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Audit 002465-1
PIPELINE RIGHT-OF-WAY
000594
STATE OF WYOMING
COUNTY OF LINCOLN
§
§
§
KNOW ALL PERSONS BY THESE PRESENTS:
THIS Pipeline Right-of-Way Agreement (hereinafter called "Agreement"), is made this 7th
day of April, 2008, between UINTA DEVELOPMENT COMPANY, a corporation of the State of
Wyoming, P.O. Box 1330, Houston, TX 77251-1330, Grantor, and WILLIAMS FIELD SERVICES
COMPANY, LLC, whose address is P.O. Box 645, WRC 3-4 Tulsa, Oklahoma 74101, Grantee.
WITNESSETH, That Grantor, for and in consideration of the sum of Ten Dollars ($10.00)
and other good and valuable consideration, to it in hand paid by Grantee, the receipt whereof is
hereby acknowledged, has granted, sold and conveyed, and by these presents does grant, sell and
convey unto Grantee, and unto its successors and assigns, a nonexclusive easement for right-of-
way for the construction, operation, maintenance, repair, renewal, reconstruction and use of a
single (4.5") 00 pipeline (hereinafter called "Pipeline"), with necessary appurtenances thereto
(hereinafter called "Facilities"), under the surface of the land situated in the County of Lincoln, State
of Wyoming, described in Exhibit "A" (hereinafter called "Premises"), attached and made a part
hereof, together with the right of ingress and egress to and from Premises for the purpose of
exercising the rights granted.
RESERVING, however, to Grantor, its successors and assigns, the right to construct at any
and all times and to maintain roads, highways, pipelines and telephone, telegraph and electric
1_1 power pole and wire lines, over, under and across, without cost, expense or compensation
whatsoever to Grantee but in such a way as not unreasonably to interfere with Pipeline or Facilities
7 of Grantee on the Premises; it being understood that the right so reserved to Grantor, its
successors and assigns, is retained along with the general right of Grantor, its successors and
assigns, to the use of the Premises for any purpose not inconsistent with the use by Grantee of said
easement for the purposes herein defined. The easement granted hereby is nonexclusive and
Grantor may grant such other easements and rights-of-way over and across the Premises as it may
elect, provided that any such other grant not unreasonably interfere with the rights granted to
Grantee by this easement. The easement granted hereby and described in Exhibit "A" is for a strip
of land Thirty feet (30') in width for a pipeline being Fifteen feet (15') on either side of the centerline
of the Pipeline when constructed, all as described in Exhibit "A".
This Agreement is made subject to all outstanding leases and other outstanding rights,
including, but not limited to, those for highways and other roadways and rights of way for irrigation
ditches, pipelines, pole and wire lines and the right of renewals and extensions of the same, and
subject also to all conditions, limitations, restrictions, encumbrances, reservations or interests of
any person which may affect the Premises, whether recorded or unrecorded, and is made without
covenant of title or for quiet enjoyment.
The Agreement herein made is on the express condition that Grantor, its successors and
assigns, shall not be liable to Grantee, its successors or assigns, for any damage occurring to the
Pipeline and/or Facilities made or to be made by Grantee upon the Premises or for any other
damage whatsoever occasioned by subsidence of the surface of the Premises as a result of mining
underneath the same or resulting in any other way from the removal of coal or other minerals in or
underlying the Premises.
All operations hereunder shall be conducted at the expense of Grantee and in compliance
with all Federal, State and County laws, rules, ordinances and regulations which are applicable to
the area of operations including but not limited to those pertaining to environment, fire, sanitation,
conservation, water pollution, and fish and game. All of Grantee's operations hereunder shall be
conducted in a prudent manner. IF, AS A RESULT OF GRANTEE'S OPERATIONS UPON OR
USE OF SAID PREMISES HEREUNDER, ANY STATUTE, LAW, ORDINANCE, RULE,
REGULATION OR REQUIREMENT IS VIOLATED, GRANTEE SHALL PROTECT, SAVE
HARMLESS, DEFEND AND INDEMNIFY GRANTOR AND ITS AFFILIATES, THEIR OFFICERS,
EMPLOYEES AND/OR AGENTS, AGAINST AND FROM ANY AND ALL PENALTIES, FINES,
COSTS AND EXPENSES, INCLUDING COURT COSTS AND COUNSEL FEES, IMPOSED UPON
OR INCURRED BY GRANTOR AND/OR ITS AFFILIATES, THEIR OFFICERS, EMPLOYEES
AND/OR AGENTS, RESULTING FROM, OR CONNECTED WITH, SUCH VIOLATION AND/OR
VIOLATIONS.
