TEMPORARY WORKSPACE AGREEMENT

Transcription

1 W.O. No: Line: Phoenix Lateral Tract No: YA WS TEMPORARY WORKSPACE AGREEMENT The undersigned Yavapai County ( Grantor, whether one or more) being the owner of, or having an interest in, that certain tract of land situated in the County of Yavapai, State of Arizona and more particularly described in Exhibit A attached hereto and made a part hereof for all purposes ( Lands ), for and in consideration of the sum of Ten Dollars ($10.00), and other good and valuable consideration, paid by TRANSWESTERN PIPELINE COMPANY, LLC, a Delaware limited liability company with its principal offices at 5444 Westheimer Road, Houston, TX ( Grantee ), the receipt and sufficiency of which are hereby acknowledged, has granted and does hereby grant to Grantee, its successors and assigns, the right, privilege and easement to utilize portions of the Lands not more than Fifteen feet (15 ) in width for the purpose of temporary work space ( Temporary Workspace ) and portions of the Lands not more than 0 feet (0 ) in width for the purpose of additional temporary workspace ( Additional Temporary Workspace ) during the construction, installation, replacement and/or relocation of a natural gas pipeline on the Lands or lands adjacent to the Lands (collectively the Temporary Workspace ). The rights of use granted herein shall extend to the Grantee, employees, invitees, contractors, and agents (hereinafter the Related Parties ) The boundaries of the Temporary Workspace are identified and depicted on the sketch attached hereto as Exhibit A. For the same consideration, Grantor and Grantee further agree with respect to the Temporary Workspace that: 1. The Temporary Workspace shall terminate, for purposes of construction, installation, replacement and/or relocation of the pipeline, at Midnight on December 31, The rights herein granted shall include the right of ingress to, and egress from, the Temporary Workspace and access on and along the Lands, with the right to use existing roads. If no such roads exist then by such route or routes as shall occasion the least practicable damage and inconvenience to Grantor. 3. The consideration paid for the Temporary Workspace includes the total agreed settlement compensation amount for all merchantable timber, natural and decorative trees, grasses, shrubbery, growing crops and/or improvements or other property of Grantor that will be removed by Grantee from the Temporary Workspace and Grantor does release Grantee from all claims for, or arising out of, the removal by Grantee of all such merchantable timber, natural and decorative, trees, grasses, 1

2 shrubbery, crops, fences, wells and/or improvements or other property of Grantor. Before initial construction of the pipeline, Grantee shall replace any wells on the Temporary Workspace with the same, like or better wells at a different location on the Temporary Workspace or at a location on the Lands agreed to by the Grantor and Grantee. After initial construction the pipeline and to the extent caused by Grantee, Grantee shall: (a) replace all fences and irrigation systems with the same, like or better quality; and (b) pay Grantor for any damages to Grantor s growing crops, grasses, trees, shrubbery, fences, buildings, or livestock of Grantor. 4. Grantee agrees that following the completion of pipeline construction, any soil or rock removed from the pipe trench that cannot be replaced therein, allowing for a normal crown, will be distributed evenly over the entire width of the Lands and Temporary Workspace or will be removed from the Lands or Temporary Workspace if required by the construction specifications and procedures of Grantee. Grantor agrees to provide a location reasonably near the Land for disposal of such excess soil or rock. 5. Grantor does hereby fully warrant the title to the Temporary Workspace and will defend the same against the lawful claims and demands of all persons whomsoever. 6. Grantor represents that the Lands are/are not rented for the period beginning June 4, 2007, to December 31, This instrument and the benefits and obligations herein contained shall inure to the benefit of and be binding and obligatory upon Grantor and the heirs, executors, administrators, personal representatives, successors and assigns of Grantor and upon Grantee and the successors and assigns of Grantee. 8. Grantee will comply with all federal statutes, rules and regulations and any conditions set forth in a Certificate of Public Convenience and Necessity issued by the Federal Energy Regulatory Commission when constructing, installing, replacing and/or relocating the pipeline. 9. To the extent caused by Grantee or its Related Parties, Grantee will indemnify, defend and hold the Grantor, its officers, employees and agents, harmless from any and all liability, claims, costs or other damages (including, but not limited to reasonable attorney fees) arising from the operations of Grantee or its Related Parties on the Temporary Workspace by the Grantee or its Related Parties pursuant to this Agreement and/or any and all activities of the Grantee or its Related Parties in connection of the construction, installation, replacement and/or relocation of the natural gas pipeline described herein. Notwithstanding anything to the contrary contained in this Agreement, Grantor and Grantee shall not be liable for 2

3 indirect, special, incidental or consequential damages, including, but not limited to, loss of anticipated income, profits or savings, or loss resulting from business interruption. 10. The Grantee shall, throughout the term of this Agreement, maintain insurance coverage of such kinds, and in such amounts as may be required to protect itself and the Grantor from losses, including, but not limited to, those set forth in Paragraph 9 of this Agreement. Minimum required coverage shall include premises liability and commercial general liability with aggregate policy limits of $2,000,000. All policies shall name the Grantor as an additional insured. Prior to the effective date of this Agreement, the Grantee shall provide the Grantor with certificates of insurance and appropriate policy endorsements confirming the existence of the required coverage and the addition of the Grantor as an additional insured. Grantor shall have the right to self-insure all or any part of the required insurance coverage. Insurance required herein shall not expire, be cancelled or materially changed during the effective term of this agreement, or renewals thereof, without 10 days prior written notice to the Grantor, said notice to include confirmation of additional coverage as required to replace cancelled, expired or changed coverage. APPROVED THIS 4 th day of June, GRANTOR: Chip Davis, Chairman, Yavapai County Board of Supervisors GRANTEE: Transwestern Pipeline Company, LLC 3

4 EXHIBIT A Attached to and made a part of that certain TEMPORARY WORKSPACE AGREEMENT Dated June 4, 2007 By and between YAVAPAI COUNTY, as Grantor And TRANSWESTERN PIPELINE COMPANY, LLC as Grantee DESCRIPTION OF THE LANDS A tract in the Southwest Quarter of Section 29, Township 15 North, Range 1 East of the Gila and Salt River Base and Meridian, Yavapai County, Arizona, more particularly described in Book 3870, Page 413, in the Office of the Yavapai County Recorder. 4

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