HomeMy WebLinkAboutInternational_Paper_-_Early_Access_Agreement_-_4.21.25Docusign Envelope ID: 5B24A265-D40D-4FF2-965A-97E62160AF64
EARLY ACCESS AGREEMENT
This Early Access Agreement (the "Agreement") is entered into as of April 21 , 2025,
by and between the City of Waterloo, Iowa ("City") and International Paper Company (the
"Company").
WHEREAS, City and Company are parties to a development agreement concerning a
project to be undertaken by Company on certain real property legally described and depicted in
attached Exhibit "A" (the "Property"), located in the East Waterloo Unified Urban Renewal and
Redevelopment 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, earth moving and construction
of building footings and foundation. 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 a 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, 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, 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.
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 Company shall promptly
remove from the Property all of its personal property and materials or debris that it has deposited
International Paper - Business Use
Docusign Envelope ID: 5B24A265-D40D-4FF2-965A-97E62160AF64
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 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
DocuSigned by:
By: In t-k-W/IL
International Paper Company
By:
u niiriart, Mayor W. Neely Mallory, IV, Director, Real Estate
Attest:
,,--DocuSigned by:
f
effey terete, City Clerk
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International Paper - Business Use
Docusign Envelope ID: 5B24A265-D40D-4FF2-965A-97E62160AF64
Exhibit "A"
Legal Description
A parcel of land situated in part of the Southwest 1/4 of Section 5, Township 89 North, Range 13
West of the 5th Principal Meridian, City of Waterloo, Black Hawk County, State of Iowa, more
particularly described as follows:
Commencing at the Southwest Corner of said Section 5; thence North 00° (degrees) 36'
(minutes) 39" (seconds) East (assumed bearing for the purpose of this description) on the west
line of the Southwest 1/4 of said Section 5, a distance of 795.59 feet; thence South 89°23'21"
East, 33.00 feet to the intersection of the present northerly right-of-way line of the Canadian
National Railroad and the present easterly right-of-way line of Leversee Road, being the point of
beginning; thence North 00°36'39" East on said easterly right-of-way line, 1,189.64 feet; thence
South 89°08'13" East, 2,368.20 feet to a line that is 684.00 feet northwesterly of and parallel
with the centerline of runway 18/36 and its extension southwesterly; thence South 07°02' 11"
West on said line, 1,258.31 feet to the present northerly right-of-way line of the Canadian
National Railroad; thence North 89°12'44" West on said northerly right-of-way line, 1,535.05
feet; thence westerly on said northerly right-of-way line being a 2,370.51-foot radius curve
concave northerly and having a 423.99-foot long chord bearing North 86°21'44" West, a
distance of 424.56 feet (arc length); thence westerly on said northerly right-of-way line being a
2,557.26-foot radius curve concave northerly and having a 272.51-foot long chord bearing North
80°04'57" West, a distance of 272.63 feet (arc length) to the point of beginning
Containing 2,865,228 square feet or 65.78 acres.
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International Paper - Business Use
Docusign Envelope ID: 5B24A265-D40D-4FF2-965A-97E62160AF64
Exhibit "A" Continued
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International Paper - Business Use