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HomeMy WebLinkAbout899267.oo ; 555&p,ot: 2(;0 STATE OF WYOMING COUNTY OF LINCOLN PIPELINE RIGHT-OF-WAY RECEIVED LINCOLN C0t.INTY CLERK § KNOW ALL PERSONS BY, r.'I'HE,$E. PBE~EN...T$,: ,J ,'.. ,". ~ I '~ 1 '~ L'.. :,"i ,:-'. ',_~ !'~ ~:. ~ THIS Pipeline Right-of Way Agreement (hereinafter called "Agreement") is made this 4th day of February, 2004, between ANADARKO LAND CORP., a corporation of the State of Nebraska, whose address is P.O. BOx 1330, Houston, Texas 77251, Grantor, and KERN RIVER GAS TRANSMISSION COMPANY,' a Texas general partnership, whose address is 2755 East Cottonwood Parkway Suite300, Salt Lake City, Utah 84121, Grantee. WlTNESSETH, 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 perpetual easement for rights-of-ways for the construction, operation, maintenance, repair, renewal, reconstruction and use of a 36" outer- diameter buried pipeline (hereinafter called "Facility") with necessary appurtenances thereto, including, but not limited to, valves, meters, cathodic equipment, and electrical and communication lines related to the operation of the pipeline, upon, along and 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 herein. 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 reserved to Grantor, its suCcessors and assigns, is retained along with the general right of Grantor, its successors and assigns, to use the Premises for any purpose not inconsistent with the use by Grantee of said easement for the purpo§es herein defined. 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 easement described in Exhibit "A" is for a strip of I~ind either twenty-five (25') or fifty feet (50') feet in width; however, Grantee shall have the right to use an additional fifty feet (50') wide temporary working sPace Parallel and adjacent to the Pipeline right-of-Way. This Agreement is 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 Facility and/or installations made or to be made by Grantee upon the Premises or for any other occasi~?ned by subsidence of the surface of the Premises as a result of past damage whatsoever ~ mining underneath the same or resulting in any other way from the past removal of coal or other minerals in, near, 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 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. 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 forty-five (45) 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 ~nquiry into the validity of the same and Grantee shall thereupon reimburse Grantor within forty-five (45) 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 a copy of same to Grantor. GRANTEE, FOR ITSELF, ITS SUCCESSORS AND ASSIGNS, BY THE ACCEPTANCE OF THIS AGREEMENT, 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 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 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 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 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 0S,9.9 ? 26"' CONSTRUCTION, OPERATION, MAINTENANCE, REPAIR, RENEWAL, RECONSTRUCTION, REMOVAL OR USE OF SAID FACILITY OR THE BURSTING OF OR LEAKS IN SAID FACILITY 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 INDEMNIFICATION 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 ANDIOR AGENTS IN CONNECTION WITH SAID CLAIM. NOTHING HEREIN SHALL BE CONSTRUED AS MEANING THAT GRANTEE IS AGREEING TO INDEMNIFY 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 Agreement, or any interest herein, without the written consent of Grantor, which consent shall not be unreasonably withheld. For the purposes of this Agreement, abandonment by the Grantee of the Facility shall be defined in accordance with federal law applicable to interstate natural gas pipelines regulated by the Federal Energy Regulatory Commission, or any successor agencies designated by the Congress of the United States of America. In the event of abandonment by the Grantee of the Facility, all rights herein granted to the Gran;tee 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 rec0rdable instrument evidencing that the title to the Premises so abandoned is free and clear of said easement as well as any liens, created or permitted to be created by Grantee, its success°rs or assigns. Provided, if Grantee abandons only a portion of the Facility on only a portion of the Premises; the rights granted herein shall cease and terminate only with respect to the portion of