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Iowa Great Places Contract Copyrighted January 7, 2019 City of Dubuque Consent Items # 15. ITEM TITLE: lowa Great Places Contract SUMMARY: City Manager recommending approval of a contract with the lowa Department of Cultural Affairs to provide an lowa Great Places grant for restoration of the Mathias Ham House Campus SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Approve ATTACHMENTS: Description Type lowa Great Places Contract for Mathias Ham House-MVM City Manager Memo Memo staff inemo Staff Memo contract Staff Memo THE CITY OF Dubuque � AIFA�erlwGh UB E '�� III► Masterpiece on the Mississippi Z°°'�w'2 7A13 2017 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: lowa Great Places Contract Approval: Mathias Ham House DATE: January 2, 2019 Assistant City Manager Cori Burbach recommends City Council approval of a contract with the lowa Department of Cultural Affairs to provide an lowa Great Places grant for restoration of the Mathias Ham House Campus in the amount of$285,762. There is a total cash match in the amount of$422,011 provided by various sources. Of this match amount, the City of Dubuque has committed to provide $23,557 through an approved Arts & Culture Operational Support Grant and $40,000 through FY19 Leisure Services Department Ham House Site funding. I concur with the recommendation and respectfully request Mayor and City Council approval. �1.� ��, i�,� Mic ael C. Van Milligen �� � MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Cori Burbach, Assistant City Manager THE CTTY OF Dubuque �" ui���eNe�ary DUB E 'il��i;' Masterpiece on the Mississippi Z°°' Z°'Z 2013 2017 TO: Michael Van Milligen, City Manager FROM: Cori Burbach, Assistant City Manager DATE: January 1 , 2019 RE: lowa Great Places Contract Approval: Mathias Ham House INTRODUCTION The purpose of this memo is to request Council approval of a contract with the lowa Department of Cultural Affairs. The contract confirms an agreement with IDCA to provide an lowa Great Places grant for restoration of the Mathias Ham House Campus in the amount of $285,762. BACKGROUND In July 2018, the Driftless North End was designated as Dubuque's latest Great Place. In October, the City applied for IGP funding for two projects, the Mathias Ham House Campus Restoration and the Four Mounds Site Restoration. DISCUSSION The City has been notified by IDCA that they intend to approve the Ham House campus restoration application in the amount of $285,762. The Ham House request included the following components as part of a larger campus restoration vision: 1 . Conditions Assessments of Ham House: Consultants will engage in comprehensive internal and external assessments of house; document existing conditions, establish floor function, examine plasters and decoratives, paint, roofing, construction methods, foundation, and wall materials. 2. Result is a written and visual report with prioritized recommendations that provides a starting point for taking action, obtaining subsequent planning documents, and implementing future repairs. 3. Exterior Landscaping: This project will evaluate, refine, and implement elements from the Site & Landscape Development Study created by Robert Harvey in 2010 and includes landscaping for the car park and barn, privy grading and drainage, lighting, fences, walls, paving surfaces and planting native species. 4. Site Structures: Implement full preservation and restoration of wood structures, including wood stabilization and re-painting of Humke School House; full restoration of the Arriandeau Log House; and interior restoration of the Ham House including heating and cooling (HVAC), UV film on all windows, and plaster and tuckpointing in five of the main rooms. The work will commence on January 1 , 2019, and must be completed by December 31 , 2021 . BUDGETIMPACT The total Ham House grant request is $285,762 with a total cash match provided by various sources of$422,011 . Of this match amount, the City of Dubuque has committed to provide $23,557 through an approved Arts & Culture Operational Support Grant and $40,000 through FY19 Leisure Services department Ham House Site funding. REQUESTED ACTION I respectfully request City Council approval to execute the attached grant agreement. Cc: Teri Goodmann, Assistant City Manager Laura Carstens, Planning Services Manager Marie Ware, Leisure Services Manager 2 DocuSign Envelope ID: B5A7EE46-4418-449D-8A13-COFOA08C61D4 IOWA DEPARTMENT OF IOWA GREAT PLACES GRANT CULTURAL AFFAIRS IOWA DEPARTMENT OF CULTURAL AFFAIRS Article 1. Grant Information. Fiscal Year: 2019 Grant Award: $285,762.00 Grant Number: 201912-7319 Final Report Due 01-31-2022 Date: Start Date: 01-01-2019 End Date: 12-31-2021 Program: lowa Great Places Grant Project Title: Mathias Ham House Campus Restoration Article 2. Identification of Parties. The grant agreement is made between the lowa Department of Cultural Affairs, 600 East Locust, Des Moines, lowa 50319 and the Grantee: Grantee: City of Dubuque Great Place: Dubuque Acting Entity: City of Dubuque Authorized Official: Roy D. Buol Primary Contact: Cori Burbach Address: 50 W 13th St City, State Zip: Dubuque, lowa 52001-4845 WHEREAS, the Department is a public instrumentality of the State of lowa charged with the administration of the Program and, through its Director or Director' s Designee, is authorized to make and sign any contracts and agreements and perform any acts which may be necessary, desirable, or proper to carry out the purposes of the and the conditions of this Agreement, and WHEREAS, the Grantee is a legally recognized entity in the State of lowa and, through its Authorized Official, is authorized to make and sign any contracts and agreements and perform any acts which may be necessary, desirable or proper to carry out the conditions of this Agreement, the Department and the Grantee hereby agree as follows: i STATE HISTORICAL BUILDING • 600 E LOCUST ST • DES MOINES, IA 50?19 DocuSign Envelope ID: B5A7EE46-4418-449D-8A13-COFOA08CB1D4 Article 3. Definitions. 3.1 Acting Entity means the fiscally sponsored party or an alternative name for the Grantee 3.2 Agent means affiliate, employee, volunteer, officer, official, director, contractor or subcontractor related to an entity 3.3 Agreement means this document 3.4 Application means the formal request submitted to the Department on official forms published by the Department for funding that outlines the Project and meets the requirements of the Program 3.5 Authorizing Official means the individual with the authority to legally obligate the Grantee to this Agreement 3.6 Department means the lowa Department of Cultural Affairs 3.7 Director means the individual with the authority to legally obligate the Department to this Agreement 3.8 Director's Designee means the individual designated by the Director to have the authority to legally obligate the Department to this Agreement 3.9 End Date means the termination date of this Agreement and the final date to execute fiscal and programmatic activity related to the Project 3.10 Final Report means the formal report submitted to the Department on official forms published by the Department that outlines the final work, services and budget that was accomplished as a result of the Grant Award 3.11 Grant Award means an award of funding provided by the Department to the Grantee to support the Project outlined in the Application 3.12 Grantee means recipient of the Grant Award from the Department 3.13 Grant Funds means the full or partial amount of the Grant Award DocuSign Envelope ID: B5A7EE46-4418-449D-8A13-COFOA08C61D4 3.14 Program means a scheme created and managed by the Department to administer Program Fund 3.15 Program Fund means the monies available to the Department for execution of the Program 3.16 Project means the detailed work, services and budget to be accomplished by the Grantee as described in the Application and this Agreement 3.17 Start Date means the beginning date of this Agreement and the first date to execute fiscal and programmatic activity related to the Project 3.18 State means the State of lowa Article 4. Grant Funds. 4.1 Funding Source. Grant Funds for the Project are limited to those monies appropriated and legally available to the Department in the Program Fund. The funds of the State, other than those of the Program Fund, are not obligated or available to meet any obligations of the Department created by this Agreement, and this Agreement shall not constitute an obligation or debt of the Department of the State. 4.2 Maximum Payments. The Grant Award shall be the total amount disbursed by the Department to the Grantee for Project costs and expenses unless otherwise agreed through a written amendment to this Agreement. The Department' s ultimate financial responsibility under this Agreement will not exceed the Grant Award. 4.3 Disbursement of Funds. The Department shall disburse Grant Funds to the Grantee upon receipt of and Department approval of official request forms provided by the Department to authorize payment to the Grantee for approved Project costs and expenses incurred by the Grantee consistent with the Application. The Grantee shall be the sole authority to claim and receive any disbursements. 