[DRAFT] EASEMENT AGREEMENT
(Commonwealth of Virginia)
TABLE OF CONTENTS
- Document Header
- Definitions
- Grant of Easement
- Easement Term; Renewal; Termination
- Use of Easement Area
- Construction, Maintenance, and Repair
- Consideration; Taxes; Utilities
- Representations and Warranties
- Covenants and Restrictions
- Insurance Requirements
- Risk Allocation
11.1. Indemnification
11.2. Limitation of Liability - Default and Remedies
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
EASEMENT AGREEMENT (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
- [GRANTOR LEGAL NAME], a [Virginia corporation/limited liability company/individual] having an address at [ADDRESS] (“Grantor”); and
- [GRANTEE LEGAL NAME], a [Virginia corporation/limited liability company/individual] having an address at [ADDRESS] (“Grantee”).
Grantor and Grantee are sometimes referred to individually as a “Party” and collectively as the “Parties.”
Recitals
A. Grantor is the fee-simple owner of certain real property located in the [COUNTY/CITY] of [JURISDICTION], Commonwealth of Virginia, more particularly described in Exhibit A attached hereto (the “Burdened Property”).
B. Grantee desires to obtain, and Grantor is willing to grant, an easement over, under, across, and through a portion of the Burdened Property (the “Easement Area”) for the Easement Purpose (as defined below), all on the terms and subject to the conditions set forth herein.
C. The Parties intend that this Agreement be executed, acknowledged, and recorded among the land records of the [COUNTY/CITY] of [RECORDING OFFICE], Commonwealth of Virginia, thereby running with the land and binding and inuring to the benefit of the Parties and their respective successors and assigns.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
[// GUIDANCE: Insert consideration language consistent with local custom—e.g., “Ten Dollars ($10.00) and other valuable consideration.”]
2. DEFINITIONS
Unless the context clearly requires otherwise, the following terms shall have the meanings set forth below (alphabetized for ease of reference):
“Actual Damages Cap” has the meaning set forth in Section 11.2.
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.
“Applicable Law” means all federal, state, and local statutes, ordinances, rules, regulations, and judicial or administrative orders applicable to a Party, this Agreement, or the Easement Area, including, without limitation, the real property and recording laws of the Commonwealth of Virginia.
“Easement Area” has the meaning given in Recital B, and is more particularly depicted on the survey attached hereto as Exhibit B.
“Easement Purpose” means [DESCRIPTION—e.g., ingress and egress, installation and maintenance of underground utilities, conservation, etc.].
“Event of Default” has the meaning set forth in Section 12.1.
“Force Majeure” has the meaning set forth in Section 14.6.
“Hazardous Materials” shall have the meaning set forth in Section 9.4.
“Lien” means any mortgage, deed of trust, security interest, pledge, lien, charge, encumbrance, or other similar interest.
“Notice” has the meaning set forth in Section 14.1.
“Person” means any individual, partnership, corporation, limited liability company, trust, unincorporated organization, government, or other entity.
[// GUIDANCE: Add or delete defined terms as the transaction requires; ensure cross-references remain accurate.]
3. GRANT OF EASEMENT
3.1 Grant. Grantor hereby grants, bargains, sells, warrants, and conveys unto Grantee, its successors and permitted assigns, a [☐ non-exclusive / ☐ exclusive] [☐ permanent / ☐ term-limited] easement over, under, across, and through the Easement Area for the Easement Purpose, together with the right of access to and from public rights-of-way reasonably necessary to exercise such easement (collectively, the “Easement”).
3.2 Nature of Easement. The Easement shall run with the Burdened Property and shall be appurtenant to and for the benefit of [DESCRIPTION OF GRANTEE’S PROPERTY, if any].
3.3 Acceptance. Grantee hereby accepts the Easement subject to all matters of record, matters that an accurate survey or physical inspection would disclose, and Applicable Law.
4. EASEMENT TERM; RENEWAL; TERMINATION
4.1 Term. If the Easement is permanent, it shall commence on the Effective Date and continue in perpetuity unless terminated as provided herein. If term-limited, the Easement shall commence on the Effective Date and continue for [TERM YEARS] years (the “Initial Term”), subject to any renewal option set forth in Section 4.2.
4.2 Renewal. Provided Grantee is not then in default, Grantee may renew the Easement for [NUMBER] additional term(s) of [YEARS] years each (each, a “Renewal Term”) by delivering written Notice to Grantor not fewer than [DAYS] days prior to the expiration of the then current Term.
4.3 Termination. The Easement may be terminated prior to the expiration of the Initial Term or any Renewal Term only as follows:
(a) Mutual Agreement. By a written instrument executed and acknowledged by both Parties and duly recorded.
(b) Abandonment. Upon Grantee’s written Notice of abandonment of the Easement Purpose, followed by Grantor’s recordation of a termination affidavit after [180] days without objection.
(c) Event of Default. In accordance with Section 12.2 following an uncured Event of Default.
