HomeMy WebLinkAboutIowa Jobs Board/Iowa Finance Authority-9/7/2010IOWA JOBS PROGRAM
GRANT AWARD AGREEMENT
NON-COMPETITIVE GRANT
OF
$ 5,000,000
TO CITY OF WATERLOO, IOWA
BY THE IOWA JOBS BOARD
TOTAL AMOUNT OF GRANT: $ 5,000,000
RECIPIENT: City of Waterloo, Iowa
AGREEMENT EFFECTIVE DATE:
THIS IOWA JOBS GRANT AWARD AGREEMENT ("Agreement") is made by and
between the Iowa Jobs Board ("Board" or "Iowa Jobs"), the Iowa Finance Authority,
("Authority"), and the City of Waterloo ("Grantee").
WHEREAS, the Iowa Jobs Program was established by the Iowa Legislature and the
Governor of Iowa pursuant to 2009 Iowa Acts Senate File 376 (the "Act") to assist in recovery
from the disasters of 2008 and in economic recovery.
WHEREAS, the Iowa Legislature and the Governor of Iowa pursuant to 2010 Iowa Acts
Senate File 2389 (the "2010 Act") appropriated monies for grants to certain disaster relief and
mitigation renovation and construction projects.
WHEREAS, the Grantee submitted a plan (the "Plan") to the Iowa Jobs board requesting
assistance in financing its project (the "Project").
WHEREAS, the Iowa Jobs Review Committee reviewed the Plan and the Iowa Jobs
Board made a determination to award Grantee a grant pursuant to the Iowa Jobs Program.
WHEREAS, the Board, on July 9, 2010, voted to award a grant (the "Grant") of up to
Five Million Dollars and No Cents (US $5,000,000) to Grantee, subject to the terms and
conditions set forth herein.
NOW THEREFORE, in consideration of the mutual promises contained herein and
intending to be legally bound, the Iowa Jobs Board, the Authority, and the Grantee agree to the
following terms of this Agreement.
1.1
ARTICLE 1
IDENTITY OF THE PARTIES
The Board is a public instrumentality of the State of Iowa that was created by the Act to
organize, establish, oversee and approve the administration of the Iowa Jobs Program.
The Board is located for administrative purposes within the Authority. The address for
both the Board and the Authority is 2015 Grand Avenue, Des Moines, IA 50319.
1.2 The Authority is a public instrumentality and agency of the state of Iowa charged by the
Act with, inter alia, providing the Board with assistance in implementing administrative
functions, negotiating contracts, and providing project follow up.
1.3 The Grantee is an Iowa city. Its address is 625 Glenwood Avenue, Waterloo, Iowa
50703.
1.4 The Project, as approved by the Board, shall consist of the components described in
Exhibit A. All Project components described in Exhibit A shall be developed by and
under the control of the Grantee.
1.5 The Project shall be constructed on the real property legally described in Exhibit B
("Grantee's Real Property").
ARTICLE 2
AGREEMENT AMONG THE PARTIES
The Grantee shall be responsible for ensuring that the Project is financed, constructed and
maintained in accordance with this Agreement. In consideration of the foregoing, the Board,
having reviewed the Application and finding it acceptable, pursuant to the Act awards a grant not
to exceed Five Million Dollars and No Cents (US $5,000,000) to the Grantee, all subject to the
terms and conditions of this Agreement.
ARTICLE 3
AGREEMENT DURATION
This Agreement shall be in effect for a period of twenty (20) years from the Agreement effective
date.
ARTICLE 4
AGREEMENT ELEMENTS
This Agreement shall include as integral parts hereof:
1) Exhibit A — Plan, as submitted to the Board
2) Exhibit B — Legal Description of Grantee's Real Property
3) Exhibit C — Sources of Funds and projected replacement value of Project upon
completion
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4) Exhibit D — Form of Request for Disbursement
5) Exhibit E — Form of Opinion of the Grantee's Legal Counsel
6) Exhibit F — Electronic Payment Instruction Form
7) Exhibit G — Certificate Regarding Expenditures
8) Exhibit H — Preliminary and Final Title Opinions
9) Exhibit I — Survey
In the case of any inconsistency or conflict between the specific provisions of this document and
the exhibits, such inconsistency or conflict shall be resolved as follows: First by giving
preference to the specific provisions of this document; second, by giving preference to the
provisions of the exhibits.
ARTICLE 5
FUNDING
The sole funding source for the Grant shall be funds legally available to the Iowa Jobs Board
pursuant to the 2010 Act. The funds of the State of Iowa, other than those held in the Revenue
Bonds Capitals II Fund, shall under no circumstances be obligated or available to meet any
obligations of the Board or the Authority under this Agreement. This Agreement shall not
constitute an obligation or debt of the Board, the Authority, or the State, except to the extent
expressly described herein from monies appropriated for such purposes pursuant to the 2010 Act.
Any termination, reduction or delay of funds available to the Board or the Authority due, in
whole or in part, to (i) a deappropriation of revenues previously appropriated to the Board by the
legislature, or (ii) any other reason beyond the control of the Board or the Authority, may, in the
Board's discretion, result in the termination, reduction or delay of the disbursement of funds to
the Grantee.
ARTICLE 6
AWARD OF GRANT
In consideration of the Grantee's promise that the Project will be financed, constructed, operated,
and maintained, the Board, subject to the terms and conditions set forth herein, awards the Grant,
not to exceed Five Million Dollars and No Cents (US $5,000,000), to the Grantee to assist in the
construction of the Project. In the event that additional funding, beyond that identified in Exhibit
C, is received by the Grantee for the Project or if the Project's cost of construction is less than set
forth in Exhibit A, the Grant Amount may be adjusted downward at the Board's discretion. If
the cost of construction is greater than set forth in Exhibit A, Grantee shall be responsible for
such additional costs.
