EASEMENT AGREEMENT

(State of Iowa)

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block
XI. Exhibits

I. DOCUMENT HEADER

1. Parties

This Easement Agreement (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

1. [GRANTOR LEGAL NAME], a [STATE & ENTITY TYPE], whose mailing address is [ADDRESS] (“Grantor”); and
2. [GRANTEE LEGAL NAME], a [STATE & ENTITY TYPE], whose mailing address is [ADDRESS] (“Grantee”).

Grantor and Grantee may be referred to individually as a “Party” and collectively as the “Parties.”

2. Recitals

WHEREAS, Grantor is the fee simple owner of certain real property located in [COUNTY], Iowa, legally described on Exhibit A attached hereto and made a part hereof (the “Burdened Property”); and

WHEREAS, Grantee is the fee simple owner of certain real property located in [COUNTY], Iowa, legally described on Exhibit B attached hereto and made a part hereof (the “Benefitted Property”); and

WHEREAS, Grantee desires to obtain, and Grantor is willing to grant, a [INSERT “perpetual” OR “term-limited”] [EASEMENT TYPE – e.g., access, utility, drainage, conservation] easement over, under, across, and upon a portion of the Burdened Property, as more particularly depicted on Exhibit C (the “Easement Area”), subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

[// GUIDANCE: Attach Exhibits A-C before execution. Exhibits should be survey-grade, recordable documents meeting Iowa County Recorder standards under Iowa Code ch. 558.]

II. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. All references to Sections, Exhibits, or other provisions are to those contained in this Agreement unless otherwise noted.

“Abandonment” – A continuous period of [##] years during which Grantee has failed to use the Easement Area for the Easement Purpose.

“Applicable Law” – All present and future federal, state, and local statutes, ordinances, regulations, and case law governing or affecting this Agreement, including Iowa Code ch. 558 (recording requirements) and any successor provisions.

“Benefitted Property” – As defined in Section 2 of the Recitals.

“Burdened Property” – As defined in Section 2 of the Recitals.

“Default” – As defined in Section VI.1.

“Easement Area” – The strip or parcel of land on, over, under, or across the Burdened Property described on Exhibit C.

“Easement Purpose” – The specific purpose identified in Section III.1 (Grant of Easement).

“Emergency” – A sudden, unforeseen event posing an immediate threat to life, safety, property, or the environment, necessitating prompt corrective action.

“Force Majeure Event” – As defined in Section VII.5.

[// GUIDANCE: Add further definitions as complexity demands. Keep list alphabetical.]

III. OPERATIVE PROVISIONS

1. Grant of Easement

a. Grant. Grantor hereby grants and conveys to Grantee a [non-exclusive / exclusive], [perpetual / term-limited until [DATE]] easement (the “Easement”) over, under, upon, and across the Easement Area for the following Easement Purpose: [DESCRIBE PURPOSE].

b. Rights Included. The Easement includes the right to:
i. Construct, install, operate, inspect, maintain, repair, replace, relocate within the Easement Area, and remove [describe facilities/improvements] (“Improvements”);
ii. Ingress to and egress from the Easement Area via [describe access route or “any existing public right-of-way”]; and
iii. Perform any activity reasonably necessary, incidental, or convenient to accomplish the Easement Purpose in accordance with this Agreement and Applicable Law.

2. Consideration

In consideration of the Easement, Grantee shall pay Grantor the sum of $[AMOUNT] (the “Consideration”) on or before the Effective Date. Failure to timely pay the Consideration constitutes a Default as defined herein.

3. Conditions Precedent

The effectiveness of this Agreement is conditioned upon:
a. Delivery by Grantor of an executed counterpart suitable for recording;
b. Delivery by Grantee of the Consideration; and
c. Recording of this Agreement in the [COUNTY] County Recorder’s Office.

4. Performance Standards & Maintenance

Grantee shall perform all activities within the Easement Area:
a. In a good and workmanlike manner consistent with industry standards;
b. In compliance with Applicable Law, including all environmental, zoning, and safety regulations;
c. So as to minimize disruption to Grantor’s remaining property and operations; and
d. With restoration of any disturbed surface to a condition equal to or better than that existing immediately prior to such activity, reasonable wear and tear excepted.

