Operation New View/HACAP Merger MOU Copyrighted
August 3, 2020
City of Dubuque Action Items # 7.
City Council Meeting
ITEM TITLE: Operation NewView/HACAP Merger MOU
SUM MARY: City Manager recommending approval of a resolution supporting a
memorandum of understanding (MOU)that outlines a merger process
between Operation New View and HACAP Community Action Agencies.
RESOLUTION Supporting a Memorandum of Understanding (MOU)
outlining the merger process between Operation New View and HACAP
Community Action Agencies
SUGGESTED Suggested Disposition: Receive and File;Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
Description Type
Operation New View/HACAP Merger MOU-MVM City Manager Memo
Memo
Staff Memo Staff Memo
Resoluiton of Support for MOU Resolutions
Memorandum of Understanding Supporting Documentation
Dubuque
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Resolution of Support Operation New View, HACAP Merger Memorandum
of Understanding
DATE: July 30, 2020
Assistant City Manager Cori Burbach is recommending City Council approval of a
resolution supporting a memorandum of understanding (MOU) that outlines a merger
process between Operation New View and HACAP Community Action Agencies.
The City of Dubuque is one of four local governments that signed a 28E agreement to
form Operation New View Community Action Agency in 1985. Operation New View
(ONV) serves a geographic area of Dubuque, Delaware and Jackson Counties; the
three counties are the other signatories of the 28E agreement. ONV provides the Low-
Income Heat Assistance Program (LIHEAP), a financial assistance program to prevent
people who have fallen on hard economic times from losing their heat in the winter;
weatherization assistance to improve homes of low-income people so less energy is
wasted; and until 2019, Head Start educational services for pre-school children, along
with other important community services. The organization has helped tens of
thousands of low-income people navigate difficult times and, until recently, been able to
succeed financially. ONV distributed more than $5.8 million in federal and local funds in
their three-county service area last year and served 13,275 individuals with limited
incomes.
In recent years, the organization has experienced funding shortfalls and cash flow
difficulties. These financial difficulties are in part due to several changes in staff
leadership positions in recent years. All spent funds have been dedicated to providing
service to at-risk individuals and families.
After significant work under the direction of Interim Executive Director John Wilson and
technical support from the lowa Community Action Agency Association (ICAAA), the
Operation New View board of directors, which includes City Council Members Laura
Roussell and David Resnick and Assistant City Manager Cori Burbach, made the
decision to pursue a merger with Hawkeye Area Community Action Agency (HACAP).
ONV Board Chair Laura Roussell and HACAP Executive Director Jane Drapeaux led
the two organizations through a series of conversations to develop the attached MOU.
The MOU defines the process that will be needed to reach a successful merger
between the two organizations. Once complete, HACAP will continue to provide high-
quality service to the residents of Dubuque, Delaware and Jackson counties.
As the participants in the original 28E agreement to form ONV, Dubuque, Delaware and
Jackson counties and the City of Dubuque must approve the attached resolution to
approve the MOU.
Under the MOU, the 28E partners will be responsible for settling any remaining ONV
debt prior to the merger completion. ONV, HACAP, and ICAAA staff continue to work
diligently to identify the exact amount of debt owed to previous state and federal
funders. At this time, we estimate the maximum amount of debt to be $264,000.
In January 2019, the City Council approved $77,000 in one-time funding to help ONV
address cashflow needs. Under sound financial management, not all of these funds
have been utilized.
28E partners agreed to divide the responsibility for any remaining debt at the time of
merger as follows: 35% each from City of Dubuque and Dubuque County, and 15%
each from Delaware and Jackson counties.
Under the best-case scenario, if the cash flow funds contributed by the partners was
able to be used to pay off debt at the time of the merger, the City of Dubuque would be
responsible for an additional $8,400 payment. Under the worst-case scenario, if none
of the cash flow funds were available for debt payment, the City would be responsible
for $92,400. We anticipate receiving a concrete number from HACAP in August 2020,
and anticipate the final amount will be somewhere between these two numbers. Staff
will likely recommend using City reserves to finance that final payment.
The City of Dubuque owes a debt of gratitude to City Council Member Laura Roussell,
City Council Member David Resnick and Assistant City Manager Cori Burbach on their
work to preserve these very important services for our community.
I concur with the recommendation and respectfully request Mayor and City Council
approval. Operation New View Board Chair Laura Roussell has some concluding
comments.