ARTICLE 7
CONDITIONS TO GRANT AND DISBURSEMENTS
7.1 CONDITIONS. The following conditions must be met prior to any disbursement:
7.1.1 EXECUTION. This Agreement shall have been properly executed and returned
to the Authority.
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7.1.2 SALE OF BONDS. The sale of bonds contemplated by Iowa Code Section
12.87(1)(a)(3), as amended by 2010 Iowa Acts Senate File 2389, Section 78, shall
have closed, unless this condition is waived by the Authority.
7.1.3 FINANCIAL COMMITMENTS. The Grantee shall obtain, to the satisfaction
of the Authority, all other legally binding financial commitments necessary to
complete the Project, as set forth on Exhibit C.
7.1.4 GRANTEE DOCUMENTATION. Prior to the disbursement of any funds to it
pursuant hereto, the Grantee shall submit the following documents to the
Authority:
7.1.4.1 A resolution of the Grantee's City Council/Board of Supervisors
authorizing the execution and delivery by the Grantee of this Agreement and such
other documents as the Board or the Authority may reasonably require, and
specifying the officers authorized to execute the Agreement and such other
documents that are necessary to bind the Grantee to the terms of this Agreement.
7.1.4.2 A written opinion of the Grantee's legal counsel, in the form attached
hereto as Exhibit E, opining that: (i) this Agreement has been duly authorized,
executed and delivered by the Grantee and constitutes a valid, legal and binding
obligation, enforceable in accordance with its terms, (ii) the Grantee is obligated
to perform in accordance with the Agreement, including performance of all future
conditions and payments, (iii) the Agreement does not violate any constitutional,
statutory, or other limitations placed on the Grantee
7.1.4.3 Current attorney preliminary and final title opinions attached hereto as
Exhibit H, addressed to the Iowa Jobs Board and the Iowa Finance Authority,
examining abstract(s) prepared in accordance with the 40 -year Marketable Title
Act and Iowa Code Sections 614.29-.38 (or other search approved at the
Authority's discretion) verifying that Grantee has good, indefeasible and
merchantable title to and ownership or valid rights under easement or lease of the
Grantee's Real Property free and clear of all known liens, claims, security
interests, and encumbrances except those of record of which the Authority has
been given actual notice in writing and which the Authority has found acceptable.
7.1.4.4 Unless the Authority, in its sole discretion, agrees to waive it, a current
survey attached hereto as Exhibit I that meets the Minimum Standard Detail
Requirements for Land title Surveys as adopted by the American Land Title
Association Congress on Surveying and Mapping dated within six months of this
Agreement and naming the Iowa Jobs Board and the Iowa Finance Authority as
addressees.
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7.1.4.5 A completed and fully executed Certificate Regarding Expenditures, in
the form attached hereto as Exhibit G, as such form may be revised by the
Authority from time to time.
7.1.5 ENVIRONMENTAL ASSESSMENT. Grantee shall cause a Phase 1
Environmental Assessment that meets or exceeds ASTM El 527-05 standards of
the Project site(s) to be performed (unless the Authority agrees in writing that
such an assessment is not necessary) and shall provide a copy of such assessment
to the Authority. If the Project includes the renovation or rehabilitation of an
existing building, Grantee shall cause asbestos and mold surveys to be performed.
If, in the Authority's judgment, the Phase I, asbestos, or mold assessments so
merit, the Authority may require additional environmental assessments to be
performed and satisfactory results reported prior to funds being disbursed.
ARTICLE 8
DISBURSEMENT OF FUNDS
8.1 DISBURSEMENT.
The Grantee shall request disbursements by submitting the request form set forth as
Exhibit D hereto, as the same may be modified from time to time by the Authority, to the
Authority itemizing the Grantee's total actual allowable expenses, and attaching
supporting invoices. "Allowable expenses" shall mean costs directly incurred by the
Grantee for the design, development, or construction of the Project. Expenses shall be
documented in a manner acceptable to the Authority. Each Disbursement Request Form
shall be signed by two authorized officers or employees of the Grantee.
The Authority will review the request and, if acceptable to the Authority, the Authority
shall notify the Treasurer of State that a disbursement should be made to the Grantee.
The amount of the disbursement shall equal the amount of the allowable expenses;
provided, however that the total amount of all disbursements hereunder, in the aggregate,
shall not exceed the amount set forth in Article 2, above.
8.2 METHOD OF PAYMENT. Payment will be made by means of electronic funds
transfer. Prior to disbursement, the Grantee shall specify the account to receive the funds
by means of the Electronic Payment Instruction Form attached hereto as Exhibit F, which
Electronic Payment Instruction Form may be revised from time to time by the Authority.
Funds granted pursuant to this Agreement shall not be commingled with any other funds.
8.3 SUSPENSION OF DISBURSEMENT. Upon the occurrence of an event of default (as
defined in this Agreement) by Grantee, the Authority may suspend payments to Grantee
until such time as the default has been cured to the Authority's satisfaction.
Notwithstanding anything to the contrary in this Agreement, upon a termination of this
Agreement by the Authority on account of an event of default by Grantee, Grantee shall
no longer have the right to receive any disbursements after the effective date of default.
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ARTICLE 9
TERMS AND CONDITIONS OF GRANT
9.1 USE OF FUNDS. The Grantee hereby agrees, during the term of this Agreement, to
cause the Project to be constructed, operated, and maintained in accordance with the
representations in this Agreement (including Exhibit A). The funds granted hereunder
shall be used for constructing the Project described in Exhibit A and as mandated by the
laws and administrative rules governing the Iowa Jobs program. The Grantee shall allow
the Board, its internal or external auditors, the Authority or its designated agents, 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 Investigation, or any of them, to
inspect the Project at all times in order to audit, monitor and evaluate compliance with
federal, state, and local law, as well as the terms of this Agreement.
9.2 ACCOUNTING RECORDS. The Grantee shall maintain all books, records and all
other financial documents pertaining to this Agreement in accordance with generally
accepted accounting principles. Such records of the Grantee shall be available for
inspection and copying by the Board, its internal or external auditors, the Authority or its
designated agents, 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 Investigation at
all times within the term of this Agreement and during the term of any extension thereof,
and for five (5) full years from the date of completion the Project.
