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Cottingh Butler TC Bldg EnterprMEMORANDUM March 12, 2002 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Enterprise Zone Program Agreement #2002-EZ-01 For Cottingham & Butler Economic Development Director Bill Baum is recommending approval of an Enterprise Zone Program Agreement with the Iowa Department of Economic Development for Cottingham & Butler Insurance Services, Inc, related to the rehabilitation of the Town Clock Building at 835 Main Street. I concur with the recommendation and respectfully request Mayor and City Council approval. Michael C. Van Milligen MCVM/jh Attachment cc: Barry Lindahl, Corporation Counsel Cindy Steinhauser, Assistant City Manager William Baum, Economic Development Director CITY OF DUBUQUE, IOWA MEMORANDUM March 12, 2002 TO: Michael Van Milligen, City Manager FROM: William Baum, Economic Development Director SUBJECT: Enterprise Zone Program Agreement #2002-EZ-01 for Cottingham & Butler INTRODUCTION This memorandum presents for City Council approval an Enterprise Zone (EZ) Program Agreement with the Iowa Department of Economic Development (IDED) for Cottingham & Butler Insurance Service, Inc. The City Council is requested to adopt a resolution approving the agreement. BACKGROUND On November 15, 2001, the City Enterprise Zone Commission approved an application to IDED on behalf of Cottingham & Butler for Enterprise Zone benefits related to the rehabilitation of the Town Clock Building at 835 Main Street. IDED approved the company's application on January 16, 2002. DISCUSSION Attached to this memorandum is a resolution that provides for the approval of the agreement for Enterprise Zone benefits for Cottingham & Butler. The resolution authorizes and directs the Mayor to execute the agreement on behalf of the City. The agreement outlines the State benefits that will accrue to the company, including job training credit, investment tax credit, research credit and sales, service and use tax refunds, if job creation and maintenance requirements, minimum wage rates and minimum capital investment in the project are met. Cottingham & Butler has committed to 60 new full-time positions paying an average of $11.01 per hour. Their capital investment in the Town Clock Building will be at least $2,337,326. A copy of the agreement is attached to the resolution. RECOMMENDATION I recommend that the City Council approve the proposed Enterprise Zone (EZ) Program Agreement for Cottingham & Butler by adopting the attached resolution. This agreement will provide State of Iowa financial benefits to a local company making a substantial investment and creating new jobs in our downtown. There is no commitment within the agreement of any further City assistance. ACTION STEP The action step for the Council is to adopt the attached resolution. attachments March 12, 2002 RESOLUTION NO. 158-02 RESOLUTION APPROVING AN ENTERPRISE ZONE AGREEMENT BY AND AMONG THE IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT, THE CITY OF DUBUQUE AND COTTINGHAM & BUTLER INSURANCE SERVICE, INC. Whereas, the City of Dubuque has established two Enterprise Zones and an Enterprise Zone Commission; and Whereas, the Enterprise Zone Commission on November 15, 2001 approved the application of Cottingham & Butler Insurance Service, Inc. for Enterprise Zone benefits; and Whereas, Cottingham & Butler's application was approved by the Iowa Department of Economic Development on January 16, 2002; and Whereas, the Iowa Department of Economic Development has prepared and submitted for City Council approval an agreement relating to Enterprise Zone benefits for Cottingham & Butler, a copy of which is attached hereto and by this reference made a part hereof; and Whereas, the City Council finds that the proposed agreement is acceptable and necessary to the growth and development of the city. NOW TH EREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the Iowa Department of Economic Development Enterprise Zone (EZ) Program Agreement, Number 2002-EZ-01, is hereby approved. Section 2. That the Mayor is hereby authorized and directed to execute the Agreement on behalf of the City of Dubuque and forward the executed copy to the Iowa Department of Economic Development for their approval. Passed, approved and adopted this 18th day of March, 2002. Terrance M. Duggan, Mayor Attest: Jeanne F. Schneider, CMC, City Clerk F:\USERS\Pm~hre\WPDOCS~_Z~C&B\CCNTRACT2.res.doc IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT ENTERPRISE ZONE (EZ) PROGRAM AGREEMENT EZ AGREEMENT NUMBER: APPLICATION APPROVAL DATE: AGREEMENT EFFECTIIZE DATE: ENTERPRISE ZONE NAME: ZONE CERTIFICATION DATE: ZONE EXPIIZ4 TION DA TE: 2002-EZ-01 01/16/2002 01/16/2002 Dubuque City EZ-1 November 20, 1997 November 19, 2007 THIS ENTERPRISE ZONE ("EZ") AGREEMENT is made by and among the IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT, 200 East Grand Avenue, Des Moines, Iowa 50309 ("Department" or "lDED"),the City of Dubuque, Attn: Economic Development, 50 West 13th Street, City Hall, Dubuque, IA 52001-4864 ("Community") and Cottingham & Butler Insurance Services, Incorporated, At-tn: Treasurer, 300 Security Building, Dubuque, IA 52001, ("Business"). WHEREAS; the purpose of the Enterprise Zone Program is to promote new economic development in economically distressed areas; and WHEREAS, the Community has designated and the Department 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 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 the Department has found the Business's application to be consistent with the Act's eligibility requirements; and NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, it is agreed as follows: ARTICLE 1 DEFINITIONS As used in this Agreement, the following terms shall apply: 1.1 "Acff means 2001 Iowa Code sections 15E.191 through 15E.196. 