Loading...
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