28-E Agreement
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Joint Agreement For The
Operation And Maintenance Of The
American Gothic House Center
THIS AGREEMENT is made and executed this _____ day of _____________, 2010, by and between WAPELLO COUNTY, IOWA, (hereinafter referred to as the “COUNTY”) and THE CITY OF ELDON, IOWA, (hereinafter referred to as the “CITY “).
WITNESSETH:
WHEREAS, the CITY has applied for and received a grant from the Vision Iowa Board pursuant to Iowa Code Chapter 15F which contract is dated November 12, 2003 and
WHEREAS, this contract is for the sum of One hundred, fifty thousand ($150,000.00) dollars to the CITY to assist in the funding of the construction of the American Gothic House Center (hereinafter referred to as the “CENTER”), and
WHEREAS, both the CITY and the COUNTY, by resolution, accepted and endorsed the requirements for each entity established by the Vision Iowa Board as a condition of the provision of the grant and
WHEREAS, by Resolutions adopted by the parties hereto, the provisions of this agreement have been approved by the City Council of the CITY, and the Board of Supervisors for the COUNTY, and the execution of this agreement duly authorized.
NOW, THEREFORE, IT IS AGREED:
Section 1. PURPOSE. The purpose of this agreement is to set forth the terms and conditions under which the parties will do any and all things necessary for the operation and maintenance of the Visitor’s Center and surrounding property, including responsibility for its management, allocation of revenues and expenses, ownership, maintenance and staffing.
Section 2. JOINT BOARD. No separate legal or administrative entity shall be established in order to administer this agreement or the CENTER. No administrator is designated for this joint cooperative undertaking; instead, a joint board shall be responsible for administering the CENTER as required by Section 28E.6, Code of Iowa. The joint board shall include two representatives of the CITY and two representatives of the COUNTY, and a fifth representative shall be selected by the appointed representatives of the CITY and COUNTY to fill the fifth position on the joint board.
Section 3. FINANCIAL OBLIGATIONS. The CITY agrees to expend funds received in accordance with the terms and conditions of its agreement with the Community Attraction and Tourism Program Grant Agreement entered with the Vision Iowa Board and dated November 12, 2003. Both the CITY and COUNTY agree to comply with the terms and conditions of the resolutions enacted by said entities in compliance with the contingencies required by the Vision Iowa Board and its contract. The joint board shall not incur or issue any revenue bonds or other obligations until authorized by resolution duly adopted by the Board of Supervisors of the COUNTY and the City Council of the CITY.
Section 4. PROFESSIONAL SERVICE AGREEMENTS. The CITY and COUNTY do hereby empower the joint board to proceed to engage any professional services necessary to operate and maintain the CENTER. The CITY shall engage the services of an architect/engineer, attorney and any other professional necessary to construct the CENTER. Any operation and maintenance costs and expenses, including associated legal, engineering/architectural, administrative and financing costs, shall be the responsibility of the COUNTY.
Section 5. OWNERSHIP AND OPERATION OF THE CENTER. The ownership of the property and the building utilized for the CENTER shall remain the property of the CITY. The responsibility for operation of the CENTER shall be placed with the COUNTY. The COUNTY may delegate the day-to-day operation of the CENTER to a COUNTY department such as the Wapello County Conservation Board. All revenues generated by the CENTER, including revenues from any gift shop, facility rentals, reservations, galleries and/or outdoor events will be retained by the COUNTY. All expenses for operation of the CENTER, including utilities, staff salaries and benefits, equipment and supplies, will be the responsibility of the COUNTY. This includes the City water/garbage bill. All payments for the expenses relating to this agreement documented above shall be made by the end of each month. The Wapello County Board of Supervisors shall have the final authority on operational spending for the CENTER. A separate department will be created within the Wapello County Budget for the CENTER. All revenues and expenditures will be administered the same as the Wapello County Budget after approval of the 28E Board. A budget created by the 28E Joint Board will be presented to the Wapello County Board of Supervisors no later than January 15th of each year.
