HomeMy WebLinkAboutRyan Companies - Early Access Agmnt-9/18/2017EARLY ACCESS AGREEMENT
This Early Access Agreement (the "Agreement") is entered into as of September 13,
2017, by and between the City of Waterloo, Iowa ("City"), and _Ryan Companies US, Inc_ (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 Northeast Industrial Development
Area; and
WHEREAS, the parties desire that Company have access to the Property to begin due
diligence procedures 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, soil borings, etc. 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 01 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:
Kelley Felchl;;, City Clerk
Ryan Con. ies
By:
nc
Brad Scho: felder
Title: President - Midwest
EXHIBIT "A"
Drive Times to Deere Locations:
Downtown: 15 min./ 5,6 miles
r'1"' Northeast Industrial: 2 min,/ 1.6 miles
20 011 min./6,2 miles
10 min./ 4.6 miles
Northeast Industrial Park
Waterloo, Iowa
Site #2
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(Additional Land Available,)
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