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National Scenic Byways Grant Agreements
THE CITY OF DuB E MEMORANDUM ~-~-~ February 28, 2007 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: National Scenic Byways Grant Agreements -Great Rivers Center and Rivers to the Sea Exhibit Planning Services Manager Laura Carstens recommends City Council approval of an agreement with the Iowa Department of Transportation fora $5,000,000 National Scenic Byways grant for the design and construction of the Great Rivers Center and Rivers to the Sea Exhibit, a subgrantee agreement with the Dubuque County Historical Society to provide the local match for the grant, and an escrow agreement with the Historical Society for the local match. The project is estimated at $6,250,000. The National Scenic Byways grant is for 80% of the total project cost. The Historical Society is to provide the required 20% local match of $1,250,000. The subgrantee agreement requires the Historical Society to abide by the terms of the IDOT agreement and to provide for any costs over the estimated project total of $6,250,000. The City is not obligated to provide any match; however, the City must upfront a total of $5,000,000 for the project design and construction. The City will pay 80% and the Historical Society will pay 20% match for expenses as the project progresses. The City will submit periodic reimbursement requests to IDOT as the project expenses are incurred. The City therefore will continue to spend a significant amount of staff time administering this grant, as has been done with past grants. In the past, the City of Dubuque has provided the cash flow for these grants to the Dubuque County Historical Society when payments needed to be made to contractors and while the parties waited on reimbursement from the funding agency. Also, the City has in the past taken the financial risk in case there was any default by the Dubuque County Historical Society. However, the size of this grant precludes the City from being able to cash flow the contractor payments or accept the risk of a default, even though that risk is extremely minimal, especially with the exemplary performance record of the Dubuque County Historical Society. In the past, the City has administered the following grants for the Dubuque County Historical Society (subgrantee): 1) William M. Black Steamboat Restoration Project: lA DOT TEA-21 Grant (80%) $329,920 DCHS -Cash match (20%) $ 82,480 2) Mississippi River Discovery Center Wetland Site Package II Project: IA DOT TEA-21 Grant (80%) $169,323 DCHS -Cash & In Kind match (20%) $ 42,331 3) Great River Road Interpretive Center Project: iA DOT TEA-21 Grant (80%) $737,376 DCHS -Cash & In Kind match (20%) $184,344 4) Burlington Northern Railroad Depot Restoration Project: 1A DOT TEA-21 Grant (80%} $444,050 DCHS -Cash match (20%) $111,013 5) Woodward Museum Restoration Project: IA DOT TEA-21 Grant (70%) $629,121 DCHS -In Kind match (30%) $269,623 Due to the high project costs, the City has developed a new security procedure, an escrow agreement, to protect the financial interests of the City of Dubuque. The City will not enter into any construction contract for any part of the project until the Historical Society has deposited in an escrow account, funds sufficient to pay the costs of each such construction contract for the project pursuant to the escrow agreement. To further secure the Dubuque County Historical Society obligations, there will be an escrow provided by the Dubuque County Historical Society based on the City's exposure. I concur with the recommendation and respectfully request Mayor and City Council approval. 6`i:L, Ljl1~ ,f~fti Michael C. Van Mi{ligen MCVMljh Attachment cc: Jerry Enzler, Dubuque County Historical Society Executive Director Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Laura Carstens, Planning Services Manager THE CITY OF Dus E ~-~-~ MEMORANDUM February 8, 2007 TO: Michael C. Van Milligen, City Manager FROM: Laura Carstens, Planning Services Manager SUBJECT: National Scenic Byways Grant Agreements -- Great Rivers Center and Rivers to the Sea Exhibit INTRODUCTION This memo transmits for City Council review and approval, an agreement with the Iowa Department of Transportation (IDOT) for a National Scenic Byways grant for the design and construction of the Great Rivers Center and Rivers to the Sea Exhibit, a subgrantee agreement with the Dubuque County Historical Society to provide the local match for the grant, and an escrow agreement with the Historical Society for the local match. A resolution authorizing these agreements also is enclosed. DISCUSSION The Great Rivers Center and Rivers to the Sea Exhibit are part of Phase 2 of America's River project, as well as an expansion of the National Mississippi River Museum and Aquarium. Since the grant was secured, the project location has been moved from the former Adams Company Building to the former Welcome Center and what is currently the Diamond Jo Casino Portside Building. The project is being considered for a Vision Iowa grant. The Historical Society plans to add the Great Rivers Center and Rivers to the Sea Exhibit to their museum campus. The Great Rivers Center will have galleries, the National Rivers Center, the Rivers Research Center and storefront retail. The Great Rivers Center will be located in the former Welcome Center and what is currently the Diamond Jo Casino Portside Building. BUDGET IMPACT The National Scenic Byways grant is Federal pass-through funds administered by the IDOT. The City of Dubuque is the sponsor of the grant on behalf of the Historical Society. The project has an estimated total cost of $6,250,000.00. The National Scenic National Scenic Byways Grant Agreements Page 2 Byways grant is for 80% of the total project cost, or $5,000,000.00. The Historical Society is to provide the required 20% local match of $1,250,000.00 for the project. The subgrantee agreement requires the Historical Society to abide by the terms of the IDOT agreement and to provide for any costs over the estimated project total of $6,250,000.00. The City is not obligated to provide any match; however, the City must upfront a total of $5,000,000.00 for the project design and construction. The City will pay 80% and the Historical Society will pay 20% match for expenses as the project progresses. The City then will submit periodic reimbursement requests to the IDOT as these project expenses are incurred. Due to the high project costs, the City has developed a new security procedure, an escrow agreement, to protect the financial interests of the City of Dubuque. The City will not enter into any construction contract for any part of the project until the Historical Society has deposited in an escrow account, funds sufficient to pay the costs of each such construction contract for the project pursuant to the enclosed escrow agreement. The escrow proceeds will be delivered to an escrow agent in immediately available funds and held by the escrow agent pending disbursement, in afederally-insured interest bearing account with a commercial bank or savings and loan institution. The City will be entitled to draw on these funds for the payment of the costs of construction as provided in the escrow agreement. The earnings on the account are income of the Historical Society. The City will make every reasonable effort to see that payment or reimbursement requests that are made to IDOT are processed as quickly as possible. RECOMMENDATION I recommend City Council approval of the enclosed resolution authorizing the Mayor to sign the agreement with the IDOT for the $5,000,000.00 National Scenic Byways grant, the subgrantee agreement with the Dubuque County Historical Society, and the Escrow Agreement for the for the design and construction of the Great Rivers Center and Rivers to the Sea Exhibit. Enclosures cc Jenny Larson, Budget Director Bob Schiesl, Assistant City Engineer Jerry Enzler, Executive Director, Dubuque County Historical Society Prepared by: Laura Carstens. Citv Planner Address: Citv Hall. 50 W. 13th St. Telephone: 589-4210 Returned to: Jeanne Schneider. City Clerk Address: Citv Hall. 50 W. 13th St. Telephone: 589-4120 RESOLUTION NO. 147-07 RESOLUTION AUTHORIZING AN AGREEMENT WITH THE IOWA DEPARTMENT OF TRANSPORTATION AND A SUBGRANTEE AGREEMENT AND ESCROW AGREEMENTS WITH THE DUBUQUE COUNTY HISTORICAL SOCIETY FOR A NATIONAL SCENIC BYWAYS GRANT FOR THE GREAT RIVERS CENTER AND RIVERS TO THE SEA EXHIBIT Whereas, the Iowa Department of Transportation administers a National Scenic Byways Grant Program; and Whereas, the Iowa Department of Transportation has awarded the City of Dubuque a grant of $5,000,000.00 from the National Scenic Byways Program for the design and construction of the Great Rivers Center and Rivers to the Sea Exhibit; and Whereas, the City of Dubuque is the sponsor for the Dubuque County Historical Society for this project; and Whereas, the Dubuque County Historical Society has committed to providing the required local match for the project. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That Agreement No. 06-NSB-103 with the Iowa Department of Transportation for the National Scenic Byways Grant (Project No. EDP-2100(638)--7Y- 31) to fund the design and construction of the Great Rivers Center and Rivers to the Sea Exhibit is hereby approved and the Mayor hereby is authorized to sign said agreement on behalf of the City. Section 2. That the Subgrantee Agreement with the Dubuque County Historical Society to provide the required local match for the National Scenic Byways Grant (Project No. EDP-2100(7Y38)--7Y-31) to fund the design and construction of the Great Resolution No. 14 4-07 Page 2 Rivers Center and Rivers to the Sea Exhibit is hereby approved and the City Manager hereby is authorized to sign said agreement on behalf of the City. Section 3. That the Escrow Agreements with the Dubuque County Historical Society to provide the required escrow for the National Scenic Byways Grant (Project No. EDP-2100(638)--7Y-31) for design and construction of the Great Rivers Center and Rivers to the Sea Exhibit is hereby approved and the Gity Manager hereby is authorized to sign said agreements on behalf of the City. Passed, approved and adopted this 5th day of March , 2007. Attest: Jeanne F. Schneider City Clerk Roy D. Buol Mayor SUBGRANTEE AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND DUBUQUE COUNTY HISTORICAL SOCIETY This Subgrantee Agreement is made and entered into effective the day of 2007 by and between the City of Dubuque, Iowa (City) and Dubuque County Historical Society (Society). WHEREAS, Society is engaged in a project involving the design and construction of the Great Rivers Center and Rivers to the Sea Exhibit funded in part by a grant of $5,000,000.00 from the National Scenic Byways Program (Project No. EDP-2100(638)-- 7Y-31) (the Project); and WHEREAS, City is the sponsor for the Project, for which the total Project costs are estimated to be $6,250,000.00; and WHEREAS, Society is committed to providing the required match of $1,250,000.00 for the National Scenic Byways Program grant for the Project; and WHEREAS, City has signed Agreement No. 06-NSB-103 (IDOT Agreement) with the Iowa Department of Transportation (IDOT) as the sponsor of the Project on behalf of Society; and WHEREAS, City proposes to have Society comply with the terms and conditions set forth in the IDOT Agreement, as the subgrantee for and on behalf of City; and WHEREAS, City and Society desire to enter into this Subgrantee Agreement to set forth their respective responsibilities under the IDOT Agreement. NOW, THEREFORE, the parties hereto do mutually agree as follows: SECTION 1. Society hereby agrees to comply with all of the terms and conditions of the IDOT Agreement for the Project that are applicable to the Recipient (as defined in the IDOT Agreement), for and on behalf of City. SECTION 2. City and Society shall be responsible under the IDOT Agreement to pay the Project costs according to the procedure set forth therein as follows: (1) Society hereby agrees to pay the required twenty percent (20%) local contribution to the total Project costs, estimated to be $1,250,000.00, for the Project in accordance with the IDOT Agreement. 022807finalbal SUBGRANTEE AGREEMENT CITY AND SOCIETY Page 2 (2) City hereby agrees to pay eighty percent (80%) of the total Project costs, not to exceed $5,000,000.00, for the Project in accordance with the IDOT Agreement, and then to request reimbursement of City payments from the IDOT. (3) Society hereby agrees to pay one hundred percent (100%) of the Project costs that exceed the estimated total Project costs of $6,250,000.00 or which are not reimbursed with or otherwise paid for by the funds specified in the IDOT Agreement. SECTION 3. City shall not be required to enter into any contract for the construction of any part of the Project until Society has first deposited in an escrow account, upon request of City, funds sufficient to pay the costs of each such construction contract for the Project pursuant to the attached Escrow Agreement. The escrow proceeds shall be delivered to an escrow agent in immediately available funds and held by the escrow agent as contemplated in the Escrow Agreement, pending disbursement as contemplated therein, in afederally-insured interest bearing account with a commercial bank or savings and loan institution. City shall be entitled to draw on such funds for the payment of the, costs of construction as provided in the Escrow Agreement. The earnings on such account shall be deemed income of Society. City shall make every reasonable effort to see that payment or reimbursement requests that are made to IDOT are processed as quickly as possible. SECTION 4. Society agrees to defend, indemnify and hold City harmless from and against any and all claims of any kind arising out of or related to this Subgrantee Agreement or the IDOT Agreement, including but not limited to any claims seeking repayment of any funds granted by the IDOT Agreement, other payments that may be required by IDOT, or any other claim by IDOT of default by City in the performance of the IDOT Agreement. SECTION 5. To further secure Society's obligations herein, Society will create a second escrow entitled "Security Escrow" pursuant to the attached Security Escrow Agreement. Unless otherwise agreed by the parties in writing, Society shall fund the Security Escrow in an amount that at all times while this Agreement is in effect equals the cumulative amount reimbursed by IDOT to City as provided in this Agreement and for which City would be liable to reimburse IDOT in the event of a default under the IDOT Agreement. The Security Escrow shall be maintained until the Project has been completed to the satisfaction of City's City Council and acknowledged in its resolution which acknowledgment shall not be unreasonably withheld. Society may, from time to time, provide alternative security in lieu of funding the Security Escrow, provided the alternative security is of equivalent value and satisfactory to City in its sole discretion. The Security Escrow Proceeds shall be delivered to the Security Escrow Agent in immediately available funds or in the form of alternative Security meeting the requirements of this Section. "Security" used herein means any publicly traded stock, bond or mutual fund, or a bank fund of publicly traded stock, bonds or mutual funds, the 030107finalbal SUBGRANTEE AGREEMENT CITY AND SOCIETY Page 3 value of which is published in the Wall Street Journal on a regular basis. If Society elects to deposit a Security, the value of the Security on the date of deposit shall be equal to 110% of the otherwise required cash deposit. If the value of the Security subsequently falls below the required 110% amount, Society shall deposit additional Security or cash or cash equivalent within ten (10) days after it receives a financial report from the Security Escrow Agent showing the decrease in value of the Security on deposit. The Security Escrow Agent shall notify City of the deposit of Security and the value on the date of deposit, and also shall notify City of the current value of the Security on at least a monthly basis thereafter. Society may substitute the Security from time to time at its election for another Security. If cash is deposited the Security Escrow Agent shall invest in a federally insured interest bearing account with a commercial bank or savings and loan institution. All interest and dividends earned on the Security Escrow Proceeds shall be paid to Society when received. The Security Escrow may, at the discretion of Society, be comprised of separate accounts at different institutions provided that the cumulative amount in the accounts equals the cumulative amount reimbursed by IDOT or such other amount as City and Society may agree. SECTION 6. This Agreement is not assignable without the prior written consent of City. SECTION 7. Society shall maintain all books, documents, papers, accounting records, reports and other evidence pertaining to costs incurred for the Project. Society shall make such materials available at all reasonable times during the