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Home My WebLink AboutLK Holdings - Early Access Agmnt-9/18/2017EARLY ACCESS AGREEMENT This Early Access Agreement (the "Agreement") is entered into as of September 19, 2017, by and between the City of Waterloo, Iowa ("City"), and LK Holdings Waterloo, LLC (the "Company"). WHEREAS, City and Company have entered into a development agreement (the "DA") concerning a project to be undertaken by Company on certain real property at 200 W. 41h Street, Waterloo and described on Exhibit "A" attached hereto (the "Property"), located in the Downtown Waterloo Urban Renewal and Redevelopment Plan Area; and WHEREAS, the DA contemplates that City will deed the Property to Company following completion of actions by the City as described in the DA; and WHEREAS, the parties desire that Company have access to the Property before receiving ownership of same in order to begin certain improvement work. NOW, THEREFORE, 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 activities preparatory to meeting Company's development responsibilities, including but not limited to sandblasting and other surface preparations. 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. Company shall undertake its work in a manner that minimizes its impact or interference with other scheduled activities and events in and upon the Property. 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. For the avoidance of doubt, the parties agree that this Agreement does not create, nor is intended to give rise to, any independent basis for cancellation or termination of the DA. 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: Kelley Fele LK H I " DINGS ATERLOO, LLC AkE,_ , City Clerk 2 ember of Leslie ospitality Consulting, LLC, its Managing Member EXHIBIT "A" Legal Description of Property DESCRIPTION: PARCEL IC' PART OF BLOCK 7 IN THE ORIGINAL PLAT ON THE WEST SIDE OF THE CEDAR RIVER AND THE SOUTHEASTERLY 10.00 FEET IN EVEN WIDTH OF FORMER MAIN STREET NOW PARK AVENUE AND PART OF ELWELL'S PLAT A SUBDIVISION OF LOTS 1 AND 2 IN BLOCK 7 IN THE ORIGINAL PLAT ON THE WEST SIDE OF THE CEDAR RIVER, CITY OF WATERLOO, COUNTY OF BLACK HAWK, STATE OF IOWA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEASTERLY CORNER OF LOT 1 OF E.J. BICKLEY'S SUBDIVISION, ALSO BEING THE POINT OF INTERSECTION OF THE PRESENT SOUTHWESTERLY RIGHT-OF-WAY LINE OF JEFFERSON STREET AND THE PRESENT NORTHWESTERLY RIGHT-OF-WAY LINE OF WEST 4TH STREET; THENCE NORTH 41° (DEGREES) 05' (MINUTES) 42" (SECONDS) EAST, 80.00 FEET TO THE SOUTHERLY CORNER OF SAID BLOCK 7; THENCE NORTH 48°54'56" WEST, ON THE SOUTHWESTERLY LINE OF SAID BLOCK 7 ALSO BEING THE PRESENT NORTHEASTERLY RIGHT-OF- WAY LINE OF JEFFERSON STREET, 4.03 FEET TO THE POINT OF BEGINNING OF THE PARCEL OF LAND HEREIN DESCRIBED; THENCE CONTINUING NORTH 48°54'56" WEST ON THE SOUTHWESTERLY LINE OF SAID BLOCK 7 AND ITS NORTHWESTERLY PROLONGATION, ALSO BEING THE PRESENT NORTHEASTERLY RIGHT-OF-WAY LINE OF JEFFERSON STREET, 306.59 FEET TO NORTHWESTERLY LINE OF THE SOUTHEASTERLY 10.00 FEET OF FORMER MAIN STREET NOW PARK AVENUE, ALSO BEING THE PRESENT SOUTHEASTERLY RIGHT-OF-WAY LINE OF PARK AVENUE; THENCE NORTH 41°03'49" EAST ON THE NORTHWESTERLY LINE OF THE SOUTHEASTERLY 10.00 FEET OF FORMER MAIN STREET NOW PARK AVENUE, ALSO BEING THE PRESENT SOUTHEASTERLY RIGHT-OF-WAY LINE OF PARK AVENUE, 301.91 FEET (300.00 FEET RECORD) TO THE PRESENT SOUTHWESTERLY RIGHT-OF-WAY LINE OF COMMERCIAL STREET; THENCE SOUTH 49°02'55" EAST ON THE PRESENT SOUTHWESTERLY RIGHT-OF-WAY LINE OF COMMERCIAL STREET, ALSO BEING THE NORTHEASTERLY LINE OF SAID BLOCK 7 AND ITS NORTHWESTERLY PROLONGATION, 240.52 FEET TO THE NORTHWESTERLY RIGHT-OF-WAY LINE OF WEST 4TH STREET; THENCE SOUTHWESTERLY ON THE NORTHWESTERLY RIGHT-OF-WAY LINE OF WEST 4TH STREET BEING A 956.73 -FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY AND HAVING A 98.84 -FOOT LONG CHORD BEARING SOUTH 28°47'22" WEST, 98.89 FEET (ARC LENGTH); THENCE SOUTH 26°09'45" WEST ON THE NORTHWESTERLY RIGHT-OF-WAY LINE OF WEST 4TH STREET, 91.32 FEET; THENCE SOUTHWESTERLY ON THE NORTHWESTERLY RIGHT-OF-WAY LINE OF WEST 4TH STREET BEING A 760.00 -FOOT RADIUS CURVE CONCAVE NORTHWESTERLY AND HAVING A 119.61 -FOOT LONG CHORD BEARING SOUTH 30°40'33" WEST, 119.73 FEET (ARC LENGTH) TO THE POINT OF BEGINNING. (THE SOUTHEAST LINE OF E.J. BICKLEY'S SUBDIVISION, ALSO BEING THE PRESENT NORTHWESTERLY RIGHT-OF-WAY LINE OF WEST 4TH STREET THAT IS SOUTHWESTERLY OF JEFFERSON STREET, IS ASSUMED TO BEAR NORTH 41 °05'42" EAST FOR THE PURPOSE OF THIS DESCRIPTION.)