Vision Iowa Board_E.B. Lyons Center Expansion CAT Grant Agreement°f®: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: E.B. Lyons Center Expansion -CAT Grant Agreement
®ATE: April 14, 2009
Planning Services Manager Laura Carstens recommends City Council approval of the
execution and delivery of a $440,000 Community Attraction and Tourism (CAT) grant
agreement with the Vision Iowa Board for the E.B. Lyons Interpretive Center Expansion.
The City will serve as the fiscal agent for this grant, advancing City funds and then
being reimbursed by the grant.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Mibhael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Laura Carstens, Planning Services Manager
TO: Michael Van Milligen, City Manager
FROM: Laura Carstens, Planning Services Manager
SUBJECT: E. B. Lyons Center Expansion -CAT Grant Agreement
DATE: April 14, 2009
INTRODUCTION
This memorandum transmits a $440,000 Community Attraction and Tourism (CAT)
grant agreement with the Vision Iowa Board for The E. B. Lyons Interpretive Center
Expansion. A resolution authorizing the agreement is also enclosed.
BACKGROUND
The E. B. Lyons Interpretive center, located at the Mines of Spain State Recreation
Center, is owned by the City of Dubuque. The Iowa Department of Natural Resources
(IDNR) manages the state park and the center, with assistance from the non-profit
Friends of the Mines of Spain.
The Friends group has undertaken a fundraising effort for design and construction of the
7,248 square foot addition to the existing 6,000 square foot facility. The addition will
provide an auditorium, laboratory, exhibit and educational space at the well-used but
undersized facility. Total project cost is $1,476,994.
DISCUSSION
The Vision Iowa Board has awarded the CAT grant to the City, as owner, and to the
Friends group. Both entities must sign the CAT grant agreement.
The Friends group and IDNR have a 28E intergovernmental agreement for the design
and construction of the center expansion. In addition to monetary contributions, IDNR
will provide in-kind construct management services.
IDNR staff has approached the City about serving as the fiscal agent for the project.
The CAT grant, and several smaller federal and state grants received by the Friends
group for the project, are disbursed on a reimbursement basis. The City has the
financial capacity to serve as the project fiscal agent, according to Budget Officer Jenny
Larson. The Center expansion is in the Leisure Services Department as CIP #1002171.
Project construction can be administered by the Leisure Services Department,
E. B. Lyons Center Expansion -CAT Grant Agreement
Page 2
according to Leisure Services Manager Gil Spence. Grant administration can be
handled by the Planning Services Department.
Enclosed is a subgrantee agreement between the Friends group and the City relative to
the CAT grant and the Center expansion project. This subgrantee agreement form is
used for similar grant-funded projects involving non-profit partners, such as the
Dubuque County Historical Society and the Four Mounds Foundation.
RECOMMENDATION
I recommend that the City Council approve the enclosed resolution authorizing
execution and delivery of the CAT grant agreement and the required supporting
documents, and authorize the Mayor to sign the agreement on behalf of the City of
Dubuque.
Enclosures
cc: Douglas Olk, President, Friends of the Mines of Spain
Wayne Buchholz, Park Ranger, Mines of Spain
Gil Spence, Leisure Services Manager
Jenny Larson, Budget Officer
Barry Lindahl, City Attorney
RESOLUTION NO. 124 - 09
RESOLUTION AUTHORIZING EXECUTION OF CAT GRANT AGREEMENT
FOR E. B. LYONS INTERPRETIVE CENTER EXPANSION PROJECT.
Whereas, the Vision Iowa Board has. awarded a $440,000 Community Attraction
and Tourism (CAT) grant jointly to the City of Dubuque and the Friends of the Mines of
Spain for the E. B. Lyons Interpretive Center Expansion Project; and
Whereas, the City of Dubuque has identified the expansion of this City-owned
facility as a community priority; and
Whereas, the Friends of the Mines of Spain, anon-profit corporation, has
committed to securing all other funding sources for the project and has signed the CAT
grant agreement.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. The City Council does hereby authorize execution and delivery of
the CAT Grant Agreement 09-CATF-025 and all required supporting documentation for
the E. B. Lyons Interpretive Center Expansion Project.
Section 2. The City Council does hereby authorize the Mayor to sign the CAT
Grant Agreement 09-CATF-025 on behalf of the City of Dubuque.
Passed, approved and adopted this 20th day of April, 2009
Roy D. Buol, Mayor
Attest:
Jeanne F. Schneider, City Clerk
SUBGRANTEE AGREEMENT
BY AND BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
FRIENDS OF THE MINES OF SPAIN
This Subgrantee Agreement is made and entered into effective the 20t" day of April,
2009 by and between the City of Dubuque, Iowa (City) and the Friends of the Mines of
Spain (FOMOS).