(d) Condemnation. As provided in Section 14.8.
(e) Expiration. Automatic termination upon the expiration of the Initial Term and any Renewal Term if applicable.
Upon any termination, Grantee shall, at its sole cost, record a release of easement in form satisfactory to the Clerk of the Circuit Court for the [COUNTY/CITY] of [RECORDING OFFICE].
5. USE OF EASEMENT AREA
5.1 Permitted Uses. Grantee shall use the Easement Area solely for the Easement Purpose and for no other purpose without Grantor’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.
5.2 Prohibited Uses. Grantee shall not (i) interfere with Grantor’s use of the Burdened Property outside the Easement Area, or (ii) store Hazardous Materials on, or create a nuisance in, the Easement Area.
5.3 Compliance. Grantee shall comply in all material respects with Applicable Law in exercising its rights hereunder.
6. CONSTRUCTION, MAINTENANCE, AND REPAIR
6.1 Construction Standards. All work performed by Grantee shall be completed in a good and workmanlike manner, in compliance with Applicable Law, and so as to minimize disruption to the Burdened Property.
6.2 Restoration. Upon completion of any work, Grantee shall restore the Easement Area and any disturbed portions of the Burdened Property to a condition reasonably equivalent to or better than that existing immediately prior to the commencement of such work, reasonable wear and tear excepted.
6.3 Maintenance. Grantee shall, at its sole cost, maintain and repair any improvements installed by Grantee within the Easement Area.
6.4 Grantor Self-Help. If Grantee fails to perform required maintenance or repair within [30] days after Notice from Grantor, Grantor may perform such work and Grantee shall reimburse Grantor within [30] days after invoice.
7. CONSIDERATION; TAXES; UTILITIES
7.1 Consideration. As consideration for the Easement, Grantee shall pay Grantor the sum of [DOLLAR AMOUNT] on or before the Effective Date.
7.2 Real Estate Taxes. Grantor shall be responsible for all ad valorem real property taxes on the Burdened Property. If the Easement causes a separate assessment or increase, Grantee shall reimburse Grantor for the incremental portion attributable to the Easement.
7.3 Utilities. Grantee shall timely pay all utility charges attributable to its activities in the Easement Area.
8. REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants, as of the Effective Date, that:
(a) Organization and Authority. It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has full power and authority to enter into and perform this Agreement.
(b) Authorization. The execution, delivery, and performance of this Agreement have been duly authorized by all requisite action.
(c) No Conflict. Its execution and performance do not violate any agreement to which it is a party or by which it is bound.
(d) Title. In the case of Grantor, Grantor is the fee-simple owner of the Burdened Property, free and clear of all Liens except those of record, and has the right to grant the Easement.
The representations and warranties in this Section 8 shall survive the execution and delivery of this Agreement.
9. COVENANTS AND RESTRICTIONS
9.1 Cooperation. Each Party shall cooperate with the other, including executing such additional instruments as are reasonably necessary to effectuate the intent of this Agreement.
9.2 No Interference. Grantor shall not interfere with Grantee’s exercise of the Easement, and Grantee shall not interfere with Grantor’s use of the Burdened Property outside the Easement Area.
9.3 Liens. Grantee shall keep the Easement Area free from mechanic’s liens arising from its work. If any lien is filed, Grantee shall bond off or discharge the lien within [30] days.
9.4 Environmental Covenants. Each Party shall comply with all environmental laws. Neither Party shall introduce or permit Hazardous Materials in violation of Applicable Law. “Hazardous Materials” means any substance regulated under CERCLA, RCRA, or corresponding state law.
9.5 Recording; Notice to Subsequent Owners. Grantor shall cause this Agreement (or a memorandum thereof) to be promptly recorded. Grantor shall include disclosure of the Easement in any future conveyance of the Burdened Property.
10. INSURANCE REQUIREMENTS
10.1 Coverage. Grantee shall maintain, at its sole cost and expense, all-risk commercial general liability insurance with limits of not less than $[LIMIT] per occurrence and $[LIMIT] aggregate, naming Grantor as an additional insured.
10.2 Evidence of Insurance. Certificates evidencing the required coverage shall be delivered to Grantor prior to commencement of any work and upon renewal thereafter.
10.3 Waiver of Subrogation. Each Party hereby waives, and shall cause its insurers to waive, subrogation against the other Party to the fullest extent permitted by Applicable Law.
11. RISK ALLOCATION
11.1 Indemnification
(a) Grantee Indemnity. Grantee shall indemnify, defend, and hold harmless Grantor and its Affiliates, and their respective officers, directors, employees, and agents (collectively, the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) to the extent arising out of or relating to: (i) Grantee’s breach of this Agreement, (ii) the negligent or willful acts or omissions of Grantee or its contractors, or (iii) the presence or release of Hazardous Materials introduced to the Easement Area by Grantee.
