Iowa Department of Cultural Affairs' American Rescue Plan Arts GrantsCity of Dubuque
City Council Meeting
Consent Items # 10.
Copyrighted
November 15, 2021
ITEM TITLE: Iowa Department of Cultural Affairs' American Rescue Plan Arts Grants -
Organizations Agreement for Execution
SUMMARY: City Manager recommending approval of the Iowa Department of
Cultural Affairs' American Rescue Plan Arts Grants —Organization Grant
Agreement and requests the City Council authorize the City Manager to
execute the grant agreement.
SUGGESTED Suggested Disposition: Receive and File; Approve
DISPOSITION:
ATTACHMENTS:
Description Type
American Rescue Plan Arts Grants -Organization
Agreement for Execution-MVM Memo
Memo to MVM_lowa Department of Cultural Affairs'
American Rescue Plan Arts Grants - Organizations
Agreement for Execution
Agreement for Signature_I DCA ARP Arts
Organizations
City Manager Memo
Staff Memo
Supporting Documentation
THE CITY OF
Dubuque
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Iowa Department of Cultural Affairs' American Rescue Plan Arts Grants -
Organizations Agreement for Execution
DATE: November 10, 2021
Arts & Cultural Affairs Coordinator Jenni Petersen -Brant recommends City Council
approval of the Iowa Department of Cultural Affairs' American Rescue Plan Arts
Grants —Organization Grant Agreement and requests the City Council authorize the City
Manager to execute the grant agreement.
On September 20, 2021, the Dubuque City Council approved the intent to apply to the
Iowa Department of Cultural Affairs' American Rescue Plan Arts Grants — Organizations
grant program to fund a part-time Communications and Grants Administration Assistant
position that would support the work of the City's Office of Arts & Cultural Affairs.
In addition to the award made to the City's Office of Arts & Cultural Affairs, the following
awards were made to Dubuque -based arts and cultural organizations and venues
through the Iowa Department of Cultural Affairs' American Rescue Plan Arts —
Organizations grant program:
• Bell Tower Theater, Artist Stipends
$7,500
• Creative Adventure Lab, Inc.
$7,500
• Dubuque Chorale
$2,500
• Dubuque Museum of Art
$15,000
• Dubuque Symphony Orchestra
$7,500
• Grand Opera House
$7,500
• Heritage Center
$10,000
• Julien Dubuque International Film Festival
$15,000
• Northeast Iowa School of Music
$3,500
• Rising Star Theatre Company
$2,000
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Mic ael C. Van Milligen
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Jenni Petersen -Brant, Arts & Cultural Affairs Coordinator
2
Dubuque
THE CITY OF
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Masterpiece on the Mississippi
2007-2012.2013
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TO: Michael C. Van Milligen, City Manager
FROM: Jenni Petersen -Brant, Arts & Cultural Affairs Coordinator
Economic Development Department
Office of Arts & Cultural Affairs
1300 Main St
Dubuque, IA 52001
Office (563) 589-4393
TTY (563) 690-6678
http://www.cityofdubuque.org
SUBJECT: Iowa Department of Cultural Affairs' American Rescue Plan Arts Grants -
Organizations Agreement for Execution
DATE: November 10, 2021
INTRODUCTION
This memorandum presents the Iowa Department of Cultural Affairs' (IDCA) American
Rescue Plan (ARP) Arts Grants - Organizations grant agreement for the City Manager's
signature.
BACKGROUND
On September 20, 2021, the Dubuque City Council approved the intent to apply to
IDAC's ARP Arts Grants — Organizations grant program to fund a part-time
Communications and Grants Administration Assistant position that would support the
work of the City's Office of Arts & Cultural Affairs.
DISCUSSION
Staff submitted a grant application requesting the maximum $20,000, of which $18,137
of costs were deemed eligible by IDCA. A grant of $7,500 has been awarded to be
expended by June 30, 2022.
As the award is significantly smaller than the request, follow-up conversation with
Human Resources and other City staff will be needed to strategize and adjust scope of
the position as originally envisioned. The funds must be used for the request's original
intent but adjustments to scale of implementation are expected by IDCA.
In addition to the award made to the City's Office of Arts & Cultural Affairs, the following
awards were made to Dubuque -based arts and cultural organizations and venues
through the IDCA's American Rescue Plan Arts — Organizations grant program:
• Bell Tower Theater, Artist Stipends $7,500
• Creative Adventure Lab, Inc. $7,500
• Dubuque Chorale $2,500
• Dubuque Museum of Art $15,000
• Dubuque Symphony Orchestra
$7,500
• Grand Opera House
$7,500
• Heritage Center
$10,000
• Julien Dubuque International Film Festival
$15,000
• Northeast Iowa School of Music
$3,500
• Rising Star Theatre Company
$2,000
BUDGETIMPACTS
There are no new budget impacts as no match is required for this grant program.
