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Dupaco Community Credit Union - IEDA Application Copyrighted February 18, 2019 City of Dubuque Consent Items # 12. ITEM TITLE: Dupaco Community Credit Union - I EDA Application SUMMARY: City Manager recommending approval of a resolution authorizing the submission of an lowa Economic Development Authority Business Financial Assistance Application by Dupaco Voices LLC, Dupaco RE Management LLC, Dupaco Holding, LLC, and Dupaco Community Credit Union to the lowa Economic Development Authority. RESOLUTION Authorizing the filing of an application for State Business Financial Assistance on behalf of Dupaco Voices, LLC, Dupaco RE Management, LLC, Dupaco Holdings, LLC and Dupaco Community Credit Union SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt Resolution(s) ATTACHMENTS: Description Type Dupaco IEDA Application-NNM Memo City Manager Memo Staff Memo Staff Memo IEDAApplication Supporting Documentation Resolution of Approval Resolutions THE CITY OF Dubuque � AIFA�erlwGh UB E '�� III► Masterpiece on the Mississippi Z°°'�w'2 7A13 2017 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: lowa Economic Development Authority Business Financial Assistance Application by Dupaco Voices LLC, Dupaco RE Management LLC, Dupaco Holding, LLC, and Dupaco Community Credit Union DATE: February 12, 2019 Economic Development Director Jill Connors recommends City Council approval of a resolution authorizing the submission of an lowa Economic Development Authority Business Financial Assistance Application by Dupaco Voices LLC, Dupaco RE Management LLC, Dupaco Holding, LLC, and Dupaco Community Credit Union to the lowa Economic Development Authority. Dupaco Community Credit Union is planning to expand its operations in the City of Dubuque from the current 150 operations employees with the addition of at least 40 new full-time employees prior to October 1 , 2023. To accommodate these new employees, Dupaco Community Credit Union will commit to the creation of 82,800 square feet of office space in the redevelopment of the five- story Voices Building at 1000 Jackson Street. The project cost is approximately $38,000,000. The company and the three named subsidiaries are applying to the lowa Economic Development Authority for direct financial assistance in the amount of $750,000. I concur with the recommendation and respectfully request Mayor and City Council approval. �� Mic ael C. Van Milligen �� MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Cori Burbach, Assistant City Manager Jill M. Connors, Economic Development Director Dubuque Economic Development Department THE CITY OF .� 5o West 13�^Street AIFMersality Dubuque,lowa 52001-4864 D� L E � � �� Office(563)589-4393 TTY(563)690-6678 http://www.cityofd u buq ue.org 2007•2012 Masterpiece on the Mississippi �,3.Zo„ TO: Michael C. Van Milligen, City Manager FROM: Jill M. Connors, Economic Development Director SUBJECT: lowa Economic Development Authority Business Financial Assistance Application by Dupaco Voices LLC, Dupaco RE Management LLC, Dupaco Holding, LLC, and Dupaco Community Credit Union DATE: February 10, 2019 INTRODUCTION This memorandum presents for City Council review and approval a resolution authorizing the submission of an lowa Economic Development Authority Business Financial Assistance Application by Dupaco Voices LLC, Dupaco RE Management LLC, Dupaco Holding, LLC, and Dupaco Community Credit Union to the lowa Economic Development Authority. BACKGROUND Dupaco Community Credit Union was chartered in 1948 and is headquartered in the City of Dubuque. Dupaco Community Credit Union currently has 487 employees and more than 1 .7 Billion Dollars in assets. This employer serves over 100,000 customers who reside in all 50 states plus the District of Columbia, Guam and Puerto Rico, as well has 19 other countries around the globe. Dupaco Community Credit Union has 19 branches in three states. DISCUSSION Dupaco Community Credit Union is planning to expand its operations in the City of Dubuque from the current 150 operations employees with the addition of at least 40 new full-time employees prior to October 1 , 2023. To accommodate these new employees, Dupaco Community Credit Union will commit to the creation of 82,800 square feet of office space in the redevelopment of the five- story Voices Building at 1000 Jackson Street, to development of amenities and improvements of general benefit to the Historic Millwork District and the City, and to advancing a number of the City's primary objectives. The project cost is approximately $38,000,000. The company and the three named subsidiaries are applying to the lowa Economic Development Authority for direct financial assistance in the amount of$750,000. RECOMMENDATION/ ACTION STEP I recommend that the City Council adopt the attached resolution approving the lowa Economic Development Authority Business Financial Assistance Application on behalf of Dupaco Community Credit Union and its subsidiaries for the proposed redevelopment of the Voices Building to expand its operations in the City of Dubuque. The proposed project would add 40 jobs and promote the City's goal of retaining and expanding business to add to the economic base. Prepared by: Jill Connors, Economic Development, 50 W. 13th Street, Dubuque IA 52001, 563 589-4393 Return to: Jill Connors, Economic Development, 50 W. 13th Street, Dubuque IA 52001, 563 589-4393 RESOLUTION NO. 50-19 AUTHORIZING THE FILING OF AN APPLICATION FOR STATE BUSINESS FINANCIAL ASSISTANCE ON BEHALF OF DUPACO VOICES LLC, DUPACO RE MANAGEMENT LLC, DUPACO