Draft June 2013 Western Wisconsin Economic Development Fund Administrative Manual This manual describes the policies and procedures on how the funds for business financing would be managed through the consolidation of county, city and village HUD Community Development Block Grant revolving loan funds in Western Wisconsin. Western Wisconsin Economic Development Fund Administrative Manual Table of Contents INTRODUCTION ........................................................................................................................................... 1 Section 1. PURPOSE .........................................................................................................................................................3 1.1 U.S. Department of Housing and Urban Development Community Development Block Grant Low and Moderate Income National Objective and Anti Job Piracy Regulations .........................................................................................4 1.2 Source of Funding From CDBG RLF Counties and Communities..................................................................................4 1.3 Non Discrimination Policy ...............................................................................................................................................4 1.4 Amendments and Modifications ......................................................................................................................................4 SECTION 2. ORGANIZATION AND ADMINISTRATIVE ROLES .........................................................................................5 2.1 A Regional Nonprofit Corporation Will Be Established .....................................................................................................5 2.2 Program Administrator ......................................................................................................................................................6 2.3 Wisconsin Economic Development Corporation (WEDC) .................................................................................................6 2.4 County and Community Loan Committees........................................................................................................................6 2.5 Administration Funding ......................................................................................................................................................7 2.6 Loan Review Meetings ......................................................................................................................................................8 SECTION 3. GENERAL ELIGIBILITY CONSIDERATIONS ..................................................................................................8 3.1 Eligible Area ......................................................................................................................................................................8 3.2 Eligible Applicants .............................................................................................................................................................8 3.3 Eligible Activities ................................................................................................................................................................9 3.4 Ineligible Activities .............................................................................................................................................................9 3.5 Ineligible Businesses .......................................................................................................................................................10 3.6 WWEDF Board and Local RLF Board Loan Decision Making Policies ...........................................................................10 SECTION 4. BUSINESS FINANCING PROGRAMS ............................................................................................................11 4.1 Conventional Loan ..........................................................................................................................................................11 4.2 Micro Loan .......................................................................................................................................................................12 4.3 Facade/Historic Loan Program ........................................................................................................................................13 4.4 Retention and Efficiency Loan.........................................................................................................................................14 4.5 Innovation Fund ...............................................................................................................................................................15 4.6: Loan Payments ..............................................................................................................................................................16 4.7 WWEDF Financing Program Comparison Table ............................................................................................................16 Table 4.1 - Western Wisconsin Economic Development Fund Loan Program General Summary................. 17 SECTION 5.0 PROCESS AND PROCEDURES………………………………………………………………….18 5.1 Loan Application Process ............................................................................................................................................. 18 5.2 Loan Documentation ............................................................................................................................. 19 5.3 Delinquency and Default Procedures ........................................................................................................................... 20 5.4 Use of Loan Repayments and Reporting ...................................................................................................................... 21 5.5 Loan Servicing ............................................................................................................................................................... 21 5.6 Recordkeeping ...................................................................................................................................................... 22 Table 5.1 – WWEDF Organization Decision Flow Chart ................................................................................ 24 Western Wisconsin Economic Development Fund Administrative Manual Introduction For over 20 years the State of Wisconsin through their annual allocation of Department of Housing and Urban Development – Community Development Block Grant (CDBG) funds have awarded counties, cities and villages funding to assist with significant business expansion projects that leveraged significant private sector investment and jobs. This funding is how over 200 Revolving Loan Funds (RLFs) in Wisconsin were formed. This funding in the form of loans to businesses was also how 12 county, city and village RLFs in Western Wisconsin were capitalized. The Wisconsin Economic Development Corporation (WEDC) in reviewing the large number of local government RLFs across the State decided to include in their Strategic Plan an initiative to encourage the consolidation of county, village and city RLFs into regional RLFs to increase business lending and administrative efficiencies. WEDC estimates that over $75 million is available for lending among the RLFs across the State and $32 million is actively working. The Region’s RLFs: The Region’s RLFs have helped fill financing gaps or provided incentive financing for many business expansions in Western Wisconsin focusing primarily on local projects that were too small for state or federal programs. The RLFs have created many jobs and leveraged millions in private investment in the region. The following is a summary of the RLFs in the region based on a June 30, 2012 report from WEDC. 12 Revolving Loan Funds in the region Counties with RLFs: Pierce, Pepin, Buffalo, Jackson, La Crosse, Monroe, and Vernon Cities and Villages with RLFs: Sparta, Tomah, Kendall, Hillsboro and Osseo Total cash available to lend by all RLFs: $3 Million Total amount owed to all RLFs: $5.7 Million Average Loan Size $75,000 - $85,000 Loan Range $10,000 - $200,000 During the last 6 month reporting period 6 loans were made among the 12 RLFs Federal Regulations Limit Local RLF Lending Flexibility but a Regional RLF can be “De-Federalized” Providing More Lending Opportunities and Flexibility: U.S. Department of Housing and Urban Development (HUD) requirements impose a variety of regulations limiting use of a Local RLF, but HUD and WEDC have an agreement whereby these regulations can be lifted or “de-federalized” if the local RLFs are consolidated into a regional RLF. The reason for this de-federalization is that some of consolidated regional funds have met their original federal objective regarding jobs and low and moderate income benefits and the federal strings do not have to be tied to these funds forever but can be cut and used in a more opportunistic and flexible manner. The following are a list of federal regulations and issues that eventually would be lifted on some of the local funds that are consolidated into a regional RLF. Federal Davis-Bacon wage regulations on real estate construction projects. Screening job applicants income status to adhere to hiring at least 51% Low and Moderate Income (LMI) persons Requirement that a RLF loan must be in combination with a private lender and have a certain equity investment. 