Iowa Great Places MOUTHE CITY OF
DuB E MEMORANDUM
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April 11, 2007 ~ ~_; a
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TO: The Honorable Mayor and City Council Members ~
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FROM: Michael C. Van Milligen, City Manager
SUBJECT: Iowa Great Places Memorandum of Understanding
Assistant City Manager Cindy Steinhauser is recommending approval of a draft
Memorandum of Understanding between the City of Dubuque and the State of Iowa for
the Iowa Great Places Program.
I concur with the recommendation and respectfully request approval to finalize this
agreement, and as long as there are no material changes, to execute the agreement.
Michael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
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MEMORANDUM OF UNDERSTANDING
BETWEEN
THE STATE OF IOWA, ACTING BY AND THROUGH THE GOVERNOR
AND
THE CITY/COUNTY OF
,IOWA
THIS MEMORANDUM OF UNDERSTANDING ("MOU"), is effective as of
200_, and is made by and between the THE STATE OF IOWA, ACTING
BY AND THROUGH THE GOVERNOR ("State"), and THE CITY OF
IOWA ("Great Place").
In furtherance of the purposes, privileges and obligations in the Great Places program
("Program"), created on January 11, 2005 by Governor Thomas J. Vilsack's Executive Order 39
and legislatively implemented in Iowa Code 303.3C (2005) and Iowa Code 303.3D (2006), the
parties hereby enter into this MOU. In consideration of the mutual covenants contained in this
MOU, the sufficiency of which is hereby acknowledged, the parties agree as follows:
SECTION 1. PURPOSE. The purpose of this MOU is to assist the Great Place in the
cultivation of the unique aspects of its community for the benefit of its citizens and the State, and
to outline the areas where the State and the agencies and boards under the direction and control
of the State ("Agencies" and "Boards") may assist the Great Place in accomplishing the
objectives specified in the Great Place's proposal dated ("Proposal"). The State
hereby delegates to the Director of the Department of Cultural Affairs ("Director") the
responsibility for planning, developing and executing the Program, and the power and authority
to negotiate, execute, modify and extend this MOU, the Proposal, and the Work Plan and
Projects (as hereinafter defined).
SECTION 2. IDENTIFICATION AND INCORPORATION OF WORK PLAN.
2.1 When used in this MOU, the term "Work Plan" refers to the separate document
outlining each proposed project ("Project") in the Proposal and the steps, if any, that the
Great Place and any appropriate Agencies or Boards may take in furtherance of each
Project.
2.2 The Work Plan negotiated for this Great Place is attached hereto as Exhibit A and is
hereby incorporated into and made a part of this MOU by this reference as if the Work Plan
was fully set forth in this MOU. The parties may jointly agree to amend, supplement, or
modify the Work Plan, either through an amendment to this MOU or in connection with a
Project for which funds are granted pursuant to a Grant Agreement entered into by the
parties, as defined and more fully described in Section 3 hereof.
2.3 The Great Place understands and acknowledges that a commitment by the State,
an Agency, Board, or other entity to assist the Great Place in the identification or
application for funding or financial assistance in the Work Plan or elsewhere in this MOU
does not in any way constitute a guarantee that the Great Place will receive the requested
funding or financial assistance.
2.4 The Great Place understands and acknowledges that a commitment by the State,
an Agency, Board or other entity to consider or review legislative or regulatory changes
does not constitute a guarantee that the desired changes will ultimately be enacted or
adopted.
SECTION 3. GRANT AGREEMENT. As a condition precedent to receiving legally available
funds, if any, from the Iowa Great Places Program Fund ("Fund"), the Great Place shall enter into
the Iowa Great Places Grant Agreement ("Grant Agreement"), a copy of which is attached hereto as
Exhibit B, for each Project for which monies from the Fund are sought by the Great Place.
SECTION 4. RESPONSIBILITIES OF THE STATE. Pursuant to this MOU, the State agrees
to do the following:
4.1 The State shall direct Agencies and Boards to undergo the tasks assigned to them
pursuant to the Work Plan.
4.2 The State, through the efforts of the Department of Cultural Affairs, shall endeavor
to identify and remove legislative or administrative obstacles to the accomplishment of the
objectives outlined in the Proposal.
4.3 Nothing in this MOU shall obligate the State to provide funding for any Project; any
obligation of the State to provide funding shall be governed by and subject to the terms of a
Grant Agreement.
SECTION 5. RESPONSIBILITIES OF THE GREAT PLACE. Pursuant to this MOU, the
Great Place agrees to do the following:
5.1 The Great Place shall implement the Projects pursuant to the Work Plan, except that
nothing in this MOU shall require or obligate the Great Place to follow through on a Project
that the Great Place decides not to pursue or for which funding has not been obtained.
5.2 The Great Place shall work with the Director and staff of the Department of Cultural
Affairs to propose and prepare amendments to the Work Plan.
5.3 To the extent that the Great Place or its agents have previously received grants or
assistance from the State, a Board or Agency, the Great Place and its agents shall fulfill
those prior obligations. The Great Place acknowledges that failure to completely fulfill the
Great Place's outstanding obligations for prior Board or Agency assistance may hinder or
preclude further assistance.
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SECTION 6. DURATION. This MOU shall become effective on ,and
shall be in effect for a period of three (3) years ("Term"). If it appears that the Work Plan will not
completed by the end of the Term, by mutual agreement the Director and the Great Place may agree
to extend this MOU under the same terms and conditions for a period of time required to complete
the Work Plan.
SECTION 7. TERMINATION FOR CAUSE.
