Citizens Advisory Review Committee

CITIZENS ADVISORY REVIEW COMMITTEE Tuesday, January 22, 2022 – 12:00 p.m. 400 East Military, Fremont, Nebraska and Zoom Topic: Citizens Advisory Review Committee Time: Feb 22, 2022 12:00 PM Central Time (US and Canada) Join Zoom Meeting https://us06web.zoom.us/j/89587741818?pwd=WkdYZitDWjhzVkpDU21JRTNSTWwyU T09 Meeting ID: 895 8774 1818 Passcode: 264857 One tap mobile +12532158782,,89587741818# US (Tacoma) +13462487799,,89587741818# US (Houston) Dial by your location +1 253 215 8782 US (Tacoma) +1 346 248 7799 US (Houston) +1 720 707 2699 US (Denver) +1 301 715 8592 US (Washington DC) +1 312 626 6799 US (Chicago) +1 646 558 8656 US (New York) Meeting ID: 895 8774 1818 Find your local number: https://us06web.zoom.us/u/kclZT4zYoS 1 of 30  CITIZENS ADVISORY REVIEW COMMITTEE Tuesday, February 22, 2022 – 12:00 p.m. 400 East Military, Fremont, Nebraska and Zoom 1. Call to Order 2. Approval of minutes from January 6, 2022 meeting 3. Review Fund Balance 4. Consider Quarterly Report 5. Discuss Eligibility Tiers 6. Consider Loan Documents a) Loan Agreement b) Promissory Note c) Personal Guaranty d) Security Agreement 7. Adjourn This agenda was posted at the Municipal Building and was distributed to the members of the Citizens Advisory Review Committee on February 11, 2022. The official current copy is available at City Hall, 400 East Military Avenue. A copy of the Open Meeting Law is posted for review by the public. 2 of 30  CITY OF FREMONT CITIZENS ADVISORY REVEW COMMITTEE January 6, 2022 – 12:00 p.m. A meeting of the Citizens Advisory Review Committee was held on January 6, 2022 at 12:00 p.m. at 400 East Military Avenue, Fremont, Nebraska. The meeting was preceded by publicized notice in the Fremont Tribune and the agenda displayed in the Municipal Building. The meeting was open to the public. A continually current copy of the agenda was available for public inspection at the office of the City Administrator, 400 East Military Avenue. The agenda was distributed to the Local Option Review Team on December 30, 2022 and posted, along with the supporting documents on the City’s website. A copy of the open meeting law is posted continually for public inspection. ROLL CALL Roll call showed Members Wiese, Johannsen, Martinez and Proskovec present. Schulz absent. 4 present, 1 absent. Others in attendance included Lottie Mitchell, Dir. Cust. Service; Joey Spellerberg, Mayor; Amy Brown and Justin Brown. APPROVAL OF MINUTES FROM MAY 27, 2021 MEETING. Moved by Member Martinez and seconded by Member Wiese to approve the minutes of the May 27, 2021 meeting. Ayes: Johannsen, Wiese, Martinez, Proskovec. Motion carried 4-0. REVIEW FUND BALANCE. Olson and Mitchell gave overview. No motion received. CONSIDER APPLICATION FROM NATE MY CENTRAL SUPPLY FOR LOCAL OPTION ECONOMIC DEVELOPMENT FORGIVABLE LOAN. Olson gave overview. Amy and Justin Brown gave overview of business and answered questions. Moved by Member Proskovec and seconded by Member Wiese to recommend City Council approve Local Option Economic Development performance based, forgivable loan, in the amount of $200,000.00. Ayes: Martinez, Johannsen, Proskovec, Wiese. Motion carried 4-0. ADJOURNMENT Moved by Member Proskovec and seconded by Member Martinez to adjourn at 12:14 p.m. Ayes: Johannsen, Wiese, Proskovec, Martinez. Motion carried 4-0. 1 3 of 30 Agenda Item 2 City of Fremont Nebraska Status of LB 840 Funds 1/31/2022 Premilinary Estimate Assets: Checking 205,859.13 Money Market 615,944.64 Investments 1,998,632.81 2,820,436.58 Capital Transfers 0.00 2,820,436.58 Known Committed Funds: Morningside Business Park Res 2013-095 172,675.14 New Horizons Cold Storage Res 2021-015 500,000.00 505 Main Street Group, LLC Res 2021-021 310,000.00 Wheelhouse Solutions, LLC Res 2022-012 200,000.00 Tech/Bus Park Resolution 2011-047 975,392.00 2,158,067.14 Uncommitted Funds 662,369.44 4 of 30 Agenda Item 3 SUMMARY OF LB840 SALES TAX REVENUE ECONOMIC DEVELOPMENT PROJECTS LB 840 Real Estate Investment-- Minimum Real Estate Values Land, Wage Amt. Values (per assessor LB 840 Loan Infrastructure & Jobs $$ Per Job Jobs per (per assessor records March Local Sales Tax Business Name / Project Date to Business Other Created Created Retained Contract records 2015) 2021) Generated (1.5%) Notes Defaulted Christensen Business Park--purchase 112 acres & infrastructure 2000 $2,661,256 Complete. $570,000 Performance- BasedInfrastructure included with Christensen Business Natura, 2779 West Rademakers Way 2002 $570,000 25 $8.25 $14,137,265 $19,023,506 Park. Complete. Sold building to Charleston's. Spec Building at Christensen Business Park, 2639 West 23 Av. 2002 $283,000 $821,830 $1,114,291 Complete. Made access to Steenblock Utility extensions on North Lincoln Street, 2400 North Lincoln and Holiday Inn Express. (Holiday Inn Express & Steenblock) 2002 $70,000 45 $3,399,795 $3,471,257 Complete. Sewer extension on North Yager Road to serve Burlington Northern Industrial tract 2003 $50,000 Complete. $50,000 Performance-Based. Infrastructure included with Christensen Buisness Park. Southwark, 2073 West Rademakers Way 2004 $100,000 30 $3,333.33 $8.50 $2,586,245 $6,336,058 Complete. Nelson Business Park: Fremont Contract Carriers, 865 South Bud Blvd (Eagle Dist. also located here) 2004 $776,161 35 145 $8,874,010 $13,602,888 Complete. $145,000 0% RP & $10,000 PB, create 10 jobs & retain for Ready Tech-Go, Inc. (RTG Medical) 2007 $155,000 10 $15,500.00 $8.50 1 year. (LM) Complete. 0% RP, create 20 jobs & retain for 5 years (LM) Overland Products, 1577 & 1687 North Airport Road 2007 $600,000 20 $30,000.00 20 $9.00 $1,190,525 $1,573,176 Complete. $50,000 0% RP & $100,000 PB, create 20 jobs & retain for 4 years, maintain Fremont location for 15 years (LM). RK Aerials (Rosenbauer), 840 South Broad 2004 $150,000 20 $7,500.00 20 $8.25 $1,300,175 $3,525,405 Complete. 5 of 30 Agenda Item 4 SUMMARY OF LB840 SALES TAX REVENUE ECONOMIC DEVELOPMENT PROJECTS LB 840 Real Estate Investment-- Minimum Real Estate Values Land, Wage Amt. Values (per assessor LB 840 Loan Infrastructure & Jobs $$ Per Job Jobs per (per assessor records March Local Sales Tax Business Name / Project Date to Business Other Created Created Retained Contract records 2015) 2021) Generated (1.5%) Notes Defaulted $200,000 0% RP & $300,000 6% RP, create 12 jobs & *Defaulted May retain for 4 years, maintain 2010, remaining Fremont facility for 10 years. loan balances $100,000 PB, clean up re-amortized property w/in 9 months. (LM). and repaid at Best Cobb, LLC, 731 South Platte 2007 $600,000 12 $50,000.00 not defined Complete. 8% interest $50,000 0% RP & $125,000 PB, create 10 yobs & retain Christensen Lumber LTD, 714 N Main 2007 $175,000 10 $17,500.00 $11.00 $4,637,436 for 5 years (LM). Complete. PB, create 10 jobs & retain for International Spices, 1040 South Lucius 2007 $60,000 10 $6,000.00 $10.00 $1,601,235 $3,231,785 5 years (LM). Complete. PB, create 10 jobs & retain for Merritt Equipment, 4650 North Broad 2008 $150,000 10 $15,000.00 $14.00 $798,320 $1,095,343 5 years (LM). Complete. Single Payment Loan, term 8 Mid America Truck Wash 2008 $50,000 12 $450,125 $632,128 months (LM). Complete. Christensen Bus. Park--purch. 