1 Western Wisconsin Economic Development Fund Administrative Manual Reporting on the performance of all the funds could be conducted in a more efficient manner, instead of multiple reports from all the RLFs in the region, one regional report would be required that would use modern RLF reporting software, reducing the administrative burden for the local RLFs and the State. Forming a Western Wisconsin Regional Revolving Loan Fund: To increase lending, reduce the administrative burden on local RLFs and maintain the region’s competitiveness with other regions of the state (At least four other multi-county regional RLFs have already formed in Wisconsin since 2006 and more are in the process of forming) the Wisconsin Economic Development Corporation (WEDC) sponsored the first regional RLF meeting in Western Wisconsin on January 31st 2012. Since then thru May 23, 2013, ten meetings and two teleconferences were held with participating counties, communities and economic development organizations. During these meetings opinions on the creation of a regional RLF were varied but two key concerns were expressed. They were: (1) For a Regional RLF to be accepted in Western Wisconsin local decision making on loans needed to be incorporated into the Regional RLF structure and (2) Safeguards needed to be established to prevent an unusually high concentration of funds being loaned to any one county or community. To accommodate these concerns the proposed administrative structure for a Western Wisconsin regional RLF as described in this Manual involves a regional board that would make loan decisions on loans of $200,000 or more, since this would be a significant amount of the total funds available for lending. The Regional Board would be comprised of one board member appointed from each county revolving loan fund committee. The County or Community RLF Loan Committees would make loan decisions on loans less than $200,000. Lending thresholds have also been established based on a county’s population or the amount of funds contributed to safeguard a high concentration of lending going to any one county. The Regional RLF will also contract with a program Administrator to market and administer the fund in a uniform manner throughout the region. The following persons are acknowledged for taking the time to attend one or more of the meetings and providing valuable input into this regional RLF administrative manual. Regional Revolving Loan Fund Meeting Participants Terry Mesch, Pepin County Economic Development Rachel Hansen, Vernon County Treasurer Adam Sontag, Hillsboro City Administrator Sara Westbrook, La Crosse Area Development Corporation Herbert Cornell, Vernon County Board Chair Ken Witt, Sparta City Administrator Jo Ann Miller, Pierce County Administrator Roger Niefieldt, Vernon County RLF Committee Lynn Hanson, Kendall Village Clerk Chris Hanson, Tomah Chamber of Commerce Nancy Jaekel, Vernon County RLF Committee Amy Rindahl, City of Osseo, Treasurer Brian Fukuda, Community Development Specialist, La Crosse County Bill Warner, Pierce County Economic Development Corporation Jeff Goelke, Vernon Economic Development Association 2 Western Wisconsin Economic Development Fund Administrative Manual David Connolly, Crawford County Economic Development Corporation Vicki Markussen, Seven Rivers Alliance Bryan Law, Mississippi River Regional Planning Commission Ann Hlavacka, UW La Crosse Small Business Development Center Cathy Schmidt, Monroe County Administrator Sharon Folcey, Monroe County Board Richard Yarrington, City of Tomah Del Twidt, Buffalo County Board Chair Amy Peterson, City of La Crosse Ron Carney, Jackson County Supervisor Karl Green, La Crosse County, UW Extension Brenda Hicks Sorensen, Wisconsin Economic Development Corporation Chela O Connor, Wisconsin Economic Development Corporation John Severson, Viroqua City Administrator Pam Kolasinski, Wisconsin Economic Development Corporation Jim Hill, La Crosse Area Development Corporation Greg Flogstad, Mississippi River Regional Planning Commission Will Cronin, Monroe County UW Extension Pat Malone, UW Extension Trempealeau County James Bialecki, Tomah City Administrator Roger Gorius, Tomah City, Administrator Section 1. PURPOSE. The purpose of the policies and procedures contained within this manual, hereafter referred to as the Western Wisconsin Economic Development Fund (WWEDF) Administrative Manual, is to present how the economic development activities from funds made available through the consolidation of state awarded Community Development Block Grant (CDBG) Revolving Loan Funds (RLFs) within Western Wisconsin and other approved sources of funding are to be governed. These CDBG funds originated from the U.S. Department of Housing and Urban Development’s Small Cities Program. Western Wisconsin shall include the following counties: Buffalo, Crawford, Jackson, La Crosse, Monroe, Pepin, Pierce, Trempealeau, and Vernon. The WWEDF shall serve as an economic development financing program for businesses in Western Wisconsin that is intended to meet the following objectives: a. To provide funding opportunities to businesses to help meet their diverse capital utilization needs. b. To provide employment opportunities for low and moderate income persons, see Section 1.1 c. To encourage the creation and retention of permanent jobs that provide quality wages and benefits d. To encourage the leveraging of new private and public investment in Western Wisconsin e. To increase the tax base for communities in Western Wisconsin f. To perpetuate a positive and proactive business climate that encourages the retention and expansion of existing businesses and helps to attract desirable new businesses. g. To foster business entrepreneurs and high technology h. To develop a higher knowledge and skilled workforce i. To maintain and promote a diverse mix of employment opportunities and reduce employment fluctuations j. To promote agricultural, commercial and industrial development in Western Wisconsin k. To encourage the development and use of modern technology and create safe and healthy work environments l. To encourage an environmentally sensitive and sustainable business community m. To implement the economic development goals and objectives of Western Wisconsin communities, counties and regional organizations. n. To contribute a positive economic development benefit rather than maximizing return on investment. 3 Western Wisconsin Economic Development Fund Administrative Manual 1.1 U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT COMMUNITY DEVELOPMENT BLOCK GRANT LOW AND MODERATE INCOME NATIONAL OBJECTIVE AND ANTI JOB PIRACY REGULATIONS. Some of the funding of the WWEDF is subject to the U.S. Department of Housing and Urban Development - Community Development Block Grant low and moderate income national objective and anti-job piracy regulations. Therefore the following terms and conditions apply to recipients and projects receiving funds from the “federalized” pool of funds. a. A Project shall create jobs, at least 51% of the jobs will be held by or made available to Low and Moderate Income (LMI) persons. b. “LMI Persons” means persons with household income less than eighty (80) percent of the median household income by family size in the County where the Project is located. c. “Made Available to LMI Persons” means the Borrower will document that at least 51% LMI Persons were hired or Received First Consideration by interviewing at least 51% LMI Persons for created positions that do not require special skills or education beyond high school. d. “Received First Consideration” means the Borrower must document and use a hiring practice that results in at least 51% LMI Persons interviewed for created positions and demonstrate that under usual circumstances this hiring practice will result in at least 51% LMI persons being hired. Part of the Borrower’s hiring practice must include the posting of available positions with the local Job Service Office or Workforce Development Boards. e. The following documentation evidencing compliance must be collected. A listing of all job titles which were planned to be held by or made available to low to moderate income persons, a commitment to hire or make at least 51% of jobs available to low to moderate income persons, a written plan for how such persons were given first consideration for jobs including what hiring process was used, a list of the low to moderate income persons interviewed for particular positions, including the size and annual income of the person’s family prior to interviewing for the position. f. Every applicant for an employment position associated with a Project must complete the self-certification form included as an addendum to this Manual. g. The borrower must certify that it does not have immediate plans to relocate jobs in violation of CDBG Anti-Piracy regulations. The following language will be included in all agreements with the borrower. “The Borrower certifies it is and will maintain compliance with CDBG Anti-Piracy regulations as stated in 24 CFR 570.482(h). Violation of this regulation will constitute an Event of Default.” To implement this provision the following language shall be included in all loan agreements with the borrower. “The borrower certifies it is and will maintain compliance with CDBG Anti-Piracy regulations as stated in 24 CFR 570.482(h). Violation of this regulation will constitute an Event of Default. 1.2 SOURCE OF FUNDING FROM CDBG RLF COUNTIES AND COMMUNITIES. Funding for the WWEDF is to come from State Community Development Block Grant (CDBG) Revolving Loan Funds within Western Wisconsin. If all State funded CDBG RLFs in western Wisconsin decide to participate in the WWEDF the funding sources would include the Counties of: Pierce, Pepin, Buffalo, Jackson, La Crosse, Monroe, and Vernon; the cities of Sparta, Tomah, Osseo and Hillsboro; and the Village of Kendall. 1.3 NON DISCRIMINATION POLICY. The WWEDF Board, Program Administrator, County Loan Committee, or Community Loan Committee shall not discriminate in making financing decisions on the basis of age, race, religion, color, handicap, sex, physical condition, development disability as defined in Wisconsin Statute 51.01(5), sexual orientation or national origin. 1.4 AMENDMENTS AND MODIFICATIONS. The WWEDF Board may amend the provisions in this manual. Any amendments must comply with Wisconsin Economic Development Corporation agreements and with this Western Wisconsin Economic Development Fund Manual approved by participating counties, cities and villages. 4 Western Wisconsin Economic Development Fund Administrative Manual SECTION 2. ORGANIZATION AND ADMINISTRATIVE ROLES. 2.1 A REGIONAL NONPROFIT CORPORATION WILL BE ESTABLISHED. A regional non-profit corporation called the Western Wisconsin Economic Development Fund (WWEDF) shall be established to manage the WWEDF. It will: accept the CDBG-funded RLF funds from the participating RLF counties, cities and villages in Western Wisconsin; assume the RLF loans and legal responsibilities from the RLF counties, cities and villages; and act as the oversight board. It will also administer this regional RLF in accordance with the policies and procedures of this manual. The WWEDF Board shall review and adjust policies and procedures to meet the needs of the WWEDF and the financing needs of business in its service area. The WWEDF Board shall review loan performance activity reports. The WWEDF Board shall enter into an administrative agreement to establish a regional revolving loan fund from the consolidation of the county, city and village revolving loan with the Wisconsin Economic Development Corporation. The WWEDF Board shall entertain request for proposals and/or undertake the research needed to determine what FDIC insured financial institution(s) it will deposit its funds in. Criteria for choosing a financial institution shall include but not be limited to: rate of return on deposits, terms and conditions of financial services offered, cost of financial services offered, and security of deposits. The WWEDF Board shall select and contract with a Program Administrator to manage the WWEDF. County Loan Committees and Community Loan Committees may utilize the Program Administrator to analyze or guide loan applications when they come to the County and Community Loan Committees or they may rely on their local RLF administrator. The WWEDF Board shall approve all administrative costs, loan fees, litigation costs and deficiency judgments. The WWEDF Board subject to Section 5.3 shall approve all loan collection actions regarding delinquency, default, business or collateral foreclosure, repossession, bankruptcy and any other legal actions influencing loan collection. The WWEDF Board shall set the administrative costs and loan fees so they are uniform throughout the WWEDF service area. The WWEDF Board shall establish marketing activities and material that are uniformly applied throughout the WWEDF service area. The WWEDF Board shall set loan interest rates at least annually based on points plus or minus the prime rate. The interest rates set shall apply throughout the WWEDF service area. The WWEDF Board shall approve all investment policies involving unused funds. The Program Administrator shall be responsible for the investment of unused funds per approved Board policies. The WWEDF Board may set job creation and retention requirements on their Business Financing Programs that shall apply throughout the WWEDF service area. Any job creation and retention requirements at a minimum shall adhere to applicable State and/or Federal standards to the extent such standards apply to the WWEDF. An independent auditor selected by the WWEDF Board shall audit the fund annually. Audit report findings shall be made available to all RLF participants, electronic or otherwise. The WWEDF Board shall have one representative from each County Loan Committee. Each County Loan Committee shall select the person they want to represent their county on the WWEDF Board. The WWEDF Board shall consist of representatives from 5 Western Wisconsin Economic Development Fund Administrative Manual business lenders, businesses, local government and economic development organizations. A balance of these representatives on the WWEDF is to be sought. The WWEDF Board must contain at least one person with private commercial lending experience, and at least one attorney or accountant experienced in servicing businesses, at all times. When Board vacancies occur the County Loan Committee must take into consideration the representational make-up of the WWEDF Board in choosing a replacement. WWEDF Board terms shall be for three years. The initial terms shall be staggered on a one, two and three year term basis. The WWEDF Board shall post review and act on all loans and loan amendments made by a county or community loan committee in regard to the loans conforming to the policies of this Manual. The WWEDF Board shall review and act on all loan applications of $200,000 or more, since loans of this size would represent a considerable percentage of the WWEDF’s available funds. The WWEDF Board shall also approve all loan applications for special projects or loans which contain exceptions to the policies of this Manual. 2.2 PROGRAM ADMINISTRATOR. The Program Administrator shall manage the loan portfolios on a day-to-day basis and take actions to underwrite, recommend, close, and collect loans consistent with the lending policies and approvals of the loan committees, the WWEDF Board, and the loan program. The Program Administrator shall maintain separate accounting records and prepare reports on the use of program funds. The Program administrator shall advise the County and Community Loan Committees and the WWEDF Loan Board on delinquency and default matters. The Program Administrator shall maintain contact with the County and Community Loan Committees on all business loan requests. The County and Community Loan Committees are free to rely on a local RLF Administrator or utilize the Program Administrator to conduct loan analysis and guide loan applications that come to their committees. The Program Administrator shall subcontract for other services as needed and shall retain the services of outside legal counsel as directed by the WWEDF Board. 2.3 WISCONSIN ECONOMIC DEVELOPMENT CORPORATION (WEDC) WEDC shall provide oversight and technical assistance to the WWEDF. WEDC shall award CDBG funds to participating RLF counties to loan to eligible businesses and the repayments shall be directed to the WWEDF. WEDC must be notified of all RLF requests of $200,000 or more for consideration of new economic development grants to local governments that will further capitalize the WWEDF. 2.4 COUNTY AND COMMUNITY LOAN COMMITTEES. Each participating county shall establish a County Loan Committee to make decisions on loans as described in this manual. The CDBG RLF cities or villages of: Sparta, Tomah, Hillsboro, Osseo and Kendall may also establish a Community Loan Committee to make decisions on loans in their communities or they may delegate loan decisions to the County Loan Committee. If they decide to delegate the loan decision to the County Loan Committee the County Loan Committee shall admit one extra member from that city or village to have a vote on the loan decision for that applicant in their community. The County or Community Loan Committee shall consist of at least 5 representatives from business lenders, businesses, local government and economic development organizations. The County or Community Loan Committee must contain at least one person with private commercial lending experience, and at least one attorney or account ant experienced in servicing businesses at all times. A balance of these representatives on the County or Community Loan Committees shall be sought. When Board vacancies occur the County or Community Loan Committees are to take into consideration the representational make-up of their committee in choosing a replacement. 6 Western Wisconsin Economic Development Fund Administrative Manual The County or Community Loan Committee may authorize formation of sub-committees under it to make recommendations on loans in the County or Community. The County or Community Loan Committees shall market the WWEDF, assist local businesses with applications and communicate with the Program Administrator and/or their local RLF administrator about economic development projects and priorities in their communities. County or Community Loan Committees in coordination with the Program Administrator, County Loan Administrator or Community Loan Administrator shall schedule loan meetings to review loans. County and Community Loan Committees shall make decisions on the following four programs when requests are below $200,000: Conventional Loan, Microloans, Downtown Façade/Historic Loan, Retention & Efficiency Loan and Innovation Fund. The County or Community Loan Committees shall review, select and approve loan applications based on the lending criteria and authority defined in this Manual. When a loan application concerns an applicant within a city or village that contributed its CDBGfunded RLF to the formation of the WWEDF, and the city or village decides to delegate loan decisions to the County Loan Committee, The County Loan Committee shall admit one extra member from that city or village to have a vote on the loan decision for that applicant. The County or Community Loan Committees shall be responsible for the review and approval or denial of loan applications. Loan Committees shall adhere to the requirements established by each loan program. A majority of the committee, as defined by the WWEDF bylaws, must approve any action. No loan shall be made without the approval of the County or Community Loan Committee. Within 60 days the County or Community Loan Committee shall make a decision on all loans or loan amendment requests to terms and conditions after loans are closed. If a decision is not made within 60 days the final decision on the loan or loan amendment shall be made by the WWEDF Board unless the WWEDF Board determines the decision should be made by the County or Community Loan Committee. The 60 day period shall begin on the day the County or Community Loan Committee receives all the required information to make a decision on the loan or loan amendment request unless the proposed borrower requests a delay in consideration. Subject to the procedures specified in Section 5.3.if a loan is delinquent or in default a County or Community Loan Committee if they choose, shall have the authority to renegotiate with the business new terms and conditions if they conclude the business does not have the ability to repay the loan as set forth in the original promissory note and/or loan agreement. Notices and WWEDF Board and County and Community Committee meetings shall be held in accordance with open meeting and records law. WWEDF Board and County and Community Committee meetings may be held by teleconference, videoconference, or other interactive electronic means. Consent Resolutions may also be used to undertake WWEDF Board or County or Community Committee business. 2.5 ADMINISTRATION FUNDING. Funds may be withdrawn from the WWEDF to cover reasonable administrative expenses. Up to three percent of managed capital may be used for administration. Managed capital is defined as the total cash on hand and all outstanding loan balances. Other funds may be used in situations when funds are insufficient to cover administrative costs with prior approval of the WWEDF Board. To generate additional revenue to cover administrative costs, the WWEDF Board may also establish loan origination fees, closing fees, servicing fees, and other fees to cover charges directly related either to processing an application or to servicing a loan. Loan fees shall be uniform throughout the WWEDF lending area. 7 Western Wisconsin Economic Development Fund Administrative Manual 2.6 LOAN REVIEW MEETINGS. Pursuant to Section 19.84, Wisconsin Statutes, all County and Community Loan Committee Members, and the WWEDF Board and the general public shall be given prior notice of each meeting. A majority of the Committee or WWEDF Board in attendance at a meeting constituting a quorum shall be required for official committee or WWEDF Board action. Actions must have the support of the majority of the total committee or WWEDF Board. Vacant positions on the Committee shall be counted in determining the total number of committee or WWEDF Board members. SECTION 3. GENERAL ELIGIBILITY CONSIDERATIONS 3.1 ELIGIBLE AREA. The area served by the WWEDF, programs shall include Buffalo, Crawford, Jackson, La Crosse, Monroe, Pepin, Pierce, Trempealeau, and Vernon Counties in Wisconsin, if those Counties agree to participate. Businesses located in HUD Entitlement Cities such as the City of La Crosse shall only be eligible for WWEDF loans that are classified as de-federalized and shall also be subject to a population based threshold as described in Section 3.6 Businesses in cities and villages with Community Development Block Grant revolving loan funds that do not participate by contributing its funds to the WWEDF and are within a county that does participate by contributing its funds to the WWEDF are not eligible for WWEDF financing programs. At the time of this Administrative Manual being prepared it had not been determined by WEDC if b usinesses in cities and villages with Community Development Block Grant revolving loan funds that do participate by contributing its funds to the WWEDF and are within a county that does not participate by not contributing its funds to the WWEDF whether businesses are eligible for WWEDF financing programs in these villages and cities. 3.2 ELIGIBLE APPLICANTS. Applications may be submitted by the sole proprietor, managing partner or member, Chief Executive Officer or majority owner of any business wishing to apply for a loan in eligible areas of the WWEDF service area. Applicants shall submit a WWEDFapplication using the most current application available from the Program Administrator or the County or Community local RLF Administrator if one has been designated. Special project applications may also be submitted by the Chief Executive Officer of any local unit of government or community based organization located within the participating county areas. Applicants must demonstrate that the proposed project is viable and that the business will have the economic ability to repay the funds and meet the requirements of the loan program being applied for. Applicants shall comply with all applicable local, state, and federal laws and codes. Applicants shall not discriminate on the basis of age, race, religion, color, handicap, sex, physical condition, development disability as defined in Wisconsin Statute 51.01(5), sexual orientation or national origin in any employment or construction activity related to the use of the business loan funds. Applicants must agree to remain physically located in the community in which the loan is originated during the term of the lo an. To qualify for funding, eligible businesses must complete an application and submit all relevant supporting d ocumentation. Only when all the necessary documentation has been submitted will the application be processed and presented to a loan committee for formal action. All Applicants must be current in all tax payments at all levels, including any fees to be a ssessed by the municipality, or be current in an approved plan to pay taxes or fees. 8 Western Wisconsin Economic Development Fund Administrative Manual No member of the WWEDF, or any other official, employee, agent of the WWEDF, no member of the county or community loan committees, or person, who exercises decision-making functions or responsibilities in connection with the implementation of this program, is eligible for financial assistance under this program while serving in any decision making capacity with the WWEDF. No WWEDF loans will be made that are in conflict with Section 946.13 of the Wisconsin Statutes (Private interest in Public Contract Prohibited). If an applicant for a WWEDF loan has been refused, the applicant is ineligible to apply for another WWEDF loan for a period of 12 months after the refusal is issued by the WWEDF Board or the County or Community Loan Committee. The WWEDF Board or the county or community loan committee may grant an exception to this policy if they agree circumstances of the business have changed significantly to warrant reconsideration within one year. 3.3 ELIGIBLE ACTIVITIES. The majority of loan funds shall primarily finance small or medium-sized business projects with terms and conditions that give them a better chance to succeed and provide economic benefit to the region. Projects proposed for funding must address one or more of the Objectives in Section 1.2. The Conventional, Micro, Downtown Façade/Historic, Retention and Efficiency and Innovation loan programs may have additional restrictions on eligible activities, but the following is a list of all activities that will be eligible in one or more of the loan programs when federal restrictions are lifted. 1) Acquisition of land, buildings and fixed equipment 2) Site preparation and construction & reconstruction for non-speculative projects 3) Installation of fixed equipment 4) Clearance, demolition, removal, rehabilitation or construction of buildings and improvements 5) Payment of assessments for sewer, water, street, and other public utilities if the provision of the facilities help business expand 6) Working Capital which finances short-term operating expenses. Working capital will include training expenses and some relocation expenses. 7) Downtown façade, historic reinvestment and streetscape improvements 8) Micro-financing 9) Short-term interim financing 10) Patient debt and equity investments 11) Capital investments for dairy producers that will result in significant long-term increase in capacity to produce milk 3.4 INELIGIBLE ACTIVITIES. 1) Refinancing or consolidation of existing debt 2) Reimbursement for expenditures prior to loan approval 3) Specialized equipment that is not essential to the business operation 4) Residential building construction or reconstruction (unless such reconstruction is intended to convert the building to a business or industrial operation) 5) Non-business expenses 6) Routine maintenance 7) Relocation of a business from one community within the region to another community within the region, without extenuating circumstances (e.g., if the business is threatened with closure and/or massive job loss if it stays in its current location) and a written statement assenting to the relocation from the County Board, City Council, Village Board, or Town Board of the community the borrower is leaving. 8) Compensation for a fundamental business weakness or a poor credit history 9) Other activities the WWEDF Board and County Loan Committees may identify during the administration of the program. 9 Western Wisconsin Economic Development Fund Administrative Manual 3.5 INELIGIBLE BUSINESSES 1) Gambling activities including any business whose principal activity is gambling 2) Adult Bookstores or adult/companion escort or entertainment services 3) Nightclubs and bars without food services, except for façade loans 4) Lending institutions 5) Rent-to-own businesses 6) Businesses not serving the interests of Western Wisconsin 7) Real estate investment speculation. 3.6 WWEDF BOARD AND COUNTY AND COMMUNITY LOAN BOARD LOAN DECISION MAKING POLICIES. WWEDF management decisions are to be based on a policy that the WWEDF is to provide opportunities for all counties and communities in the region to benefit from its programs. WWEDF management decisions are to be guided by a policy that lending shall occur to all qualified businesses throughout the region that apply to its programs. The WWEDF Board and the local RLF boards shall work cooperatively in a collaborative manner to maximize the regional economic development benefits of these funds. The WWEDF Board and the local RLF boards shall work cooperatively in a collaborative manner to facilitate spreading the RLF loans equitably throughout the region. To help equitably spread WWEDF lending throughout the region to the extent practical and aid in capital protection the following thresholds are set. When these thresholds are met the lending decisions on future loans will be made by the WWEDF Board. 1. On any loan application of $200,000 or more. 2. When federalized lending activity in a county exceeds the greater of:(1) 120% of its total RLF cash contribution, or (2) its percentage of the regional 2010 population applied against the total regional RLF cash contribution. All Counties shall be provided a base of at least $200,000 if this calculation results in a threshold for a county of less than $200,000. This threshold shall be in place for four years. 3. When de-federalized lending or investment activity in one county exceeds the greater of: (1) 120% of the funds that are owed to the local RLF on the date it contributes its RLF funds to the WWEDF or (2) its percentage of the regional 2010 population applied against all the funds that are owed to the regional RLF. All Counties shall be provided a base of at least $400,000 if this calculation results in a threshold for a county of less than $400,000. This threshold shall be in place for five years. 4. When lending or investment activity in a designated Entitlement Community (such as the City of La Crosse) exceeds its percentage of its county’s 2010 population applied against its threshold as calculated in 3. above. This threshold shall be in place for two years. If the county’s total outstanding lending principal is below the above threshold amounts, but the new loan in question would push it over the threshold amount, then that loan application will be decided by the WWEDF Loan Board. A county and cities or villages within that county that contributed their Community Development Block Grant Revolving Loan Funds to the WWEDF may set their own county thresholds if the county, cities and villages agree to the thresholds, the threshold allotment is equitable throughout the county and the sum of the thresholds allotted does not conflict with or exceed the total thresholds stated in 1., 2., and 3.above for the county. 10 Western Wisconsin Economic Development Fund Administrative Manual The WWEDF Board may continue, amend or cancel these thresholds after the four or five year periods. To assist in accounting for the above thresholds, two funds shall be accounted for separately. One pool shall consist of the federalized RLF cash contributions from the RLF counties, cities and villages. This pool of funds will be made available immediately with lending from the Conventional Loan program described below. The second pool shall consist of de-federalized funds received from existing and future loan repayments. This pool of funds will begin lending after one year or whenever this pool of funds exceeds $500,000, whichever occurs first. Lending from all the loan programs described below can be used by this poo l of funds. Pool one will eventually be depleted through lending and its repayments will become part of pool two. The WWEDF board may set a date and/ or amount on when a business may access de-federalized funds if the county they are in joins the WWEDF late. The reason for this is a late joining county would not have contributed any funds to the existing pool of defederalized funds. An exception to this is a late joining county’s businesses would be immediately eligible for the de-federalized funds generated from loans the county transferred to the WWEDF. SECTION 4. BUSINESS FINANCING PROGRAMS The following describes the purpose and intent of the Western Wisconsin Economic Development Fund Financing Programs available to businesses. 4.1 CONVENTIONAL LOAN Purpose: The purpose of the Conventional Loan is to provide financing to a business that fills a financing gap that private or other sources of funding cannot meet. Its intent is to participate with and stimulate equity investment and lending from others through its more lenient lending terms and conditions. The Conventional Loan shall not be the major source of financing for a business. The Conventional Loan participates in loans with other lenders. It will not issue guarantees, letters of credit or other contingent financing arrangements. Conventional Loans that are not yet de-federalized shall meet federal requirements of the HUD-CDBG Small Cities Program. Original cash contributions from participating RLF counties, cities and villages are still designated as federalized funds and must be loaned from the Conventional Loan Program only. When a Conventional Loan is made the repayments to the WWEDF become de-federalized. This accumulating de-federalized pool of funds can be used for funding the other loan programs described below. It is therefore important to loan out the federalized cash contributions from counties and communities expeditiously to grow the de-federalized pool of funds. Eligibility: The Conventional Loan shall address all requests not addressed by other WWEDF loans. Applicants may apply for the Conventional Loan if no funds are available in the Microloan program, but may not apply for both a Microloan and a Conventional Loan at the same time. Businesses that have received microloans and have a satisfactory repayment history can apply for Conventional Loan funding for expansion projects. Use of Funds: Real Estate Acquisition and/or Construction, Working Capital and Equipment Equity Requirement: The WWEDF encourages as much equity participation from a business as practical. A specific equity amount is not set due to the unique circumstances of each business. Based on financial disclosure during the loan review process, the quality of the loan application and business’s prospects; local loan committees or the WWEDF Board may adjust the amount of equity investment required from the business in order for a business to secure a WWEDF loan. Loan Participation Not to Exceed 50%: The WWEDF Board and the County and Community Loan Committees shall require the business to seek as much participatory funding from other public and private sector sources on projects as practical. The Conventional Loan program will not participate in a project if it exceeds 50% of the total project. Based on financial disclosure during the loan review process, the quality of the loan application and business’s prospects; local loan committees or the WWEDF 11 Western Wisconsin Economic Development Fund Administrative Manual Board may require the business to acquire additional funding from other sources in order to secure a Conventional Loan. Interest Rate: The WWEDF Board shall set loan interest rates at least annually based on points plus or minus the prime rate. The interest rates set shall apply throughout the WWEDF service area. Guarantees: Personal guarantees are required from any person with a 20% or greater ownership interest in the business. Corporate guarantees are required if applicable. Collateral: The WWEDF Board and local loan committees shall seek to achieve as favorable collateral position as practical to secure a loan. Collateral needed for a given loan will be based on the assets available from the business and business owner(s). Mortgages and liens on both the business and on personal assets will be considered as eligible collateral on all loans. Cost Per Job: Businesses that borrow federalized funds are to create at a minimum 1 full time permanent or equivalent position for every $ 20,000 borrowed from the WWEDF. See Section 5 for more details on job creation and retention requirements. Terms and Conditions: The Process and Procedures policies in Section 5 explains the loan application process, economic development benefit expectations, loan documentation requirements, late payment policies, and record keeping requirements pertaining to all WWEDF loan programs. Table 4.1 provides a comparative perspective on this loan program compared to the other loan programs offered by the WWEDF. 4.2 MICRO LOAN Purpose: The Micro Loan is designed to provide small loans to start-up, newly established, or growing small businesses. A key objective of the program is to assist business owners who have traditionally had difficulty accessing debt financing. The Micro Loan is established with the expressed intent of encouraging and supporting entrepreneurship in the WWEDF service area of Western Wisconsin. Eligibility: Each applicant is expected to have good character, strong commitment to their business idea, signs of feasibility and economic viability, and a credit history to suggest a reasonable assurance that the loan will be repaid. Use of Funds: Real Estate Acquisition and/or Construction, Working Capital and Equipment Equity Requirement: The WWEDF encourages as much equity participation from as business as practical. A specific equity amount is not set due to the unique circumstances of each business. Based on financial disclosure during the loan review proc ess, the quality of the loan application and business’s prospects; local loan committees or the WWEDF Board may adjust the amount of equity investment required from the business in order for a business to secure a WWEDF loan. Loan Participation Amount: The WWEDF Board and local loan committees shall require the business to seek as much participatory funding from other public and private sector sources on projects as practical. The Micro Loan Program will provide up to 100% financing but the business must provide evidence of its inability to obtain financing from other sources to receive 100% Micro Loan funding. In addition, based on financial disclosure during the loan review process, the quality of the loan application and business’s prospects; local loan committees or the WWEDF Board may require the business to acquire additional funding from other sources in order to secure a Micro Loan. Interest Rate: The WWEDF Board shall set loan interest rates at least annually based on points plus or minus the prime rate. The interest rates set shall apply throughout the WWEDF service area. Guarantees: Personal guarantees are required from any person with a 20% or greater ownership interest in the business. Corporate guarantees are required if applicable. 12 Western Wisconsin Economic Development Fund Administrative Manual Collateral: The WWEDF Board and local loan committees shall seek to achieve as favorable collateral position as practical to secure a loan. Collateral needed for a given loan will be based on the assets available from the business and business owner( s). Mortgages and liens on both the business and on personal assets will be considered as eligible collateral on all loans. Terms and Conditions: The Process and Procedures policies in Section 5 explains the loan application process, economic development benefit expectations, loan documentation requirements, late payment policies, and record keeping requirements pertaining to all WWEDF loan programs. Table 4.1 provides a comparative perspective on this loan program compared to the othe r loan programs offered by the WWEDF. 4.3 FACADE/HISTORIC LOAN PROGRAM Purpose: This loan program is established to grow businesses in existing downtowns or areas where there is a concentration of business buildings by providing loans to improve their visual appearance and usability. This loan fund is set up to help businesses become more attractive and revive areas where businesses are concentrated by creating joint marketing opportunities to increase their customer base. Targeted properties are commercial buildings that are older or have historic in significance. Eligibility. Property owners or businesses located in a commercial building or a group of commercial bu ildings in established downtowns or where businesses are concentrated, most of which are older or historic are eligible for this program. Startup businesses are eligible but must provide an acceptable business plan and show sufficient management background . Business applicants must demonstrate ability to cash flow the project and operate a business successfully. Property taxes shall be current or are current based on a payment schedule approved by the local government. Eligible Uses. Eligible loan activities include façade renovation, signs, exterior doors, windows/ awnings, exterior graphics, exterior lighting, and other façade or landscape improvements that meet established design guidelines. Bringing a building into compliance with the Americans with Disabilities Act is eligible for funding. Building code violations such as roofing, structural repair, and necessary mechanical systems upgrades are eligible, but only as part of an approved façade improvement. Remodeling a building to make it more accommodating for business use is eligible but must be in conjunction with an approved façade project. Façade/Historic Loans can only be used for rehabilitation expenses incurred after the application is approved for funding. Façade/Historic Loan applications can be considered at the same time as an Conventional or Microloan application, though the Façade/Historic Reinvestment Loan and the Conventional or Microloan applications may only be approved conditionally (i.e., one application is approved on the condition that the other is also approved). Ineligible Uses. Loans shall not be used for refinancing, building purchases, inventory, furniture, equipment or working capital. Projects cannot be primarily residential in nature. Projects must have reasonable assurance of repayment. Equity Requirement: The WWEDF encourages as much equity participation from as business as practical. A specific equity amount is not set due to the unique circumstances of each business. Based on financial disclosure during the loan review proc ess, the quality of the loan application and business’s prospects; local loan committees or the WWEDF Board may adjust the amount of equity investment required from the business in order for a business to secure a WWEDF loan. Loan Participation Amount: The WWEDF Board and local loan committees shall require the business to seek as much participatory funding from other public and private sector sources on projects as practical. The Facade/Historic Loan Program will provide up to 100% financing but the business must provide evidence of its inability to obtain financing from other sources to receive 100% Façade/Historic Loan financing. In addition, based on financial disclosure during the loan review process , the quality of the loan application and business’s prospects; local loan committees or the WWEDF Board may require the business to acquire additional funding from other sources in order to secure a Façade/Historic Loan. 13 Western Wisconsin Economic Development Fund Administrative Manual Interest Rate: The WWEDF Board shall set loan interest rates at least annually based on points plus or minus the prime rate. The interest rates set shall apply throughout the WWEDF service area. Design Requirements. Applicants must provide acceptable façade design plans that comply with approved general design guidelines such as the National Historic Trust's "Keeping Up Appearances" or suitable design guidelines prepared and adopted by local governments. Guarantees: Personal guarantees are required from any person with a 20% or greater ownership interest in the business. Corporate guarantees are required if applicable. Collateral: The WWEDF Board and local loan committees shall seek to achieve as favorable collateral position as practical to secure a loan. Collateral needed for a given loan will be based on the assets available from the business and business owner(s). Mortgages and liens on both the business and on personal assets will be considered as eligible collateral on all loans. Terms and Conditions: The Process and Procedures policies in Section 5 explains the loan application process, economic development benefit expectations, loan documentation requirements, late payment policies, and record keeping requirements pertaining to all WWEDF loan programs. Table 4.1 provides a comparative perspective on this loan program compared to the other loan programs offered by the WWEDF. 