any and all other applicable penalties provided by eurrent law, all or a portion of the assistance reeeived is subject to repayment; or 15. Failure to Maintain Progra.in Eligibilily Requirenents. Recipient fails to maintain a statutory eligibility requirement for a program providing assistanee under this Contraet. (b) Notice ofDefault and Opportunily to Cure. IfIEDA has reasonable cause to believe that an Event of Default has oeeurred under this Contract, IEDA shall issue a written Notice of Default to the Reeipient setting forth the nature of the alleged default in reasonable specifieity and providing therein a reasonable period of time, whieh shall not be fewer than thirty (30) days from the date of the Notiee of Default, during whieh the Reeipient shail have an opportunity to eure, provided that eure is possible and feasible. (c) Rernedies Available to IEDA. When an Event of Default has occurred and is not eured within the required time period, IEDA may, after written notice to Recipient: 1. Tetminate this Contract. 2. Suspend or reduee pending and future disbursements. 3. Deelare immediately due and payable without further demand, presentrnent, protest or notiee of any kind the prineipal and any accrued interest on any outstanding Promissory Notes issued pursuant to this Confraet, ineluding both prineipal and interest and all fees, eharges and other amounts payable under this Contract. 4. Require repayment of all or aportion of Award Funds disbursed. 5. Revoke or reduee authorized Tax Incentives. 6. Require hill repayrnent of all or a portion of the value of Tax Ineentives reeeived. (d) Reserved. (e) Default Jnterest Rate. If an Event of Default oceurs and remains uneured, a default interest rate of 6% shall apply to repayment of arnounts due under this Contract. The default interest rate shall acerue from the first date Award Funds are disbursed or Tax Ineentives are received. (f) Expenses. The Reeipient agrees to pay to the IEDA all expenses reasonably ineurred or paid by IEDA, ineluding reasonable attorneys' fees and court costs, in connection with any Default or Event of Default by the Recipient or in eonnection with the enforcenient of any of the terrns of this Contraet. 9.2 flefault by Community. An unremedied Event of Default may result in termination of this Contraet and repayment by Community of all or a portion of the pledged local mateh, plus applicable default interest and costs. Contract # 15 -TC -052 20 - FrntApproi'ed /2/2014 (a) Events ofDefault. Any one or more of the foliowing shall eonstitute an "Event ofDefault by Com;nunity" under this Contract: 1. Nonconipliance with Covenants. Default in the observance or performanee of any eovenants ofthe Comirtunity 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 fumished by it pursuant to this Contract, or made by Comrnunity in Exhibit A, Recipient' s Finaneial Assistanee Application, or in connection with any of the above, proves untrue 111 any material respeet as of the date of the issuanee or making thereof. (b) Notice ofDefault and Opportunity to Cure. If IEDA has reasonable cause to believe that an Event of Default has oeeurred under this Contraet, IEDA shall issue a written Notice of Default to the Comrnunity setting forth the nature of the alleged default in reasonable speeifieity 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 Cornrnunity shall have an opportunity to eure, provided that eure is possible and feasible. (e) Reinedies Available to IEDA. When an Event of Default by Community has oeeurred and is not eured within the required time period, IEDA may, after written notice to Community: 1. Suspend or reduee pending and future disbursements to Comrnunity. 2. Require repayment by Community of the amount of local finaneial assistanee pledged to the Project but not provided. (d) Expenses. The Community agrees to pay to the IEDA all expenses reasonably ineurred or paid by IEDA ineluding reasonable attorneys' fees and eourt costs, in conneetion with any Default or Event of Default by the Community or in eonneetion with the enforcernent of any of the terms of this Contraet. ARTICLE 10: MTSCELLANEOUS. 