RECOMMENDATIONS
I respectfully request that the grant agreement be executed via DocuSign by the City
Manager.
Cc: Jill Connors, Economic Development Director
DocuSign Envelope ID: 64371A52-6291-473C-8E64-A1BEBF810D6D
IOWA DEPARTMENT OF
CULTURAL AFFAIRS
Article 1. Grant Information.
AMERICAN RESCUE PLAN ARTS GRANT -
ORGANIZATIONS
IOWA ARTS COUNCIL
Fiscal Year:
2022
Grant Award:
$7,500.00
Grant Number:
202210-11173
Final Report Due
08-01-2022
Date:
Start Date:
07-01-2021
End Date:
06-30-2022
Program:
American Rescue Plan Arts Grant - Organizations
Grantee:
City of Dubuque Office of Arts & Cultural Affairs
Project Title:
Communications and Grants Administration Assistant
Funding Source:
This grant is funded by the American Rescue Plan Act of 2021 as a subaward under an
amendment to the State Partnership Agreement 1863348-61-20 issued by the National
Endowment for the Arts to the Iowa Arts Council on June 21, 2021 in the amount of $ 786,800
for subgranting to the nonprofit arts sector in order to preserve jobs and maintain operations to
fuel the recovery of the nation's arts sector from the devastating economic and health effects of
the COVID-19 pandemic (Catalog of Federal Domestic Assistance number: 45.025). Subawards
are subject to 2 CFR Part 200 Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards, and to the General Terms & Conditions for Partnership
Agreements. The amount of this grant award directly supported by federal funds is $7500. The
amount of this grant award directly supported by state funds is $0
Article 2. Identification of Parties.
The grant agreement is made between the Iowa Department of Cultural Affairs, 600 East Locust
St, Des Moines, Iowa 50319 and the Grantee:
Grantee:
City of Dubuque Office of Arts & Cultural Affairs
Great Place:
Acting Entity:
City of Dubuque Office of Arts & Cultural Affairs
Grantee DUNS:
093105302
Authorized
Official:
Michael Van Milligen
Primary Contact:
Jenni Petersen -Brant
Address:
50 W 13th St
City, State Zip:
Dubuque, Iowa 52001
IOWA DEPARTMENT OF CULTURAL AFFAIRS
STATE HISTORICAL BUILDING m 600 E. LOCUST ST. m DES MOINES, IA
50319
DocuSign Envelope ID: 64371A52-6291-473C-8E64-A1BEBF810D6D
WHEREAS, the Department is a public instrumentality of the State of Iowa 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 Department pursuant to Iowa Code section
303.1A, and;
WHEREAS, the Grantee is an entity legally recognized and located in the State of Iowa 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:
Article 3. Definitions.
3.1 Acting Entity means the fiscally sponsored party or an alternative name for the Grantee.
3.2 Agent means affiliate, employees, officers, and any other persons affiliated with the
Grantee.
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 Iowa 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. The Final Report is not an Application.
IOWA DEPARTMENT OF CULTURAL AFFAIRS
STATE HISTORICAL BUILDING m 600 E. LOCUST ST. m DES MOINES, IA
50319
DocuSign Envelope ID: 64371A52-6291-473C-8E64-A1BEBF810D6D
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.
3.14 Payment Request Form means the formal request for payment submitted to the
Department by the Grantee on official forms published by the Department that outlines the
work, services budget and use of funds to date that was accomplished as a result of the Grant
Award. The Payment Request Form is not an Application or Final Report.
3.15 Primary Contact means the individual representing the Grantee to whom questions and
concerns about this Agreement will be addressed.
3.16 Program means a scheme created and managed by the Department to administer
Program Fund.
3.17 Program Fund means the monies available to the Department for execution of the
Program including any federal funding identified in Article 1 of this Agreement.
3.18 Project means the detailed work, services and budget to be accomplished by the Grantee
as described in the Application and this Agreement.
3.19 Start Date means the beginning date of this Agreement and the first date to execute
fiscal and programmatic activity related to the Project.
3.20 State means the State of Iowa.
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. This Agreement shall not constitute an obligation or
debt of the Department or the State.
4.2 Maximum Payments. The Grant Award shall be the maximum amount disbursed by the
Department to the Grantee for Project costs and expenses. The Department's ultimate financial
responsibility under this Agreement will not exceed the Grant Award.
