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HomeMy WebLinkAboutHQAA JSA, LLC-Funding Agreement-12.17.2007 MASTER CONTRACT BY AND BETWEEN IIQAA JSA, LLC AND THE IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT CONTRACT NUMBER: P0708M01 58 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 5.1 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 WAR 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 7.5 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 Litigation and Other Controversies Article 7.11 Good Title Article 7.12 Taxes Article 7.13 Other Contracts Article 7.14 No Default Article 7.15 Compliance with Laws Article 7.16 Effective Date of Representations and Warranties Contract#P0708M01458 -2- Master updated 8/07 ARTICLE 8. COVENANTS Article 8.1 Maintain Existence in Iowa Article 8.2 Job Obligations;Benefits Requirements Article 8.3 Performance Obligations Article 8.4 Maintenance of Properties Article 8.5 Taxes and Assessments Article 8.6 Insurance Article 8.7 Required Reports Article 8.8 Inspection and Audit Article 8.9 Compliance with Laws Article 8.10 Use of Award Proceeds Article 8.11 Changes in Business Ownership, Structure or Control Article 8.12 Notice of Meetings Article 8.13 Notice of Proceedings Article 8.14 Accounting Records Article 8.15 Restrictions Article 8.16 No Changes in Business Operations Article 8.17 Indemnification ARTICLE 9. EVENTS OF DEFAULT AND REMEDIES Article 9.1 Events of Default Article 9.2 Default Remedies Article 9.3 Default Interest Rate Article 9.4 Expenses Article 9.5 Notice of Default and Opportunity to Cure ARTICLE 10. MISCELLANEOUS Article 10.1 Timely Performance Article 10.2 State of Iowa Recognition Article 10.3 Choice of Law and Forum Article 10.4 Governing Law Article 10.5 Master Contract/Funding Agreement Amendments Article 10.6 Notices Article 10.7 Headings Article 10.8 Final Authority Article 10.9 Waivers Article 10.10 Counterparts Article 10.11 Survival of Representations Article 10.12 Severability of Provisions Article 10.13 Successors and Assigns Article 10.14 Termination Article 10.15 Integration Contract#P0708M01458 _3- Master updated 8/07 MASTER CONTRACT BUSINESS: HQAA JSA,LLC MASTER CONTRACT NUMBER: P0708M01458 AWARD DATE: August 16,2007 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 HQAA JSA,LLC an Iowa Limited Liability Company("Business"), 217 West 4th Street,Waterloo,IA 50701. 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 Depai tment 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 WED agree to the following terms: ARTICLE 11 LE 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 WED for financial assistance programs administered by the WED and tax credit programs that WED 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#P0708M01458 -4- Master updated 8/07 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 Hate"means the date first stated in this Master Contract and is the date the IDED d/ai1W of the IDED Board approved the awarding of financial assistance to the Business for the Project. `Benefits Requirements"means the benefits requirements established by the Department pursuant to statute or rule for each program that is providing fmancial assistance or tax credit benefits for this Project. "Business's 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 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 Business's Employment Base. "Community"means City of Waterloo. "Eligible Benefits"means all of the following: medical and dental insurance plans,pension and profit—sharing plans, child care services,life insurance coverage,vision insurance plan, and disability coverage. "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 for a 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/retained jobs through the Job Maintenance Period. Contract#P0708M01458 -5- Master updated 8/07 "Job Obligations"means the Business's Employment Base number and the new jobs to be created that pay the required 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. "Project"means the description of the work and activities to be completed by the Business as outlined in Exhibit C,Description of the Project and Award Budget, Exhibit D, Job Obligations,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 meet or exceed the Qualifying Wage Threshold Requirement established for the programs providing assistance to this Project qualify for program funding. "Qualifying Wage Threshold Requirement"means the wage threshold requirement(e.g. 90%, 100%, 130% , 160%of the average county or regional wage rate) established by the Department pursuant to statute or rule for each program that is providing financial assistance or tax credit benefits for this Project. The Qualifying Wage Threshold Requirement for each funding source providing assistance to this Project is outlined in Exhibit D,Job Obligations. "Retained Job"means an existing job that meets the Qualifying Wage Threshold Requirements and would be eliminated or moved to another state if the Project did not proceed in Iowa. 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#08-CEBA-012 and #08-EZ-007 Exhibit B- Funding Agreements: Bl-CEBA Funding Agreement B4-EZ Funding Agreement Exhibit C- Description of the Project and Award Budget Exhibit D- Job Obligations 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 Depaitnient 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 Contract#PQ7QRMQ1d5R -6- Master updated 8/07 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 Obligations. The IDED and/or the IDED Board have approved an Award to the Business and the Business' Job Obligations are outlined in Exhibit D, Job Obligations. 4.3 Repayment Obligation. 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 S 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 of Incorporation. Copies of the articles of incorporation of the Business,certified in each instance by its secretary or assistant secretary. (e) Certificate of 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 Depai talent of Natural Resources or Iowa Waste Reduction Center to conduct the audit. Contract#P0708M01458 -7- Master updated 8/07 (j) Release Form—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 documentation acceptable to IDED from the funding sources identified in Exhibit C committing to the specified financial involvement in the Project and received the IDED's approval of the documentation. The documentation 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 may be 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. Contract#P0708M01458 -8- Master updated 8/07 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. 6.1 Security. This Award shall be secured by: A corporate guarantee provided by the VGM Group, Inc. (the"Secured Property") 6.2 Value of Collateral.The value, as reasonably determined by IDE>v,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 limited liability company 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 Obligations. 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, Contract#P0708M01458 -9- Master updated 8/07 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 no Subsidiaries on the Contract Effective Date. 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 rsuch financial statements or,with respect to future periods,on the financial statements famished 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 fmancial condition,Properties,business or operations of the Business, nor is the Business aware of any existing basis for any such litigation or Contract#P0708M01458 - 10- Master updated 8/07 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 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 fmancial 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 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,peilnits, 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 Obligations;Benefits Requirements. Contract#P0708M01458 - 11 - Master updated 8/07 (a) Jobs and Wages. By the Project Completion Date, the Business shall create/retain the number of FTE Created Jobs and Retained Jobs above the Business's 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 does not fall below the minimum benefit threshold requirement (e.g., 80%of medical and dental insurance)for the funding source that is assisting the Project and provided the benefit package includes eligible benefits. 