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Barnstead Int'l CEBA LoanSMART IDEATM May 22, 2003 The Honorable Terrance M. Duggan, Mayor City of Dubuque City Hall, 50 West 13th Street Dubuque, Iowa 52001 RE: Community Economic Betterment Account (CEBA) Application No. 03-CEBA-26: Barnstead International c Dear Mayor Duggan: It is my pleasure to advise you that on May 15, 2003, the Iowa Department of Economic Development Board of Directors approved your community's application for CEBA assistance on behalf of the above-captioned business. The Board approved the CEBA Project Review Committee's recommendation to provide a forgivable loan in an amount not to exceed $30,000 and a 0% three-year loan in an amount not to exceed $30,000. The project must be administered in accordance with current CEBA administrative rules, and the award is contingent upon the Department finding that the Business has an acceptable record with respect to state and federal law compliance to include environmental compliance. In addition, the company must comply with the 1999 Iowa Code, Section 15A.1(3), whi.ch requires companies receiving state financial assistance to conduct in-house audits and management plans to reduce the amount of hazardous waste generated and to safely dispose of those wastes. To assist you in complying with these statutes, we have attached a listing indicating some of the technical assistance sources for both Energy Efficiency Design and Management and Waste Reduction Design and Management. The following activities must be accomplished prior to release of funds. 1. A Loan Agreement, prepared by the Iowa Department of Economic Development, must be executed by the parties. Businesses generating solid or hazardous waste must either: 1) submit a copy of the business' existing in-house plan to reduce the amount of waste and safely dispose of the waste based on an in-house audit conducted within the past three years; 2) submit an outline of a plan to be developed in-house or 3) submit documentation that the business has authorized the Iowa Department of Natural Resources or Iowa Waste Reduction Center to conduct the audit. The enclosed Loan Agreement Attachment A should be reviewed and Attachment B should be completed; then both should be returned to the Department. 4. The business shall have provided documentation to the Department that it has consulted with the area Workforce Center and Workforce Investment Act/Promise Jobs Service Delivery Area Office to discuss employment services available. In addition, the Business shall make available ten percent (10%) of the Thomas J. Vilsack, Governor Sally J. Peder$on, Lieutenant Governor Michael'[ Blouin, Director 200 East Grand Avenue, Des Moines, Iowa 50:309 Phone: 515.242.4700 Fax: 515.242.4809 www.iowasmar tidea.corn new jobs created to qualified Promise Jobs program participants. Aisc, the business must provide to these agencies a list of positions to be created including job descriptions and qualifications. Documentation shall be submitted to the Iowa Department of Economic Development indicating funding in the project from the following sources: Source Type Amount City of Dubuque Loan $ 20,000 Bamstead International Cash/Equity $287,795 NE Iowa Community College Job Training $ 80,000 The security/collateral required in this project is: Corporate guaranty from Apogent Technologies. Executed security agreements/liens in the project shall be forwarded to the Department. It is understood that this security interest will be superior to any Community funds in the project, excluding conventional bank financing. The Business acknowledges that if it fails to create/retain 20 FTE (full-time equivalent) jobs by the Project Completion Date, it will reimburse CEBA funds for the employment shortfall as set out in the Loan Agreement. The Iowa Department of Workforce Development can provide labor market information, recruitment and placement services, proficiency testing, and answers to questions on worker's compensation, workplace safety and unemployment insurance. Your local Iowa Workforce Development Office will be notified of your award and will be contacting you to provide additional information. Please let us know if we may be of any further assistance. We are looking forward to the implementation of the project and the new job opportunities it will create. Sincerely, Michael Blouin Director MB/Idr Enclosure CC; Governor Viis, ack/Lt. Governor Pederson Brenda Hoefler, Barnstead International Bill Baum, City of Dubuque Senator Michael Connolly Representative Pam Jochum Russ Tdmble, Legislative Fiscal Bureau Brian Tormey, Department of Natural Resources Tony Dietsch, Iowa Workforce Development SOURCES OF TECHNICAL ASSISTANCE Energy Efficiency Design and Management Department of Natural Resources Energy and Geological Resoumes Division Larry Bean, Administrator 900 East Grand Des Moines, IA 50319 515/281-4308 iowa State University Extension Center for Industrial Research and Service ISU Research Park Suite 500 2501 North Loop Drive Ames, IA 50010 515/294-3420 with regional offices in Cedar Rapids, Council Bluffs, Davenport, Des Moines, Storm Lake, and Watedoo Local utility company Pdvate energy management engineering and conservation consultants Waste Reduction Design and Management Department of Natural Resources Waste Management Assistance Division Scott Vander Hart, Pollution Prevention Manager 900 East Grand Des Moines, IA 50319 515/281-6275 University of Northern Iowa Iowa Waste Reduction Center John Konefes, Director 1005 Technology Parkway Cedar Falls, IA 50613 319/273-8905 Iowa State University Extension Center for Industrial Research and Service Lloyd Anderson, Interim Director ISU Research Park Suite 500 2501 North Loop Drive Ames, IA 50010 515/294-3420 with regional offices in Cedar Rapids, Council Bluffs, Davenport, Des Moines, Storm Lake, and Waterloo 4. Private environmental engineering consultants. CEBA Name of Recipient: Program Year: City of DubUque/Barnstead International (03-CEBA-26) 02/03 IOWA CEBA RECIPIENT BUDGET SUMMARY ATTACHMENT A To be filled in by IDED: Original: Anunendment #: PROJECT DESCRIPTION PERFORMANCE TARGET AMOUNT BUDGETED CEBA RECIPIENT BUSINESS OTHER TOTAL FUNDS FUNDS FUNDS FUNDS . .A?.tj .v[ty..1. ~ ........................................... Community Base 366 Building Remodeling Created 20 $7,500 $7,500 Retained 0 TOTAL 386 .A..c. tj .v!ty..2.:. ........................................... Created/retained positions Machinery and Equipment must have a starting wage $60,000 $20,000 $58,00(2 $138,000 ~fat least $10.41/hr. and an average wage of at least ;16.59/hr. . .A.c.t~, .v!ty' .3..'. ........................................... Furniture and Fixtures $23,900 $23,900 Transition Cost/Job Training $178,395 $80,000 $258,395 (NEIACC) . .A.c.t.i .v[ty..%'. ........................................... Recruitment $20,000 $20,000 TOTAL AMOUNT OF ALt. FUNDS BUDGETED $60,000 $20,000 $287,795 $80,000 $441,795 CEBA ATTACHMENT B Name of ReCiPient: City of Dubuque/Barnstead International (03-CEBA-26) IOWA CEBA RECIPIENT PROGRAM SCHEDULE 2003 PROJECT ACTIVITY: Loan to the City of Dubuque Is~ Qtr. 2"" Qtr. 3m Qtr. 4m Qtr. for Barnstead, Inc. iA M J ;J A S O N D J F M Milestones: // I/ II/I / I/ I 1. Building Remodeling 2. Machinery and Equipment 3. Furniture and Fixtures 4. Transition Cost/Job Training 5. Recruitment 6. 7. 2004 PROJECT ACTIVITY: Loan to the City of Dubuque 5s~ Qtr. 6th Qtr. 7th Qtr. 8th Qtr. for Bamstead, Inc. A M J J A S O N D J F M Milestones: / l/ I/// Ill /I · 1. Building Remodeling 2. Machinery and Equipment 3. Furniture and Fixtures 4. Transition Cost/Job Training 5. Recruitment 6. 7. CEBA ATTACHMENT B Name of Recipient: City of Dubuque/Barnstead International (03-CEBA-26) IOWA CEBA RECIPIENT PROGRAM SCHEDULE 20O5 PROJECT ACTIVITY: Loan to the City of Dubuque 9th Qtr. 10th Qtr. 11th Qtr. 12TM Qtr. for Bamstead, Inc. A M J JA S O N D J F M Milestones: la l/ alii / la / 1. Building Remodeling 2. Machinery and Equipment 3. Furniture and Fixtures 4. Transition Cost/Job Training 5. Recruitment 6. 7. MEMORANDUM June 10,2003 TO: FROM: SUBJECT: The Honorable Mayor and City Council Members Michael C. Van Milligen, City Manager Community Economic Betterment Account (CEBA) Loan Barnstead International CEBA Loan Number 03-CEBA-26 On May 5, 2003 the City Council approved the submission of an application for CEBA for Bamstead International. The company has begun a $388,000 expansion project at their Kerper Boulevard facility. As par[ of this project, the company has committed to hiring 20 new'full time employees within the next three years, bringing the total local Barnstead international employment to 386 employees. The average starting wage will be at least $10.41 per hour to meet CEBA requirements, and the average wage will be at least $16.59 per hour. The CEBA program requires a local financial commitment to the project. The City's financial contribution to the project will be a $20,000 UDAG loan. That loan agreement will be presented at an upcoming City Council meeting. Economic Development Director Bill Baum recommends City Council approval of a CEBA Loan Agreement of $60,000 to su ppor[ Bamstead International's expansion project in Dubuaue. I concur with the recommendation and respectfully request Mayor and City Council approval. MCVM/jh Attachment cc: Barry Lindahl, Corporation Counsel Cindy Steinhauser, Assistant City Manager William Baum, Economic Development Director CITY OF DUBUQUE, IOWA MEMORANDUM June 9, 2003 TO: FROM: SUBJECT: Michael Van Milligen, City Manager William Baum, Economic Development Director Community Economic Betterment Account (CEBA) Loan Barnstead International CEBA Loan Number 03-CEBA-26 INTRODUCTION This memorandum presents for City Council review and approval a Resolution relating to a CEBA loan/forgivable loan for Barnstead International. The Resolution authorizes the execution of a CEBA Loan Agreement of $60,000 by and among the Iowa Department of Economic Development, Barnstead International and the City of Dubuque. BACKGROUND On May 5, 2003 the City Council approved the submission of an application for CEBA for Barnstead International. The company is expanding the Dubuque operations on Kerper Boulevard by transferring product and jobs of Ever Ready Thermometer Company (ERTCO), a manufacturing leader in thermometry instrumentation. As part of this project, the company has committed to hiring 20 new full-time equivalent IFTE) employees within the next three (3) years bringing the total local Barnstead employment to 386 employees. The average starting wage will be at least $10.41 per hour to meet CEBA requirements and the average wage will be at least $16.59 per hour. DISCUSSION The Iowa Department of Economic Development has approved the application submitted by the City, and a CEBA Loan Agreement has been sent to the City for approval and signature. This CEBA award is for a $30,000 0% 3 year loan and a $30.000 forgivable loan. The CEBA program requires a local financial commitment to the project. The City's financial contribution to the project will be a $20,000 UDAG loan. That loan agreement will be presented at an upcoming City Council meeting. RECOMMENDATION recommend that the City Council adopt the attached Resolution authorizing the execution of a CEBA Loan Agreement of $60,000 to support Barnstead International's expansion project in Dubuque. ACTION STEP The Action Step for the City Council is to adopt the attached Resolution. Attachments F:\USERS\Pmyhre\WPDOCS\LOAN DOC\barnstead\CEBA.M EM.doc RESOLUTION NO. 195-03 A RESOLUTION AUTHORIZING THE EXECUTION OF A COMMUNITY ECONOMIC BETTERMENT ACCOUNT LOAN AGREEMENT FOR SIXTY THOUSAND DOLLARS ($60,000) WITH BARNSTEAD INTERNATIONAL Whereas, the Community Economic Betterment Account (CEBA) program has been created by the Iowa Department of Economic Development to assist in the economic development efforts of local jurisdictions; and Whereas, on May 15, 2003, the City of Dubuque, Iowa was awarded a sixty thousand dollar ($60,000) loan/forgivable loan from the CEBA program by the Iowa Department of Economic Development; and Whereas, the City of Dubuque, Iowa desires to assist Barnstead International in its efforts to expand its operations in Dubuque and create new, permanent employment opportunities for local citizens; and Whereas, a CEBA Loan Agreement, hereto attached and by this reference made a part hereof, is to be executed between the iowa Department of Economic Development, Barnstead International and the City of Dubuque, iowa. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the Mayor and Corporation Counsel be and they are hereby authorized and directed to endorse, on behalf of the City Council of the City of Dubuque, Iowa, the attached CEBA Loan Agreement. Section 2. That the City Manager be and he is hereby authorized to disburse loan funds to Barnstead International from the CEBA program in accordance with the terms and conditions of the executed Agreement. Passed, approved and adopted this 16th day of June, 2003. Terrance M. Duggan Mayor Attest: . Jeanne F. Schneider City Clerk F:\USERS\Pm~hre\WPDOCS\LOANDOC~barnstead\ceba.res.doc 03~CEBA-26 PAGE 1 IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT CEBA LOAN AGREEMENT CEBA LOAN NUMBER: 03-CEBA-26 AWARD DATE: May t57 2003 KIND OF AWARD: Loan/Forqivable Loan AWARD AMOUNT: $607000 THIS COMMUNITY ECONOMIC BETTERMENT ACCOUNT ("CEBA"I AGREEMENT is made by aha among the IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT, 200 East Grand Avenue. Des Moines Iowa 50309 ("Department" or "IDED"), City of Dubuque ("Community"), City Hall. 50 West 13th Street. Dubuaue tA 52001. and Bamstead International ("Business"), 2555 Kerper Boulevard. Dubuque, IA 52001-1478. The Department desires to make a loan to the Community for the benefit of the Business and the Community desires to accept this loan. all upon the terms and conditions set forth in this Agreement. The Community desires to make a loan to the Business and the Business desires to accept this loan. all upon the Terms and conditions set forth in this Agreement. THEREFORE. in consideratio[~ of the mutual promises contained in this Agreement and other good and valuable consideration, it is agreed as follows: ARTICLE I DEFINITIONS As used in this Agreement. the following terms shall apply: 1.1 AGREEMENT EXPIRATION DATE. "Agreement Expiration Date" means the date the Agreement ceases to be in force and effect. The Agreement expires upon the occurrence of one of the following: a) the Loan is repaid in full or required part. including accrued interest, court costs and any penalties: b) the Agreement is terminated by the Department due to any default under Article X: c) no disbursement of CEBA funds has occurred within the twenty four months immediately following the Award Date; or d) if the Agreement includes omy a Forgivable Loan. at the end af the three (3) year contract period if the Business or Community has demonstrated successful completion of the project Job Attainment and Wage Obligation. 1.2 AWARD DATE. "Award Date" means the date on which the Economic Development Board approved the IDED CEBA participation. 1.3 COMMUNITY BASE JOBS. "Community Base Jobs" means the number of Full-time Equivalent (FTE) Jobs the Department determines are in place in the Community at the time of application for CEBA funds and which will remain in the Community whether or not CEBA funds are awarded. Said jobs must be maintained for a minimum of thirteen (13) weeks beyond the Project Completion Date. 1.4 CREATED JOBS, "Created Jobs" means the number of new Full-time Equivalent (FTE) Jobs the Business will add to the Community which meet the Project Wage Obligation over and above the number of Community Base Jobs and/or Retained Jobs, Said jobs must be maintained for a minimum of thirteen (13) weeks beyond the Project Completion Date. 1.5 FORGIVABLE LOAN. "Forgivable Loan" means a loan for which repayment is eliminated in aart or entirely if the Community and Business satisfy the terms of this Agreement, including the Job Attainment and Wage Obligations stated in Article VII. 1.6 FULL-TIME EQUIVALENT (FTE) JOB. "Full-time Equivalent (FTE} Job" means the equivalent of employment of one (1) person for eight (8) hours per da~v for a five {5) day forty (40) hour workweek for fifty two (52) weeks per year. 03-CEBA-26 PAGE 2 1.7 JOB ATTAINMENT OBLIGATION. "Job At(ainment Obligation" means the aggregate total number of Community Base Jobs. Retained Jobs. Created Jobs and State Employment Level pledged by the Community and Business. 1.8 LOAN. "Loan" means either a Conventional Loan or a Forgivable Loan, or both, the terms of which are or may be set forth in this Loan Agreement. 1.9 LOAN AGREEMENT or AGREEMENT. "Loari Agreement" or "Agreement" means this Agreement. the Project budget and all of the notes, leases, assignments, mortgages, and similar documents referred to in the Agreement and all other instruments or documents executed by the Business or Community or otherwise required in connection with the Agreement. including but not limited to the following: a. Attachment A. Project Budget and Attachment B. Project Schedule. b. Attachment B1. Promissory Note of the Business. c. Attachment B2, Promissory Note of the Community. d. Attachment C, CEBA Application for Assistance, e. List of positions and associated hourly rate of pay to be created and/or retained as a result of this project. Those positions paying equal to or greater than the project Wage Threshold must be highlighted. 1.10 PROJECT. "Project" means the detailed description of the work. services, job attainment tee Jirements and other obligations to be performed or accomciished by the Community and Business as described in this Agreement and the CEBA application approved by the Department. 1.11 PROJECT COMPLETION DATE. "Project Completion Date" means June 30, 2006 and is the date by which the Project tasks shall have been fully accomplished including fulfillment of the Job Attainment Obligation. 1.12 PROJECT WAGE OBLIGATION. The "Project Wage Obligation" is at least 90% of the County Average wage as compiled from data from the Department of Employment Services. The "Project Wage Obligation" for this project is a startinq waqe of at least $10.41/hour. 1.13 RETAINED JOBS. "Retained Jobs" means the number of Full-time Equivalent (FTE) Jobs the Department determines are in place in the Community at the time of application for CEBA assistance and which the Business and Community agree will be retained due [o receipt of the CEBA funds. Said jobs must be maintained for a minimum of thirteen (13) weeks beyond the Project Completion Date. ARTICLE II FUNDING 2.1 FUNDING SOURCE. The source of funding for the Loan is an appropriation by the State legislature for the CEBA Program. With respect to the closing of the Loan processing of post-closing documents and administration of the Loan until paid in full the Business and Community shall comply with the requirements, conditions and rules of the Department and any other public or private entity having authority over thefunds or the Loan. 2.2 RECEIPT OF FUNDS. All payments under this Agreement are subject to receipt by the Department of sufficient State funds for the CEBA program. Any termination, reduction or delay of CEBA funds to the Decartment shall, at the option of the Department. result in the termination, reduction or delay of CEBA funds to the Community and the Business. 2.3 PRIOR COSTS. No expenditures made prior to the Award Date may be included as Project costs for the purposes of this Agreement. 03-CEBA-26 PAGE 3 2.4 DISBURSEMENT OF LESS THAN THE TOTAL AWARD AMOUNT. If the total award amount has not oeer disbursed within one hundred twenty (120) days of the Project Completion Date, then the Department shall be under no obligation for further disbursement. And. the Community and Business shall be obligated to the extent of Loan areceeds received. ARTICLE III TERMS OF LOAN 3.1 LOAN. The Department agrees to make a LoanlForqivable Loanto the Community on behalf of the Business in the amount of $60,000. The loan portion of the award is for $30,000 with interest at 0% for 3 years. The Forgivable Loan portion of the award is for $30,000. The terms of the Forgivable Loan are set out in Section 10.4(a) of this Agreement. Interest begins accruing at the date of disbursement of funds. 3.2 PROMISSORY NOTES. The obligation to repay the Loan shall be evidenced by Promissory Notes executed by the Business and the Community. 3.3 OTHER TERMS. Corporate Guaranty from Apoqent Technoloqies 3.4 PREPAYMENT. The outstanding principal and accrued interest of this Loan. or any part thereof that is not forgiven, may be prepaid in part or in full at any time without penalty. 3.5 ACCELERATION UPON DEFAULT. If there is a failure to pay any installment of principal and interest when due. or-only a portion is paid. or in the event of any other default under this Loan, the Department may declare the entire unpaid principal and all accrued interest immediately due and payable. 3.6 FORGIVABLE LOAN Repayment or Waiver. If the award includes a Forgivable Loan. the Department will. in its sole discretion, determine if the Business has satisfied the terms of this Agreement, including fulfillment of the Job Attainment and Wage Obligation by the Project Completion Date. If the Department determines that the Business has satisfied said terms and has continued to satisfy said terms for thirteen (13) weeks past the Project Completion Date men bardng any other default, repayment of principal and interest which would otherwise have accrued for the time period beginning with the Award Date and ending with the Project Completion Date shall be permanently waived. If the Department does not waive repayment, the Loan shall be repaid in accordance with the terms of Article 10.4(a) of this agreement. ARTICLE IV CONDITIONS TO DISBURSEMENT OF FUNDS Unless and until the following conditions have been satisfied, the Department shall be under no obligation to disburse to the Community or Business any amounts under the Loan Agreement: 4.1 AUTHORITY. The Business shall have submitted the following documents to the Department: a. Certificate of Good Standing of the corporation. b. Certified copy of the corporation's Articles of Incorporation. c Certificate of Incumbency naming the current officers and directors ofthe corporation. d. Resolution of the Board of Directors authorizing the corporation's execution and delivery of this Loan Agreement and the Note and borrowing hereunder, and such other papers as the Department may reasonably request: and specifying the officer(s) authorized to execute the Loan Agreement and bind the corporation. 03-CEBA-26 PAGE 4 4.2 PROJECT SCHEDULE. The Community and the Business shall hove submitted a completed Project schedule on the form provided by the Department and received the Department's approval of the Project schedule. 4.3 CONSULTATION WITH EMPLOYMENT SERVICES. The Business shall have provided documentation to the Department that it has consulted with the area Department of Employment Services (DES) Workfome Center office to discuss employment services available. In addition, the Business must provide to DES agencies a list of positions to be created including job descriptions and qualifications. 4.4 LOAN AGREEMENT EXECUTED. The Loan Agreement shall have been properly executed and, where required, acknowledged. 4.5 PROJECT FINANCIAL COMMITMENTS. The Business and Community shall have submitted a letter from each of the following committing to the specified financial involvement in the Project and received the Department's approval of the letters of commitment including rate and terms: SOURCE City of Dubuque Bamstead International NE iowa Community College Cash/Equity Job Trainin9 TYPE AMOUNT Loan 20000 287795 80300 Each letter shall include the amount, terms and conditions of the financial commitment, as well as any applicable schedules. . 