EASEMENT AGREEMENT
(State of Alabama)
TABLE OF CONTENTS
- Document Header
- Definitions
- Grant of Easement
- Scope of Easement Rights & Uses
- Maintenance, Repair & Access Allocation
- Consideration & Payment Terms
- Representations & Warranties
- Covenants & Restrictions
- Insurance Requirements
- Risk Allocation
10.1 Indemnification
10.2 Limitation of Liability - Term & Termination
- Default & Remedies
- Dispute Resolution
- Recording; Further Assurances
- General Provisions
- Execution Block
1. DOCUMENT HEADER
This Easement Agreement (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
A. [GRANTOR NAME], a [ENTITY TYPE] organized under the laws of the State of [STATE] with its principal address at [ADDRESS] (“Grantor”); and
B. [GRANTEE NAME], a [ENTITY TYPE] organized under the laws of the State of [STATE] with its principal address at [ADDRESS] (“Grantee”).
Grantor and Grantee may be referred to herein individually as a “Party” and collectively as the “Parties.”
Recitals
WHEREAS, Grantor is the fee simple owner of certain real property located in [COUNTY], Alabama, more particularly described in Exhibit A attached hereto and incorporated herein by reference (the “Servient Estate”);
WHEREAS, Grantee desires to acquire from Grantor a[n] [EASEMENT TYPE] easement for the purpose of [EASEMENT PURPOSE] over, across, under, and/or upon the portion of the Servient Estate legally described in Exhibit B (the “Easement Area”); and
WHEREAS, Grantor is willing to grant such easement upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
2. DEFINITIONS
For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Terms defined in the singular include the plural and vice-versa.
“Affected Party” means the Party whose performance is prevented or delayed by a Force Majeure Event.
“Applicable Law” means all federal, state, county, and local statutes, ordinances, rules, regulations, and orders applicable to the Easement, including, without limitation, Alabama real property statutes governing conveyancing and recording.
“Easement” means the non-exclusive, perpetual (unless otherwise terminated pursuant hereto), appurtenant easement granted by Grantor to Grantee under Section 3.1.
“Easement Area” has the meaning set forth in the Recitals and as legally described in Exhibit B.
“Force Majeure Event” has the meaning set forth in Section 10.3.
“Maintenance Activities” means all activities reasonably necessary to inspect, repair, replace, and maintain the Improvements located within the Easement Area.
“Permitted Encumbrances” means those liens, easements, rights-of-way, covenants, conditions, reservations, and restrictions of record as of the Effective Date that do not materially interfere with Grantee’s use of the Easement.
“Specific Performance Relief” means injunctive relief, temporary restraining orders, or decrees of specific performance as further provided in Section 12.4.
[// GUIDANCE: Insert additional defined terms in alphabetical order as needed. Cross-check all defined terms for consistency.]
3. GRANT OF EASEMENT
3.1 Grant. Subject to the terms and conditions of this Agreement, Grantor hereby grants, conveys, and warrants to Grantee a [perpetual / term-limited] non-exclusive easement (“Easement”) over, across, under, and upon the Easement Area for the purposes of installing, constructing, operating, maintaining, repairing, replacing, and accessing the Improvements described in Section 4.1.
3.2 Appurtenance and Running with the Land. The Easement is appurtenant to Grantee’s parcel described in Exhibit C (the “Dominant Estate”) and shall run with and bind the Servient Estate for the benefit of the Dominant Estate and Grantee’s successors and assigns.
3.3 Subordination and Priority. Grantor shall, upon request, obtain and deliver to Grantee commercially reasonable subordination, non-disturbance, and attornment agreements (“SNDAs”) from any lender or superior interest holder whose lien could otherwise extinguish or impair the Easement.
4. SCOPE OF EASEMENT RIGHTS & USES
4.1 Authorized Uses. Grantee may:
(a) install, construct, operate, inspect, maintain, repair, upgrade, and replace [DESCRIBE IMPROVEMENTS, e.g., utilities, driveways, drainage facilities] (collectively, the “Improvements”);
(b) conduct Maintenance Activities; and
(c) engage in any activities reasonably necessary or incidental to the foregoing.