WHEREAS, FOMOS is engaged in fundraising for design and construction
services for the E.B. Lyons Interpretive Center Expansion Project funded in part by a
Community Attraction and Tourism (CAT) grant of $440,000 from the Vision Iowa
Board.
WHEREAS, FOMOS is committed to providing the required local match of
$1,036,994 for the CAT grant for said Project; and
WHEREAS, City has signed Agreement 09-GATE-025 (CAT Agreement) with the
Vision Iowa Board as the owner of said Project on behalf of FOMOS; and
WHEREAS, City proposes to have FOMOS comply with the terms and conditions
set forth in the CAT Agreement as the subgrantee; and
WHEREAS, City and FOMOS desire to enter into this Subgrantee Agreement to
set forth their respective responsibilities under the CAT Agreement.
NOW, THEREFORE, the parties hereto do mutually agree as follows:
FOMOS hereby agrees to comply with all of the terms and conditions of the CAT
Agreement between City and Vision Iowa Board for the E.B. Lyons Interpretive
Center Expansion Project, incorporated herein by reference.
2. City and FOMOS shall be responsible under the CAT Agreement to pay the
project costs according to the procedure set forth therein as follows:
a) FOMOS hereby agrees to pay seventy percent (70%) of the total project
costs, estimated to be $1,036,994 for said Project in accordance with the
CAT Agreement.
(b) City hereby agrees to pay thirty percent (30%) of the total project costs,
not to exceed $ 440,000 for said Project in accordance with the CAT
Agreement, and then to request reimbursement of City payments from the
Vision Iowa Board.
Subgrantee Agreement
City of Dubuque/Friends of the Mines of Spain
April 20, 2009
Page 2 of 2
(c) FOMOS hereby agrees to pay one hundred percent (100%) of the project
costs that exceed the estimated total project costs of $1,476,994.
IN WITNESS WHEREOF, the parties have hereunto set their hands by property
person duly authorized, the day and year first above written.
CITY OF DUBUQUE, IOWA
By:
Roy D. Buol
Mayor
FRIENDS OF THE MINES OF SPAIN
By:
Douglas D. Olk, President,
Board of Directors
Date: Date:
March 30, 2009
The Honorable Roy Buol
City of Dubuque
50 W 13th Street
Dubuque, IA 52001-4864
Douglas Ollc, President
Friends of the Mines of Spain
8991 Bellevue Heights
Dubuque, IA 52003
~ u APR - 7 2009 U
I ~! .7 .~
E
RE: CAT Agreement 09-CATF-025 - E.B. Lyons Interpretive Center Expansion
Dear Mayor Buol and Mr. Olk:
Congratulations on your CAT award in the amount of $440,000. For this award to take effect,
the enclosed Agreement must be signed and returned within forty-five (45) days of the
Vision Iowa Board's transmittal of this Agreement. Please return the Agreement to:
Pam Koehn-Miller
Iowa Department of Economic Development
200 East Grand Avenue
Des Moines, Iowa 50309-1819
Please remember, Community Attraction and Tourism awards are disbtused on a reunbursement
basis. The amount of reimbursement is based on the percentage of CAT fluids to the total project
cost. This process will continue until all grant funds are released. This process helps to ensure that
both local funds and CAT funds are injected into the project as it progresses.
Before any- funds. can be released to your project, the followuig items must be completed and
submitted:
From the City of Dubuque:
• A resolution of the City Council authorizing the execution and delivery by the
City Council 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 Council.
• Evidence, acceptable to the Board or the Board's legal counsel, of all other
funding sources that have been committed to this Project.
• Complete /submit form "W-9, Request for taxpayer identification number and
certification." (W-9, enclosed)
ChesterJ.Culver,Governor IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT PatryJudge,LieutenantGovemor
Mike Tramontina, Director ® Z00 East Grand Avenue, Des Moines, Iowa USA 503D9 Phone: 515.242.4700 ® Fax 515.242.4809 www.iowatifechanging.com
From Friends of the Mines of Spain:
• Copies of your Articles of Incorporation and By-Laws.
• A Certificate of hicumbency naming your current officers and directors.
• A Resolution from your Board of Directors authorizing the execution and delivery of
this Agreement and such other papers as the Vision Iowa Board of Directors 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 your behalf. ,
• Documentation of satisfactory credit history with no outstanding judgments or
unsatisfied liens. (A Resolution listing the above items adopted by your Board,
and/or a letter fiom your financial institution will satisfy this requirement).
• A certificate of good standing issued by the Iowa Secretary of State confirming
that your organization is an Iowa nonprofit corporation in good standing.
• Satisfactory documentation confiiniing your nonprofit status.
• Evidence, acceptable to the Vision Iowa Board or the Vision Iowa Board's legal
counsel, that all other funding sources have been committed to the project.
