28E Agreement with Dubuque County Conservation Board, Iowa Dept. of Natural Resources, and Friends of the Mines of SpainCity of Dubuque
City Council Meeting
Action Items # 1.
Copyrighted
November 1, 2021
ITEM TITLE: Approval of 28E Agreement Between the City of Dubuque, Dubuque
County Conservation Board, Iowa Department of Natural Resources,
and the Friends of the Mines of Spain
SUMMARY: City Manager recommending City Council approval of the 28E
Agreement between the City of Dubuque, Dubuque County
Conservation Board, Iowa Department of Natural Resources, and the
Friends of the Mines of Spain for the Mines of Spain Recreation Area
and E.B. Lyons Interpretive Center.
SUGGESTED Suggested Disposition: Receive and File; Approve
DISPOSITION:
ATTACHMENTS:
Description
Mines of Spain 28E Agreement-MVM Memo
Staff memo
28E AGREEMENT BETWEEN THE CITY OF
DUBUQUE, THE DUBUQUE COUNTY
CONSERVATION BOARD, THE IOWA
DEPARTMENT OF NATURAL RESOURCES, AND
THE FRIENDS OF THE MINES OF SPAI N FOR
THE MAINTENANCE AND OPERATION OF THE
MINES OF SPAI N RECREATION AREA
Type
City Manager Memo
Staff Memo
Supporting Documentation
THE CITY OF
Dubuque
DUB TEE
All -America City
Masterpiece on the Mississippi
� pp
zoo�•*o 13
zoi720zoi9
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Approval of 28E Agreement Between the City of Dubuque, Dubuque
County Conservation Board, Iowa Department of Natural Resources, and
the Friends of the Mines of Spain
DATE: October 25, 2021
Leisure Services Manager Marie Ware recommends City Council approval of the 28E
Agreement Between the City of Dubuque, Dubuque County Conservation Board, Iowa
Department of Natural Resources, and the Friends of the Mines of Spain for the Mines
of Spain Recreation Area and E.B. Lyons Interpretive Center.
The 28E Agreement outlines what each partner has committed to the partnership.
The City currently has funding budgeted to cover the half the personnel and operating
costs of the partnership outlined. The City would also take on the capital costs related
to the E.B. Lyons Interpretive Center and parking lots and would budget for capital
improvements. The City owns the building and its improvements. In the agreement the
Dubuque County Conservation Board would have office space and full use of the
building and all its contents.
Dubuque County Conservation would hire and manage a full-time naturalist to be based
out of the E.B. Lyons Interpretive Center and place one other full-time staff member at
the Center. This will increase the number of hours the Center is open as well as
interpretive, nature programming both inside and outside the Center. The budget for
the Center will be shared between the County and the City.
The Dubuque County Conservation Board recently completed and adopted
Comprehensive Park Master Plan that included tremendous public input. Citizens
weighed in on the importance of environmental education. The Dubuque County
Conservation Board is also an expert at environmental education, this is an important
component to this partnership. This partnership established in the 28 E Agreement
helps to meet the vision, mission, guiding principles and more of their newly adopted
Comprehensive Plan. The entire plan is found at
https://www.dubuguecountyiowa.gov/176/Comprehensive-Parks-Master-Plan.
The Iowa Department of Natural Resources will continue to manage and maintain the
over 1,400-acre park area in addition to the contiguous city owned land with the state
funded budget recommended by the Governor and approved by the Legislature. The
Iowa Department of Natural Resources would contribute $5000 to the partnership each
year. They will also provide staff assistance during peak programming (i.e. school field
trip time) and a seasonal interpreter to work with DCCB naturalist.
The Friends of the Mines of Spain, a 501 c3 non-profit, has been steadfast in the
recruitment of volunteers and their fundraising efforts. If not for their commitment, the
Interpretive Center would not have been built or remain open. They will continue with
that support of both Mines of Spain and the Center through this agreement. They will
continue to fundraise as the non-profit that supports both the Mines of Spain and the
Interpretive Center. As a non-profit they can also apply for grants that at times are not
available to government agencies. They will continue to promote volunteerism both
inside the Center and in the Mines of Spain recreation area for both the County and the
State. They also are active in promotion of visitation to the Mines of Spain.
An Advisory Board will be established of the partnership members to continue
communication on topics such as marketing, volunteerism, future collaborations and
more. Communication has been and will be a key to success.
Additional partnerships will continue to be pursued, like past summer camps offered by
the University of Iowa at the Center, the outdoor environmental education initiative with
the Dubuque Community School District and potential partnership with the National
Mississippi River Museum and Aquarium.
Numerous partners have come around the table in earnest since 2018 to build a new
partnership. Four main partners have been working together meeting after meeting to
be able to create an outline for a new partnership for the Mines of Spain Recreation
Area and E.B. Lyons Interpretive Center. Those four partners are the State of Iowa
Department of Natural Resources (IDNR), Dubuque County Conservation Board,
Friends of the Mines of Spain and the City of Dubuque. At these meetings the State
IDNR was represented by the then State Parks Bureau Chief, Todd Coffelt, District
Supervisor, Detra Dettman, Park Ranger, Jason Gilmore and Park Manager, Elli
Lineburg. Dubuque County Conservation Director, Brian Preston, represented Dubuque
County Conservation. Leisure Services Manager, Marie Ware represented the City.
Jennifer Tigges and Rudy Pruszko represented the Friends of the Mines of Spain.
Other potential partners for the future include the National Mississippi River Museum
and Aquarium and they were represented by Curator of Conservation Programs, Jared
McGovern.
The Friends of the Mines of Spain approved the 28 E Agreement at their October 19,
2021 meeting. The Dubuque County Conservation Board approved the 28E Agreement
at their October 21, 2021 meeting. The Dubuque County Conservation Supervisors are
set to act on the 28E Agreement the morning of November 1, 2021, with the City
Council meeting that same day in the evening. The Natural Resources Commission is
meeting on November 10, 2021, and will be acting upon the 28E at that meeting. That
meeting will conclude all approvals needed.
2
Since 2018 Leisure Services Manager Marie Ware has worked very hard to put this
partnership together to improve the customer experience and to fully utilize the available
assets. I congratulate Marie on bringing this to a successful conclusion.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
v
Micliael C. Van Milligen
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Marie L. Ware, Leisure Services Manager
3
THE CF
D�Uj__B E
Masterpiece on the Mississippi
TO: Michael C. Van Milligen, City Manager
FROM: Marie L. Ware, Leisure Services Manager
Dubuque
AIFAmMu CKY
I I
2007-2012-2013
2017*2019
SUBJECT: 28E Agreement Between the City of Dubuque, Dubuque County
Conservation Board, Iowa Department of Natural Resources, and the
Friends of the Mines of Spain Approval
DATE: October 25, 2021
INTRODUCTION
The purpose of this memorandum is to recommend approval of the 28E Agreement
Between the City of Dubuque, Dubuque County Conservation Board, Iowa Department
of Natural Resources, and the Friends of the Mines of Spain.
BACKGROUND
The Iowa Department of Natural Resources (IDNR) and the City created a partnership
which began in 1983. The IDNR's role through a joint agreement has been to manage
the land owned by the state as well as manage and maintain city -owned lands
contiguous to the Mines of State Recreation Area, 89-acres of prairie and wooded
parkland. They also have maintained and had staffed the E.B. Lyons Nature Center
which is a city owned building.
The current Mines of Spain partnership is between the City of Dubuque, the State of
Iowa Department of Natural Resources, and the Friends of the Mines of Spain
(FOMOS). The partnership has continued to grow and develop throughout the years
with addition of land and the expansion of the E.B. Lyons Interpretive Center. The
partnership currently has four agreements with one of those agreements having two
amendments.
FOMOS are a long-standing partner with the City and the IDNR. The Friends of the
Mines of Spain led fundraising for the expanded Center as well as additional park lands
added in recent years. They provide programming at the Center, donations to the
Center and lands and have provided volunteers as well. The Friends are to be
commended for their past and current commitment to the Interpretive Center and the
Recreation Area.
The IDNR in recent history has seen declining budgets which has affected staffing for
the Center and area. This led to a reduction in staffing levels and the remaining
personnel not being available to staff the E.B. Lyons Interpretive Center during its open
hours. In 2016 the full-time staffing went from three full time between Mines of Spain
Recreation Area and Bellevue State Park to two full time between the two areas. IDNR
assessed its strength and that was natural resources management. The E.B. Lyons
Center is the only interpretive center the IDNR was staffing across the entire state.
The Center since approximately 2017 and up to the beginning of COVID in March of
2020 has been staffed by volunteers of the Friends of Mines of Spain with a significantly
reduced number of hours of the Center being open. The importance of volunteer
organizations and value they provide to assist in the operations Mines of Spain, the
Center and outdoor education and recreation has been and continues to be a great
asset.
The IDNR has been maintaining and managing of the public lands and remain
committed to this role. The IDNR reached out to the City and the FOMOS as well as
partners to begin consideration of a new partnership model. This conversation began in
2016 at the urging of the IDNR because of their shrinking resources.
Numerous partners have come around the table in earnest since 2018 to build a new
partnership. Four main partners have been working together meeting after meeting to
be able to create an outline for a new partnership for the Mines of Spain Recreation
Area and E.B. Lyons Interpretive Center. Those four partners are the State of Iowa
Department of Natural Resources (IDNR), Dubuque County Conservation Board
(DCCB), Friends of the Mines of Spain (FOMOS) and the City of Dubuque (City). At
these meetings the State IDNR was represented by the then State Parks Bureau Chief,
Todd Coffelt, District Supervisor, Detra Dettman, Park Ranger, Jason Gilmore and Park
Manager, Elli Lineburg. Dubuque County Conservation Director, Brian Preston,
represented Dubuque County Conservation. Leisure Services Manager, Marie Ware
represented the City. Jennifer Tigges and Rudy Pruszko represented the FOMOS.
Other potential partners for the future include the National Mississippi River Museum
and Aquarium and they were represented by Curator of Conservation Programs, Jared
McGovern.
The first task undertaken was to develop goals of the partnership. These goals created
an agreement of what all the organizations wanted to achieve as well as measure. The
development of these shared goals matched and/or complimented the mission and/or
goals of each partner organization.
Once the goals were agreed upon, the next step was to lay out what each organization
was currently doing and the strengths of each organization. Discussions included the
importance of working together as government organizations and non -profits to come
up with an innovative way to meet the goals and share responsibilities. Each group
considered what they did best that could contribute to this potential new partnership.
This sometimes meant giving up, taking on and/or trading responsibilities. The partners
2
talked about what staff position would be the most appropriate. They examined
numerous job descriptions, duties and titles and then compared that to the goals of the
partnership. This is how it was determined a naturalist position was the best fit for the
partnership.
DISCUSSION
The 28E Agreement attached outlines what each partner has committed to the
partnership.
The City currently has funding budgeted to cover the half the personnel and operating
costs of the partnership outlined. The City would also take on the capital costs related to
the E.B. Lyons Interpretive Center and parking lots and would budget for capital
improvements. The City owns the building and its improvements. In the agreement
DCCB would have office space and full use of the building and all its contents.
Dubuque County Conservation would hire and manage a full-time naturalist to be based
out of the E.B. Lyons Interpretive Center and place one other full-time staff member at
the Center. This will increase the number of hours the Center is open as well as
interpretive, nature programming both inside and outside the Center. The budget for the
Center will be shared between the County and the City.
DCCB recently completed and adopted Comprehensive Park Master Plan that included
tremendous public input. Citizens weighed in on the importance of environmental
education. DCCB is also an expert at environmental education, this is an important
component to this partnership. This partnership established in the 28 E Agreement
helps to meet the vision, mission, guiding principles and more of their newly adopted
Comprehensive Plan. The entire plan is found at
https://www.dubuguecount i�gov/176/Comprehensive-Parks-Master-Plan.
The Iowa Department of Natural Resources will continue to manage and maintain the
over 1,400-acre park area in addition to the contiguous city owned land with the state
funded budget recommended by the Governor and approved by the Legislature. IDNR
would contribute $5000 to the partnership each year. They will also provide staff
assistance during peak programming (i.e. school field trip time) and a seasonal
interpreter to work with DCCB naturalist.
The Friends of the Mines of Spain, a 501 c3 non-profit, has been steadfast in the
recruitment of volunteers and their fundraising efforts. If not for their commitment, the
Interpretive Center would not have been built or remain open. They will continue with
that support of both Mines of Spain and the Center through this agreement. They will
continue to fundraise as the non-profit that supports both the Mines of Spain and the
Interpretive Center. As a non-profit they can also apply for grants that at times are not
available to government agencies. They will continue to promote volunteerism both
3
inside the Center and in the MOS recreation area for both the County and the State.
They also are active in promotion of visitation to the MOS.
An Advisory Board will be established of the partnership members to continue
communication on topics such as marketing, volunteerism, future collaborations and
more. Communication has been and will be a key to success.
Additional partnerships will continue to be pursued, like past summer camps offered by
the University of Iowa at the Center, the outdoor environmental education initiative with
the Dubuque Community School District and potential partnership mentioned earlier
with the National Mississippi River Museum and Aquarium.
BUDGETIMPACT
OPERATING BUDGET
The City currently has funding
budgeted to cover the half the
personnel and operating costs of the
partnership outlined in the draft budget
to the right.
The City as a part of the 28E
Agreement will also be responsible for
the capital costs related to the E.B.
Lyons Interpretive Center and parking
lots. These would be budget for in the
Leisure Services capital improvements
budget.
The chart below shows the upcoming
capital improvements that will be
necessary in the next 5 years.
Currently the Leisure Services
Department has budgeted to repair the
drainage issues and slope remediation
by the access drive on the west side of
the E.B. Lyons Center.
The chart below shows other financial
commitments from partners.
Personnel Expense
Naturalist Salary and Benefits
$
64,358
Uniform
$
300
Computer and Cell purchase
$
3,000
Yr 1 cast & replace later
Operating Expense
Program Supplies
$
4,200
Animal Care
$
1,150
Building Supplies
$
525
Internet
$
960
Phone
$
1,300
Utilities
$
14,000
Water Test
$
420
Elevator expenses
$
1,950
Alarm expenses
$
750
Contractor repair expense
$
1,000
Building insurance
$
2,900
Window clean contract
$
1,250
Total Personnel & Operating Expense
$
98,063
Administrative Overhead
Total Personnel and Operating X 20%
$
19,613
Total Partnership Expenses
$
117,676
Revenue
Rental of pavillion & meeting roam
$
500
City of Dubuque
$
56,100
Iowa Department of Natural Resources
$
5,000
❑ubuque Country Conservation Board
$
56,10o
Total Partnershi p Revenue
$
117,700
12
OTHER PARTNERSHIP FINANCIAL COMMITTMENTS
I ADDITIONAL COMMITMENTS TO PARTNERSHIP I
FRIENDS OF THE MINES OF SPAIN $10,000fyr conservative av IOWA DEPARTMENT OF NATURAL RESOURCES
Assist with program expense, equip, exhibits, apply for grants Care for 1437 acres - MOS Rec Area $196,254
Fundraiser specific projects and activities Seasonal interpreter - Aprrox $9500
Volunteers to assist with Center and oroerammine Assist naturalist in the busy school season
One Time Expense
ReKey Building
Capital Building Expense - List Identifies Expense Next S Years
Drainage problem access drive west side of bldg
Septic grinder pumps
Exterior paint, deck restored
New motor for screen
Wood repairs under roof
AC unit, 3 furnaces replacement
al oarkinE lot repairs
CONCLUSION
The Friends of the Mines of Spain approved the 28 E Agreement at their October 19,
2021 meeting. The Dubuque County Conservation Board approved the 28E Agreement
at their October 21, 2021 meeting. The Dubuque County Conservation Supervisors are
set to act on the 28E Agreement the morning of November 1, 2021 with the City Council
meeting that same day in the evening. The Natural Resources Commission is meeting
on November 10, 2021 and will be acting upon the 28E at that meeting. That meeting
will conclude all approvals needed.
ACTION REQUESTED
I respectfully and wholeheartedly recommend approval of the 28E Agreement Between
the City of Dubuque, Dubuque County Conservation Board, Iowa Department of Natural
Resources, and the Friends of the Mines of Spain.
attachment
cc: Detra Dettman, IDNR District Supervisor
Brian Preston, Dubuque County Conservation Board Executive Director
Doug Olk, President, Friends of Mines of Spain
Jennifer Tigges, Friends of Mines of Spain
Steve Fehsal, Park Division Manager
Kurt Stand, President and CEO, National Mississippi River Museum and Aquarium
Jared McGovern, Curator of Conservation Programs, National Mississippi River
Museum and Aquarium
11 /22/21, 9:46 AM
28E Agreement Review
• Your 28E Agreement has been filed.
• Please print your filed 28E Agreement for your records. (Click Here) (/28E/Search/FinalPDFDocument/M514196)
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• Return to My Agreements (/28E/MyAgreements)
Iowa Secretary of State FILED
321 East 12th Street Filing Date: 11/22/2021 09:46 AM
Des Moines, IA 50319 Filing Number: M514196
sos.iowa.gov
yAPSB OF roLU
9
� e
�A RY OF
28E Agreement
Full Legal Name Organization Type County
Party 1 City of Dubuque City Dubuque
Party 2 Dubuque County County Dubuque
Party 3 Dubuque County Conservation Board County Dubuque
Party 4 Friends of Mines of Spain Private or Nonprofit Dubuque
Party 5 Department of Natural Resources State Agency Polk
Participants
510 - Parks and Recreation
Service Type
Maintenance and operation of the Mines of Spain Recreation Area and the E.B. Lyons Interpretive Center.
Purpose
11 /23/2031
Duration
Mines-of-Spain-2021-28E-all-signatures.pdf (/Uploads?
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Upload Scanned Agreement
Rachel
Contact First Name
Zander
Contact Last Name
Attorney
Job Title
Department of Natural Resources
Department
rachel.zander@dnr.iowa.gov
Email Address 1
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Phone Number
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JOHN MURPHY RECORDER
Dubuque County, Iowa
RECORDER'S COVER SHEET
28E AGREEMENT BETWEEN THE CITY OF DUBUQUE, THE DUBUQUE COUNTY
CONSERVATION BOARD, THE IOWA DEPARTMENT OF NATURAL RESOURCES,
AND THE FRIENDS OF THE MINES OF SPAIN FOR THE MAINTENANCE AND
OPERATION OF THE MINES OF SPAIN RECREATION AREA
Preparer Information:
Crenna Brumwell, City Attorney
City of Dubuque, Iowa
300 Main Street, Suite 330
Dubuque, Iowa 52001
Phone: (563) 589-4381
Taxpayer Information:
City of Dubuque, Iowa
50 West 13t" Street
Dubuque, IA 52001
Phone: (563) 589-4381
Return Document To:
Crenna Brumwell, City Attorney
City of Dubuque, Iowa
300 Main Street, Suite 330
Dubuque, Iowa 52001
Phone: (563) 589-4381
Legal Description:
See attached
Prepared by: Barry A. Undahl, 300 Main Street, Suite 330, Dubuque, Iowa 52001 Telephone: (563) 5894381
Return To: Marie Ware, 2200 Bunker Hill Road, Dubuque, Iowa 52001 Telephone: (563) 5894263
BETWEEN
THE CITY OF DUBUQUE, THE DUBUQUE COUNTY CONSERVATION BOARD, THE
IOWA DEPARTMENT OF NATURAL RESOURCES, AND THE FRIENDS OF THE
MINES OF SPAIN FOR THE MAINTENANCE AND OPERATION OF THE MINES OF
SPAIN RECREATION AREA
This Agreement, dated for reference purposes the 10th day of November, 2021, is
made and entered into by and between the City of Dubuque, Iowa ("City"), the Dubuque
County Conservation Board ("DCCB"), the Iowa Department of Natural Resources
("DNR"), and the Friends of the Mines of Spain ("FOMOS").
WHEREAS, City, DCCB, DNR, and FOMOS (collectively the "Partners")
established a partnership that focuses on what each Partner does well; and
WHEREAS, the Partners wish to provide a welcoming, safe learning center open
to the public that provides learning connected to the historical, cultural and environmental
assets of the Mines of Spain Recreation Area; and
WHEREAS, the Partners wish to manage the Mines of Spain Recreation Area and
all contiguous publicly owned spaces with the goal to protect and preserve the unique,
rare, significant cultural and natural resources, ecological recovery and wildlife population
enhancement as well as provision for access to accommodate pedestrian oriented
activities with emphasis on nature; and
WHEREAS, the Partners wish to ensure successful operation of the E.B. Lyons
Interpretive Center that provides a safe, clean, and successful environmental learning
environment; and
WHEREAS, the Partners agree to respect the role of each to conduct
environmental learning and joint natural resource and park planning efforts for the
betterment of all Partners; and
WHEREAS, the Partners have deemed it to be in the public interest to provide
personnel, property maintenance and support services, and private contributors to
allocated funds or other resources for the support of the Partners.
NOW THEREFORE IT IS AGREED BY THE AND BETWEEN THE PARTIES AS
FOLLOWS:
SECTION 1. IDENTITY OF THE PARTIES.
1.1 City is a municipality of the State of Iowa, organized and operating pursuant to
Iowa Code Chapter 364. For purposes of this Agreement, City's address is 50 West 13cn
10192021ba1
Street, Dubuque, Iowa 52001.
1.2 DCCB is organized and operating pursuant to Iowa Code Chapter 350. For
purposes of this Agreement, DCCB's address is 13606 Swiss Valley Road, Peosta, Iowa
52068.
1.3 DNR is a department of the State of Iowa, organized and operating under the laws
of the state of Iowa. DNR's address is Wallace State Office Building, 502 East 9th Street,
Des Moines, Iowa 50319.
1.4 FOMOS is anon -profit corporation organized under the laws of the state of Iowa.
For purposes of this Agreement, FOMOS's address is 8991 Bellevue Heights, Suite B,
Dubuque, Iowa 52003-9214,
SECTION 2. GEOGRAPHY OF PARTNERSHIP.
2.1 DNR owns the land shown in green on Exhibit 1. City owns the land shown in
peach on Exhibit 1. DNR owns the land shown in red on Exhibit 1, but DNR maintains
the land owned by the Iowa Department of Transportation. Collectively these lands
comprise and are known to the public as the Mines of Spain Recreation Area as shown
in Exhibit 2 (the "Agreement Area").
2.2 The E.B. Lyons Interpretive Center ("the Center") and property immediately
surrounding the Center as shown in Exhibit 3.
SECTION 3. PURPOSE.
3.1 City, DNR, DCCB and FOMOS enter into this Agreement based on the statutory
authority provided in Iowa Code Chapters 28E, Joint Exercise of Governmental Powers,
and 461A, Public Lands and Waters.
3.2 The purpose of this Agreement is to provide the manner in which the Partners will
cooperate with one another to successfully maintain and operate the Agreement Area
(Exhibit 2). This Agreement sets forth the mutual understandings and commitments of
the Partners including but not limited to souvenir sales and concessions, marketing,
volunteers, memorials and donations, budget, capital improvements, and the use and
rental of the Center and other rental areas.
SECTION 4. GOALS OF THE PARTNERSHIP. Through this partnership, the Partners
wish to achieve the following:
4.1 Increased and meaningful use of the Agreement Area, including:
a Engaging people in park resources outside;
b. Engaging people in interpretive center resources and rooms inside;
c. Engaging people in the Agreement Area as a place for interpretation and
history of the area and the natural resources contained within it;
d. Encouraging people to be active all year round, all four seasons; and
e. Hosting programming and activities year-round.
4.2 Ability to do outreach in the community which connects people back to the
Agreement Area as well as other city, county and state parks and outdoor recreation
areas.
4.3 Increase support for Iowa State Parks and the Agreement Area, including:
a. People in community want to be active in the outdoors;
b. Community sponsored events held at the Agreement Area;
c. Active individuals, groups and organizations becoming involved in the
Agreement Area;
d. Volunteering in the Interpretive center as well as resource management;
e. Free entertainment for all; and
f. People actively advocating for the Agreement Area.
4.4 Increased partnership opportunities with the local higher education institutions,
including:
a. Research;
b. Interns and/or volunteers;
c. Potential summer part-time employment; and
d. Connecting collegiate population with local resources.
4.5 The goals will be measured by key performance indicators ("KPI") mutually agreed
upon by the Partners, including:
a. Increased learning opportunities through the Center being open more
hours;
b. Increased numbers of people in programming that connect participants to
areas of the Agreement Area and increased learning about the
environment; and
c. Increased and improved interpretation activities.
The KPIs are subject to change during the term of this Agreement. New KPIs must be
mutually agreed upon by the Partners and reflected in the minutes of Advisory Board
meetings.
4.6 Successful performance of the goals of this Agreement will result in the following
outcomes, including but not limited to:
a. Trained, engaged environmental stewards;
b. Healthier citizens;
c. Residents connected to natural areas; and
d. Safe learning environments.
The outcomes are subject to change during the term of this Agreement. New outcomes
must be mutually agreed upon by the Partners and reflected in the minutes of Advisory
Board meetings.
SECTION 5. POWERS, DUTIES, AND RESPONSIBILITIES OF PARTNERS.
5.1 DNR Powers, Duties and Responsibilities. Under this Agreement, DNR must do
the following:
a. Provide continuing resource management, interpretation, outreach,
enforcement, operations and facilities management for the portion of the
Agreement Area shown in green on Exhibit 1;
b. Provide resource management, interpretation, outreach, enforcement and
operations for City -owned property in the Agreement Area shown in peach
on Exhibit 1, including the E.B. Lyons Prairie -Woodland Preserve, Rip Row
Valley Property, and the E.B Lyons Interpretive Area Addition (Bottoms
Addition), except for the Center. The Center is specifically shown in ibit 3;
c. Establish policies for the lands managed by DNR;
d. Provide mowing and maintenance of outdoor landscapes around the
Center;
e. Provide all equipment necessary for maintenance of areas for which DNR
is responsible under this Agreement;
f. Administer special events permits through the state of Iowa event permit
process for outdoor events in areas for which DNR is responsible under this
Agreement;
g. Maintenance and all costs of the state shop building and grounds inside the
fence (shown on Exhibit 4) including but not limited to utilities, security,
phone, internet, and insurance;
h. Provide dumpster and recycling services for the entire Agreement Area,
including the Center;
i. Register canoes and kayaks used for outdoor recreation programming;
j. Provide seasonal interpreter to work in partnership with DCCB on
programming at the Center;
k. Provide DNR staff assistance to DCCB during seasonal peak environmental
education and interpretive programming at the Center;
I. Market the Agreement Area and engage in cross promotion efforts with and
for FOMOS, DCCB, and DNR;
m. Approve persons wishing to volunteer in areas owned, managed,
controlled, or maintained by DNR. These volunteers are considered DNR
volunteers and must be approved through DNR processes and procedures,
even if already approved by other Partners to the Agreement; and
n. Contribute monetarily annually to the partnership in the amount of $5,000
per year.
5.2 DCCB Powers, Duties, Responsibilities. Under this Agreement, DCCB must do
the following:
a. The Center
1. Operate the Center on a day to day basis;
2. Obtain City approval for permanent memorials, donations and capital
improvements related to said memorials and donations.
3. Establish open hours and days of the Center and open and close the
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Center on a daily basis;
4. Establish policies and procedures for the Center and all its activities
and programming;
5. Provide day to day maintenance of the Center including light
housekeeping such as sweeping, mopping or vacuuming when
needed, daily inspections of life systems and HVAC to ensure they
are working properly;
6. Provide maintenance and custodial duties for facilities such as
woodland walk shelter and latrines;
7. Report repairs outside of the abilities of DCCB staff to diagnose and
repair to the appropriate City designated representative;
8. Provide aquarium and animal care including birds;
9. Establish programming and programming schedule for the Center,
including calendar for the Center;
10. Manage rental of snowshoes and cross-country ski lending as well
as canoes and kayaks including any fees if determined necessary;
11. Coordinate with FOMOS on programming FOMOS wishes to
sponsor;
12. Coordinate programming to be offered at the Center with other
Partners; and
13. Provide an annual report on center activities to the Advisory Board
by December 31 of each year;
b. Coordinate reservation of pavilion in the Center Addition and the room(s)
and areas in the Center and provide any supervision necessary:
1. Set and determine fees and policies related to rental of the pavilion
in the Center Addition and the room(s) and areas in the Center; and
2. DCCB will use income generated from rental fees to offset the
partnership operation budget established in this Agreement;
c. Snow and ice control and striping of the Center and the Center Addition
parking lots plus snow removal on sidewalks to and around the Center;
d. Employee considerations:
1. Employ and supervise full-time naturalist position located at and
serving the Center; and
2. Co -locate second full-time DCCB employee in addition to the full-
time naturalist described above to staff the Center;
e. Complete and implement the Agreement Area Interpretive Plan;
f. Persons wishing to volunteer in the Center are considered County
volunteers and must be approved through County processes and
procedures, even if approved by other entities;
g. Approve temporary or programmatic memorials and donations to the Center
under the terms and conditions of DCCB memorial policy; and
IV Market the Center and Agreement Area education and programming and
engage in cross promotion with and for FOMOS, DCCB, and DNR.
5.3 City Powers, Duties, Responsibilities. Under this Agreement, City must do the
following:
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a. Provide the Center and all its contents for day to day operation to DCCB for
use to provide programming and other activities as outlined in Section 4.
Goals of the Partnership. All existing personal property of City at the Center
can for used in running of Center and interpretive programs;
b. Allot a minimum of 195 square feet within the Center for a gift shop, desk
area, and storage area that will be used by FOMOS; and
c. Perform Capital improvements and pay capital replacement expenses
related to Center as well as the parking lots at the Center and Center
Addition.
5.4 FOMOS Powers, Duties, and Responsibilities. Under this Agreement, FOMOS
must do the following:
a. Fundraise, when deem appropriate by FOMOS for gifts such as funding for
land acquisition and development, park improvement, environmental
programming and scholarship funds for projects such as school bus
scholarships;
b. Provide and staff the gift shop and vending for as long as FOMOS wish to
operate a gift shop and vending. All fixtures and contents of the gift shop
are the property of FOMOS;
c. Use proceeds from this gift shop area to benefit the Center, its
programming, and/or City -owned and DNR-owned lands contemplated by
this Agreement;
d. Promote and encourage volunteers to the Center and DCCB programming
in accordance with DCCB volunteer policies and procedures;
e. Provide support for programs and activities related to Agreement Area as
well as City owned areas as described above. The programming at the
Center or in the lands must be coordinated with DCCB schedule and DNR
as appropriate;
f. Accept memorials and donations related to FOMOS mission and coordinate
with the appropriate Partner based upon jurisdiction as outlined in the
sections above;
g. Market the Center and Agreement Area and engage in cross promotion with
and for FOMOS, DCCB, and DNR; and
h. Provide a FOMOS non -voting board seat for a DNR, DCCB and City
representative to increase communication open between all Partners.
5.5 City and DCCB Shared Powers. Duties. and Responsibilities. Under this
Agreement, City and DCCB must do the following:
a. DCCB will set up a separate operating budget for the Center in its budget;
b. DCCB will develop the annual operational budget for the Center and present
the next fiscal year budget to City by October 15 for the next fiscal year;
c. City will review the operational budget presented by DCCB. City will
respond by October 31 to accept the budget proposal. Any issues will be
resolved by DCCB and City prior to October 31;
d. The approved operational budget will be split 50/50 between City and DCCB
after the rental income from the Center, outdoor pavilion and other rent and
DNR partnership contribution are subtracted from the total operational
budget. The operational budget will include a full-time naturalist (salary and
benefits) assigned to the Center, naturalist costs including training and
uniforms, naturalist computer and phone purchase and replacements, utility
costs including gas and electric, building insurance, elevator contract and
repairs, security alarm monitoring fees and alarm services, water testing,
septic system and lift station maintenance, repairs and/or replacement,
cleaning of windows, janitorial services and supplies, filters, light bulbs, floor
and carpet cleaning, restroom and cleaning supplies, center light
maintenance supplies, AV system repairs and replacements, office
supplies, aquarium and animal care expenses, program expenses related
to environmental education, internet and phone expenses. After all
expenses above are totaled, a 20% administrative fee will be calculated
from the total expenses and added to that total amount. This total will be
then split 50150 and each entity will budget said amount in their upcoming
budget request for the next fiscal year;
e. DCCB will pay all expenses associated with the approved budget; and
f. DCCB will bill City quarterly by actuals at the end of each quarter.
5.6 City and DNR Shared Powers, Duties, and Responsibilities. Under this
Agreement, City and DNR must do the following:
a. As property owner of the land comprising the Agreement Area shown in
green on Exhibit 1, DNR will within 60 days after the effective date of this
Agreement sign and submit to City pre -annexation documents committing
the state-owned land comprising the Agreement Area to future annexation
to City at some unknown future date, as determined by City;
b. For the building built by DNR and shown in Exhibit 4, DNR owns the building
and all the personal property within the building. City only owns the land
located underneath the building. DNR will operate, maintain, and replace
perform all capital improvements or capital replacements on or to DNR-
owned building and capital improvements within the fenced area; and
c. DNR reviews permanent memorials, donations, and/or capital
improvements on city -owned land leased to DNR (Exhibit 1, shown in
peach). Upon DNR recommendation of approval City must also approve
said same permanent memorials, donations and/or capital improvements
on city -owned land leased to DNR.
5.7 All Partners to this Agreement Shared Powers, Duties, and Responsibilities.
a. All Partners to this Agreement must do the following:
1. Promote volunteerism in the Agreement Area; and
2. Agree that deer management is important to the management of the
Agreement Area.
b. All Partners may write grants for their agency and/or partner with any other
Partner(s) in this Agreement in efforts that promote the goals of this
Agreement. The grant, improvement, project, or program should be
approved by other Partners whose areas of responsibility listed above are
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affected by the grant, improvement, project, or program.
c. All Partners agree that opportunities may present themselves to acquire
through purchase and/or donation land that could expand the Agreement
Area and contiguous public owned property. The Partners will convene the
Advisory Board to work collaboratively if these opportunities occur.
d. All Partners agree that any and/or all Partners may participate in
maintenance of the various areas owned and/or operated by another
Partner.
1. Any Partner may request assistance from other Partners related to
maintenance and/or programming.
2. Any Partner that identifies a potential need in another partner's
property or structure may offer assistance.
3. In all circumstances, the Party receiving the assistance must approve
and accept the offer of assistance from another Partner. Partners
are not obligated to accept assistance.
4. Assistance may take many forms, including but not limited to access
to land and structures, equipment, storage, and labor. Assistance
will be provided at no cost from one Partner to another. Instead,
mutual assistance is considered part of the partnership obligations.
5. Employees assisting another Partner will remain employees of their
original Partner, paid by their original Partner and covered under their
original Partner's insurance and other benefits. For instance, a City
employee assisting DCCB remains an employee of City at all times
during the period of assistance.
6. Volunteers assisting another Partner will remain volunteers of their
original Partner, covered under their original Partner's insurance,
releases and waivers.
7. As discussed below, each Partner has representatives on an
Advisory Board. These representatives are designated with the
authority to offer, accept, and decline assistance to other Partners
under this Agreement. If any Partner Is representative(s) on the
Advisory Board changes, the Partner should notify the other Partners
as soon as possible and provide contact information for the new
representative(s).
e. All Partners may contract with third parties for maintenance, repair, upkeep,
services, and improvements.
SECTION 6. PERSONAL PROPERTY IN THE E. B. LYONS INTERPRETIVE
CENTER AND THE IDNR-OWNED SHOP.
6.1 E.B. Lyons Interpretive Center. Upon execution of this Agreement, DNR
surrenders and waives any future claim to all personal property remaining in and part of
the Center. Such personal property will become the property of City, except any personal
property that belongs to FOMOS. Any personal property that belongs to FOMOS will
remain the personal property of FOMOS.
3.2 DNR-Owned Shop. Upon execution of that Agreement all personal property in the
DNR-owned shop remains the personal property of DNR. All other Partners to this
Agreement surrender and waive any future claim to all personal property in the DNR-
owned shop.
SECTION 7. ADVISORY BOARD.
7.1 Ina partnership of four Partners, communication is crcal to success. Any Partner
may call a meeting of the Advisory Board with two weeks' notice to each of the Partners.
One of City representatives shall be the convener of the Advisory Board and will schedule
the quarterly meetings.
7.2 The Advisory Board shall consist of two (2) DNR employees, two (2) City
employees, two (2) County employees and two (2) FOMOS representatives.
7.3 Meetings. All Partners to this Agreement agree to meet quarterly for the first 1 '/2
years of the Agreement then minimally on an annual basis after that time and more often
if necessary, to discuss, oversee, and recommend changes, if needed, in the operation
and maintenance of the Center and Agreement Area. At this annual meeting, the
Advisory Board will review a written report prepared by County with input from FOMOS
on the year's operation and maintenance activities, including but not limited to visitation
rates, number and type of programs, number of meetings and events hosted, total amount
of funds received from the sales of souvenirs, concessions, and donations for use of the
Center. Major preventative maintenance and repairs as well as planned capital
improvements to the Center and Agreement Area will be reviewed.
A. The Advisory Board will minimally have agenda items of communication,
marketing, and volunteerism on each agenda to facilitate increased
communication on these topics. The Partners will collaborate to effectively market
the Agreement Area as well as volunteerism in the areas.
B. Any items not specifically addressed in this Agreement that may come up
throughout the term of this partnership would be brought to the Advisory Board. If
said items need to be addressed in this Agreement, amendments shall be
proposed by the Advisory Board and then amendments taken for approval to each
Partner organization.
7.4 Meeting Summaries. The Advisory Board is not a separate legal entity. However,
the Advisory Board is a governmental body for purposes of Iowa Code Chapters 21 and
22. As a government body for purposes of Iowa Code Chapters 21 and 22, the Advisory
Board must keep a summary of each regular, adjourned, or special meeting it holds, and
publish that summary in a newspaper of general circulation within the geographic area
service of the Advisory Board. The summary must include the date, time, and place the
meeting was held, the members present, and the actions taken at the meeting, if any.
The summary must be furnished to the newspaper within twenty days following
adjournment of the meeting, City will bear the responsibility for the Advisory Board's
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compliance with Chapters 21 and 22 of the Iowa Code.
SECTION 8. TERM AND TERMINATION OF AGREEMENT.
8.1 This Agreement will begin on the date at which all Partners have executed the
Agreement and will run for a period of ten (10) years from the date of execution by all
Partners (Term).
8.2 Upon the expiration of the Term of this Agreement, this Agreement will
automatically renew for a five-year renewal period (Renewal Term). The Agreement may
have a maximum of two (2) Renewal Terms. If any Party to this Agreement objects to a
Renewal Term, the objecting Party must notify the other Partners in writing no less than
180 days before the expiration of the applicable Term or Renewal Term,
8.3 If any Party to this Agreement wishes to terminate any applicable Term or Renewal
Term of this Agreement; the terminating Party must notify the other Parties in writing no
less than 180 days before the desired date of termination.
SECTION 9. NO SEPARATE LEGAL ENTITY CREATED. No separate legal entity is
created by this Agreement.
SECTION 10. INSURANCE. All Parties will maintain their own necessary insurance,
workers compensation, and applicable immunities under Iowa Code for their
organizations, employees, agents, successors, and assigns. Even when assisting other
Partners to this Agreement, each Party remains responsible for the insurance coverage
and workers compensation of its own property, employees, volunteers, agents,
successors, and assigns. Pursuant to Iowa Code chapter 669, DNR and the State of Iowa
are self -insured against all risks and hazards related to this Agreement. No separate fund
has been established to provide self-insurance, and the State of Iowa is not obligated to
establish any such fund during the term of this Agreement.
SECTION 11. IMMUNITY FROM LIABILITY. The Parties to this Agreement are hereby
notified and agree that the City of Dubuque, the State of Iowa, DNR, and all of their
employees, agents, successors, and assigns are immune from liability and suit for
FOMOS's activities involving third parties arising from this Agreement.
SECTION 12. APPROVAL OF GOVERNING BODIES. This Agreement was approved
by FOMOS Board of Directors on October 18, 2021, the City of Dubuque City Council on
November 1, 2021, Dubuque County Board of Supervisors on November 1, 2021, DCCB
on October 21, 2021 and Natural Resource Commission on November 10, 2021.
SECTION 13. FILING AND RECORDING. DNR will file a copy of this Agreement with
the Iowa Secretary of State before this Agreement is in full force and effect, pursuant to
Iowa Code section 28E.8. City will record a copy of this Agreement with the Dubuque
County Recorder's Office. These same filing and recording duties apply to any
amendments to this Agreement as well.
SECTION 14, NOTICE. Notice under this Agreement must be provided in writing to the
following:
To LAN Detra Dettmann, District Supervisor
2548 Lake Meyer Rd.
Fort Atkinson, IA 52144
Phone: 563-6084597
Email: detra.dettmann(adnr.iowa.gov
To FOMOS: President, FOMOS Board of Directors
8991 Bellevue Heights, Suite B
Dubuque, Iowa 52003-9214
Phone: 563-556-0620
Email:
To City: Michael Van Milligen, City Manager
50 West 13t" Street
Dubuque, Iowa 52001
Phone: 563-5894110
Email: citymgr(cDcityofdubug ue.org
To DCCB: Brian Preston, Executive Director
13606 Swiss Valley Road
Peosta, Iowa 52068
Phone: 563-556-6745
Email: brian.preston(a�dubuguecounty.us
SECTION 15. ENTIRE AGREEMENT.
15.1 This Agreement contains the entire Agreement and integrates all the terms and
conditions contained in and incidental to such Agreement and supersedes all prior
negotiations and communications concerning this Agreement, oral or written, between
the Parties, their agents, employees and representatives. No amendment, modification,
or waiver of any provision in this Agreement will be valid unless in writing and signed by
all Parties. If, for any reason, any provision of this Agreement is inoperative, the validity
and effect of the other provisions are not affected thereby.
15.2 This Agreement is the current and most recent 28E Agreement between the
Parties. This Agreement supersedes the prior 28E Agreement entered into in 2010
(Contract Number CRD8510SArntz110089) and any other prior 28E Agreements
between the Parties relating to the operation, management, and maintenance of the
Agreement Area. The City of Dubuque Agreement dated June 6, 1983, as amended by
and the Second Amendment dated July 21, 2014, remain in effect until its expiration or
voluntary termination.
15.3 If any provisions of this Agreement are found to be invalid by any court,
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administrative agency, or tribunal of competent jurisdiction, the invalidity of any such
provision will not affect the validity of the remaining provisions hereof.
15.4 This Agreement binds and inures to the benefit of the Parties and their respective
successors and assigns. The Parties agree that neither City, DNR, DCCB, or FOMOS
may assign their rights and obligations hereunder to any Party without prior written
consent of the other Party. Such consent will not be unreasonably withheld.
SECTION 16. GOVERNING LAW. The laws of the state of Iowa govern and determine
all matters arising out of or in connection with this Agreement. If applicable, the Parties
shall comply with the provisions of Iowa Code section 679A.19 regarding disputes
between government agencies of the State of Iowa. In the event any proceeding of a
quasi-judicial or judicial nature is commenced in connection with this Agreement, the
exclusive jurisdiction for the proceeding shall be brought in Polk County District Court for
the State of Iowa, Des Moines, Iowa or in the United States District Court for the Southern
District of Iowa, Central Division, Des Moines, Iowa, wherever jurisdiction is appropriate.
No provision of this Agreement shall be construed as waiving any immunity to suit or
liability including without limitation sovereign immunity in state or federal court, which may
be available to DNR, City, DCCB, or the State of Iowa.
SECTION 17. DISPUTE RESOLUTION. The Parties will comply with the provisions of
Iowa Code section 679A.19 regarding disputes between government agencies of the
State of Iowa for any dispute between the Parties arising out of or within the scope of the
interpretation, construction, or application of this Agreement. Any Party may submit to
the other a written request for arbitration. The arbitration proceedings will be governed
by Iowa Code Chapter 679A.19:
Disputes between governmental agencies. Any litigation between
administrative departments, commissions or boards of the state
government is prohibited. All disputes between said governmental
agencies shall be submitted to a board of arbitration of three members to
be composed of two members to be appointed by the departments involved
in the dispute and a third member to be appointed by the governor. The
decision of the board shall be final.
SECTION 18. No provision of this Agreement will be construed as waiving any immunity
to suit or liability, including without limitation sovereign immunity, in state or federal court,
which may be available to DNR, City, DCCB, FOMOS, or the state of Iowa.
SECTION 19, EFFECTIVE DATE. This Agreement takes effect upon execution by the
Parties as required by law, filing with the Iowa Secretary of State and recording with the
Dubuque County Recorder.
To the extent of any inconsistency between the Special Conditions (Sections 1
through 19) and the General Conditions, the Special Conditions shall control.
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GENERAL CONDITIONS WHEN OTHER PARTIES ARE GOVERNMENTAL
ENTITIES
SECTION 20. COMPLIANCE WITH THE LAW. The Parties shall comply with all
applicable federal, state, and local laws, rules, ordinances, regulations and orders when
performing the services under this Agreement, including without limitation, all laws
applicable to the prevention of discrimination in employment and the use of targeted small
businesses as suppliers. The Parties, and their employees and agents 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. The Parties represent
that they will comply with all federal, state, foreign and local laws applicable to their
performance under this Agreement.
SECTION 21. TERMINATION.
21.1 Termination Due to Lack of Funds or Change in Law. DNR shall have the right to
terminate this Agreement without penalty by giving sixty (60) days written notice to City,
DCCB, and FOMOS (individually, "Party" or collectively, "Parties") as a result of any of
the following:
A. The legislature or governor fail in the sole opinion of DNR to appropriate
funds sufficient to allow DNR to either meet its obligations under this Agreement
or to operate as required and to fulfill its obligations under this Agreement; or if
funds anticipated for the continued fulfillment of the Agreement are, at any time,
not forthcoming or are insufficient, either through the failure of DNR to appropriate
funds or funding from a federal source is reduced or discontinued for any reason,
or through discontinuance or material alteration of the program for which funds
were provided; or
B. If funds are de -appropriated, reduced, not allocated, or receipt of funds is
delayed, or if any funds or revenues needed by DNR to make any payment
hereunder are insufficient or unavailable for any other reason as determined by
DNR in its sole discretion; or
C. If DNR's authorization to conduct its business or engage in activities or
operations related to the subject matter of this Agreement is withdrawn or
materially altered or modified; or
D. If DNR's duties, programs or responsibilities are modified or materially
altered; or
E. If there is a decision of any court, administrative law judge or an arbitration
panel or any law, rule, regulation or order is enacted, promulgated or issued that
materially or adversely affects DNR's ability to fulfill any of its obligations under this
Agreement.
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21.2 Immediate Termination by DNR. DNR may terminate this Agreement for any of the
following reasons effective immediately without advance notice and without penalty:
A. In the event the Parties are required to be certified or licensed as a condition
precedent to providing services, the revocation or loss of such license or
certification will result in immediate termination of the Agreement effective as of
the date on which the license or certification is no longer in effect;
B. DNR determines that the actions, or failure to act, of the Parties, and their
agents and employees have caused, or reasonably could cause, any person Is life,
health or safety to be jeopardized;
C. The Parties fail to comply with confidentiality laws or provisions;
D. The Parties furnished any statement, representation or certification in
connection with this Agreement or the RFP which is materially false, deceptive,
incorrect or incomplete.
21.3 Termination for Cause. The occurrence of any one or more of the following events
shall constitute cause for DNR to declare the Parties in default of its obligations under this
Agreement.
A. The Parties fail to perform, to DNR's satisfaction, any material requirement
of this Agreement or is in violation of a material provision of this Agreement,
including, but without limitation, the express warranties made by the Parties;
B. DNR determines that satisfactory performance of this Agreement is
substantially endangered or that a default is likely to occur;
C. The Parties fail to make substantial and timely progress toward
performance of the Agreement;
D. The Parties become 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; the Parties terminate or suspends its business; or DNR
reasonably believes that the Parties have become insolvent or unable to pay its
obligations as they accrue consistent with applicable federal or state law;
E. The Parties have failed to comply with applicable federal, state and local
laws, rules, ordinances, regulations and orders when performing within the scope
of this Agreement;
F. The Parties have engaged in conduct that has or may expose the State or
DNR to liability, as determined in DNR's sole discretion;
G. The Parties have infringed any patent, trademark, copyright, trade dress or
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any other intellectual property right or proprietary right, or the Parties have
misappropriated a trade secret, or
H. Parties fail to comply with any of the Task Milestone dates contained in this
Agreement.