RECEIVED 6/18/2008 at 2:45 PM
RECEIVING # 939877
BOOK: 697 PAGE: 594
lI:::l1I\l"lr:;: WAGNER
LINCOLN CO..""' I ':';LERK, KEMMERER, WY
1
,Received
APR 1 4; 2008
Right-of-W2' ,
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000595
Audit uu¿Qo5-1
Grantee shall not suffer or permit any mechanic's lien, or other lien, to be filed against said
Premises or any part thereof, by reason of work, labor, services, or materials supplied, or claimed to
have been supplied, to Grantee, or anyone claiming under Grantee. If any such mechanic's lien, or
other lien, shall at any time be filed against said Premises, Grantee shall cause the same to be
discharged of record within thirty (30) days of the date of filing the same; and if Grantee shall fail to
discharge such lien within such period, then Grantor may, at its option, discharge the same by
paying the amount claimed to be due without inquiry into and regardless of the validity of the same
and Grantee shall thereupon reimburse Grantor within thirty (30) days of receipt of Grantor's
request for any payment so made.
Grantee is advised that the generation, transportation, treatment, storage and disposal of
hazardous wastes are controlled by the Federal Resource Conservation and Recovery Act of 1976
and regulations issued pursuant to the Act and subsequent Acts by the United States
Environmental Protection Agency (EPA) and/or state agencies. If Grantee's use of the Premises
shall include any regulated hazardous waste activities, Grantee shall obtain a hazardous waste
permit from the EPA or appropriate state agency and shall provide copy of same to Grantor within
thirty (30) days following Grantee's receipt of said permit.
GRANTEE, FOR ITSELF, ITS SUCCESSORS AND ASSIGNS, BY THE ACCEPTANCE OF
THIS EASEMENT, AGREES TO INDEMNIFY AND HOLD HARMLESS GRANTOR AND ITS
AFFILIATES, THEIR OFFICERS, AGENTS, EMPLOYEES, SUCCESSORS OR ASSIGNS,
AGAINST AND FROM ANY AND ALL LIABILITY, LOSS, DAMAGE, CLAIMS, DEMANDS,
ACTIONS, CAUSES OF ACTION, FINES, PENALTIES, COSTS AND EXPENSES OF
WHATSOEVER NATURE, INCLUDING A TTORNEY'S FEES AND COSTS WHICH MAY RESULT
FROM PERSONAL INJURY TO OR DEATH OF PERSONS WHOMSOEVER, OR DAMAGE TO
OR LOSS OR DESTRUCTION OF PROPERTY OR THE ENVIRONMENT, INCLUDING THE
PIPELINE AND FACILITIES OF GRANTEE, AND INCLUDING ENVIRONMENTAL CLAIMS,
NATURAL RESOURCE DAMAGE CLAIMS, CLAIMS FOR ENVIRONMENTAL VIOLATIONS,
ENVIRONMENTAL NONCOMPLIANCE, OR ENVIRONMENTAL RELEASES PURSUANT TO
THE SOLID WASTE DISPOSAL ACT, AS AMENDED BY THE RESOURCE CONSERVATION
AND RECOVERY ACT (RCRA), COMPREHENSIVE ENVIRONMENTAL RESPONSE,
COMPENSATION AND LIABILITY ACT (CERCLA), SUPERFUND AMËNDMENTS AND
REAUTHORIZATION ACT (SARA), THE TOXIC SUBSTANCE CONTROL ACT (TSCA), THE
HAZARDOUS MATERIALS TRANSPORTATION ACT, THE FEDERAL INSECTICIDE,
FUNGICIDE AND RODENTICIDE ACT, THE SAFE DRINKING WATER ACT, OCCUPATIONAL
SAFETY AND HEALTH LAWS, AND REGULATIONS PURSUANT THERETO OR TO THEIR
STATE STATUTORY OR REGULATORY EQUIVALENTS, OR GROWING OUT OF
INTERFERENCE WITH THE PROPER OPERATION OF SIGNAL, TELEPHONE OR TELEGRAPH
LINES, OR OTHER ELECTRICALLY OPERATED DEVICES OR APPURTENANCES OF
GRANTOR OR ITS AFFILIATES, OR OF ITS OR THEIR TENANTS, WHEN SUCH PERSONAL
INJURY, DEATH, LOSS, DESTRUCTION OR DAMAGE, HOWSOEVER CAUSED, GROWS OUT
OF OR ARISES FROM OR IN CONNECTION WITH THE CONSTRUCTION, OPERATION,
MAINTENANCE, REPAIR, RENEWAL, RECONSTRUCTION, REMOVAL OR USE OF SAID
