HomeMy WebLinkAbout2018-03-05-J01E Apple-IEDA ContractAGENDA ITEM:
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: March 5, 2018
AGENDA ITEM:Consideration of approval of a resolution approving the City’s obligations
under the Economic Development Assistance Contract with the Iowa
Economic Development Authority Contract No. 18-TC-008
FORMAT:Consent Agenda
SYNOPSIS INCLUDING PRO & CON: The contract between Apple, Inc., Iowa Economic
Development Authority and the City of Waukee under the High Quality Jobs
Program has been finalized. The terms and conditions have not changed from
when this was presented to and approved by the Council in August of 2017.
This resolution authorized the Mayor to sign the final agreement on behalf of
the City of Waukee.
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: None
COMMISSION/BOARD/COMMITTEE COMMENT: N/A
STAFF REVIEW AND COMMENT: Staff has reviewed the agreement and found the terms to be
consistent with the agreement approved by the Council in August, 2018.
RECOMMENDATION: Approve the resolution.
ATTACHMENTS: I. Proposed Resolution
II. Agreement
PREPARED BY:Dan Dutcher
REVIEWED BY:
J1E
THE CITY OF WAUKEE, IOWA
RESOLUTION 18-_________
APPROVING THE CITY’S OBLIGATIONS UNDER THE ECONOMIC
DEVELOPMENT ASSISTANCE CONTRACT WITH THE IOWA ECONOMIC
DEVELOPMENT AUTHORITY CONTRACT NUMBER: 18-TC-008
IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA
WHEREAS, the City of Waukee, Dallas County, State of Iowa, is a duly organized Municipal
Organization; AND,
WHEREAS, on August 24, 2017, the City approved an application to the Iowa Economic
Development Authority High Quality Jobs Program submitted by Apple, Inc.; AND,
WHEREAS, on August 24, 2017, the City approved an agreement for private development
which provided local incentives to Apple, Inc. under the terms and conditions more particularly
set forth therein; AND
WHEREAS, the State had previously approved the application to the Iowa Economic
Development Authority High Quality Jobs Program and has submitted its agreement for
consideration and approval of the City’s obligations as more particularly set forth therein.
NOW THEREFORE BE IT RESOLVED by the City of Waukee City Council that the
Economic Development Assistance Contract with the Iowa Economic Development Authority;
Contract Number 18-TC-008 is hereby approved. The Mayor is authorized to execute the same
on behalf of the City.
Passed by the City Council of the City of Waukee, Iowa, and approved this the 5th day of March,
2018.
____________________________
William F. Peard, Mayor
Attest:
___________________________________
Rebecca D. Schuett, City Clerk
RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN
Anna Bergman
R. Charles Bottenberg
Courtney Clarke
Shelly Hughes
Larry R. Lyon
ECONOMIC DEVELOPMENT
ASSISTANCE CONTRACT
BY
APPLE INC.,
THE CITY OF WAUKEE,
AND THE
IOWA ECONOMIC DEVELOPMENT AUTHORITY
CONTRACT NUMBER: 18-TC-008
Contract # 18-TC-008 - 2 - Fmt Approved 12/2014
TABLE OF CONTENTS
ARTICLE 1: CONTRACT DURATION
ARTICLE 2: DEFINITIONS
ARTICLE 3: AWARD TERMS
ARTICLE 4: CONDITIONS TO DISBURSEMENT OF FUNDS AND ISSUANCE OF TAX
CREDIT NUMBER; DISBURSEMENT TERMS
ARTICLE 5: RESERVED
ARTICLE 6: REPRESENTATIONS AND WARRANTIES
ARTICLE 7: COVENANTS OF THE RECIPIENT
ARTICLE 8: COVENANTS OF THE COMMUNITY
ARTICLE 9: EVENTS OF DEFAULT; NOTICE AND OPPORTUNITY TO CURE; AND
REMEDIES AVAILABLE TO IEDA
ARTICLE 10: MISCELLANEOUS
CONTRACT EXHIBITS
Exhibit A - Recipient’s Financial Assistance Application (on file with IEDA), Application #
18-HQJTC-008
Exhibit B-1 High Quality Jobs Program - Tax Credit Special Conditions
Conditions
Exhibit C - Description of the Project and Award Budget
Exhibit D - Job Obligations
Exhibit E - Reserved
Exhibit F - Reserved
Contract # 18-TC-008 - 3 - Fmt Approved 12/2014
Economic Development
Assistance Contract
RECIPIENT: APPLE INC.
COMMUNITY: CITY OF WAUKEE
CONTRACT NUMBER: 18-TC-008
AWARD DATE: AUGUST 24, 2017
AWARD AMT. – TAX INCENTIVES $19,650,000
This ECONOMIC DEVELOPMENT ASSISTANCE CONTRACT (Contract) is made as of the
Contract Effective Date by the Iowa Economic Development Authority (IEDA or Authority), 200 East
Grand Avenue, Des Moines, IA 50309, and Apple Inc. (Recipient), 1 Infinite Loop, Cupertino, CA 95014
and the City of Waukee (Community), 2301 W. Hickman Rd, Waukee, IA 50263.
WHEREAS, the Recipient submitted an application to IEDA requesting assistance in financing its
Project as more fully described in Exhibit C, Description of the Project and Award Budget (the Project);
and
WHEREAS, the Iowa Economic Development Authority Board (IEDA Board) awarded the
Recipient assistance for the Project from the funding sources identified herein (collectively, the Award), all
of which are subject to the terms and conditions set forth herein; and
NOW THEREFORE, in consideration of the mutual promises contained herein and intending to be
legally bound, the Recipient, the Community and IEDA agree to the following terms:
Contract # 18-TC-008 - 4 - Fmt Approved 12/2014
ARTICLE 1: CONTRACT DURATION
This Contract shall be in effect on the Contract Effective Date and shall remain in effect until after
completion of each of the following:
(a) Through Project Completion Date. Through the Project Completion Period and for a reasonable
period of time after Project Completion Date during which IEDA will conduct Project closeout procedures
to verify that the Project was completed in compliance with Contract requirements.
(b) Through Maintenance Period Completion Date and Contract Closeout. Through the Maintenance
Period Completion Date and for a reasonable period of time after Maintenance Period Completion Date
during which IEDA will conduct closeout procedures to verify that the Project was maintained in
compliance with Contract requirements.
(c) Repayment or Payment Obligation. Until all outstanding amounts due to IEDA, if any, are received
by IEDA or all outstanding obligations to IEDA are satisfied in full.
(d) Contract End Date. Until IEDA has completed Contract closeout procedures and provided Recipient
and Community with written Notice of Final Contract Closeout. This Contract shall terminate as of the date
stated in the written Notice of Final Contract Closeout. Such date shall be the Contract End Date.
ARTICLE 2: DEFINITIONS
The following terms apply to this Contract:
“Affiliate” means any entity to which any of the following applies:
a. Directly, indirectly, or constructively controls another entity.
b. Is directly, indirectly or constructively controlled by another entity.
c. Is subject to the control of a common entity. A common entity is one which owns directly or
individually more than ten percent of the voting securities of the entity.
“Award” means any and all assistance provided by IEDA for the Project under this Contract.
“Award Date” means the date first stated in this Contract and is the date the IEDA Board approved the
award of financial assistance to the Recipient for the Project.
“Award Funds” means the cash that is provided by IEDA for this Project as Project Completion
Assistance, including loans. The Recipient has not been provided Award Funds for this Project.
“Base Employment Level” means the number of Full-Time Equivalent positions as established by
IEDA and Recipient using Recipient’s payroll records, as of the date Recipient applied for Tax Incentives
or Project Completion Assistance. The number of jobs Recipient has pledged to create and retain shall be
in addition to the Base Employment Level. The Recipient’s Base Employment Level at the Project is zero
(-0-).
“Benefits” means nonwage compensation provided to an employee. Benefits include medical and
dental insurance plans, pension, retirement, and profit-sharing plans, child care services, life insurance
coverage, vision insurance coverage, and disability insurance coverage.
“Brownfield site” means an abandoned, idled, or underutilized property where expansion or
redevelopment is complicated by real or perceived environmental contamination. A brownfield site includes
property contiguous with the site on which the property is located. A brownfield site does not include
Contract # 18-TC-008 - 5 - Fmt Approved 12/2014
property which has been placed, or is proposed for placement, on the national priorities list established
pursuant to the federal Comprehensive Environmental Response, Compensation, and Liability Act, 42,
U.S.C. 9601 et seq. In order to administer similar programs in a similar manner, the IEDA will attempt to
apply this definition in substantially the same way as similar definitions are applied by the Brownfield
Advisory Council established in Iowa code section 15.294 and may consult members of the council or other
staff as necessary. The Recipient’s Project is not located in a Brownfield site.
“Contract Effective Date” means the latest date on the signature page of this Contract.
“Contract End Date” means the date stated in the Notice of Final Contract Closeout issued by IEDA
pursuant to Article 1.
“Created Job” means a new, permanent, Full-Time Equivalent (FTE) position added to Recipient’s
payroll in excess of the Base Employment Level at the time of application for Tax Incentives or Project
Completion Assistance.
“Event of Default” means as defined in Article 9 of this Contract.
“Full-Time Equivalent job,” “FTE,” or “full-time” means the employment of one person:
1. For 8 hours per day for a 5-day, 40-hour workweek for 52 weeks per year, including paid holidays,
vacations and other paid leave; or
2. The number of hours or days per week, including paid holidays, vacations and other paid leave,
currently established by schedule, custom, or otherwise, as constituting a week of full -time work for the
kind of service an individual performs for an employing unit, provided that the number of hours per week
is at least 32 hours per week for 52 weeks per year including paid holidays, vacations, and other paid leave.