4.4 RETENTION AND EFFICIENCY LOAN Purpose: The loan is designed to retain and grow exiting business and industry. It is available to help businesses become more efficient and competitive, and create greater economic benefits in their community. This loan shall provide gap financing to fill gaps to stimulate private sector lending and investments in a business. This loan shall not be the primary source of financing for projects and will work in partnership with lending institutions and investors. This loan will provide direct loans. It will not issue guarantees, letters of credit or other contingent financing arrangements. Eligible Uses: Working Capital for research and development, training, inventory, technology acquisition, and/or fixed assets and real estate. Equity Requirement: The WWEDF encourages as much equity participation from as business as practical. A specific equity amount is not set due to the unique circumstances of each business. Based on financial disclosure during the loan review proc ess, the quality of the loan application and business’s prospects; local loan committees or the WWEDF Board may adjust the amount of equity investment required from the business in order for a business to secure a WWEDF loan. Loan Participation Not to Exceed 50%: The WWEDF Board and local loan committees shall require the business to seek as much participatory funding from other public and private sector sources on projects as practical. The Retention and Efficiency Loa n program will not participate in a project if it exceeds 50% of the total project. Based on financial disclosure during the loan review process, the quality of the loan application and business’s prospects; local loan committees or the WWEDF Board may require the business to acquire additional funding from other sources in order to secure a Retention and Efficiency Loan. Interest Rate: The WWEDF Board shall set loan interest rates at least annually based on points plus or minus the prime rate. The interest rates set shall apply throughout the WWEDF service area. Guarantees: Personal guarantees are required from any person with a 20% or greater ownership interest in the business. Corporate guarantees are required if applicable. 14 Western Wisconsin Economic Development Fund Administrative Manual Collateral: The WWEDF Board and local loan committees shall seek to achieve as favorable collateral position as practical to secure a loan. Collateral needed for a given loan will be based on the assets available from the business and business owner( s). Mortgages and liens on both the business and on personal assets will be considered as eligible collateral on all loans. Terms and Conditions: The Process and Procedures policies in Section 5 explains the loan application process, economic development benefit expectations, loan documentation requirements, late payment policies, and record keeping requirements pertaining to all WWEDF loan programs. Table 4.1 provides a comparative perspective on this loan program compared to the othe r loan programs offered by the WWEDF. 4.5 INNOVATION FUND Purpose: The Innovation Fund is designed to provide one or more business financing alternatives including traditional loans, “patient debt” lending or equity financing to innovation companies that have the potential to create positive economic benefits in their communities. The Innovation Fund is intended to be complementary to equity sources of capital for businesses that may not possess the transaction size of market potential to attract angel or venture capital and/or conventional financing. Eligible Applicants: A business must locate their business in the WWEDF service area. The business must be a technologyspecific company possessing and/or developing a proprietary product, service or other intellectual property. The business must have a strong market outlook, solid prospects for full-scale commercialization, and a likely-hood to attract follow-on funding. Equity Requirement: The WWEDF encourages as much equity participation from as business as practical. A specific equity amount is not set due to the unique circumstances of each business. Based on financial disclosure during the loan review proc ess, the quality of the loan application and business’s prospects; local loan committees or the WWEDF Board may adjust the amount of equity investment required from the business in order for a business to secure WWEDF financing. Loan or Investment Participation Not to Exceed 50%: The WWEDF Board and local loan committees shall require the business to seek as much participatory funding from other private and public sources as practical. The Innovation Fund program will not participate in a project if it exceeds 50% of the total project. Based on financial disclosure during the loan review process, the quality of the loan application and business’s prospects; local loan committees or the WWEDF Board may require the business to acquire additional funding from other sources in order to secure financing from the Innovation Fund. Interest Rate: The WWEDF Board shall set loan interest rates at least annually based on points plus or minus the prime rate. The interest rates set shall apply throughout the WWEDF service area. Loan or Investment Size: $25,000 - $250,000 for working capital. Interest at prime plus 2%-8%. Loan Repayment: Repayment on the Innovation Fund loan or equity investment shall occur within 5 years. Deferral and interestonly period may correspond to project ramp-up to stabilized break-even operations – not to exceed 18 months. Guarantees: Personal guarantees are required from any person with a 20% or greater ownership interest in the business. Corporate guarantees are required if applicable. Collateral: The WWEDF Board and local loan committees shall seek to achieve as favorable collateral position as practical to secure a loan or equity investment. Collateral required will usually be in the form of a security interest in all of the business’s assets, including the technology associated with or developed during the time of the investment. In cases where another part y owns the technology, the company must have a proper licensing agreement in place. WWEDF subordination to senior asset-based lenders is allowed. The WWEDF may also take warrants or certain conversion rights for a percentage of its loan face value to 15 Western Wisconsin Economic Development Fund Administrative Manual compensate for the risk. Royalties or other success fees may also be included to provide appropriate levels of return to the WWEDF for its risk. Collateral needed for a given loan will be based on the assets available from the business and business owner(s). Mortgages and liens on both the business and on personal assets will be considered as eligible collateral on all loans or equity investments made through the Innovation Fund. Terms and Conditions: The Process and Procedures policies in Section 5 explains the loan application process, economic development benefit expectations, loan documentation requirements, late payment policies, and record keeping requirements pertaining to all WWEDF loan programs. Table 4.1 provides a comparative perspective on this loan program compared to the othe r loan programs offered by the WWEDF. Portion of the WWEDF Portfolio: The WWEDF Board shall set limits on percent of the WWEDF portfolio that can be invested in the Innovation Fund. Administrative Costs: Due to the diverse nature and complexity of financing the Innovation Fund may become involved in, The WWEDF may charge additional fees to cover additional costs associated with this Fund. Application Procedure: Applicant contacts the Program Administrator or local RLF Administrator to discuss the proposal and to establish potential eligibility. Applicant completes application and all documentation and submits it to the Program Administrator or local RLF Administrator. For amounts less than or equal to $200,000, the County Loan Committee will consider the application and make a decision; the WWEDF Board will consider and make decisions on applications for amounts greater than $200,000. 4.6: LOAN PAYMENTS: Loan payment terms may include longer amortization schedules with balloon payments. Loan payments are to be made monthly based on a monthly amortization schedule. Payment of interest and/or principal may be deferred during the implementation period of the assisted activity if merited in the loan application and approved by the County or Community Loan Committee if they approved the loan or the WWEDF Board loan if they approved the loan. Interest shall accrue during the deferment period and maybe paid in full or added to the principal amount of the loan. Following the deferral period, interest and principal shall be paid for the remaining term of the loan. There will be no loan prepayment penalties. 4.7: WWEDF FINANCING PROGRAM COMPARISON TABLE The Table 4.1 on the following page provides a comparative general summary of the five loan funds available. 16 Table 4.1 Western Wisconsin Economic Development Fund Loan Program General Summary Name of Loan Programs and Purpose 17 Conventional Loan - Serves as gap financing to help attract and secure bank or other project financing. Original cash contributions from participating RLF counties and communities are federalized funds and must be loaned from this loan program. Micro Loan – Assist start–up and existing small businesses that have difficulty accessing traditional bank financing. Must demonstrate inability of bank participation to receive 100% Micro Loan funding. Downtown Façade - Historic Loan Improve business conditions and appearance of downtowns or areas where older or historic business buildings are concentrated. Must demonstrate inability of bank participation to receive 100% financing from this loan. Business can apply for other RLF funding once façade improvement finished. Retention and Efficiency Loan - Help improve competitiveness of existing businesses through efficiency initiatives involving training, research and development, equipment, inventory, supplies, technology, real estate, or other assets to better position themselves for long term success. Uses Real Estate, Working Capital, Equipment Real Estate, Working Capital, Equipment Facade renovation, signs, doors, windows, lighting, landscaping, roofing, structural repair, mechanical items in conjunction with façade improvements. Targeted to areas where older or historic buildings are at. To help retain existing businesses and jobs through provision of working capital for training, R&D, supplies and inventory. Or for equipment, technology other fixed assets or real estate Innovation Fund - Must be technology or Patient debt and/or equity high knowledge business possessing and/or financing for emerging developing a proprietary product, service or innovation companies for intellectual property with strong market working capital. Funding outlook, and likelihood to attract follow-up could be a loan, equity funding. position or combination of the two. Lending Amount Limits $25,000 – $250,000 Interest Rates Loan Terms Prime rate plus or minus 2 percentage points Real Estate: up to 12 years with up to 20 year amortization Equipment: up to 10 years Working Capital: up to 7 years Up to $25,000 Prime rate plus or minus 2 percentage points 1 job per $20K of federalized loan Real Estate: up to 12 years with up to 20 year amortization Equipment: up to 10 years Working Capital: up to 7 years Up to $30,000 0% to Prime plus 2 percentage points Up to $250,000 $25,000 - $250,000 Security PG CG Mortgage Lien GBSA RLF Participation Percent Not to exceed 50% PG, CG Lien Mortgage, GBSA Real Estate: up to 12 years with up PG to 20 year amortization CG Lien Equipment: up to 10 years Mortgage GBSA Up to 100% Prime rate plus or minus 2 percentage points Real Estate: up to 12 years with up PG to 20 year amortization CG Lien Equipment: up to 10 years Mortgage GBSA Working Capital: up to 7 yrs. Not to exceed 50% Prime rate plus 2 to 8 percentage points. Warrants or conversion rights on a percentage of loan may be taken. Working capital with payback expected within 5 years. Not to exceed 50%, the other 50% should come from other equity investors PG CG Mortgage Lien GBSA Stock Ownership Up to 100% WWEDF financing terms and conditions will be tailored to each businesses’ need based on business plan and financial disclosure review. Western Wisconsin Economic Development Fund Administrative Manual 5.0 PROCESS AND PROCEDURES Upon approval of this Administrative Manual by the participating counties, cities and villages, WWEDF Board and the WEDC, A Business Loan Form will be prepared that will be used throughout its service area. This application will adhere to the standards of this Manual and all applicable federal or state requirements. 