EXHIBIT 10.8
--------------------------------------------------------------------------------
INDUSTRIAL NEW JOBS
TRAINING AGREEMENT
between
Iowa Lakes Community College
Estherville, Iowa (the "Community College")
and
Hydrogen Engine Center, Inc.
Dated as of August 23, 2005
--------------------------------------------------------------------------------
Relating to
$160,000
Iowa Lakes Community College
Estherville, Iowa
Industrial New Jobs Training Certificates
(Hydrogen Engine Center, Inc. Project)
Series 2005
INDUSTRIAL NEW JOBS TRAINING AGREEMENT
This Industrial New Jobs Training Agreement (the "Agreement") made and
entered into as of August 23, 2005, between Iowa Lakes Community College,
Estherville, Iowa (the "Community College"), Merged Area III (the "Merged Area")
and Hydrogen Engine Center, Inc. (the "Employer"), under the following
circumstances:
A. Pursuant to the Iowa Code Chapter 260E, Code of Iowa, as amended
(the "Act"), the Community College and Employer have determined to enter into
this Agreement for purposes of establishing a Project to educate and train
certain persons employed by Employer in new jobs within the Merged Area.
B. The Community College and the Employer each have full right and
lawful authority to enter into this Agreement and to perform and observe the
provisions hereof on their respective parts to be performed and observed.
NOW, THEREFORE, in consideration of the premises and the mutual
representations and agreements hereinafter contained, the parties hereto agree
as follows:
ARTICLE I
DEFINITIONS
Section 1.1. "Certificates" mean Iowa Lakes Community College
Industrial New Jobs Training Certificates authorized to be issued by the
Resolution.
Section 1.2. "Debt Service" means the payment of the principal,
premium, if any, and interest on the Certificates in accordance with the
Resolution adopted by the Board of Directors of the Community College
authorizing the issuance of the Certificates.
Section 1.3. "Program Costs" mean all necessary and incidental costs of
providing Program Services for the Project including the deferred costs of
Certificate issuance and Debt Service. Attached hereto as Exhibit "B" and
incorporated herein by this reference is a copy of the tentative budget of the
Community College and the Employer relating to the Project.
Section 1.4. "Program Services" for the Project are as tentatively set
forth on Exhibit "C" attached hereto and incorporated herein by this reference.
Exhibit "C" sets forth the number of new jobs to be trained, the expected
beginning and ending date of the training to be provided, the length of time
each new job category will be provided training, the estimated costs, the
training that will be provided and expected date by which the number of new jobs
will be filled. Only such Program Services as are defined in Section 260E.2(14)
of the Act may be provided by the Community College and paid for as Program
Costs.
-2-
Section 1.5. The "Project" shall consist of this Agreement entered into
between the Community College and the Employer to provide Program Services for
persons to be employed in new jobs at the Project Site in the City of Algona,
Kossuth County, Iowa.
Section 1.6. "Project Fund" means a special fund of the Community
College into which the proceeds from the issuance and sale of the Certificates
shall be deposited and which shall be used to pay Program Costs and for no other
purpose.
Section 1.7. "Project Site" means the real estate (including
improvements constructed or to be constructed thereon) described in Exhibit "A",
attached hereto and incorporated herein by reference, where Employer's facility,
where new jobs will be created, is located.
Section 1.8. "Resolution" means the Resolution authorizing the issuance
of Industrial New Jobs Training Certificates to be adopted by the Community
College in connection with the Project.
Section 1.9. "Revenue Fund" means the special tax fund created in the
Resolution in order to pay the principal of and interest on Certificates issued
in connection with the Project.
Other terms used in this Agreement shall have the meanings set out in
Chapter 260E, Code of Iowa, as amended.
ARTICLE II
PROJECT; PROGRAM SERVICES
Section 2.1. The Community College agrees to provide the Program
Services to the extent of funds available for that purpose in the Project Fund.
