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HomeMy WebLinkAboutCedar Valley Tech Works, Inc.-Roadway Easement Agreement- Prepared by Christopher S. Wendland, P.O.Box 596,Waterloo, IA 50704. Phone(319)234-5701 Return to preparer after recording. ROADWAY EASEMENT AGREEMENT This Roadway Easement Agreement (the "Agreement") is entered into as of September � '- , 2008, by and between Cedar Valley Tech Works, Inc. ("Grantor") and the City of Waterloo,Iowa("Grantee"). 1. Grant of Permanent Easement. In consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor does hereby grant and convey unto Grantee, and Grantee does hereby accept, a permanent easement (the "Roadway Easement") in, to, upon, over, across, and beneath the real estate (the "Permanent Premises") described as set forth on Exhibit"A" attached hereto and by this reference made a part hereof. 2. Grant of Temporary Easement. For consideration described in Section 1 above, Grantor does hereby grant to Grantee, and Grantee does hereby accept, a temporary easement for roadway construction purposes (the "Temporary Easement") in, to, upon, over, across, and beneath the real estate (the "Temporary Premises") described as set forth in Exhibit "A" attached hereto and by this reference made a part hereof The Temporary Easement shall expire upon conclusion of all construction, cleanup, and demobilization activities upon the Permanent Premises. The Permanent Premises and the Temporary Premises are together referred to as the"Easement Premises." 3. Purpose of Easements. The Permanent Premises is intended for use as a city street, utilities, and appurtenant right of way. The Temporary Premises is intended for use in connection with and in support of construction activities upon the Permanent Premises. The Permanent Premises and Temporary Premises shall not be used for any other purposes without the prior written consent of Grantor. It is the intention of the parties that Grantee shall assume all responsibility for the construction, maintenance and operation of the Roadway Easement granted hereunder, and that Grantor shall have no liability relating to the Roadway Easement. 4. Grantor Duties. Grantor shall deliver possession of the Easement Premises to Grantee without any structures situated thereon. The condition of the Easement Premises shall either be bare ground or paved parking and/or driving areas. Other than as set forth in this Section 4, Grantor shall have no duty to prepare the Easement Premises in any way for Grantee's use. Following transfer of possession of the Easement Premises, Grantor shall have no further duty or obligation with respect to the Easement Premises, except such duties as are common to all owners of land that abuts a city street. 5. Easement Conditions. Grantee agrees that its acceptance of the Easement and Easement Premises is subject to each and all of the following terms, conditions, covenants, and restrictions, which are covenants running with the land: a. The Roadway Easement and Temporary Easement are subject to all easements, covenants, and restrictions of record, including but not limited to the Declaration of Environmental Covenants filed November 13, 2006 as Doc. No. 2007010811 (the "Environmental Covenants"), the RCRA permit referenced in the Environmental Covenants, as amended (the "Permit"), and the Utilities Easement Agreement filed February 22, 2007 as Doc. No. 2007017939. Grantee hereby agrees to subordinate this Agreement to any subsequent environmental covenant applicable to the Easement Premises, and that the Easement Premises and this Agreement shall be subject to any subsequent modification or amendment to the Permit. Grantee agrees that Grantor shall retain the right of access to the Easement Premises on behalf of Grantor, on behalf of Deere & Company, and on behalf of the United States Environmental Protection Agency, for environmental investigations or implementation of corrective or remedial action as may be required under the existing Environmental Covenant or Permit, and as those documents may be modified hereafter, or under any environmental law. b. Grantee will construct, use and maintain the Easement Premises, the Roadway Easement, and the Temporary Easement granted herein in accordance with all federal, state and local laws and regulations. Any disturbance of the soil on the Easement Premises shall be done in accordance with applicable laws and regulations and a standard of reasonable care. c. Grantor is under no obligation whatsoever to maintain, in any particular state or condition, the Roadway Easement, the Temporary Easement, or the Easement Premises, except to mow and otherwise maintain the area between the street curb and Grantor's property line in the same manner required of all private property owners, or as otherwise required by applicable law or regulation. d. As against Grantor, and except as otherwise set forth in paragraph (c) above, Grantee shall solely bear all responsibility, cost, and expense for design, construction, repair, maintenance, operation and any other work relating in any way to the Roadway Easement, the Easement Premises, and any street, roadway, signage, signals, or other improvements placed on the Permanent Premises, including but not limited to snow removal and maintenance of insurance covering the 2 Permanent Premises and any improvements therein or thereon and any activities of Grantee or the general public happening thereon. e. In recognition of the mutual and respective duties of Grantor and Grantee under the Environmental Covenants, the Permit, and other applicable covenants, restrictions, and laws, Grantee agrees to cooperate promptly and in good faith with Grantor and its project manager(s) and consulting engineers with respect to any and all matters concerning activities contemplated by this Agreement, including but not limited to design, regulatory approvals of any type or nature, relocation or disposal of soil and other on-site materials, testing, reporting, and worker training and protection. Grantee agrees to advise each of its agents and contractors, and each user authorized by Grantee of the public right-of- way upon the Easement Premises, of this duty of cooperation. f. Grantee may authorize public utilities and other users of the public right-of-way to use the Permanent Premises for