Cottingham & Butler CEBA ContractIOWA ECONOMIC DEVEL'R-P ENT AUTRITY
200 East Grand'Avenue 1 Des Moines, Iowa 50309 USA I Phone: 515.725.3000
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March 5, 2015
Mr. Tim Berns, Vice President and CFO
Cottingham & Butler
800 Main Street
P.O. Box 28
Dubuque, IA 52004-0028
RE: Project Maintenance Close-out
Funding Agreement #07-CEBAIVFGF-013
Dear Mr. Berns:
Thank you for submitting the End of Job Maintenance Report on the above referenced Funding
Agreement, and I would like to congratulate you on successfully maintaining your job obligations
through the maintenance period. The Authority's review of payroll documents indicates that the
jobs required to be maintained by the Community Economic Betterment Account (CEBA)
Program have met expectations.
In summary:
1. The Project Completion Date was December 31, 2012 with a Project Maintenance
Date of December 31, 2014.
2. The Agreement required that 391 full-time equivalent (FTE) jobs must be maintained
through the Job Maintenance period. The Business met its maintenance
obligation with a total employment of 445 full-time employees.
4. The Agreement required that at least 225 jobs paid an hourly wage of $16.66 per
hour or higher. Payroll records verified 326 jobs met the wage obligation.
5. The Business met the benefits requirement of the CEBA Funding Agreement.
Because the contract obligations have been met through the Job Maintenance Period, this
contract is now closed and there will be no further reporting requirements. All criteria has been
met for forgiveness of the forgivable loan, therefore the Authority has now closed the project and
hereby forgives the $150,000 forgivable loan portion of this award. In addition, the loan was
paid in full on December 24, 2013 so all security instruments can be released. The original
canceled promissory notes are enclosed, and I will forward the city's canceled notes to them as
well. I will draft the Release of Real Estate Mortgage document, and once I have recorded it with
Dubuque County I will forward to you a copy of the recorded release.
I would like to express my thanks for your assistance in monitoring 'and closing out this project,
and we look forward to working with you on your new project. Please do not hesitate to contact
me at 515-725-3041 or Kristi.steil(c�iowa.gov should you have any questions.
Sincerely,
Kristi Steil
Project Assistant
Compliance Team
/ks
Enclosures
Cc: Mayor Roy D. Buol, City of Dubuque
IEDA Accounting
IEDA Compliance file
Governor Terry E. Branstad 1 Lt. Governor Km Reynolds 1 Director Debi V. Durham
li
CEBA Funding Agreement Exhibit Al- Community's Promissory Note •(Ftihgivable'L'oan)
PROMISSORY NOTE
E
FOR VALUE RECEIVED, the undersigned promises, in the event
this Forgivable Loan is not forgiven, to pay to the order of the IOWA DEPARTMENT
OF ECONOMIC DEVELOPMENT, at its office at 200 East Grand, Des Moines, Iowa
50309, the sum of ONE HUNDRED AND FIFTY THOUSAND DOLLARS
($150,000) with interest at a rate of 0% unless an Event of Default occurs, in which case
interest shall be at the default rate set forth in Contract number P0606M01054
("Contract"). The terms and conditions by which forgiveness of this Loan may occur are
as specified in the Contract.
Interest shall first be deducted from the payment and any balance shall be applied on
principal. Upon default in payment of any interest, or any installment of principal, the
whole amount then unpaid shall become immediately due and payable at the option of the
holder.
The undersigned, in case of suit on this note, agrees to 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.
This note shall be secured by the Security specified in the Contract.
Makers, endorsers and sureties waive demand of payment, notice of non-payment, protest
and notice. Sureties, endorsers and guarantors agree to all of the provisions of this note,
and consent that the time or times of payment of all or any part hereof may be extended
after maturity, from time to time, without notice.
ADDRESS: City of Dubuque
City Hall
50 West 13th Street
Dubuque, Iowa 52001
BY:
Date
3-id-Is KS
CEBA Funding Agreement Exhibit Al- Community's Promissory Note (Loan)
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned promises to pay to the order
of the IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT, at its office at
200 East Grand, Des Moines, Iowa 50309, the sum of ONE HUNDRED AND FIFTY
THOUSAND DOLLARS ($150,000) with interest thereon at Zero PERCENT (0%) to
be paid as follows:
60 monthly payments of $2,500 beginning on the first day of the fourth month
from the date Award funds are disbursed. Final payment may vary depending upon dates
payments are received.
Interest shall first be deducted from the payment and any balance shall be applied on
principal.
Upon default in payment of any interest, or any installment of principal, the whole
amount then unpaid shall become immediately due and payable at the option of the
holder.
The undersigned, in case of suit on this note, agrees to 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.
This note shall be secured by the Security specified in the Contract.
Makers, endorsers and sureties waive demand of payment, notice of non-payment, protest
and notice. Sureties, endorsers and guarantors agree to all of the provisions of this note,
and consent that the time or times of payment of all or any part hereof may be extended
after maturity, from time to time, without notice.
ADDRESS:
City Hall
50 West 13th Street
Dubuque, Iowa 52001
City of Dubuque
BY:
Date
THE CITY OF
DuB E
~-~~
MEMORANDUM
April 30, 2007
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Community Economic Betterment Account (CEBA) Loan and Enterprise
Zone Funding Agreement
Cottingham & Butler, Inc.
CEBA Loan Number 07-CEBAIVFGF-013
EZ Funding Agreement Number 07-EZ-021
Economic Development Director Dave Heiar recommends City Council approval of the
execution of a CEBA Loan Agreement in the amount of $300,000 and an Enterprise
Zone Funding Agreement to support Cottingham & Butler's expansion project in
downtown Dubuque. The CEBA program requires a local financial commitment to the
project. The City's financial contribution to the project will be a $300,000 Downtown
Rehabilitation Loan, $10,000 Design Grant, $10,000 Facade Grant, and 10 year 100%
TI F rebate for the project.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
~~
f
Michael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
David Heiar, Economic Development Director
RESOLUTION NO. 241-07
A RESOLUTION AUTHORIZING THE EXECUTION OF A COMMUNITY ECONOMIC
BETTERMENT ACCOUNT LOAN AGREEMENT AND AN ENTERPRISE ZONE
FUNDING AGREEMENT FOR THREE HUNDRED THOUSAND DOLLARS ($300,000)
WITH THE COTTINGHAM AND BUTLER, INC.
Whereas, the Community Economic Betterment Account (CEBA) program has been
created by the Iowa Department of Economic Developmen# to assist in the economic
development efforts of local jurisdictions; and
Whereas, on October 19, 2006, the City of Dubuque, Iowa was awarded a one
hundred fifty thousand dollar ($150,000) loan, one hundred fifty thousand dollar
($150,000) forgivable loan from the CEBA program and Enterprise Zone Benefits by the
Iowa Department of Economic Development; and
Whereas, the City of Dubuque, Iowa desires to assist Cottingham and Butler,
Inc. in its efforts to expand its operations in Dubuque and create new, permanent
employment opportunities for local citizens; and
Whereas, a CEBA Loan Agreement and Enterprise Zone Funding Agreement,
hereto attached and by this reference made a part hereof, is to be executed by and
among the Iowa Department of Economic Development, the City of Dubuque and
Cottingham and Butler, Inc.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. That the Mayor is hereby authorized and directed to endorse, on
behalf of the City Council of the City of Dubuque, Iowa, the attached CEBA
Loan/Forgivable Loan Agreement, Promissory Notes and Enterprise Zone Agreement.
Section 2. That the City Manager be and he is hereby authorized to disburse
loan funds to Cottingham and Butler, Inc. from the CEBA program in accordance with
the terms and conditions of the executed Agreement.
Passed, approved and adopted this 7th day of May 2007.
Roy D. Buol
Mayor
Attest
Jeanne F. Schneider
City Clerk
F:\USERS1Adejong\CEBA\Cottingham ~ Butler\C&B CEBA and EZ Resolution.doc
CITY OF DUBUQUE, IOWA
MEMORANDUM
April 30, 2007
TO: Michael C. Van Milligen, City Manager
FROM: David Heiar, Economic Development Director
SUBJECT: Community Economic Betterment Account (CEB )Loan and Enterprise Zone
Funding Agreement
Cottingham ~ Butler, Inc.
CEBA Loan Number 07-CEBAIVFGF-013
EZ Funding Agreement Number 07-EZ-021
INTRODUCTION
This memorandum presents for City Council review and approval a Resolution relating to a CEBA
loan/forgivable loan for Cottingham & Butler Inc. The Resolution authorizes the execution of a CEBA
Loan Agreement of $300,000 and an Enterprise Zone Funding Agreement by and among the Iowa
Department of Economic Development, the City of Dubuque and the company.
BACKGROUND
In October 2006, the City approved a CEBA and Enterprise Zone application on behalf of Cottingham
& Butler that committed the companyto hiring 90 new full-time positions and retaining 311
employees by a project completion date of October 31, 2011. The project will provide an average
wage of at least $21.08 per hour. In July 2006, the City Council approved a Memorandum of
Understanding with Cottingham 8~ Butlerto provide local commitments of a $300,000 Downtown
Rehabilitation Loan, $10,000 Design Grant, $10,000 Facade Grant, and 10 year 100%TIF rebate for
the project.
DISCUSSION
This memorandum asks the City to assist the Cottingham & Butlerexpansion by executing the
attached CEBA Loan Agreement of $300,000 and an Enterprise Zone Funding Agreement that has
been approved by the State of Iowa Department of Economic Development Board. This CEBA
award is a $150,000 loan and a $150,000 forgivable loan.
The CEBA program requires a local financial commitment to the project. The City's financial
contribution to the project will be a $300,000 Downtown Rehabilitation Loan, $10,000 Design Grant,
$10,000 Facade Grant, and 10 year 100% TIF rebate for the project.
RECOMMENDATION
recommend that the City Council adopt the attached Resolution authorizing the execution of a
CEBA Loan Agreement of $300,000 and an Enterprise Zone Funding Agreement to support
Cottingham & Butler's expansion project in downtown Dubuque.
ACTION STEP
The Action Step for the City Council is to adopt the attached Resolution.
attachments
F:\USERSWdejong\CEBA\Cottingham & Butler\C&B CEBA and EZ Memo.doc
EXHIBIT B - 1
~EBA FUNDING AGREEMENT
BUSINESS:
COMMUNITY:
MASTER CONTRACT NUMBER:
FUNDING AGREEMENT NUMBER:
AWARD TYPE:
AMOUNT:
Cottingham & Butler, Inc.
City of Dubuque
P0606M01054
07-CEBAIVFGF-013
Loan/Forgivable loan
~ 300,000
THIS CEBA FUNDING AGREEMENT is made by and among the IOWA DEPARTMENT
OF ECONOMIC DEVELOPMENT, 200 East Grand Avenue, Des Moines, Iowa 50309 ("IDED"),
the business identified above ("Business"), and the community identified above, ("Community"),
effective as of the Contract Effective Date stated in the Master Contract identified above.
WHEREAS, the Business has executed the Master Contract described above with the
IDED pursuant to an Award on the Award Date stated in the Master Contract to the Business for
the Project; and
WHEREAS, the Master Contract specifies that for each program funding source the
IDED and the Business shall enter into a Funding Agreement; and
WHEREAS, the Iowa Code provisions applicable to the CEBA Program require the
Community to submit an application on behalf of the Business in order to apply for and receive
CEBA funds; and
WHEREAS, this CEBA Funding Agreement contains additional terms and conditions for
the award of CEBA funds and
NOW, THEREFORE, the Business and Community accept the terms and conditions set
forth in this Funding Agreement and the Master Contract for the funding of the Project. In
consideration of the mutual promises contained in the Master Contract and this CEBA Funding
Agreement and other good and valuable consideration, it is agreed as follows:
1.0 Master Contract. Unless otherwise specified in this CEBA Funding Agreement, the
definitions, terms, conditions, and provisions contained in the Master Contract are applicable to
this CEBA Funding Agreement.
2.0 Definitions. As used in this CEBA Funding Agreement, the following terms shall apply:
2.1 Agreement Expiration Date. Expiration of this CEBA Funding Agreement occurs
upon the happening of one of the following events, whichever occurs first:
(a) IDED's determination that the Business and Community have fully met the
requirements of this CEBA Funding Agreement, including repayment of all amounts
due hereunder, and IDED closes out this CEBA Funding Agreement.
(b) An Event of Default occurs that is not remedied within the time period allowed
under the Master Contract.
(c) If no disbursement of CEBA funds has occurred within twenty-four (24) months
of the Award Date (as defined in the Master Contract).
(d) This CEBA Funding Agreement is terminated upon mutual, written agreement of
the Business, the Community and IDED.
2.2 CEBA. "CEBA" means the Community Economic Betterment Program (established
in Iowa Code sections 15.315-15.325). The source of funding for this CEBA Funding Agreement
is an appropriation by the State legislature to IDED.
2.3 CEBA Award. "CEBA Award" means the financial assistance provided to the
Business in the form of a Loan and/or Forgivable Loan, as more fully defined in Articles 3 and 4
of this CEBA Funding Agreement.
3.0 Terms of CEBA Award -Loan. CEBA funds have been awarded to the Community on
behalf of the Business to assist the Business with the Project. The terms of the Loan are as
follows:
3.1 $150,000
3.2 5 years
3.3 0%
3.4 Promissory notes. The obligation of the Business and Community to repay the Loan
shall be evidenced by Promissory Notes executed by the Business and the Community.
4.0 Terms of CEBA Award -Forgivable Loan. CEBA funds have been awarded to the
Community on behalf of the Business to assist the Business with the Project. The terms of the
Forgivable Loan are as follows:
4.1 $150,000
4.2 3 years
4.3 Terms of Forgiveness. IDED will, in its sole discretion, determine if the Business
has satisfied the terms of this CEBA Funding Agreement, including fulfillment of the Job
Obligations by the Project Completion Date as shown in Master Contract Exhibit D. If IDED
determines that the Business has satisfied said terms and has continued to satisfy said terms
through the Job Maintenance Period, 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 IDED does not
waive repayment, the Forgivable Loan shall be repaid as described in Article 11.2(b) of this
CEBA Funding Agreement.
4.4 Promissory notes. The obligation of the Business and Community to repay the
Forgivable Loan shall be evidenced by a Promissory Notes executed by the Business and
Community.
5.0 Maximum CEBA funds available for Project. It is expressly understood and agreed that
the maximum amounts to be paid to the Business by IDED for this CEBA Funding Agreement
shall not exceed the amount stated on page one of this CEBA Funding Agreement.
Master Contract # P0606M01054
Funding Agreement # 07-CEBAIVFGF-013 - 2 - Masrer Fa updated osisoio5
6.0 Business' Job Obligations. The Business' Job Obligations are as described in Master
Contract Exhibit D.
7.0 Conditions to Disbursement. In addition to the conditions to disbursement described in
the Master Contract, the Business shall meet the following conditions before IDED will release
CEBA funds:
7.1 Consultation with Iowa Workforce Development. The Business shall have provided
documentation to the IDED that it has consulted with the area Iowa Workforce Development
(IWD) office to discuss employment services available. In addition, the Business must provide
to IWD agencies a list of positions to be created including job descriptions and qualifications.
7.2 Other Conditions. The status of all prior awards are current and in good standing.
8.0 Affirmative Covenants of Community. The Community covenants with IDED that:
8.1 Proiect Work and Services. The Community shall perform work and services
detailed in the Business's CEBA application by the Project Completion Date.
8.2 Filin Unless otherwise agreed, IDED shall file the Security Documents required
under this CEBA Funding Agreement. The Community shall, if requested by IDED, file in a
proper and timely manner any and all Security Documents required in connection with the
CEBA Award, naming the IDED as co-security holder and promptly providing the IDED with
date-stamped copies of said Security Documents. The Community shall, at the IDED's request,
obtain and provide to the IDED lien searches or attorney's title opinions.
8.3 Indemnification. The Community shall indemnify and hold harmless the IDED, its
officers and employees to the extent allowed under the Iowa Constitution and Iowa Code on the
same basis as the Business is obligated to indemnify the IDED under the Master Contract.
8.4 Requests for CEBA Award Funds. The Community shall review the Business'
requests for CEBA Award funds to ensure that the requests are in compliance with the IDED's
requisition procedures and shall execute and forward the requests to the IDED for processing.
8.5 Unused CEBA Award Proceeds. The Community shall return all unused CEBA
Award proceeds, including accrued interest, to the IDED within thirty (30) days after the Project
Completion Date.
8.6 Notice of Meetings. The Community shall notify the IDED at least two (2) days in
advance of all public or closed meetings at which the subject matter of this CEBA Award and/or
the Project is proposed to be discussed. The Community shall provide the IDED with copies of
the agenda and minutes of such meetings and expressly agrees that a representative of the
IDED has the right to attend any such meetings for the purposes of the discussion of the Project
and/or the CEBA Award.
8.7 Notice to IDED. In the event the Community becomes aware of any material
alteration in the Project, initiation of any investigation or proceeding involving the Project or
CEBA Award, change in the Business' ownership, structure or operation, or any other similar
occurrence, the Community shall promptly notify the IDED.
Master Contract # P0606M01054
Funding Agreement # 07-CEBAIVFGF-013 - 3 - Master Fa updated osi3oioe
8.8 Responsibility Upon Default. If the Business fails to perform under the terms of the
Master Contract and/or this CEBA Funding Agreement and the IDED declares the Business in
default, the IDED shall take the lead on recovery of CEBA Award proceeds, as well as
penalties, interest, costs and foreclosure on collateral, provided the Community assigns its
security interest and CEBA contract documents to IDED for collection purposes.
9.0 Negative Covenants of Community. The Community shall not, without written consent
of IDED:
(a) Acceptance of CEBA Award Repayments. Accept any CEBA Award repayments
and/or settlements on Community funds considered local effort for this CEBA Funding
Agreement.
(b) Assignment. Assign its rights and responsibilities under this CEBA Funding
Agreement.
(c) Alter Financial Commitments. Alter, accelerate or otherwise change the terms of the
Community's financial commitment to the Business for this CEBA Funding Agreement.
(d) Administration. Discontinue administration or loan servicing activities under this
CEBA Funding Agreement.
10.0 Community Liability.
10.1 Good Faith Enforcement. The Community's liability under this CEBA Funding
Agreement is limited to those amounts which the Community recovers from the Business in
unused CEBA Award proceeds, enforcement of judgments against the Business and through its
good faith enforcement of the Security Documents executed by the Business. Nothing in this
paragraph shall limit the recovery of principal and interest by IDED in the event of Community's
fraud, negligence, or gross mismanagement in the application for, or use of, sums provided
under this CEBA Funding Agreement.
11.0 Default; Remedies upon Default.
11.1 The terms of the Master Contract regarding Events of Default and Remedies
govern this CEBA Funding Agreement. The following are additional Events of Default for this
CEBA Funding Agreement:
None
11.2 The following are Default Remedies available to IDED in addition to those specified
in the Master Contract:
(a) Repayment of Loan -Failure to Meet Job Obligations. If the Business meets less
than 100% of its Job Obligations, the IDED may require full repayment of the Loan, as permitted
under the Master Contract. IDED may also elect to allow repayment on a pro rata basis as
described below:
If the Business received a Loan at a rate below 6% (the annual interest rate for default
set by the IDED Board), the unpaid principal amount of the Loan may be prorated
between the percentage of FTE Jobs created/retained and the percentage of the
shortfall.
The shortfall principal portion may be amortized over the remaining term of the Loan,
Master Contract # P0606M01054
Funding Agreement # 07-CEBAIVFGF-013 - 4 - n~taster Fa updated osisoioa
beginning at the Project Completion Date, at a default rate of 6% (the annual interest
rate set by the IDED Board). Interest will be charged beginning from the date Loan
proceeds were disbursed to the Community for 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 Loan rate and term.
(b) Repayment of Forgivable Loan -Failure to Meet Job Obligations. If the Business
has fulfilled 50% ormore of its Job Obligations, a pro rata percentage will be forgiven for each
new FTE job created/retained at the time the repayment amount is calculated (e.g. at the
Project Completion Date or the date an Event of Default occurred) Any balance (shortfall) will
be amortized over a two (2) year period (beginning at the at the time the repayment amount is
calculated (e.g. at the Project Completion Date or the date an Event of Default occurred) 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.
(c) Repayment -Time Allowed. If the IDED has allowed repayment of the
Forgivable Loan on a pro rata basis as described in paragraph "b" above, that amount is
immediately due and payable. If the Business has a current Loan balance, the amount owed on
the Forgivable Loan may be combined with the amount owed on the Loan to reflect a single
monthly payment. This combined loan shall be repaid over the time period remaining
(d) Example. CEBA Funding Agreement Exhibit B is an example of how these
repayment calculations will be applied.
12.0 Incorporated documents. The following documents are hereby incorporated by this
reference:
1. The Master Contract and its Exhibits.
2. CEBA Promissory Notes: CEBA Funding Agreement Exhibit Al -Community, and
CEBA Funding Agreement Exhibit A2 -Business.
3. CEBA Funding Agreement Exhibit B -Example: Business Job Shortfall Calculation.
Master Contract # P0606M01054
Funding Agreement # 07-CEBAIVFGF-013 - 5 - n-raster Fa updated osisoio5
IN WITNESS WHEREOF, the parties have executed this CEBA Funding Agreement:
BUSINESS:
BY:
Signature
John E. Butler, CEO
Typed Name and Title
Date
IOWA DEPARTMENT OF ECONOMIC .DEVELOPMENT:
BY:
Michael L. Tramontina, Director
Date
COMMUNITY:
BY:
Sign,
Typed Name and Title
Roy D. Buol, Mayor
Date 5/7/07
Master Contract # P0606M01054
Funding Agreement # 07-CEBAIVFGF-013 - 6 - Masre~FA updaredosisoios
CEBA Funding Agreement Exhibit A1-Community's Promissory Note (Forgivable Loan)
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned promises, in the event
this Forgivable Loan is not forgiven, to pay to the order of the IOWA DEPARTMENT
OF ECONOMIC DEVELOPMENT, at its office at 200 East Grand, Des Moines, Iowa
50309, the sum of ONE HUNDRED AND FIFTY THOUSAND DOLLARS
($150,000) with interest at a rate of 0% unless an Event of Default occurs, in which case
interest shall be at the default rate set forth in Contract number P0606M01054
("Contract"). The terms and conditions by which forgiveness of this Loan may occur are
as specified in the Contract.
Interest shall first be deducted from the payment and any balance shall be applied on
principal. Upon default in payment of any interest, or any installment of principal, the
whole amount then unpaid shall become immediately due and payable at the option of the
holder.
The undersigned, in case of suit on this .note, agrees to 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.
This note shall be secured by the Security specified in the Contract.
Makers, endorsers and sureties waive demand of payment, notice ofnon-payment, protest
and notice. Sureties, endorsers and guarantors agree to all of the provisions of this note,
and consent that the time or times of payment of all or any part hereof maybe extended
after maturity, from time to time, without notice.
ADDRESS:
City Hall
50 West 13"' Street
Dubuque, Iowa 52001
Roy D. Buol, Mayor
Jeanne F. Schneider
A
Date 5/7/07
City of Dubuque
CEBA Funding Agreement Exhibit A1-Community's Promissory Note (Loan)
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned promises to pay to the order
of the IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT, at its office at
200 East Grand, Des Moines, Iowa 50309, the sum of ONE HUNDRED AND FIFTY
THOUSAND DOLLARS ($150,000) with interest thereon at Zero PERCENT (0%) to
be paid as follows:
60 monthly payments of $2,500 beginning on the first day of the fourth month
from the date Award funds are disbursed. Final payment may vary depending upon dates
payments are received.
Interest shall first be deducted from the payment and any balance shall be applied on
principal.
Upon default in payment of any interest, or any installment of principal, the whole
amount then unpaid shall become immediately due and payable at the option of the
holder.
The undersigned, in case of suit on this note, agrees to 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.
This note shall be secured by the Security specified in the Contract.
Makers, endorsers and sureties waive demand of payment, notice ofnon-payment, protest
and notice. Sureties, endorsers and guarantors agree to all of the provisions of this note,
and consent that the time or times of payment of all or any part hereof maybe extended
after maturity, from time to time, without notice.
ADDRESS:
City Hall
50 West 13"' Street
Dubuque, Iowa 52001
Roy D. Buol, Mayor
Jeanne F. Schneider
Date 5/7/07
CEBA Funding Agreement Exhibit A2- Business's Promissory Note {Forgivable Loan)
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned promises, in the event
this Forgivable Loan is not forgiven, to pay to the order of the IOWA DEPARTMENT
OF ECONOMIC DEVELOPMENT, at its office at 200 East Grand, Des Moines, Iowa
50309, the sum of ONE HUNDRED AND FIFTY THOUSAND DOLLARS
($150,000) with interest at a rate of 0% unless an Event of Default occurs, in which case
interest shall be at the default rate set forth in Contract number P0606M01054
("Contract"). The terms and conditions by which forgiveness of this Loan may occur are
as specified in the Contract.
Interest shall first be deducted from the payment and any balance shall be applied on
principal. Upon default in payment of any interest, or any installment of principal, the
whole amount then unpaid shall become immediately due and payable at the option of the
holder.
The undersigned, incase of suit on this note, agrees to 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.
This note shall be secured by the Security specified in the Contract.
Makers, endorsers and sureties waive demand of payment, notice ofnon-payment, protest
and notice. Sureties, endorsers and guarantors agree to all of the provisions of this note,
and consent that the time or times of payment of all or any part hereof maybe extended
after maturity, from time to time, without notice.
Cottin ham & Butler, Inc.
By:
J~ h /~ ~ lfv'f~~f-
Print or Type Name, Title
Address:151 West 8th, 300 Security Building
Dubuque, Iowa 52001
Date y~Z 6 /d 7
CEBA Funding Agreement Exhibit A2- Business's Promissory Note Loan)
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned promises to pay to the order of the
IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT, at its office at 200 East
Grand, Des Moines, Iowa 50309, the sum of ONE HUNDRED AND FIFTY
THOUSAND DOLLARS ($50,000) with interest thereon at Zero PERCENT (0%) to
be paid as follows:
60 monthly payments of $2,500 beginning on the first day of the fourth month
from the date Award funds are disbursed. Final payment may vary depending upon dates
payments are received.
Interest shall first be deducted from the payment and any balance shall be applied on
principal.
Upon default in payment of any interest, or any installment of principal, the whole
amount then unpaid shall become immediately due and payable at the option of the
holder.
The undersigned, in case of suit on this note, agrees to 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.
This note shall be secured by the Security specified in the Contract.
Makers, endorsers and sureties waive demand of payment, notice ofnon-payment, protest
and notice. Sureties, endorsers and guarantors agree to all of the provisions of this note,
and consent that the time or times of payment of all or any part hereof maybe extended
after maturity, from time to time, without notice.
Cot ' ham & Butler, Inc.
By:
Joy n E ,c~.f ~~, ~~ a
Print or Type Name, Title
Address:151 West 8t", 300 Security Building
Dubuque, Iowa 52001
Date / ~Z~~O 7
EXHIBIT B - 4
EZ FUNDING AGREEMENT
BUSINESS:
COMMUNITY:
MASTER CONTRACT NUMBER:
FUNDING AGREEMENT NUMBER:
ENTERPRISE ZONE NAME:
ZONE CERTIFICATION DATE:
ZONE EXPIRATION DATE:
Cottinaham & Butler. I
City of Dubuque
P0606M01054
07-EZ-021
Zone EZ-1
November 1.2004
November 1, 2014
THIS ENTERPRISE ZONE (EZ) FUNDING AGREEMENT is made by and among the
IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT, 200 East Grand Avenue, Des Moines,
Iowa 50309 ("IDED"), the business identified above ("Business"), and the community identified
above ("Community"), effective as of the Contract Effective Date stated in the Master Contract
identified above.