It is understood and agreed that the Employer and the Community College will
cooperate in the coordination and programming of the specific expenditures and
operation of the Project within the guidelines set out in this Agreement and
Exhibits B and C. The Community College may, in its discretion, subcontract with
other entities or persons to provide all or part of the Program Services. It is
understood and agreed that the Program Services set forth in Exhibit C are
tentative and are subject to change, within the budget for the Project, upon the
mutual agreement of the Community College, acting through its appropriate
officials, and the Employer. This initial budget may be modified in the sole
discretion of the Community College and upon mutual agreement in the manner
provided in Section 6.5 hereof to revise program services or to provide for
additional Program Services if interest rates upon sale of the Certificates are
significantly higher or lower than expected or through the issuance of
additional Certificates to the extent additional funds may be available through
the creation of additional new jobs at the Project Site.
Section 2.2. The Community College and Employer agree that all
necessary and incidental costs, including deferred costs, of the Project,
including but not limited to Program Services and training, legal and
underwriting fees, on-the-job training, Community College administrative costs,
related costs and Debt Service may be paid from one or a combination of the
following sources: (a) new jobs credit from withholding as provided in Section
260E.5 of the Act; and (b) tuition, student fees, or special charges fixed by
the Board of Directors of the Community College to defray Program Costs in whole
-3-
or in part. Withholding shall be placed in the Revenue Fund established in the
Resolution and used exclusively for purposes of the Project. Tuition, student
fees or special charges, if any, shall be placed in the Project Fund and used
exclusively for purposes of the Project.
Section 2.3. The Community College and Employer agree that the receipts
from the new jobs credit from withholding and the Revenue Fund may be
irrevocably pledged by the Community College for the payment of the principal
of, premium, if any, and interest on the Certificates to be issued by the
Community College to finance or refinance the Project.
Section 2.4. The term of the Agreement shall not exceed ten (10) years
from the date of this Agreement and shall coincide with the period of time over
which the Certificates mature and the Project costs are deferred.
Section 2.5. The Community College may revise or expand the Program
Services from time to time with the consent of the Employer, provided that no
revision shall be made which would change the Project to purposes other than
purposes permitted by Chapter 260E of the Act and provided further, that this
Agreement shall not terminate until any Certificates issued in connection with
the Project shall have been paid in full.
Section 2.6. The Certificates will be issued pursuant to the Resolution
adopted by the Board of Directors of the Community College in the aggregate
principal amount, bearing interest, maturing and being redeemable as set forth
in the Resolution. Upon final determination of the interest rates for the
Certificates a final payment schedule shall be prepared and become a part of
this Agreement.
The proceeds from the sale of the Certificates shall be paid to the
Community College and deposited in the Project Fund established by the Community
College. The Project Fund shall be used only for purposes of the Project.
Pending disbursement for Program Services and Program Costs, the proceeds so
deposited in the Project Fund, together with any investment earnings thereon,
shall be subject to a lien in favor of the holders of the Certificates as
provided in the Resolution authorizing the Certificates.
Section 2.7. In the event there are insufficient funds to pay all of
the cost of the Program Services set forth in Exhibit "C", the Employer may
request all Program Services set forth in Exhibit "C" be provided to Employer by
the Community College upon payment by the Employer to the Community College of
such additional amount as is necessary to pay for all of the Program Services
set forth in Exhibit "C". If the Employer should pay any portion of such costs,
it shall not be entitled to any reimbursement therefor from the Community
College; nor shall it be entitled to any abatement, diminution or postponement
of payments under this Agreement, provided however, that the Employer will be
entitled to reimbursement without interest of its own funds from the Project
Fund or the Revenue Fund when a surplus exists and the Community College
determines that such surplus is not needed to satisfy other Program Costs and
the Certificates have been paid in full both as to principal and interest. Any
such payments received or to be received from Employer under this Section shall
not be pledged to payment of the Certificates under the Resolution.
-4-
Section 2.8. In the event Certificates are not issued by the Community
College, the Employer agrees to pay to the Community College a sum equal to the
necessary and incidental costs actually incurred by the Community College which
would have been paid from the funds available from the sources described in
Section 2.2 of this Agreement if the Certificates had been issued by the
Community College.