8.3 Performance Obligations.By the Project Completion Date,Business shall complete the Project,make the total investment pledged for the Project and in accordance with the Award Budget as detailed in Exhibit C 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 MED throughout the Contract period: Contract#P0708M01458 - 12- Master updated 8/07 Report Due Date Annual Project Status Report The Annual Project Status Report will collect July 31st for the period ending June 30th information from the Business about the status of the project.This report will collect data such as current employment levels,number of jobs that meet or exceed the Qualifying Wage Threshold Requirements(with and without benefits),project expenditures,including amount spent on research and development, any changes to the Business's benefits, ownership, structure, or control of the Business and any other infoiniation required by IDED. End of Project Report The End of Project Report will collect Within 30 days of Project Completion Date information from the Business about the completed project such as final employment levels,number of jobs that meet or exceed the Qualifying Wage Threshold Requirements (with and without benefits),project expenditures and changes to the Business's benefits,ownership, structure, or control of the Business and any other information required by IDED. End of Job Maintenance Period Report The End of Job Maintenance Period Report will Within 30 days of the end of the Job collect information from the Business's Maintenance Period continued maintenance of employment levels and Qualifying Wage Threshold Requirements (with and without benefits)that were verified at the Project Completion Date, and changes to the Business's benefits, ownership, structure, or control of the Business and any other information required by IDED. (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 Depai tment 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 Contract#P0708M01458 - 13- Master updated 8/07 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 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. (d)The Business shall comply with IDED's administrative rules for each program funding source, as identified in the Funding Agreements. 8.10 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. 8.11 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. 8.12 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. 8.13 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. 8.14 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 Contract#P0708M01458 - 14- Master updated 8/07 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. 8.15 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 petm it 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. 8.16 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 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. 8.17 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 Contract#P0708M01458 - 15- Master updated 8/07 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 A oreements; IDEA may elect to declare the Rosiness 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 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$100,000.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$100,000 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 Officials. 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, Contract#P0708M01458 - 16- Master updated R/Q7 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 layoff within the state or closes any of its facilities within the state 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 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 an 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 Recognition. If the Project involves construction and there is signage Contract#P0708M01458 - 17- Master updated 8/07 recognizing the financial contributions made to the Project the Business agrees to include the Iowa Depai talent of Economic Development on the list of entities providing assistance. .For example,a sign or plaque indicating 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: (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 WED. (b)IDED review. WED will consider whether an amendment request is so substantial as to necessitate reevaluating the IDED's or WED 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,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: HQAA JSA,LLC Ms.Mary Nicholas,Executive Director 217 West 4th Street Waterloo,IA 50701 E-mail: mary.nicholas@hqaa.org Telephone: 319-274-4401 Facsimile: 877-226-5564 Contract ttPO7O8MO1458 -18- Master updated 8/0' To the IDED at: Iowa Department of Economic Development Legal and Compliance 200 East Grand Avenue Des Moines,Iowa 50309 Attention: Paul Stueckradt, Senior Project Manager E-mail: paul.stueckradt@iowalifechanging.com Telephone: 515/242-4897 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 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 \VIaivers.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 Funding� Agreementsshall operate as a waive r any right or remedy hereunder or under the�ur�..rng��gre„a�.,,..�„ r.,..�t., 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 Contract#P0708M01458 - 19- Master updated 8/07 • 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 Funding Agreements to which the Community is a signatory,upon mutual written agreement of the Business, IDED and the Community. 10.15 Integration.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. 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 IO A D ARTMENT OF E ONOMIC DEVELOPMENT: BY: ichael L. r mo ti , Dir t J Z_(« D7 Date FOR THE INESS:. • BY: ature rt Typed am and Title /i / G7 Date Contract#Pn708MQ1 d5R _20_ Master updated BAN LIST OF EXHIBITS Exhibit A- Business's Financial Assistance Application(on file with IDED), Application#08-CEBA-0 12 and#08-EZ-007 Exhibit B - Funding Agreements B 1-CEBA Funding Agreement B4-EZ Funding Agreement Exhibit C- Description of the Project and Award Budget Exhibit D- Job Obligations Contract#P0708M01458 -21 - Master updated 8/07 • EXHIBIT B -1 CEBA FUNDING AGREEMENT BUSINESS: HQAA JSA, LLC COMMUNITY: City of Waterloo MASTER CONTRACT NUMBER: P0708M01458 FUNDING AGREEMENT NUMBER: 08-CEBA-012 AWARD TYPE: Loan/Forgivable loan AMOUNT: $200,000 THIS CEBA FUNDING AGREEMENT is made by and among the IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT, 200 East Grand Avenue, Des Moines, Iowa 50309 ('IIDED11), the identified � ("Business"), and 1 identified above, ("Community"), "\ business above ( ouSineSS �, the community � �ommuni�y �, 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 acceptt the terms anti renditions set 1 1 1 \ I V I\L, the vlAJ11 1l.rJJ 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 Revise.'8107 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 $100,000 3.2 60 months in duration 3.3 0% interest rate 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. 3.5 VGM loan to be subordinated to IDED 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 $100,000 4.2 36 months in duration 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. 4.5 No other conditions. Master Contract#P0707M01458 Funding Agreement#08-CFBA-012 -2- Revised 8/07 • 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. 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) nffce to disci employment ser/ices 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 Community shall provide IDED with a signed resolution authorizing property tax exemptions for the Enterprise Zone before funds will be released. 8.0 Affirmative Covenants of Community. The Community covenants with IDED that: 8.1 Project Work and Services. The Community shall perform work and services detailed in the Business's CEBA application by the Project Completion Date. 8.2 Filing. 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. Master Contract#P0707M01458 Funding #n8_CEB -012 Agreementmvv- -3- Revised 8/0/ 8.7 Local Commitment. The Community shall provide the local financial assistance for the Project as described in Master Contract Exhibit C, Project Description and Award Budget 8.8 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. 8.9 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 due to the Business's failure to perform 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. 10.2 Failure to Provide Local Funding. In the event the Community fails to provide the required local assistance pledged, the Community is liable to IDED for the full amount of the local financial assistance pledged for the Project as described in Master Contract Exhibit C, Project Description and Award Budget. 11.0 Default; Remedies upon Default. 