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HomeMy WebLinkAboutKoelker Properties, LLC - Easrly Access Agmnt - 4/22/19EARLY ACCESS AGREEMENT This Early Access Agreement (the "Agreement") is entered into as of e. -L Z2 , 2018, by and between the City of Waterloo, Iowa ("City"), and Koelker Properties, LLC (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 known 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 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 $2,000,000 per occurrence. Such insurance shall cover liability assumed under an insured contract and 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. 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. 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 WATERLOO, IOWA KOELKER PROPERTIES, LLC By: Quentin M. Hart, Mayor Attest: Kelley F:4jhle, City Clerk 2 By: Title: ,ov EXHIBIT "A" Legal Description of Property Parcel "E" per Plat of Survey recorded as Doc. No. 2016-11511, being a part of the Southeast Quarter (SE %) of Section No. 5, Township No. 89 North, Range No. 13 West of the 5th P.M., City of Waterloo, Black Hawk County, Iowa, except Parcel "G" thereof per Plat of Survey filed as Doc. No. 2019-09618. [main parcel] and Tract "A" and Tract "B" per Plat of Survey recorded as Doc. No. 2019-09617, being a part of the Southeast Quarter (SE 1/4) of Section No. 5, Township No. 89 North, Range No. 13 West of the 5th P.M., City of Waterloo, Black Hawk County, Iowa. [ROW to be vacated] and Tract "E" and Tract "F" per Plat of Survey recorded as Doc. No. 2019-12692, being a part of the Southeast Quarter (SE %) of Section No. 5, Township No. 89 North, Range No. 13 West of the 5th P.M., City of Waterloo, Black Hawk County, Iowa. [ROW to be vacated] and Parcel "H" per Plat of Survey recorded as Doc. No. 2019-12691, being a part of the Southeast Quarter (SE %) of Section No. 5, Township No. 89 North, Range No. 13 West of the 5th P.M., City of Waterloo, Black Hawk County, Iowa. [80 foot parcel]