Legal South Road Agreement

LEGAL SOUTH ROAD AGREEMENT

This Legal South Road Agreement ("Agreement") is made and entered into as of between Party A: whose principal address is (hereinafter "Owner"), and Party B: whose principal address is (hereinafter "Authority"). Owner and Authority are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Owner holds fee simple title or control over the land upon which South Road (the "Road") is located and desires to secure rights, maintenance obligations, and cost-allocation procedures relating to vehicular and pedestrian access along the Road; and

WHEREAS, Authority is responsible for permitting, inspection, or maintenance oversight within the relevant jurisdiction and has authority to accept or manage obligations affecting public access, drainage, and safety improvements; and

WHEREAS, the Parties desire to set forth their mutual covenants regarding rights-of-way, maintenance, improvement standards, cost sharing, insurance and indemnification, and procedures for notices and dispute resolution with respect to the Road.

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

1. DEFINITIONS

For purposes of this Agreement the following terms shall have the meanings set forth below:

"Road" means the existing and future roadway known as South Road located within the legal description: , together with rights-of-way, drainage easements, and ancillary shoulders.

"Maintenance" means routine and corrective actions necessary to preserve safe vehicular and pedestrian passage, including but not limited to pavement repair, snow removal, vegetation control, ditching, culvert cleaning and replacement, signage, and line striping.

2. GRANT OF RIGHTS

Owner hereby grants to Authority, its agents and contractors, a non-exclusive easement for access, inspection, maintenance, and public travel over, across and along the Road to the extent necessary to carry out the obligations and rights set forth in this Agreement. This easement shall be subject to the conditions and limitations set forth herein and shall not be construed to convey fee title to Authority.

3. MAINTENANCE RESPONSIBILITIES

3.1 Routine Maintenance. Owner shall be responsible for routine Maintenance of the Road as described in Section 1, except as otherwise expressly allocated to Authority in this Agreement. Routine Maintenance shall be performed in a good and workmanlike manner and in compliance with applicable codes and permits.

3.2 Emergency and Safety Repairs. In the event of an emergency that threatens public safety or imminent damage to property, either Party may undertake emergency repairs. The Party performing emergency repairs shall provide written notice to the other Party within five (5) business days and shall seek reimbursement in accordance with Section 4.

4. COST SHARING AND PAYMENT

4.1 Cost Allocation. Except as otherwise allocated, costs for Routine Maintenance shall be borne by Owner. Costs for non-routine capital improvements to the Road shall be allocated as follows: Owner and Authority , subject to the budget, approval and permitting processes required by Authority.

4.2 Invoices and Payment. The Party incurring an expense shall deliver an itemized invoice to the other Party. The receiving Party shall pay its proportionate share within thirty (30) days of receipt of an undisputed invoice. If a dispute as to any item arises, the undisputed portion shall be paid and the Parties shall resolve the disputed portion in good faith.

4.3 Escrow or Reserve. The Parties may agree to establish an escrow or reserve account to fund future maintenance; any such account shall be governed by a separate escrow agreement executed by the Parties.

5. IMPROVEMENTS; PERMITS; STANDARDS

5.1 Approval and Permits. All material Improvements to the Road shall be subject to Authority's prior written approval where required by law. The Party proposing an Improvement shall obtain all required permits and approvals and shall comply with applicable design standards.

5.2 Contractor Selection. Where practical, competitive bidding or procurement procedures shall be used for Improvements exceeding . Parties agree that contractors must carry insurance as required in Section 6.

6. INSURANCE; INDEMNIFICATION

6.1 Insurance. Each Party shall maintain commercial general liability insurance with limits no less than per occurrence and shall name the other Party as an additional insured with respect to work performed under this Agreement where applicable. Contractors performing work shall maintain workers' compensation and automobile liability coverage as required by law.

6.2 Indemnification. To the fullest extent permitted by law, each Party shall indemnify, defend and hold harmless the other Party, its officers, directors, employees and agents from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with that Party's negligence, willful misconduct, breach of this Agreement, or the acts or omissions of its contractors, agents or employees.

7. TERM; TERMINATION

7.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect for a term of years, unless earlier terminated in accordance with this Section.

7.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision and fails to cure such breach within sixty (60) days after receipt of written notice specifying the breach.

8. ASSIGNMENT

Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that a Party may assign to an affiliate or successor in connection with a transfer of substantially all of its interest in the underlying property upon written notice to the other Party.

9. NOTICES

All notices, consents, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered in person, by certified mail (return receipt requested), overnight courier, or by nationally recognized delivery service to the addresses set forth below or to such other address as either Party designates by written notice. Notices shall be deemed given upon delivery or refusal of delivery.

10. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended, modified or supplemented only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state in which the majority of the Road is located, without regard to conflict of law principles. Venue for any action arising out of this Agreement shall lie exclusively in the courts of that state.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, negotiations, and understandings. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

13. MISCELLANEOUS PROVISIONS

13.1 Further Assurances. Each Party shall execute and deliver such further documents and take such other actions as may be reasonably necessary to carry out the purposes of this Agreement.

13.2 Remedies. The remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity. The prevailing Party in any enforcement action shall be entitled to recover reasonable attorneys' fees and costs.

EXHIBITS AND SCHEDULES

The following Exhibits and Schedules, if attached, are incorporated by reference: Exhibit A — Map/Legal Description of South Road; Exhibit B — Maintenance Standards; Exhibit C — Cost Allocation Worksheet. Describe attached exhibits and attach to the executed Agreement where applicable.

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