HomeMy WebLinkAbout945680
ASSIGNMENT AND ASSUMPTION AGREEMENT
(:0&761.
STATE OF WYOMING §
§
COUNTY OF LINCOLN §
KNOW ALL PERSONS BY THESE PRESENTS:
That JONAH GAS GATHERING COMPANY, a Wyoming corporation ("Assignor"),
for value received, does hereby grant, bargain, sell, transfer, convey, assign to ENTERPRISE
GAS PROCESSING, LLC, a Delaware limited liability company ("Assignee"), its successors
and assigns; and Assignee hereby accepts all of Assignor's right, title, benefit and interest in and
to that certain Pipeline Right of Way Easement, dated February 17, 2003, by and between
Anadarko Land Corp., f/k/a RME Land Corp., a Nebraska corporation ("Anadarko") and
Assignor, a copy of the same being attached hereto as Exhibit A and incorporated herein for all
purposes (the "Pipeline ROW"). Further, Assignee accepts and agrees to be bound by, the terms
and conditions, rights and obligations, acquired or held by Assignor by virtue of the Pipeline
ROW.
Assignor, as of the 31st day of March, 2006, hereby relinquishes all its rights 'and
obligations under the Pipeline ROW, and assigns and transfers the same. for the. .benefit of the
Assignee. Further, Assignor has left all of the pipelines and associated facilities and equipment
connected with said Pipeline ROW on the said premises as described in said Pipeline ROW for
the benefit of the Assignee.
Assignee hereby assumes the obligations contained in the Pipeline ROW from and after
the 31st day of March, 2006. Assignee agrees to indemnify and hold harmless Assignor from
liabilities for injuries and deaths of persons and damages to property arising out of Assignee's
ownership and operation of the assigned premises by Assignee from and after 11:59 PM, Central
Standard Time on March 31, 2006 (the "Effective Time"), and Assignor agrees to indemnify and
hold harmless Assignee from liabilities for injuries and deaths of persons and damages to
property arising out of Assignor's ownership and operation of the assigned premises prior to the
Effective Time.
Assignor hereby covenants to Assignee that Assignor is the lawful owner of the Pipeline
ROWand has good right to sell and convey the same subject to the consent of Anadarko.
Assignor hereby covenants to Assignee that Assignor has not previously assigned any of its
right, title and interest in and to the Pipeline ROW to any other person or entity.
Upon execution of this Assignment and Assumption Agreement Assignor shall provide
letter notification to Anadarko of its desire to convey its right and title in the Pipeline ROW
along with the consent attached hereto and made part hereof, for its approval of said assignment.
Assignor further agrees to pay any fees requested by Anadarko associated with its review of this
Assignment and Assumption Agreement. Upon receipt of Anadarko's consent Assignor agrees
to provide Assignee with the executed copies of the same. I
I
r tho (!ignatures are on the n~xt page.]
RECEIVED 3/4/2009 at 10:59 AM
RECEIVING # 945680
BOOK: 716 PAGE: 761
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
The parties are signing this Assignment on the 31-;'¡' of~, 2006.
ûOili62
JONAH GAS GATHERING COMPANY
By: TEPPCO GP, C., its managing general
partner
ENTERPRISE GAS ROCESSING, LLC
By:
Name:
Title:
ûOû763
State of Texas )
)
County of Harris )
The foregoing instrument was acknowledged before me by JDhf\ N. &ooJ¿pc..s ~rc...
V i c..~ f'flC-S ;J.e.I't + of Jonah Gas Gathering Company, a Wyoming general
partnership, this ~ day of March, 2006
wifess my hand and official seal.