WHEREAS, the purpose of the EZ Program is to promote new economic development in
economically distressed areas; and
WHEREAS, the Community has designated and IDED has certified the Enterprise Zone
identified above; and
WHEREAS, eligible businesses locating or located in an Enterprise Zone are authorized
under this program to receive certain tax incentives and assistance and the Business has
located, or will locate, within the certified Enterprise Zone; and
WHEREAS, the Enterprise Zone Commission responsible for the above-identified Zone
has recommended approval and IDED has found the Business' application to be consistent with
the EZ Program's eligibility requirements; and
WHEREAS, the Business has executed the Master Contract described above with the
IDED pursuant to an Award on the Award Date stated in the Master Contract to the Business for
the Project; and
WHEREAS, the Master Contract specifies that for each program funding source the
IDED and the Business shall enter into a Funding Agreement; and
WHEREAS, this EZ Funding Agreement contains additional terms and conditions for the
award of EZ benefits and
NOW, THEREFORE, the Business and Community accept the terms and conditions set
forth in this EZ Funding Agreement and the Master Contract for the funding of the Project. In
consideration of the mutual promises contained in the Master Contract and this EZ Funding
Agreement and other good and valuable consideration, it is agreed as follows:
1.0 Master Contract. Unless otherwise specified in this EZ Funding Agreement, the
definitions, terms, conditions, and provisions contained in the Master Contract are applicable to
this EZ Funding Agreement. The following provisions in the Master Contract do not apply to this
EZ Funding Agreement:
Article 3.1(b) -Definition of "Project Completion Date" and "Job Maintenance Period." [The EZ
program has different time periods for these activities.]
Article 4.3 -Repayment obligation. [No promissory note required for tax credits.]
Article 5.1(c) -Promissory Notes. [Execution of note is not a condition precedent to receipt of
tax credit benefits]
Article 5.1(g) -Security Documents. [Execution of Security Documents is not a condition
precedent to receipt of tax credit benefits].
Article 5.1(m) -Requests for disbursement. [Not required for tax credit program benefits.]
Article 5.2 -Prior costs. [Not applicable to tax credit program benefits.]
Article 5.3 -Cost variation. [Not applicable to tax credit program benefits.]
Article 5.5 -Investment of Award Proceeds. [No proceeds in tax credit programs.]
Article 6 -Security, Cross-collateralization.. [Not applicable to tax credit program benefits.]
Article 9.1(a) -Nonpayment as an Event of Default. [Not applicable because there are no loan
payments in tax credit programs].
Article 9.1(c) -Noncompliance with Security Documents as an Event of Default. [Not applicable
because there are no Security Documents required in tax credit programs].
Article 9.1(g) -Lien Deficiencies as an Event of Default. [Not applicable because there are no
Security Documents required in tax credit programs.]
2.0 Definitions. As used in this EZ Funding Agreement, the following terms shall apply:
2.1 Agreement Expiration Date. Expiration of this EZ Funding Agreement occurs upon
the happening of one of the following events, whichever occurs first:
(a) IDED's determination that the Business has fully met the requirements of the EZ
Funding Agreement, including meeting its Job Obligations, and IDED closes out this
EZ Funding Agreement.
(b) An Event of Default occurs that is not remedied within the time period allowed
under Article 5.0 of this EZ Funding Agreement.
(c) This EZ Funding Agreement is terminated upon mutual, written agreement of
the Business, the Community and IDED.
2.2 EZ Program. "EZ Program" means the Enterprise Zone Program. The EZ Program
is authorized by Iowa Code (2005) sections 15E.191 through 15E.196.
Master Contract # P0606M01054
Funding Agreement #07-EZ-021 - 2 - Master Fa updated osi3oios
2.3 EZ Award. "EZ Award" means IDED's approval of the Business's Financial
Assistance Application for the Project. This EZ Award authorizes the Business to receive EZ
Program benefits.
2.4 "Annual Base Rent". "Annual Base Rent" means the Business' annual lease
payment minus taxes, insurance, and operating or maintenance expenses.
2.5 "Commission" or "Enterprise Zone Commission" or "Enterprise Zone Commission"
means the Enterprise Zone commission established by the Community responsible for the
certified Enterprise Zone.
2.6 "Enterprise Zone." "Enterprise Zone" means the site within the Community certified
by the IDED Board for the purpose of attracting private investment.
2.7 Project Completion Date. "Project Completion Date" means: (1) the first date upon
which the average annualized production of finished product for the preceding ninety-day period
at the manufacturing facility operated by the Business within the Enterprise Zone is at least fifty
percent of the initial design capacity of the facility; or (2) for existing or non-manufacturing
facilities, the date of completion of all improvements included in the Project.
2.8 "Project Jobs" means the number of new Full-time Equivalent (FTE) Jobs created
by the location or expansion of the Business in the Enterprise Zone, as shown in Master
Contract Exhibit D.
3.0 Enterprise Zone Benefits.
3.1 Benefits Available. The following Enterprise Zone benefits are available to the
Business under this EZ Funding Agreement:
(a) Supplemental New Jobs Credit. As provided in Iowa Code section 15.331, the
Business is eligible to claim a supplemental new jobs credit from withholding in an amount equal
to 1'/2 percent of the gross wages paid by the Business. The supplemental new jobs credit
available under this program is in addition to and not in lieu of the program and withholding
credit of 1 %2 percent authorized under Iowa Code chapter 260E.
Additional new jobs created by the project, beyond those that were agreed to in Article 4
of this Agreement, are eligible for the additional 1 %2 percent withholding credit as long as those
additional jobs meet the local Enterprise Zone wage eligibility criteria and are an integral part or
a continuation of the Project. Approval and administration of the supplemental new jobs credit
shall follow existing procedures established under Iowa Code chapter 260E.
(b) Value-Added Property Tax Exemption. The Community has approved an
exemption from taxation all or a portion of the value added to the property upon which the
Business locates or expands in the Enterprise Zone and which is used in the operation of the
Business. The amount of the exemption is detailed in Attachment B, "Community Resolution
Authorizing Property Tax Exemptions for the Enterprise Zone."
Master Contract # P0606M01054
Funding Agreement #07-EZ-021 - 3 - Nrasrer Fa ~pdared osi3oioe
(c) Investment Tax Credit.
(i) The Business may claim an investment tax credit as provided in Iowa
Code section 15.333. An investment tax credit may be claimed of up to a
maximum of ten percent (10%) of the new investment which is directly
related to the Project Jobs created by the location or expansion of the
Business in the Enterprise Zone. The Business may not claim an investment
tax credit for capital expenditures above the amount stated in Article 4.3 of
this EZ Funding Agreement. The credit is to be taken in the year the
qualifying asset is placed in service. Any credit in excess of the tax liability
for the tax year may be credited to the tax liability for the following seven
years or until depleted, whichever occurs earlier.
(ii) The tax credit shall be amortized equally over afive-year period which the
department will, in consultation with the eligible business, define. The five-
yearamortization period is specified below:
Amortization Schedule
Jul 1, 2006 -June 30, 2007 $100,600
Jul 1, 2007 -June 30, 2008 $100,600
Jul 1, 2008 -June 30, 2009 $100,600
Jul 1, 2009 -June 30, 2010 $100,600
Jul 1, 2010 -June 30, 2011 $100,600
(iii) EZ Funding Agreement Exhibit C, "Investment Tax Credit Amortization
Schedule Examples," illustrates how the 5-year amortization requirement will be
applied.
(iv) The capital expenditures eligible for the investment tax credit are:
1. The purchase price of real property and any existing buildings and
structures located on the real property.
2. The cost of improvements made to real property which is used in
operation of the Business.
3. The costs of manufacturing machinery and equipment and computers,
as defined in Iowa Code section 427A.1(1) "e" and "j," which are
purchased for use in the operation of the Business and which the
purchase price have been depreciated in accordance with generally
accepted accounting principles.
4. Ten (10) years of Annual Base Rent payments provided the cumulative
cost of these payments does not exceed the cost of the land and the
third-party developer's costs to build or renovate the building. Annual
base rent shall only be considered when the project includes the
construction of a new building or the major renovation of an existing
building.
(d) Refund Of Sales, Service And Use Taxes Paid To Contractors Or
Subcontractors. The Business is eligible for a refund of sales, service and use taxes paid to
contractors and subcontractors as authorized in Iowa Code section 15.331A.
Master Contract # P0606M01054
Funding Agreement #07-EZ-021 - 4 - Nrasrer Fa updated osisoios
(i) The Business may apply for a refund of the sales and use taxes paid under Iowa
Code chapters 422 and 423 for gas, electricity, water or sewer utility services,
goods, wares, or merchandise, or on services rendered, furnished, or performed
to or for a contractor or subcontractor and used in the fulfillment of a written
contract relating to the construction or equipping of a facility within the Enterprise
Zone.
(ii) Taxes attributable to intangible property and furniture and furnishings shall not be
refunded.
To receive a refund of the sales, service and use taxes paid to contractors or
subcontractors, the Business must, within one year after Project Completion, make an
application to the Department of Revenue.
3.2 Duration Of Benefits. The Enterprise Zone designation shall remain in effect for
ten years following the date of certification. Any state or local incentives or assistance that may
be conferred must be conferred before the designation expires. However, the benefits of the
incentive or assistance may continue beyond the expiration of the Enterprise Zone designation.
3.3 Benefits Not Available. The following Enterprise Zone benefits are not available
to the Business under this agreement:
(a) Additional Research Activities Credit.
(b) Refund of Taxes Attributable to Racks. Shelving, and Convenor Equipment.
4.0 Conditions to Receipt of Enterprise Zone Benefits.
The Enterprise Zone Benefits authorized under this EZ Funding Agreement are available to the
Business provided the Business, (and where applicable, the Community) satisfies each of the
following conditions:
4.1 Job Creation And Maintenance. The Business shall create the Project Jobs
within three (3) years of the Effective Date (defined in the Master Contract). The Business shall
maintain the Project Jobs for a period of ten (10) years from the date the Business first meets its
Job Obligations as shown in Master Contract Exhibit D.
4.2 Average Wage. The Business shall pay an average starting wage for the Project
Jobs, as shown in Master Contract Exhibit D.
4.3 Investment. Within three (3) years of the Effective Date (as defined in the Master
Agreement), the Business shall make a capital investment of $5,030,000 within the Enterprise
Zone, as defined in 3.1(c).
4.4 Medical And Dental Insurance. The Business provides all full-time employees
with the option of choosing one of the following:
(a) The Business pays 80 percent of both of the following:
(i) the cost of a standard medical insurance plan, and
(ii) the cost of a standard dental insurance plan or an equivalent plan;
Master Contract # P0606M01054
Funding Agreement #07-EZ-021 - 5 - Master Fa ~pdared osisoio5
(b) The Business provides the employee with a monetarily equivalent plan to the plan
provided in "a."
4.6 Business Retention. The Business shall have and maintain Project operations
contemplated by this Agreement within the Community at least through the Agreement
Expiration Date.
4.7 Other Conditions. Authorized benefits may be requested when all required
contract conditions have been satisfied and the status of all prior awards are current and in
good standing.
5.0 Events of Default; Notice of Default; Repayment Provisions.
5.1 Events of Default. The terms of the Master Contract regarding Events of Default and
Remedies govern this EZ Funding Agreement.
5.2 Notice of Default. The following Notice of Default and repayment provisions
supersede the Notice of Default and repayment provisions specified in the Master Contract:
(a) From Department. If, through the Mid-Year Status Report, End-of-Year Status
Report , or other means, the IDED has reason to believe the Business is in default of the terms
of this Agreement, the IDED will issue a written Notice of Default to the Business, setting forth
the nature of the default in reasonable specificity, and providing therein a reasonable period of
time, which shall not be less than 30 days from the date of the Notice of Default, in which the
Business shall have an opportunity to cure, provided that cure is possible and feasible. A copy
of any Notice of Default will also be provided to the Community and Department of Revenue.
(b) From Community. If, through monitoring, auditing or other means, the
Community has reason to believe the Business is in default of the terms of this Agreement, the
Community will issue a written Notice of Default to the Business, setting forth the nature of the
default in reasonable specificity, and providing therein a reasonable period of time, which shall
not be less than 30 days from the date of the Notice of Default, in which the Business shall have
an opportunity to cure, provided that cure is possible and feasible. A copy of any Notice of
Default will also be provided to the IDED and Department of Revenue.
5.3 Repayment Provisions. If the Business has received incentives or assistance under
the EZ Program and fails to meet and maintain any one of the requirements of the EZ Program,
the EZ Program Administrative Rules (261 IAC chapter 59) or any term of this EZ Funding
Agreement, the Business is subject to repayment of all or a portion of the incentives and
assistance that it has received, as detailed below:
(a) Job creation. If the Business does not meet its job creation and maintenance
requirement, repayment shall be calculated as follows:
(i) If the Business has met 50 percent or less of the requirement, the
Business shall repay the same percentage in benefits as the Business
failed to create in jobs.
(ii) If the Business has met more than 50 percent but not more than 75
percent of the requirement, the Business shall repay one-half of the
percentage in benefits as the Business failed to create in jobs.
Master Contract # P0606M01054
Funding Agreement #07-EZ-021 - 6 - Masrer Fa updated osisoioe
(iii) If the Business has met more than 75 percent but not more than 90
percent of the requirement, the Business shall repay one-quarter of the
percentage in benefits as the Business failed to create in jobs.
(iv) If the Business has not met the minimum job creation requirement of ten
(10) new full-time jobs, the Business shall repay all of the incentives and
assistance that it has received.
(b) Wages and benefits. If the Business fails to comply with the wage or benefit
requirements, the Business shall not receive Enterprise Zone benefits for each year during
which the Business is not in compliance.
(c) Capital Investment. If the Business does not meet the capital investment
requirement, repayment shall be calculated as follows:
(i) If the Business has met 50 percent or less of the requirement, the
Business shall repay the same percentage in benefits as the Business
failed to invest.
(ii) If the Business has met more than 50 percent but not more than 75
percent of the requirement, the Business shall repay one-half of the
percentage in benefits as the Business failed to invest.
(iii) If the Business has met more than 75 percent but not more than 90
percent of the requirement, the Business shall repay one-quarter of the
percentage in benefits as the Business failed to invest.
(iv) If the Business has not met the minimum investment requirement of
$500,000, the Business shall repay all of the incentives and assistance
that it has received.
(d) Department of Revenue: Community Recovery. Once it has been established,
through the Business' annual certification, monitoring, audit or otherwise, that the Business
is required to repay all or a portion of the incentives received, the Department of Revenue
and the Community shall collect the amount owed. The Community has the authority,
pursuant to the EZ Program, to take action to recover the value of taxes not collected as a
result of the exemption provided by the Community to the Business. Department of Revenue
has the authority, pursuant to the EZ Program, to recover the value of state taxes or
incentives provided under the EZ Program. The value of state incentives provided under the
EZ Program includes applicable interest and penalties.
6.0 Incorporated documents. The following documents are hereby incorporated by this
reference:
1. The Master Contract number and its Exhibits.
2. EZ Funding Agreement Exhibit A, "Enterprise Zone Commission Resolution
Approving the Business's Enterprise Zone Application."
3. EZ Funding Agreement Exhibit B, "Community Resolution Authorizing Property
Tax Exemptions for the Enterprise Zone."
4. EZ Funding Agreement Exhibit C, "Investment Tax Credit Amortization Schedule
Examples."
Master Contract # P0606M01054
Funding Agreement #07-EZ-021 - 7 - n-faSrerFa ~,odarea osisoioe
IN WITNESS WHEREOF, the parties have executed this EZ Funding Agreement:
BUSINESS:
BY:
Signature
John E. Butler, COE
Typed Name and Title
Date 4/26/07
IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT:
BY:
Michael L. Tramontina, Director
Date
COMMUNITY:
BY:
Signature
Roy D. Buol, Mayor
Type Name and Title
Date5/7/07
Master Contract # POS06M01054
Funding Agreement #07-EZ-021 - 8 - Master Fa ~Pdared osi3oios
EZ Funding Agreement Exhibit A
Enterprise Zone Commission Resolution
Approving the Business's Enterprise Zone Application
CITY OF DUBUQUE, IOWA
ENTERPRISE ZONE COMMISSION
RESOLUTION
A RESOLUTION APPROVING THE FILING OF AN APPLICATION WITH THE
IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT REQUESTING
ENTERPRISE ZONE BENEFITS ON BEHALF OF COTTINGHAM AND
BUTLER INC.
Whereas, the State of Iowa Department of Economic Development (IDED) is
accepting applications from eligible businesses pursuant to the authority of House File
724, Enterprise Zone Legislation; and
Whereas, the City of Dubuque, Iowa has two certified Enterprise Zones; and
Whereas, the City's Enterprise Zone Commission has been created by City
Ordinance to review applications for tax incentives and assistance based on criteria
specified by law and to transmit its recommendation to the IDED; and
Whereas, the C"sty's Enterprise Zone Commission has reviewed an application
from Cottingham & Butter Inc. and has found the proposed project eligible to apply for
Enterprise Zone benefits.
NOW, THEREFORE, BE IT RESOLVED BY THE ENTERPRISE ZONE
COMMISSION OF THE CITY OF DUBUQUE, IOWA:
- Section 1. That the Cottingham & Butler Inc. application for Enterprise Zone
benefits is approved.
Section 2. That Cottingham & Butler Inc. will create ninety (90) new jobs in the
city's downtown.
Section 3. That Cottingham & Butler Inc. will invest approximately $6,317,000
in Enterprise Zone 1 as part of the renovation project.
Section 3. That the Chairperson is hereby authorized and directed to execute,
on behalf of the Enterprise Zone Commission, the joint application for Enterprise Zone
benefits.
Passed, approved and adopted this 18th day of September 2006.
Richard Stein
Chair
F:\USERS1Adejong\Enterprise ZonelCottingham & Butler\C & B EZ resolution.doc
EZ Funding Agreement Exhibit B
Community Resolution
Authorizing Property Tax Exemptions for the Enterprise Zone
IA DEPT. OF ECONOMIC DEVELOPMENT
RESOLUTION NO. 556-06 ~~~ ~ ~~ ZU~6
BUREAU OF BUSINESS FlNANCE
RESCINDING RESOLUTION N0.468-06 AND AUTHORIZING THE FILING OF AN
AMENDED COMMUNITY ECONOMIC BETTERMENT ACCOUNT (CEBA)
APPLICATION ON BEHALF OF COTTINGHAM & BUTLER, INC.
Whereas, Cottingham 8 Butler, Inc. has proposed the expansion of its operations in Dubuque,
Iowa; 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 90
new jobs for area residents; and
Whereas, the Iowa Department of Economic Developments 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 CEBA program;
and
Whereas, Resolution No. 468-06 incorrectly stated the local commitment made in the CEBA
application; and
Whereas, the City Council finds that the application for participation in the Community
Economic Betterment Account program and the local match identified in the application should be
approved.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA:
Section 1. That Resolution No. 468-06 is hereby rescinded.
Section 2. That the application and the local match identified in the application as $600,000 in
loans, $40,000 in grants and a 10-year TIF rebate for increased building valuation estimated atone
million dollars to the company is herebkapproved, subject to approval by the Iowa Department of
Economic Development.
Section 3. That the Mayor is hereby authorized to execute and the City Manager is hereby
directed to submit said application to the Iowa Department of Economic Development together with
such additional documents as may be required.
Passed, approved, and adopted this 20th day of November, 2006.
a
Roy D. Bu ,Mayor
Att t:
eanne Schneider, City Clerk
F:\USERS\DHeiarlCottingham 8 Butler\Resolution rescinding no 468-06.doc
EZ Fundin~A~reement Exhibit C
Investment Tax Credit Amortization Schedule Examples
EZ Funding Agreement
Exhibit C
Investment Tax Credit Amortization Schedule Examples
Background Information:
Effective July 1, 2005, Investment Tax Credits (or Insurance Premium Tax Credits) awarded to a Business by the
Iowa Department of Economic Development must be amortized equally over a 5-year period. The Department will
determine the amortization schedule and include it in the Business' funding agreement.
Please note Investment Tax Credits (or Insurance Premium Tax Credits) are earned when the corresponding asset
(e.g. the building, a piece of machinery & equipment, etc.) is placed in service. "Placed in service" typically
corresponds with the point in time when the Business can start depreciating the asset for tax purposes.
Earned Investment Tax Credits (or Insurance Premium Tax Credits) which cannot be used because of the
amortization schedule or because the credits exceed the Business' tax liability for that tax year maybe carried
forward for up to seven additional tax years.
Example #I
In this example, the Business is eligible to receive an Investment Tax Credit (ITC) in the amount of $100,000. The
ITC is earned on December 15, 2005 and may be carried forward until the tax year in which December 15, 2012
falls. The Business' ITC amortization schedule follows:
Fiscal Year 2007 -July 1, 2006 -June 30, 2007 $20,000
Fiscal Year 2008 -July 1, 2007 -June 30, 2008 $20,000
Fiscal Year 2009 -July 1, 2008 -June 30, 2009 $20,000
Fiscal Year 2010 -July 1, 2009 -June 30, 2010 $20,000
Fiscal Year 2011 -July 1, 2010 -June 30, 2011 $20,000
As the ITC was earned in the first year, the Business may claim up to $20,000 on its tax return for that tax year. The
Business' tax liability for that tax year is $15,000 therefore; the Business will carry forward $5,000 of unused
credits.
ITC Earned -Total
$100,000
ITC Available to be Taken based on the Amortization Schedule $20,000 (FY 2006)
Less ITC Claimed on Current Year's Tax Return $15 000
ITC to be Carried Forward into Future Tax Year $ 5,000
The following year the Business may claim up to $25,000 in ITCs on its tax return; $5,000 being carried forward
from last year plus another $20,000 based on the amortization schedule. The Business' tax liability for the current
tax year is $25,000.
ITC Earned -Total $100,000
Less ITC Claimed to Date $ 15 000
ITC Remaining -Total $ 85,000
ITC Available to be Taken based on the Amortization Schedule $20,000 (FY 2007)
Plus ITC Carried Forward from Previous Year $ 5,000
Less ITC Claimed on Current Year's Tax Return $25 000
ITC to be Carried Forward into Future Tax Year $ 0
September 14, 2005
The Business would be able to continue to take tax credits based on the amortization schedule and its tax liability
each year. If this example were to continue, the tax credits could continue to be claimed until they are exhausted or
until the carry forward period expires in the tax year in which December 15, 2012 falls.
Example #2
In this example, the Business is eligible to receive an Investment Tax Credit (ITC) in the amount of $500,000. The
ITC is earned on February 15, 2008 and may be carried forward until the tax year in which February 15, 2015 falls.
The Business' ITC amortization schedule follows:
Fiscal Year 2007 -July 1, 2005 - June 30, 2007 $100,000
Fiscal Year 2008 -July 1, 2006 - June 30, 2008 $100,000
Fiscal Year 2009 -July 1, 2007 - June 30, 2009 $100,000
Fiscal Year 2010 -July 1, 2008 -June 30, 2010 $100,000
Fiscal Year 2011 -July 1, 2009 -June 30, 2011 $100,000
As the ITC was earned in the third year of the amortization schedule, the Business may claim up to $300,000 on its
tax return for that tax year ($100,000 per year for 3 years). The Business' tax liability for that tax year is $50,000
therefore; the Business will carry forward $250,000 of unused credits.
ITC Earned -Total
$500,000
ITC Available to be Taken based on the Amortization Schedule $300,000 (FY 2006 - FY 2008)
Less ITC Claimed on Current Year's Tax Return $ 50,000
ITC to be Carried Forward into Future Tax Year $250,000
The following year the Business may claim up to $350,000 in ITCs on its tax return; $250,000 being carried forward
from last year plus another $100,000 based on the amortization schedule. The Business' tax liability for the current
tax year is $60,000.
ITC Earned -Total $500,000
Less ITC Claimed to Date $ 50,000
ITC Remaining -Total $450,000
ITC Available to be Taken based on the Amortization Schedule $100,000 (FY 2009)
Plus ITC Carried Forward from Previous Year $250,000
Less ITC Claimed on Current Year's Tax Return $ 60,000
ITC to be Carried Forward into Future Tax Year $290,000
The following year the Business may claim up to $390,000 in ITCs on its tax return; $290,000 being carried forward
from last year plus another $100,000 based on the amortization schedule. The Business' tax liability for the current
tax year is $50,000.
ITC Earned -Total $500,000
Less ITC Claimed to Date $110,000
ITC Remaining -Total $390,000
ITC Available to be Taken based on the Amortization Schedule $100,000 (FY 2010)
Plus ITC Carried Forward from Previous Year $290,000
Less ITC Claimed on Current Year's Tax Return $ 50 000
ITC to be Carried Forward into Future Tax Year $340,000
After FY 2010, the Business is no longer subject to the amortization schedule and therefore, it would be able to
continue to take tax credits based on its tax liability each year. If this example were to continue, the tax credits
could continue to be claimed until they are exhausted or until the carry forward period expires in the tax year in
which February 15, 2015 falls.
September 14, 2005
DESCRIPTION OF THE PROJECT AND AWARD BUDGET
(EXHIBIT C)
Name of Business: Cottingham & Butler, Inc.
Contract Number: P0606M01054
PROJECT DESCRIPTION
Cottingham & Butler Insurance Service Inc. will expand and update their current facilities. The project involves
building construction, computer hardware and software, furniture and fixture purchases, and job training. The Business
will create a total of 90 fuli time equivalent positions as a result of this project.
CEBA EZ
'Project Completion Date: October 31, 2009 October 31, 2009
Job Maintenance Period: October 31, 2011 Once the 90 new jobs pledged have been achieved, the jobs will need
to be maintained for an additional ten years.
SOURCE OF FUNDS
IDED Programs
CEBA
CEBA
Enterprise Zone benefits
';:Community College
City of Dubuque
Cottingham & Butler
SUB TOTAL
AWARD BUDGET
USE OF FUNDS
Amount Cost
Land Acquisition $0
$150,000 forgivable loan Site Preparation $0
$150,000 loan Historic Preservation Gosts $1,200,000
' See below *Buildinq Construction $4,800,000
Building Remodeling $o
$450,000 job training .Mfg Machinery and Equipment $0
$320,000 TlFiloan/grant !Other Machinery and Equipment $0
$6,597,000 casniequity Racking, Shelving, etc. $0
"Computer Hardware $230,000
!Computer Software $287,000
Furniture and Fixtures $700,000
Working Capital $0
'.Research and Development $0
Job Training $450,000
OtherExpenses $0
$7,667,000 SUBTOTAL $7,667,000
included as capital investment R awarded tax cr edtl piogiam
SUBTOTAL $0 SUBTOTAL $0
TOTAL ALL FUNDS $7,667,000 ;7,667,000
5623,000 estimated State oenetits t local property tax ezernptions Note: Costs associated with Hkmric Freserva~~n are not eiibie for ez benefits.
Nov-O6
EXHIBIT D -JOB OBLIGATIONS
Jobs Created or Retained through this Project
Cottingham & Butler, Inc.
Contract #: P0606M01054
Below is a list of the jobs that must be retained and/or created as a result of this Project. A "retained job" is an existing job that would be eliminated or moved to another state
if the project did not proceed in Iowa. A "created job" means the number of new FTE Jobs the Business will add over and above the Business's Employment Base and, if
applicable, Statewide Employment Base. "Qualifying jobs" are those created or retained jobs that qualify for program funding. "Non-qualifying jobs" are those jobs created
or retained by the project that do not qualify for funding, but would not be created or retained if the Project did not proceed.
