HomeMy WebLinkAboutWaterloo Center for the Arts-Grant Application-04.06.2009 IOWA
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April 21, 2009
The Honorable Tim Hurley
City of Waterloo
715 Mulberry Street
Waterloo, IA 50703-5783
RE: CAT Marketing Agreement Number 09-MKT-010 - Waterloo Center for the Arts
Dear Mayor Hurley:
A fully-signed copy of CAT Marketing agreement number 09-MKT-010 is enclosed for
your file. Payment of seventy-five percent of your award has been authorized and will be
sent under separate cover.
If you should have any questions or concerns, please contact me at(515) 242-4827, or by
e-mail at alaina.santizora)iowalifechanginw.ccnm.
Sincerely,
Deemed Signed in absence of signature
Alaina Santizo
Vision Iowa/CAT Program Manager
/ate eYelki —y, RECEIVED APR 241009
Pam Koehn-Miller
Vision Iowa/CAT Program Assistant
Cc: Shannon Farlow
Development/Marketing Director
Waterloo Center for the Arts
225 Commercial St.
Waterloo, IA 50701
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Chester J.Culver,Governor IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT Patty Judge,Lieutenant Governor
Mike Tramontina,Director 200 East Grand Avenue,Des Moines,Iowa USA 50309 • Phone:515.242.4700 Fax:515.242.4809 www.iowalifechanging.com
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COMMUNITY ATTRACTION AND TOURISM (CAT)
MARKETING PROGRAM
Grant Agreement
This Grant Agreement (the "Agreement") is between the Vision Iowa Board ("Board") and the
Grantee identified below:
The Parties:
GRANTEE BOARD
GRANTEE: Vision Iowa Board
Waterloo Center for the Arts 200 East Grand Avenue
Des Moines, IA 50309
GRANTEE ADDRESS:
225 Commercial St., Waterloo, IA 50701
GRANTEE CONTACT: BOARD CONTACT:
Shannon Farlow, Development/Marketing Alaina Santizo, Program Manager
Director Email: Alaina.Santizo@iowalifechanging.com
Email: shannon.farlow@waterloo-ia.org Phone: 515-242-4827
Phone: (319) 291-4490
The Grant:
GRANT AGREEMENT # 09-MKT-010 AWARD DATE: December 10, 2008
MAXIMUM GRANT AMOUNT: $ 10,000.00 GRANTEE MATCH AMOUNT: $ 10,000.00
PROJECT COMPLETION DATE: December 31, 2009
In consideration of the promises and mutual covenants and agreements contained herein, the Parties agree as
follows:
ARTICLE 1
AGREEMENT DURATION
This Agreement shall be in effect as of the Contract Effective Date stated on the signature page. This
Agreement shall remain in effect from the Contract Effective Date and for a reasonable period of time after the end of
the Project Completion Date during which the Board will conduct closeout procedures. The Board will provide Grantee
with written notice of final Agreement closeout and this Agreement shall terminate as of the date stated therein.
ARTICLE 2
FUNDING
2.1 Funding Source. The source of funding for this Grant is a state appropriation by the legislature to the CAT Fund
established in Iowa Code section 15F.204 for use by the Board for marketing CAT projects.
2.2 Reduction, Discontinuance or Alteration of Funding. Any termination, reduction, or delay of funds available
due, in whole or in part, to (i) lack of, reduction in, or a deappropriation of fund, or (ii) any other reason beyond the
Board's control may, in the Board's discretion, result in the termination, reduction or delay of funds to the Grantee.
Marketing Agreement Number: 09-MKT-010,Waterloo Center for the Arts
ARTICLE 3
PROJECT DESCRIPTION; GRANT TERMS
3.1 Project description. "Project"means the detailed description of the work, services, and other obligations to be
performed or accomplished by the Grantee as follows: Advertisement in print media in 45 local/regional newspapers,
television station KWWL and cable TV, and radio station Mix96.1-FM; and, the award is contingent on the advertising
crediting the Vision Iowa Program for the cooperative efforts for the funds.
3.2 Project Completion Date. "Project Completion Date"means the date stated on page one of this Agreement
and is the date by which all Project activities shall be satisfactorily completed by Grantee.
3.3 Grant Award. The Board has approved a Grant in the total amount identified on page one of this Agreement.
Grant funds have been awarded to the Grantee for the Project described herein.
3.4 Marketing Project Expenses. Eligible Project expenditures include those incurred for marketing placement
between January 1, 2009 and December 31, 2009 as approved by the Board. Costs associated with design and
production will not be considered.
