HomeMy WebLinkAboutGearhart Moore Holdings, LLC - Cost Sharing Agreement - 1.17.2023COST -SHARING AGREEMENT
This Cost -Sharing Agreement (the "Agreement") is entered into as of January 17
2023, by and between City of Waterloo, Iowa ("City") and Gearhart Moore Holdings LLC
("GMH").
RECITALS
A. City is the owner of real property at 1515 Sycamore Street (the "Property"), upon
which is located a structure commonly known as the Rath Administration
Building (the "Building"), and GMH has expressed interest in rehabilitating the
Building to return it to productive use.
B. GMH has procured a proposal from Terracon Consultants, Inc. dated October 25,
2022 (the "Proposal") by which Terracon would perform non-destructive testing
(the "Project") by use of ground penetrating radar and other techniques, with the
aim of assessing factors affecting structural integrity of the Building.
C. City will realize benefit from the Project, and the parties agree to share the costs
of the Project on the terms set forth in this Agreement.
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. Rights and Duties of GMH. GMH will, directly or through an authorized agent,
engage the services of Terracon to perform Project work as described in the Proposal, for the
cost set forth in the Proposal. GMH will provide to City a complete copy of any testing reports,
surveys, assessments or other Project results, and procure for City the right to use same for City's
own property development purposes. As against City, GMH shall be solely responsible and
liable for any performance required of GMH pursuant to any agreement with Terracon or other
third parties with respect to the Project, including but not limited to obligations of payment.
GMH agrees to indemnify, defend and hold City harmless from and against any and all claims,
demands, causes of action, fines, fees, penalties, costs, expenses, damages and liabilities of any
type or nature whatsoever, including but not limited to attorney fees and expenses, (each of the
foregoing is a "Claim") arising from the acts or omissions of GMH, its managers, employees,
subcontractors and agents, including but not limited to Terracon, in respect of the Project. Also
see Section 3.
2. Rights and Duties of City. City's sole liability in respect of the Proposal shall be
to reimburse GMH for 50% of costs actually incurred and paid by GMH with reference to the
Proposal, which costs shall not exceed $16,000.00 in total, as adjusted for any authorized,
written change orders. City shall remit payment to GMH within 30 days after invoicing by
GMH. Each request for payment from GMH shall constitute GMH's certification that it has
already remitted payment to the payee in an amount equal to twice the amount for which GMH
seeks reimbursement from City. Amounts outstanding for more than 30 days will accrue interest
at the rate of 6% per annum until paid. In no event will City have legal or monetary liability to
Terracon or any other contractor or subcontractor engaged for the Project.
3. Property Condition. GMH acknowledges that the Building is a structure nearly
a century old, has not been in active use for nearly 40 years, and at times has been vandalized,
open to the elements and subject to other factors or events that may have impaired the Building
condition or otherwise created hazardous conditions. GMH, and each agent, contractor or
subcontractor of GMH, enter upon the Property and into the Building at their own risk, taking the
Property and the Building in their as -is condition, without any work by City to prepare the
premises in any way for the Project, and without any representation or warranty by City as to the
condition of the Property or the Building or their fitness for any particular purpose. The parties
agree that the indemnification provisions set forth in Section I above shall include within their
scope any Claims arising from or in connection with the acts or omissions of GMH and any third
party that is in or upon the Property or the Building in relation to any Project purpose.
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.
IN WITNESS WHEREOF, the parties have executed this Cost -Sharing Agreement by
their duly authorized representatives as of the date first set forth above.
CITY OF WATERLOO, IOWA
By:
Quen-(in 9(rrC
Quentin Hart, Mayor
Attest:
Kelley Eefch[e
Kelley Felchle, City Clerk
2
GEARHART MOORE HOLDINGS LLC
By:
Ben Gearhart or Charles Moore
Manager