HomeMy WebLinkAboutWaterloo Community Schools - MOU for Salt Purchase - 12/17/18Please return this copy to:
City Clerk & Finance Dept.
715 Mulberry 5t.
Waterloo, IA 50703
MEMORANDUM OF UNDERSTANDING
FOR SALT PURCHASE
This Memorandum of Understanding for Salt Purchase (the "MOU") is entered into as of
bec_. t ] , 2018, by and between Waterloo Community School District ("WCS") and the
City of Waterloo, Iowa ("City"). WCS and City are each referred to as a "Party" and collectively as the
"Parties".
WHEREAS, WCS desires to purchase salt from City for snow and ice control purposes,
WCS has represented to City its average winter season sale use, City believes it can procure
sufficient salt to meet WCS's needs based on such representation, and the Parties desire by this MOU
to establish the terms on which WCS may purchase salt from City;
NOW, TI--IEREFORE, in consideration of the mutual promises exchanged herein, and for
other consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as
follows:
1. Salt Purchase and Sale. WCS from time to time may purchase salt from City in an
amount sufficient to meet the reasonably expected needs of WCS for the following two weeks. WCS
will take delivery of salt and salt/sand mixture at City's Public Works facility. The Parties do not
intend that WCS will purchase salt for the purpose of stockpiling it for use beyond the current winter
season, nor for resale to any third party. City has acquired or will acquire such amounts of salt as it
believes to be adequate to cover the reasonably foreseeable needs of the Parties for the current winter
season, but due to variability of weather conditions and inability to control supplies, City does not
guarantee to WCS that City's salt stockpile will be sufficient for all needs.
2. Price; Billing. City will sell salt to WCS at a price of $82 per ton for all salt loaded
into a WCS vehicle and $58 per ton for all salt/sand mixture loaded into a WCS vehicle. City will bill
WCS monthly, and WCS will remit payment within 30 days of billing.
3. Tenn. This MOU will commence on the date hereof and will continue in effect until
one Party delivers 30 days' advance written notice to the other Party. City may notify WCS at any time
that City's costs to procure salt and/or sand have changed and that the price hereunder must be
modified appropriately. Such change in price will take effect 14 days after City's written notice to
WCS, provided that WCS may elect to reject such price change and immediately cancel this MOU,
without further obligation, by delivery of written notice to City.
4. Indemnity. To the extent permitted by applicable law, WCS will defend, indemnify
and hold harmless City, its officials, officers, employees, and agents, from and against any and all
claims, demands, actions, causes of action, costs, fees, expenses, penalties, fines, and liabilities
whatsoever, including but not limited to reasonable attorneys' fees and expenses, existing at law or in
equity, whether sounding in tort or contract, arising from or in any way connected with, or claimed to
arise from or in any way be connected with, the transport, storage, disposal or use of salt or salt/sand
mixture by WCS, its employees, contractors, or agents.
5. No Assignment. WCS may not assign its rights, privileges or interest in this MOU
without the prior written consent of City.
6. Relationship of Parties. Nothing in this MOU shall, or shall be deemed or
construed to, create or constitute any joint venture, partnership, agency, employment, or any other
relationship between the Parties nor to create any liability for one Party with respect to the liabilities
or obligations of the other Party or any other person.
7. Miscellaneous Provisions. This MOU is binding upon and shall inure to the benefit of
the Parties and their respective successors and assigns. This MOU is the entire understanding between
the Parties pertaining to the subject matter hereof and supersedes all prior understandings or agreements
relating to the subject matter hereof, whether oral or written, and this MOU may not be modified except
by the mutual written agreement of both Parties. Time is of the essence.
IN WITNESS WHEREOF, the Parties have executed this Memorandum of Understanding
for Salt Purchase by their duly authorized representatives as of the date first set forth above.
WATERLOO COMMUNITY SCHOOL CITY OF WATERLOO, IOWA
DISTRICT
By dihail 7/,C.
Board Chair
2
By: v r d zVY
Mayor
Attest: