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HomeMy WebLinkAboutNortheast Iowa Food Bank, Inc-3/26/2012EARLY ACCESS AGREEMENT This Early Access Agreement (the "Agreement") is entered into as of ,�f J,rr61,a - ( 2012, by and between the City of Waterloo, Iowa ("City"), and Northeast Iowa Food Bank, Inc. (the "Food Bank"). WHEREAS, City and Food Bank are parties to a certain Property Exchange Agreement (the "Exchange Agreement") providing for Food Bank's development of the real property described on Exhibit "A" attached hereto (the "Property"); and WHEREAS, the parties contemplate a closing in March or April 2012, after review and resolution of any title issues, for City's conveyance of the Property to Food Bank for purposes consistent with the Exchange Agreement, but Food Bank desires access to the Property before closing to begin its site development activities. NOW, THEREFORE, in consideration of the pending sale of the Property and the mutual promises exchanged herein, the parties agree as follows: 1. City hereby grants to Food Bank the right to enter upon the Property to begin site development activities as contemplated by the Exchange Agreement. The term of this Agreement shall be from the date hereof until completion of closing under the Exchange Agreement. 2. Food Bank 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 Food Bank, its employees, contractors and agents, and shall protect the City against such claims, damages, costs or 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 Food Bank, its employees, contractors, or agents, enter upon the Property. The attached Certificates of Liability Insurance coverage for the City by the Food Bank and its Contractor, Peters Construction, satisfy the requirements of this paragraph. 3. Food Bank agrees to be responsible for any liability which may arise out of the activities of Food Bank, its employees, agents and contractors, upon or about the Property, and in said connection Food Bank 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 Food Bank under this paragraph shall survive the expiration or termination of this Agreement. Nothing in this paragraph is intended to modify to any extent the provisions of paragraph 5 of the Exchange Agreement pertaining to liability or responsibility for cleanup of environmental conditions on the Property. 4. City agrees to indemnify and hold harmless Food Bank, its officers, directors, employees and agents, 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, arising out of the activities of City, its employees or agents, upon or about the Property. The duties of the City under this paragraph shall survive the expiration or termination of this Agreement. 5. 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 TERLOO, IOWA NORTHEAST IOWA FOOD BANK, INC. By: / , By: rnest G. Clark, Mayor 2 Title: 1,,A -10.46.\-c? E c e at4(iii-' ARD CERTIFICATE OF LIABILITY INSURANCE i)Di2i�o THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Brulamel Madsen & Associates CONTACT Heidi. Morse A/CPHONE Esti: (319) 266-2644 mNot. (319)277-2429 318 Main Street P. 0. Box 399 Cedar Falls IA 50613 ADDRESS:heidim@brummelmadsen. com INSURER(S) AFFORDING COVERAGE NAIC 0 INSURER A :Integrity Mutual Insurance 14303 INSURED Peters Construction Corp PO Box 2 940 Waterloo IA 50704 INSURER B : 8/1/2011 INSURERC: EACH OCCURRENCE INSURER D : TO RENTED PREMISES (Ea occurrence) INSURER E : INSURERF: � CLAIMS -MADE 17 I OCCUR • ,UW,...V IW.LiLd.. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUER WVD POUCY NUMBER (MMIIDDD/YYYY) XP (MMIDDIDIYYV) OMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITYDAMAGE X CPP2624256 8/1/2011 8/1/2012 EACH OCCURRENCE $ 1,000,000 TO RENTED PREMISES (Ea occurrence) $ 100,000 � CLAIMS -MADE 17 I OCCUR MED EXP (Any one person) $ 10,000 PERSONAL BADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE OMIT APPLIES PER: —7 POLICY I 1 F28: [1 LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE X UABILITY ANY AUTO ALL AUTOSLLS HIRED AUTOS _ SCHEDULED NON -OWNED AUTOS CA2624257 8/1/2011 8/1/2012 (a COMBINED SINGLE LIMIT accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ single limit $ A X UMBRELLA UAB EXCESS UAB X OCCUR CLAIMS -MADE CUP2624259 8/1/2011 8/1/2012 EACH OCCURRENCE $ 10, 000, 000 AGGREGATE $ 10, 000, 000 DED X RETENTION$ 0 $ A WORKERS COMPENSATION....WC AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OIOFFICER/MEMBER EXCLUDED? (Mandatory M )E.LDISEASE If yes, describe under DESRIPTION OF OPERATIONS below Y/ N N/A WCP2624258 8/1/2011 8/1/2012 STATU- TORY I !NTS OTH- ER E.L EACH ACCIDENT $ 1 .000 ,000 - EAEMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY UMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, K more space Is required) Project: Northeast Iowa Food Bank. City of Waterloo is additional insured for ongoing operations as required by written contract. CERTIFICATE HOLDER CANCELLATION City of Waterloo 715 Mulberry St Waterloo, IA 50703 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Scott Cessna/JAB ACORD 25 (2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. NORTH -5 OP ID: JT "%%`'�"Y CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 03/22112 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 319-233-6103 The Sinnott Agency, Inc. 622 W 4th St, PO Box 1918 319-234-8133 Waterloo IA 50704 Steven Sinnott CONTACT Steve Sinnott (ac NN , E):319-233-6103 rtg, No): 3194344133 E-MAIL Stevessinnotta enc co ADDRESS: g y. m INSURER(S) AFFORDING COVERAGE NAIC # INSURER A :AIIied/Nationwide Insurance Co 42579 INSURED NORTHEAST IOWA FOOD BANK PO BOX 2397 WATERLOO, IA 50704 INSURER B : INSURER C : INSURER D : $ 1,000,000 INSURER E : X INSURER F : X ill V MVI," IruIr1OGR. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DdYYYYI POUCY EXP (MM/DINYYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X ACP7171553685 07/01/11 07/01/12 PREM er 100,000 SES EaEo r ce) $ CLAIMS -MADE X OCCUR MED EXP 5,000 (Any one person) $ PERSONAL 8 ADV INJURY 1,000,000 GENERAL AGGREGATE $ 2,000,000 $ GEM%AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 )---el POLICY n 781-- n LOC $ AUTOMOBILE LIABILITY ECOMBINEDBIdSINGLE LIMB $ 1,000,000 A X ANY AUTO ALL OWNED SCHEDULED ACP7171553685 07/01/11 07/01/12 BODILY INJURY (Per person) $ AUTOS AUTOS NON -OWNED BODILY INJURY (Per accident) $ HIRED AUTOS _ AUTOS PROPERTY DAMAGE (Per accident) $ $ X UMBRELLA LIAB X OCCUR G H OCCURRENCE $ 2,000,000 A EXCESS LIAB CLAIMS -MADE ACP7171553685 07/01/11 07/01/12 AGGREGATE 2,000,000 DED RETENTION $ $ $ WORKERS COMPENSATIONWC AND EMPLOYERS' LIABIUTY Y/ N X STATU- TORY LIMITS OTH- ER A ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N / A ACP7171553685 07/01/11 07/01/12 E.L. EACH ACCIDENT $ 100,000 (Mandatory In NH) If yes, describe under E.L. DISEASE - EA EMPLOYEE $ 100,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES lAt_tach ACORD 101, Additional Remarks Schedule,I1 more space Is required) ADDITIONAL INSURED UNDER THE GENERAL LIABILITY POLICY AS RELATES TO 1535 LAFAYETTE ST, WATERLOO, IA CANCELLATION CITYWLO CITY OF WATERLOO 715 MULBERRY ST WATERLOO, IA 50703 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD