HomeMy WebLinkAbout2016-07-18-J01U CAT Grant Agreement AGENDA ITEM:
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: July 18, 2016
AGENDA ITEM: Consideration of approval of a resolution approving the Community
Attraction and Tourism (CAT) Grant Agreement for the Raccoon River
Valley Trailhead Project
FORMAT: Consent Agenda
SYNOPSIS INCLUDING PRO & CON: The Project Grant Agreement is the acceptance of
$147,650.00 from the Community Attraction and Tourism (CAT)
Program. The terms include that the project will be completed by June
30, 2018. This grant is the final dollars needed to complete the
fundraising for the Raccoon River Valley Trailhead Art project.
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS:
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT: The City Attorney has reviewed the agreement and
finds it to be satisfactory.
RECOMMENDATION: Approve
ATTACHMENTS: I. Community Attraction and Tourism (CAT) Grant Agreement
PREPARED BY: Matt Jermier
REVIEWED BY:
PUBLIC NOTICE INFORMATION –
NAME OF PUBLICATION:
DATE OF PUBLICATION:
THE CITY OF WAUKEE, IOWA
RESOLUTION 16-
APPROVING COMMUNITY ATTRACTION AND TOURISM (CAT) GRANT
AGREEMENT BETWEEN THE VISION IOWA BOARD AND THE CITY OF
WAUKEE [WAUKEE RAILROAD PERGOLA]
IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA
WHEREAS, the City of Waukee, Dallas County, State of Iowa, is a duly organized Municipal
Organization; AND,
WHEREAS, on December 21, 2015, the Waukee City Council authorized the submittal of a
grant application to the Iowa Economic Development Authority (IEDA) Community Attraction
and Tourism (CAT) grant program to request funding for the Raccoon River Valley Trailhead
Public Art Project, also known as Waukee Railroad Pergola (Resolution #15-426); AND,
WHEREAS, the project has successfully been granted a CAT award of $147,650; AND,
WHEREAS, a Community Attraction and Tourism (CAT) Grant Agreement between the Vision
Iowa Board and the City of Waukee must be approved and executed in order to receive the CAT
grant funds.
NOW THEREFORE BE IT RESOLVED by the City of Waukee City Council in session this
18th day of July, 2016, that it hereby authorizes the execution and delivery by the City of the
Community Attraction and Tourism (CAT) Grant Agreement and such other documents as the
Vision Iowa Board or the Vision Iowa Board’s legal counsel may reasonably request.
BE IT FURTHER RESOLVED that Mayor William F. Peard is hereby authorized to execute
the Agreement and such other documents that are necessary to bind the City.
____________________________
William F. Peard, Mayor
Attest:
___________________________________
Rebecca D. Schuett, City Clerk
ROLL CALL VOTE AYE NAY ABSENT ABSTAIN
Anna Bergman
Brian Harrison
Shelly Hughes
Larry R. Lyon
Rick Peterson
COMMUNITY ATTRACTION AND TOURISM (CAT)
GRANT AGREEMENT
RECIPIENT: City of Waukee
CAT AGREEMENT NUMBER: 16-CAT-022
EFFECTIVE DATE: June 8, 2016
PROJECT NAME: Waukee Railroad Pergola
TOTAL GRANT AMOUNT: $147,650
PROJECT COMPLETION DATE: June 30, 2018
This COMMUNITY ATTRACTION AND TOURISM ("CAT") GRANT AGREEMENT is made by and
between the Vision Iowa Board ("Board" or "Vision Iowa") and the City of Waukee ("Recipient").
WHEREAS, the Community Attraction and Tourism (CAT) Program was established by the Iowa Legislature and
the Governor of Iowa to support community projects that build on Iowa’s unique assets and values and expand the
recreational, cultural, educational, and entertainment opportunities in Iowa.
WHEREAS, Recipient submitted an application to the Vision Iowa Board requesting CAT assistance to help finance
the Project.
WHEREAS, the Vision Iowa Board found the Project meet s the requirements established for participation in the
CAT Program.
WHEREAS, the Board, on June 8, 2016, unanimously voted to award a Grant of $147,650 to Recipient to assist in
funding the Project, subject to the terms and conditions herein.
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and intending to be
legally bound, the Vision Iowa Board and Recipient agree to the following terms:
ARTICLE 1
DEFINITIONS
As used in this Agreement, the following terms shall apply:
1.1 EFFECTIVE DATE "Effective Date" means the date stated above on which the terms of this
Agreement become in force and effect.
1.2 GRANT “Grant" means an award of assistance for which repayment of funds is not required upon
fulfillment of the conditions of the award.
1.3 GRANT AGREEMENT or AGREEMENT "Grant Agreement" or "Agreement" means this
document, the Project budget and all of the notes, leases, assignments, mortgages, and similar documents referred
to in this document and all other instruments or documents executed by the Recipient or otherwise required in
connection with this grant.