21.4 Notice of Default. If there is a default event caused by the Parties, DNR shall
provide written notice to the Parties requesting that the breach or noncompliance be
remedied within the period of time specified in DNR's written notice to the Parties. If the
breach or noncompliance is not remedied by the date of the written notice, DNR may
either:
A. Immediately terminate the Agreement without additional written notice; or,
B. Enforce the terms and conditions of the Agreement and seek any legal or
equitable remedies.
21.5 Termination upon Notice. Following thirty (30) days written notice, DNR may
terminate this Agreement in whole or in part without the payment of any penalty or
incurring any further obligation to the Parties. Following termination upon notice, the
Parties shall be entitled to compensation, upon submission of invoices and proper proof
of claim, for services provided under this Agreement to DNR up to and including the date
of termination.
21.6 Remedies of the Parties in Event of Termination by DNR. In the event of
termination of this Agreement for any reason by DNR, DNR shall pay only those amounts,
if any, due and owing to the Parties for services actually rendered up to and including the
date of termination of the Agreement and for which DNR is obligated to pay pursuant to
this Agreement. Payment will be made only upon submission of invoices and proper proof
of the Parties claim. This provision in no way limits the remedies available to DNR under
this Agreement in the event of termination. However, DNR shall not be liable for any of
the following costs:
A. The payment of unemployment compensation to the Parties employees;
B. The payment of workers' compensation claims, which occur during the
Agreement or extend beyond the date on which the Agreement terminates;
C. Any costs incurred by the Parties, including, but not limited to, startup costs,
overhead or other costs not directly associated with the performance of the
Agreement;
D. Any taxes that may be owed by the Parties not directly in connection with
the performance of this Agreement, including, but not limited to, sales taxes, excise
taxes, use taxes, income taxes or property taxes.
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21.7 The Parties' Termination Duties, The Parties upon receipt of notice of termination
or upon request of DNR, shall:
A. Cease work under this Agreement and take all necessary or appropriate
steps to limit disbursements and minimize costs and furnish a report within thirty
(30) days of the date of notice of termination, describing the status of all work under
the Agreement, including, without limitation, results accomplished, and
conclusions resulting there from, and any other matters DNR may require.
B. Immediately cease using and return to DNR any personal property or
materials, whether tangible or intangible, provided by DNR to the Parties.
C. Comply with DNR's instructions for the timely transfer of any active files and
work product produced by the Parties under this Agreement.
D. Cooperate in good faith with DNR, its employees, agents and contractors
during the transition period between the notification of termination and the
substitution of any replacement contractor.
E. Immediately return to DNR any payments made by DNR for services that
were not rendered by the Parties.
21.8 Rights in Incomplete Products. In the event the Contract is terminated, all finished
or unfinished documents, data, reports, or other materials prepared by the Parties under
this Agreement shall, at the option of DNR, become DNR's property and the Parties shall
be entitled to receive just and equitable compensation for any satisfactory work completed
on such documents and other material.
SECTION 22. STATUS OF THE PARTIES. The Parties, and their employees and agents
performing under this Agreement are not employees or agents of the DNR. Neither the
Parties nor its employees shall be considered employees of DNR for federal or state tax
purposes. DNR will not withhold taxes on behalf of the Parties. Parties shall be
responsible for payment of all taxes in connection with any income earned from
performing this Agreement.
SECTION 23. CONFLICT OF INTEREST. DNR, City, and DCCB agree that they will
comply with the provisions of the Iowa Code with respect to Conflicts of Interest.
23.1 FOMOS covenants that FOMOS presently has no interest and shall not acquire
any interest, direct and indirect, which would conflict in any manner or degree with the
performance of services required under this Agreement. FOMOS further covenants that
in the performance of this Agreement no person having any such interest shall be
employed.
23.2 During the term of this Agreement, the Parties shall not provide services that would
create a conflict of interest with FOMOS's duties set out in this Agreement. In determining
16
whether a particular activity creates an unacceptable conflict of interest, situations in
which an unacceptable conflict shall be deemed to exist shall include, but not to be limited
to, any of the following:
A. The activity involves the use of the state's or DNR's time, facilities,
equipment, and supplies or other evidences of employment for purposes other
than the performance of FOMOS's obligations under this Agreement.
B. The activity involves the receipt of, promise of, or acceptance of money or
other consideration by FOMOS from anyone other than the state or DNR for the
performance of any acts that FOMOS is required or expected to perform as a part
of FOMOS's performance under this Agreement.
C. The outside employment or activity is subject to the official control,
inspection, review, audit, or enforcement authority of DNR.
23.3 If the activity creating a conflict of interest is in progress when the term of this
Agreement begins, then FOMOS shall immediately cease the activity. During the term of
this Agreement, FOMOS shall not enter into any activity described in paragraph 23.2 or
which constitutes any other unacceptable conflict of interest. FOMOS shall immediately
disclose to DNR the existence of any conflict of interest, including conflicts of interest
which are described in paragraph 23.3.c and are in progress when the term of this
Agreement begins.
SECTION 24. SEVERABILITY. If any provision of this Agreement is determined by a
court of competent jurisdiction to be invalid or unenforceable, such determination shall
not affect the validity or enforceability of any other part or provision of this Agreement.
SECTION 25. ASSIGNMENT AND DELEGATION. This Agreement may not be
assigned, transferred or conveyed, in whole or in part, without the prior written consent of
the other Party. For the purpose of construing this provision, a transfer of a controlling
interest in the Parties shall be considered an assignment.
SECTION 26. REPRESENTATIONS AND WARRANTIES.
26.1 Construction of Warranties Expressed in this Agreement with Warranties Implied
by Law. All warranties made by FOMOS in all provisions of this Agreement and the
Proposal by FOMOS, whether or not this Agreement specifically denominates FOMOS's
promise as a warranty or whether the warranty is created only by FOMOS's affirmation
or promise, or is created by a description of the materials and services to be provided, or
by provision of samples to DNR, shall not be construed as limiting or negating any
warranty provided by law, including without limitation, warranties which arise through
course of dealing or usage of trade. The warranties expressed in this Agreement are
intended to modify the warranties implied by law only to the extent that they expand the
warranties applicable to the goods and services provided by the Party. The provisions of
this Section apply during the term of this Agreement and any extensions or renewals
17
thereof.
26.2 Concepts, Materials, and Works Produced. FOMOS represents and warrants that
all the concepts, materials and deliverables produced, or provided to DNR pursuant to
the terms of this Agreement shall be wholly original with FOMOS or that FOMOS has
secured all applicable interests, rights, licenses, permits or other intellectual property
rights in such concepts, materials and work product produced under this Agreement.
FOMOS represents and warrants that the concepts, materials and work product produced
under this Agreement, and DNR's use of same, and the exercise by DNR of the rights
granted by this Agreement, shall not infringe upon any other work, other than material
provided by the Agreement to FOMOS to be used as a basis for such materials, or violate
the rights of publicity or privacy of, or constitute a libel or slander against, any person,
firm or corporation and that the concepts, materials and work product produced under this
Agreement will not infringe upon the copyright, trademark, trade name, literary, dramatic,
statutory, common law or any other rights of any person, firm or corporation or other entity.
FOMOS represents and warrants that it is the owner of or otherwise has the right to use
and distribute any software, the materials owned by FOMOS and any other materials,
work product produced under this Agreement and methodologies used in connection with
providing the services contemplated by this Agreement.
26.3 Professional Practices. FOMOS represents and warrants that all of the services to
be performed hereunder will be rendered using sound, professional practices and in a
competent and professional manner by knowledgeable, trained and qualified personnel.
26.4 Conformity with this Agreements Requirements. FOMOS represents and warrants
that the work product produced under this Agreement will appear and operate in
conformance with the terms and conditions of this Agreement.
26.5 Authority to Enter into this Agreement. FOMOS represents and warrants that it has
full authority to enter into this Agreement Cl"d that it has not granted and will not grant any
right or interest to any person or entity that might derogate, encumber or interfere with the
rights granted to DNR.
26.6 Obligations Owed to Third Parties. FOMOS represents and warrants that all
obligations owed to third parties with respect to the activities contemplated to be
undertaken by FOMOS pursuant to this Agreement are or will be fully satisfied by FOMOS
so that DNR will not have any obligations with respect thereto.
26.7 Title to Property. FOMOS represents and warrants that title to any property
assigned, conveyed or licensed to DNR is good and that transfer of title or license to DNR
is rightful and that all property shall be delivered free of any security interest or other lien
or encumbrance.
26.8 Industry Standards. FOMOS represents and expressly warrants that all aspects of
the goods and services provided or used by it shall conform to the applicable industry
standards in the performance of this Agreement.
26.9 Technology Updates. FOMOS represents warrants that it shall continually use and
integrate the most current and upAo-date technology commercially available.
SECTION 27. USE OF THIRD PARTIES AND SUBCONTRACTORS. Parties may not
contract with third parties for the performance of any of Parties' obligations under this
Agreement, unless and then only to the extent that the Special Conditions of this
Agreement specify otherwise. If the Special Conditions provide for a subcontractor or
subcontractors, then the following conditions shall apply:
27.1 All subcontracts shall be subject to prior approval by the DNR. The DNR's consent
shall not be deemed in any way to provide for the incurrence of any obligation of DNR in
addition to the remuneration agreed upon in this Agreement. Any subcontract to which
DNR has consented shall be in writing and shall in no way alter the terms and conditions
of this Agreement.
27.2 A Party may enter into subcontracts to complete the work required by this
Agreement provided that a Party remains responsible for all services performed under
this Agreement. No subcontract or delegation of work shall relieve or discharge the
Agreement from any obligation, provision, or liability under this Agreement. A Party shall
remain responsible for such performance and shall be fully responsible and liable for all
acts or omissions of any subcontractor.
27.3 All restrictions, obligations and responsibilities of a Party under this Agreement
also shall apply to the subcontractors.