Section 2.9. Investment earnings on the funds deposited in the Project
Fund shall be used, to the extent that the Community College determines that
investment earnings are available and not needed for Debt Service on the
Certificates, to provide program services in addition (in amount or kind) to
those Program Services set forth in Exhibit "C" or to reimburse the Employer for
the cost of program services which are otherwise non-reimbursed under this
Agreement.
Section 2.10. The Employer certifies that Employer's "base employment
level" as that term is defined in Section 422.33(6) of the Code of Iowa, as
amended, is zero as of May 17, 2005, the date of the Preliminary Industrial New
Jobs Training Agreement.
ARTICLE III
PAYMENTS; SECURITY
Section 3.1. The Employer shall cooperate in causing the necessary
payments from the sources set forth in Section 2.2 to be made into the Revenue
Fund and the Project Fund of the Community College.
Section 3.2. The Community College agrees that the Revenue Fund shall
be pledged for the payment of the principal of and premium, if any, and interest
on the Certificates. To the extent provided in Section 260E.3(5) of the Act, the
payments required to be made by the Employer hereunder are a lien upon the
Employer's business property where new jobs are created as a result of the
Project until paid and have equal precedence with ordinary taxes and shall not
be divested by a judicial sale. Property subject to this lien may be sold for
sums due and delinquent at a tax sale, with the same forfeitures, penalties and
consequences as for the nonpayment of ordinary taxes. The purchaser at any such
tax sale shall obtain the property subject to the remaining payments.
Section 3.3. The Employer and Community College agree that this
Agreement is entered into upon the expectation that sufficient funds from new
jobs credit from withholding will be generated to pay the principal of, premium,
if any, and interest on the Certificates. Employer and the Community College
have designed the Project to fit within the funds expected to be available from
the sources of payment set forth in Section, 2.2 of this Agreement.
Section 3.4. If for any reason the funds in the Project Fund or the
Revenue Fund are not sufficient to satisfy the Program Costs including Debt
Service, the Employer, upon at least twenty (20) days written notice that the
funds in the Project Fund or the Revenue Fund are not sufficient, will,
nonetheless, advance to the Community College such amounts as may, from time to
time, be required to satisfy the Program Costs. If theEmployer advances any
amount under this Section, it shall not be entitled to any abatement, diminution
or postponement of other payments required; provided, however, to the extent
-5-
permitted by law, the Employer will be entitled to payment of amounts advanced,
without interest, from the Project Fund or the Revenue Fund when the Community
College determines that a surplus exists, that such surplus is not needed to
satisfy other Program Costs and the Certificates have been paid in full both as
to principal and interest. Any such payments received or to be received from
Employer under this Section shall not be pledged to payment of the Certificates
under the Resolution. The notice required hereunder shall specify the date by
which the Employer is to make the necessary advance; provided, however, in the
absence of such date specified in the notice, the advance shall be due within
twenty (20) days of the date of the notice. The obligation of the Employer
hereunder shall be primary and the Community College may proceed against the
Employer without proceeding against or exhausting any other remedies which it
may have and without resorting to any other security held by the Community
College.
ARTICLE IV
REPRESENTATIONS
Section 4.1. Representations of the Community College. The Community
College represents and covenants that: (a) it is duly organized and validly
existing under the laws of the State of Iowa; (b) it is not in violation of or
conflict with any provisions of the laws of the State of Iowa which would impair
its ability to carry out its obligations hereunder; (c) it is empowered to enter
into the transactions contemplated by this Agreement; and (d) it will do all
things in its power required of it in order to maintain its existence or assure
the assumption of its obligations hereunder by any successor public body.