the Premises affected by the abandoned portion of the Facility, and the rights granted herein to the Grantee shall continue in full force and effect with respect to the portion of the Facility and the Premises not abandoned by:Grantee. Grantor hereby agrees that Grantee may at Grantee's option elect to abandon the subsurface pipeline in place so long as Grantee abandons the pipeline in place in accordance with applicable federal, state, and local safety standards; however,.Grantee shall remove' any, and all, above ground facilities. If the facilities orI any portion thereof are abandoned, and Grantee.at its option and sole discretion fails to remove the facilities so abandoned and restore the portion of the Premises to which the abandoned facilitles are appurtenant to its original condition within one (1) year after receipt of notice from Grantor to perform such activities, Grantor may perform such activities on 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. 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. This Agreement is also made by Grantor and accepted by Grantee subject to certain terms and conditions regarding the Possible relocation of the Facility to accommodate future extraction by the Grantor of oil, gas, and minerals, and those terms and condition s are attached to the Agreement as Exhibit B and are hereby incorporated by reference. Future relocation of the Facility for any other purpose than stated in Exhibit B shall occur, if at all, pursuant to a future mutual agreement in writing signed by Grantor and Grantee. In accordance with Section 1445(b)(2) of the Internal Revenue Code, Grantor, Federal ID No. 13-2678588, 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 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 Agreement shall be applicable to Grantee, its successors and assigns. 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. ANADARKO LAND CORP. Agent & Attorney-in-Fact KERN RIVER GAS TRANSMISSION COMPANY Name: D/'-'¢¢'/¢p Its: /~TF-O ~-'.~/~.-~ ~/- /,.¢ - 1:,/'2~7- -- STATE OF TEXAS ) ) SS: COUNTY OF MONTGOMERY ) The foregoing instrument was acknowledged before me this ,.¢' day of February, 2004, by James L. Newcomb, as Agent & Attorney-in-Fact of Anadarko Land Corp. WITNESS my hand and official seal. My commission expires (SEAL) N o~'a r;yT/p ublic 6d STATE OF (,,,¢/~ ) ) SS: COUNTY OECz~_ _.,~ ) .The foregoing instrument was acknowledged before me this/~"~ day of February, 2004, by WITNESS my hand and official seal, My commission expires ),"j//~. ~ _.--~?z~¢ ~ N'~,,Cy P-u b~ ic (SEAL) · IEANNE H, YOUNG 851 South 2200 East Salt Lake City, Ulah 84108 My Commissic~ Expires .. '~ '~' ':~'~-~ '.'.. '"v ~".:?,. j EXHIBIT A RME LAND CORPORATION LINCOLN COUNTY, WYOMING L.L. No. K-WY~LI-017W SHEET I OF I A TWENTY FIVE (25) FOOT WIDE PERMANENT EASEMENT Being a twenty five (25) foot wide permanent easement lying twenty five (25) feet Westerly of the following described centerline of a 36" Kern River pipeline, also following an existJng 36" Kern River pipeline. Said twenty five (25) foot wide permanent easement extending over, though and across a portion of a certain tract conveyed to RME Land Corporation, and being located in a portion of the West Half of Section 21, Township 19 North, Range 116 West, Sixth. Principal Meridiah, Lincoln County, Wyoming. Said tract being more particularly described in Deed Book 423, Page 795 of the Deed Records of Lincoln County, Wyoming, said centerline of a 36" Kern River pipeline being more particularly described as follows: Beginning at a point on the East line of said tract, from which an Iron Pin with Cap marked "U.S: Land Office 1945" found marking the Southeast corner of said Section 21, bears South 77%8'00" East, a distance of 2704.55 feet; THENCE South 10028'07'' West, a distance of 472.93 feet to a point; THENCE South 17°41'58" West, a distance of 71.02 feet to the Point of Terminus on the South l/ne of said Section 21, from which an Iron Pin with Cap marked "U.S. Land Office 1945" fomad marking the Southwest comer of said Section 21 bears North 89°21 '07" West, a distance of 2543.43 feet; Said easement being 32.97 rods in length and contains 0.35 acres of land. Job #4701.701 Reference Drawing K-WY-LI-017W Basis of Beating South line of Section 21 being N 89°21 '07" W Date: ...5 ~ Tfa~io ~.a~lC.,)al~ ,urv?y~ 6"' EXHIBIT B P68 EXHIBIT B Attached to Pipeline Right-of-Way Agreement, dated February 4, 2004, between