PROJECT JOBS CEBA
$20.36 EZ
$12.41
Job Title
# of Jobs Type of Job:
Created (C) or
Retained.. R Starting or
Current Hourly
Wa e Avg. Benefit
Value
Qualifying
Non-Qualifying
Qualifying
Non-Qualifying
IT Programmer 1 C $26.44 $3.70 1 1
Sales Executive 4 C $43.27 $3.70 4 4
Sales Person/EDP 8 C $19.23 $3.70 8 8
Department Manager 1 C $48.08 $3.70 1 1
Account Administrator 5 C $14.42 $3.70 5 5
Benefit Mana er 1 C $16.83 $3.70 1 1
Underwriter 1 C $36.06 $3.70 1 1
Account Executive 1 C $60.10 $3.70 1 1
Benefit Claims Examiner 2 C $9.62 $3.70 2 2
Case/Disease Mana er 3 C $19.23 $ 3.70 3 3
Claims Mana er 3 C $15.38 $ 3.70 3 3
IT Pro rammer 1 C $24.04 $ 3.70 1 1
Accountant 1 C $16.83 $ 3.70 1 1
Recruiter 1 C $21.63 $ 3.70 1 1
Administrative Su ort 1 C $12.02 $ 3.70 1 1
Sales Executive 2 C $43.27 $ 3.70 2 2
Sales Person/EDP 9 C $19.23 $ 3.70 9 9
Account Administrator 6 C $14.42 $ 3.70 6 6
Benefit Mana er 1 C $16.83 $ 3.70 1 1
Safet Consultant 1 C $21.63 $ 3.70 1 1
Benefit Claims Examiner 2 C $9.62 $ 3.70 2 2
Case/Disease Mana er 2 C $19.23 $ 3.70 2 2
Claims Examiner 3 C $15.38 $ 3.70 3 3
IT Pro rammer 1 C $24.04 $ 3.70 1 1
Accountant 1 C $16.83 $ 3.70 1 1
Sales Executive 3 C $43.27 $ 3.70 3 3
Sales Person/EDP 8 C $19.23 $ 3.70 8 8
Underwriter/Ca tive Mana er 2 C $38.46 $ 3.70 2 2
Account Administrator 6 C $14.12 $ 3.70 6 6
Benefit Mana er 1 C $16.83 $ 3.70 1 1
Safet Consultant 1 C $21.63 $ 3.70 1 1
Benefit Claims Examiner 2 C $9.62 $ 3.70 2 2
Case/Disease Mana er 1 C $19.23 $ 3.70 1 1
Claims Examiner 4 C $15.38 $ 3.70 4 4
Totals: 90 56 34 90 0
Business Employment Base: 306 Statewide Employment Base:
Job Performance Obligations
CEBA Program: As a result of this project, Cottingham & Butler, Inc. will create 90 full-time equivalent (FTE) jobs above a base employment
of 306 FTE jobs at the Dubuque location. 56 of the created project jobs will have starting wages that meet or exceed $20.36 (100%) per
hour. The average wage, including benefits, of the 56 qualifying project jobs will be at least $25.54 per hour.
EZ Program: Cottingham & Butler, Inc. will create 90 new full-time equivalent (FTE) jobs at the Dubuque location with an average wage
equal to or greater than $21.08 per hour.
Nov-O6
MASTER CONTRACT
BY AND BETWEEN
Cottingham & Butler, Inc.
AND THE
IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT
CONTRACT NUMBER: P0606M01054
TABLE OF CONTENTS
ARTICLE 1. MASTER CONTRACT DURATION; FUNDING AGREEMENT DURATION
ARTICLE 2. FUNDING
Article 2.1 Funding Sources
Article 2.2 Reduction, Discontinuance or Alteration of Funding
ARTICLE 3. CONTRACT STRUCTURE AND DEFINITIONS; DOCUMENTS INCORPORATED BY
REFERENCE; ORDER OF PRIORITY
Article 3.1 Contract Structure and Definitions
Article 3.2 Documents Incorporated by Reference
Article 3.3 Business's Financial Assistance Application on File
Article 3.4 Order of Priority
ARTICLE 4. AWARD
Article 4.1 Description of the Project and Award Budget
Article 4.2 Job Obligations
Article 4.3 Repayment Obligation
ARTICLE 5. CONDITIONS TO DISBURSEMENT OF FUNDS; DISBURSEMENT TERMS
Article S.1 Documents Submitted
Article 5.2 Prior Costs
Article 5.3 Cost Variation
Article 5.4 Suspension of Disbursement
Article S.S Investment ofAward Proceeds
ARTICLE 6. SECUR ITY; CROSS-COLLATERALIZATION
Article 6.1 Secured Property
Article 6.2 Value of Collateral
Article 6.3 Additional or Substitute Collateral
ARTICLE 7. REPRE SENTATIONS AND WARRANTIES
Article 7.1 Organization and Qualifications
Article 7.2 Authority and Validity of Obligations
Article 7.3 Use of Proceeds
Article 7.4 Subsidiaries
Article 7. S Financial Reports
Article 7.6 No Material Adverse Change
Article 7.7 Full Disclosure; Business's Financial Assistance Application
Article 7.8 Trademarks, Franchises and Licenses
Article 7.9 Governmental Authority and Licensing
Article 7.10 Litigat'on and Other Controversies
Article 7.11 Good ~itle
Article 7.12 Taxes
Article 7.13 Other Contracts
Article 7.14 No Default
Article 7.1 S Compliance with Laws
Article 7.16 Effective Date of Representations and Warranties
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ARTICLE 8. COVI
Article 8.1
Article 8.2
Article 8.3
Article 8.4
Article 8.5
Article 8.6
Article 8.7
Article 8.8
Article 8.9
Article 8.10
Article 8.11
Article 8.12
Article 8.13
Article 8.14
Article 8.1 S
Article 8.16
Article 8.17
Article 8.18
Article 8.19
~,NANTS
Maintain Existence in Iowa
Job Obligations
Performance Obligations
Maintenance of Properties
Taxes and Assessments
Insurance
Required Reports
Inspection and Audit
Mergers, Consolidations and Sales
Formation and Maintenance of Subsidiaries
Compliance with Laws
Use of Award Proceeds
Changes in Business Ownership, Structure or Control
Notice of Meetings
Notice of Proceedings
Accounting Records
Restrictions
No Changes in Business Operations
Indemnification
ARTICLE 9. EVENTS OF DEFAULT AND REMEDIES
Article 9.1
Article 9.2
Article 9.3
Article 9.4
Article 9.5
ARTICLE 10. MISC
Article 10.1
Article 10.2
Article 10.3
Article 10.4
Article 10.5
Article 10.6
Article 10.7
Article 10.8
Article 10.9
Article 10.10
Article 10.11
Article 10.12
Article 10.13
Article 10.14
Article 10.15
Events of Default
Default Remedies
Default Interest Rate
Expenses
Notice of Default and Opportunity to Cure
ELLANEOUS
Timely Performance
State oflowa Recognition
Choice of Law and Forum
Governing Law
Master Contract/Funding Agreement Amendments
Notices
Headings
Final Authority
Waivers
Counterparts
Survival of Representations
Severability of Provisions
Successors and Assigns
Termination
Integration
Contract #P0606M01054 - 3 - Master updated siz3ios
MASTER CONTRACT
BUSINESS: Cottingham & Butler, Inc.
MASTER CONTRACT NUMBER: #P0606M01054
AWARD DATE: October 19, 2006
This FINANCIAL ASSISTANCE CONTRACT (the "Master Contract") is made as of the
CONTRACT EFFECTIVE DATE by and between the Iowa Department of Economic Development
("IDED"), 200 East Grand Avenue, Des Moines, IA 50309 and Cottingham & Butler, Inc. an Iowa S-
corporation ("Business"), 151 West 8`h, 300 Security Building, Dubuque, Iowa 52001.
WHEREAS, the Business submitted an application to IDED requesting financial assistance in the
financing of its Project as more fully described in Exhibit C, Description of the Project and Award
Budget, (the "Project"); and
WHEREAS, the IDED found the Project to meet the requirements established to receive
financial assistance; and
WHEREAS, the IDED and/or the Iowa Department of Economic Development Board ("IDED
Board") have awarded the Business financial assistance from one or more IDED-administered programs
for the Project, all of which are subject to the terms and conditions set forth herein and collectively
referred to as the "Award"; and
NOW THEREFORE, in consideration of the mutual promises contained herein and intending to
be legally bound, the Business and IDED agree to the following terms:
ARTICLE 1
MASTER CONTRACT DURATION; FUNDING AGREEMENTS DURATION
This Master Contract shall be in effect until all of Business's obligations and liabilities under this
Master Contract and all of the Funding Agreements executed in connection with this Master Contract
have been satisfied. The duration of each Funding Agreement will be as described in the Funding
Agreement.
ARTICLE 2
FUNDING
2.1 Funding Sources. The sources of funding for this Award are appropriations to IDED for
financial assistance programs administered by the IDED and tax credit programs that IDED is authorized
to administer.
2.2 Reduction, Discontinuance or Alteration of Funding. Any termination, reduction, or delay
of funds available due, in whole or in part, to (i) lack of, reduction in, or a deappropriation of revenues
previously appropriated by the legislature for this Award, or (ii) any other reason beyond the IDED's
control may, in the IDED's discretion, result in the termination, reduction or delay of funds to the
Business.
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ARTICLE 3
CONTRACT STRUCTURE AND DEFINITIONS;
DOCUMENTS INCORPORATED BY REFERENCE; AND ORDER OF PRIORITY
3.1 Contract Structure and Definitions.
(a) This Award shall be governed by this Master Agreement and the individual funding
agreements (the "Funding Agreements") for each source of program assistance for this Award. This
Award has been provided to the Business to fund the Project described in Exhibit C, Description of the
Project and Award Budget. The Articles of this Master Contract apply to each Funding Agreement unless
a Funding Agreement specifically states otherwise.
(b) The following terms apply to this Master Contract and each of the Funding Agreements,
unless otherwise specified in a Funding Agreement:
"Award Date" means the date first stated in this Master Contract and is the date the IDED and/or
the IDED Board approved the awarding of financial assistance to the Business for the Project.
"Business' Employment Base" means the number of jobs as stated in Exhibit D, Job Obligations
that the Business and IDED have established as the job base for this Project. The number of jobs the
Business has pledged to create/retain shall be in addition to the Business's Employment Base.
"Created Jobs" means the number of new FTE Jobs the Business will add over and above the
Buisiness's Employment Base and, if applicable, Statewide Employment Base.
"Forgivable Loan"means a form of an award made by the IDED to the Business under a
Funding Agreement(s) for which repayment is eliminated in part or entirely if the Business satisfies the
terms of this Contract and the Funding Agreement(s).
"Full-time Equivalent (FTE) Job"means the employment of one person:
(a) For 8 hours per day fora 5-day, 40-hour workweek for 52 weeks per year, including paid holidays,
vacations and other paid leave, or
(b) For the number of hours or days per week, including paid holidays, vacations and other paid leave,
currently established by schedule, custom, or otherwise, as constituting a week of full-time work for
the kind of service an individual performs for an employing unit.
"Job Maintenance Period" means the date two (2) years from the Project Completion Date as
stated in Exhibit C, Description of the Project and Award Budget. The Business shall maintain the
Project, and the created/retainedfobs through the Job Maintenance Period.
"Job Obligations" means the Created Jobs, Retained Jobs, Qualifying Jobs and Non-qualifying
Jobs associated with the Project that pay the wages and benefits, all as outlined in Exhibit D, Job
Obligations.
"Loan"means form of an award made by the IDED to the Business under a Funding
Agreement(s) for which full repayment is expected.
"Non-qualifying jobs" are those jobs created or retained by the project that do not qualify for
funding, but would not be created or retained if the Project did not proceed.
"Project" means the description of the work and activities to be completed by the Business as
Contract #P0606M01054 - 5 - Mas~erupdatedeizsios
outlined in Exhibit C, Description of the Project and Award Budget, and Exhibit A, Business's Financial
Assistance Application.
"Project Completion Date" means the date three (3) years from the Award Date as stated in
Exhibit C, Description of the Project and Award Budget. The Project Completion Date is the date by
which all Project activities shall be satisfactorily completed.
"Qualifying jobs" are those created or retained jobs that qualify for program funding.
"Statewide Employment Base" means the number of j obs as stated in Exhibit D, Job Obligations
that the Business and IDED have determined as those jobs that will be retained at other facilities in the
state. The number of jobs the Business has pledged to create/retain shall be in addition to the Statewide
Employment Base.
3.2 Documents Incorporated by Reference. The following documents are incorporated by
reference and considered an integral part of this Master Contract:
Exhibit A - Business's Financial Assistance Application, Application # 07-CEBA-013 & 07-
EZ-021
Exhibit B - Funding Agreements:
B1-CEBA Funding Agreement
B4- EZ Funding Agreement
Exhibit C - Description of the Project and Award Budget
Exhibit D - Job Obligations
"Retained Job" means an existing job that would be eliminated or moved to another state if the
project did not proceed in Iowa.
3.3 Business's Financial Assistance Application on File. Due to its size, Exhibit A will not be
attached to this Master Contract, but will be kept on file at the Iowa Department of Economic
Development. It shall, nevertheless, be considered an incorporated element of this Master Contract and
the Funding Agreements.
3.4 Order of Priority. In the case of any inconsistency or conflict between the specific
provisions of this document and the exhibits, the following order of priority shall control:
(a) Master Contract, Articles 1-10
(b) Exhibit B -Funding Agreements
(c) Exhibit C -Description of the Project and Award Budget
(d) Exhibit D -Job Obligations
(e) Exhibit A -Business's Financial Assistance Application
ARTICLE 4
AWARD
4.1 Description of the Project and Award Budget. The IDED and/or the IDED Board have
approved an Award to the Business from the programs and in the amounts identified in Exhibit C,
Description of the Project and Award Budget. The Project Budget for this Award is as detailed in Exhibit
C.
4.2 Job Obli atg ions. The IDED and/or the IDED Board have approved an Award to the
Business and the Business' obligations for FTE Created Jobs, Retained Jobs, Qualifying Jobs and Non-
Contract #P0606M01054 - 6 - Masrer~,odaredsi2sios
qualifying Jobs are outlined in Exhibit D, Job Obligations.
4.3 Repayment Obli ag tion. The obligation to repay the direct financial assistance components
of this Award shall be evidenced by Promissory Notes executed in connection with the Funding
Agreements.
ARTICLE 5
CONDITIONS TO DISBURSEMENT OF FUNDS; DISBURSEMENT TERMS
The obligation of IDED to make, continue or disburse funds under this Master Contract and the
Funding Agreements shall be subject to the following conditions precedent:
5.1 Documents Submitted. IDED shall have received each of the following documents,
properly executed and completed, and approved by IDED as to form and substance:
(a) Master Contract. Fully executed Master Contract.
(b) Fundin„~AAgreements. Fully executed Funding Agreements.
(c) Promissory Notes. The Promissory Notes required by the Funding Agreements.
(d) Articles oflncorporation. Copies of the articles of incorporation of the Business, certified in each
instance by its secretary or assistant secretary.
(e) Certificate o Corporate Existence. A certificate of existence for the Business from the Office of the
Secretary of State of Iowa.
(f) Results of Lien and Tax Search. Financing statement, tax and judgment lien search results, in the
Business's state of incorporation/organization, against the Business and Secured Property.
(g) Security Documents. The fully executed Security Documents required in Article 6.0.
(h) Other Required Documents. IDED shall have received such other contracts, instruments, documents,
certificates and opinions as the IDED may reasonably request.
(i) Hazardous Waste Audit. To comply with Iowa Code section 15A.1(3)"b," if the Business generates
solid or hazardous waste, it must either: a) submit a copy of the Business's existing in-house plan to
reduce the amount of waste and safely dispose of the waste based on an in-house audit conducted
within the past 3 years; or b) submit an outline of a plan to be developed in-house, or 3) submit
documentation that the Business has authorized the Iowa Department of Natural Resources or Iowa
Waste Reduction Center to conduct the audit.
(j) Release Forrn -Confidential Tax Information. A signed Authorization for Release of Confidential
State Tax Information form to permit IDED to receive the Business's state tax information directly
from the Iowa Department of Revenue for purposes of annually updating the Iowa Public Return on
Investment Analysis.
(k) Satisfactory Credit History Documentation of satisfactory credit history of the Business and
guarantors, as applicable, with no judgments or unsatisfied liens or similar adverse credit actions.
(1) Project Financial Commitments. The Business shall have submitted a letter from the funding
Contract #P0606M01054 - 7 - Masrerupdared s~23/os
sources identified in Exhibit C committing to the specified financial involvement in the Project and
received the IDED's approval of the letters of commitment. Each letter shall include the amount,
terms and conditions of the financial commitment, as well as any applicable schedules.
(m) Requests for Disbursement. All disbursements of Award proceeds shall be subject to receipt by the
IDED of requests for disbursement, in form and content acceptable to IDED, submitted by the
Business. All requests shall include documentation of costs that have been paid or costs to be paid
immediately upon receipt of Award proceeds.
(n) Funding Agreements Disbursement Requirements. Satisfaction of all disbursement requirements
outlined in the specific program Funding Agreements.
5.2 Prior Costs. No expenditures made prior to the Award Date maybe included as Project
costs. This restriction applies to the direct financial assistance portions of this Award, not the tax credit
benefits included in this Award.
5.3 Cost Variation. In the event that the total Project cost is less than the amount specified in
the Exhibit C, the Funding Agreements shall be reduced at the same ratio to the total Project cost
reduction as the ratio of the Funding Agreement amount to the total amount of funds provided by the
Business and all funding sources requiring a proportional reduction of their financial contribution to the
Project. Any disbursed excess above the reduced IDED participation amount shall be returned
immediately to IDED.
5.4 Suspension of Disbursement. Upon the occurrence of an Event of Default (as defined in
this Master Contract or any of the Funding Agreements) by the Business, the IDED may suspend
payments and tax credit program benefits to the Business until such time as the default has been cured to
IDED's satisfaction. Notwithstanding anything to the contrary in this Master Contract or the Funding
Agreements, upon a termination of this Master Contract on account of an Event of Default by the
Business, Business will no longer have the right to receive any disbursements or any tax credit program
benefits after the effective date of default. All Award funds may also be suspended, in IDED's sole
discretion, in the event the Business experiences a layoff within the state of Iowa or closes any of its
Iowa facilities.
5.5 Investment of Award Proceeds.
(a) In the event that the Award proceeds are not immediately utilized, temporarily idle Award
proceeds held by the Business maybe invested provided such investments shall be in accordance with
State law, including but not limited to the provisions of Iowa Code chapter 12C concerning the deposit of
public funds. Interest accrued on temporarily idle Award proceeds held by the Business shall be credited
to and expended on the Project prior to the expenditure of other Award proceeds.
(b) All proceeds remaining, including accrued interest, after all allowable Project costs have been
paid or obligated shall be returned to the IDED within thirty (30) days after the Project Completion Date.
Within ten (10) days of receipt of a written request from IDED, Business shall inform the IDED in
writing of the amount of unexpended Award funds in the Business's possession or under the Business's
control, whether in the form of cash on hand, investments, or otherwise.
ARTICLE 6
SECURITY; CROSS-COLLATERALIZATION
The Business shall execute in favor of the IDED all security agreements, financing statements,
mortgages, personal and/or corporate guarantees (the "Security Documents") as required by the IDED.
Contract #P0606M01054 - 8 - Masrer ~pdared aizsios
6.1 Securi .This Award shall be secured by: Mortgage on building - 2"d behind City of
Dubuque (the "Secured Property ")
6.2 Value of Collateral. The value, as reasonably determined by IDED, of the Secured
Property shall meet or exceed the amount of Award funds disbursed.
6.3 Additional or Substitute Collateral. In case of a decline in the market value of the Secured
Property, or any part thereof, IDED may require that additional or substitute collateral of quality and
value satisfactory to IDED be pledged as Secured Property for this Award. The Business shall provide
such additional or substitute collateral Secured Property within 20 days of the date of the request for
additional or substitute collateral to secure this Award in an amount equal to or greater than the amount
of outstanding Award funds.
ARTICLE 7
REPRESENTATIONS AND WARRANTIES
The Business represents and warrants to IDED as follows:
7.1 Organization and Qualifications. The Business is duly organized, validly existing and in
good standing as a corporation under the state of its incorporation. The Business has full and adequate
power to own its property and conduct its business as now conducted, and is duly licensed or qualified
and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature
of the property owned or leased by it requires such licensing or qualifying, except where the failure to so
qualify would not have a material adverse effect on the Business's ability to perform its obligations
hereunder.
7.2 Authority and Validity of Obli ations. The Business has full right and authority to enter
into this Master Contract and the Funding Agreements and to make the borrowings herein provided for.
The person signing this Master Contract and the Funding Agreements has full authority to:
a) sign this Master Contract and the Funding Agreements, and
b) issue Promissory Notes on behalf of the Business, and
c) secure Business's obligations under this Master Contract and the Funding Agreements, and
d) perform each and all of the obligations under the Master Contract and its Funding
Agreements.
The Master Contract and Funding Agreement documents delivered by the Business have been duly
authorized, executed and delivered by the Business and constitute the valid and binding obligations of the
Business and enforceable against it in accordance with their terms. This Master Contract, the Funding
Agreements and related documents do not contravene any provision of law or any judgment, injunction,
order or decree binding upon the Business or any provision of the articles of organization or operating
agreement of the Business, contravene or constitute a default under any covenant, indenture or contract
of or effecting the Business or any of its properties.
7.3 Use of Proceeds. The Business hereby agrees to use Award proceeds only for the Project
and for the activities described in Exhibit C, Description of the Project and Award Budget, this Master
Contract and the Funding Agreements. Use of Award proceeds shall conform to the Budget for the
Project as detailed in Exhibit C. The Business represents that there are legally enforceable commitments
in place from the funding sources identified for the Project in Exhibit C.
7.4 Subsidiaries. The Business has nine Subsidiaries on the Contract Effective Date.
Contract #P0606M01054 - 9 - Master ~Pdaced siz~os
7.5 Financial Reports. The balance sheet of the Business furnished to IDED as of the Contract
Effective Date, fairly presents its financial condition as at said date in conformity with GAAP applied on
a consistent basis. The Business has no contingent liabilities which are material to it, other than as
indicated on such financial statements or, with respect to future periods, on the financial statements
furnished to IDED.
7.6 No Material Adverse Change. Since the Award Date, there has been no change in the
condition (financial or otherwise) or business prospects of the Business, except those occurring in the
ordinary course of business, none of which individually or in the aggregate have been materially adverse.
To the knowledge of the Business, there has been no material adverse change in the condition of the
Business (financial or otherwise) or the business prospects of the Business
7.7 Full Disclosure; Business's Financial Assistance Application. The statements and other
information furnished to the IDED by Business in its Financial Assistance Application and in connection
with the negotiation of this Master Contract and the Funding Agreements do not contain any untrue
statements of a material fact or omit a material fact necessary to make the material statements contained
herein or therein not misleading. The IDED acknowledges that as to any projections furnished to the
IDED, the Business only represents that the same were prepared on the basis of information and
estimates it believed to be reasonable.
7.8 Trademarks, Franchises and Licenses. The Business owns, possesses, or has the right to
use all necessary patents, licenses, franchises, trademarks, trade names, trade styles, copyrights, trade
secrets, know how and confidential commercial and proprietary information to conduct its businesses as
now conducted, without known conflict with any patent, license, franchise, trademark, trade name, trade
style, copyright or other proprietary right of any other Person. As used in this Master Contract, "Person "
means an individual, partnership, corporation, association, trust, unincorporated organization or any other
entity or organization, including a government or agency or political subdivision thereof.
7.9 Governmental Authority and Licensing. The Business has received all licenses, permits,
and approvals of all Federal, state, local, and foreign governmental authorities, if any, necessary to
conduct its businesses, in each case where the failure to obtain or maintain the same could reasonably be
expected to have a material adverse effect. No investigation or proceeding which, if adversely
determined, could reasonably be expected to result in revocation or denial of any material license, permit,
or approval is pending or, to the knowledge of the Business threatened.
7.10 Litigation and Other Controversies. There is no litigation or governmental proceeding
pending, nor to the knowledge of the Business threatened, against the Business which if adversely
determined would result in any material adverse change in the financial condition, Properties, business or
operations of the Business, nor is the Business aware of any existing basis for any such litigation or
governmental proceeding.
7.11 Good Title. The Business has good and defensible title (or valid leasehold interests) to all
of its Property (including, without limitation, the Secured Property) reflected on the most recent balance
sheets furnished to the IDED (except for sales of assets in the ordinary course business).
7.12 Taxes. All tax returns required to be filed by the Business in any jurisdiction have, in fact,
been filed, and all taxes, assessments, fees and other governmental charges upon the Business or upon
any of its property, income or franchises, which are shown to be due and payable in such returns, have
been paid, except such taxes, assessments, fees and governmental charges, if any, as are being contested
in good faith and by appropriate proceedings which prevent enforcement of the matter under contest and
Contract #P0606M01054 - 10 - Master updated ai2sios
as to which adequate reserves established in accordance with GAAP have been provided. The Business
knows of no proposed additional tax assessment against it for which adequate provisions in accordance
with GAAP have not been made on its accounts. Adequate provisions in accordance with GAAP for
taxes on the books of the Business have been made for all open years, and for their current fiscal period.
7.13 Other Contracts. The Business is not in default under the terms or any covenant, indenture
or contract of or affecting either the Business or any of its properties, which default, if uncured, would
have a material adverse effect on its financial condition, properties, business or operations.
7.14 No Default. No Default or Event of Default has occurred or is continuing.
7.15 Compliance with Laws. The Business is in compliance with the requirements of all
federal, state and local laws, rules and regulations applicable to or pertaining to the business operations
of the Business and laws and regulations establishing quality criteria and standards for air, water, land
and toxic or hazardous wastes or substances, non-compliance with which could have a material adverse
effect on the financial condition, properties, business or operations of the Business. The Business has
not received notice to the effect that its operations are not in compliance with any of the requirements of
applicable federal, state or local environmental or health and safety statutes and regulations or are the
subject of any governmental investigation evaluating whether any remedial action is needed to respond to
a release of any toxic or hazardous waste or substance into the environment, which non-compliance or
remedial action could have a material adverse effect on the financial condition, properties, business or
operations of the Business.
7.16 Effective Date of Representations and Warranties. The warranties and representations of
this Article are made as of the Contract Effective Date and shall be deemed to be renewed and restated by
the Business at the time each request for disbursement of funds is submitted to the IDED.
ARTICLE 8
COVENANTS
The Business agrees that, for the duration of this Master Contract and the Funding Agreements:
8.1 Maintain Existence in Iowa. The Business shall at all times preserve and maintain its
existence as a corporation in good standing and maintain the Project in Iowa. The Business will preserve
and keep in force and affect all licenses, permits, franchises, approvals, patents, trademarks, trade names,
trade styles, copyrights and other proprietary rights necessary to the proper conduct of its respective
business.
8.2 Job Obli ations.
(a) Jobs and Wages. By the Project Completion Date, the Business shall create/retain the
number of FTE Created Jobs, Retained Jobs, Qualifying Jobs and Non-qualifying Jobs above the
Business' Employment Base and, if applicable, the Statewide Employment Base, and maintain the jobs
through the Job Maintenance Period, all as detailed in Exhibit D. The Business shall pay the wage rates
identified in Exhibit D.
(b) Benefits. The Business shall provide and pay for the eligible benefits described in Exhibit
A, Business's Financial Assistance Application, with an Average Benefit Value calculated by IDED and
shown in Exhibit D. During the Contract period the Business may adjust the benefit package provided the
Average Benefit Value is not decreased and provided the benefit package includes eligible benefits. For
Contract #P0606M01054 - 11 - Masre~ ~Pdared sizsios
purposes of this Contract, "Eligible benefits" means, medical and dental insurance plans, pension and
profit-sharing plans, child care services, life insurance coverage, vision insurance plan, and disability
coverage.
8.3 Performance Obli ati~ons. By the Project Completion Date, Business shall complete the
Project, make the total investment pledged for the Project, and comply with all other performance
requirements described in this Master Contract and the Funding Agreements. The Business shall
promptly provide IDED with written notice of any major changes that would impact the success of the
Project.
8.4 Maintenance of Properties. The Business shall maintain, preserve and keep its properties in
good repair, working order and condition (ordinary wear and tear excepted) and will from time to time
make all needful and proper repairs, renewals, replacements, additions and betterments thereto so that at
all time the efficiency thereof shall be fully preserved and maintained in accordance with prudent
business practices.
8.5 Taxes and Assessments. The Business shall duly pay and discharge all taxes, rates,
assessments, fees and governmental charges upon or against it against its properties, in each case before
the same become delinquent and before penalties accrue thereon, unless and to the extent that the same
are being contested in good faith and by appropriate proceedings and adequate reserves are provided
therefore.
8.6 Insurance. The Business shall insure and keep insured in good and responsible insurance
companies, all insurable property owned by it which is of a character usually insured by Persons
similarly situated and operating like properties against loss or damage from such hazards or risks as are
insured by Persons similarly situated and operating like properties; and the Business shall insure such
other hazards and risks (including employers' and public liability risks) in good and responsible insurance
companies as and to the extent usually insured by Persons similarly situated and conducting similar
businesses. The Business will upon request of the IDED furnish a certificate setting forth in summary
form the nature and extent of the insurance maintained pursuant to this Article.
