HomeMy WebLinkAbout949684LEASE AGREEMENT 006521
THIS AGREEMENT entered into and made effective the ;;?,z day of
~a2xc~ , 2009, by and by and between Broadbent Land and Resources, L.L.C., a Utah
Limited Liability Company, whose address is P.O. Box 734, Evanston, WY 82931 hereinafter
collectively referred to as Lessor, and Williams Field Services Company, LLC, whose address is
P.O. Box 645, WRC 2-4, Tulsa, Oklahoma 74101, hereinafter referred to as Lessee;
WITNESSETH:
1. Description of Premises: Lessor hereby agrees to lease to Lessee the following
property, being fifty feet (50') wide for the purpose of constructing one (1) Twelve and three
quarter inch (12 3/4") natural gas pipeline, then upon completion of initial construction reverting
to twenty feet (20') wide under and through the following described property:
Those lands described on Exhibit "A" (which contains one page) attached hereto and
hereby incorporated herein by this reference and located in:
Township 19 North, Range 112 West. 6th PM, Lincoln County, Wyoming
Section 27, W1/2
Containing 314.182 rods, more or less
2. Term of Lease: Lessor leases to Lessee, and Lessee leases from Lessor the
above described property together with any and all appurtenances thereto, for an initial minimum
term of thirty (30) years, with the option of leasing the property for an additional 30 year term, at the
sole option of Lessee. The i 'tial lease term shall be effective as of the date of execution of this
document and expire on r,00--L Zv 2039.
3. Option to Extend: Lessee shall have one successive/consecutive option to extend
the term of this lease, for a separate additional period of thirty (30) years, from the date upon which
the initial term would otherwise expire ("Extended Term"). Such extension shall be upon and
subject to the same terms, covenants and conditions as those herein specified. If Lessee elects to
exercise said option, it shall do so by giving Lessor written notice of such election at least six (6)
months before the beginning of the additional period for which the term hereof is to be extended by
the exercise of such option, If Lessee gives such notice, the term of this lease shall be
automatically extended for the term covered by the option so exercised without execution of an
extension or renewal lease.
4. Patent: For the initial lease term, Lessee shall pay to Lessor a payment of forty
nine dollars and seventeen cents ($49.17) per lineal rod, which includes any and all damages. If
Lessee exercises the option to extend the lease, the payment will be calculated using the then
current annual payment collected on other pipeline leases entered into by Lessor, calculated out
to a 30 year term at a 3% increase per year, then calculated to a present value at a 5% discount
rate.
5. Use of Premises: This agreement shall allow Lessee to use the real
property above described to lay, construct, maintain, operate, repair, remove, or replace
RECEIVED 9/24/2009 at 2:11 PM
RECEIVING # 949684
BOOK: 732 PAGE: 521
JEANNE WAGNER
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C-100522
one (1) twelve and three quarter inch (12 3/4") natural gas pipeline and all necessary equipment
and facilities reasonably associated therewith.
Lessor, its successors and assigns, shall have the right, at any time and an times, to use its
premises for any purpose, including, but not limited to, the right to construct and to maintain
roads, highways, pipelines and telephone, telegraph and electric power pole and wire lines
and wind energy production, over, under and across (but in such a way as will not unreasonably
interfere with) said pipeline of Lessee on the premises described in Exhibit "A".
Subject to the preceding paragraph, Lessor shall not build, nor permit to be built, any
permanent building or other permanent structure requiring a foundation closer than ten feet (10')
on either side of the center line of the pipeline. If in the future, Lessor in good faith, desires to
develop its land and any law, ordinance, rule or regulation of any federal, state of local
government agency shall require further setback than ten feet, lessee shall pay, as additional
rental hereunder, an amount equal to the fair rental value for the interest in the lands which could
have otherwise been developed.
6. Utilities: Lessee shall pay for all utility services furnished on Lessee's
behalf upon the above described property during the term of this Lease, including, but not
limited to, any fees or charges to any utility company for installing utility services to or above
the premises on Lessee's behalf.
7. Taxes and Assessments: Lessor will pay, when due, all real property taxes
levied against the above described premises, provided, however, any increase in real
property taxes caused directly by Lessee's use of the property, including any
improvements thereon, shall be paid by Lessee upon notice of the amount due and an
accounting of the calculation therefore provided to Lessee by Lessor. In addition, Lessee will pay
when due all personal property taxes attributable to Lessee's own personal property and
improvements which are located on or used upon the above described premises.