9.3 DOCUMENTATION. Within thirty (30) days of receipt of a written request from the
Authority to the Grantee, the Grantee shall deliver to the Authority: (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 costs of the Project and funds required at any given time to complete and pay
for the Project.
9.4 INSURANCE.
The Grantee shall maintain and shall require any other parties financing and constructing
components of the Project to maintain in effect, with insurance companies of recognized
responsibility, at no expense to the Board or the Authority, insurance and bonds covering
the Project. The insurance shall be of a scope and coverage that is acceptable to the
Authority as set forth below. The Grantee shall submit copies of each insurance
agreement or certificates attesting to such insurance coverage and any renewals thereof,
to the Authority. The Project shall, at a minimum, be insured and bonded as set forth
below:
9.4.1. The Grantee shall ensure that builder's risk insurance or installation floater is
provided for the insurable structures that are part of the Project. The named
insureds on the Builders Risk Insurance shall be the Grantee, the State of Iowa,
the Board, the Authority, and all general contractors. Coverage for the Project
shall be effective on the inception date of construction for the Project and shall
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terminate when construction of the Project is completed, and shall include a
provision to allow permission for the partial occupancy of the Project, where
applicable. The Project shall be insured at replacement value, as set forth on
Exhibit C. The deductibles for such builders risk insurance or installation
floater(s) shall not exceed $5,000 for damage due to any cause.
9.4.2 Flood insurance shall be required during construction for projects containing
structures minimally composed of two walls and a roof. The deductible for such
policy shall not exceed $25,000 for damage due to flood. In the event the Project
does not feature any structure with at least two walls and a roof, Grantee shall be
a participating community in the National Flood Insurance Program prior to
disbursement of Iowa Jobs funds, unless Grantee is not eligible to participate, in
which case the requirement of obtaining flood insurance or participating in the
National Flood Insurance Program shall be waived. The minimum required policy
limits for the flood insurance required hereby shall be in the amount of $500,000
or the total Project cost, whichever is less.
9.4.3 Earthquake insurance shall be required during construction for all projects. The
minimum required policy limits for the earthquake insurance required hereby
shall be in the amount of the total Project cost.
9.4.4 The Grantee shall, if necessary to secure coverage, amend its existing blanket
property insurance policies to include all permanent structures that are part of the
Project upon completion of such structures. The amendments will insure such
structures at replacement value. The Grantee shall, if necessary to secure
coverage, amend any existing special excess liability insurance policies to include
the Project in its entirety.
9.4.5 The Grantee shall require each general contractor on the Project, prior to
beginning work, to obtain for each component of the Project on which it is acting
as general contractor a performance and maintenance bond for the anticipated full
value of such component. For purposes of this requirement, the value of the
component shall be the anticipated value of the component upon completion, as
set forth in Exhibit C. Each performance and maintenance bond shall remain in
effect until construction of the component to which it relates is completed and for
a period of two -years thereafter. The bonds shall clearly specify the Grantee, the
Board, and the Authority as joint obligees.
9.4.6 The Grantee shall obtain and maintain in effect a crime insurance policy covering
the full amount of any loss or misuse of grant or sub -grant proceeds due to any
fraudulent or dishonest act on the part of any of its employees. The crime
insurance policy shall remain in effect until December 31, 2012, or later if the
Authority, in its sole discretion, deems it necessary. The crime insurance policies
shall each clearly specify coverage of losses of the policyholders, the Board, and
the Authority.
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9.4.7 The State of Iowa, the Board, and the Authority shall be named as additional
insureds or loss payees on the Builders Risk, Flood, Earthquake and crime
insurance policies for the Project.
9.4.8 All required insurance purchased from private insurance providers must be issued
by companies which have earned at least a "B+" rating by A.M. Best for the most
recent three (3) years, are duly licensed, admitted and authorized to do business in
the State of Iowa, or coverage may be provided by a recognized risk retention
pool with a Demotich rating of AAA. The insurance carrier must also have
combined capital and unassigned surplus of at least one hundred million dollars
($100,000,000).
9.4.9 The failure to obtain and maintain or the failure to require to be obtained and
maintained any of the bonds or insurance required under this Section 9.4 shall
constitute a material breach of this Agreement.
9.5 DISBURSEMENT OF LESS THAN THE TOTAL AWARD AMOUNT. If, in the
discretion of the Authority, progress toward financing and construction of the Project has
not been made within one hundred eighty (180) days of the execution of this Agreement,
then the Authority shall be under no obligation to make any disbursement hereunder. In
such an event, the Grantee shall repay to the Authority an amount equal to all grant
proceeds received by it pursuant to this Agreement.
9.6 NOTICE OF PROCEEDINGS. The Grantee shall promptly notify the Authority of the
initiation of any claims, lawsuits, bankruptcy proceedings or other proceedings brought
against the Grantee that could potentially adversely impact the Project.
9.7 COVENANTS OF GRANTEE.
9.7.1 AFFIRMATIVE COVENANTS. Until the terms of this Agreement are
fulfilled, the Grantee covenants that:
9.7.1.1 PROJECT WORK. Any portion of the funds awarded pursuant to this
agreement that remains unexpended or unencumbered one year after the
date hereof may be reallocated by the Board to another project at the
discretion of the Board. The Grantee shall in any event fully complete its
Project within three (3) years of the effective date of this Agreement. For
the purposes of this section "complete" means fully constructed and
operational.
9.7.1.2 OPERATION AND MAINTENANCE. For the duration of this
Agreement, the Grantee shall cause its Project to be properly operated and
maintained.
9.7.1.3 REPORTS. The Grantee shall submit the requests and reports as
specified below in the form specified by the Authority.
