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28E Partnership Outline for Mines of Spain Recreation Area / E.B. Lyons Interpretive Center Copyrighted February 4, 2020 City of Dubuque Action Items # 6. ITEM TITLE: 28E Partnership Outline for Mines of Spain Recreation Areaand E.B. Lyons Interpretive Center SUMMARY: City Manager providing an update on the progress to provide additional staffing at the E.B. Lyons Interpretive Center at the Mines of Spain. SUGGESTED DISPOSITION: Suggested Disposition: Receive and File ATTACHMENTS: Description Type 28E Partnership Outline for Mines of Spain-MVM City Manager Memo Memo Staff memo Staff Memo Mines of Spain Recreation Area 28E Partnership Supporting Documentation Outline I DNR-City Agreement 1983-2032 with Two Supporting Documentation Amendments Friends-City CooperativeAgreement Insurance 12- Supporting Documentation 2011 IDNR-Friends 28E Agreement 12-05 Supporting Documentation I DNR-City-Friends 28E Agreement 8-2010 to 8-2030 Supporting Documentation Dubuque THE CITY OF � uI�AaMca cih DuB E � � I � � I Maste iece on the Mississi i Zoo�•zoiz•zois YP pp zoi�*zoi9 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: 28E Partnership Outline for New Partnership at Mines of Spain Recreation Area and E.B. Lyons Interpretive Center DATE: January 30, 2020 Leisure Services Manager Marie Ware is providing an update on the progress to provide additional staffing at the E.B. Lyons Interpretive Center at the Mines of Spain. This work is consistent with the approved Fiscal Year 2020 City budget improvement package providing funding to pursue and implement enhancements to existing partnership agreements and to identify new partners to assist with increasing public access and improving the user experience at E.B. Lyons and the Mines of Spain. � Mic ael C. Van Milligen MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Cori Burbach, Assistant City Manager Marie L. Ware, Leisure Services Manager Dan Kroger, Recreation Division Manager Steve Fehsal, Park Division Manager Brian Preston, Dubuque County Conservation Director Todd Coffelt, State Parks Bureau Chief Detra Dettman, District Supervisor Jason Gilmore, Park Ranger Elli Slouha, Park Manager Doug Olk, President, Friends of Mines of Spain Jennifer Tigges, Friend of Mines of Spain Rudy Pruszko, Friends of Mines of Spain Kurt Stand, President and CEO, National Mississippi River Museum and Aquarium Jared McGovern, Curator of Conservation Programs, National Mississippi River Museum and Aquarium THE CTTY OF Dubuque � AII�A�nnCiry DUB E '�I�I��' Masterpiece on the Mississippi Z°°' Z°'Z 2�13 201� TO: Michael C. Van Milligen, City Manager FROM: Marie L. Ware, Leisure Services Manager SUBJECT: 28E Partnership Outline for New Partnership at Mines of Spain Recreation Area and E.B. Lyons Interpretive Center DATE: January 28, 2020 INTRODUCTION The purpose of this memorandum is to share information and a 28E Partnership Outline related to a new developing partnership for the E.B. Lyons Interpretive Center and Mines of Spain Recreation Area. BACKGROUND The lowa Department of Natural Resources (IDNR) and the City created a partnership which began in 1983. Their role has been to manage not only the land owned by the state but through an agreement they also have managed and maintained city-owned lands contiguous to the Mines of State Recreation Area, 89-acres of prairie and wooded parkland. They also have maintained and staffed the E.B. Lyons Nature Center which is a city owned building. The Friends of the Mines of Spain (FOMOS) are a long-standing partner with the City as well. 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 as well. The Friends are to be commended for their past and current commitment to the Interpretive Center and the Recreation Area. This partnership has been with the City as well as the lowa Department of Natural Resources. The IDNR in recent history has seen declining budgets which has affected staffing for the Center and area. This has 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. The Center most recently has been staffed by volunteers of the Friends of Mines of Spain with a significantly reduced number of hours. As a city we know of the importance of volunteer organizations and value how they assist in the operations of outdoor areas and recreation is critical to our community success. 1 The IDNR has been taking care of the maintenance and management of the 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. As we all know Dubuque embraces partnerships and with that the City Council approved as a part of the current FY20 budget an improvement package for $50,000 recurring operating funds. The improvement package was for part-time staffing for the E.B. Lyons Interpretive Center and utility costs. It was stated that when the impact of full-time equivalents and partnership details were known they would be presented for approval. The funds were to assist in the first steps of a new partnership model to be developed and brought forward. The goal of the partnership was to establish adequate public access to the Interpretive Center and access to programming. The current Mines of Spain partnership is between the City of Dubuque, the State of lowa Department of Natural Resources and the Friends of the Mines of Spain. The partnership started in 1983 and 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. The agreements are attached to the agenda item. DISCUSSION Numerous partners have come around the table at various times over the last two years. 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 lowa Department of Natural Resources (IDNR), Dubuque County Conservation (DCC), Friends of the Mines of Spain (FOMOS) and the City of Dubuque (City). At these meetings the State IDNR was represented by State Parks Bureau Chief, Todd Coffelt, District Supervisor, Detra Dettman, Park Ranger, Jason Gilmore and Park Manager, Elli Slouha. 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, Jarrod McGovern whom has also been participating. 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. For example, these goals compliment the City's vision and mission along with Council goals of Partnership for a Better Dubuque, Diverse Arts, Culture, Park and Recreation Experiences and Activities, as well as Sustainable Environment: Preserving and Enhancing Natural Resources. 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. As a group we then looked at which organization is best to do which tasks. This sometimes meant giving up, taking on and/or trading responsibilities. The partners talked about what staff is the most 2 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. Dubuque County Conservation has been going through a master planning and public input process. Citizens have weighed in on the importance of environmental education. DCC is also an expert at environmental education, this is an important addition to this partnership. The Friends of the Mines of Spain, a 501c3 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 continue with that support of both Mines of Spain and the Center. The 28E Partnership outline attached shares the broad details of what each partner representative/s brings and feels they can commit to the partnership. This outline is now being presented to each governing body of each entity. The City currently has $50,000 budgeted. This draft partnership outline would have an operating budget cost of$57,300 in FY21 for the city, thus a $7,300 increase. This amount is based upon the expenses as outlined in the document. The City would also take on the capital costs related to the E.B. Lyons Interpretive Center and parking lots. This is because the City owns the building and its improvements. Dubuque County Conservation would hire a full-time naturalist to be based out of the E.B. Lyons Interpretive Center and place one other full-time staff inember 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 split 50/50 between the County and the City. Dubuque County Conservation will be presenting an FY21 budget to the County Supervisors in the amount of$57,300 as well at their January 31 presentation. The lowa 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. They will also provide staff assistance during peak programming (i.e. school field trip time) and a seasonal interpreter to work with DCC naturalist. The Friends of the Mines of Spain will continue to fundraise as the non-profit that supports both the Mines of Spain and the Interpretive Center. They will continue to promote volunteerism both inside the Center and in the recreation area and for both the County and the State. The FOMOS will review the outline at their meeting this week. 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. 3 Additional partnerships will continue to be pursued, like the summer camps offered by the University of lowa last summer at the Center, the University of lowa School of the Wild school programs and discussions already mentioned with the National Mississippi River Museum and Aquarium. This partnership outline is being presented to each partner's governing body. Any feedback, concerns, questions and input received will be reviewed. Each agency would consider the budgetary changes related to the outline. The next step is to take this outline, and have it transformed into a legal 28E agreement. After review by each organization's legal counsel, the agreement will be brought to each organization for final approval. It is the goal of the partners to have this done by early May if not before. This would then allow the recruitment of a naturalist with the start date of July 1 , 2020 pending approval of the City and County budget. RECOMMENDATION I respectfully request City Council consideration of the Mines of Spain Recreation Area 28E Partnership Outline and fully recommend endorsement of this outline with a final agreement to be brought forward in the coming months. M LW:kd cc: Teri Goodman, Assistant City Manager Dan Kroger, Recreation Division Manager Steve Fehsal, Park Division Manager Brian Preston, Dubuque County Conservation Director Todd Coffelt, State Parks Bureau Chief Detra Dettman, District Supervisor Jason Gilmore, Park Ranger Elli Slouha, Park Manager Doug Olk, President, Friends of Mines of Spain Jennifer Tigges, Friend of Mines of Spain Rudy Pruszko, Friends of Mines of Spain Kurt Stand, President and CEO, National Mississippi River Museum and Aquarium Jared McGovern, Curator of Conservation Programs, National Mississippi River Museum and Aquarium 4 MINES OF SPAIN RECREATION AREA 28E PARTNERSHIP OUTLINE PARTNERS State of lowa Department of Natural Resources (IDNR) Dubuque County Conseroation (DCC) City of Dubuque (City) Friends of the Mines of Spain (FOMOS) PREAMBLE WHEREAS, the City of Dubuque, the State of lowa Department of Natural Resources, the Friends of the Mines of Spain and Dubuque County Conservation (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 public 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 (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..... GOALS OF THE PARTNERSHIP 1 . Increased and meaningful use of Mines of Spain Recreation Area a. Engaging people in park resources outside b. Engaging people in interpretive center resources and rooms inside c. Engaging people in the Mines of Spain as a place for interpretation and history of the area and the natural resources contained within it January 29, 2020 d. Encouraging people to be active all year round, all four seasons e. Hosting programming and activities year-round 2. Ability to do outreach into the community which connect people back to Mines of Spain Recreation Area as well as other city, county and state parks and outdoor recreation areas. 3. Increase support for lowa State Parks and Mines of Spain Recreation Area a. People in community want to be active in the outdoors b. Community sponsored events held at Mines of Spain c. Active individuals, groups and organizations becoming involved in the park d. Volunteering in the Interpretive center as well as resource management e. Free entertainment for all f. People actively advocating for the Mines of Spain 4. Increased partnership opportunities with the local higher education institutions a. Research b. Interns and/or volunteers c. Potential summer part-time employment d. Connecting collegiate population with local resources Key Performance Indicators 1 . Increased learning opportunities through Interpretive Center being open more hours 2. Increased numbers of people in programming that connect participants to areas of the park and increased learning about the environment. 3. Increased and improved interpretation activities Outcome 1 . Trained, engaged environmental stewards 2. Healthier citizens 3. Residents connected to natural areas 4. Safe learning environments OUTLINE OF 28E PARTNERSHIP State of lowa Department of Natural Resources (IDNR) 1 . Provide continuing resource management, interpretation, outreach, enforcement, operations and facilities management for Mines of Spain State Recreation Area, 1437 acres 2. Provide resource management, interpretation, outreach, enforcement and operations for city owned property in the Mines of Spain Recreation Area including the E.B. Lyons Prairie-Woodland Preserve, Rip Row Valley Property and the E.B Lyons Interpretive Area Addition (Bottoms Addition), 99.09 acres with the exception ofthe E.B. Lyons Interpretive Center 3. Establish policies for the lands managed by IDNR January 29, 2020 4. Provide maintenance and custodial duties for facilities such as woodland walk shelter and latrines 5. Provide mowing and maintenance of outdoor landscapes around the Center 6. Provide all equipment necessary for maintenance of areas listed above 7. Administer special events permits through the State of lowa event permit process for outdoor events in areas described above as well as the State-owned Mines of Spain State Recreation Area 8. Maintenance and all costs of the state park shop building and grounds inside the fence including but not limited to utilities, security, phone, internet, and insurance 9. Provide dumpster and recycling services for IDNR as well as the E.B. Lyons Center 10. License canoes and kayaks used for outdoor recreation programming 11 . Provide seasonal interpreter to work in partnership on programming at the E.B. Lyons Interpretive Center 12. Provide IDNR staff assistance during seasonal peak environmental education and interpretive programming 13.Market Mines of Spain State Recreation Area. Cross promotion accepted by and for the FOMOS, DCC, and IDNR. 14. Permanent memorial, donations and/or capital improvements on city owned lands leased to the IDNR must first be approved by the IDNR and then by the City 15. Persons wishing to volunteer in areas leased or managed by the IDNR are considered IDNR volunteers and must be approved through IDNR processes and procedures 16.Contribute monetarily to the partnership 17.At the signing of this agreement all contents of the E.B. Lyons Interpretive Center become the property of the City of Dubuque with the exception of the personal property of FOMOS. 18.As property owner of the land comprising the Mines of Spain Recreation Area shown on Exhibit 1 , the State of lowa Department of Natural Resources will sign pre- annexation documents committing the land comprising the Mines of Spain Recreation Area to future annexation to the City at some unknown future date, as determined by the City. (Note: This exhibit is currently being developed.) Dubuque County Conservation (DCC) 1 . E.B. Lyons Interpretive Center (Center) a. Operate the Center on a day to day basis . Permanent memorial, donations and capital improvements related to said memorials and donations to the Center must be approved by the City. b. Establish open hours and days of the Center . Open and close the Center c. Establish policies and procedures for the Center and all its activities and programming d. Provide day to day maintenance of the Center e. Provide aquarium and animal care including birds f. Establish programming and programming schedule for the Center, including calendar for the Center January 29, 2020 . Manage rental of snowshoes and cross-country ski lending as well as canoes and kayaks including any fees if determined necessary . Coordinate with Friends of the Mines of Spain on programming Friends wishes to sponsor . Coordinate programming to be offered at the Center with other partners 2. Coordinate reservation of pavilion in the E.B. Lyons Addition and the room(s) and areas in the Center and any superoision necessary . Set any fees and policies related to rentals 3. Snow and ice control and striping of E.B. Lyons Interpretive center and E.B. Lyons Addition parking lots plus snow removal on sidewalks to and around the Center 4. Employ and supervise new full-time naturalist position located at and serving the E.B. Lyons Interpretive Center a. Provide for necessary employee costs including but not limited to training, benefits, clothing allowance, travel/mileage and equipment such as computer and phone 5. Co-locate second full-time Dubuque County Conservation employee in addition to the full-time naturalist described above to staff the E.B. Lyons Interpretive Center 6. Complete and implement the Mines of Spain Recreation Area Interpretive Plan 7. Persons wishing to volunteer in the Center are considered County volunteers and must be approved through County processes and procedures 8. Temporary or programmatic memorials and donations to the Center are approved by the DCC using its memorial policy. 9. Market the E.B. Lyons Interpretive Center and Mines of Spain education and programming. Cross promotion accepted by and for the FOMOS, DCC, and IDNR. 10. Provide an annual report to each entity of the Advisory Board by December 31 of each year. City of Dubuque (City) 1 . Provide the E.B. Lyons Interpretive Center and all its contents for day to day operation and use by DCC for use to provide programming and other activities as outlined in the goals above and this document. 2. Provide in the Center a minimum of 195 square foot space in same or divided areas for a gift shop, desk area and storage space for FOMOS with proceeds that benefit the Center, programming, and/or city and state-owned lands as a part of this agreement 3. Capital improvement and capital replacement expenses related to E.B. Lyons Interpretive Center as well as the parking lots at the Center and E.B. Lyons Addition City and County 1 . County will set up a separate operating budget for the E.B. Lyons Interpretive Center in its budget. 2. County will develop the operational budget for the E.B. Lyons Interpretive Center and present the next fiscal year budget to the City by October 15 for the next fiscal year. January 29, 2020 � 3. City will review the operational budget presented by the County. The City will respond by October 31 to accept the budget proposal. Any issues will be resolved prior to October 31 . 4. The approved operational budget will be split 50/50 between the City and County. . The operational budget will include a full-time naturalist (salary and benefits) assigned to the E.B. Lyons Interpretive 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°k administrative fee calculated from the total expenses and added to that total amount. This total will be then split 50/50 and each entity will budget said amount in their upcoming budget request for the next fiscal year. 5. The County will pay all expenses associated with the approved budget. 6. The County will bill the City quarterly by actuals at the end of each quarter. Friends of Mines of Spain (FOMOS) 1 . Fundraise for gifts such as funding for land acquisition and development, park improvement, environmental programming and scholarship funds for projects such as school bus scholarships 2. Provide and staff the gift shop and vending for as long as the FOMOS wish to operate a gift shop and vending . All fixtures and contents of the gift shop are the property of FOMOS 3. Promote, coordinate and provide volunteers to the Center and DCC programming in accordance with DCC volunteer policies and procedures 4. Provide programs and activities related to Mines of Spain Recreation Area as well as City owned areas as described above. The programming at the Center or in the lands must be coordinated with DCC schedule and IDNR as appropriate. 5. Accept memorials and donations related to FOMOS mission and coordinate with the appropriate partner based upon jurisdiction as outlined in the sections above. 6. Market the E.B. Lyons Interpretive Center and Mines of Spain. Cross promotion accepted by and for the FOMOS, DCC, and IDNR. 7. Provide a FOMOS board ex-officio seat for to IDNR, DCC and City representative to increase communication open between all parties All Partners to this Agreement 1 . Promote volunteerism in the Mines of Spain Recreation Area 2. Agree that deer management is important to the management of the Mines of Spain Recreation Area January 29, 2020 3. Any partner may write grants for their agency and/or partner with any other partner(s) in this agreement. The grant improvement, project or program should be approved by any other partner based upon the areas of responsibility listed above. 4. All partners agree that at times opportunities may present themselves to acquire through purchase and/or donation land that could expand the Mines of Spain Recreation Area and contiguous public owned property. The partners will convene the Advisory Board to work collaboratively if these opportunities occur. ADVISORY BOARD In a partnership of four parties, communication is critical to success. All partners to the 28E agree to meet quarterly for the first 1 YZ year of the agreement then minimally on an annual basis after that time and more often if necessary. Any partner can call a meeting of the Advisory Board with two weeks' notice. The City representative shall be the convener of the Advisory Board. The Advisory Board shall consist of two (2) IDNR employees, two (2) City employees, two (2) County employees and two (2)) FOMOS representatives. 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 Mines of Spain Recreation Area as well as volunteerism in the areas. Any items not specifically addressed 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 28E Agreement, amendments shall be proposed by the Advisory Board and then taken for approval to each partner organization. TERM OF 28E AGREEMENT 10 years with five-year extensions possible for a total of up to 2 extensions unless any party objects January 29, 2020 • „ j � CITY OF DUBUQUE AGREEMENT J THIS AGREEMENT is entered into on this �'�� ,^q day of �! , 1oj.• �. � r,, by and between the City �t Dubuque, Iowa, herein ref o as "the �i�y and �he :owa Siat2 Conservation Commission as created Section 107. 1, J Code of Iowa , nerein re;erred to as "the Commission”. '�J WHEREAS, �he City is thP owner and operator of a public nature 1� pr�serve and interpretive center known, called and named as "The E. B. Lyons Prairie-Woodiand Pr�serve and Nature interpretive Center" herein called "the Preserve" ; and WHEREAS, the Commission is the owner of certain land commonly known as the "Mines of Spain" , located in the close proximity of the Preserve; and WHEREAS, the goals of the Commission in managing the Mines of Spain include the protection and preservation of unique, rare, significant cultural and natural resources ; ecological recovery and wildlife population enhancement ; and provision for access to accommodate pedestrian-oriented activities with emphasis on nature study are in harmony with the goals of the City for the management of the Preserve; and WHEREAS, the Commission is empowered to acquire by leas2 and to manage recreation areas and provide access thereto; and WHEREAS, it is deemed to be in the best interest of both parties to this Agreement and to the public in general that the Commission take custody of and operate the Preserve in connection with its management of the Mines of Spain and to provide access thereto. NOW THEREFORE, the parties hereto have mutually agreed as follows : Section 1. The Property. The property identified herein as the Preserve to be leasetl to and operated by the Commission is legally described as follows : Lots 2 and 3 of the northeast one-quarter of the southeast one-quarter of section 1, township 88 north, range 2 east of fifth prime meridian ; lots 2 and 3 of the northwest one-quarter of the southwest one-quarter, lots 2 and 3 of the northeast one-quarter of the southwest one-quarter, and lot 2 of lot 1 of southwest one-quarter of the southwest one-quarter of section 6, township 88 north, range 3 east of the fifth prime meridian in Dubuque County, Iowa, according to the respective recorded plats thereof, containing thirty acres more or less. Section 2. Term of Agreement. This Agreement shall be for a term of forty-nine (49) years running from July l, 1983 �o June 30, 2032. Section 3. Rental . The �ommissiun shall pay to the City on or before July 1, 1983, the amoun� oi eignt nundred dollars ($800.00) as rental for the Preserve for the period July �, 1983, througn June 30, 1984. The rental for succeeding years shall be reneaotiated eacn year on the basis of the cost to the City of the �remiums -or �he insurance coverage with respect to the Preserve required by Sec�ions �i and �?. �ereor. Sec�ion 4. Use or Property. The Commission agrees that during the life of this Agreement the use of the Preserve shall be for pedestrian-oriented activities consistent with the goals of the Commission in the management of the Mines of Spain, and to provide public pedestrian access to the Mines of Spain, provided, however, the use of motorized vehicles, fire arms, horses, picnicking areas and all other activities that would be disruptive to the appropriate management of a woodland preserve and nature center would be prohibited on the Preserve. Section 5. Identification. The Commission agrees that during the life of this Agreement the Interpretive Center building will be identified and known as "E. B. Lyons Prairie-Woodland Preserve and Nature Interpretive Center". Section 6. Staffing. The Commission shall provide competent and qualified staff under appropriate supervision to plan, implement and provide an interpretive nature center for visitor participation and visitation. Section 7. Friends of the E. B. Lyons Nature Center. The Commission agrees that it will cooperate with "Friends of the E. B. Lyons Nature Center" and other volunteer, non-profit organizations interested in the enhancement and development of the Preserve. Section 8. Maintenance. The Cominission shall provide adequate maintenance and services to preserve the Preserve including trails, interpretive displays and signs , historical and natural areas, and prairies and woodland units. Section 9. Improvements. � Improvements to the Preserve shall only be made by the Commission with the prior written consent of the City and at Commission expense. PAGE 2 , ` Any improvements made by the Commission shall not be removed from the Preserve and shall become the property of the City upon termination/ expiration of the ieasea at the expiration/termination of the lease, the Preserve shall be surrendered to the City by the Commission in substantially the same condition as wnen ;irst leased, fair wear and tear exceptedo Sec�ion 10. Harvesting or Mininga Har�✓esting or mining of any natural resources on the property described in Section 1 hereof is prohibited except with the prior written consent af tne City. Section 11. Casualty Insurance The City shall insure all current and subsequent improvements and the contents thereof with fire and extended coverage insurance including wind damage, vandalism and theft in favor of the City in an amount satisfactory to the City and reasonably consistent with the fair market value of the improvements. Section 12. Liability Insurance. The City shall add the State of Iowa and the State Conservation Commission as additional co-insureds to general liability and casualty policies maintained by the City. Section 13. Assignability. The Commission shall not assign or transfer any interest in this Agreement without the prior written approval of the City. Such prohibition also includes contracts to third parties for custody, management or operation of the Preserve. Section 14. Termination. In the event the Commission shall fail to keep, perform and observe in a timely and proper manner any of its covenants or obligations under this Agreement and any such failure or violation shall not be cured or remedied within sixty (60) days after the date the Commission receives notice from the City of such failure or violation (or, if not practicable to cure or remedy such failure or violation within such sixty [60] day period, within such longer period as shall be reasonable under the circumstances and as shall be specified by the City in such notice) ; then, in such event, the City may at its option, terminate this Agreement, by written notice to the Commission specifying the effective date of such termination. Upon such termination the City shall have the right to enter upon the Preserve and to assume exclusive control and management of the Preserve. PAGE 3 , � , . � . �� �� i Section 15o Voluntary Terminationd Either party may terminate this Agreement by written notice to the other party specifying thz effective date of such termination, which date sha11 be at least eighteen (18) months after such notice is givens Signe� in two capies by the parties heretoo ����ST�� CITY OF DUBUQUE, IOI�lA _.,, �--� � � � ,�-,,� r ,�i=-F�-1�> :�� �...