4.4 Disallowed Costs. Grant Funds shall not be used for payment of costs or expenses incurred by any Grantee that do not meet requirements set forth in the Program or that are incurred prior to the Start Date or after the End Date of this agreement. Any costs or expenses which are determined to 3 STATE HISTORIG4L BUILDING • 600 E. LOCUST ST • DES MOINES, IA 50319 DocuSign Envelope ID:B5A7EE46-4418-449D-8A13-COFOA08C61 D4 be unallowable by the Department shall be returned by the Grantee to the Department within thirty (30) days of notice of the disallowance. Article 5. Terms of the Grant. 5.1 Effective Dates. The Agreement becomes effective upon signature by the Director of the Department or Director' s Designee and the Authorized Official of the Grantee. The Grantee shall execute all fiscal and programmatic activity as described in the Application of the Project between the Start Date and End Date of this Agreement. 5.2 Independent Agency. The Grantee agrees to perform the services specified in the Application and this Agreement as an independent agency. No Agent of the Grantee shall be deemed an Agent of the Departrnent or the State. The Grantee is solely and entirely responsible for its acts and the acts of its Agents during the performance of this Agreement. 5.3 Non-Assignment. The Grantee will not assign this Agreement or otherwise transfer any of its rights hereunder or delegate any of its obligations hereunder, without the prior written consent of the Departrnent, and any such attempted assignment, transfer or delegation without the Department' s prior written consent shall be void. 5.4 Compliance with Laws and Regulations. The Grantee and its Agents shall comply with all applicable federal, state, international, and local laws, rules, ordinances, codes, regulations and orders when performing within the scope of this Agreement. 5.5 Equal Opportunity and Accessibility. The Grantee and its Agents shall not discriminate on the basis of age, associational preference, color, creed, disability, gender, national origin, race, religion, sex or sexual orientation against any party when performing within the scope of this Agreement. All parties involved in the Project shall comply with Title VI of the Civil Rights Act of 1964, Title 26 of the F�ir Labor Standards Act, Section 504 of the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990. 5.6 Departrnent Policies, Guidelines, Rules. The Grantee shall abide by all published and provided Department policies, procedures, guidelines and rules when performing the scope of this Agreement. _�., , �.__� .,,, -� - -� ---� - _ �� �IATE HISTORILAL BUILDI�`dG • ��tlO E i����)�T S?. • DCS \�iOI��JES. IA �:,0�19 ' ' DocuSign Envelope ID: B5A7EE46-4418-449D-8A13-COFOA08C61D4 5.7 Execution of Project. The Grantee shall execute the Project including use of the Grant Award as described in the Application. 5.8 Department Access. Upon written request, the Grantee shall provide the Department access to the Project for the purpose of observation, evaluation or to provide appropriate Department representation. 5.9 Acknowledgement. The Grantee shall recognize and acknowledge the financial contribution of the Department to the Project using published or provided credit lines and logos in a manner acceptable to the Department. 5.10 Payment to Service Providers. The Grantee agrees to pay providers of service specified in the Application when services are rendered to execute the Project no later than the End Date of this Agreement. 5.11 Modification. Neither this Agreement nor any documents incorporated by reference in connection with this Agreement may be changed, waived, modified, amended or discharged except through a writing executed by both parties. All substantial modifications to the Project as described in the Application must be submitted in writing to the Department by the Grantee. The Department will consider whether an amendment request is so substantial as to necessitate re-evaluating the Department's decision to provide a Grant Award for the Project. An amendment will be denied by the Department if it substantially alters the circumstances under which the Project funding was originally approved or if it does not meet requirements set forth in the Program. 5.12 Extensions. The Department does not approve extension requests for the Project beyond the End Date of this Agreement. 