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1) The Grantee's annual audited financial statements, prepared in
compliance with section 9.2 hereof. If required by the Authority,
the Grantee shall submit more frequent financial statements, such
as an income, expense, and retained earnings statement covering
the period having elapsed from the date of the last prior
submission, and a balance sheet that is not more than thirty (30)
days old. The more frequent financial statements need not be
audited. Year-end statements must be certified by a Certified
Public Accountant (CPA) and must be received by the Authority
within two hundred seventy (270) days following the Grantee's
fiscal year end.
2) A final accounting for the Project within sixty (60) days after the
date on which the Project is completed; and
3) The reports required by section 12.14 of this Agreement.
9.7.1.4 INTEREST AND SURPLUS PROCEEDS. The Grantee shall return all
unexpended proceeds and interest accrued on grant proceeds to the
Authority within thirty (30) days after the first date on which the Grantee's
Project is complete.
9.7.2 NEGATIVE COVENANTS OF GRANTEE. Throughout the term of this
Agreement, the Grantee shall not, without prior written disclosure to the Authority and
prior written consent of the Authority (unless such prior approval is expressly waived
below), directly or indirectly:
9.7.2.1 Assign, waive or transfer any of Grantee's rights, powers, duties or
obligations under this Agreement.
9.7.2.2 [RESERVED.]
9.7.2.3 [RESERVED.]
9.7.2.4 [RESERVED.]
9.7.2.5 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
Grantee, as described in Exhibit A, unless approved in writing by the
Authority and its bond counsel prior to the change.
9.7.2.6 Use or permit the use of any proceeds of Bonds issued by the Treasurer
of the State of Iowa pursuant to Iowa Code section 12.87, as amended
directly or indirectly, in any manner, and shall not take or permit to be
taken any other action or actions, including without limitation, use,
management and disposition of the Project, which would cause the
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interest on any Bond to be included in gross income for federal income
tax purposes; specifically, without limitation of the foregoing, Grantee
shall not expend any of the funds disbursed to it under this Agreement
for anything other than a capital expenditure.
9.8 PRESERVED.]
9.9 GENERAL INDEMNIFICATION BY GRANTEE.
The Grantee shall, to the extent permitted by the laws and the Constitution of the State of
Iowa, indemnify, defend and hold harmless the Board, the Authority, the State of Iowa,
its departments, divisions, agencies, sections, commissions, officers, employees and
agents from and against all losses, liabilities, penalties, fines, damages and claims
(including taxes), and all related costs and expenses (including reasonable attorneys' fees
and disbursements and costs of investigation, litigation, settlement, judgments, interest
and penalties), arising from or in connection with any of the following, except where said
losses, liabilities, penalties, fines, damages and claims, and related costs and expenses are
due to the negligent acts or omissions of the Board, the Authority, the State of Iowa, its
departments, divisions, agencies, sections, commissions, officers, employees or agents:
9.9.1 Any claim, demand, action, citation or legal proceeding arising out of or resulting
from the Project;
9.9.2 Any claim, demand, action, citation or legal proceeding arising out of or resulting
from a breach by the Grantee of any representation or warranty made by the
Grantee in the Agreement;
9.9.3 Any claim, demand, action, citation or legal proceeding arising out of or related to
occurrences that the Grantee is required to insure against as provided for in this
Agreement; and
9.9.4 Any claim, demand, action, citation or legal proceeding which results from an act
or omission of the Grantee or any of its agents in its or their capacity as an
employer of a person.
9.10 PUBLIC BIDDING REQUIREMENTS. Grantee shall comply with all applicable
public bidding requirements, if any, including, but not limited to, those set forth in Iowa
Code chapters 26, 331, 364, 384, and 573.
9.11 TIMELY PERFORMANCE. The parties agree that the dates and time periods
specified in this Agreement are of the essence to the satisfactory performance of this
Agreement.
9.12 IOWA JOBS RECOGNITION.
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9.12.1 Construction Phase. The Project shall recognize during its construction phase
the financial contribution made by the State of Iowa through the Iowa Jobs
Program in the form of appropriate signage. The size, format, graphics, and
materials of such signs shall be as directed by the Authority, which directions
may be posted on the Authority's web site. The Project may deviate from such
directions only with the written consent of the Authority.
9.12.2 Post -Construction. Following construction, the Project shall recognize in a
permanent manner reasonably acceptable to the Authority the financial
contribution made by the State of Iowa through the Iowa Jobs Program.
9.12.3 Commemorative Events. The Grantee shall notify the Authority as soon as
possible, and ordinarily not less than ten (10) days prior to any event held by the
Grantee to commemorate, celebrate, or mark the groundbreaking, opening,
dedication of the Project.
9.13 REPRESENTATIONS & WARRANTIES OF GRANTEE. To induce the Board to
make the Award referred to in this Agreement, the Grantee represents, covenants, and
warrants that:
9.13.1 AUTHORITY. The Grantee is duly organized and validly existing under the
laws of the State. The Grantee is duly authorized and empowered to execute and
deliver this Agreement. All actions on the part of the Grantee, such as
appropriate resolutions of the City Council/Board of Supervisors for the
execution and delivery of the Agreement, have been effectively taken.
9.13.2 FINANCIAL INFORMATION. All statements and related materials
concerning the Grantee and the Project provided to the Board and the Authority
are true and correct in all material respects and completely and accurately
represent the subject matter thereof as of the effective date of the statements and
related materials, and no material adverse change has occurred since that date.
9.13.3 APPLICATION. The contents of the Plan, including any attachments and
exhibits thereto, submitted by the Grantee to the Board for Iowa Jobs funding
were an accurate representation of the Project as of the date of submission and
there has been no material change in the organization, operation, or key
personnel of the Grantee, the Project, or material representations made in the
Plan since the date the Plan was submitted to the Board.
