Vision Iowa Board_Community Attraction & Tourism Agreement_ ~`~~~
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COMMUNITY ATTRACTION AND TOURISM PROGRAM
(CAT) GRANT AGREEMENT
RECIPIENT: City of Dubuque and Friends of the Mines of Spain
CAT NUMBER: 09-CATF-025
EFFECTIVE DATE: March 11, 2009
PROJECT NAME: E.B. Lyons Interpretive Center Expansion
TOTAL GRANT AMOUNT: $440,000
PROJECT COMPLETION DATE: March 31, 2011
This COMMUNITY- ATTRACTION AND TOURISM ("CAT") GRANT
AGREEMENT is made by and between the Vision Iowa Board ("Board" or "Vision Iowa"),
and City of Dubuque /Friends of the Mines of Spain ("Recipient").
WHEREAS, the Community Attraction and Tourism (CAT) Program was established by
the Iowa Legislature and the Governor of Iowa to support community projects that build on
Iowa's unique assets and values and expand the recreational, cultural, educational, and
entertaimnent opportunities in Iowa.
WHEREAS, Recipient submitted an application to the Vision Iowa Board requesting
CAT assistance to help finance the Project.
WHEREAS, the Vision Iowa Board found the Project to meet the requirements
established for participation in the CAT Program.
WHEREAS, the Board, on March 11, 2009, unanimously voted to award a grant of Four
Hundred Forty Thousand Dollars ($440,000) to Recipient to assist in funding the Project, subject
to the teens and conditions herein.
NOW THEREFORE, in consideration of the mutual promises contained in this
Agreement and intending to be legally bound, the Vision Iowa Board and Recipient agree to the
following teens of this grant:
CAT Grant Agreement
Foi7~~at approved 5/01
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
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INITL __N
As used in this Agreement, the following terms shall apply:
1.1 AGREEMENT EXPIRATION DATE "Agreement Expiration Date" means the
date this Agreement ceases to be in force and effect. The Agreement expires upon the occurrence
of one of the following: a) this Agreement is terminated by the Board pursuant to Article 8; b) no
disbursement of CAT funds has occurred within the twelve (12) months irmnediately following
the Effective Date; or c) at the Project Completion Date.
1.2 EFFECTIVE DATE "Effective Date" means the date stated above on which the
terms of this Agreement become in force and effect.
1.3 GRANT "Grant" means an award of assistance, with the fulfillment of the conditions
of the award, where repayment of funds is not required.
1.4 GRANT AGREEMENT or AGREEMENT "Grant Agreement" or "Agreement"
means this document, the Project budget and all of the notes, leases, assignments, mortgages, and
similar documents referred to in this document and all other instruments or documents executed
by the Recipient or otherwise required in connection with this grant award.
1.5 PROJECT "Project" means the detailed description of the work, services, and other
obligations to be performed or accomplished by the Recipient as described in this Agreement,
Exhibit C -Program Description and Budget, and the CAT Application as approved by the Board
(Exhibit A).
1.6 PROJECT COMPLETION DATE "Project Completion Date" means March 31,
2011 which is the date by which the Project tasks shall have been fully accomplished.
CAT Grant ab ~eement
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
TILL
I NTITY F TH A °TI
2.1 The Vision Iowa Board is a public instrumentality of the State of Iowa that was
legislatively created to organize, establish, oversee and approve the administration of the Vision
Iowa Program and the Community Attraction and Tourism Program. Iowa Code chapter 15F
authorizes the Board and its programs. The Board's address is 200 East Grand Avenue,
Des Moines, IA 50309.
2.2 The City of Dubuque is an Iowa municipality located at 50 W. 13ti' Street, Dubuque,
IA 52001. Friends of the Mines of Spain is an Iowa non-profit corporation located at 8991
Bellevue Heights, Dubuque, IA 52003.
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UIN
3.1 FUNDING SOURCE The source of funding for the award is funds legally available
to the Board in the Community Attraction and Tourism Fund established pursuant to Iowa Code
section 15F.204 (2001). The funds of the State of Iowa, other than those of the Community
Attraction and Tourism Fund, are not obligated or available to meet any obligations of the Board
created by this Agreement, and this Agreement shall not constitute an obligation or debt of the
Board or the State except to the extent expressly described herein fiom funds on hand legally
available for such purposes.
3.2 RECEIPT OF FUNDS All payments under this Agreement are subject to possession
by the Board of sufficient funds for the Commmunity Attraction and Tourism Program. Any
termination, reduction or delay of Community Attraction and Tourism funds to the Board may,
in the Board's sole discretion, result in the termination, reduction or delay of Community
Attraction and Tourism funds to the Recipient.
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CAT Grant agreement
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
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4.1 GRANT The Board shall make a Grant in the amount first stated herein to the
Recipient to assist in financing the Project, all subject to the terms and conditions of this
Agreement. A copy of Recipient's Application describing the Project is an integral part of this
Agreement and marked as Exhibit A. Due to its size Exhibit A will not be attached to this
Agreement, but will be kept on file at the Iowa Department of Economic Development.