1.4 PROJECT "Project" means the detailed description of the work, services, and other obligations to be
performed or accomplished by the Recipient as described in this Agreement, Program Description and Budget
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(Exhibit C), and the CAT Application as approved by the Board (Exhibit A).
1.5 PROJECT COMPLETION DATE "Project Completion Date" means June 30, 2018, which is the
date by which the Project tasks are fully constructed and operational.
ARTICLE 2
GRANT AGREEMENT DURATION
2.1 GRANT AGREEMENT DURATION This Agreement shall be in effect on the Effective Date and
shall remain in effect until after completion of each of the following:
(a) Through Project Period Completion Date. Through the Project Period Completion Date and for the
period of time after Project Completion Date during which the Iowa Economic Development Authority (IEDA)
will conduct Project closeout procedures to verify that the Project was completed in compliance with the
Agreement.
(b) Repayment or Payment Obligation. Until all outstanding amounts due to the Vision Iowa Board, if
any, are received by the IEDA or all outstanding obligations to the Vision Iowa Board are satisfied in full.
(c) Agreement End Date. Until IEDA has completed Agreement closeout procedures and provided
Recipient with written Notice of Final Agreement Closeout. This Agreement shall terminate as of the date of the
Notice of Final Closeout, which date shall be the Agreement End Date.
2.2 SURVIVAL OF OBLIGATIONS Section 2.1 shall not abrogate or otherwise affect the obligations,
terms, and conditions that survive beyond the Agreement End Date, including but not limited to the following
sections of this Agreement: Section 5.4 (Accounting Records), Section 5.5 (Documentation), and Section 5.8
(Conveyance of Project Property).
ARTICLE 3
IDENTITIES OF THE PARTIES
3.1 VISION IOWA BOARD The Vision Iowa Board is a public instrumentality of the State of Iowa that
was legislatively created to organize, establish, oversee, and approve the administration of the Vision Iowa Program
and the Community Attraction and Tourism Program. Iowa Code Chapter 15F authorizes the Board and its
programs. The Board’s address is 200 East Grand Avenue, Des Moines, IA 50309. The Vision Iowa program is
administered by IEDA. IEDA’s address is 200 East Grand Avenue, Des Moines, IA 50309.
3.2 RECIPIENT The City of Waukee is an Iowa municipality located at 805 University Avenue, Waukee,
Iowa 50263.
ARTICLE 4
FUNDING
4.1 FUNDING SOURCE The source of funding for the award is funds legally available to the Board in
the Community Attraction and Tourism Fund established pursuant to Iowa Code Section 15F.204 (2001). The
funds of the State of Iowa, other than those of the CAT Fund, are not obligated or available to meet any obligations
of the Board created by this Agreement, and this Agreement shall not constitute an obligation or debt of the Board
or the State except to the extent expressly described herein from funds on hand that are legally available for such
purposes.
4.2 RECEIPT OF FUNDS All payments under this Agreement are subject to possession by the Board of
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sufficient funds for the CAT Program. Any termination, reduction, or delay of CAT funds to the Board may, in the
Board’s sole discretion, result in the termination, reduction, or delay of CAT funds to the Recipient and/or
termination of this Agreement.
ARTICLE 5
TERMS OF GRANT
5.1 GRANT The Board shall make a Grant up to the amount first stated herein to the Recipient to assist in
financing the Project, all subject to Iowa Code Chapter 15F, the Board’s administrative rules (261 Iowa
Administrative Code Chapter 211), and the terms and conditions of this Agreement. A copy of Recipient's CAT
Application describing the Project is an integral part of this Agreement and marked as Exhibit A.
5.2 MAXIMUM PAYMENTS It is expressly understood and agreed that the maximum amount to be paid
to the Recipient for Project activities shall conform to the budget as presented in the Program Description and
Budget (Exhibit C). It is further understood and agreed that the total of all payments to the Recipient for Project
activities shall not exceed the Grant funds unless the amount is modified by written amendment of this Agreement.
5.3 USE OF FUNDS The Recipient hereby agrees to construct and operate the Project as described in its
CAT Application (Exhibit A) and the Project Description and Budget (Exhibit C). Recipient shall maintain the
Project in accordance with the representations in Exhibits A and C during the term of this Agreement . The Recipient
shall allow the Board, its internal or external auditors, the IEDA, the Auditor of the State of Iowa, the Treasurer of
the State of Iowa, the Attorney General of the State of Iowa , and the Iowa Division of Criminal Investigations to
inspect the Project facilities at all reasonable times in order to monitor and evaluate performance with Iowa law and
the terms of this Agreement.
5.4 ACCOUNTING RECORDS The Recipient shall maintain its books, records, and all other evidence
pertaining to this Agreement in accordance with generally accepted accounting principles and such other procedures
specified by the Board. These records shall be available to the Board, its internal or external auditors, the IEDA,
the Auditor of the State of Iowa, the Treasurer of the State of Iowa, the Attorney General of the State of Iowa, and
the Iowa Division of Criminal Investigations at all times during the duration of the Agreement and any extension
thereof, and for three (3) years after the Agreement End Date.
