EASEMENT AGREEMENT
(Connecticut – Long-Form)
[// GUIDANCE: This template is drafted for a real property easement governed by Connecticut law. It is intentionally comprehensive and contains bracketed placeholders for customization. Delete all guidance comments, unused bracketed options, and any inapplicable provisions before execution.*
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
3.1 Grant of Easement
3.2 Term
3.3 Permitted Uses
3.4 Conditions Precedent - Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
- Exhibits
1. DOCUMENT HEADER
Easement Agreement (this “Agreement”) dated as of [EFFECTIVE DATE] (the “Effective Date”) by and between [GRANTOR NAME], a [STATE OF ORGANIZATION & ENTITY TYPE], having an address at [ADDRESS] (“Grantor”), and [GRANTEE NAME], a [STATE OF ORGANIZATION & ENTITY TYPE], having an address at [ADDRESS] (“Grantee”). Grantor and Grantee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
A. Grantor is the fee simple owner of certain real property situated in the Town of [TOWN], County of [COUNTY], State of Connecticut, more particularly described in Exhibit A attached hereto (the “Servient Parcel”).
B. Grantee desires to obtain, and Grantor is willing to grant, a [TYPE: e.g., non-exclusive, appurtenant] easement over, under, across, and through that portion of the Servient Parcel depicted on Exhibit B (the “Easement Area”) for the purpose(s) set forth herein.
C. The Parties enter into this Agreement for good and valuable consideration, the receipt and sufficiency of which are acknowledged.
NOW, THEREFORE, in consideration of the mutual covenants herein and intending to be legally bound, the Parties agree as follows:
2. DEFINITIONS
For ease of reference, capitalized terms have the meanings set forth below. Defined terms include the singular and plural forms and correlative forms of each defined term.
“Actual Damages” means direct, out-of-pocket damages proven by a preponderance of the evidence, excluding all punitive, special, exemplary, consequential, or speculative damages.
“Affiliate” means, with respect to any person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with such person or entity.
“Easement” has the meaning set forth in Section 3.1.
“Easement Area” has the meaning set forth in Recital B.
“Effective Date” has the meaning set forth in the introductory paragraph.
“Force Majeure Event” has the meaning set forth in Section 7.5.
“Grantor” and “Grantee” have the meanings set forth in the introductory paragraph.
“Indemnified Party” and “Indemnifying Party” have the meanings set forth in Section 7.2.
“Lien” means any mortgage, deed of trust, pledge, security interest, encumbrance, charge, or other lien of any kind.
“Losses” means any and all claims, judgments, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and disbursements).
“Permitted Uses” has the meaning set forth in Section 3.3.
“Servient Parcel” has the meaning set forth in Recital A.
3. OPERATIVE PROVISIONS
3.1 Grant of Easement
Subject to the terms and conditions of this Agreement, Grantor hereby grants, bargains, sells, conveys, and warrants to Grantee a [describe: e.g., perpetual, non-exclusive, appurtenant] easement (the “Easement”) over the Easement Area for the Permitted Uses, together with the right of ingress to and egress from the Easement Area across the Servient Parcel as reasonably necessary to exercise the Easement.
[// GUIDANCE: If the Easement is “in gross” or exclusive, edit accordingly.]
3.2 Term
(a) Perpetual Easement. Unless earlier terminated pursuant to Section 14, the Easement shall be perpetual.
(b) Fixed-Term Easement. [OPTIONAL: If a fixed term is desired, replace subsection (a) with:] The Easement shall commence on the Effective Date and shall continue for [TERM YEARS] years, expiring at 11:59 p.m. Eastern Time on [EXPIRATION DATE], unless earlier terminated pursuant to Section 14.
3.3 Permitted Uses
Grantee may use the Easement Area solely for the following purposes (collectively, the “Permitted Uses”):
1. [e.g., installation, construction, operation, maintenance, repair, replacement, and removal of underground utilities];
2. [vehicular and pedestrian access]; and
3. [any ancillary activities reasonably related to the foregoing].
