Officially signed Thursday, Nov. 14, 2002, at 10:30 a.m. in the council chambers at Storm Lake City Hall.
The following Articles of Agreement hereby establish and govern the creation of the Lake Improvements Commission.
The official name of this Commission shall be the Lake Improvements Commission.
Section 1. Legal Status. This Commission shall be a voluntary joint undertaking pursuant to the provisions of Chapter 28E of the 2001 Code of Iowa (and all acts amendatory thereto) by the City of Storm Lake, Iowa (a municipal corporation), the City of Lakeside, Iowa (a municipal corporation), Buena Vista County, Iowa (a municipal corporation) and the Lake Preservation Association For Storm Lake, Inc. (an Iowa nonprofit corporation).
Section 2. Intent. It is the intention of the parties herein that this Commission which is set up for the purposes set forth hereafter shall represent a joint cooperative effort of each of the entities joining this undertaking, and that the Commission shall be a separate legal entity.
Commencement Of Operations
The operations of the Lake Improvements Commission shall commence October 15, 2002, or at such time as an executed copy of this Agreement shall have been filed with the Secretary of State and recorded with the County Recorder of Buena Vista County, Iowa, whichever occurs later.
The duration and existence of this Commission shall be perpetual, unless terminated or dissolved as hereinafter provided.
Section 1. Purpose of Agreement. The purpose of this Agreement shall be to create the Lake Improvements Commission, to establish the Board of Directors which will govern the Commission, to provide for the financing of the operations of the Commission, and to specify which decisions must be made by the Commission and which may be delegated to the administrator responsible for administrating the work of the Commission.
Section 2. Purposes of the Lake Improvements Commission.
A. Dredging. One of the purposes of the Lake Improvements Commission shall be to finance and effect a continued dredging of Lake Storm Lake to remove the accumulation of silt to the greatest extent possible so as to enhance the use of the lake for water recreation, to promote fishing and to otherwise guarantee the continued existence of this natural water resource adjacent to the cities of Storm Lake and Lakeside and within Buena Vista County, Iowa.
B. Water Quality/Watershed Projects. The second purpose of the Lake Improvements Commission shall be to identify, effect and promote water quality/watershed projects in the vicinity of Lake Storm Lake for the purpose of improving the water quality of the lake and for the purpose of minimizing the reaccumulation of silt in the lake to the greatest extent possible.
Board of Directors
Section 1. Board of Directors. The control and direction of the Lake Improvements Commission is hereby vested in the Board of Directors as herein established except as otherwise set forth in these Articles. Each director as set out hereafter shall be entitled to one vote.
The Board of Directors shall be appointed as follows: 2 members shall be appointed by the Mayor of Storm Lake with the consent of the Storm Lake City Council and such members shall either be the Mayor and/or Council members of the City of Storm Lake; 1 member shall be appointed by the Mayor of Lakeside with the consent from the Lakeside City Council and such member shall either be the Mayor or a Council member of the City of Lakeside; 2 members shall be appointed by the Chairman of the Buena Vista County Board of Supervisors with the consent of the Board and the members appointed shall be members of the Buena Vista County Board of Supervisors; 2 members shall be appointed by the President of the Lake Preservation Association For Storm Lake, Inc. with the consent of the Board of Directors and such members shall be an officer and/or director of the corporation.
Each of the appointing officers or entities may, in their respective discretion, appoint an alternate director in the event of that director's absence or temporary inability to serve. A director's term shall be for four years and shall terminate August 31 of 2006 and every fourth year thereafter. In the event that a Commission member ceases to serve as an officer or director of the entity from which the members was appointed, or if the Commission member should resign or die, the position of that director shall be deemed vacant and the entity responsible for appointing that director shall appoint a successor director to complete the balance of the term of the directorship which is vacant as provided herein.
Section 2. Ex-officio Directors. In addition to the seven directors provided for in Section 1, the Iowa Department of Natural Resources, the Natural Resources Conservation Service, the Buena Vista Soil and Water Conservation District and the Iowa Lakes Resources, Conservation and Development shall, if they desire, each be entitled to designate an employee from their respective organization who is familiar with Lake Storm Lake and the surrounding area to act an ex-officio director. The Buena Vista County Supervisors shall also appoint, as an ex-officio director, a farmer who lives in the watershed of Lake Storm Lake. Ex-officio directors shall not be entitled to vote but shall be entitled to notice of all meetings held by the Commission and entitled to participate in the discussions with respect to the decisions made by the Commission.
