DRAFT – [EASEMENT AGREEMENT]

(Rhode Island – Long-Form Template)
[// GUIDANCE: This is a comprehensive, senior-level form suitable for immediate attorney use. Customize bracketed terms, delete inapplicable options, and conform exhibits/drawings prior to execution and recording.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Grant & Scope of Easement
IV. Consideration; Recording Obligations
V. Representations & Warranties
VI. Covenants & Restrictions
VII. Default; Remedies
VIII. Risk Allocation
IX. Dispute Resolution
X. General Provisions
XI. Execution & Notarization

I. DOCUMENT HEADER

EASEMENT AGREEMENT (this “Agreement”) is made effective as of [Effective Date] (the “Effective Date”) by and between:

1. [Grantor Legal Name], a [State & Entity Type], having an address at [Address] (“Grantor”); and
2. [Grantee Legal Name], a [State & Entity Type], having an address at [Address] (“Grantee”).

(Grantor and Grantee each a “Party,” and collectively the “Parties.”)

Recitals

A. Grantor is fee simple owner of certain real property located in the [City/Town] of [Municipality], County of [County], State of Rhode Island, more particularly described in Exhibit A (the “Burdened Property”).
B. Grantee desires to obtain, and Grantor is willing to grant, an easement [TYPE: e.g., non-exclusive access and utility] over, under, across, and through a portion of the Burdened Property depicted on Exhibit B (the “Easement Area”).
C. The Parties desire to set forth their agreement upon the terms and conditions herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

II. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. All other capitalized terms are defined contextually herein.

“Actual Damages” means direct, out-of-pocket losses proved with reasonable certainty, excluding any special, consequential, punitive, or exemplary damages.

“Applicable Law” means all laws, statutes, ordinances, and regulations of the State of Rhode Island (including recording requirements for interests in real estate) and any local governmental authority with jurisdiction over the Easement Area.

“Easement” has the meaning set forth in Section 3.01.

“Easement Area” has the meaning set forth in Recital B.

“Force Majeure Event” has the meaning set forth in Section 8.04.

“Permitted Use(s)” has the meaning set forth in Section 3.02.

“Recording Office” means the land evidence records of the [City/Town] of [Municipality], Rhode Island.

[// GUIDANCE: Add additional definitions as needed for unique deal terms.]

III. GRANT & SCOPE OF EASEMENT

3.01 Grant.

Subject to the terms and conditions of this Agreement, Grantor hereby grants and conveys to Grantee, and Grantee hereby accepts, a [choose one: (a) perpetual / (b) term-limited, expiring on ___], [exclusive / non-exclusive], [affirmative / negative] easement (the “Easement”) over the Easement Area for the Permitted Use(s) described in Section 3.02, together with the right of ingress, egress, and access reasonably necessary to exercise such Easement.

3.02 Permitted Use(s).

The Easement may be used solely for the following purposes (collectively, the “Permitted Use(s)”):
a. [Access] – vehicular and pedestrian access to and from [Benefitted Property description];
b. [Utility] – installation, maintenance, repair, replacement, and removal of [identify utilities]; and
c. [Other] – [describe].

3.03 Location & Relocation.

a. The Easement Area is established as shown on Exhibit B.
b. [Optional Relocation] Grantor may, at its sole cost, relocate the Easement Area provided: (i) the relocated area affords Grantee substantially similar utility; (ii) no interruption of Grantee’s operations exceeds [__] days; and (iii) Grantee’s prior written consent (not to be unreasonably withheld) is obtained.

3.04 Construction & Maintenance.

a. Grantee shall perform all work in a good and workmanlike manner, in compliance with Applicable Law, and shall obtain all required permits.
b. Grantee shall, at its sole expense, maintain, repair, and keep the Easement Area and any improvements it installs in safe, orderly condition.
c. Upon completion of any work, Grantee shall restore disturbed portions of the Burdened Property to substantially the same condition as existed immediately prior to such work, reasonable wear and tear excepted.

3.05 Easement Types Acknowledged.

The Parties acknowledge that Rhode Island law recognizes, inter alia, [affirmative, negative, appurtenant, in gross, prescriptive, and statutory] easements. The Easement granted herein is intended to be [select type] and shall run with and bind the Burdened Property and inure to the benefit of [the Benefitted Property / Grantee in gross].

IV. CONSIDERATION; RECORDING OBLIGATIONS

4.01 Consideration.

As consideration for the Easement, Grantee shall pay Grantor [Dollar Amount] on or before the Effective Date, and perform the covenants and obligations herein.