For purposes of this definition, “employment of one person” means the employment of one natural
person and does not include “job sharing” or any other means of aggregation or combination of hours
worked by more than one natural person.
“Grayfield site” means a property meeting all of the following requirements:
a. The property has been developed and has infrastructure in place, but the property’s current use is
outdated or prevents a better or more efficient use of the property. Such property includes vacant, blighted,
obsolete, or otherwise underutilized property.
b. The property’s improvements and infrastructure are at least twenty-five years old and one or more
of the following conditions exists:
(1) Thirty percent or more of a building located on the property that is available for occupancy has been
vacant or unoccupied for a period of twelve months or more.
(2) The assessed value of the improvements on the property has decreased by twenty-five percent or
more.
(3) The property is currently being used as a parking lot.
(4) The improvements on the property no longer exist.
c. The Authority will attempt to apply this definition in substantially the same manner as similar
definitions are applied by the Brownfield Advisory Council established in Iowa code section 15.294.
Recipient’s Project is not located in a Grayfield site.
“Job Obligations” means the jobs that must be created or retained by Recipient as a result of receipt of
Tax Incentives from IEDA and that are required to meet the Qualifying Wage Threshold requirements.
Recipient’s Job Obligations are specified in Exhibit D of this Contract. Jobs that do not meet the Qualifying
Wage Threshold requirements shall not be counted toward Recipient’s job creation or job retention
obligations contained in Exhibit D. The Job Obligations in Exhibit D include Recipient’s Base Employment
Level and the number of new jobs required to be created above the Base Employment Level.
Contract # 18-TC-008 - 6 - Fmt Approved 12/2014
“Laborshed Wage” means the Qualifying Wage Threshold applicable to Recipient’s Project as
calculated pursuant to rule 261 IAC 173.2 and 261 IAC chapter 174 and as specified in Exhibit D of this
Contract.
“Loan” means an Award of assistance with the requirement that the Award be repaid with term, interest
rate, and other conditions specified as part of the conditions of the Award. “Loan” includes deferred loans,
forgivable loans, and float loans. A “deferred loan” is one for which the payment for principal, interest, or
both, is not required for some specified period. A “forgivable loan” is one for which repayment is eliminated
in part or entirely if the borrower satisfies specified conditions. A “float loan” means a short-term loan, not
to exceed 30 months, made from obligated but unexpended moneys. Recipient is not being provided with
any Loans by IEDA for this Project.
“Maintenance Period” means the period of time between the Project Completion Date and the
Maintenance Period Completion Date. The Project must be maintained in Iowa for this period of time.
“Maintenance Period Completion Date” means the date on which the Maintenance Period ends. The
specific date on which the Maintenance Period ends is identified in Exhibit D.
“Person” means as defined in Article 6.1(g) of this Contract.
“Project” means the description of the work and activities to be completed by the Recipient as outlined
in Exhibit C - Description of the Project and Award Budget.
“Project Completion Assistance” means financial assistance or technical assistance provided to an
eligible business in order to facilitate the start-up, location, modernization, or expansion of the business in
this state and provided in an expedient manner to ensure the successful completion of the start-up location,
modernization, or expansion project.
“Project Completion Date” means the date by which the Recipient has agreed to meet all the terms and
obligations contained in this Contract. The Project Completion Date will be a date by which the Project
must be completed, all incented jobs must be created or retained, and all other applicable requirements must
be met. The specific date on which the Project Completion Period ends is identified in Exhibit D.
“Project Completion Period” means the period of time between the Award Date and the Project
Completion Date.
“Qualifying Jobs” are those Created or Retained Jobs that meet or exceed the Qualifying Wage
Threshold requirement established to qualify for program funding for the High Quality Jobs Program, which
is the program providing assistance for this Project.
“Qualifying Wage Threshold” means the Laborshed Wage as calculated by IEDA pursuant to statute
and rule for each program under which financial assistance or Tax Incentives for this Project are awarded.
The Qualifying Wage Threshold requirement for this Project is outlined in Exhibit D, Job Obligations.
“Recipient’s Employment Base” means the number of jobs as stated in Exhibit D – Job Obligations
that the Recipient and IEDA have established as the Base Employment Level for this Project. The number
of jobs the Recipient has pledged to create shall be in addition to the Recipient’s Employment Base.
Recipient’s Employment Base at the Project is zero (-0-).
“Retained Job” means an existing job that meets the Qualifying Wage Threshold requirements and
would be eliminated or moved to another state if the Project did not proceed in Iowa. Recipient has zero (-
0-) Retained Jobs for purposes of the Project.
Contract # 18-TC-008 - 7 - Fmt Approved 12/2014
“Sufficient Benefits” means that Recipient offers to each Full-Time Equivalent permanent position a
benefits package that meets one of the following:
1. Recipient pays 80 percent of the premium costs for a standard medical plan for single employee
coverage with the maximum deductible specified for this project in Exhibit D; or
2. Recipient pays 50 percent of the premium costs for a standard medical plan for employee family
coverage with the maximum deductible specified for this project in Exhibit D; or
3. Recipient provides medical coverage and pays the monetary equivalent of paragraph “1” or “2” above
in supplemental employee benefits. Benefits counted toward monetary equivalent could include medical
coverage, dental coverage, vision insurance, life insurance, pension, retirement, 401k, profit sharing,
disability insurance, and child care services.
“Tax Incentives” means the tax credits, refunds, or exemptions IEDA has awarded for this Project as
detailed in Article 3.
“Total Project Cost” means the cost incurred by the Recipient to complete the Project as described in
Exhibit C.
ARTICLE 3: AWARD TERMS
3.1 Total Award Amount. The IEDA Board has approved an Award to the Community and
Recipient from the funding sources and in the maximum amounts shown below:
TAX INCENTIVES FORM MAXIMUM
AMOUNT
High Quality Jobs Program Tax Incentives $ 19,650,000
TOTAL STATE TAX INCENTIVES: $ 19,650,000
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-1 High Quality Jobs Program – Tax Credit Component Special Conditions
ARTICLE 4: CONDITIONS TO AWARD; DISBURSEMENT AND ISSUANCE TERMS
4.1 Reserved.
4.2 Tax Incentives–Conditions to Issuance of Tax Credit Number.
(a) Tax Credit Number Required to Claim Incentives. Recipient shall not claim the Tax Incentives
described in Article 3 until IEDA has issued a tax credit number for this Project and Recipient has
undertaken the activities described in this Contract and the applicable law to be eligible for such Tax
Incentives.
(b) Issuance of Tax Credit Number. Upon satisfaction of the conditions described herein, IEDA will
issue a tax credit number to the Recipient for this Project. The tax credit number shall be used in preparing
any claims for Tax Incentives.
(c) Conditions to Issuance of Tax Credit Number. The obligation of IEDA to issue a tax credit number
shall be subject to the conditions precedent described in Article 4.
Contract # 18-TC-008 - 8 - Fmt Approved 12/2014
(d) Documents Submitted. IEDA shall have received the documents described in section 4.3, properly
executed and completed, and approved by IEDA as to form and substance, prior to issuing any tax credit
number.
4.3 Documents required.
(a) Contract. Fully executed Contract.
(b) Incorporation Documents. Copies of the Articles of Incorporation of the Recipient, certified in
each instance by its secretary or assistant secretary.
(c) Certificate of Existence; Certificate of Authority. A certificate of existence for the Recipient from
the State of incorporation and a certificate of authority authorizing the Recipient to conduct business in the
state of Iowa.
(d) Results of Lien and Tax Search and Documentation of Satisfactory Credit History. Financing
statement, tax and judgment lien search results in the Recipient’s State of incorporation, against the
Recipient, and documentation of satisfactory credit history of the Recipient, with no judgments or
unsatisfied liens or similar adverse credit actions.
(e) Other Required Documents. Such other contracts, instruments, documents, certificates and
opinions as IEDA may reasonably request.
(f) Solid or Hazardous Waste Audit. To comply with Iowa Code section 15A.1(3)”b,” if the Recipient
generates solid or hazardous waste, it must either: a) submit a copy of the Recipient’s existing in -house
plan to reduce the amount of waste and safely dispose of the waste based on an in-house audit conducted
within the past 3 years; or b) submit an outline of a plan to be developed in-house; or c) submit
documentation that the Recipient has authorized the Iowa Department of Natural Resources or Iowa Waste
Reduction Center to conduct the audit.
(g) Release Form – Confidential Tax Information. A signed Authorization for Release of Confidential
State Tax Information form to permit IEDA to receive the Recipient’s state tax information directly from
the Iowa Department of Revenue for the purpose of evaluation and administration of Tax Incentives.
(h) Project Financial Commitments. The Recipient shall have submitted documentation reasonably
acceptable to IEDA committing to the specified financial involvement in the Project and received the
IEDA's approval of the documentation. The documentation shall include the amount, terms and conditions
of the financial commitment, as well as any applicable schedules and may include agreements and
resolutions to that effect.
(i) State Building Code Bureau Approval. If any part of the Award proceeds will be used for the
construction of new buildings and if any of the following applies:
1. The building or structure is located in a governmental subdivision which has not adopted a local
building code; or
2. The building or structure is located in a governmental subdivision which has adopted a building
code, but the building code is not enforced; or
3. Bidding for construction shall not be conducted prior to obtaining written approval of the final
plans by the State Building Code Bureau of the Iowa Department of Public Safety.
