HomeMy WebLinkAboutBuckets Inc.-10/7/2013EARLY ACCESS AGREEMENT
This Early Access Agreement (the "Agreement") is entered into as of October 1
2013, by and between the City of Waterloo, Iowa ("City"), and Buckets, Inc. (the "Company").
WHEREAS, Company is the owner of real property located at 3215 Lafayette Street,
Waterloo and, with City, is party to a certain Development Agreement dated May 14, 2012 for
the improvement of abutting land legally described as set forth on Exhibit "A" attached hereto
(the "Property"); and
WHEREAS, pursuant to the Development Agreement, 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 date that City delivers a deed to Company
for the Property. 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 such
claims, damages, costs or expenses (including but not limited to reasonable attorneys' fees and
expenses) on account of injury to any person or persons, or to the property of same, by reason of
such ca>ualty, 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.
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, and
liabilities whatsoever, including but not limited to reasonable attorneys' fees, of any type or
nature, 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 remove from the Property all
of its personal property and materials or debris that it has deposited on the Property during the
term hereof.
5. The rights and duties of Company under this Agreement may not be assigned
without the prior written consent of City. 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 BUCKETS, INC.
By:
Ernest G. Clark, Mayor
Attest;,_
Suzy Sc ares, City Clerk
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