IOWA DEPARTMENT OF CULTURAL AFFAIRS
STATE HISTORICAL BUILDING m 600 E. LOCUST ST. m DES MOINES, IA
50319
DocuSign Envelope ID: 64371A52-6291-473C-8E64-A1BEBF810D6D
4.3 Disbursement of Funds. The Department shall disburse the full amount of the Grant
Award to the Grantee upon execution of this Agreement. 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 does 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. Grantee must adhere to
all federal requirements including those noted in Article 1 of this Agreement if Grant Funds are
direct federal subawards or subawards made as state cost share to federal funds as noted in
Article 1 of this Agreement. Any costs or expenses which are determined to be unallowable by
the Department shall be returned by the Grantee to the Department within thirty (30) days of
notice of the disallowance. Except to the extent barred by law, Grantee retains responsibility for
demonstrating eligibility of costs and expenses, and will hold the Department harmless for any
audit disallowance related to the eligibility of costs and expenses, including repayment of
ineligible amounts.
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.
5.2 Independent Entity. No Agent of the Grantee shall be deemed an Agent of the
Department. 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 Department. 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 and their Agents shall comply with Title VI of
the Civil Rights Act of 1964, Title 26 of the Fair Labor Standards Act, Section 504 of the
Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990.
IOWA DEPARTMENT OF CULTURAL AFFAIRS
STATE HISTORICAL BUILDING m 600 E. LOCUST ST. m DES MOINES, IA
50319
DocuSign Envelope ID: 64371A52-6291-473C-8E64-A1BEBF810D6D
5.6 Department Policies, Guidelines, Rules. The Grantee and its Agents shall abide by all
applicable published Department policies, procedures, guidelines and rules when performing
the scope of this Agreement. These policies, procedures, guidelines, and rules include but are
not limited to Iowa Arts Council Funding Policies, the Iowa Arts Council Grantee Handbook, Iowa
Code chapter 303, and Iowa Administrative Code chapters 221 and 222.
5.7 Execution of Project. The Grantee shall execute the Project, including use of the Grant
Award and all other fiscal and programmatic activity, as described in this Agreement and the
Application. The Grantee shall execute the Project between the Agreement's State Date and End
Date.
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. In all promotion, publicity, advertising, the Grantee shall recognize
and acknowledge the financial contribution of the Department, State agency, and, if applicable,
Federal agency to the Project using published or provided credit lines and logos as described in
the Grantee Handbook or in a different manner acceptable to the Department.
5.10 Payment to Service Providers. The Grantee agrees to pay service providers 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 the written notification 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
IOWA DEPARTMENT OF CULTURAL AFFAIRS
STATE HISTORICAL BUILDING m 600 E. LOCUST ST. m DES MOINES, IA
50319
DocuSign Envelope ID: 64371A52-6291-473C-8E64-A1BEBF810D6D
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 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 Department if the Grantee has received $750,000 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 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 Agents
("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) by third parties, the Grantee, or
the Department 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:
IOWA DEPARTMENT OF CULTURAL AFFAIRS
STATE HISTORICAL BUILDING m 600 E. LOCUST ST. m DES MOINES, IA
50319
DocuSign Envelope ID: 64371A52-6291-473C-8E64-A1BEBF810D6D
(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; or
(e) Any failure by Grantee or Grantee Contractors to make any reports, payments, withholdings,
or provide any insurance required by federal and state law, including with respect to Social
Security, unemployment compensation, workers compensation, employee income, the
Affordable Care Act, sales taxes, excise taxes, income taxes, property taxes, and/or other taxes,
fees, or costs required by Grantee or Grantee Contractors to conduct business in the State; or
(f) Any claim for wages, benefits, compensation, insurance, discrimination, or other similar claims
asserted against the Office or the State of Iowa by any Grantee Personnel, or any claim,
penalties, or fines made, levied, assessed, or imposed by another governmental entity or any
Grantee Personnel against the Office or the State of Iowa in any way related to or involving the
misclassification of employees as independent contractors or any allegations or findings of the
existence of a joint -employment relationship involving any Grantee Personnel;
(g) Any claim of misappropriation of a trade secret or infringement or violation of any
intellectual property rights, proprietary rights, or personal rights of or made by Grantee, Grantee
Contractors, Grantee Personnel, or any third party, including any claims related to the violation
or misappropriation of any patent, copyright, trade secret, trademark, trade dress, mask work,
utility design, or other proprietary right.
6.2 Survival of Indemnification. The Grantee's 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 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
IOWA DEPARTMENT OF CULTURAL AFFAIRS
STATE HISTORICAL BUILDING m 600 E. LOCUST ST. m DES MOINES, IA
50319
DocuSign Envelope ID: 64371A52-6291-473C-8E64-A1BEBF810D6D
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 Grantee's Agent 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 Iowa 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;
(f) 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 by any Grantee, is not dismissed by the adverse parties
or by an order, decree orjudgment within sixty (60) days after such institution;
(g) 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;
(h) In the Department's sole determination, the Project is not operated and maintained at a
professional level consistent with the highest standards applicable in Grantee's industry, or is no
longer serving and providing a public use or benefit consistent with the public purposes forming
the basis for the Grant Award;
(i) If the Grantee expends the Grant Award for purposes other than for payment of approved
costs and expenses; and
0) The Grantee fails to receive all required matching funds and other funds, besides the Grant
Award, necessary to complete the Project under the terms of this Agreement.