HOLDING, LLC, AND DUPACO COMMUNITY CREDIT UNION Whereas, Dupaco Voices LLC, Dupaco RE Management LLC, Dupaco Holding, LLC, and Dupaco Community Credit Union have proposed making a Thirty -Eight Million Dollar ($38,000,000.00) investment for the creation of 82,800 square feet of office space in the redevelopment of the five -story Voices Building at 1000 Jackson Street in the City of Dubuque, Iowa (the Project); and Whereas, the City Council of the City of Dubuque, Iowa has considered the proposal and has determined that the Project will contribute to the local economy through the creation of forty (40) full-time jobs in the City; and Whereas, financial assistance from the Iowa Economic Development Authority is designed to assist in the economic development efforts of local jurisdictions; and Whereas, the Iowa Economic Development Authority has requested execution of an Economic Development Assistance Contract in order to finalize incentives and document associated terms for the Project; and Whereas, the City Council finds that the filing of an Application for participation in the Iowa Economic Development Authority's Financial Assistance Program on behalf of Dupaco Voices LLC, Dupaco Re Management LLC, Dupaco Holding, LLC, and Dupaco Community Credit Union, a copy of which is attached hereto, should be hereby approved. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the filing of an Application for participation in the Iowa Economic Development Authority's Financial Assistance Program on behalf of Dupaco Voices LLC, Dupaco Re Management LLC, Dupaco Holding, LLC, and Dupaco Community Credit Union, is hereby approved. Section 2. That the Mayor is hereby authorized to execute and the City Manager is hereby directed to submit the Application to the Iowa Economic Development Authority together with such other documents as may be required. Passed, approved, and adopted this 18th day of Februaryb19. Attest: Kevin S. Firnstahl, City Clerk 2 Roy D. Bu Y, Mayor I WA� Debi V. Durham, Director lowa Economic Development Authority Business Financial Assistance Application Business Finance - Business Development Division lowa Economic Development Authority 200 East Grand Avenue Des Moines, lowa 50309-1819 iowaeconomicdevelopment.com Telephone: 515.348.6153 Email: businessfinance(a�iowaeda.com Application Instructions To Complete Electronic Form:Click on TEXT BOX to add text. Double click on YES/NO boxes and select"Checked". 1. All applicants must complete the Business Financial Assistance Application and attach only those additional sections for the components to which the applicant is applying. STATE of IOWA— Financial Assistance Proqram High Quality Jobs Program (HQJ) ❑ Tax Credits ❑ Direct Financial Assistance 2. Before filling out this application form, please read all applicable sections of the lowa Code and lowa Administrative Code (rules). https://www.leqis.iowa.qov/law/administrativeRules 3. Only tvped or computer-qenerated applications will be accepted and reviewed. Any material change to the format, questions, or wording of questions presented in this application will render the application invalid and it will not be accepted. 4. Complete the applicable sections of the application fully. If questions are left unanswered or required attachments are not submitted, an explanation must be included. 5. Use clear and concise language. Attachments should only be used when requested or as supporting documentation. 6. Any inaccurate information of a significant nature may disqualify the application from consideration. 7. The following must be submitted to Business Finance at IEDA to initiate the review process: • One original, signed application form and all required attachments • One electronic copy of the application form and all required attachments Facsimile copies will not be accepted. Applications must be submitted to IEDA Business Finance before 4:00 p.m. on the fourth Monday of the month. Applications will be reviewed by the IEDA Board on the third Friday of the following month. Public Records Policies During the application process, the information submitted by you to IEDA is exempt from disclosure under the "industrial prospects" exemption found in Section 22.7(8). However, once you receive an award, the industrial prospects exemption no longer applies and all documents submitted and generated during the application and negotiation process become public records under lowa's Open Records Law(lowa Code, Chapter 22), unless 1) The information belongs to one of the classes of records automatically treated as confidential; or 2) You have applied for and received written notice that your information will be treated as confidential. Automatically Confidential Records IEDA automatically treats the following records as confidential and will withhold them from public inspection even without a request for confidential treatment: • Tax Records and Tax Liability Information • Quarterly lowa Employer's Contribution and Payroll Report prepared for the lowa Workforce Development Department • Payroll Registers • Business Financial Statements and Projections (unless those statements are already publicly available elsewhere, e.g., 10-K filings) • Personal Financial Statements Exemptions to the Open Records Law If you wish to have additional information treated as confidential, you must fill out the confidential treatment request form. This form is available by request. Under the Open Records Law, IEDA may lawFully treat certain information as confidential if that information falls within an exemption to the Open Records Law. The