�..�_��r: gy ;�'' � ��--� MARY �� DAVIS, CITY CLtRK `�t�ES E. BRADY, MAYOR � � �� � ��: IOWA ,�ONSERVATION COMMi::�ION � � y� � �y;�� �� \ � B� : � ' :, : ;, � � � Approved as to form this day of � , 1983. � �� � � HARLEY F. ARK, JR. COR RA� TION UNSEL PAGE 4 � �I�C� AUG. 24, �929 , � Ao�. , ' to � � �� 2 �nd 3 0� the ubdivi��on ot the Nort� a�t or �Quth �ast � o� �ection 1.,To�rn�hip �� North,Ran .e 2 Eaat ot 5 P.�i• I,ots � and 3 T,�M+��+� of the North �est � o� outh �est , Lots 2 �nd 3 ot' Plorth East � ��' �noN uth e�t �, d o�t 2 �2' I,o� 1. �� uth est of �outr. West � o� � ea�S.�n 6, •i.r� Town�hip North, n�� 3 Ea�t o� 5th P.M. ; �.cc�rdin� , �,� ;��� �o �h� r�spect�v� �eco �d ����� 'ther�o�. . � � � � � � �'�?'o�r3�� ���� ���� ?���v�.�n �� �he pr�mi�e� under e�amin�ti�n: i ��• ; EXHIBIT A f .i.as.� + �^� , B�.oS'C��. �.5�>j� .d `)1� �•�.�.� � �/d��.�� �. �'.�� �¢�, �j � ��. Jd�.�t� �'�.�A"£�be� �� � -. ; t - p�� ,� �e.cr �. _ �S— 3 E' " ys �c. ..w•►• d See. l,�'�8-,2�: � '� � �. t�.�r �.�:s-o � � �'o.� �iAl.�4r�/ �,/�.3 N��T Ls/ r�.�oe�ys. �.Soe g a� / �+tNSW-`•�S-.3� . � .� V . W � � W 1! i IJnited State� of �eric� b� the )Bk. L.32-�?29. Copy o� ���ent. I - � Pr�siclent t Millard �'11.1.�ore; � I�m'ted �ept. 5, 1�50. ' ; PJ.�argent,Recorder o� the� Gener�l.� ��'iled Oct. �, 1941. � 39. d OSfic�, � . ) � _. . a � aran�e�, ^in�er�_��:i�;����r�arzn 4 ___ _.___ ` . to _ - �e.et � of the south w►eat frac-� ; � tional �,of Section 6,in �To��n I John D.Bush. ^�--� ) ehlp 88 North o� Rr�n�e 3 East 1.�ic:�� :'..r���L�.- � ' `> > ;��^�5r�-��.�'';�• � of 5th P.N�. in the �istrict oP LandB eub�ect �o" aale at Dubuque,Io�aa,containing 160 acres acco�d- ing to the OfPicial Plat of the Surve� of, �hP aaid L�nd. Attached is certi�icate of R.B.C1lnton,Chief,PatPnt� Divlsio:�, aeneral Land Office,Washington.A.C`i��^(aeal) , dated Sep.27,1941,as to ; above being a true Qopy.��-:'- • '� . .��� j L.32-525, is another Copy o.f same Patent abstracted above,certi- fled l�iar.6 ,1942,by R.S. C1lnton�;Ch1eP,PatPnta Divielon ,General Land � OPfice,Z�aehin�ton D. C. ( seal ) . Filed for record A�r.d,1942. 1. � , F2ESOLUTION NO. 414-01 RESOLUTION APPROVING AN AMENDMENT TO THE LEASE AGREEMENT WITH THE IOWA STATE CONSERVATION COMMISSIOfd Whereas, published notice of date, time, and place of a public hearing, pubiished in the Telegraph Herald, a newspaper of general circulation published in the City of Dubuque, lowa, on the 7th day of September, 2001, the City Council of the City of Dubuque, lowa, met on the 17t" day of September, 2001, at 6:30 p.m., in the Public Library Auditorium, Eleventh and Locust Streets, Dubuque, lowa, to consider the first amendment to the Lease Agreement between the City of Dubuque and the lowa State Conservation Commission, a copy of which is attached hereto and incorporated herein by reference; and Whereas, the City Council of the City of Dubuque, lowa, overruled any and all objections, oral or written, to the lease agreement; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The amendment to the �ease Agreement between the City of Dubuque and lowa State Conservation Commission, a copy of which is attached hereto, is hereby approved. Section 2. The Mayor is authorized and directed to execute the Lease _ Agreement on behalf of the City of Dubuque. Passed, approved and adopted this 17t" day of September, 2001. �, � Terrance uggan Mayor Attest: �_-. � '.��1'/;�'',�/������T� Jeanne F. Schneider City Clerk PK CERTIFICATE OF CITY CLERK STATE OF IOWA ) ) COUNTY OF DUBUQUE ) I, Jeanne F. Schneider, do hereby certify that I am the duly appointed, qualified, and acting Clerk of the City of Dubuque, lowa in the County aforesaid, and as such Clerk I have in my possession or have access to the records of the proceedings of the City Council. I do further state that the hereto attached Resolution No. 414-01 is a correct copy of the original Resolution No. 414-01 approved and adopted by the City Council of the City of Dubuque, lowa, at a session held by said Council on the 17th day of September, 2001. In Testimony Whereof, I hereunto set my hand and official seal of the City of Dubuque, lowa. Dated at Dubuque, lowa on this 18`h day of September, 2001. , , , , � �� � �,� � , - �,�J anne/F. Schneider City Clerk City of Dubuque, lowa (SEAL) AMENDMENT TO LEASE AGREEMENT BETWEEN THE CITY OF DUBUQUE AND TH� IOWA STATE CONSERVATION COMMISSION THIS AMEIVDMENT to the Lease Agreement between the City of Dubuque and the Iowa StateConservation Commission, now the Department of Natural Resources, and made and entered into this��day of�2001. WHEREAS, on June 6, 1983, the City of Dubuque (City) and the Iowa State Conservation Commission, now the Iowa Department of Natural Resources (DNR)eutered into a lease(the Lease) for certain property owned by the City: AND WHEREAS, the City and the DNR now desire to amend the Lease to include additional property owned by the City. NOW, THEREFORE, TT IS AGREED BY AND BETWEEN THE PARTIES THAT THE LEASE IS AMENDED AS FOLLOWS: 1. By amending the first WHEREAS clause to read as follows: WHEREAS,the City is the owner of a public nature preserve and interpretive center known as the"E.B.Lyons Prairie-Woodlaud Preserve and Nature Interpretive Center,"and property known as the"Rip Row Valley Property"s6own on the DNR Lease Exhibit, attached hereto,(all such property being collectively referred to herein as"the Preserve"); and 2. Section 1 of the Lease is hereby amended by adding at the end thereof the following And: Lot 3 of Fractiou Government Lot 1,in Section 5,T88N,and R3E of the 5�'.P.M.in the City of Dubuque,Dubuque County,Iowa,as shown on the attached DBR Lease Exhibit 3. Add Section 16 OTHER PROVISIONS: 1. EXPENDITiJRE OF FiJNDS. Nothing in this agreement shall obligate or bind either party to expenditure of funds in excess of funds available to each party. 2. CLEANING OF THE AREA. The area shall be cleaned of all debris. Material to be removed prior to DNR management shall included but are not limited to: light poles, street pavers,fencing,guard rait posts,culverts,and concrete.. The area is to be iospected by DNR and a written acknowledgement to the City will be issued before the agreemeut becomes effective. � � f M 3. All other items shalt remain in full force. Signed: C�T'Y OF DUBUQUE BY `�v�;�,C.�:�°` Name ��r�j l��/ / � Title IOWA DEPARTME OF NA L RESOi�j2CES BY Allen L.Farris,Administrator Fish&Wildlife Division Acting Administer Parks,Recreation&Preserves Date ��aJ/��Y'�i�2✓ «� . � ;O� 3 ,, .. • t',, 4 '1te :2',.•:-• - , -''' ' 41-:i2.11",;;-4F;ofaiu. -,-No",6,t,:. .4114."•:7-'''‘'n?1*...1.-4.- •-,e • -- '• . --414-'",e--1/4-." • • '4., - •-:,' AA: (..- •-; :iSttlels - ' ' •-.= - ._ - '14:00110.Nt-rA•% -, ''' • - „ • :.• 44. pls. • i•-°47:4111.t. . '..''.'1'eZ..::: • 1....,: • *" t"..t' , ., .. . :';',:‘.4'‘:1•'• ... )4.04-"''' 414`,>.i eti..1:4V •.• I.," ' • , -40' '''!-'4.4'. •Sk' st 14,6,11.t.,. As N.0s., 'ig.S.Sf ',s''• SEVitaix12a441aoiill'li.4.06114a6k- accuo.463.4,... DNR LEASE EXHIBIT arcdataigisproyen/wwtp.apr/juliendubdrarea/dnrlease/ GC�T 19-2�U1 r��I 0��05 PM �OHN DEERE HEALTH CARE FAX �y0, 319 588 2920 ��. 0� RESOLU'T�lON NO. 414-01 R�SOLUTION APPROVING AN AfVl�NbMENT TO THE LEAS� AGREEMENT WITH THE (QWA.STATE CONSERVATION COMMISSION Whereas, pubiished notic� o# date, time, and place ofi a pubiic hearing, published in the Telegraph Herald, a newspaper of general circulatian published in the City of Dubuque, lowa, on #he 7t" day of September, 2001, the City Counci) of the City of Dubuque, lowa, m�t on the 17th day of September, 2001, at 6:30 p.m., in the Public Library Auditorium, Eleventh and Locust Streets, Dubuque, fowa, to consider the first amendment to the Lease Agr�Ement between the City of Dubuque and the lowa State Conservation Gommission, a copy of which is attached here#o and incorporated herein by reference; and Whereas, the City Council of the City of Dubuque, lowa, overrulEd any and ali objections, ora) or written, to the lease �greemen�; NOW THEREFORE, BE IT RESOLVED 8Y THE CITY COUNCIL OF THE C1TY OF DUBUQUE, IOWA: Section �. The amendment to the Lease Agreement between the City of Uubuque ,�n� �ov,�a `v`�dtE COh5E1'V^atiOfl CO(f'ti'ti[SSIOCl, a copy o� whi�h is attaci�e� i�e,eto, is hereby approved. Section 2. �'he Mayor is authorized and directed to execute the Lease Agreement on behaif of the City of Dubuque. PassEd, approved and adopt�d this 17th day of Sepfember, 2001. ��� Terrance uggan Mayor A#test: , , ��_. �.li�/.i�i' --�-'���i.