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Mic ael C. Van Milligen
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Teri Goodmann, Assistant City Manager
Cori Burbach, Assistant City Manager
2
Dubuque
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TO: Michael Van Milligen, City Manager
FROM: Cori Burbach, Assistant City Manager
DATE: July 30, 2020
RE: Resolution to Support Operation New View, HACAP Merger MOU
INTRODUCTION
The purpose of this memorandum is to recommend City Council approval of a resolution
supporting a memorandum of understanding (MOU) that outlines a merger process
between Operation New View and HACAP community action agencies.
BACKGROUND
The City of Dubuque is one of four local governments that signed a 28E agreement to
form Operation New View Community Action Agency in 1985. Operation New View
(ONV) serves a geographic area of Dubuque, Delaware and Jackson Counties; the
three counties are the other signatories of the 28E agreement. ONV provides the Low-
Income Heat Assistance Program (LIHEAP), a financial assistance program to prevent
people who have fallen on hard economic times from losing their heat in the winter;
weatherization assistance to improve homes of low-income people so less energy is
wasted; and until 2019, Head Start educational services for pre-school children, along
with other important community services. The organization has helped tens of
thousands of low-income people navigate difficult times and, until recently, been able to
succeed financially. ONV distributed more than $5.8 million in federal and local funds in
their three-county service area last year and served 13,275 individuals with limited
incomes.
In recent years, the organization has experienced funding shortfalls and cash flow
difficulties. These financial difficulties are in part due to several changes in staff
leadership positions in recent years. All spent funds have been dedicated to providing
service to at-risk individuals and families.
DISCUSSION
After significant work under the direction of Interim Executive Director John Wilson and
technical support from the lowa Community Action Agency Association (ICAAA), the
Operation New View board of directors, which includes City Councilmembers Laura
Roussell and David Resnick and myself, made the decision to pursue a merger with
Hawkeye Area Community Action Agency (HACAP).
ONV Board Chair Laura Roussell and HACAP Executive Director Jane Drapeaux led
the two organizations through a series of conversations to develop the attached MOU.
The MOU defines the process that will be needed to reach a successful merger
between the two organizations. Once complete HACAP will continue to provide high-
quality service to the residents of Dubuque, Delaware and Jackson counties.
As the participants in the original 28E agreement to form ONV, Dubuque, Delaware and
Jackson counties and the City of Dubuque must approve the attached resolution to
approve the MOU.
BUDGETIMPACT
Under the MOU, the 28E partners will be responsible for settling any remaining ONV
debt prior to the merger completion. ONV, HACAP, and ICAAA staff continue to work
diligently to identify the exact amount of debt owed to previous state and federal
funders. At this time, we estimate the maximum amount of debt to be $264,000.
In January 2019, the City Council approved $77,000 in one-time funding to help ONV
address cashflow needs. Under sound financial management, not all of these funds
have been utilized.
28E partners agreed to divide the responsibility for any remaining debt at the time of
merger as follows: 35% each from City of Dubuque and Dubuque County, and 15%
each from Delaware and Jackson counties.
Under the best-case scenario, if the cash flow funds contributed by the partners was
able to be used to pay off debt at the time of the merger, the City of Dubuque would be
responsible for an additional $8,400 payment. Under the worst-case scenario, if none
of the cash flow funds were available for debt payment, the City would be responsible
for $92,400. We anticipate receiving a concrete number from HACAP in August 2020,
and anticipate the final amount will be somewhere between these two numbers. Staff
will likely recommend using City reserves to finance that final payment.
REQUESTED ACTION
I respectfully request City Council approval of the attached resolution that approves the
MOU which will identify the process for a merger between Operation New View and
HACAP.
Cc: Jennifer Larson, Budget Director
2
RESOLUTION NO. 244-20
A RESOLUTION SUPPORTING A MEMORANDUM OF UNDERSTANDING (MOU)
OUTLINING THE MERGER PROCESS BETWEEN OPERATION NEW VIEW AND
HACAP COMMUNITY ACTION AGENCIES
WHEREAS, the Dubuque City Council, one of the 28 E Partners of Operation: New
View Community Action Agency, which is the established oversite group of ONV, has
agreed upon the dissolution of the Agency, effective September 30th, 2020; and
WHEREAS the Dubuque City Council, as a member of the 28 E Partner Group, agrees
to name Hawkeye Area Community Action Program, Inc. as the new Community Action
Agency that will provide similar services to the Operation New View service area; and
WHEREAS the Dubuque City Council makes the following finding of facts:
• Once the merger is complete, ONV will be absorbed by HACAP and cease to exist
as an agency. Programs, funding and employees will be transferred to HACAP as
outlined below.