4.2 MAXIMUM PAYMENTS It is expressly understood and agreed that the maximum
amounts to be paid to the Recipient by the Board for Project activities shall conform to the
budget as presented in Agreement Exhibit C -Program Description and Budget. It is further
understood and agreed that the total of all payments to the Recipient by the Board for Project
activities shall not exceed the Award Amount unless modified by written amendment of this
Agreement.
4.3 USE OF FUNDS The Recipients hereby agree to construct and operate the Project as
described in its CAT Application Exhibit A, as approved by the Board, and Exhibit C, Project
Description and Budget. Recipient shall maintain the Project in accordance with the
representations in Exhibits A and C during the term of this Agreement. The Recipients shall
allow the Board, its internal or external auditors, the Iowa Department of Economic
Developt-nent, the Auditor of the State of Iowa, the Treasurer of the State of Iowa, the Attorney
General of the State of Iowa or the Iowa Division of Criminal Investigations to inspect the
Project facilities at all reasonable times in order to monitor and evaluate performance with Iowa
law and the terms of this Agreement.
4.4 ACCOUNTING RECORDS The Recipient is required to maintain its books,
records and all other evidence pertaining to this Agreement in accordance with generally
accepted accounting principles and such other procedures specified by the Board. These records
shall be available to the Board, its internal or external auditors, the Iowa Department of
Economic Development, the Auditor of the State of Iowa, the Treasurer of the State of Iowa, the
Attorney General of the State of Iowa and the Iowa Division of Criminal Investigations at all
times during the Agreement's duration and any extension thereof, and for tluee (3) full years
from the expiration date.
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CAT Grant agreement
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
4.5 DOCUMENTATION Within 10 days of its receipt of a written request from the
Board, the Recipient shall deliver to the Board, upon request, (i) copies of all agreements or
documents relating to the Project, (ii) copies of all invoices, receipts, statements or vouchers
relating to the Project, (iii) a list of all unpaid bills for labor and materials in comlection with the
Project, (iv) budgets and revisions showing estimated Project costs and funds required at any
given time to complete and pay for the Project.
4.6 COST VARIATION 111 the event that the total Project cost is less than the amount
specified in the Agreement, Exhibit C, Program Description and Budget, the CAT participation
shall be reduced by the same ratio as the CAT funds to the total amount spent to complete the
Project. Any disbursed excess above the reduced CAT participation amount shall be retuned
immediately to the Board.
Example:
If the total amount spent to complete the project is less that the total project cost specified
in Exhibit C of the CAT Agreement, the percentage of the CAT Award as it relates to the
total amount spent to complete the project is calculated. This percentage is then taken
times the original amount of the CAT Award, and the resulting amount is what must be
returned.
Funded numbers from Exhibit C of the CAT Agreement
® The funded project had a total project cost listed in Exhibit C of $1,000,000
® The funded project had a total CAT allocation listed in Exhibit C of $200,000
® The funded project had a total local contribution listed in Exhibit C of $800,000
Completed project numbers
® The project, when completed had a total cost of $900,000
Calculation of the amount to be returned
® The CAT award ($200,000) is 22.22% of the completed project total ($900,000)
® $44,440 (22.22%) of the CAT award ($200,000) listed in Exhibit C must be returned to
the Board
4.7 PRIOR COSTS No expenditures made prior to the Effective Date may be included
as Project costs for the purposes of this Agreement.
4.8 DISBURSEMENT OF LESS THAN THE TOTAL AWARD AMOUNT If
substantial progress toward work activities as specified in the Agreement, Exhibit C -Program
Description and Budget, has not been made within one hundred eighty (180) days of the
Effective Date of this Agreement, then the Board shall be under no obligation for further
disbursement. The Recipient shall be obligated to the extent of award proceeds received prior to
that date.
CAT Grant agreement
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
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FUNDS
5.1 CONDITIONS TO DISBURSEMENT. The following conditions shall be met
before the Board disburses funds to Recipient:
(a) AGREEMENT EXECUTED This Grant Agreement shall have been properly
executed and retunled to tie Board within forty-five (45) days of the Board's transmittal of the
final Agreement to Recipient.
(b) BINDING FINANCIAL COMMITMENTS Recipient shall obtain, to the
satisfaction of the Board, all other legally binding financial cormmitments necessary to complete
the Project. Failure to secure and submit documentation of such commitments to the Board
within ninety (90) days of the Effective Date of this Agreement shall be grounds for termination
of this Agreement.
(i) The project will contain all components originally proposed in the
application.
(ii) The award is contingent on completed fundraising within 180 days of
the award date.
(iii) The award is made contingent ou the project obtaining basic LEED
(Leadership in Energy and Environmental Design) certification.
(iv) The award shall be made pursuant to contingencies outlined in a
contract approved by all parties.
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CAT Grant ag~eement
CAT Agreement Number: 09-CATF-025, City ofDubuque /Friends of the Mines of Spain
(c) SUBMISSION OF RECIPIENT DOCUMENTATION Prior to making any
payment on the Grant, Recipient shall have submitted the following documents to the
Board:
For the City of Dubuque:
(i) A resolution of the City authorizing the execution and delivery by the City of this
Agreement and such other documents as the Board or the Board's legal counsel may
reasonably request, and specifying the officer(s) authorized to .execute the Agreement
and such other documents that are necessary to bind the City.
(ii) Evidence, acceptable to the Board or the Board's legal counsel, of all other
funding sources that have been committed to this Project.