10.1 Choice of Law and Forum; Governing Law. (a) In the event any proceeding of a quasi-judicial or judicial nature is commeneed in eonnection with this Contraet, the proeeeding shall be brought in Des Moines, Iowa, in Pollc Counly Distriet Court for the State of Iowa, if sueh court has jurisdietion. If, sueh court laeks jurisdiction and jurisdietion lies only in a United States Distriet Court, the matter shall be eommenced in the United States District Court for the Southern Distriet oflowa, Central Division. (b) This provision shall not be eonstrued as waiving any immunity to suit or liability, h state or federal eourt, whieh may be available to the IEDA, the State of Iowa or its members, offieers, ernployees or agents. (e) This Contraet and the rights and duties of the parties hereto shall be governed by, and eonstrued in aceordanee with, the internal laws of the State of Iowa without regard to prineiples of eonflicts of laws. 10.2 Contract Amendments. Neither this Contraet nor any doeuments ineorporated by referenee in eonneetion with this Contraet, may be changed, waived, discharged or terrninated orally, exeept as provided below: (a) Writing required. The Contraet may only be amended if done so in writing and signed by all the Contraet# 15 -TC -052 - 21 FrntAppro'ed 22/2014 parties. Bxamples of situations requiring an amendment inelude, but are not limited to, time extensions, budget revisions, and significant alterations of existing activities or beneficiaries. (b) IEDA review. Requests to amend this Contraet shall be processed by IEDA in eompliance with the IEDA's rules and proeedures applieable to contraet amendments. 10.3 Notices. Except as otherwise specified herein, all notices hereunder shall be in writing ,ineluding, without limitation by e-mail, and shall be given to the relevant party at its address or e-mail address set forth below, or sueh other address or e-mail address as sueh party may hereafter speei' by written notiee to the other parties provided by United States Postal Service eertified or registered mail, return reeeipt requested or by other telecommunication device capable of ereating a written reeord of sueh notiee and its receipt. Any notice by e-mail shall require the party to simultaneously deposit the notice in eertified mail as speeified herein. Notices hereunder shall be addressed: To the Recipient at: ConAgra Foods Packaged Foods, LLC Corporate Tax Departrnent Eleven ConAgra Drive, 11-260 Oinaha, NE 68102 Attn: Darrin Sehmidt, Finance Manager E-mail: Danin.schmidteonagrafoods.eom Telephone: 402-240-5420 and ConAgra Foods, Inc. One ConAgra Drive Omaha, NE 68102 Attn: Legal Department Th the IEDA at: Iowa Economic Development Authority Compliance 200 East Grand Avenue Des Moines, Iowa 50309 Attention: Business Development - Compliance E-mail: Comp1ianceiowa.gov Telephone: 515.725.3000 To the Cornrnunily at: City of Waterloo Noel Anderson 715 Mulberry Street Waterloo, lA 50703 Contraot# 15 -TC -052 -22- F,ntApproved 12/2014 E-mail: noe1.andersonwaterloo-ia.org Telephone: 319-291-4366 Each sueh notiee, request or other eommunicalion shall be effectiye (i) jf given by e-mail, when such e- mali is transmitted to the e-mail address speeified in this Artiele and a confirmation of such e-mail has been received by the sender, (iii) if given by mali, five (5) days after sueh communieation is deposited in the mali, certified or registered with return reeeipt requested, addressed as aforesaid or (iv) if given by any other means, when delivered at the addresses specifled in this Artiele. 10.4 Headings. Article headings used in this Contract are for eonvenience 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 deterrninations with respect to eompliance with the provisions of this Contraet shali be deemed final determinations pursuant to Iowa Code Chapter 1 7A, Iowa Administrative Proeedure Act. 10.6 Waivers. No waiver by IBDA of any default hereunder shall operate as a waiver of any other default or ofthe same default 011 any future oeeasion. No delay 011 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 preelude future exercise thereof or the exercise of any other right or remedy. 10.7 Counterparts. This Contraet may be exeeuted in any number of counterparts, each of which shall be deemed to be an original, but ali of which together shall eonstitute but one and the same instrument. 10.8 Survival of Representations. All representations and warranties made herein or in any other Contraet document or in eertifieates given pursuant hereto or thereto shall survive the execution and delivery of this Contract and the other Contraet documents and shall eontinue in full force and effect with respect to the date as of which they were made until all of Reeipient's obligations or liabilities under this Contract have been satisfied. 