EASEMENT AGREEMENT
Vermont (VT) – Comprehensive Form
[// GUIDANCE: This template is architected for Vermont real property counsel. Customize bracketed placeholders and delete guidance notes before execution.]
TABLE OF CONTENTS
- Definitions
- Grant of Easement
- Easement Type & Scope of Use
- Term; Termination & Release
- Consideration; Taxes & Assessments
- Construction, Maintenance & Repairs
- Representations & Warranties
- Covenants & Restrictions
- Insurance Requirements
- Indemnification
- Limitation of Liability
- Default; Notice & Remedies
- Risk Allocation; Force Majeure
- Recording & Title Matters
- Dispute Resolution
- General Provisions
- Execution & Acknowledgment
EASEMENT AGREEMENT
This Easement Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
[GRANTOR LEGAL NAME], a [State] [Entity Type], having a mailing address of [Address] (“Grantor”), and
[GRANTEE LEGAL NAME], a [State] [Entity Type], having a mailing address of [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 Town/City of [Municipality], County of [County], State of Vermont, more particularly described on Exhibit A-1 attached hereto (the “Servient Estate”).
B. Grantee is the fee simple owner or prospective owner/beneficiary of real property described on Exhibit A-2 (the “Dominant Estate”).
C. Grantee desires to obtain, and Grantor is willing to grant, a perpetual, non-exclusive easement burdening the Servient Estate for the benefit of the Dominant Estate, upon the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. DEFINITIONS
The following capitalized terms shall have the meanings set forth below. Undefined capitalized terms shall have the meanings ascribed elsewhere herein.
1.1 “Actual Damages” – The direct, out-of-pocket damages incurred by a Party, excluding incidental, consequential, punitive, exemplary, special, or speculative damages.
1.2 “Applicable Law” – All federal, state, county, and local statutes, ordinances, regulations, and judicial or administrative orders applicable to the Easement or the Property, including Vermont real property statutes and regulations.
1.3 “Easement Area” – The portion of the Servient Estate described and depicted on Exhibit B in which the Easement is granted.
1.4 “Easement” – The rights granted to Grantee pursuant to Section 2 below.
1.5 “Effective Termination Instrument” – A written instrument of release, termination, or merger executed by the Party(ies) with legal authority and duly recorded in the land records of the Municipality where the Servient Estate is situated.
1.6 “Event of Default” – Any occurrence described in Section 12.1.
[Add additional defined terms alphabetically as needed.]
2. GRANT OF EASEMENT
2.1 Grant. Grantor hereby grants, conveys, and warrants to Grantee, its successors and permitted assigns, a [select one: perpetual / term-limited], [select one: appurtenant / in gross], [select one: non-exclusive / exclusive] easement over, across, under, upon, and through the Easement Area for the following purposes (collectively, the “Permitted Uses”):
(a) [e.g., ingress, egress, and regress by foot and by motor vehicle];
(b) [e.g., installation, operation, maintenance, repair, replacement, and removal of utility lines, pipes, conduits, and related equipment]; and
(c) reasonable activities incidental thereto.
2.2 Scope. The Easement includes the right of Grantee to:
(a) perform clearing, grading, and excavation reasonably necessary for the Permitted Uses;
(b) install and maintain temporary safety measures; and
(c) access the Easement Area at reasonable times without notice in case of emergency, or upon [number] days’ prior written notice for non-emergency work.
2.3 Reservation. Grantor reserves the right to use the Easement Area for any purpose not inconsistent with the rights herein granted, provided such use does not materially impede the Permitted Uses.
3. EASEMENT TYPE & SCOPE OF USE
3.1 Nature. This Easement is [Appurtenant/In Gross], intended to run with the land and bind and benefit the Servient Estate and Dominant Estate (if appurtenant) and the Parties’ successors and assigns.
3.2 Exclusivity. The Easement is [Non-Exclusive / Exclusive as to the Permitted Uses]. Grantor may grant compatible easements to third parties so long as such rights do not unreasonably interfere with Grantee’s use.
3.3 Improvements. Any permanent improvements within the Easement Area by Grantee require:
(a) advance written approval of Grantor, not to be unreasonably withheld, conditioned, or delayed; and
(b) compliance with applicable permitting requirements.
4. TERM; TERMINATION & RELEASE
4.1 Term. The Easement shall commence on the Effective Date and shall continue [perpetually / until (date)/(event)] unless terminated pursuant to this Section 4.
4.2 Voluntary Release. The Easement may be terminated in whole or in part by an Effective Termination Instrument executed by the Party(ies) then holding the Easement and duly recorded.
4.3 Statutory & Common-Law Termination. The Easement shall terminate automatically upon:
(a) Merger – Same person or entity acquiring fee title to both the Dominant and Servient Estates;
(b) Express Expiration – Occurrence of a condition subsequent expressly stated herein;
(c) Abandonment – Strictly as determined under Vermont law by clear evidence of intent to abandon and physical non-use; or
(d) Eminent Domain – Taking of the Easement Area by condemning authority.
4.4 Recording of Termination. Within thirty (30) days after any termination event, the Party in whose favor the event operates shall execute and deliver for recording an Effective Termination Instrument. Failure to record shall not defeat termination but may give rise to indemnity obligations.
5. CONSIDERATION; TAXES & ASSESSMENTS
5.1 Consideration. In consideration of the Easement, Grantee shall pay Grantor the sum of [$__] upon execution of this Agreement.
5.2 Taxes. Grantee shall reimburse Grantor for any incremental increase in real property taxes or assessments levied solely as a result of the Easement.
5.3 Utilities/Usage Fees. Grantee shall bear all costs of utilities installed for the benefit of the Dominant Estate.
6. CONSTRUCTION, MAINTENANCE & REPAIRS
6.1 Initial Improvements. Prior to commencement, Grantee shall furnish to Grantor:
(a) copies of all required governmental permits; and
(b) a construction schedule.
6.2 Maintenance Obligation. Grantee shall, at its sole cost, maintain the Easement Area in good condition and repair, including restoration of any disturbed surface to substantially the same condition as existed immediately prior to disturbance, reasonable wear and tear excepted.
6.3 Damage to Servient Estate. Grantee shall promptly repair any damage to the Servient Estate caused by the exercise of Easement rights, at Grantee’s sole expense.
7. REPRESENTATIONS & WARRANTIES
7.1 Mutual Authority. Each Party represents that:
(a) it is duly organized, validly existing, and in good standing under the laws of its state of formation;
(b) it has full power and authority to execute and deliver this Agreement; and
(c) the execution and performance of this Agreement have been duly authorized.
7.2 Grantor’s Title. Grantor warrants that it holds marketable fee simple title to the Servient Estate, free of all encumbrances materially inconsistent with the Easement. This warranty shall survive Closing and recording.
7.3 Survival. The representations and warranties in this Section survive the recordation of the Easement for a period of [number] years.
8. COVENANTS & RESTRICTIONS
8.1 Compliance with Law. Each Party shall comply with Applicable Law in exercising rights or performing obligations under this Agreement.
8.2 Environmental Covenants. Grantee shall not store, use, or dispose of Hazardous Substances (as defined under Applicable Law) in the Easement Area, except in compliance with Applicable Law and then only as reasonably necessary for the Permitted Uses.
8.3 Notice & Cooperation. Each Party shall promptly notify the other of any governmental or third-party claim relating to the Easement Area and shall reasonably cooperate in responding thereto.
9. INSURANCE REQUIREMENTS
9.1 Coverage. Grantee shall maintain, at its sole cost, the following insurance coverage, each naming Grantor as an additional insured:
(a) Commercial General Liability – not less than [$1,000,000] per occurrence and [$2,000,000] aggregate;
(b) Workers’ Compensation – statutory limits;
(c) Automobile Liability – [$1,000,000] combined single limit; and
(d) [Other coverage as appropriate].
9.2 Certificates. Grantee shall furnish certificates of insurance prior to commencing any work and upon policy renewal.
10. INDEMNIFICATION
10.1 Indemnity. To the fullest extent permitted by law, Grantee shall indemnify, defend, and hold harmless Grantor and its affiliates, successors, and assigns (each, an “Indemnified Party”) from and against any and all claims, demands, causes of action, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) Grantee’s breach of this Agreement;
(b) bodily injury, death, or property damage occurring in or about the Easement Area due to Grantee’s acts or omissions; or
(c) violation of Applicable Law by Grantee, except to the extent caused by the gross negligence or willful misconduct of an Indemnified Party.
10.2 Procedures. An Indemnified Party shall:
(a) provide prompt written notice of any claim;
(b) permit Grantee to control the defense (with counsel reasonably acceptable to the Indemnified Party); and
(c) cooperate at Grantee’s expense. Failure to give prompt notice shall not relieve Grantee except to the extent materially prejudiced.
11. LIMITATION OF LIABILITY
11.1 Cap. Neither Party shall be liable to the other for any damages in excess of Actual Damages. The Parties hereby waive, to the maximum extent permitted by law, consequential, incidental, special, punitive, or exemplary damages.
11.2 No Limitation on Indemnity. The foregoing cap does not limit a Party’s indemnification obligations for third-party claims.
