CEBA Loan for Swiss Valley
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RESOLUTION NO. 19 -99
A RESOLUTION AUTHORIZING THE EXECUTION OF A COMMUNITY
ECONOMIC BETTERMENT ACCOUNT LOAN AGREEMENT FOR SIXTY
THOUSAND DOLLARS ($60,000) WITH SWISS VALLEY FARMS.
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, the City of Dubuque, Iowa was awarded a sixty thousand dollar ($60,000) no-
interest loan/forgivable loan from the CEBA program by the Iowa Department of Economic
Development; and
Whereas, the City of Dubuque, Iowa desires to assist Swiss Valley Farms 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 by and among the Iowa Department of Economic Development, Swiss
Valley Farms 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 Swiss Valley Farms from the CEBA program in accordance with the terms and
conditions of the executed Agreement.
Passed, approved and adopted this 18th day of January, 1999.
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. T~rrance ~~ggan
. Mayor
Attest:
pam \loandoc\swiss\ce ba.res
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CITY OF DUBUQUE, IOWA
MEMORANDUM
January 4, 1999
TO:
FROM: ity & Economic Development Director
SUBJECT: Community Economic Betterment Account (CEBA) Loan
Swiss Valley Farms
INTRODUCTION
This memorandum presents for City Council review and approval a Resolution relating to a CEBA
loan for Swiss Valley Farms. The Resolution authorizes the execution ofa CEBA Loan Agreement
of $60,000 by and among the Iowa Department of Economic Development, Swiss Valley Farms and
the City of Dubuque.
BACKGROUND
Swiss Valley Farms has undertaken a $5+ million expansion project at its Dubuque fluid milk
division plant. In prior action, the project has received Enterprise Zone benefits and tax increment
financing assistance. As part of this project, Swiss Valley Farms has committed to hiring 20 new
full-time equivalent (FTE) employees within the next three (3) years at this new facility. The average
starting wage must be at least $9.34 per hour to meet CEBA requirements but the company indicates
the wages will be over $14.00 per hour.
DISCUSSION
This memorandum asks the City to assist Swiss Valley Farms by executing the attached CEBA Loan
Agreement of $60,000 which has been approved by the State of Iowa Department of Economic
Development Board. This CEBA award is a combined $30,000 no-interest loan and $30,000
forgivable loan. The forgivable loan is subject to meeting the job creation requirements.
The CEBA program always requires a local financial commitment to the project. The City has met
its local financial match requirement already through a prior commitment of tax increment financing
assistance to this project.
RECOMMENDATION
I recommend that the City Council adopt the attached Resolution authorizing the execution of a
CEBA Loan Agreement of $60,000 to support the Swiss Valley Farms expansion project in Dubuque.
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ACTION STEP
The Action Step for the City Council is to adopt the attached Resolution.
attachments
Prepared by: Pamela Myhre-Gonyier
Associate Planner
loandoc\swiss\ceba.mem
99-PRO"-01
PAGE 1
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IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT
CEBALOANAGREEMENT
CEBA LOAN NUMBER: 99-PRO-01
AWARD DATE: October 22,1998
KIND OF AWARD: Loan/For~ivable Loan
AWARD AMOUNT: $60,000
THIS COMMUNITY ECONOMIC BETTERMENT ACCOUNT ("CEBA") AGREEMENT is made by and among the
IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT, 200 East Grand Avenue, Des Moines, Iowa 50309
("Department" or "IDEO"), City of Dubuque ("Community"), City Hall, 13th and Central, Dubuque, Iowa 52001, and Swiss
Valley Farms ("Business"), P.O. Box 4493, Davenport, Iowa 52808.
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 consideration of the mutual promises contained in this Agreement and other good and valuable
consideration, it is agreed as follows:
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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 only a Forgivable Loan, At the end of 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
IDEO 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.:
I 1.5 FORGIVABLE LOAN. "Forgivable Loan" means a loan for which repayment is eliminated in part or entirely if
he 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
99-PRO-01
PAGE 2
, employment of one (1) person for eight (B) hours per day for a five (5) day forty (40) hour workweek for fifty two (52) weeks
per year.
