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HomeMy WebLinkAbout950542Recording requested by and When Recorded Return to: BP Wind Energy North America 700 Louisiana Street, 33 Floor Houston, TX 77002 Attn: Land Manager 1jYU -r (0t U0003:1173635.1 Inc. NOW THEREFORE: RECEIVED 11/16/2009 at 12:03 PM RECEIVING 950542 BOOK: 735 PAGE: 805 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY MEMORANDUM OF WIND ENERGY LEASE AGREEMENT This Memorandum of Wind Energy Lease Agreement (this "Memorandum is dated as of Md,re,f1 q 2009, by and between Rick Hebdon "Owner and Orion Lincoln County Wind Farm LLC, a Delaware limited liability company "Lessee Owner and Lessee have entered into that certain Wind Energy Lease Agreement (the "Original Agreement dated and effective as of March 16, 2004 (the "Effective Date which affects the real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Property such Property being the same property described in the Agreement as the "Property." The Original Agreement was amended by that certain First Amendment to Wind Energy Lease Agreement of even date herewith (the Original Agreement, as so amended, the "Agreement Owner and Lessee have executed and acknowledged this Memorandum and are recording the same of the purpose of providing constructive notice of the Agreement and Lessee's rights thereunder. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. 1. Grant of License and Lease. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Owner, Owner has granted to Lessee, pursuant to the provisions of the Agreement, as of the Effective Date, an irrevocable, non- exclusive license on and over the Property to investigate the wind energy resources on the Property that may be suitable for wind energy development (the "License Owner has further granted to Lessee, pursuant to the provisions of the Agreement, as of the Effective Date, lease rights (the "Lease over areas of land in, on, over, and along the Property designated by Lessee pursuant to the Agreement, with the incidents and attributes described therein and in Paragraph 2 below. 2. Purpose of Lease. The Lease is for the purposes of converting wind energy into electrical energy, collecting and transmitting electrical energy, and related activities Page 1 of 6 For Recorder's Use Only OO O 5 (collectively, the "Lessee Activities The Lessee Activities include, without limitation: (a) determining the feasibility of wind energy conversion on the Property, including studies of wind speed, wind •direction and other meteorological data, and extracting soil samples; (b) constructing, installing, using, replacing, relocating and removing from time to time, and maintaining and operating, wind turbines, underground and overhead electrical transmission and communications lines, electric transformers, energy storage facilities, telecommunications equipment, power generation facilities to be operated in conjunction with large wind turbine installations, roads and gates, meteorological towers and wind measurement equipment, control buildings, maintenance yards, and related facilities and equipment (collectively the "Windpower Facilities on the Property; and (c) undertaking any other activities, whether accomplished by Lessee or a third party authorized by Lessee, that Lessee reasonably determines are necessary, useful or appropriate to accomplish any of the foregoing. Lessee has been granted the exclusive right to convert all of the wind resources of the Property during the term of the Agreement. 3. Transmission Facilities. Owner has also granted to Lessee as of the Effective Date an easement "Transmission Easement in, on, along and under areas of the Property designated by Lessee pursuant to the Agreement for the right to erect, construct, reconstruct, replace, relocate, remove, maintain and use the following from time to time in connection with Windpower Facilities, whether located on the Property or elsewhere: (a) underground and overhead lines, electric substations and transformers, telecommunications equipment, wires and cables for the transmission of electrical energy and/or for communication purposes (collectively, the "Transmission Facilities 4. Access. Owner has also granted to Lessee the right of ingress to and egress from Windpower Facilities and Transmission Facilities "Access Easement over and across areas of the Property to be designated by Lessee pursuant to the Agreement by means of roads and lanes thereon if existing, or otherwise by such roads and lanes as Lessee may construct over and across such areas from time to time, subject to the terms of the Agreement. 5. Term. The grant of the License is for a term which commenced on the Effective Date and continues until December 31, 2012. The grant of the Lease, Transmission Easement, Access Easement and other related rights are for a term which commenced on the Effective Date and continues until the earlier of (a) thirty (30) years after the first day of the month following the month in which Windpower Facilities commence operation on the Property by delivering any quantity of electricity to the electric utility grid for sale, other than "test energy" delivered in connection with commissioning of the wind turbines, or (b) December 31, 2042, subject to the terms of the Agreement. 