HomeMy WebLinkAboutInternational Paper Company - Easement Agreement - 5.18.2026Preparer: Austin J. McMahon, Lange & McMahon, PLC, 222 PS' St. E., Independence, IA 50644 (319) 334-4488
Return To: International Paper Company, Attn: Real Estate Director, 6400 Poplar Avenue, Memphis, TN 38197
EASEMENT AGREEMENT
This Easement Agreement (the "Agreement") is entered into as of 1",?1J71c,
by and between the City of Waterloo, Iowa ("Grantor") and International aper Company
("Grantee").
1. Grant of Easements. 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, its
employees, contractors, and agents, and Grantee does hereby accept, an easement (the
"Easement") in, upon, over, across, and beneath the real estate (the "Easement Premises")
depicted and described in the Plat of Railroad Easement attached hereto as Exhibit A. In
connection with activities for construction, repair, maintenance, and removal of the rail bed
and rail spur facilities (collectively, the "Rail Facilities"), Grantor does further grant to
Grantee, its employees, contractors and agents, a temporary easement in, upon, over, across,
and beneath such areas of Grantor's property as adjoin the Easement Premises and as may be
reasonably necessary for such activities (the "Temporary Easement Premises"). Grantee
shall submit proposed plans or drawings setting forth the Rail Facilities to the Grantor, and
upon Grantor's approval, said plans or drawings shall be designated as and become Exhibit B
to this Agreement.
2. Purpose. The Easement Premises is intended for use as a railroad spur and
railroad crossing. The Easement Premises shall not be used for any other purpose without the
prior written consent of Grantor. It is the intention of the parties that Grantee shall assume all
responsibility for the construction, repair, maintenance, operation, and removal of the Rail
Facilities in connection with the Easements granted hereunder, and that Grantor shall have no
liability relating to the Rail Facilities or the Easements.
3. Grantor Duties. Grantor shall deliver possession of the Easement Premises to
Grantee, "as is, where is", without any representation or warranty as to the condition of the
Easement Premises or the suitability of same for the Rail Facilities or any related purposes.
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.
4. Easement Conditions. Grantee agrees that its acceptance of the Easement and
the Easement Premises is subject to each and all of the following terms, conditions, covenants,
and restrictions, which are covenants running with the land:
a. Grantee will construct, maintain, repair, operate and remove the Rail
Facilities on the Easement Premises in accordance with all federal, state and local
laws and regulations, and a standard of reasonable care. Grantee acknowledges
and agrees that its rights of use with respect to the Easement Premises and the
Temporary Easement Premises are not exclusive.
b. Grantor is under no obligation whatsoever to maintain the Easement
Premises or the Temporary Easement Premises in any particular state or
condition.
c. Grantee shall solely bear all responsibility, cost, and expense for design,
construction, repair, maintenance, operation, removal, and any other work
relating in any way to the Easement, the Easement Premises, and the Rail
Facilities, including but not limited to special snow -removal requirements for
operation of the Rail Facilities and maintenance of insurance covering the Rail
Facilities and related improvements on the Easement Premises and any activities
of Grantee, the railroad, or the employees, contractors or agents of either of
them. Notwithstanding the foregoing, the design of all improvements is subject
to advance review and approval of Grantor, which shall not be unreasonably
withheld, conditioned or delayed. Responses from Grantor for any such design
elements shall be given within fifteen (15) days of receipt. Upon removal of the
Rail Facilities and related improvements, Grantee shall restore the condition of
the Easement Premises to its original condition, and Grantee shall provide
Grantor with plans and other relevant documents or information reasonably
requested by Grantor regarding said restoration.