3.4 Conditions Precedent
(a) Title Review. Within [XX] days after the Effective Date, Grantee may obtain, at its sole cost, a title insurance commitment or abstract for the Servient Parcel. If objections are raised, Grantor shall have [XX] days to cure.
(b) Governmental Approvals. The effectiveness of this Agreement is conditioned upon Grantee’s receipt of all permits and approvals required under applicable law.
4. REPRESENTATIONS & WARRANTIES
4.1 Mutual Representations. Each Party represents and warrants to the other that:
(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;
(b) it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder;
(c) this Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms; and
(d) the execution, delivery, and performance of this Agreement do not violate any contract, law, or court order binding on such Party.
4.2 Grantor’s Additional Representations. Grantor further represents and warrants that:
(a) Grantor is the lawful owner of the Servient Parcel in fee simple and has good and marketable title thereto, free of all Liens except those set forth on Exhibit C (the “Permitted Encumbrances”);
(b) no person other than Grantee has any right to use the Easement Area in a manner that would materially interfere with the Permitted Uses; and
(c) this Agreement, when recorded, will create a valid easement running with title to the Servient Parcel.
4.3 Survival. All representations and warranties shall survive the recordation of this Agreement and shall not be merged therein.
5. COVENANTS & RESTRICTIONS
5.1 Grantor’s Covenants.
(a) Non-Interference. Grantor shall not do, or permit to be done, any act that would materially interfere with Grantee’s enjoyment of the Easement;
(b) Maintenance of Servient Parcel. Grantor shall maintain the Servient Parcel in a manner that does not impede the Permitted Uses;
(c) Notice of Third-Party Claims. Grantor shall promptly notify Grantee of any adverse claim affecting the Easement Area.
5.2 Grantee’s Covenants.
(a) Restoration. Following any work in the Easement Area, Grantee shall restore disturbed portions of the Servient Parcel to substantially the same condition as existed immediately prior to such work, reasonable wear excepted;
(b) Compliance with Laws. Grantee shall, at its sole cost, comply with all applicable federal, state, and local laws, ordinances, regulations, and orders in connection with its use of the Easement Area;
(c) Non-Nuisance. Grantee shall not create a nuisance or permit the escape or release of any Hazardous Materials (as defined under applicable environmental laws).
5.3 Mutual Covenant – Further Assurances. Each Party shall execute and deliver such further documents and take such further actions as may be reasonably requested by the other Party to give effect to the intent of this Agreement.
6. DEFAULT & REMEDIES
6.1 Events of Default. A Party (“Defaulting Party”) shall be in default if:
(a) it fails to perform any material covenant, agreement, or obligation herein and such failure continues uncured for [30] days after written notice from the non-defaulting Party (“Notice of Default”); or
(b) it makes an assignment for the benefit of creditors, admits in writing its inability to pay debts as they come due, or becomes subject to any bankruptcy or insolvency proceeding.
6.2 Remedies.
(a) Specific Performance. Because money damages may be inadequate, the non-defaulting Party shall be entitled to specific performance or injunctive relief, without the necessity of posting bond.
(b) Actual Damages. The non-defaulting Party may recover Actual Damages subject to Section 7.3.
(c) Cumulative Remedies. Remedies are cumulative and not exclusive.
6.3 Cure Period Extension. If the default is not reasonably curable within the initial cure period and the Defaulting Party diligently commences and pursues cure, the cure period shall be extended for up to [60] additional days.
7. RISK ALLOCATION
7.1 Insurance. Grantee shall, at its sole cost, maintain during the Term:
(a) Commercial General Liability insurance with limits of not less than [$1,000,000] per occurrence and [$2,000,000] aggregate, naming Grantor as an additional insured; and
(b) [other coverage, e.g., Workers’ Compensation, Auto Liability].
7.2 Indemnification. To the fullest extent permitted by law, Grantee (“Indemnifying Party”) shall defend, indemnify, and hold harmless Grantor and Grantor’s Affiliates (each, an “Indemnified Party”) from and against any and all Losses arising out of or relating to:
(a) Grantee’s use or occupancy of the Easement Area;
(b) any breach of this Agreement by Grantee; or
(c) the negligence or willful misconduct of Grantee or its agents, employees, contractors, or invitees.