IOWA DEPARTMENT OF CULTURAL AFFAIRS
STATE HISTORICAL BUILDING m 600 E. LOCUST ST. m DES MOINES, IA
50319
DocuSign Envelope ID: 64371A52-6291-473C-8E64-A1BEBF810D6D
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 or the National Endowment for
the Arts fails to award 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) 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) 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 Non -Exclusive 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.
7.4 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.
IOWA DEPARTMENT OF CULTURAL AFFAIRS
STATE HISTORICAL BUILDING m 600 E. LOCUST ST. m DES MOINES, IA
50319
DocuSign Envelope ID: 64371A52-6291-473C-8E64-A1BEBF810D6D
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 Iowa law. In the event any proceeding of a quasi-judicial orjudicial nature is
commenced in connection with this Agreement, the proceeding shall be brought in Des Moines,
Iowa, in Polk County District Court for the State, 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, 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 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.
IOWA DEPARTMENT OF CULTURAL AFFAIRS
STATE HISTORICAL BUILDING m 600 E. LOCUST ST. m DES MOINES, IA
50319
DocuSign Envelope ID: 64371A52-6291-473C-8E64-A1BEBF810D6D
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
agency action and binding on all questions concerning the Grantee's compliance with the terms
hereof.
8.10 Documents Incorporated by Reference.
Attachment A: American Rescue Plan Arts Grant - Organizations Fiscal Year 2022
Guidelines
Attachment B: Grantee's American Rescue Plan Arts Grant - Organizations Application
Attachment C: Grantee's Award Letter
Attachment D: Department Funding Policies
8.11 Order of Priority.
Articles 1-8.15 of this Agreement
Attachment A: American Rescue Plan Arts Grant - Organizations Fiscal Year 2022
Guidelines
Attachment B: Grantee's American Rescue Plan Arts Grant - Organizations Application
Attachment C: Grantee's Award Letter
Attachment D: Department Funding Policies
8.12 Not a Joint Venture. Nothing in this Agreement shall be construed as creating or
constituting the relationship of a partnership, joint venture, or other association of any kind or
agent/principal relationship between the parties hereto. No party, unless otherwise specifically
provided for herein, has the authority to enter into any agreement or create an obligation or
liability on behalf of, in the name of, or binding upon, another party to this Agreement.
8.13 Third Party Beneficiaries. There are no third -party beneficiaries to this Agreement.
8.14 Time is of the Essence. Time is of the essence with respect to Grantee's performance of
its obligations under this Agreement.
8.15 Integration. This Agreement contains the entire understanding between the Grantee and
the Department 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.
Neither of the parties has relied on any such prior representation in entering into this
Agreement.
IOWA DEPARTMENT OF CULTURAL AFFAIRS
STATE HISTORICAL BUILDING m 600 E. LOCUST ST. m DES MOINES, IA
50319
DocuSign Envelope ID: 64371A52-6291-473C-8E64-A1BEBF810D6D
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:
PL�
Dat
11/15/2021
Michael Van Milligen
e:
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
Dat
Director's Designee:
e:
IOWA DEPARTMENT OF CULTURAL AFFAIRS
STATE HISTORICAL BUILDING m 600 E. LOCUST ST. m DES MOINES, IA 13
50319
DocuSign Envelope ID: 64371A52-6291-473C-8E64-A1BEBF810D6D
IOWA DEPARTMENT OF
CULTURAL AFFAIRS
Vendor Create / Update Form
VENDOR CREATE / UPDATE FORM
In order for the State of Iowa 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.
When you file tax forms with the IRS, how do you describe yourself / your organization?
Please choose one and only one of the following:
Individual Non -Profit Organization
Sole Proprietor LLC Filing as Partner
Corporation LLC Filing as Corp
Estate or Trust LLC Filing as Sole Proprietor
Government
Enter your IRS description here:
Government
Please confirm your contact information and provide your tax ID:
Contractor Name
Doing Business As
Street Address
City
State
Zip
FEIN / SSN (include dashes)
Certification Must Be Signed By Vendor
City of Dubuque Ottice of Arts & Cultural Attairs
50 W 13th St
Dubuque
Iowa
52001
42-6004596
Under penalties of perjury, I certify that the number shown on this form is my correct taxpayer identification
number (or I am waiting for a number to be issued to me)
The digital signature below serves as the grantee's / vendor's legal signature to this document.
Grante e.
k�4
Date:
11 /15/2021
IOWA DEPARTMENT OF CULTURAL AFFAIRS
STATE HISTORICAL BUILDING • 600 E. LOCUST ST. • DES MOINES, IA 50319 • IOWACULTURE.GOV
1