8. Condition of Premises: Lessee has examined and knows the condition of the
above described premises and shall not hold Lessor liable for any latent defect unknown
to Lessee at the time of execution of this Lease. Lessor makes no warranty as to the
conditions of said premises and Lessee acknowledges that at the release of this lease for any
reason, Lessee shall comply with all requirements of all federal, state, and local government
agencies regarding the cleanup and reclamation of the above described property for any use that
Lessee has made of the property.
9. Indemnification: Lessee, for itself, its successors and assigns, agrees to indemnify
and hold harmless Lessor, its officers, agents, employees, successors or assigns, against and from
any and all liability, loss, damage, claims, demand actions, cause of action, costs and expenses of
whatsoever nature, including court costs and attorney's fees, which may result from property
damage and personal injury to or death of persons whomsoever, attributable to Lessee's and its
agents', employees', invitees', licensee's or representatives' activities, including liability
associated with the pipeline of the Lessee, when such personal injury, death, loss,
destruction, or damage, howsoever caused, grows out of or arises from the bursting of or leaks in
said pipeline, or in any other way whatsoever is due to, or arises because of, the existence of said
C00523
pipeline or the construction, operation, maintenance, repair, renewal, reconstruction,
removal or use of said pipeline or any part hereof, or to the contents, therein or therefrom.
Notwithstanding the foregoing, Lessee shall have no responsibility to the extent of any such
injury, death, destruction or damage which is attributed solely to the negligence of Lessor, its
officers, agents, employees, invitees, representatives, successors or assigns.
10. Maintenance: Lessee shall be responsible for all maintenance of the leased
area and shall maintain the premises in good order and repair relative to its operations thereon.
Further, Lessee shall comply in every respect with all federal, state and local laws, regulations
and ordinances regarding its operations. Lessee shall at its expense protect the surface of the
leased area from surface erosion and will control all noxious weeds and poisonous plants within
the disturbed area of the lease. More specifically, any surface area disturbed by Lessee
hereunder shall be rehabilitated by filling and leveling of the area to the existing contour of the
land and then reseeded at the rate of 22 lbs./acre when drilled and 441bs./acre when broadcast
with the following mixture:
Lbs. Seed/Acre
Common Name
Scientific Name
3 lbs./acre
3 lbs./acre
3 lbs./acre
2 lbs./acre
21bs./acre
1 lb./acre
I lb./acre
1 lb./acre
6 lbs./acre
Western wheatgrass
Indian ricegrass
Thickspike wheatgrass
Slender wheatgrass
Fourwing saltbush
Gardners saltbush
Trident saltbush
Winterfat
Triticale Sterile
Agropyron smithii
Oryzopsis hymenoides
Agropyron dasystachyum
Agropyron trachycaulum
Atriplex canescens
Atriplex gardnerii
Atriplex tridentate
Eurotia lanata
Triticale
Lessee agrees to seed the area as many times as required to obtain a successful stand of
the above species throughout the entire disturbed area. Only seed certified to be ninety-five
percent (95%) pure and with a germination percentage of eighty-five percent (85%) will be used.
Lessee will furnish the certification to the Lessor prior to the seeding operation. Should Lessee
fail to comply with the reseeding requirements of this paragraph, within ninety (90) days after
receipt of written request from Lessor to Lessee, Lessor may reseed the area so disturbed in
accordance with this paragraph and Lessee shall pay to Lessor, within 30 days from receipt
thereof, all costs associated therewith.
In order to insure the best conditions for seed germination, seeding and mulching of the
disturbed area, will be conducted as follows:
a. The topsoil shall be uniformly spread on the disturbed areas.
b. Before seeding, the entire seed bed shall be scarified or disc harrowed, and left in an
un-compacted„ workable condition for seeding.
c. The seed shall be applied by drilling or broadcasting as described above,
followed by the mulching operation using straw or hay, at the rate of 1 '/2 tons per acre.
C-00524
d. After spreading the dry mulch, it shall be anchored in the soil with a smooth or
serrated coulter disc harrow, manufactured expressly for crimping mulch.
e. The time of seeding should. normally be before June 15 and/or after September 1, so
long as there is no frost in the ground. Seed shall not be broadcast when the weather is windy
or unsuitable for the work.
11. Covenant of Quiet Enjoyment: Lessor hereby agrees that upon payment of the
consideration required herein and upon observing and performing all other terms, covenants and
conditions of this agreement, Lessee may occupy and enjoy the premises. Lessee's use of
the premises, shall, however, be subject to all exceptions, reservations, easements and right-
of-ways of record at the time of execution hereof. This Agreement is made
subject to all outstanding agreements and other outstanding rights, including, but not
limited to, those for highways and other roadways and right-of-ways for irrigation ditches,
pipelines, pole and wire lines, wind energy production 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 said land, whether recorded or
unrecorded. This Agreement is made subject to all rights of the owners of the mineral estate
and on the express condition that Lessor, its successors and assigns, shall not be liable to
Lessee, its successors or assigns, for any damage occurring to the installations made or to be
made by Lessee upon the lands herein described on for any other damage whatsoever
occasioned by subsidence of the surface of said lands as a result of mining underneath the
same or resulting in any other way from the removal of coal or any other minerals in or
underlying the lands described in Exhibit "A".
12. Rights of Inspection: Lessor reserves the right to enter the premises at all
reasonable times to inspect them and Lessee agrees to permit Lessor to do so.
13. Vegetative Trsects: In addition to the above, Lessee shall locate and flag the
vegetative transects established by Lessor, in order to prevent disturbance of these permanent
transects and shall pay to Lessor, on termination hereof, the actual charges and expenses Lessor
incurs in hiring a consultant to monitor Lessee's work in or near any vegetative transect area
previously established by Lessor on the lands subject to this lease agreement.
14. Sublease or Assignment: Lessee shall not assign this Lease agreement
in whole or in part, without the prior written consent of Lessor first had and obtained, which
consent shall not be unreasonably withheld. The forgoing limitation shall not apply to changes
in ownership due to merger, consolidation, corporate name change of other corporate
reorganization.
15. Liens and Encumbrance: Lessee shall keep the above-described
property free and clear of any and all liens and encumbrances of any kind or nature resulting
from Lessee's activities.
16. Default: In the case of default in. any of the covenants contained
herein to be performed by Lessee, the Lessor may enforce the performance of the Lease in any
manner provided by law, including, but not limited to, an action for specific performance of the
COv525
Lease. At their option, Lessor may terminate the Lease if such default continues for a period of
thirty (30) days after Lessor notifies Lessee of such default and of their intention to declare the
Lease forfeited. Such notice shall be sent by certified U.S. Mail, return receipt requested, to the
Lessee at the mailing address as hereinafter specified. After such thirty (30) day period
shall have expired, unless such default is of such nature that it is incapable of being remedied
within such thirty (30) day period, and provided that the Lessee diligently prosecutes the remedy
of such default until the same is completely corrected, this Agreement shall cease and come to an
end. If the Lessee defaults under the terms and conditions of this Agreement, and Lessee
has failed to cure such default under the foregoing provision, the Lessor's agent or attorney shall
have the right, without further notice or demand, to reenter the premises or any portion thereof
and remove all persons and property therefrom without being deemed guilty of any
manner to trespass and without prejudice to any other remedy or breach of covenant. It is
expressly agreed that in the event that Lessee shall continue to hold the premises after the
demand therefore at the termination of this Agreement of for default or breach of this Agreement,
Lessor shall be entitled to secure a mandatory injunction to recover possession thereof, This
remedy, however, shall be cumulative of and not in lieu of any other rights and remedies
hereunder. Lessor and Lessee each agree to pay and discharge all reasonable costs, attorney's
fees and. expenses that shall be made and incurred by the prevailing party in enforcing a default
under the covenants and agreements of this Agreement, whether such enforcement be with or
without suit.
17. Surrender Upon Termination: Lessee shall surrender the premises to
the Lessor at the termination of this Agreement as provided herein. After termination, Lessee
shall make no claim on the premises against the interest of Lessor and if Lessee holds the
premises after the termination of this Agreement, a tenancy by sufferance shall be created. It
is expressly made a condition of this Agreement that is Lessee, its successors or assigns, shall
abandon the premises of Lessor in the locations described in Exhibit "A", or any portion of said
premises, for the purposes of this Agreement, then and in that event, all the rights herein
granted shall cease and terminate with respect to the premises so abandoned and it is
further agreed that nonuse, except non-use which is caused by market conditions or other
circumstances beyond Lessee's control, of the premises described in, Exhibit "A" or any portion
thereof for the purposes of this Agreement for a consecutive period of one (1) year shall be
deemed an abandonment of the premises or portion thereof not used.
If the facilities or any portion thereof are abandoned, Lessee shall have the right to
remove the facilities, or any portion of the above ground facilities so said facilities will not
interfere with Lessor's use of the property; however Lessee may abandon all underground
facilities in place with a pipe of 16 5/8" OD size or smaller if it is determined that vegetation will
be damaged or destroyed through complete removal of the facilities. If Lessee fails to
commence good faith efforts to remove the above ground facilities so abandoned and restore
the portion of the land described in Exhibit "A" to which the abandoned facilities are appurtenant
to its original condition within ninety (90) days after receipt of written notice from Lessor to
Lessee, Lessor may remove the facilities for the account Lessee, and Lessee shall reimburse the
Lessor for all expense incurred in the removal of facilities within thirty (30) days from receipt of
the proper amount thereof.