4.4 Suspension, Reduction or Delay of Award. Any one or more of the following shall be grounds for
Contract # 18-TC-008 - 9 - Fmt Approved 12/2014
IEDA to suspend, delay or reduce the amount of disbursement of Award Funds or delay the issuance of a
tax credit number or receipt of Tax Incentives:
(a) Reserved.
(b) Unremedied Event of Default. Upon the receipt of written notice from IEDA of the occurrence of
an Event of Default, as defined in this Contract, by the Recipient, IEDA may suspend payment or issuance
of the Award to the Recipient until such time as the default has been cured. However, IEDA may not
suspend payment or issuance of the Award if Recipient (i) contests there is an Event of Default, or (ii) has
given notice to IEDA that Recipient will undertake to cure the clai med Event of Default and diligently
undertakes to cure the same.
(c) Layoff, closure or relocation. In the event the Recipient experiences a layoff within the state of
Iowa, or relocates or closes any of its Iowa facilities, IEDA has the discretion to reduce or eliminate some
or all of the Award. Factors IEDA considers when determining whether to exercise its discretion under this
paragraph include, but are not limited to, the percentage of Recipient’s workforce affected; the total number
of employees involved; whether the action is seasonal, temporary, or permanent; whether employees are
relocated to other Iowa facilities; the reasons causing the layoff, closure, or relocation; and the impact on
the Project, Community, and State. A reduction in the number of employees at Recipient’s retail locations
shall not be grounds for IEDA to suspend, reduce or delay Receipt’s receipt of Tax Incentives.
(d) Reduction, discontinuance or alteration of state funding/programs. Any termination, reduction, or
delay of funds or Tax Incentives available due, in whole or in part, to (i) lack of, reduction in, or a
deappropriation of revenues or Tax Incentives previously appropriated or authorized for this Contract, or
(ii) any other reason beyond the IEDA’s control may, in the IEDA’s discretion, result in the suspension,
reduction or delay of authorization or issuance of Tax Incentives to the Recipient. In the event of a reduction
in Tax Incentives under this section, IEDA shall make reasonable efforts to provide other available sources
of financial assistance for the Project equal to the reduction in Tax Incentives provided to the Recipient. In
the event of a termination of funds or Tax Incentives appropriated or authorized for this Contract, Recipient
shall have the right to terminate the Contract and shall have no further obligations hereunder.
4.5 Closing Cost Fee. Prior to the issuance of a tax credit number or the disbursement of Award Funds,
Recipient shall remit to the Authority a one-time compliance cost fee in the amount of $500. Payment of
the closing cost fee shall be made by Recipient within thirty (30) days after receipt of an invoice from IEDA
requesting such fee.
ARTICLE 5: RESERVED.
ARTICLE 6: REPRESENTATIONS AND WARRANTIES
6.1 Representations of Recipient. The Recipient represents and warrants to IEDA as follows:
(a) Organization and Qualifications. The Recipient is duly organized, validly existing and in good
standing under the state of its incorporation, and is authorized to conduct business in the state of Iowa. The
Recipient has full and adequate power to own its property and conduct its business as now conducted, and
is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business
conducted by it or the nature of the property owned or leased by it requires such licensing or qualifying,
except where the failure to so qualify would not have a material adverse effect on the Recipient’s ability to
perform its obligations hereunder.
Contract # 18-TC-008 - 10 - Fmt Approved 12/2014
(b) Authority and Validity of Obligations. The Recipient has full right and authority to enter into this
Contract. The person signing this Contract has full authority on behalf of Recipient to execute this Contract
and issue, execute or otherwise secure or deliver any documents or obligations required under this Contract
on behalf of the Recipient, and to perform, or cause to be performed, each and all of the obligations under
the Contract.
The Contract delivered by the Recipient has been duly authorized, executed and delivered by the Recipient
and constitutes the valid and binding obligations of the Recipient and is enforceable against it in accordance
with its terms. This Contract and related documents do not contravene any provision of law or any
judgment, injunction, order, or decree binding upon the Recipient or any provision of the corporate
governance documents of the Recipient, nor does this Contract contravene or constitute a default under any
covenant, indenture or contract of or affecting the Recipient or any of its properties.
(c) Affiliates. The Recipient has no Affiliates owning property or employing jobs at the Project on the
Contract Effective Date
(d) Financial Reports. The balance sheet of the Recipient available to IEDA on the U.S. Securities and
Exchange Commission’s Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system fairly
presents its financial condition as of said date and is in conformity with Generally Accepted Accounting
Principles (GAAP) applied on a consistent basis. The Recipient has no contingent liabilities which are
material to it, other than as indicated on such financial statements or, with respect to future periods, on the
financial statements furnished to IEDA.
(e) No Material Adverse Change. Since the Award Date, there has been no change in the condition
(financial or otherwise) of the Recipient which has been materially adverse to the Recipient’s ability to
complete or maintain the Project.
(f) Full Disclosure; Recipient’s Financial Assistance Application. The statements and other
information furnished to the IEDA by Recipient in its Financial Assistance Application do not contain any
untrue statements of a material fact or omit a material fact necessary to make the material statements
contained herein or therein not misleading. The IEDA acknowledges that, as to any projections furnished
to the IEDA, the Recipient only represents that the same were prepared on the basis of information and
estimates it believed to be reasonable.
(g) Trademarks, Franchises and Licenses. The Recipient owns, possesses, or has the right to use all
patents, licenses, franchises, trademarks, trade names, trade styles, copyrights, trade secrets, knowhow and
confidential commercial and proprietary information necessary to complete or maintain the Project, without
actual knowledge of a conflict with any patent, license, franchise, trademark, trade name, trade style,
copyright or other proprietary right of any other Person that would adversely affect the completion or
maintenance of the Project. As used in this Contract, “Person” means an individual, partnership,
corporation, association, trust, unincorporated organization or any other entity or organization, including a
government or agency or political subdivision thereof.
(h) Governmental Authority and Licensing. The Recipient has received all licenses, permits, and
approvals of all Federal, state, local, and foreign governmental authorities, if any, where the failure to obtain
or maintain the same could reasonably be expected to have a material adverse effect on the Project. 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 necessary to complete or maintain the
Project is pending or, to the actual present knowledge of the signatory to this Contract, threatened.
(i) Litigation and Other Controversies. To the actual present knowledge of the signatory to this
Contract, there is no litigation or governmental proceeding pending, nor to the actual present knowledge of
the signatory to this Contract, threatened, against the Recipient which, if adversely determined would result
Contract # 18-TC-008 - 11 - Fmt Approved 12/2014
in any material adverse change in the financial condition, properties, business or operations of the Recipient,
nor is the Recipient aware of any existing basis for any such litigation or governmental proceeding.
(j) Good Title. The Recipient will have good and defensible title to or valid leasehold interests in all
of the real property it will develop in the Project.
(k) Taxes. All tax returns the Recipient is required to file with the Internal Revenue Service, the State
of Iowa, or cities or counties within the state of Iowa have, in fact, been filed, or the due date for which has
been properly extended, and all taxes, assessments, fees and other governmental charges upon the Recipient
or upon any of its property, income or franchises, which are shown to be due and payable in such returns,
have been paid, except such taxes, assessments, fees and governmental charges, if any, which are being
contested in good faith and by appropriate proceedings which prevent enforcement of the matter under
contest and as to which adequate reserves established in accordance with GAAP have been provided..
(l) Other Contracts. The Recipient is not in default under the terms of any covenant, indenture or
contract of or affecting the Recipient’s business or any of its properties, which default, if uncured, would
have a material adverse effect on the completion or maintenance of the Project.
(m) No Event of Default. No Event of Default, as defined in Article 9, has occurred or is continuing.
(n) Compliance with Laws. To the actual present knowledge of the signatory to this Contract, the
Recipient is in compliance with the requirements of all federal, state and local laws, rules and regulations ,
including 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
completion and maintenance of the Project. The Recipient has not received notice that its operations are
not in compliance with any of the requirements of applicable federal, state or local environmental or health
and safety statutes and regulations or are the subject of any governmental investigation evaluating whether
any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the
environment, which non-compliance or remedial action could have a material adverse effect on the
completion and maintenance of the Project.
(o) Effective Date of Representations and Warranties. The warranties and representations of this Article
are made as of the Contract Effective Date and shall be deemed to be renewed and restated by the Recipient
each time Tax Incentives are claimed by the Recipient.
6.2 Representations of Community.
(a) Local Approvals Received; Authority and Validity of Obligations. The Community has secured all
necessary local approvals and has full right and authority to enter into this Contract. The person signing
this Contract has full authority on behalf of the Community to:
1. Sign this Contract, and
2. Perform each and all of the Community’s obligations under this Contract.
The Contract delivered by the Community has been duly authorized, executed and delivered by the
Community and constitutes the valid and binding obligations of the Community and is enforceable
against it in accordance with its terms. This Contract and related documents do not contravene any
provision of law or any judgment, injunction, order or decree binding upon the Community or contravene
or constitute a default under any covenant, indenture or contract of or affecting the Community or any of
its properties.
(b) Local Commitment. The Community represents that there are legally enforceable commitments in
Contract # 18-TC-008 - 12 - Fmt Approved 12/2014
place for the Community local commitment identified for the Project in Exhibit C -Description of the
Project and Award Budget.
(c) No Material Adverse Change. Since the Award Date, there has been no material adverse change
in the Community’s ability to perform its obligations under this Contract.
(d) Full Disclosure; Community’s Financial Assistance Application. The statements and other
information furnished to the IEDA by the Community in the Financial Assistance Application and in
connection with the negotiation of this Contract do not contain any untrue statements of a material fact or
omit a material fact necessary to make the material statements contained herein or therein not misleading.
The IEDA acknowledges that, as to any projections furnished to the IEDA, the Community only represents
that the same were prepared on the basis of information and estimates it believed to be reasonable.
(e) Governmental Authority and Licensing. The Community has received all licenses, permits, and
approvals of all federal, state, local, and foreign governmental authorities, if any, necessary to perform its
obligations under this Contract. No investigation or proceeding which, if adversely determined, could
reasonably be expected to result in revocation or denial of any material license, permit, or approval is
pending or, to the knowledge of the Community, threatened.
(f) Litigation and Other Controversies. There is no litigation or governmental proceeding pending, nor
to the knowledge of the Community, threatened, against the Community which, if adversely determined
would result in any material adverse change in the Community’s ability to perform under this Contract, nor
is the Community aware of any existing basis for any such litigation or governmental proceeding.
(g) No Event of Default. No Event of Default by the Community, as defined in Article 9, has occurred
or is continuing.
(h) Compliance with Laws. The Community is in compliance with the requirements of all federal,
state and local laws, rules and regulations applicable to or pertaining to the operations of the Community
and laws and regulations establishing quality criteria and standards for air, water, land and toxic or
hazardous wastes or substances, non-compliance with which could have a material adverse effect on the
financial condition, properties, business or operations of the Community in relation to the Community’s
ability to perform its obligations under this Contract. The Community has not received notice that its
operations are not in compliance with any of the requirements of applicable federal, state or local
environmental or health and safety statutes and regulations or are the subject of any governmental
investigation evaluating whether any remedial action is needed to respond to a release of any toxic or
hazardous waste or substance into the environment, which non-compliance or remedial action could have
a material adverse effect on the financial condition, properties, business or operations of the Community
in relation to the Community’s ability to perform its obligations under this contract.
(i) Effective Date of Representations and Warranties. The warranties and representations of this Article
are made as of the Contract Effective Date.
ARTICLE 7: COVENANTS OF THE RECIPIENT
For the duration of this Contract, the Recipient covenants to IEDA as follows:
7.1 Project Performance Obligations.
(a) Reserved.
(b) Meet and Maintain Eligibility Requirements. Recipient shall continue to meet and maintain all
Contract # 18-TC-008 - 13 - Fmt Approved 12/2014
statutory eligibility requirements for the High Quality Jobs Program, which is this funding source providing
assistance under this Contract.
(c) Project Time Period. This Contract covers the Project time period from the Award Date through
the Maintenance Period Completion Date. Recipient shall complete and maintain the Project within the
Project time period shown below:
COMPLIANCE
MEASUREMENT
POINT
COMPLIANCE
MEASUREMENT
POINT
Award
Date
Project
Completion
Period
Project
Completion Date
Maintenance
Period
Maintenance Period
Completion Date
Contract
Closeout
“Award Date” is
the date first
stated in this
Contract and is
the date the
IEDA Board
approved the
awarding of
financial
assistance to the
Recipient for the
Project.
“Project
Completion
Period” is the
period of time
between the Award
Date and the
Project Completion
Date.
“Project
Completion Date” is
the date defined in
Exhibit D by which
the Recipient must
complete the
Project.
At this point, IEDA
will review the
Project to verify
compliance with
Contract terms and
obligations.
“Maintenance
Period” is the
period of time
between the
Project
Completion
Date and the
Maintenance
Period
Completion
Date. The
Project must be
maintained in
Iowa for this
period of time.
“Maintenance Period
Completion Date” is
the date defined in
Exhibit D on which
the Maintenance
Period ends.
At this point, IEDA
will review the Project
to verify that it was
maintained in
compliance with
Contract terms and
obligations.
IEDA will conduct
Contract Closeout
procedures after all
events described in
Article 1 have been
met.
“Contract End Date”
is the date stated in
IEDA’s written
Notice of Final
Contract Closeout
that is issued
pursuant to Article 1.
(d) Complete Project by Project Completion Date. By the Project Completion Date, Recipient shall
complete the Project, make the total investment it pledged for the Project and in accordance with the Award
Budget as detailed in Exhibit C - Description of the Project and Award Budget, and comply with all other
performance requirements described in this Contract. Recipient reserves the right to request an amendment
to this Contract accelerating the Project Completion Date, which request shall not be unreasonably denied
by IEDA.
(e) Total Project Costs. By the Project Completion Date, Recipient shall have completed the Project
with a Total Project Cost as detailed in Exhibit C - Description of the Project and Award Budget.
(f) Maintain Project through Maintenance Period Completion Date. Recipient shall maintain the
Project through the Maintenance Period Completion Date.
(g) Maintain Project in Iowa During Contract Period. The Recipient shall at all times preserve and
maintain its existence as a corporation in good standing and maintain the Project in Iowa. The Recipient
will preserve and keep in force and effect all licenses, permits, franchises, approvals, patents, trademarks,
trade names, trade styles, copyrights and other proprietary rights necessary to the proper conduct of its
respective business.
(h) Inability to Perform; Force Majeure. Recipient shall not be considered in breach of or in default
regarding its obligations under this Contract if a delay in performance is caused by a Force Majeure Event,
which is defined, for the purposes of this Contract, as an abnormal and unforeseeable circumstance that
could not be avoided through the exercise of due care, such as an act of God, war, civil disturbance,
terrorism, rebellion, insurrection, epidemic or other similar circumstance. The time or times for
performance of Recipient’s obligations shall be extended for the period of the delay.
Contract # 18-TC-008 - 14 - Fmt Approved 12/2014
(i) 7.2 Taxes and Insurance.
(a) Pay Taxes and Assessments. The Recipient shall duly pay and discharge all taxes, rates,
assessments, fees, and governmental charges upon or against its properties, unless and to the extent that the
same are being contested in good faith and by appropriate proceedings and adequate reserves are provided
therefore.
(b) Maintain Insurance. The Recipient shall insure and keep insured in good and responsible insurance
companies all insurable property owned by it and related to the Project which is of a character usually
insured by Persons similarly situated and operating like properties against loss or damage from such hazards
or risks as are insured by Persons similarly situated and operating like properties, and the Recipient shall
insure such other hazards and risks related to the Project, 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 shall have the right to self-insure against risks related to
the Project, subject to the requirements of this Article. The Recipient will, upon request of IEDA, furnish
a certificate setting forth in summary form the insurance maintained pursuant to this Article.
7.3 Preserve Project.
(a) Maintenance of Properties. The Recipient shall maintain, preserve and keep its properties at the
Project 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, and replacements, thereto.
(b) Reserved.
7.4 Recipient Changes.
(a) No Changes in Recipient Operations. The Recipient shall not materially change the Project or the
nature of the business and activities being conducted or proposed to be conducted by Recipient at the
Project, as described in the Recipient's approved Financial Assistance Application, Exhibit A of this
Contract, unless approved in writing by IEDA prior to the change. Provided such change will not otherwise
result in Recipient not being in compliance with the terms and conditions of this Contract, the IEDA’s
approval shall not be unreasonably withheld or delayed.
(b) Changes in Recipient Ownership, Structure and Control. Recipient shall provide IEDA with notice
of any proposed changes in ownership, structure or control requiring Recipient to file a report under Item
5.01 (Changes in Control of Registrant) of Form 8K with the United States Securities and Exchange
Commission within thirty (30) days after filing such Form 8K.
7.5 Required Reports.
(a) Review of Reports. The Recipient shall prepare, sign and submit required reports, in the form and
content required by IEDA, as specified in this Contract.
(b) Reports. The Recipient shall prepare, sign and submit the following reports to the IEDA
throughout the Contract period:
Report Due Date
Annual Project Status Report
The Annual Project Status Report will collect
information from the Recipient about the status
July 31st for the period ending June 30th
Contract # 18-TC-008 - 15 - Fmt Approved 12/2014
of the Project.
End of Project Report
The End of Project Report will collect
information from the Recipient about the
completed Project.
Within 30 days of Project Completion Date
End of Maintenance Period Report
The End of Maintenance Period Report will
collect information from the Recipient’s
continued maintenance of the Project.
Within 30 days of the end of the Maintenance
Period Completion Date
(c) Additional Reports, Financial Statements as Requested by IEDA. If necessary, IEDA may request
a report be submitted by Recipient in order to meet requests from the Iowa General Assembly, the
Department of Management or the Governor’s office. At the reasonable request of IEDA, Recipient shall
submit its annual financial statements completed by an independent CPA, or other financial statements
including, but not limited to, income, expense, and retained earnings statements. Recipient shall be
provided with a reasonable period of time to respond to such requests, but in no case less than thirty (30)
days. Reports provided by Recipient pursuant to this section 7.5(c) shall be treated as confidential
information to the extent allowable under Iowa’s open records laws (Iowa Code Ch. 22).
7.6 Compliance with Laws.
(a) State, local and federal laws. Recipient shall comply in all material respects with the requirements
of all applicable federal, state and local laws, rules, regulations and orders.
(b) Environmental laws. Recipient shall comply in all material respects with all applicable
environmental, hazardous waste or substance, toxic substance and underground storage laws and
regulations, and the Recipient shall obtain any permits or licenses and shall acquire or construct any
buildings, improvements, fixtures, equipment or its property required by reason of any applicable
environmental, hazardous waste or substance, toxic substance or underground storage laws or regulations.