Section 4.2. Representations and Covenants of the Employer. The
Employer represents and covenants that:
a. It is a corporation organized under the laws of the State
of Iowa and is authorized to do business in the State of Iowa.
b. It has full power and authority to execute, deliver and
perform this Agreement and all other instruments given by the Employer
to secure its performance and to enter into and carry out the
transactions contemplated herein. Such execution, delivery and
performance are not in contravention of law or Employer's articles of
incorporation, bylaws or any indenture, agreement, mortgage, lease,
undertaking or any other restriction, obligation or irstrument to
which the Employer is a party or by which it is bound. This Agreement
has by proper action been duly authorized, executed and delivered by
the Employer and all steps necessary have been taken to constitute
this Agreement a valid and binding obligation of the Employer.
c. There is no litigation or proceeding pending, or to the
knowledge of the Employer threatened, against the Employer or any
other person affecting in any manner whatsoever the right of the
Employer to execute the Agreement or to otherwise comply with its
obligations contained in the Agreement.
-6-
d. The employees to be trained under this Agreement have not
commenced work for the Employer prior to the date of the Preliminary
Agreement entered into between the Community College and the Employer
dated May 17, 2005, and those employees will be employed in new jobs
in connection with the expansion of the Employer's business operations
in the Merged Area.
e. The Employer is an industry, as that term is defined in
Section 260E.2(9) of the Act and in the regulations of the Iowa
Department of Economic Development, and is engaged in providing
products and/or services (other than retail, health or professional
services) in interstate commerce.
f. Each of the jobs covered by this Agreement is a "new job"
as that term is defined in Section 260E.2(l0) of the Act and in the
regulations of the Iowa Department of Economic Development.
g. Employer represents it knowingly assumes the obligations
under Sections 2.8 and 3.4 hereof in the event the sources of payment
described in Section 2.2 are not sufficient to satisfy the Program
Costs in full.
ARTICLE V
EVENTS OF DEFAULT
Section 5.1. Events of Default. Each of the following shall be an
"event of default":
a. The Employer shall cease operation of its facilities at the
Project Site.
b. The Employer shall fail to pay or advance any amount
required to be made by the Employer on or prior to the date on which
such payment-is due and payable and continuing for more than five (5)
business days thereafter.
c. The Employer shall fail to observe and perform any other
agreement, term or condition contained in this Agreement, if such
failure continues for a period of thirty (30) days after notice of
such failure is given to the Employer by the Community College, or for
such longer period as the Community College may agree to in writing;
provided, that if the failure is other than the payment of money and
is of such nature that it cannot be corrected within the applicable
period, such failure shall not constitute an event of default so long
as the Employer institutes curative action within the applicable
period and diligently pursues such action to completion.
d. The Employer shall: (i) admit in writing its inability to
pay its debts generally as they become due; (ii) have an order for
relief entered in any case commenced by or against it under the
federal bankruptcy laws, as now or hereafter in effect; (iii) commence
a proceeding under any other federal or state bankruptcy, insolvency,
reorganization or other similar law, or have such a proceeding
commenced against it and either have an order of insolvency or
reorganization entered against it or have the proceeding remain
undismissed and unstayed for ninety (90) days; (iv) make an assignment
-7-
for the benefit of creditors; or (v) have a receiver or trustee
appointed for it or for the whole or any substantial part of its
property.
e. Any representation or warranty made by the Employer herein
or any statement in any report, certificate, financial statement or
other instrument furnished in connection with this Agreement or with
the sale of the Certificates shall at any time prove to have been
false or misleading in any material respect when made or given.
The declaration of an event of default under Subsection (d) above, and
the exercise of remedies upon any such declaration shall be subject to any
applicable limitations of federal bankruptcy law affecting or precluding such
declaration or exercise during the pendency of or immediately following any
bankruptcy, liquidation or reorganization proceedings.
Section 5.2. Whenever an event of default shall have happened and be
subsisting, the Community College may take whatever action at law or in equity
may appear necessary or desirable to collect the payments and other amounts then
due and thereafter to become due, or to enforce performance and observance of
any other obligation or agreement of the Employer under this Agreement.
