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HomeMy WebLinkAboutKwik Trip - Early Access Agmnt-8/21/2017(Recorded)4 Ithi DF wed -t60 EARLY ACCESS AGREEMENT 1111101111111111101111111111111111111110111111111111111111011111111 Doc ID 008224030003 Ty e GEN Recorded 09/07/2017 a 03:35 03 PM Fee Amt: $17.00 Page 1 of 3 Black Hawk County Iowa SANDIE L. SMITH RECORDER ^ i /� File2018-00004312 This Early Access Agreement (the "Agreement") is entered into as of August 24 , 2017, by and between the City of Waterloo, Iowa ("City"), and Kwik Trip Inc. (the "Company"). WHEREAS, City and Company are finalizing the conveyance of certain real property described on Exhibit "A" attached hereto (the "Property"), located in the Martin Road Development Area for purposes of Company undertaking a project under the terms of a development agreement; and WHEREAS, the parties desire that Company have access to the Property to begin earth- moving activities, utility work and foundation work 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 earth moving, utility work and foundation work. 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 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 C-1) 3 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 By: Quentin M. Hart, Mayor Attest: elley Felc LI-, " ity Clerk KWIK TRIP, INC. By: hen J . Lehr Title: W ir6si start =Se -ore -tat 2 EXHIBIT "A" That part of the Southeast Quarter (SE 1/4) of Section Thirty-two (32), Township Eighty-nine North (T89N), Range Thirteen West (RI3W) of the Fifth Principal Meridian, Waterloo, Black Hawk County, Iowa, described as follows: Beginning at the Southwest corner of Lot One (01), Brock Addition; thence S89°10'10"W Four Hundred (400.00) feet along the North right-of-way line of Ridgeway Avenue as per Land Deed 569, Page 604 in the Black Hawk County Recorder's Office; thence NOO°49'33"W Five Hundred (500.00) feet; thence N89°10'10"E Four Hundred (400.00) feet to the West line of aforesaid Lot One (01); thence S00°49'33"E Five Hundred (500.00) feet along said West line to the point of beginning containing 4.59 acres. EARLY ACCESS AGREEMENT This Early Access Agreement (the "Agreement") is entered into as of August 2-1 , 2017, by and between the City of Waterloo, Iowa ("City"), and Kwik Trip Inc. (the "Company"). WHEREAS, City and Company are finalizing the conveyance of certain real property described on Exhibit "A" attached hereto (the "Property"), located in the Martin Road Development Area for purposes of Company undertaking a project under the terms of a development agreement; and WHEREAS, the parties desire that Company have access to the Property to begin earth- moving activities, utility work and foundation work 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 earth moving, utility work and foundation work. 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 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 By: Quentin M. Hart, Mayor Attest: 2 KWIK TRIP, INC. By: hen :O. Loehr Title: \IP d A Si bjetnf' c:eCrtf an . EXHIBIT "A" That part of the Southeast Quarter (SE 1/4) of Section Thirty-two (32), Township Eighty-nine North (T89N), Range Thirteen West (R13W) of the Fifth Principal Meridian, Waterloo, Black Hawk County, Iowa, described as follows: Beginning at the Southwest corner of Lot One (01), Brock Addition; thence S89°10'10"W Four Hundred (400.00) feet along the North right-of-way line of Ridgeway Avenue as per Land Deed 569, Page 604 in the Black Hawk County Recorder's Office; thence N00°49'33"W Five Hundred (500.00) feet; thence N89°10'10"E Four Hundred (400.00) feet to the West line of aforesaid Lot One (01); thence S00°49'33"E Five Hundred (500.00) feet along said West line to the point of beginning containing 4.59 acres.