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HomeMy WebLinkAboutHRA Item 036 AN June 6, 2016 Item No. RESOLUTION TO SUBMIT SUPPLEMENTAL MINNESOTA INVESTMENT FUND APPLICATION ON BEHALF OF HEARTHSIDE FOOD SOLUTIONS, LLC HRA Meeting Proposed Action Staff recommends adoption of the following motion: Move to approve Resolution Authorizing an Application to the Department of Employment And Economic Development For Minnesota Investment Fund On Behalf of Hearthside Food Solutions, LLC Overview Hearthside Food Solutions (formerly Ryt-Way Industries), a contract food packaging company located in the Airlake Industrial Park, is planning an investment of $13.6M at their Lakeville facility to accommodate a growth opportunity, which would require the purchase and installation of new processing lines. The Minnesota Investment Fund provides loans to businesses that create or retain full-time permanent jobs, and invest in machinery or real property acquisition or improvements. The program is available statewide for manufacturing, distribution, warehousing, and other eligible business activities. DEED has proposed a Minnesota Investment Fund loan of $450,000, with $200,000 being forgiven once job and wage goals have been achieved. The additional $250,000 is proposed to be repaid over 7 years with an interest rate at 3%. Hearthside will be required to retain 99 jobs and create 36 additional jobs within two years. Staff recommends approval of this Minnesota Investment Fund Application on behalf of Hearthside Food Solutions. Supporting Information • Resolution Authorizing Application • Minnesota Investment Fund Application Financial Impact: $ 450,000 Budgeted: Y❑ NO Source: DEED Related Documents: (CIP, ERP, etc.): Envision Lakeville Community Values: Diversified Economic Development Report Completed by: David Olson, Community & Economic Development Director CITY OF LAKEVILLE HOUSING AND REDEVELOPMENT AUTHORITY DAKOTA COUNTY, MINNESOTA RESOLUTION NO. RESOLUTION AUTHORIZING AN APPLICATION TO THE DEPARTMENT OF EMPLOYMENT AND ECONOMIC DEVELOPMENT FOR MINNESTOA INVESTMENT FUND ON BEHALF OF HEARTHSIDE FOOD SOLUTIONS, LLC. BE IT RESOLVED that the City of Lakeville Housing and Redevelopment Authority (HRA) act as the legal sponsor for project(s) contained in the Business and Community Development Application to be submitted on or about June 7`' and that the Chair and Secretary are hereby authorized to apply to the Department of Employment and Economic Development for funding of this project on behalf of City of Lakeville. BE IT FURTHER RESOLVED that the City of Lakeville HRA has the legal authority to apply for financial assistance, and the institutional, managerial, and financial capability to ensure adequate construction, operation, maintenance and replacement of the proposed project for its design life. BE IT FURTHER RESOLVED that the City of Lakeville HRA has not incurred any costs and has not entered into any written agreements to purchase property. BE IT FURTHER RESOLVED that the City of Lakeville HRA has not violated any Federal, State, or local laws pertaining to fraud, bribery, kickbacks, collusion, conflict of interest or other unlawful or corrupt practice. BE IT FURTHER RESOLVED that upon approval of its application by the state, the City of Lakeville HRA may enter into an agreement with the State of Minnesota for the above -referenced project, and that the City of Lakeville HRA certifies that it will comply with all applicable laws and regulations as stated in all contract agreements and described on the Compliance Section (S-7) of the Business and Community Development Application. AS APPLICABLE, BE IT FURTHER RESOLVED that the City of Lakeville HRA has obtained credit reports and credit information for Hearthside Food Solutions, LLC. Upon review by The City of Lakeville HRA, no adverse findings or concerns regarding, but not limited to, tax liens, judgments, court actions, and filings with state, federal and other regulatory agencies were identified. Failure to disclose any such adverse information could result in revocation or other legal action. NOW, THEREFORE BE IT RESOLVED that the Chair and Secretary, or their successors in office, are hereby authorized to execute such agreements and amendments thereto, as are necessary to implement the project(s) on behalf of the applicant. Dated this 6' day of June, 2016. CITY OF LAKEVILLE Douglas P. Anderson, Chair ATTEST: Bart Davis, Secretary Minnesota Investment Fund (MIF) Program Application Doprbwnt i- I Empkrmwd ,W EC0111mic D0v*10PnWM State Funds APPLICATION PROCEDURES The Minnesota Investment Fund (MIF) Program provides loans to businesses that create or retain high -paying, full-time permanent jobs, and invest in machinery or real property acquisition or improvements. The program is available statewide for manufacturing, distribution, warehousing, and other eligible business activities. Applications are accepted on a year-round basis as funds are available. To receive funds, a business must work in conjunction with the local or county government where the business will be located. A MIF application must be completed and submitted to the Department of Employment and Economic Development (DEED). Step-by-step instructions are listed below and applications may be submitted by mail or email to the Loan Officer for the appropriate region of the state. Please consult with your DEED loan officer before completing this application. COMPLETING THE APPLICATION In consultation with DEED, the local government will make a preliminary determination about whether a business meets the minimum program requirements. Use the MIF Eligibility Checklist on the program website for guidance. If a business is potentially eligible, the following steps are completed: 1. The business provides the information to the local government needed to complete the MIF Application. The local government must submit the completed application to DEED. Please utilize application checklist to ensure application is completed correctly. 2. DEED evaluates the application and notifies the local government and business of approval or denial. If approved, DEED will determine a maximum funding amount and job creation requirements. 3. Jobs created and/or capital investment expenditures maybe counted after the business is formally notified by DEED that an award has been made. If hiring needs to begin sooner, please discuss the business needs with your DEED Loan Officer. 4. DEED will draft a Contract specifying the details of the award and job creation requirements. The local government and the DEED commissioner sign the Contract. S. After the Contract is fully executed, the local government will enter into a Loan Agreement with the business. MIF funds will be paid on a reimbursement basis after required documentation verifying expenditures is submitted. 6. The local government will submit required annual progress reports, payment request documentation, and other information requested by DEED. 06/24/15 MINNESOTA INVESTMENT FUND (MIF) PROGRAM APPLICATION SECTION 1- LOCAL GOVERNMENT APPLICANT INFORMATION Local Government Applicant: Local Government Contact Name and Title: City of Lakeville HRA David Olson, Community & Economic Develop Email: Telephone: dolson@lakevillemn.gov 952-985-4421 Address: City/State/Zip: 20195 Holyoke Ave Lakeville, MN 55044 PART A — Local Resources & Financing Request Does local government have a Revolving Loan Fund? B Yes ❑ No *A copy of the Local Government's Revolving Loan fund Policies must be submitted with this application If yes: What is the balance of the revolving loan fund? $40,000 What is the local government committing to this project (please provide specifics)? Is the applicant up to date with the filing of Minnesota Business Assistance Forms? 8 Yes ❑ No Is the applicant up to date with the filing of MIF Revolving Loan Fund annual reports? 8 Yes ❑ No ❑ N/A What is the requested MIF loan amount? $450,000 ($200,000 - forgivable) What rate and term is the local government proposing for the new MIF loan funds? 3% for 7 years What collateral will be pledged for the MIF loan? Lien on equipment and corporate guaranty What will the MIF funds be used for (attach estimates)? Machinery and equipment PART B — Community Needs Include a project narrative which addresses the following areas as appropriate. Describe your community and economic development needs in detail and identify priorities and strategies for resolving these needs based on the following criteria: 1. Economic vulnerability of the community (Examples: need to diversify industrial base, underemployment of labor pool, labor pool needs); 2. Events contributing to a unique situation (Examples: recent loss of large employer, labor pool dependent upon one sector or industry, seasonality of employment, natural disaster); 3. Out migration due to lack of jobs (provide data showing a recent population decline due to lack of employment); 4. Project will support the economic viability of underserved businesses (e.g. veteran, minority, disabled, or women owned); 5. Tax Base: An increase in the value of the parcel(s) of land that will be directly assisted by the project (Provide a letter from the county/city assessor). 06/24/15 2 PART C — Citizen Participation 1. A public hearing is required to provide citizen notification and involvement prior to submitting the application. Submit a copy of the public hearing minutes, a copy of the public notice and affidavit.of publication, and the Local Government Resolution. 2. Samples of the public hearing notice and the Local Government Resolution are attached as Exhibits A& B. PART D — Business Credit Check 1. The following information searches on the business and owners holding 10 percent or more of the business must be acquired and reviewed prior to passing the Local Government Resolution: lien/judgment, criminal record, pending lawsuit, credit status, bankruptcy. Provide a short narrative describing the steps completed for due diligence. 2. Attach a narrative describing the local governments' ability to manage the grant, revolving loan fund, state and local compliance requirements, and the implementation of the project. PART E — Financial Analysis 1. The local government must conduct a financial underwriting analysis of project/business financials for the proposed project. 2. What were the findings of your financial analysis? 3. Please attach a copy of the lead lender's credit presentation with this application. PART F — Project Compliance with State Statutes & Rules All businesses receiving a MIF loan must abide by the following statutes and rules: 1. Minnesota Statutes, Section 181.59. Prohibits discrimination in contracts. 2. Minnesota Statutes, Section 363A.08. Prohibits unfair discrimination practices related to employment or unfair employment practices. 3. Minnesota Statutes Chapter 363 Minnesota Human Rights Act. Requires that all public services be operated in such a manner that does not discriminate against any person in the access to, admission to, full utilization of or benefit from such public service. 4. Minnesota Statutes, Sections 176.181-176.182. Requires recipients and subcontractors to have worker's compensation insurance coverage. 5. Minnesota Statutes, Sections 290.9705. Requires that 8 percent of payments made to out-of-state contractors be withheld once cumulative payments made to the contractor for work done in Minnesota exceed $50,000 in a calendar year, unless a waiver is granted by the Department of Revenue. 6. Minnesota Statutes, Section 1161.871. Requires recipients of $500,000 or more of state loan funds to be used for construction to ensure that prevailing wages are paid to laborers and mechanics at the project construction site. 7. Minnesota Statutes Sections 471.87 and 471.88. Forbids public officials from engaging in activities which are, or have the appearance of being, in conflict of interest. 8. Minnesota Statutes 1161.993-995. Business Subsidy laws apply to this project. 9. Minnesota Statutes, 1161.8731. Minnesota Investment Fund laws apply to this project. 10. Minnesota Investment Fund, Rules Chapter 4300. 11. Minnesota Statutes, Chapter 13. The Minnesota Government Data Practices Act provides guidance on data privacy related to this project. 06/24/15 3 LOCAL GOVERNMENT CERTIFICATION: If an award is provided for the project, the information contained in the application will become a matter of public record with the exception of those items protected under the Minnesota Government Data Practices Act found in Minnesota Statutes, Chapter 13. 1 also certify compliance with the appropriate State Statutes and Rules as stated in the accompanying Local Government Resolution. I have read the above statement and I agree to supply the information requested to the Minnesota Department of Employment and Economic Development, Office of Business Finance with full knowledge of the information provided herein. I certify the information contained herein is true and accurate. Name/Title of Local Government Official: Signature of Local Government Official: David Olson, Community & Economic Development Director Date: 06/24/15 4 SECTION 2 — BUSINESS INFORMATION Business: I Business Legal Name: I Name of Borrower (if different): Hearthside Food Solutions, LLC Hearthside Food Solutions, LLC Business Mailing Address: Street Address for MIF Project Site: 3250 Lacey Rd., Suite 200 21750 Cedar Ave. Business City/State/Zip: City/State/Zip for MIF Project Site: Downers Grove, IL 60515 Lakeville, MN 55044 Primary Business Contact and Title: Matthew Sagendorf E-mail: Telephone: msagendorf@hearthsidefoods.com 630-967-3644 Website: FEIN: www.hearthsidefoods.com 26-4228653 NAICS Code: Minnesota Tax ID: 311230 PART A — Business Description. Describe the business and its major activities. Please attach a narrative and include the following information: 1. Business overview and company history and ownership 2. Product or industry outlook for the MIF project 3. Markets (local, statewide, national, international) and competitive advantage 4. Attach three years historical financials (profit & loss/balance sheets) and 2 years financial