4.6 RECORDING. The Business and Community shall have properly recorded in the appropriate office of [he Recorder of Deeds and/or the Secretary of State any mortgage, security agreement, financing statement or similar document required by the Department under the Loan Agreement, with all recording charges paid. 4.7 SOLID AND HAZARDOUS WASTE REDUCTION PLAN. A Business which generates solid or hazardous waste shall have submitted the following information concerning the project site: a. A copy of the completed audit and management plan if the Business has conducted an in-house or an external audit and a corresponding management plan within the last three years: or b. if the Business has not conducted an in-house or external audit and corresponding management plan within the last three years, a copy of a letter from the Iowa Department of Natural Resources or the Iowa Waste Reduction Center indicating they have met with the Business and an external audit has been initiated, or, a copy of the outline of the Business' proposed in-house audit and a description of how and when the audit will be performed. Furthermore, the Business shall submit a copy of the completed in-house or external audit within 30 days of its completion or receipt, which time period shall not exceed 90 days from the disbursement date of the financial assistance. ARTICLE ~ REPRESENTATIONS AND WARRANTIES OF BUSINESS To induce the Department to make the Loan referred to in this Agreement, the Business represents, covenants and warrants that: 5.1 AUTHORITY. The Business is a corporation duly organized and validly existing under the laws of the state of incorporation and is in good standing, and has complied with all applicable laws of the State of lowa. The Business is duly authorized and empowered to execute and deliver the Loan Agreement. Ali action on the Business' par[, such as appropriate resolution of its Board of Directors for the execution and delivery of the Loan Agreemen[. has been effectively taken. 5.2 FINANCIAL INFORMATION. Ali financial statements and related materials concerning the Business and the Project provided to the Department are true and correct in all matedal respects anc~ completely and accurately represent the subject matter thereof as of the effective date of the statements and related materials, and no material adverse change has occurred since that date. 03-CEBA-26 PAGE 5 5.3 APPLICATION. The contents of the application the Business submitted to the Department for CEBA funding is a complete and accurate representation of the Business and the Project as of the date of submission and there has been no material adverse change in the organization, operation, business prospects, fixed properties or key personnel of the Business since the date the Business submitted its CEBA application to the Department. 5.4 CLAIMS AND PROCEEDINGS. There are no actions, lawsuits or proceedings pending or, to the knowledge of the Business. threatened against the Business affecting in any manner whatsoever their rights to execute the Loan or the ability of the Community or Business to make the payments required under the Loan. or to otherwise comply with the obligations of the Business contained under the Loan There are no actions, lawsuits or proceedings at law or in equity, or before any governmental or administrative authority pending or, to the knowledge of the Business, threatened against or affecting the Business or any property or collateral pledged as security for the Loan. 5.5 PRIOR AGREEMENTS. The Community and the Business separately or jointly have not entered into any verbal or written contracts, agreements or arrangements of any kind which are inconsistent with the Loan Agreement. 5.6 EFFECTIVE DATE. The covenants, warranties and representations of this Article are made as of the date of this Agreement and shall be deemed to be renewed and restated by the Business at the time of each advance or request for disbursement of funds, ARTICLE VI COVENANTS OF BUSINESS 6.1 AFFIRMATIVE COVENANTS. Until payment in full or required part, or forgiveness of the Loan, the Business covenants with the Community and tDED that: (a) PROJECT WORK AND SERVICES. The Business shall complete the work and services detailed in its CEBA application by the Project Completion Date. (b) JOB ATTAINMENT OBLIGATION. By the Project Completion Date and as the Agreement may reouire for additional time periods thereafter, the Business shall have fulfilled its Job Attainment Obligation described in Article VII of this Agreement. (c) BUSINESS RETENTION. The Business shall have and maintain in the Community (and State, if required) the Business premises and operations at least through the Agreement Expiration Date, (d) RECORDS AND ACCOUNTS. The Business shall maintain job data information, books, records documents and other evidence pertaining to all costs and expenses incurred and revenues received under this Loan Agreement concerning the project, in sufficient detail to reflect all costs, direct and indirect, of labor, matadals, equipment supplies, services and other costs and expenses of whatever nature, for which payment is claimed under this Loan Agreement. The Business shall retain all records for a period of three (3) years from the Agreement Expiration Date. (e) ACCESS TO RECORDS/INSPECTIONS. The Business shall, upon reasonable notice and at any time (during normal business hours), permit the Community and its representatives and the Department. its representatives or the State Auditor to examine, audit and/or copy (i) any plans and work details pertaining to the Project, (ii) all of the Business' books, records and accounts relating to the Project, and (iii) all other documentation or mataria]s related to this Lean: the Business shall provide proper facilities for making such examination and/or inspection. (f) USE OF LOAN FUNDS. The Business shall expend funds received under the Loan only for the purposes and activities described in its CEBA Application and approved by the Department, (g) DOCUMENTATION. The Business shall deliver to the Community and/or IDED. upon request, (i) coo~es of all contracts or agreements relating to the Project, (ii) invoices, receipts, statements or vouchers relating to the Project, (iii} a list of all unpaid bills for labor and materials in connection with the Project, (iv) budgets and revisions showing estimated Project costs and funds required at any given time to complete and pay for the Project, and (v) current and year-to-date operating statements, including but not limited to a Profit and Loss and Balance Sheet. not older than 03-CEBA-26 PAGE 6 sixty (60) days from the date of request. (h) NOTICE OF PROCEEDINGS. The Business shall promptly notify the Community and IDED of the initiation of any claims, lawsuits, bankruptcy proceedings or other proceedings brought against the Business which would adversely impact the Pro?ct. including, dut not limited to, any proceedings to assert or enforce liens against collateral securing the Loan. (i) REPORTS. The Business shall prepare, sign and submit the following reports to the Community throughout the Project period: Report Due Date Project Schedule Prior to the first draw of CEBA Loan proceeds Semi-Annual Progress May 10th and November 10th for the period Repot[ ending April 30th and October 31st respectively Quarterly "Employer's Contribution and Payroll Report" May lOth and November 10th for the previous calendar quarter Semi-Annual Payroll Register with created and/or retained jobs paying at least $10.41/hr. highlignted. May 10th and November 10th for the payroll Dedod ending April 30th and October 31st respectively Status of CEBA Funds Report To request funds Annual Report Within 90 days after the Business' fiscal year end Final "Employer's Contribution and Payroll Report" with created and/or retained jobs paying at least $10.41/hr highlighted. Within 30 days after the Project Completion Date Final Expenditure Summary Within 30 days of Project Completion Date Solid and Hazardous Waste Plan Within 30 days of completion which shall not exceed 90 days from the date of fund disbursement Annual Solid and Hazardous Waste Progress Report March 31 of each calendar year Payroll Register and "Employer's Contribution Payroll Register" 90 days past the Project Completion Date with created and/ or retained jobs highlighted Within 120 days of Project Completion Date (j) NOTICE OF BUSINESS CHANGES. The Business shall provide prompt advance notice to the Community and the Department of any proposed change in the Business ownership, structure or control which would materially affect the Proiect. (k) NOTICE OF MEETINGS. The Business shall notify the Community and the Department at least ten (10) working days in advance of ali Board of Directors and Stockholders meetings at which the subject matter of this Loan Agreement or Project is proposed to be discussed. The Business shall provide the Department with copies of the agenda ano minutes of such meetings and expressly agrees that a representative of the Department has a right to attend any and 03-CEBA-26 PAGE 7 all such meetings for the purposes of the discussion of the Project and the Loan. (1) MAINTENANCE OF PROJECT PROPERTY AND INSURANCE. The Business shall maintain the Project property in good repair and condition, ordinary wear and tear excepted, and shall not suffer or commit waste or damage upon the Project property. At the Department's request, the Business shall pay for and maintain insurance against loss or damage by fire, tornado, and other hazards, casualties, and contingencies and all risks from time to time included under "extended coverage" policies. This insurance shall be in an amount not less than the full insurable value of the Project property. The Business shall name the Community and Department as a mortgagee and/or an additional loss payee as appropriate and submit copies of the policies to the Department. (m) INDEMNIFICATION. The Business shall indemnify and hold harmless the Department, its officers and employees, from and against any and all losses, except those losses incurred by the Department resulting from willful misconduct or negligence on its or their part. The Business shall indemnify and hold harmless the Community, its officers and employees from and against any and all losses, except those losses incurred by the Community resulting from willful misconduct or negligence on its or their part, which losses shall include losses of the Community incurred in indemnifying and holding harmless the Department. (n) PROJECT FEES. The Business shall promptly pay all appraisal survey, recording, title, license. 2ermit and other fees and expenses incurred incident to the Loan. (o) INTEREST AND SURPLUS PROCEEDS. The Business shall return all unexpended Loan proceeds and interest accrued on Loan proceeds to the Community within thirty (30) days after the Project Completion Date. (p) (PROJECTS WITH CEBA AWARDS GREATER THAN $500,000). Business shall provide at least 80% of the cost of standard medical and dental insurance for Full-time Equivalent (FTE) employees. 6.2 NEGATIVE COVENANTS. So long as the Business is indebted to IDED and/or Community, the Business shall not, without prior wdtten disclosure to the Community anc DED and prior written consent of IDED (unless IDED prior approval is expressly waived below), directly or indirectly: (a) BUSINESS' INTEREST. Assign waive or transfer any of Business' rights, powers, duties or obligations under this Loan Agreement. (b) PROPERTY/COLLATERAL Sell. transfer, convey, assign, encumber or otherwise dispose of any of the real property or other collateral securing the Loan. (c) RESTRICTIONS, Place or permit any restrictions, covenants or any similar limitations on the real propert7 and/or other collateral securing the Loan. (d) REMOVAL OF COLLATERAL. Remove from the Project site or the State all or any part of the collateral securing the Loan. (e) RELOCATION OR ABANDONMENT. Relocate its operations, physical facilities or jobs (including Created. Retained and Community Base Jobs) assisted with the Loan proceeds outside the Community or abandon its operations or facilities or a substantial portion thereof within the Community during the Loan term. (f) BUSINESS OWNERSHIP. Materially change the ownership structure or control of the business affecting the Project, including but not limited to, entering into any merger Or consolidation with any person, firm or corporation or permitting substantial distribution, liquidation or other disposal of business assets directly associated with the Project. Changes in the business ownership, structure or control which do not materially affect the Project shall require forty-five (45) days prior written notice of the Community and Department, but not written consent of, the Department. The materiality of the change and whether or not the change affects the Project shall be determined by the Department. (g) BUSINESS OPERATION. Materially change the nature of the business being conducted, or proposed to be conducted, as described in the Business' application for CEBA funding. 