5.13 Cancellations. The Grantee must submit written notification to the Department if the Project is cancelled. In such an event, the Grantee shall return the full Grant Award to the Department within thirty (30) days of notice and no later than the Final Report Due Date. If the Grantee is unable to fulfill this Agreement by virtue of any act or regulation of any public authority, or on the account of any rule or order of any military or civil authority, or on account of any war or other national or state- declared emergency, or because of labor strike, riot, epidemic, act of God, or any similar cause beyond his or her control, the Grantee shall be excused from performance of the terms of this STATE HISTORICAL BUILDI�IG • 600 E LOCUST ST_ • DES MOINES, IA 50�19 � DocuSign Envelope ID:B5A7EE46-4418-449D-8A13-COFOA08C61D4 Agreement to the extent such performance is prevented. In such an event, the Grantee shall promptly return to the Department any unexpended or unobligated Department funds. 5.14 Record Retention and Access. The Grantee shall maintain its books, documents and records that sufficiently and properly document the Grantee' s receipt and use of Grant Funds under this Agreement for a period of at least three (3) years following the End Date. The Grantee shall permit the Auditor of the State or any authorized representative of the State, at no charge, to access and examine, audit, excerpt and transcribe any pertinent books, documents, or electronic or optically stored and created records or other records relating directly or indirectly to the Project or Grant Award. If the Grant Award is funded with federal funds, the Grantee must submit an audit report to the Departrnent if the Grantee has received $500,000 or such other amount as may be set forth by applicable federal law or rule in federal funds for the fiscal year the Grant Award is received and expended. 5.15 Final Report. The Grantee must submit a Final Report and unspent Grant Funds to the Department on official forms provided by the Department by the Final Report Due Date. The Grantee will be placed on a Department-wide funding moratorium of no less than one (1) year if the Final Report and/or unspent Grant Funds are not submitted to the Department by the Final Report Due Date. The Department may initiate legal proceedings for the return of Grant Funds. The Grantee must submit a Final Report by the Final Report Due Date regardless of modification, cancellation or extension to the Project. 5.16 Termination Close-Out Report. Unless terminated early pursuant to Article 7, the Contract shall terminate when the parties enter into a Close-Out Report in form to be supplied by the Department on or around the End Date. The Grantee agrees to execute such Close-Out Report promptly upon receipt. If Grantee believes any portion of the Close-Out Report is inaccurate it will promptly inform the Department of this fact and the parties will work together in good faith to verify the accuracy of the data, after which the Department will issue a corrected Close-Out Report if necessary. If Grantee fails to execute the Close-Out Report or, as applicable, any corrected Close-Out Report, within 14 days after the Department has served it upon the Grantee, or to notify the Department that it believes any portion is inaccurate, Grantee will be deemed to have agreed to its terms and it will have the same effect as a fully executed Close-Out Report. � S I f1TE HI�TORI:�AL E�JILDI��JG • 600 � L�.�CUST�? • D�S ��1 JINES. IA 50�1� i DocuSign Envelope ID: B5A7EE46-4418-449D-8A13-COFOA08CB1D4 � 5.17 Public Record and Copyright. The Grantee acknowledges that all material including attachments submitted in the Application, this Agreement and the Final Report are public record. The Grantee retains copyright to all submitted material and acknowledges the Department shall use any or all of the material including attachments to acknowledge or present the work of the Department or Program. Article 6. Indemnification. 6.1 Indemnification by Grantee. The Grantee and their successors and permitted assigns shall defend, protect, indemnify and hold harmless the Department, the State and their employees, officers, board members, agents, representatives, and officials ( "Indemnitees" ) from and against any and all claims, actions, suits, liabilities, damages, losses, settlements, demands, deficiencies,judgments, costs and expenses (including, without limitation, the reasonable value of time of the Attorney General' s Office and the costs, expenses and attorney fees of other counsel retained by any Indemnitee) directly or indirectly related to, resulting from, or arising out of this Agreement ( "Claims" ), including, but not limited to, any Claims related to, resulting from, or arising out of: (a) Any violation or breach of any term or condition of this Agreement by or on behalf of any Grantee, including, without limitation, the furnishing or making by any Grantee of any statement, representation, warranty or covenant in connection herewith, that is false, deceptive, or materially incorrect or incomplete; or (b) Any act or omission of any Grantee, including, without limitation, any negligent acts or omissions, intentional or willful misconduct, or unlawful acts of any Grantee or their Agents; or (c) Any Grantee' s performance or attempted performance of this Agreement; or (d) Failure by any Grantee or their Agents to comply with any applicable local, state, federal and international laws, rules, ordinances and regulations. 