HomeMy WebLinkAboutWaterloo Development Corporation-Project Cooperation Agreement-10.15.2007 )o- l5- O 7
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PROJECT COOPERATION AGREEMENT
This Project Cooperation Agreement (the "Agreement") is entered into as of September
28, 2007, by and between Waterloo Development Corporation ("WDC") and the City of
Waterloo, Iowa("City").
RECITALS
A. WDC and City have worked together on a project to assemble land, to design a
public market and exposition area(the "Project"), and to secure state funding for
the Project. City is the owner of real property in Blocks 6 and 15 (the "Project
Area") on which the Project will be constructed and operated.
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 contracts for design, construction, and related
services relating to 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 the Project to completion; will comply with all terms, covenants, and conditions of any
agreement or other written instrument or instruction given or entered into in connection with any
government or private funding for the Project; and will not, by act or omission, cause any default
or other grounds that would permit termination of any government or private funding agreement
or program. City agrees to cooperate with WDC in good faith on all future decisions regarding
Project design and specifications and, to the extent not governed by competitive bidding statutes
or like laws, regulations or policies governing the selection and award of contracts, in selecting
and awarding contracts for Project contractors, consultants, or materials suppliers. City will
consult with WDC from time to time regarding Project status. City will superintend all Project
activities, will review and approve all requests for payment from Project contractors, consultants,
or others, and will issue payment to the requestor in timely fashion (subject to any contractual or
other rights to audit, protest, or deny payment). As promptly as reasonably practicable, City will
deliver to WDC a written request for reimbursement.
2. WDC Responsibility. WDC agrees to pay City based on each written request for
reimbursement received from City. City shall direct requests for reimbursement to Black Hawk
County Gaming Association as payment agent for WDC. WDC will cause payment to be issued
by Black Hawk County Gaming Association as promptly as reasonably practicable after receipt
of City's request. WDC's duty to reimburse City shall not exceed the aggregate sum of
$2,647,917 ($2,147,917 plus $500,000 in"IOC Gift" funds),based on the current Project budget
of$4,578,005, unless change orders or increased costs for labor or materials cause the Project to
have a higher total cost than the current Project budget, in which case WDC shall bear such
higher cost. WDC agrees to provide reasonable cooperation to City for review and approval of
any change orders. WDC agrees to cooperate with City in good faith on all future decisions
regarding Project design and specifications and, to the extent not governed by competitive
bidding statutes or like laws, regulations or policies governing the selection and award of
contracts, in selecting and awarding contracts for Project contractors, consultants, or materials
suppliers.
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 CITY
Waterloo Development Corp. City of Waterloo, Iowa
10 W. 4th Street, Suite 310 715 Mulberry Street
Waterloo, Iowa 50701 Waterloo, Iowa 50703
Attn: Steven R. Lind Attn: Donald J. Temeyer
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 Cooperation
Agreement by their duly authorized representatives as of the date first set forth above.
WATERLOO DEVELOPMENT CITY OF WATERLOO, IOWA
CO • '_A ION
By: ! ..G .4-- By:
'obert W. Petersen, Vice-President Ti y . Hurle ayor
Attest: l E°C )f-
Nancy Eck-tity Clerk
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