11.1 The terms of Article 9.0 (Events of Default and Remedies) of the Master Contract govern this CEBA Funding Agreement. The following are additional Events of Default for this CEBA Funding Agreement: a. The Community's failure to provide the annual local financial assistance pledged for the Project as described in Master Contract Exhibit C, Project Description b. No other specific default events. Master Contract#P0707M01458 Funding Agreement#08-CFRA-012 -4- Revised8/07 11.2 The following are Default Remedies available to IDED in addition to those specified in Article 9.2 of 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. TheThe shortfall principal portion may be amortized over the remain ng term of the L an is o�ivi uan !✓i w�Na� portion� may iu y amortized�..� v �...� i��y �.,..., 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. (e) Community Default. If the Community fails to provide the pledged financial assistance for this Project, IDED will issue a written Notice of Default to the Community setting forth the nature of the alleged Event of 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 Community shall have an opportunity to cure, provided that cure is possible and feasible. If an Event of Default is not cured within the time allowed, IDED's remedies include but are not limited to legal action against the Community for payment of the amount of local financial assistance pledged but not provided by the Community plus 6°7% default interest calculated from the first date Award funds were disbursed by IDED. Master Contract#P0707M01458 Funding Agreement#O8-CEBA-0 i 2 -5- Revised 8/07 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. IN WITNESS WHEREOF, the parties have executed this CEBA Funding Agreement: FOR THE BUSINESS: BY: / ' nature �0/141, ��/firs Typed Name and Title fi//4l 07 Date FOR THE IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT: BY: iviicnaei L. Tramontina, uirec u 2. Z, 107 Date FOR THE COMMUNITY: BY: 4 Signature 1-1 kyy "1161, r Typed Name and Title / /7-0 '7 Date Master Contract#P0707M01458 Funding Agreement#08-CEBA-012 -6 - Revised 8/07 • • EXAMPLE: CEBA Funding Business Job Agreement Exhibit B Shortfall Calculation CEBA City of Waterloo/HQAA JSA, LLC FUNDING AGREEMENT#08-CEBA-012 $200,000 L/FL/Award Date: August 16, 2007 ($100,000 0%Loan, $100,000 Forgivable Loan) A. FORGIVABLE LOAN-JOB SHORTFALL CALCULATION 50 jobs pledged,42 jobs attained; 84%of pledged jobs attained, 16 %shortfall $75,000 (forgivable loan amount)x 16%=$12,000 Forgivable Loan Job Shortfall Balance due=$12,000 B. FORGIVABLE LOAN—INTEREST PENALTY CALCULATION CEBA funds disbursed on 11-1-00. Project Completion Date was 6-30-03. Interest penalty=job shortfall balance x 6%x number of years from disbursement of funds to Project Completion Date ($12,000 x 6%x 2.67 years)=$1,922.40 Forgivable Loan Net Interest Penalty due=$1,922.40 C. LOAN BALANCE—INTEREST PENALTY CALCULATIONS Loan balance as of 7-21-05 =$15,797.58 84%of remaining loan balance stays at 0%interest=($15,797.58 x .84)=$13,269.97 16%of remaining loan balance changes to 6%interest=($15,797.58 x .16)=$2,527.61 Interest penalty= 16%of remaining loan balance x 6%x 2.67 years ($2,527.61 x 6%x 2.67 years)=$404.92 Loan Net Interest Penalty due=$404.92 D. REPAYMENT TERMS & SCHEDULE 1. Total Net Interest Penalty due is $2,327.32 ($1,922.40+$404.92). 2. Total Forgivable Loan amount due is $12,000. 3. Remaining Loan Balance as of 7-21-05 will be$15,797.58 and will be re-amortized to convert 16% of that balance to 6%interest over remaining term of loan. Master FA Exhibit B updated 12-30-05 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 THOUSAND DOLLARS ($100,000)with interest thereon at ZERO PERCENT (0%) to be paid as follows: 60 monthly payments of$1,666.67 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 of Waterloo 715 Mulberry Street Waterloo, IA 50703 BY: fie,/-4.4Air Mayor Ti thy Hurley ATTEST li aJ (Signature) Date 0 ° '11 CEBA Funding Agreement Exhibit Al- 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 THOUSAND DOLLARS ($100,000) 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 Master Contract#P0708M01458 ("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 Waterloo 715 Mulberry Street Waterloo, IA 50703 Arle44 BY: Mayor Timothy urley ATTEST: (Signature) Date 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 THOUSAND DOLLARS ($100,000) 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 Master Contract#P0708M01458 ("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. HQAA L C By: oilh1/2 e,tea XI Print or Type Name, Title Address: 217 West 4th Street Waterloo, IA 50701 Date it t//v'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 THOUSAND DOLLARS ($100,000) with interest thereon at ZERO PERCENT (0%) to be paid as follows: 60 monthly payments of$1,666.67 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. HQAA S , LLC By: /mac ;lJ, a Print or Type Name, Title Address: 217 West 4ch Street Waterloo, IA 50701 Date f 14 u EXHIBIT B- 4 EZ FUNDING AGREEMENT BUSINESS: HQAA JSA, LLC COMMUNITY: City of Waterloo MASTER CONTRACT NUMBER: P0708M01458 FUNDING AGREEMENT NUMBER: 08-EZ-007 ENTERPRISE ZONE NAME: City of Waterloo Enterprise Zone #4 ZONE CERTIFICATION DATE: February 18, 1999 ZONE EXPIRATION DATE: February 18, 2009 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 prararlant 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 (2007) sections 15E.191 through 15E.196. Master Contract#P0708M01458 Funding Agreement no L7 007 0 Revised 8/ 7 i ui iun�y nyicciiieiiI#vu-L.�-uvi - - , 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", for purposes of reporting to the Iowa Department of Revenue that the Project has been completed, 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. 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% 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 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." (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 Master Contract#P0708M01458 Funding Agreement#08-EZ-007 -3- Revised 8/07 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 a five-year period which the department will, in consultation with the eligible business, define. The five-year amortization period is specified below: Amortization Schedule July 1, 2007—June 30, 2008 $34,920 July 1. 2008 —June 30, 2009 $34,920 July 1, 2009—June 30, 2010 $34,920 July 1, 2010—June 30, 2011 $34,920 July 1, 2011 —June 30, 2012 $34,920 (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. (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 Master Contract#P0708M01458 FI Inning [lnrc nIrmt#08-P7_007 -4- Revised 8/0 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: Additional Research Activities Credit Refund of Taxes Attributable to Racks, Shelving, and Conveyor 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 Obligations. The Business's Job Obligations are as detailed in Master Contract Exhibit D, "Job Obligations."The Business shall create the required number of jobs that pay the Qualifying Wage within 3 years (the "Job Creation Period") of the Award Date. The Business shall maintain the Created Jobs in addition to the Business's Base Employment for a period of at least ten (10) years (the "Job Maintenance Period") beyond the Job Creation Period for a total contract duration of 13 years. 4.2 investment. 'Within three (3) years of the Award Date (as defined in the Master Agreement), the Business shall make a capital investment of$1,746,000 within the Enterprise Zone, as defined in 3.1(c). 4.3 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; (b) The Business provides the employee with a monetarily equivalent plan to the plan provided in "a." 4.4 Business Retention. The Business shall have and maintain Project operations contemplated by this Agreement within the Community at least through the Agreement Expiration Date. Master Contract#P0708M01458 Funding Agreement#08-EZ-007 -5- Revised 8/07 4.5 Local Commitment. The Community shall provide the local financial assistance for the Project as described in Exhibit C, Project Description. 4.6 Other Conditions. The Community shall provide IDED with a signed resolution authorizing property tax exemptions for the Enterprise Zone. 5.0 Events of Default by the Business; Notice of Default; Repayment Provisions. 5.1 Events of Default. The terms of Article 9.0 ( Events of Default) of the Master Contract govern this EZ Funding Agreement, except as noted in Article 5.2 and 5.3 below. 5.2 Notice of Default. The following Notice of Default provisions supersede the Notice of Default and repayment provisions specified Article 9.2(Notice of Default and Opportunity to Cure) in the Master Contract: (a) From Department. If, through the Annual Project 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. The following provisions supersede the provisions of Article 9.2 (Default Remedies) of the Master Contract. 