(iii) Complete /submit form "W-9, Request for taxpayer identification number and
certification."
For Friends of the Mines of Spain:
(i) Certified copies of Recipient's Articles of Incorporation and By-Laws.
(ii) A Certificate of Incumbency naming the Recipient's current officers and directors.
(iii) A Resolution of the Recipient's Board of Directors authorizing the execution and
delivery by the Recipient of this Agreement and such other papers as the Vision
Iowa Board or the Vision Iowa Board's legal counsel may reasonably request; and
specifying the officer(s) authorized to execute the Agreement and such other
documents that are necessary on Recipient's behalf.
(iv) Documentation of satisfactory credit history of Recipient with no outstanding
judgments or unsatisfied liens.
(v) A certificate of good standing issued by the Iowa Secretary of State confirning
that the Recipient is an Iowa nonprofit corporation in good standing.
(vi)Documentation satisfactory to the Board confirming Recipient's non-profit status.
(vii) Evidence, acceptable to the Vision Iowa Board or the Vision Iowa Board's legal
counsel, of all other funding sources that have been committed to this Project.
(viii) Complete /submit form "W-9, Request for taxpayer identification number and
certification.
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CAT Grant ag•eement
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
5.2 DISBURSEMENT OF FUNDS
(a) All disbursements of proceeds shall be subject to receipt by the Board of requests for
disbursement submitted by the Recipient. Requests for disbursement shall be in foam and
content acceptable to the Board.
Recipient or their designee shall request disbursement by submitting the request form
provided by the Board (as the same may be modified from time to time by the Board) to the
Board or its designee itemizing Recipient's total actual allowable expenses, if any. Expenses
shall be documented in a manner acceptable to the Board or its designee.
The Board or its designee will review the request and, if acceptable to the Board or its
designee, will make the appropriate disbursement from the Community Attraction and Tourism
Fund.
The disbursement authorized by the Board or its designee will be limited to a pro-rata
portion of the Recipient's allowable expenses for the relevant period:
Recipients shall notify the Board within thirty (30) days if the estimated value of the
Project changes by more than five percent (5%). Upon notice of change in the estimated value of
the Project, the Board may exercise its discretion to adjust the disbursement ratio accordingly.
(b) METHOD OF PAYMENT Prior to disbursement, the Recipient shall specify the
account to receive the funds. Community Attraction and Tourism Grant Funds shall be
maintained in a segregated account and shall not be commingled with other funds.
(c) SUSPENSION OF DISBURSEMENT Upon the occurrence of an event of default
(as defined in this Agreement) by the Recipient, the Board or its designee may suspend payments
to the Recipient until such time as the default has been cured to the Board's satisfaction.
Notwithstanding anything to the contrary in this Agreement, upon a termination of this
Agreement on account of an event of default by the Recipient, Recipient will no longer have the
right to receive any disbursements after the effective date of default.
(d) INVESTMENT OF GRANT FUNDS 111 the event that the grant .funds are not
immediately utilized, temporarily idle grant funds held by the Recipient may be invested
provided such investments shall be in accordance with State law, including but not limited to the
provisions of Iowa Code chapter 12C concerning the deposit of public funds. Interest accrued on
temporarily idle grant funds held by the Recipient shall be credited to and expended on the
Project prior to the expenditure of other grant proceeds.
All proceeds remaining, including accrued interest, after all allowable Project costs have
been paid or obligated shall be retuned to the Board within thirty (30) days after the Project
Completion Date. Within ten (10) days of receipt of a written request from the Board, Recipient
shall inform the Board in writing of the amount of unexpended grant funds in the. Recipient's
possession or under the Recipient's control, whether in the form of cash on hand, investments, or
otherwise.
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CAT Grant agreement
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
A TILL 6
T TI NS AND WAR ANTI I I N
To induce the Board to make the Award referred to in this Agreement, the Recipient represents,
covenants, and warrants that:
6.1 AUTHORITY The Recipient is duly organized and validly existing under the laws of
the State and is in good standing, and has complied with all applicable laws of the State of Iowa.
The Recipient is duly authorized and empowered to execute and deliver this Agreement. All
action on the part of the Recipient, such as appropriate resolution of their governing body for the
execution and delivery of the Agreement, has been effectively taken.
6.2 FINANCIAL INFORMATION All financial statements and related materials
concerning the Recipient and the Project provided to the Board are true and correct in all
material respects and completely and accurately represent the subject matter thereof as of the
effective date of the statements and related materials, and no material adverse change has
occurred since that date.
6.3 APPLICATION The contents of the CAT Application submitted by the Recipient to
the Board for CAT funding is a complete and accurate representation of the Recipient and the
Project as of the date of submission and there has been no material adverse change in the
organization, operation, Recipient prospects, fixed properties, key personnel or Project plan of
the Recipient since the date the Recipient submitted the CAT Application to the Board.
6.4 CLAIMS AND PROCEEDINGS There are no actions, lawsuits or proceedings
pending or, to the knowledge of the Recipient, threatened against the Recipient affecting in any
maimer whatsoever their right to execute the Agreement or the ability of the Recipient to make
the payments required under the Agreement, or to otherwise comply with the obligations of the
Recipient contained under the Agreement. There are no actions, lawsuits or proceedings at law
or in equity, or before any goverrunental or administrative authority pending or, to the
1~lowledge of the Recipient, threatened against or affecting the Recipient or the Project.