4.2 Use Limitations. Grantee shall not:
(a) unreasonably interfere with Grantor’s use of the Servient Estate outside the Easement Area;
(b) store hazardous materials in violation of Applicable Law; or
(c) expand the Easement Area without Grantor’s prior written consent, except as expressly provided herein.
4.3 Grantor Reserved Rights. Grantor reserves the right to use and enjoy the Easement Area, provided such use does not materially interfere with Grantee’s rights under this Agreement. Grantor may relocate the Easement Area at its sole cost and expense upon Grantee’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.
5. MAINTENANCE, REPAIR & ACCESS ALLOCATION
5.1 Grantee Responsibility. Grantee shall, at its sole cost, keep the Improvements in good order and repair, perform all Maintenance Activities, and restore any disturbed portions of the Servient Estate to a condition reasonably comparable to that existing immediately prior to the disturbance.
5.2 Access. Grantor grants to Grantee reasonable ingress and egress over Grantor’s adjoining lands for the purpose of exercising Grantee’s rights hereunder, subject to reasonable prior notice (except in emergencies) and Grantor’s safety and security protocols.
6. CONSIDERATION & PAYMENT TERMS
6.1 Easement Consideration. As consideration for the Easement, Grantee shall pay Grantor the sum of [CONSIDERATION AMOUNT] (“Easement Fee”) within [NUMBER] business days after the Effective Date.
6.2 Taxes & Assessments. Grantee shall be responsible for any personal property taxes or assessments levied against the Improvements. Real property taxes on the Servient Estate shall remain the obligation of Grantor.
[// GUIDANCE: If periodic rent or additional compensation applies, insert detailed payment schedule, late-fee structure, and default interest rate.]
7. REPRESENTATIONS & WARRANTIES
7.1 Mutual Representations. Each Party represents and warrants that:
(a) it is duly organized, validly existing, and in good standing under the laws of its formation;
(b) it has full power and authority to enter into and perform this Agreement; and
(c) this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms.
7.2 Grantor Additional Representations. Grantor further represents and warrants that:
(a) Grantor is the fee simple owner of the Servient Estate, subject only to the Permitted Encumbrances;
(b) no litigation or condemnation proceeding is pending or, to Grantor’s knowledge, threatened that would adversely affect the Easement; and
(c) Grantor has not previously conveyed any easement or right that would conflict with or prevent the full enjoyment of the Easement granted herein.
7.3 Survival. The representations and warranties set forth in this Section 7 shall survive the execution and delivery of this Agreement and the recording of the Easement.
8. COVENANTS & RESTRICTIONS
8.1 Compliance with Law. Each Party shall comply with all Applicable Law in connection with its obligations hereunder.
8.2 Environmental Covenants. No Party shall bring or permit the introduction of Hazardous Substances (as defined by Applicable Law) onto the Easement Area, except in de minimis quantities customary for permitted uses and in compliance with Applicable Law.
8.3 Notice & Cure. If either Party becomes aware of a violation of this Agreement or Applicable Law related to the Easement, such Party shall provide written notice to the other Party. The breaching Party shall have [30] days (or such shorter period as may be reasonable in light of an imminent threat to health, safety, or property) to cure the breach.
9. INSURANCE REQUIREMENTS
9.1 Grantee Coverage. Grantee shall maintain, at its sole cost:
(a) Commercial General Liability Insurance with limits of not less than $[AMOUNT] per occurrence;
(b) Worker’s Compensation Insurance as required by Applicable Law; and
(c) [Builder’s Risk / Property Insurance] covering the Improvements, if and when constructed.
9.2 Grantor Coverage. Grantor shall maintain property insurance on the Servient Estate in commercially reasonable amounts.
9.3 Certificates. Each Party shall, upon request, furnish the other Party with certificates evidencing the required coverages and providing for at least [30] days’ prior notice of cancellation or material reduction in coverage.
10. RISK ALLOCATION
10.1 Indemnification
(a) By Grantor. Grantor shall indemnify, defend, and hold harmless Grantee, its affiliates, and their respective directors, officers, employees, and agents (collectively, “Grantee Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) (“Claims”) to the extent arising out of (i) Grantor’s breach of this Agreement, or (ii) the negligence or willful misconduct of Grantor or its agents in the Easement Area.