5.5 DOCUMENTATION Within ten (10) days of receipt of a written request from the Board, the Recipient
shall deliver to IEDA,
(i) Copies of all agreements or documents relating to the Project;
(ii) Copies of all invoices, receipts, statements, or vouchers relating to the Project;
(iii) A list of all unpaid bills for labor and materials in connection with the Project; and
(iv) Budgets and revisions showing estimated Project costs and funds required at any given time to
complete and pay for the Project.
The Recipient shall be bound by Section 5.5 from the Effective Date to the date three (3) years after the Agreement
End Date.
5.6 COST VARIATION In the event that the actual total Project Cost is less than the amount specified in
Exhibit C of the Agreement, the Grant funds shall be reduced by the same ratio as the actual total Project Cost
divided by the total Project Cost listed in Exhibit C. Any reimbursed excess above the reduced Grant funds amount
shall be returned to IEDA.
Example:
If the total amount spent to complete the project is less than the total Project Cost specified in
Exhibit C of the Grant Agreement, the Board or IEDA shall calculate the amount of Grant funds
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to be returned as follows: first, the total amount spent to complete the project is subtracted from
the total Project Cost listed in Exhibit C to determine the change in Project Cost. Second, the
change in Project Cost is divided by the total Project Cost listed in Exhibit C. Third, this
percentage is multiplied by the original Grant award. The product is the amount of the Grant
award that Recipient shall return to IEDA.
Numbers from Exhibit C of the Agreement
The funded project had a total project cost listed in Exhibit C of $1,000,000
The funded project had a total Grant funds listed in Exhibit C of $200,000
Completed project numbers
The project, when completed, had a total cost of $900,000
Calculation of the amount to be returned
1. The actual total Project Cost ($900,000) is subtracted from the total Project Cost listed in Exhibit C
($1,000,000). This amount equals $100,000.
2. $100,000 divided by $1,000,000 equals 10%.
3. 10% multiplied by $200,000 equals $20,000. Recipient shall return $20,000 to IEDA.
5.7 PRIOR COSTS No expenditures made prior to the Effective Date may be included as Project costs for
the purposes of this Agreement.
5.8 CONVEYANCE OF PROJECT PROPERTY From the Effective Date to the date three (3) years
after the Agreement End Date, the Recipient shall not sell, transfer, convey, assign, encumber, or otherwise dispose
of all or any portion of the Project property as described in Exhibit A without the written permission of the Board .
Permission may be withheld in the sole discretion of the Board.
Should the Board grant permission to the Recipient to sell, transfer, convey, assign, encumber, or otherwise
dispose of any Project property, the Recipient shall repay the full amount of the Grant award plus a pro-rata share
of the profits realized by the sale of the Project property. The percentage of profit to be allocated to the Board shall
be commensurate with the financial assistance contributed to the Project by the Board. The Board may waive its
right to reimbursement, in whole or in part, if the Board determines, in its sole discretion, that the public interest
would best be served thereby.
ARTICLE 6
CONDITIONS TO REIMBURSEMENT AND DISBURSEMENT OF FUNDS
6.1 CONDITIONS TO REIMBURSEMENT All of the following conditions shall be met before IEDA
disburses Grant funds to Recipient:
(a) AGREEMENT EXECUTED This Grant Agreement shall be properly executed and returned to the
Board within forty-five (45) days of the Board's transmittal of the final Agreement to Recipient.
(b) BINDING FINANCIAL COMMITMENTS Recipient shall obtain, to the satisfaction of the Board,
all other legally binding financial commitments necessary to complete the Project. Failure to secure and submit
documentation of such commitments to IEDA by July 8, 2016 shall be grounds for termination of this Agreement.
(c) SUBMISSION OF RECIPIENT DOCUMENTATION Prior to making any distribution of Grant
funds, Recipient shall have submitted the following documents to IEDA:
(i) A resolution of the City Council authorizing the execution and delivery by the Recipient of
this Agreement and such other documents as the Board or the Board’s legal counsel may
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reasonably request and specifying the officer(s) authorized to execute the Agreement and
such other documents that are necessary to bind the Recipient.
(ii) Evidence acceptable to the Board or the Board’s legal counsel of all other funding sources
that have been committed to this Project.
(iii) Form “W-9, Request for taxpayer identification number and certification.”
6.2 REIMBURSEMENT OF FUNDS The Recipient shall submit a request for reimbursement to IEDA
before IEDA shall disburse any award proceeds. Requests for reimbursement shall be made in a manner acceptable
to IEDA.
Recipient or its designee shall request reimbursement by submitting the request in the form designated by
IEDA. The form shall itemize Recipient's total actual allowable expenses. Expenses shall be documented in a
manner acceptable to IEDA.