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 (as stated in Iowa Code section 15E.193 to be an eligible business), or fails to comply with the EZ Program Administrative Rules (261 IAC chapter 59) or fails to meet 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 Obligations at Project Completion Date and Job Maintenance Period. If the Business does not meet its Job Obligations by the Project Completion Date or fails to maintain its Job Obligations through the Job Maintenance Period, both as defined in Master Contract Exhibit D, the Business shall repay a percentage of tax incentives and assistance it has received. 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#P0708M01458 Funding Agreement#08-EZ-007 -6- Revised 8/07 (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 described in 4.2, 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. (e) Layoffs or closures. If the Business experiences a layoff within the state or closes any of its facilities within the state prior to receiving the tax incentives and assistance, the Department may reduce or eliminate all or a portion of the tax incentives and assistance. If an approved Business experiences a layoff within the state or closes any of its facilities within the state after receiving tax incentives and assistance, the Business may be subject to repayment of all or a portion of the tax incentives and assistance that it has received. 6.0 Event of Default by Community. 6.1 Event of Default. The Community's failure to provide the local financial assistance pledged for the Project as described in Master Contract Exhibit C, Project Description and Award Buudget Master Contract#P0708M01458 Funding Agreement#08-EZ-007 -7- RPvi.CPd R/rn 6.2 Notice of Default and Opportunity to Cure. If the IDED has reason to believe the Community is in default of the terms of this Agreement, the IDED will issue a written notice of default to the Community 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 Community 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 Business and Department of Revenue. 6.3. Repayment by Community. If an Event of Default is not cured within the time allowed, IDED's remedies include but are not limited to legal action against the Community for payment of the amount of local financial assistance pledged but not provided by the Community plus 6% default interest calculated from the Award Date. 7.0 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." This section left blank iitentivraul6y.----Signature page follows Master Contract#P0708M01458 Funding Agreement#08-EZ-007 -8- Revised 8/07 IN WITNESS WHEREOF, the parties have executed this EZ Funding Agreement: FOR THE BUSIN BY: S. atur TO (4041.dit Typed Name and Title (t 140-7 Date FOR THE IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT: BY: Mic ael L. Tramontina, Direct° IZz.t. Date FOR THE COMMUNITY: BY: Signature [;n-) Hr c,fii Y , M a io r Typed Name and Title Date Master Contract#P0708M01458 Funding Agreement#08-EZ-007 -9- Revised 8/07 EZ Funding Agreement Exhibit A Enterprise Zone Commission Resolution Approving the Business's Enterprise Zone Application RESOLUTION APPROVING ENTERPRISE ZONE APPLICATION Resolution of City of Waterloo Enterprise Zone Commission (hereafter referred to as the "Commission") approving Healthcare Quality Association of Accreditation (HQAA) application to the Iowa Department of Economic Development for the purposes of receiving business benefits under the Enterprise Zone Program as authorized by Iowa Code Supplement 15E. 191-15E. 196, as Act"jamended by 1998 Iowa Acts, House Files 2164 (hereafter referred to as the "EZ Pro am" or the WHEREAS, Healthcare Quality Association of Accreditation proposes to redevelop a commercial building at 112-116 East 4th Street for the startup of a new business in the City of Waterloo Enterprise Zone #4 (hereafter referred to as the "EZ") to receive benefits authorized under the EZ Housing Program; and, WHEREAS, Healthcare Quality Association of Accreditation has submitted an application a..o..n demonstrating that it meets the requirements of the EZ Program; and, WHEREAS, Healthcare Quality Association of Accreditation has provided the Commission with information meeting the requirements of: capital investment, job creation, and location within Enterprise Zone. NOW THEREFORE BE IT RESOLVED BY THE COMMISSION, that The Commission certifies that the attached application from Healthcare Quality Association of Accreditation satisfies the EZ Business requirements and the Commission hereby approves the application. 2. The Chairperson of the Commission is hereby directed to execute said application and forward the application to the Iowa Department of Economic Development requesting approval by the State of Iowa. PASSED AND APPROVED THIS 29th DAY OF MAY 2007. Jo of Vich, Chairperson I certify the above signature to be that of Josef Vich, Chairperson of the City of Waterloo Enterprise Zone Commission. Date 477-2 a9, ,-.0007 Notary Public U laCOMMISSION O. 1R 659 ys " `mom* S COMMISSION EXPIRES ,ow, vZ EZ Funding Agreement Exhibit B Community Resolution Authorizing Property Tax Exemptions for the Enterprise Zone 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 5-year period. The Depar tuient 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 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 1,2006-June 30,2007 $100,000 Fiscal Year 2008-July 1,2007-June 30,2008 $100,000 Fiscal Year 2009-July 1,2008-June 30,2009 $100,000 Fiscal Year 2010-July 1,2009-June 30,2010 $100,000 Fiscal Year 2011 -July 1,2010-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 Busine HQAA JSA, LLC . . i Contract Numb(P0708M01458 PROJECT DESCRIPTION HQAA JSA, LLC has identified a location in downtown Waterloo that will accommodate the needs of Ithe business but the facility will require significant improvements. JSA Development, LLC owns the ; Iproposed location and is willing to finance the build out on the basis of a signed lease with HQAA :and the provision of an adequate incentive package. The proposed project includes building :remodeling, computer equipment,furniture/fixtures,working capital,and job training. .. i . .. •, -....--..-....- --..'..,..,....,,,,,e ....3...........,,,,, ,-.,-.Y.,,,ry.-..-. .- ..,-•., .,i.. .J.- a•*,..1 . .• -....1.:{1,..- •_a _.1..n_ .•,... _,,A .A.N A An_ .A_.,.Ay,e As.,1 ,.. AWARD BUDGET I - SOURCE OF FUNDS , USE OF FUNDS . .. : Amount : : . Cost : , IDED Programs 7;%.4.1.,YI.rm:g- -- ,.-,.. *Land Acquisition 'Aft4,43-i-, 1:0.0 - ViiM.-4 CEBA ,,,,, -1,1-ii f10943Forgivable Loan i*Site Preparation iMFw - r••-- ,.:.-. . CEBA .cv•f-- 6,,,,,-- q ",'k'' .e.,,Loan *Building Acquisition 1.glOir ..., .5,,, ,.-,, %, 40-51'-•.?.•i-4-:s'..40 EZ program benefits Zit-,1-..:ik'See below *Building: Construction *!o, .- •.„kii *Building Remodeling — ' 6 22- Community College .',-4,9A#,OPV44Job Training *Mfg Machinery and Equipment E •g-A,..1.0-Atle.,;;W. .7r,.._ ., 4, ,1,.4M 7 Local Government i-Rapi. .:444Tax Abatement :Other Machinery and Equipment*wwki. - A.4.:',:' --:,1-.A-.,km Business V 2448,g Loan !Racking,Shelving,etc. 414,7,-r .-.- .. :.•',?-gliii , -".0.--•-_:-,i,,,,i i*Computer Hardware TiAZ 4E9A0 !Computer Software 0t-1 AiNIZte':-7, .„ ,45Mik* M..er:'-' MOITATO :Furniture and Fixtures n 5 1 :Working Capital -. :,..751M0 ...w4-1,40,fti---, iR.anrc an h rl nPvelnpmPnt if. 5'.• ilgraii IJob Training EA4-,_ 40346030 St-,L-fli-:01:VW Other Expenses .',';'*';,,gi'gfe44,7v;r0,,n,,: A,AagtociAtotoysta go-. ' joxyotissozA. ..„-feuxitielmatot*0104:12' ,lerSRAPi*StAMAI included as capital investment if awarded tax credit program-K.401.WQ,4,4i,:i - 1. .---.1 „ ' •,;'-',4M. ,'-'4,ZOKAZigaktraNeeittZSC*41A,.,§Atat.,.. ..a.:..':'':-'-':. ..'; TOTALMx.ypogskrww5,vnig. _fi ;(itgqntNP5fSi:R*RMMMRNltztigtVeMk9I?Mtik. _- 1$212,650 estimated value Updated 8/07 EXHIBIT D—JOB OBLIGATIONS HQAA JSA, LLC This Project has been awarded benefits from the CEBA program and the EZ tax credit program. The charts below outline the contractual job obligations related to this Project. Data in the`Employment Base"column has been verified by the Department and reflects the employment characteristics of the facility receiving funding before this award was made. Jobs to be retained as a part of this Project must be included in these calculations. Data in the"Jobs To Be Created"column outlines the new full-time jobs(including their wage characteristics)that must be added to the employment base and, if applicable,statewide employment base as a result of this award. At the Project Completion Date and through the Project Maintenance Date,the Business must achieve(at a minimum)the numbers found in the"Total Job Obligations" column. 