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CAT Grant ab ~eement
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
6.5 EFFECTIVE DATE The covenants, warranties and representations of this Article
are made as of the date of this Agreement and shall be deemed to be renewed and restated by the
Recipient at the time of each advance or request for disbursement of funds.
6.6 PROJECT VALUE Based on all information known or that should be known by the
Recipients, the estimated value of the Project is One Million, Four Hundred Seventy-six
Thousand, Nine Hundred Ninety-four Dollars ($1,476,994). Recipient shall notify the Board
within thirty days (30) if the estimated value of the Project changes by more than five percent
(5%).
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CAT Grantao-eement
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
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7.1 AFFIRMATIVE COVENANTS. Until the teens of this Agreement are fulfilled,
the Recipient covenants to the Board that:
(a) PROJECT WORK; OPERATION AND MAINTENANCE The Recipient shall
complete the Project by March 31, 2011. For the purposes of this section "complete" means the
Project is fiilly constructed and operational at a level acceptable to the Board. For the duration of
this Agreement, the Recipient shall operate and maintain the Project facilities at a level
acceptable to the Board.
(b) ACCOUNTING RECORDS The Recipient is required to maintain its books, records
and all other .evidence pertaining to this Agreement in accordance with generally accepted
accounting principles and such other procedures specified by the Board. These records shall be
available to the Board, its internal or external auditors, the Iowa Department of Economic
Development, the Auditor of the State of Iowa, the Treasurer of the State of Iowa, the Attorney
General of the State of Iowa and the Iowa Division of Criminal Investigations at all times during
the Agreement's duration and any extension thereof, and for tluee (3) full years from the
expiration date.
(c) DOCUMENTATION Within 10 days of its receipt of a written request from the
Board, the Recipient shall deliver to the Board, upon request, (i) copies of all agreements or
documents relating to the Project, (ii) copies of all invoices, receipts, statements or vouchers
relating to the Project, (iii) a list of all unpaid bills for labor and materials in connection with the
Project, (iv) budgets and revisions showing estimated Project costs and funds required at any
given time to complete and pay for the Project.
(d) NOTICE OF PROCEEDINGS The Recipient shall promptly notify Board of the
initiation of any claims, lawsuits, bankruptcy proceedings or other proceedings brought against
the Recipient which would adversely impact the Project.
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CAT Grant agreement
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
(e) REPORTS The Recipient shall prepare, sign and submit the requests and reports as
specified below in the form and content specified by the Board. The Recipient shall review all
reimbursement requests and verify that claimed expenditures are allowable costs. The Recipient
shall maintain documentation adequate to support the claimed costs.
(i) Recipient shall submit its annual audited financial statements. If required by
the Board, Recipient shall submit more frequent financial statements such as an income,
expense, and retained earnings statement covering the period having elapsed from the
date of the last prior submission and a balance sheet which is not more than thirty (30)
days old. Year-end statements must be certified by a Certified Public Accountant (CPA)
and must be received by the Board within two hundred seventy (270) days following the
Recipient's fiscal year end.
(ii) Recipient shall submit to the Board Final Performance, and Audit Reports
within sixty (60) days after the date on which the Project is first permanently open to the
public.
The Board reserves the right to require more frequent submission of any of the above reports if,
in the opinion of the Board, more frequent submissions would help improve the Recipient's
Project performance.
(f) NOTICE OF RECIPIENT CHANGES The Recipient shall provide prompt advance
notice to the Board of any proposed change in the Recipient's ownership, structure, or control
that would materially affect the Project.
(g) NOTICE OF MEETINGS The Recipient shall notify the Board at least ten (10)
working days in advance of all meetings of its goveniing body at which the subject matter of this
Agreement or Project is proposed to be discussed. The Recipient shall provide the Board with
copies of the agenda and minutes of such meetings and expressly agrees that a representative of
the Board has a right to attend any and all such meetings for the purposes of the discussion of
this Project.
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CAT Chant ao ~eement
CAT Agreement Number: 09-CATF-025, City ofDubuque /Friends of the Mines of Spain
(lz) INDEMNIFICATION The Recipient shall indemnify, defend and hold harmless the
Board, the State of Iowa, its departments, divisions, agencies, sections, commissions, officers,
employees and agents from and against all losses, liabilities, penalties, fines, damages and claims
(including taxes), and all related costs and expenses (including reasonable attorneys' fees and
disbursements and costs of investigation, litigation, settlement, judgments, interest and
penalties), arising from or in comlection with any of the following:
(i) Any claim, demand, action, citation or legal proceeding arising out of or
resulting from the Project;
(ii) Any claim, demand, action, citation or legal proceeding arising out of or
resulting from a breach by the Recipients of any representation or
warranty made by the Recipient in the Agreement;
(iii) Any claim, demand, action, citation or legal proceeding arising out of or
related to occuzTences that the Recipient is required to insure against as
provided for in this Agreement; and
(iv) Any claim, demand, action, citation or legal proceeding which results
from an act or omission of the Recipient or any of their agents in its or
their capacity as an employer of a person.
