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HomeMy WebLinkAboutAdvanced Heat Treat - Early Access Agmnt - 5/14/2018EARLY ACCESS AGREEMENT S This Early Access Agreement (the "Agreement") is entered into as of fLf/t 2J 2018, by and between the City of Waterloo, Iowa ("City"), and Advanced Heat Treat Corp. (the "Company"), WHEREAS, City and Company are finalizing the terms of a development agreement concerning a project to be undertaken by Company on certain real property described or depicted on Exhibit "A" attached hereto (the "Property"), located in the East Waterloo Unified Urban Renewal and Redevelopment Plan Area, formerly (mown as the Airport Area Development Plan area; and WHEREAS, the parties desire that Company have access to the Property to begin certain 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 otlierwise 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 $2,000,000 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 acts or omissions of Company, its employees, agents and contractors, on or about the Property, and in said connection Company agrees to indemnify and hold harmless City, its officials, officers, employees and agents, from and against any and all claims, demands, actions, causes of action, damages, costs, fines, 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 or omissions. The duties of Company under this paragraph shall survive the expiration or termination of this Agreement. C 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. Notwithstanding this Agreement, the parties agree to work cooperatively in good faith to finalize the terms of a development agreement in respect of the Property as expeditiously as possible. 6. 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 WATGRLOO, IOWA gy; L Quentin, M�f,.. Hart, Mayor Attest: (t�Gta'iC> Kelley Fel V e, City Clerk ADVANCED HEAT TREAT CORP. By: EXHIBIT That part of Tract "B", MidPort America Park Plat No. 1, City of Waterloo, Black Hawk County, Iowa, lying North of a line which begins at a point on the East line of road Tract "B" at a point which is Four Hundred Twenty (420.0) feet South of the Northeast corner of said Tract "B", thence N90°00'00"W Seven Hundred Ninety (790.0) feet to the West line of said Tract "B" and point of termination. ALSO: 'Che North 100 feet of the West 360 feet of thaC part of Tract "B", Midport America Park Plat No 1, in the City of Waterloo, Black Hawk Cowity , Iowa, lying south of the parcel shown on the Plat of Survey recorded in City Lot Deed Book 665, at Page 403, in the records of the Black Hawk County Recorder.