5. Reservation of Rights by Grantor

Grantor reserves the right to use the Easement Area for any purpose not inconsistent with Grantee’s rights hereunder, including the right to grant additional compatible easements; provided, however, that Grantor shall not unreasonably interfere with Grantee’s Easement Purpose.

6. Insurance

Grantee shall, at its sole cost, maintain insurance meeting or exceeding the following:
a. Commercial General Liability, including contractual liability, with limits of not less than $[AMOUNT] per occurrence;
b. Worker’s Compensation in statutory amounts; and
c. [Add other coverages as necessary].

Policies shall name Grantor as an additional insured, be primary and non-contributory, and waive subrogation against Grantor.

IV. REPRESENTATIONS & WARRANTIES

1. Mutual Representations. Each Party represents and warrants that:
   a. It is duly organized, validly existing, and in good standing under the laws of its state of formation;
   b. It has full power and authority to enter into and to perform this Agreement;
   c. The execution and delivery of this Agreement have been duly authorized by all necessary action; and
   d. This Agreement constitutes a valid and binding obligation enforceable against such Party in accordance with its terms.

2. Grantor’s Additional Representations. Grantor further represents and warrants that:
   a. Grantor holds marketable title to the Burdened Property free of any mortgage, lien, or encumbrance that would prevent or impair the grant of the Easement;
   b. No consent of any third party (other than as disclosed on Schedule 4.2(b)) is required for Grantor to convey the Easement; and
   c. Grantor has not previously granted any easement or right of way over the Easement Area that is inconsistent with the Easement granted herein.

3. Survival. The representations and warranties contained in this Section IV shall survive the recording and delivery of this Agreement for a period of [##] years.

V. COVENANTS & RESTRICTIONS

1. Grantor Covenants. Grantor covenants that:
   a. Grantor will not erect, permit, or suffer any structure or obstruction within the Easement Area that would unreasonably interfere with Grantee’s use;
   b. Grantor will refrain from any activity that could damage the Improvements; and
   c. Grantor will, upon reasonable notice, cooperate with Grantee in obtaining any governmental permits required for the Easement Purpose.

2. Grantee Covenants. Grantee covenants that:
   a. Grantee will comply with all Applicable Law and obtain all necessary permits before commencing any work;
   b. Grantee will maintain the Improvements in good repair;
   c. Grantee will indemnify, defend, and hold harmless Grantor as set forth in Section VII.1; and
   d. Grantee will provide written notice to Grantor at least [##] days prior to commencing any non-emergency work within the Easement Area.

3. Monitoring and Records. Grantee shall keep accurate records of maintenance and repair activities and make such records available to Grantor upon [##] days’ prior written request.

VI. DEFAULT & REMEDIES

1. Events of Default. Any of the following constitutes a “Default”:
   a. Failure by a Party to perform any material covenant, obligation, or duty under this Agreement within [30] days after receipt of written notice thereof;
   b. Non-payment of the Consideration when due;
   c. Bankruptcy, insolvency, or assignment for the benefit of creditors of either Party; or
   d. Abandonment by Grantee of the Easement as defined herein.

2. Notice & Cure. The non-defaulting Party shall deliver written notice specifying the nature of the Default. If not cured within the applicable cure period, the non-defaulting Party may pursue the remedies in Section VI.3.

3. Remedies. Upon a Default, and subject to any limitations expressly set forth in this Agreement, the non-defaulting Party may:
   a. Seek specific performance or injunctive relief;
   b. Terminate this Agreement in whole or in part by recording a termination statement (see Section III.3);
   c. Recover actual damages (subject to Section VII.2); and
   d. Recover reasonable attorneys’ fees and costs incurred in enforcing this Agreement.

[// GUIDANCE: Iowa public policy generally enforces attorneys’ fees provisions when expressly contracted.]

VII. RISK ALLOCATION

1. Indemnification

a. Grantee Indemnity. Grantee shall indemnify, defend, and hold harmless Grantor, its affiliates, and their respective officers, directors, employees, and agents (collectively, “Grantor Indemnitees”) from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
i. Grantee’s use of the Easement Area;
ii. Grantee’s breach of this Agreement; or
iii. Bodily injury (including death) or property damage caused by Grantee or its contractors, employees, or agents.

b. Exclusions. Grantee shall have no obligation to indemnify Grantor for matters caused by the gross negligence or willful misconduct of Grantor Indemnitees.