10.9 Severabihty of Provisions. Any provision of this Contract whieh is unenforceabie in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of sueh unenforceability without invahdating 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 apphcabie mandatory provisions of law, and all the provisions of this Contract and any other Contract doeument are intended to be subject to all applicabie mandatory provisions of iaw 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 JEDA and their respective successors and assigns, and shail 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 Contraet can be terminated under any ofthe following circumstanees: (a) Agreement ofthe Parties. Upon written agreement ofthe Recipient, the Community and IEDA. (b) Unrernedied Event ofDefault As a result of the Reeipient's or Connnunity's unremedied Bvent Contract# 15 -TC -052 - 23 - Frnt Approved 12/2014 of Default pursuanl to Arilele 9. (c) Termination or reduction in funding to IEDA. As a result of the terrnination or reduction of funding to IBDA as provided in Article 4.4(c). 10.13 Documents Illcorporated by Reference. The foliowing doeuments are incorporated by reference and considered an integral part ofthis Contract: 1. Bxhibit A - Recipient's Financial Assistance Application (on file with IEDA), Application # 15-HQJTC-049 2. Exhibit B-1 High -Quality Jobs Program - Tax Credit Component Special Conditions 3. Exhibit C - Deseription of the Project and Award Budget 4. Exhibit D - Job Obligations 5. Exhibit E- Reservecl 6. Exliibit F - Reserved 10.14 Order ofPriority. In the case of any inconsistency or conflict between the specific provisions of this docurnent and the exhibits, the foliowing order ofpriority shall control: 1. Autiele 1 - 10 ofthis Contract. 2 Exhibit A -. Recipient's Financial Assistance Application (on file with IEDA), Application # 15-HQJTC-049 3. Bxhibit B-1 HighQua1ity Jobs Program - Tax Credit Component Special Conditions 4. Bxhibit 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 foliows - Contract # 15 -TC -052 24 - F,ntApproved 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: Deborah V. Durham, Dit ctor Date FORT MMUNITY: BY: Signature //, V"-". i 9 e1ft"K % Ke Typed Name and Title Da e Contract # 15 -TC -052 - 25 - FOR RECIPIENT: BY: / sigEVR1C M. J HNSON Typed Name and Title '1110c - Date 1 1 -Date VICE PRESIDENT - TAX bier Approved 12/2014 LIST OF EXHIBITS Exhibit A - Recipient's Financial Assistance Application (on file with IEDA), Applieation # 15- I-IQJTC-049 Exhihit B-1 High Quality Jobs Program - Tax Credit Component Special Conditions Bxhibit C - Deseription ofthe Project and Award Budget Bxhibit D - Job Obligations Exhibit B - Reserved Exhibit F - Reserved Contract # 15 -TC -052 - 26 - Thnr Approved 12/2014 EXHIJ3IT B —1 High Quality Jobs Program - Tax Credit Component Special Conditions to Contract # 15 -TC -052 The foflowing additional terrns shall apply to the Contract: SECTION 1: ADDJTIONAL DEFINITIONS. The f'ollowiug addi[ional terrns are defined in this Contraet as foliows: "Capita/ Investment" means the investment spent on depreciable assets. The minimum Capital Investment required for this Project is as stated in Section 2 ofthis Bxhibit. The allowable eategories of expenditures for purposes of caleulating Capital Investment are deseribed in IEDA's administrative rule 261 L&C 174.10. "Investinent Qual(fj'ingfor the Tax Credit" means new investment directly related to jobs ereated or retained by the start-up, loeation, expansion or modernization for this Project. "Qualii'ing Jnvestrnent" means the statutorily -required minimum investment amount that rnust be made and maintained by the Recipient to reeeive High Quality Jobs Program Tax Ineentives for this Projeet. This amount is as stated in Section 2 of this Exhibit. Not all expenditures count toward meeting the required Qua1if'ing Investment. The eategories of expenditures that can be ineluded for purposes of meeting and maintaining statutorily -required investment requirements are deseribed in 261 JAC 174.10. "Econornically Distressed Area" means a eounty that ranks among the bottom 25 of all Iowa eounties, as ineasured by either the average monthly unemployment level for the most reeent 1 2 -month period or the average aimualized unemployment level for the most recent five-year period. SECTION 2: TERMS AND CONDITIONS OF THE AWARD 2.1 Award. The Reeipient is awarded the foliowing Tax Jneentives through the High Quality Jobs Prograrn, based on the minimum investment requirements deseribed herein: $3,935,000. 