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HomeMy WebLinkAbout2025-09-02 I01E_01 28E Agreement_Skate DSMAGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: September 2, 2025 AGENDA ITEM:Consideration of approval of a resolution approving 28E Agreement with Skate DSM, Inc. FORMAT:Consent Agenda SYNOPSIS INCLUDING PRO & CON: The proposed agreement outlines the obligations of the City and Skate DSM, Inc. FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS:$5,000.00 COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: RECOMMENDATION: Approve the resolution. ATTACHMENTS: I. Proposed Resolution II. Agreement PREPARED BY:Becky Schuett REVIEWED BY: PUBLIC NOTICE INFORMATION – NAME OF PUBLICATION: DATE OF PUBLICATION: I1E1 THE CITY OF WAUKEE, IOWA RESOLUTION 2025- APPROVING 28E AGREEMENT WITH SKATE DSM, INC. IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA WHEREAS, the City of Waukee, Dallas County, State of Iowa, is a duly organized Municipal Organization; AND, WHEREAS, Skate DSM, Inc. (“Agency”) is a private agency as defined in Iowa Code Section 28E.2, and is a nonprofit corporation duly formed and existing pursuant to the laws of the State of Iowa; AND, WHEREAS, the City of Waukee, Iowa (“City”) is a public municipal corporation duly formed and existing pursuant to the laws of the State of Iowa and is a public agency as defined in Iowa Code Chapter 28E; AND, WHEREAS, the City and Agency desire to enter into an agreement pursuant to Iowa Code Chapter 28E creating a cooperative contractual relationship to ensure that physical fitness opportunities, training and outlets are available to residents within the City and assure the endeavor serves this very important public purpose; AND, WHEREAS, pursuant to Iowa Code Chapter 28E, the Agency and City believe the fulfillment generally of such an Agreement is in the best interest of the citizens of the City, and the City believes such an Agreement is in accord with the public purposes and provisions of the applicable State and local laws and requirements under which such an Agreement would be undertaken and under which Skate DSM, Inc., is being assisted. NOW THEREFORE BE IT RESOLVED by the City of Waukee City Council that the 28E Agreement between Skate DSM, Inc., and the City of Waukee, Iowa, should be and the same is hereby approved and shall commence upon execution by both parties. Passed by the City Council of the City of Waukee, Iowa, and approved this the 2nd day of September, 2025. ____________________________ Courtney Clarke, Mayor Attest: ___________________________________ Rebecca D. Schuett, City Clerk RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN R. Charles Bottenberg Chris Crone Rob Grove Anna Bergman Pierce Ben Sinclair 1 28E AGREEMENT BETWEEN SKATE DSM, INC. AND THE CITY OF WAUKEE, IOWA THIS 28E AGREEMENT (“Agreement”), dated the ____ day of _____________, 2025, is by and between the Skate DSM, Inc (“Agency”) and the CITY OF WAUKEE, IOWA (“City”). WHEREAS, the Agency is a private agency as defined in Iowa Code Section 28E.2, and is a nonprofit corporation duly formed and existing pursuant to the laws of the State of Iowa; and WHEREAS, the City is a public municipal corporation duly formed and existing pursuant to the laws of the State of Iowa and is a public agency as defined in Iowa Code Chapter 28E; and WHEREAS, Iowa Code Chapter 28E authorizes public agencies to enter into agreements for joint or cooperative action with public or private entities; and WHEREAS, the Agency is a not-for-profit organization dedicated to promoting and advancing the sport of safe skateboarding among adults and youth across the metropolitan area to assist in the increase in physical exercise, fitness, social interaction, competition, and development of motor skills; and WHEREAS, the Agency seeks to promote participation by Waukee residents in their organization and the sport of skateboarding to educate the public relative to the sport and provide training to residents that are interested in the sport and the various benefits associated with participation; and WHEREAS, the Agency and the City desire to enter into an agreement pursuant to Iowa Code Chapter 28E creating a cooperative contractual relationship to ensure that additional physical fitness opportunities, training and outlets are available to residents within the City and assure the endeavor serves this very important public purpose. NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement the Agency and the City agree as follows: 1. Purpose. The purpose of this Agreement is to provide for the terms and conditions on which the City will make resources available to the Agency, and the Agency will utilize allocated resources to promoting and advancing the sport of safe skateboarding among adults and youth across the metropolitan area to assist in the increase in physical exercise, fitness, social interaction, competition, and development of motor skills for the enjoyment of Waukee Residents and the general public (hereinafter referred to as “Purpose”). This Agreement is being made in furtherance of the respective obligations of the City and the Agency to use public funds for public purposes and is intended to maximize efficiencies in that regard. 2.Duration. The term of this Agreement will commence upon the date the Agreement is filed with the Secretary of State following approval and execution by both parties. This 14 August 2 Agreement will thereafter remain in effect until it is terminated pursuant to the termination provisions set forth herein. 3.Administration. No separate legal or administrative entity or joint board will be established by this Agreement. The City Administrator of the City and the Director of the Agency will be designated as the administrators of the Agreement for the purpose of Iowa Code Section 28E.6. No joint budget will be established or maintained for the purpose of carrying out the terms of this Agreement. 4.City Participation. The City may participate by providing funds to the Agency to be held in a separate account to be used for costs and expenses incurred by the Agency for the Purpose. 