EASEMENT AGREEMENT
[// GUIDANCE: Oregon instruments affecting real property must be executed in recordable form, acknowledged before a notary public, and meet the formatting requirements of the county recording office. Confirm current margin, font-size, and “first-page” data block rules before filing.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Title and Parties
This Easement Agreement (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [GRANTOR LEGAL NAME], a [STATE OF ORGANIZATION & ENTITY TYPE OR “individual”] (“Grantor”), whose mailing address is [ADDRESS], and [GRANTEE LEGAL NAME], a [STATE OF ORGANIZATION & ENTITY TYPE OR “individual”] (“Grantee”), whose mailing address is [ADDRESS].
1.2 Recitals
A. Grantor is the fee simple owner of certain real property located in [COUNTY] County, Oregon, more particularly described in Exhibit A attached hereto (the “Burdened Property”).
B. Grantee desires to obtain, and Grantor desires to grant, a(n) [SELECT: non-exclusive / exclusive] [SELECT: ingress/egress, utility, access, drainage, view, conservation, other] easement across a portion of the Burdened Property, as depicted on Exhibit B (the “Easement Area”).
C. The parties are entering 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 other valuable consideration, the parties agree as follows:
2. DEFINITIONS
The following capitalized terms shall have the meanings indicated below. All section references are to this Agreement unless otherwise stated.
“Actual Damages” – Direct, out-of-pocket damages proven with reasonable certainty, excluding consequential, incidental, punitive, special, or exemplary damages.
“Applicable Law” – All federal, state, county, and local statutes, ordinances, regulations, and judicial orders governing the Easement, including the Oregon Revised Statutes relating to conveyances and recording of real property interests.
“Defaulting Party” – A party that has committed an Event of Default.
“Easement” – The real property interest granted in Section 3.1.
“Easement Area” – The portion of the Burdened Property legally described or depicted on Exhibit B.
“Effective Date” – The date first written above.
“Event of Default” – Any occurrence described in Section 6.1.
“Force Majeure” – Any event beyond a party’s reasonable control as enumerated in Section 7.4.
“Governmental Authority” – Any federal, state, county, municipal, or local agency with jurisdiction.
“Indemnified Parties” – Each party and its Affiliates, owners, directors, officers, employees, agents, successors, and assigns.
“Permitted Uses” – The uses of the Easement Area authorized under Section 3.2.
“Recording Office” – The official recorder for the county in which the Burdened Property is located.
3. OPERATIVE PROVISIONS
3.1 Grant of Easement
Grantor hereby grants, bargains, sells, conveys, and warrants to Grantee, its successors and assigns, a perpetual [or: term-limited], [non-exclusive/exclusive], [type] easement over, under, upon, across, and through the Easement Area (the “Easement”), together with all necessary rights of access to install, use, inspect, repair, maintain, replace, and remove [describe facilities or uses] (collectively, the “Facilities”), subject to the terms of this Agreement.
[// GUIDANCE: If the Easement is term-limited, insert expiration date or triggering event. If perpetual, add termination mechanisms per Section 3.10.]
3.2 Scope and Permitted Uses
a. Grantee may use the Easement Area solely for the following purposes (collectively, the “Permitted Uses”): [list specific activities, e.g., vehicular ingress/egress, pedestrian access, installation of utility lines, etc.].
b. Any use outside the Permitted Uses requires Grantor’s prior written consent, which may be withheld in Grantor’s reasonable discretion.
3.3 Consideration
As consideration for the Easement, Grantee shall pay to Grantor [DOLLAR AMOUNT] on or before the Effective Date, the sufficiency of which the parties acknowledge, together with the mutual covenants herein.
3.4 Conditions Precedent
The obligations of the parties are contingent upon:
(i) Execution and acknowledgment of this Agreement;
(ii) Delivery of evidence of authority for any entity party; and
(iii) Recordation of this Agreement in the Recording Office.
3.5 Construction, Maintenance, and Repair
a. Grantee shall construct and maintain the Facilities in a good and workmanlike manner and in compliance with Applicable Law.
b. Grantee shall restore any disturbed portions of the Burdened Property to a condition [equal to/better than] that existing immediately prior to the disturbance, reasonable wear and tear excepted.
c. Grantor shall not interfere with the Facilities or obstruct the Easement Area. Grantor may engage in uses of the Easement Area that do not materially interfere with the Easement or Facilities.