2.2 Minimum Investnient Requirements. As a eondition of receiving Tax Incentives, the Reeipient shall meet the foliowing minimum investment requirements: (a) Capital Investment. $ 50,000,000 (b) Qualifying lnvestment. $ 50,000,000 (c) Investment Qua1it'ing for Tax Credits. $ 50,000,000 2.3 Additional Tax Ineentives. The Recipient is eligible for additional incentives pursuant to Iowa Code section 15.326, et. seq. The foliowing Tax Ineentives, in the maximum atnounts shown for each authorized ineentive, are sO available to the Reeipient: Contraet* 15 -TC -052 Exhibit B-1, Page 1 FrntApprnved 12/2014 Authorized Incentives Inclucled in Award Maximum Amt. RefundofSales, Service, and Use Taxes, $ 435,000 Yes flNo Refund ofSales Taxes Attributable to Racks, Shelving, and Conveyor Equip;nent. J No $ 0 Corporate Tax Credit For Certain Sales Taxes Paid By Third Party Developer. [] Yes $ 0 No Investrnent Tax Credit (7%) C4 Yes $ 3,500,000 LIN0 Researeli Activities Credit. 111 Yes ZN0 $ 0 Local Property Tax Exeinption Provided by Comrnunity D Yes $ 0 S INO 2.4 Conditions for Authorized Incentives. The Recipient is responsible to seek these additional incentives through processes described in the applieable statues and corresponding administrative rules, ordinances and procedures. The foliowing eonditions shall apply to the incentives described in section 2.3 ofthis Bxhibit. (a) Refund OfSales, Serviee And Use Taxes Paid To Contractors Or Subeontractors. The Recipient is eligible for a refund of sales, serviee and use taxes paid to eontractors and subcontractors as authorized in Iowa Code section 15.331A (2011 Supplement). 1. The Reeipient may apply for a refund ofthe sales and use taxes paid under Iowa Code ehapters 422 and 423 for gas, electricity, water or sewer utility services, goods, wares, or merehandise, or 011 serviees rendered, fiirnished, or performed to or for a eontraetor or subcontractor and used in the fulfihlment of a written eontraet relating to the construction or equipping of a faeilily of the Recipient. 2. Taxes attributable to intangible property and furniture and furnishings shafl not be refunded. 3. To receive a refbnd of the sales, service and use taxes paid to eontractors or subeontraetors, the Recipient must: Tnform the Iowa Department ofRevenue (IDR) in writing within twa weeks of project completion. For purposes ofelaiming this refund, 'project coinpletion" means the first date upon whieh the average armualized produetion of finished praduct for the preceding ninety -day period at the manufaeturing faeility operated by the Recipient is at Ieast fifiy percent ofthe initial design eapaeity of the faeility. ii. Make an application to IDR within one year after Project Completion, as defined in sub -paragraph i above. (b) Reserved. Contract# 15 -TC -052 ExhibitB-1,l'age 2 Frnt9pproved 12/2014 (c) Reserved. (d) Inves(;nent Tax Gredit. 1. The Recipient may claim an investment tax eredit as provided in lowa Code section 15.333. Such eredit may be elaimed for a portion ofthe Qualifying Expenditures, as defined below in subparagraph (3), directly related to Job Obligations, as deseribed in Bxhibit D, ofthe startup or loeation, expansion, or modernization of the business under this program. The eredit shall be earned when the qua1i'ing asset is placed in service. The Reeipient shaH not claim more than the arnount authorized for this ineentive as stated above and in Article 3 ofthe Contract. Any eredit in excess ofthe tax liability for the tax year may be credited to the tax Ilability for the following seven years or until depleted, whiehever oceurs first. 2. The tax eredit shall be amortized equally over a five-year period as specifecl below: JuIy 1, 2014 - June 30, 2015 $ 700,000 July 1,2015—June3O,2016 $ 700,000 July 1,2016—June3O,2017 $700,000 July 1,2017 - June 30, 2018 $ 700,000 July 1,2018—June3O,2019 $700,000 3. OnIy Qual'ing Expenditures are eligible for the investment tax eredit. For purposes ofthis benefit, "Qualif'ying Expenditures" means: i. The purehase price ofreal property and any buildings and struetures Iocated on the real property. 11. The cost of irnprovements made to real property which is used in operation ofthe business. iii. The costs of machinery and equipment, as defined in Iowa Code section 427A.1(1) "e" and "j" purchased for use in the operation of the business and for whieh the purchase price may have been depreeiated in accordanee with GAAP. 4. If the Proj eet ineludes leasing of new construction or maj or renovation of an existing building, the annual base rent paid to a third-parly developer by Recipient must be for a period equal to the term of the lease agreement but can not exeeed the maxirnurn terrn of the agreement, provided the eumulative cost of the base rent payments for that period does not exceed the cost of the land or the third -party developer's costs to huild or renovate the building for