(b) By Grantee. Grantee shall indemnify, defend, and hold harmless Grantor, its affiliates, and their respective directors, officers, employees, and agents (collectively, “Grantor Indemnitees”) from and against any and all Claims to the extent arising out of (i) Grantee’s breach of this Agreement, or (ii) the negligence or willful misconduct of Grantee or its agents in the Easement Area.
10.2 Limitation of Liability
Except for (i) a Party’s indemnification obligations under Section 10.1, (ii) damages arising from a Party’s gross negligence or willful misconduct, or (iii) a Party’s failure to maintain required insurance, each Party’s aggregate liability under this Agreement shall be limited to actual, direct damages and shall not, in any circumstance, include consequential, incidental, special, punitive, or exemplary damages.
10.3 Force Majeure
A “Force Majeure Event” includes acts of God, flood, fire, explosion, war, terrorism, civil commotion, governmental action, pandemics, or any other cause beyond the reasonable control of the Affected Party. Performance shall be excused for the duration of the Force Majeure Event, provided the Affected Party uses commercially reasonable efforts to mitigate its effects.
11. TERM & TERMINATION
11.1 Term. The Easement shall commence on the Effective Date and shall continue [in perpetuity / for a term of ___ years] unless terminated earlier in accordance with this Section 11.
11.2 Termination Events. This Agreement and the Easement may be terminated:
(a) by mutual written agreement of the Parties, duly recorded;
(b) upon abandonment of the Easement by Grantee, as evidenced by a written release recorded in the public records of [COUNTY] County, Alabama;
(c) upon merger of title such that the Dominant Estate and the Servient Estate come under common ownership;
(d) by expiration of the term specified in Section 11.1, if applicable; or
(e) upon condemnation or governmental taking of substantially all of the Easement Area.
11.3 Recording of Termination. Upon the occurrence of any termination event, the Party in favor of which termination occurs shall promptly execute and record in the Office of the Judge of Probate of [COUNTY] County, Alabama, a Release and Termination of Easement in recordable form.
[// GUIDANCE: Alabama recording statutes require proper acknowledgment or attestation by two witnesses for recordation. Incorporate local counsel confirmation.]
12. DEFAULT & REMEDIES
12.1 Events of Default. A Party is in default if it:
(a) fails to pay any monetary obligation within [10] days after written notice of non-payment;
(b) fails to perform any non-monetary obligation within [30] days after written notice, or if such cure reasonably requires more than [30] days, fails to commence and diligently pursue cure to completion; or
(c) files bankruptcy or is adjudicated insolvent.
12.2 Remedies. Upon an Event of Default, the non-defaulting Party may, in addition to any other remedies available at law or in equity:
(a) pursue Specific Performance Relief;
(b) perform the defaulting Party’s obligations and seek reimbursement; and
(c) recover actual damages in accordance with Section 10.2.
12.3 Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement is entitled to reimbursement of its reasonable attorneys’ fees and costs.
12.4 Equitable Relief. The Parties acknowledge that monetary damages may be inadequate for breach of certain obligations herein, and each Party therefore consents to the granting of injunctions, temporary restraining orders, and decrees of specific performance as appropriate, without requirement of posting a bond to the extent permitted by law.
13. DISPUTE RESOLUTION
13.1 Governing Law. This Agreement is governed by and construed in accordance with the real property laws of the State of Alabama, without regard to conflicts-of-law principles.
13.2 Forum Selection. Each Party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY] County, Alabama, for any suit, action, or proceeding arising out of or relating to this Agreement.
13.3 Arbitration (Optional). [SELECT ONE:
(a) The Parties agree that any dispute arising under this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, held in [CITY], Alabama. The arbitrator shall have authority to issue equitable relief consistent with Section 12.4. OR
(b) The Parties decline arbitration and will resolve disputes exclusively in the state courts identified in Section 13.2.]
13.4 Jury Trial Waiver (Optional). [EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING UNDER OR RELATING TO THIS AGREEMENT.]