27.4 DNR shall have the right to request the removal of a subcontractor from the
Agreement for good cause. A Party shall indemnify, defend and hold harmless DNR and
the State from and against any and all claims, demands, liabilities, suits, actions,
damages, losses, costs and expenses of every kind and nature whatsoever arising as a
result of a Party's breach of any subcontract in which it enters, including a Party's failure
to pay any and all amounts due by the Party to any subcontractor.
27.5 Each subcontract shall contain provisions for DNR access to the subcontractor's
books, documents, and records and for inspections of work, as required of a Party herein.
27.6 Any action of a subcontractor, which, if done by a Party, would constitute a breach
of this Agreement, shall be deemed a breach by the Party and have the same legal effect.
27.7 If delay results from a subcontractor's conduct, from the Party's negligence or fault,
or from circumstances which by the exercise of reasonable diligence the Party should
have been able to anticipate or prevent, then the Party shall be in default and Section 20,
'Delay of Impossibility of Performance," shall not be applicable.
27.8 If the Agreement is subject to the provisions of Iowa Code chapter 8F, then the
Party shall comply with Iowa Code chapter 8F with respect to any subcontract the Party
enters into pursuant to this Agreement. Any compliance documentation, including but not
limited to certification, received from any subcontractor shall be forwarded to DNR
immediately.
SECTION 28. WAIVER. Except as specifically provided for in a waiver signed by duly
authorized representatives of the Parties, failure by any Party at any time to require
performance by the other Party or to claim a breach of any provision of the Agreement
shall not be construed as affecting any subsequent right to require performance or to
claim a breach.
SECTION 29. CUMULATIVE RIGHTS. The various rights, powers, options, elections
and remedies of any Party provided in this Agreement, shall be construed as cumulative
and not one of them is exclusive of the others or exclusive of any rights, remedies or
priorities allowed either Party by law, and shall in no way affect or impair the right of any
Party to pursue any other equitable or legal remedy to which any Party may be entitled
as long as any default remains in any way unremedied, unsatisfied or undischarged.
SECTION 30. TIME IS OF THE ESSENCE. Time is of the essence with respect to the
performance of the terms of this Agreement.
SECTION 31. RECORD RETENTION AND ACCESS. The Parties shall maintain books,
records and documents according to their respective law with regard to records retention.
All Parties shall permit the Auditor of the State of Iowa or any authorized representative
of the State and where federal funds are involved, the Comptroller General of the United
States or any other authorized representative of the United States government, to access
and examine, audit, excerpt and transcribe any directly pertinent books, documents,
papers, electronic or optically stored and created records or other records of the Parties
relating to orders, invoices or payments or any other documentation or materials
pertaining to this Agreement, wherever such records may be located. The Parties shall
not impose a charge for audit or examination of the Parties books and records.
SECTION 32. OBLIGATIONS BEYOND CONTRACT TERM. This Agreement shall
remain in full force and effect to the end of the specified term or until terminated or
canceled pursuant to this Contract. All obligations of DNR and the Parties incurred or
existing under this Contract as of the date of expiration, termination or cancellation will
survive the termination, expiration or conclusion of this Contract.
SECTION 33. SUPERCEDES FORMER CONTRACTS OR AGREEMENTS. Unless this
Agreement is an amendment to an Agreement entered into between the Parties and is
designated as such, then this Agreement supersedes all prior contracts or agreements
between the Parties for the services provided in connection with this Agreement.
SECTION 34, CONFIDENTIALITY. The governmental Parties agree to comply with
applicable Iowa law regarding confidentiality.
34.1 Access to Confidential Data. FOMOS's employees and agents may have access
to confidential data maintained by DNR to the extent necessary to carry out its
20
responsibilities under the Agreement. FOMOS shall presume that all information received
pursuant to this Agreement is confidential unless otherwise designated by DNR. FOMOS
shall provide to DNR a written description of its policies and procedures, if any exist, to
safeguard confidential information. FOMOS must designate one individual who shall
remain the responsible authority in charge of all data collected, used, or disseminated by
FOMOS in connection with the performance of the Contract. FOMOS shall provide
adequate supervision and training to its agents and employees to ensure compliance with
the terms of this Agreement. The private or confidential data shall remain the property of
DNR at all times. Failure by the Party to submit its confidentiality policies or to comply in
any way with the requirements of this paragraph shall not affect FOMOS's obligations to
comply with other requirements herein. Nothing in this paragraph shall be construed to in
any way affect FOMOS Is obligations to comply with Iowa and DNR statutes and rules
applicable to confidentiality, as well as DNR policies and procedures regarding
confidentiality, including Department of Administrative Services (DAS) and DNR IT
Security policies and procedures.
34.2 No Dissemination of Confidential Data. No confidential data collected, maintained,
or used in the course of performance of the Agreement shall be disseminated except as
authorized by law and with the written consent of DNR, either during the period of the
Agreement or thereafter. Any data supplied to or created by FOMOS shall be considered
the property of DNR. FOMOS must return any and all data collected, maintained, created
or used in the course of the performance of the Agreement in whatever form it is
maintained promptly at the request of DNR.
34.3 Subpoena. In the event that a subpoena or other legal process is served upon
FOMOS for records containing confidential information, FOMOS shall promptly notify
DNR and cooperate with DNR in any lawful effort to protect the confidential information.
34.4 Reporting of Unauthorized Disclosure. FOMOS shall immediately report to DNR
any unauthorized disclosure of confidential information.
34.5 Survives Termination. FOMOS's obligation under this Agreement regarding
confidential materials and information shall survive termination of this Agreement.
SECTION 35, PROPERTY, INTELLECTUAL PROPERTY, PATENT AND
COPYRIGHT.
35.1 Title to Property. Title to all property furnished by DNR or the State to FOMOS to
facilitate the performance of this Agreement shall remain the sole property of DNR and
the State. All such property shall be used by FOMOS only for purposes of fulfilling its
obligations under this Agreement and shall be returned to DNR upon the earliest of
completion, termination, or cancellation of this Agreement or at DNR's request. FOMOS
acknowledges that it shall acquire no interest or rights in and to such property. Except as
expressly provided in this Agreement, FOMOS shall not disclose or use such property for
any purpose, including pledging or encumbering it, selling or using it for monetary gain,
using it to compile mailing lists, solicit business or pursue other business activities, or
91
otherwise. Title to all property purchased by FOMOS, for which FOMOS has been
reimbursed or paid by DNR under this Agreement, shall pass to and vest in the State,
except as otherwise provided in this Agreement.
35.2 Care of Property. FOMOS shall be responsible for the proper custody and care of
any DNR-owned property, including data, databases, software, interfaces, hardware,
telecommunications lines and equipment, intellectual property and DNR Property
furnished for FOMOS's use in connection with the performance of the Agreement.
FOMOS shall exercise its best efforts to prevent damage to all such property and shall,
at DNR's request, restore damaged property to its condition prior to the damage at the
sole expense of FOMOS. Such restoration shall be complete when judged satisfactory by
DNR. In the event such property cannot be restored to DNR's satisfaction, FOMOS shall
reimburse DNR for any loss or damage to such property caused by FOMOS, or any agent,
contractor or subcontractor employed or utilized by FOMOS. FOMOS shall not take any
action that would impair the value of, or goodwill associated with, the name, property and
intellectual property rights of DNR and the State. FOMOS shall obtain the prior advance
written approval from DNR prior to FOMOS's use of the name, marks or intellectual
property rights of DNR or the State.
35.3 Hardware and Equipment. In the event that any hardware and other equipment
owned by FOMOS and used in connection with this Agreement is subject to the security
interest or a legal or equitable interest by a third party who is not a Party to this Agreement,
FOMOS shall insure in any such transactions that DNR shall be notified of a default
occurring under the instrument and if FOMOS does not cure the default within the time
allowed, DNR may, in its sole discretion, cure the default by FOMOS and assess or set
off all costs associated with affecting cure, including the amount in default and reasonable
attorneys fees against FOMOS.
35.4 Ownership of Deliverables and Intellectual Property. FOMOS agrees that the
Deliverables and all intellectual property rights and proprietary rights arising out of,
embodied in, or related to, such Deliverables, shall become and remain the sole and
exclusive property of the DNR and the State. FOMOS hereby irrevocably transfers,
assigns and conveys to the DNR and the State all right, title and interest in and to such
Deliverables and intellectual property rights and proprietary rights. FOMOS shall take all
actions as may be necessary or requested by the DNR to carry out and effect such
transfer, assignment and conveyance. FOMOS represents and warrants that the DNR
and the State shall acquire good and clear title to such Deliverables, free from any claims,
liens, security interests, encumbrances or other rights or interests of FOMOS or of any
Third Party. The DNR and the State shall have the right to obtain and hold copyrights,
patents or such other registrations or intellectual property protections as may be desirable
or appropriate to the subject matter, and any extensions or renewals thereof. FOMOS
shall assist the DNR and the State to obtain and secure copyrights, patents or other
intellectual property rights, registrations or protections with respect to all such
Deliverables in the United States and any other countries. FOMOS agrees to execute all
papers and to give all facts known to it necessary to secure United States or foreign
country copyrights and patents, and to transfer or cause to transfer to the DNR and the
11
State all the right, title and interest in and to such Deliverables. FOMOS also agrees to
waive and not assert any moral rights it may have with regard to such Deliverables.
FOMOS shall not retain any property interests or other rights in and to such Deliverables
and shall not use such Deliverables, in whole or in part, for any purpose, without the prior
written consent of the DNR and the payment of such royalties or other compensation as
the DNR deems appropriate. As the owner of such Deliverables, the DNR and the State
may, without limitation: (i) adapt, change, modify, edit or use the Deliverables as the DNR
or the State sees fit, including in combination with the works of others, prepare derivative
works based on the Deliverables, and publish, display and distribute throughout the world
any Deliverable(s) in any medium, whether now known or later devised, including, without
limitation, any digital or optical medium, and (ii) make, use, sell, license, sublicense, or
lease the Deliverables and any intellectual property rights therein or related thereto
without payment of additional compensation to FOMOS.