(i) PROJECT FEES. The Recipient shall promptly pay all appraisal, survey, recording,
title, license, permit and other fees and expenses incurred incident to the project funded by this
Agreement.
(j) INTEREST AND SURPLUS PROCEEDS. The Recipient shall return all
unexpended Grant proceeds and interest accrued on Grant proceeds to the Board within thirty
(30) days after the Project Completion Date.
7.2 NEGATIVE COVENANTS. Throughout the terms of this Agreement, the Recipient
shall not, without prior written disclosure to the Board and prior written consent of the Board
(unless Board prior approval is expressly waived below), directly or indirectly:
(a) RECIPIENT'S INTEREST Assign, waive or transfer any of Recipient's rights,
powers, duties or obligations under this Agreement.
(b) PROPERTY/COLLATERAL Sell, transfer, convey, assign, encumber or otherwise
dispose of any of the real property or the Project.
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CAT Grant agreement
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
(c) RESTRICTIONS Place or permit any restrictions, covenants or any similar
limitations on the real property or the Project.
(d) REMOVAL OF PROJECT PROPERTY Remove from the Project site or the State
all or any part of the Project property.
(e) RECIPIENT OWNERSHIP Materially change in the ownership, structure, or
control of the Recipient affecting the Project, including but not limited to, entering into any
merger or consolidation with any person, firm or corporation or permitting substantial
distribution, liquidation or other disposal of Recipient assets directly associated with the Project.
Changes in the Recipient's ownership, structure or control which do not materially affect the
Project shall require forty-five (45) days prior written notice of the Board, but not written
consent of, the Board. The materiality of the change and whether or not the change affects the
Project shall be determined by the Board.
(f) RECIPIENT OPERATION Materially change the scope or use of the Project or the
nature of the business and activities being conducted, or proposed to be conducted by Recipient,
as described in the Recipient's approved application for CAT funding, Exhibit A of this
Agreement, unless approved in writing by the Board prior to the change.
(g) PROGRAM INCOME Retain program income from the Project except as permitted
in the Implementation Plan submitted by the Recipient and approved by the Board.
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CAT Grant agreement
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
ARTICLE 8
FAULT; R M IE; AN T MIN TI N
8.1 NOTICE OF EVENT(S) OF DEFAULT The Recipient shall promptly notify the
Board upon becoming aware of an actual or imminent Event of Default by Recipient.
8.2 EVENT(S) OF DEFAULT Each of the following shall constitute an Event of
Default under this Agreement:
(a) MATERIAL MISREPRESENTATION If at any time any representation, warranty
or statement made or furnished to the Board by, or on behalf of, the Recipient in comiection with
this Agreement or to induce the Board to make a Grant to the Recipient on behalf of the
Recipient shall be determined by the Board to be incorrect, false, misleading or erroneous in any
material respect when made or furnished and shall not have been remedied to the Board's
satisfaction within thirty (30) days after written notice by the Board is given to the Recipient.
(b) NONCOMPLIANCE If there is a failure by the Recipient to comply with any of the
covenants, terms or conditions contained in this Agreement or documents executed pursuant to
this Agreement.
(c) FAILURE TO COMPLETE PROJECT If the Project, in the sole judgment of the
Board, is not completed on or before the Project Completion Date. For the purposes of this
section, "completed" means the Project is fully constructed and operational.
(d) FAILURE TO OPERATE AND MAINTAIN If the Recipient fails to operate and
maintain the Project facilities for the duration of this Agreement.
(e) RECIPIENT CHANGES If there is a material change in the Recipient's ownership,
structure, or control that occurs without the prior written disclosure to and if required, written
permission of the Board.
(f) MISSPENDING If the Recipient expends Loan/Forgivable Loan or Grant proceeds
for purposes not described in the CAT Application, as approved by Board, Exhibit A, and
Exhibit C, Program Description and Budget.
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CAT Grant agreement
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
(g) INSOLVENCY OR BANKRUPTCY If the Recipient becomes insolvent or
banla-upt, or admits in writing its inability to pay its debts as they mature, or makes an
assigiument for the benefit of creditors, or the Recipient applies for or consents to the
appointment of a trustee or receiver for the Recipient or for the major part of its property; or if a
trustee or receiver is appointed for the Recipient or for all or a substantial part of the assets of the
Recipient and the order of such appointment is not discharged, vacated or stayed within sixty
(60) days after such appointment; or if bai~l~ruptcy, reorganization, arrangement, insolvency, or
liquidation proceedings or other proceedings for relief under any bankruptcy or similar law or
laws for the relief of debtors, are instituted by or against the Recipient and, if instituted against
the Recipient , is consented to, or, if contested by the Recipient is not dismissed by the adverse
parties or by an order, decree or judgment within sixty (60) days after such instittrtion.
(h) INSURANCE If loss, theft, damage or destruction of any substantial portion of the
Project property occurs for which there is either no insurance coverage or for which, in the
opinion of the Board, there is insufficient insurance coverage.
(i) INSECURITY If the Board shall deem itself insecure in good faith and reasonably
believes, after consideration of all the facts and circumstances then existing, that the prospect of
pa}nment and satisfaction of the obligations under this Agreement, or the performance of or
observance of the covenants in this Agreement, or the value of its collateral is or will be
materially impaired.