1.7 JOB ATTAINMENT OBLIGATION. "Job Attainment 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. "Loan 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.
b. Attachment B1, Promissory Note of the Business.
c. Attachment B2, Promissory Note of the Community.
d. Attachment C, CEBA Application for Assistance
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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 requirements and
other obligations to be performed or accomplished 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 December 31. 2001 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 waae of at least $9.34/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 to 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 the funds 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 Department shall, at
the option of the Department, result in the termination, reduction or delay of CEBA funds to the Community and the
Business.
99-PRO':"01
PAGE 3
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2.3 PRIOR COSTS. No expenditures made prior to the Award Date may be included as Project costs for the
purposes of this Agreement.
2.4 DISBURSEMENT OF LESS THAN THE TOTAL AWARD AMOUNT. If the total award amount has not been
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 proceeds
received.
ARTICLE III
TERMS OF LOAN
3.1 LOAN. The Department agrees to make a Loan/Forqivable Loan with a loan in the amount of $30,000 with
interest at 0% for ~ years to the Community on behalf of the Business to assist in the financing of the Project. And, the
Department agrees to make a forgivable loan in the amount of $30,000 with interest at 6%, for ~ years to the Community
on behalf of the business to assist in the financing of the Project. 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.
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Irrevocable letter of credit in the amount of $60,000
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, then
barring 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:
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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 of the corporation.
99-P'RO-01
PAGE 4
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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.
4.2 PROJECT SCHEDULE. The Community and the Business shall have 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) Workforce 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
Swiss Valley Farms
City of Dubuque
TYPE
Bank Debt
TIF Loan
AMOUNT
5,484,000
100,000
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 the
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 SOUD 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
,r receipt, which time period shall not exceed 9::::~:~ the disbursement date of the financial assistance.
REPRESENTATIONS AND WARRANTIES OF BUSINESS
To induce the Department to make the Loan referred to in this Agreement, the Business represents, covenants
99-fiJRO-01
PAGE 5
, 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 Iowa. The Business is duly
authorized and empowered to execute and deliver the Loan Agreement. All action on the Business' part, such as
appropriate resolution of its Board of Directors for the execution and delivery of the Loan Agreement, has been effectively
taken.
5.2 FINANCIAL INFORMATION. All financial statements and related materials concerning the Business and the
Project provided to the Department are true and correct in all material respects and 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.
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 IDED 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
require 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
greement concerning the project, in sufficient detail to reflect all costs, direct and indirect, of labor, materials, 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.
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, (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 materials
related to this Loan; 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 IDEO, upon request, (i)
copies 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
sixty (60) days from the date of request.
(h) NOTICE OF PROCEEDINGS. The Business shall promptly notify the Community and IDEO of the
initiation of any claims, lawsuits, bankruptcy proceedings or other proceedings brought against the Business which would
adversely impact the Project, including, but 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
Project Schedule
Due Date
Prior to the first draw of CEBA Loan proceeds
Semi-Annual Progress
May 10th and November 10th for the period Report
ending April 30th and October 31st respectively
Quarterly "Employer's
Contribution and
Payroll Report"
May 10th and November 10th for the previous
calendar quarter
Semi-Annual Payroll
Register with created and/or
retained jobs paying at least
$9.34/hr. highlighted.
May 10th and November 10th for the payroll
period 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
$9.34/hr highlighted.
~inal Expenditure Summary
Solid and Hazardous Waste
Plan
Within 30 days after the Project Completion
Date
Within 30 days of Project Completion Date
Within 30 days of completion which shall not
exceed 90 days from the date of fund disbursement
99-PRO:'01
PAGE 7
, 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
U) 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 Project.
(k) NOTICE OF MEETINGS. The Business shall notify the Community and the Department at least ten
(10) working days in advance of all 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
and minutes of such meetings and expressly agrees that a representative of the Department has a right to attend any and
all such meetings for the purposes of the discussion of the Project and the Loan.
(I) 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,
permit and other fees and expenses incurred incident to the Loan.
(0) 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 written disclosure to the Community and IDED 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
99-PRO:'01
PAGE 8
, property andlor 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.