4.02 Recording.

a. Recordable Instrument. The Parties shall execute this Agreement in recordable form, including statutory acknowledgment, and deliver the original to Grantee within [__] business days after full execution.
b. Responsibility for Recording. Grantee shall, at its cost, promptly record or cause this Agreement (or a memorandum thereof) to be recorded in the Recording Office, together with all required real estate conveyance formsc. Confirmation. Within a reasonable time after recording, Grantee shall provide Grantor with an executed and recorded counterpart or a certified copy demonstrating the book and page (or instrument) number assigned by the Recording Office.

d. Recording Compliance. The Parties shall cooperate to satisfy any documentary stamp, transfer tax, or municipal filing requirement imposed under Applicable Law.

V. REPRESENTATIONS & WARRANTIES

5.01 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 and is qualified to transact business in Rhode Island;
b. It has full power and authority to enter into and perform this Agreement;
c. The execution and delivery of this Agreement have been duly authorized by all requisite corporate/organizational action; and
d. This Agreement constitutes the legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms.

5.02 Grantor’s Additional Representations.

Grantor further represents that:
a. Grantor holds fee simple title to the Burdened Property, free and clear of all liens and encumbrances that would materially interfere with the Easement;
b. No third-party consent (other than lender consents disclosed on Schedule 5.02(b)) is required for Grantor to grant the Easement; and
c. Grantor has received no written notice of condemnation or pending sale of the Burdened Property that would adversely affect the Easement.

5.03 Survival.

All representations and warranties shall survive the recording of this Agreement.

VI. COVENANTS & RESTRICTIONS

6.01 Grantor’s Covenants.

a. Non-Interference. Grantor shall not interfere with Grantee’s enjoyment of the Easement and shall not construct or permit any structure or obstruction in the Easement Area that would unreasonably hinder the Permitted Use(s).
b. Notice of Transfer. Grantor shall provide written notice to Grantee at least [30] days prior to conveying any interest in the Burdened Property, and any transferee shall take subject to this Agreement.

6.02 Grantee’s Covenants.

a. Compliance. Grantee shall at all times comply with Applicable Law, including obtaining permits for excavation, road opening, or utility work.
b. Environmental. Grantee shall not generate, store, or dispose of Hazardous Substances on the Burdened Property, except for de minimis quantities customary to the Permitted Use(s) and in compliance with law.
c. Insurance. Grantee shall maintain, at its sole cost, (i) commercial general liability insurance with limits not less than [$___] per occurrence/[$___] aggregate, naming Grantor as an additional insured, and (ii) workers’ compensation insurance as required by law.

6.03 Negative Covenants.

Neither Party shall take any action that would cause a violation of any recorded covenants, conditions, or restrictions applicable to the Burdened Property or the Benefitted Property.

VII. DEFAULT; REMEDIES

7.01 Events of Default.

The occurrence of any of the following constitutes an “Event of Default”:
a. A material breach of any covenant, representation, or warranty that remains uncured after notice and expiration of the Cure Period in Section 7.02;
b. Failure by Grantee to pay any monetary obligation under Section 4.01 within [10] days after written notice of non-payment; or
c. A Party’s bankruptcy, insolvency, or assignment for the benefit of creditors.

7.02 Notice; Cure.

The non-defaulting Party shall deliver written notice specifying the default (“Default Notice”). The defaulting Party has [30] days (the “Cure Period”) to cure a monetary default and [60] days to cure a non-monetary default, provided that cure commenced within the initial 30 days and is diligently pursued.

7.03 Remedies.

If an Event of Default remains uncured after the Cure Period, the non-defaulting Party may exercise any or all of the following remedies:
a. Specific Performance. Obtain injunctive or equitable relief, including specific performance, without the necessity of posting bond (to the extent permitted by law);
b. Self-Help. Perform the defaulting Party’s obligations and recover Actual Damages and reasonable attorneys’ fees;
c. Termination. Terminate this Agreement pursuant to Section 7.04; and/or
d. Other Remedies. Pursue any other remedy available at law or equity, subject to the limitations in Article VIII.

7.04 Termination Procedures.

a. By Mutual Agreement. The Parties may terminate this Agreement by a written instrument executed, acknowledged, and recorded in the Recording Office.
b. Automatic Termination. This Agreement shall automatically terminate upon the earliest to occur of: (i) expiration of a term-limited Easement, (ii) merger of title when the Burdened and Benefitted Property interests are held by the same owner such that the Easement is extinguished by operation of law, or (iii) abandonment as determined under Applicable Law.
c. Recording of Release. Within [30] days after termination, the Party in control of recordation shall record a release or other termination instrument.

