EASEMENT AGREEMENT

(Alaska – Template)

[// GUIDANCE: This template is drafted for easements affecting real property located in the State of Alaska. It is intentionally comprehensive. Bracketed fields should be customized or deleted as appropriate for each transaction. Draft assumes an affirmative, non-exclusive access and utility easement; modify for negative or exclusive easements as needed.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Grant of Easement; Description; Use
4. Consideration; Recording
5. Representations & Warranties
6. Covenants & Restrictions
7. Default; Remedies
8. Risk Allocation
9. Dispute Resolution
10. General Provisions
11. Execution Block

1. DOCUMENT HEADER

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 an address at [ADDRESS] (“Grantor”), and [GRANTEE LEGAL NAME], a [STATE & ENTITY TYPE], 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 owner of certain real property located in the State of Alaska more particularly described in Exhibit A (the “Servient Property”).
B. Grantee desires to obtain, and Grantor desires to grant, an easement burdening the Servient Property on the terms and conditions set forth herein.
C. Adequate consideration has been exchanged, the receipt and sufficiency of which are acknowledged.

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the respective meanings set forth below. Terms defined in the singular include the plural and vice-versa.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.

“Applicable Law” means all federal, state (including, without limitation, Alaska), and local statutes, regulations, ordinances, codes, permits, and judicial or administrative orders applicable to this Agreement, the Easement, or the Easement Area.

“Easement” has the meaning given in Section 3.1.

“Easement Area” means the portion of the Servient Property legally described in Exhibit B and depicted on Exhibit C.

“Environmental Laws” means all Applicable Laws relating to pollution, protection of the environment, or the release of Hazardous Substances.

“Force Majeure Event” has the meaning given in Section 8.4.

“Hazardous Substance” means any substance regulated under Applicable Law as hazardous, toxic, or otherwise deleterious to human health or the environment.

“Recording Office” means the recording district of the Alaska Department of Natural Resources in which the Servient Property is located.

[Add additional definitions as needed.]

3. OPERATIVE PROVISIONS

3.1 Grant of Easement

Grantor hereby grants, bargains, sells, and conveys to Grantee and its Permitted Users a [SELECT: non-exclusive / exclusive], perpetual [SELECT: access, ingress and egress / utility / drainage / other] easement burdening the Easement Area (the “Easement”), together with all rights reasonably necessary or convenient for the full use and enjoyment of the Easement consistent with Section 3.3.

3.2 Consideration

As consideration for the Easement, Grantee shall pay to Grantor [DOLLAR AMOUNT] on or before the Effective Date.

3.3 Permitted Uses

The Easement may be used solely for [DESCRIBE PURPOSE e.g., vehicular and pedestrian access; installation, operation, maintenance, repair, replacement, and removal of utility facilities] and for no other purpose without Grantor’s prior written consent, which consent shall not be unreasonably withheld, delayed, or conditioned.

3.4 Conditions Precedent

This Agreement is conditioned on:
a. Grantee’s payment of the Consideration; and
b. Successful recordation of this Agreement in the Recording Office.

[// GUIDANCE: add title insurance or survey deliverables here if desired.]

3.5 Compliance With Laws

Grantee shall, at its sole cost, comply with all Applicable Laws in exercising its rights under the Easement.

3.6 Maintenance & Restoration

Grantee shall keep the Easement Area in good, safe, and orderly condition. Upon completing any work, Grantee shall promptly restore disturbed portions of the Servient Property to a condition substantially similar to that existing immediately before commencement of such work, reasonable wear and tear excepted.

3.7 Reservations by Grantor

Grantor reserves the right to use the Easement Area for any purpose not inconsistent with Grantee’s rights, including the right to grant compatible easements to third parties, provided such use does not materially interfere with Grantee’s exercise of the Easement.

4. RECORDING

4.1 Recording Requirement
The Parties shall cause this Agreement (and any amendments, releases, or terminations) to be duly acknowledged and recorded in the Recording Office. Grantee shall pay all recording fees and applicable real estate transfer taxes, if any.