following exemptions represent records which may lawFully be treated as confidential under the Open Records law and which are most often applicable to the information submitted to IEDA: • Release of information would give an unfair advantage to competitors — lowa Code Sec. 15.118 • Trade secrets — See lowa Code section 22.7(3), see also lowa Code Ch. 550 • Information on an industrial prospect with which the IEDA is currently negotiating — See lowa Code section 22.7(8) • Communications not required by law, rule or regulation made to IEDA by persons outside the government to the extent that IEDA could reasonably believe that those persons would be discouraged from making them to IEDA if they were made available for general public examination — lowa Code section 22.7(18) Non-Confidential Information Information that is submitted to IEDA as part of the application process or that is contained in a contract for program benefits is generally considered material to the eligibility requirements of the program or to the amount of incentives or assistance to be provided. Such information is generally not given confidential treatment. Such information includes but is not limited to, the number and type of jobs incented, the wage levels for the incented jobs, your company's employee benefit information, and your project budget. Additional Information Available. Copies of lowa's Open Record law and IEDA's administrative rules relating to public records are available from the IEDA upon request. IEDA—Business Financial Assistance Application 2 v.9.25.17 SECTION A Applicant Information Date Application Submitted: 1/30/19 1. Name of Business: Dupaco Voices LLC; Dupaco RE Management LLC; Dupaco Holding, LLC; Dupaco Community Credit Union 2. Entity Name(s) for contracting (please include all that are involved in proposed project): Dupaco Voices LLC; Dupaco RE Management LLC; Dupaco Holding, LLC; Dupaco Community Credit Union 3. Address: 3999 Pennsylvania Avenue 4. City, State &Zip Code: Dubuque, lowa 52002 5. Contact Person: Joe Hearn Title: President and Chief Executive OFficer 6. Phone: 563-557-7600, ext. 2223 Fax: Email: jhearn@dupaco.com 7. FEIN: Dupaco Voices LLC (83-3182855); Dupaco RE Management LLC (83-3176346); Dupaco Holding, LLC (39-1873865); Dupaco Community Credit Union (42-0674206) 8. Please indicate your tax period end date: December 31, 2018 9. NAICS Code for primary business operations: Dupaco Voices LLC (531120); Dupaco RE Management LLC (531312); Dupaco Holding, LLC (551112); Dupaco Community Credit Union (522100) 10. US DOT Number: 11. Does the Business file a consolidated tax return under a different tax ID number? ❑ Yes (If yes, please also provide that tax ID number) � No a. Is the contact person listed above authorized to obligate the Business? � Yes ❑No If no, please provide the name and title of a company officer authorized to obligate the Business: 12. If the application was prepared by someone other than the contact person listed above, please complete the following: Name of Business: Economic Development Department, City of Dubuque Address: 50 W. 13th Street City, State & Zip Code: Dubuque, IA 52001 Contact Person: Jill Connors Title: Economic Development Director Phone: 563-589-4213 Fax: Email: jilconno@cityofdubuque.org $pO11SOC �IIfOCCT12t1011 (A sponsor organization is a city or county) 13. Sponsor Organization: City of Dubuque 14. Official Contact (e.g. Mayor, Chairperson, etc.): Title: Mayor 15. Address: 50 W. 13'h Street 16. City, State &Zip Code: Dubuque, IA 52001 17. Phone: 563-589-4110 Fax: Email: 18. If IEDA needs to contact the sponsor organization with questions, should we contact the person listed above? ❑ Yes � No, please contact the following person: Name: Jill Connors Title: Economic Development Director Address: 50 W. 13'h Street City, State & Zip Code: Dubuque, IA 52001 Phone: 563-589-4213 Fax: Email: jilconno@cityofdubuque.org If necessary, please list information on additional sponsors in an attachment. SECTION B Business Information 1. Provide a brief description and history of the Business. Include information about the Business' products or services and its markets and/or customers. Dupaco Community Credit Union is a not-for-profit, member-owned financial cooperative. It is dedicated to the financial sustainability of its members, and specializes in customized financial counseling, money advice and education. Since its founding in 1948 by 10 employees of the Dubuque Packing Company, Dupaco's mission is to improve each member's financial position. This includes: • Creating a source of credit at a fair and reasonable rate of interest; • Encouraging habits of thrift among members; and • Providing an opportunity for members to use and control their own money on a democratic basis in order to improve their economic and social condition. In addition to advisory services, Dupaco offers savings, checking, personal loans, mortgage loans, investments, property and casualty insurance, and wealth management products for individuals and small businesses. More than 44% of its members are Millennials (ages 19-39). The credit union's products, services, and techonlogy offerings are positioned to be relevent to members at every stage in life, wherever they live. Dupaco is certified by the U.S. Department of the Treasury as a Community Development Financial Institution (CDFI), which designates specialized organizations serving low-income communities and people who lack access to financing. The certification provides additional tools to enhance the credit union's long-standing efforts in low-income and underserved communities. Headquartered in Dubuque, lowa, Dupaco serves more than 113,000 members living in all 50 states, the District of Columbia, Puerto Rico, Guam and 24 other countries around the world. It has office locations in lowa, Wisconsin, and Illinois. Dupaco's total assets exceed $1.7 billion. Visit Dupaco at www.dupaco.com. 2. Business Structure: � Cooperative � Corporation � Limited Liability Company ❑ Partnership ❑ S-Corporation ❑ Sole Proprietorship 3. State of Incorporation: lowa 4. Identify the Business' owners and percent ownership: Dupaco Voices LLC is 100% owned by Dupaco RE Management LLC which is 100% owned by Dupaco Holding, LLC, a wholly owned subsidiary of Dupaco Community Credit Union governed by over 113,000 credit union members 5. Does a woman, minority, or person with a disability own the Business? ❑ Yes � No 6. List the Business' lowa locations and the most current number of em lo ees at each location. Street Cit State Zi Em lo ee Count as of 1/25/19 807 9th St SE D ersville IA 52040 10 3299 Hillcrest Rd Dubu ue IA 52001 102 1465 S camore St Dubu ue IA 52001 14 2245 Flint Hill Dr Dubu ue IA 52003 6 5865 Sarato a Rd Dubu ue IA 52002 41 3131 Williams Blvd Cedar Rapids IA 52404 22 SW 1200 W Main St Manchester IA 52057 7 400 S Locust St Dubu ue IA 52001 13 3999 Pennsylvania Dubuque IA 52002 88 Ave 110 35th St Drive SE Cedar Ra ids IA 52403 10 3301 Cedar Heights Cedar Falls IA 50613 16 Dr 218 W Mullan Ave Waterloo IA 50701 7 503 W US Highway Carroll IA 51401 9 30 1946 Schukei Rd Waterloo IA 50702 9 185 Peosta St Peosta IA 52068 3 Remote Em lo ees Dubu ue Co IA 52001 2 501 Bell St Suite 201 Dubu ue IA 52001 75 5970 Carlson Wa Marion IA 52302 15 Remote Em lo ee Delaware Co IA 52057 1 7. What is the Business' worldwide employment? (Please include employees of parent company, subsidiaries, and other affiliated entities in this figure.) 464 Project Information 8. Project Street Address: 1000 Jackson Street Project City&Zip Code: Dubuque 52001 Project County: Dubuque County 9. Type of Business Project: ❑ Startup � Expansion of lowa Company ❑ New Location in lowa 10. Does the project site qualify as a"Brownfield" or"GrayField" site? � Yes ❑ No If yes, please explain and document as Attachment A6. Property qualifies as a Grayfield site under lowa Code Section 15.291 and has been awarded a Redevelopment Tax Credit up to the amount of$750,000. If project and current HQJC application proceeds and is approved, a contract reassignment request will be forth coming. 11. Describe the proposed project for which assistance is being sought. (Include project timeline with dates, facility size, infrastructure improvements, proposed products/services, any new markets, etc.) Dupaco was chartered in 1948 and is headquartered in Dubuque. Dupaco currently has 487 employees and more than 1.7 billion in assets. This employer serves over 100,000 customers that reside in all 50 states plus the District of Columbia, Guam and Puerto Rico, as well has 19 other countries around the globe. Dupaco has 19 physical branches in three states. Assuming the project moves forward, the Dupaco Voices building will become the headauarters and operation center for Dupaco Communitv Credit Union. This proposed proiect is not a retail branch. An interactive teller machine (ITM), which functions like an ATM will be located beyond the security desk of the facility for use by corporate HQ employees in house. Assuming the project moves forward, the Dupaco Voices building will become the headquarters and operations center for Dupaco Community Credit Union. No retail branch services will be available at the facility. The functions and corporate HQ jobs that will be located there include: • Administrative • Human Resource • Information Technology • Software Development • Back Office Facilities Operation • Marketing &Communications • Accounting & Finance • Internal Audit • Compliance • Customer Service Call Center • Card Services The property owner will be Dupaco Voices LLC (100% owned by Dupaco RE Management LLC.) Dupaco RE Management LLC will be taxed as a C-Corp, (100% owned by Dupaco Holding, LLC) Dupaco Holding, LLC will be 100% owned by Dupaco Community Credit Union. As noted in section F of the application, it is estimated that one million five hundred forty-four thousand five hundred dollars ($1,544,500) in new taxes will generated during the first five (5) years of the proposed project. Building is located in a Grayfield area and been empty many years when factory work ceased in the 1970's. Dupaco proposes a renovation outlined in Section C redeveloping the building into three floors of office activity and two floors for leasable space. At the beginning of the 20th century the Historic Millwork District contained dozens of businesses employing an estimated 2,500 people. By the end of the same century, most of the companies had closed leaving unoccupied buildings blighting the downtown environment. This building was the corporate office for the Carr, Ryder&Adams Co. (CARADCO). The Carr, Adams and Collier Company Factory Annex is historically significant in its association with one of Dubuque's largest manufacturing firms, although its 1924 construction date places it late in the milieu of the company's development. Architecturally, the building is a well-proportioned and typically detailed representative of the timber/masonry structures built in Dubuque's industrial district. The company moved from Dubuque in the late 1960's. Since the company's closure, the Voices building has been significantly underutilized. Repurposing the