9.13.4 CLAIMS AND PROCEEDINGS. There are no actions, lawsuits or
proceedings pending or, to the knowledge of the Grantee, threatened against the
Grantee affecting in any manner whatsoever its right to execute the Agreement,
or to otherwise comply with the obligations of the Grantee contained under the
Agreement. There are no actions, lawsuits or proceedings at law or in equity, or
before any governmental or administrative authority pending or, to the
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knowledge of the Grantee, threatened against or affecting the Grantee or the
Grantee's Real Property.
9.13.5 COMPLIANCE. The Grantee 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.
9.13.6 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 Grantee at the time each request for disbursement
of funds is submitted to the Authority.
9.13.7 PROPERTY. The Project will be built exclusively on real property that is
owned by the Grantee or over which the Grantee has a permanent easement.
The Grantee represents and warrants that it holds good, indefeasible and
merchantable title to the real property owned by the Grantee or holds valid
easement interests free and clear of all liens, claims, security interests and
encumbrances that may adversely impact the Project. In the event a lien, claim,
security interest, or encumbrance is filed on any portion of the real property or
easement interests owned by the Grantee which may adversely impact the
Project, the Grantee shall promptly take all necessary and possible action to
remove such lien, claim, security interest, or encumbrance, including
commencement of quiet title proceedings or eminent domain proceedings under
Iowa Code Chapter 6B.
ARTICLE 10
[RESERVED.]
ARTICLE 11
DEFAULT AND REMEDIES
NOTICE OF EVENT(S) OF DEFAULT. The Grantee shall within two (2) business
days notify the Authority upon becoming aware of any actual or imminent Event of
Default.
11.2 EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default
under this Agreement:
11.2.1 MATERIAL MISREPRESENTATION. If at any time any representation,
warranty or statement made or furnished to the Board or to the Authority by, or
on behalf of, the Grantee in connection with this Agreement or the Plan, is
fraudulent, incorrect, false, misleading or erroneous in any material respect
when made or furnished or if it becomes untrue due to some occurrence, act, or
omission.
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11.2.2 NONCOMPLIANCE. If the Grantee fails to comply in any material respect
with any applicable federal, state, or local law, rule, ordinance, regulation or
order or if the Grantee fails materially to comply with this Agreement,
including, but not limited to, a failure to meet all of the conditions set forth in
Article 7 of this Agreement.
11.2.3 FAILURE TO COMPLETE. If the Project, in the sole judgment of the
Authority, is not completed by the date set forth in section 9.7.1.1. For the
purposes of this section "completed" means fully constructed and operational.
11.2.4 FAILURE TO OPERATE AND MAINTAIN. If the Project is not properly
operated and maintained for the duration of this Agreement.
11.2.5 MISSPENDING. If the Grantee expends Grant funds received from Iowa Jobs
in contravention of the laws or rules restricting the use of Iowa Jobs funds or if
the Grantee expends Iowa Jobs funds for purposes not described in this
Agreement.
11.2.6 INSURANCE. If the Grantee fails to obtain and maintain or the Grantee fails
to require other parties financing and constructing components of a Project to
obtain and maintain any of the bonds or insurance required by this Agreement
or if loss, theft, damage or destruction of any substantial portion of a Project
occurs for which there is either no required insurance coverage or for which, in
the opinion of the Authority, there is insufficient insurance coverage as required
by this Agreement.
11.2.7 CONVEYANCE OF RESPONSIBILITIES. If Grantee assigns, waives or
transfers any of its rights, powers, duties or obligations under this Agreement,
without written permission of the Authority in violation of Subsection 9.7.2.1.
11.2.8 [RESERVED.]
11.2.9 INSOLVENCY OR BANKRUPTCY. If the Grantee: (i) becomes insolvent or
bankrupt; (ii) admits in writing its inability to pay its debts as they mature; (iii)
makes an assignment for the benefit of creditors; (iv) applies for or consents to
the appointment of a trustee or receiver for it or for the major part of its
property; (v) has a trustee or receiver appointed for it or for all or a substantial
part of its assets, and the order of such appointment is not discharged, vacated
or stayed within sixty (60) days after such appointment; or (vi) 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 it and, if instituted against it, is consented
to, or, if contested by it, is not dismissed by the adverse parties or by an order,
decree or judgment within sixty (60) days after such institution.
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11.2.10 UNSATISFACTORY AUDIT. If an audit of the Grantee results in something
other than an unqualified opinion from the auditor, such as, but not limited to, a
determination that no opinion can be rendered or a qualified opinion.
11.3 NOTICE OF DEFAULT. Prior to exercising any remedy herein for an Event of
Default, the Authority shall issue a written notice of default providing therein a thirty
(30) day period in which the defaulting shall have an opportunity to cure, provided that
cure is possible and feasible.
11.4 REMEDIES UPON DEFAULT. Upon the happening of any Event of Default, the
Authority shall have the right to terminate this Agreement and, in the case of an Event of
Default occurring during the first ten (10) years of this Agreement, to require immediate
repayment of the full amount of funds disbursed to the Grantee under this Agreement
plus interest at the rate of ten percent (10%) per annum (which interest shall begin to
accrue from the date of default) 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 Grantee. Beginning on the tenth anniversary of the Effective Date of this
Agreement, the principal amount to be repaid by the Grantee pursuant to this subsection
shall reduce by ten percent (10%) per year (calculated based upon the year in which the
Event of Default began).
11.5 FUNDING FAILURE. Any termination, reduction or delay of funds available to the
Board due, in whole or in part, to (i) a de -appropriation of revenues previously
appropriated to the Board by the legislature, or (ii) any other reason beyond the Board's
control, may, in the Board's discretion, result in the termination, reduction or delay of
Iowa Jobs funds to the Grantee.
11.6 PROCEDURE UPON TERMINATION. If the Agreement is terminated in whole or in
part by agreement of the parties, due to an Event of Default, or pursuant to Article 5
hereof, disbursements may be allowed, in the discretion of the Authority, for costs
incurred prior to the date of termination. The Grantee shall return to the Authority all
unencumbered Grant proceeds, if any, within one (1) week of receipt of Notice of
Termination. Any costs previously paid by the Authority that are subsequently
determined to be unallowable through audit procedures shall be returned to the Authority
within thirty (30) days of the disallowance.