d. Grantee shall not knowingly cause or permit any Hazardous Substance
(defined below) to be brought upon, kept, or used in or about the Easement
Premises or the Temporary Easement Premises in violation of applicable law by
its employees, contractors, or agents. If Grantee breaches such obligation, or if
contamination of the Easement Premises from Hazardous Substances is caused or
contributed to by the acts or omissions of Grantee, its officers, directors,
employees, contractors, or agents (a "Breaching Party") or otherwise occurs for
which the Breaching Party is legally liable, then the Grantee shall indemnify,
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defend, and hold Grantor harmless as provided in paragraph 4(e) below. Without
limiting the foregoing, if the presence of any Hazardous Substance caused or
permitted by the Breaching Party results in any contamination of the Easement
Premises or the Temporary Easement Premises, Grantee shall promptly notify
Grantor of such contamination and shall, at its sole expense, take all actions as are
necessary to return the contaminated area to the condition existing prior to the
introduction of any such Hazardous Substance; provided that Grantee shall first
obtain Grantor's approval of any such action. For purposes of this Agreement,
"Hazardous Substances" means any hazardous, toxic, dangerous or extremely
dangerous substance, material or waste, which is or becomes regulated by the
United States government, the State of Iowa, or any local governmental entity,
and shall include, without limitation, any flammables, explosives, radioactive
materials, hazardous materials, hazardous waste, hazardous or toxic substances or
related materials defined in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, the Hazardous Materials
Transportation Act, as amended, the Resource Conservation Recovery Act, as
amended, and/or the regulations promulgated pursuant thereto.
e. Grantee shall defend, indemnify and hold Grantor harmless from and against
any and all claims, demands, causes of action, costs, expenses or liabilities of any
type or nature whatsoever, including but not limited to reasonable attorneys' fees
and expenses, (each of the foregoing is a "Claim") arising from or in connection
with the Rail Facilities, Grantee's use or occupation of the Easement Premises or
the Temporary Easement Premises, or the activities of Grantee, its directors,
officers, shareholders, employees, contractors or agents, in, upon or about the
Easement Premises or the Temporary Easement Premises. Grantee further agrees
to reimburse Grantor for any costs or expenses, including but not limited to court
costs and reasonable attorneys' fees, which Grantor may incur in reviewing,
investigating, handling, responding to, or litigating any Claim.
5. Term of Easement; Termination. The Easement shall commence on the date of
this Agreement and shall continue in force and effect for so long as the Rail Facilities are in use.
For its term, the Easement shall run with the land for the benefit of Grantee, its successors in
interest and future owners of its real property abutting the Easement Premises. If Grantee
abandons the Rail Facilities or fails to use them for a period of twelve (12) months or more, then,
at Grantor's option, Grantor may terminate this Agreement and thereby terminate the Easement
and all of Grantee's related rights of use in and to the Easement Premises and the Temporary
Easement Premises. Abandonment shall be presumed if Grantee has not filed with the office of
the City Engineer a notice of continued use within sixty (60) days after Grantor's written request
for same. Grantee's continued use shall be established upon filing of such notice, without regard
to whether Grantee has in fact continued to use the Rail Facilities. Grantor shall deliver to
Grantee a written notice of Grantor's intent to terminate this Agreement and permit Grantee a
period of sixty (60) days from the date of delivery of the notice in which to provide written
notice to Grantor of non -abandonment, and absent such action by Grantee, Grantor may file in
the public land records of Black Hawk County, Iowa, a notice of termination hereof. Following
3
termination, Grantor may remove the Rail Facilities and retain or dispose of same without
incurring any liability to Grantee for damages, compensation, or otherwise.
6. Notices. Any notices hereunder shall be in writing and shall be delivered via
certified mail, postage prepaid, and addressed as follows, unless a party later provides notice of
an address change in the manner set forth in this Section:
If to Grantor: City of Waterloo, Iowa
Attn: City Engineer
715 Mulberry Street
Waterloo, IA 50703
With a copy to: City of Waterloo, Iowa
Attn: City Attorney
715 Mulberry Street
Waterloo, IA 50703
If to Grantee: International Paper Company
Attn: Real Estate Director
6400 Poplar Avenue
Memphis, TN 38197
With a copy to: International Paper Company
Attn: Holly Holt, Legal Department
6400 Poplar Avenue
Memphis, TN 38197
Notice shall be deemed given on the date of mailing if done by certified mail, or
otherwise on the date actual notice is received. Nothing contained herein shall prevent other forms
of notice if actually received by the addressee.
7. Survival. The indemnity provisions of this Agreement shall survive the
termination of this Agreement.