the Recipient. Lirnitations to annual base rent shall only be considered when the Proj eet includes the construction of a new building or the maj or renovation of an existing building. The Recipient shall enter into a lease agreement with the thfrd-party developer for a minimum of five years. (e) Reserved. (1) Reserved. SECTION 3: ADJMTIONAL COVENANTS Contract# 15 -TC -052 Exhibitfl-1,Page 3 ThnrApprovedl2/2014 Irt addition to the Covenants described in Artic!e 7 of the Contract, [he Recipient shall be bound to the additional covenants: 3.1 Job Obligations. By the Projeet Completion Date, the Reeipient shall create and/or retain the number of FTE Created Jobs and Retained Jobs ineludecl in, for Retained Jobs, and above, for Created Jobs, the Recipient's Base Employment Level, as detalled in Bxhibit D - Job Obligations, and maintain the jobs through the Maintenance Period. 3.2 Wage Obligations. The Qualifying Wage Threshold rates specific to this Contraet that inust be met are stated in Bxhibit D, Job Obligations. By the Projeet Completion Date and through the Maintenance Completion Period Date, the Recipient shall: (a) For projects in Econo;nically DistressedAreas, the Qualifying Wage Threshold requirernent applicable to all phases ofthe project is 100% ofthe Qua1if'ing Wage Threshold. (b) For all other projeets: 1. For the CreatedJobs, pay 100% ofthe Qua1i'ing Wage Threshold at the start of the Project Completion Period, at least 120% ofthe Qua1iiing Wage Threshold by the Project Completion Date, and at least 120% ofthe Qualifying Wage Tbreshold until the Maintenanee Period Cornpletion Date. 2. For the Retainedfobs, pay at least 120% ofthe Quatifying Wage Threshold tbroughout both the Projeet Completion Period and the Maintenance Period. 3.3 Provide Sufficient Benefits. The Recipient shall provide Suffieient Benefits to all employees included as part ofthejob and wage obligations. SECTION 4: ADDITIONAL DEFAULT PROVISIONS In addition to the default provisions included 111 Artiele 9 ofthe Contraet, the following default provisions shail apply: 4.1 Repayment of Tax Incentives Received - High Qnality Jobs Program. ]IDR is the state agency responsible for colleeting the value of any Tax Incentives reeeived in violation of the terms of this Contract. The Community is the party responsible for eoileeting the value of the loeal tax incentives reeeived in violation of this Contraet. IEDA will determine if the Reeipient has met the terms of this Contraet. If there is an unremedied 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 111 eertain eircurnstanees and may inelude interest assessed by IDR. Those eircumstanees are as foliows: (a) Failure to Meet Job Obligations by Project Completion Date. Ifthe Reeipient does not rneet its Job Obligations as detailed in Exhibit D, Job Obligations by the Proj ect Completion Date, the repayment amount shall be the same proportion as the amount ofthe shortfall in ereated jobs. For example, ifthe business ereates 50 pereent of the jobs required, the business shail repay 50 percent of the ineentives reeeived. Upon repayment of the amount due, IEDA will reduee the Reeipient's Job Obligations. The redueed Job Obligations must be maintained through the Maintenanee Period Completion Date. (b) Job shortfall at Maintenanee Period Completion Date. If the Reeipient does not maintain its adjusted Job Obligations through the Maintenanee Period Completion Date, Recipient shall repay an Contract 15 -TC -052 ExhibitB-1, Page 4 FzntApproved 12/2014 additional percentage ofthe Tax Jncentives it has received. The amount to be repaid will be calculated as deseribed in subsection (a) above. (e) QuaIi'ing Investment. If the Business does not meet its Qualif'ying Investment requirernent as defined in Section 2 of this Bxhibit, the repayrnent amount shall be the same proportion as the amount of the shortfafl in required Quali'ing Investment. For example, if the business meets 75 percent of the amount of required capital investment, the business shall repay 25 percent ofthe amount of the incentives received. (d) Less than Total Project Cost at Project Completion Date. If the Recipient does not comp!ete 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 hcentives received. For example, if the Recipient's requfred Total Project Cost is lO% less than pledged, 1O% ofthe value of the Tax Incentives received, plus any interest assessed by IDR, must be repaid. (e) Repayment Amount If Shortfall in Job Obligations, Qua1i'ing 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, Qualif3'ing Investment, or the Total Proj ect Cost, IEDA will calculate the percentage owed for the Recipient's failure to rneet each of the requirernents. The higher of these amounts shall be the amount Recipient shall repay to IDR. (t) Selling, Disposing, or Razing of Property. If, within five years of purchase, the Recipient selis, disposes of, razes, or otherwise renders unusable all or a part of the land, building, or other existing structures for which an investnient tax credit was claimed, the income tax Iiability 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 foflowing amounts, plus any interest assessed by IDR: 1. 