18. Early Termination: This Lease agreement is expressly conditioned upon
~00v526
Lessee obtaining and keeping all required permits and licenses from all governmental agencies
regarding the operations described herein. If at any time during the term hereof such permits or
licenses are for any reason canceled or revoked or for any other reason not made available to
Lessee, this agreement shall automatically terminate.
It is expressly made a condition of this agreement that if Lessee, its successors or assigns,
shall elect to abandon the premises of Lessor in the locations described in Exhibit "A", or any
portion of said premises for the stated purposes of this agreement, then and in that event, all the
rights herein granted shall cease and terminate.
In the event that gas does not move in the pipeline for a period of two years then Lessee
shall notify Lessor and either:
1. Notify Lessor that the facilities will be abandoned along with a schedule for
timely abandonment, or;
2. Notify Lessor that the line will not be abandoned and pay lessor four dollars
($4.00) per rod for the length of the agreement for all subsequent years in which gas does not
flow in the pipeline. Such payment will be due January 31St, of the year following the year of
zero flow. Accordingly, no money would be due under this provision until three years of no
flow have occurred. After the fourth year of no flow, the fee shall be adjusted annually from the
basis of the preceding year's annual fee to reflect the increase or decrease, if any, in the
Consumer Price Index, All Urban Consumers (C.P.I. - U) for all items, U.S. City average. Said
adjustments and payments to be made on January 31St of each year until this agreement
terminates as provided herein.
19. Relocation of Use by Lessee: It is expressly understood that Lessee shall
use the premises as hereinabove described and that the location of the pipeline shall not be
changed without written permission of Lessor first had and obtained.
20. Miscellaneous Provisions: The following provisions are also integral parts
of this Lease agreement:
a. This agreement constitutes the entire understanding and agreement between the
parties relating to the subject matter hereof and supersedes all prior agreements, representations
or understanding between the parties relation to the subject matter hereof.
b. This agreement may not be modified except by an instrument in writing signed by the
parties hereto.
c. This agreement shall be interpreted, construed and enforced according to the laws of
the State of Wyoming.
d. The parties agree that in the event any action or court proceeding is Brought by
either party to enforce the obligations under this Agreement, the prevailing party
shall be entitled to recover any reasonable attorney's fees, together with court and collection
costs.
C00527
e. All notices, demands, requests and other writing required or permitted to be given
hereunder shall be deemed duly given if delivered or if mailed by registered or certified
mail, postage prepaid, addressed to the following:
Lessor:
Broadbend Land nad Resources, L.L.C.
P.O. Box 734
Evanston, WY 82931
Lessee:
Williams Field Services Company, LLC.
P.O. Box 645 WRC 2-4
Tulsa, OK 74101
Either party shall have the right to specify in writing in the manner above provided, another
address to which subsequent notices or writings to such party shall be given. Any notice given
hereunder shall be deemed to have been given as of the date delivered or mailed.
This instrument may be executed by the parties hereto in any number of counterparts, each
of which shall be deemed an original, but all of which shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this agreement in duplicate
the day and year first above written.
P
BROADBENT LAND AND RESOURCES, L.L.C.,
a Utah Limited Liability Company
C'Ou" S28
STATE OF WYOMING )
)ss.
COUNTY OF UINTA )
The foregoing instrument was acknowledged to before me on r , 2009 by
Joseph S. Broadbent, as Manager of Broadbent Land and Resources, L.L. .
My Commission Expires: 'aL / -d, U 1,5
WILLIAMS FIELD SERVICES COMPANY, LLC
STATE OF WYOMING )
a~ )ss.
COUNTY OF 1,44~ )
By: ' - / `7
Brian Taylor, Attorney-in-fact
The foregoing instrument was acknowledged to before me on Julq -00 , 2009 by
Brian Taylor, as attorney-in-fact of Williams Field Services Company, LLC, an OkLy a
limited liability company.
WITNESS my hand and official seal.
SALLY POOLE NOTARY PWLIC
COUNT`( OF STATE QF
SWEETWATER WYONI1Nt~
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SIGNATU OF NOTARIAL OFFICER
TITLE AND RANK
My Commission Expires: Q -j I c)C) to
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Name: VERNE Location: 041° 35' 53.8" N 1100 02'52-9' W
Date: 312712009 Caption: Williams Field Services
Scale: 1 inch equals 1000 feet Trunk B Loop
Rxu T R T T A Section 27, T-1 9`N, 8-112-W