• Completed "Vendor Form." (W-9, enclosed)
When you are ready to submit a reimbursement claim, please send a cover letter, which shows a
bulleted listing of all costs iicuned. Tlus listing should include the vendor, the amount paid, and
the date payment was made. The authorized officer (named in the resolution described earlier in
this letter) should sign the letter. Please enclose copies of the paid invoices behind your cover
letter. The invoice should clearly list what is being paid for and the check number that you sent to
pay the invoice. Please include the following language on your cover sheet:
"As per CAT Agreement (insert your agreelment number), Activity number (insert the
activity number found on "Exhibit C"), I am requesting reimbursement for the following
invoices totaling (insert the total of your enclosed invoices). Please forward payment to the
following address (insert your mailing address). I hereby certify, under penalty of perjury,
that the expenditures and figures presented to the Iowa Department of Economic
Development on (insert dated are true and conect."
Once I receive your request for reimbursement, it will take approximately 4 weeks to process your
request and send a check. However, please note this period may vary depending on the workload
of our Accounting staff. With this in mind, you may wish to consider interim financilg for your
project.
hi addition, because you [Friends of the Mures of Spai1] have received an award of $150,000 or
more and you are not a political subdivision (City, County, or Council of Government) the State of
Iowa requires that apre-award survey be completed by the State Auditor's office. During this
process, the State Auditor's office will schedule a tine to meet with your organzation and review
its financial policies and procedures. Before CAT funds maybe drawn do~nl, the Deparim~ent of
Economic Development and the State Auditor's office must approve your organization's financial
policies and procedures. You do not need to contact the State Auditor's office to schedule the
pre-award survey; the Auditor's office will contact you.
As your project progresses, we would appreciate information on any groundbreal~ing ceremonies,
ribbon cuttiuigs, or similar events. As these events are scheduled, please pass this information on
to me so that I may inform our staff. The Vision Iowa Board and the Department of Economic
Development look forward to seeing each project and-the opportunity to visit with you in person.
If you should have any questions or concerns, please contact me at (515) 242-4827, or by e-
mail at alaina.santizo~aio~valifechanging.com.
Sincerely,
Alaina Santizo
Vision Iowa/CAT Program Manager
Form
(Rev. October 20D7)
Department of the Treasury
Internal Revenue Service
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~f,~efSLitit,ctl>ioit ~utit~3er aiiiEte ~.'ertif6iat~t'3it send to the iRS.
Name (as shown on your income tax return)
Business name, if different from above
Check appropriate box: ^ Individual/Sole proprietor ^ Corporation ^ Partnership ^ Exempt
^ Limited liability company. Enter the tax classification (D=disregarded entfty, C=corporation, P=partnership) ®_ _ _ _ _ _ _ payee
^ Other (see instructions)
Address (number, street, and apt. or suite no.) Requester's name and address (optional)
City, state, and ZIP code
List account number(s) here (optional)
rer Identification Number I
Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid
backup withholding. For individuals, this is your social security number (SSN). However, for a resident
alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is
your employer identification number (EIN). If you do not have a number, see How to gef a TIN on page 3.
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose
number to enter.
Social security number
or
Employer identification number
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding, and
3. I am a U.S. citizen or other U.S. person (defined below).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report afl interest and dividends on your tax return. For real estate transactions, item 2 does not apply.
For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement
arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must
provide your correct TIN. See the instructions on page 4.
Sign
Here
Signature of
U.S. person )F
General instrucfions
Section references are to the Internal Revenue Code unless
otherwise noted.
Purpose of Form
A person who is required to file an information return with the
IRS must obtain your correct taxpayer identification number (TIN)
to report, for example, income paid to you, real estate
transactions, mortgage interest you paid, acquisition or
abandonment of secured property, cancellation of debt, or
contributions you made to an IRA.
Use Form W-9 only if you are a U.S. person (including a
resident alien), to provide your correct TIN to the person
requesting it (the requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are
waiting for a number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S.
exempt payee. If applicable, you are also certifying that as a
U.S. person, your allocable share of any partnership income from
a U.S. trade or business is not subject to the withholding tax on
foreign partners' share of effectively connected income.
Note. If a requester gives you a form other than Form W-9 to
request your TIN, you must use the requester's form if it is
substantially similar to this Form W-9.
Date ~
Definition of a U.S. person. For federal tax purposes, you are
considered a U.S. person if you are:
• An individual who is a U.S. citizen or U.S. resident alien,
• A partnership, corporation, company, or association a~eated or
organized in the United States or under the laws of the United
States,
• An estate (other than a foreign estate), or
• A domestic trust (as defined in Regulations section
30 i .7701-7).
Special rules for partnerships. Partnerships that conduct a
trade or business in the United States are generally required to
pay a withholding tax on any foreign partners' share of income
from such business. Further, in certain cases where a Form W-9
has not been received, a partnership is required to presume that
a partner is a foreign person, and pay the withholding tax.