23 acres (Izaak Walton Range) 2009 $200,767 Complete. Morningside North Business Park--purchase of 42 acres 2009 $803,471 $0 $5,002,968 Complete. $40,000 Performance-Based. Sycamore Leaf Solutions, 321 East Military 2011 $40,000 2 $20,000.00 2 $15.00 $100,940 $155,474 Complete. Fremont Techology Park--purchase of 81 acres 2011 $654,392 Complete. Fremont Technology Park CDBG loan guarantee, 2011-047 2011 $975,392 Fremont Techology Park--infrastructure, 2011-047 2011 $420,000 Airport Infrastructure 2012 $132,631 Complete. Fremont Techology Park--infrastructure, 2013-095 2013 $1,635,040 Morningside North Business Park--infrastructure, 2013-095 2013 $444,000 PB, Maintain location for 3 McGinn Holdings, LLC 2014 $10,000 $174,895 $464,000 years. Complete. PB, create 3 jobs & retain 8 Sycamore Leaf 2015 $100,000 3 $33,333.33 8 $15.00 for 5 years. Complete. 6 of 30 Agenda Item 4 SUMMARY OF LB840 SALES TAX REVENUE ECONOMIC DEVELOPMENT PROJECTS LB 840 Real Estate Investment-- Minimum Real Estate Values Land, Wage Amt. Values (per assessor LB 840 Loan Infrastructure & Jobs $$ Per Job Jobs per (per assessor records March Local Sales Tax Business Name / Project Date to Business Other Created Created Retained Contract records 2015) 2021) Generated (1.5%) Notes Defaulted $200k RP; $400k PB 20 jobs in yr 1, 10 jobs in yr 2, 5 jobs in yr 3; retain all jobs for 5 years. Base = 209 jobs. Structural Components 2015 $600,000 35 $17,142.86 $15.00 $1,462,905 $1,959,845 Complete. $300,000 PB - 25 new jobs, retain for 5 yrs. Base = 315 jobs. Monitoring began Fremont Beef 2015 $300,000 25 $12,000.00 $15.00 $7,233,340 $9,590,981 12/2015. Complete. PB, retain 10 jobs for 5 years Heartland Area Accessories 2016 $150,000 10 $81,300 $2,665,086 and voluntary annex PB, 800 by year 5 and at least $150M invested in property by Costco 2016 $1,000,000 800 $1,250.00 $15.00 $2,616,334 $156,412,824 year 2. Rebate of 30%, not to exceed $25,000, on qualified 12 Days of Christmas - Film 2017 $19,719 $975** expenditures. Complete. PB, 12 new jobs in Fremont, Legacy Post and Beam 2017 $60,000 12 $5,000.00 $18.00 $0 $1,393,893 retain for 5 years Matching funds for Rural Workforce Housing Fund Greater Fremont Development Council 2018 $500,000 Grant 50% RP, 50% PB, 7 jobs, Pearl Academy 2018 $71,121 7 $10,160.14 $10.00 retain for 5 years PB, Maintain team in Fremont for 5 years, first season = Expedition League 2018 $250,000 2019 Infinite 8 Institute 2018 $200,000 8 $19.00 RP over 5 years In default. PB, 50 new jobs, retain for 5 WLG Fremont, LLC (RTG Medical) 2019 $600,000 50 $12,000.00 80 $45,000.00 $0 $229,000 years Funds for Low-Moderate Greater Fremont Development Council 2019 $1,000,000 Income Housing Rebate of 30%, not to exceed $35,000, on qualified La Flamme Rouge, LLC - Film 2019 $14,134 $707** expenditures. Complete. 7 of 30 Agenda Item 4 SUMMARY OF LB840 SALES TAX REVENUE ECONOMIC DEVELOPMENT PROJECTS LB 840 Real Estate Investment-- Minimum Real Estate Values Land, Wage Amt. Values (per assessor LB 840 Loan Infrastructure & Jobs $$ Per Job Jobs per (per assessor records March Local Sales Tax Business Name / Project Date to Business Other Created Created Retained Contract records 2015) 2021) Generated (1.5%) Notes Defaulted Morningside Business Park Infrastructure Improvements. Morningside Business Park - Johnson Road Paving,2019-186 2019 $1,000,000 Complete. PB, 5 new jobs, retain for 5 505 Brewing Company 2019 $165,000 5 $33,000.00 $15.00 years PB, 600 new jobs, retain for 5 WholeStone Farms, LLC 2020 $1,300,000 600 $2,166.67 1300 $17.00 $9,833,770 $16,570,025 years Amended - PB. See below for Summit Medical Staffing, LLC 2020 $50,000 10 $5,000.00 5 $21.63 amended agreement 75/25, 2 new jobs, retain for 5 Tech Partners, LLC 2020 $32,250 2 $16,125.00 4 $18 & $25 $128,740 $289,240 years PB, 4 new jobs, retain for 5 Fabrication Holdings, LLC DBA Elemetal 2020 $200,000 4 $50,000.00 16 $21.63 $650,705 $806,910 yrs PB, 51 new jobs, retain for 5 Compound Holdings, LLC 2021 $500,000 51 $9,803.92 0 $20.19 $262,565 $263,011 yrs. PB, 55 new jobs, retain for 5 Summit Medical Staffing, LLC 2021 $450,000 55 $8,181.82 12 $21.63 $0 $12,085 yrs, relocate to Tech Park Renovate 505 N Main Street into apartments / received 505 Main Street Group 2021 $465,000 $157,435 $277,487 2nd tranche Rebate of 30%, not to exceed $1,000, on qualified Maiz - Film 2021 $486 24.32** expenditures PB, 8 new jobs, retain for 5 My Central Supply (MCS) 2022 $200,000 8 $25,000.00 4 $21.63 years 50 Totals $9,137,710 $11,856,110 1859 1683 $57,862,454 $254,336,102 Total LB840 Funds $20,993,820 PB = Performance Base RP = Repayable **Sales tax generated is singular event 8 of 30 Agenda Item 4  STAFF REPORT TO: Citizens Advisory Review Committee FROM: Angie Olson, Plan Administrator DATE: February 22, 2022 SUBJECT: Eligibility Tiers Review Tool. Recommendation: Discuss Eligibility Tiers Review Tool Performance. Background: The Eligibility Tier tool was introduced in 2020. The tool is a roadmap to considering application eligibility and tier level. Staff recommends discussing the tool and evaluating its performance. Fiscal Impact: None 9 of 30 Agenda Item 5 City of Fremont LB840- Local Option Economic Development Fund Eligibility Guidelines Tier One Tier Two Tier Three Tier Four Tier Five Tier Six Wages* 125% (or greater) of Dodge County Average Hourly Wage Job Creation 1 to 5 6 to 25 26 to 50 51 to 100 101 to 500 501 and up Capital Investment** $50,000 and up $1 million and up Over $10 million Sales Tax Gross sales of $50,000 to $499,999 Gross sales of $500,000 to $999,999 Gross sales over $1 million Project must meet at least two of the four criteria to be eligible for that tier. For each criteria met, 25% of the loan will be considered for forgiveness. Program Features Tier One Tier Two Tier Three Tier Four Tier Five Tier Six Interest Rate 0 to 6 % Up to 25% of annual Up to 25 % of annual Up to 20% of annual Up to 20% of annual Up to 15% of annual Up to 15% of annual payroll of new jobs or payroll of new jobs or payroll of new jobs or payroll of new jobs or payroll of new jobs or payroll of new jobs or Assistance Caps $50,000, whichever is $200,000, whichever is $350,000, whichever is $500,000, whichever is $750,000, whichever is $1,000,000, whichever least least least least least is least Additional portions of loan forgiveness may be considered in certain circumstances where the job creation requirement has been met and the Forgiveness applicant has demonstrated significant benefit to the community. Recommendations of contract terms will be made by City staff based on application information, credit analysis, and available funds. Additional Items *Positions must receive health insurance and other benefits. The Dodge County "annual average weekly wage"is found here: http://data.bls.gov/cew/apps/data_views/data_views.htm#tab=Tables (NAICS Industries by Geography, All Industry Levels, One Area, Dodge County, Nebraska, Prior Year/Quarter Annual Averages, All Establishment Sizes; Source: Quarterly Census of Employment and Wages – Bureau of Labor Statistics) and divided by 40 hours to determine hourly wage.) **Participation in other local programs like tax increment financing or Economic Enhancement Fund will be taken into consideration. 