35.5 Further Assurances. At the DNR's request, FOMOS shall execute and deliver such
instruments and take such other action as may be requested by the DNR to establish,
perfect or protect the State's and the DNR's rights in and to the Deliverables and to carry
out the assignments, transfers and conveyances required by this Agreement. FOMOS
shall execute any instruments, provide all facts known to it, and do all other things
requested by the DNR (both during and after the term of this Agreement) in order to vest
more fully in the State and the DNR any and all ownership rights and intellectual property
rights in and to the Deliverables. In the event the DNR is unable, after reasonable effort,
to secure FOMOS's signature on any letters, patent, copyright, or other analogous
protection relating to the Deliverables, for any reason whatsoever, FOMOS hereby
irrevocably designates and appoints the DNR, and its duly authorized officers, employees
and agents, as FOMOS's agent and attorney4 fact, to act for and in its behalf to execute
and file any such application or applications and to do all other lawfully permitted acts to
further the prosecution and issuance of letters patent, copyright registrations, and other
analogous protection, including extensions and renewals thereon, with the same legal
force and effect as if executed by a Party.
35.6 Disputes. In any dispute over ownership or licensing rights, FOMOS shall have the
burden of proving prior or independently developed rights by clear and convincing proof.
SECTION 36. JOINT AND SEVERAL LIABILITY. If FOMOS is a joint entity, consisting
of more than one individual, partnership, corporation or other business organization, then
all such entities shall be jointly and severally liable for carrying out the activities and
obligations of this Agreement, and for any default activities and obligations.
SECTION 37, SOLICITATION. FOMOS warrants that no person or selling agency has
been employed or retained to solicit and secure this Agreement upon an agreement or
understanding for commission, percentage, brokerage or contingency, excepting bona
fide employees or selling agents maintained for the purpose of securing business.
SECTION 38. DELAY OR IMPOSSIBILITY OF PERFORMANCE. FOMOS shall not be
in default under this Agreement if performance is delayed or if FOMOS may not
23
reasonably perform the Agreement due to an act of God, flood, fire or similar events. In
each such case, the delay or impracticability must be beyond the reasonable control and
anticipation of FOMOS, and without the fault or negligence of FOMOS. If delay results
from a subcontractor's conduct, from FOMOS's negligence or fault, or from circumstances
which by the exercise of reasonable diligence FOMOS should have been able to
anticipate or prevent, then FOMOS shall be in default and this paragraph shall not be
applicable. It shall be the responsibility of FOMOS to prove that performance was delayed
or impracticable within the meaning of this paragraph.
SECTION 39. INDEMNIFICATION. FOMOS agrees to indemnify and hold harmless the
State of Iowa and DNR, its officers, employees and agents appointed and elected and
volunteers from any and all costs, expenses, losses, claims, damages, liabilities,
settlements and judgments, related to or arising from: any breach of this Agreement; any
negligent, intentional or wrongful act or omission of FOMOS or any agent or subcontractor
utilized or employed by FOMOS; FOMOS's performance or attempted performance of
this Agreement, including any agent or subcontractor utilized or employed by FOMOS;
any failure by FOMOS to comply with the Compliance with the Law provision of this
Agreement; any failure by FOMOS to make all reports, payments and withholdings
required by federal and state law with respect to social security, employee income and
other taxes, fees or costs required by FOMOS to conduct business in the State of Iowa;
any infringement of any copyright, trademark, patent, trade dress, or other intellectual
property right; or any failure by FOMOS to adhere to the confidentiality provisions of this
Agreement.
SECTION 40. NON -SUPPLANTING REQUIREMENT. To the extent required by federal
or state law, federal and state funds made available under this Agreement shall be used
to supplement and increase the level of state, local, and other non-federal funds that
would in the absence of such federal and state funds be made available for the programs
and activities for which funds are provided and will in no event take the place of state,
local, and other non-federal funds.
SECTION 41. CERTIFICATION REGARDING SALES AND USE TAX. By executing
this Agreement, the Parties certifies that it is either (a) registered with the Iowa
Department of Revenue, collects and remits sales and use taxes as required by Iowa
Code chapter 432; or (b) not a "retailer" or a "retailer maintaining a place of business in
this state" as those terms are defined in Iowa Code section 423.1. The Parties also
acknowledges that the DNR may declare the Agreement void if the above certification is
false. The Parties also understand that fraudulent certification may result in the DNR or
its representatives filing action for damages for breach of this Agreement.
SECTION 42. TAXES. The State of Iowa is exempt from federal excise tax, and no
payment will be made for any taxes levied on a Party's employees' wages. The State of
Iowa is exempt from state and local sales and use taxes on the Deliverables.
SECTION 43, NONDISCRIMINATION IN EMPLOYMENT. The Parties, their
employees, agents, and subcontractors shall not engage in discriminatory employment
Ql
practices which are forbidden by federal or state law, executive orders, and rules of the
Iowa Department of Administrative Services. The Parties, their employees, agents, and
subcontractors shall comply with all applicable federal, state, and local laws, rules,
ordinances, regulations, orders when performing under the Agreement, including without
limitation, all laws applicable to the prevention of discrimination in employment (e.g., Iowa
Code chapter 216 and section 19B.7) and the use of targeted small businesses as
subcontractors and suppliers. Upon the State's written request, each Party shall submit
to the State a copy of its affirmative action plan, if any, containing goals and time
specifications, and accessibility plans and policies as required under 11 Iowa
Administrative Code chapter 121.
The Parties, their employees, agents and subcontractors shall also comply with all
federal, state, and local laws, including any permitting and licensure requirements, in
carrying out the work performed under this Agreement.
In the event either contracts with third parties for the performance of any of its obligations
under this Agreement, that Party shall take such steps as necessary to ensure such third
parties are bound by the terms and conditions contained in this section.
SECTION 44. USE OF FEDERAL FUNDING. This provision is applicable only if federal
funds constitute a part of the payment to be rendered under this Agreement. The Parties
shall comply with all applicable federal requirements, including but not limited to 2 CFR
Chapter I, Chapter II, Part 200, et al. (Uniform Administrative Requirements, Cost
Principles, and Audit Requirements for Federal Awards; Final Rule) and EPA general
terms and conditions which may be found at:
https://www.epa.gov/sites/production/files/2017-
04/documents/epa general terms and conditions effective april 27 2017 or later.pd
f.
25
CITY Or DUE
By: _
Roy D
Q/I
Buo{�Mayor
0
ATTEST:
By:
Ad rl ,
On this <:z 1 day of N p u cL , 2021, before me, a Notary Public in and for said
state, personally appeared Roy D. Buol and Adrienne Breitfelder known to me to be the
persons) named in and who executed the foregoing instrument, and acknowledged that
they executed the same as their voluntary act and deed.
'� . ! I 'ornmissioi i Number i199a6
� `+ MY Commission Expires
Notary Public in the State of Iowa
My Commission expires 1 � • I ,� • a3
26
DUBUQUE COUNTY BOARD OF SUPERVISORS
Hough, airperson
On this I day of 1V►yb �1' , 2021, before me, a Notary Public in and for said
state personally appeared Ann McDonough, known to me to be the person(s) named in
and who executed the foregoing instrument, and acknowledge that she executed the
same as her voluntary act and deed, and as authorized by the Dubuque County Board of
Supervisors by Resolution No. q ) � -15 9
Notarv(Public in the State of Iowa
My Commission expires �- I .��-
DUBUQUE COUNTY CONSERVATION BOARD
By:
Brian Preston,
Executive Director
On this _ day of WoVe�kwhe�r , 2021, before me, a Notary Public in and for said
state personally appeared Brian Preston, known to me to be the person(s) named in and
who executed the foregoing instrument, and acknowledge that he executed the same as
his voluntary act and deed.
tAARY MABEL
. COmrnlaslon Number 709953
IOVIL VV Commlar#on F.xplree
y11 g.�.R
Notary Public in the State of Iowa
My Commission expires .�-l5� aU�a.
29
FRIENDS Or MINES OF SWAIN
By:
Dou�
f Mines of Spain Board
On this o?^c' day of _Vovej-/-ez , 2021, before me, a Notary Public in and for said
state, personally appeared , known to me to be the person(s)
named in and who executed the for going instrument, and acknowledged that he/she
executed the same as his/her voluntary act and deed.
NotarPblic : Sfate;'glowa
My Commission expiresd
,�, DEBRAA. GRAVEL
Commission Nu ber 829598
,nw� j
ir My Comm. flxp� `
29
IOWA DEPARTMENT OF NATURAL RESOURCES
��T�:AIIJ�ii
ii
On this 2ZV`Lk day of NJ oNcy,nb<,� , 2021, before me, a Notary Public in and for said
state personally appeared Kayla Lyon known to me to be the person(s) named in and
who executed the foregoing instrument and acknowledge that she executed the same as
her voluntary act and deed.
PlwiV\L
ALICIA PLATHE Notary Public in the State of Iowa
� Commission Number 830386
iVlyCommij- Commission xpires M Commission expires ow L!'! �k { t i Y p �
30
EXHIBIT 1
MINES OF SPAIN RECREATION AREA
GEOGRAPHY OF PARTNERSHIP
(COLOR CODED OWNERSHIP OF ALL LANDS)
31
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EXHIBIT 2
MINES OF SPAIN RECREATION AREA
(TOTAL AREA REFERRED TO IN AGREEMENT)
33
EXHIBIT 3
E.B. LYONS INTERPRETIVE CENTER
AS REFERENCED IN AGREEMENT)
35
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EXHIBIT 4
DNR-OWNED AND MAINTAINED BUILDING AND SHOP AREA ON CITY LAND
(AS REFERENCED IN AGREEMENT)
37