Section 3. Chairman and Vice Chairman. The Board of Directors shall elect from its voting membership a chairman and a vice chairman, who shall serve for a period of one year or until their successors are elected, or until such time as the said chairman or vice chairman shall no longer qualify as a director, at which time the then remaining members of said Board of Directors shall elect a new chairman and/or vice chairman.
Section 4. Secretary-Treasurer. The City Clerk for the City of Storm Lake or his or her designee shall act as secretary-treasurer for the Commission.
Section 5. Meetings. The Board of Directors shall meet no less than quarterly, and at such other times as the chairman and/or vice chairman shall call such meetings of the Board.
Section 6. Employees. The Commission itself shall not have employees. The administration and work of the Commission shall be as set forth in Article VIII.
Section 7. Quorum. A majority of the voting membership of the Board of Directors appointed as set forth above shall constitute a quorum for the conduct of business of the Lake Improvements Commission.
Powers And Duties
Section 1. Powers and Duties. The Lake Improvements Commission shall have the power to do all things necessary to carry out the stated purposes insofar as the same are not in conflict with any of the existing laws within in the State of Iowa, and subject to the limitations relating to employees contained in Article VIII.
A. The duties of this Commission shall include the adoption by the Board of Directors of such bylaws as shall be necessary for the proper operation of this Commission, and the providing of members of the Commission with copies of said bylaws.
B. The Commission shall be specifically responsible for determining which water quality/water shed projects shall be implemented, and for determining the priorities of the projects proposed for implementation. The Commission shall also be responsible for selecting areas of the lake for dredging and for determining which areas of the lake shall have priority for such projects. The Commission shall be responsible for approving the acquisition of all spoil sites, either by purchase or lease, and for approving the plans for development of those sites. The Commission shall be responsible, to the extent that there are funds received by the Commission which are not specifically designated for either the water quality/water shed projects, or alternatively, for the dredging project, for determining how such undesignated funds will be allocated. The Commission shall approve all contracts with independent contractors.
C. The Commission shall also be responsible for pursuing possible funding of the various projects proposed by the Commission including voluntary contributions, grants from governmental entities or private foundations, and/or requesting funding from the government entities that are parties to this Agreement.
Section 1. Commission Administrator. The Storm Lake City Administrator is hereby appointed to administer the business affairs of the Lake Improvements Commission. The administrator shall be responsible for administering all contracts entered into by the Commission and may sign contracts which have been authorized by the Commission on behalf of the Commission. The Storm Lake City Administrator shall further prepare, when requested, financial statements which show the financial resources and liabilities of the Commission and shall propose an annual budget on a calendar year basis for conducting and implementing the projects approved by the Commission.
Section 2. Financial Controls. The Storm Lake City Clerk is hereby designated as the treasurer for the Lake Improvements Commission and shall disperse funds on behalf of the Commission. The parties specifically agree that the City Clerk of the City of Storm Lake shall receive and hold on behalf of the Commission all funds designated for payment to the Commission by any of the governmental entities which are parties to this Agreement, all funds received as contributions by the Lake Preservation Association For Storm Lake, Inc. from its members which the Board of Directors of the LPA determines shall be dedicated to the projects of this Commission, and all funds received as grants from governmental entities or private foundations which are designated for the Lake Storm Lake preservation project, whether those grants have been applied for in the name of the Commission, or in the name of one of the parties to this Agreement. All funds received by the Clerk shall be held in accounts in the name of the Commission which are segregated from the funds of the City of Storm Lake and the Clerk shall further segregate those funds into accounts for funds which were dedicated specifically for water quality/water shed projects, funds which were designated specifically for dredging projects, and undesignated funds. Any interest earned from the Lake Improvements Commission accounts shall be retained in said Lake Improvements Commission accounts for use by the Commission. The Commission may request an audit of Commission accounts at times determined by the Commission, with the expense of such audit to be paid from Commission funds.