8.7 Required Reports.
(a) Review of Disbursement Requests and Reports. The Business shall prepare, sign and submit
disbursement requests and reports as specified in this Master Contract in the form and content required
by IDED. The Business shall review all reimbursement requests and verify that claimed expenditures are
allowable costs. The Business shall maintain documentation adequate to support the claimed costs.
(b) Reports• The Business shall prepare, sign and submit the following reports to the IDED
throughout the Contract period:
Report Due Date
Mid-Year Status Report ..................................... July 315` for the period ending June 30th
End-of--Year Status Report Includes :................... January 315L for the period ending Dec. 315`
-Public Return on Investment (ROI) Update
- Payroll Register with all created and/or
retained jobs highlighted and indicate
the Project Jobs paying the required wage
- "Employer's Contribution and Payroll Report"
- For Enterprise Zone awards, annual certification of compliance
Contract #P0606M01054 - 12 - Masrerupdared ei2sios
with the requirements of Iowa Code 15E.193, as required by
15E.195(6).
End of Project Report ......................................... Within 30 days of Project Completion Date
Report content: same items as End-of--Year Report
End of Job Maintenance Period Report .............. Within 30 days of the end of the Job
Report Content: same items as Maintenance Period
End-of--Year Report
(c) Additional Reports, Financials as Requested by IDED. The IDED reserves the right to
require more frequent submission of any of the above reports if, in the opinion of the IDED, more
frequent submissions would help improve the Business's Project performance, or if necessary in order to
meet requests from the Iowa General Assembly, the Department of Management or the Governor's
office. At the request of IDED, Business shall submit its annual financial statements completed by an
independent CPA, or other financial statements including, but not limited to, income, expense, and
retained earnings statements.
8.8 Inspection and Audit. The Business will permit the IDED and its duly authorized
representatives to visit and inspect any of the Business's properties, corporate books and financial
records of the Business related to the Project, to examine and make copies of the books of accounts and
other financial records of the Business, and to discuss the affairs, finances and accounts of the Business
with, and to be advised as to the same by, its officers, and independent public accountants (and by this
provision the Business authorizes such accountants to discuss with the IDED and the IDED's duly
authorized representatives the finances and affairs of the Business) at such reasonable time and
reasonable intervals as the IDED may designate, but at least annually.
8.9 Mergers, Consolidations and Sales. Without the written consent of the IDED, which shall
not be unreasonably withheld, the Business shall not be a party to any merger or consolidation, or sell,
transfer, lease or otherwise dispose of all or any part of the Secured Property.
8.10 Formation and Maintenance of Subsidiaries. The Business will not transfer assets pledged
as security for this Master Contract to any subsidiary or affiliate without the written consent of the IDED,
which shall not be unreasonably withheld.
8.11 Compliance with Laws.
(a) The Business will comply in all material respects with the requirements of all federal, state
and local laws, rules, regulations and orders applicable to or pertaining to its properties or business
operations including, but not limited to, all applicable environmental, hazardous waste or substance,
toxic substance and underground storage laws and regulations, and the Business will obtain any permits,
licenses, buildings, improvements, fixtures, equipment or its property required by reason of any
applicable environmental, hazardous waste or substance, toxic substance or underground storage laws or
regulations.
(b) The Business shall comply in all material respects with all applicable federal, state, and local
laws, rules, ordinances, regulations and orders applicable to the prevention of discrimination in
employment, including the administrative rules of the Iowa Department of Management and the Iowa
Civil Rights Commission which pertain to equal employment opportunity and affirmative action.
(c) The Business shall comply in all material respects with all applicable federal, state and local
laws, rules, ordinances, regulations and orders applicable to worker rights and worker safety.
Contract #P0606M01054 - 13 - MaSrerupdaredaizsios
(d) The Business shall comply with IDED's administrative rules for each program funding
source, as identified in the Funding Agreements.
8.12 Use of Award Proceeds. The Business will use the Award proceeds extended under this
Master Contract and the Funding Agreements solely for the purposes set forth in Exhibit C.
8.13 Changes in Business Ownership, Structure and Control. The Business shall not materially
change the ownership, structure, or control of the Business if it would adversely affect the Project. This
includes, but is 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. Business shall provide IDED with advance notice of any proposed changes
in ownership, structure or control. The materiality of the change and whether or not the change affects
the Project shall be as reasonably determined by IDED.
8.14 Notice of Meetings. The Business shall notify IDED at least two (2) working days in
advance of all meetings of the board of directors at which the subject matter of this Master Contract, the
Funding Agreements, or the Project is proposed to be discussed. The Business shall provide IDED with
copies if the agenda and minutes of such meetings and expressly agrees that a representative of IDED has
a right to attend those portions of any and all such meetings where the Project, this Master Contract or
the Funding Agreements are discussed.
8.15 Notice of Proceedings. The Business shall promptly notify IDED of the initiation of any
claims, lawsuits, bankruptcy proceedings or other proceedings brought against the Business which would
adversely impact the Project.
8.16 Accounting Records. The Business is required to maintain its books, records and all other
evidence pertaining to this Master Contract and it Funding Agreements in accordance with generally
accepted accounting principles and such other procedures specified by IDED. These records shall be
available to IDED, its internal or external auditors, the Auditor of the State of Iowa, the Attorney General
of the State of Iowa and the Iowa Division of Criminal Investigations at all times during the Master
Contract's and the Funding Agreements' duration and any extensions thereof, and for three (3) full years
from the Agreement Expiration Date.
8.17 Restrictions. The Business shall not, without prior written disclosure to IDED and prior
written consent of IDED, which shall not be unreasonably withheld, directly or indirectly:
(a) Assign, waive or transfer any of Business's rights, powers, duties or obligations under this
Master Contract or the Funding Agreements.
(b) Sell, transfer, convey, assign, encumber or otherwise dispose of any of the Secured Property
or the Project.
(c) Place or permit any restrictions, covenants or any similar limitations on the Secured Property
or the Project.
(d) Remove from the Project site or the State all or substantially all of the Secured Property.
(e) Create, incur or permit to exist any Lien of any kind on the Secured Property.
8.18 No Changes in Business Operations. The Business shall not materially change the Project
or the nature of the Business and activities being conducted, or proposed to be conducted by Business, as
Contract #P0606M01054 - 14 - Master updated si2sios
described in the Business's approved application for funding, Exhibit A of this Master Contract, unless
approved in writing by IDED prior to the change.
8.19 Indemnification. The Business shall indemnify, defend and hold harmless the IDED, the
State of Iowa, its departments, divisions, agencies, sections, commissions, officers, employees and agents
from and against all losses, liabilities, penalties, fines, damages and claims (including taxes), and all
related costs and expenses (including reasonable attorneys' fees and disbursements and costs of
investigation, litigation, settlement, judgments, interest and penalties), arising from or in connection with
any of the following:
a) Any claim, demand, action, citation or legal proceeding arising out of or resulting from the
Project;
b) Any claim, demand, action, citation or legal proceeding arising out of or resulting from a breach
by the Business of any representation or warranty made by the Business in this Master Contract
or the Funding Agreements;
c) Any claim, demand, action, citation or legal proceeding arising out of or related to occurrences
that the Business is required to insure against as provided for in this Master Contract or the
Funding Agreements; and
d) Any claim, demand, action, citation or legal proceeding which results from an act or omission of
the Business or any of their agents in its or their capacity as an employer of a person.
ARTICLE 9
EVENTS OF DEFAULT AND REMEDIES
9.1 Events of Default. Any one or more of the following shall constitute an "Event of Default"
hereunder:
(a) Nonpayment. In the event of a missed payment under a Loan or in the event a Forgivable
Loan is not forgiven and all or a portion of the Forgivable Loan must be repaid by the Business, a default
in the payment when due (whether by lapse of time, acceleration or otherwise) of any principal on the
Promissory Note(s), or default in payment for more than ten (10) Business Days of the due date thereof
of any interest on the Promissory Note(s) or any fee or other obligation payable by the Business shall be
an Event of Default; or
(b) Noncompliance with Covenants. Default in the observance or performance of any covenant
set forth in Article 8, for more than five (5) Business Days; or
(c) Noncompliance with Security Documents. Default in the observance or performance of any
term of any Security Documents beyond any applicable grace period set forth therein; or
(d) Noncompliance with Master Contract. Default in the observance or performance of any other
provision of this Master Contract; or
(e) Noncompliance with Funding Agreements; Cross-Default. Default in the observance or
performance of any other provision of any of the Funding Agreements, including Events of Default
identified in any of the Funding Agreements; IDED may elect to declare the Business in default of this
Master Contract and any or all of the Funding Agreements if there is a default under any one of the
Funding Agreements; or
(f) Material Misrepresentation. Any representation or warranty made by the Business in this
Master Contract or the Funding Agreements or in any statement or certificate furnished by it pursuant to
this Master Contract or the Funding Agreements, or made in its Financial Assistance Application, or in
Contract #P0606M01054 - 15 - Master updated a~z3/os
connection with any of the above, proves untrue in any material respect as of the date of the issuance or
making thereof; or
(g) Lien Deficiencies. Any of the Security Documents shall for any reason fail to create a valid
and perfected priority Lien in favor of the IDED in any Secured Property pledged by Business; or
(h) Judgment Over ,$500.000. Any judgment or judgments, writ or writs or warrant or warrants of
attachment, or any similar process or processes in an aggregate amount in excess of $500,000 shall be
entered or filed against the Business or against any of its property and remains unvacated, unbonded or
unstayed for a period of 30 days; or
(i) Adverse Change in Financial Condition. Any change shall occur in the financial condition of
the Business which would have a material adverse effect on the ability of the Business to perform under
this Master Contract or the Funding Agreements; or
(j) Bankruptcy or Similar Proceedings Initiated. Either the Business shall (1) have entered
involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (2) not
pay, or admit in writing its inability to pay, its debts generally as they become due, (3) make an
assignment for the benefit of creditors, (4) apply for, seek, consent to, or acquiesce in, the appointment of
a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its
Property, (5) institute any proceeding seeking to have entered against it an order for relief under the
United States Bankruptcy Code as amended, to adjudicate it insolvent, or seeking dissolution, winding
up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other
pleading denying the material allegations of any such proceeding filed against it, or (6) fail to contest in
good faith any appointments or proceeding described in Article 9.1(k) below; or
(k) ~pointment o~Ojacials. A custodian, receiver, trustee, examiner, liquidator or similar
official shall be appointed for either the Business or any substantial part of any of its respective property,
or a proceeding described in Article 9.1(j) shall be instituted against either the Business and such
appointment continues undischarged or such proceeding continues undismissed or unstayed for a period
of sixty (60) days; or
(1) Insecurity. IDED shall in good faith deem itself insecure 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 Master Contract and/or the Funding Agreements, or the
performance of or observance of the covenants in this Master Contract and/or the Funding Agreements, is
or will be materially impaired.
(m) Failure to Submit Required Reports. The Business fails to submit complete reports by the
required due dates as outlined in Article 8.7.
(n) Layoffs, Relocation, or Closure. The Business experiences a substantial layoff, relocates a
substantial portion of its business or its offices outside of Iowa, or closes its operations during the term of
this Contract.
9.2 Default Remedies. When an Event of Default has occurred and is continuing, the IDED
may, by written notice to the Business:
(a) terminate this Master Contract, the Funding Agreements and all of the obligations of IDED
under this Master Contract and the Funding Agreements on the date stated in such notice, and
(b) declare the principal and any accrued interest on the outstanding Promissory Notes to be
Contract #P0606M01054 - 16 - Master updated 8/23/06
forthwith due and payable, including both principal and interest and all fees, charges and other amounts
payable under this Master Contract and the Funding Agreements, shall be and become immediately due
and payable without further demand, presentment, protest or notice of any kind.
9.3 Default Interest Rate. If an Event of Default occurs and remains uncured, a default rate of
6% shall apply to repayment of amounts due under this Master Contract and the Funding Agreements.
The default interest rate shall accrue from the first date Award funds are disbursed.
9.4 Expenses. The Business agrees to pay to the IDED all expenses reasonably incurred or paid
by IDED including reasonable attorneys' fees and court costs, in connection with any Default or Event of
Default by the Business or in connection with the enforcement of any of the terms of this Master
Contract and the Funding Agreements.
9.5 Notice of Default and Opportunity to Cure. If IDED has reasonable cause to believe that
and Event of Default has occurred under this Master Contract and/or the Funding Agreements, IDED
shall issue a written Notice of Default to the Business, setting forth the nature of the alleged default in
reasonable specificity, and providing therein a reasonable period time, which shall not be fewer than
thirty (30) days from the date of the Notice of Default, in which the Business shall have an opportunity to
cure, provided that cure is possible and feasible.
ARTICLE 10
MISCELLANEOUS.
10.1 Timely Performance. The parties agree that the dates and time periods specified in this
Master Contract and the Funding Agreements, including the timelines established for the Project and
more fully described in Exhibit C, are of the essence to the satisfactory performance of this Master
Contract and the Funding Agreements.
10.2 State of Iowa Reco ition. The Project shall permanently recognize, in a manner
acceptable to IDED, the financial contribution to the Project made by the State of Iowa. For example, a
sign or plaque acknowledging that the Project was funded in part by an Award from the State of Iowa,
Iowa Department of Economic Development.
10.3 Choice of Law and Forum.
(a) In the event any proceeding of a quasi judicial or judicial nature is commenced in connection
with this Master Contract or the Funding Agreements, the proceeding shall be brought in Des Moines,
Iowa, in Polk County District Court for the State of Iowa, if such court has jurisdiction. If however, such
court lacks jurisdiction and jurisdiction lies only in a United States District Court, the matter shall be
commenced in the United States District Court for the Southern District of Iowa, Central Division.
(b) This provision shall not be construed as waiving any immunity to suit or liability, in state or
federal court, which may be available to the IDED, the State of Iowa or its members, officers, employees
or agents.
10.4 Governing Law. This Master Contract and the Funding Agreements and the rights and
duties of the parties hereto shall be governed by, and construed in accordance with the internal laws of
the State of Iowa without regard to principles of conflicts of laws.
10.5 Master Contract/Funding Agreement Amendments Neither this Master Contract nor any
documents incorporated by reference in connection with this Master Contract, including the Funding
Agreements, may be changed, waived, discharged or terminated orally, but only as provided below:
Contract #P0606M01054 - 17 - Masterupdared ei2sios
(a) Writing required. The Master Contract and the Funding Agreements may only be amended if
done so in writing and signed by the Business and IDED; and for those Funding Agreements in which the
Community is a signatory, by the Community, the Business and IDED. Examples of situations requiring
an amendment include, but are not limited to, time extensions, budget revisions, and significant
alterations of existing activities or beneficiaries. No amendment will be valid until approved in writing
by IDED.
(b) IDED review. IDED will consider whether an amendment request is so substantial as to
necessitate reevaluating the IDED's or IDED Board's original funding decision. An amendment maybe
denied by IDED if it substantially alters the circumstances under which the Project funding was
originally approved.
10.6 Notices. Except as otherwise specified herein, all notices hereunder shall be in writing
(including, without limitation by fax) and shall be given to the relevant party at its address, e-mail
address, or fax number set forth below, or such other address, e-mail address, or fax number as such party
may hereafter specify by notice to the other given by United States mail, by fax or by other
telecommunication device capable of creating a written record of such notice and its receipt. Notices
hereunder shall be addressed:
To the Business:
Cottingham & Butler, Inc.
Mr. John Butler, Chief Executive Officer
800 Main Street
Dubuque, Iowa 52001
Telephone: 563.587.5213
Facsimile: 5 63.5 8.5404
To the IDED at:
Iowa Department of Economic Development
Business Services
200 East Grand Avenue
Des Moines, Iowa 50309
Attention: Peggy Russell, Business Services Project Manager
E-mail: peggy.russell@iowalifechanging.com
Telephone: 515/ 242-4848
Facsimile: 515/ 242-4832
Each such notice, request or other communication shall be effective (i) if given by facsimile, when such
facsimile is transmitted to the facsimile number specified in this Article and a confirmation of such
facsimile has been received by the sender, (ii) if given by e-mail, when such e-mail is transmitted to the
e-mail address specified in this Article and a confirmation of such e-mail has been received by the
sender, (iii) if given by mail, five (5) days after such communication is deposited in the mail, certified or
registered with return receipt requested, addressed as aforesaid or (iv) if given by any other means, when
delivered at the addresses specified in this Article.
10.7 Headings_Article headings used in this Master Contract and the Funding Agreements are
for convenience of reference only and are not a part of this Master Contract or the Funding Agreements
Contract #P0606M01054 - 18 - Master updated si2sios
for any other purpose.
10.8 Final Authority. The IDED shall have the authority to reasonably assess whether the
Business has complied with the terms of this Master Contract and the Funding Agreements. Any IDED
determinations with respect to compliance with the provisions of this Master Contract and the Funding
Agreements shall be deemed to be final determinations pursuant to Section 17A of the Code of Iowa
(2005).
10.9 Waivers. No waiver by IDED 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 IDED in
exercising any right or remedy hereunder or under the Funding Agreements shall operate as a waiver
thereof. No single or partial exercise of any right or remedy by IDED shall preclude future exercise
thereof or the exercise of any other right or remedy.
10.10 Counterparts. This Master Contract may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together shall constitute but one and the same
instrument.
10.11 Survival of Representations. All representations and warranties made herein or in any other
Master Contract/Funding Agreement document or in certificates given pursuant hereto or thereto shall
survive the execution and delivery of this Master Contract and the Funding Agreements and the other
Master Contract/Funding Agreement documents and shall continue in full force and effect with respect to
the date as of which they were made until all of Business's obligations or liabilities under this Master
Contract and the Funding Agreements have been satisfied.
10.12 Severability of Provisions. Any provision of this Master Contract or the Funding
Agreements, which is unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the
extent of such unenforceability without invalidating the remaining provisions hereof or affecting the
validity or enforceability of such provision in any other jurisdiction. All rights, remedies and powers
provided in this Master Contract and or the Funding Agreements or any other Master Contract document
may be exercised only to the extent that the exercise thereof does not violate any applicable mandatory
provisions of law, and all the provisions of this Master Contract and the Funding Agreements and any
other Master Contract document are intended to be subject to all applicable mandatory provisions of law
which may be controlling and to be limited to the extent necessary so that they will not render this Master
Contract or the Funding Agreements or any other Master Contract document invalid or unenforceable.
10.13 Successors and Assigns• This Master Contract and the Funding Agreements shall be
binding upon the Business and its respective successors and assigns, and shall inure to the benefit of the
IDED and the benefit of their respective successors and assigns. The Business may not assign its rights
hereunder or under any of the Funding Agreements without the written consent of the IDED, which
consent will not be unreasonably withheld.
10.14 Termination. This Master Contract and any of the Funding Agreements can be terminated
upon mutual, written agreement of the Business and IDED and, for amendments to Funding Agreements
to which the Community is a signatory, the Community.
10.15 Inte ation. This Master Contract and the Funding Agreements contains the entire
understanding between the Business and IDED relating to the Project and any representations that may
have been made before or after the signing of this Master Contract and the Funding Agreements, 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 Master Contract and its Funding Agreement.
Contract #P0606M01054 - 19 - n~raste~ ~pdared aiz~os
IN WITNESS WHEREOF in consideration of the mutual covenants set forth above and for other
good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby
aclrnowledged, the parties have entered into this Master Contract and have caused their duly authorized
representatives to execute this Master Contract, effective as of the latest date stated below (the
"Contract Effective Date").
FOR THE IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT:
BY:
Michael L. Tramontina, Director
Date
FOR THE BUSINESS:
BY:
Sign re
JQlnn !~ Li~i~t, C ~ U
Typed Name and Title
Yr Z~~ ~~
Date
Contract #P0606M01054 - 20 - Masrerupaateas~z3~os
LIST OF EXHIBITS
Exhibit A - Business's Financial Assistance Application (on file with IDED),
Application # 07-CEBA-013 & 07-EZ-021
Exhibit B - Funding Agreements
B1-CEBA Funding Agreement
B4-EZ Funding Agreement
Exhibit C - Description of the Project and Award Budget
Exhibit D - Job Obligations
Contract#P0606M01054 -21 - n~fasteruodatedeizsios
AUTHORIZATION FOR RELEASE OF CONFIDENTIAL STATE TAX INFORMATION AND
CONFIDENTIAL UNEMPLOYMENT INSURANCE INFORMATION
The undersigned (noted below as "Taxpayer") is an applicant for or a recipient of an award by the Iowa Department of Economic
Development and has entered into contract number P0606M01054.
The undersigned hereby authorizes the Department of Revenue to provide to (Awarding Agency) state tax information in the file
pertinent to this contract or tax credit certificate(s). This Authorization for Release of Confidential State Tax Information shall be valid
for all tax periods either 1) fora 3-year period following completion of the contract or 2) fora 3-year period following completion of tax
credit claims using the above tax credit certificate number(s), whichever is longer.
In the case ofpass-through business entities (such as partnerships, limited liability companies, cooperatives, S corporations, etc.), data for
members of the business entity will be aggregated and released at the business level to the Awarding Agency with this signed release
from the business entity. The signature of a business representative on this Authorization form authorizes the Iowa Department
of Revenue to release tax information at the business entity level.
State tax information authorized for release includes tax information pertinent to the taxpayer for individual income tax, corporate
income tax, franchise tax, insurance premiums tax, sales and use tax, withholding tax, moneys and credits tax, and the replacement tax on
utilities that is requested by the Awarding Agency in the administration of tax credit programs and other state financial assistance
programs.
The undersigned hereby authorizes the Iowa Department of Workforce Development to provide to the Iowa Department of Revenue and
to the Awarding Agency the Employment Contribution and Payroll Tax Report (form 65-5300) and Multiple Worksite Report (BLS
3020) and information from these forms for the Employer Identification Number (EIN) number pertinent to the above specified contract
or tax credit certificate(s). Iowa Workforce Development may provide the information without providing the report. The confidential
unemployment insurance information will be released, pursuant to this authorization only to the Iowa Department of Economic
Development and/or The Department of Revenue fof the purpose of evaluation and administration of tax credit programs and other state
financial assistance programs. This Authorization for Release of Confidential Unemployment Insurance information shall be valid for all
periods either 1) for a 3-year period following completion of the contract or 2) fora 3-year period following completion of tax credit
claims using the above tax credit certificate number(s), whichever is longer.
Name of Taxpayer: Cottingham & Butler Inc
Street Address: 800 Main Street
City, State, Zip Tl„h„ „a ~ T A g ~ nn ~
Telephone Number: -T~-63-~~-~~9nn
Email Address:
Social Security Number (for individuals):
Employer Identification Number (for businesses): 42-1490886
Unemployment Insurance Number (for businesses): 040419-4 148620-8 330146-2
Type of Entity: ^ IndividuaUSole Proprietorship ^ Partnership [~ S Corp ^ C Corp
^ LLC ^ Cooperative ^ Other (specify)
Signariire of Taxpayer:
Title (Required for partnerships and corporations'):
Date signed: ~ ~ Z ~ ~ ~ 7
' Partnerships -Only partners can authorize release of information.
Corporations -Only corporate officers can authorize release of information.
Revised )/U6
Document prepared by: Name, Agency or Business, Street, City, State Zip
Return document to:
MORTGAGE
THIS MORTGAGE ("Mortgage") is made between the IOWA DEPARTMENT OF ECONOMIC
DEVELOPMENT ("Lender") and Security Investments, LLC, an Iowa limited liability company and awholly-
owned subsidiary of Cottingham & Butler, Inc.. ("Mortgagor"). This mortgage secures the payment of the Loan
and Forgivable Loan made by Lender to Cottingham & Butler, Inc. ("Borrower") pursuant to Contract
P0606M01054 ("Contract") and evidenced by promissory Notes (the "Notes"). This Mortgage secures to Lender:
(a) the repayment of the debt evidenced by the Notes, with interest, and all renewals, extensions, modifications or
refinancing thereof and any promissory Notes issued in substitution therefore; (b) all other obligations of borrower
to lender, now existing or hereafter arising, whether direct or indirect, contingent or absolute and whether as maker
or surety, including, but not limited to, future advances and amounts advanced and expenses incurred by borrower
pursuant to this mortgage; and (c) the performance of Borrower's covenants and agreements under the Notes and
Mortgagor's covenants and agreements under this Mortgage.. For this purpose, Borrower does hereby mortgage,
grant a security interest in and convey to Lender the following described property (the "Land") located in Dubuque
County, Iowa:
Lot 29, Lot 30 and the South 1/3 of Lot 31, in the City of Dubuque, Iowa, according to the United States
Commissioners' Map thereof;
which has the address of : 151 West 8`h Street
Dubuque, Iowa 52001
TOGETHER WITH:
(a) Buildings. All buildings, structures and improvements now standing or hereafter constructed or
placed on the Land (the "Buildings"), and all easements, appurtenances, riparian rights, mineral rights, water rights,
rights in and to the lands lying in streets, alleys and roads adjoining the land, estates and other rights and interests
now or hereafter belonging to or in any way pertaining to the land.
(b) Personal Property. All fixtures and other personal property integrally belonging to, or hereafter
becoming an integral part of the Land or Buildings, whether attached or detached, including but not limited to, light
fixtures, automatic heating and air conditioning equipment and all proceeds, products, increase, issue, accessions,
attachments, accessories, parts, additions, repairs, replacements and substitutes of, to, and for the foregoing but
excluding all trade fixtures, computer equipment, movable interior partitions and office cubicles (the "Personal
Property").
(c) Revenues and Income. All rents, issues, profits, leases, condemnation awards and insurance
proceeds now or hereafter arising from the ownership, occupancy or use of the Land, Buildings and Personal
Property, or any part thereof (the "Revenues and Income").
~,
TO HAVE AND TO HOLD the Land, Buildings, Personal Property and Revenues and Income
(collectively called the "Mortgaged Property"), together with all privileges, hereditaments thereunto now or
hereafter belonging, or in any way appertaining and the products and proceeds thereof, unto Lender, its
successors and assigns.
BORROWER AND MORTGAGOR COVENANTS that Mortgagor holds clear title to the Mortgaged
Property and title in fee simple in the Land and has the right, power and authority to execute this Mortgage, grant a
security interest in and convey the Mortgaged Property and that the Mortgaged Property is free and clear of all
encumbrances, except for encumbrances of record. Borrower and Mortgagor will warrant and defend the title to the
Mortgaged Property and the liens and priority of this Mortgage against all claims and demands whether existing or
hereafter arising.
Borrower, Mortgagor, and Lender covenant and agree as follows:
1. Payment of Principal and Interest; Prepayment and Late Charges. Borrower shall promptly
pay when due the principal of and interest on the debt evidenced by the Notes and any prepayment and late charges
due under the Notes and shall timely perform all other obligations of Borrowers under the Contract and Notes.
2. Taxes. Mortgagor shall pay each installment of taxes and special assessments of every kind, now
or hereafter levied against the Mortgaged Property before the same become delinquent, without notice or demand,
and upon request of Lender shall deliver to Lender proof of such payment fifteen (15) days after the day in which
such tax or assessment becomes delinquent.
3. Liens. Mortgagor shall pay in a timely manner all taxes, assessments, charges, fines and
impositions attributable to the Mortgaged Property which may attain priority over this Mortgage, and leasehold
payments or ground rents, if any. Mortgagor shall promptly furnish to Lender receipts evidencing the payment.
Mortgagor shall not create, incur or suffer to exist any lien, encumbrance, security interest or charge on the
Mortgaged Property or any part thereof which might or could be held to be equal or prior to the lien of this
Mortgage, other than the lien of current real estate taxes and installments of special assessments with respect to
which no penalty is yet payable. Mortgagor shall pay, when due, the claims of all persons supplying labor or
materials in connection with the Mortgaged Property.
Mortgagor shall promptly discharge any lien which has, or may attain, priority over this Mortgage unless
Mortgagor: (a) agrees in writing to the payment of the obligation secured by the lien in a manner acceptable to
Lender; (b) contests in good faith the lien by, or defends against enforcement of the lien in, legal proceedings which
in the Lender's opinion operate to prevent the enforcement of the lien; or (c) secures from the holder of the lien an
agreement satisfactory to Lender subordinating the lien to this Mortgage. If Lender determines that any part of the
Mortgaged Property is subject to a lien which may attain priority over this Mortgage, Lender may give Mortgagor a
notice identifying the lien. Mortgagor shall satisfy the lien or take one or more of the actions set forth above within
10 days of the giving of notice.
