Easement Agreement - Rhode Island

DRAFT – [EASEMENT AGREEMENT]

(Rhode Island – Long-Form Template)

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.

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 maintain, repair, and keep its installed improvements in safe, orderly condition. Easement-area costs shall be allocated under Section 6.03 when that section applies and otherwise under [INSERT NEGOTIATED ALLOCATION].
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 Character of Grant.

Select and complete one structure; do not leave both alternatives in the executed instrument:

☐ Appurtenant. The Easement benefits the real property described in Exhibit C (the “Benefitted Property”) and is granted to the owner of that property in that capacity.

☐ In Gross. The Easement is granted personally to Grantee for the stated Permitted Uses and may be transferred only as Section 10.02 permits.

The Parties intend this recorded instrument to state the complete scope, duration, location, maintenance allocation, transfer rights, and termination conditions of the Easement. Rhode Island counsel must confirm that the selected language produces the intended property interest.

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 Execution, Delivery, and Recording.

a. Recordable Instrument. Rhode Island General Laws § 34-11-1 requires a covered conveyance to be in writing, signed, acknowledged, delivered, and recorded in the land-evidence records of the city or town where the land is located, subject to the statute's stated between-party exceptions. The Parties shall execute and deliver this Agreement in recordable form.
b. Responsibility for Recording. Grantee shall promptly present the original Agreement for recording in the land-evidence records of [CITY/TOWN], pay the lawful recording charges, and satisfy the recorder's current document-format and submission requirements.
c. Recordability and Notice. Section 34-13-1(10) permits recording of acknowledged instruments affecting or purporting to affect title to land or an interest in land. Under § 34-13-2, a genuine recorded instrument gives constructive notice of its contents.
d. Confirmation. After recording, Grantee shall provide Grantor with the recording information and a copy of the recorded instrument.

V. REPRESENTATIONS & WARRANTIES

5.01 Mutual Representations.

Each Party represents to the other that:
a. the identifying and organizational information stated for that Party is accurate;
b. the signer has authority to execute and deliver this Agreement for that Party; and
c. any approval required by that Party's governing documents has been obtained.

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, disclose this recorded Agreement to the proposed transferee, and include any assumption language Rhode Island counsel determines is needed.

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 Maintenance Allocation for Residential Access Easements.

If the Easement provides access to residential real property, R.I. Gen. Laws § 34-9.1-2 supplies a default rule only in the absence of an enforceable written agreement to the contrary. The Parties adopt the following written allocation:

a. Routine maintenance, including snow removal: Grantor [____]%; Grantee [____]%; other benefited owners as listed in Schedule 6.03: [____]%.
b. Repair or restoration made necessary by a particular owner’s direct or indirect damage shall be paid entirely by that owner.
c. A Party seeking contribution shall provide a written demand with invoices and a reasonable description of the work.
d. The terms of this Section control the allocation between the Parties to the extent permitted by § 34-9.1-2(e).

Do not insert the former statutory sentence barring consideration of market value or assessed valuation when calculating proportional benefit; 2026 H 7763 Substitute A removed that proviso.

6.04 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 an undisputed monetary obligation after notice and expiration of the monetary Cure Period; or
c. Unreasonable obstruction of the Easement contrary to Section 6.01(a).

7.02 Notice; Cure.

The non-defaulting Party shall deliver written notice specifying the default (“Default Notice”). The defaulting Party has [10 / 30] days to cure a monetary default and [30 / 60] days to cure a non-monetary default. If a non-monetary cure reasonably requires more time, the cure period continues only while cure is commenced within the initial period and 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. seek damages or equitable relief that a court may award under applicable law;
b. for a refusal to repair, restore, or contribute after written demand in a residential access-easement matter covered by R.I. Gen. Laws § 34-9.1-2(d), seek specific performance or contribution in the superior court; and
c. record a termination or modification only when authorized by Section 7.04 and executed in recordable form.

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. Stated Expiration. A term-limited Easement ends on [DATE / EVENT], subject to any recordable release or confirmation required by counsel or the recorder.
c. Other Claimed Termination. A Party asserting termination by merger, abandonment, impossibility, or another doctrine shall not unilaterally obstruct the Easement. The Parties shall record a mutually executed release or obtain a final court order before treating the record interest as terminated.
d. Recording of Release. Within [30] days after an agreed or adjudicated termination, the responsible Party shall present an acknowledged release or other authorized instrument for recording.