5.Agency Services. The Agency will make available its employees and volunteers involved with the Agency to further the purpose as provided in this agreement, at no cost to the City. A.The Agency will hold a giveaway event specifically for Waukee residents to promote the sport and give away 50 new skateboards and helmets, supervise and educate residents relative to the sport and the safe participation in the activity of skateboarding. B.The Agency shall also utilize, at no cost to the City, the buildings/office facilities it has access to for the purpose of fulfilling the Purpose set forth in this agreement. C.The Agency will provide the City annual reports reflecting at the minimum the following: Number of Waukee residents utilizing the Agency’s service Number of hours facility was open for use. Income statement with total revenues and expenses for operation An accounting of the purchase and giveaway to Waukee residents of 50 skateboards and helmets. D.All funds received from the City should be maintained in a segregated account by the Agency and should be fully utilized for costs and expenses incurred in connection with the Agency’s fulfillment of the Purpose provided in this agreement. E.Upon request by the City, the Agency shall make available an accounting of funds received and expended in connection with this Agreement and pursuant to the program. 3 F.The Agency will carry workers compensation insurance covering its employees and if necessary, volunteers, in amounts established by law. G.The Agency’s employees, volunteers and staff members shall be the Agency’s responsibility and shall be in no way considered employees, staff members or volunteers of the City. H.The Agency will carry liability insurance for the protection of the Agency arising out of any acts or other occurrences on its property in any way arising from the performance, or non-performance, of their obligations under this Agreement. The Agency’s liability policies will have limits of not less than $_______ per occurrence and $____________ aggregate. 6.Termination. A.Termination with or without cause. Either party may terminate this Agreement at any time with or without cause by giving written notice to the other party, provided that written notice of the termination is given by the terminated party to the non- terminating party at least 30 days prior to the effect of the termination. B.Agreement to terminate. This Agreement may also be terminated at any time by written agreement of the parties. C.Disposition of property upon termination. Upon termination of this Agreement, any monetary proceeds received by the Agency and being held by the Agency shall be returned to the City. No real or personal property will be acquired or held for the purposes of this Agreement, except to the extent provided herein as it pertains to the return of monetary proceeds remaining as of the date of the termination. The Agency and the City will retain sole possession and use of its respective property. 7.Compliance. Each party agrees that it will comply with all Federal, State and Local laws and regulations applicable to its performance under this Agreement. 8.Status of the parties. It is expressly understood and agreed by the parties that nothing contained in this Agreement will be construed to create a partnership, association or other affiliation or like relationship between the parties, being specifically agreed that their relation is and will remain that of independent parties to a cooperative contractual relationship. In no event with neither party be liable for the debts or obligations of the other party. 9.Notices. All notices and other communications to be given under this Agreement will be deemed given when either personally delivered or mailed by first class mail, postage prepaid, with proper address to the following addresses until otherwise notified: 4 To the Agency: Skate DSM, Inc Attn: President P.O. Box 93385 Des Moines, IA 50309 To the City: City of Waukee Attn: City Administrator 230 W. Hickman Road Waukee, IA 50263 10.Form/Law. The parties consent to the jurisdiction of the Iowa District Court in and for Dallas County for all matters relating to this Agreement and agree that this Agreement will be governed by the laws of the State of Iowa. 11.Severability. If any provision of this Agreement is held illegal or invalid, the illegality or invalidity of such provision will not affect any of the remaining provisions and this Agreement will be construed and enforced as if such illegal or invalid provision had not been contained herein. 12.Waiver. The failure of either of the parties to enforce any right or provision under this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. In addition, no waiver of a party's right or remedy will affect the other provisions of this Agreement. 13.Force Majeure. Notwithstanding anything contained in this Agreement to the contrary, neither party will be liable to the other for failure to comply with any obligation under this Agreement if such party is prevented from doing so by reason of events beyond the reasonable control of the party. 14.Assignment. Neither party may assign any right or obligation under this Agreement, in whole or in part, without the other party' s prior written consent. This Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assignees. 15.No Third Party Beneficiaries. This Agreement is entered into by and between the parties hereto for their benefit. There is no intent by any party to create, imply, or establish a third party beneficiary or status or rights in any person except as expressly set forth in this Agreement, and no such third party will have any right to enforce any benefit created or established under this Agreement. 16.Entire Agreement. This Agreement supersedes all previous agreements, amendments, arrangements, and understandings between the parties with respect to the subject matter hereof and constitutes the entire agreement between the parties. 5 17.Amendments. This Agreement may be amended by a written instrument approved and executed by the District and the City and filed with the Iowa Secretary of State in accordance with Iowa Code Section 28E.8. IN WITNESS WHEREOF, this Agreement has been approved by appropriate action and duly executed by the parties on the dates written below. Skate DSM, INC. CITY OF WAUKEE ___________________________ ________________________ By: _________ By: Courtney Clarke Its: President Its: Mayor Date: ____________________ Date: ____________________ ATTEST ATTEST ________________________ ________________________ By: _______________ By: Rebecca D. Schuett Its: _______________ Its: City Clerk Date: ____________________ Date: ____________________ Norm Sterzenbach August 14, 2025