• ONV and its 28E partners will resolve and cure all debts by 9/30/20 with the
exception of the Dyersville USDA loan and property leases for Dubuque, Delaware
and Jackson county offices. Those will be transferred to HACAP.
• The actual debt total (or refund) will be made after the final audit is complete and
will be based on the formula agreed upon by the 28E partners.
• Any other pending or potential lawsuits or legal actions regarding ONV will be
disclosed and resolved.
• ONV employees will come into the HACAP organization with immediate benefit
coverage for all plans currently offered to HACAP employees. (Benefits will be
extended prior to merger in order to provide seamless coverage.)
• At the time of merger, HACAP will recognize time and experience of ONV
employees when placing them in the benefits, disability coverage, PTO and pay
scale.
• ONV will work with the Division of Community Action Agencies to terminate ONV
program contracts under their control and transfer them along with the funding to
HACAP at the time of merger. This would include LIHEAP, CSBG and
Weatherization contracts.
• Child and Adult Care Feeding Program (CACFP) and funding will be transferred to
HACAP.
• The Green Foundation funds will be used only in the former ONV service area
(Dubuque, Jackson and Delaware Counties) for the purposes intended in the grant
(medical -related expenses.)
• HACAP agrees to maintain a physical office, open to the public in each county
served by ONV: Dubuque, Delaware and Jackson Counties.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA THAT:
Section 1. This Resolution is hereby approved.
Section 2. The City Council supports the attached Memorandum of Understanding
(MOU) outlining the merger process between Operation New View and HACAP
Community Action Agencies
Passed, approved, and adopted this 3rd day of August 2020.
PL./
oy D. Buol, Mayor
Attest:
Ke,in S. Firnstah , Ci yClerk
Memorandum of Understanding (MOU)
Operation: New View Community Action Agency (ONV)
& Hawkeye Area Community Action Agency, Inc. (HACAP)
This MOU details a working partnership between Operation: New View Community Action Agency
(ONV) and Hawkeye Area Community Action Agency, Inc. (HACAP) outlining the efforts of each
party's role in development of a merger agreement on or before October 1, 2020. This action was
authorized by the ONV board of directors on March 26, 2020.
Focus areas in this MOU are as follows:
• Merger
o Once the merger is complete, ONV will be absorbed by HACAP and cease to exist as an
agency. Programs, funding and employees will be transferred to HACAP as outlined
below.
• Debt
o ONV and its 28E partners will resolve and cure all debts by 9/30/20 except for the
Dyersville USDA loan and property leases for Dubuque, Delaware and Jackson county
offices which will be transferred to HACAP.
o ONV 28E partners will meet to finalize merger, resolve remaining debt and dissolve 28E
partnership.
o The actual debt total, or refund, will be made after the final audit is complete and will
be based on the formula agreed upon by the 28E partners.
• Pending litigation
o ONV will provide written summary and proposed resolution to the Sam Smith's
unauthorized deposit to ONV's bank account in 2018.
o Any other pending or potential lawsuits or legal actions regarding ONV will be disclosed
and resolved, if possible, prior to the merger.
o ONV shall purchase a policy of liability insurance to cover any claims that may arise out
of the operations of ONV and/or the acts or omissions of ONV and any of its past or
present officers, directors, volunteers, employees, agents, contractors, partners,
affiliates, and 28E partners for a period of 2 years from the effective date of the merger.
Said policy shall provide coverage in the amount of $1 million per occurrence and shall
name HACAP as an additional insured.
• Employees
o ONV employees will come into the HACAP organization with immediate benefit
coverage for all plans currently offered to HACAP employees. (Benefits will be extended
prior to merger in order to provide seamless coverage.)
o At the time of merger, HACAP will recognize time and experience of ONV employees
when placing them in the benefits, disability coverage, PTO and pay scale.
o Each ONV employee will receive individual meeting with a HACAP leader to explain
individual pay and benefits. Group meetings will also be held.
o HACAP organizational chart will be updated to include ONV employees and distributed
to them. It will be shared with Bill Brand, Division of Community Action Agencies
Director as requested in his 1/23/20 communication (Attachment A).
o ONV employees will be able to continue IPERS participation as a HACAP employee.
o ONV employees will be guaranteed employment with HACAP until at least 9/30/21 as
long as contract funding is maintained, unless there is just cause due to job
performance.
o Sick leave: There will be no transfer of sick leave balances from ONV. Employees need
to use it within the year or lose it. Sick leave will not be paid out by or carried over to
HACAP. HACAP does not provide sick leave, but does offer an employer paid short term
disability plan for qualifying conditions.
o Vacation: ONV will have to pay out any unused vacation.
o No ONV employee will be taking a cut in pay.