IEDA will review the request and, if Recipient has met the requirements for reimbursement, will make the
appropriate disbursement from the CAT Fund.
The reimbursement by the Board will be limited to a pro-rata portion of the Recipient's allowable expenses
for the relevant period.
If the estimated cost of the Project changes by more than five percent (5%), Recipient shall notify the Board
within thirty (30) days of identifying that the Project Cost has changed. Upon notice of change in the estimated
cost of the Project, the Board may exercise its discretion to adjust the reimbursement ratio accordingly.
(a) REIMBURSEMENT RATIO When calculating the reimbursement ratio, IEDA will make an
adjustment for up to twenty-five percent (25%) of the local match amount to be in-kind donations. The
reimbursement ratio is calculated by dividing the Grant funds by the difference between the total Project Cost and
the adjusted in-kind allowance.
Example:
Numbers from Exhibit C of the Agreement
Total Project Cost: $1,144,000
Grant funds: $200,000
Local Match: $944,000
In-kind allowance
Local Match ($944,000) multiplied by 25% equals $236,000
Calculation of the reimbursement ratio
The difference between the total Project Cost ($1,144,000) and the in-kind allowance
($236,000) equals $908,000.
The Grant funds ($200,000) divided by $908,000 equals 22%.
The reimbursement ratio of Grant funds is 22%.
(b) METHOD OF PAYMENT Prior to reimbursement, the Recipient shall specify the account to receive
funds. Grant Funds shall be maintained in a segregated account and shall not be commingled with other funds.
(c) SUSPENSION OF REIMBURSEMENT Upon the occurrence of an Event of Default as defined in
this Agreement by the Recipient, IEDA may suspend payment to the Recipient until the default has been cured to
the Board’s satisfaction. Notwithstanding anything to the contrary in this Agreement, upon a termination of this
Agreement because of an Event of Default by the Recipient, Recipient will no longer have the right to receive any
reimbursements after the date of the Event of Default.
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(d) INVESTMENT OF GRANT FUNDS In the event that the Grant funds are not immediately utilized,
temporarily idle Grant funds held by the Recipient may be invested, provided that such investments shall be in
accordance with Iowa law, including but not limited to the provisions of Iowa Code Chapter 12C concerning the
deposit of public funds. Interest accrued on temporarily idle Grant funds held by the Recipient shall be credited to
and expended on the Project prior to the expenditure of other Grant proceeds.
All proceeds remaining, including accrued interest, after all allowable Project costs have been paid or
obligated shall be returned to IEDA within thirty (30) days after the Project Completion Date. Within ten (10) days
of receipt of a written request from the Board or IEDA, Recipient shall inform the Board in writing of the amount
of unexpended Grant funds in the Recipient's possession or under the Recipient's control, whether in the form of
cash on hand, investments, or otherwise.
ARTICLE 7
REPRESENTATIONS AND WARRANTIES OF RECIPIENT
To induce the Board to make the Grant award referred to in this Agreement, the Recipient represents, covenants,
and warrants that:
7.1 AUTHORITY The Recipient is duly organized and validly existing under the laws of the State and is
in good standing and has complied with all applicable laws of the State of Iowa. The Recipient is duly authorized
and empowered to execute and deliver this Agreement. All action on the part of the Recipient, such as appropriate
resolution of its governing body for the execution and delivery of the Agreement, has been effectively taken.
7.2 FINANCIAL INFORMATION All financial statements and related materials concerning the
Recipient and the Project provided to the Board are true and correct in all material respects and completely and
accurately represent the subject matter thereof as of the effective date of the statements an d related materials, and
no material adverse change has occurred since that date.
7.3 APPLICATION The contents of the CAT Application submitted by the Recipient to the Board for
CAT funding completely and accurately represents the Recipient and the Project as of the date of submission and
there has been no material adverse change in the organization, operation, Recipient prospects, fixed properties, key
personnel, or Project plan since the date the Recipient submitted the CAT Application to the Board.
7.4 CLAIMS AND PROCEEDINGS There are no actions, lawsuits, or proceedings pending or, to the
knowledge of the Recipient, threatened against the Recipient affecting in any manner whatsoever its right to execute
the Agreement or the ability of the Recipient to make the payments required under the Agreement or to otherwise
comply with the obligations of the Recipient contained in the Agreement. There are no actions, lawsuits, or
proceedings at law or in equity, or before any governmental or administrative authority pending or, to the knowledge
of the Recipient, threatened against or affecting the Recipient or the Project.
7.5 EFFECTIVE DATE The covenants, warranties, and representations of this Article are made as of the
date of this Agreement and shall be deemed to be renewed and restated by the Recipient when each and every
advance or request for reimbursement of funds is submitted.
7.6 PROJECT COST Based on all information known or that should be known by the Recipient, the
estimated cost of the Project is $1,084,800. Recipient shall notify the Board within thirty days (30) if the estimated
cost of the Project changes by more than five percent (5%).