PIPELINE AND FACILITIES OR THE BURSTING OF OR LEAKS IN SAID PIPELINE AND
FACILITIES HEREINAFTER COLLECTIVELY CALLED "CLAIMS"; PROVIDED, HOWEVER, IF A
CLAIM IS CAUSED IN WHOLE OR PART BY THE NEGLIGENCE OR WILLFUL MISCONDUCT
OF GRANTOR OR ANY OF ITS AFFILIATES OR ANY OF ITS OR THEIR OFFICERS,
EMPLOYEES AND/OR AGENTS, THEN GRANTEE'S INDEMINIFICATION AND HOLD
HARMLESS OBLIGATIONS ASSUMED IN THIS PARAGRAPH SHALL BE REDUCED IN
PROPORTION TO THE PRO RATA NEGLIGENCE OR WILLFUL MISCONDUCT, IF ANY, BY
GRANTOR OR ANY OF ITS AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, EMPLOYEES,
AND/OR AGENTS IN CONNECTION WITH SAID CLAIM. NOTHING HEREIN SHALL BE
CONSTRUED AS MEANING THAT GRANTEE IS AGREEING TO INDEMINIFY AND HOLD
HARMLESS GRANTOR FOR GRANTOR'S OWN NEGLIGENCE OR WILLFUL MISCONDUCT.
The term "affiliate" (or "affiliates" as the case may be) as used herein means any corporation
which directly or indirectly controls, or is controlled by, or is under common control with Grantor.
Grantee shall not assign this Easement, or any interest therein, without the prior written
consent of Grantor, which consent shall not be unreasonably withheld. Notwithstanding the
foregoing, Grantee may assign this easement or any portion thereof to any affiliated company
without Grantor's consent, but upon written notice to Grantor of such assignment. However,
Grantee shall first obtain the consent of Grantor before any assignment is made to a non-affiliate of
Grantee.
Grantee hereby agrees to provide Grantor with an as-built plat of the Pipeline and Facilities
installed in the exercise of the rights granted hereunder within ninety (90) days of completion or
construction.
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000596
Notwithstanding anything contained herein to the contrary, it is hereby agreed and
understood that said Pipeline granted herein shall be buried at a minimum depth of forty-eight (48").
For the purposes of this Agreement, abandonment by the Grantee of the Pipeline and
Facilities shall be defined as Grantee's failure to use the Pipeline and Facilities or any portion
thereof for the uses heretofore stated for a period of twenty-four (24) consecutive months or
Grantee otherwise abandons the Pipeline and Facilities within a shorter period oftime. In the event
of abandonment by the Grantee of the Pipeline and Facilities, all rights herein granted to the
Grantee in the Premises shall cease and terminate with respect to the Premises so abandoned, and
Grantee, its successors or assigns, shall deliver to Grantor a recordable instrument evidencing that
the title to the Premises so abandoned is free and clear of said easement as well as any liens,
encumbrances, clouds upon or defects in the title to said Premises created or permitted to be
created by Grantee, its successors or assigns, Termination of the rights granted hereunder shall not
relieve Grantee, its successors and assigns from compliance with the covenants and agreements
contained herein, subject to the events of force majeure. Upon Grantor's written approval, Grantee
may elect to abandon the subsurface pipeline in place so long as Grantee abandons the Pipeline in
place in accordance with all applicable federal, state, and local safety standards then in effect;
however, Grantee shall remove any, and all, Facilities located on the Premises above such
Pipeline.