3.6 Access Rights
Grantee and its invitees may enter the Burdened Property at reasonable times to exercise rights under this Agreement, upon [number] business days’ prior notice to Grantor except in emergencies.
3.7 Insurance
Grantee shall maintain, at its sole cost, commercial general liability insurance with limits of not less than [AMOUNT] per occurrence, naming Grantor as an additional insured.
3.8 Taxes and Assessments
Grantee shall pay any personal property taxes, use fees, or assessments levied against the Facilities. Real property taxes attributable to the underlying land remain Grantor’s responsibility.
3.9 Recording Requirements
a. Grantor and Grantee shall cooperate to record this Agreement (and any subsequent releases or terminations) in the Recording Office promptly after execution.
b. The parties shall comply with Oregon recording formatting rules, including first-page content, sufficient margins, and font sizes as may be amended.
c. The recorded document shall constitute notice to third parties of the Easement.
3.10 Termination and Release
The Easement shall terminate upon the earliest to occur of:
(i) Merger of title in Grantor and Grantee;
(ii) Written release executed by the record owner(s) of both the dominant and servient estates and duly recorded;
(iii) Abandonment as determined under Applicable Law, evidenced by a recorded affidavit of abandonment or judicial decree; or
(iv) [If term-limited] expiration of the Easement term.
Upon termination, Grantee shall record a duly acknowledged quitclaim deed releasing the Easement.
4. REPRESENTATIONS & WARRANTIES
4.1 Mutual Representations
Each party represents and warrants that:
a. It has full power and authority to enter into and perform this Agreement;
b. Execution of this Agreement has been duly authorized;
c. This Agreement constitutes a valid and binding obligation, enforceable against such party; and
d. Its execution and performance will not violate any agreement or Applicable Law.
4.2 Grantor’s Additional Representations
Grantor further represents that:
a. Grantor holds fee simple title to the Burdened Property free of any encumbrances inconsistent with the Easement;
b. No consent of any third party (other than lender or governmental approvals disclosed on Schedule 4.2) is required to grant the Easement; and
c. There are no pending claims or proceedings affecting title to the Burdened Property.
4.3 Survival
All representations and warranties survive the recordation of this Agreement for a period of [X] years or until any claim thereunder is finally resolved, whichever is later.
5. COVENANTS & RESTRICTIONS
5.1 Affirmative Covenants
a. Grantor will defend title to the Easement Area against any lawful claims arising through Grantor.
b. Grantee will maintain the Facilities in compliance with Applicable Law.
c. Each party will notify the other within [number] days of receiving written notice of any governmental action or third-party claim affecting the Easement.
5.2 Negative Covenants
a. Grantor shall not grant any easement, license, or other right inconsistent with the Easement.
b. Neither party shall store hazardous substances in the Easement Area, except for reasonable quantities incidental to construction and maintenance, handled in accordance with Applicable Law.
5.3 Monitoring and Inspection
Grantor may, upon reasonable notice, inspect the Facilities to verify compliance, provided such inspection does not unreasonably interfere with Grantee’s use.
6. DEFAULT & REMEDIES
6.1 Events of Default
An “Event of Default” occurs if a party:
a. Materially breaches this Agreement and fails to cure within [30] days after written notice;
b. Makes a fraudulent misrepresentation under this Agreement;
c. Files for bankruptcy or has a receiver appointed for substantially all of its assets.
6.2 Cure Period
If the Defaulting Party commences a cure within the notice period and diligently pursues such cure, the cure period is extended an additional [30] days, provided no emergency or material safety issue exists.
6.3 Remedies
Upon an Event of Default, the non-defaulting party may:
a. Seek specific performance, injunctive relief, or declaratory judgment;
b. Recover Actual Damages (subject to Section 7.2);
c. Recover reasonable attorneys’ fees and costs;
d. Pursue any other remedy available at law or in equity, subject to Section 8 (Dispute Resolution).
7. RISK ALLOCATION
7.1 Indemnification
Each party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party and the Indemnified Parties from and against any third-party claims, liabilities, losses, or expenses (including reasonable attorneys’ fees) arising out of:
(i) The Indemnifying Party’s negligence or willful misconduct;
(ii) Breach of this Agreement; or
(iii) Violation of Applicable Law,
except to the extent caused by the negligence or willful misconduct of the Indemnified Parties.