03-CEBA-26 · PAGE 8 ARTICLE VII JOB ATTAINMENT AND WAGE OBLIGATION 7.1 COMMUNITY EMPLOYMENT LEVEL. On the Project Completion Date, the Business shall have in the Community a total of 386 FTE Jobs as set forth below: PROJECT EMPLOYMENT ATTAINMENT OBLIGATION WAGE OBLIGATION Community Based Jobs 366 N/A Retained Jobs 0 N/A Created Jobs 20 $10.41/hr TOTAL 386 20 @ at least $10.41/hr and an average wage of at least $16.59/hr 7.2 STATE EMPLOYMENT LEVEL, On the Project Completion Date the Business shall have a minimum employment level in the State of Iowa, exclusive of its Community employment level, of at least N/A FTE Jobs. This State mimmum employment level shall also be maintained through the thirteenth (13th) week after the Project Completion Date. 7.3 CALCULATION OF JOB ATTAINMENT OBLIGATION· The Department has the final authority To assess whether the Business has met its Job Attainment and Wage Obligation at the Project Completion Date. The Department shall determine the number of Community Base. Retained and Created FTE Jobs maintained, retained and created by the Business. The Community and the Department reserve the right to monitor and measure at any time during the Agreement term the number of FTE .lobs maintained and/or retained and/or created by the Business. ARTICLE VIII COVENANTS OF THE COMMUNITY 8.1 AFFIRMATIVE COVENANTS. Until payment in full or required part, or forgiveness ofthe Loan, the Community covenants with IDED that: (a) PROJECT WORK AND SERVICES. The Community shall perform work and services detailed in the CEBA application by the Project Completion Date. (b) REPORTS REVIEVV. The Community shall review and sign the reports prepared by the Business as required under the Loan Agreement and forward them to the Department. The reports shall be submitted by the Community by the 15th of the month of receipt, and for the final reports, within sixty (60) days after the Project Completion Date or Agreement Expiration Date period, whichever is applicable. (c) RECORDS. The Community shall maintain books, records and documents in sufficient detail to demonstrate compliance with the Loan Agreement and shall maintain these materials for a period of three (3) years beyond the Agreement Expiration Date. (d) FILING. The Community shall file in a proper and timely manner any an(~ all Security Instruments required in connection with the Loan. naming the Department as co-security holder as required in Article 9.1 and promptly providing the Department with date-stamped copies of said Security Instruments. The Community shall, at the Department's request, obtain and provide to the Department lien searches or attorney's fitle opinions. (e) INDEMNIFICATION. The Community shall indemnify and hold harmless the Department, its officers and employees as defined in Article 9.4(b). (f) REQUESTS FOR LOAN FUNDS. The Community shall review the Business' requests for Loan funds to ensure that the requests are in compliance with the Department's requisition procedures and shall execute and forward the requests to the Department for processing. (g) REPAYMENTS. The Community shall promptly forward to the Department all Loan repayments received from the Business. 03-CEBA-26 PAGE 9 (h) UNUSED LOAN PROCEEDS. The Community shall return all unused Loan proceeds, including interest accrued on Loan proceeds, to the Department within thirty (30) days after the Project Completion Date. (i) NOTICE OF MEETINGS. The Community shall notify the Department at least ten (10) days in advance of all public or closed meetings at which the subject matter of this Loan and/or the Project is proposed to be discussed. The Community shall provide the Department with copies of the agenda and minutes of such meetings and expressly agrees that a representative of the Department has the right to attend any such meetings for the purposes of the discussion of the Project and/or the Loan. (j) NOTICE TO DEPARTMENT. In the evedt the Community becomes aware of any material alteration in the Project, initiation of any investigation or proceeding involving the Project or Loan, change in the Business' ownership, structure or operation, or any other similar occurrence, the Community shall promptly notify the Department. (k) RESPONSIBILITY UPON DEFAULT. If the Business fails to perform under the terms of the Loan Agreement and the Department declares the Business in default, the Community shall be primarily responsible for recovery of Loan proceeds, as well as penalties, interest, costs and foreclosure on collateral. The Department may also initiate an action to recover such proceeds, or may intervene in any action commenced by the Community. 8:2 NEGATIVE COVENANTS. So long as the Business is indebted to IDED and loan paymedts are in arrears or past due, the Community shall not, without written consent of IDED: (a) ACCEPTANCE OF LOAN REPAYMENTS. Accept any loan repayments and/or settlements on community funds considered local effort in this agreement. (b) ASSIGNMENT. Assign its rights and responsibilities under this Loan Agreement (c) ALTER FINANCIAL COMMITMENTS. Alter, accelerate or otherwise change the terms of the Community's financial commitment to the Business as set forth in Article 4.5. Agreement. (d) ADMINISTRATION. Discontinue administration or loan servicing activities under the Loan ARTICLE IX SECURITY 9.1 SECURITY INSTRUMENTS. The Business shall execute in joint favor of the Community and the Department all security agreements, financing statements, mortgages, personal and/or corporate guarantees (hereafter. "Security Instruments") as required by the Department. The following Security Instruments shall be executed by me Business: Corporate Guaranty from Apoqent Technoloq~es 9.2 FINANCING STATEMENT. if the Department requires the filing of a financing statement, the Community shall provide the Department with a copy of the date-stamped financing statement and a certified lien search which reflects the recordation of the secudty interests of the Department and the Community and all other lien-holder of record. The Community shall ensure that the financing statement(s) include language approved by the Department to secure its interests. 9.3 MORTGAGE. If the Department requires the filing of a mortgage, the Community shall provide the Department with a copy of the date-stamped, recorded mortgage and an attorney's Opinion of Title reflecting the interests of the Community and the Department. 9.4 COMMUNITY LIABILITY. (a) The Community shall be solely responsible for the proper and timely filing of all Security Instruments executed by the Business pursuant to this Article. 03-CEBA-26 PAGE 10 (b) The Community's liability under this Loan Agreement is limited to those amounts which the Community recovers from the Business in unused Loan proceeds, enforcement of judgments against the Business and through its good faith enforcement of the Security Instruments executed by the Business under this Article. Nothing in this paragraph shall limit the recovery of principal and interest by the Deoartment in the event of Community's fraud. negligence, or gross mismanagement in the application for. or use of, sums Ioanec under the Loan Agreement. 9.5 COST VARIATION. In the event that the total Project cost is less than the amount soecified in this Agreement, the CEBA participation shall be reduced at the same ratio as CEBA funds are to the total Project cost, and any disbursed excess above the reduced CEBA participation amount shall be returned immediately to tDED with interest at the rate of six percent (6%) per annum from the date of disbursement by IDED. ARTICLE X DEFAULT AND REMEDIES 10.1 EVENTS OF DEFAULT. The following shall constitute Events of Default under this Loan Agreement: (a) MATERIAL MISREPRESENTATION. if at any time any representation, warran[y or statement made or furnished to the Department by, or on behalf of, the Business or Community ~n connection with this Loan Agreement or to induce the Department to make a loan to the Community and/or Business shall be determined by the Department to be incorrect, false misleading or erroneous in any material respect when made or furnished and shall not have been remedied to the Department's satisfaction within thirty (30) days after written notice by the Department is given to the Business or Community. (b) NON-PAYMENT. If the Business fails to make a payment when due under the terms of this Loan Agreement within thirty (30) days following written notice of such overdue payment is given to the Business by the Department. (c) NONCOMPLIANCE. If there is a failure by the Business or Community to comply with any of the covenants, terms or conditions contained in this Agreement or Secudty Instruments executed eursuant to this Agreement (d) PROJECT COMPLETION DATE. If the Project. in the sole judgment of the Department. is not comoleted on or before the Project Completion Date. (e) JOB ATTAINMENT OBLIGATION. if the Business. in the exclusive judgment of the DePartment. fails to meet its Job Attainment and Wage Obligation, (f) BUSINESS CHANGES. If there is a material change in the Business ownership, structure or control which occurs without the prior written disclosure to and if required, written permission of the Department (g) RELOCATION OR ABANDONMENT. If there is a relocation or abandonment of the Business or jobs created or retained under the Project, (h) MISSPENDING. If the Business or Community expends Loan proceeds fer purposes not described in the CEBA application or authorized by the Department. (i) INSOLVENCY OR BANKRUPTCY If the Business becomes insolvent or bankrupt, or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, or the Business applies for or consents to the appointment of a trustee or receiver for the Business or for the major part of its property; or if a trustee or receiver is appointed for the Business or for all or a substantial part of the assets of the Business and the order of such appointment is not discharged, vacated or stayed within sixty (60) days after such appointment: or if bankruptcy, reorganization, arrangement insolvency, or liquidation proceedings or other proceedings for relief under any bankruptcy or similar law or laws for the relief of debtors, are instituted by or against the Business and. if instituted against the Business is consented to, or, if contested by the Business is not dismissed by the adverse parties or by an order, decree or judgment within sixty (60) days after such institution. 03-CEBA-26 PAGE 11 (j) INSURANCE. If loss, theft, damage or destruction of any substantial portion of the property of the Business occurs for which there is either no insurance coverage or for which, in the opinion of the Department, there is insufficient insurance coverage. (k) INSECURITY. The Department shall deem itself insecure in good faith and reasonably believes, after consideration of all the facts and circumstances then existing, that the prospect of payment and satisfaction of the obligations under this Agreement, or the performance of or observance of the covenants in this Agreement, or the value of its collateral is or will be materially impaired. 