If the Pipeline or Facilities or any portion thereof are abandoned or G~antee fails to use the
Pipeline and Facilities for a period in excess of twenty-four (24) consecutive months, and Grantee
fails to remove the Pipeline and Facilities so abandoned and restore the portion of the Premises to
which the abandoned Pipeline and facilities are appurtenant to its original condition within one
hundred twenty (120) days after receipt of notice from Grantor to perform such activities, Grantor
may perform such activities for the behalf of Grantee and Grantee shall thereupon reimburse
Grantor within forty-five (45) days of receipt of Grantor's request for any payment so made,
regardless of the reasonableness of the cost of such activities.
Grantee hereby agrees that the surface of any of the Premises disturbed in the exercise of
the rights granted hereunder to Grantee shall be reseeded by Grantee, at the sole expense of
Grantee, in a manner consistent with applicable Governmental requirements on comparable
adjacent areas of public lands. Grantee shall eradicate all noxious weeds from the Premises and
shall not allow the same to go to seed. Additionally, Grantee shall not change the location of or
injure any permanent fences or irrigation structures located on the Premises.
The Agreement is also made by Grantor and accepted by Grantee subject to the possible
relocation of the Pipeline and Facilities granted herein. Grantor or its affiliates shall give Grantee
written notice of any intention to relocate said Pipeline and Facilities granted hereunder. Said
notice shall be provided not less than six (6) months prior to commencement of such relocation. If
such relocation is required by Grantor, Grantor shall provide Grantee, subject to availability of
property suitable for the intended use, a substitute right-of-way for the placement of Grantee's
relocated Pipeline and Facilities at no additional cost, with the exception of damages to crops,
fences, livestock or water supply ditches. Grantor and Grantee hereby agree that the cost
associated with the physical relocation of Grantee's Pipeline and Facilities shall be Grantee's sole
responsibility.
In accordance with Section 1445(b)(2) of the Internal Revenue Code, Grantor, Federal 10
No. 87-0185730, certifies that it is not a foreign corporation and withholding of Federal Income Tax
from the amount realized will not be made by Grantee. Grantor understands that this certification
may be disclosed to the Internal Revenue Service by the Grantee and that any false statement
made here could be punished by fine, imprisonment, or both.
Subject to the foregoing, the terms and conditions of this grant shall be applicable to
Grantee, its successors and assigns.
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Audit uUL'to5-1
000597
IN WITNESS WHEREOF, Grantor and Grantee have executed this Agreement on the
date(s) set forth below in the acknowledgments, to be effective on the day and year first written
above.
Attest:
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WILLIAMS FIELD SERVICES COMPANY, LLC
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By: . - '-'ý~ ~,
Name: Gr~Ä."'-·~ Id,~{cr
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Title: t1 ·1AÆJ1d ~..3f~-¿;I-
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STATE OF TEXAS
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COUNTY OF MONTGOMERY
The foregoing instrument was acknowledged before me this d q .¡..L day of
r:)v'v , 20r) % , by George Peters, as Vice President of Uinta Development Company.
WITNESS my hand and official seal.
My commission expires 7- 5Ch.:.:2.0 II
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6YJe.. t; t~/VIvt.Å..r L7CAA../fY)
Not ry Public
STATE OF ~
COUNTYOF~
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a¡.;Th~ L foregoing irystrument¡.IJ wa~ açkno.Y"ledged
Y1/Í ,20~, by ~Cc..-+'î '--lªtJI'OV
of Williams Field Services Company, LLC.