10 of 30 Agenda Item 5  STAFF REPORT TO: Citizens Advisory Review Committee FROM: Angie Olson, Plan Administrator DATE: February 22, 2022 SUBJECT: LB840 Loan Documents. Recommendation: Review and discuss the LB840 Loan Agreement and Corresponding documents. Background: Staff has been bringing LB840 application recommendations to council. If approved, staff executed and Mayor signed all documents. Going forward, Council would like to review loan agreements and corresponding documents at the time of application recommendations. Staff recommends reviewing the agreement and documents. Fiscal Impact: None 11 of 30 Agenda Item 6  ECONOMIC DEVELOPMENT AGREEMENT THIS ECONOMIC DEVELOPMENT AGREEMENT (this "Agreement") is made and entered into effective as of the ____ day of ______________), 2022 (the "Effective Date"), by and among the City of Fremont, Nebraska ("City") and ___________________, a Nebraska Limited Liability Company ("Company") (City and Company, each a "Party" and collectively, the "Parties"). WITNESSETH: WHEREAS, on _____________, Company filed an Application for Economic Development Incentives (the "Application") with City; WHEREAS, Company is _(starting business, moving business etc.)___________in Fremont, Nebraska, providing _(service etc.)____________ at _________________, retaining ____ full-time equivalent (FTE) jobs and creating ______ FTE jobs in Fremont within _____ years of the date of this agreement; WHEREAS, Company agrees to continue to employ at least _____ full-time equivalent (FTE) employees at _________ (excluding owner and family member held FTE employees), as set forth in this Agreement, from date of FTE hire and creation until at least the ____ anniversary of the Effective Date; WHEREAS, City finds Company to be a qualifying business under the City's Local Option Economic Development Plan, that the Company's project qualifies for economic development incentives under the Plan, that the Company's project will be of substantial economic benefit to the people of Fremont and the surrounding area, and the economic development incentive set forth in this Agreement constitutes a fulfillment of the major objectives of the City's Local Option Economic Development Plan; WHEREAS, City is willing to provide Company with up to _________ No/100 Dollars ($XXX,XXX) in a loan towards Company’s project and upon the fulfillment of the conditions set forth in this Agreement provided that Company complies with the terms of this Agreement; and WHEREAS, in furtherance of the foregoing recitals, the Parties desire to enter into this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the Parties agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed to them in this Section 1: (a) “Employment Certificate" shall mean a certification for the defined period containing the sworn statement of a duly authorized representative of Company specifically setting forth compliance with the FTE's and Minimum Hourly Rate terms of this Agreement. The Employment Certificate shall contain the following information and adhere to the following terms: (i) the total number of hours which FTE's worked and received compensation at Company's facilities in Fremont; 1 12 of 30 Agenda Item 6  and (ii) the average hourly rate for all FTE's which shall meet or exceed the Minimum Hourly Rate. Company agrees that upon receipt of written notice pursuant to the terms of this Agreement, Company shall allow the City Administrator or her designee to personally inspect Company's employment records as confirmation of the statements contained in the Employment Certificate. (b) "Full-Time Equivalents" or "FTE's" shall mean persons hired by Company as part of operations in Fremont as detailed in the recitals to this Agreement. The total number of FTE's shall be determined by dividing the total number of hours Company employees worked at its facilities located in Fremont by two thousand eighty (2,080). (c) "Minimum Hourly Rate" shall mean an average minimum rate of $XX or more per hour for each FTE employed as part of Company's operation in Fremont. The hourly rate shall be determined by dividing the total wages and salaries paid to each FTE by two thousand eighty (2,080). (d) “Performance-based Forgivable Loan” shall mean a form of loan in which its entirety can be forgiven over a period of time by the City when certain conditions are met. (e) “Repayable Loan” shall mean a form of loan in which the Company promises to repay the City according to certain terms and conditions with interest. 2. Employment Requirements. Company shall retain a minimum of ___ full-time equivalent (FTE) positions and create at least ____ new, full-time equivalent (FTE) positions from ____ until at least the ___ anniversary of the Effective Date. a) Company is required and hereby agrees to use a federal immigration verification system to determine the work eligibility status of new employees physically performing services within the State of Nebraska. A federal immigration verification system means the electronic verification of the work authorization program authorized by the Illegal Immigration Reform and Immigrant Responsibility Act of 1996, 8 U.S.C. 1324a, known as the E-Verify Program, or an equivalent federal program designated by the United States Department of Homeland Security of other federal agency authorized to verify the work eligibility status of a newly hired employee. b) Company understands and agrees that lawful presence in the United States is required and the Borrower may be disqualified or the contract terminated if such lawful presence cannot be verified as required by Neb. Rev. Stat. subsection 4-108. c) Company agrees to have available for review the individual files, which contain this form and to provide summary data to the City as requested. 3. Disbursement of Economic Development (LB 840) Loan Funds for Job Creation. Company shall be eligible for Economic Development Loans totaling ____________ and No/100 Dollars ($XXX,XXX) for retaining __ FTEs and creating ___ additional FTE employee positions (excluding owner and family member held jobs). 2 13 of 30 Agenda Item 6  4. Total Disbursements. The maximum total amount City shall disburse to Company pursuant to this Agreement shall be ____________ and No/100 Dollars ($XXX,XXX). 