building into usable space in the 21st century creates a financial need for assistance in making the building usable again. There are significant repair costs associated with, but not limited to the roof and windows of the building. The Voices Building is expected to be rehabilitated with the top 4 floors being designed for commercial office space (top three floors being occupied by Dupaco). The first floor is expected to be rehabilitated for mixed commercial/retail and expected to include small business incubator, community not-for-profit space and other community impact organizations. Lower level/basement area, expected to be rehabilitated into fitness space and building support services used by businesses occupying the Voices Building. A revitalized Voices building would be home to the potential buyers' ("the company") team driving change within the neighborhood. The company's teams include executive leadership, community development, education and outreach, communication, and Foundation. The company's contribution to both the Millwork District and Greater Dubuque Development Corporation's True North will enhance a unique sense of place (work, play, live) that will attract and retain workforce talent in Dubuque, the downtown neighborhood, and the company. True North (Washington and North End Neighborhoods) in particular are considered at-risk in the community. By investing in the Voices building and attracting members, employees and visitors to the site, the Voices building will build community and the district economy. 12. Pro'ect Timeline (add additional rows as needed) Beginning Activity Date Activity Completion Date Close on Land/Buildin Februar 26, 2019 Construction/Rehabilitation Februar 26, 2019 Se tember 30, 2020 Be in O erations Se tember 30, 2020 13. Has any part of the project started*? ❑ Yes � No If yes, please explain. *For IEDA's purposes, starting the project includes:the start of construction or rehabilitation, the purchase of a building, the execution of a lease, or the installation of equipment to be used in the project. 14. Identify the Business' competitors. If any of these competitors have lowa locations, please explain the nature of the competition (e.g. competitive business segment, estimated market share, etc.) and explain what impact the proposed project may have on the lowa competitor. Competitors in the area are Heartland Financial, American Trust, Collins Community Credit Union and other financial services entities. This project will have no impact on these businesses as this project is a financial back office support center. 15. Will any of the current lowa employees lose their jobs if this project does not proceed? ❑ Yes � No If yes, please explain why and identify those jobs as "retained jobs" in the Project Jobs Section E. 16. Is the Business actively considering locations outside of lowa? ❑ Yes � No If yes, where and what assistance is being offered? 17. Please identify the company project management for the project location and experience. Gronen Development (project manager) &Gronen Restoration (construction manager), were formed in 2000. The company specializes in historic rehabilitation projects seldom approached by other developers, with over$100 million of rehabilitation. Dupaco Chief Marketing Officer David Klavitter has more than 25 years of experience in the financial services sector, has served nearly 10 years on the City of Dubuque Historic Preservation Commission, and is a founding board member of the non-profit historic redevelopment organization Heritage Works. He earned a BA from the University of Northern lowa in Cedar Falls, lowa and an MBA from Johns Hopkins University in Baltimore, Maryland. SECTION C Applicant's Project Budget 1. Does the Business plan to lease the facility? ❑ Yes � No If yes, please provide the Annual Base Rent Payment(lease payment minus property taxes, insurance, and operating/maintenance expenses) for three years in the budget below, and only major renovation costs your company expects to incur. Administrative rules require that the lease be in place for a minimum of five years. 2. Please complete the budget below. Include onlv costs the companv plans to incur directiv: Use of Funds Cost Source A Source B Source C Source D Source E Source F Base Rent 3 ears Tenant Im rovements Land Ac uisition $140,000 $140,000 Site Pre aration $435,000 $435,000 Buildin Ac uisition $785,000 $785,000 Buildin Construction Buildin Remodelin $31,076,630 $35,000 $15,765,615 $10,848,240 $675,000 $3,752,775 Mf . Machiner & E ui . Other Machiner & E ui . Rackin , Shelvin , etc.' Com uter Hardware Com uter Software Furniture & Fixtures Workin Ca ital Research & Develo ment Other TOTAL $32,436,630 $ 0 $35,000 $17,125,615 $10,848,240 $675,000 $3,752,775 ' Racking,shelving and conveyor equipment used in distribution center projects only Within the budget cost estimates above is the core and shell work necessary to secure and make the entire building functional and construction material and labor costs associated with Dupaco's corporate headquarters and operations center occuping space on floors three, four, five and rooftop. Work on floors one and two of the building will specifically include the following, which are critical for the adaptive reuse of the structure, building stabilization, and building infrastructure: A. Demolition B. Cleaning Wood and Brick C. New Concrete Floor Toppings D. New Exterior Windows E. New Aluminum Vestibules—necessary as access points for floors 3, 4, 5 and rooftop. F. Electrical Panels G. Basic Lighting H. HVAC System I. Public Bathrooms