VIII. RISK ALLOCATION

8.01 Indemnification.

a. By Grantee. To the extent permitted by law, Grantee shall indemnify, defend, and hold harmless Grantor from third-party claims to the extent caused by Grantee’s negligent or willful acts in using, maintaining, or improving the Easement Area, or by Grantee’s material breach of this Agreement.
b. By Grantor. To the extent permitted by law, Grantor shall indemnify, defend, and hold harmless Grantee from third-party claims to the extent caused by Grantor’s negligent or willful acts affecting the Easement Area, or by Grantor’s material breach of this Agreement.
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.

[OPTIONAL — COUNSEL TO CONFIGURE.] To the extent enforceable, neither Party shall recover from the other consequential, incidental, special, exemplary, or punitive damages arising solely from breach of this Agreement. This exclusion does not limit third-party claims, bodily injury, death, physical property damage, fraud, willful misconduct, or a remedy that governing law does not permit the Parties to waive.

8.03 Insurance Requirements.

See Section 6.02(c). Grantee shall provide certificates of insurance upon request and shall request any cancellation notice endorsement available from the insurer. This Agreement does not bind an insurer that is not a Party.

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 Court and Venue.

Any action must be brought in a Rhode Island court with subject-matter jurisdiction and proper venue. Section 34-9.1-2(d) specifically places the maintenance contribution or specific-performance action described there in the superior court. This Agreement does not create jurisdiction or waive an otherwise valid venue objection.

9.03 Equitable Relief.

A Party may request temporary or permanent equitable relief, but this Agreement does not predetermine entitlement, eliminate required proof, or waive any bond or procedural requirement imposed by the court.

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.

If the Appurtenant option in Section 3.05 is selected, Grantee shall transfer its interest only with the Benefitted Property and shall disclose this Agreement in the conveyance. If the In-Gross option is selected, Grantee may assign the Easement only with Grantor’s prior written consent and a recordable written assumption by the assignee. No assignment releases an accrued obligation unless the affected Party expressly agrees in writing.

10.03 Successors & Assigns.

The Parties intend the Appurtenant option, if selected and legally effective, to burden the Burdened Property and benefit the Benefitted Property. They intend the In-Gross option, if selected, to benefit only Grantee and permitted assignees. Recording provides the constructive notice stated in § 34-13-2, but Rhode Island counsel must confirm the elements and drafting needed for the selected interest to bind successors.

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 counterparts. Before using electronic signatures or electronic recording, counsel shall confirm that the selected method satisfies R.I. Gen. Laws § 34-11-1 and the current requirements of the municipal recording office.

XI. EXECUTION & NOTARIZATION

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

ACKNOWLEDGMENT CERTIFICATES

Attach a separate acknowledgment certificate for Grantor and Grantee unless Rhode Island counsel confirms a combined certificate is appropriate. The notarial officer must complete the certificate under R.I. Gen. Laws § 34-12-1 and §§ 42-30.1-4, 42-30.1-5, and 42-30.1-13, including the required appearance, identity determination, acknowledgment, and official stamp.

EXHIBIT A

(Legal Description of Burdened Property)

EXHIBIT B

(Depiction/Survey of Easement Area)

EXHIBIT C

(Legal Description of Benefitted Property, if Appurtenant)

SCHEDULE 5.02(b)

(Existing Liens, Consents, or Encumbrances)

SCHEDULE 6.03

(Other Benefited Owners and Maintenance Shares)

SOURCES AND REFERENCES

• R.I. Gen. Laws § 34-9.1-2 — Maintenance of private easements and rights-of-way
• 2026 H 7763 Substitute A — Amendment removing the former valuation proviso
• R.I. Gen. Laws § 34-11-1 — Conveyances required to be in writing and recorded
• R.I. Gen. Laws § 34-12-1 — Form of acknowledgment
• R.I. Gen. Laws § 34-13-1 — Instruments eligible for recording
• R.I. Gen. Laws § 34-13-2 — Recording as constructive notice
• R.I. Gen. Laws § 42-30.1-4 — Requirements for acknowledgments
• R.I. Gen. Laws § 42-30.1-5 — Personal appearance
• R.I. Gen. Laws § 42-30.1-13 — Official stamp

End of Document