6. No Interference. In connection with the Lease and other rights granted to Lessee, the Agreement requires that Owner's activities and any grant of rights Owner makes to any person or entity on the Property shall not interfere with: the development, construction, installation, maintenance or operation of Windpower Facilities; access over the Property to such Windpower Facilities; any Lessee Activities; or the undertaking of any other activities permitted under the Agreement. The Agreement further requires that the activities of Owner not interfere with the wind speed or wind direction over the Property, whether by planting trees or constructing buildings or other structures closer than one thousand (1,000) feet or twenty (20) times the height of any such structure, whichever is greater, to any wind turbine of Lessee, or by H0003: 1 173635.1 Page 2 of 6 engaging in any other activity (other than ordinary ranching activities) on the Property that might cause a material decrease in the output or efficiency of the Windpower Facilities. 7. Notices. All notices required or permitted by the Agreement shall be given in writing by personal delivery (confirmed by courier delivery service), or facsimile, receipt confirmed, or first class U.S. mail, postage prepaid, return receipt requested, certified, addressed as follows: H0003:1 173635.1 If to Lessee: c/o BP Wind Energy North America Inc. 700 Louisiana St., 33 Floor Houston, TX 77002 Attention: Land Manager If to Owner: Rick Hebdon 2072 Muddy String Road Thayne, WY 8312 (307) 883- 2445 If to any Assignee: At the address indicated in the notice to Owner provided under Section 13.1 of the Agreement. Any party may change its notice address by giving written notice of such change to the other parties in the manner provided in the Agreement. 10. Miscellaneous. (a) The Property shall be subject to the provisions set forth in the Agreement and herein, which provisions shall run with the Property and shall be binding upon and inure to the benefit of the parties and each other person and entity having any interest therein during the term of the Agreement and their respective heirs, transferees, successors and assigns, and all persons claiming under them. This Memorandum may be recorded by either party in the official real property records of Lincoln County, Wyoming. (b) The provisions of the Agreement are incorporated herein by reference as though fully set forth herein. This Memorandum does not supersede or modify the provisions of the Agreement, and this Memorandum shall not be used in interpreting such provisions. In the event of any conflict between this Memorandum and the Agreement, the Agreement shall control. (c) This Memorandum may be executed in multiple counterparts, no one of which need be executed by all parties hereto, each of which shall constitute an original. Counterparts thus executed shall together constitute one and the same instrument. Page 3 of 6 -tiO SOS IN WITNESS WHEREOF, AND INTENDING TO BE LEGALLY BOUND HEREBY, Owner and Lessee have caused this Memorandum to be duly executed and delivered by their authorized representatives as of the date first set forth above. STATE OF WYOMING Signature H0003:1173635.1 COUNTY O,, 1/ DATED thi4. day cif )ss. "OWNER" Rick Hebdon I CERTIFY that I know or have satisfactory evidence that Rick Hebdon is the person who appeared before me, and said person acknowledged that she signed this instrument and such signature is acknowledged to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. 20 1ARBARA MARTIN NOTARY PUBLIC County of incoln Page 4 of 6 State of Wyoming My Commission Expires April 28, 2012 Name (Print). /t/ NOTARY PUBLIC in anhe State of Wyoming, residing at My appointment expires: c ;26/ .:2_.J H0003:1 173635.1 Witness my hand and official seal. [Notary Stamp /Seal] Aagrg, JENNIFER A. MANESS 3r: Notary Public, State of Texas My Commission Expires '"'l '•'1�E�° November 04, 2012 "LESSEE" 4: ::0809 Orion Lincoln County Wind Farm LLC By 6•11-446 Name: J' 6 hazi Title: President THE STATE OF TEXAS COUNTY OF Farris On KCO,h I q 2009, e a1ha,rr the P ✓Q st pit f of Orion Lincoln County Wind Farm LLC, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, personally appeared before me and acknowledged to me that he /she executed the same in his /her respective authorized capacity, on behalf of said entity. Page 5 of 6 I\ ry Public in and fort State of Texas O'81O Exhibit A Description of the Property That certain real property consisting of approximately 380 acres situated in Lincoln County, Wyoming, to wit: The N 4 of the NW 'A of the NW S and the N 1/2 of the SW V4 of Section 5, Township 19 North, Range 1.17 West, acid the S '/z of the N /a, the NE f, of the NE rd, and the NW Vs of the NW f of Section 31, Township 20 North, Range 117 West, 6th Principle Meridian, H0003: 1 173635.1 Page 6 of 6