5. Company's Representations and Warranties. Company represents and warrants to City as follows: (a) Organization, Standing and Power. Company is a Limited Liability Company duly formed, validly existing and in good standing under the laws of the State of Nebraska and has the legal power to carry on its business as it is now being conducted. (b) Authority. The execution, delivery and performance of this Agreement by Company has been duly and validly authorized and approved by all necessary legal action on the part of Company. (c) Binding Agreement. This Agreement, when executed and delivered, will constitute the legal, valid and legally binding agreement of Company, enforceable against Company in accordance with its terms. (d) No Conflict with Other Instruments or Agreements. The execution, delivery and performance of this Agreement by Company will not result in a breach or violation of, or constitute a default under any agreement to which Company is bound, and will not be in violation of any statute, judgment, order, rule or regulation of any court, or any federal, state or other regulatory authority or governmental body having jurisdiction over Company in effect as of the Effective Date. (e) No Brokers. Company has not retained or agreed to compensate any broker or finder in connection with the transactions contemplated by this Agreement. (f) Operations. During the term of this Agreement, Company shall maintain operations in Fremont, Nebraska and maintain the building in good operating condition, ordinary wear and tear excepted. (g) Minimum Number of Employees. Company agrees to employ at least _______ full-time equivalent (FTE) employees in Fremont within _____ years and maintain those ______ jobs until at least the ____ anniversary of the Effective Date. (h) Minimum Compensation/benefits. During the term of this Agreement, Company shall compensate each full-time employee at a minimum rate of $XX per hour ($XX,000/year) with benefits. 6. Company's Obligation to Repay Funds. The Parties acknowledge and agree that the funds to be provided by City to Company pursuant to this Agreement are being provided in the form of an economic development loan and are subject to repayment in accordance with the terms and conditions of this Agreement if Company fails to perform its obligations under this Agreement. The Parties further acknowledge and agree that the funds to be provided by City to Company pursuant to this Agreement are being provided in the form of a XX percent (X%) interest loan to be satisfied by payments of principal and interest in installments, the “Repayable Loan”; and/or a “Performance Based Forgivable Loan” to be satisfied by job creation and business operation; each as described in this Loan 3 14 of 30 Agenda Item 6 Agreement to be made by City to Company. The Parties further acknowledge and agree that City shall forgive the entire economic development loan disbursed to Company representing a total of XXXX and 00/100 Dollars ($XXX,XXX) upon Company meeting the following conditions AND/OR The Parties further acknowledge and agree that Company shall repay the Repayable Loan disbursed to Company representing a total of XXX,XXX Dollars and 50/100 ($XXX,XXX) over a five-year period at the rate of XX percent (X%) interest: (a) Company shall have complied with the terms and provisions of Sections 2- 5 of this Agreement in all respects; and (b) If Company remains in compliance with the terms and provisions of Sections 2-5 of this Agreement in all respects, the Repayable Loan will be repayable at a XX-percent (X%) interest rate. The loan shall be repaid in XX (XX) regular monthly installments commencing _______________. Remaining installments shall be due on the first business day of each month thereafter until paid in full. Installments No. X through No. X shall be in the amount of XXXX Dollars ($XXXX). The final installment shall be in the amount of XXXX and XX/100 Dollars ($XXXX) or any greater or lesser amount as may be required to pay the remaining principal amount of the loan plus any accrued and unpaid interest. The loan will be memorialized in a promissory note, a copy of which is marked Exhibit X, attached hereto and incorporated herein. (c) If Company remains in compliance with the terms and provisions of Sections 2-5 of this Agreement in all respects, the Performance Based Forgivable Loan will be forgiven pursuant to the following schedule and will be memorialized in a promissory note, a copy of which is marked as Exhibit X, attached hereto and incorporated herein: (i) On the first (1st) anniversary of the Effective Date, (fraction) or _______ and No/100 Dollars ($XXX,XXX) of the Economic Development Loan shall be forgiven; (ii) On the second (2nd) anniversary of the Effective Date, (fraction) or _______ and No/100 Dollars ($XXX,XXX) of the Economic Development Loan shall be forgiven; (iii) On the third (3rd) anniversary of the Effective Date, (fraction) or _______ and No/100 Dollars ($XXX,XXX) of the Economic Development Loan shall be forgiven; (iv) On the fourth (4th) anniversary of the Effective Date, (fraction) or _______ and No/100 Dollars ($XXX,XXX) of the Economic Development Loan shall be forgiven; and, (v) On the fifth (5th) anniversary of the Effective Date, (fraction) or _______ and No/100 Dollars ($XXX,XXX) of the Economic Development Loan shall be forgiven, and (d) The loan will be memorialized in a promissory note, a copy of which is marked Exhibit X, attached hereto and incorporated herein. 7. Default. In the event that Company fails to comply with any of the terms of 4 15 of 30 Agenda Item 6 this Agreement, City may declare Company to be in breach. Any such declaration shall be in writing and delivered to Company at its last known address. In the event that City declare Company to be in breach, all amounts owing to City by the Company pursuant to this Agreement shall immediately become due and owing by Company to City and if unpaid shall accrue interest at the rate of six percent (6%) per annum until such amounts are repaid in full. 8. Actions after Effective Date. From time to time after the Effective Date, without further consideration, each of the Parties will execute and deliver such documents and instruments, as any other Party shall reasonably request to give full effect to the transactions contemplated by this Agreement. 9. Term. This Agreement (and all representations, covenants, agreements, obligations and warranties of Company and the City contained in this Agreement), shall remain in full force and effect until the Company has repaid or been forgiven of all loan amounts pursuant to Section 6, of this Agreement (such date shall be the "Termination Date"). From and after the Termination Date, this Agreement shall be of no further force or effect and no Party shall have any further obligations pursuant to this Agreement. 10. Amendment. No amendment or modification of this Agreement shall be binding on any Party unless the same shall be in writing and signed by all Parties. 11. Communication. Company agrees to inform City of any changes in Company's address, telephone number, email address or leadership within three (3) business days of such changes. Company also agrees to fully respond within fifteen (15) calendar days to any request for information from City related to Company's compliance with the terms of this Agreement. All responses to inquiries shall be in writing and provided to: City at the following address: Company at the following address: Fremont City Clerk Company 400 East Military Avenue Street Address Fremont, NE 68025 City, State Zip 12. Indemnification. Company agrees to indemnify, defend and hold City and their employees, officers, directors, agents, attorneys, affiliates and their respective successors and assigns (collectively, the "Indemnified Parties") harmless from and against any and all loss, liability, obligation, damage, penalty, judgment, claim, deficiency and expense (including interest, penalties, attorneys' fees and amounts paid in settlement) to which the Indemnified Parties may become subject arising out of or based upon a breach or default by Company of this Agreement or the performance or non-performance of the Agreement. 