HomeMy WebLinkAboutApplication.pdfGarfield County
Community Development Department
108 8th Street, Suite 401
Glenwood Springs, CO 81601
(970) 945-8212
www.Rarfield-county.com
TYPE OF GRADING
El MAJOR
0 MINOR
INVOLVED PARTIES
Property Owner: Chevron Phone: ( 713 ) 372-0821
Mailing Address: 1400 Smith Street, Rm 47170 Houston, TX 77002
Contractor: Niels Fugal Son's Company, LLC Phone: ( 801 ) 785-3152
Mailing Address: 1005 S. Main Street PLeasant Grove, UT 84062
Architect: N/A Phone: ( )
Mailing Address:
Engineer: SGM Phone: ( 970 ) 945-1004
Mailing Address: 118 W. 6th Street, Ste 200 Glenwood Springs, CO 81601
PROJECT NAME AND LOCATION
Project Name: DeBeque Pipeline
Describe Work: Grading of ROW for installation & burial of 12" natural gas pipeline and an 8" produced
water pipeline. Proposed pipeline across fee land is @ 7,506'. The 12" gas line will be the entire 7506'
and the 8" water line will only be 2,382'. Width will be 50'; permanent easement will be 30' and the
temp easement 20', which will be reclaimed to as near as pre -construction contours as possible.
Job Address: T8S, 98W, Section 12 and T8S 97W Section 7
Assessor's Parcel Number: See Attached
Sub. N/A Lot N/A Block N/A
Earthwork (square feet): 375,300 Earthwork (Cubic Yards): N/A
ALL UTILITIES MUST BE LOCATED PRIOR TO ANY GRADING
NOTICE
Authority. This application for a Building Permit must be signed by the Owner of the property, described above, or
an authorized agent. If the signature below is not that of the Owner, a separate letter of authority, signed by the
Owner, must be provided with this Application.
Legal Access. A Building Permit cannot be issued without proof of legal and adequate access to the property for
purposes of inspections by the Building Division.
Other Permits. Multiple separate permits may be required: (1) State Electrical Permit, (2) County ISDS Permit, (3)
another permit required for use on the property identified above, e.g. State or County Highway/ Road Access or a
State Wastewater Discharge Permit.
Void Permit. A Building Permit becomes null and void if the work authorized is not commenced within 180 days of
the date of issuance and if work is suspended or abandoned for a period of 180 days after commencement.
CERTIFICATION
I hereby certify that I have read this Application and that the information contained above is true and correct. I
understand that the Building Division accepts the Application, along with the plans and specifications and other
data submitted by me or on my behalf (submittals), based upon my certification as to accuracy. Assuming
completeness of the submittals and approval of this Application, a Building Permit will be issued granting
permission to me, as Owner, to construct the structure(s) and facilities detailed on the submittals reviewed by the
Building Division. In consideration of the issuance of the Building Permit, I agree that I and my agents will comply
with provisions of any federal, state or local law regulating the work and the Garfield County Building Code, ISDS
regulations and applicable land use regulations (County Regulation(s)). I acknowledge that the Building Permit
may be suspended or revoked, upon notice from the County, if the location, construction or use of the structure(s)
and facility(ies), described above, are not in compliance with County Regulation(s) or any other applicable law.
I hereby grant permission to the Building Division to enter the property, described above, to inspect the work. I
further acknowledge that the issuance of the Building Permit does not prevent the Building Official from: (1)
requiring the correction of errors in the submittals, if any, discovered after issuance; or (2) stopping construction
or use of the structure(s) or facility(ies) if such is in violation of County Regulation(s) or any other applicable law.
Review of this Application, including submittals, and inspections of the work by the Building Division do not
constitute an acceptance of responsibility or liability by the County of errors, omissions or discrepancies. As the
Owner, I acknowledge that responsibility for compliance with federal, state and local laws and County Regulations
rest with me and my authorized agents, including without limitation my architect designer, engineer and/ or
builder.
I hereby acknowledge that I have read and understand the Notice and Certification above as well as
have prov'% enquired information which is correct and accurate to the best of my knowledge.