Notwithstanding the foregoing, the Community College shall not be obligated to
take any step which in its opinion will or might cause it to expend time or
money or otherwise incur liability unless and until a satisfactory indemnity
bond has been furnished to the Community College at no cost or expense to the
Community College. Any amounts collected as payments or applicable to payments
and any other amounts which would be applicable to payment of principal of,
premium, if any, and interest on the Certificates collected pursuant to action
taken under this Section shall be paid to the holders of the Certificates for
application to such payment.
Section 5.3. No remedy conferred upon or reserved to the Community
College by this Agreement is intended to be exclusive of any other available
remedy or remedies, but each and every such remedy shall be cumulative and shall
be in addition to every other remedy now or hereafter existing at law, in equity
or by statute. No delay or omission to exercise any right or power accruing upon
any default shall impair any such right or power or shall be construed to be a
waiver thereof, but any such right and power may be exercised from time to time
and as often as may be deemed expedient. In order to entitle the Community
College to exercise any remedy reserved to it in this Article, it shall not be
necessary to give any notice, other than such notice as may be expressly
required herein.
Section 5.4. In the event any agreement contained in this Agreement
should be breached by either party and thereafter waived by the other party,
such waiver shall be limited to the particular breach so waived and shall not be
deemed to waive any other breach hereunder.
Section 5.5. If the Community College fails to observe and perform any
obligation, term or condition contained in this Agreement for a period of thirty
(30) days after notice of such failure is given by Employer, or for such longer
period as Employer may agree to in writing, such action or omission will be
considered a default and Employer may take whatever action, at law or in equity,
may appear necessary or desirable, to enforce performance and the observance of
any obligation or term of this Agreement; provided, however, the foregoing shall
not be construed as a waiver of any defense available to the Community College
-8-
nor shall the foregoing be construed as an agreement or concession by the
Community College to take any action or refrain from taking any action
inconsistent with Iowa law governing this Agreement or the operation of the
Community College.
ARTICLE VI
MISCELLANEOUS
Section 6.1. This Agreement may be executed in any number of
counterparts, each of which shall be regarded as an original and all of which
shall constitute but one and the same instrument.
Section 6.2. If any provisions of this Agreement, or any covenant,
stipulation, obligation, agreement, act or action, or part thereof made,
assumed, entered into or taken thereunder or any application thereof, is for any
reason held to be illegal or invalid, such illegality or invalidity shall not
affect any other provision or any other covenant, stipulation, obligation,
agreement, act or action or part thereof, made, assumed, entered into, or taken,
each of which shall be construed and enforced as if such illegal or invalid
portion were not contained herein. Nor shall such illegality or invalidity of
any application thereof affect any legal and valid application thereof, and each
such provision, covenant, stipulation, obligation, agreement, act or action, or
part shall be deemed to be effective, operative, made, entered into or taken in
the manner and to the full extent permitted by law.
Section 6.3. The provisions of this Agreement and the provisions of the
Resolution are to be construed wherever possible so that they will not be in
conflict. In the event such construction is not possible, the provisions of the
Resolution shall prevail.
Section 6.4. This Agreement shall be governed exclusively by and
construed in accordance with the laws of the State of Iowa.
Section 6.5. All notices, requests or other communications hereunder
shall be in writing and shall be deemed to be sufficiently given when mailed by
registered or certified mail, postage prepaid, addressed to the appropriate
Notice Address as follows:
Iowa Lakes Community College
▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Hydrogen Engine Center, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Employer and the Community College shall each designate authorized
representatives to conduct this Agreement. Employer and the Community College
may, by notice given hereunder, designate any further or different addresses to
which subsequent notices, requests or other communications shall be sent.
-9-
Revisions in the Program Services set forth in Exhibit "C" and
resulting adjustments in Program Costs shall be permitted in the sole discretion
of the Community College and must be approved in writing by the above
representatives of the Community College and Employer, their respective
successors or such other individuals as either party designates in the manner
set forth herein.
