HomeMy WebLinkAboutSycamOrr, LLC-3/26/2012SKYWALK AGREEMENT
This Skywalk Agreement (the "Agreement") is entered into as of ; Ft�Giftj , 2012,
by and between the City of Waterloo, Iowa ("City") and SycamOrr, LLC ("Company").
RECITALS
A. Company is the owner of real property located at 616-622 Sycamore Street,
Waterloo, Iowa (the "Company Property"). City owns a parking garage (the
"Ramp") located in the center of the block, at the rear of the Company Property.
B. Company desires to construct a pedestrian skywalk that connects the Ramp to its
existing building (the "Building") on the Company Property, and City is willing to
allow such skywalk 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. Skywalk Connection. City agrees that Company may, at Company's option and
sole cost and expense, construct an elevated connecting walkway (the "Skywalk") from its
Building to the Ramp, crossing over the alleyway between the Ramp and the Building at either
the second or third level of the Building. The Skywalk shall be for use of pedestrians only and
not for motorized vehicles of any type except for power wheelchairs or similar devices for single -
person use.
1.1. City Actions in Support of Project. All designs and plans are subject to the City's
prior written approval, which approval shall not be unreasonably withheld, conditioned or
delayed, and City agrees to cooperate with Company in good faith in all aspects of this
improvement project. Company, its employees and agents, will be allowed reasonable access to
the Ramp at no additional cost during construction. City will, as requested by Company to the
extent reasonably necessary to accommodate construction activities, temporarily relocate the
parking spaces assigned to specific users. City agrees to grant an easement for the Skywalk over
any public way if an easement is deemed necessary by Company.
1.2. Obligations of Company. Company agrees to construct the Skywalk at its sole
cost and expense according to approved designs, plans, and specifications, in compliance with
applicable building code, in a good and workmanlike manner, and without damage to the
structural integrity or safety of the Ramp or any vehicles parked in the Ramp or vehicles or
persons using the Ramp during construction. Company shall erect protective barriers and post
warning signs during construction. The parties agree that design and construction of the project
will be undertaken by and/or overseen by a licensed architect retained by Company. Once
erected, Company shall be responsible to maintain and repair the Skywalk at its sole cost and
expense from its point of connection with the Ramp, and the parties agree to work cooperatively
and in good faith to timely address any issues with respect to the Ramp or Skywalk.
2. Term; Termination. The rights granted herein shall continue in force and effect
for so long as the Ramp is open for use. If City decides to demolish the Ramp or any portion
thereof that is necessary for enjoyment and use of the Skywalk, it shall give written notice of
termination no less than 90 days in advance of the date of intended closure of the Ramp for said
purpose. The parties agree to cooperate in good faith to resolve all issues relating to demolition
of the Ramp or portion thereof, and City agrees to pay for demolition and removal of the
Skywalk, or to reimburse Company for such cost and expense, to its point of connection with the
Building.
3. Indemnity. Company agrees that it shall defend and indemnify City and hold it
harmless with respect to any demand, claim, action, cause of action, damage, or injury made,
suffered, or incurred by any third person that in any way arises from or in connection with the
negligent acts or omissions of Company, its employees or agents, in relation to the Skywalk
project, Company's failure to carry on or complete same, or any lien, claim, charge, or
encumbrance on or against the Ramp or other City property. If City files suit to enforce the terms
of this provision and prevails in such suit, then Company shall be liable for all legal expenses,
including but not limited to reasonable attorneys' fees, incurred by City. Company's duties of
indemnity pursuant to this Section 3 shall survive the expiration, termination or cancellation of
this Agreement for any reason.
4. Notices. Any notice under this Agreement shall be in writing and shall be delivered
in person, by United States registered or certified mail, postage prepaid, or by facsimile, and
addressed:
a if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, facsimile number
319-291-4571, Attention: Mayor, with copies to the City Planner.
b. if to Company, to SycamOrr, LLC, 315 E. 5th Street, Waterloo, Iowa 50703,
facsimile number 319-234-3011, Attention: Manager.
Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in
person, (ii) three (3) business days following the date of deposit if mailed by United States
registered or certified mail, postage prepaid, or (iii) when transmitted by facsimile so long as the
sender obtains written electronic confirmation from the sending facsimile machine that such
transmission was successful and mails a duplicate copy of the notice to the other party by first
class United States mail at such party's address as set forth above.
5. 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 City and Company nor to create any liability for one party with
respect to the liabilities or obligations of the other party or any other person.
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6. Entire Agreement; Modification. This Agreement constitutes the entire agreement
between the parties pertaining to the subject matter hereof. All exhibits hereto, if any, are hereby
incorporated into and made a part of this Agreement. This Agreement may not be modified or
amended except pursuant to a written instrument executed by both parties.
7. Severability. In the event any provision of this Agreement is held invalid, illegal,
or unenforceable, whether in whole or in part, the remaining provisions of this Agreement shall
not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds
that any provision of this Agreement is invalid, illegal, or unenforceable as written, but that by
limiting such provision it would become valid, legal, and enforceable, then such provision shall
be deemed to be written and shall be construed and enforced as so limited.
8. Binding Effect. The provisions of this Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective personal representatives, successors, and
assigns.
9. Headings and Captions. The title or captions of paragraphs in this Agreement are
provided for convenience of reference only and shall not be considered a part hereof for purposes
of interpreting or applying this Agreement, and such titles or captions do not define, limit,
extend, explain, or describe the scope or extent of this Agreement or any of its terms or
conditions.
10. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties have executed this Skywalk Agreement by their
duly authorized representatives as of the date first written above.
SYCAMORR, LLC
By:
CITY OF - • TERLOO, IOWA
By: i‘/
anager Ernest G. Clark, Mayor
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Attest:
Suzy Sch. es, City Clerk
Prepared by Carol Failor, Deputy City Clerk, City of Waterloo,
715 Mulberry Street, Waterloo, IA 50703.
RESOLUTION NO. 2012-272
RESOLUTION APPROVING SKYWALK AGREEMENT WITH
SYCAMORR, LLC OF WATERLOO, IOWA AND DIRECTING
EXECUTION OF SAID AGREEMENT BY MAYOR.
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF WATERLOO, IOWA,
that the Skywalk Agreement dated March 26, 2012, to allow for a
pedestrian skywalk connection between a private building and city
parking ramp for property located at 616-622 Sycamore Street, by
and between SycamOrr, LLC of Waterloo, Iowa and the City of
Waterloo, Iowa, be and the same is hereby approved, and the Mayor
and City Clerk authorized to execute the same in behalf of the
City of Waterloo, Iowa.
PASSED AND ADOPTED this 26th day of March, 2012.
Ernest G. Clark, Mayor
ATTEST:
Suzy Schares, CMC
City Clerk