8. Miscellaneous Provisions. This Agreement is binding upon and shall inure to the
benefit of the parties and their respective successors, assigns, and future property owners. 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. Time is of the essence. This Agreement may be executed in counterparts, each of
which shall be an original and all of which shall constitute one and the same instrument.
4
IN WITNESS WHEREOF, the parties have executed this Easement Agreement by
their duly authorized representatives as of the date first set forth above.
INTERNATIONAL PAPER COMPANY
Name: WNi1 M&I L 1 I
Title: INitclor, GL(34.9
Cskcse St rvtt(JaS
CITY OF WATERLOO, IOWA
By:
David Boesen, Mayor
Attest:
Kelley Felc , City Clerk
STATE OF 7;:ine�$e(' )
) ss.
e I %y COUNTY )
This record was acknowledged before me on 6,
1
I ( l)Z t, , by
\Ai att ly i'll io -y 1 1/ as D'.eci ; ly,1, 4,( k'J G4. vrc.e S of
International Paper Company.
STATE OF IOWA )
) ss.
BLACK HAWK COUNTY )
This record was acknowledged before me on
and Kelley Felchle, as Mayor and City Clerk, respectively,
P"tLEANN M EVEN
° COMMISSION NO. 731693
'W *" MY C M ISS ON EXP$S
5
q c, by David Boesen
e City of Waterloo, Iowa.
i;Bc^•t:; `, .J. Ni.,..,.',:' Ul,.A.�
Index Legend
Location
Description:
Requestor:
Proprietor:
Surveyor:
Lots 13 and 14 & Tract "K"
Midport America Park Plat No.2
Waterloo, Iowa
City of Waterloo
City of Waterloo
Surveyor
Company:
Return To:
William W. Castle
City of Waterloo Engineering Department
715 Mulberry Street, Waterloo, IA 50703
715 Mulberry St, Waterloo, IA 50703 291-4312
Exhibit "A"
Plat of Railroad Easement
Lots 13 and 14 and Tract "K'; Midport America Park Plat Nc.2
City of Waterloo, Black Hawk County, Iowa
Railroad Easement Description:
An easement for the construction, operation, and maintenance of a private railroad line over, under, upon, and across
those portions of Lots 13 and 14 and Tract "K" of Midport America Park Plat No.2, City of W 3terloo, Black Hawk
County, State of Iowa, described as follows:
Beginning at the Southwest corner of Lot 14;
thence North 89°12'25" West along the Southern most line of Tract "K", 100.15 feet to the VIest line of Tract "K", said
line also being the East line of Parcel "K" of the Southeast Quarter of Section 5, Township 89 North, Range 13 West;
thence North 06°51'18" East along the common line 145.90 feet to the Southeast corner of a 15-foot Airport Fence
Maintenance Easement;
thence South 83°20'12" East 1,418.60 feet to a point on the South line of Lot 13 that is 216 feet west of the
Southeastern most corner of Lot 13;
thence North 89°12'25" West along the South lines of Lots 13 and 14 1,326.42 feet to the Pcint of Beginning
containing 103,486 square feet (2.376 acres).
The South lines of Lots 13 and 14, Midport America Park Plat No.2 is assumed to bear North 89°12'25" West for this
survey.
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O o WILLIAM 06
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us oO CASTLE o rn
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I hereby certify that this surveying document was prepared
and the related survey work was performed by me or under
my direct personal supervision and that I am a duly licensed
Land Syrveyor u/tder the laws of the State of Iowa.
I/7.( J?p,z4,
William W. Castle, PLS Date
License Number 19715
My License Renewal Date is December 31, 2025.
Pages or sheets covered by this seal :
Survey Notes:
1. The Bearings shown on this survey are derived from GPS observations
using the Iowa State Plane Coordinate System, North Zone, NAD 83
(2011).
2. All dimensions are in US Survev feet and decimals thereof.
3. Easement area: 406,620 square feet (9.33 acres)
City of Waterloo Engineering Department
715 Mulberry Street, Waterloo, Iowa 50703
Phone: (319) 291-4312 Fax: (319) 291-4262
Drawn By: WWC Scale:
Field Work Date:
Date Drawn:1-20-2026
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