1.2. "Agreement Effective Date" means the date this Agreement becomes effective and the Business is authorized to receive program benefits. 1.3 "Agreement Expiration Date" means the date this Agreement ceases to be in force and effect. This Agreement shall remain in effect while the Business initially satisfies its job creation requirements and then for a ten (10) year job maintenance requirement period as specified under Article 4.1. 1.4 "Application Approval Date" means the date, as identified in the text box above, on which the Director of the IDED approved the Business's Enterprise Zone application. 1.5 "Board" means the IDED Board. Format revised 3/01 EZ Agreement # (2002-EZ-01) Page 2 1.6 "Commission" or "Enterprise Zone Commission" means the enterprise zone commission established by the Community responsible for the designated enterprise zone, 1.7 "Created Jobs'.' means the new Full-time Equivalent (FTE) Jobs the Business will add to the Community. 1.8 "Enterprise Zone" means the site within the Community certified by the Board for the purpose of attracting private investment within economically distressed counties or areas of cities within the state. 1.9 "Full-time Equivalent (FTE) Job" means the employment of one pemon_: a) For 8 hours per day for a 5-day, 40-hour workweek for 52 weeks per year, including paid holidays, vacations and other paid leave, or b). The number of houm 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 1.10 "Project" means the detailed description of the work, services, job creation requirements and other obligations to be performed or accomplished by the Business as described in this Agreement and the Enterprise Zone application approved by IDED. ARTICLE II ENTERPRISE ZONE BENEFITS 2.1 BENEFITS. The following Enterprise Zone benefits authorized by the Act and IDED administrative rules are available to the Business under this Agreement: (a) Supplemental New Jobs Credit From Withholding. As provided in Iowa Code section 15.331, a supplemental new jobs credit from withholding in an amount equal to 1% pement 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% percent authorized under Iowa Code chapter 260E. 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 in the amount of $1.00 per year, for each of 10 years, of the value added to the property for each of 10 years 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 as detailed in Attachment B, City Council of Dubuque Resolution Authorizing Property Tax Exemptions for the Enterprise Zone." (c) Investment Tax Credit. The Business may claim an investment tax credit as provided in Iowa Code section 15.333. A corporate tax credit may be claimed of up to a maximum of 10 percent of the new investment which is directly related to new 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 this Agreement. (d) Research Activities Credit. The Business is eligible to claim a research activities credit as provided in Iowa Code section 15.335. This benefit is a corporate tax credit for increasing research activities in this state during the period the Business is participating in the program. The credit equals six and one-half percent of the State's apportioned share of the qualifying expenditures for increasing research activities and is in addition to the credit authorized in Iowa Code section 422.33(5). Any tax credit in excess of the tax liability may be refunded to the Business with interest or, at its election, credited to its tax liability the following year. (e) Refund Of Sales, Service And Use Taxes Paid To Contractors Or Subconfractors. The Business is eligible for a refund of sales, service and use taxes paid to contractors and subcontractors as authorized in Iowa Format revised 3/01 EZ Agreement # (2002-EZ-01) Page 3 Code section 15.33'1A. 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. 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 six months after project completion, make an application to the Iowa Department of Revenue and Finance (DRF). Iowa Code section '15.327 defines "project completion" as 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 eligible business within the enterprise zone is at least fifty percent of the initial design capacity of the facility. For purposes of this Agreement, since the Project is an expansion at a facility that has all ready been constructed, "project completi0n" shall mean the date of completion of all improvements included in the Project The Business shall inform the DRF in writing within two weeks of project completion. 