ANADARKO LAND CORP. and KERN RIVER GAS TRANSMISSION COMPANY. The grant of easement herein made is on the following express conditions: A. Removal of Oil and Gas and Associated Liquid Hydrocarbons: Without the prior consent of the Grantee, which consent shall not be unreasonably withheld, neither Grantor nor its affiliates shall conduct drilling operations upon the surface of the Premises for oil, gas or other associated liquid hydrocarbons ("oil and gas"); PROVIDED, HOWEVER, that nothing herein contained shall linfit the right of Grantor or its affiliates to remove such oil and gas from underneath the surfaee of the Premises by means of operations conducted on the surface of other lands, and provided further that in removing oil and gas from underneath the surface of the Premises, Grantor or its affiliates engaged in said operations shall, exercise due care to avoid damage to Grantee's Facility thereon; and B. Removal of Minerals Other than Oil and Gas and Associated Liquid Hydrocarbons from Under the Premises: (i) Upon :conclusion of a term not less than five (5) years from the date of this Agreement, Grantor or its affiliates shall give Grantee written notice of any intention to remove from any segment of the Premises minerals other than oil and gas not less than two (2) years prior to commencement of such removal. Such notice shall be in sufficient detail to inform Grantee of the Grantor's or its affiliates' plans to remove minerals other than oil and gas fi'om any segment of the Premises. Grantor's or its affiliates' final mining plan with respect to such segment of the Premises shall fully comply with all applicable local, state and federal laws, roles and regulations; .(ii) If such removal of minerals by Grantor or its affiliates is to be conducted in such a manner as will interfere with a segment 0fthe Facility, such notice shall include a written estimate of damages, if any, which Grantor or its affiliates might incur if the segment of the Facility is not relocated, which estimate shall include the basis for the calculation of such estimate of damages; (iii) Within 120 days after receipt of such noti ce, Grantee shall by written notice to Grantor or its affected affiliates elect: (a) to relocate the affected segment of the Facility at its own cost and expense on other of Grantor's property within a time period consistent with the mining plan provided to Grantee pursuant to paragraph (B) (i) above. Substitute right-of-way to be provided by Grantor subject to the availability of property suitable for the intended use. Grantor reserves the right to charge additional consideration for the substitute right-of-way when such right-of-way traverses more property or property of greater value than the grant herein made, said additional consideration not to exceed the difference between consideration to be paid for the grant herein made and consideration for the substitute right-of-way based on .rates in effect at the time of relocation. In the event the consideration for the substitute right-of-way shall be less than the amount paid for the grant herein made, Grantor will not be required to reimburse Grantee for the difference; or Co) to not relocate the affected segment of the Facility and to pay Grantor or its affected affiliate the amount of damages set forth in the estimate of damages furnished to Grantee pursuant to paragraph (B) (ii) above, or any other amount agreed upon by Grantee and Grantor or Grantor's affected affiliate for such damages; or (c) to not relocate the affected segment of the Facility and to exercise its right to eminent domain or any other legal remedies which might be available to Grantee at such time for the purpose of determining what amount of damages is to be paid to Grantor or its affected affiliate for the resultant taking of the affected mineral estate. (iv) Neither Grantor or its affected affiliate nor Grantee shall arbitrarily or unreasonably exercise its fights hereunder; and (v) Should Grantee elect to relocate at its cost and expense any segment of the Facility so as to accommodate the mining plan of the Grantor or its affiliate, Grantee shall not again be required to relocate such segment of the Facility without reimbursement from Grantor or its affected affiliate for any and all losses, damages, expenses, and costs, of whatsoever kind (exclusive, however, of any consequential losses, damages, expenses and costs), incurred by Grantee in the relocation thereof.