HomeMy WebLinkAboutUnion Development Holdings, LLC - Early Access Agreement -03.21.2022EARLY ACCESS AGREEMENT
This Early Access Agreement (the "Agreement") is entered into as of March 21,
2022 by and between the City of Waterloo, Iowa ("City") and Union Development Holdings,
LLC (the "Developer").
WHEREAS, City and Developer are finalizing the terms of a development agreement
concerning a project to be undertaken by Developer on certain real property described as or
located upon a portion of Parcel "G" according to Plat of Survey filed November 14, 2007 as
Doc. No. 2008-10309, being a part of NE 1/4 of SW '/4 of 12-89N-13W of the 5th P.M., Black
Hawk County, Iowa (the "Property"); and
WHEREAS, the parties desire that Developer have access to the Property to begin certain
activities before the Property is conveyed to Developer.
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 Developer the right to enter upon the Property to begin site
due diligence investigations and field work. The term of this Agreement shall be from the date
hereof until the date that City delivers a deed to Developer for the Property pursuant to a
development agreement. Developer's right to conduct its activities upon the Property is expressly
made subject to prior receipt of applicable zoning, building, and other regulatory approvals. Until
City delivers a deed to Developer, Developer may not begin earth work or any work of
constructing improvements.
2. Developer 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 Developer, 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 Developer, its employees,
contractors, or agents, enter upon the Property for any purpose.
3. Developer agrees to be responsible for any liability which may arise out of the acts
or omissions of Developer, its employees, agents and contractors, on or about the Property, and
in said connection Developer 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, arising out of said acts or omissions, whether sounding in
law or equity, in tort or contract, by statute, or otherwise. The duties of Developer 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 at its sole expense Developer 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 Developer'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 Developer 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 multiple 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
Kerrey Fefch(e
Attest:
Kelley Felchle, City Clerk
2
UNION DEVELOPMENT HOLDINGS,
LLC
By:
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Ryan Clark, VP of Development, The
Annex Group