CITY OF ELYRIA/LORAIN COUNTY METROPARKS CASCADE PARK AFFILIATION AGREEMENT PHASE ONE Mayors draft #1

THIS AGREEMENT (Agreement) is made and entered into as of the ____ day of _____________, 2012, by and between the BOARD OF PARK COMMISSIONERS, LORAIN COUNTY METROPOLITAN PARK DISTRICT (hereinafter referred to as the Park District), having an office at 12882 Diagonal Road, LaGrange, Ohio 44050, and the CITY OF ELYRIA, OHIO (hereinafter referred to as Elyria), having an office at 131 Court Street, Elyria, Ohio. WITNESSETH: WHEREAS, Elyria is the owner of certain parcels of land known as Cascade Park, containing in excess of ___________ acres and more particularly described in Exhibit A attached hereto and made a part hereof and outlined in yellow on the plot plan attached hereto and made a part hereof and marked Exhibit B hereinafter (Cascade). WHEREAS, the Park District and the City of Elyria desire to jointly protect the natural resources and other assets of Cascade Park for the benefit of the citizens of Elyria and all citizens of Lorain County and the region; and WHEREAS, the Park District and Elyria desire to implement a plan and agreement to accomplish such goals and to define the duties and responsibilities of each party with respect to the operation and improvement of Cascade Park; NOW, THEREFORE, in consideration of the mutual promises and obligations contained herein, and other good and valuable consideration, receipt of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. GENERAL DUTIES AND RESPONSIBILITIES Upon execution of this agreement, the Park District and the City of Elyria shall over the next five years work collaboratively through both their existing governance structures and a new joint governance structure called the Joint Cascade Park Board to complete Phase I of a two-phase, ten-year improvement plan that addresses operations, maintenance and capital improvements for Cascade Park. The Park District shall assume responsibility for the general management, operation and maintenance of the park land described in Exhibit A (herein referred to as Cascade Park). The Park District shall also be responsible for the execution of a prioritized Master Plan described in Exhibit B that is derived from and aligned with the City of Elyrias Cascade Park Redevelopment Plan. The Park District will work collaboratively with the City of Elyria and the Joint Cascade Park Board on those items that represent significant infrastructures changes and improvements, fund development, park programming, special events and public meetings designed to gather public input relative to capital improvement projects in the Park. Preliminary acceptance of the refined Master Plan that includes major capital improvements shall be vested with the Joint Cascade Park Board, with final approval from Elyria City Council and the Board of Park Commissioners. The City of Elyria will continue to execute on and complete current and already scheduled infrastructure improvements as described in section C, and will provide police support, routine engineering support, electrical and utility services, and recreational and educational programming. It is the intent of this agreement to commit a total estimated $3,415,000 for capital improvements to the Phase I projects outlined in this agreement, in addition to the added personnel and associated costs discussed herein. The City of Elyria commits to $865,000 in capital improvements that

are currently in process or scheduled to start in the next 12 months. The City of Elyria Mayor and the Park District Executive Director and other volunteer leadership commit to raise $1.5 million in philanthropic funds to help pay for capital improvements outlined herein. The City of Elyria also agrees to provide a variety of additional supports and services as discussed herein. The Park District also agrees to commit $1,000,000 to advance the capital projects in this Phase I agreement, in addition to providing collaborative fundraising leadership towards the $1.5 million fundraising goal and added personnel as described herein.

2. TERM OF AGREEMENT The original term of this Agreement shall commence as of the date first set forth above (the Commencement Date). The original term of this Agreement shall expire at 11:59 p.m. on the day preceding the _______________ anniversary of the Commencement Date. The City of Elyria and the Lorain County MetroParks will evaluate progress at the end of the five-year period and it is the intention of this agreement to lay the foundation for the negotiation of a second agreement outlining Phase II improvements and setting forth an extended agreement through 2022.

3. PARK DISTRICT DUTIES AND RESPONSIBILITIES The Park District agrees, subject to the availability and sufficiency of funding, and within reasonable time periods as determined by the Park District, to assume and perform the following duties and responsibilities: A. Provide general management, operation and maintenance of Cascade Park.