5.1 LOAN APPLICATION PROCESS: The business should contact the Program Administrator or the local RLF administrator if a county or community has designated one about funding availability and eligibility. Local RLF administrators shall regularly communicate with the Program Administrator to keep informed about funding levels to ensure a business does not complete an application if no funds are going to be available in the amount and time needed by the business. Loan applications shall be completed and submitted to the Program Administrator or the local RLF administrator if a county or community has designated one. Once the Local RLF Administrator determines that an application is complete, the business and the Program Administrator shall be notified. Table 5.1 illustrates how responsibilities are assigned and decisions made by the WWEDF. RLF Loan Review/Approval: The Program Administrator or the local RLF administrator if a county or community has designated one shall review the application and supporting documents required to underwrite the loan and verify that the loan request meets program criteria and follows prescribed standards. The Program Administrator or the local RLF administrator if a county or community has designated one shall schedule a loan committee meeting depending on type and amount of loan request. The applicant shall be notified as to the date and time of the loan meeting. The applicant is required to attend the loan review meeting and any participating lender is also encouraged to attend. The Program Administrator or the local RLF administrator if a county or community has designated one shall send the complete application with all attachments and documentation to the Program Administrator. The RLF loan committee shall conduct basic financial underwriting prior to approving loans that include: 1) The recipient can repay the proposed assistance. 2) Project costs are reasonable. 3) All sources of project financing are committed. 4) Prescribed capital is available to be invested. 5) The project is financially feasible. 6) To the extent practicable, the return on the owner's equity investment will not be unreasonably high 7) Proposed funding does not enable a business to compete unfairly with existing businesses in the community offering similar goods or services. 8) The loan application meets the requirements of the loan program standards. 9) For Facade/ Historic Loan applications copies of the description, design plans, sketches, and photographs are to be obtained. Economic Development Benefits of Loans: The RLF Loan Committees and the WWEDF Board shall also take into consideration economic development benefits of all loan applications. There are both direct and indirect benefits that can be considered by the loan committees. The committees shall evaluate proposed loans weighing the economic impacts such as: Direct Benefits 1) Job creation and retention, especially jobs that pay good wages and provide benefits. 2) Increased tax base and amount of private investment leveraged. 3) Creation or retention of services needed or not available in a community Examples - Indirect Benefits 1) Spin-off effects that strengthen other sectors of the economy. 2) Creation of a visible symbol of positive economic change in a community or the region. 3) Long-term economic and employment innovation potential. 18 Western Wisconsin Economic Development Fund Administrative Manual 4) 5) 6) 7) Adds value to and expands the market for area resources. Diversifies the local economy. Invests in new technology. Helps reverse brain-drain. Job Creation: For businesses borrowing federalized funds at least one (1) full time permanent or equivalent position shall be created for every $20,000 borrowed from the WWEDF. The WWEDF Board may set lower job cost standards that would take into consideration type of jobs, hourly wages, etc. The WWEDF Board may also set different job creation or retention standards for defederalized funds. The Program Administrator or the local RLF administrator if a county or community has designated one shall issue commitment letters for approved loans only after the loan is approved by the Loan Committee. If the commitment is accepted by the busine ss, the Program Administrator shall close, disburse and service the loan. In the case where the County or community has designated a local RLF administrator the local RLF administrator shall contact the Program Administrator to close, disburse and service the loan. RLF Loan Review/Denial: If the loan committee denies a loan application the Program Administrator or the local RLF administrator if a county or community has designated one shall issue a denial letter to the business stating reasons for denial. If the a local RLF administrator is issuing this letter a copy shall also be sent to the Program Administrator. 5.2 LOAN DOCUMENTATION Prior to releasing funds, the following documentation must be in place or provided at the appropriate time during the term of the loan. 1) Compliance with Applicable Laws. Certification is to be obtained from the business that they are in compliance with and will stay in compliance with all applicable local, state, and federal laws or codes or they have an approved agreement in place with the County or Community Loan Board or the WWEDF Board to remedy any non-compliance issues. 2) Project Completion Schedule. Businesses that borrow federalized funds are to provide a Project Implementation Schedule not exceeding 24 months for project completion and job creation and maintain the positions created for 24 months. The WWEDF board may establish other Project Implementation Schedule period for de-federalized funds. 3) Notice of Loan Commitment and Acceptance. The designated Loan Committee must have reviewed and approved a complete application for an applicant to be eligible for funding. The Program Administrator or the local RLF administrator if a county or community has designated one shall draft the letter of commitment based on the conditions approved by the WWEDF Board or the county or community loan committee. In the case where the County or community has designated a local RLF administrator the local RLF administrator shall provide a copy of the loan commitment letter to the Program Administrator. The business applicant must return an executed acceptance of loan terms to the Program Administrator to initiate loan closing. 4) Evidence of permits, etc. Documentation must be provided by the applicant that all necessary permits, licenses and any other registrations have been obtained prior to the release of loan funds. 19 Western Wisconsin Economic Development Fund Administrative Manual 5) Loan Agreement. The Program Administrator shall prepare a loan agreement that shall be executed by the authorized persons of the WWEDF Board and the business who have authority to commit the WWEDF Board and business to the Loan Agreement. 6) Promissory Note. A promissory note shall be prepared by the Program Administrator and must be dated and specify the amount and terms of the WWEDF loan. 7) Security. Mortgage, lien instruments and guarantees shall be considered and provided as necessary for all loans. The documents will be executed at the time of the loan closing. The Program Administrator shall promptly record the documents. The documents will be placed in loan files and may include: a) Mortgage and security agreement b) UCC searches and filing c) Guarantee agreement d) Title insurance or abstract, if applicable e) Assignment of life insurance, if applicable f) Casualty insurance binder g) Personal and/or other guarantee h) Other documentation as may be appropriate 8) Repayment Schedule. The Program Administrator shall prepare or review an amortization schedule. 9) Evidence of Program Expenditures. Documentation acceptable to the Program Administrator must be provided by the business to evidence program expenditures. 10) Other Documentation. As appropriate or necessary, the loan recipient may be asked to provide the following to the Program Administrator: a) b) c) d) e) The Articles of Incorporation and by-laws or Articles of Organization and operating agreements A resolution or agreement to borrow funds Evidence of having secured other funds necessary for the project Current financial statements An Environmental Assessment for real estate loans. The assessment may be a Phase I, II, or III analysis, depending on the environmental condition of the site. With the applicable above documentation in place, the Program Administrator will schedule a loan closing. All documents shall be executed before funds are disbursed, and mortgages and UCC statements shall be recorded with the Register of Deeds and the Wisconsin Department of Financial Institutions. 5.3 DELINQUENCY AND DEFAULT PROCEDURES. A loan shall be defined as critically late when payments are late up to and including ten days. A loan shall also be defined as delinquent if a payment is past-due by any length of time up to and including 60 days. A loan shall be defined as in default if it is past-due by any length of time beyond 60 days. The Program Administrator shall contact the borrower when its loan becomes critically late to determine the practicality of the business making the loan current before it reaches default. If the critically late payment status cannot be satisfied the Program Administrator shall provide written notice no later than 30 day of past-due payments to: the business, the County or Community Loan Committee that approved the loan or the WWEDF Board if they 20 Western Wisconsin Economic Development Fund Administrative Manual approved the loan. Each County and Community Loan Committee and the WWEDF Board shall designate a person who shall serve as their liaison that the Program Administrator is to contact regarding loan delinquency. The written notice to the business shall specify the following: 1) The action required to cure the delinquency. 2) A date from the notice, by which the delinquency must be cured to avoid default status. 3) Any penalties incurred as a result of the delinquency. 