10.2 NOTICE OF DEFAULT. The Department shall issue a wdtten notice of default providing therein a thirty (30) day pedod in which the Business shall have an opportunitz to cure. provided that cure is possible and feasible. 10.3 REMEDIES UPON DEFAULT. If the default remains unremedied. IDED shall have the right, in addition to any rights and remedies available to it under any of the Security Instruments, [o do one or more of the following: (a)' exercise any remedy provided by taw; (b) declare the unpaid principal plus interest then accrued on the Note due and payable immediately without presentment, demand, protest, notice of protest, notice of intention to accelerate or other notice of any kind. all of which are expressly waived by the Business. 10.4 FAILURE TO MEET JOB ATTAINMENT OBLIGATION. If the Business is determined by the Department to be in default of the Loan Agreement due to meeting tess than one hundred percent (100%'~ of its Job Attainment and Wage Obligation. the Department may require full Loan repayment as described in section 10.3 above or at its discretion the Department may permit repayment of Loan proceeds using the following criteria: (a) FORGIVABLE LOANS. If the CEBA award is a Forgivable Loan. interest buy-down or interest subsidy, the Department may require repayment of Loan aroceeds as follows: A three-year $30,000 forgivable loan. There will be no principal or interest payments or accruals for years one. ~vo and three. At the project completion date if the Business has fulfilled at least 50% of its job creation/retention (if applicable) and wage obligation, $1,500 will be forgiven for each new FTE job created/retained (if applicable) and maintained for at least ninety days past the project completion date. Any balance (shortfall) will be amortized over a two year period (beginning at the project completion date) at six (6%) percent interest per annum with equal monthly payments, and, interest will be charged at six (6%) percent per annum from the date of the first CEBA disbursement on the shortfall amount with that amount accrued as of the project completion date being due and payable immediately, tf the Business has a current loan balance, the shortfall balance and existing balance will be combined to reflect a single monthly payment. (b) CONVENTIONAL LOANS. If the Business received a Loan at a rate that is below the annual interest rate for non-compliance as set periodically by the IDED Board the remaining principal amount of the Loan may be prorated between the percentage of FTE Jobs created/retained (if applicable) at the Project Wage Threshold and the pementage of the shortfall. The shortfall principal portion may be amortized over the remaining term of the Loan. beginning at the Project Completion Date. at an annual interest rate as determined periodically by the IDED Board. Interest will be charged beginning from the date Loan proceeds were disbursed to the Community on behalf of the Business: interest accrued from this date will be due immediately. The pro rata portion of the Loan associated with the percentage of FTE Jobs created will be amortized at the original rate and term. ARTICLE Xl DISBURSEMENT PROCEDURES 11.1 REQUEST FOR REIMBURSEMENT. All disbursements of proceeds shall be subject to receipt by the Department of reouests for disbbrsement submitted by the Community. Requests for disbursement shall be in form and content acceptable to the Department. 03-CEBA-26 PAGE 12 ARTICLE Xll GENERAL TERMS AND PROVISIONS 12.1 BINDING EFFECT. This Loan Agreement shall be binding upon and shall inure to the benefit of the Department, Community and Business and their respective heirs, successors, legal representatives and assigns. The obligations, covenants, warranties, acknowledgments, waivers, agreements, terms, provisions and conditions of this Loan Agreement shall be jointly and severally enforceable against the parties to this Loan Agreement. 12.2 COMPLIANCE WITH LAWS AND REGULATIONS. The Community and Business shall comply with all applicable State and Federal laws, rules (including the administrative rules adopted by the Department for the CEBA Program - 261 Iowa Administrative Code, chapter 53 ), ordinances, regulations and orders. 12.3 TERMINATION FOR CONVENIENCE. In addition to termination due to an Event of Default or non- appropriation of CEBA funds, this Loan Agreement may be terminated in whole, or in part, when the Department, Community and the Business agree that the continuation of the Project would not produce beneficial results commensurate with the future disbursement of Loan funds. The Department, Community and Business shall agree upon the termination conditions. The Community and Business shall not incur new obligations after the effective date of the termination and shall cancel as many outstanding obligations as is reasonably possible. The Department will allow full credit to the Community or the Business for the Department share of the non-cancelable obligations allowable under the Loan Agreement and properly incurred by the Community or Business prior to termination. 12.4 PROCEDURE UPON TERMINATION. If the Loan Agreement is terminated for convenience, an Event of Default or non-appropriation of CEBA funds, disbursements shall be allowed for costs up to the date of termination determined by the Department to be in compliance with this Loan Agreement. The Community and the Business shall return to the Department all unencumbered Loan proceeds within one (1) week of receipt of Notice of Termination. Any costs previously paid by the Department which are subsequently determined to be unallowable through audit, monitoring or closeout procedures shall be returned to the Department within thirty (30) days of the disallowance. 12.5 SURVIVAL OF AGREEMENT. If any portion of this Loan Agreement is held to be invalid or unenforceable, the remainder shall be valid and enforceable. The provisions of this Loan Agreement shall survive the execution of all instruments herein mentioned and shall continue in full force until the Loan is paid in full. 12.6 GOVERNING LAW. This Loan Agreement and all Security Instruments shall be interpreted in accordance with the law of the State of Iowa, and any action relating to the Loan Agreement shall only be commenced in the Iowa District Court for Polk County or the United States District Court for the Southern District of Iowa. 12.7 MODIFICATION. Neither this Loan Agreement nor any provision of the Security Instruments executed in connection with this Loan Agreement may be changed, waived, discharged or terminated orally, but only by a written document signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. 12.8 NOTICES. Whenever this Loan Agreement requires or permits any notice or written request by one party to another, it shall be in wdting, enclosed in an envelope, addressed to the party to be notified at the address heretofore stated (or at such other address as may have been designated by written notice), properly stamped, sealed and deposited in the United State Mail. Any such notice given hereunder shall be deemed delivered upon the earlier of actual receipt or two (2) business days after posting. The Department may rely on the addresses of the Business and Community set forth heretofore, as modified from time to time, as being the addresses of the Community and Business. 12.9 INVESTMENT OF LOAN FUNDS. Temporarily idle Loan proceeds held by the Community or Business may be invested provided such investments shall be in accordance with State law shall be controlled by the Community or Business, and any interest accrued shall be credited to and expended on the Project prior to the expenditure of other Loan proceeds. All Loan proceeds remaining, including accrued interest, after all allowable Project costs have been paid or obligated shall be returned to the Department within thirty (30) days after the Project Completion Date. 12.10 WAIVERS. No waiver by the Department of any default hereunder shall operate as a waiver of any other default or of the same default on any future occasion. No delay on the part of the Deoartment in exercising any right or remedy hereunder shall operate as a waiver thereof No single or partial exercise of any right or remedy by the Department shall preclude future exercise thereof or the exercise of any other right or remedy. 03-CEBA-26 PAGE 13 12.11 LIMITATION. It is agreed between the C, ommunity and the Business that the Department shall not unaer any circumstances, be obligated financially under this Loan Agreement exceot to disburse funds according to the terms of the Agreement. 12.12 ENFORCEMENT EXPENSES. The Business shall pay upon demand any and all reasonable fees and expenses of the Community and/or the Department. including the fees and expenses of their attorneys, experts and agents, in connection with the exemise or enfomement of any of the rights of the Department and/or Community under the Loan Agreement. 12.13 HEADINGS. The headings in this Loan Agreement are intended solely for convenience of reference and shall be given no effect in the construction and interpretation of this Loan Agreement. 12.14 FINAL AUTHORITY. The Department shall have the final authority to assess whether the Business has met its Job Attainment Obligation and whether the Community and Business have otherwise complied with the terms of this Agreement. 12.15 INTEGRATION. This Loan Agreement contains the entire understanding between the Community, Business and the Department and any representations that may nave peen made before or after the s,gning of this Loan Agreement, which are not contained herein, are non-binding, void and of no effect. None of the parties have relied on any such prior representation in entering into this Loan Agreement. 12.16 COUNTERPARTS. This Agreement 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 tN WITNESS WHEREOF, the parties have executed this LOan Agreement effective as of the Award Date first stated. COMMUNITY: Attorney for City of Dubuque Approved as to form and content. COMMUNITY: City of Dubuque BY: BY: Terrance M. Duggan, Mayor City Hall~ 50 West 13th Street. Dubuque, tA 52001 IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT: BY: Kenneth H. Boyd, Business Finance Manager Division of Business Development BUSINESS: Barnstead International BY: Duncan Ross, President 2555 Kerper Boulevard. Dubuque, IA 52001-1478 CEBA Name of Recipient: Program Year: City of Dubuque/Bamstead International 103 -CEBA-26) 02/03 IOWA CEBA RECIPIENT BUDGET SUMMARY ATTACHMENT A To be filled in by IDED: Original: Ammendment #: PROJECT DESCRIPTION PERFORMANCE TARGET AMOUNT BUDGETED CEBA RECIPIENT BUSINESS OTHER TOTAL FUNDS FUNDS FUNDS FUNDS . .A.c. tj .v!ty..'1..~ ........................................... Community Base 366 Building Remodeling Created 20 $7,500 $7,500 Retained 0 TOTAL 386 .A..c. tj .v!~ .2.:. ........................................... Created/retained positions Machinery and Equipment must have a starting wage $60,000 $20,000 $58,000 $138,000 of at least $10.41/hr. and an average wage of at least $16.59/hr. .~.c. tjy!ty..3.: ............................................ Furniture and Fixtures $23,900 $23,900 .~.c. tjy!~ .4.:. ........................................... 'rransition Cost/Job Training $178,395 $80,000 $258,395 (NEIACC) .~.q~ .vlty..5.~. ........................................... Recruitment $20,000 $20,000 TOTAL AMOUNT OF ALL FUNDS BUDGETED $60,000 $20,000 $287,795 $80,000 $447,795 ATTACHMENT B CEBA Name of Recipient: City of Dubuque/Barnstead International (03-CEBA-26) IOWA CEBA RECIPIENT PROGRAM SCHEDULE 2003 PROJECT ACTIVITY: Loan to the City of Dubuque 1St Qtr. 2na Qtr. 3m Qtr. 4TM Qtr. for Barnstead, Inc. A M J J ^ S O N D J F M Milestones: / /I // // // /1/ 1. Building Remodeling 2. Machinery and Equipment 3. Furniture and Fixtures 4. Transition Cost/Job Training 5, Recruitment 6. 7, 2004 PROJECT ACTIVITY: Loan to the City of Dubuque 5s~ Qtr. 6th Qtr. 7th Qtr. 8th Qtr. for Bamstead, Inc. A M J J A S O N ID J F M Milestones: II // I/I I/ I /I 1. Building Remodeling 2. Machinery and Equipment 3. Furniture and Fixtures 4. Transition Cost/Job Training 5. Recruitment 6. 