13. Expenses. The Parties shall all pay their respective expenses incident to the preparation, execution and consummation of this Agreement. 14. Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors and assigns (including, without limitation, any purchaser of, or successor to, Company whether by purchase, merger, consolidation, reorganization, liquidation or any other type of transaction). 5 16 of 30 Agenda Item 6  15. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 16. Non-Waiver. Waiver of or acquiescence by City in any default by Company, or any failure of City to insist upon strict performance by Company of any warranties, agreements or other obligations contained in this Agreement shall not constitute a waiver of any subsequent or other default, failure or waiver of strict performance, whether similar or dissimilar. 17. Relationship of Parties. The Parties have entered into this Agreement solely for the purposes set forth in this Agreement. Nothing contained in this Agreement shall be construed to create or imply any (a) partnership or joint venture by or among of the Parties, or (b) any principal and agency relationship by or among the Parties. 18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Nebraska, without giving effect to its conflict of laws principles. 19. Entire Agreement. This Agreement and the documents referred to in this Agreement constitute the entire agreement of the Parties respecting the subject matter contained in this Agreement and supersede any prior offers, understandings, agreements or representations by and between the Parties, written or oral, which may have related to the subject matter of this Agreement in any way. 20. Counterparts. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but which together shall constitute the same instrument. IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first above written. _______________, a Nebraska Limited Liability Company By: ____________________________________ Its: ____________________________________ By: ____________________________________ Its: ____________________________________ By: ____________________________________ Its: ____________________________________ 6 17 of 30 Agenda Item 6  City of Fremont, Nebraska By: ____________________________________ Joey Spellerberg Its: Mayor 7 18 of 30 Agenda Item 6 EXHIBIT “A” PROMISSORY NOTE PERFORMANCE-BASED FORGIVABLE LOAN ______________ ____, 2022 $XXX,XXX Fremont, Nebraska For Value Received, the undersigned, and __________________, a Nebraska corporation (hereinafter referred to as the “Maker”), promises to pay to the City of Fremont, Nebraska, a political subdivision of the State of Nebraska, (the “Lender”), the principal sum of _____________________ and no/100 dollars ($XXX,XXX) together with interest to accrue thereon at the rate of six percent (6%) per annum compounded annually as provided herein. The term of this Promissory Note will be XX (X) years from the date of the execution of this Promissory Note, and that certain Economic Development Agreement dated on even date herewith (the “Agreement”). The amounts due from Maker under this Promissory Note maybe forgiven as follows: i) On the first (1st) anniversary of the Effective Date, (fraction) or _______ and No/100 Dollars ($XXX,XXX) of the Economic Development Loan shall be forgiven; ii) On the second (2nd) anniversary of the Effective Date, (fraction) or _______ and No/100 Dollars ($XXX,XXX) of the Economic Development Loan shall be forgiven; iii) On the third (3rd) anniversary of the Effective Date, (fraction) or _______ and No/100 Dollars ($XXX,XXX) of the Economic Development Loan shall be forgiven; iv) On the fourth (4th) anniversary of the Effective Date, (fraction) or _______ and No/100 Dollars ($XXX,XXX) of the Economic Development Loan shall be forgiven; and, v) On the fifth (5th) anniversary of the Effective Date, (fraction) or _______ and No/100 Dollars ($XXX,XXX) of the Economic Development Loan shall be forgiven, and Otherwise performs all Maker’s obligations to Lender under this Note and the Agreement. If Maker fails to create and maintain the jobs for the required period(s) described below: (i) _____ (XX) full time equivalent jobs in its company in Fremont, Nebraska in the XX (X) years from the date of the execution of this Promissory Note, and (ii) Maintains those jobs in its company in Fremont, Nebraska for a minimum period of XX (X) years from the date of agreement. or otherwise fails to perform its duties under this Promissory Note, the Agreement, or should any of the ownership interests in Maker be transferred to a third party, then in any such event, Maker Page 1|3 19 of 30 Agenda Item 6 shall be in default under this Promissory Note and the Agreement, and agrees that Lender may in its sole discretion elect to accelerate the amounts due under this Promissory Note. Maker further agrees to pay all Lender’s reasonable costs of collection including attorney fees to the extent allowed by applicable law. All payments and any notice to the Lender shall be sent to the Lender by sending the same to: Fremont City Clerk, 400 East Military Avenue, Fremont, Nebraska, 68025, or such other address as is designated by the Lender in writing. Any notices given to the Maker by Lender will be deemed sufficient and given if sent to the Maker at the following address: ____________________, or at such other address as the Maker will have designated to the Lender in writing. Lender’s notices shall be deemed given when sent and Maker’s notices to Lender will be deemed given when actually received by Lender. This Promissory Note is secured by a Security Agreement and the personal guarantees of __________________. The undersigned: (a) Waives demand, presentment, protest, notice of protest, and suit against any party and all other requirements necessary to hold it; and (b) Waives as to the amount due hereunder, all rights of exemption under the constitution or laws of the State of Nebraska or any other state as to personal property. This Promissory Note and all provisions are binding on the Maker, its successors and assigns, and will inure to the benefit of the Lender, its successors and assigns. The Lender does not by any act, delay, omission or otherwise has waived any of its rights or remedies, and no waiver of any kind is valid against the Lender unless in writing and signed by the Lender. This Promissory Note is governed by and construed in accordance with the laws of the State of Nebraska. This Promissory Note may not be amended or modified in whole or in part except by written agreement by both of the parties hereto. Any dispute involving or relating to this Promissory Note or the Agreement, including but not limited to the parties’ conduct in entering into any of them, any oral representations or agreements related thereto and the performance of any of these agreements, shall be litigated exclusively in the state courts located in Dodge County, Nebraska. The parties consent to personal jurisdiction in the State of Nebraska and to venue in