construction period and for three years from the date of final reimbursement, for inspection by City. Copies of said materials shall be furnished by Society if requested. SECTION 8. Society agrees to indemnify, defend and hold City harmless from any action or liability arising out of the design, construction, maintenance, placement of traffic control devices, inspection or use of this Project. SECTION 9. City shall immediately notify Society of any notice, claim or declaration by IDOT that City is in default of any of its obligations under the IDOT Agreement. In that event, Society shall have the right, on City's behalf, to defend against any such claimed default in any manner allowed by the IDOT Agreement of Iowa law and to assert any of City's rights under the IDOT Agreement or Iowa law in connection therewith. SECTION 10. City shall notify Society in writing of any default under this Subgrantee Agreement. Before City may take any action to disburse any escrowed funds from the Security Escrow granted hereunder to City or pursue any other right of recovery against Society, Society shall have thirty (30) days after such notice to cure the default. However, and notwithstanding the above, in the event City notifies Society of a notice, claim or declaration by IDOT that City is in default of any of its obligations under the 030107finalbal SUBGRANTEE AGREEMENT CITY AND SOCIETY Page 4 IDOT Agreement, Society shall have an amount of time to cure the default equal to the amount of time the City has to cure the default claimed by IDOT. IN WITNESS WHEREOF, the parities have hereunto set their hands by proper person duly authorized, the day and year first above written. CITY OF DUBUQUE, IOWA By Michael C. Van Milligen City Manager Date DUBUQUE COUNTY HISTORICAL SOCIETY B C~ Y Jerry E ler Executi ctor Date ~ t~^ 030107finalbal Ii;311VA f~EPARTMEfVT ~7F TRANSPORTATION Af~REF~IENT FQR AN EARMI~RK FUNQEl3 RROJEGT PROJECT NAME: Great Rivers Center and Rivers to the Sea Exhibit RECIPIENT: City of Qubuque P~2OJEG7 tVUMSER; EC3P~2100(638J-7Y~31 IOWA QOT AGREEMENT Na,: OG-WSi~-i 0~ This is an agreement between the Ci#y of t7ubuque, hereina#ter referred to as RECIPIENT and ttte Iowa C7epartrrtet~t of Transportat, herenaf€er referred to as the L3t3T. tows Code Sections 30tiA,7 and 3Q7.44 provide for the RECIPIENT and the t]OT to enter in#o agrsernen#s with each other for the purpose trf financing tr~anspoatation improvement projects in Iowa with Federal funds. The RECIPIENT proposes a project using Earmark fundlrrg under ec. 133~b)(8j and Sec. 101(aj(35} of Title 23, United States Code. The Office of Management and Budget (OMBj Circular A-133 requires the RECIPIENT ~ report the Catatog of Federal aomestlc Assistance (CF~1} number and tie on aft Fret-Aid pri~jects. 'Ft~e Rt~ClP1E~tT vuili use CFI~A #2Q.2a and titka, "Highway P~nn~g and Constructiorti" fog this project. This information should be reported in "The Schedule of Expenditures of Federal Awards". Pursuant #o the terms of this agreement, appligble statutes, administratirve rotas, and programming by the DOT and the East Central In#ergovemmantal Association, the 13t.7T agrees to provide funding to the RECIPIENT for the authorized and approved casts for ei~~rle tterrrs assoaated with the devetoprr~ent of the Rivers #o Sea MuSeutn. to consideration of the foregoing and the mutual promises t~ntare~xl in this agreement, the parties agree as fotlows: 1. The RECIPIENT shall be the lead organization -for carrying out the provisions of this agreement, 2, AIt notices requir+exl urtd~er this agneemertt shall be rrrade in writing to the Clt;}T's ar~dlor the RECIPIEIVT's contact person. The MOTs conact person shall be Troy Siefert. Scenic Byways Program Manager, Office of Systems Plannir~, 8£}0 Lincoln V1tay, Ames, Iowa 5+pp1+D, telephone 515--i&21, e-trail trov.siefert~drat,iowa.pov . The REClPIENI'`5 contact person shall be Mark Hantelmann, 354 E. Third Street, Qubuque, lows, 520131, telephone 583-5x57-8545, e-mail mhantelmann@rivermuseum.com. 3, The RECIPIENT .shah be r~esporrsible frrr khe tisvelopment and completion of the follovang described protect: 022807finalbal t~sign and cans#ructi~ of the Rivers to Sea Mluseum ar-d exhibr#s. The estimated total cast is $6,25€I,DOO,t~4. 4. Estimated Costs and Funding Sources F..starrxated project gists and fur~iing sources fnr ~e project described in Section 3 of ttt~ agreement, v±ch are incurred after the date of Federal Nighv~ray Adrr~inistration (i=~WA~ a~Ehorizatinn smell be paid as fc~llav+ts; A. P~rrsuant to She Safe, Accx~untabte, Flexible. Efferrt Transpoatati Equity Act: A- Legacy far Users (StETF..~ t.U), a total upper limit of ~S,OOO,gQ0.Ot3 in High Priority (HP) funds has treen set aside for this project. Beginning with Federal Fiscal Year (FFY) 2805, arxi continuing through FFY 2809, 2896 of this toil will be albc~ted each year. However, after each year's altacation is distributed, the actual amount of HP funds available for nl~ligatian hand car~uen#ly, rembursernern} viii be limited by the amount of obligation authority made available each year by Congress, ar the total amount of obligation authority accumulated taq date. Therefore. t(~e partisan of the projed costs reimbursed wi~- HP funds shall be limited to a maximum of either 8096 of eligible costs (rather than those casts reimbursed with ether Federal funds} or the fatal amount of obligation authority, whichever is less, E3. Pursuant to the Safe, Accx~untalate, Flexible, Efficient Transportation Equtty lit: A t_e~gacy for Users {SAFEfEA-LU), a total upper limit of $a,tltlE3,l)OQ,t~ in Transportation improvement (Tt) funds has been set aside fur this project.. Of #his fatal, 1096 will be allocated in FFY 2DC}5, 2g96 In 2()06, 2596 In 2047 and' 2pQ8, and 2096 in 2fl09. However, after each year`s ai#~catian is distributed, the actual amount of 1'I funds 022807finalbal *1'he amounts shown are estimates and ate subject to the limits andtor other provisions spect8ed below. available for obligation {and consequently, reimbursement} will be limited by the amount of obligation authority made available each year by Congress, or the total amount of obligation authority accumulated to date. Therefore, the portion of the project costs reimbursed with TI funds shalt be limited to a maximum of either 8096 of eligible costs {other than those costs reimbursed with other Federal funds} or the #otal amount of obligation authority, whichever is less. C. The Obligation Limitation to be applied to each year's funding is as follows: FY05 - $5.5%; FY06 - 87.1 %. The percen#age for FY07-08 will be adjusted after each year's appropriation is approved by FHWA. D. The RECIPIENT shall be responsible for all other project costs which are not reimbursed with or paid far by the funds specified above. 5. The local contribution stated above may include cash or non-cash contributions to the project. The RECIPIENT shall certify to the DOT the value of any non-cash contribution to the project prior to it being incurred. For right of way contributions, the RECIPIENT shall submit an appraisal from a qualified independent appraiser. The DOT n=_serves the right to review tha RECIPIENT`S certificate of value and has sole authority to determine the value of the RECIPIENTS non-cash contribution for the purposes of this agreement. If, as a result of the DOTS determination, the RECIPIENT'S total cash and non-cash contribu#ion is below that stated in the terms ofi this agreement, the RECIPIENT shall increase its Cash contribution In order to complete the RECIPIENTS focal contribution, or the grant andlor loan amount associated with this project shall be reduced accordingly. 6. The portion of total project costs paid by Earmark funds shall not exceed the amount stated above ($5,000,000.00} or $0 percent of the total cost of the eligible items, whichever is the smaller amount. Goss overruns shall be paid solely by the applicant. 7. Project activities or costs elligible for funding indude only those items set out in Exhibit A, which is attached hereto and by this reference incorporated into this agreement, and is are necessary to complete the project as described in Section 3. 8. Activities or costs ineligible for funding include, but are not limited to, those Items set out in Exhibit i3, which is attached hereto and by this reference Incorporated into this agreement. 