1I � c.u e +e -_'� �. � �, , �_ kg �a .b`= .:d i� �' :t��a ,� �1� :.,,�«"Fri �..�" �,� �-,�+` � a� - } `E.B JOB Q$Ll 3A1ION * Ernn{o�yment � b g t R Y £ g.,�a�,:��r3 i''-' � ..� v�� n-;�,r+.� �� x.t {�r��'§��'.,S �+" s�^3.�� ����:�,�� 2� � � '��r�cos����o.lal .�-. �,. Prof Ct O�(11 etl j dt iU U ' 2 _ . Ba. b ss � To Be'C eat d �JfQb` 's ' : 4 s'a." .,iL. 'Fx'Kc, :T.-o-." T y. x..�"' .S4. ,y... . 4 � 3t C 0.0'#:. ;..,�' 0.. �{ i 'a 'C ,'-t;iaveo Project Vlaf trance a :_August 2 4` ` R �� . �� }: -=w rg tibns Total employment at project location 0 47 47 Average Wage of total employment at project location N/A l ii Qualifying wage(per hr) $14.29 g Benefit value (per hr) N/A i V,rlm43 .r,e',�v:o43�'.�..., -r.. ....a:�^s�,�u4u�:,,. - v� '%�>o-.sow„z: ;�E,.._a r�..5^`., W:7��r�...rl'Yi"��-:.�z: aOat' fi��,'���.,. t,s w,x^� � . .7S1 Number of jobs at or above qualifying wage N/A 45 45 Average Wage of jobs at or above qualifying.wage. N/A ,y Number of jobs at or above qualifying wage w/benefits N/A N/A N/A Average wage of jobs at or above qualifying wage N/A g w/benefits �>EZ JOB OBLIGATIONS Employment Jbb To#ai�� Project Completion.Date: August 31 2D10 ; Bast To Be C e� ed�' � ? Project Maintenance Date: Augvst31 2020 � bli ations Total employment at project location 0 47 47 Average Wage of total employment at project location ' N/A _.,.. _ - Qualifying wage (per hr) $12.86 Benefit value (per hr) N/A � '_ ,,�^: t r':s ,..: satggy3a ,a 'tt prir a` Iwo!: � 5;.+"'��s, a n.,:r� v.,.za.. ..ro... .a� �.. .�:,;���"'�.-�''xa� �`�wmm.��,�'m- . _ �i �.� Number of jobs at or above qualifying wage N/A 45 45 Average Wage of jobs at or above qualifying wage N/A Number of jobs at or above qualifying wage w/benefits N/A N/A N/A Average wage of jobs at or above qualifying wage N/A � 04 w/benefits : , rn'. 4401 `a — / 7—d7 . �Do 7 /0417 EXHIBIT B -4 EZ FUNDING AGREEMENT BUSINESS: HQAA JSA, LLC COMMUNITY: City of Waterloo MASTER CONTRACT NUMBER: P0708M01458 FUNDING AGREEMENT NUMBER: 08-EZ-007 ENTERPRISE ZONE NAME: City of Waterloo Enterprise Zone #4 ZONE CERTIFICATION DATE: February 18, 1999 ZONE EXPIRATION DATE: February 18, 2009 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 Agreemert 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 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 (2007) sections 15E.191 through 15E.196. Master Contract#P0708M01458 Funding Agreement#08-EZ-007 -2- Revised 8/07 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", for purposes of reporting to the Iowa Department of Revenue that the Project has been completed, 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. 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 11/2 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." (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 Master Contract#P0708M01458 Funding Agreement#08-EZ-007 -3- Revised 8/07 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 a five-year period which the department will, in consultation with the eligible business, define. The five-year amortization period is specified below: Amortization Schedule July 1, 2007—June 30, 2008 $34,920 July 1, 2008 —June 30, 2009 $34,920 July 1, 2009—June 30, 2010 $34,920 July 1, 2010 —June 30, 2011 $34,920 July 1, 2011 —June 30, 2012 $34,920 (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. (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 Master Contract#P0708M01458 Funding Agreement#08-EZ-007 -4- Revised 8/07 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: Additional Research Activities Credit Refund of Taxes Attributable to Racks, Shelving, and Conveyor 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 Obligations. The Business's Job Obligations are as detailed in Master Contract Exhibit D, "Job Obligations."The Business shall create the required number of jobs that pay the Qualifying Wage within 3 years (the "Job Creation Period") of the Award Date. The Business shall maintain the Created Jobs in addition to the Business's Base Employment for a period of at least ten (10) years (the "Job Maintenance Period") beyond the Job Creation Period for a total contract duration of 13 years. 4.2 Investment. Within three (3) years of the Award Date (as defined in the Master Agreement), the Business shall make a capital investment of$1,746,000 within the Enterprise Zone, as defined in 3.1(c). 4.3 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; (b) The Business provides the employee with a monetarily equivalent plan to the plan provided in "a." 4.4 Business Retention. The Business shall have and maintain Project operations contemplated by this Agreement within the Community at least through the Agreement Expiration Date. Master Contract#P0708M01458 Funding Agreement#08-EZ-007 -5- Revised 8/07 4.5 Local Commitment. The Community shall provide the local financial assistance for the Project as described in Exhibit C, Project Description. 4.6 Other Conditions. The Community shall provide IDED with a signed resolution authorizing property tax exemptions for the Enterprise Zone. 5.0 Events of Default by the Business; Notice of Default; Repayment Provisions. 5.1 Events of Default. The terms of Article 9.0 ( Events of Default) of the Master Contract govern this EZ Funding Agreement, except as noted in Article 5.2 and 5.3 below. 5.2 Notice of Default. The following Notice of Default provisions supersede the Notice of Default and repayment provisions specified Article 9.2(Notice of Default and Opportunity to Cure) in the Master Contract: (a) From Department. If, through the Annual Project 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. The following provisions supersede the provisions of Article 9.2 (Default Remedies) of the Master Contract. 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 (as stated in Iowa Code section 15E.193 to be an eligible business), or fails to comply with the EZ Program Administrative Rules (261 IAC chapter 59) or fails to meet 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 Obligations at Project Completion Date and Job Maintenance Period. If the Business does not meet its Job Obligations by the Project Completion Date or fails to maintain its Job Obligations through the Job Maintenance Period, both as defined in Master Contract Exhibit D, the Business shall repay a percentage of tax incentives and assistance it has received. 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#P0708M01458 Funding Agreement#08-EZ-007 -6- Revised 8/07 (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 described in 4.2, 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. (e) Layoffs or closures. If the Business experiences a layoff within the state or closes any of its facilities within the state prior to receiving the tax incentives and assistance, the Department may reduce or eliminate all or a portion of the tax incentives and assistance. If an approved Business experiences a layoff within the state or closes any of its facilities within the state after receiving tax incentives and assistance, the Business may be subject to repayment of all or a portion of the tax incentives and assistance that it has received. 6.0 Event of Default by Community. 6.1 Event of Default. The Community's failure to provide the local financial assistance pledged for the Project as described in Master Contract Exhibit C, Project Description and Award Budget. Master Contract#P0708M01458 Funding Agreement#08-EZ-007 -7- Revised 8/07 6.2 Notice of Default and Opportunity to Cure. If the IDED has reason to believe the Community is in default of the terms of this Agreement, the IDED will issue a written notice of default to the Community 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 Community 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 Business and Department of Revenue. 