Dodge County, Nebraska, or in the United States District Court for the District of Nebraska with trial in Omaha, and agree not to contest or to change venue from such location. The parties hereby waive any and all rights they may have to a jury trial in connection with any litigation commenced by or against Lender with respect to the rights and obligations of the parties under this Promissory Note or the Agreement whether sounding in tort, contract, or other theory. Dated and executed as of the date first written above. (Company___________________________ Page 2|3 20 of 30 Agenda Item 6  By: ___________________________________ Its: By: ___________________________________ Its: WITNESS: ______________________________________ Page 3|3 21 of 30 Agenda Item 6  PERSONAL GUARANTY THIS GUARANTY made as of the ____ day of ______________ 2022 by ___________ (hereinafter referred to as “Guarantor”), to and for the benefit of the City of Fremont, having its principal place of business at 400 East Military Avenue, Fremont, Nebraska 68025, (hereinafter referred to as “Lender”), hereby recites promises and pledges as follows: WITNESSETH WHEREAS, COMPANY (hereinafter referred to as “Debtor”) has applied to Lender for a loan in the amount of XXX,XXX and 00/100 dollars ($XXX,XXX) in the form of a performance-based forgivable loan, to be evidenced by its notes or bonds (hereinafter referred to as “Note”, whether one or more); and, WHEREAS, to induce Lender to make said loan, the Guarantor has agreed with Lender to guarantee the payment of principal and interest and any other charges provided for in the Note and the performance by the Debtor of all the covenants on his part to be performed as recited in the loan agreement and the note and observed pursuant to the provisions thereof. NOW, THEREFORE, in consideration of the promises herein, and for the sum of One Dollar ($1.00) in hand paid by Lender to the Guarantor at or before the delivery of this Guaranty, the receipt of which is hereby acknowledged, the Guarantor: 1. Unconditionally and absolutely guarantees the due and punctual payment of the principal of the Note, the interest thereon and any other moneys due or which may become due thereon, of all the other terms, covenants and conditions of the Note, whether according to the present terms thereof, at any earlier or accelerated date or dates as provided therein, or pursuant to any extension of time or to any change or changes in the terms, covenants and conditions thereof now or at any time hereafter made or granted. 2. Waives exhaustion of legal remedies, diligence, presentment and demand for payment, notice of dishonor, protest, notice of protest, extension of time or payment, notice of acceptance of this Guaranty, non-payment at maturity and indulgences and notices of every Note or Mortgage, and to any and all changes in the terms, covenants and conditions thereof hereafter made or granted and to any and all substitutions, exchanges or releases of all or any part of the collateral therefor; it being the intention hereof that the Guarantor shall remain liable hereunder until the final amount of the Note, with interest, and any other sums due or to become due thereon, shall have been fully paid and the terms, covenants and conditions of the Note shall have been fully performed and observed by the Debtor, notwithstanding any act, omission or thing which might otherwise operate as a legal or equitable discharge of the Guarantor. 3. No payment or performance by Guarantor pursuant to this Guaranty shall give Guarantor any right or subrogation to any rights or remedies of Lender against the Borrower or any collateral or security for any or all of the Guaranteed Obligations. Guarantor waives all Page 1|3 22 of 30 Agenda Item 6  rights of subrogation to any rights or remedies of Lender against the Borrower or any collateral or security for any or all of the Guaranteed Obligations. 4. Agrees that this Guaranty may be enforced by Lender without first resorting to or exhausting any other security or collateral and without first having recourse to the Note or any of the property owned by Guarantor or otherwise; provided, however, that nothing herein contained shall prevent Lender from suing on the Note with or without making the guarantor a party to the suit or from exercising any other rights thereunder and is such suit, foreclosure or other remedy is availed of only that net proceeds therefrom, after deduction of all charges and expenses of the amount due on the Note and Lender shall not be required to institute or prosecute proceedings or to recover any deficiency as a condition of payment hereunder or enforcement hereof. At any sale of the security or collateral for the indebtedness or any part thereof whether by foreclosure of otherwise Lender may at its discretion purchase all or any part of such collateral so sold or offered for sale for its own account and may apply against the amount bid therefor an equivalent amount of the balance due it pursuant to the terms of the Note. 5. Agrees that in the event this Guaranty is placed in the hands of an attorney for enforcement, the Guarantor will reimburse Lender for all expenses incurred, including reasonable attorney’s fees. 6. Agrees that the Guarantor’s obligation to make payment in accordance with the terms of this agreement shall not be impaired, modified, changed, released or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Debtor or its estate in bankruptcy resulting from the operation of any present or future provisions of the U.S. Bankruptcy Code or other statute, or from the decision of any court. 7. Agrees that if the Guaranty is executed by more than one guarantor, all obligations of the parties thereto shall be joint and several. 8. Agrees that in this Guaranty, unless the context requires otherwise, words in the singular number include the plural and in the plural include the singular, and words in the masculine gender include the feminine and the neuter. 9. Agrees that his Guaranty shall inure to the benefit of and may be enforced by Lender and any subsequent holder of the Note and shall be binding upon and enforceable against the Guarantor, his heirs, legal representatives, successors and assigns. IN WITNESS WHEREOF, the Guarantor has executed this instrument as of the day and year first written. Page 2|3 23 of 30 Agenda Item 6  _______________________________________ NAME In the presence of: ___________________________________ Witness STATE OF NEBRASKA ) } ss. County of _________ ) Subscribed and sworn to before me this ____ day of _____________ 2021. _______________________________________ Notary Public Page 3|3 24 of 30 Agenda Item 6  SECURITY AGREEMENT THIS SECURITY AGREEMENT (hereinafter referred to as this “Agreement”) is made and entered into effective as of the ____ day of ______________, 2022 (the "Effective Date"), by and among the City of Fremont, Nebraska ("City") and ________________________, a Nebraska Limited Liability Company ("Company") (City and Company, each a "Party" and collectively, the "Parties"). RECITALS WHEREAS, on ____________, _______, 2022, the Company entered into an Economic Development Agreement in which the Company