ARTICLE 12
GENERAL PROVISIONS
12.1 BINDING EFFECT. This Agreement shall be binding upon and shall inure to the
benefit of the Board, the Authority, the Grantee, and their respective successors, legal
representatives and assigns.
12.2 COMPLIANCE WITH LAWS AND REGULATIONS.
14
12.2.1 The Grantee 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, those applicable to the Iowa Jobs
Program, prevention of discrimination, wages, competitive bidding,
environmental protection, occupational safety and health standards, payment of
taxes, conflicts of interest, lobbying, and those relating to the use of targeted
small businesses as contractors or suppliers.
12.2.2 This Agreement is a public record governed by Iowa Code Chapter 22.
12.3 SURVIVAL OF AGREEMENT. Each provision of this Agreement shall be deemed to
be severable from all other provisions of the Agreement and, if one or more of the
provisions of the Agreement shall be declared invalid, the remaining provisions of the
Agreement shall remain in full force and effect. All indemnification obligations imposed
by this Agreement shall survive the termination of this Agreement.
12.4 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 the choice of law provisions of Iowa 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.
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 Iowa Jobs Board, the Authority, the State
of Iowa or their Board members, officers, employees or agents.
12.5 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:
12.5.1 WRITING REQUIRED. The Agreement may only be amended through
written prior approval of the Board. Examples of situations where amendments
are required include extensions for completion of Project activities, changes to
the Project including, but not limited to, alteration of existing approved
activities or inclusion of new activities.
12.5.2 BOARD REVIEW. The Board will consider whether an amendment request is
so substantial as to necessitate reevaluating the Board's original funding
decision on the Project. An amendment will be denied by the Board if it
substantially and negatively alters the circumstances under which the Project
funding was originally approved or if it does not meet requirements set forth in
2009 Iowa Code Supplement, chapter 16, the Act, the 2010 Act, or 265 Iowa
Administrative Code, Chapter 32.
15
12.6 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 and the Authority may rely on
the address of the Grantee as set forth heretofore.
12.7 WAIVERS. No waiver by the Board, the Authority, or the Grantee 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, the Authority, or the Grantee 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, the Authority, or the Grantee shall
preclude future exercise thereof or the exercise of any other right or remedy.
12.8 LIMITATION. It is agreed by the Grantee that neither the Board nor the Authority
shall, under any circumstances, be obligated financially under this Agreement except to
disburse funds according to the terms of the Agreement.
12.9 ENFORCEMENT EXPENSES. To the extent permitted by the constitution and laws of
the State of Iowa, the Grantee shall pay upon demand any and all reasonable fees and
expenses of the Board and the Authority relating to the successful enforcement of this
Agreement against it, including the fees and expenses of their attorneys, experts and
agents, in connection with the exercise or enforcement of any of the rights of the Board
or the Authority under the Agreement.
12.10 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.
12.11 EVENT OF BOARD DISSOLUTION. The Grantee hereby acknowledges that the
Iowa Jobs Board is a public instrumentality of the State of Iowa and that, in the event that
the Board or its programs are terminated by statute, the State of Iowa shall be entitled to
enforce any right, title or interest held by the Board and all Grantee obligations hereunder
shall be owed to the State of Iowa. In the event of such a termination, the approval or
consent of the Executive Director of the Iowa Finance Authority ("Executive Director")
shall be deemed sufficient in any instance where the approval or consent of the Board is
required or allowed by this Agreement, and the Executive Director shall have standing to
enforce the rights of the State hereunder, unless otherwise provided by statute.
12.12 INTEGRATION. This Agreement contains the entire understanding among the
Grantee, the Board, and the Authority relating to the Project and any representations that
may have been made before or after the signing of this Agreement, which are not
contained herein, are non-binding, void and of no effect. None of the Parties have relied
on any such prior representation in entering into this Agreement.
16
12.13 COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which together shall constitute
but one and the same instrument.
12.14 DOCUMENTATION AND REPORTING OF JOB INFORMATION. Beginning
with the effective date of this Agreement, the Grantee shall report to the Authority on
forms or via a web -based tool to be provided by the Authority (which forms or web -
based tool may be revised by the Authority from time to time), the number of jobs
created as a result of the Project and related information. It is the intention of the parties
that the information to be reported shall, at a minimum, include the information required
to be reported to the federal government under programs created by the American
Recovery and Reinvestment Act of 2009 ("ARRA"). The parties agree that the Authority
may revise its forms or web -based reporting tool to comport with state and federal
reporting requirements. The Authority may revise the information to be reported and
may terminate the reporting requirement referenced herein at its discretion.
12.15 SET OFF. Should The Board or the Authority obtain a money judgment against Grantee
because of a default under this Agreement, Grantee consents to such judgment being set
off from any moneys owed to Grantee by the State of Iowa or any other agency of the
State of Iowa under any other agreement.
12.16 NO THIRD PARTY BENEFICIARIES. This Agreement has no third party
beneficiaries; it benefits only the Grantee, the Board, and the Authority.
12.17 NOT A JOINT VENTURE. Nothing in this Agreement creates the relationship of a
partnership, joint venture, or other association of any kind, or agent and principal
relationship between or among the parties. Each party is an independent contractor
acting for the mutual benefits derived from this Agreement.
12.18 TIME IS OF THE ESSENCE. Time is of the essence with respect to the performance
of the terms of this Agreement.
IN WITNESS WHEREOF, in consideration of the mutual covenants set forth above
and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of
which are hereby acknowledged, the parties have entered into the above Agreement and have
caused their duly authorized representatives to execute this Agreement.
FOR THE I 0 WA JOBS BOARD:
BY:
J y A. ' omanz, Chairman Date
FOR THE IOWA FINANCE AUTHORITY:
17
9/ rs/lo
FOR THE IOWA FINANCE AUTHORITY:
BY:
Jos
0/
m, Executive Director Date
Name: 6-Y1.54 • a
Title:
66
uuld
V IIIIIHXa
I -JOBS II Targeted Disaster Relief Grant Plan
Name of Project
City of Waterloo Public Works
Buildin __
Date
Submitted:
6 August 2010
Name of
Organization
City of Waterloo
Project Address
625 Glenwood Avenue, Waterloo, IA 50702
Contact Person
Noel Anderson
Email
Address
Noel.Anderson(&,,waterloo-
ia.org
Contact Address
715 Mulberry Street, Waterloo, IA 50703
Telephone Number
319.291.4366
Fax Number
319.291.4262
Does the project fallNo
in a flood zone?
If yes, which
zone?
Does the project reside;within a community that
participates in the FEMA'National Flood Program
Yes
Does the Projects community have a comprehensive
plan.:::
Yes
Total Project Cost
$5 Million resent D
I-JOBS:II
Grant;
Amount
`
$ 5 Million
Forms of Assistance
Amount
% of Total
I -Jobs II funding
$5,000,000.00
100%
Local City bonds and TIF funds/EPA Cleanup
funds/Iowa DNR Brownfield funds/ IDEA
Brownfield funds/
$850,000.00*
reviously spent before and in-between I -Jobs I and II
Project Description:
The new Public Works building will be built upon a cleaned -up Brownfield site, located in close proximity to
City Hall and Downtown Waterloo. The project will allow for disaster coordination from a central site, away
from potential flood impacted areas for many necessary services during a disaster. This building could
incorporate Public Work type services including Central Garage Department, Street Department, Sign
Department, Traffic Department, Building Maintenance Department, some Engineering functions, some
Code Enforcement functions and some Sanitation functions. It is also anticipated that this site contains a
future recycle center for public use. The project contains office space, workshop space, vehicle parking space
and equipment storage space for 75 large vehicles, 40 small vehicles and 22 maintenance stalls in a fully
functioning vehicle maintenance center.
During the Flood of 2008, the Central Garage, Street Department and Sanitation Departments were
inaccessible during the event. This caused hardship for the use of equipment, coordination of equipment and
usefulness of the sites, and responsiveness for flood emergency personnel. This included the primary
sandbagging location, which caused for moving of the site, loss of volunteers sandbaggers, and timeliness for
the protection of public and private properties in the community.
The City of Waterloo has previously partnered with the Environmental Protection Agency, Iowa Department
of Natural Resources, and Iowa Department of Economic Development for Brownfield funds for the testing
and cleanup of this site. A former manufacturing site, the City of Waterloo has now purchased the entire 11 -
acre site, spent over $400,000 in funds for the demolition of fire -damaged and blighted structures upon the
site, as well as over $300,000 in environmental testing and cleanup of the site. With the exception of a portion
of the site declared as a "no -dig" area, the site has received a certificate of No Further Action. The City
recently purchased the remaining 4 acres for $150,000, which included the 25,000 sq. ft. tip -up concrete
building which will serve as the beginning point for rehabilitation and construction from there out for the full
build -out of the Public Works facility.
The long-term impact of this project will be the coordination of services to ensure greater efficiency of
personnel and equipment, a central location for personnel in times of disaster and other emergency
situations, as well as the recovery of a blighted site and rejuvenation of the nearby neighborhood in the
developed portion of the community. This site choice represents Smart Growth Planning, and this project
represents a fiscally responsible solution for short-term and long-term disaster and governmental recovery,
planning, prevention, and operation.
The City of Waterloo and its consultants believe this site will allow for a Public Works facility which, at full
build -out, will represent a $10 million project. However, we are moving forward at this time with the $5
million project budget, but will work towards the immediate design, with planned extensions for the full
build -out of the site.
Signature and title of applicantf't.
;""(___JIDate
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CQnm1/4.jNtrr AuNiNb DF-vtPAMr oiKEcroa_
•
(appilvAll 'Apadoid Jo uopdpasaa tr2ar-D
mqpixa
Exhibit C
(Projected replacement value of project after completion)
The projected replacement value of the site after completion will need a proper appraisal to
fully determine the value. As the site is primarily flat, and the infrastructure is on the
periphery of the site for the project, the majority of costs ill all be construction related,
with the exception of design work. Therefore, we believe the replacement value wilIl be
close to, or higher than, 100% of the project costs as estimated at this time at $5 million due
to the cost of construction generally going up in subsequent years.
PROJECT NO:
GRANTEE:
Date:
EXHIBIT D
DISBURSEMENT REQUEST FORM
Pursuant to, and in accordance with, the provisions of the Iowa Jobs Program Grant Award Agreement,
dated 61/f/W016 (the "Agreemen ") among the Iowa Jobs Board, the Iowa Finance Authority (the
"Authority"), and C � 00 (the "Grantee"), the Grantee hereby requests that the
Authority cause to be dish rsed to the Grantee the sum of $
IT IS HEREBY CERTIFIED THAT:
1) Each of the obligations for which disbursement is requested is an Allowable Expense, as such
term is defined in the Agreement;
2) None of the items for which disbursement is requested has formed the basis for any disbursement
heretofore made under the Agreement;
3) This disbursement does not include any amount which the Grantee is entitled to retain pursuant to
any contract or agreement providing for the retention by the Grantee of a portion of the price paid
thereunder;
4) No Event of Default is continuing under the Agreement; and
5) Grantee hereby renews and restates the covenants, warranties and representations made in the
Agreement as of the date of this Disbursement Request
6) Attached hereto as Schedule 1 is a true and correct itemization of bills and invoices to be paid in
part with the requested disbursement together with copies of all such bills and invoices.