7o ATTACHMENT B CEBA Name of Recipient: City of Dubuque/Barnstead International (03-CEBA-26) IOWA CEBA RECIPIENT PROGRAM SCHEDULE 20O5 PROJECT ACTIVITY: Loan to the City of Dubbque 9th Qtr. 10th Qtr. 11th Qtr. 12TM Qtr. for Barnstead, Inc. A M J JA S O N D J F M Milestones: I// / //11 / / II 1. Building Remodeling 2. Machinery and Equipment 3. Furniture and Fixtures 4. Transition Cost&lob,Training 5. Recruitment 6. 7. 03-CEBA-26 PAGE 14 ATTACHMENT BI- PROMISSORY NOTE - BUSINESS IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT CEBA PROGRAM PROMISSORY NOTE Loan Number: 03-CEBA-26 Des-Moines, Jowa (City and State) $60,000 May 15, 2003 (Date) FOR VALUE RECEIVED, the undersigned (hereafter called the "Maker") promises to pay to the order of City of Dubuque (hereafter called the "Payee"), at its office at City Hall, 50 West 13th Street, Dubuque, IA 52001, or upon notice to the Maker. at such other place as may be designated from time to time by the holder, me principal sum of $60,000, to be paid as follows: A $30,000 loan at (0%) interest to be paid as follows: 36 equal monthly payments of $833.33 beginning on the first day of the fourth month from tne date CEBA funds are disbursed. Final ~ayment may vary depending upon dates payments are received. Such payments shall De appliec first on interest then due and the remainder on principal. And, a $30,000 for.qivable loan at six (6%) percent interest to be paid as follows: A three-year $30,000 forgivable loan. There will be no pnncipal or interest payments or accruals for years one. two and three. At the project completion date if the Business has fulfilled at least 50% of its job creation/retention (if applicable) and wage obligation, $1,500 will be forgiven for each new FTE job created/retained (if applicable) and maintained for at least ninety days past the project completion date. Any balance (shortfall) will be amortized over a two year period (beginning at the project completion date) at six (6%) percent interest per annum with equal monthly payments, and. interest will be charged at six (6%) percent per annum from the date of the first CEBA disbursement on the shortfall amount with that amount accrued as of the project completion date being due and payable immediately. If the Business has a current loan balance. [he shortfall balance and existing balance will be combined to reflect a single monthly payment. 1. Payments. All payments under the Note shall be applied in this order.' (1) To interest, and (2) to principal. 2. Loan Agreement; Acceleration Upon Default. This Note is issued by Maker to evidence an obligation to repay a loan according to the terms of Loan Agreement #03-CEBA-26 of May 15, 2003 between the Payee and Maker and, at the election of the holder without notice to the Maker, shall become immediately due and payable in the event any payment is not made when due or upon the occurrence of any event of default under the terms of the Loan Agreement. 3. Reduced Amount. In the event the Maker fails to requisition and spend the full face amount of the Note as set out above, then the amount of each installment payment shall be reduced accordingly in equal amounts. 4. Security. Payment of this Note is secured by Corporate Guaranty from Apoqent Technoloqies and the holder is entitted to the benefits of the security therein described. tn case of a decline in the market value of the collateral, or any part thereof, the Payee may demand that additional collateral of quality and value satisfactory to holder be delivered, pledged and transferred to holder. 03-CEBA-26 PAGE 15 $. Waiver. No delay or omission on the part of the holder in exercising any right under this Note shall operate as a waiver of that right or of any other right under this Note. A waiver on any one occasion shall not be construed as a bar to or waiver of any right and/or remedy on any future occasion. 6. Waiver of Protest. Each maker, surety, endorser and guarantor of this Note, expressly waives presentment, protest, demand, notice of dishonor or default, and notice of any kind with respect to this Note. 7. Costs of Collection. The Maker will pay on demand all costs of collection, maintenance of collateral, legal expenses, and attorneys' fees incurred or paid by the holder in collecting and/or enforcing this Note on default. 8. Meaning of Terms. As used in this Note, "holder" shall mean the Payee or other endorsee of this Note, who is · in possession of it, or the bearer hereof, if this Note is at the time payable to the bearer. The word "Maker" shall mean each of the undersigned. If this Note is signed by more than one person, it shall be the joint and several liabilities of such persons, 9. Miscellaneous. The captions of paragraphs in this Promissory Note are for the convenience of reference on~y, shall not define or limit the provisions hereof and shall not have any legal or other significance whatsoever. ADDRESS: 2555 Kerper Boulevard Dubuque, IA 52001-1478 Barnstead International: BY: Duncan Ross. President ATTEST: (Signature, Title) 03-CEBA-26 PAGE 16 ATTACHMENT B2 PROMISSORY NOTE - COMMUNITY IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT CEBA PROGRAM PROMISSORY NOTE Loan Number 03-CEBA-26 Des Moines, Iowa (City and State) $60,000 May 15, 2003 (Date) FOR VALUE RECEIVED the undersigned (hereafter called the "Maker") promises to pay to the order of the State of Iowa, Department of Economic Development (hereafter called the "Payee"), at its office at 200 East Grand Avenue, Des Moines. Iowa 50309. or upon notice to the Maker, at such other place as may be designated from time to time by the holder, the principal sum of $60,000, to be paid as follows: A $30,000 loan at (0%) interest to be paid as fellows: 36 equal monthly payments of $833.33 beginning on the first day of the fourth month from the date CEBA funds are disbursed. Final payment may vary depending upon dates payments are received, Such payments shall be applied first on interest then due and the remainder on principal. And, a $30,000 forgivable loan at six (6%) percent interest to be paid as follows: A three-year $30,000 forgivable loan. There will be no principal or interest payments or accruals for years one. two. and three. At the project completion date. if the Business has fulfilled at least 50% of its job creation/retention (if applicable) and wage obligation, $1,500 will be forgiven for each new FTE job created/retained (if applicable) and maintained for at least ninety days past the project completion date. Any balance (shortfall} will be amortized over a two year pedod (beginning at the project completion date) at six (6%) percent interest per annum with equal monthly payments, and, interest will be charged at six (6%) percent per annum from the date of the first CEBA disbursement on the shortfall amount with that amount accrued as of the project completion date being due and payable immediately. If the Business has a current loan balance, the shortfall balance and existing balance will be combined to reflect a single monthly payment. 1. Payments. Ali payments under the Note shall be applied in this order: (1) to interest, and (2) to principal 2. Loan Agreement; Acceleration Upon Default. This Note is issued by Maker to evidence an obligation to repay a loan according to the terms of Loan Agreement #03-CEBA-26 of May 15, 2003 between the Payee and Maker and. at the election of the holder without notice to the Maker, shall become immediately due and payable in the event any payment is not made when due or upon the occurrence of any event of default under the terms of the Loan Agreement. 3. Limitation. Maker's liability for the repayment of this Note is limited to those amounts Maker collects through its good faith enforcement of security interest which Maker represents that it has obtained or will obtain as required by the above-referenced Loan Agreement. Upon exhaustion of its rights in the collateral granted by such secudty interesT, the Maker will have no liability for any deficiency owing Payee under this Note. Nothing in this paragraph shall limit the recovery of principal and interest by Payee in the event of Maker's fraud, negligence, or gross mismanagement in the application for, or use of, sums loaned under the above-refarenced Loan Agreement. 4. Reduced Amount. In the event the Maker fails to requisition and spend the full face amount of the Note as set out above, then the amount of each installment payment shall be reduced accordingly m equal amounts. 03-CEBA-26 PAGE 17 5. Secur'~y. Payment of this Note is secured by Corporate Guaranty from Apoqent Technologies and the holder is entitled to the benefits of the security therein described. In case of a decline in the market value of the collaterel, or any part thereof, the Payee may demand that additional collateral of quality and value satisfactory to holder be delivered, pledged and transferred to holder. 6. Waiver. No delay or omission on the part of the holder in exercising any right under this Note shall operate as a waiver of that right or of any other right under this Note. A waiver on any one occasion shall not be construed as a bar to or waiver of any right and/or remedy on any future occasion. 7. Waiver of Protest. Each maker, .surety, endorser and guarantor of this Note, expressly waives presentment, protest, demand, notice of dishonor or default, and notice of any kind with respect to this Note. 8. Costs of Collection. The Maker wilt pay on demand all costs of collection, maintenance of collateral, legal expenses, and attorneys' fees incurred or paid by the holder in collecting and/or enforcing this Note on default. 9. Meaning of Terms. As used in this Note, "holder" shall mean the Payee or other endorsee of this Note, who is in possession of it, or the bearer hereof, if this Note is at the time payable to the bearer. The word "Maker" shall mean each of the undersigned. If this Note is signed by more than one person, it shall be the joint and several liabilities of such persons. t0. Miscellaneous. The captions of paragraphs in this Promissory Note are for the convenience of reference only, shall not define or limit the provisions hereof and shall not have any legal or other significance whatsoever. ADDRESS: City Hall, 50 West 13th Street Dubuque, IA 52001 City of Dubuque: BY: /s/ Terrance M. Duggan, Mayor Attest: /s/ Jeanne F. Schneider, City Clerk MEMORANDUM Apdl 28, 2003 TO: FROM: SUBJECT: The Honorable Mayor and City Council Members Michael C. Van Milligen, City Manager Bamstead International Community Economic Betterment Account (CEBA) Application Barnstead International has announced a proposal to expand the Dubuque operations on Kerper Boulevard by transferring product and jobs of Every Ready Thermometer Company (ERTCO), a manufacturing leader in thermometry instrumentation. Bamstead internationa! wil! incm. ease_cmpio~,:ment by 20 ¢o~',t~p~, and .rgtaJ.Qj.n_gn JheJLr employees. The expansion is conditioned on the approval of a State of Iowa CEBA application on behalf of the company. As required by the CEBA program, the application requires a commitment of City funds to the project. Economic Development Director Bill Baum recommends City Council authorization to submit a CEBA application for a $60,000 partially forgivable loan on behalf of Barnstead International, with a commitment of $20,000 in local matching funds from UDAG funds budgeted for economic development purposes. I concur with the recommendation and respectfully request Mayor and City Council approval. Michael C. Van Milligen MCVM/jh Attachment cc: Barry Lindahl, Corporation Counsel Cindy Steinhauser, Assistant City Manager William Baum, Economic Development Director CITY OF DUBUQUE, IOWA MEMORANDUM TO: FROM: SUBJECT: April 28, 2003 Michael Van Milligen, City Manager Bill Baum, Economic Development Director~ ~ Barnstead International Community Economic Betterment Account (CEBAI Application INTRODUCTION This memorandum presents for City Council review and approval a resolution authorizing the submission