9. Notwithstanding any other provisions of this contract, if funds anticipated for the continued fulfillment of this contract are at any time not forthcoming or insufficient, either through the failure of the State of Iowa to appropriate funds or disconfinuance or material alteration of the program for which 3 022807finalbal funds ~ provideda 41i~ V~T ~J~It ~~ thQ ~~ht to t~~~~t~ ~liFl contract without penalty by 9~m3 not less than ninety ~9flj days tnrrittan rtotl. 1!g.The I~OT reserves the right to defy reimburserttent of funds to the RECIPIENT if necessary ~ rrraintain a positive cash fir. if such a delay is necessary anti lasts rr~rre than 5 tavorlfing days, the DaT shalt sQ nab~- the REC1PtE<NT in writing and shall give the RECIPIENT art estimate of wften reimbursement might be expected. The ~3T shall establistt a system to equitably make reirrrburserrren~ to ail RECIPIENTS so affected. 13.1"he RECIPIENT shall submit to the QQT, no later than 30 days subsequent tQ the RECIPIENT'S signature date on this agreement, a timetable outlining the project schedule. failure to do so by the RECIPIENT may tae consider~l a default under-this agreement. 12.Ttte RECIPIENT must have let the contract or have construction started within two years of the date this agreement was executed by the DC?T. if the RECIPIENT does not do this, they will be in default for which the Dt37 can r+evr~ke furttting Comrrtitrrtellts. This agreement miry be extended f©r periods of up to six months upon receipt of a +r~rrttten naquest from the RECIPIENT at least sixty {ti£1}days prior to tha deadlme if approved. 13.This agreement will kaecome null anct void if the praject described in Section 3 drops out of the least Centxal Intergovernmental }~ssflciation currant Trans}~rtatiorr Irnprouement I~ragr~rrrt (TIP} or the approved current C}~?T Statewide Transportation improvement Program ~STII'~ prior to authorization of Federal funds. 14. tf any part of this agreement is found to be void and tanenforceable, the remainirtg provisiarts of this agreement shall remain In eIl'ect. 'IS.It is the intent of both parties that no third-party benefrclaries be created by tftis agneement. 1ti.This agreement strap be expccted anti delivered lrt two ar more c;oples, each oi` which so exaca~#ed and delivered shall be deemed to be art original and shall constitute E~ut o the Instrutt'tent. ~17.This agreemeni is not assignable wittttxrt rite prime written consent of the DST, 18.1E the prr~~ect desa-t~ted in Section ~ of this agreement crass~es a 13CT primary road, then: A. The RECIPIENT shalt convey title to the Suite of Iowa, by quit claim deed, to any right of wey necessary fcrr the prlntary road crossing, all at 022807finalbal no cast to the L70T. However, the D4T shah prepare detailed legal descriptions and plats. The flenerai configuration of the right of way #~- be conveyed shah be agreed too by the RECIPIENT anti the [SAT prior to the surrey. 8. Tha RI~CIPIINT shah submit six copies of pans for all prirr~ry rand system cxossrfgs ~ the DC3T'S cantaci person far rev~w and approval by the Qistrict C?ff's far necessary perms, Qfiice of Road Des~In and Maintenans~ with regard to txassing design and location, signing, Penang, safety, mairYtenan~, rxyrrapiiaance with access contra policy, etc. Said approval shah be obtained before the RECIPIENT proceeds with the constnx~lon of any primary read system crassir~, C. The use of primary highway right of way for the project's purpose shall be sut~ect tt~ any rights enjoyed lay any existing utility tines presently witl'~rt the right of way. If excavation of a utility line over which this Project has been placed is necessary for any reason, the utility shall be res~nsfbie for proper backfiliing of said excavation to ground level, The RECIPIENT shall be responsible for any necessary resurfacing ar restoration. D. The use of primary highway right of way for this project's purposes shall be subject ~ any future plans far reconstvctlan, improvement, manten~ce, andlar relocation of the highway by the DOT. Any relocation of this pmject necessary because of said plans shall be at the expense of the RECIPIENT, ail at no ~ tQ the I~7T. 19,The RECIPIENT shall acquire the project right of way, whether by lease, easement ar fee title and shall provide relocation assis~nc$ treruef+ts and payments in accordance with the prcxkres set forte in the DC3TS Right of Wey Manual. The RECIPIENT shell contact the i?OT far assistance, as necessary, to ensure compliance with the required procedures, even if na federal lords in the r~ht of way purchase are invc~ived. The RECIPIENT will need to get environmental concurrence before acquiring any needed right of way. nth prior approval, hardship anti protective buying is possible. if the RECIPIENT requests Federal-aid partlcipa~on for right of way acquisition, the RECIPIENT will need to get environmental concurrence end FF~IWA autharixatian before purchasing any needed right of way. ZO.The RECIPIENT shah comply with the Policy for Accomrrsodating tlclitiss on City and Couniy Federal-aid Highways Right 4f Way and die Policy far Acarmmadating Utilities an the Primary Road System n ork die ©4T's Right of Way. Certain utility relocation, alteration, adjustment, ar removal costs tt+ the RECIPIENT tar project may be eligible far f=ederal-old reimbursement in aeccsrdance with the PFIV~'A rules applicable to the type of utility involved and Iowa Code Chapter 3f}~A. 022807finalbal 2i.The RECIPIENT shall be responsible for obtaining any permits, such as the Right to Occupy and/or Perform Wortc Within the Right of Way, Permit of Access, Utility Accommodation, Right to Install and Maintain Traffic Control Devices, and/or other construction permits required for the project prior to the start of construction. In addition, the Recipient shall certify to the DOTS contact person that all known required environmental permits have been received and that all environmental regulations have been complied with before funds are reimbursed or credited. Neither the approval of the project application for funding nor the signing of this agreement shall be construed as approval of any required permit from the DOT. 2Z.Traffic control devices, signing, or pavement markings installed within the limits of this project shall conform to the 'Manual on Uniform Traffic Control Devices for Streets and Highways" per 76 Iowa Administrative Code Chapter (IAC} 130, The safety of the general public shall be assured through the use of proper protective measures and devices such as fences, barricades, signs, flood lighting, and warning lights as necessary. Z3.In the event that right of way is required for the project, said right of way will be acquired in accordance with 761 IAC Chapter 111, Real Property Acquisition and Relocation Assistance, and the Federal Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended. Z4.The project plans, specifications and cost estimate shall be prepared and certified by a professional engineer, architect andfar landscape anchitect, whichever applies, licensed to practice in the State of Iowa. The RECIPIENT shall submit the plans, speafications and other agreement documents to the DOT for review. This submittal may be in divisions and in the order of preference as determined by the RECIPIENT: However, the plans, specifications and other agreement documents for each division must be submitted at least thirty t30} days prior to the project letting of each division. The DOT shall review said submittal{s} recognizing the RECIPIENT'S development schedule and shall, after satisfactory review, authorize In writing the RECIPIENT to proceed with implementation of the project. The work on this project shall be in accordance with the survey, plans, and specifications on file. Arty mod cation of these plans and specifications must be approved by the D07 prior to the modification being put into effect. 6 022807finalbal 25.The RECIPIENT shall be responsil3le for the daily inspection of the project. For projects let to contract, the RECIPIENT strait compile a daily [og of materials and quantities. For projects constructed with Iota! forces, the RECIPIENT shaft compile a daily log of materials, equipment and labor on the project. The DOT reserves the right to inspect project activities and to audit claims for funding reimbursement. The purpose of the inspection or audit is to determine substantial compliance with the terms of this agreement. 26.The RECIPIENT shalt maintain all books, documents, papers, accounting records, reports and other evidence perbining to costs incurred for the project. The RECIPIENT shalE make such materiels available at ail reasonable times during the construction period and for three years from the date of final reimbursement, for inspection by the DOT, FHWA or any authorized representatives of the Federal government. Copies of said materials shall be furnished by the RECIPIENT if requested. 