4.2 Title Notation
Grantor shall instruct its title insurer, if any, to show the Easement as a burden on the Servient Property and, if applicable, as a benefit to Grantee’s dominant estate.

[// GUIDANCE: Alaska recording statutes are codified at AS 40.17 et seq.; confirm correct district and form of acknowledgment.]

5. REPRESENTATIONS & WARRANTIES

Each Party represents and warrants to the other that:

a. Organization & Authority: It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and has full power and authority to execute and deliver this Agreement.

b. Authorization: The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate, company, or partnership action.

c. No Violations: The execution and performance of this Agreement do not and will not (i) violate any Applicable Law, or (ii) conflict with any agreement or instrument binding upon such Party.

d. Title; Right to Grant (Grantor only): Grantor is the sole fee owner of the Servient Property, free of any liens, encumbrances, or impediments that would materially impair the Easement, except those of record disclosed to Grantee as of the Effective Date.

e. Survival: The representations and warranties set forth in this Section 5 shall survive the Effective Date for a period of [SURVIVAL PERIOD] years.

6. COVENANTS & RESTRICTIONS

6.1 Affirmative Covenants of Grantee
a. Maintenance Obligations.
b. Compliance with Environmental Laws.
c. Insurance: Grantee shall obtain and maintain, at its expense, commercial general liability insurance with limits not less than [$1,000,000] per occurrence and [$2,000,000] aggregate naming Grantor as an additional insured.

6.2 Negative Covenants of Grantee
a. No waste or nuisance.
b. No hazardous activities.
c. No assignment except as permitted in Section 9.2.

6.3 Notice & Cure
A Party asserting breach of any covenant shall provide written notice describing the breach in reasonable detail. The defaulting Party shall have [30] days (or such longer period as reasonably necessary if the breach is not susceptible to cure within 30 days) to cure before an Event of Default arises.

7. DEFAULT; REMEDIES

7.1 Events of Default
The following constitute an “Event of Default”:
a. Failure to cure a covenant breach within the applicable cure period;
b. Unauthorized assignment of Easement rights;
c. Bankruptcy or insolvency of a Party; or
d. Willful, material interference with the other Party’s property rights.

7.2 Remedies
Upon an Event of Default, the non-defaulting Party may, in any combination and order:
a. Seek specific performance or injunctive relief;
b. Recover actual damages (subject to Section 8.2);
c. Perform the defaulting Party’s obligations and recover costs; and
d. Terminate this Agreement as provided in Section 7.3.

7.3 Termination Procedures
a. Mutual Termination: The Easement may be terminated at any time by a written instrument executed and acknowledged by the Parties and recorded in the Recording Office.
b. Abandonment: If Grantee abandons the Easement for a continuous period of [X] years, Grantor may record a notice of intent to terminate; if Grantee fails to contest within [90] days, the Easement shall automatically terminate.
c. Merger: Termination shall occur automatically upon merger of ownership of the Servient Property and Grantee’s dominant estate (if any).

[// GUIDANCE: Modify years for abandonment consistent with client risk tolerance. Alaska common law recognizes abandonment through clear intent and non-use; explicit contractual procedure strengthens enforceability.]

7.4 Attorneys’ Fees
The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys’ fees and costs, including fees on appeal.

8. RISK ALLOCATION

8.1 Indemnification
Grantee shall indemnify, defend, and hold harmless Grantor, its Affiliates, and their respective agents and employees from and against any and all third-party claims, demands, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from (a) Grantee’s breach of this Agreement, or (b) Grantee’s negligent or willful acts or omissions in the Easement Area, except to the extent caused by the negligence or willful misconduct of Grantor.

8.2 Limitation of Liability
Notwithstanding anything to the contrary, neither Party shall be liable to the other for any consequential, incidental, punitive, exemplary, or special damages. EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED ACTUAL, DIRECT DAMAGES, subject to Section 8.1 and except for damages arising from gross negligence or willful misconduct.