6.2 Survival of Indemnification. The Grantee' duties as set forth in this Article 6 shall survive the termination of this Agreement and shall apply to all acts or omissions taken or made in connection with the performance of this Agreement regardless of the date any potential Claim is made or discovered by the Department or any other Indemnitee. 6.3 Defense of Claim. The Department shall control the defense of any claim against the Department. The Department may, at its option, tender the defense to Grantee in which case it shall reasonably cooperate with the Grantee to facilitate the defense of any Claim against the Department. Even if the STATE HISTORI�AL BUILDI��JG • (00 E LOCUST ST • DES N101�JES, IA 50319 � DocuSign Envelope ID:65A7EE46-4418-449D-8A13-COFOA08C61 D4 Department chooses to tender the defense, the Department reserves the right to participate in such defense to the extent the Department, in its sole discretion, determines to be in the best interests of the State. Article 7. Termination. 7.1 Termination for Cause by Department. The Department may terminate this Agreement upon written notice for the breach by any Grantee of any material term, condition, provision or covenant of this Agreement, if such breach is not cured within the time period specified in Department' s notice of breach or any subsequent notice or correspondence delivered by the Department to The Grantee, provided that cure is feasible. In addition, the Department may terminate this Agreement effective immediately without penalty and without advance notice or opportunity to cure for any of the following reasons: (a) Any Grantee furnishes any statement, representation, warranty or certification in connection with this Agreement that is false, deceptive, misleading or materially incorrect or incomplete; (b) Any Grantee or any of any Grantee' s Agents has committed or engaged in fraud, misappropriation, embezzlement, malfeasance, misfeasance, or bad faith; (c) Dissolution of any Grantee or any parent or affiliate of Grantee owning a controlling interest in any Grantee, or termination or suspension of any Grantee' s business; (d) Any Grantee' s corporate existence or good standing in lowa is suspended, terminated, revoked or forfeited; (e) Any Grantee has failed to comply with any applicable international, federal, state, or local laws, rules, ordinances, regulations or orders when performing within the scope of this Agreement; (fl The Department determines or believes any Grantee has engaged in conduct that has or may expose the Department or the State to material liability; (g) Any Grantee or any corporation, shareholder or entity having or owning a controlling interest in any Grantee: (i) becomes insolvent or bankrupt; (ii) admits in writing its inability to pay its debts as they mature; (iii) makes an assignment for the benefit of creditors; (iv) applies for or consents to the appointment of a trustee or receiver for the Grantee or for the major part of its property; (v) has a trustee or receiver appointed for it or for all or a substantial part of its assets, and the order of such appointment is not discharged, vacated or stayed within sixty (60) days after such appointment; or (vi) bankruptcy, 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 any Grantee and, if instituted against Grantee is consented to, or, if contested ,_�., . � _- � - - -- - - � 51 ATE HISTORILAL EUILDIi Ji� • �i�i� � !UCUST ST • �E� �9011`JES, IA 7iJ319 DocuSign Envelope ID: B5A7EE46-4418-449D-8A13-COFOA08CB1D4 I by any Grantee, is not dismissed by the adverse parties or by an order, decree orjudgment within sixty (60) days after such institution; (h) In the Department' s sole determination, any Grantee has not made substantial progress toward completion of the Project within one hundred eighty (180) days after the Start Date, or if any Grantee fails to complete the Project by the End Date; (i) In the Department' s sole determination, the Project is not operated and maintained at a professional level consistent with the highest industry standards, or is no longer serving and providing a public use or benefit consistent with the public purposes forming the basis for the Grant Awa rd; (j) If the Grantee expends the Grant Award for purposes other than for payment of approved costs and expenses; and (k) The Grantee fails to receive any required matching funds and other funds, besides the Grant Award, necessary to complete the Project under the terms of this Agreement. 