1 00% of the tax credit claimed 11' 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 approved for the tax credit within two full years after being placed in service. 3. 60% of the tax credit clainied if the property ceases to be approved for the fax credit within three full years after being placed in service. 4. 40% of the tax credit claimed if tlie property ceases to be approved for the tax credit within four full years after being placed in service. 5. 20% ofthe tax credit claimed ifthe propefty ceases to be approved for the tax credit within five fuJi years after being placed in service. - Bnd ofBxhibit B - 2 - Contract# 15 -TC -052 ExhibitB-1,Page 5 FmI Approved 12/2014 DESCRIPTION OF THE PROJECT AND AWARD BtJDGET (EXHIBIT C) Name af Recipient: Name ofCommunity: cbntract Number: ConAgra Foods Packaged Foods, LLC Citv of Waterloo 1S -TC -052 PROJECF DESCRIPTION ConAgra Foods Packaged Eoods, LLC will move production from outside of Iowa to create a state-of-the-art manufacturing platform in Waterloo. AWARDBUDGET SOURCE OF FUNDS AMOUNT FORM USE OF FUNDS COST IEDA Programs HQJP Tax Credit Business $50,000,000 'See Relow Internal Firiancing *Land Acquisition *site Preparation *Building Acquisition *BuiIding Construction *BuiIding Remodeflng Lease Payments *Mfg Machinery and Equipment Other Machinery and Equipment Racking, Shelving, etc. *Computer Hardware Computer Software *Furniture and Fixtures Working Capital Research and Development Job Training *included as capital nvestment if awarded tax credit prograrn $14,SOOOOO $35,500,000 Total $50,000,000 260E Job Training Total $5O,000,000 '$3,935,000 estimated benefitvalue OTHER FUNDING SOURCE OF FUNDS TOTAL AMOUNT FORM/TERM USED AS MATCH TIF Rebate Tax Rebate $3,166,000 Over2oyears ¥es 260E Job Training In -Kind Contributions RISE RED Other EXfflBIT D - JOB OBLIGATIONS Recipient: ConAgra Foods Packaged Foods, LLC Cominunitiy: City ef Waterloo Contract Number: 15 -TC -052 This Project has been awarded Projeet Completion Assistance and Tax Incentives from the High Quality Jobs Program (HQ]P) 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 ofthe facility receiving ffinding before this award was made. Jobs to be retained as a part of this Project must be inelnded in these calculations. Data in the "Jobs To Be Created" colurnn outlines the new fuI1timejobs (ineluding their wage eharacteristies) 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 ihrough the Maintenance Period Completion Date, the Reeipient inust achieve, at a minimum, the nutnbers found in the "Total Job Obiigations" column. HQJP Projeet Compietion Maintenarice Period JOB OBLIGATIONS Date: May Conipletion Date. May 31, 2018 31 2020 Employment Base Jobs To Be Created Total Job Obligations Total employment at project location 152 57 209 Average wage of total employment at project Ioeation $27.29 Qualifying Laborshed Wage threshotd requirement (per hr) $19 13 (120%) Number ofjobs at or above qualifyrng wage 146 57 203 Average Wage ofjobs at or above qualifying wage $27 69 Notes re: Job Obligations When deterrnining the number ofjobs at or above the qualifying wage, wages will inctude onty the regular hourly rate that serves as the base level ofcompensation. The wage will aol include nonregular forms of compensation such as bonuses, unusual overtime pay, commissions, stock options, pension, retirement or death benefits, unemp!oyment benefits or other insurance, or other fringe benefits. 2. Ernployment Base inctudes 0 "Retained Jobs". Ifthe 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 deseribe that alternative schedute. The alternative schedule must meet the requirements of2�l IAC 173.2.) Ifthe box is not checked or ifno altemative schedute is provided, IEDA will consider "Full-ti,ne 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. E 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 Beneflts Deductible Requirernents Recipient shall provide Sufficient Benefits with a maximum deductible of$750 for single coverage or $1,500 for family coverage.