B. Provide staff members, including a full-time service ranger and seasonal rangers to act as second responders, a fulltime Naturalist and other seasonal interpretive experts, seasonal maintenance employees, and consultants as experts to provide guidance professional design and some engineering services. C. Develop, rehabilitate, maintain, and operate all picnic pavilions, playground equipment including the surfaces underneath the equipment, nature trails, parking areas, restrooms, the Nature Center, park roads including the entrance and exit roadways, signage, and bike trails. Provide overall cleanup, including septic, water and debris. D. Execute the prioritized Cascade Park Master Plan as attached (with input and approval from the City of Elyria and the Joint Cascade Park Board) providing for the protection and improvements to Cascade Park , the management of the flora, fauna, riverbanks, and the integration of active (e.g. playgrounds) and passive (e.g. nature trails) areas. 1. Reconstruct 19 acres, including relocation of the road section at the base of the hill and address drainage issues; reconfigure the picnic area, convert the abandoned road sections into walking trails ($500,000 Estimated.). 2. Re-establish the historical intent of Elywood Park by establishing a road and parking plan for the park and executing that plan, abandoning road sections to become a trail, and reconstructing the historical entrance ($300,000 Estimated).. 3. Make major improvements to the Cascade Park Picnic Area, including

redefining intended uses, reconfiguring parking at the Nature Center, evaluating an Amphitherater concept, improving the concession stand, addressing entrance hill issues, landscaping, entrance and exit issues and overall parking ($700,000 Estimated). 4. Rehabilitate land marks and trails between the falls including establishing a system of interconnected trails based on historical documentation, re-establishing historical fencing, landmarks and bears den (without bear), removing graffiti, and addressing accessibility ($500,000 Estimated). 5. Make a minimum $1 million outright financial commitment to the redevelopment of Cascade Park and commit to working with the Mayor of Elyria and other leaders in the community to raise an additional $1.5 million in philanthropic funds to support the execution of Phase I of this agreement. 6. Provide matching grant support to grant projects advanced by the City of Elyria to accomplish common goals.

4. CITY OF ELYRIA DUTIES AND RESPONSIBILITIES The City of Elyria agrees, subject to the availability and sufficiency of funding, and within reasonable time periods as determined by Elyria City Council, to assume and perform the following duties and responsibilities: A. Complete the Cascade Park Siphon Project to rehabilitate the sanitary sewer to meet the EPA long-term control plan. ($280,000). B. Complete the East Falls sewer repair and deck rehabilitation project next to the Elyria Police Department ($205,000).

C. Complete the Two Falls Trail Bridge rehabilitation project ($30,000). D. Complete the 319 Erosion Control Project from the west side bank from the Ford north ($350,000). E. Repair the broken water line on the sledding hill ($50,000 Estimated) F. Provide engineering services for routine park matters. G. Supply and maintain electrical and utility services. H. Provide primary law enforcement jurisdiction over the Park. I. Provide leadership and staff support in the areas of recreational and environmental education programming. J. Serve as a liaison to park support organizations such as the Friends of Cascade Park, the Cascade Park Elyria Foundation and the Ely Wagner Trust. K. Provide leadership in philanthropic fund development of $1.5 million of the estimated $2.5 million needed to execute Phase I through the Mayor and other community leaders. L. Provide grant development and management support for joint projects approved by the Joint Cascade Park Board.

5. JOINT CASCADE PARK BOARD GOVERNANCE PROCEDURES/ RESPONSIBILITIES The governing bodies of the Park Board and the City of Elyria agree that the shared powers and duties shall be exercised by the Joint Cascade Park Board which will be organized and operate consistent with the terms of this Article. A. The Cascade Park Board shall consist of three members. The Mayor of the

City of Elyria and the Park Board shall each have one appointment. The third member will be a current member of the Elyria Parks and Recreation Board and will be appointed by that Board. B. All decisions concerning joint projects shall be made by the majority vote of the Joint Cascade Parks Board, and such decisions shall be subject to final approval of Elyria City Council and the Board of Parks Commissioners of the Lorain County MetroParks. C. The Joint Cascade Park Board may be represented by the Elyria City Law Department or the legal counsel representing the Park District. D. The Joint Cascade Park Board shall meet at least quarterly; once least once every three months. E. The Joint Cascade Park Board will jointly refine and approve the Cascade Park Master Plan and defined projects as attached (with input and approval from the City of Elyria Council and the Park District Board) providing for the protection and improvements to Cascade Park, the management of the flora, fauna, riverbanks, and the integration of active (e.g. playgrounds) and passive (e.g. nature trails) areas. F. The Joint Cascade Park Board will participate in the development of an Annual Budget for the operation, maintenance and improvements to Cascade Park. G. The Joint Cascade Park Board will approve all grant requests above $25,000 relative to the improvement of the park. H. The Joint Cascade Park Board will monitor the status of the execution of

Phase I of the Cascade Park Master Plan and recommend adjustments as needed to the administration and governing bodies of the City of Elyria and the Park District.