Section 6. MAINTENANCE OF THE PROPERTY.
- Mowing: The CITY shall be responsible for all mowing of the grounds, and shall establish a regular schedule in which the mowing shall be done. Both the CITY and COUNTY recognize the importance of maintaining the grounds in an aesthetically pleasing manner, and the CITY agrees that it will mow the grass at least every other week during the mowing season.
- Plowing/Sanding: The CITY shall be responsible for plowing snow from the CENTER’S parking lot, and applying sand/salt as necessary to ensure the safety of the CENTER’S visitors. These services shall be performed by 10:00 AM prior to the CENTER’S opening that day, unless extenuating circumstances exist which will necessitate a delay.
- Signage: The COUNTY agrees to provide signage for the CENTER directing traffic back to Highway 16 from the CENTER at the COUNTY’S expense. The CITY agrees to have the same signage installed at the CITY’S expense.
- Erosion: The CITY agrees to be responsible for any and all expenses relating to any erosion problems, now or into the future, along the trail.
- Landscaping: The COUNTY agrees to be responsible for any and all expenses relating to the maintenance of all the flower beds at the CENTER. Such expenses include, but are not limited to, weed management, mulching and pre-emerge issues. If, at some time into the future, the COUNTY becomes unable to maintain the flower beds, then both the COUNTY and CITY agree that the flower beds may be plowed up and reseeded in grass.
- Guardrail: The CITY agrees to install a guardrail where the road closed near the CENTER at the CITY’S expense.
- Physical Structure – major repair and maintenance: Both CITY and COUNTY agree to include in their respective annual budgets an allowance for a special fund of one-thousand, five-hundred dollars, ($1,500.00), to be used for any major repair or replacement of the physical building structure. The COUNTY will be responsible for maintaining the special fund. Both CITY and COUNTY agree that their respective annual contributions of one-thousand, five-hundred dollars, ($1,500.00), shall continue until such time as there exists a minimum balance in said account of thirty-thousand dollars ($30,000.00). Both CITY and COUNTY agree that said account shall be maintained at a minimum balance of thirty-thousand dollars ($30,000.00) through the CITY and the COUNTY’S respective contributions, once that minimum balance is attained.
Section 6. PROPERTY ACQUISITION. The CITY holds all real estate necessary to construct, operate and maintain the CENTER. All real property shall remain in the name of the CITY, and the CENTER shall also remain the property of the CITY. While this Agreement remains in effect, the CITY may not sell or assign the real estate or CENTER without approval of the COUNTY.
Section 7. CONSTRUCTION. The CITY shall cause contracts to be let in accordance with all state, Community Attraction and Tourism Program and government requirements to construct the CENTER.
Other than the requirements agreed to by the COUNTY pursuant to resolution for the contingencies set for in the Vision Iowa Award, the COUNTY shall have no further responsibility for construction expenses.
Section 8. USE OF CENTER. The CITY agrees to adopt and enforce such ordinances as may be required to regulate the use of the CENTER.
Section 9. FEES AND CHARGES. As long as this agreement is in effect, the joint board shall establish rates or charges for any services provided by the COUNTY.
Section 10. INSURANCE. The CITY shall provide that its insurance policy shall apply to the construction, operation and maintenance of the CENTER and surrounding property to cover losses included under the CITY’S ICAP insurance policy generally covered in the Insurance Services Office Broad Form Causes of Loss, (formerly fire and extended coverage). The COUNTY shall maintain secondary general liability insurance, and shall maintain insurance to cover liability arising from premises operations, independent contractors and volunteers, personal injury and employment claims. To the extent permitted by their policies the CITY and COUNTY waive all rights of recovery against each other.
Section 11. DURATION. This agreement shall become effective from and after the date on which it is recorded with the Iowa Secretary of State and Wapello County Recorder, and shall continue in effect until terminated in the manner hereinafter provided.