7.2 Termination Due to Lack of Funds or Change in Law. Notwithstanding anything in this Agreement to the contrary, the Department shall have the right to terminate this Agreement immediately, without penalty and without advance notice, as a result of any of the following: (a) The Legislature or Governor of the State fails to appropriate funds sufficient in the sole opinion of the Department to allow the Department either to meet its obligations under this Agreement or to operate as required to fulfill its obligations under this Agreement. (b) Program Funds are de-appropriated, reduced, not allocated, or receipt of funds is delayed, or if any funds or revenues needed by the Department to make disbursement hereunder are insufficient or unavailable for any other reason as determined by the Department in its sole discretion. (c) If the Department' s authorization to conduct its business or engage in activities or operations related to the subject matter of this Agreement is withdrawn or materially altered or modified, or if the Department' s duties, programs or responsibilities are modified or materially altered. (d) If there is a decision of any court, administrative law judge or an arbitration panel or any law, rule, regulation or order is enacted, promulgated or issued that materially or adversely affects the Department' s ability to fulfill any of its obligations under this Agreement. 7.3 Mutual Termination for Convenience. This Agreement may be terminated, in whole or in part, upon the mutual agreement of the parties for any reason. J STATE HISTORI�AL BUILDING • 600 E LOCUST ST • DES MOINES, IA 50319 DocuSign Envelope ID: 65A7EE46-4418-449D-8A13-COFOAO8CB1D4 7.4 Non-Exciusive Remedy. The Department' s right to terminate this Agreement shall be in addition to and not exclusive of other remedies available to the Department, and the Department shall be entitled to exercise any other rights and pursue any remedies, in law, at equity, or otherwise. 7.5 Effect of Termination. (a) If this Agreement is terminated by the Department pursuant to Article 7.1 hereof, The Grantee shall repay all Grant Funds received by the Grantee within thirty (30) days of the Department' s written request; (b) If this Agreement is terminated by the Department pursuant to Article 7.2 hereof, or by agreement of the parties pursuant to Article 7.3 hereof, disbursements shall be paid for approved, documented Project costs and expenses incurred by the Grantee through the Termination date within thirty (30) days of receipt by the Department of documentation for such costs and expenses, subject to legally available Grant Funds. Any costs and expenses which are subsequently determined to be unallowable through audit procedures shall be returned by the Grantee to the Department within thirty (30) days of notice of the disallowance. Article 8. General Terms and Provisions. 8.1 Severability. 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. 8.2 Choice of Law and Forum. The laws of the State shall govern and determine all matters arising out of or in connection with this Agreement without regard to the choice of law provisions of lowa law. In the event any proceeding of a quasi judicial or judicial nature is commenced in connection with this Agreement, the proceeding shall be brought in Des Moines, lowa, in Polk County District Court for the State, if such court hasjurisdiction. 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 lowa, 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 Department or the State. 8.3 Waivers. Except as specifically provided for in a waiver signed by duly authorized representatives of the Department and the Grantee, failure by either party at any time to require performance by the other party or to claim a breach of any provision of this Agreement shall not be construed as �_ .. _ ._ _ — � — -- — � � � 1Q ST,�TE HISTORI�,4L EUI�DIi�dG • 600 E I_O�UST ST • D�S MJINES_ IA 50�19 DocuSign Envelope ID: B5A7EE46-4418-449D-8A13-COFOA08CB1D4 affecting any subsequent breach or the right to require performance with respect thereto or to claim a breach with respect thereto. No term or condition of this Agreement shall be held to be waived, modified, or deleted except by an instrument, in writing, signed by the parties hereto. 