2.2 Du~'ation 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. ARTICLE Ill REPRESENTATIONS AND WARRANTIES OF BUSINESS To induce the Department and the Community to authorize Enterprise Zone benefits referred to in this Agreement, the Business represents, covenants and warrants that: 3.1 Authority. The Business is a corporation duly organized and validly existing under the laws of its state of incorporation and is in good standing, and has complied with all applicable laws of the State of Iowa. The Business is duly authorized and empowered to execute and deliver this Agreement. All action on the Business's part (e.g. where required, appropriate resolution of its Board of Directors) for the execution and delivery of this Agreement, has been effectively taken. 3.2 Business Information. All financial statements and related materials concerning the Business and the Project provided to the Department and the Community are true and correct in all matedal respects and completely and accurately represent the subject matter thereof as of the effective date of the statements and related materials, and no material adverse change has occurred since that date. 3.3 Application. The contents of the application the Business submitted to the Department for Enterprise Zone program benefits (Attachment A) is a complete and accurate representation of the Business and the Project as of the date of submission and there has been no material adverse change in the organization, operation, business prospects, fixed properties or key personnel of the Business since the date the Business submitted its application to the Department. 3.4 Claims And Proceedinqs. There are no actions, lawsuits or proceedings pending or, to the knowledge of the Business, threatened against the Business affecting in any manner whatsoever its rights to execute this Agreement or to otherwise comply with the obligations of the Business contained under this Agreement. There are no actions, lawsuits or proceedings at law or in equity, or before any governmental or administrative authority pending or, to the knowledge of the Business, threatened against or affecting the Business' ability to proceed with the Project. 3.5 Permits. All necessary permits have been issued or will be applied for in a timely manner with reasonable expectation that they will be issued. EZ Agreement # (2002-EZ-01) Page 4 ARTICLE IV CONDITIONS TO RECEIPT OF ENTERPRISE ZONE BENEFITS The Enterprise Zone Benefits authorized under Article II of this 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 60 full-time positions at the Project site within three (3) years of the Effective Date of this Agreement. The Business shall maintain the Created Jobs for a period of ten (10) years from the date the Business first meets its job creation obligation. The Business shall develop and maintain a list of ali the Created Jobs. 4.2 Average Wage. The Business shall pay an average wage of $11.01 per hour for the Created Jobs. These wage levels shall be met as each job is created at the Business location. 4.3 Investment. The Business shall make a capital investment of at least $2,337,326. 4.4 Medical And Dental Insurance. For all full-time employees working at the facility in which the new investment occurs, the Business shall pay 80 percent of both of the following: a) The cost of a standard medical insurance plan and b) the cost of a standard dental insurance plan or an equivalent plan; or the Business shall provide the eunployees with a monetarily equivalent plan to the plans provided in "a" and "b." 4.5 Business Retention. The Business shall have and maintain in the Community the Business premises, capital investment, machinery and equipment investment and operations at least through the Agreement Expiration Date. 4.6 Records And Accounts. The Business shall maintain job data information, books, records, documents and other evidence concerning the Project, in sufficient detail to permit the Department and the Community to assess compliance with the terms of this Agreement. The Business shall retain the aforementioned records for a period of three (3) years from the Agreement Expiration Date. 4.7 Access To Records/Inspections. The Business shall, upon prior reasonable notice and at any time (during normal business hours), permit the Community and its representatives and the Department, its representatives or the State Auditor to examine, audit and/or copy (i) any plans and work details pertaining to the roject, (,) all of the Bus~ness books, records and accounts relating to the Project, and (m) all other documentation or materials related to this Agreement; the Business shall provide proper facilities for making such examination and/or inspection. Records of the Business furnished to the Department in connection with this Project are subject to the provisions of Iowa Code chapter 22 and administrative rules adopted by the Department concerning public records and requests for confidential treatment of records. 