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HomeMy WebLinkAboutWDC - Project Funding Agmnt - 2.5.2024PROJECT FUNDING AGREEMENT This Project Funding Agreement (the "Agreement") is entered into effective as of February 5, 2024, by and between Waterloo Development Corporation ("WDC") and the City of Waterloo, Iowa ("City"). RECITALS A. WDC and City have worked together, and intend to continue working together, on a project to complete asbestos testing of WDC owned properties including 100 Commercial St, 118 Sycamore St, and 128 Sycamore St (the "Project"). In connection with undertaking the Project, the City will enter into certain contracts for asbestos testing, asbestos abatement, demolition, and related matters. B. The parties desire to enter this Agreement to express their continued desire to work together for advancement of the Project on the terms set forth herein. AGREEMENT NOW, THEREFORE, 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. City Responsibility. City will let one or more contracts (the "Asbestos Testing Contracts") for professional services needed for the Project. City will utilize competitive bidding procedures as prescribed by Iowa law; will comply with all other laws or regulations which may apply to its activities in carrying out the Project; and will comply with all terms, covenants, and conditions of the Asbestos Testing Contracts. City agrees to cooperate with WDC in good faith on all future decisions regarding Project specifications and to consult with WDC from time to time regarding Project status. City will oversee all Project activities, will review and approve all requests for payment from Project contractors, and will issue payment to the requestor in timely fashion (subject to any contractual or other rights to audit, protest, or deny payment). 2. WDC Responsibility. WDC has reviewed and approved the Asbestos Testing Contracts for funding. WDC agrees to allow the City of Waterloo, its officials, officers, employees, contractors and agents, to enter the Project properties to complete the Project, and agrees to indemnify and hold harmless the City, its officials, officers, employees, contractors and agents (the "indemnified parties"), with respect to any and all claims for injuries, death, property damage, property loss or otherwise arising from or in connection with the acts or omissions of the indemnified parties in carrying out the Project, except those claims arising out of the negligent acts or omissions or willful misconduct of the indemnified parties. WDC agrees to dedicate to payment of the Asbestos Abatement Contracts the sum equal to the costs associated to the Project as detailed in the Response (Proposal) from the Contractor that the City of Waterloo awards the Asbestos Testing Contracts to (the "Dedicated Sum") from the funds that it receives or is awarded from the Black Hawk County Gaming Association. Within thirty (30) days of receipt of any payment request that it receives from the City, certifying that the City has made disbursements for payment of the Asbestos Testing Contracts in an amount at least equal to the request, WDC will remit payment to the City in the amount requested, provided that cumulative payments made to the City in connection with the Asbestos Testing Contracts shall not, in the aggregate, exceed the Dedicated Sum. WDC agrees to cooperate with City in good faith on all future decisions regarding Project specifications. 3. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person or by United States registered or certified mail, postage prepaid and addressed: WDC Waterloo Development Corp. 360 Westfield Avenue, Suite 300 Waterloo, Iowa 50701 Attn: Jim Miller CITY City of Waterloo, Iowa 715 Mulberry Street Waterloo, Iowa 50703 Attn: Aric Schroeder Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, or (ii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid. 4. Miscellaneous Provisions. This Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement is the entire agreement 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 Agreement may not be modified except by the mutual written agreement of both parties. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Project Funding Agreement by their duly authorized representatives as of the date first set forth above. WATE VELOPMENT CO B CITY OF WATERLOO, IOWA By: 7 /.4v obert Petersen, Vice President Quentin Hart, Mayor Attest: Ketly F*hle, City Clerk 2 PROJECT FUNDING AGREEMENT This Project Funding Agreement (the "Agreement") is entered into effective as of February 5, 2024, by and between Waterloo Development Corporation ("WDC") and the City of Waterloo, Iowa ("City"). RECITALS A. WDC and City have worked together, and intend to continue working together, on a project to complete asbestos testing of WDC owned properties including 100 Commercial St, 118 Sycamore St, and 128 Sycamore St (the "Project"). In connection with undertaking the Project, the City will enter into certain contracts for asbestos testing, asbestos abatement, demolition, and related matters. B. The parties desire to enter this Agreement to express their continued desire to work together for advancement of the Project on the terms set forth herein. AGREEMENT NOW, THEREFORE, 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. City Responsibility. City will let one or more contracts (the "Asbestos Testing Contracts") for professional services needed for the Project. City will utilize competitive bidding procedures as prescribed by Iowa law; will comply with all other laws or regulations which may apply to its activities in carrying out the Project; and will comply with all terms, covenants, and conditions of the Asbestos Testing Contracts. City agrees to cooperate with WDC in good faith on all future decisions regarding Project specifications and to consult with WDC from time to time regarding Project status. City will oversee all Project activities, will review and approve all requests for payment from Project contractors, and will issue payment to the requestor in timely fashion (subject to any contractual or other rights to audit, protest, or deny payment). 