-�.�� ��, / Jeanne F. Schneider `J City Clerk QK 10/19/O1 FRI 1S:06 (Tl/R� \0 66�3 i �'�����; ' �CT-�9-2001 FRi 07:05 PM JOHN DEERE HEALTH CARE FAX N0, 319 588 2920 P, 02 CERTIFICATE flF DEPUTY CITY GLERK STATE OF IOWA ) ) CUUNTY OF DUBUQUE ) I, Karen M. Chesterman, do hereby ce�tify#h�t I am the du(y appointed, qua(ified, and acting Deputy.Clerk of the City of Dubuqt��, lowa, in tha County aforesaid, and as such Deputy Cierk i have in my possession or have access to the records af the proceedings of the City Council, l do further state that fihe hereto attached Resofution No, 414-01 is a correct copy of the original Resolution No. 414-01 a�proved by the City Council of the City of Dubuque, lowa, at a session t�eid by said Councif on the 17th day Qf September, 200'I . In testimony whereof, i hereunto set my hand and official seal of the City of Dubuque, lowa. Dated at Dubuque, (owa, this 18th day af October, 20Q1. - �2, �..��� � aren M. Chesterman, Deputy City C(erk (Seal) 10/19/O1 FRI 18:06 [T�/R� \0 6653] �ir�'.'UO2 I,EASE f�MEI�TDIvIEI�'T— �ITY OF I31TBUQUE Allen Farris,Administrator,Fish and Wildlife Division,presented the following item. The Natural Resource Commission is requested to authorize the Director to approve an amendment to the lease agreement between the City of Dubuque and the Iowa State Conservation Commission now the Department of Natural Resources. The City of Dubuque and the DNR entered into a forty-nine year agreement in 1983. The agreement covered land owned by the City,which consists of approximately thirty acres more or less and is now being managed by the DNR. The amendment is to include an area known as Rip Row Valley and consists of approximately seven acres more or less. The area is adjacent to and north of the Julien Dubuque Monum�t at the Mines of Spain Recreation Area. The DNR has agreed to include the area under their management providing the area is cleaned of all debris. The City of Dubuque approved the amendment on September 17,2001 under Resolution No.414-01. Motiof� tivas made by Conm�issiotaer CI�j•istiansef7 to authot•ize the Director to appf�o��e qfa amendment to the lease agreefnent �a�ith the City of Dr�briqr�e, as presef�ted. Secot�ded by Comn�issioner Fi�ancisca Motioj�ca�•�•ied ulurr�imo��sly. AMENDMENT APPROVED , ,� r i i I I I � Prepared by Stacey Sipe,lowa Department of Natural Resources,Wallace State Office Bldg.,502 East 9th Street, Des Moines, lowa 50319-0034,515-281-7012. Return Original to Stacey Sipe at above address. SECOIVD AM�RIDMEIVT�'�,4C;�E�MERIT BEl'W�EN ��E CI�V OF DU�ID�GJ� AND DOWA DEPARTMEI��'O� NA�'URAL�t�SOl1�tC�S THIS SECOND AMENDMENTto the AGREEMENT described below between the City of Dubuque and the Department of Natural Resources and made and entered into thi��day of � , 2014. WHEREAS,on June 6, 1983, the City of Dubuque (City) and the lowa Conservation Commission entered into an Agre,ement for certain property owned by the City, "the Preserve", as described in that Agreement; W HEREAS,the lowa Department of Natural Resources (DNR) is the predecessor agency to the lowa Conservation Commission through Senate File 2175,715t General Assembly(1986) and has assumed the lowa Conservation Commission's interests and obligations in the Agreement; WHEREAS, effective September 17, 2001,the City and DfVR entered into the first Amendment to the Agreement to also include the area I<nown as Riprow Valley in the Agreement; WyEqE"�S,the City has acquired additional property to the pronertv described in the original Agreement and first Amendment; AND WHEREAS,the City and DNR desire to further amend the Agreement to include the additional property owned by the City. NOW,THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES THAT THE AGREEMENT IS AMENDED AS FOLLOWS: 1 SECTION 1. The City shall mal<e the Agreement a condition of any transfer or assignment of the Preserve, and this document shall be recorded to notify potential successors in interest in such Preserve. SECTION 2. Amend the description of the "Preserve," a defined term, by amending the first WHEREAS ciause of the original Amendmentto read as follows: WHEREAS,the City is owner of a public nature preserve and interpretive center I<nown as the "E. B. Lyons Prairie-Woodland Preserve and Nature Interpretive Center, "and property I<nown as the "Rip Row Valley Property" and the "Bottoms Addition" shown ' on the DNR Lease Exhibit, attached hereto, all property being collectively referred to herein as "the Preserve"; and SECTION 3. Amend Section 1 of the Agreement to read as follows: Section 1. The Propertv. 1.1 The property identified herein as the Preserve to be leased to and operated by the DNR is legally described as follows: Lots 2 and 3 of the northeast one -quarter of the southeast one -quarter of section 1, township 88 north, range 2 east of fifth prime meridian; lots 2 and 3 of the northwest one-quarter of the southwest one -quarter, lots 2 and 3 of the northeast one -quarter of the southwest one -quarter, and lot 2 of lot 1 of southwest one -quarter of the southwest one-quarter of section 6,township 88 north, range 3 east of the fifth prime meridian in Dubuque County, lowa, according to the respective recorded plats thereof, containing thirty acres more or less. And: Lot 3 of Fraction Government Lot 1, in Section 5, T88N, and R3E of the 5th P.M. in ihe City of Dubuque, Dubuque County, lowa. And: Lot 1 of JQ Acres in Section 1,Table Mound Township, Dubuque County, lowa; Lot 1 of the NW 1/4 of the SW 1/4 and the SW 1/4 of the NW 1/4 of Section 6,Township 88 North, Range 3 East of the 5th P.M., Dubuque County, lowa, according to the United State Government Survey and the recorded plats thereof. The site consists of three contiguous slightly irregular shaped parcels with a reported combined area of 52.19 acres, as reported by Dubuque County Assessor's online records. 2 _ _ : __,_ : � j:i 1.2. Map. A map ofthe properties leased bythe DNR is attached as Amended , DNR Lease Exhibit and is incorporated hereto by this reference. SECTION 4. Amend Section 2 of the Agreement to read as follows: �I I Section 2.Term of Agreement.This Agreement shall be from July 1, 1963 to June 30, III 2064. SECTIOIU 5. Amend Section 8 of the Agreement to read as follows: Section 8. Maintenance. The DNR shall maintain the Preserve, including all trails, buildings, interpretative signs, historical and natural areas and prairies and woodland units, consistent with its management of its own parl< properties and facilities, Facilities included within the Preserve include, but are not limited to,the service building, latrines, shelter building, accessible and rugged trails, and campsites. The parties acl<nowledge that some features ofthe Preserve are underconstruction as ofthe effective date ofthis lease. I' Those features being so constructed by the City shall not be subject to this provision unless and until they are completed. SECTION 6. Amend Section 14 of the Agreement to read as follows:- Section 14.Termination. In the event the DNR shall fail to I<eep, perform and observe in a timely and proper manner any of its covenants or obligations under this Agreement and any such failure or violation shall not be cured or remedied within si>cty(60) days after the date the DNR receives notice from the City of such failure or violation (or, if not practicable to cure or rernedy such failure or violation within such si>cty[60] day period,within such longer period as shall be reasonable underthe circumstances and as shall be specified by the City in such notice);then, in such event,the City may at its option,terminate this Agreement, by written noiice 'to the DNR speci�`ying ihe ei iective date of such termination. Upon such termination the City shall have the right to enter upon the Preserve and to assume e>cclusive control and management ofthe Preserve. In addition, DNR shali have the right to terminate or suspend its obiigations under the lease agreement without penalty by giving sixty(60) days written notice to the City as a result of any of the following: (i)the legislature or governor fail to appropriate funds sufficient to ailow DNR to either meet its obligations under the lease agreement or to operate as required and to fulfill its obligations under the lease agreement; or iffunds 3 ! ._, anticipated for the continued fulfillment of the Lease 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 ofthe program for which funds were provided; or (ii) if funds are de-appropriated, reduced, not allocated, or receipt of funds is delayed, or if any funds or revenues needed by DNR to mal<e any payment hereunder are insufficient or unavailable for any other reason; or (iii) if DNR's authorization to conduct its business or engage in activities or operations related to the subject matter of the lease agreement is withdrawn or materially altered or modified, mal<ing it impossible for DNR to perform under the lease agreement; or(iv) if DNR's duties, programs or responsibilities are modified or materially altered; or(v) 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 or the City's respective ability to fulfill any of their respective obligations under the Agreement. SECTION 7. Amend Section 16 ofthe Agreementto read as follows: 1. EXPENDITURE OF FUNDS. Nothing in this agreement shall obligate or bind either party to expenditure of funds in excess of funds available to each party.Any agreement that requires either party to expend funds shall be subject to a separate written agreement by and between the parties. 2. CLEANING OF THE AREA. The area shall be cleaned of all debris. Material to be removed prior to DNR management includes but is not limited to: light poles, street pavers,fencing,guard rail posts, culverts, and concrete.The area is to be inspected by DNR snd a written acl<nowledgement to the City will be issued before the agreement becomes effective. 3. All notices under this Agreement shall be sent to the DNR Director at the DNR's officiai address in Des Moines, IA for the DNR and to the Mayor of the City of Dubuque, 50 West 13t�'Street, Dubuque, IA for the City. P,LL O�HE63 T�RMS AIVD CONDI�EOfVS E)CC��1'79�OSE �)(PRESS�.V C�9ARIG�D F2E�2EIRI �P�A�L REfVVAIRI IN FULL FORC�. 4 �-� r l ==� --.-i r _--' ''.�`'_( =�`�` = ! = - 1 __ I 1�= - - . , � '' Signed: CITY OF DUBUQ �, BY C!z �� {c��G��� Roy D. Buo�� ayor Approved by the Natural Resource Commission at a meeting of that body on the Io�h day of -�����_, 2014. IOWA DEPARTMENT OF NATURAL RESOURCES BY T � � � Chuck Gipp, Director 5 Amended DNR Lease Exhibit �� p RC. . : - .+—� \� . ��������$+�.. �..� _ �� ��T �.... ���.-��� y� �-.� �� ; ^` �;' `�..� . DCP,i.,�T E �: .xiA"" -n - . _ . . . . _. ��'� _ � �7N ` . �� �� � ��I�E e \�. ' �� a ` . 4a �..p�;� � . .- . ���... . �. ,_ �. ` - �y=`- . � �, _ ��_^- -r __- =--ry�.� �" --�_,� . ''. , �../..r �r . .. - . _ .- . . - . o � . -.-'.__ . �� �': — � �� �' ,�V ' �� i ~ -' �,�_� ��� � �.l.r +n'�� y�� � _ _ r ' .} 'µ�a � i ' � '.�S�i P ��i/ ��F� r - e. r- `< � a' � �. � 7 _ '{ r''�.�. �'' i A---��a�: -�� ���-r-a'"F � _.�— _ e �. - �-.. � ! j' � �.������ ;� �.���;: � � � . ..�.�'� ,-'1,�; .k_ t y- i � �ti � �'' 9Tti .� � � aT :. 7 i-��>v � . _ — �� � � Y z �i ' _ — _—__—.r .- _ �` ''_ . .�t... ? i7�_">�� III — .. ._ � — �. �. . 3�� �v0�r ��� ^ � ._ _ �� . ' T��Ltk '{ — i . _ "s _ 11✓ I�t . , _ III I�I ,. . �'.w _ _ J F `m' .— � -- "_— ! — � �� 4 --_ _ " r:.'� Li � � '�' � ��� . C�, i /% .fa����� - , ' �s . .... . , t� ' �� ���:h�'.. ' �C�~ _ . ._ .� _ ;t. . 2 . . _. .. . _ I�'. _, -_ a rai�c..wr;e'�s+ - .- ,,I s � ��S � ��G�f � Ea��- II= �-- - � . - -- � '�' - __. i.. �_--,.`'�;-� , r �'-� t `� v�n -�� - �� :�� -rRv��+e� . J��. ' �i• ' � -jyqYOG � `�4� �d:` n k� "� ���.Nt�r� ��� Y $r�e . � _ , �� " � .."— a_ � ', ����? � i a4?�_. � . _ _ �� , _ b _ -�,�� � — - — ?:seCa P�.vae:byCvh_rn�=Cam:yGiS c�:-�:�• ..- . "-"' . ';'.= . . -- .,_°� AGREEMENT ��TWEEN TFiE �ITY OF DUBUQU�, IOWA ANI� FRIEND� �F TH� MINE� OF �f�Alf� This Agreement, dated for ref�rence purposes the �;_'� day of [���(� �`iit���_.Y_, 20��t , is made and entered into by and between the City of Dubuque, lowa (City) and Friends of the Mines of Spain (Friends). Whereas, City and Friends are parties to a Cooperative Agreement between and among City, Friends, and the lowa Department of Natural Resources for the use of the E.E�. Lyons Interpretative Center (the Center); and �Nhere�s, the C�operative Agreement is silent as to any insurance requirements with respect to City and Friends; and Whereas, City and Friends now desire to establish their respective insurance requirements for purposes of the Cooperative Agreement. NOW, THEREFOP.E, IT IS AGREEI� BY AND BETWE�N THE PARTIES AS FOLLOWS: 1. During the Term of xhe Cooperative Agreement, Friends will maintain insurance as described in the attached Insurance Schedule, as �uch Insurance Schedule may fror�i time to time be amended by City and provided to Friencis. 2. During the Term of the Cooperative Agreement City will maintain property insur�nce again�t loss and/or damaye to the Cent�r under an insurance policy written on the �p�cial Perils Form in ar� amaunt nofi less than the full insurable replacei�ent valua of the Center, but any such palicy may hav� a deductible amount of not more than $50,000.00. 3. City her�eby waives subrogation cf any claim against Friends for pro;�erty dam2ge to the Center in excess of City's deductible iander its property insurance. C.ITY OF Cl3�UG4L1�, IO11VA �f�IENDS OF TFiE MINES �F SPAIN _ �� �z � � . �� ��'� � ► �y -- --------._------- y - ' fVlichael C. Van Millige�� Do�ag . (�Ik, M.D City M�nager President of the Board c�f Directors 111711ba1 City of Dubuque Insurance Requirements for Tenants and Lessees of City Property or Vendors (Suppliers, Service Providers) Insurance Schedule A 1, Friends shall furnish a signed Certificate of Insurance to the City of Dubuque, lowa for the coverage required in Exhibit I prior to contract inception and at the end of the contract if the term of contract is longer than 60 days. Each Certificate shall be prepared on the most current ACORD form approved by the lowa Department of Insurance or an equivalent. 2. All policies of insurance required hereunder shall be with a carrier authorized to do business in lowa and all carriers shall have a rating of A or better in the current A.M.Best's Rating Guide. 3. Each Certificate shall be furnished to the contracting department of the City of Dubuque. 4. Failure to provide minimum coverage shall not be deemed a waiver of these requirements by the City of Dubuque. Failure to obtain or maintain the required insurance shall be considered a material breach of this agreement. 5. All required endorsements to various policies shall be attached to Certificate of insurance. 6. Whenever a specific ISO form is listed,an equivalent form may be substituted subject to the provider identifying and listing in writing all deviations and exclusions that differ from the ISO form. 7. Provider shall be required to carry the minimum coverage/limits,or greater if required by law or other legal agreement,in Exhibit I. Page 1 of 3 Schedule A,August,2011 City of Dubuque Insurance Requirements for Tenants and Lessees of City Property or Vendors (Suppliers, Service Providers) Insurance Schedule A (continued) Exhibit I A) COMMERCIAL GENERAL LIABILITY General Aggregate Limit $2,000,000 Products-Completed Operations Aggregate Limit $1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence $1,000,000 Fire Damage Limit(any one occurrence) $ 50,000 Medical Payments $ 5,000 a) Coverage shall be written on an occurrence,not claims made,form. All deviations from the standard I50 commercial general liability form CG 0001,or Business owners form BP 0002, shall be clearly identified. b) Include ISO endorsement form CG 25 04"Designated Location(s)General Aggregate Limit." c) Include endorsement indicating that coverage is primary and non-contributory. d) Include endorsement to preserve Governmental Immunity.(Sample attached). e) Include additional insured endorsement for: The City of Dubuque,including all its elected and appointed officials,all its employees and volunteers,all its boards,commissions and/or authorities and their board members, employees and volunteers. using ISO form CG 20 10. Ongoing operations. Page 2 of 3 Schedule A,August,2011 City of Dubuque Insurance Requirements for Tenants and Lessees of City Property or Vendors (Suppliers, Service Providers) Preservation of Governmental Immunities Endorsement 1. Nonwaiver of Governmental Immunity.The insurance carrier expressly agrees and states that the purchase of this policy and the including of the City of Dubuque, lowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, lowa under Code of lowa Section 670.4 as it is now exists and as it may be amended from time to time. 2. Claims Covera�e.The insurance carrier further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of lowa Section 670.4 as it now exists and as it may be amended from time to time.Those claims not subject to Code of lowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunitv.The City of Dubuque, lowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurance carrier. 4. Non-Denial of Covera�e.The insurance carrier shall not deny coverage under this policy and the insurance carrier shall not deny any of the rights and benefits accruing to the City of Dubuque, lowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of Dubuque, lowa. No Other Change in Policy.The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. �'E Il�E� Page 3 of 3 Schedule A,August,2011 Al � � DATE(MM/DDIYYYY) � CERTIFICATE OF LIABILITY INSURANCE 12�ao�aoii THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONrAcr Joni Talsma, CISR PRODUCER NAME: PHONE (563)556-0272 F� f563)556-4425 Friedman Insurance, IIIC. Ex : AIC No: E•MAIL 880 Locust Street - Suite 200 ADDRESS: PRODUCER p0012064 P O Box 759 us ME io . Dllbll e IA 5 2 0 04-0 7 5 9 INSURER S AFFORDING COVERAGE NAIC# INSURED INSURERA:C1I1C1IlI13t1 Insurance Com anies 10677 INSURER B: Friends of the Mines of Spain INSURERC: 8991 Bellevue Heights Rd. INSURERD: INSURER E: Dubuque IA 52003 INSURERF: _ COVERAGES CERTIFICATE NUMBER:11-12 REVISION NUM6ER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CL AIMS. ADDL SUBR POLICY EFF POLICY EXP LIMITS INSR 7ypE OF INSURANCE INSR WVD POLICY NUMBER MMIDDIYYYY MM/DDIYYYY LTR EACH OCCURRENCE $ 1,OOO�OOO GENERAL LIABILITY DAMAGE TO RENTED Z O O�O O O X COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $ AP5208017 3/2/2011 3/2/2012 MEDEXP(Myoneperson) $ 5,000 A CLAIMS-MADE �X OCCUR X 1�000,000 PERSONAL 8 ADV INJURY $ GENERAL AGGREGATE $ 2�OOO�OOO PRODUCTS-COMP/OPAGG $ 2�OOO�OOO GEN'L AGGREGATE LIMIT APPLIES PER: $ X POLICY jE� LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accident) $ SCHEDULEDAUTOS PROPERTYDAMAGE $ (Per accident) HIRED AUTOS $ NONAWNED AUTOS $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ WC STATU- OTH- WORKERS COMPENSATION R LIMI E AND EMPLOYERS'LIABILITY y�N E.L.EACH ACCIDENT $ ANY PROPRIETOR/P�9RTNER/EXECUTIVF❑ N�A OFFICER/MEMBER EXCLU�ED? E.L.DISEASE-EA EMPLOYE $ (Mandatory in NH) If yes,describe under E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commisaiona and/or authoritiea adn their board membera, employee and volunteers are additional insureds under general liability. General liability includes governmental immunitiea endorsement. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. The City of Dubuque S O W. 13 th St. AUTHORIZED REPRESENTATIVE Dubuque, IA 52001 —7r..�w.�.-;.�-�v /�-�i+.._F_<.�.-��r,-...� T Friedman, CPCU/TJ ✓ ACORD 25(2009109) O 1988-2009 ACORD CORPORATION. AII rights reserved. INS025�zoosos> The ACORD name and logo are registered marks of ACORD REYNOLDS F� IiENLINE L,L,P, LAW FIRM Sii�'f�E 18�0 WiLLiAh�11.MAlERS 110EN5T9THSTREET CHADNJYhi 0.COX P.D.BOX 239 MARK J.SULLIVAN DUBl1RUF,IA 52004-0239 1�HN T.NEMIN�RS 70DD�t.KLAPATAU5Ka5` (563}556-8000 KIPA C.ROUDICK` << (563)556-8009 NkTALIAH.BLASKOVICH _ :• (7FFiCE(aIRKENUNE.C�M CCILISTA K.SCHPsITT`` ::-:WWVl.RKEN�INE.COi� GINh l�.KRAMER°' December 23, 2011 Mr. Barry A. Lindahl City Attorney Harbor View Place 300 Main Street, Suite 330 Dubuque, IA 52001 RE: Friends of the Mines of Spain Dear Barry: Enclosed please find an original executed Subrogation Agreement, Insurance Schedule A (which your office revised), and a Certificate of Liability Insurance signed by Terry Friedman. Once Mike Van Milligen signs, please send us a copy of the Agreement with attachments. If you need anything else from us, please let us know. Thank you for working with us on this issue. Sincerely, ��� �� Jo n T. Nemmers nemmers@rkenline.com JTN/bs Enclosures cc: Dr. Douglas Olk Preparer : Michael H. Smith , Assistant Attorney General , PH : 515-281 -5263 ; FAX : 515-242-6072 IOWA DEPARTMENT OF JUSTICE, Lucas Building, Room 018, Des Moines, IA 50319 Iowa Department of Natural Resources — Friends of the Mines of Spain 28E AGREEMENT I. PARTIES . This 28 E agreement is between two parties : Friends of the Mines of Spain (FMS) , an Iowa nonprofit corporation; and the Iowa Department of Natural Resources (DNR) . II. PURPOSE . This agreement sets forth the mutual understandings and commitments of the parties to provide for the construction of an addition to the E . B . Lyons Interpretive Center, part of the Mines of Spain State Recreation Area in Dubuque, Iowa. The current design includes an Addition consisting of 6 , 300 square feet, estimated at $226 . 55/sf for a total cost of $ 1 ,427 ,299 . Q0 . III. AUTHORITY. The parties enter this agreement under the authority of Iowa Code sections 28E . 4 and 461 A . 25 (2005 ) . IV. FINANCING . The FMS is assembling a combination of funding sources for the design and engineering for the eventual construction of an Addition to the E . B . Lyons Interpretive Center . The FMS will be responsible for all funds necessary for design and construction of this Addition . Funds obtained from other sources through the DNR may become part of the total funds raised and contributed towards the project ; i . e . , donations , grants , etc . The estimated in-kind value of the DNR effort is at least $ 200 , 000 or 20% of the total cost, whichever is greater. Both parties may use each other ' s contribution as a match for granting opportunities towards this project. V. PLANS AND SPECIFICATIONS . The FMS shall provide to the DNR for approval , a set of plans and specifications prepared by a licensed engineer/architect for the construction of the Addition to the E . B . Lyons Interpretive Center. The two groups shall share in design/layout ideas , both to the other' s satisfaction. Approval by the DNR shall not unreasonably be withheld . VI . CONSTRUCTION . The DNR shall be responsible for the bid letting and construction inspection of all of project components . Melvin Pacovsky (or his designee) will be the DNR construction inspector and will be the project site and construction manager for the DNR It is the desire of the FMS to possiUly utilize donated material and services if they meet the specifications and quality of the bid items or services . If the donation meets the specifications and requirements of the bid, every attempt will be made to use the donated material or service . This may be difficult to incorporate iiito the construction process for accountability and warranty issues for the prime contractor. DNR will have final determination if a donation meets the requirements for the material or service needed and if it can be accepted. The DNR will contribute funds for the parking lot expansion, septic system upgrade, and well replacement that are necessary due to construction of the Addition. The DNR ' s financial contribution for the septic system and well may be used for connection to municipal sewer and water services provided by the City of Dubuque if determined to be financially feasible . VII. ROLES AND RESPONSIBILITIES. Once the necessary funds are raised, the DNR will disburse the funds for the project and be responsible for the actual construction of the Addition, by using those funds and any other resources available. DNR will be responsible for all oversight of the construction. After DNR approval of the plans and specifications as stated in section V , any change orders due to construction document ambiguity will be the responsibility of the FMS . Any change orders due to DNR ' s request to the desire for upgraded materials will be the responsibility of the DNR. An accounting of the disbursement of the fund will be provided to the FMS for their files to meet federal regulation of the organization. The DNR shall be responsible for plan approval , bid letting and construction of the Addition. The FMS is responsible for $ 1 ,427 ,299 or the final bid amount plus a 10% contingency for this project through various sources . A prime and alternate contact for FMS will be identified by them at the time of the project commencement. The DNR will contribute any funds obtained through grants for this project. The DNR will be res onsible for an administration of ce ' v p y grants re i ed by the DNR. The project will not be bid until the DNR receives the funds for the total ainount based on a firm engineering 0 estimate and a mimmuml0 /o contingency . It is agreed that the FMS may monitor constructioil progress and coirunenf as appropriate to the DNR. The DNR agrees to take comments from the FMS into consideration as construction proceeds . VIII . PROCEDURE FOR MODIFICATIONS. The DNR shall promptly request the approval from the FMS for any substantial modification of design, scale, construction technique or materials provided in the plans and specifications . Any additional expenditure due to change orders inust be approved by the FMS . Financial responsibility for the modif cation will be eitlier the DNR or FMS as described in section VII Approval by the rMS shall not unreasonably be witl�eld . Communications and dispute resolution shall be as provided in Sections XI and XII of this agreement. IX. UPON CONSTRUCTION COMPLETION. Once constructed, the DNR will be responsible for administration/management and operational expenses , similar to what it does now with the current center . Any left over funds from the project, including unused contingency funds , will be refunded to the FMS to use for displays or any improvements to the addition. X. COMMUNICATION. Any noticc, dcmand, requcst, conscnt, approval or communication that either party desires or is required to give to the other shall be in writing and either served personally or sent by first class mail , postage prepaid, addressed as follows : To DNR : Iowa Department of Natural Resources Des Moines IA Attention : � Phone : 515 . To FMS : Friends of the Mines of Spain Dubuque IA Attn : President Phone 563 . XI . ADVISORY TEAM . The parties agree an Advisory Team should be created to facilitate inter-party communication and resolve disputes concerning construction of the facility . The Advisory Team shall include the park ranger, the district park supervisor and two persons appointed by the FMS . The Advisory Team shall meet and otherwise cominunicate as needed in order to approve change orders in the construction of the facility . XII . DISPUTE RESOLUTION ; MEDIATION. In the event of any dispute arising under this agreement, the parties shall request a report from the Advisory Team, which need not be unanimous . The parties shall use their best efforts to resolve the dispute without resort to litigation . Before any party files a lawsuit against another party to this agreement, the parties shall obtain the services of a qualified mediator and participate in mediation. Costs of inediation shall be divided equally between t11e FMS and the DNR. XIII. FILING , EFFECTIVE DATE , AMENDMENT AND � DURATION. This 28E agreement shall be effective when executed by authorized representatives of the parties and filed with the Dubuque County Recorder and Iowa Secretary of State as required by Iowa Code section 28E . 