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 145 FTE Jobs as set forth below:
PROJECT EMPLOYMENT
Community Based Jobs
Retained Jobs
Created Jobs
TOTAL
ATTAINMENT OBLIGATION
125
o
20
145
WAGE OBLIGATION
N/A
$9.34/hr
$9.34/hr
20 @ at least $9.34/hr and an
average wage of at least
$11.90/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 297 FTE Jobs. This State
minimum 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 jobs 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 of the Loan, the
'Community covenants with IDEO 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 REVIEW. The Community shall review and sign the reports prepared by the Business as
99-PRO:'01
PAGE 9
'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 and 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 title opinions.
(e) INDEMNIFICATION. The Community shall indemnify and hold harmless the Department, its officers
and employees from and against any and all losses related to the Project and as limited in Article 9.4(b), including any
loss due to the failure of the Community to file any and all Security Instruments in a proper and timely manner.
(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.
'(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.
U) NOTICE TO DEPARTMENT. In the event 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 IDEO and loan payments are in arrears or
past due, the Community shall not, without written consent of IDEO:
(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
.ommunity'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
99-PRO:'01
PAGE 10
,
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 the Business:
Irrevocable letter of credit in the amount of $60,000
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 security interests of the Department and the Community and all other lienholder 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.
(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.
Notwithstanding this limited financial liability, the Community shall indemnify and hold harmless the Department, its officers
and employees from and against any and all losses, which are the result of the Community's failure to file, or improper or
untimely filing, of any Security Instrument executed by the Business pursuant to this Article. Nothing in this paragraph
shall limit the recovery of principal and interest by the Department in the event of Community's fraud, negligence, or gross
mismanagement in the application for, or use of, sums loaned under the Loan Agreement.
9.5 COST VARIATION. In the event that the total Project cost is less than the amount specified 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 IDEO with interest at the
rate of six percent (6%) per annum from the date of disbursement by IDEO.
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, warranty or statement made
or furnished to the Department by, or on behalf of, the Business or Community in 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
~'ncorrect, 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
usiness 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
99-"PRO:'01
PAGE 11
, 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 Security Instruments executed pursuant to this Agreement.
(d) PROJECT COMPLETION DATE. If the Project, in the sole judgment of the Department, is not
completed 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 for 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.
U) 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 written notice of default providing therein a thirty (30)
day period in which the Business shall have an opportunity 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, to do one or more of the following:
(a) exercise any remedy provided by law;
(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 less 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
99-F'RO'-01
PAGE 12
, subsidy, the Department may require repayment of Loan proceeds 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 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, 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
percentage 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 XI
DISBURSEMENT PROCEDURES
, 11.1 REQUEST FOR REIMBURSEMENT. All disbursements of proceeds shall be subject to receipt by the
Department of requests for disbursement submitted by the Community. Requests for disbursement shall be in form and
content acceptable to the Department.
ARTICLE XII
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
nonappropriation 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 noncancellable 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 nonappropriation 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
99-PRO:01
PAGE 13
, 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 writing, 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 Department 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.
12.11 LIMITATION. It is agreed between the Community and the Business that the Department shall not, under
any circumstances, be obligated financially under this Loan Agreement except 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 exercise or enforcement 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 have been made before or after the signing of this Loan
greement, which are not contained herein, are nonbinding, void and of no effect. None of the parties have relied on any
such prior representation in entering into this Loan Agreement.
99-PRO-01
PAGE 14
.
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.
IN WITNESS WHEREOF, the parties have executed this Loan Agreement effective as of the Award Date first
stated.
BY:
COMMUNITY:
City of Dubuque
COMMUNITY:
Attorney for City
Approved as
City Attorney
.) .-.'
, ! / /,j ~//
, ,/ / ,/,) -/ _/. f
BYi'/c/...-"'./'""-'"./ ----". '1
Terrance M...::r-el'l'eftee Duggan, M'iyor
City Hall /
13th & Central I
Dubuque, Iowa 52001
IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT:
BY:
Michael E. Miller, Chief
Bureau of Business Finance
.USINESS:
Swiss Valley Farms
BY:
Darrell Vrchoticky, District General Manager
P.O. Box 4493
Davenport, Iowa 52808
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aCEBA
PROJECT ACTIVITY: Forgivable Loan/Loan to
City of Dubuque for Swiss Valley Farms
Milestones:
1. Land Acquisition
2. Building Acquisition
3. Machinery and Equipment
4. Job Creation Goals
5.