projections, and year to date internally generated financials Indicate type of business & provide verification: ❑ Corporation: Articles of Incorporation, By -Laws, Certificate of Incorporation ❑ Partnership: Partnership Agreement B LLC: Articles of Organization, Operating Agreement, Member Control Agreement, Certificate of Organization ❑ Proprietorship or operates under a name other than the businesses legal name: Assumed Name Certificate, Affidavit of Publication ❑ Foreign Corporation: Certificate to Do Business in Minnesota and in home state. Proprietorship, partners, officers, directors, holders of outstanding stock of 10 % or more of business ownership must be accounted for, and holders over 20% - personal financial statements must be submitted. Name Title % of Ownership Goldman Sachs 43% Vestar Capital Partners 48% 06/24/15 5 List Officers / Key Employees and include resumes (President, Vice President, etc.): Name Title Years at Company Rich Scalise Chairman CEO & Co -Founder 7 James Wojciechowski Interim Chief Financial Officer 1 Bob Scalia Senior VP Strategy & Bus Dev 3 Does the property or the business have any outstanding local, state or federal tax liabilities? L1 Yes 8 No If yes, describe: Are there current or unsatisfied judgments or injunctions against the business or owners? ❑ Yes B No If Yes, describe: Is there current or pending litigation involving the business? ❑ Yes 8 No If yes, attach summary and disposition. Within the past five years, has there been any violation(s), citation(s), or complaint(s) of discrimination filed against the company in a state or federal court or before any state, federal or local government agency? ❑ Yes B No If Yes, attach a copy of the violation(s), citation(s), or complaint(s) and the disposition of each. Have there been any current or past bankruptcies on the part of the business, or on the part of any current (or prospective) officer, principal, owner or in any business dealings of current (or prospective) officers, principals, or owners of the applicant entity? ❑ Yes 8 No SECTION 3 - PROJECT OVERVIEW PART A — Project Description. Describe the project for which MIF funds are being requested. Please attach a narrative and include the following information: 1. Provide details for the project for which MIF funds are being requested. Discuss topics such as square footage, lease versus ownership, new construction versus renovation, or leasehold improvements, etc. 2. Is this anew facility/site, expansion and/or acquisition? 3. Will the business purchase/lease/or construct the facility? Who will own the facility? 4. Explain why MIF financing is necessary for this project. 5. Describe how the MIF project will strengthen and/or diversify the local or Minnesota economy. 6. Describe any local government assistance for the MIF project (e.g., city loan, abatement, TIF, etc,). 7. Attach a commitment letter from each financing source, including a letter of commitment for any business equity. PART B — Project Timeframe Task Estimated Completion Date Commitment of all funds 6/30/16 Start of construction 7/31/16 Purchase Equipment 8/31/16 Project Completion 9/30/16 06/24/15 6 PART C — Project Sources & Uses Do you acknowledge that Personal Guaranties are required as a condition of the MIF loan? ❑ Yes Description of equity/other: Company PART D — Detailed job & wage information. Current number of employees company -wide: Over 7,500 FTEs worldwide Current number of permanent, FTE employees in Minnesota: 532 Current number of permanent, FTE employees at proposed MIF project site: 99 *Provide a most recent payroll report to document current employment levels. Social security numbers and other sensitive information should be redacted. Will any jobs be relocated from another Minnesota site to the proposed MIF site? ❑ Yes B No If yes, which location(s) will the employees be relocated from? *For jobs relocated from another Minnesota location, a letter in support of the move from the city where the jobs will be moving from must be attached Number of new FTE jobs to be created within 2 years in Minnesota: 36 *Full-time equivalent (FTE) permanent jobs based upon expected work hours of 2080 annually Will non -mandated benefits be provided? B Yes ❑ No Which non -mandated benefits will be provided? B Health B Dental W Retirement 8 Life El Profit Sharing/Bonuses 06/24/15 MIF Bank Equity (describe below) Local Government Other (describe below) Total Property Acquisition Site Improvement New Construction Renovation of Existing Bldg. $1,300,000 $1.3 M Purchase of M & E $450,000 $11,850,000 $12.3 M Other Total Project Cost $13,600,000 $13.6 M Term (years) Interest Rate Collateral Lien Position Description of equity/other: Company PART D — Detailed job & wage information. Current number of employees company -wide: Over 7,500 FTEs worldwide Current number of permanent, FTE employees in Minnesota: 532 Current number of permanent, FTE employees at proposed MIF project site: 99 *Provide a most recent payroll report to document current employment levels. Social security numbers and other sensitive information should be redacted. Will any jobs be relocated from another Minnesota site to the proposed MIF site? ❑ Yes B No If yes, which location(s) will the employees be relocated from? *For jobs relocated from another Minnesota location, a letter in support of the move from the city where the jobs will be moving from must be attached Number of new FTE jobs to be created within 2 years in Minnesota: 36 *Full-time equivalent (FTE) permanent jobs based upon expected work hours of 2080 annually Will non -mandated benefits be provided? B Yes ❑ No Which non -mandated benefits will be provided? B Health B Dental W Retirement 8 Life El Profit Sharing/Bonuses 06/24/15 JOB CREATION FORM — LIST ALL PERMANENT JOBS TO BE CREATED POSITION TITLE (List permanent FTE positions only)* HOURLY RATE WITHOUT BENEFITS HOURLY VALUE OF BENEFITS ** TOTAL HOURLY WAGE INCLUDING BENEFITS *** Line Worker (25) $10.20/hr $5.76/hr $16.93/hr Hopper Filler (3) $12.291hr $6.04/hr $18.33/hr Line Lead (3) $15.98/hr $6.53/hr $22.52/hr Mechanic 1) $20.43/hr $7.15/hr $27.58/hr Blender (3) $12.29/hr $6.04/hr $18.33/hr Warehouse (1) $15.50/hr $6.48/hr $21.98/hr Total jobs to be Created: 36 Average hourly Wage: $11.40 Average hourly benefits: $5.92 *For the purposes of the Minnesota Investment Fund program, jobs considered must be non -contract, non -seasonal, permanent full-time (or part time that add to 2080) equivalent positions working at least 2080 hours per year. ** Only non -mandated benefits to the employee. Social security tax, unemployment insurance, workers compensation insurance and other benefits mandated by law must be excluded. *** Total compensation including base wage and benefits must be at least 110% of the federal poverty income level for a family of four (verify current wage levels with loan officer at the time of application). PART E - Environmental 1. Are there any environmental risks associated with the site, building, or the business itself? ❑ Yes N No If yes, please describe: 2. Have state environmental review requirements been met, if applicable? a Yes ❑ No 06/24/15 8 SECTION 4 - BUSINESS ACKNOWLEDGMENT AND CERTIFICATION DATA PRIVACY ACKNOWLEDGMENT: Tennessen Warning Notice: per MN Statutes 13.04, Subd.2, this data is being requested from you to determine if you are eligible for assistance from the Minnesota Department of Employment and Economic Development. You are not required to provide the requested information, but failure to do so may result in the department's inability to determine your eligibility for assistance. The data you provide that is classified as private or non-public and will not be shared without your permission except as specified in state and federal laws. Data Privacy Notice: per MN Statutes 13.591, Subdivision 1, certain data provided in this Application is private or non public data; this includes financial information about the business, including credit reports, financial statements, net worth calculations, business plans; income and expense projections; balance sheets; customer lists; income tax returns; and design, market, and feasibility studies not paid for with public funds. Per MN Statutes 116J.401, Subd. 3., certain data provided in this application is private data; this includes data collected on individuals pursuant to the operation of business finance programs. BUSINESS CERTIFICATION: Financial ;assistance Certification: I hereby certify that the Minnesota Investment Fund program is necessary to my business start-up or expansion and that without the Minnesota Investment Fund my business start-up or expansion project would not happen to the extent outlined in the Minnesota Investment Fund Application. I certify that 1 will not count any existing positions or employees moved or relocated from another of Minnesota facility where my business conducts operations as new permanent full-time employees for the purposes of fulfilling requirements of the Minnesota Investment Fund Program. I certify I will not terminate, lay-off, or reduce the working hours of an employee for [lie purpose of hiring an individual to fulfill the requirements of the Minnesota Investment Fund Program. I have read the above statements and I agi ee to supply the information requested to the MN Department of Employment and Economic Development, Office of Business Finance with full knowledge of the information