HomeMy WebLinkAbout3_Stooges,_LLC_-_Early_Access_Agreement_115_Warp_Drive_-_5.19.2025 Docusign Envelope ID:43BDO61 F-D025-4D68-B45B-FBBAD9979995
EARLY ACCESS AGREEMENT
This Early Access Agreement (the "Agreement") is entered into as of May 19 ,
2025, by and between the City of Waterloo, Iowa("City") and 3 Stooges, LLC ("Company").
WHEREAS, Company has agreed to enter into a Development Agreement concerning the
property legally described as Lots I and 2, Waterloo Air and Rail Park 1St Addition, City of
Waterloo, Iowa, and Company executed said Development Agreement on or about April 3, 2025,
by and through Anthony 1+ischels.
WHEREAS, the Development Agreement has not been formally approved by the City,
but the matter is in the process of being presented to the City Council and/or other officials for
formal approval.
WHEREAS, the parties desire that Company have access to the Property to begin certain
activities before the Property is conveyed to Company pursuant to the Development Agreement.
NOW, THEREFORE, in consideration of the future transactions contemplated by the
patties 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, subject to permitting or licensing requirements for such activities. The
term of this Agreement shall be from the date hereof until the date that City delivers a deed to
Company for the Property pursuant to the Development Agreement. Company's right to conduct
its activities upon the Property is expressly made subject to prior receipt of applicable zoning,
building, and other regulatory approvals.
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, elected 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, arising out of said acts or omissions,or arising out of the fact
of City's ownership of the Property, whether sounding in law or equity, in tort or contract, by
statute, or otherwise. The duties of Company under this paragraph shall survive the expiration or
termination of this Agreement.
Docusign Envelope ID:43BD061F-D025-4D68-B45B-FBBAD9979995
4. Notwithstanding this Agreement, the parties agree to work cooperatively in good
faith to finalize the approval of a Development Agreement in respect of the Property as
expeditiously as possible.
S. Company acknowledges and understands that the Development Agreement that has
been executed by Company has not yet received the required and formal approval of the City. As
stated in the Development Agreement itself, any and all of the City's obligations contained in the
Development Agreement are contingent upon the satisfactory completion of all procedures,
hearings,and approvals.As between Company and the City,and any of the City's agents,officials,
or employees,and without limiting Section 3, Company hereby knowingly and voluntarily waives
any and all claims of any kind whatsoever for any activities, work, or materials that it provides,
and waives any and all claims of any kind whatsoever relating to any expenses it incurs, in
connection with this Agreement and prior to the City's formal approval of the Development
Agreement.
6. If for any reason the contemplated conveyance of the Property between the parties
is canceled or otherwise does not occur, then at its sole expense Company shall promptly remove
from the Property all of its personal property and materials or debris that it has deposited on the
Property 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.
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 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 3 STOOGES, LL
Docu Signed by:
By: Cmc v&, Rwi
Quentin art, Mayor
DoccupSiigned by: (1 ,
Attest: F�% fe� By: b,n5 T`i5 G�-e l S
Ze-ffey'V@AcTle, City Clerk (Print Name)
Title:
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