HomeMy WebLinkAboutWDC - Cooperative Development Agreement asbestos abatement - 6.3.2024PROJECT FUNDING AGREEMENT
This Project Funding Agreement (the "Agreement") is entered into effective as of
June 3 , 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 undertake asbestos removal from 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 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 Removal
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 Removal 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 Removal
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 Removal 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 Removal 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 Removal 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 Removal 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 DEVELOPMENT CITY OF WATERLOO, IOWA
CORPORATION
By:
Title:
By: Querz-an r-6
Quentin Hart, Mayor
Attest: 1(eOCey 'Felcli[e
Kelly Felchle, City Clerk
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