(c) Nondiscrimination laws. Recipient shall comply in all material respects with all applicable federal,
state, and local laws, rules, ordinances, regulations and orders applicable to the prevention of discrimination
in employment, including the administrative rules of the Iowa Department of Management and the Iowa
Civil Rights Commission which pertain to equal employment opportunity and affirmative action.
(d) Worker rights and safety. The Recipient shall comply in all material respects with all applicable
federal, state and local laws, rules, ordinances, regulations and orders applicable to worker rights and
worker safety.
(e) Immigration laws. Recipient shall only employ individuals legally authorized to work in this State.
In addition to any and all other applicable penalties provided by current law, all or a portion of the Award
is subject to recapture by IEDA if Recipient is found to employ individuals not legally authorized to work
in the State of Iowa. Documentation that Recipient obtained completed Forms I-9 (U.S. Citizenship and
Immigration Services’ Employment Eligibility Verification), reviewed social security cards or other
sources of identification, and/or performed other procedures to identify illegal employees at the time of
hiring any individuals who are later found to not be legally authorized to work in the state of Iowa shall be
taken into consideration in determining whether Recipient knowingly violated federal or state immigration
laws.
Contract # 18-TC-008 - 16 - Fmt Approved 12/2014
(f) Compliance with IEDA’s Administrative Rules. Recipient shall comply with IEDA’s administrative
rules for the programs under which assistance is provided to the Project and rules governing administration
of this Contract.
7.7 Inspection and Audit. Except as prohibited under laws applicable to publicly-traded companies,
the Recipient shall permit the IEDA and its duly authorized representatives, at such reasonable times and
reasonable intervals as the IEDA may designate, but in no case with less than fifteen (15) days advance
written notice, to:
(a) Conduct site visits and inspect the Project.
(b) Audit financial records related to the Project no more often than once each calendar year
(c) Examine and make copies of the books of accounts and other financial records of the Recipient
related to the Project no more often than once each calendar year.
(d) Discuss the affairs, finances and accounts of the Recipient with, and to be advised as to the same
by, its officers, and independent public accountants. By this provision, the Recipient authorizes such
accountants to discuss with the IEDA and the IEDA’s duly authorized representatives the finances and
affairs of the Recipient related to the Project. With the exception of summaries of the total investment
made and total employees hired by Recipient at the Project, information obtained by IEDA as a result of
these discussions or the above-referenced audits or examinations shall be treated as confidential information
to the extent allowable by Iowa’s open records laws (under Iowa Code Ch. 22).
(e) Personal Data. In the course of verifying Recipient’s compliance with the terms of this Contract,
IEDA and IEDA’s employees, agents, consultants, and contractors assigned to perform any portion of the
inspection and audit may obtain certain information related to identified or identifiable individuals
(“Personal Data”). IEDA acknowledges that it shall have no right, title, or interest in any Personal Data for
any purpose other than verification of Recipient’s compliance with the requirements of this Contract. IEDA
shall take all appropriate legal, organizational, and technical measures to ensure the confidentiality of
Personal Data, and shall protect Personal Data against unauthorized disclosure or access, and against all
other unlawful forms of processing, keeping in mind the nature of such data. In the event IEDA collects
Personal Data, IEDA shall at all times comply with Recipient’s lawful instructions regarding Personal Data,
as well as all applicable statutes (including, but not limited to, Iowa Code Ch. 22), regulations, and
international accords or treaties.
7.8 Maintenance and Retention of Records.
(a) Maintain Accounting Records. The Recipient is required to maintain its books, records and all other
evidence pertaining to this Contract in accordance with GAAP.
(b) Access to Records. The following records shall be made available to IEDA upon reasonable request
to verify compliance with the terms of the Contract for the duration of this Contract and any extensions
thereof: (1) documentation for the assets constructed or purchased by Recipient and placed in service at the
Project, including depreciation reports, contracts, invoices, pay applications, and/or bank statements
verifying payments made by Recipient in order to acquire such assets; (2) copies of payroll reports verifying
the identity and number of employees at the Project, the base rate of compensation (without overtime,
commissions, or bonuses) paid to such employees, number of hours worked, and other information
reasonably necessary to verify Recipient has complied with the employment obligations of this Co ntract;
and (3) reports summarizing the types and amounts of benefits provided to employees at the Project to
verify Recipient has complied with the employee benefit obligations of this Contract .
Contract # 18-TC-008 - 17 - Fmt Approved 12/2014
(c) Records Retention Period. Recipient shall retain the records for a period of three (3) years from
the Contract End Date, unless the records are the subject of an audit, investigation, or administrative or
legal proceeding. In those instances, the records shall be retained until the audit, investigation or proceeding
has been resolved.
7.9 Required Notices from Recipient to IEDA.
(a) Notice of Major Changes. Recipient shall provide IEDA with written notice within thirty (30) days
of the occurrence of: (a) any event that has a material adverse effect on Recipient’s ability to complete the
Project in accordance with the terms of this Contract; (b) the termination of the business conducted at the
Project; (c) a material modification of the nature of the business conducted at the Project; and (d) the transfer
of the Project or any material interest in the Project in connection with financing or refinancing the Project.
(b) Notice of Proceedings. Without limiting Section 7.9(a), Recipient shall promptly provide IEDA
with written notice within ten (10) days of the occurrence of any claims, lawsuits, bankruptcy proceedings,
or other proceedings brought against Recipient that have a material adverse effect on Recipient’s ability to
complete the Project in accordance with the terms of this Contract.
7.10 Indemnification. Except to the extent arising from the negligence or willful misconduct of the
IEDA, which shall include the State of Iowa and any of IEDA’s departments, divisions, sections,
commissions, officers, employees, and agents (collectively, the “Indemnified Parties”) or the IEDA’s
breach of this Contract, the Recipient shall indemnify, defend and hold harmless the Indemnified Parties
from and against all third-party losses, liabilities, penalties, fines, damages and claims, and all related costs
and expenses, including reasonable attorneys' fees and disbursements, arising from or in connection with
any of the following:
(a) Recipient’s breach of the Contract; and
(b) Recipient’s negligence or willful misconduct in connection with its performance under the
Contract.
Upon receiving knowledge of any suit, claim or demand asserted by a third party that the Indemnified
Parties believe is covered by this indemnity, the Indemnified Parties shall give Recipient prompt written
notice of the matter and an opportunity to defend the Indemnified Parties with counsel selected by
Recipient, if allowable under Iowa law, at Recipient’s sole cost and expense. If Recipient’s choice of
counsel is not allowable under Iowa Code sections 13.2, 13.3., 13.7 or any other provision of Iowa law,
then the Attorney General’s office or such other counsel designated pursuant to Iowa Code Section 13.3,
13.7 or as otherwise authorized by Iowa law will defend the Indemnified Parties. Recipient shall bear no
cost or expense for services provided by counsel not selected by Recipient. The Indemnified Parties and
Recipient shall reasonably cooperate in the defense of such suits, claims, or demands. In any event, the
indemnification provided by this Section 7.10 shall not apply if the Indemnified Parties settle any such
claims, suits, or demands without the prior written consent of Recipient, such consent not to be
unreasonably withheld. The obligations of Recipient under this Section 7.10 shall survive the termination
of the Contract for a period of one (1) year.
7.11 Repayment of Unallowable Costs. Recipient shall repay any Award received or realized that is
determined by IEDA, its auditors, agents or designees, the Auditor of the State of Iowa, or similar
authorized governmental entity to be unallowable under the terms of this Contract.
7.12 Ongoing Fees Based on Claims. For the duration of this Contract and for as long as Recipient
claims or applies for benefits against its Iowa tax liability under this Contract, Recipient shall remit to the
Authority a compliance cost fee equal to one-half of 1 percent of the value of the Tax Incentives claimed
pursuant to this Contract. The fee shall be due and payable within thirty (30) business days after Recipient
Contract # 18-TC-008 - 18 - Fmt Approved 12/2014
receives a notice from IEDA stating the fees owed based on information reported in the Recipient’s
annual tax return for each tax year in which the Recipient claims Tax Incentives under this Contract. For
purposes of this Section 7.12, the compliance cost fee shall only be owed by Recipient for Tax Incentives
that reduce Recipient’s current Iowa tax liability; no fees shall be owed for Tax Incentives that result in
carryforwards (i.e., due to Recipient’s current-year Iowa tax liability not being large enough to utilize all
available Tax Incentives).
ARTICLE 8: COVENANTS OF THE COMMUNITY
For the duration of this Contract, the Community covenants to IEDA as follows:
8.1 Local Match. The Community shall provide the local financial assistance for the Project as
described in Exhibit C, Project Description and Award Budget.
8.2 Notice to IEDA. In the event the Community becomes aware of any material alteration in the
Project, initiation of any investigation or proceeding involving the Project, any change in the Recipient's
ownership, structure or operation, or any other similar occurrence, the Community shall promptly provide
written notice to IEDA.
ARTICLE 9: DEFAULTS AND REMEDIES
9.1 Default by Recipient. An unremedied Event of Default may result in termination of this Contract
and repayment of all or a portion of the Tax Incentives actually received, plus applicable default interest
and costs.