ARTICLE 8
COVENANTS OF RECIPIENT
8.1 AFFIRMATIVE COVENANTS Until the terms of this Agreement are fulfilled, the Recipient
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covenants to the Board that:
(a) PROJECT WORK; OPERATION AND MAINTENANCE The Recipient shall complete the Project
by June 30, 2018. For the purposes of this section, “complete” means the Project is fully constructed and operational
at a level acceptable to the Board. For the duration of this Agreement, the Recipient shall operate and maintain the
Project facilities at a level acceptable to the Board.
(b) NOTICE OF PROCEEDINGS The Recipient shall promptly notify the Board of the initiation of any
claims, lawsuits, bankruptcy proceedings, or other proceedings brought against the Recipient that would adversely
impact the Project.
(c) REPORTS The Recipient shall prepare, sign, and submit the requests and reports as specified below in
the form and content specified by the Board. The Recipient shall review all reimbursement requests and verify that
claimed expenditures are allowable costs. The Recipient shall maintain documentation adequate to support the
claimed costs. Upon request of the Board or IEDA, Recipient shall submit:
(i) Annual audited financial statements.
(ii) Certified year-end financial statements or balance sheets.
(iii) Final Performance or Audit Reports.
The Board reserves the right to require more frequent submission of any of the above reports if, in the opinion of
the Board, more frequent submissions would help improve the Recipient’s Project performance.
(d) NOTICE OF MEETINGS The Recipient shall notify the Board at least ten (10) working days in
advance of all meetings of its governing body at which the subject matter of this Agreement or Project is proposed
to be discussed. The Recipient shall provide the Board with copies of the agenda and minutes of such meetings and
expressly agrees that a representative of the Board may attend any and all such meetings for the purposes of the
discussion of this Project.
(e) INDEMNIFICATION The Recipient shall indemnify, defend, and hold harmless the Board; IEDA;
the State of Iowa; and its departments, divisions, agencies, sections, commissions, officers, employees , and agents
from and against all losses, liabilities, penalties, fines, damages, and claims, including but not limited to taxes, and
all related costs and expenses, including but not limited to reasonable attorneys' fees and disbursements and costs
of investigation, litigation, settlement, judgments, interest, and penalties arising from or in connection with any of
the following:
(i) Any claim, demand, action, citation, or legal proceeding arising out of or resulting from the
Project;
(ii) Any claim, demand, action, citation, or legal proceeding arising out of or resulting from a
breach by the Recipient of any representation or warranty made by the Recipient in the
Agreement;
(iii) Any claim, demand, action, citation, or legal proceeding arising out of or related to
occurrences that the Recipient is required to insure against as provided for in this Agreement;
and
(iv) Any claim, demand, action, citation, or legal proceeding that results from an act or omission
of the Recipient or any of its agents in its capacity as an employer of a person.
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(f) RELEASE Recipient shall release, discharge, and relinquish the Board; all Board members; IEDA; the
State of Iowa; and all departments, divisions, agencies, sections, commissions, officers, employers, agents,
contractors, associates, and affiliates of the State of Iowa from any and all liability resulting from or related to the
termination, suspension, reduction, or delay of grant proceeds under this contract, including but not limited to a
termination, suspension, reduction, or delay under the following sections of this Agreement: Section 4.2 (Receipt
of Funds), Section 6.2(c), Section 9.5 (Remedies Upon Default), Section 9.6 (Termination for Convenience), and
Section 9.7 (Procedure Upon Termination).
(g) PROJECT FEES The Recipient shall promptly pay all appraisal, survey, recording, title, license,
permit, and other fees and expenses incurred incident to the Project funded by this Agreement.
(h) INTEREST AND SURPLUS PROCEEDS The Recipient shall return all unexpended Grant funds and
interest accrued on Grant funds to IEDA within thirty (30) days after the Project Completion Date.
8.2 NEGATIVE COVENANTS Throughout the terms of this Agreement, the Recipient shall not, without
prior written disclosure to the Board and prior written consent of the Board:
(a) RECIPIENT'S INTEREST Assign, waive, or transfer any of Recipient's rights, powers, duties, or
obligations under this Agreement.
(b) PROPERTY/COLLATERAL Sell, transfer, convey, assign, encumber, or otherwise dispose of any
of the real property for the Project.
(c) RESTRICTIONS Place or permit any restrictions, covenants, or any similar limitations on the real
property or the Project.
(d) REMOVAL OF PROJECT PROPERTY Remove from the Project site or the State all or any part of
the Project property.
