HomeMy WebLinkAbout2021-11-01-J01E_01 28E Agr_Iowa Confluence Water TrailsAGENDA ITEM:
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: November 1, 2021
AGENDA ITEM:Consideration of approval of a resolution approving 28E Agreement
between Iowa Confluence Water Trails, Inc., and the City of Waukee,
Iowa
FORMAT:Consent Agenda
SYNOPSIS INCLUDING PRO & CON: The Iowa Confluence Water Trails Inc. is developing
and managing a series of physical improvements on central Iowa
waterways and implementing a marketing plan to promote their use. The
City of Waukee does not have any navigable waterways but supports the
regional efforts. The resolution approves an agreement between the City
of Waukee and Iowa Confluence Water Trails Inc. whereby the City of
Waukee will make an annual payment of $5,000 to the marketing efforts
of Iowa Confluence Water Trails Inc. The City of Waukee has no
obligations beyond this annual payment.
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS:$5,000/year
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT: City staff recommends approval of the agreement.
RECOMMENDATION: Approve the resolution.
ATTACHMENTS: I. Proposed Resolution
II. 28E Agreement
PREPARED BY:City Administrator Tim Moerman
REVIEWED BY:
PUBLIC NOTICE INFORMATION –
NAME OF PUBLICATION:
DATE OF PUBLICATION:
J1E1
THE CITY OF WAUKEE, IOWA
RESOLUTION 2021-
APPROVING 28E AGREEMENT BETWEEN IOWA CONFLUENCE WATER TRAILS,
INC., AND THE CITY OF WAUKEE, IOWA
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, Iowa Confluence Water Trails, Inc., is developing and managing a series of
physical improvements on central Iowa waterways and implementing a marketing plan to
promote their use; AND,
WHEREAS, while the City of Waukee does not have any navigable waterways, the Waukee
City Council supports the development of regional recreational facilities and activities for the
benefit of citizens, businesses and visitors in our community and the greater Des Moines
metropolitan area; AND,
WHEREAS, Iowa Code Chapter 28E authorizes public agencies to enter into agreements for
joint or cooperative action with public or private entities;
NOW THEREFORE BE IT RESOLVED by the City Council of the City of Waukee that the
28E Agreement between Iowa Confluence Water Trails, Inc., and the City of Waukee is hereby
approved.
Passed by the City Council of the City of Waukee, Iowa, and approved the 1st day of November,
2021.
____________________________
Courtney Clarke, Mayor
Attest:
___________________________________
Rebecca D. Schuett, City Clerk
RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN
Anna Bergman Pierce
R. Charles Bottenberg
Chris Crone
Larry R. Lyon
Ben Sinclair
1
28E AGREEMENT BETWEEN
IOWA CONFLUENCE WATER TRAILS, INC,
AND THE CITY OF WAUKEE, IOWA
THIS 28E AGREEMENT (“Agreement”), dated the ____ day of _____________, 2021,
is by and between the IOWA CONFLUENCE WATER TRAILS, 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 furthering the
development and operation of a regional water trails system in the metropolitan area; and
WHEREAS, Waukee supports the development of recreational facilities and activities
that assist to facilitate the development and operation of the same for the benefit of citizens and
businesses in our community; and
WHEREAS, the City desires to assure that its available recreational opportunities are
developed and operated are available for the citizenry, and visitors to our area to experience, use
and enjoy; 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 facilitate and serve 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 may make resources available to the Agency, and the Agency will utilize
allocated resources to hold, organize, sponsor and promote the development and
operation of a water trail system in the area for the enjoyment of Waukee Residents
and the general public. 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
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 five thousand dollars
($5,000) annually to the Agency to be used for costs and expenses incurred by the
Agency in the in the furtherance of the development and operation of a water trails
system in the area. This agreement does not obligate the City to make any
contributions to the Agency. The purpose of the agreement is to provide the
framework and purpose for which any discretionary contribution by the City to the
Agency is to be used by the Agency.
5.Agency Services. The Agency will make available its employees and volunteers
involved with the Agency’s activities which shall include:
i. Assist in the coordination and facilitation of the development of the network of trails
that are seamless and cohesive and assist in the development of applicable design
standards, signage, public art, maintenance, operations, vendors/outfitters, safety;
ii. Undertake and facilitate public education concerning the importance the development
and operation of a water trails system and the benefits to the communities and citizens
in Waukee and the Metropolitan area as a whole;
iii. Assist in the development and implementation of a water trails network marketing
strategy;
iv. Coordinate regional water trails events;
v. 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.
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.
3
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:
To the Agency:
501 SW 7th Street, Suite G
Des Moines, IA 50309
ATTN: Maggie McClelland, Project Manager,
515-452-0039,
maggie@greatoutdoorsfoundation.org
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
4
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.
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.
[Signature pages follow.]
5
CITY OF WAUKEE, IOWA
By:______________________________
Courtney Clarke, Mayor
Attest: ___________________________
Rebecca D. Schuett, City Clerk
Date:______________________, 2021
STATE OF IOWA )
) ss:
COUNTY OF DALLAS )
On this _____ day of _________________, 2021, before me the undersigned, a Notary Public
in and for the State of Iowa, personally appeared Courtney Clarke and Rebecca D. Schuett, to me
personally known, who, being by me duly sworn, did say that they are the Mayor and City Clerk,
respectively, of the City of Waukee, Iowa; that the instrument was signed and sealed on behalf of
the City by authority of its City Council, as contained in Resolution No. ______ passed by the City
Council on the _____ day of ______________, 2021, and that Courtney Clarke and Rebecca D.
Schuett, as such officers, acknowledged the execution of the instrument to be the voluntary act and
deed of the City, by it and by them voluntarily executed.
____________________________________
Notary Public in the State of Iowa
6
IOWA CONFLUENCE WATER TRAILS, INC
By:______________________________
_______________, Board Chair
Date:_______________________, 2021
STATE OF IOWA )
) ss:
COUNTY OF POLK )
On this __ day of _____________, 2021, before me, the undersigned, a Notary Public in the State
of Iowa, personally appeared ____________________ and _____________________, to me
personally known, and who, being by me duly sworn did state that they are the Board Chairperson
and_____________________, of the IOWA CONFLUENCE WATER TRAILS, INC, that such
entity has no seal and that instrument was signed on behalf of the IOWA CONFLUENCE WATER
TRAILS, INC, by authority of its Board, on the __ day of ___________, 2021, and that
__________ and __________ acknowledged the execution of the instrument to be a voluntary act
and deed of the Board, by it and by them voluntarily executed.
____________________________________
Notary Public in the State of Iowa