(a) Events of Default Any one or more of the following shall constitute an "Event of Default" under
this Contract:
1. Nonpayment. Failure to make a repayment of Tax Incentives for more than thirty (30) days
following the due date of any such payment required by this Contract whether by lapse of time, acceleration
or otherwise; or
2. Reserved.
3. Reserved.
4. Breach of Covenant. A breach of a material covenant of this Contract; or
5. Material Misrepresentation. Any representation or warranty made by the Recipient in this
Contract or in any statement or certificate furnished by it pursuant to this Contract, or made in Exhibit A,
Recipient’s Financial Assistance Application, or in connection with any of the above, proves untrue in any
material respect as of the date of the issuance or making thereof; or
6. Reserved.
7. Judgment. Any judgment or judgments, writ or writs or warrant or warrants of attachment, or
any similar process or processes entered or filed against the Recipient or against any of its property and
remains unvacated, unbonded or unstayed for a period of 30 days which materially and adversely affects
Recipient’s ability to perform its obligations under this Contract; or
8. Reserved.
Contract # 18-TC-008 - 19 - Fmt Approved 12/2014
9. Bankruptcy or Similar Proceedings Initiated. Either the Recipient shall (i) have entered
involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) not
pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an assignment
for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver,
custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its property, (v)
commence any proceeding seeking to have entered against it an order for relief under the United States
Bankruptcy Code as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation,
reorganization, arrangement, adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file an ans wer or other pleading
denying the material allegations of any such proceeding filed against it, or (vi) fail to contest in good faith
any appointments or proceeding described below; or
10. Appointment of Officials. A custodian, receiver, trustee, examiner, liquidator or similar official
is appointed for either the Recipient or any substantial part of any of its respective property, or a proceeding
described above is commenced against the Recipient and such appointment continues undischarged or such
proceeding continues undismissed or unstayed for a period of sixty (60) days; or
11. Reserved.
12. Failure to Submit Required Reports. The Recipient fails to submit complete reports by the
required due dates as outlined in Article 7; or
13. Layoffs, Relocation or Closure. The Recipient or any Affiliate experiences a layoff or relocates
or closes any of its facilities within the state of Iowa, subject to the factors described in Section 4.4(c) of
this Contract; or
14. Hiring workers not authorized to work in state. The Recipient fails to only employ only
individuals legally authorized to work in the state of Iowa. If Recipient is found to knowingly employ
individuals not legally authorized to work in the state of Iowa then, as described in Section 7.6(e) of this
Contract, in addition to any and all other applicable penalties provided by current law, all or a portion of
the assistance received is subject to repayment; or
15. Failure to Maintain Program Eligibility Requirements. Recipient fails to maintain a statutory
eligibility requirement for the High Quality Jobs Program, which is the program providing assistance under
this Contract.
(b) Notice of Default and Opportunity to Cure. If IEDA has reasonable cause to believe that an Event
of Default has occurred under this Contract, IEDA shall issue a written Notice of Default to the Recipient
setting forth the nature of the alleged default in reasonable specificity and providing therein a reasonable
period of time, which shall not be fewer than thirty (30) days from the date of the Notice of Default and
which may be extended by approval of IEDA, during which the Recipient shall have an opportunity to cure,
provided that cure is possible and feasible.
(c) Remedies Available to IEDA. When an Event of Default has occurred and is not cured within the
required time period, IEDA may, after written notice to Recipient:
1. Terminate this Contract.
2. Suspend or reduce pending and future disbursements.
3. Declare immediately due and payable without further demand, presentment, protest or notice
of any kind the principal and any accrued interest on any outstanding Promissory Notes issued pursuant to
this Contract, including both principal and interest and all fees, charges and other amounts payable under
Contract # 18-TC-008 - 20 - Fmt Approved 12/2014
this Contract.
4. Require repayment of all or a portion of Award Funds disbursed.
5. Revoke or reduce authorized Tax Incentives.
6. Require full repayment of all or a portion of the value of Tax Incentives received.
IEDA’s remedies in the case of Recipient’s failure to meet the Job Obligations or Qualify Investment
requirements of this Contract shall be limited to the repayment provisions described in Section 4 of Exhibit
B-1 of this Contract.
(d) Reserved.
(e) Default Interest Rate. If an Event of Default occurs and remains uncured, the interest rate applicable
to underpayments of Iowa taxes shall apply to repayment of amounts due under this Contract. The
default interest rate shall accrue from the first date Tax Incentives are received.
9.2 Default by Community. An unremedied Event of Default by Community may result in repayment
by Community of all or a portion of the pledged local match, plus applicable default interest and costs.
(a) Events of Default. Any one or more of the following shall constitute an "Event of Default by
Community" under this Contract:
1. Noncompliance with Covenants. Default in the observance or performance of any covenants of
the Community set forth in Article 8, for more than five (5) business days; or
2. Material Misrepresentation. Any representation or warranty made by the Community in this
Contract or in any statement or certificate furnished by it pursuant to this Contract, or made by Community
in Exhibit A, Recipient’s Financial Assistance Application, or in connection with any of the above, proves
untrue in any material respect as of the date of the issuance or making thereof.
(b) Notice of Default and Opportunity to Cure. If IEDA has reasonable cause to believe that an Event
of Default has occurred under this Contract, IEDA shall issue a written Notice of Default to the Community
setting forth the nature of the alleged default in reasonable specificity and providing therein a reasonable
period of time, which shall not be fewer than thirty (30) days from the date of the Notice of Default, during
which the Community shall have an opportunity to cure, provided that cure is possible and feasible.
(c) Remedies Available to IEDA. When an Event of Default by Community has occurred and is not
cured within the required time period, IEDA may, after written notice to Community:
1. Suspend or reduce pending and future disbursements to Community.
2. Require payment by Community of the amount of local financial assistance pledged to the
Project but not provided.
Notwithstanding anything in this Contract to the contrary, in the case of an unremedied default by
Community that results in a local match that is less than the amount required under IEDA’s policies and
rules, IEDA may waive the Community’s local match requirement if allowable by Iowa law. IEDA and
the Community shall provide Recipient with copies of all notices and correspondence related to any Events
of Default by the Community.
Contract # 18-TC-008 - 21 - Fmt Approved 12/2014
(d) Expenses. The Community agrees to pay to the IEDA and the Recipient all expenses reasonably
incurred or paid by IEDA or the Recipient, including reasonable attorneys’ fees and court costs, in
connection with any Default or Event of Default by the Community or in connection with the enforcement
of any of the terms of this Contract.
ARTICLE 10: MISCELLANEOUS.
10.1 Choice of Law and Forum; Governing Law.
(a) Any judicial proceeding in connection with this Contract shall be commenced in the proper United
States District Court or Iowa state court.
(b) This provision shall not be construed as waiving any immunity to suit or liability, in state or federal
court, which may be available to the IEDA, the State of Iowa or its members, officers, employees or agents.
(c) This Contract and the rights and duties of the parties hereto shall be governed by, and construed in
accordance with, the internal laws of the State of Iowa without regard to principles of conflicts of laws.
10.2 Contract Amendments. Neither this Contract nor any documents incorporated by reference in
connection with this Contract, may be changed, waived, discharged or terminated orally, except as provided
below:
(a) Writing required. The Contract may only be amended if done so in writing and signed by all the
parties. Examples of situations requiring an amendment include, but are not limited to, time extensions,
budget revisions, and significant alterations of existing activities or beneficiaries.
(b) IEDA review. Requests to amend this Contract shall be processed by IEDA in compliance with the
IEDA’s rules and procedures applicable to contract amendments.
10.3 Notices. Any notice under this Contract shall be in writing and shall be effective upon receipt or
refusal to accept delivery and shall be deemed properly given if: (i) personally delivered; (ii) if given by e-
mail, when such e-mail is transmitted to the e-mail address specified in this Article and a confirmation of
such e-mail has been received by the sender; (iii) deposited in the United States registered or certified mail,
postage prepaid; or (iv) sent by Federal Express or similar nationally recognized overnight courier service.
For purposes of notice, the addresses of the parties shall be as set forth below, provided that a party may
change its address for notices by giving written notice of such change to the other party in accordance with
this provision:
To the Recipient at:
Apple Inc.
Terry Ryan
MS 104-2TX
1 Infinite Loop
Cupertino, CA 95014
E-mail: Terryan@apple.com
Telephone: 408.974.4598
To the IEDA at:
Iowa Economic Development Authority
Compliance
Contract # 18-TC-008 - 22 - Fmt Approved 12/2014
200 East Grand Avenue
Des Moines, Iowa 50309
Attention: Business Development - Compliance
E-mail: Compliance@iowaeda.com
Telephone: 515.725.3000
To the Community at:
City of Waukee
Tim Moerman
230 W. Hickman Rd.
Waukee, IA 50263
E-mail: tmoerman@waukee.org
Telephone: 515.208.4095
10.4 Headings. Article headings used in this Contract are for convenience of reference only and are not
a part of this Contract for any other purpose.
10.5 Reserved.
10.6 Waivers. No waiver by a party of any default hereunder shall operate as a waiver of any other
default or of the same default on any future occasion. No delay on the part of a party in exercising any
right or remedy hereunder shall operate as a waiver thereof. No single or partial ex ercise of any right or
remedy by a party shall preclude future exercise thereof or the exercise of any other right or remedy.
10.7 Counterparts. This Contract may be executed in any number of counterparts, each of which shall
be deemed to be an original, but all of which together shall constitute but one and the same instrument.
10.8 Survival of Representations. All representations and warranties made herein shall survive the
execution and delivery of this Contract and shall continue in full force and effect with respect to the date as
of which they were made until the expiration or termination of the Contract.