Property Own Print and Sign
Date
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OFFICIAL USE ONLY
Special Conditions:
Permit Fee: AA
L/ao,
Misc Fees:
To al Fees:
X601"
Fees Paid: ��
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BaIa cee ddue:60
Grading Permit:
Issue Date:
Zoning:
BUILDING / PLANNING DIVISION
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2-
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: ' _ _ • pproval Date
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Pipeline Grading Permit Checklist
Project name/operator: DI BE ()(.4 .putfrfro
Project general location: (,3 ' dye" (1.a PiZQ V--2_
Project acreage: 7# 3 P,^ So P7 o£S44Lft�
Project length and pipe size:
ici-e>. g P/G-9
Bond Amount (must equal acreage x $2500): r 2
Weed management plan approved by Veg. Management: J' Z_r'%1f) i 3 (
291
ThIt%��o�T
Property owners includin federal lands with eas ments:
Engineered sealed plans:
-ES
Plan set to county engineer consultant for review: Ivi
State storm water permit:
Any county road cut permits needed: \c-iRS k 2Q�
Any land use permits needed based on size or flood plain: l
Any Corp of Eng. wetland issues:
Original Bond and map to Treasurer's office: ) /1 0
Copy of bond in file: )
Map to GIS: NM -
Other:
Pending items/date:
S 727.-`,
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Homer Deep Unit Biological Survey 2012
available habitat in the project area, the effects of displacement would be minimal. Increased
vehicle traffic would not likely result in any major decline in reptile populations in the project
area.
Amphibians
The most likely impact to amphibians would be displacement due to project development and
mortality caused by increased vehicle and equipment traffic. Because the area is so arid,
amphibian populations are generally restricted to perennial water sources and precautions should
be taken near waterways and wetlands to reduce potential adverse effects to any isolated
populations.
Fish
Native fish could be impacted by water depletions, sedimentation, and alteration of aquatic
habitats in the project area. WWE recommends implementing a stormwater plan, installing
stormwater BMPs and consultation with BLM to minimize impacts to native fish.
Noxious Weeds
Observations
The most commonly observed weeds in the project area are downy brome (a.k.a. cheatgrass)
(Bromus tectorum) throughout the sagebrush shrubland, PJ woodlands and roadsides; and
tamarisk (Tamarix spp.) in drainages, stock ponds, low-lying areas and roadsides. Jointed
goatgrass (Aegilops cylindrica) is found along CR 200, but Less was observed in 2012 than in the
two previous years. It is possible that the dry spring conditions prevented germination of much
of the jointed goatgrass seed. Other noxious weeds present include: bulbous bluegrass (Pon
bulbosa), common burdock (Arctium minus), Russian knapweed (Centaurea repens), field
bindweed (Convolvulus arvensis), and common mullein (Verbascum thapsus). Table 12
provides the state and county status for the noxious weeds observed in the project area.
Table 12. State and County Listing for Noxious Weeds Observed in Project Area
Noxious Weed
State
Mesa County
Garfield County
Bulbous bluegrass
C
Chicory
C
Common burdock
C
X
Common mullein
C
Downy brome
C
Field bindweed
C
Jointed goatgrass
B
X
Russian knapweed
B
X
X
Tamarisk
B
X
No other state or county -listed weeds were detected. Mesa County, Garfield County and state -
listed weed locations are shown in Figures 2A through 2C.
WestWater Engineering
Page 23 of 33
September 2012
Homer Deep Unit Biological Survey 2012
Recommendations
Portions of the project area are infested with several species of noxious weeds. This has created
a seed source that makes infestations on any new disturbance a near certainty. Implementation
of an aggressive noxious weed and vegetation management plan is suggested to coincide with
project development to control the existing infestation, prevent new infestations within the
project area, and reduce the spread of noxious weeds to adjacent areas that have not yet been
infested (State of Colorado 2010). In addition, aggressive weed management in conjunction with
reseeding of native vegetation will promote the establishment of desirable plant life in areas of
current infestation, benefiting the natural vegetative community and wildlife that occupies the
area.
Waters of the U.S. (WoUS)
Observations
WWE biologists surveyed for aquatic resources within the project area, including COE drainage
crossings and potential COE jurisdictional wetlands. Twenty-six potential COE jurisdictional
WoUS were identified during the surveys and are listed in Table 13 and shown on Figure 4.
There are eight potential wetlands, 13 drainage crossings and five points where the proposed
right-of-way (ROW) crosses blue lines on the topographic map indicating a waterway, but do not
show signs of carrying water (no ordinary high water mark — OHWM). No wetland delineations
were performed. Wetlands are presented first in Table 13 followed by drainage crossings.
Recommendations
Construction in wetlands and drainages has the potential to degrade water quality, affect
hydrology, and impact wildlife. hnplementation of stormwater management plans and BMPs
will reduce the effects of construction in drainages. Avoidance of wetlands is preferable, but
wetland delineations in compliance with COE regulations should be performed if construction in
wetlands will occur.