Section 3. Employees. To the extent that the Commission determines that it desires to implement its projects directly rather than contracting with third parties to implement the projects, the employees necessary to implement the projects will be hired by the City of Storm Lake and will be for all purposes considered to be employees of Storm Lake. The City Administrator for the City of Storm Lake shall have the sole authority to hire and fire those employees. All costs of compensation for such employees, including the costs of any benefits to which those employees shall be entitled, and the cost of any employment taxes paid on behalf of those employees, shall be reimbursed to the City of Storm Lake from the funds of the Lake Improvements Commission held by the City Clerk on behalf of the Lake Improvements Commission. To the extent that any existing supervisor of the City of Storm Lake is assigned the responsibility for supervising such employees, the Storm Lake City Administrator shall recommend, and the Commission shall approve, an appropriate percentage of that supervisor's compensation and benefits which shall be reimbursed from Commission funds.
Dedication of Resources
Section 1. Dredge System. Buena Vista County has committed itself to purchase a
dredge and associated equipment for the dredge up to a maximum expenditure of $600,000.00. Upon acquisition of such dredge and associated equipment, Buena Vista County agrees to make such dredge available to the Commission and/or such employees or agents as the Commission or its Administrator may designate for the purpose of conducting dredging operations on Lake Storm Lake. This dedication of use is not firmly fixed in terms of years but the estimated period for which the dredge would be required is ten (10) years. During the period of the dredging, the County shall be responsible for insuring the dredge against casualty loss. The Commission itself shall be responsible for all cost of repairs and maintenance of the dredge during its period of use by the Commission. Ownership of the dredge and equipment purchased by the County shall at all tunes remain in the name of the County.
Section 2. Spoil Site. The City of Storm Lake has recently purchased the Northwest Quarter ~W) of Section Twelve (12), Township Ninety (90) North, Range Thirty-Seven (37) West of the 5th P.M. under the belief that this farmland would make an appropriate spoil site for use in connection with the dredging of the lake. To the extent that such farmland is approved for use as a spoil site, the City of Storm Lake agrees that it may be used for such purpose by the Commission for the duration of the dredging project, or until the spoil site is filled to capacity, whichever occurs first. In the event that the proposed spoil site described herein does not prove to be satisfactory, or in the event it is only partially used, the City agrees that the value of its spoil site utilized for this project plus l)such additional amounts as the City may expend to acquire alternate dredge sites through lease or purchase, 2) such amounts as the City will contribute to the Commission to develop the spoil site or sites, 3) such amounts as the City will contribute to the Commission to operate the dredge, and 4) the sum of $225,000.00 pledged in Article X, Section 2 will at least match the amount actually expended by Buena Vista County pursuant to Article IX, Section 1.
Section 3. Other Assets. Except as otherwise provided in this Agreement, all assets acquired with Commission funds shall be considered assets of the Commission as a corporate entity.
Section 1. Buena Vista County. As set forth previously, Buena Vista County has pledged up to $600,000.00 for the purchase of a dredge and associated equipment for use in the dredging operations. In the event that the dredge and associated equipment may be purchased for less than $600,000.00 thereby leaving a portion of its committed funds unspent, Buena Vista County reserves unto its Board of Supervisors the authority to determine whether any part of the excess funds will be dedicated to fund the operations of the dredging, or alternatively, whether the County shall reserve to the County the use of such funds for purposes unrelated to the Commission work. As of this date, Buena Vista County makes no commitment to provide funds for operating expenses in the future during budget years that coincide with the period during which dredging operations will take place, but Buena Vista County does agree to consider requests for funding for operations during the period of years that dredging occurs.
Section 2. City of Storm Lake. The City of Storm Lake agrees to commit the sum of $225,000.00 to the Commission to be deposited in the dredging account for use in purchasing auxiliary equipment for the dredge as the Commission may direct. In the event the necessary auxiliary equipment may be purchased for less than $225,000.00 thereby leaving a portion of its committed funds unspent, the City of Storm Lake reserves unto its Council the authority to determine whether any part of the excess funds will be dedicated to the operations of the dredging, or alternatively, whether the City will require that the unspent funds be returned to the City. The City of Storm Lake further agrees that during each budget year while dredging continues, it will consider requests made by the Commission for funds to help support the operational expense of the dredging operation.