7.2 Limitation of Liability
Except for indemnification obligations, fraud, or willful misconduct, neither party shall be liable to the other for any damages other than Actual Damages. Consequential, incidental, punitive, special, or exemplary damages are expressly waived.
7.3 Insurance (Supplemental)
Each party shall furnish certificates of insurance evidencing required coverages within [10] days after the Effective Date and at each policy renewal.
7.4 Force Majeure
Neither party is liable for delay or failure to perform caused by acts of God, flood, fire, earthquake, war, terrorism, labor disputes, government action, or other events beyond its reasonable control, provided the affected party promptly notifies the other and resumes performance as soon as practicable.
8. DISPUTE RESOLUTION
8.1 Governing Law
This Agreement is governed by the real property and contract laws of the State of Oregon, without regard to conflict-of-law rules.
8.2 Forum Selection
Subject to Section 8.3 (Arbitration), any suit, action, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts of [COUNTY] County, Oregon.
8.3 Arbitration (Optional)
[OPTIONAL – DELETE IF NOT ELECTED]
At either party’s election, disputes shall be resolved by binding arbitration administered by [arbitration forum] under its then-current rules. The seat of arbitration shall be [CITY], Oregon. Judgment on the award may be entered in any court of competent jurisdiction.
8.4 Jury Trial Waiver (Optional)
[OPTIONAL – DELETE IF NOT ELECTED]
EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.
8.5 Specific Performance
The parties acknowledge that monetary damages may be an inadequate remedy for breach of this Agreement and agree that specific performance and injunctive relief are appropriate remedies.
9. GENERAL PROVISIONS
9.1 Amendments and Waivers
No amendment or waiver is effective unless in writing and signed by the party against whom enforcement is sought. A waiver on one occasion is not a waiver of any subsequent breach.
9.2 Assignment
Grantee may assign this Agreement to a successor-in-interest to the dominant estate without Grantor’s consent. Any other assignment requires Grantor’s prior written consent, which shall not be unreasonably withheld. This Agreement binds and benefits the parties and their respective successors and permitted assigns.
9.3 Severability
If any provision is invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to achieve the parties’ intent and remain enforceable.
9.4 Entire Agreement
This Agreement, together with all exhibits and schedules, constitutes the entire agreement between the parties regarding the Easement and supersedes all prior agreements or understandings, written or oral.
9.5 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures transmitted electronically or by facsimile are binding and effective.
9.6 Notice
All notices shall be in writing and deemed given when delivered (i) by hand against receipt, (ii) by nationally recognized overnight courier, or (iii) three business days after deposit in certified U.S. Mail, return receipt requested, to the addresses set forth in Section 1.1 or such other address as a party designates by notice.
9.7 Further Assurances
Each party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Easement Agreement as of the Effective Date.
GRANTOR:
[GRANTOR LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________
GRANTEE:
[GRANTEE LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________
NOTARY ACKNOWLEDGMENT – GRANTOR
State of Oregon )
County of ____ ) ss.
On this _ day of _, 20__, before me, the undersigned notary public, personally appeared [NAME], [TITLE] of [GRANTOR], who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument, and acknowledged that he/she executed the same in the authorized capacity, and that by his/her signature on the instrument the entity upon behalf of which the person acted executed the instrument.
Witness my hand and official seal.
Notary Public for Oregon
My Commission Expires: ____
NOTARY ACKNOWLEDGMENT – GRANTEE
State of Oregon )
County of ____ ) ss.
On this _ day of _, 20__, before me, the undersigned notary public, personally appeared [NAME], [TITLE] of [GRANTEE], who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument, and acknowledged that he/she executed the same in the authorized capacity, and that by his/her signature on the instrument the entity upon behalf of which the person acted executed the instrument.
Witness my hand and official seal.
Notary Public for Oregon
My Commission Expires: ____
EXHIBIT A
(Legal Description of Burdened Property)
EXHIBIT B
(Depiction/Survey of Easement Area)
[// GUIDANCE: Attach a metes-and-bounds legal description or survey drawing reviewed by a licensed surveyor. Confirm that the Easement Area is sufficiently specific to satisfy Oregon statute of frauds and recording standards.]