purposes and in the manner consistent with their use of street rights-of-way elsewhere in the city, provided, however, that all such use shall be expressly subject to the terms and conditions of this Agreement, including but not limited to all other easements, covenants, conditions, and restrictions of record, including without limitation the Environmental Covenants and Permit, and Grantee agrees to provide a copy of this Agreement, the Environmental Covenants, and the Permit to each right-of-way user prior to said user's entry upon the Permanent Premises. g. To the extent permitted by applicable law, Grantee shall indemnify, defend and hold Grantor harmless from and against any injury, expense, damage, liability or claim (each a "Claim") asserted against or imposed on Grantor by any person whomever, whether due to damage to the Easement Premises, Claims for injuries to the person or property of any person in, on, or about the Easement Premises for any purpose whatsoever, or administrative or criminal action by a governmental authority, whether such Claim results directly or indirectly from the act, omission, negligence, misconduct or breach in the use of the Roadway Easement, the Temporary Easement, or the Easement Premises or the terms of this Agreement by Grantee, its agents, employees, servants, contractors, or any other person entering upon the Easement Premises. Grantee further agrees to reimburse Grantor for any costs or expenses, including, but not limited to, court costs and reasonable attorney's fees, which Grantor may incur in investigating, handling or litigating any Claim. Notwithstanding the foregoing provisions of this paragraph, the indemnity provided for in this paragraph shall not include Claims relating to or arising from any hazardous substances or other environmental conditions existing in or upon the Easement Premises before the date of this Agreement. The parties agree that, with respect to the Temporary Premises, Grantee's duties under this paragraph shall apply only during the term of the Temporary Easement. In the event Grantee fails to indemnify, defend or 3 hold Grantor harmless, after written demand by Grantor therefor, from any Claim for any reason, Grantor shall have the right to terminate this Agreement upon five (5) days written notice to Grantee. 6. Duty to Notify; Required Consent. To assist Grantor and Deere & Company to comply with and fulfill the duties of responsible parties under the Permit to implement, maintain, and protect institutional controls and/or engineered barriers on the Easement Premises to avoid human contact with contaminated soils on the Easement Premises and to avoid further movement or expansion of contaminated soils and groundwater as provided in the Permit, neither Grantee, any contractor or agent of Grantee, nor any authorized user of the public right-of-way shall conduct any activity in or upon the Easement Premises which impairs the engineered barriers and/or disturbs contaminated soil or groundwater, or otherwise violates the terms of any easement, covenant, condition, or restriction of record without Grantor's prior written approval. Before Grantee, any contractor or agent of Grantee, or any authorized user of the public right-of- way undertakes any activity in or upon the Easement Premises that disturbs the roadway or any soil, such party shall notify Grantor of the proposed activity. Grantee shall maintain records of any activities relating to the movement or displacement of soil or groundwater, including but not limited to removal, replacement, fill, or disposal. Grantee shall maintain a file of all records regarding environmental matters or improvements to the Easement Premises. Such records shall be readily available for review upon request by Grantor, Deere, the U.S. Environmental Protection Agency, and/or the Iowa Department of Natural Resources. Grantor shall be permitted to copy and retain copies of any such records, in its sole discretion. Grantee agrees to advise each of its agents and contractors, and each user authorized by Grantee of the public right-of-way upon the Easement Premises, of the duty of notice and of the obligation to secure prior consent as set forth in this Section. 7. Miscellaneous Provisions. This Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement is the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior understandings or agreements relating to the subject matter hereof, whether oral or written, and this Agreement may not be modified except by the mutual written agreement of both parties. IN WITNESS WHEREOF, the parties have executed this Roadway Easement Agreement by their duly authorized representatives as of the date first set forth above. CEDAR VALLEY TECH WORKS, INC. CITY OF WATERLOO, IOWA By: By. Steven J. Dust, President _ imothy J. , Mayo Attes ' ( Nancy Eckert, ity Clerk 4 STATE OF IOWA ) ) ss. BLACK HAWK COUNTY ) Acknowledged before me on , 2008, by Steven J. Dust as President of Cedar Valley Tech Works, Inc. Notary Public STATE OF IOWA ) ) ss. BLACK HAWK COUNTY ) On this A9•-tf-a day of 2008, before me, a Notary Public in and for the State of Iowa, personally appeared imothy J. Hurley and Nancy Eckert, to me personally known, and, who,being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waterloo, Iowa; the seal affixed to the foregoing instrument is the corporate seal of the corporation, and that the instrument was signed and sealed on behalf of the corporation, by authority of its City Council as contained in the Resolution adopte by the City ouncil under roll call number of the City Council on the d day of 2008 and that Timothy J. Hurley and Nancy Eckert acknowledged the execution of t e instrument to be their voluntary act and deed and the voluntary act and deed of the corporation, by it voluntarily executed. ota Public • EXHIBIT"A" Legal Description of Easement Premises Permanent Roadway Easement: Tract "A", Tract"B", Tract"E" and Tract"F", TechWorks Addition, City of Waterloo,Black Hawk County, Iowa. AND An area 25 feet in even width, parallel with and adjacent to portions of Tract"B" and Tract"E", designated on the plat map for said TechWorks Addition as roadway easement. Temporary Construction Easement: An area 15 feet in even width, parallel with and adjacent to the permanent roadway easement described above.