Utility Line Agreement

UTILITY LINE AGREEMENT

Parties

This Utility Line Agreement (the Agreement) is entered into between:

Recitals

WHEREAS, Utility Owner operates and maintains utility facilities and desires the right to install, operate, inspect, maintain, repair, replace and, if necessary, relocate a utility line and associated facilities (collectively, Utility Line) on, over, under and across the Property Owner's land identified below; and

WHEREAS, Property Owner is the owner of the real property described as: and is willing to grant certain rights to Utility Owner on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding installation, use, maintenance, repair, relocation, compensation and indemnity with respect to the Utility Line.

Scope of Work

Utility Owner shall be permitted to perform the work necessary to install, construct, inspect, operate, maintain, repair and remove the Utility Line, together with any associated equipment, anchors, marker posts, conduits and appurtenances, on the portions of the Property described above. Work shall be performed in accordance with good industry practice and applicable law.

Payment Terms

As consideration for the rights granted herein, Utility Owner shall pay Property Owner as set forth below. All payments shall be in lawful currency and subject to the terms below.

Term and Termination

The rights granted under this Agreement shall commence on the Effective Date and continue for the Term specified below unless earlier terminated in accordance with this section.

Effective Date: . Term expires on: , unless sooner terminated.

Termination for material breach: the non-breaching party may terminate on written notice if the breaching party fails to cure within days after receipt of written notice specifying the breach.

Access, Construction, Restoration and Relocation

Utility Owner shall have reasonable access to the Property for the purposes of installing, inspecting, operating, maintaining and repairing the Utility Line. Construction shall be performed with reasonable care to minimize disturbance. Utility Owner shall promptly restore the Property to substantially the same condition as existed prior to work, subject to normal settlement and wear.

Insurance, Indemnity and Liability

Utility Owner shall maintain commercial general liability insurance and automobile liability insurance with limits no less than those specified by applicable law and shall name Property Owner as an additional insured for operations under this Agreement where applicable. Utility Owner agrees to defend, indemnify and hold harmless Property Owner from and against all liabilities, claims, damages and expenses arising out of Utility Owner's negligent acts or omissions in connection with the Utility Line, except to the extent caused by Property Owner's gross negligence or willful misconduct.

Compliance with Laws and Permits

Utility Owner shall obtain and maintain all permits, licenses and governmental approvals required for the work and operations contemplated by this Agreement and shall comply with all applicable laws, regulations and lawful orders in performing its obligations.

Liens and Taxes

Utility Owner shall keep the Property free from mechanics' and materialmens' liens arising from Utility Owner's operations. Utility Owner shall pay all taxes attributable to its personal property, equipment and improvements associated with the Utility Line. Any real property tax increases attributable solely to the installation of the Utility Line shall be the responsibility of .

Confidentiality

To the extent either party furnishes the other with confidential business information, such information shall be held in confidence and used only for the purposes of this Agreement. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party or that is independently developed or rightfully obtained from third parties without restriction.

Assignment and Successors

This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Utility Owner may assign its rights hereunder to an affiliate or a successor in interest to the Utility Line, provided that the assignee assumes Utility Owner's obligations under this Agreement in writing.

Governing Law; Entire Agreement; Severability

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements and understandings. If any provision is held invalid, the remaining provisions shall continue in full force and effect.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing. Notices are effective upon personal delivery, confirmed delivery by nationally recognized courier, or three days after deposit in the mail with postage prepaid.

Miscellaneous Provisions

All remedies provided herein are cumulative and in addition to any other remedies available at law or in equity. No waiver shall be effective unless in writing and signed by the waiving party. Amendments must be in writing and signed by both parties.

Acknowledgment

The parties acknowledge that each has read this Agreement, understands its terms, and has had the opportunity to seek independent counsel. The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the respective parties.

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