3.5 Project Budget:
Line Item Grant Amount ' Local Match Costs I Total
Advertisement Placement Costs $ 10,000.00 $ 10,000.00 $20,000.00
3.6 Cost Variation. In the event that the total Project cost is less than the amount specified in this Agreement, the
Board's participation shall be reduced at the same ratio as Board funds are to the total Project budget, and any
disbursed excess above the reduced Board participation shall be returned immediately to Board.
ARTICLE 4
DISBURSEMENT TERMS
The obligation of Board to disburse funds under this Agreement shall be subject to the following conditions:
4.1 Requests for Disbursement. All disbursements of Grant funds shall be subject to receipt by the Board of
requests for disbursement, in form and content acceptable to Board, submitted by the Grantee.
4.2 Prior Costs. No expenditures made prior to the Award Date may be included as Project costs.
4.3 Claim\Payment Procedures. Seventy-five percent (75%) of the Grant award will be released to the Grantee
upon the execution and delivery of this Agreement. The remaining twenty-five percent (25%)will be released upon the
receipt of a completed final report and the necessary verification and authorization of the Board or its designee.
Claims for payment must be presented to the Board, or its designee, no later than 90 days after the Project Completion
Date. The Grantee, or their designee, shall request disbursement by submitting the request form provided by the
Board (as the same may be modified from time to time by the Board) to the Board or its designee itemizing the
Grantee's total actual allowable expenses. Expenses shall be documented in a manner acceptable to the Board or its
designee. If the total grant award amount has not been claimed within one hundred twenty (120) days of the Project
Completion Date, then the Boara shaii be under no further obligation for further disbursement.
4.4 Suspension of Disbursement. Upon the occurrence of an Event of Default (as defined in Article 7) the Board
may suspend payments to Grantee until such time as the default has been cured to Board's satisfaction.
Notwithstanding anything to the contrary in this Agreement, upon a termination of this Agreement on account of an
Event of Default, Grantee will no longer have the right to receive any disbursements after the effective date of default.
4.5 Investment of Grant Funds. (a) In the event that Grant Funds are not immediately utilized, temporarily idle
Grant Funds held by the Grantee may be invested provided such investments shall be in accordance with State 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 Grantee shall be credited to and expended on the Project prior to
the expenditure of other Grant funds. (b)All proceeds remaining, including accrued interest, after all allowable Project
costs have been paid or obligated shall be returned to the Board within thirty (30) days after the Project Completion
Date. Within ten (10) days of receipt of a written request from Board, Grantee shall inform the Board in writing of the
amount of unexpended Grant funds in the Grantee's possession or under the Grantee's control, whether in the form of
cash on hand, investments, or otherwise.
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Marketing Agreement Number: 09-MKT-010,Waterloo Center for the Arts
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
Grantee represents and warrants to the Board as follows:
5.1 Authority and Validity of Obligations. Grantee has full right and authority to enter into this Agreement. The
person signing this Agreement has full authority to:
(a) Sign this Agreement on behalf of the Grantee, and
(b) Obligate the Grantee to the performance of each and all of the obligations under the Agreement.
5.2 Approvals received. This Agreement delivered by the Grantee has been duly authorized, executed and
delivered by the Grantee and constitutes the valid and binding obligations of the Grantee and enforceable against it in
accordance with their terms. Grantee has secured all necessary authorizations and approvals with any governmental,
regulatory or governing board that may be necessary to permit Grantee to execute this Agreement and comply with its
terms.
5.3 Use of Proceeds. The Grantee hereby agrees to use Grant funds only for the Project and for the activities
described in this Agreement.
5.4 Governmental Authority and Licensing. Grantee has received all licenses, permits, and approvals of all
Federal, state, local, and foreign governmental authorities, if any, necessary to conduct its business, in each case
where the failure to obtain or maintain the same could reasonably be expected to have a material adverse effect. No
investigation or proceeding which, if adversely determined, could reasonably be expected to result in revocation or
denial of any material license, permit, or approval is pending or, to the knowledge of the Grantee threatened.
5.5 Litigation and Other Controversies. There is no litigation or governmental proceeding pending, nor to the
knowledge of the Grantee threatened, against the Grantee which if adversely determined would adversely impact
Grantee's ability to perform under this Agreement.
5.6 Compliance with Laws. Grantee is in compliance with the requirements of all federal, state and local laws,
rules and regulations applicable to or pertaining to the operations of Grantee.
5.7 Effective Date of Representations and Warranties. The warranties and representations of this Article are made
as of the Contract Effective Date 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 Board.