27.The RECIPIENT may submit to the DOT periodic itemized claims for reimbursement for eligible project costs. Reimbursement claims shall indude certification that ail eligible project casts for which reimbursement is requested have been completed in substantial compliance with the terms of this agreement. 28.Ths DOT shall reimburse the RECIPIENT for property documented and certified claims for eligible project activity costs less a retainage of not more than ten percent, either by crediting outer accounts from which payment may have been made initially. If, upon audits of contracts, the DOT determines that the RECIPIENT has been overpaid, the RECIPIENT shall reimburse the overpaid amount to the DOT. 29.Upon completion ofithe project described in this agreement, a professional engineer, architect and/or landscape architect, whichever applies, licensed to practice in the State of Iowa shall certify in writing to the DOT that the project activities were completed in substantial compliance with the plans and specifications set out in this agreement. In addition, prior to final reimbursement far the project, the RECIPIENT shat! furnish three sets of "as-built" plans of the project to the DOT. Final .reimbursement of funds, including retainage, shall be made only after the DOT accepts the project as complete. 3Q. If, in the opinion of the RECIPIENT, the spedfic provisions of this agreement requiring the services of a professional engineer, architect and/or landscape architect, whichever applies, licensed to practice in the State of Iowa prove tQ be burdensome to the RECIPIENT or otherwise not in the public interest, and if the RECIPIENT decides that the provisions of 022807finalbal this agreement can be othenxise complied with without endangering public safety, the RECIPIENT may request that said provisions be waived on $CI or specctfrc parts of the project ident€fied by the REGIRtEIVT. Such request shat! be made in ~urit€ng to the C~f3T'S contact person who shalt. after consultation with other E?C?T staff as necessary, make the final determination concerning said waiver. If said waiver is granted, atE prov€~1ons of this agreement requtr€ng the services of a professlonai engineer, architect andlor landscape architect, whichever applies, I€censed to practice in the State of Iowa shall be performed by the RECIPIENT'S contact person or des€gnee. 31.The R)CIPtEN"(' agrees to indemnify, defend and hold the DOT ham~less from any action or liab€€ity arising out of the design, construction, maintenance, placement of traffic control devices, €nspection or use of th€s project.. This agreement to indemnify, defend and bald harmless applies to art aspects of the DUT5 application review and approval process, plan and construction rev€ews and fund€ng pertiapatton. 32.This agreement may be declared to be in default by the DST if the DflT determines that the RECIPIENT'S application for fund'€ng contained inaccuracies, omissions, errors or misrepresentat€ons, ar if the OUT determines that the project is not developed as ttescribed in tfte application. ~~.If th+s RECIPIEhIT falls to p+srfor arty obligation under this agreement, the DUT shalt have the right, after first giving thirty (3tl) days written notice icr the RECIPIIMNT hY certified mail r~etum r>~ipt requestee, to :declare any part of all of this agreement in t#efaw,rlt. Ttte RECIPIENT shall have thirty a30} days fmm the date of the rrxa€[€ng of the not"r:Q to cure rite default. If ttte RECIPIEtdT' cures the default, rite RECIPIENT shall notify the ~t?T no Later than five t5} nays after tt'te cure or' befrrre ttre end of saki thirty {3t3j day period given to cause the default. 111flttrir~t ten fit{?} working stays of receipt of the RECtPtENT'a notice of cure, the OUT stall issue eitf~r a Mice of ace~ptan<~ of Dore or a node of continuer! default. 3~,In the event a default is not cured, iris ~T try revoke funding t~mmttments andlor seek raymeant rrf fuxtcls granter! t}y this agreen'ter'tt. ay signing m~ agreement the Rt~CtPtENT agr~s to repay said fund~g if they are foun€] to lie in defaultA Repayment meths mtrrst bts approv>sd by the !coos Trans#~rtet€on Cornct~ssorr arx! nay Include cash repayment, installrraent repayments with t~got ~tterest rates, urges against RECIPIENT'S share ~ use tax frmds, ar other metes ;ss approved by tine Iowa 7ransportat~n Cornmisston. 3S. to case of a dispute concerning the tasrms of this ag €~ement, rite parties shall submit the mattter to artaftratiotrt pursuant to tltG ~73A(~d~~}. ~lttrer party tras the righfi to submit the rater to arbrtratiran after ten (1 tI) days 022807finalbal notice te+ the other party of their intent to seek ark~itratlan. The written natlce must include a precise statement aF the disputed question. The DUT and the RECIPIEttitT agree to be bound by the decision of the appointed art~it~tor: neither party may seek any remedy with the state or federal courts absent exhaustion of the provlsians of this section for arbitration. 36. The RECI PItw1VT shall maintain, or cause to be maintained far the intended pu>}tic use, the improverttent far ttvertty {2{i) years from that carnptedon date in a manner acxaepta~te to the dQT_ Failure to canaply with this provision may be considera~i a default of this ag!n~nt. 33.Thsr RECIPIENT shah cornpty with ail prr~visions of the squat employment opi~un~Y re~uiren~nts prohibiting d"~crtrrkinattc~rt ar~i requ~ing affirmaYtVe action to assure equal employment opportunity as required by the It~C .216 {2t3Q3j~. No person shaft, on the grounds of age, race, creed, sex, cx~lor, national origin, reltgiart, or disability, be ~exduded from part~ipation in, be denied the t~enefits af, or be otherwise subjQCted to discrimtrrdtian under any program or activity for which the RECIPIENT receives state funds from the D{7T, 38.The RECIPIENT shall Conduct the project developrrtent art implementation in cxrmpliance with applicable haws, ordinances srxj administrative rules. For portions of the project let. to bid, the RECIPIENT shall advertise far bidders, make a good faith effort to -get at least three bidders and hold a put~~ lettir~ for the prroject snrork. Prior to awarding fire ~rrtract> the RECIPIENT shalt provide the OC1T trte cotes of proj~ lEttir~ documsrrts wlthtn Elva {5} working days after the fitting. The RECIPIENT must wait far t~GT cxcurrence before making the final sward. Additionally, far pro{acts wh+~ra 1=ederai High~nrsy funds or Fr:deral Horn highway fur~fs are used to match the project, the RECIPIENT shall also follow ell administrative and runtra~ttng procedures, which would normally be used when such funds are used. The RECIPIENT shad comply with ati. requirements for use of said funds as outlined In t achibit C. 36.1E the RECIPIENT lets the project locally then it must t~ rornpleted exempt from tax as provided try taws t,,,ode ~ecticrns 42.42{16j, 422.4:2(17}, anti 422.47(5). The RECIPIENT shalt caretpty with these rer~uirements. 4t}.'i'hrs agreement as set Earth In itertts 1 through 4f? herein, irtciuding r+eferenc~l exhibits, constitutes the errttre agreerrrent between the t3t)T and the RECIPIEtVT cancernir~ this proj~t. Representations made t~efc~ra sigrang of this agreeent are not binding, and neither party has ret~sd upon confuting representatl+arrs lrr +antering into this agreement. Any change or afteratian ~ the terms ctf this agreement must tie made in 9 022807finalbal tha fic~rm ufi an addc~d~m tv this agreerr~nt. Sid sdde~cium snail icne affective; c~niy tzpc~rt v~rriixen ap~€xvai of .the i~tJT and tha REGiFiENT. 1 f! 022807finalbal ir~t WiTNE=SS WNEREt~i`, each Agreement Number 06-f~SB~1fl3 belcsw. F~EPi~t+~ t': City of [7N.abuc~~e of the parties heret~t has executecE this as of the date shown opptuite its si~natur$ By Date _, ~fl_ Ttle 1, can~fy that I ~am and that , who signed said Agreement for and on l~etraif of was dui authorized to executes the same by virtete of a formal Resolution duly passed and adopted by on the day cif , ~0_. Signed: Q2~te: . 