4) If the business would like to meet with the County or Community Loan Committee that approved the loan or the WWEDF Board if they approved the loan to develop a plan to avoid default. If a County or Community Loan Committee approved the loan that becomes delinquent or in default it shall have the authority if it chooses to renegotiate with the business new loan terms and conditions. A County or Community Loan Committee that approved a loan may also renegotiate with the business new loan terms and conditions if the borrower has or is likely to default or violate other agreements, laws and regulations that could threaten payment of the WWEDF loan. To renegotiate the new terms and conditions the County or Community Loan Committee must conclude the business does not have or will not have the ability to repay the loan as set forth in the promissory note and/or loan agreement. The County or Community Loan Committee shall have the authority to allow deferral of loan interest and principal payments by the business up to 120 days starting on the first day of payment delinquency by the business to negotiate an agreeable repayment plan for the business. Any finalized repayment plans approved by the County or Community Loan Committee for a business that offer deferral of principal and/or interest payments for the business beyond 180 days starting on the first day of payment delinquency shall require the approval of the WWEDF Board. The County or Community Loan Committee that approved a loan may defer new loan terms and condition decisions to the WWEDF Board. On all new loan terms and conditions interest shall accrue during the deferment period and may be paid in full or added to the principal amount of the loan. Following the deferral period, interest and principal shall be paid for during the remaining term of the loan. All terms and conditions negotiated shall comply with the terms and conditions of this Administrative Manual, and any state and federal requirements that govern the business loan. If the business defaults on any of the terms and conditions of the loan agreement, note, participation agreement, mortgage, security agreement, or other agreement issued in connection with a loan, and it is determined by the County or Community Loan Committee if they approved the loan or the WWEDF Board if they approved the loan, that negotiation with the business on new terms and conditions as described above are not practical, the WWEDF Board may then commence action to recover the unpaid balance of the note and account, and may empower the Program Administrator to take action to protect the WWEDF’s interests. The County or Community Loan Committee that approved a loan may defer all loan collection and recovery decisions after defaul t to the WWEDF Board. The WWEDF Board shall have the sole authority to approve all legal actions and costs pertaining to collection actions regarding default, business or collateral foreclosure, repossession, deficiency judgments, bankruptcy and any other litigation costs. 5.4 USE OF LOAN REPAYMENTS AND REPORTING. Repaid loans shall be re-deposited into the WWEDF account and used in a manner consistent with this Administrative Manual and agreements with the Wisconsin Economic Development Corporation. A separate accounting record for each loan shall be kept to account for all loans. The fund account shall be audited yearly by an independent auditor. The Program Administrator shall prepare reports on the use of funds. 5.5 LOAN SERVICING The Program Administrator shall be responsible for the day-to-day administration of the portfolio, including establishment and maintenance of recordkeeping and tickler file systems, preparing and submitting progress reports, collecting and analyzing 21 Western Wisconsin Economic Development Fund Administrative Manual financial statements, conducting field visits, monitoring repayments and working with problem loans. The Program Administrator subject to WWEDF board approval may engage outside staff to assist with the administration of the fund including accountants and legal counsel. The Program Administrator shall monitor each loan to ensure compliance with the loan terms and conditions and to monitor the financial health of the business. The monitoring will also ensure that all recordkeeping requirements are met. A loan servicing file shall be established and maintained for each loan. The file shall include all written correspondence: a record of important telephone conversations; a list of applicable loan covenants; certificates of insurance for - builder's risk, propertycasualty, and life insurance, as applicable. Loans shall normally have loan payments due every month. The objective of the WWEDF is to contribute a positive economic benefit rather than maximizing return on investment. Thus the WWEDF Board has more latitude in dealing with a problem loan than a traditional lender does. If the business cou ld benefit from a loan workout and other participating lenders are also willing to work with the business, the WWEDF Board may utilize various alternatives to assist the troubled business with an amended payment structure. Collection actions including collateral foreclosure, repossession and legal actions taken to preserve the WWEDF's interest in collateral shall be taken on behalf of the WWEDF and shall be approved by the WWEDF Board unless the board delegates certain authorities to local loan committees or the Program Administrator. There shall be no loan loss reserve established. 5.6 RECORDKEEPING In addition to all other requirements, the financial management records must be comprehensive and designed to provide the following information, which may be provided through an internal accounting system approved by the WWEDF Board and maintained by the Program Administrator: 1) Accounts that record all deposits and disbursements to and from the loan fund, including funds used for administration, federal funds, CDBG funds to be returned to WEDC or the Wisconsin Department of Administration, funds available for WWEDF financing programs, and contributions from each RLF local government or other sources. 2) Loan repayment registers that record repayments made by each business receiving a loan from the WWEDF. This register also tracks the balance of repayments from all loans from the WWEDF. 3) Collection Register for every loan made. Each register contains the business name, loan date, loan number, loan amount, terms, and date repayment begins. Payments are divided into principal and Interest payments, with a decl ining principal balance. 4) Program Administrator shall prepare periodic status reports for the WWEDF Board, County and Community Loan Committees, Communities, WEDC or the Wisconsin Department of Administration. Written records of all program activities, including program meetings, loan applications, and related documents, shall be maintained in appropriate files by the Program Administrator. Authorized personnel shall maintain all project files in a secure, fireproof place with limited access. Certain records shall be available electronically to provide access to local governments, economic groups and the WEDC or the Wisconsin Department of Administration. County Loan Committees and local RLF administrators shall provide copies of all activity relating to the WWEDF to the Program Administrator on a timely basis or as requested. A documentation file should be established and maintained by the Program Administrator for each loan recipient and 22 Western Wisconsin Economic Development Fund Administrative Manual contain the following: 1) Loan Application. All applications, business financial statements, personal financial statements, credit reports, resumes, business plan documents, and other supporting loan information submitted to the WWEDF, including all applicable correspondence, shall be placed in a Loan Application file. 2) Loan Approval. This file must contain action taken on the loan and will include recommendations and evidence of loan approval. 3) Loan Closing. All legal documents, including but not limited to debt and security instruments, loan agreements, and other applicable documents made in accordance with loan disbursement procedures. On a case-by-case basis, Counsel shall be retained to ensure file compliance and proper documentation. 4) Tickler System. Notices shall be generated systematically to serve as a reminder on time-sensitive items. Tracking such information is vital in protecting security interests, ensuring lien perfection, and monitoring loan performance. The following is a non-exhaustive list of items to be indexed in tickler format, when applicable: a. Expiration dates pertaining to property, commercial liability, business loss interruption, and key-man life insurance policies b. Due dates and requests for financial statements as stipulated in the loan agreement c. Periodic site visits and/or management conference calls d. Lapse dates relating to UCC financing statements should be generated no later than 45 days prior, but not more than 180 days before, UCC filing expiration e. Scheduled dates to perform annual reviews and monitor covenant compliance f. Due dates for any current or outstanding tax obligations (i.e. property, payroll, etc) g. Dates for any imminent changes in loan repayments or reminders regarding non-compliance deadlines or default dates. 5) General Information. Standard loan recipient reporting and contact should be made to properly assess credit risk and any deficiencies that may exist. In all cases, one or more of following should occur on an annual basis: a. Financial statements prepared by a qualified accountant and submitted in a form acceptable to the WWEDF Board, County or Community Loan Committee b. Letters and progress reports c. Site visit and/or management conference calls. A summary of any visits or calls shall be logged for future reference. d. Amortization reconciliation and repayment monitoring to target unwanted credit behaviors and to assist in uncovering larger issues Loan reviews shall be performed through a culmination of collecting and analyzing the above mentioned. A report summary shoul d be completed to address the following credit topics: punctuality of payments, collateral considerations, sales innovation, financial health of the business, presence of material liens or lawsuits, violations of loan covenants, and suggested corrective actions. In t he event a business is experiencing difficulty complying with the terms and conditions of the loan agreement, note or ot her legal contract, the Program Administrator shall attempt to work with the borrower to correct identified deficiencies through mutually agreeable a ctions, including restructuring the loan to protect the fund's interest while meeting the business' needs. In the event the findings of the loan review uncover serious deficiencies, particularly the imminent threat or occurrence of default, the Program Administrator shall consult with the County or Community Loan Committee if they approved the loan or the WWEDF Board if they approved the loan and/or the WWEDF’s Legal Counsel to discuss and act on matters to remedy any expected or existing problems of a transaction. 23 Western Wisconsin Economic Development Fund Administrative Manual Table 5.1 – WWEDF Organization Decision Flow Chart 24