Therefore, if you are a U.S. person that is a partner in a
partnership conducting a trade or business in the United States,
provide Form W-9 to the partnership to establish your U.S.
status and avoid withholding on your share of partnership
income.
The person who gives Form W-9 to the partnership for
purposes of establishing its U.S. status and avoiding withholding
on its allocable share of net income from the partnership
conducting a trade or business in the United States is in the
following cases:
• The U.S. owner of a disregarded entity and not the entity,
Cat. No. 10231X Form ~-9 (Rev. iD-2007)
Form W-9 (Rev. 70-2007)
Page ~
® The U.S. grantor or other owner of a grantor trust and not the
trust, and
~ The U.S. trust (other than a grantor trust) and not the
beneficiaries of the trust.
Foreign person. If you are a foreign person, do not use Form
W-9. Instead, use the appropriate Form W-8 (see Publication
515, Withholding of Tax on Nonresident Aliens and Foreign
Entities).
Nonresident alien who becomes a resident alien. Generally,
only a nonresident alien individual may use the terms of a tax
treaty to reduce or eliminate U.S. tax on certain types of income.
However, most tax treaties contain a provision known as a
"saving clause." Exceptions specified in the saving clause may
permit an exemption from tax to continue for certain types of
income even after the payee has otherwise become a U.S.
resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception
contained in the saving clause of a tax treaty to claim an
exemption from U.S. tax on certain types of income, you must
attach a statement to Form W-9 that specifies the following five
items:
1. The treaty country. Generally, this must be the same treaty
under which you claimed exemption from tax as a nonresident
alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that
contains the saving clause and its exceptions.
4. The type and amount of income that qualifies for the
exemption from tax.
5. Sufficient facts to justify the exemption from tax under the
terms of the treaty article.
Example. Article 20 of the U.S.-China income tax treaty allows
an exemption from tax for scholarship income received by a
Chinese student temporarily present in the United States. Under
U.S. law, this student will become a resident alien for tax
purposes if his or her stay in the United States exceeds 5
calendar years. However, paragraph 2 of the first Protocol to the
U.S.-China treaty (dated April 30, 1984) allows the provisions of
Article 20 to continue to apply even after the Chinese student
becomes a resident alien of the United States. A Chinese
student who qualifies for this exception (under paragraph 2 of
the first protocol) and is relying on this exception to claim an
exemption from tax on his or her scholarship or fellowship
income would attach to Form W-9 a statement that includes the
information described above to support that exemption.
If you are a nonresident alien or a foreign entity not subject to
backup withholding, give the requester the appropriate
completed Form W-8.
What is backup withholding? Persons making certain payments
to you must under certain conditions withhold and pay to the
IRS 28% of such payments. This is called "backup withholding."
Payments that may be subject to backup withholding include
interest, tax-exempt interest, dividends, broker and barter
exchange transactions, rents, royalties, nonemployee pay, and
certain payments from fishing boat operators. Real estate
transactions are not subject to backup withholding.
You will not be subject to backup withholding on payments
you receive if you give the requester your correct TIN, make the
proper certifications, and report all your taxable interest and
dividends on your tax return.
Payments you receive will be subject to backup
withholding if:
1. You do not furnish your TIN to the requester,
2. You do not certify your TIN when required (see the Part II
instructions on page 3 for details),
3. The IRS tells the requester that you furnished an incorrect
TIN,
4. The IRS tells you that you are subject to backup
withholding because you did not report all your interest and
dividends on your tax return (for reportable interest and
dividends only), or
5. You do not certify to the requester that you are not subject
to backup withholding under 4 above (for reportable interest and
dividend accounts opened after 1983 only).
Certain payees and payments are exempt from backup
withholding. See the instructions below and the separate
Instructions for the Requester of Form W-9.
Also see Special rules for partnerships on page 1.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a
requester, you are subject to a penalty of $50 for each such
failure unless your failure is due to reasonable cause and not to
willful neglect.
Civic penalty far false information with respect to
withholding. If you make a false statement with no reasonable
basis that results in no backup withholding, you are subject to a
$500 penalty.
Criminal penalty for falsifying information. Willfully falsifying
certifications or affirmations may subject you to criminal
penalties including fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in
violation of federal law, the requester may be subject to civil and
criminal penalties.
Specific lnstructi®ns
Blame
If you are an individual, you must generally enter the name
shown on your income tax return. However, if you have changed
your last name, for instance, due to marriage without informing
the Social Security Administration of the name change, enter
your first name, the last name shown on your social security
card, and your new last name.
If the account is in joint names, list first, and then circle, the
name of the person or entity whose number you entered in Part I
of the form. -
Sale proprietor. Enter your individual name as shown on your
income tax return on the "Name" line. You may enter your
business, trade, or "doing business as (DBA)" name on the
"Business name" line.
Limited liability company (LLC). Check the "Limited liability
company" box only and enter the appropriate code for the tax
classification ("D" for disregarded entity, "C" for corporation, "P"
for partnership) in the space provided.
For asingle-member LLC (including a foreign LLC with a
domestic owner) that is disregarded as an entity separate from
its owner under Regulations section 301.7701-3, enter the
owner's name on the "Name" line. Enter the LLC's name on the
"Business name" line.
For an LLC classified as a partnership or a corporation, enter
the LLC's name on the "Name" line and any business, trade, or
DBA name on the "Business name" line.
Other entities. Enter your business name as shown on required
federal tax documents on the "Name" line. This name should
match the name shown on the charter or other legal document
creating the entity. You may enter any business, trade, or DBA
name on the "Business name" line.
Note. You are requested to check the appropriate box for your
status (individual/sole proprietor, corporation, etc.).
Exempt Payee
If you are exempt from backup withholding, enter your name as
described above and check the appropriate box for your status,
then check the "Exempt payee" box in the line following the
business name, sign and date the form.
Page 3
Form W-9 (Rev. 10-2007)
Generally, individuals (including sole proprietors) are not exempt
from backup withholding. Corporations are exempt from backup
withholding for certain payments, such as interest and dividends.
Note. If you are exempt from backup withholding, you should
still complete this form to avoid possible erroneous backup
withholding.
The following payees are exempt from backup withholding:
1. An organization exempt from tax under section 501(a), any
IRA, or a custodial account under section 403(b)(7) if the account
satisfies the requirements of section 401(fj(2),
2. The United States or any of its agencies or
instrumentalities,
3. A state, the District of Columbia, a possession of the United
States, or any of their political subdivisions or instrumentalities,
4. A foreign government or any of its political subdivisions,
agencies, or instrumentalities, or
5. An international organization or any of its agencies or
instrumentalities.
Other payees that may be exempt from backup withholding
include:
6. A corporation,
7. A foreign central bank of. issue,
8. A dealer in securities or commodities required to register in
the United States, the District of Columbia, or a possession of
the United States,
9. A futures commission merchant registered with the
Commodity Futures Trading Commission,
10. A real estate investment trust,
11. An entity registered at all times during the tax year under
the Investment Company Act of 1940,
12. A common trust fund operated by a bank under section
584(a),
13. A financial institution,
14. A middleman known in the investment community as a
nominee or custodian, or
15. A trust exempt from tax under section 664 or described in
section 4947.
The chart below shows types of payments that may be
exempt from backup withholding. The chart applies to the
exempt payees listed above, 1 through 15.
IF the payment is for ... THEN the payment is exempt
for...
Interest and dividend payments All exempt payees except
for 9
Broker transactions Exempt payees 1 through 13.
Also, a person registered under
the Investment Advisers Act of
1940 who regularly acts as a
broker
Barter exchange transactions Exempt payees 1 through 5
and patronage dividends
Payments over $600 required Generally, exempt payees
to be reported and direct 1 through 7
sales over $5,000'
'See Form 1099-MISC, Miscellaneous Income, and its instructions.
HHowever, the following payments made to a corporation (including gross
proceeds paid to an attorney under section 6045(f), even if the attorney is a
corporation) and reportable on Form 1099-MISC are not exempt from
backup withholding: medical and health care payments, attorneys' fees, and
payments for services paid by a federal executive agency.
Part I. Taxpayer identificatio~l
Number (T{N) ,
Enter your TIN in the appropriate box. If you are a resident
alien and you do not have and are not eligible to get an SSN,
your TIN is your IRS individual taxpayer identification number
(ITIN). Enter it in the social security number box. If you do not
have an ITIN, see How to get a T!N below.
If you are a sole proprietor and you have an EIN, you may
enter either your SSN or EIN. However, the IRS prefers that you
use your SSN.
If you are asingle-member LLC that is disregarded as an
entity separate from its owner (see Limited iiabifity company
(LLC) on page 2), enter the owner's SSN (or EIN,. if the owner
has one). Do not enter the disregarded entity's EIN. If the LLC is
classified as a corporation or partnership, enter the entity's EIN.
Note. See the chart on page 4 for further clarification of name
and TIN combinations.
How to get a TIN. If you do not have a TIN, apply for one
immediately. To apply for an SSN, get Form SS-5, Application
for a Social Security Card, from your local Social Security
Administration office or get this form online at www.ssa.gov. You
may also get this form by calling 1-800-772-1213. Use Form
W-7, Application for IRS Individual Taxpayer Identification
Number, to apply for an ITIN, or Form SS-4, Application for
Employer Identification Number, to apply for an EIN. You can
apply for an EIN online by accessing the IR5 website at
www.irs.gov/businesses and clicking on Employer Identification
Number (EIN) under Starting a Business. You can get Forms W-7
and SS-4 from the IRS by visiting www.irs.gov or by calling
1-800-TAX-FORM (1-800-829-3676).
If you are asked to complete Form W-9 but do not have a TIN,
write "Applied For" in the space for the TIN, sign and date the
form, and give it to the requester. For interest and dividend
payments, and certain payments made with respect to readily
tradable instruments, generally you will have 60 days to get a
TIN and give it to the requester before you are subject to backup
withholding on payments. The 60-day rule does not apply to
other types of payments. You will be subject to backup.
withholding on all such payments until you provide your TIN to
the requester.
Note. Entering "Applied For" means that you have already
applied for a TIN or that you intend to apply for one soon.
Caution: A disregarded domestic entity that has a foreign owner
must use the appropriate Form W-8.
Part {I. Certification
To establish to the withholding agent that you are a U.S. person,
or resident alien, sign Form W-9. You may be requested to sign
by the withholding agent even if items 1, 4, and 5 below indicate
otherwise.
For a joint account, only the person whose TIN is shown in
Part I should sign (when required). Exempt payees, see Exempt
Payee on page 2.
Signature requirements. Complete the certification as indicated
in 1 through 5 below.
1. Interest, dividend, and barter exchange accounts
opened before 1984 and broker accounts considered active
during 1983. You must give your correct TIN, but you do not
have to sign the certification.
2. Interest, dividend, broker, and barter exchange
accounts opened after 1983 and broker accounts considered
inactive during 1983. You must sign the certification or backup
withholding will apply. If you are subject to backup withholding
and you are merely providing your correct TIN to the requester,
you must cross out item 2 in the certification before signing the
form.
Form W-9 (Rev. 10-2007)
Page 4
3. Rea{ estate transactions. You must sign the certification.
You may cross out item 2 of the certification.
4. Other payments. You must give your correct TIN, but you
do not have to sign the certification unless you have been
notified that you have previously given an incorrect TIN. "Other
payments" include payments made in the course of the
requester's trade or business for rents, royalties, goods (other
than bills for merchandise), medical and health care services
(including payments to corporations), payments to a
nonemployee for services, payments to certain fishing boat crew
members and fishermen, and gross proceeds paid to attorneys
(including payments to corporations}.
5. Mortgage interest paid by you, acquisition or
abandonment of secured property, cancellation of debt,
qualified tuition program payments (under section 529j, IRA,
Coverdell ESA, Archer MSA or HSA contributions or
distributions, and pension distributions. You must give your
correct TIN, but you do not have to sign the certification.
What Name and Number To Give the Requester
For this type of account: Give name and SSN of:
1. Individual The individual
2. Two or more individuals Qoint The actual owner of the account or,
account) if combined funds, the first
individual on the account
3. Custodian account of a minor The minor'
(Uniform Gift to Minors Act)
4. a. The usual revocable savings The grantor-trustee'
trust (grantor is also trustee)
b. So-called trust acceunt that is The actual owner'
not a legal or valid trust under
state law
5. Sole proprietorship or disregarded The owner'
entity owned by an individual
For this type of account: Give name and EIN of:
6. Disregarded entity not owned by an The owner
individual
7. A valid trust, estate, or pension trust Legal entity
8. Corporate or LLC electing The corporation
corporate status on Form 8832
9. Association, club, religious, The organization
charitable, educational, or other
tax-exempt organization
10. Partnership or multi-member LLC The partnership
11. A broker or registered nominee The broker or nominee
12. Account with the Department of The public entity
Agriculture in the name of a public
entity (such as a state or local
government, school district, or
prison) that receives agricultural
program payments
List first and circle the naive of the person whose number you furnish. If only one person
on a joint account has an SSN, that person's number must be furnished.
z
Circle the minor's name and furnish the minor's SSN.
3You must show your individual name and you may also enter your business or "DBA"
name on the second name line. You may use either your SSN or EIN (it you have one),
but the IRS encourages you to use your SSN.
List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN
of the personal representative or trustee unless the legal entity ftselt is not designated in
the account title.) Also see Special rules for partnerships on page 1.
Note. If no name is circled when more than one name is listed,
the number will be considered to be that of the first name listed.
~eCiiiii S ~i f3Ui" TaX ~iciviCiS ir~iTi if~ierfiii~f ~i ~tC~rt
Identity theft occurs when someone uses your personal
information such as your name, social security number (SSN), or
other identifying information, without your permission, to commit
fraud or other crimes. An identity thief may use your SSN to get
a job or may file a tax return using your SSN to receive a refund.
To reduce your risk:
• Protect your SSN,
e Ensure your employer is protecting your SSN, and
® Be careful when choosing a tax preparer.
Call the IRS at 1-800-829-1040 if you think your identity has
been used inappropriately for tax purposes.