Section 3. City of Lakeside. The City of Lakeside hereby agrees to pay into the Commission an amount equal to 25% of its local option sales tax revenue during each year that the dredging operation continues and which amount is estimated to be approximately $8,000.00 - $10,000.00 per year. The City of Lakeside shall also make an initial contribution of $30,000.00 to the Commission for dredging.
Section 4. Lake Preservation Association For Storm Lake Inc. The Lake Preservation Association For Storm Lake, Inc. hereby agrees to seek voluntary contributions to finance dredging from its membership on an annual basis and which amounts would be paid over to the Commission in their entirety and dedicated to the operational expense of dredging the lake.
Section 5. Regular Funding. The parties all acknowledge that the long-term success of the Commission will be dependent upon the Commission receiving regular funding on an annual basis to cover the cost of its projects, and in particular the dredging operation, and that if such funding does not materialize, the ability of the Commission to achieve its stated purposes will be in jeopardy.
Section 1. General. The parties to the Agreement shall constitute its membership. Benefits of the membership shall include the economic advantage of a joint and concerted effort to preserve and improve Lake Storm Lake for the benefit of all of the parties.
Section 2. Duration of Membership. A member of this Commission shall continue its membership herein until such time as the member terminates its membership, as hereinafter provided; or the Commission is dissolved as hereinafter provided.
Section 3. Membership Termination. The membership of an individual party to this Agreement may be withdrawn from this Commission in the following manner.
A. Membership shall be terminated when the governing party of the member adopts a resolution withdrawing from the Commission. A copy of said resolution, bearing the signature of the Chairman, Mayor or President thereof, shall be sent to the Chairman of the Commission.
B. Withdrawal of a member from the membership of this Commission shall be effective upon receipt of the resolution by the Chairman of the Commission.
C. Termination of membership by a member shall not relieve that member of its obligation to pay any amount previously pledged toward the operations of the Commission to the extent such amount is then unpaid.
D. Termination--Effect Upon Director. Termination of membership of any party authorized to appoint a director or directors in that parties sole discretion shall also effect a termination of that particular director's or directors' position effective at such time as the parties' membership terminates.
During the period of operation of the Commission and for so long as necessary after the completion of dredging until all spoil sites are returned to farming or other suitable uses other than as a spoil site, the Commission shall purchase and maintain General Liability insurance covering all operations of the Commission in an amount not less than $5,000,000.00 naming the Commission as the principal insured and each of the parties to this Agreement as an additional insured. During this same period, the Commission shall purchase Public Officials Liability Insurance on behalf of its Board of Directors in such amount as the Board may direct. The Commission shall purchase casualty and other forms of insurance as circumstances may warrant.
This Agreement and the Commission herein created may be dissolved at any time with the unanimous vote of the membership. A party which is a governmental body may not vote for dissolution until its respective Board or Council shall pass a resolution supporting the dissolution of the Commission. The Commission shall not be dissolved when there remains any indebtedness incurred by such Commission until such indebtedness is paid. Upon such a dissolution, all assets of this Commission shall be liquidated and the net proceeds obtained therefrom shall be distributed to one or more of the parties in such amounts as the Commission shall agree, or alternatively, to another nonprofit tax exempt entity involved in projects similar in purpose to the purposes previously set forth for this Commission. The dredge and any other equipment purchased by Buena Vista County shall not be considered an asset of the Commission and shall be returned upon termination to Buena Vista County. The farmland described in Article IX, Section 2, including any additional farmland purchased by the City with City funds, shall, at all times, remain titled in and be the property of the City of Storm Lake. Any auxiliary equipment purchased with funds provided by the City of Storm Lake shall not be considered an asset of the Commission and shall be returned to the City.
The terms of these Articles of Agreement may be amended by a three-fourths vote of the Board of Directors at any regular meeting, provided that each individual member thereof shall have been mailed a copy of said proposed Amendment at least 30 days prior to the date action is proposed to be taken upon the Amendment.
If any of the provisions of these Articles of Agreement, or the application thereof to any
person or circumstance are held to be invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of these Articles are deemed and declared to be severable. Governmental entities which are parties to this Agreement certify that they execute this Agreement pursuant to authority granted by resolution from their respective governmental bodies.