4.8 Notice Of Proceedings. The Business shall promptly notify the Community and IDED of the initiation of any claims, lawsuits, bankruptcy proceedings or Other proceedings brought against the Business which would adversely impact the Project. 4.9 Reports; Community Monitodn~l/Reporting. a) The Business shall prepare, sign and submit the following reports: Report Due Date Annual Certification January30 The Business shall, for the length of its designation as an Enterprise Zone business, certify annually to the Community and the Department its compliance with the requirements of the Act. Documentation of compliance with the conditions detailed in Article IV shall be included with the annual certification. Format revised 3/01 EZ Agreement # (2002-EZ-01) Page 5 b) The IDED will provide standard yeady report forms for the Business and the Community showing the contractual obligation for investment, full time positions, average wages paid, and other compliance requirements of the Act and any additional Community requirements as adopted by the Commission (e.g., requirements related to compensation and benefits, and preference in hiring be given to individuals who live within the enterprise zone). c) The Community shall annually monitor the Business for the term of this Agreement for compliance with the Act, including any additional Commission requirements on forms provided by IDED. The Community shall forward their findings to IDED and DRF by February 15th of the year following the reporting period. 4.10 Notice Of Business Changes. The Business shall provide prompt advance notice to the Community and the Department of any proposed change in the Business ownership, structure or control which would materially and directly affect the Project. ARTICLE V DEFAULT AND REPAYMENT 5.1 Events Of Default. Enterprise Zone benefits described in Article II are only available to the Business to the extent the Business satisfies the conditions described in Article IV. Any of the following shall constitute an Event of Default under this Agreement: (a) Material Misrepresentation. If at any time any representation, warranty or statement made or furnished to the Department or the Community by, or on behalf of, the Business in connection with this Agreement or to induce the Department or Community to authorize program benefits for the Business shall be determined by the Department to be incorrect, false, misleading or erroneous in any material respect when made or furnished and shall not have been remedied to the Department's satisfaction within thirty (30) days after written notice by the Department or Community is given to the Business. (b) Breach Of Agreement. If there is a failure of the Business to comply with any of the covenants, terms or conditions contained in this Agreement. (c) Relocation Or Abandonment. If there is a relocation or abandonment of the Business or jobs created under the Project and the Business fails to renew operation of the Business within the Entarpdse Zone within 30 days. If the relocation or abandonment is due to a natural disaster (e.g. flood, tornado), the Business shall have 120 days to renew operations within the Enterprise Zone. (d) Insolvency OrBankruptc¥. If the Business becomes insolvent or bankrupt, or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, or the Business applies for or consents to the appointment of a trustee or receiver for the Business or for the major part of its property; or if a trustee or receiver is appointed for the Business or for all or a substantial part of the assets of the Business and the order of such appointment is not discharged, vacated or stayed within sixty (60) days after such appointment; or if bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings or other proceedings for relief under any bankruptcy or similar law or laws for the relief of debtors, are instituted by or against the Business and, if instituted against the Business, is consented to, or, if contested by the Business is not dismissed by the adverse parties or by an order, decree or judgment within sixty (60) days after such institution. 5.2 Notice Of Default. (a) From Department. If, through the annual certification report or other means, the Department has reason to believe the Business is in default of the terms of this Agreement, the Department 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 ef 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 DRF. EZ Agreement # (2002-EZ-01) Page 6 (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 wilt also be provided to the Department and DRF. 5.3 Repayment. If the Business has received incentives or assistance under the Act and fails to meet and maintain any one of the requirements of the Act, 261--59.5(15) or Article IV of this Agreement, the Business is subject to repayment of all or a portion of the incentives and assistance that it has received. (a) ~a~cu~ati~n ~f repa~ment due~ ~f a business fai~s in any year t~ meet any ~ne ~f the requirements ~f the Act or 261--59.5(15E) to be an eligible business, it is subject to repayment of all or a portion of the amount of incentives received. (b) Failure to meet/maintain requirements. If a business fails in any year to meet or maintain any one of the requirements of the Act, except its job creation requirement which shall be calculated as outlined below, the business shall repay the value of the incentives received for each year during which it was not in compliance. (c) Job creation shorlfall. If the Business does not meet its job creation 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) More than 50 percent, less than 75 percent. 