2U~ Address, li'1WA ~#Ei~AR1'i4t~N'C CAP TRANSPC}f~TATi~#N Planning and Programming Division Sflfl Lincoln Way, Ames, Ipwa 50fl1fl >~y: ua~e. . z~_ Stuart F". Anc~rs~n alc~r C?ffic~ of systems Planning ~~ 022807finalbal F~I~lT A ~l~ible Proj~*ct ~o~ts fir Usage of ~atrrtark i~unds Project activities or cxasts eligible for Earmark funding include: o Land acquisition, ir~luding appraisal ant negotiation. Land may be a~uired by tease. easement or fee title. ~ Construction of the project. Design engr-eering and tx~nstructc~n inspn directly asscciataEl v~rith the ptt~ect, 12 022807finalbal EJCHIBIT lneil~ible ProJ~t Costs for Usage of Earmark Funds Project activities or tests not eligii7fe for Earmark funding indude; o Any and aii costs incurred prior to the execution of an agreement and written rer~ipt of federal conr,.urrence in environmentai ciearence for a project. o Ftoutlr~: mainter~nce of the project. o t7vefiead and operating Costs such as auditir~, Legal Intl administrative costs - assoaatgd vmh the prtajec#. c Extaen associated with the preparation ar~d submission of a project application. o tJtiiity costs not necessitated by the project. o p'ur~clrase ref office furnish~gs or equipment, oonsd~rctior~ equipment or personas property. 13 022807finalbal Exhibit C Standard Fl°~vlslal~s for use of Federal-A~ Since this project is to be financed in part with !Deal and Faders! funds, the Recipient shall take the necessary actions ~ cornpty with applicabte Stale and Federal laws and regulations. In all programs and activities of Federal-aid recipits, suit reapientsand contractors, no person in the United States shall be excluded tram paart~petian ln, be denied the benefits ~, or be otherwise sutajected to discrimination on the grounds of race, color, national origin, sex, age, or handicap/'disahi[ity. While ncs specific conunitment ar numeric goal has bean estabtished for this praject, the Recipient is encouraged in accordance with Trtie 49, Code of Fecierat Regulations » Part ~6 (49 CE<R 2t3}, to make a good faith efi`ort to ec~sure that disadvantaged business enterprises have the maximum opportunity to compete for and perform contracts. 2. The Recipient must receive notice of FHWA authorization from the DOT before beginning any work far which federal-~airi reimbursement will be requested. The cost of waiic, ntx~rring prior m securing FHYVA authorization, wilt not tae rait~autsed with federal-airs funds. The Rec~aiertt must contact she DC}T t+ca ~n the protir~ r~ry to secure FHWA authoron. 3. The Reapient shalt eke !tie appropriate ect3crns and prepare the necessary documents to futfi~ the FH1fUA requirements for project environn~iental studies including histaricaUcuttural reviews and atioNdesign approvat, The Recipient shat! cornpiete any mitigat~n agreed upon to the FHWA approval documeiu. If f;~m#land is to i~ acquired, whettrer for use as project right of xray or permanent easements the Recipient shad submit the U.S. %7epartment of Agriccrtture Farmtand Conversion Irrtpact Rating form, when required, to the U..S. Natural Res+aurces Canservatian Service (MRCS). 4. The Recipient shall certify to the DQT's contact person that ail known required environrr~ntat permits have been received and that all environmental regulations have been complied with before funds ere reimbursed ar credited. S. The Recipient shall obtain agreements, as needed, from railroad and utitity companies and shalt obtain project perrr~its and appravats, when necessary, frarn the Iowa Depiartmen# of Cultural Affairs {State ilistarical Sor~ety of tows; Stara Histarlc'Presetvatlon ~C?~icer~, taws i~partrrrent of Natural Resources, U.S. Coast Guard, U.S. Army Corps of Er~ineers ar~d die i~~3T, arc. f4 022807finalbal fiscal year in which the Federal-eid Project Agreement is executed, the Recipient wiq repay to the DOT an amount equal to the amqunt of Federal funds r»ade available fcr such engineering. f 5. The Recipient shall forward aFederal-aid Project Development Certification and final PS$E to the DoT. Following FHWA's authorization, tt~ DOT will advertise the protect for letting and famish the Recipient with a sarnpla letting package. As a txsnditian for the DOT to let the project, the Recipient agrees that the Recipient has the financial resources tQ proceed with the project if bids submitted are t 1 Qua ofi the project cost estirrtate car less. if the Recipient is a city, the Recipient shall Damply with the public hearing requirements of the Iowa t",,ode section 3~4.1t?2. ~. Procurement procedures shr`rtl be as follows ~, same other method is considered to be cast effective (such as the use aF Recipient local forces}. is proposed by the Recipient, and is approved by the ~~!DtJT. A, Procurement by small purchase praic~duras. Small purchase proc~durss ar+s those relatively slmpt+a ~d infonr-at procurement methods f©r securing servic+as, supplies, or at~r property th:st dtr not m (in aggregate} than $25,t}OD Far cites and $50,tH10 for counties. If small purchase procedures are used, l or rate quotations will be obtained from an adequate number af+qualified srwri:es. 8. Procurement by s~tled bids (Forrrrat achrertising). Bids are publicly lictted an~E a firm iced-price (lures surer or unit pace) ~S av+rarded to the r+sspanSlbis bidder whose b~, Carr~arrraing with ail the material tarrrrs and canditiorts of t#te invit~,tiani far bids. is the loan~si to price. C. Pracuremetrt by cop~ltlve propcrsats. The technique of corrrpetitve proposals is ni3nly t~'rdu+cteci with n~re than ors source subrrrliting an offer, atrt! ether a fined-price or cost reimbursement type carttract is irdsd, It is gen+arally used when cr~nd.fions are not appropriate far the ass of seated bids. Q. Pracur+~rtent try ran-c~c~rrr~ proposals Is procurement through solicitation cif a ~l From only one soures-, or aft' soiir~tatian of a nurribet tEf sources, competition is deterr~rined Inadequate. i'racurement by ran-+cc~mpetl~ve prcrp~als rr-ay be used car Derr the award of a carrtract is infeasible under small purct~ass procederes, sea~ci bids, ar competitive pr~osats arxi one crf d~re circurr~starxces Hated In Title 49 Code of Fer~ra! RegEations =Part t8.3t3 Procurement. The Recipient shell nc~ify the fi3GYT` at the procun=r~rent rr-ethad It intends to use. ff pracur+ement method "t," or "D"above is selected, Riscipierft 16 022807finalbal - _ _ _. shall include justif(rtion fete its se(ecdorr and ofatain approval frorrr tt CtCJT. 17, Far a>ntracts let to sealed bid, the l~:tting shall be eorui~rcted by the df~T"s t~res of C~artcts unless s~ec~tiealty requested arui apprawed ati~erwlse by ffte parties heretz~. 18. If pcsrtigns of the project ars last to sealed bid by the Recipient, the Recipient shall advertise for bidders. ten vwrsrking days before tars Petting. males a goad faith effort to get at [ea:st three (3} bidders, hold a pubtic letting seed award conttscts for the project work. DOT concurrence in the award rrrust be obtained prior #a the award. The Recipient shall provide the D43T file copies of project letting documents within frvs (5) days after the letting. If the Recipient is not a political subdiYision of the State of laws, the Recipient shall comply with the applicable laws, administrative rules anal procedures for public purchasing and contracting as appticable tt~ political sub'dlvisians of the State of lawn, 19. When Ist by the DOT, the ©C1T will preps re an laws DOT Staff Ac~iarr for concurrence to award the cantr~rct, The bp7 will rr~ail three (3j originals of the unexecutad con#ract{sy to the Recipient. 20. The Recipient shall take action to award the cantcac~ or rejec# all bks. Following award of the contract and signature by Icr~-es# responsive bidder, the Recipient shall fcsrArarri to the DOT two {Z} caopies of the fully execd carrtract, taro {Z~ c~rpies of the pertornrrance bored and tvuo ~~) copies of t~'te cettifcate of insurance. 