The foregoing indemnity shall survive termination of this Agreement.
7.3 Limitation of Liability. Notwithstanding anything to the contrary, neither Party shall be liable to the other for any punitive, special, consequential, incidental, or indirect damages, and each Party’s aggregate liability arising out of this Agreement shall be limited to Actual Damages.
7.4 Waiver of Subrogation. Each Party waives, and shall cause its insurers to waive, subrogation rights against the other Party to the extent of insurance proceeds received.
7.5 Force Majeure. Neither Party shall be liable for failure or delay in performance (other than monetary obligations) caused by flood, fire, act of God, war, terrorism, governmental action, or any event beyond its reasonable control (“Force Majeure Event”), provided the affected Party gives prompt written notice and resumes performance as soon as practicable.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict-of-laws principles.
8.2 Forum Selection. Each Party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY] County, Connecticut, for any action arising out of or relating to this Agreement.
8.3 Optional Arbitration. [OPTIONAL CLAUSE – include only if desired] Any dispute not resolved by negotiation within [30] days may, upon mutual written consent, be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award may be entered in any court of competent jurisdiction. Nothing in this Section shall limit either Party’s right to seek injunctive relief in accordance with Section 6.2(a).
8.4 Jury Trial Waiver. [OPTIONAL CLAUSE – include only if both Parties agree] EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.
8.5 Attorneys’ Fees. The prevailing Party in any action or arbitration shall be entitled to recover its reasonable attorneys’ fees and costs.
9. GENERAL PROVISIONS
9.1 Recording. Grantor and Grantee shall execute this Agreement (or a memorandum thereof) in recordable form and cause it to be recorded in the Land Records of the Town of [TOWN], Connecticut, in accordance with Conn. Gen. Stat. § 47-10.
9.2 Amendment & Waiver. No amendment or waiver shall be effective unless in a writing signed by each Party. Waiver of a breach shall not be deemed waiver of any other or subsequent breach.
9.3 Assignment; Binding Effect.
(a) Grantee may not assign this Agreement or the Easement, in whole or in part, without Grantor’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. [Insert exceptions for mortgagees, Affiliates, utility successors-in-interest, etc.]
(b) This Agreement shall run with the land and be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
9.4 Severability. If any provision is held invalid or unenforceable, the remainder shall be given effect to the fullest extent permitted by law.
9.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements.
9.6 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, all of which together constitute one instrument. Signatures exchanged by facsimile, PDF, or other electronic means shall be deemed original.
9.7 Notices. All notices shall be in writing and delivered (i) by hand with signed receipt, (ii) by certified mail (return receipt requested, postage prepaid), or (iii) by nationally recognized overnight courier, addressed to the Parties at their addresses set forth above (or such other address as a Party may designate by notice). Notice is deemed given upon receipt or refusal.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Easement Agreement as of the Effective Date.
GRANTOR:
[ENTITY NAME]
By: _____
Name: _____
Title: _______
GRANTEE:
[ENTITY NAME]
By: _____
Name: _____
Title: _______
ACKNOWLEDGMENT – STATE OF CONNECTICUT
State of Connecticut }
County of [__] } ss: [Town] [DATE]
On this ___ day of _, 20, before me, the undersigned, personally appeared [NAME], [title] of [ENTITY NAME], who acknowledged the foregoing instrument to be the free act and deed of such entity and the free act and deed of such individual, and that such individual is duly authorized to sign the same.
Notary Public
My Commission Expires: ____
[// GUIDANCE: Under Conn. Gen. Stat. § 47-5a and § 47-10, deeds and easements must be acknowledged and witnessed by two persons in order to be recorded. Confirm local clerk requirements.]
11. EXHIBITS
Exhibit A – Legal Description of Servient Parcel
Exhibit B – Depiction of Easement Area / Survey
Exhibit C – Permitted Encumbrances
[// GUIDANCE: Attach a metes-and-bounds description or reference to recorded map; include plat or survey with graphic depiction of the Easement Area.]
[END OF DOCUMENT]