(e) RECIPIENT OWNERSHIP Change the ownership, structure, or control of the Recipient including
but not limited to, entering into any merger or consolidation with any person, firm or corporation or permitting
substantial distribution, liquidation or other disposal of Recipient’s assets directly associated with the Project, if
such change materially affects the Project. Recipient shall notify the Board forty-five (45) days prior to any change
in the Recipient’s ownership, structure, or control. A change in board membership of the Recipient, which takes
place in the normal course of business, does not require Board consent. The Board has sole discretion to determine
whether the change materially affects the Project. The Board shall not unreasonably withhold consent and will
notify Recipient prior to the expiration of the 45-day period if it determines that the change in ownership, structure,
or control does not materially affect the Project and therefore does not require Board consent
(f) RECIPIENT OPERATION Materially change the scope or use of the Project or the nature of the
business and activities being conducted or proposed to be conducted by Recipient as described in the Recipient's
approved CAT Application, (Exhibit A) unless the change is approved in writing by the Board. The Board shall
determine the materiality of the change.
ARTICLE 9
DEFAULT; REMEDIES; AND TERMINATION
9.1 NOTICE OF EVENT(S) OF DEFAULT The Recipient shall promptly notify the Board upon
becoming aware of an actual or imminent Event of Default by Recipient.
9.2 EVENT(S) OF DEFAULT Each of the following shall constitute an Event of Default under this
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Agreement:
(a) MATERIAL MISREPRESENTATION Any representation, warranty or statement made or furnished
to the Board by, or on behalf of, the Recipient in connection with this Agreement or to induce the Board to make a
Grant to the Recipient shall be determined by the Board to be incorrect, fal se, misleading, or erroneous in any
material respect when made or furnished .
(b) NONCOMPLIANCE The Recipient fails to comply with Iowa Code Chapter 15F, the Board’s
administrative rules (located at 261 Iowa Administrative Code chapter 211), or any of the covenants, terms or
conditions contained in this Agreement or documents executed pursuant to this Agreement.
(c) FAILURE TO COMPLETE PROJECT The Project, in the sole judgment of the Board, is not
completed on or before the Project Completion Date. For the purposes of this section, "completed" means the
Project is fully constructed and operational.
(d) FAILURE TO OPERATE AND MAINTAIN The Recipient fails to operate and maintain the Project
facilities for the duration of this Agreement.
(e) RECIPIENT CHANGES There is a material change in the Recipient’s ownership, structure, or control
that occurs without the prior written disclosure to and, if required, written consent of the Board.
(f) MISSPENDING The Recipient expends Loan/Forgivable Loan or Grant funds for purposes not
described in the CAT Application as approved by the Board, Exhibit A, or Exhibit C.
(g) INSOLVENCY OR BANKRUPTCY The Recipient becomes insolvent or bankrupt, or admits in
writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, or the
Recipient applies for or consents to the appointment of a trustee or receiver for the Recipient or for the major part
of its property; or if a trustee or receiver is appointed for the Recipien t or for all or a substantial part of the assets
of the Recipient and the order of such appointment is not discharged, vacated or stayed within sixty (60) days after
such appointment; or if 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 the Recipient and, if instituted against the Recipient, are consented to, or, if contested by the Recipient, such
proceeding is not dismissed by the adverse parties or by an order, decree or judgment within sixty (60) days after
such institution.
(h) INSURANCE Loss, theft, damage, or destruction of any substantial portion of the Project property
occurs for which there is either no insurance coverage or for which, in the opinion of the Board, there is insufficient
insurance coverage.
(i) INSECURITY The Board in good faith deems itself insecure and reasonably believes, after
consideration of all the facts and circumstances then existing, that the prospect of payment and satisfaction of the
obligations under this Agreement or the performance of or observance of the covenants in this Agreement or the
value of its collateral is or will be materially impaired.
(j) CONVEYANCE OF RESPONSIBILITIES The Recipient assigns, waives, or transfers any of
Recipient's rights, powers, duties, or obligations under this Agreement without written permission of the Board.
(k) CONVEYANCE OF PROPERTY The Recipient sells, transfers, conveys, assigns, encumbers, or
otherwise disposes of any real property of the Project without written permission of the Board.
(l) NO DISBURSEMENT OF FUNDS IEDA has not disbursed CAT funds within the twelve (12) months
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immediately following the Effective Date.
9.4 NOTICE OF DEFAULT The Board shall issue a written notice of default providing therein a thirty
(30) day period during which the Recipient shall have an opportunity to cure. Notwithstanding this Section 9.4, if
the Board determines cure is not possible or feasible, the Board may immediately deem the Recipient in default
without prior written notice or opportunity to cure.
9.5 REMEDIES UPON DEFAULT Upon the occurrence of any Event of Default, the Board shall have
the right to terminate this Agreement and to require immediate repayment of the full amount of f unds disbursed to
the Recipient under this Agreement plus interest at the rate of ten percent (10%) per annum without presentment,
demand, protest, notice of protest, notice of intention to accelerate, or other notice of any kind, all of which are
expressly waived by the Recipient.