WestWater Engineering Page 24 of 33 September 2012
CaloradoDepazmmnt
andEnUronmeni
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Facility Industrial Activity :
Facility Located at:
CERTIFICATION TO DISCHARGE
UNDER
CDPS GENERAL PERMIT COR -0300000
STORMWATER ASSOCIATED WITH CONSTRUCTION ACTIVITIES
Certification Number: CORO3M315
This Certification to Discharge specifically authorizes:
Red Rock Gathering Co LLC
to discharge stormwater from the facility identified as
De Beque HDU Pipeline
To the waters of the State of Colorado, including, but not limited to:
- Dry Fork Roan Creek
Specific Information (if applicable):
Oil and gas production
near 5 Dry Fork Rd De Beque CO 81630
Garfield County
Latitude 39366111 Longitude -108.342778
Certification is effective: 6/10/2014 Expiration Date: 6/30/2012
*ADMINISTRATIVELY CONTINUED
This certification under the permit requires that specific actions be performed at designated times. The certification holder is legally
obligated to comply with all terms and conditions of the permit.
Signed,
c.e
Lillian Gonzalez, Environmental Protection Specialist
Permits Unit 1 Mgr
Water Quality Control Division
explanation of Admin Continued in cover letter
Page 1 of 22
STATE OF COLORADO
John W. Hickenlooper, Governor -
Larry Wolk, MD, MSPH
Executive Director and Chief Medical Officer ...-.. .... ..._ _. ...
Dedicated to protecting and Improving the health and environment of the people of Colorado
Laboratory Services Division
8100 Lowry Blvd-
- Denver, Colorado 80230-6928 - -- ----- -- -- -
(303) 692-3090
www.colorado.gov/cdpherlab
Rene Casadaban, C00
Red Rock Gathering Co LLC
1800 One Hughes Landing Blvd Ste 300
The Woodlands, TX 77380
Colorado Department
of Public Health
and Environment
DATE: 6/10/2014 -
MEMO RE: Certification, Colorado Discharge Permit System
Permit No„ COR030000, Certification Number: CORO3M315
DIVISION CONTACTS: Lillian Gonzalez, Environmental Protection Specialist, at 303-692-3655, or Karen Harford, Admin, at 303-691-
4019
ATTACHMENTS: Certification CORO3M315, General Permit, Highlight Sheet, Inactivation form
The Water Quality Control Division (the Division) has reviewed the application submitted for the De Beque HDU Pipeline facility and
determined that -it qualifies for coverage under the CDPS General Permit for Stormwater Discharges Associated with Construction
Activities (the permit). Enclosed please find a copy of the permit certification, which was issued under the Colorado Water Quality
Control Act.
FEE INFORMATION:
The Annual Fee for this certification is $245.00 [category 7, subcat 9 —Stormwater Construction per CRS 25-8-504 is
invoiced every July. Do Not Pay This Now. The Initial prorated invoice will be sent to the legal contact shortly.
CERTIFICATION RECORDS INFORMATION:
The following information is what the Division records show for this certification.
For any changes to Contacts — Legal, Facility, or Billing — a "Notice of Change of Contacts form" must be submitted to the
Division. This form is also available on our web site and must be signed by the legal contact.
Facility: De Beque HDU Pipeline
Construction Activities
Oil and gas production
Legal Contact (receives all legal documentation pertaining to the permit certification):
Rene Casadaban, C00
Red Rock Gathering Co LLC
1800 One Hughes Landing Blvd Ste 300
The Woodlands, TX 77380
Facility Contact (contacted for general inquiries regarding the facility):
Andrew Parisi,Env Dir
Red Rock Gathering Co LLC
999 18 St Ste 34005
Denver, Co 80202
Billing Contact (receives the invoice pertaining to the permit certification):
Andrew Parisi, Env Dir
Red Rock Gathering Co LLC
999 18 St Ste 34005
Denver, CO 80202
ADMINISTRATIVE CONTINUATION EXPLANATION:
The Division is currently developing a renewal permit and associated certification for the above permitted facility. The development and review
procedures required by law have not yet been completed. The Construction Stormwater General Permit, which expired lune 30, 2012, is
adrhinistratively continued and will remain in effect under Section 104(7) of the Administrative Procedures Act, C.R.S. 1973, 24-4-101, et seq
(1982 rept. vol. 10) until a renewal permit/certification is issued and effective. The renewal for this facility will be based on the application that
was received 5/29/2014 The expiration date identified on the enclosed certification (6/30/2012) is correct; all effluent limits, terms and
conditions of the administratively continued 'permit are in effect until the renewal is complete.