of a Community Economic Betterment Account (CEBA) program application to the Iowa Department of Economic Development on behalf of Bamstead International, a -i~ationai~anufacturer of.laboratory equipment-and dental produ~$. BACKGROUND Bamstead International has announced a proposal to expand the Dubuque operations on Kerper Boulevard by transferring product and jobs of Ever Ready Thermometer Company (ERTCO), a manufacturing leader in thermometry instrumentation. Barnstead International will increase employment by 20 positions, and retaining their existing employees. , The expansion is conditioned on the approval of a State of Iowa CEBA application on behalf of the company. As required by the CEBA program, application requires a commitment of City funds to the project. DISCUSSION Over the next two years, Bamstead International will employ 20 new employees averaging $34,500 per year. To help fund this expansion, the Company has requested a partially forgivable CEBA loan of $60,000. The Company will be investing $447,495 in relocation expenses, equipment, and training costs. Additionally, the cost to terminate an existing lease and provide severance at New Jersey is $1,200,000. City assistance as public match for the CEBA application is required, and is proposed to be $20,000 from the City's UDAG account. The Company is also asking for Enterprise Zone (EZ) benefits through the City and State. No other City funds will :)e provided through EZ. The CEBA application is in the process of being completed. Attached are relevant pages from the application, as well as a listing of positions, wages, and benefits. RECOMMENDATION I recommend that the City Council authorize the submission of a CEBA application for a $60,000 partially forgivable loan on behalf of Bamstead International, with a commitment of $20,000 in local matching funds. This project is consistent with the City's goals to expand local business, increase the number of higher wage jobs and further diversify our economic base. ACTION STEP The action step for the City Council is to adopt the attached resolution. attachment F:~USERS~WBaum~Gen ED\Bamstead International\MEMO ON CEBA APP.doc RESOLUTION NO. A RESOLUTION AUTHORIZING THE FILING OF A COMMUNITY ECONOMIC BETTERMENT ACCOUNT (CEBA) APPLICATION ON BEHALF OF BARNSTEAD INTERNATIONAL Whereas, Barnstead International has proposed the expansion of its existing operations; and Whereas, the City Council of Dubuque, Iowa has considered said proposal and has determined that the proposed project will contribute to the local economy through the creation of over~20 new jobs for area residents; and Whereas, the Iowa Department of Economic Development's Community Economic Betterment Account (CEBA) was designed to assist in the economic development efforts of local jurisdictions; and Whereas, the City of Dubuque, Iowa is eligible to apply for funding from the Community Economic Betterment Account program; NOt.~~, THEREFORE, BE.IT RESOLVED BY THE C!_-FYCOUNCll -,qF TJ-JEC!3-~D? DUBUQUE, IOWA: Section 1. That the filing of an application for participation in the Iowa Community Economic Betterment Account program on behalf of Bamstead International is approved. Section 2. That the local match as identified in the application is hereby approved, ,subject to the CEBA application approval. Section 3. That the Mayor is hereby authorized to execute and the City Manager is hereby directed to submit said application to the State of Iowa Economic Development Commission together with such documents as may be required. Passed, approved, and adopted this 5th day of May, 2003. Attest: Terrance M. Duggan, Mayor Jeanne Schneider, City Clerk F:~LISERS\VVBaum~-en ED~.Bamstead I~temafional',Resolution approving CEBA app.doc SMART IDEA Michael Blouin, Director Iowa Department of Economic Development Application For CEBA Financial Assistance Division of Business Development Iowa Department of Economic Development Community Economic Betterment Account (CEBA) Financial Assistance Program Page 2 August2002 August 2002 Community Economic Betterment Account (CEBA) Financial Assistance Program Page 3 TABLE OF CONTENTS CEBA Application Table of Contents ......................................................................................................... 2 Introduction ................................................................................................................................... 3 General Instructions ..................................................................................................................... 3 Application Cover Sheet ............................................................................................................... 4 Application Security and Signatures .............................................................................. 5 Required Attachments and Submissions ................................................................................ 6 - 7 Rating and Evaluation for the CEBA Regular Program ............................................................... 8 Rating and Evaluation for the CEBA Venture Component ........................................................... 9 August 2002 Community Economic Betterment Account (CEBA) Financial Assistance Program Page 4 COMMUNITY ECONOMIC BETTERMENT ACCOUNT FINANCIAL ASSISTANCE pROGRAM .' Introduction The purpose of the Community Economic Betterment Account (CEBA) program is to assist communities of the State with their economic development efforts and to increase employment opportunities for Iowans by increasing the level of economic activity within the state. The program structure provides financial assistance to businesses and industries which require assistance in order to create new job opportunities or retain existing jobs which are in jeopardy. Also, the program may provide comprehensive management assistance to businesses involved with the CEBA program. Assistance may be provided to encourage new business start-ups, expansion of existing businesses, or the recruitment of out-of-state businesses into Iowa. Although applications are submitted on behalf of businesses, only cities, counties, or community colleges are eligible applicants. The individuals listed as the applicant contact person should be prepared to complete paperwork and discuss funded projects for the full duration of the project, usually three to five years. A business receiving CEBA funds is required to make available at least 10 percent of the jobs created to qualified Promise Jobs program participants. To meet the minimum requirements of this provision, the business shall provide to the area Workforce Development Center, job descriptions of the positions to be created and certify to the Department that qualified Promise Job Participants shall receive hiring consideration. In addition, the business is encouraged to undertake further affirmative action to hire Promise Job participants, such as publicly advertising job openings. Promise Jobs is a program designed to assist individuals on government assistance to garner the necessary skills and education for employment opportunities. General Instructions for Submitting Applications 1) Before corn pleting this form and applying for funds, make sure you have read the CEBA administrative rules, application rating formulas, and the accompanying instructions. 2) Fill out the application cover sheet and any other required attachments completely. If any questions are left unanswered or required attachments are not submitted, an explanation must be included. 3) Only typed applications and business plans will be accepted and reviewed. Send the odginal and one copy of the completed application form (pages 3-6) and attachments. 4) Use clear and concise language. Any inaccurate information of a significant nature may disqualify the application from consideration and will certainly delay the review process. 5) Return the completed application form, business plan and any attachments to: CEBA - Business Development iowa Department of Economic Development 200 East Grand Avenue, Des Moines, IA 50309 August 2002 Community Economic Betterment Account [CEBA) Financial Assistance Program Page 5 COMMUNITY ECONOMIC BETTERMENT ACCOUNT Return Completed Applications to: CEBA - Division of Business Development iowa Department of Economic Development 200 East Grand Avenue, Des Moines, Iowa 50309 Date Submitted: May 6, 2003 (Please check program coreponerit for which you are applying): Small Business Gap financing x New Business Opportunity _x_ New Product Development Venture Component Modernization City or County Sponsoring Application City of Dubuque, Iowa Mayor or Chairperson Terrance M. Du.q.qan, Mayor Address City Hall, 50 West 13~ Street, Dubuque, Iowa Zip Code 52001 ~ontac-t~erson Bill E~aum ~l'itie Economic Development Director Phone 563 589-4393 Fax 563 589-1733 Email wbaum(~,cityofdubuque.or.q Ownership Structure and History (Check Applicable Answers): Corporation x Partnership Sole Proprietorship Limited Liability Co. Cooperative New Business Expansion of Existing Business x For Profit x Not for Profit Business Receiving Funding Barnstead International Address 2555 Kerper Boulevard Dubuque, Iowa Contact Person Brenda Hoefler Phone 563 556-2241 Fax 563 589-0516 Person Authorized to Obligate Business FederalID Number 13-3326802 Zip Code 52001-1478 Title VP of Finance & Operations Email bkhoefler~,barnstead.com Duncan Ross Website www.bamsteadthermoline.com Fundin.q Information Total Project Budget $ 447,795 Amount Requested from CEBA $ 60,000 Loan Amount $ 30,000 Forgivable Loan Amount $ 30,000 Specify loan and f~rgivabio loan amounts. See Chapter 53, Section 261 in the Adrniniot~ative Rules for maximum funding amounts. The Program is not designed to provide 100% funding for any projec~ and limits assistance based on the type of pro]ect submi~ed. August2002 Community Economic Betterment Account (CEBA) Financial Assistance Program Page 6 Security It is expected that 100% of the award be secured. Acceptable secudty includes Personal Guarantee. Corporate Guaranty, UCC Financing Statement, Mortgage on Real Estate or Irrevocable Letter of Credit. Please list below the security to be pledged, the value and position of that security, and the amount owed (if applicable). If for some reason, this standard is not possible, an explanation must be provided. Collateral description Technoloqies Company Corporate Guaranty from parent company, Apo,qent Note: All awards secured by Personal Guarantees will require a current financial statement from each of the personal guarantors, which must be attached to the application as an exhibit. Violations of Law Has the business bee~ cited or convicted for violations of any laws or regulations (including environmental or safety regulations? If yes, please explain. RELEASE-OF iNFORMATION AND CERTIFiCATiON I hereby give permission to the Iowa Department of Economic Development (IDED) to research the company's history, make credit checks, contact the company's financial institutions, and perform other related activities necessary for reasonable evaluation of this proposal. I understand that all information submitted to IDED relating to this application is subject to the Open Records Law (2001 Iowa Code, Chapter 22) and that confidentiality may not be guaranteed. Copies of Iowa's Open Records law and IDED's administrative rules relating to public records are avaiiable from the Department upon request. I hereby certify that all representations, warranties, or statements made or furnished to the IDED 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. Signature of Company Officer Authorized to Obligate Business Signature Type Name and Duncan Ross, President Signature of Mayor or Chairperson Authorized to Obligate City or County $igna[ure Terrance M. Duqqan, Mayor Type Name and 'l-rite NOTE: IDED 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 matedal respect. If assistance has already been provided by IDED prior to discovery of the incorrect, false, or misleading representation, IDED may initiate legal action