9.6 TERMINATION FOR CONVENIENCE In addition to termination due to an Event of Default or
nonappropriation of CAT funds, this Agreement may be terminated in whole, or in part, when the Board and the
Recipient agree that the continuation of the Project would not produce beneficial results commensurate with the
future disbursement of funds.
9.7 PROCEDURE UPON TERMINATION If this Agreement is terminated for convenience,
reimbursement shall be allowed for costs expended up to the date of termination determined by the Board to be in
compliance with Iowa Code Chapter 15F, the Board’s administrative rules (261 Iowa Administrative Code Chapter
211), and this Agreement. If this Agreement is terminated for an Event of Default, nonappropriation of funds, or a
reduction of appropriated funds, the Board may, in its sole discretion, allow reimbursement or partial reimbursement
for costs up to the date of termination determined by the Board to be in compliance with Iowa Code Chapter 15F,
the Board’s administrative rules (261 Iowa Administrative Code Chapter 211), and this Agreement. The Recipient
shall return to IEDA all unencumbered Grant funds within one (1) week of receipt of Notice of Termination. Any
costs previously paid by the Board that are subsequently determined to be unallowable through audit procedures
shall be returned to the Board within thirty (30) days of the disallowance.
ARTICLE 10
GENERAL TERMS AND PROVISIONS
10.1 BINDING EFFECT This Agreement shall be binding upon and shall inure to the benefit of the Board
and Recipient and their respective heirs, successors, legal representatives, and assigns. The obligations, covenants,
warranties, acknowledgments, waivers, agreements, terms, provisions, and conditions of this Agreement shall be
jointly and severally enforceable against the parties to this Agreement.
10.2 TIMELY PERFORMANCE The parties agree that the dates and time periods specified in this
Agreement are of the essence to the satisfactory performance of this Agreement.
10.3 VISION IOWA RECOGNITION The Project shall permanently recognize, in a manner acceptable
to IEDA, the financial contribution to the Project made by the State of Iowa through the Community Attraction and
Tourism Program.
10.4 COMPLIANCE WITH LAWS AND REGULATIONS
(a) The Recipient shall comply with all applicable State and federal laws, rules, ordinances, regulations and
orders. The Recipient shall comply with Iowa Code Chapter 15F and the Board’s administrative rules (261 Iowa
Administrative Code Chapter 211).
(b) The Recipient shall comply with all applicable federal, state, and local laws, rules, ordinances,
regulations and orders when performing within the scope of this Agreement, including without limitation, all laws
CAT Agreement Number: 16-CAT-022
City of Waukee
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applicable to the prevention of discrimination in employment, the administrative rules of the Iowa Department of
Management or the Iowa Civil Rights Commission which pertain to equal employment opportunity and affirmative
action, laws relating to prevailing wages, occupational safety and health standards, prevention of discrimination in
employment, payment of taxes, gift laws, lobbying laws, and laws relating to the use of targeted small businesses
as contractors or suppliers.
(c) The Recipient declares that it has complied or will comply, in a timely fashion, with all federal, state,
and local laws regarding permits, licenses, and clearances that may be required to carry out the Project.
(d) As required by Iowa Code Section 15F.106, the Recipient shall provide and pay at least fifty percent
(50%) of the cost of a standard medical insurance plan for all full-time employees working at the Project after the
completion of the Project.
(e) The Board may consider the failure of the Recipient to comply with any law or regulation as a material
breach of this Agreement. In addition, the Recipient may be declared ineligible for future Community Attraction
and Tourism Program assistance or be subjected to other sanctions, as defined by law, for failure to comply with
this section.
10.5 SURVIVAL OF AGREEMENT Each provision of this Agreement shall be deemed 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.
10.6 CHOICE OF LAW AND FORUM The laws of the State of Iowa shall govern and determine all
matters arising out of or in connection with this Agreement without regard to any other principles of conflicts of
law.
In the event any proceeding of a quasi-judicial or judicial nature is commenced in connection with this
Agreement, the proceeding shall be brought in Des Moines, Iowa, in Polk County District Court for the State of
Iowa, if such court has jurisdiction. If however, such court lacks juri sdiction 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 Vision Iowa Board, the State of Iowa or their Board members, officers, employees
or agents.
10.7 NO THIRD-PARTY BENEFICIARIES There are no third-party beneficiaries to this Agreement.
10.8 MODIFICATION Neither this Agreement nor any documents incorporated by reference in
connection with this Agreement may be changed, waived, discharged, or terminated orally, but only as provided
below:
(a) WRITING REQUIRED The Agreement may only be amended through written prior approval of the
Board. Examples of situations where amendments are required include, but are not limited to, extensions for
completion of Project activities and changes to the Project including, but not limited to, alteration of existing
approved activities or inclusion of new activities.
(b) BOARD REVIEW The Board will consider whether an amendment request is so substantial as to
necessitate reevaluating the Board's original funding decision on the Project. The Board will deny an amendment
if it substantially alters the circumstances under which the Project funding was originally approved or if it does not
meet requirements set forth in Iowa Code Chapter 15F or 261 Iowa Administrative Code, Chapter 211.
