Construction Impact Agreement

CONSTRUCTION IMPACT AGREEMENT

This Construction Impact Agreement ("Agreement") is made effective as of by and between:

RECITALS

WHEREAS, Developer is undertaking construction activities at or adjacent to the property located at (the "Project"); and

WHEREAS, certain construction methods and operations associated with the Project may create noise, vibration, dust, traffic disruptions, temporary access restrictions, or other impacts to the Owner's property and operations; and

WHEREAS, the parties desire to set forth mitigation measures, compensation, insurance, indemnity and procedures to address impacts to minimize harm and to allocate responsibility during the construction period.

SCOPE OF WORK AND IMPACTS

Anticipated impact types (select all that apply):

Noise    Vibration    Dust / Air Quality    Traffic / Access Restriction    Temporary Utility Interruption

SCHEDULE

Anticipated construction commencement date:   Anticipated completion date:

The Developer shall provide the Owner with written weekly notices of scheduled disruptive activities at least prior to each such activity, except in emergencies.

PAYMENT TERMS

In consideration for impacts and mitigation measures described herein, Developer agrees to pay Owner the following compensation:

Late payment shall accrue interest at the rate of on any amount unpaid beyond days after invoice.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall remain in effect until the Completion Date set forth above, unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Termination shall not relieve Developer of obligations to restore or remediate impacts occurring prior to termination.

CONFIDENTIALITY

Each party agrees that information marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure shall be maintained in confidence and not disclosed to third parties except as required by law or to professional advisors bound by confidentiality. This obligation shall survive termination for a period of years.

INDEMNITY AND INSURANCE

Developer shall defend, indemnify and hold harmless Owner and its officers, agents and employees from and against claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of Developer's performance of the Work, except to the extent caused by Owner's negligence or willful misconduct.

Developer shall maintain commercial general liability insurance with limits not less than per occurrence and shall name Owner as an additional insured as reasonably required.

ACCESS, RESTORATION AND MONITORING

Developer shall provide reasonable access to Owner's property for purposes of monitoring, inspections, and remediation. All areas disturbed by construction shall be restored to substantially the same condition that existed prior to the Work, or to a condition agreed in writing by the parties, within days of completion of the affecting activity.

If vibration, settlement, or other deleterious effects occur, Developer shall promptly retain qualified consultants to monitor, test, and, if required, remediate such conditions at Developer's expense.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. Any modification or amendment to this Agreement must be in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact addresses provided above or to such other address as a party may designate by notice. Notices shall be deemed given when delivered personally, sent by certified mail, or delivered by nationally recognized overnight courier.

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