Victims of identity theft who are experiencing economic harm
or a system problem, or are seeking help in resolving tax
problems that have' not been resolved through normal channels,
may be eligible for Taxpayer Advocate Service (TAS) assistance.
You can reach TAS by calling the TAS toll-free case intake line
at1-877-777-4778 or TlY/TDD 1-800-829-4059.
Protect yourself from suspicious emails or phishing
schemes. Phishing is the creation and use of email and
websites designed to mimic legitimate business emails and
websites. The most common act is sending an email to a user
falsely claiming to be an established legitimate enterprise in an
attempt to scam the user into surrendering private information
that will be used for identity theft.
The IRS does not initiate contacts with taxpayers via emails.
Also, the IRS does not request persoral detailed information
through email or ask taxpayers for the PIN numbers, passwords,
or similar secret access information for their credit card, bank, or
other financial accounts.
If you receive an unsolicited email claiming to be from the IRS,
forward this message to phishingQirs.gov. You may also report
misuse of the IRS name, logo, or other IRS personal property to
the Treasury Inspector General for Tax Administration at
1-800-366-4484. You can forward suspicious emails to the
Federal Trade Commission at: spam@uce.gov or contact them at
www.consumer.gov/idtheft or 1-877-IDTHEFT(438-4338).
Visit the IRS website at www.irs.gov to.learn more about
identity theft and how to reduce your risk.
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or
contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return.
The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S.
possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal
nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.
You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other
payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.
VISION
I~W~
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
entei-taimnent 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 fiuiding the Project, subject
to the terms 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 terms of this grant:
CAT Grant Agreement
Format approved 5/O1
CAT Agreement Number: 09-GATE-025, City of Dubuque /Friends of the Mines of Spain
~4 T'I 1
I11"I 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 immediately 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 Proj ect 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
oliligations 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 Grantab•eement
CAT Agreement Number: 09-GATE-025, City of Dubuque /Friends of the Mines of Spain
A TI L
ID NTITY THE PARTI
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. 13t1i Street, Dubuque,
IA 52001. Friends of the Miues of Spain is an Iowa non-profit corporation located at 8991
Bellevue Heights, Dubuque, IA 52003.
ARTICLE 3
FUNDLNG
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 Corrnnunity 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.
3
CAT Grant ao ~eeu~ent
CAT Agreement Number: 09-GATE-025, City of Dubuque /Friends of the Mines of Spain
A TILL 4
~' IVI~ ~' RANT
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
Development, 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 evahiate performance with Iowa
law and the terms of this Agreement.
4.4 ACCOUNTING RECORDS The Recipient is required to maintain its boolcs,
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.
4
CAT Grant ae ~eement
CAT Agreement Number: 09-GATE-025, City ofDubuque /Friends of the Mines of Spain
4.5 DOCUMENTATION Witlun 10 days of its receipt of a written request fiom 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.
4.6 COST VARIATION Ill 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. Airy disbursed excess above the reduced CAT participation amount shall be retuned
irmnediately 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
tunes 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 aa-eement
CAT Agreement Number: 09-GATE-025, City ofDubuque /Friends of the Mines of Spain
A TIL
C®NDI1°I 1° DIS URS~M~N~° AND DIS U NI NT'
FUNDS
5.1 CONDITIONS TO DISBURSEMENT. The following conditions shall be inet
before the Board disburses funds to Recipient:
(a) AGREEMENT EXECUTED This Grant Agreement shall have been properly
executed and returned to the 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 commitments 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 on 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.
CAT Grant ao ~eement
CAT Agreement Number: 09-GATE-025, City of Dubuque /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 confirming
that the Recipient is an Iowa nonprofit corporation in good standing.
(vi)Documentationsatisfactory 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.
CAT Grant agreement
CAT Agreement Number: 09-GATE-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 form and
content acceptable to the Board.
Recipient or their designee shall request disbursement by submitting the request foam
provided by the Board (as the same may be modified from time to tune 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. Colmnunity 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 dine 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
ilnlnediately 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 returned 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.
CAT Grant agreement
CAT Agreement Number: 09-GATE-025, City ofDubuque /Friends of the Mines of Spain
A TICL 6
RER NTTIN ANWA ANTI CIPIENT
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 lalowledge of the Recipient, threatened against the Recipient affecting in any
inaiuler 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 governmental or administrative authority pending or, to the
knowledge of the Recipient, threatened against or affecting the Recipient or the Project.
CAT Grant agreement
CAT Agreement Number: 09-GATE-025, City of Dubuque /Friends of the Mines of Spain
6.5 EFFECTIVE DATE The covenants, waiTanties 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 estimmated value of the Project changes by more than five percent
(5%).
10
CAT Grant ao Bement
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
A I 7
VEANT ~ R IEINT
7.1 AFFIRMATIVE COVENANTS. Until the terms 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 fully 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 I1lvestigations at all times during
the Agreement's duration and any extension thereof, and for three (3) full years fiom 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 dine 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.