6.3. Repayment by Community. If an Event of Default is not cured within the time allowed, IDED's remedies include but are not limited to legal action against the Community for payment of the amount of local financial assistance pledged but not provided by the Community plus 6% default interest calculated from the Award Date. 7.0 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." This section left blank intentionally----Signature page follows Master Contract#P0708M01458 Funding Agreement#08-EZ-007 -8- Revised 8/07 IN WITNESS WHEREOF, the parties have executed this EZ Funding Agreement: FOR THE BUSIN • BY: S atur Typed Name and Title Date t FOR THE IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT: BY: Michael L. Tramontina, Director Date FOR THE COMMUNITY: BY: Signature • H c(,e y , Mayor Typed Name and Title Date Master Contract#P0708M01458 Funding Agreement#08-EZ-007 -9- Revised 8/07 EZ Funding Agreement Exhibit A Enterprise Zone Commission Resolution Approving the Business's Enterprise Zone Application RESOLUTION APPROVING ENTERPRISE ZONE APPLICATION Resolution of City of Waterloo Enterprise Zone Commission (hereafter referred to as the "Commission") approving Healthcare Quality Association of Accreditation (HQAA) application to the Iowa Department of Economic Development for the purposes of receiving business benefits under the Enterprise Zone Program as authorized by Iowa Code Supplement 15E. 191-15E. 196, as amended by 1998 Iowa Acts, House Files 2164 (hereafter referred to as the "EZ Pro am" or the WHEREAS, Healthcare Quality Association of Accreditation proposes to redevelop a commercial building at 112-116 East 4th Street for the startup of a new business in the City of Waterloo Enterprise Zone #4 (hereafter referred to as the "EZ") to receive benefits authorized under the EZ Housing Program; and, WHEREAS, Healthcare Quality Association of Accreditation has submitted an application demonstrating that it meets the requirements of the EZ Program; and, WHEREAS, Healthcare Quality Association of Accreditation has provided the Commission with information meeting the requirements of: capital investment, job creation, and location within Enterprise Zone. NOW THEREFORE BE IT RESOLVED BY THE COMMISSION, that The Commission certifies that the attached application from Healthcare Quality Association of Accreditation satisfies the EZ Business requirements and the Commission hereby approves the application. 2. The Chairperson of the Commission is hereby directed to execute said application and forward the application to the Iowa Department of Economic Development requesting approval by the State of Iowa. PASSED AND APPROVED THIS 29th DAY OF MAY 2007. Jo of Vich, Chairperson I certify the above signature to be that of Josef Vich, Chairperson of the City of Waterloo Enterprise Zone Commission. Date i ? 029 -20o J Notary Public "` •m MARCIA C. BORWIG gi'a COMMISSION NO. 105659 * qrm * MY COMMISSION EXPIRES ow EZ Funding Agreement Exhibit B Community Resolution Authorizing Property Tax Exemptions for the Enterprise Zone 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 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 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 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 1,2006-June 30,2007 $100,000 Fiscal Year 2008-July 1,2007-June 30,2008 $100,000 Fiscal Year 2009-July 1,2008-June 30,2009 $100,000 Fiscal Year 2010-July 1,2009-June 30,2010 $100,000 Fiscal Year 2011 -July 1,2010-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 Busine HQAA JSA., LLC Contract Numb(P0708M01458 PROJECT DESCRIPTION _ w HQAA JSA, LLC has identified a location in downtown Waterloo that will accommodate the needs of ��w the business but the facility will require significant improvements. JSA Development, LLC owns the proposed location and is willing to finance the build out on the basis of a signed lease with HQAA and the provision of an adequate incentive package. The proposed project includes building remodeling, computer equipment,furniture/fixtures,working capital, and job training. AWARD BUDGET SOURCE OF FUNDS USE OF FUNDS . nt IDED Programs __. __._.____.___. _. Land Acquisition CEBA $100,000 Forgivable Loan *Site Preparation CEBA $100,000 Loan *Building Acquisition EZ program benefits 'See below *Building Construction *Building Remodeling $1 522 000 Community College $214,688 Job Training *Mfg Machinery and Equipment Local Government $168,480 Tax Abatement Other Machinery and Equipment -m }r, Business $2,389,520 Loan Racking, Shelving, etc. *Computer Hardware =$224,000 Computer Software 112,000 Furniture and Fixtures 150,000 Working Capital 750,000 r; Research and Development Job Training $214,688 Other Expenses SUBTOTAL -$2,972,688 SUBTOT $2,972,688 included as capital investment if awarded tax credit program • SU$TOTAL $p suit .>:,. so TOTAL ALL FUNDS $2,972,688 $2,972,688 1$212,650 estimated value Updated 8/07 EXHIBIT D —JOB OBLIGATIONS HQAA JSA, LLC This Project has been awarded benefits from the CEBA program and the EZ tax credit program. The charts below qutline the contractual job obligations related to this Project. Data in the"Employment Base"column has been verified by the Department and reflects the employment characteristics of the facility receiving funding before this award was made. Jobs to be retained as a part of this Project must be included in these calculations. Data in the"Jobs To Be Created"column outlines the new full-time jobs(including their wage characteristics)that must be added to the employment base and,if applicable, statewide employment base as a result of this award. At the Project Completion Date and through the Project Maintenance Date, the Business must achieve(at a minimum)the numbers found in the"Total Job Obligations"column. CEBA JOB OBLIGATIONS Employment Jobs Total Project Completion Date: August 31, 2010 Base To Be Created Job Project Maintenance Date: August 31, 2012 Obligations Total employment at project location 0 47 47 Average Wage of total employment at project location N/A Qualifying wage (per hr) $14.29 Benefit value (per hr) N/A Number of jobs at or above qualifying wage N/A 45 45 Average Wage of jobs at or above qualifying wage N/A Number of jobs at or above qualifying wage w/benefits N/A N/A N/A Average wage of jobs at or above qualifying wage N/A w/benefits EZ JOB OBLIGATIONS Employment Jobs Total Project Completion Date: August 31, 2010 Base To Be Created Job Project Maintenance Date: August 31, 2020 Obligations Total employment at project location 0 47 47 Average Wage of total employment at project location N/A Qualifying wage (per hr) $12.86 Benefit value (per hr) N/A Number of jobs at or above qualifying wage N/A 45 45 Average Wage of jobs at or above qualifying wage N/A Number of jobs at or above qualifying wage w/benefits N/A N/A N/A Average wage of jobs at or above qualifying wage N/A w/benefits . CORPORATE GUARANTY FOR VALUE RECEIVED and in consideration of any loan or other financial accommodation at any time made or granted to HQAA JSA, LLC ("Business"), by the Iowa Department of Economic Development("Department"),the undersigned unconditionally guarantees the full and prompt payment when due, whether at stated maturity, by required prepayment, declaration, demand, acceleration or otherwise(including amounts that would become due but for the operation of the automatic stay provision under§362(a)of the Bankruptcy Code(11 U.S.C. §362(a)), and at all times thereafter, of all the obligations of the Business to the Department which arise out of or in connection with CEBA Funding Agreement Number 08-CEBA-012 (all such obligations of the Business hereafter collectively referred to as the "Liabilities"). 1. Absolute Guaranty. This guaranty is an absolute, continuing, and unconditional guaranty of the full and punctual payment by the Business of the Liabilities and not their collectibility only. Enforcement of this guaranty is not conditioned upon the requirement that the Department first attempt to collect or take any action against the Business or any other person primarily or secondarily liable or resort to security or other means of obtaining payment of any of the Liabilities. The undersigned acknowledges that there are no conditions to the effectiveness of this guaranty. This guaranty shall remain in full force and effect (notwithstanding the dissolution of the undersigned)until all of the Liabilities have been paid in full. 2. Payment. The undersigned agrees that, in the event of the dissolution or insolvency of the Business or the undersigned, or the general failure to pay, or admission in writing of the inability of the Business or the undersigned to pay debts as they become due, or an assignment by the Business or the undersigned for the benefit of creditors, or the institution of any proceeding by or against the Business alleging that the Business or the undersigned is insolvent or unable to pay debts as they mature, or if the Business is declared in default under the above-identified CEBA Funding Agreement, the undersigned will pay(even if such event shall occur at a time when any of the Liabilities may not then be due and payable) immediately to the Department at its office located at 200 East Grand Avenue, Des Moines, Iowa 50309,the full amount which would be payable hereunder by the undersigned as if all Liabilities were then due and payable. 