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HomeMy WebLinkAboutDavid and Mary Staudt-8/19/2013 (2)PROJECT AGREEMENT This Project Agreement (the "Agreement") is entered into as of , 2013, by and between David and Mary Staudt, husband and wife ("Staudts"), and the City of Waterloo, Iowa (the "City"). RECITALS A. City considers economic and community development within the City a benefit to the community and is willing for the overall good and welfare of the community to provide financial incentives so as to encourage that goal. B. City is the owner of real property located at 519 E. 3rd Street, Waterloo, Iowa (the "Property"), located in the Logan Plaza urban renewal area. City intends to demolish the existing dilapidated structure and to make the property available for development. Staudts desire to salvage components of the structure to use on a project at a different location. The City is willing to grant salvage rights to Staudts, and Staudts are willing to accept and exercise such rights, on the terms set forth in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Project Assistance. City will be solely responsible for all cost and expense of survey, testing, removal and disposal of asbestos (collectively, the "Asbestos Mitigation") from the Property. City will complete said work, or cause it to be completed, no later than September 30, 2013. After the completion of Staudts' work under this Agreement, the City will undertake at its own cost and expense such further work of demolition, clearance, and site preparation as it may choose to do in the exercise of its sole discretion. 2. Work by Staudts. In consideration of Staudts' payment to City of the sum of $1.00, and subject to the terms of this Agreement, City grants to Staudts the salvage rights provided for herein. Following the date that City completes the Asbestos Mitigation, Staudts, their agents and contractors, shall have complete access to the Property for purposes of salvaging therefrom so much of the components, features and elements thereof as Staudts desire. Staudts shall not enter upon the Property until they have first fulfilled the insurance requirements of Section 3. Upon completion of salvage activities, Staudts shall demolish the remaining structure and shall remove all building materials and debris of any type or nature from the Property, including from within the foundation, and properly dispose of same in accordance with applicable law. Staudts have no duty to remove the foundation, sidewalk or cement steps, if any, or to remove 1 trees or bushes. All work (the "Work") to be undertaken by Staudts under this Agreement shall be at the sole cost and expense of Staudts. During the Work, Staudts shall secure the premises against unauthorized entry and shall erect construction fencing or other suitable barriers for protection of the public. Staudts shall obtain a demolition permit and such other permits as may be required by applicable law or ordinance. 3. Insurance. Staudts shall, at their own expense, procure and maintain comprehensive public liability insurance in the amount of not less than $1,000,000 per occurrence and $2,000,000 annual aggregate. Such insurance shall cover liability arising from the acts or omissions of Staudts, their agents and contractors, and shall protect City against such claims, damages, costs or expenses on account of injury to any person or persons, or to the property of same, resulting from or arising by reason of the negligent acts or omissions or willful misconduct of Staudts, their agents or contractors, during the term of this Agreement, whether in connection with the Work or otherwise. Certificates or copies of said policies, naming City as an additional insured, and providing for thirty (30) days' advance notice to City before cancellation, shall be delivered to City within no later than the date that Staudts intend to enter upon the Property for salvage activities. A renewal certificate shall be provided to City prior to expiration of any policy. City shall provide no such insurance for the property or activities of Staudts, their agents or contractors. 4. Timeliness of Work. The parties agree that Staudts' commitment to undertake and complete the Work in timely fashion constitutes a material inducement for the City to grant the rights provided for herein and that without Staudts' commitment City would not have agreed to do so. Staudts must substantially complete the Work within 180 days (the "Completion Date") after they, their agents or contractors, first enter upon the Property to begin the Work. If the Work has not been substantially completed by the Completion Date, then the City may provide written notice to Staudts that, within 30 days after delivery of notice, Staudts must apply to City for an extension of the time for completion of the Work. Failing such application by Staudts or City's approval of same, Staudts' rights under this Agreement shall be immediately and automatically terminated, and thereafter City may demolish the structure and charge the cost of same to Staudts, with interest to accrue at the rate of 12% per annum, compounded monthly, on any amount remaining unpaid for more than 30 days after written demand for reimbursement. If the Work is diligently prosecuted but is stopped and/or delayed as a result of an act of God, war, civil disturbance, court order, labor dispute, or other cause beyond the reasonable control of Staudts (an "Unavoidable Delay"), the requirement that the Work is to be substantially completed by the Completion Date shall be tolled for a period of time (the "Tolled Period") equal to the period of the Unavoidable Delay, and thereafter if the Work is not completed within the Tolled Period following the Completion Date, then the City may proceed as set forth above. 5. Indemnity. Staudts agree that they shall indemnify City and hold it harmless with respect to any demand, claim, cause of action, damage, cost, expense, 2 injury or liability of any type or nature, including but not limited to reasonable attorneys' fees and expenses, made, suffered, or incurred as a result of or in connection with the Work, Staudts' failure to carry on or complete same, or any lien, claim, charge, or encumbrance on or against the Property of any type or nature whatsoever that attaches to the Property in connection with the Work. If City files suit to enforce the terms of this Agreement and prevails in such suit, then Staudts shall be liable for all legal expenses of City, including but not limited to reasonable attorneys' fees. Staudts' duties of indemnity pursuant to this Section 5 shall survive the expiration, termination or cancellation of this Agreement for any reason. 6. No Encumbrances. Until completion of the Work, Staudts agree that they shall not create, incur, or suffer to exist any lien, encumbrance, mortgage, security interest, or charge on the Property. 7. Personal Benefit; No Assignment. The rights granted to Staudts hereunder are personal to Staudts, and the parties intend that Staudts shall be the sole beneficiaries of the salvage rights granted herein and that Staudts shall not sell salvaged materials to any third party. Staudts may not assign or otherwise transfer their interest under this Agreement prior to completion of the Work, whether in whole or in part, to any other person or entity. 8. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight air courier service, by United States registered or certified mail, postage prepaid, or by facsimile (with an additional copy delivered by one of the foregoing means), and addressed: (a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. (b) if to Staudts, to David and Mary Staudt, Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, or (iii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid. 9. Amendment, Modification, and Waiver. No amendment, modification, or waiver of any condition, provision, or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound or by the duly authorized representative of same, and specifying with particularity the extent and nature of the amendment, modification, or waiver. Any waiver by any party of any default by another party shall not affect or impair any rights arising from any subsequent default. 3 10. Severability. Each provision, section, sentence, clause, phrase, and word of this Agreement is intended to be severable. If any portion of this Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the offending provision or part thereof shall be deemed severed from this Agreement and the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any portion of this Agreement is invalid or unenforceable as written, but that by limiting such provision or portion thereof it would become valid and enforceable, then such provision or portion thereof shall be deemed to be written, and shall be construed and enforced, as so limited. 11. Captions. All captions, headings, or titles in the paragraphs or sections of this Agreement are inserted only as a matter of convenience and/or reference, and they shall in no way be construed as limiting, extending, or describing either the scope or intent of this Agreement or of any provisions hereof. 12. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective heirs and personal representatives. 13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 14. Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior or contemporaneous negotiations, discussions, understandings, or agreements, whether oral or written, with respect to the subject matter hereof. 15. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Project Agreement by their duly authorized representatives as of the date first set forth above. CITY OF TERLOO, IOWA By: v'/' Gam! i��2%% Ernest G. Clark, Mayor David Staudt Attest: Suzy Scares, City Clerk Mary Staudt 4