4. Insurance.
a. Risks to be Insured. Mortgagor, at its sole cost and expense, shall maintain insurance on the
Buildings and other improvements now existing or hereafter erected on the Land and on the Personal
Property included in the Mortgaged Property against loss by fire, extended coverage perils and such other
hazards as Lender may from time to time require, such insurance to have a "Replacement Cost"
endorsement attached thereto, with the amount of the insurance at least equal to the balance of amount
owed under the Notes. Borrower will at its sole cost and expense, from time to time, and at any time at the
request of Lender, provide Lender with evidence satisfactory to Lender of the replacement cost of the
Mortgaged Property. Mortgagor will maintain such other insurance as Lender may reasonably require.
b. Policy Provisions. All insurance policies and renewals thereof maintained by Mortgagor pursuant
to this Mortgage shall be written by an insurance carrier satisfactory to Lender, contain a mortgagee clause
in favor and in form acceptable to Lender, contain an agreement of the insurer that it will not amend,
modify or cancel the policy except after thirty (30) days prior written notice to Lender, and be reasonably
satisfactory to Lender in all other respects.
c. Delivery of Policy or Certificate. If requested by Lender, Mortgagor will deliver to Lender
original policies satisfactory to Lender evidencing the insurance which is required under this Mortgage, and
Mortgagor shall promptly furnish to Lender all renewal notices and, upon request of Lender, evidence of
payment thereof. At least ten (10) days prior to the expiration date of a required policy, Mortgagor shall
deliver to Lender a renewal policy in form satisfactory to Lender.
d. Assignment. If the Mortgaged Property is sold at a foreclosure sale or if Lender shall acquire title
to the Mortgaged Property, Lender shall have all of the right, title and interest of Mortgagor in and to any
insurance policies required hereunder, and the unearned premiums thereon, and in and to the proceeds
thereof resulting from any damage to the Mortgaged Property prior to sale or acquisition.
e. Notice of Damage or Destruction; Loss Adjustment. If the Mortgaged Property or any part
thereof shall be damaged or destroyed by fire or other casualty, Mortgagor will, within five (5) calendar
days after the occurrence of the damage or destruction, give written notice thereof to the insurance carrier
and to Lender and will not adjust any damage or loss which is estimated by Mortgagor in good faith to
exceed $250,000 unless Lender shall have joined in or concurred with such adjustment; but if there has
been no adjustment of any such damage or loss within four (4) months from the date or occurrence thereof
and if an Event of Default shall exist at the end of such four (4) month period or at any time thereafter,
Lender may alone make proof of loss, adjust and compromise any claim under the policies, and appear in
and prosecute any action arising from such policies. In connection therewith, Mortgagor does hereby
irrevocably authorize, empower and appoint Lender as attorney-in-fact for Mortgagor (which appointment
is coupled with an interest) to do any and all of the foregoing in the name and on behalf of Mortgagor.
f. Application of Insurance Proceeds. All sums paid under any insurance policy required by this
Mortgage shall be applied to the payment of the restoration, repair, replacement or rebuilding of Mortgaged
Property that is damaged or destroyed and secondly to the reduction of amounts due under the Notes. Any
application of insurance proceeds to principal of the Notes shall not extend or postpone the due date of the
installments payable under the Notes or change the amount of such installments.
g. Expense Reimbursement. Mortgagor shall promptly reimburse Lender upon demand for all of
Lender's expenses incurred in connection with the collection of the insurance proceeds, including but not
limited to reasonable attorneys' fees, and all such expenses shall be additional amounts secured by this
Mortgage.
5. Protection of Lender's Rights in the Property. If Mortgagor fails to perform the covenants and
agreements contained in this Mortgage, or there is a legal proceeding that may significantly affect Lender's rights in
the Mortgaged Property (such as a proceeding in bankruptcy, probate, for condemnation or forfeiture or to enforce
laws or regulations), then Lender may do and pay for whatever is necessary to protect the value of the Mortgaged
Property and Lender's rights in the Mortgaged Property. Lender's actions may include paying any sums secured by a
lien which has priority over this Mortgage, appearing in court, paying reasonable attorneys' fees and entering on the
Mortgaged Property to make repairs. Although Lender may take actions under this paragraph, Lender does not have
to do so.
Any amounts disbursed or incurred by Lender under this paragraph shall become additional debt of
Borrower secured by this Mortgage. Unless Borrower and Lender agree to the other terms of payment, these
amounts shall bear interest from the date of disbursement at the Notes rate and shall be immediately due and
payable, with interest, upon notice from Lender to Borrower requesting payment.
6. Inspection. Lender or its agents shall have the right at reasonable times to enter upon the
Mortgaged Property for the purpose of inspecting the Mortgaged Property. Lender shall have no duty to make such
inspection. Nothing contained in this paragraph shall require Lender to incur any expense or do any act hereunder,
and Lender shall not be liable to Mortgagor for any damage or claims arising out of action taken by Lender pursuant
to this paragraph.
7. Condemnation. Mortgagor shall give Lender prompt notice of any action, actual or threatened, in
condemnation or eminent domain and hereby assign, transfer and set over to Lender the entire proceeds of any
award or claim for damages for all or any part of the Mortgaged Property taken or damaged under the power of
eminent domain or condemnation. The remaining proceeds or any part thereof shall be applied to reduction of
amounts due under the Notes or to the restoration or repair of the Mortgaged Property, the choice of application to
be solely at the discretion of the Lender.
8. Events of Default. Each of the following occurrences shall constitute and event of default
("Event of Default"):
a. Mortgagor shall default in the due observance or performance of or breach of its agreement
contained in paragraph 1 hereof or either Mortgagor or Borrower shall default in the due observance or
performance of or breach any other covenant, condition or agreement on its part to be observed or
performed pursuant to the terms of this Mortgage.
b. Borrower or Mortgagor shall make an assignment for the benefit of its creditors, or a petition shall
be filed by or against Borrowers under the United States Bankruptcy Code or either Borrower or Mortgagor
shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of a material
part of its properties or of the Mortgaged Property or shall not, within thirty (30) days after the appointment
of a trustee, receiver or liquidator of any material part of its properties or of the Mortgaged Property, have
such appointment vacated.
c. A judgment, writ or warrant of attachment or execution, or similar process shall be entered and
become a lien on or be issued or levied against the Mortgaged Property or any part thereof which is not
released, vacated or fully bonded within thirty (30) days after its entry, issue or levy.
d. An event of default, however defined, shall occur under any other mortgage, assignment or other
security document constituting a lien on the Mortgaged Property or any part thereof.
9. Acceleration; Foreclosure. Upon the occurrence of any Event of Default and at any time
thereafter while such Event of Default exists, Lender may, at its option, exercise one or more of the following rights
and remedies (and any other rights and remedies available to it):
a. Lender may declare immediately due and payable all Notes secured by this Mortgage, and the
same shall thereupon be immediately be due and payable, without further notice of demand.
b. Lender shall have and may exercise with respect to the Personal Property, all the rights and
remedies accorded upon default of a secured party under the Iowa Uniform Commercial Code. If notice to
Borrowers or Mortgagor of intended disposition of such property is required by law in a particular instance,
such notice shall be deemed commercially reasonable if given to Borrower and Mortgagor at least ten (10)
days prior to the date of intended disposition.
c. Lender may (and is hereby authorized and empowered to) foreclose this Mortgage in accordance
with the law of the State of Iowa, and at any time after the commencement of an action in foreclosure, or
during the period of redemption, the court having jurisdiction of the case shall at the request of Lender
appoint a receiver to take immediate possession of the Mortgaged Property and of the Revenues and
Income accruing therefrom, and to rent or cultivate the same as the trustee may deem best for the interest of
all parties concerned, and such receiver shall be liable to account to Mortgagor only for the net profits, after
application of rents, issues and profits upon the costs and expenses of the receivership and foreclosure and
upon the Notes.
10. Redemption. It is agreed that if this Mortgage covers less than ten (10) acres of land, and in the
event of the foreclosure of this Mortgage and sale of the property by sheriffs sale in such foreclosure proceedings,
the time of one year for redemption from said sale provided by the statutes of the State of Iowa shall be reduced to
six (6) months provided the Lender, in such action files an election to waive any deficiency judgment against
Borrowers which may arise out of the foreclosure proceedings; all to be consistent with the provisions of Chapter
628 of the Iowa Code. If the redemption period is so reduced, for the first three (3) months after sale such right of
redemption shall be exclusive to the Mortgagor, and the time periods in Sections 628.5, 628.15 and 628.16 of the
Iowa Code shall be reduced to four (4) months.
It is agreed that the period of redemption after a foreclosure of this Mortgage shall be reduced to sixty (60)
days if all three of the following contingencies develop: (1) The real estate is less than ten (10) acres in size; (2) the
Court finds affirmatively that the real estate has been abandoned by the owners and those persons personally liable
under this Mortgage at the time of foreclosure; and (3) Lender files an election to waive any deficiency judgment
against Borrower or its successor in interest in such action. If the redemption period is so reduced, Mortgagor or its
successors in interest or the owner shall have the exclusive right to redeem for the first thirty (30) days after such
sale, and the time provided for redemption for creditors as provided in Sections 628.5, 628.15 and 628.16 of the
Iowa Code shall be reduced to forty (40) days. Entry of appearance by pleading or docket entry by or on behalf of
Mortgagor shall be presumption that the property is not abandoned. Any such redemption period shall be consistent
with the provisions of Chapter 628 of the Iowa Code. This paragraph shall not be construed to limit or otherwise
affect any redemption provisions contained in Chapter 628 of the Iowa Code.
11. Additional Instruments. At any time and from time to time until payment in full of the Notes,
Mortgagor, at Lender's request, will promptly execute and deliver to Lender such additional instruments as may be
reasonably required to further evidence the lien of this Mortgage and to further protect the security interest of
Lender in connection with the Mortgaged Property. Such instruments may include, but are not limited to, additional
security agreements, financing statements, and continuation statements.
12. Borrower Not Released; Forbearance By Lender Not a Waiver. Extension of the time for
payment or modification of amortization of the sums secured by this Mortgage granted by Lender to any successor
in interest of Borrower shall not operate to release the liability of the original Borrower or Borrower's successors in
interest. Lender shall not be required to commence proceedings against any successor in interest or refuse to extend
time for payment or otherwise modify amortization of the sums secured by this Mortgage by reason of any demand
made by the original Borrower or Borrower's successors in interest. Any delay or forbearance by Lender in
exercising any right or remedy shall not be a waiver of or preclude the exercise of any right or remedy.
13. Fixture Filing. From the date of its recording, this Mortgage shall be effective as a financing
statement filed as a fixture filing with respect to Personal Property and for this purpose the name and address of
debtor is the name and address of Mortgagor as set forth in paragraph 17 herein and the name and address of the
secured party is the name and address of the Lender as set forth in paragraph 17 herein.
14. Care of Property. Mortgagor shall take good care of the Mortgaged Property; shall keep the
Buildings and the Personal Property now or later placed upon the Mortgaged Property in good and reasonable repair
and shall not injure, destroy or remove either the Buildings or Personal Property during the term of this Mortgage.
15. Successors and Assigns Bound. The covenants and agreements of this Mortgage shall bind and
benefit the successors and assigns of Lender, Borrower and Mortgagor. The Mortgagor is not personally obligated to
pay the sums secured by this Mortgage; and agrees that Lender and any other borrower may agree to extend, modify,
forbear or make any accommodations with regard to the terms of this Mortgage or the Notes without the
Mortgagor's consent.
16. Severability. In the event any portion of this Mortgage shall, for any reason, be held to be
invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected thereby and shall
continue to be valid and enforceable and if, for any reason, a court finds that any provision of this Mortgage is
invalid, illegal, or unenforceable as written, but that by limiting such provision it would become valid, legal and
enforceable then such provision shall be deemed to be written, construed and enforced as so limited.
17. Notices. All notices required to be given hereunder shall be in writing and deemed given when
personally delivered or deposited in the United States mail, postage prepaid, sent certified or registered, addressed as
follows:
a. If to Lender, to: Iowa Department of Economic Development
Division of Administration
200 East Grand Avenue
Des Moines, Iowa 50309
ATTN: Business Services Team Manager
b. If to Borrowers, to: Cottingham & Butler, Inc.
800 Main Street
P.O. Box 28
Dubuque, IA 52004-0028
ATTN: Chief Financial Officer
c. If to Mortgagor, to: Security Investments, LLC
800 Main Street
P.O. Box 28
Dubuque, IA 52004-0028
ATTN: John E. Butler
18. Governing Law. This Mortgage shall be governed and construed in accordance with the laws of the State
of Iowa.
19. Acknowledgement of Receipt of Copies of Mortgage and Notes. Borrowers hereby acknowledge the
receipt of a copy of this Mortgage together with a copy of each promissory Note secured hereby.
20. Release. Upon payment of all sums secured by this Mortgage, Lender shall release this Mortgage without
charge to Borrowers.
21. Waivers. Each of the undersigned relinquishes all rights of dower, waives all right of homestead and
distributive share in and to the Mortgaged Property and waives any right to exemption as to the Mortgaged Property.
22. Additional Provisions. -none -
FOR BORROWER:
SIGNED AND DELIVERED THIS o7 IO T n day of April, 2007.
SECURITY INVESTMENTS, LLC
ADDRESS: 800 Main Street
P.O. Box 28 BY:
Dubuque, IA 52004-0028 John E. Bu er
~" `•, BRENDA K. HOEFLER
STATE OF IOWA ) ~ Cemmis~lon Number r'.?ii815
SS: `>4-~ ~My Cc-:n;. Exp. CEC 3, 20fl7
COUNTY OF DUBUQUE )
On this ~1~-I~day of r ~ ~ , 2007, before me, the undersigned, a Notary Public, personally appeared
John E. Butler to me known to be the identical named in and who executed the foregoing instrument, and acknowledged that
he executed the same as his voluntary act and deed as of said limited liability company.
Notary Public
IOWA Changing
May 22, 2007
Ms. Brenda Hoefler, VP/CFO
Cottingham & Butler, Inc.
300 Security Bldg.
Dubuque, IA 52004
RE: Financial Assistance Program Awards
Award Date: October, 2006
Contract: P0606M01054
Dear Ms. Hoefler:
Enclosed is a copy of the executed Community Economic Betterment Account (CEBA) and
Enterprise Zone (EZ) contract and promissory notes between Cottingham & Butler, Inc., the City
of Dubuque and the Department, for your records. An amortization schedule has been
prepared with an estimated start date, and enclosed for your records.
The contract has an effective date of May 17, 2007. Please refer to the master contract and
funding agreements for conditions that must be met during the term of the contract. Prior to
disbursement of funds the items under Article 5, Conditions to Disbursement of Funds, must be
provided to the Department.
Also, once all documents have been received, as identified in the checklist you received with
your original contract documents, you will be issued a tax credit certificate number which the
Iowa Department of Revenue is now requiring for all tax credits claimed in 2006 and future
years.
Also, the City will find a request for payment form to complete and sign when eligible costs are
incurred for payment.
Should you have any questions, please feel free to contact me at 515/242-4848.
Sincerely,
Peggy Russell
Senior Project Manager
Business Services
enclosure
cc: Mayor Roy Buol, City of Dubuque
IDED file
IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT
200 East brand Avenue, Des Moines, Iowa 50309 USA • Phone: 515.242.4700 • Fax: 515.242.4809 • www.iowal'rfechanging.com
Attach supporting documentation STATE OF 10 WA GAX
to the back of this form
BUDGET FY General Accounting Expenditure DOCUMENT NUMBER
2007 DATE ACCTG PERIOD (mmlyy)
VENDOR NAME AND ADDRESS BILL TO ADDRESS (ORDERING AGENCY) SHIP TO ADDRESS
City of Dubuque Iowa Department of Economic Development
50 West 13th Street 200 E. Grand Ave.
Dubuque, IA 52001 Des Moines, Iowa 50309
PERFORMED
DATE INITITALS
C;UANTITY
.ORDERED RECEIVED, ,UNIT OF UNIT PRICE TOTAL PRICE
MEASURE -
Contract # 07-CEBAIVFGF-013 300,000.00
Cottingham & Butler, Inc.
$150,000 Forgivable Loan
$150,000 Loan
DOCUMENT TOTAL 300,000.00
CLAIMANT'S CERTIFICATION AGENCY CERTIFICATION
I CERTIFY THAT THE ITEMS FOR WHICH PAYMENT IS CLAIMED WERE FURNISHED FOR STATE I CERTIFY THAT THE ABOVE EXPENSE WERE INCURRED AND THE AMOUNTS ARE
BUSINESS UNDER THE AUTHORITY OF THE LAW AND THAT THE CHARGES ARE REASONABLE, CORRECT AND SHOUD BE PAID FROM THE FUNDS APPROPRIATED BY:
PROPER, AND CORRECT, AND NO PART OF THIS CLAIM HAS BEEN PAID. CODE OR CHAPTER SECTION(S)
DATE TITLE
CLAIMANT'S SIGNATURE AUTHORIZED SIGNATURE
.`.THE FOLLOWINGFIELDS ARE FOR STATErACCOUNTING USE ONLY
DOC TYPE DOC NUMBER DOC DATE ACCTG PRD BUDGET ACTION PO SHIP PV INT INT SELLER INT SELLER
(GAX) FY NEW/MOD INSTR TYPE IND FUND AGCY
GAX 07
-po s on y po s on y
REF DOC TYPE REF DOC NUMBER REF DOC LINE COM LN VEND INVOICE # COMMODITY CODE GS CONTRACT
UNE FUND AGCY ORG $UB ACTV FUNC OBJT SUB JOB NUMBER REP CAT QUANTITY / I/D DESCRIPTION AMOUNT UD P!F
01 269
02
03
04
05
06
07
DOCU MENT TOTAL
C7AX WARRANT # AUDITED BY ~ ~ PAID DATE
MASTER CONTRACT
BY AND BETWEEN
Cottingham & Butler, Inc.
AND THE
IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT
CONTRACT NUMBER: P0606M01054
TABLE OF CONTENTS
ARTICLE 1. MASTER CONTRACT DURATION; FUNDING AGREEMENT DURATION
ARTICLE 2. FUNDING
Article 2.1 Funding Sources
Article 2.2 Reduction, Discontinuance or Alteration of Funding
ARTICLE 3. CONTRACT STRUCTURE AND DEFII~ITIONS; DOCUMENTS INCORPORATED BY
REFERENCE; ORDER OF PRIORITY
Article 3.1 Contract Structure and Definitions
Article 3.2 Documents Incorporated by Reference
Article 3.3 Business's Financial Assistance Application on File
Article 3.4 Order of Priority
ARTICLE 4. AWARD
Article 4.1 Description of the Project and Award Budget
Article 4.2 Job Obligations
Article 4.3 Repayment Obligation
ARTICLE 5. CONDITIONS TO DISBURSEMENT OF FUNDS; DISBURSEMENT TERMS
Article S.1 Documents Submitted
Article 5.2 Prior Costs
Article 5.3 Cost Variation
Article 5.4 Suspension of Disbursement
Article 5.5 Investment of Award Proceeds
ARTICLE 6. SECURITY; CROSS-COLLATERALIZATION
Article 6.1 Secured Property
Article 6.2 Value of Collateral
Article 6.3 Additional or Substitute Collateral
ARTICLE 7. REPRESENTATIONS AND WARRANTIES
Article 7.1
Article 7.2
Article 7.3
Article 7.4
Article 7.5
Article 7.6
Article 7.7
Article 7.8
Article 7.9
Article 7.10
Article 7.11
Article 7.12
Article 7.13
Article 7.14
Article 7.1 S
Article 7.16
Organization and Qualifications
Authority and Validity of Obligations
Use of Proceeds
Subsidiaries
Financial Reports
No Material Adverse Change
Full Disclosure; Business's Financial Assistance Application
Trademarks, Franchises and Licenses
Governmental Authority and Licensing
Litigation and Other Controversies
Good Title
Taxes
Other Contracts
No Default
Compliance with Laws
Effective Date of Representations and Warranties
Contract #P0606M01054 - 2 - Masrerupdateda/23/os
ARTICLE 8. COVE
Article 8.1
Article 8.2
Article 8.3
Article 8.4
Article 8.5
Article 8.6
Article 8.7
Article 8.8
Article 8.9
Article 8.10
Article 8.11
Article 8.12
Article 8.13
Article 8.14
Article 8.1 S
Article 8.16
Article 8.17
Article 8.18
Article 8.19
NANTS
Maintain Existence in Iowa
Job Obligations
Performance Obligations
Maintenance of Properties
Taxes and Assessments
Insurance
Required Reports
Inspection and Audit
Mergers, Consolidations and Sales
Formation and Maintenance of Subsidiaries
Compliance with Laws
Use of Award Proceeds
Changes in Business Ownership, Structure or Control
Notice of Meetings
Notice of Proceedings
Accounting Records
Restrictions
No Changes in Business Operations
Indemnification
ARTICLE 9. EVENTS OF DEFAULT AND REMEDIES
Article 9.1
Article 9.2
Article 9.3
Article 9.4
Article 9.5
ARTICLE 10. MISC
Article 10.1
Article 10.2
Article 10.3
Article 10.4
Article 10.5
Article 10.6
Article 10.7
Article 10.8
Article 10.9
Article 10.10
Article 10.11
Article 10.12
Article 10.13
Article 10.14
Article 10.1 S
Events of Default
Default Remedies
Default Interest Rate
Expenses
Notice of Default and Opportunity to Cure
ELLANEOUS
Timely Performance
State of Iowa Recognition
Choice of Law and Forum
Governing Law
Master Contract/Funding Agreement Amendments
Notices
Headings
Final Authority
Waivers
Counterparts
Survival of Representations
Severability of Provisions
Successors and Assigns
Termination
Integration
Contract #P0606M01054 - 3 - Master updated si2~os
MASTER CONTRACT
BUSINESS:
MASTER CONTRACT NUMBER:
AWARD DATE:
Cottingham & Butler, Inc.
#P0606M01054
October 19, 2006
This FINANCIAL ASSISTANCE CONTRACT (the "Master Contract") is made as of the
CONTRACT EFFECTIVE DATE by and between the Iowa Department of Economic Development
("IDED"), 200 East Grand Avenue, Des Moines, IA 50309 and Cottingham & Butler, Inc. an Iowa S-
corporation ("Business"), 151 West 8`h, 300 Security Building, Dubuque, Iowa 52001.
WHEREAS, the Business submitted an application to IDED requesting financial assistance in the
financing of its Project as more fully described in Exhibit C, Description of the Project and Award
Budget, (the "Project"); and
WHEREAS, the IDED found the Project to meet the requirements established to receive
financial assistance; and
WHEREAS, the IDED and/or the Iowa Department of Economic Development Board ("IDED
Board") have awarded the Business financial assistance from one or more IDED-administered programs
for the Project, all of which are subject to the terms and conditions set forth herein and collectively
referred to as the "Award"; and
NOW THEREFORE, in consideration of the mutual promises contained herein and intending to
be legally bound, the Business and IDED agree to the following terms:
ARTICLE 1
MASTER CONTRACT DURATION; FUNDING AGREEMENTS DURATION
This Master Contract shall be in effect until all of Business's obligations and liabilities under this
Master Contract and all of the Funding Agreements executed in connection with this Master Contract
have been satisfied. The duration of each Funding Agreement will be as described in the Funding
Agreement.
ARTICLE 2
FUNDING
2.1 Funding Sources. The sources of funding for this Award are appropriations to IDED for
financial assistance programs administered by the IDED and tax credit programs that IDED is authorized
to administer.
2.2 Reduction, Discontinuance or Alteration of Funding. Any termination, reduction, or delay
of funds available due, in whole or in part, to (i) lack of, reduction in, or a deappropriation of revenues
previously appropriated by the legislature for this Award, or (ii) any other reason beyond the IDED's
control may, in the IDED's discretion, result in the termination, reduction or delay of funds to the
Business.
Contract #P0606M01054 - 4 - Master updated aiz~os
ARTICLE 3
CONTRACT STRUCTURE AND DEFINITIONS;
DOCUMENTS INCORPORATED BY REFERENCE; AND ORDER OF PRIORITY
3.1 Contract Structure and Definitions.
(a) This Award shall be governed by this Master Agreement and the individual funding
agreements (the "Funding Agreements") for each source of program assistance for this Award. This
Award has been provided to the Business to fund the Project described in Exhibit C, Description of the
Project and Award Budget. The Articles of this Master Contract apply to each Funding Agreement unless
a Funding Agreement specifically states otherwise.
(b) The following terms apply to this Master Contract and each of the Funding Agreements,
unless otherwise specified in a Funding Agreement:
"Award Date" means the date first stated in this Master Contract and is the date the IDED and/or
the IDED Board approved the awarding of financial assistance to the Business for the Project.
"Business' Employment Base" means the number of jobs as stated in Exhibit D, Job Obligations
that the Business and IDED have established as the job base for this Project. The number of jobs the
Business has pledged to create/retain shall be in addition to the Business's Employment Base.
"Created mew ans the number of new~'TE Jobs the Business will add over and above the
Buisiness's Employment Base and, if applicable, Statewide Employment Base.
"Forgivable Loan" means a form of an award made by the IDED to the Business under a
Funding Agreement(s) for which repayment is eliminated in part or entirely if the Business satisfies the
terms of this Contract and the Funding Agreement(s).
"Full-time Equivalent (FTE) Job" means the employment of one person:
(a) For 8 hours per day fora 5-day, 40-hour workweek for 52 weeks per year, including paid holidays,
vacations and other paid leave, or
(b) For the number of hours or days per week, including paid holidays, vacations and other paid leave,
currently established by schedule, custom, or otherwise, as constituting a week of full-time work for
the kind of service an individual performs for an employing unit.
"Job Maintenance Period" means the date two (2) years from the Project Completion Date as
stated in Exhibit C, Description of the Project and Award Budget. The Business shall maintain the
Project, and the created/retainedfobs through the Job Maintenance Period.
"Job Obligations" means the Created Jobs, Retained Jobs, Qualifying Jobs and Non-qualifying
Jobs associated with the Project that pay the wages and benefits, all as outlined in Exhibit D, Job
Obligations.
"Loan"means form of an award made by the IDED to the Business under a Funding
Agreement(s) for which full repayment is expected.
"Non-qualifying jobs" are those jobs created or retained by the project that do not qualify for
funding, but would not be created or retained if the Project did not proceed.
"Project" means the description of the work and activities to be completed by the Business as
Contract #P0606M01054 - 5 - n.~aster ~Pdaced siz~os
outlined in Exhibit C, Description of the Project and Award Budget, and Exhibit A, Business's Financial
Assistance Application.
"Project Completion Date" means the date three (3) years from the Award Date as stated in
Exhibit C, Description of the Project and Award Budget. The Project Completion Date is the date by
which all Project activities shall be satisfactorily completed.
"Qualifying jobs" are those created or retained jobs that qualify for program funding.
"Statewide Employment Base" means the number of jobs as stated in Exhibit D, Job Obligations
that the Business and IDED have determined as those jobs that will be retained at other facilities in the
state. The number of jobs the Business has pledged to create/retain shall be in addition to the Statewide
Employment Base.
3.2 Documents Incorporated by Reference. The following documents are incorporated by
reference and considered an integral part of this Master Contract:
Exhibit A - Business's Financial Assistance Application, Application # 07-CEBA-013 & 07-
EZ-021
Exhibit B - Funding Agreements:
B1-CEBA Funding Agreement
B4- EZ Funding Agreement
Exhibit C - Description of the Project and Award Budget
Exhibit D - Job Obligations
"Retained Job" means an existing job that would be eliminated or moved to another state if the
project did not proceed in Iowa.
3.3 Business's Financial Assistance Application on File. Due to its size, Exhibit A will not be
attached to this Master Contract, but will be kept on file at the Iowa Department of Economic
Development. It shall, nevertheless, be considered an incorporated element of this Master Contract and
the Funding Agreements.