2. Limitation of Liability

Except for (i) indemnification obligations under Section VII.1 and (ii) liabilities arising from a Party’s gross negligence or willful misconduct, EACH PARTY’S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO DIRECT, ACTUAL DAMAGES ONLY, AND ALL CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARE HEREBY DISCLAIMED.

3. Insurance (See Section III.6)

4. Environmental Matters

Grantee shall be solely responsible for remediation of any contamination of the Easement Area caused by Grantee’s activities, in compliance with Applicable Law.

5. Force Majeure

Neither Party will be liable for failure to perform its obligations (other than payment of money) to the extent such failure results from events beyond its reasonable control, including acts of God, war, terrorism, strikes, or natural disasters (each, a “Force Majeure Event”). The affected Party shall promptly notify the other Party and resume performance as soon as practicable.

VIII. DISPUTE RESOLUTION

1. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Iowa, without regard to its conflict-of-laws rules.

2. Forum Selection. The Parties irrevocably submit to the exclusive jurisdiction of the [DISTRICT COURT OF [COUNTY], STATE OF IOWA] for any suit, action, or proceeding arising out of or relating to this Agreement.

3. Arbitration (Optional).
   [OPTIONAL – DELETE IF NOT APPLICABLE] Any dispute, claim, or controversy arising out of or relating to this Agreement shall, at the election of either Party delivered in writing within [30] days after commencement of litigation, be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the award rendered may be entered in any court having jurisdiction.

4. Jury Trial Waiver (Optional).
   [OPTIONAL – DELETE IF NOT APPLICABLE] EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT.

5. Specific Performance. The Parties acknowledge that monetary damages may be inadequate to protect against breach of this Agreement, and each Party shall be entitled to seek equitable relief, including specific performance and injunctive relief, without the necessity of posting bond.

IX. GENERAL PROVISIONS

1. Amendments & Waivers. No amendment or waiver of any provision of this Agreement is binding unless in writing and executed by the Parties. A waiver applies only to the specific instance so waived and does not operate as a continuing waiver.

2. Assignment. Neither Party may assign, transfer, or encumber its rights or obligations under this Agreement without prior written consent of the other Party, except that Grantee may assign this Agreement to (i) an affiliate, or (ii) a transferee of the Benefitted Property, provided that such assignee assumes Grantee’s obligations herein in writing.

3. Successors & Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.

4. Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder will remain in full force and effect, and the Parties agree to replace the invalid provision with a valid provision that most closely approximates the original intent.

5. Entire Agreement. This Agreement (including its Exhibits and Schedules) constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements or understandings, whether written or oral.

6. Counterparts & Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together constitute one and the same instrument. Signatures delivered by electronic means (e.g., PDF, DocuSign) are deemed originals.

7. Recording. The Parties shall cause this Agreement (and any amendment, assignment, termination, or memorandum thereof) to be recorded in the land records of [COUNTY], Iowa, in accordance with Iowa Code ch. 558.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Easement Agreement to be duly executed as of the Effective Date.

GRANTOR:

[GRANTOR LEGAL NAME]
By: _____
Name: ____
Title: ____
Date: ____

GRANTEE:

[GRANTEE LEGAL NAME]
By: _____
Name: ____
Title: ____
Date: ____

NOTARY ACKNOWLEDGMENTS

[Include Iowa-compliant acknowledgments for each signatory per Iowa Code ch. 9B and ch. 558.]

XI. EXHIBITS

• Exhibit A – Legal Description of Burdened Property
• Exhibit B – Legal Description of Benefitted Property
• Exhibit C – Depiction / Survey of Easement Area
• Schedule 4.2(b) – Required Third-Party Consents (if any)

[// GUIDANCE: Verify legal descriptions against current title commitment; ensure exhibits meet county recorder formatting (e.g., 8.5"x14", margin requirements, typed names under signatures). Iowa requires document and page fees; confirm before recording.]

© [YEAR] [LAW FIRM / AUTHOR]. All rights reserved. This template is provided for informational purposes and must be reviewed and customized by a qualified Iowa attorney prior to use.