Reciprocal Easement Agreement

Drafts a recordable REA creating perpetual cross-easements and operating covenants between adjacent commercial parcels developed as an integrated project.

Prerequisites

Gather before drafting:

Legal descriptions — metes-and-bounds or lot/block for each parcel (Exhibits A & B)
Site plan — boundaries, access points, drive aisles, parking layout, common areas (Exhibit C)
Utility plan — existing/proposed corridors, connection points (Exhibit D)
Party info — full legal names, entity type, jurisdiction, principal addresses
Development details — use type, GLA per parcel, parking ratios, anchor tenants, phasing
Existing encumbrances — title reports, easements, CC&Rs, zoning conditions
Business terms — cost-sharing formula, maintenance standards, use restrictions, insurance minimums

Document Structure

Draft sections in this order:

| # | Section | Key Content | |---|---------|-------------| | 1 | Title & Preamble | "RECIPROCAL EASEMENT AGREEMENT" centered, all-caps; effective date; party intros; parcel exhibit refs | | 2 | Recitals | Fee simple ownership; contiguity; development intent; covenants run with the land | | 3 | Definitions | Parcel A/B, Common Areas, GLA, Operating Costs, Permitted Uses, Project | | 4 | Access Easements | See §4 below | | 5 | Parking Easements | See §5 below | | 6 | Utility Easements | See §6 below | | 7 | Maintenance Covenants | See §7 below | | 8 | Cost Sharing | See §8 below | | 9 | Use Restrictions | See §9 below | | 10 | Insurance & Indemnification | See §10 below | | 11 | Term & Recording | See §11 below | | 12 | Enforcement & Remedies | See §12 below | | 13 | Amendment & Termination | See §13 below | | 14 | General Provisions | See §14 below | | 15 | Execution & Acknowledgments | Signature blocks per entity type; notarial forms per state | | 16 | Exhibits | A (Parcel A legal desc.), B (Parcel B legal desc.), C (site plan), D (utility plan) |

Section Specifications

§4 — Access Easements

Non-exclusive, perpetual, 24/7 vehicular and pedestrian
Beneficiaries: owners, tenants, subtenants, employees, customers, invitees, licensees
Covers: driveways, drive aisles, fire lanes, sidewalks, crosswalks, turning radii, queuing areas
Relocation: 60 days' notice; substantially equivalent; must meet building/fire/ADA codes; new route operational before old closed
Emergency vehicle access maintained at all times per fire department requirements

§5 — Parking Easements

Non-exclusive shared parking (exclude designated reserved spaces)
Minimum ratios tied to GLA and use type — align with local zoning
No reduction below minimum without other party's written consent (sole discretion)
Each owner enforces/tows on own parcel
GLA increase beyond original plan triggers additional parking requirement

§6 — Utility Easements

Perpetual, non-exclusive: water, sewer, storm drainage, gas, electric, telecom, cable
Corridor widths: 15 ft underground; 20 ft where structures/equipment present
Work protocol: 10 business days' notice (emergency exception); workmanlike manner; prompt surface restoration
Shared infrastructure cost by proportionate benefit or metered usage
Obligation to extend services for future development on either parcel

§7 — Maintenance Covenants

Each owner maintains easement areas on own parcel to first-class commercial standard
Covers paving (seal coat, restripe, resurface), landscaping (mow/prune/irrigate/replace), lighting (prompt replacement, adequate illumination)
Shared facilities (monument signs, entry features) — cost split by GLA ratio
Cure: written notice → 30-day cure (immediate for safety) → self-help with cost recovery + attorney fees

§8 — Cost Sharing

Default: GLA ratio (Parcel GLA ÷ total Project GLA)
Alternatives: metered usage (utilities), space count (parking)
Invoice within 30 days with documentation; payment due within 30 days of invoice
Late interest: lesser of 1.5%/month or statutory maximum
Major expenditures (>$50K): advance notice with scope, estimate, allocation basis; other party may review/suggest alternatives
Consider reserve accounts for capital replacements

§9 — Use Restrictions

No obstruction of easement areas or permanent structures in corridors
No storage in access/parking areas; no hazardous materials beyond normal commercial operations
No nuisance (noise, odors, vibrations); no manufacturing inconsistent with development character
Design controls: signage subject to approval; new construction must be architecturally compatible
Drainage: no alteration adversely affecting adjacent parcel; maintain stormwater compliance

§10 — Insurance & Indemnification

| Coverage | Minimum | |----------|---------| | CGL per occurrence | $2,000,000 | | CGL aggregate | $4,000,000 | | Additional insured | Other party named |

Mutual indemnification for claims from indemnitor's use/maintenance/operation or REA breach
Carve-out for indemnitee's negligence or willful misconduct
Survives termination; extends to officers, directors, members, managers, employees, agents

§11 — Term & Recording

Perpetual; covenants run with the land; binding on all successors including through foreclosure/deed-in-lieu
Record immediately in county official records
Future deeds/mortgages/leases must reference recording info
REA controls over subsequently recorded CC&Rs absent written amendment
Require lender SNDA recognizing easement rights survive foreclosure

§12 — Enforcement & Remedies

Remedies: specific performance, injunctive relief, declaratory relief, damages
Stipulate unique nature / irreparable harm (no bond for injunction)
Pre-suit notice: 30 days non-emergency; 10 days safety/material interference; extension if cure diligently pursued
Mandatory mediation before litigation (except emergency injunctive relief / TRO)
Prevailing party recovers attorney fees, expert fees, costs

§13 — Amendment & Termination

Amendment: written, signed by all current owners, recorded
No oral modification; no waiver by course of dealing
Termination: recorded written instrument by all owners
Consolidation: easements may terminate on single ownership; operational covenants survive
Subdivision: REA binds all resulting parcels; unauthorized termination/release is void

§14 — General Provisions

Include: governing law (situs state, no conflict-of-law), severability with reformation, notice (personal delivery / overnight courier / certified mail with deemed-received rules), no contra proferentem, headings non-substantive, entire agreement / merger, counterparts, lender subordination/recognition.

Execution Blocks

| Entity Type | Includes | |-------------|----------| | Individual | Signature, printed name, date | | Corporation | Officer signature, name, title, date; secretary attestation if state requires | | LLC | Member/manager signature, name, title, date |

Notarial acknowledgment must comply with recording-state statutory form (venue, personal appearance, identification, notary signature/seal/commission expiration).

Checks

Extract all property details and party info from provided documents before drafting
Flag missing information with [INSERT] placeholders and completion instructions
Verify legal descriptions match deeds and title policies
Confirm parking ratios comply with municipal zoning code
Adjust insurance minimums to project scale (stated minimums are baselines)
Cross-reference all exhibits with "attached hereto and incorporated herein by reference"
Confirm multi-state parties' authority to transact in property's state
Use statutory short-form acknowledgment where adopted
Mark unconfirmed statutes/ordinances with [VERIFY]