3.4 Order of Priority. In the case of any inconsistency or conflict between the specific
provisions of this document and the exhibits, the following order of priority shall control:
(a) Master Contract, Articles 1-10
(b) Exhibit B -Funding Agreements
(c) Exhibit C -Description of the Project and Award Budget
(d) Exhibit D -Job Obligations
(e) Exhibit A -Business's Financial Assistance Application
ARTICLE 4
AWARD
4.1 Description of the Project and Award Budget. The IDED and/or the IDED Board have
approved an Award to the Business from the programs and in the amounts identified in Exhibit C,
Description of the Project and Award Budget. The Project Budget for this Award is as detailed in Exhibit
C.
4.2 Job Obli atg ions. The IDED and/or the IDED Board have approved an Award to the
Business and the Business' obligations for FTE Created Jobs, Retained Jobs, Qualifying Jobs and Non-
Contract #P0606M01054 - 6 - Ntaster updared aizsios
qualifying Jobs are outlined in Exhibit D, Job Obligations.
4.3 Repayment Obli ag tion. The obligation to repay the direct financial assistance components
of this Award shall be evidenced by Promissory Notes executed in connection with the Funding
Agreements.
ARTICLE 5
CONDITIONS TO DISBURSEMENT OF FUNDS; DISBURSEMENT TERMS
The obligation of IDED to make, continue or disburse funds under this Master Contract and the
Funding Agreements shall be subject to the following conditions precedent:
5.1 Documents Submitted. IDED shall have received each of the following documents,
properly executed and completed, and approved by IDED as to form and substance:
(a) Master Contract. Fully executed Master Contract.
(b) Funding Agreements. Fully executed Funding Agreements.
(c) Promissory Notes. The Promissory Notes required by the Funding Agreements.
(d) Articles oflncorporation. Copies of the articles of incorporation of the Business, certified in each
instance by its secretary or assistant secretary.
(e) Certificate o~rporate Existence. A certificate of existence for the Business from the Office of the
Secretary of State of Iowa.
(f) Results of Lien and Tax Search. Financing statement, tax and judgment lien search results, in the
Business's state of incorporation/organization, against the Business and Secured Property.
(g) Security Documents. The fully executed Security Documents required in Article 6.0.
(h) Other Required Documents. IDED shall have received such other contracts, instruments, documents,
certificates and opinions as the IDED may reasonably request.
(i) Hazardous Waste Audit. To comply with Iowa Code section 15A.1(3)"b," if the Business generates
solid or hazardous waste, it must either: a) submit a copy of the Business's existing in-house plan to
reduce the amount of waste and safely dispose of the waste based on an in-house audit conducted
within the past 3 years; or b) submit an outline of a plan to be developed in-house, or 3) submit
documentation that the Business has authorized the Iowa Department of Natural Resources or Iowa
Waste Reduction Center to conduct the audit.
(j) Release Form -Confidential Tax In ormation. A signed Authorization for Release of Confidential
State Tax Information form to permit IDED to receive the Business's state tax information directly
from the Iowa Department of Revenue for purposes of annually updating the Iowa Public Return on
Investment Analysis.
(k) Satis actorv Credit History. Documentation of satisfactory credit history of the Business and
guarantors, as applicable, with no judgments or unsatisfied liens or similar adverse credit actions.
(1) Project Financial Commitments. The Business shall have submitted a letter from the funding
Contract #P0606M01054 - 7 - Master ~pdared si2~os
sources identified in Exhibit C committing to the specified financial involvement in the Project and
received the IDED's approval of the letters of commitment. Each letter shall include the amount,
terms and conditions of the financial commitment, as well as any applicable schedules.
(m) Reguests for Disbursement. All disbursements of Award proceeds shall be subject to receipt by the
IDED of requests for disbursement, in form and content acceptable to IDED, submitted by the
Business. All requests shall include documentation of costs that have been paid or costs to be paid
immediately upon receipt of Award proceeds.
(n) Funding Agreements Disbursement Requirements. Satisfaction of all disbursement requirements
outlined in the specific program Funding Agreements.
5.2 Prior Costs. No expenditures made prior to the Award Date maybe included as Project
costs. This restriction applies to the direct financial assistance portions of this Award, not the tax credit
benefits included in this Award.
5.3 Cost Variation. In the event that the total Project cost is less than the amount specified in
the Exhibit C, the Funding Agreements shall be reduced at the same ratio to the total Project cost
reduction as the ratio of the Funding Agreement amount to the total amount of funds provided by the
Business and all funding sources requiring a proportional reduction of their financial contribution to the
Project. Any disbursed excess above the reduced IDED participation amount shall be returned
immediately to IDED.
5.4 Suspension of Disbursement. Upon the occurrence of an Event of Default (as defined in
this Master Contract or any of the Funding Agreements) by the Business, the IDED may suspend
payments and tax credit program benefits to the Business until such time as the default has been cured to
IDED's satisfaction. Notwithstanding anything to the contrary in this Master Contract or the Funding
Agreements, upon a termination of this Master Contract on account of an Event of Default by the
Business, Business will no longer have the right to receive any disbursements or any tax credit program
benefits after the effective date of default. All Award funds may also be suspended, in IDED's sole
discretion, in the event the Business experiences a layoff within the state of Iowa or closes any of its
Iowa facilities.
5.5 Investment of Award Proceeds.
(a) In the event that the Award proceeds are not immediately utilized, temporarily idle Award
proceeds held by the Business may be invested provided such investments shall be in accordance with
State law, including but not limited to the provisions of Iowa Code chapter 12C concerning the deposit of
public funds. Interest accrued on temporarily idle Award proceeds held by the Business shall be credited
to and expended on the Project prior to the expenditure of other Award proceeds.
(b) All proceeds remaining, including accrued interest, after all allowable Project costs have been
paid or obligated shall be returned to the IDED within thirty (30) days after the Project Completion Date.
Within ten (10) days of receipt of a written request from IDED, Business shall inform the IDED in
writing of the amount of unexpended Award funds in the Business's possession or under the Business's
control, whether in the form of cash on hand, investments, or otherwise.
ARTICLE 6
SECURITY; CROSS-COLLATERALIZATION
The Business shall execute in favor of the IDED all security agreements, financing statements,
mortgages, personal and/or corporate guarantees (the "Security Documents") as required by the IDED.
Contract #P0606M01054 - 8 - Nraste~ upda~ed a~z~oe
6.1 Securi .This Award shall be secured by: Mortgage on building - 2"d behind City of
Dubuque (the "Secured Property ")
6.2 Value of Collateral. The value, as reasonably determined by IDED, of the Secured
Property shall meet or exceed the amount of Award funds disbursed.
6.3 Additional or Substitute Collateral. In case of a decline in the market value of the Secured
Property, or any part thereof, IDED may require that additional or substitute collateral of quality and
value satisfactory to IDED be pledged as Secured Property for this Award. The Business shall provide
such additional or substitute collateral Secured Property within 20 days of the date of the request for
additional or substitute collateral to secure this Award in an amount equal to or greater than the amount
of outstanding Award funds.
ARTICLE 7
REPRESENTATIONS AND WARRANTIES
The Business represents and warrants to IDED as follows:
7.1 Organization and Qualifications. The Business is duly organized, validly existing and in
good standing as a corporation under the state of its incorporation. The Business has full and adequate
power to own its property and conduct its business as now conducted, and is duly licensed or qualified
and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature
of the property owned or leased by it requires such licensing or qualifying, except where the failure to so
qualify would not have a material adverse effect on the Business's ability to perform its obligations
hereunder.
7.2 Authority and Validity of Obli atg ions. The Business has full right and authority to enter
into this Master Contract and the Funding Agreements and to make the borrowings herein provided for.
The person signing this Master Contract and the Funding Agreements has full authority to:
a) sign this Master Contract and the Funding Agreements, and
b) issue Promissory Notes on behalf of the Business, and
c) secure Business's obligations under this Master Contract and the Funding Agreements, and
d) perform each and all of the obligations under the Master Contract and its Funding
Agreements.
The Master Contract and Funding Agreement documents delivered by the Business have been duly
authorized, executed and delivered by the Business and constitute the valid and binding obligations of the
Business and enforceable against it in accordance with their terms. This Master Contract, the Funding
Agreements and related documents do not contravene any provision of law or any judgment, injunction,
order or decree binding upon the Business or any provision of the articles of organization or operating
agreement of the Business, contravene or constitute a default under any covenant, indenture or contract
of or effecting the Business or any of its properties.
7.3 Use of Proceeds. The Business hereby agrees to use Award proceeds only for the Project
and for the activities described in Exhibit C, Description of the Project and Award Budget, this Master
Contract and the Funding Agreements. Use of Award proceeds shall conform to the Budget for the
Project as detailed in Exhibit C. The Business represents that there are legally enforceable commitments
in place from the funding sources identified for the Project in Exhibit C.
7.4 Subsidiaries. The Business has nine Subsidiaries on the Contract Effective Date.
Contract #P0606M01054 - 9 - Masteruodaredsi2s/os
7.5 Financial Reports. The balance sheet of the Business furnished to IDED as of the Contract
Effective Date, fairly presents its financial condition as at said date in conformity with GAAP applied on
a consistent basis. The Business has no contingent liabilities which are material to it, other than as
indicated on such financial statements or, with respect to future periods, on the financial statements
furnished to IDED.
7.6 No Material Adverse Chance. Since the Award Date, there has been no change in the
condition (financial or otherwise) or business prospects of the Business, except those occurring in the
ordinary course of business, none of which individually or in the aggregate have been materially adverse.
To the knowledge of the Business, there has been no material adverse change in the condition of the
Business (financial or otherwise) or the business prospects of the Business
7.7 Full Disclosure; Business's Financial Assistance Application. The statements and other
information furnished to the IDED by Business in its Financial Assistance Application and in connection
with the negotiation of this Master Contract and the Funding Agreements do not contain any untrue
statements of a material fact or omit a material fact necessary to make the material statements contained
herein or therein not misleading. The IDED acknowledges that as to any projections furnished to the
IDED, the Business only represents that the same were prepared on the basis of information and
estimates it believed to be reasonable.
7.8 Trademarks, Franchises and Licenses. The Business owns, possesses, or has the right to
use all necessary patents, licenses, franchises, trademarks, trade names, trade styles, copyrights, trade
secrets, know how and confidential commercial and proprietary information to conduct its businesses as
now conducted, without known conflict with any patent, license, franchise, trademark, trade name, trade
style, copyright or other proprietary right of any other Person. As used in this Master Contract, "Person "
means an individual, partnership, corporation, association, trust, unincorporated organization or any other
entity or organization, including a government or agency or political subdivision thereof.
7.9 Governmental Authority and Licensing. The Business has received all licenses, permits,
and approvals of all Federal, state, local, and foreign governmental authorities, if any, necessary to
conduct its businesses, in each case where the failure to obtain or maintain the same could reasonably be
expected to have a material adverse effect. No investigation or proceeding which, if adversely
determined, could reasonably be expected to result in revocation or denial of any material license, permit,
or approval is pending or, to the knowledge of the Business threatened.
7.10 Litigation and Other Controversies. There is no litigation or governmental proceeding
pending, nor to the knowledge of the Business threatened, against the Business which if adversely
determined would result in any material adverse change in the financial condition, Properties, business or
operations of the Business, nor is the Business aware of any existing basis for any such litigation or
governmental proceeding.
7.11 Good Title. The Business has good and defensible title (or valid leasehold interests) to all
of its Property (including, without limitation, the Secured Property) reflected on the most recent balance
sheets furnished to the IDED (except for sales of assets in the ordinary course business).
7.12 Taxes. All tax returns required to be filed by the Business in any jurisdiction have, in fact,
been filed, and all taxes, assessments, fees and other governmental charges upon the Business or upon
any of its property, income or franchises, which are shown to be due and payable in such returns, have
been paid, except such taxes, assessments, fees and governmental charges, if any, as are being contested
in good faith and by appropriate proceedings which prevent enforcement of the matter under contest and
Contract #P0606M01054 - 10 - Master updated arz~os
as to which adequate reserves established in accordance with GAAP have been provided. The Business
knows of no proposed additional tax assessment against it for which adequate provisions in accordance
with GAAP have not been made on its accounts. Adequate provisions in accordance with GAAP for
taxes on the books of the Business have been made for all open years, and for their current fiscal period.
7.13 Other Contracts. The Business is not in default under the terms or any covenant, indenture
or contract of or affecting either the Business or any of its properties, which default, if uncured, would
have a material adverse effect on its financial condition, properties, business or operations.
7.14 No Default. No Default or Event of Default has occurred or is continuing.
7.15 Compliance with Laws. The Business is in compliance with the requirements of all
federal, state and local laws, rules and regulations applicable to or pertaining to the business operations
of the Business and laws and regulations establishing quality criteria and standards for air, water, land
and toxic or hazardous wastes or substances, non-compliance with which could have a material adverse
effect on the financial condition, properties, business or operations of the Business. The Business has
not received notice to the effect that its operations are not in compliance with any of the requirements of
applicable federal, state or local environmental or health and safety statutes and regulations or are the
subject of any governmental investigation evaluating whether any remedial action is needed to respond to
a release of any toxic or hazardous waste or substance into the environment, which non-compliance or
remedial action could have a material adverse effect on the financial condition, properties, business or
operations of the Business.
7.16 Effective Date of Representations and Warranties. The warranties and representations of
this Article are made as of the Contract Effective Date and shall be deemed to be renewed and restated by
the Business at the time each request for disbursement of funds is submitted to the IDED.
ARTICLE 8
COVENANTS
The Business agrees that, for the duration of this Master Contract and the Funding Agreements:
8.1 Maintain Existence in Iowa. The Business shall at all times preserve and maintain its
existence as a corporation in good standing and maintain the Project in Iowa. The Business will preserve
and keep in force and affect all licenses, permits, franchises, approvals, patents, trademarks, trade names,
trade styles, copyrights and other proprietary rights necessary to the proper conduct of its respective
business.
8.2 Job Obli atg ions.
(a) Jobs and Wages. By the Project Completion Date, the Business shall create/retain the
number of FTE Created Jobs, Retained Jobs, Qualifying Jobs and Non-qualifying Jobs above the
Business' Employment Base and, if applicable, the Statewide Employment Base, and maintain the jobs
through the Job Maintenance Period, all as detailed in Exhibit D. The Business shall pay the wage rates
identified in Exhibit D.
(b) Benefits. The Business shall provide and pay for the eligible benefits described in Exhibit
A, Business's Financial Assistance Application, with an Average Benefit Value calculated by IDED and
shown in Exhibit D. During the Contract period the Business may adjust the benefit package provided the
Average Benefit Value is not decreased and provided the benefit package includes eligible benefits. For
Contract #P0606M01054 - 11 - Master updated e~z~os
purposes of this Contract, "Eligible benefits" means, medical and dental insurance plans, pension and
profit-sharing plans, child care services, life insurance coverage, vision insurance plan, and disability
coverage.
8.3 Performance Obligations. By the Project Completion Date, Business shall complete the
Project, make the total investment pledged for the Project, and comply with all other performance
requirements described in this Master Contract and the Funding Agreements. The Business shall
promptly provide IDED with written notice of any major changes that would impact the success of the
Project.
8.4 Maintenance of Properties. The Business shall maintain, preserve and keep its properties in
good repair, working order and condition (ordinary wear and tear excepted) and will from time to time
make all needful and proper repairs, renewals, replacements, additions and betterments thereto so that at
all time the efficiency thereof shall be fully preserved and maintained in accordance with prudent
business practices.
8.5 Taxes and Assessments. The Business shall duly pay and discharge all taxes, rates,
assessments, fees and governmental charges upon or against it against its properties, in each case before
the same become delinquent and before penalties accrue thereon, unless and to the extent that the same
are being contested in good faith and by appropriate proceedings and adequate reserves are provided
therefore.
8.6 Insurance. The Business shall insure and keep insured in good and responsible insurance
companies, all insurable property owned by it which is of a character usually insured by Persons
similarly situated and operating like properties against loss or damage from such hazards or risks as are
insured by Persons similarly situated and operating like properties; and the Business shall insure such
other hazards and risks (including employers' and public liability risks) in good and responsible insurance
companies as and to the extent usually insured by Persons similarly situated and conducting similar
businesses. The Business will upon request of the IDED furnish a certificate setting forth in summary
form the nature and extent of the insurance maintained pursuant to this Article.
8.7 Required Reports.
(a) Review of Disbursement Requests and Reports. The Business shall prepare, sign and submit
disbursement requests and reports as specified in this Master Contract in the form and content required
by IDED. The Business shall review all reimbursement requests and verify that claimed expenditures are
allowable costs. The Business shall maintain documentation adequate to support the claimed costs.
(b) Reports. The Business shall prepare, sign and submit the following reports to the IDED
throughout the Contract period:
Report Due Date
Mid-Year Status Report ..................................... July 3151 for the period ending June 30th
End-of--Year Status Report Includes :................... January 315L for the period ending Dec. 315`
-Public Return on Investment (ROI) Update
- Payroll Register with all created and/or
retained jobs highlighted and indicate
the Project Jobs paying the required wage
- "Employer's Contribution and Payroll Report"
- For Enterprise Zone awards, annual certification of compliance
Contract #P0606M01054 - 12 - Masteruodateds/zs/os
with the requirements of Iowa Code 15E.193, as required by
15E.195(6).
End of Project Report ......................................... Within 30 days of Project Completion Date
Report content: same items as End-of--Year Report
End of Job Maintenance Period Report .............. Within 30 days of the end of the Job
Report Content: same items as Maintenance Period
End-of--Year Report
(c) Additional Reports, Financials as Requested by IDED. The IDED reserves the right to
require more frequent submission of any of the above reports if, in the opinion of the IDED, more
frequent submissions would help improve the Business's Project performance, or if necessary in order to
meet requests from the Iowa General Assembly, the Department of Management or the Governor's
office. At the request of IDED, Business shall submit its annual financial statements completed by an
independent CPA, or other financial statements including, but not limited to, income, expense, and
retained earnings statements.
8.8 Inspection and Audit. The Business will permit the IDED and its duly authorized
representatives to visit and inspect any of the Business's properties, corporate books and financial
records of the Business related to the Project, to examine and make copies of the books of accounts and
other financial records of the Business, and to discuss the affairs, finances and accounts of the Business
with, and to be advised as to the same by, its officers, and independent public accountants (and by this
provision the Business authorizes such accountants to discuss with the IDED and the IDED's duly
authorized representatives the finances and affairs of the Business) at such reasonable time and
reasonable intervals as the IDED may designate, but at least annually.
8.9 Mergers, Consolidations and Sales. Without the written consent of the IDED, which shall
not be unreasonably withheld, the Business shall not be a party to any merger or consolidation, or sell,
transfer, lease or otherwise dispose of all or any part of the Secured Property.
8.10 Formation and Maintenance of Subsidiaries. The Business will not transfer assets pledged
as security for this Master Contract to any subsidiary or affiliate without the written consent of the IDED,
which shall not be unreasonably withheld.
8.11 ComQliance with Laws.
(a) The Business will comply in all material respects with the requirements of all federal, state
and local laws, rules, regulations and orders applicable to or pertaining to its properties or business
operations including, but not limited to, all applicable environmental, hazardous waste or substance,
toxic substance and underground storage laws and regulations, and the Business will obtain any permits,
licenses, buildings, improvements, fixtures, equipment or its property required by reason of any
applicable environmental, hazardous waste or substance, toxic substance or underground storage laws or
regulations.
(b) The Business shall comply in all material respects with all applicable federal, state, and local
laws, rules, ordinances, regulations and orders applicable to the prevention of discrimination in
employment, including the administrative rules of the Iowa Department of Management and the Iowa
Civil Rights Commission which pertain to equal employment opportunity and affirmative action.
(c) The Business shall comply in all material respects with all applicable federal, state and local
laws, rules, ordinances, regulations and orders applicable to worker rights and worker safety.
Contract #P0606M01054 - 13 - Master updated siz~os
(d) The Business shall comply with IDED's administrative rules for each program funding
source, as identified in the Funding Agreements.
8.12 Use of Award Proceeds. The Business will use the Award proceeds extended under this
Master Contract and the Funding Agreements solely for the purposes set forth in Exhibit C.
8.13 Changes in Business Ownership, Structure and Control. The Business shall not materially
change the ownership, structure, or control of the Business if it would adversely affect the Project. This
includes, but is 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. Business shall provide IDED with advance notice of any proposed changes
in ownership, structure or control. The materiality of the change and whether or not the change affects
the Project shall be as reasonably determined by IDED.
8.14 Notice of Meetings_The Business shall notify IDED at least two (2) working days in
advance of all meetings of the board of directors at which the subject matter of this Master Contract, the
Funding Agreements, or the Project is proposed to be discussed. The Business shall provide IDED with
copies if the agenda and minutes of such meetings and expressly agrees that a representative of IDED has
a right to attend those portions of any and all such meetings where the Project, this Master Contract or
the Funding Agreements are discussed.
8.15 Notice of Proceedings. The Business shall promptly notify IDED of the initiation of any
claims, lawsuits, bankruptcy proceedings or other proceedings brought against the Business which would
adversely impact the Project.
8.16 Accounting Records. The Business is required to maintain its books, records and all other
evidence pertaining to this Master Contract and it Funding Agreements in accordance with generally
accepted accounting principles and such other procedures specified by IDED. These records shall be
available to IDED, its internal or external auditors, the Auditor of the State of Iowa, the Attorney General
of the State of Iowa and the Iowa Division of Criminal Investigations at all times during the Master
Contract's and the Funding Agreements' duration and any extensions thereof, and for three (3) full years
from the Agreement Expiration Date.
8.17 Restrictions. The Business shall not, without prior written disclosure to IDED and prior
written consent of IDED, which shall not be unreasonably withheld, directly or indirectly:
(a) Assign, waive or transfer any of Business's rights, powers, duties or obligations under this
Master Contract or the Funding Agreements.
(b) Sell, transfer, convey, assign, encumber or otherwise dispose of any of the Secured Property
or the Project.
(c) Place or permit any restrictions, covenants or any similar limitations on the Secured Property
or the Project.
(d) Remove from the Project site or the State all or substantially all of the Secured Property.
(e) Create, incur or permit to exist any Lien of any kind on the Secured Property.
8.18 No Changes in Business Operations. The Business shall not materially change the Project
or the nature of the Business and activities being conducted, or proposed to be conducted by Business, as
Contract #P0606M01054 - 14 - Master updated e~2~oe
described in the Business's approved application for funding, Exhibit A of this Master Contract, unless
approved in writing by IDED prior to the change.
8.19 Indemnification. The Business shall indemnify, defend and hold harmless the IDED, the
State of Iowa, its departments, divisions, agencies, sections, commissions, officers, employees and agents
from and against all losses, liabilities, penalties, fines, damages and claims (including taxes), and all
related costs and expenses (including reasonable attorneys' fees and disbursements and costs of
investigation, litigation, settlement, judgments, interest and penalties), arising from or in connection with
any of the following:
a) Any claim, demand, action, citation or legal proceeding arising out of or resulting from the
Project;
b) Any claim, demand, action, citation or legal proceeding arising out of or resulting from a breach
by the Business of any representation or warranty made by the Business in this Master Contract
or the Funding Agreements;
c) Any claim, demand, action, citation or legal proceeding arising out of or related to occurrences
that the Business is required to insure against as provided for in this Master Contract or the
Funding Agreements; and
d) Any claim, demand, action, citation or legal proceeding which results from an act or omission of
the Business or any of their agents in its or their capacity as an employer of a person.
ARTICLE 9
EVENTS OF DEFAULT AND REMEDIES
9.1 Events of Default. Any one or more of the following shall constitute an "Event of Default"
hereunder:
(a) Nonpayment. In the event of a missed payment under a Loan or in the event a Forgivable
Loan is not forgiven and all or a portion of the Forgivable Loan must be repaid by the Business, a default
in the payment when due (whether by lapse of time, acceleration or otherwise) of any principal on the
Promissory Note(s), or default in payment for more than ten (10) Business Days of the due date thereof
of any interest on the Promissory Note(s) or any fee or other obligation payable by the Business shall be
an Event of Default; or
(b) Noncompliance with Covenants. Default in the observance or performance of any covenant
set forth in Article 8, for more than five (5) Business Days; or
(c) Noncompliance with Security Documents. Default in the observance or performance of any
term of any Security Documents beyond any applicable grace period set forth therein; or
(d) Noncompliance with Master Contract. Default in the observance or performance of any other
provision of this Master Contract; or
(e) Noncompliance with Funding Agreements: Cross-De ault. Default in the observance or
performance of any other provision of any of the Funding Agreements, including Events of Default
identified in any of the Funding Agreements; IDED may elect to declare the Business in default of this
Master Contract and any or all of the Funding Agreements if there is a default under any one of the
Funding Agreements; or
(f) Material Misrepresentation. Any representation or warranty made by the Business in this
Master Contract or the Funding Agreements or in any statement or certificate furnished by it pursuant to
this Master Contract or the Funding Agreements, or made in its Financial Assistance Application, or in
Contract #P0606M01054 - 15 - Master updated s~23/os
connection with any of the above, proves untrue in any material respect as of the date of the issuance or
making thereof; or
(g) Lien Deficiencies. Any of the Security Documents shall for any reason fail to create a valid
and perfected priority Lien in favor of the IDED in any Secured Property pledged by Business; or
(h) Judgment Over $500.000. Any judgment or judgments, writ or writs or warrant or warrants of
attachment, or any similar process or processes in an aggregate amount in excess of $500,000 shall be
entered or filed against the Business or against any of its property and remains unvacated, unbonded or
unstayed for a period of 30 days; or
(i) Adverse Change in Financial Condition. Any change shall occur in the financial condition of
the Business which would have a material adverse effect on the ability of the Business to perform under
this Master Contract or the Funding Agreements; or
(j) Bankruptcy or Similar Proceedings Initiated. Either the Business shall (1) have entered
involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (2) not
pay, or admit in writing its inability to pay, its debts generally as they become due, (3) make an
assignment for the benefit of creditors, (4) apply for, seek, consent to, or acquiesce in, the appointment of
a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its
Property, (5) institute any proceeding seeking to have entered against it an order for relief under the
United States Bankruptcy Code as amended, to adjudicate it insolvent, or seeking dissolution, winding
up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other
pleading denying the material allegations of any such proceeding filed against it, or (6) fail to contest in
good faith any appointments or proceeding described in Article 9.1(k) below; or
(k) Appointment of Of acials. A custodian, receiver, trustee, examiner, liquidator or similar
official shall be appointed for either the Business or any substantial part of any of its respective property,
or a proceeding described in Article 9.1(j) shall be instituted against either the Business and such
appointment continues undischarged or such proceeding continues undismissed or unstayed for a period
of sixty (60) days; or
(1) Insecurity. IDED shall in good faith deem itself insecure 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 Master Contract and/or the Funding Agreements, or the
performance of or observance of the covenants in this Master Contract and/or the Funding Agreements, is
or will be materially impaired.
(m) Failure to Submit Required Reports. The Business fails to submit complete reports by the
required due dates as outlined in Article 8.7.
(n) Layoffs. Relocation, or Closure. The Business experiences a substantial layoff, relocates a
substantial portion of its business or its offices outside of Iowa, or closes its operations during the term of
this Contract.
9.2 Default Remedies. When an Event of Default has occurred and is continuing, the IDED
may, by written notice to the Business:
(a) terminate this Master Contract, the Funding Agreements and all of the obligations of IDED
under this Master Contract and the Funding Agreements on the date stated in such notice, and
(b) declare the principal and any accrued interest on the outstanding Promissory Notes to be
Contract #P0606M01054 - 16 - r~rasrer ~pdared siz3/os
forthwith due and payable, including both principal and interest and all fees, charges and other amounts
payable under this Master Contract and the Funding Agreements, shall be and become immediately due
and payable without further demand, presentment, protest or notice of any kind.
9.3 Default Interest Rate. If an Event of Default occurs and remains uncured, a default rate of
6% shall apply to repayment of amounts due under this Master Contract and the Funding Agreements.
The default interest rate shall accrue from the first date Award funds are disbursed.
9.4 Expenses. The Business agrees to pay to the IDED all expenses reasonably incurred or paid
by IDED including reasonable attorneys' fees and court costs, in connection with any Default or Event of
Default by the Business or in connection with the enforcement of any of the terms of this Master
Contract and the Funding Agreements.
9.5 Notice of Default and Opportunity to Cure. If IDED has reasonable cause to believe that
and Event of Default has occurred under this Master Contract and/or the Funding Agreements, IDED
shall issue a written Notice of Default to the Business, setting forth the nature of the alleged default in
reasonable specificity, and providing therein a reasonable period time, which shall not be fewer than
thirty (30) days from the date of the Notice of Default, in which the Business shall have an opportunity to
cure, provided that cure is possible and feasible.
ARTICLE 10
MISCELLANEOUS.
10.1 Timely Performance. The parties agree that the dates and time periods specified in this
Master Contract and the Funding Agreements, including the timelines established for the Project and
more fully described in Exhibit C, are of the essence to the satisfactory performance of this Master
Contract and the Funding Agreements.
10.2 State of Iowa Reco ign~tion. The Project shall permanently recognize, in a manner
acceptable to IDED, the financial contribution to the Project made by the State of Iowa. For example, a
sign or plaque acknowledging that the Project was funded in part by an Award from the State of Iowa,
Iowa Department of Economic Development.
10.3 Choice of Law and Forum.
(a) In the event any proceeding of a quasi judicial or judicial nature is commenced in connection
with this Master Contract or the Funding Agreements, the proceeding shall be brought in Des Moines,
Iowa, in Polk County District Court for the State of Iowa, if such court has jurisdiction. If however, such
court lacks jurisdiction and jurisdiction lies only in a United States District Court, the matter shall be
commenced in the United States District Court for the Southern District of Iowa, Central Division.
(b) This provision shall not be construed as waiving any immunity to suit or liability, in state or
federal court, which maybe available to the IDED, the State of Iowa or its members, officers, employees
or agents.
10.4 Governing Law. This Master Contract and the Funding Agreements and the rights and
duties of the parties hereto shall be governed by, and construed in accordance with the internal laws of
the State of Iowa without regard to principles of conflicts of laws.
10.5 Master Contract/Funding Agreement Amendments. Neither this Master Contract nor any
documents incorporated by reference in connection with this Master Contract, including the Funding
Agreements, may be changed, waived, discharged or terminated orally, but only as provided below:
Contract #P0606M01054 - 17 - Master updated s/23/os
(a) Writing required. The Master Contract and the Funding Agreements may only be amended if
done so in writing and signed by the Business and IDED; and for those Funding Agreements in which the
Community is a signatory, by the Community, the Business and IDED. Examples of situations requiring
an amendment include, but are not limited to, time extensions, budget revisions, and significant
alterations of existing activities or beneficiaries. No amendment will be valid until approved in writing
by IDED.
(b) IDED review. IDED will consider whether an amendment request is so substantial as to
necessitate reevaluating the IDED's or IDED Board's original funding decision. An amendment may be
denied by IDED if it substantially alters the circumstances under which the Project funding was
originally approved.
10.6 Notices. Except as otherwise specified herein, all notices hereunder shall be in writing
(including, without limitation by fax) and shall be given to the relevant party at its address, e-mail
address, or fax number set forth below, or such other address, a-mail address, or fax number as such party
may hereafter specify by notice to the other given by United States mail, by fax or by other
telecommunication device capable of creating a written record of such notice and its receipt. Notices
hereunder shall be addressed:
To the Business:
Cottingham & Butler, Inc.
Mr. John Butler, Chief Executive Officer
800 Main Street
Dubuque, Iowa 52001
Telephone: 563.5 87.5213
Facsimile: 563.5 8'.5404
To the IDED at:
Iowa Department of Economic Development
Business Services
200 East Grand Avenue
Des Moines, Iowa 50309
Attention: Peggy Russell, Business Services Project Manager
E-mail: peggy.russell@iowalifechanging.com
Telephone: 515/ 242-4848
Facsimile: 515/ 242-4832
Each such notice, request or other communication shall be effective (i) if given by facsimile, when such
facsimile is transmitted to the facsimile number specified in this Article and a confirmation of such
facsimile has been received by the sender, (ii) if given by e-mail, when such a-mail is transmitted to the
e-mail address specified in this Article and a confirmation of such a-mail has been received by the
sender, (iii) if given by mail, five (5) days after such communication is deposited in the mail, certified or
registered with return receipt requested, addressed as aforesaid or (iv) if given by any other means, when
delivered at the addresses specified in this Article.
10.7 Headings. Article headings used in this Master Contract and the Funding Agreements are
for convenience of reference only and are not a part of this Master Contract or the Funding Agreements
Contract #P0606M01054 - 18 - Master updated siz~oe
for any other purpose.
10.8 Final Authority. The IDED shall have the authority to reasonably assess whether the
Business has complied with the terms of this Master Contract and the Funding Agreements. Any IDED
determinations with respect to compliance with the provisions of this Master Contract and the Funding
Agreements shall be deemed to be final determinations pursuant to Section 17A of the Code of Iowa
(2005).
10.9 Waivers. No waiver by IDED 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 IDED in
exercising any right or remedy hereunder or under the Funding Agreements shall operate as a waiver
thereof. No single or partial exercise of any right or remedy by IDED shall preclude future exercise
thereof or the exercise of any other right or remedy.
10.10 Counterparts. This Master Contract maybe executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together shall constitute but one and the same
instrument.
10.11 Survival of Representations. All representations and warranties made herein or in any other
Master Contract/Funding Agreement document or in certificates given pursuant hereto or thereto shall
survive the execution and delivery of this Master Contract and the Funding Agreements and the other
Master Contract/Funding Agreement documents and shall continue in full force and effect with respect to
the date as of which they were made until all of Business's obligations or liabilities under this Master
Contract and the Funding Agreements have been satisfied.
10.12 Severability of Provisions. Any provision of this Master Contract or the Funding
Agreements, which is unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the
extent of such unenforceability without invalidating the remaining provisions hereof or affecting the
validity or enforceability of such provision in any other jurisdiction. All rights, remedies and powers
provided in this Master Contract and or the Funding Agreements or any other Master Contract document
may be exercised only to the extent that the exercise thereof does not violate any applicable mandatory
provisions of law, and all the provisions of this Master Contract and the Funding Agreements and any
other Master Contract document are intended to be subject to all applicable mandatory provisions of law
which maybe controlling and to be limited to the extent necessary so that they will not render this Master
Contract or the Funding Agreements or any other Master Contract document invalid or unenforceable.
10.13 Successors and Assigns. This Master Contract and the Funding Agreements shall be
binding upon the Business and its respective successors and assigns, and shall inure to the benefit of the
IDED and the benefit of their respective successors and assigns. The Business may not assign its rights
hereunder or under any of the Funding Agreements without the written consent of the IDED, which
consent will not be unreasonably withheld.
10.14 Termination. This Master Contract and any of the Funding Agreements can be terminated
upon mutual, written agreement of the Business and IDED and, for amendments to Funding Agreements
to which the Community is a signatory, the Community.
10.15 Irate ation. This Master Contract and the Funding Agreements contains the entire
understanding between the Business and IDED relating to the Project and any representations that may
have been made before or after the signing of this Master Contract and the Funding Agreements, 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 Master Contract and its Funding Agreement.
Contract #P0606M01054 - 19 - Master updated e/2s/os
IN WITNESS WHEREOF in consideration of the mutual covenants set forth above and for other
good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby
acknowledged, the parties have entered into this Master Contract and have caused their duly authorized
representatives to execute this Master Contract, effective as of the latest date stated below (the
"Contract Effective Date").
FOR THE IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT:
MIchael L. Tramontina, Director
For the Business:
By: John E. Butler, CEO
4/26/07
LIST OF EXHIBITS
Exhibit A -
Exhibit B -
Exhibit C -
Exhibit D -
Business's Financial Assistance Application (on file with IDED),
Application # 07-CEBA-013 & 07-EZ-021
Funding Agreements
B 1-CEBA Funding Agreement
B4-EZ Funding Agreement
Description of the Project and Award Budget
Job Obligations
Contract #P0606M01054 - 21 - Masrer~Pdatedaizsios
EXHIBIT B - 1
CEBA FUNDING AGREEMENT
BUSINESS:
COMMUNITY:
MASTER CONTRACT NUMBER:
FUNDING AGREEMENT NUMBER:
AWARD TYPE:
AMOUNT:
Cottingham & Butler Inc.
CitYof Dubuque
P0606M01054
07-CEBAIVFGF-013
Loan/Forgivable loan
$ 300 000
THIS CEBA FUNDING AGREEMENT is made by and among the IOWA DEPARTMENT
OF ECONOMIC DEVELOPMENT, 200 East Grand Avenue, Des Moines, Iowa 50309 ("IDED"),
the business identified above ("Business"), and the community identified above, ("Community"),
effective as of the Contract Effective Date stated in the Master Contract identified above.
WHEREAS, the Business has executed the Master Contract described above with the
IDED pursuant to an Award on the Award Date stated in the Master Contract to the Business for
the Project; and
WHEREAS, the Master Contract specifies that for each program funding source the
IDED and the Business shall enter into a Funding Agreement; and
WHEREAS, the Iowa Code provisions applicable to the CEBA Program require the
Community to submit an application on behalf of the Business in order to apply for and receive
CEBA funds; and
WHEREAS, this CEBA Funding Agreement contains additional terms and conditions for
the award of CEBA funds and
NOW, THEREFORE, the Business and Community accept the terms and conditions set
forth in this Funding Agreement and the Master Contract for the funding of the Project. In
consideration of the mutual promises contained in the Master Contract and this CEBA Funding
Agreement and other good and valuable consideration, it is agreed as follows:
1.0 Master Contract. Unless otherwise specified in this CEBA Funding Agreement, the
definitions, terms, conditions, and provisions contained in the Master Contract are applicable to
this CEBA Funding Agreement.
2.0 Definitions. As used in this CEBA Funding Agreement, the following terms shall apply:
2.1 Agreement Expiration Date. Expiration of this CEBA Funding Agreement occurs
upon the happening of one of the following events, whichever occurs first:
(a) IDED's determination that the Business and Community have fully met the
requirements of this CEBA Funding Agreement, including repayment of all amounts
due hereunder, and IDED closes out this CEBA Funding Agreement.
(b) An Event of Default occurs that is not remedied within the time period allowed
under the Master Contract.
(c) If no disbursement of CEBA funds has occurred within twenty-four (24) months
of the Award Date (as defined in the Master Contract).
(d) This CEBA Funding Agreement is terminated upon mutual, written agreement of
the Business, the Community and IDED.
2.2 CEBA. "CEBA" means the Community Economic Betterment Program (established
in Iowa Code sections 15.315-15.325). The source of funding for this CEBA Funding Agreement
is an appropriation by the State legislature to IDED.
2.3 CEBA Award. "CEBA Award" means the financial assistance provided to the
Business in the form of a Loan and/or Forgivable Loan, as more fully defined in Articles 3 and 4
of this CEBA Funding Agreement.
3.0 Terms of CEBA Award -Loan. CEBA funds have been awarded to the Community on
behalf of the Business to assist the Business with the Project. The terms of the Loan are as
follows:
3.1 $150,000
3.2 5 years
3.3 0%
3.4 Promissory notes. The obligation of the Business and Community to repay the Loan
shall be evidenced by Promissory Notes executed by the Business and the Community.
4.0 Terms of CEBA Award -Forgivable Loan. CEBA funds have been awarded to the
Community on behalf of the Business to assist the Business with the Project. The terms of the
Forgivable Loan are as follows:
4.1 $150,000
4.2 3 years
4.3 Terms of Forgiveness. IDED will, in its sole discretion, determine if the Business
has satisfied the terms of this CEBA Funding Agreement, including fulfillment of the Job
Obligations by the Project Completion Date as shown in Master Contract Exhibit D. If IDED
determines that the Business has satisfied said terms and has continued to satisfy said terms
through the Job Maintenance Period, 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 IDED does not
waive repayment, the Forgivable Loan shall be repaid as described in Article 11.2(b) of this
CEBA Funding Agreement.
4.4 Promissory notes. The obligation of the Business and Community to repay the
Forgivable Loan shall be evidenced by a Promissory Notes executed by the Business and
Community.
5.0 Maximum CEBA funds available for Project. It is expressly understood and agreed that
the maximum amounts to be paid to the Business by IDED for this CEBA Funding Agreement
shall not exceed the amount stated on page one of this CEBA Funding Agreement.
Master Contract # P0606M01054
Funding Agreement # 07-CEBAIVFGF-013 - 2 - nfa5rer Fa updated osisoioe
6.0 Business' Job Obligations. The Business' Job Obligations are as described in Master
Contract Exhibit D.
7.0 Conditions to Disbursement. In addition to the conditions to disbursement described in
the Master Contract, the Business shall meet the following conditions before IDED will release
CEBA funds:
7.1 Consultation with Iowa Workforce Development. The Business shall have provided
documentation to the IDED that it has consulted with the area Iowa Workforce Development
(IWD) office to discuss employment services available. In addition, the Business must provide
to IWD agencies a list of positions to be created including job descriptions and qualifications.
7.2 Other Conditions. The status of all prior awards are current and in good standing.
8.0 Affirmative Covenants of Community. The Community covenants with IDED that:
8.1 Proiect Work and Services. The Community shall perform work and services
detailed in the Business's CEBA application by the Project Completion Date.
8.2 Filin Unless otherwise agreed, IDED shall file the Security Documents required
under this CEBA Funding Agreement. The Community shall, if requested by IDED, file in a
proper and timely manner any and all Security Documents required in connection with the
CEBA Award, naming the IDED as co-security holder and promptly providing the IDED with
date-stamped copies of said Security Documents. The Community shall, at the IDED's request,
obtain and provide to the IDED lien searches or attorney's title opinions.
8.3 Indemnification. The Community shall indemnify and hold harmless the IDED, its
officers and employees to the extent allowed under the Iowa Constitution and Iowa Code on the
same basis as the Business is obligated to indemnify the IDED under the Master Contract.
8.4 Requests for CEBA Award Funds. The Community shall review the Business'
requests for CEBA Award funds to ensure that the requests are in compliance with the IDED's
requisition procedures and shall execute and forward the requests to the IDED for processing.
8.5 Unused CEBA Award Proceeds. The Community shall return all unused CEBA
Award proceeds, including accrued interest, to the IDED within thirty (30) days after the Project
Completion Date.
8.6 Notice of Meetings. The Community shall notify the IDED at least two (2) days in
advance of all public or closed meetings at which the subject matter of this CEBA Award and/or
the Project is proposed to be discussed. The Community shall provide the IDED with copies of
the agenda and minutes of such meetings and expressly agrees that a representative of the
IDED has the right to attend any such meetings for the purposes of the discussion of the Project
and/or the CEBA Award.
8.7 Notice to IDED. In the event the Community becomes aware of any material
alteration in the Project, initiation of any investigation or proceeding involving the Project or
CEBA Award, change in the Business' ownership, structure or operation, or any other similar
occurrence, the Community shall promptly notify the IDED.
Master Contract # P0606M01054
Funding Agreement # 07-CEBAIVFGF-013 - 3 - n~fasrerFa updaredosisoioe
8.8 Responsibility Upon Default. If the Business fails to perform under the terms of the
Master Contract and/or this CEBA Funding Agreement and the IDED declares the Business in
default, the IDED shall take the lead on recovery of CEBA Award proceeds, as well as
penalties, interest, costs and foreclosure on collateral, provided the Community assigns its
security interest and CEBA contract documents to IDED for collection purposes.
9.0 Negative Covenants of Community. The Community shall not, without written consent
of IDED:
(a) Acceptance of CEBA Award Repayments. Accept any CEBA Award repayments
and/or settlements on Community funds considered local effort for this CEBA Funding
Agreement.
(b) Assignment. Assign its rights and responsibilities under this CEBA Funding
Agreement.
(c) Alter Financial Commitments. Alter, accelerate or otherwise change the terms of the
Community's financial commitment to the Business for this CEBA Funding Agreement.
(d) Administration. Discontinue administration or loan servicing activities under this
CEBA Funding Agreement.
10.0 Community Liability.
10.1 Good Faith Enforcement. The Community's liability under this CEBA Funding
Agreement is limited to those amounts which the Community recovers from the Business in
unused CEBA Award proceeds, enforcement of judgments against the Business and through its
good faith enforcement of the Security Documents executed by the Business. Nothing in this
paragraph shall limit the recovery of principal and interest by IDED in the event of Community's
fraud, negligence, or gross mismanagement in the application for, or use of, sums provided
under this CEBA Funding Agreement.
11.0 Default; Remedies upon Default.
11.1 The terms of the Master Contract regarding Events of Default and Remedies
govern this CEBA Funding Agreement. The following are additional Events of Default for this
CEBA Funding Agreement:
None
11.2 The following are Default Remedies available to IDED in addition to those specified
in the Master Contract:
(a) Repayment of Loan -Failure to Meet Job Obligations. If the Business meets Less
than 100% of its Job Obligations, the IDED may require full repayment of the Loan, as permitted
under the Master Contract. IDED may also elect to allow repayment on a pro rata basis as
described below:
If the Business received a Loan at a rate below 6% (the annual interest rate for default
set by the IDED Board), the unpaid principal amount of the Loan may be prorated
between the percentage of FTE Jobs created/retained and the percentage of the
shortfall.
The shortfall principal portion may be amortized over the remaining term of the Loan,
Master Contract # P0606M01054
Funding Agreement # 07-CEBAIVFGF-013 - 4 - titaster t=,q updated o9isoios
beginning at the Project Completion Date, at a default rate of 6% (the annual interest
rate set by the IDED Board). Interest will be charged beginning from the date Loan
proceeds were disbursed to the Community for 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 Loan rate and term.
(b) Repayment of Forgivable Loan -Failure to Meet Job Obligations. If the Business
has fulfilled 50% or more of its Job Obligations, a pro rata percentage will be forgiven for each
new FTE job created/retained at the time the repayment amount is calculated (e.g. at the
Project Completion Date or the date an Event of Default occurred} Any balance (shortfall) will
be amortized over a two (2) year period (beginning at the at the time the repayment amount is
calculated (e.g. at the Project Completion Date or the date an Event of Default occurred) 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.
(c) Repayment -Time Allowed. If the IDED has allowed repayment of the
Forgivable Loan on a pro rata basis as described in paragraph "b" above, that amount is
immediately due and payable. If the Business has a current Loan balance, the amount owed on
the Forgivable Loan may be combined with the amount owed on the Loan to reflect a single
monthly payment. This combined loan shall be repaid over the time period remaining
(d) Example. CEBA Funding Agreement Exhibit B is an example of how these
repayment calculations will be applied.
12.0 Incorporated documents. The following documents are hereby incorporated by this
reference:
1. The Master Contract and its Exhibits.
2. CEBA Promissory Notes: CEBA Funding Agreement Exhibit Al -Community, and
CEBA Funding Agreement Exhibit A2 -Business.
3. CEBA Funding Agreement Exhibit B -Example: Business Job Shortfall Calculation.
Master Contract # P0606M01054
Funding Agreement # 07-CEBAIVFGF-013 - 5 - nrasrer Fa updated osi3oios
IN WITNESS WHEREOF, the parties have executed this CEBA Funding Agreement:
BUSINESS:
BY:
Signature
~ ,n h n E Q~t !-~r ,_l E O
Typed Name and Title
Date
IOWA DEPARTMENT OF E ONOMIC DEVELOPMENT:
BY: ~ rl~l,%1 V~ ~ , ~ ~ZZ f~ l .
Michael L. T a ontin ,Director
Date
COMMUNITY:
BY:
Signatur
Typed N
~~
Master Contract # P0606M01054
Funding Agreement # 07-CEBAIVFGF-013 - 6 - Nrasrer FA ~Pdared o9isoioe
Date
CEBA Funding Agreement Exhibit A1-Community's Promissory Note (Forgivable Loan)
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned promises, in the event
this Forgivable Loan is not forgiven, to pay to the order of the IOWA DEPARTMENT
OF ECONOMIC DEVELOPMENT, at its office at 200 East Grand, Des Moines, Iowa
50309, the sum of ONE HUNDRED AND FIFTY THOUSAND DOLLARS
($150,000) with interest at a rate of 0% unless an Event of Default occurs, in which case
interest shall be at the default rate set forth in Contract number P0606M01054
("Contract"). The terms and conditions by which forgiveness of this Loan may occur are
as specified in the Contract.
Interest shall first be deducted from the payment and any balance shall be applied on
principal. Upon default in payment of any interest, or any installment of principal, the
whole amount then unpaid shall become immediately due and payable at the option of the
holder.
The undersigned, in case of suit on this note, agrees to 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.
This note shall be secured by the Security specified in the Contract.
Makers, endorsers and sureties waive demand of payment, notice ofnon-payment, protest
and notice. Sureties, endorsers and guarantors agree to all of the provisions of this note,
and consent that the time or times of payment of all or any part hereof maybe extended
after maturity, from time to time, without notice.
ADDRESS:
City Hall
50 West 13~' Street
Dubuque, Iowa 52001
B
A
Date Jam- ~ ~ `'
City of Dubuque
CEBA Funding Agreement Exhibit A1-Community's Promissory Note (Loan)
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned promises to pay to the order
of the IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT, at its office at
200 East Grand, Des Moines, Iowa 50309, the sum of ONE HUNDRED AND FIFTY
THOUSAND DOLLARS ($150,000) with interest thereon at Zero PERCENT (0%) to
be paid as follows:
60 monthly payments of $2,500 beginning on the first day of the fourth month
from the date Award funds are disbursed. Final payment may vary depending upon dates
payments are received.
Interest shall first be deducted from the payment and any balance shall be applied on
principal.
Upon default in payment of any interest, or any installment of principal, the whole
amount then unpaid shall become immediately due and payable at the option of the
holder.
The undersigned, incase of suit on this note, agrees to 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.
This note shall be secured by the Security specified in the Contract.
Makers, endorsers and sureties waive demand of payment, notice ofnon-payment, protest
and notice. Sureties, endorsers and guarantors agree to all of the provisions of this note,
and consent that the time or times of payment of all or any part hereof maybe extended
after maturity, from time to time, without notice.
ADDRESS:
City Hall
50 West 13"' Street
Dubuque, Iowa 52001
(~i1-v of Tlnhnrnia
B
A
Date ~/~~U
~-
CEBA Funding Agreement Exhibit A2- Business's Promissory Note (Forgivable Loan)
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned promises, in the event
this Forgivable Loan is not forgiven, to pay to the order of the IOWA DEPARTMENT
OF ECONOMIC DEVELOPMENT, at its office at 200 East Grand, Des Moines, Iowa
50309, the sum of ONE HUNDRED AND FIFTY THOUSAND DOLLARS
($150,000) with interest at a rate of 0% unless an Event of Default occurs, in which case
interest shall be at the default rate set forth in Contract number P0606M01054
("Contract"). The terms and conditions by which forgiveness of this Loan may occur are
as specified in the Contract.
Interest shall first be deducted from the payment and any balance shall be applied on
principal. Upon default in payment of any interest, or any installment of principal, the
whole amount then unpaid shall become immediately due and payable at the option of the
holder.
The undersigned, in case of suit on this note, agrees to 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.
This note shall be secured by the Security specified in the Contract.
Makers, endorsers and sureties waive demand of payment, notice ofnon-payment, protest
and notice. Sureties, endorsers and guarantors agree to all of the provisions of this note,
and consent that the time or times of payment of all or any part hereof maybe extended
after maturity, from time to time, without notice.
Cottin ham & Butler, Inc.
By:
.1 o h n ~ !I~-f/~~
Print or Type Name, Title
Address:151 West 8`h, 300 Security Building
Dubuque, Iowa 52001
Date 7 ~Z 6 /d 7
CEBA Funding Agreement Exhibit A2- Business's Promissory Note Loan}
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned promises to pay to the order of the
IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT, at its office at 200 East
Grand, Des Moines, Iowa 50309, the sum of ONE HUNDRED AND FIFTY
THOUSAND DOLLARS ($50,000) with interest thereon at Zero PERCENT (0%) to
be paid as follows:
60 monthly payments of $2,500 beginning on the first day of the fourth month
from the date Award funds are disbursed. Final payment may vary depending upon dates
payments are received.
Interest shall first be deducted from the payment and any balance shall be applied on
principal.
Upon default in payment of any interest, or any installment of principal, the whole
amount then unpaid shall become immediately due and payable at the option of the
holder.
The undersigned, in case of suit on this note, agrees to 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.
This note shall be secured by the Security specified in the Contract.
Makers, endorsers and sureties waive demand of payment, notice ofnon-payment, protest
and notice. Sureties, endorsers and guarantors agree to all of the provisions of this note,
and consent that the time or times of payment of all or any part hereof maybe extended
after maturity, from time to time, without notice.
Cot ' ham & Butler, Inc.
By:
Jn~•+ E ,~f~~, C~ a
Print or Type Name, Title
Address:151 West 8`h, 300 Security Building
Dubuque, Iowa 52001
Date / ~Z10~4 7
EXHIBIT B - 4
EZ FUNDING AGREEMENT
BUSINESS:
COMMUNITY:
Cottingham & Butler Inc.
City of Dubuque
MASTER CONTRACT NUMBER: P0606M01054
FUNDING AGREEMENT NUMBER: 07-EZ-021
ENTERPRISE ZONE NAME: Zone EZ-1
ZONE CERTIFICATION DATE: November 1.2004
ZONE EXPIRATION DATE: November 1.2014
THIS ENTERPRISE ZONE (EZ) FUNDING AGREEMENT is made by and among the
IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT, 200 East Grand Avenue, Des Moines,
Iowa 50309 ("IDED"), the business identified above ("Business"), and the community identified
above ("Community"), effective as of the Contract Effective Date stated in the Master Contract
identified above.
WHEREAS, the purpose of the EZ Program is to promote new economic development in
economically distressed areas; and
WHEREAS, the Community has designated and IDED has certified the Enterprise Zone
identified above; and
WHEREAS, eligible businesses locating or located in an Enterprise Zone are authorized
under this program to receive certain tax incentives and assistance and the Business has
located, or will locate, within the certified Enterprise Zone; and
WHEREAS, the Enterprise Zone Commission responsible for the above-identified Zone
has recommended approval and IDED has found the Business' application to be consistent with
the EZ Program's eligibility requirements; and
WHEREAS, the Business has executed the Master Contract described above with the
IDED pursuant to an Award on the Award Date stated in the Master Contract to the Business for
the Project; and
WHEREAS, the Master Contract specifies that for each program funding source the
IDED and the Business shall enter into a Funding Agreement; and
WHEREAS, this EZ Funding Agreement contains additional terms and conditions for the
award of EZ benefits and
NOW, THEREFORE, the Business and Community accept the terms and conditions set
forth in this EZ Funding Agreement and the Master Contract for the funding of the Project. In
consideration of the mutual promises contained in the Master Contract and this EZ Funding
Agreement and other good and valuable consideration, it is agreed as follows:
1.0 Master Contract. Unless otherwise specified in this EZ Funding Agreement, the
definitions, terms, conditions, and provisions contained in the Master Contract are applicable to
this EZ Funding Agreement. The following provisions in the Master Contract do not apply to this
EZ Funding Agreement:
Article 3.1(b) -Definition of "Project Completion Date" and "Job Maintenance Period." [The EZ
program has different time periods for these activities.]
Article 4.3 -Repayment obligation. [No promissory note required for tax credits.]
Article 5.1(c) -Promissory Notes. [Execution of note is not a condition precedent to receipt of
tax credit benefits]
Article 5.1(g) -Security Documents. [Execution of Security Documents is not a condition
precedent to receipt of tax credit benefits].
Article 5.1(m) -Requests for disbursement. [Not required for tax credit program benefits.]
Article 5.2 -Prior costs. [Not applicable to tax credit program benefits.]
Article 5.3 -Cost variation. [Not applicable to tax credit program benefits.]
Article 5.5 -Investment of Award Proceeds. [No proceeds in tax credit programs.]
Article 6 -Security, Cross-collateralization.. [Not applicable to tax credit program benefits.]
Article 9.1(a) -Nonpayment as an Event of Default. [Not applicable because there are no loan
payments in tax credit programs].
Article 9.1(c) -Noncompliance with Security Documents as an Event of Default. [Not applicable
because there are no Security Documents required in tax credit programs].
Article 9.1(g) -Lien Deficiencies as an Event of Default. [Not applicable because there are no
Security Documents required in tax credit programs.]