7.1 The failure by the Great Place to make substantial, timely progress toward
performance of the obligations in the Work Plan may constitute grounds for default.
However, an inability to complete a proposed Project due to the failure to obtain
necessary funding shall not be grounds for default under this MOU.
7.2 If there is a default event, the State shall provide written notice to the Great Place
requesting that identified breaches or noncompliance be remedied. Such notice shall
state the date by which the breaches or noncompliance must be remedied. In the event
that the breaches or noncompliance continues to be evidenced beyond the date specified
in the written notice, the State may at its option:
7.2.1 Immediately terminate the MOU without additional written notice and
without penalty; or
7.2.2 Unilaterally revise the MOU or the Work Plan to remove or otherwise
modify or affect the obligations of the Great Place and the State with respect to
the area of breach or noncompliance.
SECTION 8. TERMINATION FOR LACK OF FUNDS OR CHANGE IN LAW.
8.1 Notwithstanding anything in this MOU to the contrary, and subject to the
limitations, conditions, and procedures set forth below, either party shall have the right to
terminate this MOU without penalty and without future obligation, by giving thirty (30)
days written notice to the non-terminating party as a result of any of the following:
8.1.1 The State Legislature fails to appropriate funds sufficient to allow the
Great Place, the State or any Agency or Board identified in the Work Plan to meet
obligations under this MOU or the Work Plan;
8.1.2 The Great Places Program legislation, currently codified as Iowa Code
303.3C and 303.3D, is repealed or substantially modified; or
8.1.3 There is a decision of any court or an arbitration panel, or any law, rule,
regulation or executive order is enacted, promulgated or issued, that materially
affects the ability of the Great Place, the State to fulfill its obligations under this
MOU or under Iowa Code 303.3C or 303.3D.
SECTION 9. TERMINATION DUE TO GREAT PLACE'S ELECTION. Through the
provision of thirty (30) days written notice, the Great Place may forego its status as an Iowa
Great Place. If the Great Place chooses to do so, the Great Place acknowledges that it will no
longer be eligible for assistance which depends in whole or in part on the Great Place's status as
a designated Great Place. If a Great Place chooses to forego its status as an Iowa Great Place,
the Great Place relieves the State, its Agencies and Boards from further obligations or
responsibilities under this MOU and the Work Plan. By acting in such a manner, the Great Place
likewise is relieved of further obligation under this MOU and the Work Plan.
SECTION 10. EFFECT OF TERMINATION. Termination of this MOU under the terms of
Sections 7, 8 or 9 hereof shall not operate to terminate any Grant Agreement the Great Place may
have entered into with the State, nor shall termination of the MOU override, remove or otherwise
affect any responsibility or obligation that the Great Place or its agents may have agreed to
assume either under a Grant Agreement or as a condition to receipt of any other grant award or
other assistance.
SECTION 11. CONTRACT ADMINISTRATION.
11.1 Amendments. This MOU may be amended in writing from time to time by
mutual consent of the Director and the Great Place. All amendments to this MOU must
be fully executed by the Director and the Great Place.
11.2 Third Party Beneficiaries. There are no third party beneficiaries to this MOU.
This MOU is intended only to benefit the State and the Great Place.
11.3 Assignment and Delegation. This MOU is premised upon the prior Great
Places designation granted to the Great Place. Accordingly, this MOU may not be
assigned, transferred or conveyed in whole or in part.
11.4 Integration. This MOU, and any documents incorporated herein by reference,
represents the entire agreement between the parties. The Great Place represents and
agrees that it is not relying on any representations or covenants of the State except for
those expressly included in this MOU or in any Grant Agreement.
11.5 Not a Joint Venture. Nothing in this MOU shall be construed as creating or
constituting the relationship of a partnership, joint venture, or other association of any
kind between the parties hereto. Neither party shall have the authority to enter into any
contract or create an obligation or liability on behalf of, in the name of, or binding upon
the other party to this MOU.
11.6 Use of Third Parties. The Great Place acknowledges that the State, its Agencies
or Boards may contract with third parties for the performance of any of State's
obligations under this MOU or the Work Plan.
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11.7 Delay or Impossibility of Performance. A party shall not be considered to be in
default under this Agreement if performance is delayed or made impossible by an act of
God, flood, fire, or other similar events beyond its control.
11.8 Notices. Any notices provided pursuant to this MOU shall be in writing and
delivered to the representative of the party to receive notice (identified below) at the
address of the party to receive notice as it appears below or as otherwise provided for by
proper notice hereunder. The effective date for any notice under this Agreement shall be
the date of mailing such notice.
If to the State: Department of Cultural Affairs
Attn: Director
600 E. Locust St.
Des Moines, IA 50319
With a copy to: Governor, State of Iowa
Attn: General Counsel
State Capitol
Des Moines, IA 50319
If to the Great Place:
11.9 Severability. If any provision of this MOU 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 MOU.
11.10 Counterparts. The parties agree that this MOU has been or maybe executed in
several counterparts, each of which shall be deemed an original and all such counterparts
shall together constitute one and the same instrument.
SECTION 12. EXECUTION
IN WITNESS WHEREOF, in consideration of the mutual covenants set forth above and
for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are
hereby acknowledged, the parties have entered into the above Agreement and have caused their
duly authorized representatives to execute this Agreement.
State of Iowa
Date:
Chet Culver
Governor, State of Iowa
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Great Place
Date:
EXHIBIT A-Work Plan (to be attached)
EXHIBIT B-Iowa Great Places Grant Agreement
(to be attached)