ARTICLE 6
COVENANTS
6.1 Performance Obligations. By the Project Completion Date, Grantee shall complete the Project in accordance
with this Agreement. Grantee shall promptly provide Board with written notice of any major changes that would impact
the success of the Project.
6.2 Repayment Obligations. Upon the occurrence of an unremedied Event of Default as described in Article 7
Grantee agrees to immediately repay such amounts determined by Board to due and payable.
6.3 Final Report. The Grantee shall submit a final written report to the Vision Iowa Program Manager within 90 days
of the Project Completion Date. The report will require a description of placed advertisements and documentation to
verify placement. Documentation may include, but is not limited to, tear sheets from magazines and newspapers,
affidavits and a copy of the spot for broadcast ads, screen shots for online ads, or a proof of posting photo for
billboards. The final report will include verification and evidence of eligible Project expenditures. And the final report
will include description and supplemental information regarding how the advertisement effectiveness was tracked and
measured.
6.4 Inspection and Audit. Grantee shall permit the Board and its duly authorized representatives to visit and inspect
any of the Grantee's properties, books and financial records related to the Project, to examine and make copies of the
books of accounts and other financial records , and to discuss the affairs, finances and accounts with, and to be
advised as to the same by, its officers, and independent public accountants (and by this provision Grantee authorizes
such accountants to discuss with the Board and the Board's duly authorized representatives the finances and affairs of
the Grantee) at such reasonable time and reasonable intervals as the Board may designate.
6.5 Compliance with Laws. Grantee, its employees, agents, and subcontractors shall comply with all applicable
federal, state, and local laws, rules, ordinances, regulations and orders including without limitation, all laws applicable
to the prevention of discrimination in employment and the use of targeted small businesses as subcontractors or
suppliers. The Grantee, its employees, agents and subcontractors shall also comply with all federal, state and local
laws regarding business permits and licenses that may be required to carry out the work performed under this
Agreement. Grantee may be required to submit its affirmative action plan to the Department of Management to comply
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Marketing Agreement Number: 09-MKT-010,Waterloo Center for the Arts '
with the requirements of 541 IAC chapter 4.
6.6 Use of Grant Funds. Grantee shall use Grant funds extended under this Agreement solely for the purposes set
forth in Article 3.
6.7 Notice of Proceedings. Grantee shall promptly notify the Board of the initiation of any claims, lawsuits, or other
proceedings brought against Grantee which would adversely impact the Project.
6.8 Accounting Records. Grantee is required to 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
Board. These records shall be available to Board or its internal or external auditors, the Auditor 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
Agreement duration and any extensions thereof, and for three (3)full years from this Agreement is closed out by
Board.
6.9 Indemnification. Grantee shall indemnify, defend and hold harmless the Board, 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:
a) Any claim, demand, action, citation or legal proceeding arising out of or resulting from the Project;
b) Any claim, demand, action, citation or legal proceeding arising out of or resulting from a breach by Grantee of
any representation or warranty made by the Grantee in this Agreement;
c) Any claim, demand, action, citation or legal proceeding which results from an act or omission of Grantee or
any of their agents in its or their capacity as an employer of a person.
ARTICLE 7
EVENTS OF DEFAULT AND REMEDIES
7.1 Events of Default. Any one or more of the following shall constitute an "Event of Default"hereunder:
(a) Noncompliance with Agreement. Default in the observance or performance of any other provision of this
Agreement; or
(b) Material Misrepresentation. Any representation or warranty made by the Grantee in this Agreement or in
any statement or certificate furnished by it pursuant to this Agreement, or made in its application for CAT marketing
funds, or in connection with any of the above, proves untrue in any material respect as of the date of the issuance or
making thereof; or
(c)Adverse Change in Financial Condition. Any change shall occur in the financial condition of the Grantee
which would have a material adverse effect on the ability of the Grantee to perform under this Agreement; or
(d) Bankruptcy or Similar Proceedings Initiated. Grantee becomes subject to any bankruptcy or insolvency
proceeding under federal or state law to the extent allowed by applicable federal or state law including bankruptcy
laws; Grantee terminates or suspends its business; or the Board reasonably believes that Grantee has become
insolvent or unable to pay its obligations as they accrue consistent with applicable federal or state law;
7.2 Notice of Default and Opportunity to Cure. If Board has reasonable cause to believe that an Event of Default
has occurred under this Agreement the Board shall issue a written Notice of Default to the Grantee, setting forth the
nature of the alleged default in reasonable specificity, and providing therein a reasonable period time, from the date of
the Notice of Default, in which the Grantee shall have an opportunity to cure, provided that cure is possible and
feasible.