to recover CEBA funds. The Department reserves the right to negotiate the amount, term, interest rate. security and other conditions of any CEBA loan or forgivable loan prior to the award. August 2002 Community Economic Betterment Account (CEBA) Financial Assistance Program Page 7 REQUIRED ATTACHMENTS AND (Check off each item subhZitted. EXHIBIT why): ___x_ A. Provide a bdef description and history of the Business and describe the proposed project, B. The business plan which shall include at a minimum; marketing study, feaSibility study, projected profit and loss statements for three years into the future, project budget, production operations, management structure, personnel needs, description of product or process, status of product/process development and patent status (if applicable). C. Supplemental information not included in a business plan as outlined above. ..._x_ D. For existing businesses, the business plan shall also include: profit and loss statements and balance sheet for past three years, schedules of aged accounts receivable, aged accounts payable, and a schedule of other debts. _NIA E. Personal financial statements of principal owners and/or those who may be guaranteeing the debt if other than pnncipal owners. F. Community resolution authorizing submission of the application and map indicatin=q location of project. x G. List of FTE jobs pledged dudng project pedod with name of position and the starting wage for jobs to be created and the current wage for existing jobs to be retained. Does business operate any other facilities in Iowa? Yes location and number of FTE employees at each. __ No x If yes, attach L Will any current FTE employees lose their jobs if the project does not proceed? Yes __ No x If yes, attach explanation regarding the number, location and why. x J. Copies of the company's Quarterly Iowa Employer's Contribution and Payroll Report for the past year and a copy of the most recent payroll report for one-pay period. x K. Description of fringe benefits provided by company to employees. x_L. Complete project budget on page 6 showing sources and uses for all project funding. Attach cost estimates and other documentation regarding project financing as needed. x M. If Corporation, copy of Corporate Resolution authorizing company officials to execute application and necessary loan documents, if approved. x N. Business' Federal Identification Number X O. Has any part of project started? Yes __ No x If yes, attached explanation. P. Explain the need for the specific type of assistance requested and why state assistance is needed and can not be obtained elsewhere. August 2002 Community Economic Betterment Account (CEBA) Financial Assistance Program Page 8 SUMMARY OF PRO3ECT COSTS AND PROPOSED FZNANCZNG SOURCES USE OF FUNDS SOURCES (Summarize All Sources from (~uestions 27) AC i 1V"ITY COST SOURCE A SOURCE B SOURCE C SOURCE D SOURCE E 1. Land Acquisition $ 2. Site Preparatior $ 3. Building Acquisition $ 4. Building Constructi~ $ 5. Building 7,500 Rem0delin( $ 7,500 6. Machinery & 60,000 20,000 58,000 Equipment $138~000 .. Furn,;~re & 23f900 Fixtures $ 23,900 8. Permanent Vorking $ (Detail:) I ........ Transition Cost 178,395 80,000 9. Other: $ 258f395 Recruitment 20,000 10. Other: $ 20,000 $ 447,795 $ 60,000 $ 20,000 $287,795 $ 80,000 TOTAL: Additionally, the Company cost to terminate lease and provide severance at New 3ersey facility is $1,200,000. TERMS OF PROPOSED F[NANCTNG Lr"~DE:SOURCE (inclUde ali sour~ in questiOn 26)AMOUNT TYPE :(1):: RATE TERE August 2002 Community Economic Betterment Account (CEBA) Financial Assistance Program Page 9 urce A: STATE ASSr'STANCE (CEBA)' $ 60,000 50/50 0% 5 year -Source B: Ct 11' OF DUBU(~UE $ 20r000 loan 0% 5 year Source C: BARNS i cAD ZN I ~:~tNATZONAL $287~795 Equity Source D: NORTHEAST IOWA COMMUNITY COIL $ 80,000 3ob Trn Source E: $ Source F: $ I TOTAL $447,79S For example: Forgivable Loan, Direct Loan, Grant, Equity, etc. August 200? Communi~ Economic Betterment Account ICEBAI Financial Assistance Program Page 10 RATING AND EVALUATION FOR THE COMMUNITY ECONOMIC BETTERMENT ACCOUNT (CEBA) REGULAR PROGRAM The following information is needed from applicants to assist the Iowa Department of Economic Development in evaluating requests for funding. An existing business plan may suffice for items below; however, some addenda may be necessary and should be noted on the documentation checklist form (See Exhibit 1). All applications and business plans should contain clear and concise language. The maximum total score possible is 200 points and projects that score less than 120 points will not be recommended for funding. The IDED staff shall evaluate and rank applications on the following criteria: 1) 3) 4) 5) 6) Local effort compared with local resources - Maximum 20 points. This includes assistance from the city, county community college, chamber of commerce, economic development group, utilities or other local sources, compared to the resources reasonably available from those sources. The form of local assistance compared to the form of CEBA assistance requested will be considered (in-kind, grant, loan, forgivable loan, job training, tax abatement, tax increment financing, etc.). Community Need -Maximumf0 points. This includes considerations such as unemployment rates, per capita income, major closings and layoffs, declining tax base, etc. Private contribution compared with CEBA request - Maximum 30 points. The greater the contribution by the assisted business, the higher the score. Conventional financing will be considered a private contribution. Contribution in the form of new cash equity by the business owner will result in a higher score. Comprehensive community and economic development plan - Maximum 10 points. A community submitting a comprehensive community and economic development plan meeting the requirements of 261 - Chapter 80 will receive 10 points. Extra points if small business~ as defined by SBA- Maximum 10 points. Proiect impact on the state and local economy which includes the followin,q: Cost I Benefit Analysis - Maximum 40 points_ This factor compares the amount requested to the number of jobs to be created or retained as defined in the program rules and the projected increase in state and local tax revenues. Also considered here is the form of assistance requested. For example, a forgivable loan will receive a lower score than a loan. Quality of iobs pled.qed - Maximum 40 points. Higher points to be awarded for higher wage rates, lower turnover rates, full-time, career-type positions, relative safety of pledged jobs, health insurance and other fringe benefits offered and paid for by employer, other related factors, August20O? Community Economic Betterment Account (CEBA} Financial Assistance Program Page 11 Economic impact - Maximum 40 points. Higher points to be awarded for base economic activities such as greater percentage of sales out of state or import substitution, higher proportion of in-state suppliers, greater diversity of state economy, fewer in-state competitors, potential for future growth of industry, consistency with state strategic plan for economic development for targeted cluster industry development, increased value to agricultural commodities, degree of utilization of agricultural or value-added technology from an IoWa educational institution, a project which is not a retail operation, a project which includes remediation or redevelopment of a brownfield site 7) Final impact score. Sum of project impact scores (maximum 120 points) multiplied by a reliability factor (as a percent). Measures the feasibility of the business venture, the reliability of the job creation and financial estimates, the likelihood of success, the creditworthiness of the business and whether the project would occur without state assistance. RATING AND EVALUATION FOR THE COMMUNITY ECONOMIC BETTERMENT ACCOUNT (CEBA) VENTURE COMPONENT The following information is needed from applicants to assist the Iowa Department of Economic Development in evaluating requests for funding. An existing business plan may suffice for items ~elow; howev~e-r, some addenda may -be necessary and shou~¢~ ~be noted on the documentation checklist form (See Exhibit 1). All applications and business plans should contain clear and concise language. The maximum total score possible is 110 points and projects that score less than 60 points will not be recommended for funding. The IDED staff shall evaluate and rank applications on the following criteria: 1) Jobs associated with the proiect- Maximum 10 points. Factors considered include, but are not limited to, the number of jobs to be created, if any, or the potential for job creation as a result of the project, the quality of jobs, wages and benefits. 2) Additional fundinR sources - Maximum 10 points. The amount of the total project costs coming from sources other than CEB^ Venture funds including, but not limited to, pdvate equity investment, conventional loans, owners equity investment, or other acceptable forms of investment as determined by the department. 3) Stren.qth of the business plan - Maximum 60 points. Factors to be considered, but ara not limited to, a description of the business and the overall industry, the experience level of the business management team, a description of the product and production plan, project financial projections, feasibility of the product and project, market identification and marketing strategy. 4) Potential return on investment of the CEBA Venture award - Maximum 10 points. 5) Potential for future Rrowth of the business - Maximum S points. August 20Cl2 Community Economic Betterment Account (CEBA) Financial Assistance Program Page 12 6) Local financial support - Maximum 10 points. The amount of the total project costs attributable to local funding sources including, but not limited to, city, county, community college, chamber of commerce, economic development groups, utilities or other local sources compared to the resources reasonably available from those sources. 7) Comprehensive community and economic development plan - Maximum $ points. A community submitting a comprehensive community and economic development plan meeting the requirements of 261-Chapter 80 will receive five extra points. For more information, see General Program Information - CEBA Administrative Rules, Economic Development [261], Chapter 53, Community Economic Betterment Program, in the Iowa Administrative Code,~located at the following web site link: http://www, legis.state.ia.us/lAC.html August 2002 Headcount Requirements to relocate ERTCO to Barnstead International Position Salary Bene/its Benefits% Mfg. Hourly Employees Mfg. Position 27,500 11,423 41.5% Mfg. Position 27,500 11.423 41.5% Mfg. Position 27,500 11,423 41.5% Mfg. Position 27,500 11,423 41.5% Mfg. Position 27,500 11,423 41.5% 5 Mfg. Positions 137,500 57,113 41.5% Salaried Employees Product Manager 60,000 17,240 28.7% Marketing Analyst 40,000 13,660 34.2% Calibration/QA 27,500 11,423 41.5% Calibration/QA 27,500 11,423 41.5% Calibration/QA 27,500 11,423 41.5% Regulatory Affairs 40,000 13,660 34.2% Production Supervisor 40,000 13,660 34.2% Buyer - Pumhasing 40,000 13,660 34.2% J~,lJ:g. Eng~ 4_5.__00_0 14,555 32.3% Customer Service 27,500 11.423 41.5% Customer Service 27,500 11,423 41.5% Finance/Administration 35,000 12,765 36.5% Human Resources 35,000 12,765 36.5% I position TBD 40,000 13,660 34.2% I position TBD 40,000 13,660 34.2% 15 Salaried Positions 552,500 196,398 35.5% Total Headcount Additions 20 Positions 690,000 253,510 36.7% Average 34,500 12,676 36.7% Benefits - All positions will be eligible for Bl's generous benefits program including:** Health Insurance [including visionl - Recognized as one of Dubuque's finest plans. Dental Insurance Defined Benefit Pension 401K - Company Match 50% on first 6% of earnings Life Insurance Long Term Disability Accidental Death '& Dismemberment Long Term Care insurance College Savings Plan ESPP Medical Flexible Spending Account Dependant Care Flexible Spending Account Bonus Plan - Salaried Positions Only **