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HomeMy WebLinkAboutConAgra Foods Packaged Foods LLC-6/8/2015EARLY ACCESS AGREEMENT This Early Access Agreement (the "Agreement") is entered into as of June tet 2015, by and between the City of Waterloo, Iowa ("City"), and ConAgra Foods Packaged Foods LLC (the "Company"). WHEREAS, Company is the owner of real property located at 2701 MidPort Blvd., Waterloo and, with City, is party to a certain Development Agreement, as amended (the "Amended DA"), for the improvement of abutting land legally described as set forth on Exhibit "A" attached hereto (the "Property"); and WHEREAS, pursuant to the Amended DA, Company has given notice of exercise of its option to purchase the Property, but a closing and transfer of title of the Property likely would not occur for another 30 or more days; and WHEREAS, the parties desire that Company have access to the Property to begin pre - construction activities before the Property is conveyed to Company. NOW, THEREFORE, in consideration of the future transactions contemplated by the parties as described above, and in consideration of the mutual promises exchanged herein, the parties agree as follows: 1. City hereby grants to Company the right to enter upon the Property to begin development activities, including but not limited to survey work and earth moving. The term of this Agreement shall be from the date hereof until the earlier of the date that City delivers a deed to Company for the Property or December 31, 2015. Company's right to conduct its activities upon the Property are expressly made subject to prior receipt of applicable zoning, building, and other regulatory approvals. 2. Company shall, at its own expense, procure and maintain comprehensive public liability insurance in the amount of not less than $1,000,000 per occurrence. Such insurance shall cover liability arising from the acts or omissions of Company, its employees, contractors and agents, and shall protect the City, its officers, officials, employees, and agents, against any and all claims, damages, costs or expenses (including but not limited to reasonable attorneys' fees and expenses) arising from or in connection with injury or death to any person or persons, or loss of or damage to property, by reason of any casualty, accident or other occurrence on or about the Property during the term of this Agreement. Certificates or copies of said policies, naming the City as an additional insured, shall be delivered to City before Company, its employees, contractors, or agents, enter upon the Property for any purpose. 3. Company agrees to be responsible for any liability which may arise out of the activities of Company, its employees, agents and contractors, upon or about the Property, and in said connection Company agrees to indemnify and hold City, its officials, officers, employees and agents, harmless from and against any and all claims, demands, actions, causes of action, damages, costs, and liabilities of any type or nature whatsoever, including but not limited to reasonable attorneys' fees, whether sounding in law or equity, in tort or contract. The duties of Company under this paragraph shall survive the expiration or termination of this Agreement. 4. If for any reason the contemplated sale and purchase of the Property between the parties is canceled or otherwise does not occur, then Company shall promptly remove from the Property all of its personal property and materials or debris that it has deposited on the Property during the term hereof and restore, as nearly as possible, the condition of the Property to that which existed upon Company's initial entry upon the Property hereunder. 5. The rights and duties of Company under this Agreement may not be assigned without the prior written consent of City, except Company may freely assign this Agreement to its parent or affiliate and shall provide City prompt written notice of any such assignment. This Agreement is the entire agreement of the parties concerning the subject matter hereof. It may not be modified or amended without the prior written consent of the parties. This Agreement is binding on the parties and the respective successors and assigns of each. This Agreement may be executed in one or more counterparts, each of which, including signed counterparts transmitted by facsimile or other electronic means, shall be deemed an original and all of which together shall constitute one instrument. IN WITNESS WHEREOF, the parties hereto have executed this Early Access Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA By: Ernest G. Clark, Mayor 2 CONAGRA FOODS PACKAGED FOODS , LLC A Sr Director of Real Estate EXHIBIT "A" Legal Description of Property Lot 11, MidPort America Park Plat No. 2, City of Waterloo, Iowa, except that part thereof identified as Parcel "F" in Plat of Survey filed May 26, 2015 as Doc. No. 2015-19030.