7.3 Default Remedies. If the breach or noncompliance is not remedied by the date of the written notice, the Board
may do any of the following:
(a) Suspend pending disbursements and terminate further disbursements of Grant funds.
(b) Declare the total amount of Grant funds disbursed to be forthwith due and payable, including any and
fees, charges and other amounts payable under this Agreement. The total amount due shall be and
become immediately due and payable without further demand, presentment, protest or notice of any kind.
(c) Immediately terminate this Agreement without additional written notice.
(d ) Enforce the terms and conditions of this Agreement and seek any legal or equitable remedies.
7.4 Expenses. Grantee agrees to pay to the Board all expenses reasonably incurred or paid by Board including
reasonable attorneys'fees and court costs, in connection with any Default or Event of Default by the Grantee or in
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, Marketing Agreement Number: 09-MKT-010,Waterloo Center for the Arts
connection with the enforcement of any of the terms of this Agreement.
ARTICLE 8
MISCELLANEOUS
8.2 Choice of Law and Forum; Governing Law.
(a) 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 jurisdiction and jurisdiction lies only in a United States District
Court, the matter shall be commenced in the United States District Court for the Southern District of Iowa, Central
Division.
(b) 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 Board, the State of Iowa or its members, officers, employees or agents.
(c)This Agreement and the rights and duties of the Parties hereto shall be governed by, and construed in
accordance with the internal laws of the State of Iowa without regard to principles of conflicts of laws.
8.3 Agreement Amendments. The Agreement may only be amended if done so in writing and signed by the Grantee
and the Board.
8.4 Notices. All notices hereunder shall be in writing and shall be given to the relevant party at its address, or e-mail
address or fax number as set forth on the first page of this Agreement. Each such notice, request or other
communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number
specified and a confirmation of such facsimile has been received by the sender, (ii) if given by e-mail, when such e-
mail is transmitted to the e-mail address specified and a confirmation of such e-mail has been received by the sender,
(iii) if given by mail, five (5) days after such communication is deposited in the mail, certified or registered with return
receipt requested, addressed as aforesaid or (iv) if given by any other means, when delivered at the addresses
specified.
8.5 Headings. Article headings used in this Agreement are for convenience of reference only and are not a part of
this Agreement for any other purpose.
8.6 Waivers. No waiver by 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 Board shall preclude future
exercise thereof or the exercise of any other right or remedy.
8.7 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.
8.8 Survival of Representations. All representations and warranties made herein or in any other Agreement
document or in certificates given pursuant hereto or thereto shall survive the execution and delivery of this Agreement
and the other Agreement documents and shall continue in full force and effect with respect to the date as of which they
were made until all of Grantee's obligations or liabilities under this Agreement have been satisfied.
8.9 Severability of Provisions. Any provision of this Agreement which is unenforceable in any jurisdiction, shall, as
to such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions
hereof or affecting the validity or enforceability of such provision in any other jurisdiction. All rights, remedies and
powers provided in this Agreement or any other Agreement document may be exercised only to the extent that the
exercise thereof does not violate any applicable mandatory provisions of law, and all the provisions of this Agreement
and any other Agreement document are intended to be subject to all applicable mandatory provisions of law which
may be controlling and to be limited to the extent necessary so that they will not render this Agreement or any other
Agreement document invalid or unenforceable.
8.10 Nonassignment. This Agreement may not be assigned by Grantee without prior written consent of the Board.
8.11 Termination. This Agreement may be terminated in the following circumstances: (a)As a result of the
Grantee's unremedied default under this Agreement; (b)As a result of the termination or reduction of funding to Board;
(c) upon written mutual, written agreement of Board and Grantee.
8.12 Integration. This Agreement contains the entire understanding between the Grantee and Board 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 nonbinding, void and of no effect. Neither of the Parties has relied on any such prior
representation in entering into this Agreement.
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Marketing Agreement Number: 09-MKT-010,Waterloo Center for the Arts
•
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 this Agreement and have caused their duly authorized representatives to execute this Agreement,
effective as of the latest date below(the "Contract Effective Date"):
FOR THE BOARD:
BY:
dre Anderson, Vision Iowa Board Chairman
YZ a d
Dat
FOR THE GRANTEE:
BY:
, 2/010g1
Signature
<chw �arlokv, (Dttrld 1 i0 114 Olrec-ray
Printed Name and Title
o3 20 0 / 1/u-t/ - Y)/ay e
ate
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