8.3 Insurance Obligations
(See Section 6.1(c).) Each Party shall cause its insurers to waive subrogation rights against the other Party.

8.4 Force Majeure
Neither Party shall be in default for failure to perform any obligation (other than payment obligations) to the extent such failure is caused by an event beyond its reasonable control (“Force Majeure Event”), provided the affected Party gives prompt written notice and uses diligent efforts to mitigate.

9. DISPUTE RESOLUTION

9.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Alaska, without regard to conflicts-of-law principles.

9.2 Forum Selection
Any action under or relating to this Agreement shall be brought exclusively in the state courts of [ALASKA COUNTY] (or, if jurisdictional prerequisites are satisfied, the U.S. District Court for the District of Alaska). Each Party irrevocably submits to the jurisdiction of such courts.

9.3 Arbitration (Optional)
[SELECT ONE:
a. Arbitration Elected. Any dispute not resolved within 30 days after written notice shall be finally resolved by binding arbitration administered by [AAA / JAMS] in accordance with its Commercial Arbitration Rules, by one arbitrator seated in [CITY, ALASKA]. Judgment on the award may be entered in any court of competent jurisdiction.
b. Arbitration Not Elected. (Intentionally Omitted).]

9.4 Jury Trial Waiver (Optional)
[IF ELECTED] EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY.

9.5 Equitable Relief
Notwithstanding Section 9.3, either Party may seek temporary or permanent injunctive relief, including specific performance, in any court of competent jurisdiction to prevent or curtail actual or threatened breaches of this Agreement.

10. GENERAL PROVISIONS

10.1 Amendments & Waivers
No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought.

10.2 Assignment & Delegation
Grantee may not assign its rights or delegate its obligations without Grantor’s prior written consent, which consent shall not be unreasonably withheld; provided, however, Grantee may assign to (i) an Affiliate, or (ii) a lender for collateral security, without such consent upon written notice to Grantor.

10.3 Successors & Assigns
This Agreement shall bind and benefit the Parties and their respective successors and permitted assigns, and shall run with and burden the Servient Property for the term hereof.

10.4 Severability
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to effectuate the Parties’ intent.

10.5 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.

10.6 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Signatures delivered by facsimile, PDF, or electronic signature technology (e.g., DocuSign) shall be deemed original.

10.7 Notices
All notices shall be in writing and delivered (i) by hand with receipt, (ii) by nationally recognized overnight courier, or (iii) via certified U.S. mail, return receipt requested, to the addresses first set forth above (or such other address a Party may designate by notice). Notices are effective upon receipt or refusal.

11. 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: _________

STATE OF __
) ss.
JUDICIAL DISTRICT OF ____

On this _ day of _, 20__, before me, a Notary Public in and for said State, personally appeared ________, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged that he/she executed the same on behalf of [GRANTOR LEGAL NAME] for the purposes therein stated.

Notary Public
My Commission Expires: ______

GRANTEE:
[GRANTEE LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________

STATE OF __
) ss.
JUDICIAL DISTRICT OF ____

On this _ day of _, 20__, before me, a Notary Public in and for said State, personally appeared ________, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged that he/she executed the same on behalf of [GRANTEE LEGAL NAME] for the purposes therein stated.

Notary Public
My Commission Expires: ______

Exhibit A – Legal Description of Servient Property

[INSERT METES AND BOUNDS OR PLAT DESCRIPTION]

Exhibit B – Legal Description of Easement Area

[INSERT METES AND BOUNDS OR CENTERLINE DESCRIPTION]

Exhibit C – Survey / Sketch of Easement Area

[INSERT GRAPHIC]

[// GUIDANCE: Before closing, confirm:
1. Legal descriptions match survey.
2. Alaska recording district and statutory form of notary acknowledgment.
3. Any state real estate transfer tax exemption noted.
4. Abandonment term aligns with client intent.
5. Insurance limits and indemnity scope conform to risk profile.]