Land Use Soil Agreement

LAND USE SOIL AGREEMENT

This Land Use Soil Agreement ("Agreement") is made and entered into as of by and between Landowner Name: , Address: (hereinafter "Landowner"), and User/Operator Name: , Address: (hereinafter "Operator"). The Landowner and Operator are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Landowner is the fee simple owner of certain real property located at , legally described as (the "Property"); and

WHEREAS, Operator desires limited use of certain areas of the Property to import, export, stockpile, test, blend or otherwise handle soil materials for the purpose of ; and

WHEREAS, Landowner is willing to grant Operator a revocable, non-exclusive license to enter and use designated portions of the Property on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. GRANT OF LICENSE

1.1 Grant. Subject to the terms and conditions of this Agreement, Landowner grants Operator a non-exclusive, revocable license to enter upon and use the portions of the Property described in the attached Site Plan and Property Description for the Permitted Activities set forth below. The license is limited to the manner, location and duration expressly authorized in this Agreement.

1.2 Permitted Activities. Operator may, at Operator's expense, perform the following activities (collectively "Permitted Activities"): import and export soil materials; stockpile, blend and sample soils; perform geotechnical and environmental testing; operate heavy equipment; and restore disturbed areas in accordance with the Restoration Plan set forth herein. Specific authorized work areas and stockpile locations must be approved in writing by Landowner prior to commencement.

2. TERM

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of , unless earlier terminated in accordance with Section 10.

2.2 Extension. Any extension of the Term must be in writing and signed by both Parties and may be conditioned on updated insurance, bonding, permit compliance, and any additional consideration as agreed.

3. CONSIDERATION

3.1 License Fee. Operator shall pay Landowner a license fee in the amount of USD, payable as follows: .

3.2 Additional Costs. Operator shall be responsible for all costs associated with the Permitted Activities, including but not limited to permits, testing, transportation, erosion control, dust suppression, traffic control and restoration required by this Agreement or any governmental authority.

4. SOIL HANDLING, TESTING AND DISPOSAL

4.1 Handling and Stockpiles. All soil handling, temporary storage and stockpiling shall be conducted in designated areas shown on the Site Plan. Stockpiles shall be managed to prevent runoff, dust, and cross-contamination and shall not exceed the maximum height of unless approved in writing.

4.2 Sampling and Analytical Testing. Operator shall conduct sampling and analytical testing for contaminants in accordance with accepted industry protocols. Copies of test results shall be delivered to Landowner within calendar days of receipt by Operator.

4.3 Disposal. Any soil determined to be unsuitable for reuse or stockpiling shall be transported and disposed of at licensed facilities in compliance with all applicable environmental laws. Operator shall bear all costs of transportation, testing and disposal.

5. RESTORATION AND REPAIRS

5.1 Restoration. Upon expiration or earlier termination of this Agreement, Operator shall restore the Property to substantially the condition existing immediately prior to the commencement of the Permitted Activities, consistent with the Restoration Plan described below.

5.2 Failure to Restore. If Operator fails to complete required restoration within the time specified after written notice, Landowner may arrange for completion and recover the reasonable costs from Operator, which Operator shall pay within thirty (30) days of invoice.

6. ENVIRONMENTAL COMPLIANCE

6.1 Compliance with Laws. Operator shall, at its sole cost and expense, obtain and maintain all permits and approvals required by local, state and federal laws for the Permitted Activities and shall perform all work in compliance with applicable environmental statutes, regulations and standards.

6.2 Discovery of Contaminants. If contamination not previously disclosed is discovered on the Property, Operator shall immediately notify Landowner and cease work in the affected area until the Parties agree on an appropriate response or as required by governmental authority. Operator shall be responsible for all corrective action costs for contamination caused by Operator's activities.

7. ACCESS, SAFETY AND TRAFFIC

7.1 Access. Landowner grants Operator non-exclusive access to the Property for the Permitted Activities at times and locations agreed upon in writing. Operator's access shall not unreasonably interfere with Landowner's use of the Property.

7.2 Safety. Operator shall implement and maintain prudent safety measures, post appropriate signage, and comply with all OSHA and other workplace safety requirements. Operator shall ensure that vehicles and equipment do not damage driveways, utilities or improvements.

8. INSURANCE AND BONDING

8.1 Insurance. Operator shall maintain, at its expense, commercial general liability insurance with limits of not less than USD per occurrence and shall name Landowner as an additional insured with respect to operations under this Agreement. Certificates of insurance shall be furnished to Landowner prior to commencement of operations.

8.2 Bond or Security. Prior to commencement, Operator shall deliver to Landowner a performance bond or other security in the amount of USD to guarantee performance of restoration obligations and payment of any costs or claims arising from Operator's activities.

9. INDEMNITY AND RELEASE

9.1 Indemnity by Operator. To the fullest extent permitted by law, Operator shall indemnify, defend and hold harmless Landowner, its officers, directors, agents and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Operator's use of the Property, the Permitted Activities, or any breach by Operator of this Agreement, except to the extent caused by the gross negligence or willful misconduct of Landowner.

9.2 Release. Operator releases Landowner from liability for damage to Operator's equipment or property located on the Property, except to the extent caused by Landowner's gross negligence or willful misconduct.

10. DEFAULT AND TERMINATION

10.1 Default. Either Party shall be in default if it materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice from the non-breaching Party, provided that immediate curative measures are taken if required for safety or environmental protection.

10.2 Termination for Convenience. Landowner may terminate this Agreement for convenience upon thirty (30) days' prior written notice to Operator, in which event Landowner shall reimburse Operator for reasonable, documented, non-recoverable costs incurred prior to termination, subject to verification.

11. NOTICES

11.1 Method. All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or such other address as a Party may designate by written notice.

12. ASSIGNMENT; SUCCESSORS

Neither Party shall assign or transfer its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except that Operator may assign to a contractor performing work on its behalf provided Operator remains primarily liable for performance.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state in which the Property is located, without regard to conflict of law principles. Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the county in which the Property is situated, and the Parties irrevocably submit to the jurisdiction of such courts.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 Entire Agreement. This Agreement, including exhibits and attachments expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral.

14.2 Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be severed and the remainder of the Agreement shall remain in full force and effect.

15. AMENDMENTS; WAIVER; COUNTERPARTS

15.1 Amendments. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

15.2 Waiver. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it in the future.

15.3 Counterparts. 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 electronic facsimile or as a scanned image shall be binding as originals.

16. MISCELLANEOUS

16.1 Relationship of Parties. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee relationship, or agency relationship between the Parties.

16.2 Survival. Provisions which by their nature should survive termination or expiration of this Agreement (including Sections 4, 6, 8, 9, 11, 13 and 14) shall survive.

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