WITNESS my hand and official seal.
My commission expires q -¿)-I -é)-O¡Ò
before me this J [s-Þt1 d~ of
,as ~~ /+
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Notary Public
(SEAL)
SALLY POOLE NOTARY PUBLIC
COUNTY OF 6i STATE OF
SWEETWATER". WYOMING
MY COMMISSION EXPIRES c¡ - d--/ --¡ Ö
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RlW No. 8743
(;00598
EXHIBIT A
WILLIAMS FIELD SERVICES COMPANY LLC
MOXA ARCH GATHERING SYSTEM
WHISKEY BUTTES UNIT 356-21E
LEGAL DESCRIPTION
OF
A PROPOSED PIPELINE RIGHT-OF-WAY
ACROSS
UINTA DEVELOPMENT COMPANY LANDS
SECTION 21, TOWNSHIP 21 NORTH, RANGE 112 WEST, 6TH PM,
LINCOLN COUNTY, WYOMING
A STRIP OF LAND 30.00 FEET WIDE ACROSS A PORTION OF SECTION 21, TOWNSHIP 21
NORTH, RANGE 112 WEST, 6TH PM, LINCOLN COUNTY, WYOMING, BEING 15 FEET EACH
SIDE, MEASURED AT RIGHT ANGLES FROM THE FOLLOWING DESCRIBED SURVEY LINE,
WHICH IS THE CENTERLINE OF AN EXISTING 4 )!z INCH DIAMETER PIPELINE:
BEGINNING AT A POINT LOCATED IN THE SOUTHEAST QUARTER OF THE SOUTHWEST
QUARTER OF SECTION 21, SAID POINT BEARS NORTH 17°33'25" WEST A DISTANCE OF
957.1 FEET FROM THE SOUTH QUARTER CORNER OF SAID SECTION 21;
THENCE SOUTH 64°54'56" WEST A DISTANCE OF 804.2 FEET;
THENCE SOUTH 79°36'47" WEST A DISTANCE OF 147.9 FEET TO THE END OF THE
LINE AT A POINT LOCATED IN THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER
OF SAID SECTION 21: SAID POINT BEARS NORTH 70°44'18" EAST A DISTANCE OF 1565.9
FEET FROM THE SOUTHWEST CORNER OF SAID SECTION 21.
THE LENGTH OF THE ABOVE DESCRIBES SURVEY LINE IS 952.0 FEET, OR 57.697
RODS, OR 0.180 MILES.
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COATING: PLEXGUARD
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SEE DWG. STD-B-1-1035
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SEE DWG. STD-D-1-Z017
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SUBDIVISION
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DlINER
UINT A DEVELOPMENT
FEET
952,0
HILES
0,180
ACRES
0.656
RODS
57,697
APPUCA TION D"G.
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> 1 3/4/08 SRH
1:1 NO. DATE BY
INFO
AS CONSTRUCTED 1055518 BS
DESCRIPTION \,I.O.NO, CHK. APP. NO.
DRAFTING BY DATE STATE' \,IYOMING
SRH 3/4/08 COUNTY. LINCOLN
DATE BY
\,1,0, NO, CHK, APP,
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Williams Field Services Co. LLC øu
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DESCRIPTION
RI\,I #.
METER #.
SURVEYED'
8743 DRA\,IN BY
CHECKED BY
BS
LP
3/4/08
3/10/08
MOXA ARCH GATHERING SYSTEM
EDG - \oIHISKEY BUTTES UNIT 356-21E
0+00 = P.D.T. ON \oIHISKEY BUTTES 9
(REF. D\oIG. 20A 786,0-20-1)
SEC, 21, T -21-N, R-112- \01, 6th PM
\,IYI,/ #.
2/15/08 APPROVED BY
ENGINEER
BY
DATE
BLM OFF'
DESIGNED BY
PROJ, APPROVED
SCALE. 1'=1000'
'v/,O, NO. 1055518
DWG NO.
20A 786,0-68-1
SHEET REV
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