11
CAT Grant ao •eement
CAT Agreement Number: 09-GATE-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 fiom 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 governing 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.
12
CAT Grantao-eernent
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
(h) 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 comiection 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 occuizences 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 retLim 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.
13
CAT Grant agreement
CAT Agreement Number: 09-GATE-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.
14
CAT Cn•antao•eement
CAT Agreement Number: 09-GATE-025, City of Dubuque /Friends of the Mines of Spain
A TI L 8
D FAULT; REM DIES; AND TERMINTIN
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 tlurty (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
peiznission 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.
15
CAT Grant agreement
CAT Agreement Number: 09-GATE-025, City of Dubuque /Friends of the Mines of Spain
(g) INSOLVENCY OR BANKRUPTCY If the Recipient becomes insolvent or
banl~-upt, or achnits in writing its inability to pay its debts as they mature, or makes an
assigi~rnent 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~lcruptcy, reorganization, arrangement, insolvency, or
liquidation proceedings or other proceedings for relief under any banl~-uptcy 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 institution.
(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
opiiuon 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
payment 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 presentiment, 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.
16
CAT Grant ab -eement
CAT Agreement Number: 09-GATE-025, City of Dubuque /Friends of the Mines of Spain
8.6 TERMINATION FOR CONVENIENCE In addition to teinlination due to an Event
of Default or nonappropriation of CAT funds, this Agreement maybe temlinated 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-GATE-025, City of Dubuque /Friends of the Mines of Spain
TI L
IV ~-L 1° ~4(V VI I
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
manner acceptable to the Board, the financial contribution to the Project made by the State of
Iowa tluough the Community Attraction and Tourism Program.
9.4 COMPLIANCE WITH LAWS AND REGULATIONS
(a) The Recipient shall comply with all applicable State aiid 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, Chapter2l 1.
(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 may 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-GATE-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 inay 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 snore 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 govenl 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
commenced 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, wluch 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 comlection with this Agreement maybe changed, waived, discharged or terminated
orally, but only as provided below:
(a) WRITING REQUIRED The Agreement may only be amended through written prior
approval of the Board. Examples of situations where ainendinents are required include
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 ao •eement
CAT Agreement Number: 09-GATE-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 inay have been
designated by written notice), properly stamped, sealed and deposited in the United States Mail.
Any such notice given hereunder shall be deemed delivered upon the earlier of actual receipt or
tluee (3) days after posting. The Board may 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 future 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 connection 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 ab -eement
CAT Agreement Number: 09-CATF-025, City of Dubuque /Friends of the Mines of Spain
9.13 EVENT OF BOARD DISSOLUTION Recipient hereby acknowledges that the
Vision Iowa Board is a public instnzinentality 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 tlus 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 Pa1-ties 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 as -eement
CAT Agreement Number: 09-GATE-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) Exlubit 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 acknowledged, 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 ap -eement
CAT Agreement Number: 09-GATE-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 ap •eement
March 25, 2009
The Honorable Roy Buol
City of Dubuque
50 W 13th Street
Dubuque, IA 52001-4864
Douglas O1k, President
Friends of the Mmes 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 fo 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, mechauicaUjanitorial 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 alI 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 DF ECONQMIC DEVELOPMENT PattyJudge,Lieutenant6ovemor
6A~Ln T m„r,+;,,~ Ilirortnr c~ 9fN1 Fact (;rand Avenue. Des Moines, Iowa USA 503D9 ~ Phone:515242.470D ~ Fax 515.2424809 ® w~+nnr.iowalifechanging.com C
necessary reporting forms for your award, and wi11 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
®® ®e
Name of Recipient: City of Dubuque and Friends of the Mines of Spain
DATE: March 11, 2009
Agreement Number: 09-CATF-025
::::::::::::::::: :: i:::::::;:;:;:;:;:; ~::: ~:::;::::::::::::::::::::::::::;:::::::::;::::::::::::::::::::::::::::::::::::::::::::::::: ~:::.:::.:.:::.:.: ~::::::: ~:.: ~:.:.:-:.:.:::.:.:.:::.: ~:.:.:.:.:.:...........
~~':~70TA ..
:::::::::::::~:::::::::~::::::::::::~:pRQJE:• T a SC . 1.::: :::::~:::~::;:;:::::::::;:;:::::a; ::::;:a;:::::P~#t=iJRM . Ci~:7Ai~~~T:::::::::::::::.G.4 ...... .... ...:...:
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, a multi-
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 5:
$440,000 ~ $1,036,994 ~ $1,476,994
Related Matching Resources •
TOTAL AMOUNT OF ALL FUNDS BUDGETED: $440.000 $1,036,994 $1,476,994
CATExhibitD.xls