10.9 Severability of Provisions. Any provision of this Contract which is unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without
invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in
any other jurisdiction. All rights, remedies and powers provided in this Contract or any other Contract
document may be exercised only to the extent that the exercise thereof does not violate any applicable
mandatory provisions of law, and all the provisions of this Contract and any other Contract document are
intended to be subject to all applicable mandatory provisions of law which may be controlling and to be
limited to the extent necessary so that they will not render this Contract or any other Contract document
invalid or unenforceable.
10.10 Successors and Assigns. This Contract shall be binding upon the Recipient, the Community, and
IEDA and their respective successors and assigns, and shall inure to the benefit of the IEDA and Recipient
and their successors and assigns.
10.11 Nonassignment. This Contract shall not be assigned, in whole or in part, by Recipient to a Person
other than an Affiliate unless approved in writing by IEDA, which approval shall not be unreasonably
withheld or delayed.
Contract # 18-TC-008 - 23 - Fmt Approved 12/2014
10.12 Termination. This Contract can be terminated under any of the following circumstances:
(a) Agreement of the Parties. Upon written agreement of the Recipient, the Community and IEDA.
(b) Unremedied Event of Default. As a result of the Recipient’s unremedied Event of Default pursuant
to Article 9.
(c) Termination or reduction in funding to IEDA. As a result of the termination or reduction of funding
to IEDA, subject to the terms and conditions provided in Article 4.4(d).
10.13 Documents Incorporated by Reference. The following documents are incorporated by reference
and considered an integral part of this Contract:
1. Exhibit A - Recipient’s Financial Assistance Application (on file with IEDA),
Application # 18-HQJTC-008
2. Exhibit B-1 High-Quality Jobs Program – Tax Credit Component Special Conditions
3. Exhibit C - Description of the Project and Award Budget
4. Exhibit D - Job Obligations
5. Exhibit E- Reserved
6. Exhibit F - Reserved
10.14 Order of Priority. In the case of any inconsistency or conflict between the specific provisions of
this document and the exhibits, the following order of priority shall control:
1. Article 1 - 10 of this Contract.
2. Exhibit A - Recipient’s Financial Assistance Application (on file with IEDA),
Application # 18-HQJTC-008
3. Exhibit B-1 High-Quality Jobs Program – Tax Credit Component Special Conditions
4. Exhibit C - Description of the Project and Award Budget
5. Exhibit D - Job Obligations
6. Exhibit E - Reserved
7. Exhibit F - Reserved
10.15 Integration. This Contract contains the entire understanding between the Parties relating to the
Project and any representations that may have been made before or after signing this Contract, which are
not contained herein, are nonbinding, void and of no effect. None of the Parties has relied on any such prior
representation in entering into this Contract.
-This space intentionally left blank, signature page follows -
Contract # 18-TC-008 - 24 - Fmt Approved 12/2014
IN WITNESS WHEREOF in consideration of the mutual covenants set forth above and for other
good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby
acknowledged, the parties have entered into this Contract and have caused their duly authorized
representatives to execute this Contract, effective as of the latest date stated below (Contract Effective
Date).
FOR IEDA: FOR RECIPIENT:
BY:
Deborah V. Durham, Director
BY:
Signature
Typed Name and Title
Date
Date
FOR THE COMMUNITY:
BY:
Signature
Typed Name and Title
Date
Contract # 18-TC-008 - 25 - Fmt Approved 12/2014
LIST OF EXHIBITS
Exhibit A - Recipient’s Financial Assistance Application (on file with IEDA), Application # 18-
HQJTC-008
Exhibit B-1 High Quality Jobs Program – Tax Credit Component Special Conditions
Exhibit C - Description of the Project and Award Budget
Exhibit D - Job Obligations
Exhibit E - Reserved
Exhibit F - Reserved
Contract # 18-TC-0008 Exhibit B-1, Page 1 Fmt Approved 12/2014
EXHIBIT B – 1
High Quality Jobs Program – Tax Credit Component
Special Conditions to Contract # 18-TC-008
The following additional terms shall apply to the Contract:
SECTION 1: ADDITIONAL DEFINITIONS.
The following additional terms are defined in this Contract as follows:
“Capital Investment” means the investment spent on land and depreciable assets. The minimum Capital
Investment required for this Project is as stated in Section 2 of this Exhibit. The allowable categories of
expenditures for purposes of calculating Capital Investment are described in IEDA’s administrative rule
261 IAC 174.10.
"Investment Qualifying for the Tax Credit" means new investment directly related to jobs created or
retained by the start-up, location, expansion or modernization for this Project. The allowable categories of
expenditures for purposes of claiming the investment tax credits are described in IEDA’s administrative
rule 261 IAC 174.10.
"Qualifying Investment" means the statutorily-required minimum investment amount that must be made
and maintained by the Recipient to receive High Quality Jobs Program Tax Incentives for this Project. This
amount is as stated in Section 2 of this Exhibit. The categories of expenditures that can be included for
purposes of meeting and maintaining statutorily-required investment requirements are described in 261 IAC
174.10.
“Economically Distressed Area” means a county that ranks among the bottom 33 of all Iowa counties,
as measured by either the average monthly unemployment level for the most recent 12-month period or the
average annualized unemployment level for the most recent five-year period.
SECTION 2: TERMS AND CONDITIONS OF THE AWARD
2.1 Award. The Recipient is awarded the following Tax Incentives through the High Quality Jobs
Program, based on the minimum investment requirements described herein: $19,650,000.
2.2 Minimum Investment Requirements. As a condition of receiving Tax Incentives, the Recipient
shall meet the following minimum investment requirements:
(a) Capital Investment. $ 1,330,000,000
(b) Qualifying Investment. $ 1,330,000,000
(c) Investment Qualifying for Tax Credits. $ 1,330,000,000
2.3 Additional Tax Incentives. The Recipient is eligible for additional incentives pursuant to Iowa
Code section 15.326, et. seq. The following Tax Incentives and local property tax exemption, in the
amounts shown for each authorized incentive, are available to the Recipient:
Contract # 18-TC-0008 Exhibit B-1, Page 2 Fmt Approved 12/2014
Authorized Incentives Included in Award Amount
Refund of Sales, Service, and Use Taxes. Yes
No
$ 0
Refund of Sales Taxes Attributable to Racks, Shelving,
and Conveyor Equipment. Yes
No
$ 0
Corporate Tax Credit For Certain Sales Taxes Paid
By Third Party Developer. Yes
No
$ 0
Investment Tax Credit (negotiated as the amount of
sales tax refund) Yes
No
Maximum of $
19,650,000
Research Activities Credit. Yes
No
$ 0
Local Property Tax Exemption Provided by
Community Yes
No
$ 188,239,943
(estimated amount –
actual amount will be
based on the taxable
value of property at
the Project)
2.4 Conditions for Authorized Incentives. The Recipient is responsible to seek these additional
incentives through processes described in the applicable statutes and corresponding administrative rules,
ordinances and procedures. The following conditions shall apply to the incentives described in section 2.3
of this Exhibit.
(a) Reserved.
(b) Reserved.
(c) Reserved.
(d) Investment Tax Credit.
1. The Recipient may claim an investment tax credit as provided in Iowa Code section 15.333.
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 Exhibit D, of the start-up
or location, expansion, or modernization of the Recipient. The credit shall equal seven percent
(7%) of the Investment Qualifying for Tax Credits and shall be earned when the qualifying
asset is placed in service. The Recipient shall not claim more than the amount authorized for
this incentive as stated above and in Article 3 of the Contract. Any credit in excess of the tax
liability for the tax year may be credited to the tax liability for the following seven years or
until depleted, whichever occurs first.
2. The tax credit shall be amortized equally over the five-year period corresponding to the
Recipient’s Iowa corporation income tax returns for the tax years specified below:
October 1, 2016 – September 30, 2017 $ 3,930,000
October 1, 2017 – September 30, 2018 $ 3,930,000
Contract # 18-TC-0008 Exhibit B-1, Page 3 Fmt Approved 12/2014
October 1, 2018 – September 30, 2019 $ 3,930,000
October 1, 2019 – September 30, 2020 $ 3,930,000
October 1, 2020 – September 30, 2021 $ 3,930,000
For example, if Recipient completes construction or acquisition of assets representing
Investments Qualifying for the Tax Credit in an amount equaling or exceeding that stated in
Section 2.2 of this Exhibit B-1 and places such assets in service on July 1, 2020, Recipient shall
be entitled to report and, to the extent of its Iowa corporate income tax liability, claim investment
tax credits totaling $15,720,000 (i.e., $3,930,000 times 4 years) on its Iowa tax return for the
year ending September 30, 2020 and $3,930,000 on its Iowa tax return for the year endin g
September 30, 2021.
3. Only Investments Qualifying for the Tax Credit shall be used to compute the investment tax
credit, including but not limited to the following:
i. The purchase price of real property and any buildings and structures located on
the real property.
ii. The cost of improvements made to real property which is used in operation of the
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
which the purchase price may have been depreciated in accordance with GAAP.
4. If the Project includes leasing of new construction or major renovation of an existing building,
the annual base rent paid to a third-party developer by Recipient must be for a period equal to
the term of the lease agreement but cannot exceed the maximum term of the agreement,
provided the cumulative 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 build or renovate the building for the
Recipient. Limitations to annual base rent shall only be considered when the Project includes
the construction of a new building or the major renovation of an existing building. The
Recipient shall enter into a lease agreement with the third-party developer for a minimum of
five years.
(e) Reserved.
(f) Value-Added Property Tax Exemption. The Community may exempt from taxation all or a portion
of the actual value added by improvements to real property directly related to jobs created or retained by
the location or expansion of the Recipient and used in the operations of the Recipient.