2#. If Feclerat-aid is requested for ford act~ant ttstructi~arr, tf~ R.edipient w~l follow the procedure ouftirted by the DQT. 22. The Recipient slrail ass~rre t~mpl(ance witt~:ctizrr~ !65 of Serrface Trans~rtation Assistance Act ~ '1982, 4911.S.C. `16tT1, section X33 of the Surfacs'Trarrsp~artatiar~ and llniforrr~ Rekrcat(csn Assas2ance,Act of 19$7, and Tide 49 Cade of Federal l~eg~,~latierrs -Parr S&0 and t1 regarrtirrg "Duy Arnerica" pravisans tm the procurement cif fo~eigtrr prrxfucis and mataerials, 23. The Recipient shad assure that all corrtr~rcts entered in furthsranc~e of this Prc~s+a shad con#ain the fc~Dlowing provis~t>7s: a. Contain notice of awarding agency requirements and regu(atior~s pertaining to reputing. b. Cortitain a provision allowing access by the fltr?'I'r the Federal Hiyhvway .AdministratiQrt* ttre ~trmptrotler General of the united States, or any of their duty authorized representat(ves ttr any °#7 022807finalbal records of the contractor which are directly pertinent to that specific contract far the purpose of making audit, examination, excerpts and transcriptions. c. Gontain a provision requiring retention of all required records for three years after the contracting agency makes 8nai payments .and all other pending matters are closed, d. Contain mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Gonservatjon Act Pub. L. 94-~63, 89 Stat.871}. e. Ali carytracts for construction ar repair shall require compliance with the Copeland "Anti-Kickback" Act (18 U.S.G. 874} as supplement~»d in Qepartmsnt of Labor regulations {29 Ct=R pact 3j. f. If the i~raject is within a Federal-aid trighway right of way and is 'rn excess rrf ~~,Ot~}, the Contract shall require corr~pliance with the L7avis-r~a+con Act (4t! U.S.C. 276a to ~'7Sa-7j as supplemented by i~partrrnt of Labor relatit~s {2 CI=R part 5}. g, Construction txmFtrects in excess pf S~,QtlO and other contracts in excess of ~;51If! which ~nvoive the errmployrnent of rned~anics or borers, sheN require compliance ~ Sections 1t33 and 1€i? of the Contract 1fVork Hours ar~d Safety Standards Act (dtI U.S.C. 327- 33Q) as supplemented by Depai"tlnent of Labor Rsg~lations (~ t/I~R part 5~. h. if the pct is for more that X10,, it shah provide i terminat%on far cause arxf for conveni~xace by the oontr~ng age, intduding the manner by whiff it will be efifecte+d ar~d the basis ~r set~emertt. i. Construc~on contracts in excess of S1t},t}Ofl shall require compliance with Executiva~ (?rder 11 X46 of September 2d, 1 ~, enticed "~quai Employrr~nt Qpportunity" as ar€tendec by i~tive order 11375 of Clctober 13.,1967, and as supplemented in Department of Labor regulations t41 CI=R chapter svj. j. If the contract is far more than 5100,OOQ, it shall contain administrative, contractual or legal remedies in instancres wh+~re contractors violate or breach contrail terms, and pmvide for such sanctions and penalti~:s as may be appropriate. It also requires compliance with all applicable standards, orders, or raquirements issued under section 306 of the Clean Air Act (42 1~ 022807finalbal IJ.S.C. 18~57(h}), section 5{)8 t~f the Clean Vltater Act j33 ll,S..C. 138), Executive Order 11738, and Environmental Prc~tectlon Agency regulations {40 Ci=R part 1 ~). 24. The IJt~T will prepare the Federal-aid Project Agreement and submit it for I+HWA approval ancf obligation of Federal-~€ict funds. 25. if the project right crf way is federally Curxled: anct if the actuat cr~nstrrrc~kior~ is not undertak~- by the close of the tw~antieth fiscal year fattowtng itte fiscat veer in which the it=ecteral-e~ project a~ga~een~rat is executed, Recip~nt wilt repay the Burn or sums of Federal: funds in the right of way to the 13C7T. 26. !f this agreement is to fund th+s Historical Pteservation of a structure, the Recipient shall preserve the architectural, historical and cultural integrity of the structure by maintaining and repairing the property in campllance with ""#"he Secretary of ttte lnteriar"s standards for Rehabilitating Historfcal B~aildlt~s". N~ alterrtions still be made tct the existing structure without first olxtainr~ the written ~rasent of the Stat+~ Hi~rical Sr~ciety of lows (piste Historic Preserw~tian t)ificer). 27, !f the Recipient, within next twenty (2©}years after project ct~mpletlcrn, decides to sell the structure t~- a private party, or it is nc under pr'nrata ownership, the Recipient shall; A. Execute a recordable documen# far preserving the histori~l and architectural integrity for twenty (20) years from the date of receipt of public furuls or B. Repay the State of !Dora alt the funds received by the Recipient. 213. !f the R~pient ems to levy speal assessrnenlds as a means of raisie~g the lack sure of the totat prr~ject costs, the Recipient steal! reimburse the I~QT in the amount ihet peyrnents crf Fec~rat-aid :end caifectltx~ of steal asssssmenis, excluding in#erast and penalties, treed the to#al cost of the public improvement as eblist~ed by the prov~ns of lows Cade Chapter 384. The Recipient agrees that at such itme as i#s cat~ctior~ exclusive of interest and penalties which shall be retalneci by the Recipient) from special assessments levied for this project exceed the i~acal share ref the iota! project casts, the Recipient shall refund to the DtJT ail funds collected in excess of ~e total project casts {inducting interest anct penalties associated with the amaurrt ~ excess) within sixty j6tf) days of its: receipt of ar~y sp~ciai assessr# payersts. 1'he Reci~errt shat! ratify the DOT when any lands specially asseed na longer gr~lify far an agricultc,~al deferrneni of the special as~ssr~nen~ and tm~8fy the QC)T when all special assessr~nts f~vr; teen satlstled. The I~UT shall credit reimbursement billings to the FHMA in the amount of refurtsis received from the Recipient. 1~ 022807finalbal ESCROW AGREEMENT BY AND .AMONG THE CITY OF DUBUQUE, IOWA, DUBUQUE COUNTY HISTORICAL SOCIETY AND This Escrow Agreement (the Agreement) is made and entered into as of the day of , 2006, by and among the City of Dubuque (City), Dubuque County Historical Society (Society) and (Escrow Agent). PRELIMINARY STATEMENTS City and Society have entered into a Subgrantee Agreement whereby City has agreed to contribute certain monies towards completion of a Project described therein. In accordance with the Subgrantee Agreement, Society and City desire certain proceeds to be delivered by Society into escrow, to be disbursed by Escrow Agent to City in accordance with the terms and conditions set forth in this Agreement. Such escrow proceeds shall be used by City solely to pay the costs of the Project described in the Subgrantee Agreement. In consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereby agree as follows: SECTION 1. DEPOSIT OF ESCROW PROCEEDS INTO ESCROW. Upon request, Society shall deposit funds from time to time (the Escrow Proceeds) with the Escrow Agent, which Escrow Proceeds shall satisfy the escrow requirements set forth in the Subgrantee Agreement. The Escrow Proceeds shall be delivered to Escrow Agent in immediately available funds and held by Escrow Agent as contemplated by the following provisions. The Escrow Proceeds shall be held by Escrow Agent, pending disbursement as contemplated herein, in afederally-insured interest bearing account. The earnings on such account shall be deemed income of Society. SECTION 2. RELEASE OF ESCROW PROCEEDS. (1) Prior to submitting any requests for disbursement to the Escrow Agent, City must first deliver to Escrow Agent and Society written certification that work on the Project that has been completed substantially in accordance with the plans therefore, together with written evidence of the costs associated therewith, including copies of invoices that have been paid. (2) Within 15 business days of City's written request for disbursement to Escrow Agent (with copy to Society) in the form attached hereto as Exhibit A accompanied by (i) the written certification of City or its engineer to Society that such work has been completed substantially in accordance with the plans therefore and (ii) written evidence of the costs associated therewith including invoices and lien waivers therefore, Escrow Agent shall deliver such requested amount to City from the Escrow 030107ba1 Proceeds. City shall deliver written notice to Escrow Agent and Society upon final completion of the Project. Upon receipt of such written notice, Escrow Agent shall be irrevocably instructed to return the balance of the Escrow Proceeds, if any, to Society. (3) Each party hereto shall indemnify Escrow Agent and hold it harmless for, from and against any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or other expenses, fees or charges of any character or nature, including reasonable attorneys' fees and costs, which it may incur or with which it may be threatened by reason of its action as Escrow Agent under this Agreement which are the result of such party's negligence, except for such matters which are the result of Escrow Agent's gross negligence or willful misconduct. SECTION 3. ACCOUNTING RECORDS. Escrow Agent agrees to maintain consistent, detailed and accurate accounting records of the Escrow Proceeds, any withdrawals thereof and any interest earned thereon, and to provide copies of such records to the City or Society from time to time upon either's written request, but not more than once every 30 days. SECTION 4. SUCCESSORS AND ASSIGNS. All of the provisions herein contained shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, to the same extent as if each such successor and assign were in each case named as a party to this Agreement. SECTION 5. ESCROW AGENT. The contact information for the Escrow Agent is as follows: ESCROW AGENT: By: Printed Name: Its: SECTION 6. TERMINATION. This Agreement may be terminated and the Escrow Proceeds distributed in accordance with a written instruction to the Security Agent signed by both City and Society. SECTION 7. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same agreement. CITY OF DUBUQUE, IOWA DUBUQ COUN HISTORICAL SOC By 022807finalbal Michael C. Van Milligen City Manager Date ESCROW AGENT: sy Date Jerry Enzler Executive Director Date l 022807finalbal EXHIBIT A REQUEST FOR DEPOSIT OF FUNDS IN ESCROW ACCOUNT To: Dubuque County Historical Society From: City of Dubuque, Iowa Re: National Scenic Byways Program (Project No. EDP-2100(638)--7Y-31) (the Project) The undersigned authorized representative of City hereby requests that, pursuant to the Escrow Agreement dated , 2006, Dubuque County Historical Society deposit funds as set forth below in the escrow account for the work for the Project. ITEM AMOUNT REQUESTED CITY OF DUBUQUE, IOWA By: Name: Title: TOTAL: ~. Date: 2006 022807finalbal 4 EXHIBIT B REQUEST FOR DISBURSEMENT To: From: City of Dubuque, Iowa Re: National Scenic Byways Program (Project No. EDP-2100(638)--7Y-31) (the Project) The undersigned authorized representative of City hereby requests that, pursuant to the Escrow Agreement dated , 2006, that Escrow Agent pay to the City the following amounts for work on the Project for the period beginning 2006 and ending , 2006. City has attached substantiation of all of the following hard costs and soft costs (invoices for each line item). ITEM CITY OF DUBUQUE, IOWA By: Name: Title: TOTAL: AMOUNT REQUESTED Date: , 2006 022807finalbal 5 SECURITY ESCROW AGREEMENT BY AND AMONG THE CITY OF DUBUQUE, IOWA, DUBUQUE COUNTY HISTORICAL SOCIETY AND f 1 This Security Escrow Agreement (the Agreement) is made and entered into as of the day of , 2007, by and among the City of Dubuque (City), Dubuque County Historical Society (Society) and (SecxrrilyEsaaw Agent). PRELIMINARY STATEMENTS City and Society have entered into a Subgrantee Agreement whereby City has agreed to cooperate with Society toward completion of a Project described therein. In accordance with the Subgrantee Agreement, Society and City desire certain proceeds to be delivered by Society into escrow as security for Society's obligation to indemnify City pursuant to Section 4 of the Subgrantee Agreement. In consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereby agree as follows: SECTION 1. DEPOSIT OF ESCROW PROCEEDS INTO ESCROW. Upon request of City, Society shall deposit funds from time to time (the Security Escrow Proceeds) with the Security Escrow Agent, which Security Escrow Proceeds shall satisfy the escrow requirements set forth in the Subgrantee Agreement. The Security Escrow Proceeds shall be delivered to the Security Escrow Agent in immediately available funds or in the form of alternative Security meeting the requirements of this Section. "Security" used herein means any publicly traded stock, bond or mutual fund, or a bank fund of publicly traded stock, bonds or mutual funds, the value of which is published in the Wall Street Journal on a regular basis. If Society elects to deposit a Security, the value of the Security on the date of deposit shall be equal to 110% of the otherwise required cash deposit. If the value of the Security subsequently falls below the required 110% amount, Society shall deposit additional Security or cash or cash equivalent within ten (10) days after it receives a financial report from the Security Escrow Agent showing the decrease in value of the Security on deposit. The Security Escrow Agent shall notify City of the deposit of Security and the value on the date of deposit, and also shall notify City of the current value of the Security on at least a monthly basis thereafter. Society may substitute the Security from time to time at its election for another Security. If cash is deposited the Security Escrow Agent shall invest in a federally insured interest bearing account with a commercial bank or savings and loan institution. All interest and dividends earned on the Security Escrow Proceeds shall be paid to Society when received. The Security Escrow may, at the 030107finalbal discretion of Society, be comprised of separate accounts at different institutions provided that the cumulative amount in the accounts equals the cumulative amount reimbursed by IDOT or such other amount as City and Society may agree. SECTION 2. RELEASE OF ESCROW PROCEEDS. (1) Prior to submitting any requests for disbursement to the Security Escrow Agent, City must first deliver to Security Escrow Agent and Society written certification that it is entitled to the disbursement pursuant to Section 4 of the Subgrantee Agreement, together with written evidence in support thereof. (2) Society shall have 15 business days after City's written request for disbursement to Security Escrow Agent (with copy to Society) to provide the Security Escrow Agent with a written objection to City's request for disbursement. In the event of such an objection, City and Society agree to submit to binding arbitration on the issue of City's entitlement to the disbursement. If Society makes no written objection within 15 business days after City's written request for disbursement, or upon receipt of an arbitration decision in favor of City, Security Escrow Agent shall disburse to City the funds requested. (3) Each party hereto shall indemnify Security Escrow Agent and hold it harmless for, from and against any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or other expenses, fees or charges of any character or nature, including reasonable attorneys' fees and costs, which it may incur or with which it may be threatened by reason of its action as Security Escrow Agent under this Agreement which are the result of such party's negligence, except for such matters which are the result of Security Escrow Agent's gross negligence or willful misconduct. SECTION 3. ACCOUNTING RECORDS. Security Escrow Agent agrees to maintain consistent, detailed and accurate accounting records of the Security Escrow Proceeds, any withdrawals thereof and any interest earned thereon, and to provide copies of such records to the City or Society from time to time upon either's written request, but not more than once every 30 days. SECTION 4. SUCCESSORS AND ASSIGNS. All of the provisions herein contained shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, to the same extent as if each such successor and assign were in each case named as a party to this Agreement. .SECTION 5. MULTIPLE ESCROW ACCOUNTS AND AGENTS. Society may, at its discretion, maintain multiple escrow accounts at different financial institutions, provided that the cumulative amount in the accounts equals the cumulative amount reimbursed by IDOT, or whatever other amount on which City and Society may agree. SECTION 6. ESCROW AGENT. The contact information for the Security Escrow Agent is as follows: 030107finalbal ESCROW AGENT: By: Printed Name: Its: SECTION 7. TERMINATION. This Agreement may be terminated and the Security Escrow Proceeds distributed in accordance with a written instruction to the Escoow Security Agent signed by both City and Society. SECTION 8. COUNTERPARTS. This Security Escrow Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same agreement. CITY OF DUBUQUE, IOWA DUBUQ~OUNTY HISTORICAL SOCI ~-~ o~ By By ~~ Michael C. Van Milligen Jerry Enzle City Manager Executiv it or Date Date ESCROW AGENT: By _ Date 030107finalbal EXHIBIT A REQUEST FOR DEPOSIT OF FUNDS IN ESCROW ACCOUNT To: Dubuque County Historical Society From: City of Dubuque, Iowa Re: National Scenic Byways Program (Project No. EDP-2100(638)--7Y-31) (the Project) The undersigned authorized representative of City hereby requests that, pursuant to the Escrow Agreement dated , 2006, Dubuque County Historical Society deposit funds as set forth below in the escrow account for the work for the Project. ITEM TOTAL: CITY OF DUBUQUE, IOWA By: Name: Title: 030107finalbal AMOUNT REQUESTED Date: .2006 EXHIBIT B REQUEST FOR DISBURSEMENT To: From: City of Dubuque, Iowa Re: National Scenic Byways Program (Project No. EDP-2100(638)--7Y-31) (the Project) The undersigned authorized representative of City hereby requests that, pursuant to the Escrow Agreement dated , 2006, that Escrow Agent pay to the City the following amounts for work on the Project for the period beginning , 2006 and ending , 2006. City has attached substantiation of all of the following hard costs and soft costs (invoices for each line item). ITEM TOTAL: CITY OF DUBUQUE, IOWA By: Name: Title: 030107finalbal AMOUNT REQUESTED Date: , 2006