2. WDC Responsibility. WDC has reviewed and approved the Asbestos Testing Contracts for funding. WDC agrees to allow the City of Waterloo, its officials, officers, employees, contractors and agents, to enter the Project properties to complete the Project, and agrees to indemnify and hold harmless the City, its officials, officers, employees, contractors and agents (the "indemnified parties"), with respect to any and all claims for injuries, death, property damage, property loss or otherwise arising from or in connection with the acts or omissions of the indemnified parties in carrying out the Project, except those claims arising out of the negligent acts or omissions or willful misconduct of the indemnified parties. WDC agrees to dedicate to payment of the Asbestos Abatement Contracts the sum equal to the costs associated to the Project as detailed in the Response (Proposal) from the Contractor that the City of Waterloo awards the Asbestos Testing Contracts to (the "Dedicated Sum") from the funds that it receives or is awarded from the Black Hawk County Gaming Association. Within thirty (30) days of receipt of any payment request that it receives from the City, certifying that the City has made disbursements for payment of the Asbestos Testing Contracts in an amount at least equal to the request, WDC will remit payment to the City in the amount requested, provided that cumulative payments made to the City in connection with the Asbestos Testing Contracts shall not, in the aggregate, exceed the Dedicated Sum. WDC agrees to cooperate with City in good faith on all future decisions regarding Project specifications. 3. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person or by United States registered or certified mail, postage prepaid and addressed: WDC Waterloo Development Corp. 360 Westfield Avenue, Suite 300 Waterloo, Iowa 50701 Attn: Jim Miller CITY City of Waterloo, Iowa 715 Mulberry Street Waterloo, Iowa 50703 Attn: Aric Schroeder Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, or (ii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid. 4. Miscellaneous Provisions. This Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement is the entire agreement 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 Agreement may not be modified except by the mutual written agreement of both parties. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Project Funding Agreement by their duly authorized representatives as of the date first set forth above. WATERLOO) ELOPMENT CORP. By: Robert Petersen, Vice President Quentin Hart, Mayor CITY OF WATERLOO, IOWA Attest: -Kelly FelcWe, City Clerk 2 PROJECT FUNDING AGREEMENT This Project Funding Agreement (the "Agreement") is entered into effective as of February 5, 2024, by and between Waterloo Development Corporation ("WDC") and the City of Waterloo, Iowa ("City"). RECITALS A. WDC and City have worked together, and intend to continue working together, on a project to complete asbestos testing of WDC owned properties including 100 Commercial St, 118 Sycamore St, and 128 Sycamore St (the "Project"). In connection with undertaking the Project, the City will enter into certain contracts for asbestos testing, asbestos abatement, demolition, and related matters. B. The parties desire to enter this Agreement to express their continued desire to work together for advancement of the Project on the terms set forth herein. AGREEMENT NOW, THEREFORE, 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. City Responsibility. City will let one or more contracts (the "Asbestos Testing Contracts") for professional services needed for the Project. City will utilize competitive bidding procedures as prescribed by Iowa law; will comply with all other laws or regulations which may apply to its activities in carrying out the Project; and will comply with all terms, covenants, and conditions of the Asbestos Testing Contracts. City agrees to cooperate with WDC in good faith on all future decisions regarding Project specifications and to consult with WDC from time to time regarding Project status. City will oversee all Project activities, will review and approve all requests for payment from Project contractors, and will issue payment to the requestor in timely fashion (subject to any contractual or other rights to audit, protest, or deny payment). 2. WDC Responsibility. WDC has reviewed and approved the Asbestos Testing Contracts for funding. WDC agrees to allow the City of Waterloo, its officials, officers, employees, contractors and agents, to enter the Project properties to complete the Project, and agrees to indemnify and hold harmless the City, its officials, officers, employees, contractors and agents (the "indemnified parties"), with respect to any and all claims for injuries, death, property damage, property loss or otherwise arising from or in connection with the acts or omissions of the indemnified parties in carrying out the Project, except those claims arising out of the negligent acts or omissions or willful misconduct of the indemnified parties. WDC agrees to dedicate to payment of the Asbestos Abatement Contracts the sum equal to the costs associated to the Project as detailed in the Response (Proposal) from the Contractor that the City of Waterloo awards the Asbestos Testing Contracts to (the "Dedicated Sum") from the funds that it receives or is awarded from the Black Hawk County Gaming Association. Within thirty (30) days of receipt of any payment request that it receives from the City, certifying that the City has made disbursements for payment of the Asbestos Testing Contracts in an amount at least equal to the request, WDC will remit payment to the City in the amount requested, provided that cumulative payments made to the City in connection with the Asbestos Testing Contracts shall not, in the aggregate, exceed the Dedicated Sum. WDC agrees to cooperate with City in good faith on all future decisions regarding Project specifications. 3. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person or by United States registered or certified mail, postage prepaid and addressed: WDC Waterloo Development Corp. 360 Westfield Avenue, Suite 300 Waterloo, Iowa 50701 Attn: Jim Miller CITY City of Waterloo, Iowa 715 Mulberry Street Waterloo, Iowa 50703 Attn: Aric Schroeder Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, or (ii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid. 4. Miscellaneous Provisions. This Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement is the entire agreement 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 Agreement may not be modified except by the mutual written agreement of both parties. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Project Funding Agreement by their duly authorized representatives as of the date first set forth above. WATERLOO CORP By: ELOPMENT CITY OF WATERLOO, IOWA obert Petersen, Vice President Quentin Hart, Mayor Attest: -Kelly Felc:f e, City Clerk ffe7/ui 2