8 . The DNR shall be responsible for filing this agreement with the Dubuque County Recorder and the Secretary of State . This agreement may be amended from time to time by either the DNR or the FMS with the mutual consent of the other party. This agreement shall expire after completion of construction of the addition to the E . B . Lyons Interpretive Center, unless its duration is extended or reduced by a duly recorded amendment. FRIENDS OF THE MI ES OF SPAIN by : � �� Douglas � Olk, M . D . , President IOWA DEPARTMENT OF NATURAL RESOURCES by : Jeffrey � onk, Director STATE OF IOWA, DUBUQUE COLTNTY, ss : On this \ �• day of�C , , 2005 , before me the undersigned, a Notary Public for said State , personally appeared Douglas G. Olk, M . D . , to me personally known, who stated that he is the President of Friends the Mines of Spain, that no seal has been procured by said corporation, and that the foregoing instrument was signed on behalf of said corporation by authority of its Board of Directors , and that as such officer, he acknowledged that he executed the foregoing instrument as lus voluntary act and the voluntary act of the corporatio _q,; � �� � oP ac � Fi � � � t �f � LLE �; C�`� � `�\� �� � � Cormission F: umber 721321 � � �'f������ ���w��1� , �owp �1y Comm . Exp , �FR . 3, 2006 NOTARY PUBLIC FOR THE STATE - , STATE OF IOWA, POLK COLTNTY, ss : On the (� ' '�`��day of �� , 2005 , before me, a Notary Public for said State , personally appeared Jeffrey R. Vonk, who stated that he is the duly appointed and actively serving Director of the Iowa Department of Natural Resources and that he executed the foregoing instrument as his voluntary act and as the voluntary act of the Iowa Department o Natural Resources . �,,:� - / ^ //F (J� � f J � I� �ARY PUB for the State of Iowa � � ? �� � DNR rev. 7-09 IOWA DEPARTMENT OF NATURAL RESOURCES CONTRACT NUMBER CRD8510SArntz110089 Between IOWA DEPARTMENT OF NATURAL RESOURCES And FRIENDS OF THE MINES OF SPAIN And CITY OF DUBUQUE IN WITNESS THEREOF, the parties hereto have executed this Contract on the day and year last specified below. DEPARTMENT OF NATURAL RESOURCES By: �1�` Date: R r Zt�i(D Patricia L. Boddy, Deputy Director FRIEND OF THE J��SPAW ' By: ��� Date: �y U Douglas G. Olk, M. D., President, FMS Board of Directors CITY OF DU�U By: �---�-- Date: � �� r Michael C. Van Milligen, City Manager I , t='r. � I�.:� �'::° DNR rev. 7-09 COOPERATIVE AGREEMENT SPECIAL CONDITIONS This Contract is entered into between the lowa Department of Natural Resources (DNR), Friends of the Mines of Spain (FMS) and the City of Dubuque (Dubuque). The parties agree as follows: Section 1 IDENTITY OF THE PARTIES 1.1 Parties. DNR is authorized to enter into this Contract. DNR's address is: Wallace State Office Building, 502 East 9'h Street, Des Moines, lowa 50319. Friends of the Mines of Spain (FMS), is an Iowa nonprofit corporation registered with the Secretary of State. The City of Dubuque is a municipality organized under the laws of the State of lowa. 1.2 Project Managers. Each party has designated a Project Ma�ager, who shall be responsible for oversight and negotiation of any contract modifications, as follows: DNR Project Manager: Wayne Buchholtz, Park Ranger, Mines of Spain 8991 Bellevue Hts., Dubuque lowa 52003-9214 Phone: 563-556-0620 Fax: 563-556-8474 Email: wayne.buchholtz@dnr.iowa.gov FMS Project Manager: Dougias G. Olk, M. D., President, FMS Board of Directors 8991 Bellevue Heights, Dubuque, IA 52003-9214 Phone: 563-556-0620 (FMS); 563-5843440 (W) Fax: 563-556-8474 Email: dougolk@hotmail.com Dubuque Project Manager: Michael Van Miliigen, City Manager 50 W. 13th Street, Dubuque, IA 52001 Phone: 563-589-4110 Fax: 563-589-4149 Email: citymgr@cityofdubuque.org 2 DNR rev. 7-09 Section 2 STATEMENT OF PURPOSE 2.1 Statutory Authority. DNR enters into this Cooperative Agreement based on statutory authority provided in lowa Code sections 28E.4 and 461A.11. 2,2 Purpose. The parties' purpose in entering into this Cooperative Agreement is to set forth the mutual understandings and commitments of the parties to provide for the sales of souvenirs and concessions, and the use of facilities, at the expanded E.B. Lyons Interpretive Center (Center), part of the Mines of Spain State Recreation Area in Dubuque County, lowa. Section 3 DURATION OF CONTRACT Term of Contract. The term of this Contract shall be August 10, 2010 through August 10, 2030 unless terminated earlier in accordance with the Termination section of this Contract. However, ' this Contract shall not begin untii it has been signed by all parties. i Section 4 ROLES AND RESPONSIBILITIES OF THE PARTIES ( Dubuque will be responsibie as the owner of the expanded Center, the same as what its role � has been with the original Center. The DNR will be responsible for administration / management i and operational expenses of the expanded Center, the same as what its role has been with the ; original Center. The FMS will be responsible for administration / management and operational � expenses of the gift shop and vending machines. The FMS also will provide oversight for use of the Center by outside groups on a donation basis and organize/coordinate set up and ciean up for any such activities. Any net proceeds from the sales of souvenirs and concessions and donations for use of the Center will be used by the FMS to support programming and projects at the Center and throughout the Mines of Spain State Recreation Area. Section 5 ADVISORY TEAM 5.1 The parties agree that an Advisory Team shall be created to facilitate the inter-party communication and avoid disputes concerning the operation and maintenance of the Center. The Advisory Team shall include the park ranger assigned to Mines of Spain State Recreation Area, one additional DNR employee designated by the DNR Director, one person designated by the City of Dubuque, and one person designated by the FMS. The Advisory Team shall meet no less than one time per year and otherwise communicate as needed to recommend changes in the operation and maintenance of the Center. At the annual meeting the Advisory Team will review a written report prepared by the FMS on the year's operation and maintenance activities, including but not Iimited to visitation rates, number and type of programs, number of ineetings and events hosted, total amount of funds received from the sales of souvenirs and concessions and donations for use of the Center, and major preventative maintenance and repairs to the Center. The DNR will in good faith take recommendations into consideration in determining any potential changes to operations and maintenance of the Center. 3 DNR rev. 7-09 COOPERATIVE AGREEMENT GENERAL CONDITIONS Section 1 AMENDMENTS TERMINATION This Contract may be amended or terminated only by written mutual consent of the parties. Section 2 CHOICE OF LAW AND FORUM The laws of the State of lowa shall govern and determine all matters arising out of or in connection with this Contract without regard to the choice of law provisions of lowa law. In the event any proceeding of a quasi judicial or judicial nature is commenced in connection with this Contract, the exclusive jurisdiction for the proceeding shall be brought in Polk County District Court for the State of lowa, Des Moines, lowa or in the United States District Court for the Southern District of lowa, Central Division, Des Moines, lowa, wherever jurisdiction is appropriate. No provision of this Contract shall be construed as waiving any immunity to suit or liability including without limitation sovereign immunity in State or Federai court, which may be available to DNR, FMS, Dubuque, or the State of lowa. Section 3 SEVERABILITY If any provision of this Contract 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 Contract. Section 4 ENTIRE AGREEMENT This Contract constitutes the entire agreement between the parties with respect to the subject matter hereof, and the parties acknowledge that they are entering into the Contract solely on the basis of the terms and conditions herein contained and not in reliance upon any representation, statement, inducement or promise, whether oral or written, not contained herein. Section 5 ASSIGNMENT AND DELEGATION This Contract may not be assigned, transferred or conveyed, in whole or in part, without the prior written consent of the other parties. Section 6 SELF-INSURANCE BY THE STATE OF IOWA Pursuant to lowa Code chapter 669, DNR and the State of lowa are self-insured against all risks and hazards related to this Contract. No separate fund has been established to provide self- insurance, and the State of lowa is not obligated to establish any such fund during the term of this Contract. Section 7 IMMUNITY FROM LIABILITY Every person who is a party to the Contract is hereby notified and agrees that the State, DNR, and alI of their employees, agents, successors, and assigns are immune from Iiabiiity and suit for FMS' activities involving third parties arising from the Contract. 4 DNR rev. 7-09 Attachment 28E Section 1 APPROVAL OF GOVERNING BODIES OF PARTIES This Contract was approved by the FMS Board of Directors and the Dubuque City Council on August 21, 2010 and August 16, 2010, respectively. Section 2 FILWG AND RECORDING A copy of this Contract shall be filed by DNR with the Secretary of State before it shall be in full force and effect, pursuant to lowa Code section 28E.8. Section 3 REAL AND PERSONAL PROPERTY The parties agree that no real or personal property will be acquired, heid or disposed of in relation to this Contract. Section 4 CONTRACT ADMINISTRATOR Pursuant to the provisions of lowa Code section 28E.6, Kevin Szcodronski, Bureau Chief, State Parks Bureau, DNR, shali serve as the administrator responsible for administering and managing this agreement. 5