provided herein. I certify that all information provided herein is true and accurate and that the official signing this form has authorization to do so. Name/Title of Business Official: Irl i"N 0f a u1, G ('� ik i Signature of Business Official: �uQ Date: L - ! `t 06/24/15 NOTICE OF JOB LISTING AGREEMENT Businesses receiving an award from the State of Minnesota of at least $200,000 must complete this certification which explains the job listing requirements for this project. This Job Listing Agreement is designed to help you find new employees by providing a free and simple method of recruiting and hiring qualified candidates. Businesses receiving an award from the State of Minnesota in excess of $200,000 must enter into a Job Listing Agreement and list any vacant or new positions on the state's job posting website www.MinnesotaWorks.net. You are also encouraged to use your Workforce Center Business Services Specialist to help you recruit job candidates. If you are required to enter into a Job Listing Agreement, these are the steps that are followed: 1. We will notify a MinnesotaWorks.net Help Desk Specialist of your business' name, contact person's name, address, phone number, and the number and type of jobs to be created as a result of the award. 2. A representative from your local Workforce Center will schedule a meeting with you to discuss and sign the Job Listing Agreement. 3. When you have a job opening related to the project for which the award was granted, you must: a) notify the Workforce Center of the opening at least 15 days prior to the anticipated hiring date, and b) post the opening on www.MirnesotaWorks.net at least 15 days prior to filling the position. Your Workforce Center Business Services Specialist is available to assist you with these requi;-ements. 4. Job openings for internal promotions, managerial positions or positions that require unusual skills are not required to be posted under a Job Listing Agreement, 5. Job applicants apply for the open position by following the instructions on your job posting. You make all decisions regarding which candidates you interview and hire. If you have questions, please contact the MinnesotaWorks.net Help Desk at (651)259-7500. I HAVE READ THIS NOTICE AND, IF MY BUSINESS IS RECEIVING AN AWARD IN EXCESS OF $200,000, WILL EXECUTE A JOB LISTING AGREEMENT. Name/Title of Business Contact: ° t J� f j Date: Signature of Business Contact: I I� '� , Telephone Number: '� � ` 'U e - Email Address: 06/24/15 10 Consent to Release Private Business Employment and Wage Data Collected and Maintained by the Unemployment Insurance Program Minnesota Department of Employment and Economic Development (DEED) Your business is requesting financial assistance from a DEED business finance program that requires a commitment to create and/or retain jobs at selected wage levels. To help verify your current and future employment and wage levels during your participation in the program, DEED's Business Finance Office staff needs to review the monthly and quarterly employment and wage data that you submit to DEED's Unemployment Insurance Program (UIP). Because your UIP employment and wage data is private, it cannot be provided to Business Finance staff without your permission. The data that will be provided with your permission includes aggregate Minnesota employment levels for your company and at the project site, as well as specific wages and hours worked by your individual employees in Minnesota. It is important to note that data or information on specific individuals will be identify -protected so information such as social security numbers or names will not be provided. Once you provide permission for UIP to share the data, UIP can provide the data to the Office of Business Finance. You have the right to not provide consent by refusing to sign this consent form, however refusal may limit business finance program eligibility. The Office of Business Finance may not release the data to any parties other than to your business representatives and will only receive the data until all job creation and wage level commitments have been met. To view the data or if you have questions, please contact Bob Isaacson, Executive Director, Office of Business Finance at 651-259-7458 or bob.isaacson@state.mn.us. I give my permission for the Unemployment Insurance Program to release monthly and quarterly employment and wage data to DEED's Office of Business Finance; and I understand that this data will be used by the Office of Business Finance to verify job and wage goal attainment associated with financial assistance it provides. Signature of Business Representative Company Date Printed Name of Business Representative Position E-mail Phone