(j) CONVEYANCE OF RESPONSIBILITIES If Recipient assigns, waives or transfers
any of Recipient's rights, powers, duties or obligations under this Agreement, without written
permission of the Board.
(k) CONVEYANCE OF PROPERTY If Recipient sells, transfers, conveys, assigns,
encumbers or otherwise dispose of any real property of the Project without written permission of
the Board.
8.4 NOTICE OF DEFAULT The Board shall issue a written notice of default providing
therein a thirty (30) day period in which the Recipient shall have an opportunity to cure,
provided that cure is possible and feasible.
8.5 REMEDIES UPON DEFAULT Upon the happening of any Event of Default, the
Board shall have the right to terminate this Agreement and to require immediate repayment of
the full amount of funds disbursed to the Recipient under this Agreement plus interest at the rate
of ten percent (10%) per annum without presentment, demand, protest, notice of protest, notice
of intention to accelerate or other notice of any kind, all of which are expressly waived by the
Recipient.
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CAT Grant agreement
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
8.6 TERMINATION FOR CONVENIENCE In addition to termination due to an Event
of Default or nonappropriation of CAT funds, this Agreement maybe terminated in whole, or in
part, when the Board and the Recipient agree that the continuation of the Project would not
produce beneficial results commensurate with the future disbursement of funds.
8.7 PROCEDURE UPON TERMINATION If this Agreement is terminated for
convenience, an Event of Default or nonappropriation of CAT funds, disbursements shall be
allowed for costs up to the date of termination determined by the Board to be in compliance with
this Agreement. The Recipient shall return to the Board all unencumbered Grant proceeds
within one (1) week of receipt of Notice of Termination. Any costs previously paid by the Board
which are subsequently determined to be unallowable through audit procedures shall be returned
to the Board within thirty (30) days of the disallowance.
17
CAT Grant agreement
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
A TILL 9
N RAL AND VIIN
9.1 BINDING EFFECT This Agreement shall be binding upon and shall inure to the
benefit of the Board and Recipient and their respective heirs, successors, legal representatives
and assigns. The obligations, covenants, warranties, acknowledgments, waivers, agreements,
terms, provisions and conditions of this Agreement shall be jointly and severally enforceable
against the parties to this Agreement.
9.2 TIMELY PERFORMANCE The parties agree that the dates and time periods
specified in this Agreement are of the essence to the satisfactory performance of this Agreement.
9.3 VISION IOWA RECOGNITION The Project shall permanently recognize, in a
maimer acceptable to the Board, the financial contribution to the Project made by the State of
Iowa through the Community Attraction and Tourism Program.
9.4 COMPLIANCE WITH LAWS AND REGULATIONS
(a) The Recipient shall comply with all applicable State and federal laws, rules,
ordinances, regulations and orders. The Recipient shall comply with Board's administrative
rules for the CAT Program which are located at 261 Iowa Administrative Code, Chapter211.
(b) The Recipient shall comply with all applicable federal, state, and local laws, rules,
ordinances, regulations and orders when performing within the scope of this Agreement,
including without limitation, all laws applicable to the prevention of discrimination in
employment, the administrative rules of the Iowa Department of Management or the Iowa Civil
Rights Commission which pertain to equal employment opportunity and affirmative action, laws
relating to prevailing wages, occupational safety and health standards, prevention of
discrimination in employment, payment of taxes, gift laws, lobbying laws, and laws relating to
the use of targeted small businesses as contractors or suppliers.
(c) The Recipient declares that it has complied or will comply, in a timely fashion, with
all federal, state and local laws regarding permits, licenses, and clearances that inay be required
to carry out the Project.
(d) As required by Iowa Code section 15F.106, the Recipient shall provide and pay at
least fifty percent of the costs of a standard medical insurance plan for all full-time employees
working at the Project after the completion of the Project.
18
CAT Grant agreement
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
(e) The Board may consider the failure of the Recipient to comply with any law or
regulation as a material breach of this Agreement. In addition, the Recipient may be declared
ineligible for future Community Attraction and Tourism Program assistance or be subjected to
other sanctions, as defined by law, for-failure to comply with this section.
9.5 SURVIVAL OF AGREEMENT Each provision of this Agreement shall be deemed
to be severable from all other provisions of the Agreement and, if one or more of the provisions
of the Agreement shall be declared invalid, the remaining provisions of the Agreement shall
remain in full force and effect.
9.6 CHOICE OF LAW AND FORUM The laws of the State of Iowa shall govern and
determine all matters arising out of or in connection with this Agreement without regard to the
choice of law provisions of Iowa law.
In the event any proceeding of a quasi judicial or judicial nature is connnenced in
comlection with this Agreement, the proceeding shall be brought in Des Moines, Iowa, in Polk
County District Court for the State of Iowa, if such court has jurisdiction. If however, such court
lacks jurisdiction and jurisdiction lies only in a United States District Court, the matter shall be
coimnenced in the United States District Court for the Southern District of Iowa, Central
Division.
This provision shall not be construed as waiving any immunity to suit or liability, in state
or federal court, which may be available to the Vision Iowa Board, the State of Iowa or their
Board members, officers, employees or agents.
