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HomeMy WebLinkAboutSouth View Associates, LLC-10/7/2013PROJECT COOPERATION AND EASEMENT AGREEMENT This Project Cooperation and Easement Agreement (the "Agreement") is entered into as of rtokbe.,f —1 , 2013, by and between South View Associates, LLC ("South View") and the City of Waterloo, Iowa ("City"). WHEREAS, South View operates a private sanitary sewer lift station located on South View's property approximately northwesterly of the intersection of La Porte Road and orange Road; and WHEREAS, South View desires that City construct a new lift station on South View's property and connect the lift station to City sewer lines (the "Project", as described more fully below); and WHEREAS, South View desires that City assume responsibility for operation and maintenance of said sewer lines and lift station, and City is willing to do so on the terms set forth herein. NOW, THEREFORE, in consideration of the mutual promises exchanged herein, the parties agree to undertake the Project upon the following terns and conditions. 1. Proiect Parameters. The Project shall include the following elements: A. City shall, at City's sole cost and expense, construct a new sanitary sewer lift station and related infrastructure and facilities (except as described in paragraph B below) on South View's property located generally on the northwesterly corner of the intersection of La Porte Road and Orange Road, at a specific location to be determined by the parties. B. City shall, at the sole cost and expense of South View as described in paragraph 3 below, connect the new lift station with new sewer lines to be laid between the following points of connection: from the southwesterly right of way of La Porte Road, extending beneath La Porte Road, and northeasterly of La Porte Road to terminus of existing sewer lines near the southerly end of Texas Street. C. City shall, at City's sole cost and expense, demolish and remove the currently existing lift station and wet well located on South View's property. Said actions will be done after the new lift station is operational for its intended purpose. 2. Project Construction. City will seek to complete the Project in a timely manner, subject to events or circumstances beyond its reasonable control. South View will provide all reasonable access to its property as necessary for City to design, plan, inspect, undertake and complete the Project. The parties acknowledge City's intent to complete the Project by fall 2013. 3. Project Costs. City shall be responsible for all Project costs and expenses that are not allocated to South View by this Agreement. South View shall be responsible for all costs and expenses associated with all trenching, installation, inspections, labor, materials and other work needed for the portion of the Project described in paragraph I.8 above. Said cost shall be determined after City lets the Project for bids and awards the contract, but in any event South View's share of costs and expenses shall not exceed $50,000 in the aggregate. City and South View agree that the costs and expenses to be paid by South View as its contribution to the Project shall be charged against South View's property as a special assessment to be payable in installments over a period of five (5) years. 4. Temporary and Permanent Easements. Until completion of the Project, South View hereby grants to City a temporary easement for purposes of design, staging, and construction of the Project and for demobilization after completion. The parties agree that, upon determination of a location for the new lift station, South View will grant to City, without additional consideration, a permanent easement in, upon, over and across an area to be defined hereafter, for purposes of design, staging, construction, operation, inspection, maintenance and repair of the new lift station and all related infrastructure and facilities that may be located on South View's property, including rights of ingress and egress. The parties will execute an easement agreement embodying these terms and such other terms to which the parties may agree, and City will record the easement agreement in the county land records at its own cost and expense. 5. Indemnity and Waiver. South View hereby waives, and further agrees to defend, indemnify and hold harmless the City and its officials, employees, attorneys and agents from and against, any and all claims, demands, actions, causes of action, damages, costs, or liabilities of any type or nature whatsoever, including but not limited to reasonable attorneys' fees and expenses, whether at Iaw or in equity, and whether sounding in tort or contract, arising from or in connection with operation, or operational failures, of the existing sanitary sewer lift station and all infrastructure, facilities or equipment related thereto. 6. Private Lines. Nothing in this Agreement is intended to confer upon City any right, title or interest, nor any liability or responsibility, with respect to any sanitary sewer lines, facilities or infrastructure located anywhere upon the property of South View, all of which shall continue to the sole property of South View, except for the new lift station and new lines laid to connect the lift station with existing lines owned by City. 7. Severability. In the event of any provision in this Agreement is held invalid, illegal or unenforceable, in whole or in part, the remaining provision of this Agreement shall not be affected thereby and shall continue to be valid and enforceable. 8. Entire Agreement: Modification. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all negotiations, preliminary agreements and all prior or contemporaneous discussions and understanding of the parties. This Agreement may not be modified or amended without the written consent of both parties. 9. Notices. Any notices required or permitted under this Agreement shall be made in writing and shall be delivered or sent to the parties addressed as follows: 2 South View Associates, LLC City of Waterloo Attn: Superintendent, Waste Management 3505 Easton Avenue Waterloo, IA 50702 Unless either party notifies the other, in writing, of a different address, and without prejudice to any other method of communication, such notice shall be considered given under the terms of this Agreement when sent, addressed as designated above, by U.S. registered or certified mail, return receipt requested, postage prepaid. Such notice shall be deemed delivered three (3) business days after the date it is deposited in a U.S. mail receptacle. 10. Binding Effect. This Agreement is binding on the parties and the respective successors and assigns of each. IN WITNESS WHEREOF, the parties have executed this Project Cooperation and Easement Agreement by their duly authorized representatives as of the date first set forth above. SOUTH VIEW ASSOCIATES, LLC Its: ktIF ate, 3 CITY OF TERLOO, IOWA ,s By: est 0. Clark, Mayor Attest: Suzy Sch r es, City Clerk PROJECT: South View Estates pump station and force main project PARCEL: 8812-18-376-007 OWNER: South View Associates, LLC OINltER TO DONATE FORM As owners of real estate needed for the above -referenced project and parcel, and acknowledging the fact that we are entitled to just compensation for the subject property interests, nevertheless, we desire to donate the temporary and permanent easements. We hereby waive such compensation rights and will promptly execute the necessary documents for the City of Waterloo, Iowa. This donation to the City of Waterloo, Iowa, is made knowingly, voluntarily, and not under coercion or threat of any nature by the City of Waterloo or its agents. Before signing this form, we have had the opportunity to consult with our own legal and tax advisors. References in the singular number include the plural, and vice versa. For South View Associates, LLC By:. t.V.--: es C c: .51< 1 Its: agdtizsrs3£ G. t.? ,,' 0' ., [Seal] KAREE L. RETZLAFF Commission # 1984226 Notary Public - California Z Los Angeles County Comm. Extres Aug1, 2014