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Home My WebLink AboutConvention Center Maintenance Fund � CITY OF OSHKOSH LEGAL DEPARTMENT 215 CHURCH AVENUE, P.O. BOX 1130, OSHKOSH, VVI 54903-1130 PHONE: (920) 236-5115 FAX (920)236-5106 LETTER OF TRANSMITTAL To: Jon Urben Date: January 16, 2015 Pro'ect: From: Carol Marchant Re: Convention Center Maintenance Attn: Fund Please find: � Attached ❑ Under Separate Cover ❑ Copy of Letter � Agreement ❑ Amendment ❑ Report ❑ Agenda ❑ Meeting Notes ❑ Photos ❑ Mylars ❑ Change Order ❑ Plans ❑ Specifications ❑ Estimates ❑ Diskette ❑ Zip Disk ❑ Other Quantit Descri tion 1 Co of the Convention Center Maintenance Fund A reement These are being transmitted as indicated below: ❑ For Approval � For Your Use ❑ As Requested ❑ For Review 8�Comment Remarks: Diane Abraham kept one ori inal cop of the a reement cc: City Clerk (original) City Attorney (copy) .__ _�.__... i.�� —�- �,� i � I . I � ��A� x 9 �'_i:�1� ; i � ; ...- 3',.�`, � t S ,�.�'. � ' d.;E€`� � b. �______�,_..._._ �_._._.._.—_ DesignatedFundAg reement2�14.docx Oshkosh Area Community Foundation 230 Ohio Street, Suite 100 Oshkosh, WI 54902 Attention: Diane Abraham,President and Chief Executive Officer DesiEnated Fund Agreement City of Oshkosh deliver to the Oshkosh Area Community Foundation, Corp. (hereinafter referred to as the Foundation)our gift of the property described in the attached Schedule A. It is the City of Oshkosh request that this gift,together with any additional gifts,be used to establish and maintain a designated fund as a component fund of the Foundation to be held and administered as follows: 1. NAME OF THE FiTND.The name of the fund shall be the Convention Center Maintenance Fund(hereinafter referred to as the Fund). 2. INVESTMENT OF FUNDS. We request that the assets of our Fund be invested in the Foundation's Investment Pool. 3. PURPOSE. The Fund shall provide support for the maintenance of the Oshkosh Convention Center. This Fund is set up for the benefit and use of the City of Oshkosh only and no third party shall be entitled to direct distributions from the Fund. If the Oshkosh Convention Center would be sold or otherwise disposed of, all distributions from the fund shall cease and all remaining funds shall be paid to the City of Oshkosh within 6 months form the date of notification by the City. 4. COST OF THE FUND. It is understood and agreed that the Fund shall share a fair portion of the total investment costs, in addition to administrative costs of the Foundation. Those costs charged monthly against the Fund shall be determined in accordance with the then current fee schedule identified by the Foundation as applicable to funds of this type in the attached Schedule C. With the exception of amounts used to pay administrative fees, all investment gains and earnings will accumulate. 5. DISTRIBUTIONS.The City shall annually contribute $40,000 or such other amount as the Oshkosh Common Council may direct,but in no case shall the amount be less than$40,000 during the period in which the loan from the Oshkosh Area Community Foundation is outstanding,to the Fund. The City Manager shall autharize distributions from the fund and shall advise, or by written direction designate the appropriate city staff to advise,the Foundation as to the amount and timing of such distributions. The Fund shall pay for Convention Center Maintenance. See attached memorandum for the specific parameters for distributions. Page 1 of 3 6. GOVERNENCE.Notwithstanding anything herein to the contrary,the Fund shall at all times be held and administered in accordance with the provisions of the Articles and Bylaws of the Foundation's Corparation which are hereby accepted and agreed to by the undersigned, including those provisions relating to amendment,termination and variance from donors' direction. a. The undersigned acknowledges that under the provisions of the then current Articles and Bylaws, and as required by regulations promulgated pursuant to the Internal Revenue Code of 1986, as amended,the Foundation has explicit authority to redirect the assets of any fund it administers. The Foundation does not anticipate exercising such authority unless, in the opinion of the Board of Directors,the purposes far which the Fund was established become unnecessary, incapable of fulfillment, or inconsistent with the needs of the community. The Foundation agrees that if its Board of Directors proposes to exercise the variance power stated in the then current Articles of Incorporation,the exercise