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HomeMy WebLinkAboutStickfort Brothers, LLC-8/6/2012EARLY ACCESS AGREEMENT This Early Access Agreement (the "Agreement") is entered into as of j + 541— L 2012, by and between the City of Waterloo, Iowa ("City"), and Stick Brothers, L.L. (the "Developer"). WHEREAS, Developer is in need of land to use as a rubble site in connection with its construction and development activities; and WHEREAS, City owns approximately thirteen (13) acres located in the vicinity of the southwest comer of Martin Luther King, Jr. Drive and Northeast Drive, identified as assessor parcel no. 8912-20-326-004 and that portion of assessor parcel no. 8912-20-401-002 lying westerly of Northeast Drive (collectively, the "Property"), which is suitable for Developer's needs; and WHEREAS, City and Developer have an understanding in principle by which Developer will acquire approximately twenty (20) acres of undeveloped land identified as assessor parcel nos. 8913-10-251-017 and 8913-10-276-006 (the "Acquisition Parcels") and will thereafter transfer said land to City as consideration for City's transfer of the Property to Developer; and WHEREAS, Developer desires access to the Property sooner than arrangements can be finalized for each party to transfer title of its respective property to the other party. 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 Developer the right to enter upon the Property to begin its development, rock crushing and rubble deposit activities. The term of this Agreement shall be from the date hereof until City delivers a deed to Developer for the Property. Developer's right to conduct its activities upon the Property are expressly made subject to prior receipt of applicable zoning and other regulatory approvals. 2. Developer 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 Developer, 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 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 Developer, its employees, contractors, or agents, enter upon the Property. 3. Developer agrees to be responsible for any liability which may arise out of the activities of Developer, its employees, agents and contractors, upon or about the Property, and in said connection Developer 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 Developer under this paragraph shall survive the expiration or termination of this Agreement. 4. Developer agrees to work with the City in diligence and good faith to negotiate and approve necessary agreements on reasonable terms for City's purchase of the Acquisition Parcels from Developer for nominal additional consideration and for City's sale and conveyance of the Property to Developer. Developer shall proceed with diligence to purchase the Acquisition Parcels and to secure marketable title to same. Unless otherwise agreed in writing by the parties, each of them shall bear its own costs and expenses with respect to this Agreement and the transactions described herein, including such costs and expenses as are customarily borne by sellers and purchasers of real estate. 5. Developer agrees to conduct its activities in a manner that will not damage any crops on the Property. If Developer fails to obtain necessary regulatory approvals to conduct its contemplated operations, or if the city council of City fails to authorize sale and conveyance of the Property to Developer, then Developer agrees that this Agreement may be terminated by City upon thirty (30) days' advance written notice. In the event of such termination, Developer shall remove from the Property, within said 30 -day period, all of its personal property and materials or debris that it has deposited on the Property during the term hereof. 6. 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 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 STICK BROTHERS, L.L.C. By: Ernest G. Clark, Mayor 2 By: Title: Pease return this copy to: City Clerk & Finance Department 715 Mulberry Street Waterloo, IA 50703 EARLY ACCESS AGREEMENT This Early Access Agreement (the "Agreement") is entered into as of(0 , 2012, by and between the City of Waterloo, Iowa ("City"), and Stick Brothers, L.L.. (the "Developer"). WHEREAS, Developer is in need of land to use as a rubble site in connection with its construction and development activities; and WHEREAS, City owns approximately thirteen (13) acres located in the vicinity of the southwest comer of Martin Luther King, Jr. Drive and Northeast Drive, identified as assessor parcel no. 8912-20-326-004 and that portion of assessor parcel no. 8912-20-401-002 lying westerly of Northeast Drive (collectively, the "Property"), which is suitable for Developer's needs; and WHEREAS, City and Developer have an understanding in principle by which Developer will acquire approximately twenty (20) acres of undeveloped land identified as assessor parcel nos. 8913-10-251-017 and 8913-10-276-006 (the "Acquisition Parcels") and will thereafter transfer said land to City as consideration for City's transfer of the Property to Developer; and WHEREAS, Developer desires access to the Property sooner than arrangements can be finalized for each party to transfer title of its respective property to the other party. 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 Developer the right to enter upon the Property to begin its development, rock crushing and rubble deposit activities. The term of this Agreement shall be from the date hereof until City delivers a deed to Developer for the Property. Developer's right to conduct its activities upon the Property are expressly made subject to prior receipt of applicable zoning and other regulatory approvals. 2. Developer 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 Developer, 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 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 Developer, its employees, contractors, or agents, enter upon the Property. 3. Developer agrees to be responsible for any liability which may arise out of the activities of Developer, its employees, agents and contractors, upon or about the Property, and in said connection Developer 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 Developer under this paragraph shall survive the expiration or termination of this Agreement. 4. Developer agrees to work with the City in diligence and good faith to negotiate and approve necessary agreements on reasonable terms for City's purchase of the Acquisition Parcels from Developer for nominal additional consideration and for City's sale and conveyance of the Property to Developer. Developer shall proceed with diligence to purchase the Acquisition Parcels and to secure marketable title to same. Unless otherwise agreed in writing by the parties, each of them shall bear its own costs and expenses with respect to this Agreement and the transactions described herein, including such costs and expenses as are customarily borne by sellers and purchasers of real estate. 5. Developer agrees to conduct its activities in a manner that will not damage any crops on the Property. If Developer fails to obtain necessary regulatory approvals to conduct its contemplated operations, or if the city council of City fails to authorize sale and conveyance of the Property to Developer, then Developer agrees that this Agreement may be terminated by City upon thirty (30) days' advance written notice. In the event of such termination, Developer shall remove from the Property, within said 30 -day period, all of its personal property and materials or debris that it has deposited on the Property during the term hereof. 6. 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 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 Ernest G. Clark, Mayor Attest:' Suzy Scharer, City Clerk 2 STICK BROTHERS, L.L.C. By: Title: