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HomeMy WebLinkAboutCity_of_Cedar_Falls_-_Cooperative_Agreement_Cedar_Prairie_Trail_Agreement_-_4.20.2026AGREEMENT FOR THE CEDAR PRAIRIE TRAIL REPLACEMENT PROJECT BETWEEN THE CITIES OF WATERLOO, IOWA, AND CEDAR FALLS, IOWA GC7141 This Agreement, made and entered into this 1 ay of j7 ! , 2026, by and between the City of Waterloo, Iowa, (hereinafter referred to as 'aterloo), and the Cityof Cedar Falls, Iowa, (hereinafter referred to as Cedar Falls) (collectively the Parties). WHEREAS, Parties are municipal corporations organized and existing under the laws of the State of Iowa; and WHEREAS, Parties find that cooperative action will be to their mutual advantage and will promote more efficient use of taxpayer resources; and WHEREAS, Parties desire to improve an existing trail using an awarded Transportation Alternatives Set Aside grant (hereinafter referred to as Project ). NOW THEREFORE, the Parties agree as follows: 1. Purpose. The purpose of this Agreement is to facilitate the joint exercise of the Parties respective powers to reconstruct a portion of an existing intercity recreational trail south of Ridgeway Avenue and North of Highway 20, more particularly described on the attached diagram, Exhibit A. 2. Duration. The duration of this Agreement shall be from the date of the execution of this agreement by the Parties to final audit and acceptance by the Iowa Department of Transportation, unless terminated earlier as provided herein. 3. Governance. Due to the nature of the Project, as well as the respective duties and obligations of the parties to the Agreement, no joint board responsible for administering the Agreement shall be necessary. Instead, the City Engineer for each party shall administer the Project within the jurisdictional limits of each party. 4. Duties and Responsibilities of the Parties for the Project. A. Design of the Project. Waterloo has entered into an agreement with AECOM to design the project. Said company will complete the design documents to allow the Project to be let in strict compliance with Chapter 26 of the Code of Iowa. AECOM shall also provide estimated costs related to construction administration for the Project for the review and approval by both Cities. Prior to letting the Project, each of the Parties shall approve the final design of the Project. B. Letting and Award of the Project. After both Parties have approved the final design of the Project, including specific items that will be listed as alternates, Waterloo shall put the Project out to bid in strict compliance with Chapter 26 of the Code of Iowa. Once the bids are received and tabulated by Waterloo, Waterloo shall forward the same to Cedar Falls. Waterloo and Cedar Falls both have the right to reject or accept bids. C. Financing of the Project. The grant referenced above, in the approximate amount of $380,000.00, shall be applied to construction costs of the Project. All Project costs in excess of the grant amount, including but not limited to design and inspection, shall be allocated between the parties based on the proportional Project distance within each city's jurisdiction, with approximately forty percent (40%) attributable to Cedar Falls and approximately sixty percent (60%) attributable to Waterloo, as further reflected in the Cedar Prairie Trail Estimate attached as Exhibit B. Waterloo shall advance all Project Costs. Project Costs shall include, but are not limited to, the costs of AECOM for Project design pursuant to Paragraph (4)(A) above, soil borings, testing and staking, civil engineering, construction, legal, and other professional services; provided, however, that Cedar Falls may elect, subject to available funding, to perform and fund its own construction -related services, including inspection. No acquisition of private property is expected for the Project at the time of this agreement. Both Parties agree that if acquisition is needed, each Party will be responsible for obtaining said property and the costs associated with the acquisitions will be borne by each Party respectively. No employee costs nor administrative costs of either party shall be considered Project costs and shall be considered the separate costs of the respective parties. Cedar Falls shall remit payment for its allocated share of Project Costs within forty-five (45) days of receipt of an invoice from Waterloo. 5. No Joint Obligation. The obligations of the Parties under this Agreement are several obligations and are not joint obligations. 6. Approvals. This Agreement is subject to each party obtaining approval for its participation in the Project by the governing body of each party. 7. Modification of the Agreement. The Parties acknowledge that from time to time it may be to their mutual advantage to modify the terms and conditions of this Agreement. No waiver, change, modification, or amendment to this Agreement shall be binding upon either party unless in writing and signed by the city engineer of each party. The waiver by any party of a breach of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that provision or any other provision or condition of this Agreement. 8. Notice. All notices, requests, claims, demands and other communications between the parties shall be in writing and sent by way of US mail or by email to the email address listed below, or hand delivered. If by mail notice shall be given by first class, registered or certified U.S. mail, postage prepaid. All notices shall be effective upon receipt, if notice is given by delivery in person or via email, or on the fifth day following mailing the other party at its respective address listed below: To Cedar Falls: David Wicke 220 Clay Street Cedar Falls, Iowa 50613 david.wickab,cedarfalls.com To Waterloo: Jamie Knutson 715 Mulberry Street Waterloo, Iowa 50703 iamie.knutson0),waterloo-ia.org 9. Exhibits. All Exhibits are hereby incorporated into this Agreement by this reference as if fully set forth herein. 10. Termination for Cause. This Agreement may be terminated by either party upon thirty (30) days' written notice to the other party specifying the reason(s) for termination, should the other party fail to substantially perform its duties and responsibilities in accordance with the terms of this Agreement, and through no fault of the party initiating the termination notice, and upon failure by the party notified to correct its lack of performance prior to the expiration of said thirty (30) day notice period. 11. Dispute Resolution. Prior to commencing litigation, in the event that any dispute should arise between the parties in connection with the performance of this Agreement, the parties agree to engage in non -binding mediation in accordance with the mediation rules of the American Arbitration Association. Each party shall be responsible for its own attorney fees and expenses incurred in relation to such mediation. 12. Hold Harmless and Indemnification. Each party agrees to hold harmless and indemnify the other party from any and all claims, demands, losses, liabilities or legal expenses, which are directly or indirectly caused by or related to any act or omission by the indemnifying party or any of its officials, employees, or agents, which might arise on account of injury to any person or damage to any property occurring in connection with the indemnifying party's performance under the terms of this Agreement. 13. Assignment. Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent may be withheld in the absolute discretion of the non -assigning party. 14. Entire Agreement -Amendment. This Agreement contains the entire understanding between the parties and cannot be changed or terminated orally, but only by an agreement in writing signed by both parties. 15. Severability. If any provisions of this Agreement are declared invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. Dated this day of G� , J/ , 2026. CEDAR 1/4LS, IOWA ick, Mayor ,2ra re/K- B By: � rid Ki err, C City C rk Dated this 4-6 day of Avt� CITY OF WATERLOO, IOWA By: Dave Boesen, Mayor ATTTEST: Kelley Fe1cCity Clerk , 2026.CAep-ove A W C ) Exhibit A End Project Cedar FallsBegin Project Waterloo Existing Cedar Prairie Trail End Project Waterloo W RIDGEWAY AVE Exhibit B Cedar Prairie Trail Estimate Construction Estimate* IWaterloo 60% oflength, Approximate [Cedar Falls 40% oflength, Approximate 'Item* Preliminary Engineering (12%) Construction (20%) 1 Construction Engineering (15%) *Final costs will be based on acutal `lengths as determined through the design process. $ 475,000.00 L Total Waterloo $ 58,100.00 $ 34,860.00 $ 95,000.00 $ 57,000.00 $ 72,000.00 $ 43,200.00 Cedar Falls $ 23,240.00 $ 38,000.00 $ 28,800.00 $225,100.00 $135,060.00 $ 90,040.00