L- ¿. M.~
flitle of officer
My Commission Expires:
~""""""..................................................r""""""""""""""""""""""""""""""~~1~
§ o....~'i<V PÚ<I'c' JANIS E. MCRAE §
S : ~ NOTARY PUBLIC, STATE OF TEXAS 8
\1 'Ie Y COMMISSION EXPIRES ~
~ :1"i'OF~~+ NOV. 23, 2006 §
g....r..............r..r..........................."........r.;~................................................................8
State of Texas )
)
County of Harris )
The foregoing instrument was acknowledged before me by A. :r TeA~~
G.)(c'LL.¡~II) ~ V;c..c... fre..s ;J~I1+ of Enterprise Gas Processing, LLC, a elaware limited
liability company, this ~I" ¡-day of March, 2006
wilness my hand and official seal.
;~
My Commission Expires:
CONSENT OF ANADARKO
00û764
Anadarko ~and Corp., fIkIa RME Land Corp., a Nebraska corporation ("Anadarko")
does hereby consent to the above assignment and assumption agreement, dated March 31, 2006,
between Jonah Gas Gathering Company, a Wyoming general partnership ("Assignor"), and
Enterprise Gas Processing, LLC, a Delaware Limited Liability Company ("Assignee") (the
"Assignment Agreemenf'), as required pursuant to that certain purchase and sale agreement
dated March 31, 2006, between Assignor and Assignee. Anadarko acknowledges that pursuant
to and on the terms of the Assignment Agreement, Assignor has agreed to assign to Assignee the
benefit of all of Assignor's rights, title, benefit and interest under that certain Pipeline Right of
Way dated February 17, 2003, by and between Anadarko and Assignor (the "Pipeline ROW")
from and after the Effective Time, and Assignee' has agreed to perform all of Assignor's
obligations and duties that arise after the Effective Time under the Pipeline ROW.
. .....~_._... _.__u_._
By:
Name:
. Title:...
Nebraska corporation
e-f
Agønt AndAttomeyIA;,Faøt-
STATE OF TEXAS
)
) ss:
)
00&765
COUNTY OF MONTGOMERY
Jhe foregoing instrument was aCk!\~Wledged before me this R day of
Zl/..fl.JrI) , 20.o.f¿. by .-:rãn?IS L{ll,¿J.)(iÝr1Þ . as Agent and Attorney-in-Fact
of Anadarko Land Corp.
WITNESS my hand and official seal.
My commission expires .:Jq!Î(Jat7{ ~ ¡;O!õ .
')·,~'~Ir
Notary P~c
(SEAL)
-. . _.~ ....-.
e A.ØEIP8If
,. - , ' ~.==-~
....................
Exhibit A
[Pipeline ROW]
....n .u_____
00Û1766
PIPELINE RIGHT-OF-WAY
ÜOó767
COUNTY OF LINCOLN
§
§
§
KNOW ALL PERSONS BY THESE PRESENTS:
STATE OF WYOMING
THIS EASEMENT, Made this 17th day of February, 2003, between ANADARKO LAND
CORP ' f/kla RME Land CORP., a corporation of the State of Nebraska, Grantor, and JONAH GAS
GATHERING COMPANY. whose address is 1324 North 'th Avenue, Greeley, Colorado 80631-9569,
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, an EASEMENT for rights-of-ways for
the construction, operation, maintenanoe, repair, renewal, reconstruction and use of a 4" 00 buried
pipeline and a 30" OD buried pipeline. (hereinafter called "Facility"), with necessary appurtenances
thereto, upon, along and under the surface of the land situate in the County of Lincoln, State of
,._ WY9J!lil1gLcJ~ºrjþ~dJI1 J~~hiþìt~ð",_ (b.E!re!nafter called "Premises") attached and made a part hereof,
'together with the right of ingress and,egress to and from PremiSeS föi tnepurpòseõfêxèrcisihg the
rlg!1ts 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
power pole and wire lines, over. under and across (but In such a way as not unreasonably to
interfere with) said Facility of Grantee on the Premises; it being understood that the right so reserve~
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.
This Easement 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 tor irrigation
ditches, pipelines, pole and wire fines and the fight 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 Easement described in Exhibit W' is for a strip of land thirty feet (30') In width; however.