Section 6.6. All covenants, stipulations, obligations and agreements of
the Community College contained in this Agreement shall be effective to the
extent authorized and permitted by applicable law. No such covenant,
stipulation, obligation or agreement shall be deemed to be a covenant,
stipulation, obligation or agreement of any present or future member, officer,
agent or employee of the Community College or the Board of Directors other than
in his official capacity, and neither the members of the Board of Directors nor
any official executing the Certificates shall be liable personally on the
Certificates or be subject to any personal liability or accountability by reason
of the issuance thereof or by reason of the covenants, stipulations, obligations
or agreements of the Community College contained in this Agreement.
Section 6.7. This Agreement shall inure to the benefit of and shall be
binding in accordance with its terms upon the Community College, the Employer
and their respective permitted successors and assigns provided that this
Agreement may not be assigned by the Employer without the express written
consent of the Community College and may not be assigned by the Community
College except as may otherwise be necessary to enforce or secure payment of the
principal of, premium, if any, and interest on the Certificates.
Section 6.8. Employer covenants and agrees to keep the facilities
continuously insured against loss or damage by fire, lightning, such other
perils as are covered by standard "extended coverage" endorsements, vandalism
and malicious mischief and containing customary loss deductible provisions.
Section 6.9. The Community College agrees to use its best efforts to
sell and issue the Certificates and the Employer will cooperate with the
Community College to provide necessary financial information in connection with
the sale of the Certificates. The Community College and the Employer shall agree
upon a schedule of principal and interest payments prior to the issuance of
Certificates. It is understood and greed that should the Certificates not be
marketed or marketable within a reasonable time that this Agreement may be
terminated and the Project terminated; provided, however, the obligation of the
Employer under Section 2.8 hereof shall continue following any such termination.
Section 6.10. Disbursement to the Employer for Program Services under
this Agreement shall be made by the Treasurer of the Community College upon
receipt of vouchers approved by the Board of Directors of the Community College.
Employer agrees that payments received shall only be used for purposes of the
Project.
Section 6.11. Except as provided in Section 6.12 herein, no monies
disbursed to the Employer from the proceeds of the Certificates will be used
directly or indirectly to finance land, facilities or depreciable property (or
an interest therein) of the Employer or other private person.
-10-
Section 6.12. No monies disbursed to the Employer from the proceeds of
the Certificates will be used directly or indirectly for the acquisition of any
property (or an interest therein) unless the first use of such property is
pursuant to such acquisition and such property is used exclusively for Training
or the cost of acquisition is proportionally allocated to Training based upon
actual usage for Training.
Section 6.13. No monies disbursed to the Employer from the proceeds of
the Certificates will be used directly or indirectly to provide any airplane,
skybox or other private luxury box, health club facility, facility primarily
used for gambling or store the principal business of which is the sale of
alcoholic beverages for consumption off premises.
Section 6.14. Employer agrees that it shall provide all information
requested by the College, the Iowa Department of Economic Development or the
Iowa Department of Education for purposes of establishing a consistent and
meaningful database to track aggregate wages of employees over time and evaluate
the effectiveness of job training programs. Such information shall include the
Social Security numbers of all individual employees for which withholding credit
is claimed as a part of the Project. Such information shall be provided directly
to the College.
ARTICLE VII
SUPPLEMENTAL NEW JOBS CREDIT FROM WITHHOLDING
Certain jobs included in the Project are eligible for a supplemental
new jobs credit from withholding in an amount equal to one and one-half percent
of the gross wages paid by the Employer pursuant to Chapter 15A.7, Code of Iowa.
The Community . College and the Employer agree that the Supplemental Program
shall be administered in the same manner as the remainder of the Project and
that all terms and conditions of this Agreement shall apply to the entire
Project including the Supplemental Program.
Section 7.1. Terms used in this Article shall have the meanings set out
in Article I or this Section 7.1. Other terms used in this Article shall have
the meanings set out in Chapters 15A or 260E, Code of Iowa, as amended.
o "Average Wage" means the average county wage in the county where
the Project Site is located or the average regional wage,
whichever is lower, as compiled annually by the Iowa Department of
Economic Development for the Community Economic Betterment
Program.
o "Starting Wages" or "Wages" means the wage being paid or to be
paid by the Employer under the terms of this Agreement and which
has been determined by the Community College to equal or exceed
the Average Wage based upon criteria established in Section 15A.7,
Code of Iowa, as amended, and rules promulgated by the Iowa
Department of Economic Development.
