HomeMy WebLinkAboutBlack Hawk Nursing Realty, LLC - Service Agmnt - 4/1/19SERVICE AGREEMENT
This Service Agreement (the "Agreement") is entered into as of April 1, 2019, by and
between Black Hawk Nursing Realty, LLC ("BI -IN") and the City of Waterloo, Iowa ("City").
WHEREAS, BHN has purchased a facility at 1410 W. Dunkerton Road, Waterloo, Iowa
(the "Property"), which is located outside the corporate limits of the City of Waterloo; and
WHEREAS, pursuant to an agreement between the former owner of the Property and the
City, the Property has the benefit of a connection to City's sanitary sewer system; and
WHEREAS, BHN has requested that City provide routine inspection services for BHN's
private lift station (the "Lift Station"), and the parties desire to set forth herein the terms relating
to such services and other services that City may provide from time to time.
NOW, THEREFORE, in consideration of the mutual promises exchanged herein, the
parties agree to undertake the Project upon the following terms and conditions.
1. Basic City Services. City shall, twice each week, inspect the Lift Station, which
shall include the following specific services: float ball inspection, telemetry radio alarm
operation and inspection, pump performance monitoring, wet well level indicator operation, and
record keeping of pump hours. City's services shall be performed by qualified personnel from
its Waste Management Services department. City will report any unusual operations or the
status of pending issues.
2. Additional Services. City shall respond to Lift Station alarms in as timely a
manner as possible under the circumstances. On an as -needed basis, City shall provide such
other services as BHN may request from time to time, including but not limited to those services
as are reasonably necessary to ensure proper maintenance and operation of the Lift Station.
Subject to Unavoidable Delays as defined below, City personnel shall be available on a 24-hour,
7 -day -a -week basis to address alarm and emergency situations.
3. Charges. The charge for basic services shall be $233.33 per month for calendar
year 2019, which includes applicable sales tax. Effective as of January 1 of each year thereafter,
the charge for basic services shall automatically increase by 2.5%, without necessity of notice.
For additional services provided by City, BHN will be charged for the use of equipment at the
rate posted by City or at the rate incurred by City for use of the equipment, as applicable, and
BHN will be charged for the time of City personnel at the rate posted by City, including the
benefit rate and applicable overtime rate. Posted rates in effect as of the date of this Agreement
are attached hereto. Other than rates for basic services, City may adjust any of its rates at any
time upon 60 days' advance written notice. All charges will be billed on a periodic basis,
typically monthly, and will be due and payable in full within 30 days of billing.
4. Sewer Rates. This Agreement shall not be interpreted or construed as modifying
or waiving any applicable ordinances of the City of Waterloo, including but not limited to
Section 8 -3A -2.A.3 pertaining to sewer rates being charged at twice the normal rate for users
located outside the Waterloo city limits.
5. Sewer System. All sewer lines, piping and force main (collectively, the "Sewer
System") that serve the Property are, to their point of connection with City -owned infrastructure,
the sole property of BHN, whether the Sewer System is located on the Property, within road right
of way, or otherwise. City shall have no responsibility under this Agreement to inspect,
maintain, or otherwise provide service for the Sewer System or any of its component elements,
and BHN shall be solely responsible for all work that may be necessary or advisable in relation
to the Sewer System. Upon mutual agreement of the parties, City may provide services for the
Sewer System on the same basis and at the same cost as it provides additional services for the
Lift Station under Section 2 above.
6. Unavoidable Delays. City's performance under this Agreement is subject to
"Unavoidable Delays", which for purposes of this Agreement means any act of God, adverse
weather conditions, war, embargo, riots, strikes, unavailability of materials, and all other acts or
omissions, causes or events which are beyond the reasonable control of City.
7. Indemnity; Limitation of Liability. Except for the gross negligence or willful
misconduct of City, its employees and agents, BHN hereby waives, and further agrees to defend,
indemnify and hold harmless the City and its officials, employees, contractors and agents, from
and against any and all claims, demands, actions, causes of action, damages, costs, fees,
penalties, or liabilities of any type or nature whatsoever, including but not limited to reasonable
attorneys' fees and expenses, whether at law or in equity, and whether sounding in tort, contract
or otherwise, arising from or in connection with the services provided or to be provided by City
under this Agreement. In no event will City be liable under this Agreement to BHN for any
consequential, indirect, incidental or punitive damages, lost profits or revenues or diminution in
value, regardless of whether such damages were foreseeable and whether or not the party was
advised of the possibility thereof and/or the legal or equitable theory (contract, tort or otherwise)
upon which the claim is based.
8. Term and Termination. Subject to the terms hereof, this Agreement shall be
effective as of January 1, 2019 and shall continue in effect for an initial term of five (5) years,
after which the Agreement will renew for additional terms of two (2) years each unless one party
delivers to the other party a written notice of non -renewal no later than July 1 of the year
immediately preceding the next scheduled renewal date. This Agreement may also be terminated
by either party at any time due to a material breach in performance by the other party, to be
effective 60 days after the delivery of a written notice that specifies the default if the party
alleged to be in default has not cured the default within such 60 -day period.
9. Notices. Any notice under this Agreement shall be in writing and shall be
delivered in person, by overnight courier service, or by United States registered or certified mail,
postage prepaid, to the following addresses:
BHN CITY
Black Hawk Nursing Realty, LLC City of Waterloo
8170 McCormick Blvd., #124 Waste Management Services
2
Skokie, IL 60062 3505 Easton Avenue
Attn: Attn: Superintendent
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 a 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. Either party may change
its address for the giving of notice by delivering notice to the other party as provided herein.
10. 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.
11. Binding Effect. This Agreement shall run with the land and is binding on the
parties and the respective successors and assigns of each, including future owners of the
Property.
12. Counterparts. This Agreement may be executed in any number of counterparts,
each of which, including signed counterparts transmitted by facsimile or other electronic means,
shall be deemed an original and all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Service Agreement by their
duly authorized representatives as of the date first set forth above.
BLACK HAWK NURSING REALTY,
LLC
By:
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CITY OF WATERLOO, IOWA
By: LL.L.t,t_k.t6
Quentin Hart, Mayor
Attest:
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helley
e, City Clerk