(b) Procedure. The Indemnified Party shall give Grantee prompt Notice of any claim, and Grantee shall assume control of the defense. The Indemnified Party may participate at its own expense.
[// GUIDANCE: For reciprocal indemnity, mirror the above for Grantor.]
11.2 Limitation of Liability
Notwithstanding anything to the contrary, each Party’s aggregate liability to the other for direct damages under this Agreement shall not exceed the greater of (i) the consideration paid under Section 7.1, or (ii) $[ACTUAL DAMAGES CAP] (the “Actual Damages Cap”); provided, however, that the Actual Damages Cap shall not apply to indemnification obligations under Section 11.1, liability arising from gross negligence or willful misconduct, or unpaid amounts properly due and owing.
12. DEFAULT AND REMEDIES
12.1 Events of Default. The occurrence of any of the following shall constitute an “Event of Default”:
(a) A material breach of this Agreement by a Party that remains uncured for [30] days after Notice (or, if not reasonably curable within 30 days, failure to commence and diligently pursue cure to completion within [90] days);
(b) Failure to maintain required insurance;
(c) The filing of voluntary or involuntary bankruptcy by a Party that is not dismissed within [60] days.
12.2 Remedies. Upon any Event of Default, the non-defaulting Party may:
(i) Seek specific performance, injunctive relief, or damages subject to Section 11.2;
(ii) Suspend further performance until the default is cured;
(iii) Terminate this Agreement pursuant to Section 4.3(c).
12.3 Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.
13. DISPUTE RESOLUTION
13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to conflicts-of-law principles.
13.2 Forum Selection. Any action arising out of this Agreement shall be brought exclusively in the state courts located in the [COUNTY/CITY] of [FORUM], Virginia, and each Party hereby submits to the jurisdiction of such courts.
13.3 Arbitration. [☐ If elected: Any dispute not resolved by negotiation within [30] days shall be finally settled by binding arbitration administered by [AAA/JAMS] in accordance with its commercial arbitration rules. The arbitration shall be held in [CITY], Virginia. Judgment on the award may be entered in any court of competent jurisdiction.]
13.4 Jury Waiver. [☐ Each Party hereby waives its right to a trial by jury in any civil action arising out of or relating to this Agreement.]
13.5 Specific Performance. The Parties acknowledge that monetary damages may be inadequate and agree that specific performance and injunctive relief are appropriate remedies for breach of this Agreement.
14. GENERAL PROVISIONS
14.1 Notices. All notices (“Notices”) shall be in writing and deemed given when delivered (a) by hand against written receipt, (b) by nationally recognized overnight courier, or (c) by certified U.S. mail, return receipt requested, to the addresses set forth in the opening paragraph (or such other address as a Party may designate by Notice).
14.2 Amendments and Waivers. No amendment or waiver shall be effective unless in a written instrument executed by the Party against whom enforcement is sought.
14.3 Assignment. Grantee may not assign this Agreement without Grantor’s prior written consent, except to (i) an Affiliate, or (ii) a purchaser of substantially all of Grantee’s assets benefiting from the Easement. Any assignment must be in recordable form and shall not release the assignor from its obligations unless expressly agreed by Grantor.
14.4 Successors and Assigns. Subject to Section 14.3, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
14.5 Severability. If any provision is declared invalid, illegal, or unenforceable, the remaining provisions shall remain in full force, and the Parties shall negotiate in good faith to replace the invalid provision with a valid, enforceable provision that most closely approximates the original intent.
14.6 Force Majeure. Neither Party shall be liable for failure to perform caused by events beyond its reasonable control (“Force Majeure”), provided the affected Party gives prompt Notice and uses diligent efforts to mitigate.
14.7 Entire Agreement. This Agreement (including all exhibits) constitutes the entire agreement between the Parties with respect to the Easement and supersedes all prior agreements or understandings, whether written or oral.
14.8 Condemnation. If any portion of the Easement Area is taken by eminent domain, the Easement shall terminate as to the taken portion, and the Parties shall equitably adjust the consideration paid, if any, and their respective rights and obligations. Grantee shall be entitled to make its own claim for relocation benefits and damages to its improvements.
14.9 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by facsimile or electronic means (e.g., PDF or DocuSign) shall be deemed originals for all purposes.
15. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
GRANTOR:
[GRANTOR LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________
GRANTEE:
[GRANTEE LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________
NOTARY ACKNOWLEDGMENT (COMMONWEALTH OF VIRGINIA)
STATE OF VIRGINIA
COUNTY/CITY OF ________
The foregoing instrument was acknowledged before me this ___ day of _, 20_, by ___ as _____ of ________, on behalf of said entity.
Notary Public
My commission expires: __
Notary Registration No.: _______
[// GUIDANCE: Attach Exhibits A (Legal Description) and B (Survey) in recordable format; ensure margins, font size, and indexing conform to Clerk’s office recording standards under Virginia law (e.g., 1-inch margins, 9-point font minimum).]