2.0 Definitions. As used in this EZ Funding Agreement, the following terms shall apply:
2.1 Agreement Expiration Date. Expiration of this EZ Funding Agreement occurs upon
the happening of one of the following events, whichever occurs first:
(a) IDED's determination that the Business has fully met the requirements of the EZ
Funding Agreement, including meeting its Job Obligations, and IDED closes out this
EZ Funding Agreement.
(b) An Event of Default occurs that is not remedied within the time period allowed
under Article 5.0 of this EZ Funding Agreement.
(c) This EZ Funding Agreement is terminated upon mutual, written agreement of
the Business, the Community and IDED.
2.2 EZ Program. "EZ Program" means the Enterprise Zone Program. The EZ Program
is authorized by Iowa Code (2005) sections 15E.191 through 15E.196.
Master Contract # P0606M01054
Funding Agreement #07-EZ-021 - 2 - nfasrerFa updated osisoios
2.3 EZ Award. "EZ Award" means IDED's approval of the Business's Financial
Assistance Application for the Project. This EZ Award authorizes the Business to receive EZ
Program benefits.
2.4 "Annual Base Rent". "Annual Base Rent" means the Business' annual lease
payment minus taxes, insurance, and operating or maintenance expenses.
2.5 "Commission" or "Enterprise Zone Commission" or "Enterprise Zone Commission"
means the Enterprise Zone commission established by the Community responsible for the
certified Enterprise Zone.
2.6 "Enterprise Zone." "Enterprise Zone" means the site within the Community certified
by the IDED Board for the purpose of attracting private investment.
2.7 Proiect Corngletion Date. "Project Completion Date" means: (1) the first date upon
which the average annualized production of finished product for the preceding ninety-day period
at the manufacturing facility operated by the Business within the Enterprise Zone is at least fifty
percent of the initial design capacity of the facility; or (2) for existing or non-manufacturing
facilities, the date of completion of all improvements included in the Project.
2.8 "Proiect Jobs" means the number of new Full-time Equivalent (FTE) Jobs created
by the location or expansion of the Business in the Enterprise Zone, as shown in Master
Contract Exhibit D.
3.0 Enterprise Zone Benefits.
3.1 Benefits Available. The following Enterprise Zone benefits are available to the
Business under this EZ Funding Agreement:
(a) Supplemental New Jobs Credit. As provided in Iowa Code section 15.331, the
Business is eligible to claim a supplemental new jobs credit from withholding in an amount equal
to 1 %2 percent of the gross wages paid by the Business. The supplemental new jobs credit
available under this program is in addition to and not in lieu of the program and withholding
credit of 1'/z percent authorized under Iowa Code chapter 260E.
Additional new jobs created by the project, beyond those that were agreed to in Article 4
of this Agreement, are eligible for the additional 1 %2 percent withholding credit as long as those
additional jobs meet the local Enterprise Zone wage eligibility criteria and are an integral part or
a continuation of the Project. Approval and administration of the supplemental new jobs credit
shall follow existing procedures established under Iowa Code chapter 260E.
(b) Value-Added Property Tax Exemption. The Community has approved an
exemption from taxation all or a portion of the value added to the property upon which the
Business locates or expands in the Enterprise Zone and which is used in the operation of the
Business. The amount of the exemption is detailed in Attachment B, "Community Resolution
Authorizing Property Tax Exemptions for the Enterprise Zone."
Master Contract # P0606M01054
Funding Agreement #07-EZ-021 - 3 - Master Fa updated osisoios
(c) Investment Tax Credit.
(i) The Business may claim an investment tax credit as provided in Iowa
Code section 15.333. An investment tax credit may be claimed of up to a
maximum of ten percent (10%) of the new investment which is directly
related to the Project Jobs created by the location or expansion of the
Business in the Enterprise Zone. The Business may not claim an investment
tax credit for capital expenditures above the amount stated in Article 4.3 of
this EZ Funding Agreement. The credit is to be taken in the year the
qualifying asset is placed in service. Any credit in excess of the tax liability
for the tax year may be credited to the tax liability for the following seven
years or until depleted, whichever occurs earlier.
(ii) The tax credit shall be amortized equally over afive-year period which the
department will, in consultation with the eligible business, define. The five-
yearamortization period is specified below:
Amortization Schedule
Jul 1, 2006 -June 30, 2007 $100,600
Jul 1, 2007 -June 30, 2008 $100,600
Jul 1, 2008 -June 30, 2009 $100,600
Jul 1, 2009 -June 30, 2010 $100,600
Jul 1, 2010 -June 30, 2011 $100,600
(iii) EZ Funding Agreement Exhibit C, "Investment Tax Credit Amortization
Schedule Examples," illustrates how the 5-year amortization requirement will be
applied.
(iv) The capital expenditures eligible for the investment tax credit are:
1. The purchase price of real property and any existing buildings and
structures located on the real property.
2. The cost of improvements made to real property which is used in
operation of the Business.
3. The costs of manufacturing machinery and equipment and computers,
as defined in Iowa Code section 427A.1(1) "e" and " j," which are
purchased for use in the operation of the Business and which the
purchase price have been depreciated in accordance with generally
accepted accounting principles.
4. Ten (10) years of Annual Base Rent payments provided the cumulative
cost of these payments does not exceed the cost of the land and the
third-party developer's costs to build or renovate the building. Annual
base rent shall only be considered when the project includes the
construction of a new building or the major renovation of an existing
building.
(d) Refund Of Sales. Service And Use Taxes Paid To Contractors Or
Subcontractors. The Business is eligible for a refund of sales, service and use taxes paid to
contractors and subcontractors as authorized in Iowa Code section 15.331 A.
Master Contract # P0606M01054
Funding Agreement #07-EZ-021 - 4 - MasrerFA updatedosisoios
(i) The Business may apply for a refund of the sales and use taxes paid under Iowa
Code chapters 422 and 423 for gas, electricity, water or sewer utility services,
goods, wares, or merchandise, or on services rendered, furnished, or performed
to or for a contractor or subcontractor and used in the fulfillment of a written
contract relating to the construction or equipping of a facility within the Enterprise
Zone.
(ii) Taxes attributable to intangible property and furniture and furnishings shall not be
refunded.
To receive a refund of the sales, service and use taxes paid to contractors or
subcontractors, the Business must, within one year after Project Completion, make an
application to the Department of Revenue.
3.2 Duration Of Benefits. The Enterprise Zone designation shall remain in effect for
ten years following the date of certification. Any state or local incentives or assistance that may
be conferred must be conferred before the designation expires. However, the benefits of the
incentive or assistance may continue beyond the expiration of the Enterprise Zone designation.
3.3 Benefits Not Available. The following Enterprise Zone benefits are not available
to the Business under this agreement:
(a) Additional Research Activities Credit.
(b) Refund of Taxes Attributable fo Racks, Shelving, and Convenor Equipment.
4.0 Conditions to Receipt of Enterprise Zone Benefits.
The Enterprise Zone Benefits authorized under this EZ Funding Agreement are available to the
Business provided the Business, (and where applicable, the Community) satisfies each of the
following conditions:
4.1 Job Creation And Maintenance. The Business shall create the Project Jobs
within three (3) years of the Effective Date (defined in the Master Contract). The Business shall
maintain the Project Jobs for a period of ten (10) years from the date the Business first meets its
Job Obligations as shown in Master Contract Exhibit D.
4.2 Average Waae. The Business shall pay an average starting wage for the Project
Jobs, as shown in Master Contract Exhibit D.
4.3 Investment. Within three (3) years of the Effective Date (as defined in the Master
Agreement), the Business shall make a capital investment of $5,030,000 within the Enterprise
Zone, as defined in 3.1(c).
4.4 Medical And Dental Insurance. The Business provides all full-time employees
with the option of choosing one of the following:
(a) The Business pays 80 percent of both of the following:
(i) the cost of a standard medical insurance plan, and
(ii) the cost of a standard dental insurance plan or an equivalent plan;
Master Contract # P0606M01054
Funding Agreement #07-EZ-021 - 5 - n-taster Fa updated osi3oio5
(b) The Business provides the employee with a monetarily equivalent plan to the plan
provided in "a."
4.6 Business Retention. The Business shall have and maintain Project operations
contemplated by this Agreement within the Community at least through the Agreement
Expiration Date.
4.7 Other Conditions. Authorized benefits may be requested when all required
contract conditions have been satisfied and the status of all prior awards are current and in
good standing.
5.0 Events of Default; Notice of Default; Repayment Provisions.
5.1 Events of Default. The terms of the Master Contract regarding Events of Default and
Remedies govern this EZ Funding Agreement.
5.2 Notice of Default. The following Notice of Default and repayment provisions
supersede the Notice of Default and repayment provisions specified in the Master Contract:
(a) From Department. If, through the Mid-Year Status Report, End-of-Year Status
Report , or other means, the IDED has reason to believe the Business is in default of the terms
of this Agreement, the IDED will issue a written Notice of Default to the Business, setting forth
the nature of the default in reasonable specificity, and providing therein a reasonable period of
time, which shall not be less than 30 days from the date of the Notice of Default, in which the
Business shall have an opportunity to cure, provided that cure is possible and feasible. A copy
of any Notice of Default will also be provided to the Community and Department of Revenue.
(b) From Community. If, through monitoring, auditing or other means, the
Community has reason to believe the Business is in default of the terms of this Agreement, the
Community will issue a written Notice of Default to the Business, setting forth the nature of the
default in reasonable specificity, and providing therein a reasonable period of time, which shall
not be less than 30 days from the date of the Notice of Default, in which the Business shall have
an opportunity to cure, provided that cure is possible and feasible. A copy of any Notice of
Default will also be provided to the IDED and Department of Revenue.
5.3 Repayment Provisions. If the Business has received incentives or assistance under
the EZ Program and fails to meet and maintain any one of the requirements of the EZ Program,
the EZ Program Administrative Rules (261 IAC chapter 59) or any term of this EZ Funding
Agreement, the Business is subject to repayment of all or a portion of the incentives and
assistance that it has received, as detailed below:
(a) Job creation. If the Business does not meet its job creation and maintenance
requirement, repayment shall be calculated as follows:
(i) If the Business has met 50 percent or less of the requirement, the
Business shall repay the same percentage in benefits as the Business
failed to create in jobs.
(ii) If the Business has met more than 50 percent but not more than 75
percent of the requirement, the Business shall repay one-half of the
percentage in benefits as the Business failed to create in jobs.
Master Contract # P0606M01054
Funding Agreement #07-EZ-021 - 6 - Master FA updated osisoio5
(iii) If the Business has met more than 75 percent but not more than 90
percent of the requirement, the Business shall repay one-quarter of the
percentage in benefits as the Business failed to create in jobs.
(iv) If the Business has not met the minimum job creation requirement of ten
(10) new full-time jobs, the Business shall repay all of the incentives and
assistance that it has received.
(b) Wages and benefits. If the Business fails to comply with the wage or benefit
requirements, the Business shall not receive Enterprise Zone benefits for each year during
which the Business is not in compliance.
(c) Capital Investment. If the Business does not meet the capital investment
requirement, repayment shall be calculated as follows:
(i) If the Business has met 50 percent or less of the requirement, the
Business shall repay the same percentage in benefits as the Business
failed to invest.
(ii) If the Business has met more than 50 percent but not more than 75
percent of the requirement, the Business shall repay one-half of the
percentage in benefits as the Business failed to invest.
(iii) If the Business has met more than 75 percent but not more than 90
percent of the requirement, the Business shall repay one-quarter of the
percentage in benefits as the Business failed to invest.
(iv) If the Business has not met the minimum investment requirement of
$500,000, the Business shall repay all of the incentives and assistance
that it has received.
(d) Department of Revenue; Community Recovery. Once it has been established,
through the Business' annual certification, monitoring, audit or otherwise, that the Business
is required to repay all or a portion of the incentives received, the Department of Revenue
and the Community shall collect the amount owed. The Community has the authority,
pursuant to the EZ Program, to take action to recover the value of taxes not collected as a
result of the exemption provided by the Community to the Business. Department of Revenue
has the authority, pursuant to the EZ Program, to recover the value of state taxes or
incentives provided under the EZ Program. The value of state incentives provided under the
EZ Program includes applicable interest and penalties.
6.0 Incorporated documents. The following documents are hereby incorporated by this
reference:
1. The Master Contract number and its Exhibits.
2. EZ Funding Agreement Exhibit A, "Enterprise Zone Commission Resolution
Approving the Business's Enterprise Zone Application."
3. EZ Funding Agreement Exhibit B, "Community Resolution Authorizing Property
Tax Exemptions for the Enterprise Zone."
4. EZ Funding Agreement Exhibit C, "Investment Tax Credit Amortization Schedule
Examples."
Master Contract # P0606M01054
Funding Agreement #07-EZ-021 - 7 - Master Fa updated osraoios
IN WITNESS WHEREOF, the parties have executed this EZ Funding Agreement:
BUSINESS:
BY:
John E. Butler, CEO
4/26/07
IOWA Department of Economic Development:
By: Michael L. Tramontina, Director
5-17-07
Community:
By: Roy D. Buol, Mayor
5/7/07
EZ Funding Agreement Exhibit A
Enterprise Zone Commission Resolution
Approving the Business's Enterprise Zone Application
CITY OF DUBUQUE, IOWA
ENTERPRISE ZONE COMMISSION
RESOLUTION
A RESOLUTION APPROVING THE FILING OF AN APPLICATION WITH THE
IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT REQUESTING
ENTERPRISE ZONE BENEFITS ON BEHALF OF COTTINGHAM AND
BUTLER INC.
Whereas, the State of Iowa Department of Economic Development (IDED) is
accepting applications from eligible businesses pursuant to the authority of House File
724, Enterprise Zone Legislation; and
Whereas, the City of Dubuque, Iowa has two certified Enterprise Zones; and
Whereas, the City's Enterprise Zone Commission has been created by City
Ordinance to review applications for tax incentives and assistance based on criteria
specified by law and to transmit its recommendation to the IDED; and
Whereas, the City's Enterprise Zone Commission has reviewed an application
from Cottingham & Butler Inc. and has found the proposed project eligible to apply for
Enterprise Zone benefits.
NOW, THEREFORE, BE IT RESOLVED BY THE ENTERPRISE ZONE
COMMISSION OF THE CITY OF DUBUQUE, IOWA:
Section 1. That the Cottingham 8~ Butler Inc. application for Enterprise Zone
benefits is approved.
Section 2. That Cottingham & Butler Inc. will create ninety (90) new jobs in the
city's downtown.
Section 3. That Cottingham & Butler Inc. will invest approximately $6,317,000
in Enterprise Zone 1 as part of the renovation project.
Section 3. That the Chairperson is hereby authorized and directed to execute,
on behalf of the Enterprise Zone Commission, the joint application for Enterprise Zone
benefits.
Passed, approved and adopted this 18th day of September 2006.
~ ,
Richard Stein
Chair
F:IUSERS1AdejonglEnterprise ZonelCottingham & ButlerlC & B EZ resolution.doc
EZ Funding Agreement E~ibit B
Community Resolution
Authorizing Property Tax Exemptions for the Enterprise Zone
IA DEPT. OF ECONOMIC DEVELOPMENT
RESOLUTION NO. 556-06 N~V ~ ~ X006
BUREAU OF BUSINESS FINANCE
RESCINDING RESOLUTION N0.468-06 AND AUTHORIZING THE FILING OF AN
AMENDED COMMUNITY ECONOMIC BETTERMENT ACCOUNT (CEBA)
APPLICATION ON BEHALF OF COTTINGHAM & BUTLER, INC.
Whereas, Cottingham & Butler, Inc. has proposed the expansion of its operations in Dubuque,
Iowa; 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 90
new jobs for area residents; and
Whereas, the Iowa Department of Economic Developments Community Economic Betterment
Account (CEBA) was designed to assist in the economic development efforts of local jurisdictions; and
and
Whereas, the City of Dubuque, Iowa is eligible to apply for funding from the CEBA program;
Whereas, Resolution No. 468-06 incorrectly stated the local commitment made in the CEBA
application; and
Whereas, the City Council finds that the application for participation in the Community
Economic Betterment Account program and the local match identified in the application should be
approved.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA:
Section 1. That Resolution No. 468-06 is hereby rescinded.
Section 2. That the application and the local match identified in the application as $600,000 in
loans, $40,000 in grants and a 10-year TIF rebate for increased building valuation estimated atone
million dollars to._the company is herebkapproved, subject t4 approval by the Iowa Department of .- _
Economic Development.
Section 3. That the Mayor is hereby authorized to execute and the City Manager is hereby
directed to submit said application to the Iowa Department of Economic Development together with
such additional documents as may be required.
Passed, approved, and adopted this 20th day of November', 2006.
6
Roy D. Buol, Mayor
Att t:
i
eanne Schneider, City Clerk
F:\USERS\DHeiar\Cottingham 8 Butler\Resolution rescinding no 468-06.doc
EZ Funding Agreement Exhibit C
Investment Tax Credit Amortization Schedule Examples
EZ Funding Agreement
Exhibit C
Investment Tax Credit Amortization Schedule Examples
Background Information:
Effective July 1, 2005, Investment Tax Credits (or Insurance Premium Tax Credits) awarded to a Business by the
Iowa Department of Economic Development must be amortized equally over a S-year period. The Department will
determine the amortization schedule and include it in the Business' funding agreement.
Please note Investment Tax Credits (or Insurance Premium Tax Credits) are earned when the corresponding asset
(e.g. the building, a piece of machinery & equipment, etc.) is placed in service. "Placed in service" typically
corresponds with the point in time when the Business can start depreciating the asset for tax purposes.
Earned Investment Tax Credits (or Insurance Premium Tax Credits) which cannot be used because of the
amortization schedule or because the credits exceed the Business' tax liability for that tax year may be carried
forward for up to seven additional tax years.
Example #1
In this example, the Business is eligible to receive an Investment Tax Credit (ITC) in the amount of $100,000. The
ITC is earned on December 1S, 2005 and may be carried forward until the tax year in which December 1S, 2012
falls. The Business' ITC amortization schedule follows:
Fiscal Year 2007 -July 1, 2006 -June 30, 2007 $20,000
Fiscal Year 2008 -July 1, 2007 - June 30, 2008 $20,000
Fiscal Year 2009 -July 1, 2008 - June 30, 2009 $20,000
Fiscal Year 2010 -July 1, 2009 - June 30, 2010 $20,000
Fiscal Year 2011 -July 1, 2010 - June 30, 2011 $20,000
As the ITC was earned in the first year, the Business may claim up to $20,000 on its tax return for that tax year. The
Business' tax liability for that tax year is $15,000 therefore; the Business will carry forward $5,000 of unused
credits.
ITC Earned -Total
$100,000
ITC Available to be Taken based on the Amortization Schedule $20,000 (FY 2006)
Less ITC Claimed on Current Year's Tax Return $15,000
ITC to be Carried Forward into Future Tax Year $ 5,000
The following year the Business may claim up to $25,000 in ITCs on its tax return; $5,000 being carried forward
from last year plus another $20,000 based on the amortization schedule. The Business' tax liability for the current
tax year is $25,000.
ITC Earned -Total $100,000
Less ITC Claimed to Date $ 15.000
ITC Remaining -Total $ 85,000
ITC Available to be Taken based on the Amortization Schedule $20,000 (FY 2007)
Plus ITC Carried Forward from Previous Year $ 5,000
Less ITC Claimed on Current Year's Tax Return $25,000
ITC to be Carried Forward into Future Tax Year $ 0
September 14, 2005
The Business would be able to continue to take tax credits based on the amortization schedule and its tax liability
each year. If this example were to continue, the tax credits could continue to be claimed until they are exhausted or
until the carry forward period expires in the tax year in which December 15, 2012 falls.
Example #2
In this example, the Business is eligible to receive an Investment Tax Credit (ITC) in the amount of $500,000. The
ITC is earned on February 15, 2008 and maybe carried forward until the tax year in which February 15, 2015 falls.
The Business' ITC amortization schedule follows:
Fiscal Year 2007 -July 1, 2005 -June 30, 2007 $100,000
Fiscal Year 2008 -July 1, 2006 -June 30, 2008 $100,000
Fiscal Year 2009 -July 1, 2007 -June 30, 2009 $100,000
Fiscal Year 2010 -July 1, 2008 -June 30, 2010 $100,000
Fiscal Year 2011 -July 1, 2009 -June 30, 2011 $100,000
As the ITC was earned in the third year of the amortization schedule, the Business may claim up to $300,000 on its
tax return for that tax year ($100,000 per year for 3 years). The Business' tax liability for that tax year is $50,000
therefore; the Business will carry forward $250,000 of unused credits.
ITC Earned -Total
$500,000
ITC Available to be Taken based on the Amortization Schedule $300,000 (FY 2006 - FY 2008)
Less ITC Claimed on Current Year's Tax Return $ 50,000
ITC to be Carried Forward into Future Tax Year $250,000
The following year the Business may claim up to $350,000 in ITCs on its tax retum; $250,000 being carried forward
from last year plus another $100,000 based on the amortization schedule. The Business' tax liability for the current
tax year is $60,000.
ITC Earned -Total $500,000
Less ITC Claimed to Date $ 50,000
ITC Remaining -Total $450,000
ITC Available to be Taken based on the Amortization Schedule $100,000 (FY 2009)
Plus ITC Carried Forward from Previous Year $250,000
Less ITC Claimed on Current Year's Tax Return $ 60,000
ITC to be Carried Forward into Future Tax Year $290,000
The following year the Business may claim up to $390,000 in ITCs on its tax return; $290,000 being carried forward
from last year plus another $100,000 based on the amortization schedule. The Business' tax liability for the current
tax year is $50,000.
ITC Earned -Total $500,000
Less ITC Claimed to Date $110 000
ITC Remaining -Total $390,000
ITC Available to be Taken based on the Amortization Schedule $100,000 (FY 2010)
Plus ITC Carried Forward from Previous Year $290,000
Less ITC Claimed on Current Year's Tax Return $ 50 000
ITC to be Carried Forward into Future Tax Year $340,000
After FY 2010, the Business is no longer subject to the amortization schedule and therefore, it would be able to
continue to take tax credits based on its tax liability each yeaz. If this example were to continue, the tax credits
could continue to be claimed until they are exhausted or until the carry forward period expires in the tax year in
which February 15, 2015 falls.
September 14, 2005
DESCRIPTION OF THE PROJECT AND AWARD BUDGET
(EXHIBIT C)
Name of Business: Cottingham 8 Butler, Inc.
Contract Number: P0606M01054
PROJECT DESCRIPTION
Cottingham 8 Butler Insurance Service Inc. will expand and update their current facilities. The project involves
building construction, computer hardware and software, furniture and fixture purchases, and job training. The Business
will create a total of 90 full time equivalent positions as a result of this project.
CEBA
Project Completion Date: October 31, 2009
-.Job Maintenance Period: October 31, 2011
EZ
October 31, 2009
Once the 90 new jobs pledged have been achieved, the jobs will need
to be maintained for an additional ten years.
AWARD BUDGET
SOURCE OF FUNDS USE OF FUNDS
Amount
~ ,. ...._ r . ,
~~ ._ Cost '
.., . ...
g
IDED Pro rams - _
- ,~:~ . _
and Acquisition $~
CEBA $l soooo'forgivableloan 'Site Preparation So
CEBA $15o,oUO loan ;Historic Preservation Costs 51,200,000
Enterprise Zone benefits 'See below `"Building Construction 5a,soo,ooo
Buildiny Remodeling 50
Community College $450;Ouu job training Mfg Machinery and Equipment 50 ;
City of Dubuque $320,000 rlFnoanigrant :Other Machinery and Equipment 50
Cottingham & Butler $6,597,000% cashiequity ':Racking, Shelving, etc. ~~
'"Computer Hardware 5230,000
Computer Software 5237,000
Furniture and Fixtures 5700,000
'iWorkiny Capital 50
'.Research and Development 50
~
rJobTraining 5450,000
'~
s/~.hr,. Fyr~r,r.nt'~ 50
I
SUBTOTAL' "$7,s6T,ooo SUBTOTAL 57.667,000
~
J..d ~J a_ ..,on ni v~.,~;trn,-o. n a..,,i;L.:~ t.,. credt program '.
sUB TOTAL b!` SUBTOTAL SO
TOTAL ALL FUNDS $7,667,000 57,667,000
5623,000 eSUmated State benefits + VOC;aI property tax exenlpliOnS Noce: i:oscs assonaced wrtn ri~scorrt: Freservamn are not eume for cz oenefns.
Nav-U6 I
EXHIBIT D -JOB OBLIGATIONS
Jobs Created or Retained through this Project
Cottingham & Butler, Inc.
Contract #: PO606M01054
Below is a list of the jobs that must be retained and/or created as a result of this Project. A "retained job" is an existing job that would be eliminated or moved to another state
if the project did not proceed in Iowa. A "created job" means the number of new FTE Jobs the Business will add over and above the Business's Employment Base and, if
applicable, Statewide Employment Base. "Qualifying jobs" are those created or retained jobs that qualify for program funding. "Non-qualifying jobs" are those jobs created
or retained by the project that do not qualify for funding, but would not be created or retained if the Project did not proceed.
PROJECTJOES CEBA
$20.36 ~
~ 12.41
Job Title
a of Jobs Type of Job'.
Creased (C) or
Retained (Rl Starting or
Current Hourly
Va'age Av Benefit
Value
Qualifying
Non-Qualifying
Qualifying
Non-Qualifying
IT Nrogrammer 1 C $26.44 $ 3.70 1 1
Sales Executive 4 C $43.27 $ 3.70 4 4
Sales Person/EDP 8 C $19.23 $ 3.70 8 8
Department Manager 1 C $48.08 $ 3.70 1 1
Account Administrator 5 C $14.42 $ 3.70 5 5
Benefit Mana er 1 C $16.83 $ 3.70 1 1
Underwriter 1 C $36.06 $ 3.70 1 1
Account Executive 1 C $60.10 $ 3.70 1 1
Benefit Claims Examiner 2 C $9.62 $ 3.70 2 2
Case/Disease Mana er 3 C $19.23 $ 3.70 3 3
Claims Mana er 3 C $15.38 $ 3.70 3 3
IT Pro rammer 1 C $24.04 $ 3.70 1 1
Accountant 1 C $16.83 $ 3.70 1 1
Recruiter 1 C $21.63 $ 3.70 1 1
Administrative Su ort 1 C $12.02 $ 3.70 1 1
Sales Executive 2 C ' $43.27 $ 3.70 2 2
Sales Person/EDP 9 C $19.23 $ 3.70 9 9
Account Administrator 6 C $14.42 $ 3.70 6 6
Benefit Mana er 1 C $16.83 $ 3.70 1 1
Safet Consultant 1 C $21.63 $ 3.70 1 1
Benefit Claims Examiner 2 C $9.62 $3.70 2 2
Case/Disease Mana er 2 C $19.23 $3.70 2 2
Claims Examiner 3 C $15.38 $3.70 3 3
IT Pro rammer 1 C $24.04 $3.70 1 1
Accountant 1 C $16.83 $3.70 1 1
Sales Executive 3 C $43.27 $3.70 3 3
Sales Person/EDP 8 C $19.23 $3.70 8 8
Underwriter/Ca tive Mana er 2 C $38.46 $3.70 2 2
Account Administrator 6 C $14.12 $3.70 6 6
Benefit Mana er 1 C $16.83 $3.70 1 1
Safe Consultant 1 C $21.63 $3.70 1 1
Benefit Claims Examiner 2 C $9.62 $3.70 2 2
Case/Disease Mana er 1 C $19.23 $3.70 1 1
Claims Examiner 4 C $15.38 $3.70 4 4
Totals: 90 56 34 90 0
Business Employment Base: 306 Statewide Employment Base:
Job Performance Obligations
CEBA Program: As a result of this project, Cottingham & Butler, Inc. will create 90 full-time equivalent (FTE) jobs above a base employment
of 306 FTE jobs at the Dubuque location. 56 of the created project jobs will have starting wages that meet or exceed $20.36 (100%) per
hour. The average wage, including benefits, of the 56 qualifying project jobs will be at least $25.54 per hour.
EZ Program: Cottingham & Butler, Inc. will create 90 new full-time equivalent (FTE) jobs at the Dubuque location with an average wage
equal to or greater than $21.08 per hour.
Nov-06