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HomeMy WebLinkAboutINRCOG - Property Use Agreement - 11.4.2024 o. • PROPERTY USE AGREEMENT This Property Use Agreement is entered into by and between the City of Waterloo, Iowa, ("City") and Iowa Northland Regional Council of Governments ("INRCOG"). WHEREAS, City owns real property at Black Hawk Street, identified as parcel no. 8913- 25-330-003 and legally described as set forth on Exhibit"A" attached hereto (the"Property"); and WHEREAS, the parties desire to allow for INRCOG's use of the Property on the terms set forth herein. NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows: 1. Use of Property. INRCOG is hereby authorized to use the southerly half of the Property for parking of transit vehicles that INRCOG uses in its operations and personal vehicles of employees and agents making use of the transit vehicles. INRCOG shall not conduct any other activities upon the Property. INRCOG agrees that use of the Property by INRCOG, its officers, employees and agents, is at their sole risk. INRCOG shall also, at its sole expense, spray the premises as needed to maintain weed control and maintain the existing rock ground cover to ensure even coverage. 2. Improvements. INRCOG may, at its sole expense,replace existing fencing with a taller fence of similar make and materials, from six(6)to eight(8) feet in height. INRCOG is prohibited from making any permanent modifications to the Property or other improvements to the Property without the express written consent of City,and any modifications, improvements and fixtures shall become the property of City upon installation, without compensation to INRCOG. 3. Security. City shall obtain a 911 address for the Property. City shall install security cameras at the Property at its own expense, but City shall provide no dedicated security or other security for the Property. 4. Rent. In consideration of the cooperative relationship between the parties, INRCOG shall pay no rent to City for the rights and privileges granted herein. 5. Insurance. During the term of this Agreement and at INRCOG's expense, INRCOG shall procure and maintain combined single limit liability,bodily injury, and property damage insurance in the amount of not less than$1,000,000 per occurrence. City shall have no duty to insure the personal property of INRCOG, its officers, employees or agents, or to replace same in the event of any loss or damage from any cause whatever. Coverage shall extend to acts or occurrences occurring in or upon the Property or surrounding premises that are related to INRCOG's actions or business. City shall be named as an additional insured on any such policy, and the policy shall include a waiver of subrogation. The policy shall provide for at least 30 days' prior written notice to City before cancellation of any policy. INRCOG shall provide proof of insurance to City upon execution of this Agreement and annually thereafter upon City's request. 6. Indemnification by INRCOG. INRCOG agrees to indemnify, defend and hold harmless the City of Waterloo, Iowa, its officers, elected officials, employees, and agents (collectively, "City Parties"), from and against any and all claims, demands, causes of action, costs, expenses, fines, fees,penalties, losses, damages or liabilities or any type or nature whatsoever, including but not limited to reasonable attorneys' fees and expenses,that arise from or in connection with use of the Property and all related activities of or by INRCOG, its officers, directors, employees, and agents (collectively, "INRCOG Parties"), except to the extent attributable to the gross negligence or willful misconduct of a City Party. This paragraph shall survive the expiration or termination of this Agreement for any reason. 7. Indemnification by City. City agrees to indemnify, defend and hold harmless the INRCOG Parties from and against any and all claims, demands, causes of action, costs, expenses, fines, fees,penalties, losses, damages or liabilities or any type or nature whatsoever, including but not limited to reasonable attorneys' fees and expenses, that arise from or in connection with the gross negligence or willful misconduct of a City Party. This paragraph shall survive the expiration or termination of this Agreement for any reason. 8. Term and Termination. The term of this Agreement shall commence upon execution of the Agreement by both parties and shall continue until and including December 31, 2026. The term shall be automatically extended on a year-to-year basis thereafter unless either party provides at least 60 days' advance written notice to the other party of its intent to terminate. In addition, City may terminate this Agreement at any time upon 90 days' advance written notice to INRCOG if City needs the Property for development purposes. 9. Assignment and Subletting. The rights granted to INRCOG in this Agreement are personal to INRCOG, and INRCOG may not sublet or assign this Agreement or any interest in the Property without the prior written consent of City. 10. Relationship of Parties. Nothing in this Agreement 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, except as expressly set forth herein, to create any liability for one party with respect to the liabilities or obligations of the other party or any other person. 11. General Terms. This Agreement is the entire agreement of the parties with respect to the subject matter hereof, superseding all prior or contemporaneous discussions, understandings, promises or agreements between the parties. It may be amended only by a written instrument signed by both parties. This Agreement is binding on the parties and their respective successors and assigns. IN WITNESS WHEREOF, the parties have executed this Property Use Agreement by their duly authorized representatives as of the last date of signature below. [signatures on next page] 2 CITY OF WATERLOO, IOWA IOWA NORTHLAND REGIONAL COUNCIL OF GOVERNMENTS By: By: Quentin Hart, Mayor rian Sc oon, Executive Director Att 44/(1(— lley Felc I , City Clerk Date: 11 /y / Zo Date: /1/1%/ 41 3 EXHIBIT "A" Property Description That part of Lot 3, Block 64, Anthony Baker's Addition, City of Waterloo, Iowa, lying Southwesterly of the Southwesterly toe of the Cedar River levee.