[// GUIDANCE: Rhode Island recognizes termination by merger, abandonment, or express release; revise as appropriate.]

VIII. RISK ALLOCATION

8.01 Indemnification.

a. By Grantee. Grantee shall indemnify, defend, and hold harmless Grantor and its affiliates, successors, and assigns (each, a “Grantor Indemnitee”) from and against any and all claims, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Grantee’s use, maintenance, or improvement of the Easement Area; (ii) bodily injury, death, or property damage caused by Grantee or its agents; and (iii) any breach of this Agreement by Grantee.
b. By Grantor. Grantor shall indemnify, defend, and hold harmless Grantee and its affiliates, successors, and assigns (each, a “Grantee Indemnitee”) from and against any and all claims, liabilities, losses, costs, and expenses arising out of or relating to: (i) Grantor’s breach of its representations, warranties, or covenants herein; and (ii) the gross negligence or willful misconduct of Grantor or its agents.
c. Procedure. The indemnified Party shall promptly notify the indemnifying Party of any claim, and the indemnifying Party shall control the defense with counsel reasonably acceptable to the indemnified Party.

8.02 Limitation of Liability.

Except for indemnification obligations, breaches of confidentiality, or damages resulting from gross negligence or willful misconduct, neither Party shall be liable to the other for any consequential, incidental, punitive, special, or exemplary damages. Each Party’s aggregate liability under this Agreement shall be limited to Actual Damages.

8.03 Insurance Requirements.

See Section 6.02(c). Each Party shall provide certificates of insurance upon request and shall provide 30 days’ prior written notice of cancellation.

8.04 Force Majeure.

Neither Party shall be in default for failure to perform any obligation (other than monetary) if such failure is due to causes beyond its reasonable control, including acts of God, terrorism, strikes, riots, pandemics, or governmental actions (“Force Majeure Event”), provided the affected Party gives prompt written notice and resumes performance as soon as practicable.

IX. DISPUTE RESOLUTION

9.01 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island, without regard to its conflict of laws principles.

9.02 Forum Selection.

The Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [County], Rhode Island for any action arising out of or relating to this Agreement, and waive any objection to venue or forum non conveniens.

9.03 Optional Arbitration.

[OPTIONAL – Insert if elected] Any dispute that the Parties mutually agree to submit to arbitration shall be administered by [AAA/JAMS] under its [Commercial Rules]. The seat of arbitration shall be [Providence, Rhode Island]. Judgment on the award may be entered in any court of competent jurisdiction.

9.04 Jury Waiver.

[OPTIONAL] EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

9.05 Specific Performance.

The Parties acknowledge that monetary damages may be inadequate to protect their interests and agree that specific performance and injunctive relief are appropriate remedies for breach, in addition to any other remedies available at law or equity.

X. GENERAL PROVISIONS

10.01 Amendments & Waivers.

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and executed by both Parties, and no waiver shall constitute a continuing waiver.

10.02 Assignment.

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Grantee may assign in connection with (i) a sale of the Benefitted Property, or (ii) a corporate reorganization, merger, or sale of substantially all of its assets, provided the assignee assumes all obligations herein in writing.

10.03 Successors & Assigns.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, and shall run with the land in accordance with Section 3.05.

10.04 Severability.

If any provision is held invalid or unenforceable, the remainder of this Agreement shall remain in full force, and the Parties shall negotiate in good faith a lawful substitute provision that most nearly reflects the original intent.

10.05 Entire Agreement.

This Agreement, together with its exhibits and schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations.

10.06 Counterparts; Electronic Signatures.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together constitute one instrument. Signatures delivered by electronic means (e.g., PDF, DocuSign) shall be deemed originals for all purposes.

XI. EXECUTION & NOTARIZATION

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

NOTARY ACKNOWLEDGMENT – STATE OF RHODE ISLAND

State of Rhode Island
County of [__]

On this _ day of _, 20__, before me, the undersigned notary public, personally appeared [Name(s)], who proved to me through satisfactory evidence of identification to be the person(s) whose name(s) is/are signed on the preceding document, and acknowledged to me that he/she/they signed it voluntarily for its stated purpose.

Notary Public
My commission expires: _____

EXHIBIT A

(Legal Description of Burdened Property)

EXHIBIT B

(Depiction/Survey of Easement Area)

SCHEDULE 5.02(b)

(Existing Liens, Consents, or Encumbrances)

[// GUIDANCE: Attach a survey or engineered plan acceptable for recording; confirm meets municipal plat/plan requirements. Rhode Island often requires an 8½" x 14" recording format with a 3" top margin—verify locally.]

End of Document