3. Continuation or Reinstatement of Guaranty. If at any time all or part of any payment applied by the Department to any of the Liabilities is or must be rescinded or returned by the Department for any reason(including, but not limited to,the insolvency, bankruptcy or reorganization of the Business)the undersigned agrees that to the extent such payment is or must be rescinded or returned, such Liabilities shall be deemed to have continued in existence, notwithstanding such application by the Department,and this guaranty shall continue to be effective or be reinstated, as the case may be, as to the Liabilities, all as though such application by the Department had not been made. 4. Corporate Authority. The undersigned hereby warrants and represents that: (a)the undersigned is a corporation duly existing and in good standing under the laws of the state of incorporation and is duly qualified and in good standing and authorized to do business in the State of Iowa, (b)the undersigned has full power and authority to execute and deliver this guaranty, (c)the execution, delivery, and performance by the undersigned of this guaranty are within the undersigned's powers, have been duly authorized by all necessary corporate action, and do not and will not contravene or conflict with any provisions of law or of the organizational documents of the undersigned, (d)this guaranty is the legal, valid and binding obligation of the undersigned enforceable against the undersigned in accordance with its terms, and (e)this guaranty will directly or indirectly benefit the undersigned. Fmt.revised 3/06 a < 4 Page 2 of 3 CORPORATE GUARANTY Master Contract#P0708M01458 5. Modification. No modification or waiver of any of the provisions of this guaranty shall be binding upon the Department and the undersigned unless expressly set forth in a writing duly signed by both the Depai Linent and the undersigned. 6. Waivers. The undersigned hereby expressly waives: (a)notice of the acceptance by the Department of this guaranty, (b)notice of the existence or creation or non-payment of all or any of the Liabilities, (c)presentment, demand, notice of dishonor, protest and all other notices whatsoever, and(d) all diligence in collection or protection of or realization upon the Liabilities or any thereof, any obligation hereunder, or any security for or guaranty of any of the foregoing. 7. Dealings with the Business. The undersigned agrees that the Department shall be at liberty to deal with the Business and each other party(including,without limitation, any other guarantor)who now is or after the date hereof becomes liable in any manner for any of the Liabilities, in such manner as the Department in its sole discretion deems fit. The Department retains full authority, without the consent of, or notice to the undersigned, without incurring responsibility to the undersigned, without impairing or releasing the obligations of the undersigned hereunder,to do any or all of the following: (a) change the manner, rate of interest, place or terms of payment, and/or change or extend the time of payment of, renew or alter, any liability of the Business, any security therefore, or any liability incurred directly or indirectly in respect thereof, and this guaranty shall apply to the Liabilities of the Business as so changed,extended, renewed or altered; (b) sell, exchange, release, surrender,realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure the Liabilities of the Business; (c) exercise or refrain from exercising any rights against the Business or others (including the undersigned)or otherwise act or refrain from acting; (d) settle or compromise any of the Liabilities hereby guaranteed; (e)subordinate the payment of all or any part of the Liabilities to the payment of any liability(whether due or not)of the Business to creditors of the Business other than the Department and the undersigned; and (f)consent to the substitution, exchanges, or release of all or any part of the collateral, whether or not the collateral, if any, received by the Department upon substitution, exchange,or release shall be of the same or of a different character or value than the collateral surrendered to the Department. 8. Access to Information. The undersigned hereby warrants to the Department that the undersigned now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and operations of the Business. The Department shall not have any duty or responsibility to provide the undersigned with any credit or other information concerning the Business which may come into the Department's possession. 9. Successors, Assigns. This Guaranty shall be binding upon the undersigned, and upon any of its successors and assigns. To the extent that the Business or any of the undersigned is either a partnership or a corporation, all references herein to Business and to the undersigned shall be deemed to include any successor or successors to such partnership or corporation. 10. Governing Law. This guaranty has been delivered at Des Moines, Iowa, and shall be construed in accordance with and governed by its principles of choice of law. Wherever possible each provision of this guaranty shall be interpreted so that it is effective and valid under applicable law, but if any provision shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of the provision or the remaining portions of this guaranty. Fmt. revised 3/06 Page 3 of 3 CORPORATE GUARANTY Master Contract#P0708M01458 SIGNED AND DELIVERED THIS (j day of " 20 07 GUARANTOR: VGu : oup Inc. _ter- AG, /,:At [SI •-v , ITLE] f 1/4 ClyvtAz el Gib / [PRINT/TYPE NAME& TITLE OF SIGNATORY] Address: STATE OF IO_ �( • COUNTY OF IC+C.�(cP : ss. On this to day of�C, 2007, before me , t inundersigned, a Notary Public in and for the State of Iowa,personally appeared ,to me personally ` known,who being by me duly sworn,did say that the person is 15 idQ-u� (insert title of executing officer)of said corporation/partnership/LLC,and that the instrument was signed on behalf of the corporation/pa pership/LLC by aut$or' of its board of directors/partners/members and the said V►1-QS (Lz l acknowledged the execution of the instrument to be the voluntary act and deed of the corporation/partnership/LLC by it voluntarily executed. Notary(Signature) Of -7c2 Notary Seal(commission number, name and expiration date): Fmt.revised 3/06 Healthcare . -.44( T 8 '0' -1-11‘37 ASSOCIATION ON ACCREDITATION CEO Solid and Hazardous Waste Reduction Plan November 20, 2007 Position: It is the position of the Healthcare Quality Association on Accreditation (HQAA)to be conscientious and concerned about the environmental impact footprint created by the company. Therefore, the following actions have been implemented to maintain continuous awareness: 1.) HQAA was founded upon the principle of 90%of the work performed is done electronically, using the world wide web and the internet. HQAA imposes no paper upon its customers in that a web based product is the means through which we provide accreditation services. 2.) HQAA does have a paper recycling program for the disposable paper that does exist. 3.) HQAA has secured a waste management service to provide a locking container for the waste that is generated 4.) HQAA has a program to assist the homeless through recycling of the soda bottles/soda cans from staff consumption. This position will remain in effect throughout the life of the company. C,.. , , i Maryl ) K. Nicho Executive Director 4 L r .At F V r=} 611 4 ' I '" t No. W00549085 H.T, „„ Date: 11/19/2007 ices; • SECRETARY OE STATE 490DLC-000354455 HQAA-JSA, LLC iLAA ACKNOWLEDGEMENT OF DOCUMENT FILED The Secretary of State acknowledges receipt of the following document • Articles of Organization Ir0, fs The document was filed on November 16, 2007, at 02 : 29 PM, to be .! '`i effective as of November 16, 2007, at 02 :29 PM. • i I The amount of $50 . 