SECTION 3: ADDITIONAL COVENANTS
In addition to the Covenants described in Article 7 of the Contract, the Recipient shall be bound to the
additional covenants:
3.1 Job Obligations. By the Project Completion Date, the Recipient shall create and/or retain the
number of FTE Created Jobs and Retained Jobs included in, for Retained Jobs, and above, for Created Jobs,
Contract # 18-TC-0008 Exhibit B-1, Page 4 Fmt Approved 12/2014
the Recipient’s Base Employment Level, as detailed in Exhibit D – Job Obligations, and maintain the jobs
through the Maintenance Period.
3.2 Wage Obligations. The Qualifying Wage Threshold rates specific to this Contract that must be
met are stated in Exhibit D, Job Obligations. By the Project Completion Date and through the Maintenance
Completion Period Date, the Recipient shall:
(a) For Projects in Economically Distressed Areas or at a designated Grayfield Site, the Qualifying
Wage Threshold requirement applicable to all phases of the Project is 100% of the Qualifying Wage
Threshold.
(b) For Projects at a designated Brownfield Site, the Qualifying Wage Threshold requirement
applicable to all phases of the Project is 90% of the Qualifying Wage Threshold.
(c) For all other Projects:
1. For the Created Jobs, pay 100% of the Qualifying Wage Threshold at the start of the Project
Completion Period, at least 120% of the Qualifying Wage Threshold by the Project Completion Date,
and at least 120% of the Qualifying Wage Threshold until the Maintenance Period Completion Date.
2. For the Retained Jobs, pay at least 120% of the Qualifying Wage Threshold throughout both
the Project Completion Period and the Maintenance Period.
3.3 Provide Sufficient Benefits. The Recipient shall provide Sufficient Benefits to all employees
included as part of the job and wage obligations.
SECTION 4: ADDITIONAL DEFAULT PROVISIONS
In addition to the default provisions included in Article 9 of the Contract, the following default provisions
shall apply:
4.1 Repayment of Tax Incentives Received - High Quality Jobs Program. IDR is the state agency
responsible for collecting the value of any Tax Incentives received in violation of the terms of this Contract.
The Community is the party responsible for collecting the value of the local property tax exemption received
in violation of this Contract. IEDA will determine if the Recipient has met the terms of this Contract. If
there is an unremedied Event of Default, IEDA will provide written notice to IDR and the Community.
Calculation of the amount owed may be based on a sliding scale in certain circumstances and may include
interest assessed by IDR. Those circumstances are as follows:
(a) Failure to Meet Job Obligations by Project Completion Date. If the Recipient does not meet its
Job Obligations as detailed in Exhibit D, Job Obligations by the Project Completion Date, the repayment
amount shall be the same proportion as the amount of the shortfall in Created Jobs. For example, if the
Recipient creates 50 percent of the jobs required, the Recipient shall repay 50 percent of the Tax
Incentives received.
Upon repayment of the amount due, IEDA will reduce the Recipient’s Job Obligations. The reduced
Job Obligations must be maintained through the Maintenance Period Completion Date.
(b) Job shortfall at Maintenance Period Completion Date. If the Recipient does not maintain its
adjusted Job Obligations through the Maintenance Period Completion Date, Recipient shall repay an
additional percentage of the Tax Incentives it has received. The amount to be repaid will be calculated as
Contract # 18-TC-0008 Exhibit B-1, Page 5 Fmt Approved 12/2014
described in subsection (a) above.
(c) Qualifying Investment. If the Recipient does not meet its Qualifying Investment requirement as
defined in Section 2 of this Exhibit, the repayment amount shall be the same proportion as the amount of
the shortfall in required Qualifying Investment. For example, if the Recipient meets 75 percent of the
amount of required Qualifying Investment, the Recipient shall repay 25 percent of the amount of the Tax
Incentives received.
(d) Less than Total Project Cost at Project Completion Date. If the Recipient does not complete the
Project with a Total Project Cost as stated in Exhibit C, Project Description and Award Budget, by the
Project Completion Date, Recipient shall repay a portion of the Tax Incentives received.
For example, if the Recipient’s required Total Project Cost is 10% less than pledged, 10% of the
value of the Tax Incentives received, plus any interest assessed by IDR, must be repaid.
(e) Repayment Amount If Shortfall in Job Obligations, Qualifying Investment and/or Less Than Total
Project Cost. If the Recipient experiences a shortfall in two or more of its requirements related to Job
Obligations, Qualifying Investment, or the Total Project Cost, IEDA will calculate the percentage owed for
the Recipient’s failure to meet each of the requirements. The highest of these amounts shall be the amount
Recipient shall repay to IDR.
(f) Selling, Disposing, or Razing of Property. If, within five years of purchase, the Recipient sells,
disposes of, razes, or otherwise renders unusable all or a part of the land, building, or other existing
structures for which an investment tax credit was claimed, the income tax liability of the Recipient for the
year in which all or part of the property is sold, disposed of, razed, or otherwise rendered unusable shall be
increased by one of the following amounts, plus any interest assessed by IDR:
1. 100% of the investment tax credit claimed if the property ceases to be approved for the
investment tax credit within one full year after being placed in service.
2. 80% of the investment tax credit claimed if the property ceases to be approved for the investment
tax credit within two full years after being placed in service.
3. 60% of the investment tax credit claimed if the property ceases to be approved for the investment
tax credit within three full years after being placed in service.
4. 40% of the investment tax credit claimed if the property ceases to be approved for the investment
tax credit within four full years after being placed in service.
5. 20% of the investment tax credit claimed if the property ceases to be approved for the investment
tax credit within five full years after being placed in service.
- End of Exhibit B – 1 -
PROJECT DESCRIPTION
Apple Inc. will purchase land in Waukee. The land will house two data center facilities, along with other various logistics and
operational buildings.
AWARD BUDGET
SOURCE OF FUNDS AMOUNT FORM USE OF FUNDS COST
IEDA Programs *Land Acquisition $75,000,000
HQJP Tax Credit 1 See Below *Site Preparation $35,000,000
*Building Acquisition
Business $1,375,000,000 Cash *Building Construction $620,000,000
*Building Remodeling
Lease Payments
*Mfg Machinery and Equipment
Other Machinery and Equipment $45,000,000
Racking, Shelving, etc.
*Computer Hardware $600,000,000
Computer Software
*Furniture and Fixtures
Working Capital
Research and Development
Job Training
*included as capital investment if
awarded tax credit program
Total $1,375,000,000 Total $1,375,000,000
1$19,650,000 estimated benefit value
OTHER FUNDING
SOURCE OF FUNDS TOTAL AMOUNT FORM/TERM USED AS MATCH
TIF Rebate
Tax Abatement $188,239,943 YES
260E Job Training
In-Kind Contributions
RISE
RED
Other
DESCRIPTION OF THE PROJECT AND AWARD BUDGET
(EXHIBIT C)
Name of Recipient: Apple Inc.
Name of Community: City of Waukee
Contract Number: 18-TC-008
EXHIBIT D – JOB OBLIGATIONS
Recipient: Apple Inc.
Community: City of Waukee
Contract Number: 18-TC-008
This Project has been awarded Tax Incentives from the High Quality Jobs Program (HQJP) – Tax Credit Component. The
chart below outline the contractual Job Obligations related to this Project.
Data in the “Employment Base” column has been verified by IEDA and reflects the employment characteristics of the facility
receiving funding before this award was made. Jobs to be retained as a part of this Project must be included in these
calculations.
Data in the “Jobs To Be Created” column outlines the new full -time jobs (including their wage characteristics) that must be
added to the employment base at the Project as a result of this award.
At the Project Completion Date and through the Maintenance Period Completion Date, the Recipient must achieve, at a
minimum, the numbers found in the “Total Job Obligations” column.
HQJP JOB OBLIGATIONS Employment Jobs Total
Project Completion Date: August 31, 2022* Base To Be Created Job
Maintenance Period Completion Date: August 31, 2024 Obligations
Total employment at project location 0 50 50
Average wage of total employment at project location N/A
Qualifying Laborshed Wage threshold requirement (per hr) $29.12
Number of jobs at or above qualifying wage 0 50 50
Average Wage of jobs at or above qualifying wage N/A
Notes re: Job Obligations
1. When determining the number of jobs at or above the qualifying wage, wages will include only the
regular hourly rate that serves as the base level of compensation. The wage will not include
nonregular forms of compensation such as bonuses, unusual overtime pay, commissions, stock
options, pension, retirement or death benefits, unemployment benefits or other insurance, or other
fringe benefits.
2. Employment Base includes 0 “Retained Jobs”.
If the Recipient uses or proposes to use a non-standard work week (8 hours a day, 5 days a week, 52
weeks a year including holidays, vacation and other paid leave), check the box below and describe
that alternative schedule. The alternative schedule must meet the requirements of 261 IAC 173.2.
If the box is not checked or if no alternative schedule is provided, IEDA will consider “Full-time
Equivalent (FTE) Job” to mean the employment of one person for 8 hours per day for a 5 -day, 40-
hour work week for 52 weeks per year, including paid holidays, vacations and other paid leave.
X 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]. Certain employees may elect to
work 10 hours per day for a 4-day, 40-hour work week for 52 weeks per year, including paid holidays,
vacations, and other paid leave.
*Company has requested a 5-year performance period
Sufficient Benefits Deductible Requirements
Recipient shall provide Sufficient Benefits with a maximum deductible of $1,250 for single coverage or
$2,500 for family coverage.