J. Mechanical Rooms K. Elevators—necessary as access points for floors 3, 4, 5 and rooftop. L. Stair Shafts—necessary as access points for floors 3, 4, 5 and rooftop. Costs not included in the budget referenced in Section 2. C. above related to future build-out of leased space and therefore not being considered eligible for the sales tax exemption under this project are as follows: a. Any build-out of future tenant lease spaces on floors one and two. b. Partition walls within future tenant spaces on floors one and two. c. Flooring within future tenant spaces on floors one and two. d. Permanent lighting in future tenant spaces on floors one and two. 3. Please complete the chart below with proposed financing for the project (tax benefits should be reflected as indirect financin under#5 below : PROPOSED FINANCING Source of Funds Form of Funds Conditions/Additional I nfo rm ation AmOunt (Loan, Grant, In- Rate and Commitment Include when funds will be Add additional lines as needed Kind, Donation,etc.) Term Status disbursed; If loan,whether payments are a level term, balloon, etc Source A: IEDA (see#4 below) $0 N/A N/A N/A No direct financial assistance expected. Application relates to sales tax rebate. Source B: Local Government $35,000 Grant 0.00% Developmen Agreement with City of t Agreement Dubuque as part of (Contingent Development Agreement. uponlEDA incentives Source C: Business (Equity $17,125,615 Combination of Market Estimate Project gap that is not and Leverage Equity and Rate covered by grants, loans and Loan) Leverage Loan tax credits will utilize self fundin . Source D: HTC Federal& $10,848,240 Federal and State Market Term Sheet Term Sheet with US Bank— State Equity Historic Tax Rate Bridge loan until funds come Credits inforthe ro�ect. Source E: Grayfield Tax $675,000 Grayfield Market Estimate Bridge loan until funds come Credit Equity Redevelopment Rate in for the project. Tax Credit Source F: New Market Tax $3,752,775 Loan 4.17% Term Sheet Term Sheet with US Bank Credit based on estimate of$15M NMTC allocation. TOTAL $32,436,630 4. Direct financial assistance(loans/forgivable loans) must be secured with acceptable collateral. Please select the type of collateral your company will pledge to secure the IEDA financing, and document its value in Attachment A5.* Explain: No collateral,fundin disbursed at the end of the 5- ear contrad ❑ Irrevocable letter of credit ❑ Dedicated certificate of de osit CD ❑ *The IEDA Board has the final discretion on what collateral will be accepted. 5. Please com lete the chart below with tax credits and other indirect financin ex ected for the ro ect: TAX CREDITS AND INDIRECT FINANCING Source of Funds Amount Description Investment Tax Credit $0 Sales, Service& Use Tax Refund $750,000 Materials estimated to be 40% of building remodeling total. Amount based on 6% state sales tax rate rounded to nearest$10,000. Research Activities Credit 3%/10% $0 Local Pro ert Tax Exem tion $0 Tax Increment Financing $5,200,300 City of Dubuque Development agreement, contingent upon state incentives application. 15 year tax increment financing ("TIF") estimated with base ear of$190,900. 260E Job Trainin Funds $0 In-kind Contribution $0 Other TOTAL $5,950,300 6. There are three justifiable reasons for providing assistance. Check the box next to the reason why assistance is needed to complete this project. ❑ Financing Gap - A gap exists between the financing required and the financing on-hand and the provision of tax incentives or assistance is necessary to fill the gap. � Rate of Return Gap—The likely returns of the project are inadequate to motivate a company decision maker to proceed with the project even if sufficient debt or equity can be raised to finance the project, and the projecYs risks outweigh its rewards, making the provision of tax incentives or assistance necessary to reduce the projecYs risks. ❑ Location Disadvantage(Incentive)—The business is deciding between a site in lowa ("lowa site") and a site in another state ("out-of-state site") for its project and the cost of completing the project at the out-of-state site is demonstrably lower, making tax incentives or assistance necessary to equalize the cost differential between the two sites. Note: The authority will attempt to quantify the cost differential between the sites. 7. Please provide a brief explanation of the need for assistance. The preservation of historic buildings is a one-way street. There is no chance to renovate or to save a historic site such as the Voices Building once iYs gone—because once a piece of history is destroyed, it is lost forever. Repurposing the building into usable space in the 21st century creates a financial need for assistance in making the building usable again. There are significant repair costs associated with, but not limited to, the roof and windows of the building. Additionally, due to the high costs associated with the project as a whole, the project is cost prohibitive without assistance from both local and state incentives. There are numerous unknowns associated with the building that could further increase the already high repair costs. SECTION D Employee Benefits There are three options to meeting the sufficient benefit requirement. These options are detailed in the chart below. Please complete questions 1-3. If your company meets Option 1 or 2, no additional information is required. If ou would like to utilize O tion 3, lease also com lete uestions 4-6. Option 1 Option 2 O tion 3 80% single Coverage 50% Family coverage Monetary Equivalent Total Number of Pay 80% of premium costs Pay 50% of premium costs for Provide medical and pay the Employees in for a standard medical plan, a standard medical plan, monetary equivalent of Option US single coverage. family coverage. 