8.4 Cumulative Rights. The various rights, powers, options, elections and remedies of the Department and the State provided in this Agreement shall be construed as cumulative and no one of them is exclusive of the others or exclusive of any rights, remedies or priorities allowed the Department and the State by law, and shall in no way affect or impair the right of the Department or the State to pursue any other contractual, equitable or legal remedy to which the Department or the State may be entitled. The election by the Department or the State of any one or more remedies shall not constitute a waiver of the right to pursue other available remedies. 8.5 Limitation of Financial Obligation. It is agreed by the Grantee that the Department shall not, under any circumstances, be obligated financially under this Agreement except to disburse Grant Funds according to the terms of the Agreement. 8.6 Enforcement Expenses. The Grantee shall pay upon demand any and all reasonable fees and expenses of the Department, including the fees and expenses of the Department' s attorneys including, without limitation, the reasonable value of time of the Attorney General' s Office, experts and agents, in connection with the enforcement of any of the rights of the Department under this Agreement. 8.7 Event of Department Dissolution. The Grantee hereby acknowledges that the Department is a public instrumentality of the State and that in the event that the Department is dissolved for any reason, the State is entitled to enforce any right, title or interest held by the Department hereunder, and all of Grantee's obligations hereunder are owed to the State. 8.8 Survival. The parties' rights and obligations under Articles 5.3, 5.4, 5.14, 6, 7.4, 8.2, 8.4, 8.5, 8.6, 8.7, and 8.9 shall survive expiration or termination of this Agreement for any reason. 8.9 Final Authority. The Department shall have the final authority to assess whether the Grantee has complied with the terms of this Agreement. The Department' s decision shall be final and binding on all questions concerning the Grantee' s compliance with the terms hereof. STATE HISTORI�AL BUILDIi�G • 600 E LOCUST ST. • DES MOINES, IA 503"19 1"I DocuSign Envelope ID: B5A7EE46-4418-449D-8A13-COFOA08CB1D4 Signatures The digital signatures below legally obligate the authorizing official of the Grantee and the Director of the Department or Director' s Designee to this agreement. As the legal authorizing official of the Grantee, I agree to all terms and conditions outlined above and certify that the information contained in this document, including all attachments, is true and correct. Authorized Official of the / Grantee: � Date: �.,,� �(�-�/� Ro D. Buol � ' Y As the legal authorizing official of the Department, I agree to all terms and conditions outlined above and certify that the information contained in this document, including all attachments, is true and correct. Director of the Department or Date: Director's Designee: ; � -„- Itj�i�;:p� i�r.�:.h '�..�^;t lJ. i_ %I �j ;-:�\_ -�. �.��ti.� � i�\'�E -'�� l�Gi'•, �� E_-�_��.:L_ } ; - Y_�!=T �T • il � � i;il,J�� Ir.\ ' ii2l`=� - DocuSign Envelope ID: B5A7EE46-4418-449D-8A13-COFOA08C61D4 Substitute W-9/Vendor Update Form In order for the State of lowa to pay the amount that is due to you and to comply with the Internal Revenue Service regulations on reporting these payments, the following information is required. Failure to provide this information will result in withholding of payment. Box A Box B Are You/ Your Organization Yes No Is Your Organization Yes No Individual [I] ° ° Corporation [C] Sole Proprietor [S] ° ° Partnership [P] If NO to both, complete Box B. If YES to either Estate or Trust [E] item, complete Box A. Sole Proprietors may Government [G] enter FEIN, but IRS prefers to use SSN. Other [O] SSN: FEIN: OR FEIN: Firm City of Dubuque Last Name: Name: DBA: City of Dubuque First Address: 50 W 13th St Name: City: Dubuque DBA: State: lowa Address: Zip: 52001-4845 City: State: Zip: Certification Must Be Signed By Vendor Certification - 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 subjected 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. The digital signature below serves as the vendor' s legal signature to this document. Authorized Official of the Grantee: Date: 13 STATE HISTORICAL BUILDING • 600 E. LOCUST ST • DES MOINES, IA �0�19 i 1