6.
PROJECT ACTIVITY: Forgivable Loan/Loan to
City of Dubuque for Swiss Valley Farms
Milestones:
1. Land Acquisition
2. Building Acquisition
3. Machinery and Equipment
4. Job Creation Goals
5.
6.
ATTACHMENT B
Name of Recipient City of Dubuque (Swiss Valley Farms)
IOWA CEBA RECIPIENT PROGRAM SCHEDULE
1999
1 Qtr. 2 Qtr. 3 Qtr. 4 Qtr.
2000
5 Qtr.
6th Qtr.
7th Qtr.
8th Qtr.
,CEBA
PROJECT ACTIVITY: Forgivable Loan/Loan to
City of Dubuque for Swiss Valley Farms
Milestones:
1. Land Acquisition
2. Building Acquisition
3. Machinery and Equipment
4. Job Creation Goals
5.
6.
,
ATTACHMENT B
Name of Recipient
IOWA CEBA RECIPIENT PROGRAM SCHEDULE
2001
9th Qtr. 10th Qtr. 11th Qtr.
12 Qtr.
99-PRO~01
PAGE 15
,
ATTACHMENT 81-
PROMISSORY NOTE -
BUSINESS
IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT
CEBA PROGRAM
PROMISSORY NOTE
Loan Number: 99-PRO-01
Des Moines, Iowa
(City and State)
$60,000
October 22, 1998
(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. 13th and Central. Dubuque, Iowa 52001, 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 follows:
60 equal monthly payments of $500.00 beginning on the last day of the third 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 forqivable 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 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, the 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 #99-PRO-01 of October 22, 1998 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
a... 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 Irrevocable letter of credit in the amount of $60,000 and the
holder is entitled to the benefits of the security therein described.
In case of a decline in the market value of the collateral, or any part thereof, the Payee may demand that
99-PRO~01
PAGE 16
'additional collateral of quality and value satisfactory to holder be delivered, pledged and transferred to holder
5. 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 anyone 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 only,
shall not define or limit the provisions hereof and shall not have any legal or other significance whatsoever.
ADDRESS:
P.O. Box 4493
, Davenport, Iowa
Swiss Valley Farms:
52808
BY:
Darrell Vrchoticky, District General Manager
ATTEST:
(Signature of Secretary)
,
99-PRO-01
PAGE 17
,
ATTACHMENT B2
PROMISSORY NOTE -
COMMUNITY
IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT
CEBA PROGRAM
PROMISSORY NOTE
Loan Number 99-PRO-01
Des Moines, Iowa
(City and State)
$60,000
October 22, 1998
(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:
30 000 loan at 0% interest to be aid as follows:
60 equal monthly payments of $500.00 beginning on the last day of the third 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 forqivable 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 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, the 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 #99-PRO-01 of October 22, 1998 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
~OOd 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 security interest, the
aker 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-referenced Loan Agreement.
.
99-PRO-01
PAGE 18
.
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 in equal amounts.
5. Security. Payment of this Note is secured by Irrevocable letter of credit in the amount of $60,000 and the
holder is entitled to the benefits of the security therein described.
In 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.
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 anyone 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 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.
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.
. 10. 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
13th & Central
Dubuque, Iowa 52001
City of Dubuque:
.--'" ------/.-,,'
" '/ ", /~/ ' (.Z:;J
BY:' t..-IG.~(../--i~." /'
~-eFfeflee Duggan, Mayor
Terrance M. '
.
...
.
CITY OF DUBUQUE, IOWA
MEMORANDUM
January 13, 1999
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: CEBA Application - Swiss Valley Farms
.
Community and Economic Development Director Jim Burke is recommending
execution of a Community Economic Betterment Account (CEBA) loan agreement in
the amount of $60,000 to support the Swiss Valley Farms expansion project. The
City has met its local financial match requirement through a prior commitment of tax
increment financing assistance to this project.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
, ' . ~!7
I nut I ~~;1JJJL-
Michael C. Van Milligen
MCVM/j
Attachment
cc: Barry Lindahl, Corporation Counsel
Tim Moerman, Assistant City Manager
Jim Burke, Community and Economic Development Director