14. RECORDING; FURTHER ASSURANCES
14.1 Recording. The Parties shall cause this Agreement (or a memorandum thereof in recordable form) to be recorded in the Office of the Judge of Probate of [COUNTY] County, Alabama. The recording fees and any documentary or transfer taxes shall be paid by [PARTY RESPONSIBLE].
14.2 Further Assurances. Each Party shall, at its own cost (except as otherwise provided), execute and deliver such additional documents and take such further actions as may be reasonably necessary to give full effect to this Agreement and to perfect and protect the Easement.
[// GUIDANCE: Recording is essential to protect against subsequent purchasers or encumbrancers under Alabama law. Confirm legal descriptions are survey-grade.]
15. GENERAL PROVISIONS
15.1 Amendment; Waiver. No amendment or waiver of any provision of this Agreement is effective unless it is in writing and signed by the Party against whom enforcement is sought. A waiver of any breach is not a waiver of any other breach.
15.2 Assignment. Grantee may assign this Agreement and the Easement to (a) any successor owner of the Dominant Estate, or (b) an affiliate or financing entity, provided the assignee assumes all obligations herein. Grantor may not assign its obligations without Grantee’s prior written consent, except in connection with a sale of the Servient Estate to a bona fide purchaser subject to this Agreement.
15.3 Successors & Assigns. This Agreement is binding upon and shall inure to the benefit of the Parties and their respective permitted successors and assigns.
15.4 Severability. If any provision is held unenforceable, the remaining provisions shall remain in full force, and the unenforceable provision shall be reformed to the minimum extent necessary to render it enforceable while preserving the Parties’ original intent.
15.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements.
15.6 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original and all of which together constitute one instrument. Signatures transmitted electronically or by facsimile shall be deemed original signatures for all purposes.
15.7 Notices. All notices must be in writing and delivered by (a) certified U.S. mail, return receipt requested, (b) nationally recognized overnight courier, or (c) personal delivery with proof of receipt, to the addresses set forth in the preamble (or such other address as either Party may designate by notice). Notices are deemed delivered upon receipt.
16. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Easement Agreementas of the Effective Date.
GRANTOR:
[GRANTOR NAME]
a [ENTITY TYPE]
By: _____
Name: _____
Title: ______
Date: _______
GRANTEE:
[GRANTEE NAME]
a [ENTITY TYPE]
By: _____
Name: _____
Title: ______
Date: _______
STATE OF ALABAMA )
COUNTY OF [COUNTY] )
I, ____, a Notary Public in and for said State and County, hereby certify that ____, whose name is signed to the foregoing Easement Agreement and who is known to me (or whose identity has been satisfactorily proven), acknowledged before me on this day that, being informed of the contents of the instrument, he/she executed the same voluntarily for and as the act of said [GRANTOR NAME / GRANTEE NAME].
GIVEN under my hand and official seal this _ day of __, 20__.
Notary Public
My commission expires: ____
[// GUIDANCE: Alabama permits recordation upon acknowledgment by a notary or attestation by two witnesses. If a notary is unavailable, replace the acknowledgment block with two witness attestations.]
EXHIBIT A
(Legal Description of Servient Estate)
[INSERT FULL LEGAL DESCRIPTION]
EXHIBIT B
(Legal Description of Easement Area)
[INSERT SURVEY‐GRADE LEGAL DESCRIPTION OR METES & BOUNDS]
EXHIBIT C
(Legal Description of Dominant Estate)
[INSERT FULL LEGAL DESCRIPTION]
[// GUIDANCE TO PRACTITIONER:
1. Confirm all legal descriptions with a licensed surveyor.
2. Verify current Alabama recording fees and any documentary tax requirements.
3. Tailor insurance limits, cure periods, and indemnity scope to client risk tolerance.
4. Where a term easement is desired, ensure term aligns with intended financing or development schedules.
5. If the Easement may affect wetlands, floodplains, or endangered species habitat, incorporate environmental compliance covenants and obtain any necessary permits prior to construction.
6. For utility easements involving public utility commissions, cross-check regulatory approval requirements.
7. When the Servient or Dominant Estates are owned by married individuals, confirm spousal joinder or release in accordance with Alabama homestead laws.]