Grantee shall have the right to use a fifty foot (50') right-of-way which shall Include the land twenty-
five feet (25') on either side of the centerline described In the exhibit during the time that Grantee
is actually constructing the Facility; provided, however, the right-ot-way shall be reduced to the thirty
foot (30') strip of land described in the exhibit at such time as Grantee completes construction of the
Facility.
The grant of Easement 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 instal1atlons 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
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00\1768
undemeath 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, sanitatio~,
conservation, water pollution, and fish and game. All 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, its 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, its officers, employees and/or agents, resulting from, or connected with;
such violation and/or violations. ' ,
Grantee shall not suffer or permit any mechanic's lien, or other lien, to be filed against said
Premises or any part thereot, 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 the validity of the same and Grantee shall
thereupon reimburse Grantor within thirty (30) days for any payment so made.
.-. - _'H
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) andlor 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.
GRANTEE, FOR ITSELF, ITS SUCCESSORS AND ASSIGNS, BY THE ACCEPTANCE OF
THIS DEED, AGREES TO INDEMNIFY AND HOLD HARMLESS GRANTOR AND ITS
AFFILIATES, THEIR OFFICERS, AGENTS, EMPLOYEES, SUCCESSORS OR ASSIGNS,
AGAINST AND FROM ANY AND' ALL LlABJLITY, LOSS, DAMAGE, CLAIMS, DEMANDS,
ACTIONS, CAUSES OF ACTION, FINES, PENALTIES, COSTS AND EXPENSES OF
WHATSOEVER NATURE, INCLUDING ATTORNEY'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
FACILITY OF GRANTEE, AND INCLUDING ENVIRONMENTAL CLAIM$, NATURAL RESOURCE
DAMAGE CLAIMS, CLAIMS FOR ENVIRONMENTAL VIOLATIONS, ENVIRONMENTAL
NONCOMPLIANCE, OR ENVIRONMENTAL RELEASES PURSUANT TO THE SOUD WASTE
DISPOSAL ACT, AS AMENDED BY THE RESOURCE CONSERVATION AND RECOVERY ACT
(RCRA), COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY
ACT (CERCLA), SUPERFUND AMENDMENTS 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
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'ÛOii769
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 FACILITY OR THE BURSTING OF OR LEAKS IN SAID ~ACIUTV,
UNLESS CAUSED BY THE SOLE AND DIRECT NEGLIGENCE OF GRANTOR OR ANY OF ITS
,AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, E~PLOYEES AND/OR AGENTS.
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 written consent
of Grantor, which consent shall not be unreasonably withheld.
For the purposes of this Easement, abandonment shall be defined as non-use of the
Premises or any portion thereof for the uses heretofore stated for the period of one (1) year. In the
event of abandonment of the Pr~mises, or any portion thereof, either by non-use or otherwise, all
rights h~rein granted shall cease and terminate with respect to the premises so abandon.ed, 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
.,cre£\t~c:I_by Gr~ntee, its successors or assigns. Termination of the rights granted hereunder shall not
relieve Grantee, its successors and assigns from cornplia:iice with the covenants arid agreementS
contaIned herein. Subject to the events of force majeure.
If the facilities or any portion thereof are abandoned, and Grantee fails to remove the,
. facilities so abandoned and restore the portion of the Premises to which the abandoned facilities
are appurtenant to its original condition within ninety {gO) days after receipt of notice from Grantor
to perform such activities, Grantor maY'perform such activities for the a'ccount 0' Grantee. Grantee
may a.bandon underground pipelines in place, but shall remove any ~bove ground facilities.
Grantee hereby agrees thatthe.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 Easement herein granted is subject to the needs and requirements of Grantor, its
, successors and assigns, in the .improvement and use of Its property, and Grantee shall, at the sole
expense of Grantee, move all or any portion of said Facility to such new location or remove said
Facility from the Premises, as Grantor may designate, whenever Grantor shall find that such Facility
unreasonably interferes with Grantor's contemplated use of the Premises. All the terms, conditions
and stipulations herein expressed with reference to said Facility on the Premises shall apply to the
Facility as modified, changed or relocated, within the contemplation of this paragraph. Grantor, its
sucèessors and assigns, agrees to furnish Grantee an alternative route across its property, if any,
at no additional cost to Grantee, with the exception of damages to crops, fences, livestock or water
supply ditches. .
In accordance with Section 1445{b}(2) of the Internal Revenue Code, Grantor, FederallD
No. 13-2678588, certifies that it is not a foreign corporation and withholding of Federal Income, Tax
3
ûOv770
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.
IN WITNESS WHEREOF. Grantor has caused these presents to be signed by its Attorney-In-Fact,
the day and year first herein ~ritten.
ANADARKO LAND CORP.
jif
STATE OF TEXAS )
) ss:
COUNTY OF MONTGOMERY )
1 A The foregoing j(lstrument was acknowledged before me this L2- day of
-dRbnl 0. rei ,20&. by .:::tíïm/5 ¿. 1ìwJfr¡m.b . as Attorney-in-Fact of Anadarko
Land ~orp.
WITNESS my hand and official seal.
My commission expires 1ñ./H.tanf "J, 2c,"'{)~
~ odl} 1ft ¡.A/L/¡ / ~ J hf,¡ctlJ./
Notary Public
(SEAL)
.t*~ ANGELA MICHELlE GILBREATH
[.·j':i YCO
\i .'-' /vi MMISSIQN EXPIRES
"'ìi:~ '¡¡11\1~ T, 2QOtì
4
ûOv771.
EXHIBIT "A"
Two strips of land thirty feet (30') in width located in the Southeast Quarter (SE1/4) of Section
Twenty-one (21), Resurvey Township Twenty-one (21) North, Range One Hundred Fourteen (114) West
of the Sixth (6Ih) Principal Meridian, Lincoln County, Wyoming, lying tifteen feet (15') on each side of the
following described centerllnes and centerllnes prolonged:
STRIP No.1: A strip of land thirty feet (30') In width for a right-at-way for a 4· OD pipeline located in the
Southeast Quarter (SE1/4) of Section Twenty-one (21), Resurvey Township Twenty-one (21) North,
Range One Hundred Fourteen (114) West of the Sixth (61~ Principal Meridian, Uncoln County,
Wyoming, lying fifteen feet (15') on each side of the following described centerline and centerline
prolonged:
Beginning at Station 37+36.38 which is a point on the East Une of said Section 21 from which the
Southeast Corner thereof bear$ South 00°03'32" West a distance of 572.67 feet; Thence South
22°34'56" West a distance of 324.64 feet to E.O.S. Station 40+61.02 from which the Southeast Comer
thereof bears South 24"26'54" East a distance of 299.80 feet.
Said strip of land is 324.64 feet' (19.675 rods) in length and contains an area of 0.22 acre, more
or less.
STRIP No.2: A strip of land thirty feet (30') in width for a right-at-way for a 30~ OD pipeline located In
. the Southeast Quarter (SE1/4) of Section Twenty-one (21~, Resurvey Township Twenty~one (21) North,
Range One Hundred Fourteen (114) West of the Sixth (61 ) Principal Meridian, Lincoln County,
Wyoming, lying fifteen feet (15') on each side of the following described centerline and centerline
prolonged:
Beginning at Station 37+89.19 which is a point on ·the East Line of said Section 21 from which the
Southeast Corner thereof bears South 00°03'3211 West a distance of 438.81 feet; Thence South
22°55'08" West a distance of 475.83 feet to Station 42+65.02 which lies on the South Line of said
Section 21 from which the Southeast Corner thereof bears South 89<'50.00" East a distance of 184.85
feet.
Said strip of land is 475.83 feet (28.838 rods) In length and contains an area of 0.33 acre, more
or less.
The b~sls of bearing for the above-described centerlines Is'True North derived from GPS.
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