1 or Option 2 in supplemental 250+ $1250maximum deductible $2500 maximum deductible employee benefits. 50-249 $2250 maximum deductible $4500 maximum deductible Benefits Counted Toward 0-50 $2000 maximum deductible $4000 Maximum deductible Monetary Equivalent:Medical coverage, Dental coverage, Vision insurance, Life insurance, Pension, 401(k) (company's Average contribution, Short-/long-term disability insurance, Child care services, Other nonwage compensation 1. How many full-time, permanent employees does your company currently employ within the U.S.?409 2. What is the total premium cost for a standard medical plan for single employee coverage? $7.200 (Traditional Plan) $6,000 (HDHP) annuallv a. What portion of this cost is paid by the business? 70% - our plan is self-insured, therefore we don't have a typical premium cost in comparison to a fully insured plan. However, we do estimate cost share in terms of total costs (claims costs and reinsurance premium). b. What is the deductible associated with this plan? $1,500 (Traditional Plan) $4,000 (HDHP) 3. What is the total premium cost for a standard medical plan for family coverage? $18,000 (Traditional Plan) $15.000 (HDHPI annuallv a. What portion of this cost is paid by the business?65% b. What is the deductible associated with this plan? $4.500 (Traditional Planl $8.000 (HDHPI No additional information reauired, in this section, if vour companv meets the reauirement for Option 1 or Option 2 4. Does your company provide additional benefits to full time employees? �Yes ❑No If es, lease rovide the annual amount offered b the business, er em lo ee in the chart below: Benefit Annual amount paid by the business er em lo ee : Dental Insurance—Sin le lan $364 Dental Insurance—Famil lan $1,170 Pension Use 3-year average calculated below) $0 Retirement Plan - i.e. 401 k Use 3-yearaverage calculated below) $3,616 P�ofit Sha�in Plan (Use 3-yearaverage calculated below) $0 Childcare Services $0 Life Insurance covera e $96 Disabilit Insurance covera e $494 Health Savin s Account HSA contribution $0 TOTAL $5,740 5. Does the Business offer a pension plan, 401(k) plan, and/or retirement-plan? � Yes ❑ No If yes, please indicate the amount contributed on a per employee basis by the Business to the plan for the last three years. For 401(k) plans, please provide information on the company match and indicate the average annual match per employee. Year Ending Average Actual Match per Em lo ee $ 2016 $3,570 2017 $3,581 2018 $3,698 Three-year Average: $3,616 6. Does the Business offer a profit-sharing plan? ❑ Yes � No If yes, please indicate total amount paid out each year for the past three years and then, determine the average annual bonus or contribution er em lo ee for that three ear eriod. Year Ending Average Actual Share per Em lo ee $ $ $ $ Three- ear Avera e: $ Notes: 1. A qualified plan must be offered to all full-time permanent employees. 2. If you have multiple health insurance plans,please provide information on each plan. SECTION E Project Jobs 1. List the jobs that will be created and/or retained as the result of this project. (A retained job is an existing job that would be eliminated or moved to another state if the project does not proceed in lowa.) For jobs to be created, include the startinq and final hourly wage rate. For retained jobs, include the current hourly wage rate. Full-Time CREATED Jobs (Add additional rows as needed) Number of Starting Wage at 36 months Job Title CREATED Hourly Wage following the award Jobs Contact Center Re resentative 4 $17.28 $18.83 Fraud Services Re resentative 2 $17.28 $18.83 ITM Associate 4 $15.86 $17.29 Card Services Re resentative 2 $17.28 $18.83 De osit O erations Re resentative 2 $17.28 $18.83 Member Service Processor 2 $17.28 $18.83 Securit /Facilities Re 2 $17.28 $18.83 Administrative Assistant 2 $15.86 $17.29 IT Su ort S ecialist 3 $23.64 $25.77 Software Develo er 3 $26.24 $28.60 Marketin Anal st/Desi n 3 $23.64 $25.77 HR S ecialist 3 $23.64 $25.77 Finance/Accountin S ecialist 3 $29.65 $32.32 Data En ineer 3 $26.24 $28.60 Com liance/Audit S ecialist 2 $29.65 $32.32 Total Full-Time CREATED Jobs 40 Full-Time RETAINED Jobs (Add additional rows as needed) Number of Current Hourly JobTitle (AT-RISKjobsonly) RETAINED Wage Jobs Total Full-Time RETAINED Jobs 2. Is the hourly wage rate based on a 40 hour work week, 52 weeks per year? � Yes ❑ No If no please explain: Business Financial Assistance Application — Dupaco Voices LLC; Dupaco RE Manaqement LLC; Dupaco Holdinq, LLC; and Dupaco Communitv Credit Union Page 12 — original redacted from City Council copy, as it contains confidential information SECTION G Attachments Please attach the following documents: A1 Project Plan Please provide an executive summary for your project. This information should include, at a minimum, expanded information about the company's products and services and any other project related information that has not already been described in the application for financial assistance. Please note, a traditional business plan, including an executive summary, market analysis, organization and management structure, marketing and sales management, service and product line narrative, financial projections, feasibility study and patent status, as well as any other relevant information, may be requested by the lowa Economic Development Authority to evaluate the feasibility of this