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. (iii) More than 75 percent, less than 90 percent. 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. (d) DRF; county/city 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 Iowa DRF and the Community shall collect the amount owed. The Community has the authority, pursuant to the Act, to take action to recover the value of taxes not collected as a result of the exemption provided by the Community to the Business. DRF has the authority, pursuant to the Act, to recover the value of state taxes or incentives provided under the Act. The value of state incentives provided under the Act includes applicable interest and penaities. ARTICLE VI GENERAL TERMS AND PROVISIONS 6.1 Compliance With Laws And Regulations. The Business shall comply with all applicable State and federal laws, rules (including the administrative rules adopted by the Department for the Enterprise Zone Program - 261 Iowa Administrative Code, chapter 59), ordinances, regulations and orders. 6.2 Termination. This Agreement may be terminated by the Department or the Community: (a) in the event of an unremedied material Event of Default by the Business under Article V of this Agreement; (b) mutual agreement of all parties. 6.3 Survival Of Agreement. If any portion of this Agreement is held to be invalid or unenforceable, the remainder shall be valid and enfomeable. 6.4 Governinq Law. This Agreement shall be interpreted in accordance with the law of the State of iowa, and any action relating to this Agreement shall only be commenced in the iowa District Court for Polk County or the United States District Court for the Southern District of Iowa. Format r~vised 3/01 EZ Agreement # (2002-EZ-01) Page 7 6.5 Modification. This Agreement may only be modified by a written document signed by all Parties. 6.6 Notices. Whenever this Agreement requires or permits any notice or written request by one party to another, it shall be in writing, enclosed in an envelope, addressed to the party to be notified at the address heretofore stated (or at such other address as may have been designated by written notice), properly stamped, sealed and deposited in the United States Mail. Any such notice given hereunder shall be deemed delivered upon the earlier of actual receipt or three (3) business days after posting. The Department may rely on the addresses of the Business and Community set forth heretofore, as modified from time to time, as being the addresses of the Community and Business. 6.7 Waivers. No waiver by a party of any Event of Default hereunder shall operate as a waiver of any other Event of Default or of the same Event of Default on any future occasion. No delay on the part of a party in exercising any right or remedy hereunder shall operate as a waiver thereof. No single or partial exercise of any right or remedy by a party shall preclude future exercise thereof or the exercise of any other right or remedy. 6.8 Headings. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction and interpretation of this Agreement. 6.9 Integration. This Agreement contains the entire understanding between the Community, Business and the Department and any representations that may have been made before or after the signing of this Agreement, 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 Agreement. 6.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 6.'[1 reference: Documents Incorporated By Reference. The following documents are hereby incorporated by a. Attachment A, "Business's Enterprise Zone Application." b. Attachment B, "City of Dubuque City Council Resolution Authorizing Property Tax Exemptions for the Enterprise Zone." c. Attachment C, "Enterprise Zone Commission Resolution Approving the Business's Enterprise Zone Application." 6.12 Order Of Priority. In the event of a conflict between documents of this Agreement, the following order of priority shall govern: a. Articles 1 through 6 herein. b. Attachment A, "Business's Enterprise Zone Application." c. Attachment B, "City Council Resolution Authorizing Property Tax Exemptions for the Enterprise Zone." d. Attachment C, "Enterprise Zone Commission Resolution Approving the Business's Enterprise Zone Application." EZ Agreement # (2002-EZ-01) Page 8 IN WITNESS WHEREOF, the par[les hereto have caused this Agreement to be executed as of the Effective Date first stated: FOR THE COMMUNITY: FOR IDED: [Signature] Type or Print Name, Title [Signature] Type or Print Name, Title FOR THE BUSINESS: [Signature~~ [Type or Print Name, '~tle] Format rev/sod 3/01