00 was received in full payment of the filing fee 41 . I 4 v- 44 40 f ~� nA.AfAcual_. /is 4 tie MICHAEL A. MAURO SECRETARY OF STATE ({j _.. RKyWIyc. • ,� 11/16/2007 15:29 3192329579 CBW&H ATTORNEYS PAGE 02%04 '/\55 r- ARTICLES OF ORGANIZATION OF HQAA-JSA, LLC To the Secretary of the State of Iowa: a The undersigned organizer of the Company adopts the following Articles of Organization ipr the purpose of forming a limited liability company pursuant to Section 301 of the Iowa LimiOd Liability Company Act(the"Act"). ARTICLE I The name of the limited liability company is "HQAA-JSA, LLC." ARTICLE II The existence of the company shall commence upon the acceptance of these Articles of Organization by the Iowa Secretary of State for filing and shall be perpetual thereafter, unless dissolved sooner pursuant to the terms of the operating agreement. ARTICLE IIT The street address of the company's registered office in the State of Iowa is 315 E.5th Street, Waterloo,IA, 50703. The name of the company's initial registered agent at such address is James E. Walsh, Jr. The address of the company's initial principal office is the same as the address of its registered office. ARTICLE IV The company will be managed by one or more managers as set forth in the company's operating agreement, No member(other than a manager or an officer appointed by the managers) has the authority or power to act for or on behalf of the company,to do any act that would be binding on the company, or to incur any expenditures on behalf of the company. There will not be any cumulative voting in the election of managers. ARTICLE V A. A manager shall have no personal liability to the company or its members for monetary damages for breach of fiduciary duty as a manager except for: (i)breach of the manager's duty of loyalty to the company or its members; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;and(iii)a transaction from which the manager derives an improper personal benefit or a wrongful distribution in violation of Section 807 of the Act. RECEIVED TIME NOV. 16. 2: 29PM EXAMPLE: CEBA Funding Business Job Agreement Exhibit B Shortfall Calculation CEBA City of Waterloo/HQAA JSA, LLC FUNDING AGREEMENT#08-CEBA-012 $200,000 L/FL/Award Date: August 16, 2007 ($100,000 0%Loan, $100,000 Forgivable Loan) A. FORGIVABLE LOAN-JOB SHORTFALL CALCULATION 50 jobs pledged, 42 jobs attained; 84% of pledged jobs attained, 1.6 % shortfall $75,000 (forgivable loan amount)x 16%=$12,000 Forgivable Loan Job Shortfall Balance due=$12,000 B. FORGIVABLE LOAN—INTEREST PENALTY CALCULATION CEBA funds disbursed on 11-1-00. Project Completion Date was 6-30-03. Interest penalty=job shortfall balance x 6%x number of years from disbursement of funds to Project Completion Date ($12,000 x 6%x 2.67 years)=$1,922.40 Forgivable Loan Net Interest Penalty due=$1,922.40 C. LOAN BALANCE—INTEREST PENALTY CALCULATIONS Loan balance as of 7-21-05 =$15,797.58 84% of remaining loan balance stays at 0% interest=($15,797.58 x .84)=$13,269.97 16% of remaining loan balance changes to 6%interest=($15,797.58 x .16)=$2,527.61 Interest penalty= 16% of remaining loan balance x 6%x 2.67 years ($2,527.61 x 6%x 2.67 years)=$404.92 Loan Net Interest Penalty due=$404.92 D. REPAYMENT TERMS & SCHEDULE 1. Total Net Interest Penalty due is $2,327.32 ($1,922.40+$404.92). 2. Total Forgivable Loan amount due is $12,000. 3. Remaining Loan Balance as of 7-21-05 will be $15,797.58 and will be re-amortized to convert 16% of that balance to 6%interest over remaining term of loan. Master FA Exhibit B updated 12-30-05 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 THOUSAND DOLLARS ($100,000)with interest thereon at ZERO PERCENT (0%) to be paid as follows: 60 monthly payments of$1,666.67 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 of Waterloo 715 Mulberry Street Waterloo, IA 50703 BY: Mayor Timothy Hurley ATTEST: (Signature) Date EXHIBIT B - 1 CEBA FUNDING AGREEMENT BUSINESS: HQAA JSA, LLC COMMUNITY: City of Waterloo MASTER CONTRACT NUMBER: P0708M01458 FUNDING AGREEMENT NUMBER: 08-CEBA-012 AWARD TYPE: Loan/Forgivable loan AMOUNT: $200,000 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 CEI3A 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 Revised 8/07 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 $100,000 3.2 60 months in duration 3.3 0% interest rate 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. 3.5 VGM loan to be subordinated to IDED 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 $100,000 4.2 36 months in duration 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. 4.5 No other conditions. Master Contract#P0707M01458 Funding Agreement#08-CEBA-012 -2- Revised 8/07 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. 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 Community shall provide IDED with a signed resolution authorizing property tax exemptions for the Enterprise Zone before funds will be released. 8.0 Affirmative Covenants of Community. The Community covenants with IDED that: 8.1 Project Work and Services. The Community shall perform work and services detailed in the Business's CEBA application by the Project Completion Date. 8.2 Filing. 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 with date-stamped copies of said Security Documents. The Community all, atthe IDED sDED 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. Master Contract#P0707M01458 Funding Agreement#08-CEBA-012 -3- Revised 8/07 8.7 Local Commitment. The Community shall provide the local financial assistance for the Project as described in Master Contract Exhibit C, Project Description and Award Budget 8.8 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. 8.9 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 due to the Business's failure to perform 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. 10.2 Failure to Provide Local Funding. In the event the Community fails to provide the required local assistance pledged, the Community is liable to IDED for the full amount of the local financial assistance pledged for the Project as described in Master Contract Exhibit C, Project Description and Award Budget. 11.0 Default; Remedies upon Default. 11.1 The terms of Article 9.0 (Events of Default and Remedies) of the Master Contract govern this CEBA Funding Agreement. The following are additional Events of Default for this CEBA Funding Agreement: a. The Community's failure to provide the annual local financial assistance pledged for the Project as described in Master Contract Exhibit C, Project Description b. No other specific default events. Master Contract#P0707M01458 Funding Agreement#08-CEBA-012 -4- Revised 8/07 11.2 The following are Default Remedies available to IDED in addition to those specified in Article 9.2 of 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, 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) Re a ment of For ivable Loan - Failure to Meet Job Obli ations. 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 six (6%) percent per annum from the date of the first CEBA disbursement on he shortfalle at 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) Exa_ mple CEBA Funding Agreement Exhibit B is an example of how these repayment calculations will be applied. (e) Community Default If the Community fails to provide the pledged financial assistance for this Project, IDED will issue a written Notice of Default to the Community setting forth the nature of the alleged Event of 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 Community shall have an op portunity to cure, ed that is possible and feasible. If an Event of Default is not cured within the time allowed, IDED's cure remedies include but are not limited to legal action against the Community for payment of the amount of local financial assistance pledged but not provided by the Community plus 6% default interest calculated from the first date Award funds were disbursed by IDED. Master Contract#P0707M01458 Funding Agreement#08-CEBA-012 -5- Revised 8/07 CEBA Funding Agreement Exhibit Community's Promissory Note (Fargivabl___ man) 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 THOUSAND DOLLARS ($100,000)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 Master Contract #P0708M01458 ("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 a p yment, 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 Waterloo 715 Mulberry Street Waterloo, IA 50703 ------- BY: / -^rf� Mayor Timothy urley ATTEST: (Signature) Date 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 THOUSAND DOLLARS ($100,000) 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 Master Contract#P0708M01458 ("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. HQAAOL C By: :47hth e.tea dl Print or Type Name, Title Address: 217 West 4th Street Waterloo, IA 50701 Date it./i 1/17 CEBA Funding Agreement Exhibit 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 THOUSAND DOLLARS ($100,000) with interest thereon at ZERO PERCENT (0%) to be paid as follows: 60 monthly payments of$1,666.67 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-pay ent and notice. Sureties, endorsers and guarantors agree to all of the provisions of his,note,est 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. HQAA S , LLC By: LX Print or Type Name, Title Address: 217 West 4th Street Waterloo, IA 50701 Date it 14u �. W