was approved as a qualifying business under the City’s Local Option Economic Development Plan, and that the Company would receive a XXXXX ($XXX,XXX) loan towards the Company’s project; and WHEREAS, pursuant to the terms of the Economic Development Agreement, the Company has executed and delivered a promissory note in favor of the City in the principal amount of $XXX,XXX plus applicable interest (hereinafter referred to as the “Note”); and WHEREAS, to secure the Note, the Company has agreed to grant to the City a security interest in the Company’s assets identified in Exhibit “A” attached hereto, and incorporated herein by this reference (the “Assets”), to secure the Company’s payment and performance of the Note. NOW, THEREFORE, in order to consummate the intent of the parties as set forth in the foregoing recitals, the parties hereby agree as follows: 1. Grant of Security Interest and Pledge of Collateral. To secure payment of the Indebtedness (hereinafter defined) and all obligations of Company to City under the Note, the Company hereby pledges and grants to the City a security interest in the Assets only, together with all substitutions, replacements, products and proceeds therefrom (collectively referred to as the “Collateral”). 2. Indebtedness. The security interest in the Collateral is given to secure the payment and performance of all obligations owed by Company arising under the Note. The foregoing obligations shall be collectively referred to herein as the “Indebtedness.” 3. Cooperation. The Company will, from time to time, perform acts and execute documents reasonably requested by the City, including the executing, delivering or filing of financing statements, amendments, partial releases or releases of financing statements, and renewals and continuations thereof, in order to create, perfect, maintain and enforce a valid lien upon, pledge of, or security interest in the Collateral in the City’s favor. 4. Power of Attorney. Upon the occurrence and continuation of an Event of Default, as defined herein, the Company appoints the City as the Company’s true and lawful attorney in- fact, irrevocably, with full power of substitution to do the following: (a) to demand, collect, receive, receipt for, sue and recover all sums of money or other property which may now or hereafter become due, owing or payable from the Collateral; (b) to execute, sign and endorse any and all assignments, claims, instruments, receipts, checks, drafts or warrants issued with respect to the Collateral; and (c) to settle or compromise any and all claims arising with respect to the Collateral, 1 25 of 30 518058 Agenda Item 6 and, in the place and stead of the Company, to execute and deliver their release and settlement for any such claim. The City agrees not to exercise the City’s rights under this power of attorney until such time as an Event of Default as defined herein has occurred. 5. Representations and Warranties. Company represents and warrants: (a) Debt. The Company is justly indebted to the City for the obligations secured and has no set off or counterclaim with respect thereto. (b) Possession and Ownership. The Collateral is or will be in Company’s possession (except for equipment or inventory provided to Company’s customers in the ordinary course of business) and Company has or will acquire absolute title thereto and will defend the Collateral against the claims and demands of all persons other than the City, except for purchase money security interests and similar priority claims and except those parties to which the City has subordinated its interests. Company has full right and power to grant the security interest herein to the City. (c) Liens and Encumbrances. No financing statement covering the Collateral or other filing evidencing any lien or encumbrance on the Collateral is on file in any public office and there is no lien, security interest or encumbrance on the Collateral except for the security interest held by the City pursuant to this Agreement. (d) Truth of Representations. All information, statements, representations, and warranties made by Company herein and in or any other writing executed prior to or substantially contemporaneously herewith are true, accurate and complete in all material respects. (e) Location. Company has its chief executive office, principal place of business and place where it keeps it records concerning the Collateral at ___________________________. (f) Authority. Company has full authority to enter into this Agreement and in so doing is not violating any law, regulation, or agreement with third parties. This Agreement has been duly and validly authorized by all necessary corporate action, if any. 6. Covenants. Company covenants and agrees: (a) Liens and Encumbrances. Company shall keep the Collateral free and clear of liens, encumbrances, security interests, and other claims of third parties that would have priority over the security interest granted in this Agreement and will, at Company’s expense, defend the Collateral against the claims and demands of all third parties. Company shall promptly pay and discharge any indebtedness owing to any third party who, by reason of said indebtedness, could obtain or become entitled to a lien or encumbrance on the Collateral that would have priority over the security interest granted in this Agreement, other than such indebtedness being contested in good faith and with respect to which adequate reserves have been established. (b) Protection of Value. Company shall use the utmost care and diligence to protect and preserve the Collateral, and shall not commit nor suffer any waste to occur with respect to the Collateral. In pursuance of the foregoing, Company shall maintain the 2 26 of 30 518058 Agenda Item 6  Collateral in good condition and repair and shall take such steps as are necessary to prevent any impairment of the value of the Collateral. (c) Taxes. Company shall promptly pay and discharge any and all taxes, levies and other impositions made upon the Collateral which may give rise to liens upon the Collateral if unpaid or which are imposed upon the creation, perfection or continuance of the security interest provided for herein, other than taxes being contested in good faith and with respect to which adequate reserves have been established. (d) Insurance. All risk of loss of, damage to or destruction of the Collateral shall at all times be on Company. Company shall procure and maintain, at its own expense, insurance covering the Collateral against all risks under policies for the duration of this Agreement (except for equipment provided to Company’s customers in the ordinary course of business) and shall list the City as loss payee. (e) Other Documents. Company shall execute such further documents as may be requested by the City to obtain and perfect a security interest in the Collateral, including without limitation, Uniform Commercial Code Financing Statements and amendments thereto. A carbon, photographic or other reproduction of this Agreement or of any financing statement signed by Company shall have the same force and effect as the original for all purposes of a financing statement. 