Date:
AUTHORIZED GRANTEE REPRESENTATIVES
Date:
Name, Title
Name, Title
22
Exhibit E
Form of Legal Opinion of Counsel for
[On Letterhead]
, 2010
I -JOBS Board
Iowa Finance Authority
2015 Grand Ave
Des Moines, Iowa
RE: I -JOBS Local Infrastructure Competitive Grant Agreement
among the I -JOBS Board, the Iowa Finance Authority, and
Ladies and Gentlemen:
I have acted as legal counsel for the (the "Grantee") in connection with the execution
and delivery by the Grantee of that certain I -JOBS Local Infrastructure Competitive Grant
Agreement (the "Grant Agreement") among the I -JOBS Board, the Iowa Finance Authority, and
the Grantee, executed , 2010. This opinion is being furnished to you pursuant to Section 7 of
the Grant Agreement.
In rendering the opinions expressed herein, I have examined the Grant Agreement and the
resolution of the Grantee authorizing the same. I also have examined the originals or copies
certified or otherwise identified to my satisfaction of such certifications of officers and
proceedings of the Grantee and other documents and records as I have deemed relevant and
necessary for the basis of such opinions, without undertaking to verify the same by independent
investigation. In all such examinations, I have assumed (except in the case of the Grantee and its
officers) the genuineness of all signatures and the authenticity of all documents submitted to me
as copies.
Based on the foregoing and an investigation of such other considerations of law and fact
as I have deemed to be relevant, I am of the opinion that:
1. The Grant Agreement has been duly authorized, executed and delivered by the
Grantee and constitutes a valid, legal and binding obligation, enforceable in
accordance with its terms;
2. The Grantee is obligated to perform in accordance with the Grant Agreement
(including, inter alia, performance of all future conditions and payments), except
to the extent that the enforceability thereof may be subject to bankruptcy,
23
3. the Agreement does not violate any constitutional, statutory, or other limitations
placed on the Grantee, and
Respectfully submitted,
24
Iowa Department of Administrative Services
Govemmenrs Partner in Achieving Results
AS
SECTION 1 - TRANSACTION TYPE
Direct Deposit Authorization Form
ARE YOU ADDING, CHANGING OR CANCELING THIS AGREEMENT? ❑ ADD ❑ CHANGE E CANCEL
The agreement represented by this authorization remains in effect until canceled by the payee and until such time, payments made by the State of Iowa to you will be
deposited into the account at the financial institution designated below. You will be required to submit a new form for any change in banking designation or to cancel this
authorization and revert to a state warrant It is your responsibility to notify the State of Iowa any time an account is closed.
An add or change in EFT status will be effective ten business days after entry into the State's accounting system. A cancelation will become effective immediately after entry
into the State's accounting system.
SECTION 2 - BUSINESS/INDIVIDUAL IDENTIFICATION INFORMATION
BUSINESS/INDIVIDUAL LEGAL NAME:
(NAME TAX ID IS ASSIGNED TO AND USED FOR TAX REPORTING)
BUSINESS NAME:
(DBA- DOING BUSINESS AS NAME) IF DIFFERENT FROM LEGAL NAME
SSN 1 1 1 1 -1 -I -I - I 1 1 1 1 or FEIN (Fed. Empl. ID Number) I 1 1-1 I I I I I I I
MAILING ADDRESS:
(ADDRESS TO BE USED IN CASE OF DEFAULT TO CHECK)
CITY: STATE:
ZIP:
SECTION 3 - FINANCIAL INSTITUTION - TO BE COMPLETED BY FINANCIAL INSTITUTION
(NOT REQUIRED IF FOR CHECKING ACCOUNT ONLY AND A COPY OF VOIDED CHECK IS ATTACHED — DO NOT ATTACH DEPOSIT SLIP)
FINANCIAL INSTITUTION NAME:
FINANCIAL INSTITUTION ADDRESS:
CITY: STATE:
ZIP:
NAME ON ACCOUNT:
ROUTING TRANSIT NUMBER:
CUSTOMER ACCOUNT NUMBER:
ACCOUNT TYPE: ❑ SAVINGS
n CHECKING
I have verified the signature(s) and account numbers above. The Financial Institution is ACH capable and will comply with NACHA rules.
REPRESENATATIVE NAME: SIGNATURE:
REPRESENTATIVE TITLE:
TELEPHONE NUMBER: (
DATE:
SECTION 4 - VENDOR AUTHORIZATION FOR ADD, CHANGE OR CANCELLATION
I hereby authorize the Department of Administrative Services to deposit payments from the State of Iowa to the account designated on this form and to initiate any
adjustments or debit entries to this account for any erroneous deposits in the amount of the error only. I also understand that the State of Iowa urn only deposit funds into one
financial institution and account
I certify that I am authorized to enter into this agreement as the account holder or on behalf of the account holder.
AUTHORIZED NAME: TITLE: DATE:
AUTHORIZED SIGNATURE: TELEPHONE NUMBER: ( )
Mail or Fax Completed Form to:
Dept. of Administrative Services — State Accounting Enterprise
ATTN: EFT Administrator
Hoover State Office Building, 3`d FL
Des Moines, Iowa 50319
Fax Number:
(515) 281-5255
Telephone Number:
(515) 281-0246
03/2009
EXHIBIT G
IOWA JOBS
LOCAL INFRASTRUCTURE NON-COMPETITIVE GRANT PROGRAM
CERTIFICATE REGARDING EXPENDITURES
I, , the of
(the "Grantee"), hereby certify with respect to the grant of up to $ from the Iowa
JOBS Local Infrastructure Non -Competitive Grant Program for [name of
project] (the "Project"), that the following information regarding expenditures for the Project and
useful life of the components of the Project is true and correct:
The Grant will be used to acquire and/or construct the following, and the following useful
lives have been assigned to each category of expenditures (more than one line has been provided
for equipment as equipment may be categorized by more than one useful life):
Date:
Item
Total Cost
Expected
Useful Life
(In Years)
Land
0
Land Improvements
Building
Equipment
Equipment
Equipment
Total
25
[GRANTEE]
Name:
Title:
c�
M