6. LIABILITY INSURANCE The Park District shall provide or cause to be provided at its expense, and keep in force during the term of this Agreement, general liability and excess liability insurance with respect to the Cascade Park in a good and solvent insurance company or companies licensed to do business in the State of Ohio with limits of coverage consistent with those maintained by other parks districts of similar size and in areas of similar population, but in any event not less than One Million Dollars ($1,000,000). Such policy or policies shall designate the City of Elyria as an additional insured, and the coverage shall be primary for any claim made against the City of Elyria arising out of an incident occurring within Cascade Park as a result of the actions of or improvements made by the Park District.

7. COOPERATION WITH COMMUNITY SUPPORT GROUPS The parties to this contract recognize and respect the missions of the Friends of Cascade Park, the Cascade Park Elyria Parks Foundation and the Ely Wagner Trust. These groups and entities shall continue to be involved in the operation of the park and all fund accounts that currently flow to the City and benefit the park shall remain with the City of Elyria. These funds shall be reviewed and accounted for in the joint budgeting process as discussed herein.

8. OWNERSHIP OF IMPROVEMENTS Upon the expiration or termination of this Agreement with respect to any Site, all permanent improvements then on such Site shall become the property of the City of Elyria. All revenues derived from rentals, admissions, refreshments, or any other means shall be applied to the maintenance and improvement of Cascade Park pursuant to the deed dated September 1, 1901 from the Ely Realty Company to the City of Elyria.

9. NO ASSIGNMENT The Park District shall not have the right to assign its rights under this Agreement, nor sublet Cascade Park.

10. DEFAULT PROCEDURES If the Park District fails to perform or observe any covenant or agreement to be performed or observed by the Park District pursuant to this Agreement, and such failure continues without the curing of same for a period of ninety (90) days after receipt by the Park District of notice in writing from the City of Elyria specifying in detail the nature of such failure, then the City of Elyria may, at its option, give to the Park District a notice of election to terminate this Agreement upon a date specified in such notice, which date shall be not less than sixty (60) days after the date of receipt by the Park District of such notice from the City of Elyria, and, if such failure is not cured by the date specified in such notice, then upon the date specified in said notice, this Agreement shall terminate. Notwithstanding anything herein to the contrary, in the event that the City of Elyria gives notice of a default of such a nature that it cannot be cured within the ninety (90) day period

provided above, then such default shall not be deemed to continue so long as the Park District after receiving such notice, commences to cure the default as soon as reasonably possible and continues to take all steps necessary to complete the same within a period of time which, under all prevailing circumstances shall be reasonable. No default shall be deemed to continue if and so long as the Park District shall be so proceeding to cure the same in good faith or be delayed in or prevented from curing the same by any cause specified in Section ____ hereof. However, notwithstanding anything to the contrary herein, unless Elyria consents to a longer period of time, kin no event shall the time for the Park District to cure a default exceed one (1) year from the date receipt by the Park District of notice of default from Elyria.

11. FORCE MAJEURE In the event that the City of Elyria or the Park District shall be delayed, hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, riots, insurrection, the act, failure to act or default of the other party, war terrorism or any other reason beyond the reasonable control of the party who is seeking additional time for the performance of such act, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay.

12. NOTICES Every notice, approval, consent or other communication authorized or required by

this Lease shall not be effective unless the same shall be in writing and sent postage prepaid by United States registered or certified mail, return receipt requested, directed to the other party at its address herein above first mentioned, or such other address as either party may designate by notice given from time to time in accordance with this Section.

13. EFFECT OF AGREEMENTS This Agreement shall bind, and the benefits thereof shall inure to, the respective parties hereto, their successors and assigns. Amendments can be made at any time to this agreement with the joint consent of Elyria City Council and the Park District.

14. GOVERNING LAW This Agreement shall be governed by the laws of the State of Ohio.

IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written. PARK DISTRICT: BOARD OF PARK COMMISSIONERS, LORAIN COUNTY METROPOLITAN PARK DISTRICT

By: _____________________________________________ Director/Secretary ELYRIA: THE CITY OF ELYRIA

By: _____________________________________________

Holly C. Brinda, Mayor

APPROVED AS TO FORM: _________________________________________________ Scott F. Serazin, Law Director