Waterway Thalweg Agreement

WATERWAY THALWEG AGREEMENT

Effective Date:

Parties and Property

Waterway Name: — Location / Reach Description:

Recitals

WHEREAS, Party A and Party B are owners of adjacent riparian parcels adjoining the Waterway identified above and each holds riparian rights subject to applicable law; and

WHEREAS, the parties desire to establish, delineate and record an agreed thalweg line as the functional channel line for purposes of riparian boundary, maintenance responsibilities, navigation access, and related works within the portion of the Waterway that borders their properties; and

WHEREAS, the parties wish to set forth their agreement regarding survey, marking, maintenance, cost allocation and liability in connection with the thalweg and associated works.

Scope of Work

The parties agree that the following scope of work shall be performed to establish and maintain the agreed thalweg within the Waterway.

Standard included activities (check all that apply):

Survey and preparation of thalweg baseline and coordinates
Physical marking of thalweg for reference (buoys/markers)
Dredging to maintain navigable channel within agreed limits
Routine maintenance, debris removal, and bank stabilization
Access improvements (e.g., riparian crossings, ramps)

Payment Terms

The parties agree the costs for the scope of work described above shall be allocated and paid as follows.

Payment Due Date:    Late Payment Interest:

Term and Termination

This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with this Agreement, shall remain in effect through the End Date.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above after receiving written notice. Termination shall not relieve obligor parties of accrued payment, indemnity or restoration obligations.

Confidentiality

Each party shall hold in confidence and shall not disclose to any third party non-public information of the other party that is marked confidential or that by its nature a reasonable person would consider confidential, including survey data, engineering reports, and proprietary cost estimates (Confidential Information). Confidential Information shall not include information that (a) was already known to the receiving party without restriction, (b) becomes publicly known other than through a breach by the receiving party, (c) is rightfully received from a third party without obligation of confidentiality, or (d) is independently developed by the receiving party.

Liability, Indemnification and Insurance

Each party shall be responsible for damages arising from its negligent acts or omissions in performing the Scope of Work, and shall indemnify, defend and hold harmless the other party from liabilities, claims, losses or expenses arising out of such negligent performance. The parties shall maintain insurance customary for the type of work described in this Agreement, including commercial general liability coverage with limits sufficient to cover potential exposures.

Dispute Resolution

The parties shall attempt in good faith to resolve disputes arising out of or relating to this Agreement through direct negotiation. If negotiation fails, the parties agree to mediate the dispute prior to initiating litigation. Any litigation shall be brought only in the courts located in the state selected in the Governing Law clause below.

Notices

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses provided by the parties herein by personal delivery, nationally recognized overnight courier, or certified mail.

Governing Law

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

Amendment; Assignment; Severability

This Agreement may be amended only by a written instrument signed by both parties. Neither party may assign its rights or obligations without the prior written consent of the other, except to a successor to substantially all of such party’s assets or business. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement

This Agreement, including any exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, regarding the subject matter.

Execution

The parties acknowledge that they have read and understand this Agreement and that they have authority to execute this Agreement on behalf of the entity or individual they represent.

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