7. Affirmative Representations, Warranties and Covenants. The Company represents, covenants, and warrants that (a) the Company is the owner of the Collateral; and (b) the person executing this Security Agreement is duly authorized and empowered to execute this Security Agreement on the Company’s behalf. 8. Events of Default. The Company shall be in default under this Security Agreement upon the occurrence of any of the following events or conditions (each of the following constituting an “Event of Default”): (a) failure by the Company to timely pay any Indebtedness to the City including when due; (b) breach, default, termination, or failure to perform by the Company of any material obligation, covenant, warranty, agreement, or promise to the City under this Agreement; (c) this Agreement or the Note ceases to be in full force and effect or is in any manner deemed unenforceable, including the failure of such documents to create or maintain a valid security interest in favor of the City in the Collateral; (d) the commencement of any suit, foreclosure or forfeiture proceeding against the Company, entry of any judgment, restraining order, or injunction against the Company, or the instigation of any action to enforce any such judgment, restraining order or injunction, which materially and adversely effects the Company’s operations or ability to repay the Indebtedness or perform the Company’s obligations under this Agreement; or (e) dissolution, termination of existence, or insolvency of the Company. Insolvency means the Company’s inability to generally pay the Company’s debts in the ordinary course of business as they become due or that the Company’s liabilities exceed its assets. 9. Rights and Remedies of Secured Party. The City shall have all of the rights and remedies provided at law and in equity and in the Uniform Commercial Code and in addition thereto and without limitation thereon shall have the following rights which may be exercised singularly or concurrently: 3 27 of 30 518058 Agenda Item 6  (a) Inspection. The City may at any time, with or without notice, enter upon Company’s premises or any other place where the Collateral is located to inspect and examine the same and, if Company is in default, to take possession thereof. (b) Performance by the City. If the Company fails to perform any of its obligations hereunder, the City may, at its sole discretion, pay or perform such obligations for Company’s account and may add any cost or expense thereof to the obligations secured hereby. (c) Acceleration. Upon failure of the Company to cure any default within the applicable cure period, the City may, without demand or notice to the Company, accelerate all of the obligations secured hereby and proceed to enforce payment of the same with or without first resorting against the Collateral. (d) Proceed Against Collateral. Upon default not cured within the applicable cure period, the City may: (i) require Company to make the Collateral available to the City at a place to be designated by the City; and (ii) take possession of the Collateral, proceeding without judicial process or by judicial process and sell, retain or otherwise dispose of the Collateral in full or partial satisfaction of the obligations secured hereby. (e) Deficiency. Upon default, and after any disposition of the Collateral, the City may sue the Company for any deficiency remaining. 10. Remedies Upon Default/Transfer of Additional Units. Upon the occurrence of any Event of Default by the Company, the City shall be entitled to have and enforce all the rights and remedies available under this Agreement, by statute, contract, at law and/or in equity, including but not limited to the right to declare all Indebtedness owed to the City immediately due and payable. 11. Amendments. No modifications or amendments of this Agreement will be effective unless made in writing and signed by the City and the Company. 12. Interpretation; Governing Law; etc. The invalidity or unenforceability of any provision in the Agreement shall not affect the validity or enforceability of any other provision in this Agreement, and any invalid or unenforceable provision shall be modified so as to be enforced to the maximum extent of its validity and enforceability. This Agreement, and any issue, claim or proceeding arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws (other than the conflict of laws rules) of the State of Nebraska. 13. Review of Counsel; Construction. Each party hereto acknowledges that it and its counsel have received, reviewed and been involved in the drafting of this Agreement and the agreements referenced herein to be executed at closing and that normal rules of construction, to the effect that ambiguities are to be resolved against the drafting party, shall not apply. This Agreement represents the mutual agreement of the parties hereto and shall not be construed more strongly against or in favor of either party. 14. Counterparts. This Security Agreement may be signed in any number of counterparts, and signature to any one counterpart shall be deemed signature to all counterparts, which when taken together shall constitute one agreement. 4 28 of 30 518058 Agenda Item 6  15. Capitalized Terms. Capitalized terms used and not otherwise defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement. EXECUTED EFFECTIVE as of the date first above written. __________________________________, a Nebraska Limited Liability Company By: ____________________________________ Its: ____________________________________ By: ____________________________________ Its: ____________________________________ By: ____________________________________ Its: ____________________________________ City of Fremont, Nebraska By: ____________________________________ Joey Spellerberg Its: Mayor 5 29 of 30 518058 Agenda Item 6  EXHIBIT “A” (a) All of the Company’s tangible and intangible operating business assets, properties, leases, rights and interests pertaining to the business, including, but not limited to, all furniture, fixtures, appliances, equipment, inventory, motor vehicles (including vehicles covered by certificate of title), supplies, trade names, trademarks, service marks, goodwill, unemployment compensation accounts, business records, and lists now owned or hereafter acquired by the Company and wherever located; (b) All rights to receive the payment of money, including, but not limited to, accounts receivable, contract rights, chattel paper, instruments, investment properties, cash proceeds, commercial tort claims, deposit accounts, encumbrances, letter of credit rights, letters of credit, documents, leases, and money now or hereafter in existence and all proceeds thereof; (c) All rights to receive profits or surplus of, or other distributions (including income, return of capital and liquidating distributions) from, any corporation, partnership, joint venture or limited liability company; and (d) All computer software, designs, models, know-how, trade secrets, rights in proprietary information, formulas, customer lists, backlog, orders, subscriptions, royalties, catalogues, sales material, documents, good will, inventions, processes, and all other general intangibles. 6 30 of 30 518058 Agenda Item 6