-11-
o "Supplemental Program" means that portion of the Project including
Program Services and Program Costs eligible to be funded from a
supplemental new jobs credit from withholding from jobs created
under this Agreement because the Employer has agreed to pay
Starting Wages as defined in this Agreement.
Section 7.2. The Employer agrees that it shall pay Wages for the jobs
included in the Supplemental Program (and for which the supplemental new jobs
credit from withholding is collected) at least equal to the Average Wage. In the
event the Employer fails to pay such Wages for the jobs included in the
Supplemental Program, such failure may constitute an event of default under this
Agreement.
Section 7.3. The supplemental new jobs credit from withholding shall be
collected, accounted for and may be pledged by the Community College in the same
manner as described in Section 2.2 of this Agreement and Section 260E.5 of the
Act.
Section 7.4. The number of jobs included in the Supplemental Program
are separately identified on Exhibit C. The specific jobs are as identified in
writing by the Employer. The Community College hereby determines eligibility of
the Supplemental Program and Starting Wages for those jobs described on Exhibit
C as included in the Supplemental Program.
Section 7.5. To provide funds for the payment of the costs of the
Supplemental Program the Community College may borrow money, issue and sell
Certificates and secure the payment of the Certificates in the same manner as
described in Article II of this Agreement and Section 260E.6 of the Act. It is
the intent of the parties that the Supplemental Program shall be funded and
administered in such a manner as to maintain any tax exempt status of the
interest on Certificates issued to fund the Program Services under Chapter 260E.
Section 7.6. The Supplemental Program and the supplemental new jobs
credit from withholding provided for in this Article VII shall be in addition to
and not in lieu of the program and credit authorized in Article II of this
Agreement and Section 260E.5 of the Act. The Program Services set forth on
Exhibits B and C, including the tentative payment schedule, and the Employer's
projections of wages to be paid in those new jobs qualifying for the
supplemental new jobs credit from withholding includes the Supplemental Program.
-12-
IN WITNESS WHEREOF, the Community College and the Employer have caused
this Agreement to be duly executed all as of the date hereinabove written.
IOWA LAKES COMMUNITY COLLEGE
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
ATTEST:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
HYDROGEN ENGINE CENTER, INC.
By: s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
ATTEST:
/s/▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
STATE OF IOWA )
) SS:
COUNTY OF EMMET )
On this 23rd day of August, 2005, before me, a Notary Public in and for
the State of Iowa, personally appeared ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, to me
personally known, who, being by me duly sworn, did say that they are the
President of the Board of Directors and the Secretary, respectively, of Iowa
Lakes Community College Estherville, Iowa, that the foregoing Industrial New
Jobs Training Agreement was signed by authority of the Board of Directors; and
▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as such officers, acknowledged the execution of
said instrument to be the voluntary act and deed of said College by it and by
them voluntarily executed.
Given under my hand and seal of office, this 23rd day of August, 2005.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Notary Public
[seal]
STATE OF IOWA )
) SS:
COUNTY OF KOSSUTH )
On this 31st day of August, 2005, before me; a Notary Public in and for
the State of Iowa, personally appeared ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and
________________, to me personally known, who being by me duly sworn, did say
-13-
that they are the President and the _________________, respectively, of Hydrogen
Engine Center, Inc., an Iowa corporation; no seal has been procured by the
corporation; that the foregoing Industrial New Jobs Training Agreement was
signed on behalf of said corporation by authority of its Board of Directors; and
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and___________________, as such officers, acknowledged the
execution of said instrument to be the voluntary act and deed of said
corporation by it and by them voluntarily executed.
Given under my hand and seal of office, this 31st day of August, 2005.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Notary Public
[seal]
-14-