CAT Agreement Number: 16-CAT-022
City of Waukee
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10.9 NOTICES Whenever this Agreement requires or permits any notice or written request by one party
to another, it shall be in writing, enclosed in an envelope, addressed to the party to be notified at the address
heretofore stated (or at such other address as may have been designated by written notice), properly stamped, sealed
and deposited in the United States Mail. Any such notice given hereunder shall be deemed delivered upon the
earlier of actual receipt or three (3) days after posting. The Board may rely on the addresses of the Recipient as set
forth heretofore.
10.10 WAIVERS No waiver by the Board of any default hereunder shall operate as a waiver of any other
default or of the same default on any future occasion. No delay on the part of the Board in exercising any right or
remedy hereunder shall operate as a waiver thereof. No single or partial exercise of any right or remedy by the
Board shall preclude future exercise thereof or the exercise of any other right or remedy.
10.11 LIMITATION It is agreed by the Recipient that the Board shall not, under any circumstances, be
obligated financially under this Agreement except to disburse funds according to the terms of the Agreement.
10.12 ENFORCEMENT EXPENSES The Recipient shall pay upon demand all reasonable fees and
expenses , including but not limited to the fees and expenses of the Board’s attorneys, including the Iowa Attorney
General, experts and agents, in connection with the exercise or enforcement of any of the Board’s rights under the
Agreement.
10.13 HEADINGS The headings in this Agreement are intended solely for convenience of reference and
shall be given no effect in the construction and interpretation of this Agreement.
10.14 EVENT OF BOARD DISSOLUTION Recipient hereby acknowledges that the Vision Iowa Board
is a public instrumentality of the State of Iowa and that, in the event that the Board is dissolved for any reason, the
State of Iowa is entitled to enforce any right, title, or interest held by the Board and that all Recipient's obligations
hereunder are also owed to the State of Iowa.
10.15 FINAL AUTHORITY The Board shall have the final authority to assess whether the Recipient has
complied with the terms of this Agreement. The Board's decision shall be final and binding on all questions
concerning the interpretation of this Agreement.
10.16 INTEGRATION This Agreement contains the entire understanding between the Recipient and the
Board relating to this Project and any representations that may have been made before or after the signing of this
Agreement, which are not contained herein, are nonbinding, void, and of no effect. None of the Parties has relied
on any such prior representation in entering into this Agreement.
10.17 COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute but the same instrument.
10.18 DOCUMENTS INCORPORATED BY REFERENCE The following documents are hereby
incorporated by reference:
(a) Exhibit A - CAT Application, as approved by the Vision Iowa Board. Due to its size, Exhibit
A will not be attached to this Agreement, but will be kept on file at the IEDA.
(b) Exhibit B - Vision Iowa Board Award Letter.
(c) Exhibit C - Program Description and Budget.
10.19 ORDER OF PRIORITY In the event of a conflict between documents, the following order of
priority shall be applied:
CAT Agreement Number: 16-CAT-022
City of Waukee
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(a) Articles 1-10 of this Grant Agreement.
(b) Exhibit C, Program Description and Budget.
(c) Exhibit B, Board Award Letter.
(d) Exhibit A, CAT Application as approved by the Board.
IN WITNESS WHEREOF in consideration of the mutual covenants set forth above and for other good and
valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby ackn owledged, the parties
have entered into the above Agreement and have caused their duly authorized representatives to execute this
Agreement, effective as of the Effective Date first stated.
FOR THE VISION IOWA BOARD:
BY: ________________________________
Cathy Reece, Chairwoman
FOR RECIPIENT:
BY: _______________________________
William F. Peard, Mayor
CAT Agreement Number: 16-CAT-022
City of Waukee
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LIST OF EXHIBITS
Exhibit A CAT Application, as approved by Board (on file with IEDA)
Exhibit B Vision Iowa Board Award Letter
Exhibit C Program Description and Budget
COMMUNITY ATTRACTION AND TOURISM (CAT)
PROGRAM DESCRIPTION AND BUDGET
EXHIBIT C
Name of Recipient: City of Waukee DATE: June 8, 2016
Agreement Number: 16-CAT-022
AMOUNT BUDGETED
PROJECT DESCRIPTION PERFORMANCE TARGET CAT LOCAL
$147,650 $937,150
Related Matching Resources
TOTAL AMOUNT OF ALL FUNDS BUDGETED:$147,650 $937,150
The Raccoon River Valley Trail project includes a 350 foot
long Railroad Pergola structure, 25 vertical columns, a
permanent shelter structure with plaza space, a solar
panel system to power the LED night lighting, a short trail
extension, and paving of the main parking lot.
CATExhibitC.xls
TOTAL
$1,084,800
$1,084,800
CATExhibitC.xls