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Home My WebLink AboutWaterloo_Community_School_District_-_Joint_Project_Agreement_-_7.7.2025 Docusign Envelope ID: 18F31CF0-19E7-46F2-ACC6-6D9E65F337B4 JOINT PROJECT AGREEMENT p, This Joint Project Agreement(the"Agreement") is entered into as of Uhf t , 2025,by and between the City of Waterloo, Iowa("City") and the Waterloo Community School District("School"). RECITALS WHEREAS, in connection with the new high school construction project at the location of the current Central Middle School("Central"), the parties desire to provide for reconstruction (the"Project") of certain portions of Huntington Road and Katoski Drive in the vicinity of Central; and WHEREAS, the parties share a mutual interest in the Project due to the benefits accruing to the community and the School by having improved roadways, and by working cooperatively on the terms set forth herein the parties expect to achieve cost efficiencies and eliminate work that may be redundant. 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. Compliance with Section 28E. The provisions of this Section 1 set forth matters required by Chapter 28E of the Iowa Code, applicable to joint governmental action. 1.1. PuKpose. The purpose of this Agreement is as described in the recitals set forth above. 1.2. Term and Termination. This Agreement shall be in effect until completion of construction of the Project, including but not limited to the public streets within the Project, related storm sewer and other public infrastructure, and traffic signals. This Agreement may be terminated otherwise only by the mutual written agreement of the parties or by the non-breaching party after a material breach of the terms of this Agreement by the other party which is not cured within 45 days of written notice of breach. 1.3. Funding. Each party shall bear project costs as described in this Agreement, and shall be responsible for its own financing of same. 1.4. Property. There will be no joint ownership of any personal or real property. 1.5. Administration. The parties expressly do not provide herein for the creation of a separate legal or administrative entity to carry out the purposes of this Agreement. The parties will cooperate with each other in good faith and on a timely basis to I Docusign Envelope ID: 18F31CF0-19E7-46F2-ACC6-6D9E65F337B4 resolve any issues that arise during the term hereof. Each party will perform, in a good and professional manner, all project responsibilities allocated to it hereunder. 2. Project Design and Construction. A. The parties will work collaboratively and consult with each other with respect to Project design and to address any issues that arise during the course of construction as they may affect use of Central by the School, the public or third parties having the School's consent. The parties expressly acknowledge that Central will continue to be used for educational and athletic purposes throughout the Project period and that the School and its contractors will be undertaking significant construction activities at the Central site during said period, all of which activities will require substantial access to and from the Central site. B. Based on agreed Project designs, City will prepare, or cause to be prepared,plans, specifications, estimate of quantities, and estimate of cost and submit them to the School for review and comment. As of the date of this Agreement, the Project cost is not known. The plans shall, to the extent feasible, make division of quantities between each party's portion of the Project. After said plan, specifications and estimates have been approved by the parties, City will put the contract out for bid, evaluate qualifying bids received, and award the contract to the lowest responsible bidder. City will be responsible for administration of the contract of construction and will bear all costs of administration and oversight. C. The street segments within the Project shall be demarcated between the parties into two parts—a City segment and a School segment—as generally depicted on Exhibit"A"attached hereto, subject to further refinement or definition based on completed plans. The parties may agree to attribute certain Project costs solely to either segment, and in the absence of such attribution the Project costs shall be considered general costs. The School shall be responsible to reimburse City for the School's share of general Project costs and for all Project costs that are attributed to the School segment. General Project costs are all Project costs and expenses that, by their nature and location, are not attributable only to the street segment of one party, and may include but are not limited to the cost and expenses of Project consultants, engineers, contractors, subcontractors and materials. General Project costs shall be allocated to each party in proportion to the number of linear feet that such party's street segment bears to the total number of linear feet in both segments together(the"General Cost Share"). D. The School will be notified in advance of meetings involving the Project work and will have the right of review and acceptance, in Docusign Envelope ID: 18F31CF0-19E7-46F2-ACC6-6D9E65F337B4 advance of acceptance or approval by City,with respect to any change orders that affect, and final acceptance of construction for,the School segment. For change orders that are approved by both parties that result in increased or decreased general Project costs, such additional costs or reductions shall be borne or credited as the case may be by each party in relation to its respective General Cost Share. 3. Proiect Payments. City will be responsible for administering all payments to contractors. Unless the parties later agree to a different billing schedule, City will bill the School monthly for the School's share of Project payments as described in 2.0 and 2.1) above. The School will remit payment to City in full within sixty(60) days of billing. The parties agree to confer promptly and in good faith to resolve any disputes about billing or payment. 4. Timing. Barring the occurrence of force majeure,unavoidable delays or like factors as defined in the construction contract, all Project work described in this Agreement will be completed before the planned opening of a new high school at Central in August 2028. 5. General Terms. This Agreement, including all exhibits hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof. It may be amended only by the mutual written agreement of the parties. This Agreement is binding upon and shall insure to the benefit of the parties. Time is of the essence in the performance of this Agreement. 6. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF,the parties have executed this Joint Project Agreement by their duly authorized representatives as of the date set forth below the signature of each party. CITY OF WATERLOO, IOWA WATERLOO COMMUNITY SCHOOL DocuSigned by: DISTRICT By:L(/ nt,vdiv, ( Avf By: Quentin Hart, Mayor Xstor Williams, Board President DocuStgned by:by Attest: r euf& Attest• a r, elley' efcWpe, City Clerk Pam Amdorfer, oard Secretary Dated 7/7/2025 Dated �1�11C O, ZD?-5 Date approved by council Docusign Envelope ID: 18F31CF0-19E7-46F2-ACC6-6D9E65F337B4 EXHIBIT"A" See attached depiction. Docusign Envelope ID: 18F31CF0-19E7-46F2-ACC6-6D9E65F337B4 LX U W 3AVllOJ �Y 0 1�S3M 7 I �• � 1!! 7 0 1 ref;'r ••r• � r7 1�1.3)r�Vlr - n Ims01 VM t 'Nor, _ � 1 I Y ,rye• zi I �: ~,O a 7 a3 Nl IQ• }, •O q t >,o co° o an3�1�- o r ` T ' �� o .� � � 'an s•y7r�y GN+!71 aV3H t� R I Y- wn 3•alw