9.7 MODIFICATION Neither this Agreement nor any documents incorporated by
reference in comnection with this Agreement may be changed, waived, discharged or terminated
orally, but ar~ly as provided below:
(a) WRITING REQUIRED The Agreement may only be amended through written prior
approval of the Board. Examples of situations where amendments are required inchide
extensions for completion of Project activities, changes to the Project including, but not limited
to; alteration of existing approved activities or inclusion of new activities.
(b) BOARD REVIEW The Board will consider whether an amendment request is so
substantial as to necessitate reevaluating the Board's original funding decision on the Project. An
amendment will be denied by the Board if it substantially alters the circumstances under which
the Project funding was originally approved or if it does not meet requirements set forth in Iowa
Code chapter 15F or 261 Iowa Administrative Code, Chapter 211.
19
CAT Grant ad -eement
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
9.8 NOTICES Whenever this Agreement requires or permits any notice or written
request by one party to another, it shall be in writing, enclosed in an envelope, addressed to the
party to be notified at the address heretofore stated (or at such other address as may have been
designated by written notice), properly stamped, sealed and deposited in the United States Mail.
Ally such notice given hereunder shall be deemed delivered upon the earlier of actual receipt or
tluee (3) days after posting. The Board inay rely on the addresses of the Recipient as set forth
heretofore.
9.9 WAIVERS No waiver by the Board of any default hereunder shall operate as a
waiver of any other default or of the same default on any future occasion. No delay on the part
of the Board in exercising any right or remedy hereunder shall operate as a waiver thereof. No
single or partial exercise of any right or remedy by the Board shall preclude fiiture exercise
thereof or the exercise of any other right or remedy.
9.10 LIMITATION It is agreed by the Recipient that the Board shall not, under any
circumstances, be obligated financially under this Agreement except to disburse funds according
to the terms of the Agreement.
9.11 ENFORCEMENT EXPENSES The Recipient shall pay upon demand any and all
reasonable fees and expenses relating to this project of the Board, including the fees and
expenses of their attorneys, experts and agents, in comiection with the exercise or enforcement of
any of the rights of the Board under the Agreement.
9.12 HEADINGS The headings in this Agreement are intended solely for convenience of
reference and shall be given no effect in the construction and interpretation of this Agreement.
20
CAT Grant ae -eement
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
9.13 EVENT OF BOARD DISSOLUTION Recipient hereby acl~iowledges that the
Vision Iowa Board is a public instrumentality of the State of Iowa and that, in the event that the
Board is dissolved for any reason, the State of Iowa is entitled to enforce any right, title or
interest held by the Board and that all Recipient's obligations hereunder are also owed to the
State of Iowa.
9.14 FINAL AUTHORITY The Board shall have the final authority to assess whether
the Recipient has complied with the terms of this Agreement. The Board's decision shall be final
and binding on all questions concerning the interpretation of this Agreement.
9.15 INTEGRATION This Agreement contains the entire understanding between the
Recipient and the Board relating to this Project and any representations that may have been made
before or after the signing of this Agreement, which are not contained herein, are nonbinding,
void and of no effect. None of the Parties have relied on any such prior representation in entering
into this Agreement.
9.16 COUNTERPARTS This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which together shall
constitute but one and the same instrument.
21
CAT Grant agreement
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
9.17 DOCUMENTS INCORPORATED BY REFERENCE The following documents
are hereby incorporated by reference:
(a) Exhibit A, CAT Application, as approved by the Vision Iowa Board. Due to
its size Exhibit A will not be attached to this Agreement, but will be kept on file at
the Iowa Department of Economic Development.
(b) Exhibit B, Vision Iowa Board Award Letter.
(c) Exhibit C, Program Description and Budget.
9.18 ORDER OF PRIORITY In the event of a conflict between documents, the follow
order or priority shall be applied:
(a) Articles 1-9 of this Grant Agreement.
(b) Exhibit C, Program Description and Budget.
(c) Exhibit B, Board Award Letter.
(d) Exhibit A, CAT Application as approved by Board.
IN WITNESS WHEREOF in consideration of the mutual covenants set forth above and
for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which
are hereby acl~7owledged, the parties have entered into the above Agreement and have caused
their duly authorized representatives to execute this Agreement, effective as of the Effective Date
first stated.
FOR THE VISION IOWA BOARD:
BY:
Andrew Anderson, Chairman
FOR RECIPIENT:
BY:
Roy Buol, Mayor, City of Dubuque
BY:
Douglas Ollc, President, Friends of the Mines of Spain
22
CAT Grant agreement
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
LIST OF EXHIBITS
Exhibit A CAT Application, as approved by Board (on file with IDED)
Exhibit B Vision Iowa Board Award Letter
Exhibit C Program Description and Budget
23
CAT Grant ad •eement
March 25, 2009
The Honorable Roy Buol
City of Dubuque
50 W 13th Street
Dubuque, IA 52001-4864
Douglas Olk, President
Friends of the Mines of Spain
8991 Bellevue Heights
Dubuque, IA 52003
RE: CAT Award - E.B. Lyons Interpretive Center Expansion
Dear Mayor Buol and Mr. Olk:
We are pleased to inform you that the Vision Iowa Board intends to award the City of
Dubuque and the Friends of the Mines of Spain a Community Attraction & Tourism
(CAT) grant of $440,000 on behalf of the E.B. Lyons Interpretive Center Expansion
Project.
This project includes the construction of a 7,248-square foot addition to the existing
6,000-square foot facility. The new addition will include the lobby, elevator, office
space, amulti-purpose/lecture room, mechanicaUjanitorial space, restrooms,
conference/library space, a biology lab, and archive/work room. In addition, the project
includes the remodeling of the existing facility to house additional restrooms, a main
exhibit area, a bird observation room, aaumal exhibits, storage space and mechanical
areas. The E.B. Lyons Interpretive Center Expansion Project has a total project cost of
$1,476,994.
The award, made by the Vision Iowa board on March 11, 2009, includes the following
provisions:
^ The project will contain all components originally proposed in the application.
^ The award is contingent on completed fundraising within 180 days of the award date.
^ The award is made contingent on the project obtaining basic LEED (Leadership in
Energy and Environmental Design) certification.
^ The award shall be made pursuant to contingencies outlined in a contract approved by
all parties.
Should you have any questions, please call Alaina Santizo at the Department of
Economic Development at 515-242-4827. She will be sending you the contract, and
ChesterJ.Culver,6ovemor IOWA DEPARTMENT OF ECONOMIC DEVELOP(111ENT PatryJudge,LieutenantGovemor
nno~„ T m,,,,fi„~ ClirorMr ~ inn Fact Grand Avenue. Des Moines, Iowa USA 503D9 ~ Phone: 515.24247DD ~ Fax 515.2424809 ~ www.iowalrfechanging.com
necessary reporting forms for your award, and will be available to answer questions you
may have regarding your award.
Congratulations on receiving this CAT award!
Sincerely,
Andrew Anderson
Vision Iowa Board Chair
/ars
cc: Senator Pam Jochum
Representative Chuck Isenhart
Representative Pat Murphy
COMMUNITY ATTRACTION AND TOURISM DEVELOPMENT
PROGRAM DESCRIPTION AND BUDGET
I I ®® ®®
Name of Recipient: City of Dubuque and Friends of the Mines of Spain DATE: March 1'I, 2009
Agreement Number° 09~CATF~025
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Activity 1:
This project includes the construction of a 7,248-square foot
addition to the existing 6,000-square foot facility. The new
addition will include the lobby, elevator, office space, amulti- $440,000 $1;036,994 $1,476,994
purpose/lecture room, mechanical/janitorial space, restrooms,
conference/library space, a biology lab, and archive/work
room. In addition, the project includes the remodeling of the
existing facility to house additional restrooms, a main exhibit
area, a bird observation room, animal exhibits, storage space
and mechanical areas.
Activity 2:
Activity 3:
Activity 4:
Activity 5: '
Activity 6:
Related Matching Resources
TOTAL AMOUNT OF ALL FUNDS BUDGETED: $440,000 $1,036,994 $1,476,994
CATExhibitD.xls
~{ / /
The Honorable Roy Buol
City of Dubuque
50 W 13th Street
Dubuque, IA 52001-4864
Douglas Olk, President
Friends of the Mines of Spain
8991 Bellevue Heights
Dubuque, IA 52003
11;;~r~G
~;_, ,,.~ ,;~^, 1~
RE: CAT Award - E.B. Lyons Interpretive Center Expansion
Dear Mayor Buol and Mr. Olk:
We are pleased to inform you that the Vision Iowa Board intends to award the City of
Dubuque and the Friends of the Mines of Spain a Community Attraction & Tourism
(CAT) grant of $440,000 on behalf of the E.B. Lyons Interpretive Center Expansion
Project.
This project includes the construction of a 7,248-square foot addition to the existing
6,000-square foot facility. The new addition will include the lobby, elevator, office
space, amulti-purpose/lecture room, mechanical/janitorial space, restrooms,
conference/library space, a biology lab, and archive/work room. In addition, the project
includes the remodeling of the existing facility to house additional restrooms, a main
exhibit area, a bird observation room, animal exhibits, storage space and mechanical
areas. The E.B. Lyons Interpretive Center Expansion Project has a total project cost of
$1,476,994.
The award, made by the Vision Iowa board on March 11, 2009, includes the following
provisions:
^ The project will contain all components originally proposed in the application.
^ The award is contingent on completed fundraising within 180 days of the award date.
^ The award is made contingent on the project obtaining basic LEED (Leadership in
Energy and Environmental Design) certification.
^ The award shall be made pursuant to contingencies outlined in a contract approved by
all parties.
Should you have any questions, please call Alaina Santizo at the Department of
Economic Development at 515-242-4827. She will be sending you the contract, and
ChesterJ.Culver,Govemor IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT PatryJudge,LieutenantGovernor
Mike Tramontina, Director +~ 200 East Grand Avenue, Des Moines, Iowa USA 50309 • Phone: 515.2424700 + Fax: 515.242.4809 • vwwv.iowal'rfechanging.com
March 25, 2009 u9 ~iPR -3 P'4 3~ 5fl
Mw.. ,;
necessary reporting forms for your award, and will be available to answer questions you
may have regarding your award.
Congratulations on receiving this CAT award!
Sincerely,
Andrew Anderson
Vision Iowa Board Chair
/ars
cc: Senator Pam Jochum
Representative Chuck Isenhart
Representative Pat Murphy