of such power shall not be effective earlier than at least 30 days after the Foundation notifies City of Oshkosh in writing o£ i. Its intent to exercise such power, and ii. The manner in which Foundation proposes to vary the purposes, uses or methods of administration of the Fund. b. During the notice period, City of Oshkosh may advise the Foundation of its views regarding the proposed exercise of the power and take such other action as it deems appropriate. If City of Oshkosh becomes aware of any other action instituted or proposed by any person to vary the purposes, uses or method of administration of the Fund, it will promptly notify the Foundation. If you accept our gift as set forth above, kindly so indicate by signing and returning the Agreement,which will constitute our entire agreement concerning the Fund. Date this��day of November,2014 City of Oshkosh _ _ _ ..___ , <. .., ..��-��" �.j ' `_`� i `� sy �--- � M rk A. Rohloff, City Manager Pamela R.Ubrig, City ler ��b1��Qn/�t('r1 Trena Larson,Finance Director ynn A. Lore , ity Attorney Accepted as of the date set forth above Oshkosh Area Community Foundation Corp. BY_�—�/��Y�-�–l'�/Fin,/ Diane Abraham President and Chief Executive Officer Page 2 of 3 Convention Center Maintenance Memorandum The Fund shall pay for Convention Center Maintenance. Maintenance shall be defined as care or upkeep of the building and/or building systems or machinery and may include any professional design, installation or other services necessary for the same. Maintenance shall include the purchase, upgrading and/or replacement of items of technology such as wiring,routers,network systems;but shall not include the purchase or repair of individual computers or other items intended for individual use. Other examples of maintenance would include repair, upgrading or replacement of building systems such as HVAC,water heating or electrical systems; repair,upgrading or replacement of the lighting and sound systems; replacement of carpet; repair, painting or wallpapering of walls; replacement of individual bathroom fixtures or partitions;replacement of tile;the repair or replacement of room dividers and the repair or replacement of major kitchen appliances. The fund shall not be used for capital improvements,which shall be defined as additions to the permanent structure and/or the restoration of some aspect of the property that either enhances the property's overall value or increases its useful life. Examples of capital improvements would include structural additions, window replacement or changing the configuration of the building by moving walls ar doorways to enhance the usefulness of the building. The Fund shall not be used for items of daily use, such as replacement of dishes, silverware,tables, tablecloths, chairs or cleaning. For items not specifically listed above,the City Manager or his/her designee shall meet with the Foundation representative and the parties shall make an interpretation based upon the language and examples above,giving due consideration to the original purpose and intent of the Fund. Exceptions to the above policy may be made if agreed upon by both the City,through the City Manager acting as the representative of the City, and the Foundation Director acting as the representative of the Foundation. All purchases from the Fund shall conform to the requirements of the City's purchasing ordinance and policies. Page 3 of 3 ;�� ,,.� OSHKOSH AREA � �� CC)MMUNITY FC�UNDATICJN Oshkosh Area Community Foundation Schedule C Foundation Fees Fees support fund management, investment performance oversight, and the annual independent audit. Expenses directly attributable to a particular fund(legal fees, special publicity, postage, etc.)are charged to that fund. Annual administrative fees range from 0.15 percent to 2.0 percent of the market value of the fund. Fees are assessed monthly and based on current market value. Investment fees are an additiona10.6 percent to 0.8 percent of the market value of the fund. Acorn Funds 0.5% Community Impact Funds 2.0% Designated Funds 0.75% Donor Advised Funds 0.6%up to $500,000 0.4%from$500,000 to$1.5 million 03%from $1.5 million to$5 million 0.15% over$5 million Field of Interest Funds 2.0% Scholarship Funds 1.5% Fiscal Sponsorship Funds $10/month or 1%of funds raised monthly, which ever is greater Giving Circles 1.0% Affiliate Foundations 0.7%up to$1 million 0.5%from$1 million to$5 million 033%over$5 million i i . , _ _ _ i! • � , • 1 � • • � j . * � � r • ! • * - • • r # • ' -• � • � . : : . •