Section 12. AMENDMENT AND TERMINATION. The term of this agreement granted by the parties and the rights granted thereunder shall continue indefinitely, until terminated by the parties by mutual consent or in the manner set forth below. In no event shall this Agreement be terminated during the period of ten (10) years from and after the date of closing of any loans or obligations issued or other indebtedness incurred by the CITY for this project, so long as said loans, obligations or other indebtedness remain outstanding and unpaid. After the ten (10) year period set forth above, either party may terminate this Agreement only for good cause, by providing written notice in writing to the other party as constituting good cause. The parties agree that a dispute over whether good cause has been established will be subject to the Arbitration provisions of Section 17 below. Termination for any other reason shall constitute a default in the performance of the terms and conditions of this agreement. Subject to the foregoing, any other amendment of the agreement shall be by the same procedures by which this agreement was approved and executed.
Section 13. DEFAULT. If either party fails to timely perform any term or condition of this agreement, the other party shall have the right and option to terminate this agreement and the defaulting party agrees to assume all outstanding indebtedness and reimburse the other for any expenses incurred in connection with the performance of this agreement, including attorney fees and costs relating to the enforcement hereof. The parties shall also be entitled to utilize any and all other remedies or actions at law or in equity available to them.
Section 14. TIME IS OF THE ESSENCE. Time is of the essence in this contract.
Section 15. SEVERABILITY. If any one or more of the provisions of this agreement are declared unconstitutional or contrary to the law, the validity of the remainder thereof shall not be thereby affected.
Section 16. AUTHORIZATION. Wapello County signs this Agreement by authority of a resolution duly adopted by the respective Wapello County’s Board of Supervisors; and the City of Eldon, Iowa signs this agreement by authority of a resolution duly adopted by its city council or other governing board of such municipality. This agreement may be signed in counterparts.
Section 17. ARBITRATION. In the event that any disputes arise in the interpretation of this agreement, the parties agree that a disinterested arbitrator may be hired by agreement of the parties to issue a binding decision. It is the intent of the agreement that recourse to arbitration shall be a mandatory condition precedent to the invocation of a judicial remedy or judgment and that such arbitration shall be final and binding upon the parties thereto save and accept only as the law requires.
Section 18. PRIOR AGREEMENTS SUPERCEDED. This Agreement supersedes prior Joint Agreements between the parties dated March 29, 2002 and December 20, 2005.
IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written.
WAPELLO COUNTY, IOWA CITY OF ELDON, IOWA
By: By:
Greg Kenning, Chairperson Shirley Stacey, Mayor
By: By:
Kelly Spurgeon, Auditor Carrie Teninty, City Clerk
(County Seal) (City Seal)
STATE OF IOWA, COUNTY OF WAPELLO
On this _____ day of _________ 2009, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared David Bowen and Carrie Teninty, to me personally known, and, who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Eldon, Iowa; that the seal affixed to the foregoing instrument is the corporate seal of the corporation, and that the instrument was signed and sealed on behalf o the corporation, by authority of its City Council on the _____ day of __________ 2009, and that David Bowen and Carrie Teninty acknowledged the execution of the instrument to be their voluntary act and deed and the voluntary act and deed of the corporation, by it voluntarily executed.
Notary Public in and for the State of Iowa
STATE OF IOWA, COUNTY OF WAPELLO
On this _____ day of _________ 2009, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared Jerry Parker and Kelly Spurgeon, to me personally known, and, who, being by me duly sworn, did say that they are the Chairperson for the Board of Supervisors and County Auditor, respectively, of Wapello County, Iowa; that the seal affixed to the foregoing instrument is the corporate seal of the corporation, and that the instrument was signed and sealed on behalf o the corporation, by authority of its Board of Supervisors on the _____ day of __________ 2009, and that Jerry Parker and Kelly Spurgeon acknowledged the execution of the instrument to be their voluntary act and deed and the voluntary act and deed of the corporation, by it voluntarily executed.
Notary Public in and for the State of Iowa