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HomeMy WebLinkAboutH. W. Grout Trust - Funding Disbursement Agmnt - 6.12.2006 FUNDING DISBURSEMENT AGREEMENT This Funding Disbursement Agreement is entered into as of June / , 2006, by and between the City of Waterloo, Iowa("City") and H.W. Grout Trust("Grout"). RECITALS A. Grout is a recipient of a grant award from the Vision Iowa Board pursuant to a Vision Iowa Grant Award Agreement effective as of July 13, 2005 (the "VI Agreement"). Said grant award is designated for use by Grout for construction of an expansion of its existing facilities in Waterloo,Iowa, to be known as the Sullivan Brothers Veterans Museum and Research Center(the "Project"). B. The grant award made to Grout pursuant to the VI Agreement is predicated on Grout's procurement of funding from various other sources, including City. In support of Grout's grant award eligibility, City has approved a grant of$880,000 to Grout to assist in defraying Project construction costs. C. By this Agreement, City and Grout desire to set forth the terms on which City will disburse funds to Grout for the Project. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises exchanged herein and for other consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. Disbursement Requirements. City will disburse funds to Grout following approval of a written disbursement request from Grout, in such form as is acceptable to City. At minimum, a disbursement request must include certified copies of invoices received by Grout from its general contractor or subcontractors for site preparation and construction. The City will not reimburse invoices, or portions of invoices,that relate to other costs or expenses, including without limitation professional services such as architects, engineers, surveyors, or consultants. 2. Disbursement Amounts. Following review and approval of a disbursement request, City will reimburse Grout for fifty percent(50%) of approved construction costs. Disbursement in this manner shall continue from time to time until City has paid to Grout a sum equal to $880,000. 3. Reporting by Grout. During the term of this Agreement and until the City has made full disbursement to Grout, Grout will provide the following reports to City: A. Fundraising campaign status, within thirty(30) days of the end of the preceding calendar quarter. B. Construction progress and expenses incurred to date, within thirty (30) days of the end of the preceding calendar quarter. C. A copy of the annual audited financial statements provided to the Vision Iowa Board pursuant to Section 9.7.1(c) of the VI Agreement, when said statements are submitted to the Vision Iowa Board. D. Certification by the board of trustees that no employee is earning excessive compensation, which for purposes of this Agreement is defined as $100,000 in total annual compensation, excluding health insurance contributions and ordinary expense reimbursements. This certification shall be made before the initial disbursement to Grout and annually thereafter within thirty(30) days of the end of the preceding calendar year. 4. Suspension of Disbursements. If(a)Grout fails to submit any report or other information required by this Agreement, or if(b)Project construction is stopped or delayed for any period exceeding thirty(30) days for any reason other than a Force Majeure Event(defined below), or if(c) disbursements to Grout pursuant to the VI Agreement are suspended for reason (each or all of the foregoing conditions being a"Default"),then City may in its sole discretion suspend further disbursements to Grout until the Default is cured. If a Default continues for a period more than twelve (12)months, City in its sole discretion may terminate this Agreement and make no additional disbursements to Grout. For purposes of this Agreement, a"Force Majeure Event" means an event or occurrence that causes Project construction to be stopped and/or delayed as a result of an act of God, war, civil disturbance, court order, labor dispute, fire, or other cause beyond the reasonable control of Grout. 5. Indemnity. Grout agrees to indemnify and hold harmless City, its employees, elected officials, contractors, and agents, from and against any and all claims, demands, causes of action, losses, damages, suits, countersuits, and liability whatsoever, including but not limited to attorneys' fees, arising from or in any way relating to this Agreement or the Project. 6. No Partnership or Joint Venture. Nothing in this Agreement shall be interpreted as creating a partnership or joint venture between Grout and City relative to the Project. 7. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof. All exhibits hereto, if any, are hereby incorporated into and made a part of this Agreement. 8. Severability. In the event any provision of this Agreement is held invalid, illegal, or unenforceable, whether in whole or in part,the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any provision of this Agreement is invalid, illegal, or unenforceable as written, but that by 2 .l limiting such provision it would become valid, legal, and enforceable, then such provision shall be deemed to be written and shall be construed and enforced as so limited. 9. Binding Effect. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective personal representatives, successors, and assigns. 10. Headings and Captions. The title or captions of paragraphs in this Agreement are provided for convenience of reference only and shall not be considered a part hereof for purposes of interpreting or applying this Agreement, and such titles or captions do not define, limit, extend, explain, or describe the scope or extent of this Agreement or any of its terms or conditions. 11. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF,the parties have executed this Funding Disbursement Agreement by their duly authorized representatives as of the date first written above. GROUT: H.W. GROUT TRUST By: , Title: CITY: CITY OF WATERLOO, IOWA By: Timothy J , Mayor Attest' Nancy ckert C ty Clerk 3 MINUTES OF THE BOARD OF TRUSTEES,H.W. GROUT TRUST AND BOARD OF DIRECTORS, GROUT MUSEUM,INC. WEDNESDAY,APRIL 13, 2005 PRESENT TRUSTEES: Ike Leighty, Roger Olesen, Jean Parker DIRECTORS: Harold Brock, Barbara Corson,Russ Clark,Kathy Lee,Mary Ellen Warren,Linda Waldon—President of the RRHM Society,Bernice Hammond—President Friends of the Snowden House STAFF: Billie Bailey-Executive Director; Cyd McHone -Director of Marketing,Wendy Zitterich—Operations Manager, Jean Johnson—RRHM Site Manager ABSENT: Dave Allbaugh,Robert Bradford,John Burns, Edward Gallagher, Jr.,Mark Kittrell, David Lee, Mac McCausland,Aina Burgman—President Friends of the Grout, Robert Neymeyer—Sullivan Brothers Project Coordinator,Alan Sweeney- Imaginarium Site Manager e H. Grout Board of Trustees and Grout Museum, Inc.Board of Directors meeting was called to e HP order at 8:12am by President,Roger Olesen at Imaginarium. Motion by Harold Brock, seconded by Kathy Lee, to approve the minutes,of F .b nary 23, 2005_ Motion carried. VISION IOWA: Roger Olesen discussed the need to authorize 3 signors for the Vision Iowa contract. The following resolution was moved by Ike Leigh second by Jean Parker and unanimously carried- **BE IT RESOLVED that Roger Olesen and Edward Gallagher, Jr.be and they are hereby authorized to sign the Vision Iowa contract discussed today on behalf of the trustees of the H. W. Grout Trust. It appears that the contract will be ready to be executed at the Vision Iowa meeting in Decorah, Iowa on July 13, 2005. Billie Bailey reviewed the contract checklist. 1. Added an allowance of 360 days to raise funds (this is not approved yet.). 2. Approve signors. (Done) 3. Title opinion and abstract on property(in progress). 4.Need to raise additional funds to cover inflationary difference (approximately$1 million). 5. Should have GAAP accounting,but not required unless requested. 6. Insurance issues; should have $500,000 dishonest employee coverage. Now have $25,000. (Has been reviewed and accepted by Mac McCausland) 7.Updated letter from Wells Fargo guaranteeing a bridge loan. 8. List of donors; will offer grouped sums. Roger wrote a letter to Jim Nussle to ask the Feds to match state, county and city funds (about$1 million). We already have about$1.5 million designated Federal dollars for research Roger recommended the Trustees appoint a Vice Chair of the Trust. Ed Gallagher is the Chairman at this time. Motion by Ike Leigh seconded by Mary Ellen Warren, to have the Trustees recommend a Vice bring Chairman antiing to thenext meeting- Motion carried_ LONG RANGE PLANNING: Russ Clark reported the committee met to discuss what would be presented to the board. ANNUAL DRIVE: Kathy Lee reported the annual drive is at 80% of goal. Asked for help updating the corporate call list. The Katoski Golf Tournament is coming up and we are half way to goal for that. FRIENDS OF THE GROUT: Billie Bailey reported the Friends are struggling with membership. Evaluating how to revitalize the group's structure or whether to disband the group. Asking the Long Range Planning committee to look at. FRIENDS OF THE SNOWDEN HOUSE: Bernice Hammond reported the pillars have been repaired. The annual brunch is April 24. There will be another ice cream social during the Tour of Homes. The piano has been sold. RR MS: Linda Waldon reported Pat McKee took over organizing the Red Hat Tea and it is sold out. Working on the Tour of Homes. EXECUTIVE DIRECTOR: Billie Bailey reported Bob Neymeyer went on the Cedar Valley Coalition trip to DC. The next meeting will be moved to May 18,2005. Meeting adjourned at 9:OOam. Wendy Zitterich The above is a true and ccurate copy of the minutes from a meeting of the Board of Trustees of the H.W. Grout Trust held n April 13, 2005. John rtrns Trustee/Secretary/Treasurer— Board of Trustees of the H.W. Grout Trust ._a� o1 CITY OF WATERLOO , IOWA CITY CLERK AND FINANCE DEPARTMENT • 715 Mulberry St. Waterloo, IA 50703 (319) 291-4323 Fax (319) 291-4571 • • NANCY ECKERT • City Clerk MICHELLE WEIDNER,CPA • Chief Financial Officer June 19, 2006 Ma yrn, TIMOTHY J. HURLEY Ms. Billie Bailey, Director COUNCIL Grout Museum of History & Science MEMBERS 503 South Street Waterloo, IA 50701 REGINALD A. SCHMrrTDear Billie: Word r Attached-are three copies of the funding disbursement agreement between the City of CWaterloo and the H.W. Grout Trust. Please have your representative signed the three COOLELE copies and return two p�signed copies to office. Ware!2 p g y HAROLD Thanks for your help. GETTY INard 3 Sincerely, JOHN A. �C n ,� Want 4 �Nancyrt RON City Clerk WELPER Wards Enclosures BOB GREENWOOD At-Large ERIC GUNDE.RSON A f-Lame WE'RE WORKING FOR YOU! An Equal Opportunity/Affirmative Action Employer FUNDING DISBURSEMENT AGREEMENT This Funding Disbursement Agreement is entered into as of June /a' , 2006, by and between the City of Waterloo, Iowa("City") and H.W. Grout Trust("Grout"). RECITALS A. Grout is a recipient of a grant award from the Vision Iowa Board pursuant to a Vision Iowa Grant Award Agreement effective as of July 13, 2005 (the "VI Agreement"). Said grant award is designated for use by Grout for construction of an expansion of its existing facilities in Waterloo, Iowa, to be known as the Sullivan Brothers Veterans Museum and Research Center(the "Project"). B. The grant award made to Grout pursuant to the VI Agreement is predicated on Grout's procurement of funding from various other sources, including City. In support of Grout's grant award eligibility, City has approved a grant of$880,000 to Grout to assist in defraying Project construction costs. C. By this Agreement, City and Grout desire to set forth the terms on which City will disburse funds to Grout for the Project. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises exchanged herein and for other consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. Disbursement Requirements. City will disburse funds to Grout following approval of a written disbursement request from Grout, in such form as is acceptable to City. At minimum, a disbursement request must include certified copies of invoices received by Grout from its general contractor or subcontractors for site preparation and construction. The City will not reimburse invoices, or portions of invoices, that relate to other costs or expenses, including without limitation professional services such as architects, engineers, surveyors, or consultants. 2. Disbursement Amounts. Following review and approval of a disbursement request, City will reimburse Grout for fifty percent(50%) of approved construction costs. Disbursement in this manner shall continue from time to time until City has paid to Grout a sum equal to $880,000. 3. Reporting by Grout. During the term of this Agreement and until the City has made full disbursement to Grout, Grout will provide the following reports to City: A. Fundraising campaign status, within thirty(30) days of the end of the preceding calendar quarter. B. Construction progress and expenses incurred to date, within thirty(30) days of the end of the preceding calendar quarter. C. A copy of the annual audited financial statements provided to the Vision Iowa Board pursuant to Section 9.7.1(c) of the VI Agreement, when said statements are submitted to the Vision Iowa Board. D. Certification by the board of trustees that no employee is earning excessive compensation,which for purposes of this Agreement is defined as $100,000 in total annual compensation, excluding health insurance contributions and ordinary expense reimbursements. This certification shall be made before the initial disbursement to Grout and annually thereafter within thirty(30) days of the end of the preceding calendar year. 4. Suspension of Disbursements. If(a) Grout fails to submit any report or other information required by this Agreement, or if(b) Project construction is stopped or delayed for any period exceeding thirty (30) days for any reason other than a Force Majeure Event(defined below), or if(c) disbursements to Grout pursuant to the VI Agreement are suspended for reason (each or all of the foregoing conditions being a"Default"), then City may in its sole discretion suspend further disbursements to Grout until the Default is cured. If a Default continues for a period more than twelve (12)months, City in its sole discretion may terminate this Agreement and make no additional disbursements to Grout. For purposes of this Agreement, a"Force Majeure Event"means an event or occurrence that causes Project construction to be stopped and/or delayed as a result of an act of God, war, civil disturbance, court order, labor dispute, fire, or other cause beyond the reasonable control of Grout. 5. Indemni . Grout agrees to indemnify and hold harmless City, its employees, elected officials, contractors, and agents, from and against any and all claims, demands, causes of action, losses, damages, suits, countersuits, and liability whatsoever, including but not limited to attorneys' fees, arising from or in any way relating to this Agreement or the Project. 6. No Partnership or Joint Venture. Nothing in this Agreement shall be interpreted as creating a partnership or joint venture between Grout and City relative to the Project. 7. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof. All exhibits hereto, if any, are hereby incorporated into and made a part of this Agreement. 8. Severability. In the event any provision of this Agreement is held invalid, illegal, or unenforceable, whether in whole or in part, the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any provision of this Agreement is invalid, illegal, or unenforceable as written, but that by 2 limiting such provision it would become valid, legal, and enforceable, then such provision shall be deemed to be written and shall be construed and enforced as so limited. 9. Binding Effect. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective personal representatives, successors, and assigns. 10. Headings and Captions. The title or captions of paragraphs in this Agreement are provided for convenience of reference only and shall not be considered a part hereof for purposes of interpreting or applying this Agreement, and such titles or captions do not define, limit, extend, explain, or describe the scope or extent of this Agreement or any of its terms or conditions. 11. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Funding Disbursement Agreement by their duly authorized representatives as of the date first written above. GROUT: H.W. GROUT TRUST By: Title• CITY: CITY OF WATERLOO, IOWA By: Timothy J. , Mayor Attest' Nanc�Ecke�rty Clerk 3