• Clients
o Clients should experience a seamless transition. They will be notified by personal letter
with the HACAP contact information.
• Programs
o ONV will work with the Division of Community Action Agencies to terminate ONV
program contracts under their control and transfer them along with the funding to
HACAP at the time of merger. This would include LIHEAP, CSBG and Weatherization
contracts.
o Child and Adult Care Feeding Program (CACFP) and funding will be transferred to
HACAP. ONV will work with Suzanne Secor Parker at the Bureau of Nutrition and Health
Services to complete the process.
o The Green Foundation funds will be limited to use in Dubuque, Jackson and Delaware
Counties for the purposes intended in the grant to cover medical -related expenses.
o 2020 CSBG and LIHEAP CARES fund allocation for ONV will be kept separate from HACAP
funds and will be used only for clients in Dubuque, Jackson and Delaware Counties.
o ONV and HACAP use two different models for execution of weatherization services.
They will work together to develop a seamless transition and provide to Division of
Community Action Agencies as per request from Bill Brand, Division of Community
Action Agencies Director in his 1/23/20 communication (Attachment A).
o Embrace Iowa: This program will need to be reviewed so that ONV service areas are not
harmed. Funding is "per agency." When we are one agency rather than two, funding
may be impacted. Request should be made to the Iowa Community Action Board that
for two years, the Embrace Iowa funds will continue to be received for both agencies.
o Black Hills Energy and Alliant Energy will need to be contacted in order to provide
continued support.
• Audit
o ONV has secured the firm WipFli to conduct the agency audit for the fiscal year ending
2020 for a fee of $25,000. ONV will secure $10,000 from HHS to pay the Head Start
portion of the audit. ONV will pay the remaining amount. These fees will be prepaid by
ONV prior to merger.
• Physical offices
o HACAP agrees to maintain a physical office, open to the public in each county served by
ONV: Dubuque, Delaware and Jackson Counties. The current locations will be
maintained until the existing lease expires or if a satisfactory settlement is reached with
the landlord. HACAP will have the flexibility to retain these locations or find alternative
locations that will better serve the needs of the clients.
• Board
o HACAP board structure will include at least one representative from Dubuque County,
Delaware County, and Jackson County.) They can be either public, low income or
private sector representation.
o HACAP will retain ONV board as an advisory body for 6 month(s) to provide historical
context and review close out programs.
o After that initial period, county advisory boards may be developed to address changing
county needs. Boards would meet as needed in coordination with the HACAP
coordinator in each county.
• Software
o Both ONV and HACAP utilize the same financial and client software and agencies will
save money by combining.
• City leadership introductions and notification
o HACAP will send letter of introduction to all city leaders. Leadership will make personal
introductions to Dubuque, Manchester and Maquoketa city managers in 2020. All city
leaders in the three -county area will be notified in writing.
• Public Notifications
o ONV and HACAP leadership shall work together to provide notification to local papers,
chambers of commerce and local non -profits such as Crescent Community Health
Center. This will include press releases, personal letters, Facebook and other forms of
communication.
o Printed materials will be showing HACAP programs, services and contact information
will be distributed throughout the service area in October 2020.
o Telephone numbers will remain the same to ensure continuity for clients.
This MOU shall be effective as of the date signed by representatives of Operation New View, HACAP
and the 28E partners below and will outline the formal merger process.
Operation: New View Community Action Agency
1473 Central Avenue
Dubuque, IA 52001
Hawkeye Area Community Action Agency, Inc.
1515 Hawkeye Drive
Hiawatha, IA 52233
Laura Roussel!, Board Chair and
Dubuque City Council 28E Partner Jane Drapeaux, CEO
Date Date
Signatures from County 28E Partners
Name/Title
Delaware Co
r
Name/Title
y.®tib!,444+1.. .,+14y—
City of Dubuque
Name/Title
Jackson County