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HomeMy WebLinkAboutCardinal Construction - Early Access Agreement-7/17/2017(Recorded)EARLY ACCESS AGREEMENT 1111111 110111111 1111111 111111111111111 lI 110 11 iii Do ID: 0082391 0003 Typ GEN Re rded 09/ 7/20 7 at 0 :13 02 PM Fee Amt: $27.00 Page 1 of 3 Bla k Hawk Co my Iowa SANDIE L. SMITH RECORDER F11e2018_00005513 This Early Access Agreement (the "Agreement") is entered into as of4 -Ptu4 u1/4c-17- n t 2017, by and between the City of Waterloo, Iowa ("City"), and Cardinal Construction,lnc. (an Iowa Corporation), (the "Company"). WHEREAS, City and Company are finalizing the terms of a development agreement concerning project to be undertaken by Company on certain real property described or depicted on Exhibit "A" attached hereto (the "Property"), located in the Martin Road Development Area; and WHEREAS, the parties desire that Company have access to the Property to begin earth- moving 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. Until City delivers a deed to Company, Company may not pour footings or foundations or otherwise begin any work of constructing improvements. 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 negligent acts or omissions or willful misconduct of Company, its employees, agents and contractors, on 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, penalties, 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, arising out of said acts, omissions or misconduct. The duties of Company under this paragraph shall survive the expiration or termination of this Agreement. 11.00 3 IO.CO 4 l- EARLY ACCESS AGREEMENT This Early Access Agreement (the "Agreement") is entered into as of June 2017, by and between the City of Waterloo, Iowa ("City"), and Cardinal Construction, Inc. (an Iowa Corporation), (the "Company"). WHEREAS, City and Company are finalizing the terms of a development agreement concerning project to be undertaken by Company on certain real property described or depicted on Exhibit "A" attached hereto (the "Property"), located in the Martin Road Development Area; and WHEREAS, the parties desire that Company have access to the Property to begin earth- moving 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. Until City delivers a deed to Company, Company may not pour footings or foundations or otherwise begin any work of constructing improvements. 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 negligent acts or omissions or willful misconduct of Company, its employees, agents and contractors, on 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, penalties, 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, arising out of said acts, omissions or misconduct. 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, except as otherwise permitted by express written consent of City. 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 CARDINAL CONSTRUCTION, INC. By: Quentin M. Hart,MaY or Attest: elley F; hle, City Clerk 2 r—ic� ✓Yh 7o 2r Title: �� ••••.W-.. IF4-dr Exhibit "A" Legal Description of Property: All that portion of the property described in a Warranty Deed recorded as File Number 2009 00024074 in the Black Hawk County Recorder's Office lying within the Northeast Quarter (NE 1/4) of the Southeast Quarter (SE 1/4) of Section 32, Township 89 North, Range 13 West of the 5`h P.M., in the City of Waterloo, Black Hawk County.