12. DEFAULT; NOTICE & REMEDIES
12.1 Events of Default. The occurrence of any one or more of the following shall constitute an “Event of Default”:
(a) failure to perform any material obligation within thirty (30) days after written notice;
(b) material breach of representation or warranty not cured within thirty (30) days of notice;
(c) voluntary or involuntary bankruptcy or insolvency proceedings not dismissed within ninety (90) days.
12.2 Remedies. Upon an Event of Default, the non-defaulting Party may:
(a) seek specific performance, temporary restraining order, or injunctive relief;
(b) pursue Actual Damages; and/or
(c) exercise self-help to cure the default at the defaulting Party’s expense after [number] days’ notice, if reasonably necessary to protect life, property, or the environment.
12.3 Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement is entitled to recover reasonable attorneys’ fees and costs.
13. RISK ALLOCATION; FORCE MAJEURE
13.1 Force Majeure. Neither Party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, acts of war, terrorism, or governmental action, provided such Party gives prompt written notice and resumes performance as soon as practicable.
13.2 Risk of Loss. Grantee bears the risk of loss or damage to its improvements within the Easement Area.
14. RECORDING & TITLE MATTERS
14.1 Recording. This Agreement (or a memorandum hereof) shall be recorded in the [Municipality] Land Records immediately following execution, in accordance with Vt. Stat. Ann. tit. 27, § 341. Grantor shall cooperate in executing any required transfer tax returns or forms.
14.2 Title Insurance. Grantee may, at its option and cost, obtain an ALTA owner’s policy or endorsement insuring the Easement. Grantor shall furnish any customary owner’s affidavits reasonably required by Grantee’s title insurer.
14.3 Documentary Transfer Taxes. [Allocate responsibility for Vermont property transfer tax if applicable.]
15. DISPUTE RESOLUTION
15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont, without regard to its conflicts-of-law rules.
15.2 Forum Selection. Any litigation arising under this Agreement shall be brought exclusively in the Vermont Superior Court, Civil Division, in the county where the Servient Estate is located, and the Parties hereby submit to the personal jurisdiction thereof.
15.3 Arbitration (Optional). [Include if elected] Any dispute not resolved within forty-five (45) days by senior management negotiations shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
15.4 Jury Trial Waiver (Optional). [If elected] EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.
15.5 Specific Performance. The Parties acknowledge that monetary damages may be inadequate and agree that specific performance and injunctive relief are appropriate remedies.
16. GENERAL PROVISIONS
16.1 Amendments & Waivers. This Agreement may be amended only by a writing signed by all Parties and recorded. Any waiver must be in writing and shall not constitute a waiver of any subsequent breach.
16.2 Assignment. Grantee may assign its rights hereunder only (a) in conjunction with conveyance of the Dominant Estate (if appurtenant) or (b) with Grantor’s prior written consent, not to be unreasonably withheld, conditioned, or delayed. Any assignment must be recorded.
16.3 Successors & Assigns. This Agreement shall run with the land and bind and inure to the benefit of the Parties and their respective successors and permitted assigns.
16.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to best effectuate the Parties’ intent.
16.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the Easement and supersedes all prior understandings.
16.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures delivered via facsimile, PDF, or compliant electronic signature platform shall be deemed originals for all purposes.
16.7 Interpretation. Headings are for convenience and shall not affect interpretation. The terms “include,” “including,” and their variants are deemed to be followed by “without limitation.”
17. EXECUTION & ACKNOWLEDGMENT
IN WITNESS WHEREOF, the Parties have executed this Easement Agreement as of the Effective Date.
| GRANTOR | GRANTEE | ||
|---|---|---|---|
| _________ | Date: ____ | _________ | Date: ____ |
| [Grantor Name & Title] | [Grantee Name & Title] |
[// GUIDANCE: Ensure signatories have corporate authority resolutions if entity-owned property.]
NOTARIAL ACKNOWLEDGMENTS
[ // GUIDANCE: Vermont requires property instruments to be acknowledged to be recorded. Use statutory short form acknowledgment. Edit to match party type.]
State of Vermont
County of [__], ss.
On this _ day of _, 20__, before me, the undersigned notary public, personally appeared [Name of Signatory], [title] of [Entity], who acknowledged the foregoing instrument to be his/her free act and deed and the free act and deed of said entity.
Notary Public
My commission expires: _____
(Repeat acknowledgment block for each signatory.)
EXHIBITS
Exhibit A-1: Legal Description of Servient Estate
Exhibit A-2: Legal Description of Dominant Estate (if appurtenant)
Exhibit B: Depiction of Easement Area (survey or sketch)
Exhibit C: Construction Plans/Specifications (if applicable)
[// GUIDANCE: Attach accurate metes and bounds descriptions prepared by a licensed surveyor. Survey must meet Vermont recording size and margin requirements.]