project. A2 Payroll Information (Confidential) • Copies of the Business' Quarterly lowa Employer's Contribution and Payroll Report for the past year. This report should include the monthly employment totals. • A copy of the most recent payroll report for one pay period. The copy of the most recent payroll report for one pay period must be in Excel format and include the following information: o Company name, date of payroll and source of payroll information o Employee name and/or employee identification number o Current hourly wage - do not include bonuses or other benefit values o Indicate if the employee is full time (40 hours per week, 52 weeks per year) or part time. o A sample Excel spreadsheet can be provided by IEDA staff A3 Affidavit that states the Business has not, within the last five years, violated state or federal statutes, rules, and regulations, including environmental, worker safety regulations and antitrust laws, or, if such violations have occurred, that there were mitigating circumstances or such violations did not seriously affect public health or safety or the environment. A sample affidavit can be provided by IEDA staff. A4 Financial Information (Confidential, unless already publicly available) (Existing Businesses Only) • Profit and loss statements and balance sheets for past three year-ends; • Current YTD profit and loss statement and balance sheet; • Schedule of aged accounts receivable; • Schedule of aged accounts payable; and • Schedule of other debts. A5 Collateral documentation (If requesting direct financial assistance only) A6 Brownfield or GrayField site documentation (if applicable) SECTION H Certification & Release of Information 1. Are there any judgments or court actions completed or pending against the applicant entity, or any current or prospective officer, principal, director, or owner? ❑ Yes ® No 2. Has any current or prospective officer, principal, director, or owner been accused or convicted of any wrongdoing or crime, other than a simple misdemeanor? ❑ Yes ® No 3. Have there been any current or past bankruptcies on the part of the applicant entity (or predecessor entities), or on the part of any current (or prospective) officer, principal, owner or in any business dealings of current (or prospective) officers, principals, or owners of the applicant entity? ❑ Yes ® No 4. In the last five years have there been, or are there currently any investigations of potential violations of public health, safety (including workplace safety) or environmental laws by the applicant entity, or any current or prospective officer, principal, director, or owner? ❑ Yes ® No 5. In the last five years have there been, or are there currently any violations of antitrust laws by the applicant entity, or any current or prospective officer, principal, director, or owner? ❑ Yes ® No 6. If yes to any of the above, please provide additional explanation: I hereby give permission to the Iowa Economic Development Authority (IEDA) to research the Business' history, make credit checks, contact the Business' financial institutions, insurance carriers, and perform other related activities necessary for reasonable evaluation of this application. I also hereby authorize the Iowa Department of Revenue to provide to IEDA state tax information pertinent to the Business' state income tax, sales and use tax, and state tax credits claimed. I understand that all information submitted to IEDA related to this application is subject to Iowa's Open Record Law (Iowa Code, Chapter 22), unless specifically marked as confidential section. I understand that IEDA reserves the right to negotiate the financial assistance. I understand this application is subject to final approval by IEDA and the Project may not be initiated until final approval is secured. Furthermore, I am aware that funds will not be disbursed until a contract has been executed and the appropriate terms have been met. I understand that upon execution of the contract and prior to the issuance of a tax credit number or the disbursement of Award Funds, a recipient shall pay IEDA a one-time compliance cost fee in the amount of $500. In addition, if tax benefits are greater than $100,000, the Recipient shall remit to IEDA a compliance cost fee 0.5% of the value of the Tax Incentives claimed pursuant to the contract. The fee will be due and payable upon filing the Recipient's annual tax return for each tax year in which tax credits are claimed under the contract. I hereby certify that all representations, warranties, or statements made or furnished to IEDA in connection with this application are true and correct in all material respect. I understand that it is a criminal violation under Iowa law to engage in deception and knowingly make, or cause to be made, directly or indirectly, a false statement in writing for the purpose of procuring economic development assistance from a state agency or subdivision. For Signat Joe Hearn, President/CEO Name and Title (typed or printed) For the Sponsr(s); Jan. 25 2019 Date Signature Date Roy D. Buol, Mayor Name and Title (typed or printed) IEDA will not provide assistance in situations where it is determined that any representation, warranty, or statement made in connection with this application is incorrect, false, misleading or erroneous in any material respect. If assistance has already been provided prior to discovery of the incorrect, false, or misleading representation, IEDA may initiate legal action to recover incentives and assistance awarded to the Business. IEDA — Business Financial Assistance Application 14 v.9.25.17