GarfieldCounty
Phone number: 832-460-7939
Email: rcasadaban@summitmldstream.com
Phone number: 206-420-7084
Email: aparisi@summitmidstream.comi
Phone number: 206-420-7084
Email: aparisi@summitmidstream.com
MITI r i 14MIOAttthXdVOfMI 111
R
09/03/2014 00:69:23 M
Jean Alberto°
1 of 29 Reo Fee:$161.00 Doo Fee:0.00 GARFIELD COUNTY CO
AMENDED AND RESTATED PIPELINE EASEMENT AGREEMENT
This AMENDED AND RESTATED PIPELINE EASEMENT AGREEMENT ("Agreement"), is made
effective as 'of this 20'11 day of August, 2014 ("Effective Date"), between CHEVRON U.S.A. INC., a
Pennsylvania corporation, with a mailing address at 1400 Smith Street, Houston, Texas 77002 ("Grantor")
and RED ROCK GATHERING COMPANY, LLC, a Delaware limited liability company, with a
mailing address at 2100 McKinney Avenue, Suite 1250, Dallas, TX 75201 ("Grantee").
CO COPY RMED
RECITALS
A. Getty Oil Company, as grantor, and Rocky Mountain Natural Gas Company, Inc., as grantee,
entered into that certain Pipeline Easement Agreement on 02 February 1982, which is recorded at
Book 592, Page 649 in the records of Garfield County, Colorado (the "Original Agreement").
B. Grantor is the successor -in -interest of Getty Oil Company, and Grantee is the successor -in -
interest of Rock Mountain Natural Gas Company, Inc. to the Original Agreement.
C. Grantor desires, and Grantee is willing, to amend and restate the Original Agreement to govern
Grantee's non-exclusive Right -of -Way from and after the Effective Date.
AGREEMENT
1. DEFINITIONS, EXHIBITS AND INTERPRETATIONS
1.1 Definitions. As used in this Agreement, these words or expressions have the
following meanings:
(A) "Act" has the meaning stated in Exhibit F.
(B) "Adjacent Land" means land owned by Chevron that is situated adjacent to the
Land.
(C) "Affiliate" means any legal entity which controls, is controlled by, or is under
common control with another legal entity. An entity is deemed to "control"
another if it owns directly or indirectly at least fifty percent of either of the shares
entitled to vote at a general election of directors of such other entity, or the voting
interest in such other entity if such entity does not have either shares or directors.
(D) "Agreement" has the meaning given in the preamble.
(E) "Anniversary Date" means the same day and month in succeeding years as the
Effective Date of this Agreement.
"Applicable Environmental Laws" means the Comprehensive Environmental
Response, Compensation and Liability Act at 42 U.S.C. § 9601 et seq., the
Resource Conservation and Recovery Act at 42 U.S.C. § 6901, et seq., the
Hazardous Materials Transportation Act, 49 USC §5101 et seq., the Clean Air
Act, 42 USC §7401 et seq., the Clean Water Act, 33 USC §§1251 et seq., the
Toxic Substances Control Act, 15 USC §2601 et seq., the Safe Drinking Water
Act, 42 USC §300f -300j, and all similar federal, state, and local environmental
(F)
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statutes, ordinances, and the regulations, orders, and decrees now or hereafter
promulgated thereunder.
(G) "Claim" means any claim, liability, loss, demand, damages, Lien, causeof action
of any kind, obligation, costs, fees, assessments, penalties, fines, judgment,
interest and award (including recoverable legal counsel and expert witness fees
and costs of litigation of the Person asserting the Claim), whether arising by law,
contract, tort, voluntary settlement or otherwise.
(g) "CPR" has the meaning stated in Exhibit F.
(I) "Effective Date" has the meaning given in the preamble.
(3) "n" means the exhibits listed in Section 1.2.
(IC) "Grantee" has the meaning given in the preamble.
(L) "Grantor" has the meaning given in the preamble.
(M) "Land" means the surface estate Grantor owns in Section 12, Township 8 South,
Range 98 West, 6th P.M., and Section 7, Township 8 South, Range 97 West, 6th
P.M., Garfield County, Colorado.
(N) "Lien" means charge, encumbrance or similar right available to creditors at law
to secure debts owed to them.
(0) "Original Agreement" means the agreement described in Recital A.
(P) "P" means Grantee or Grantor and 'Parties" means both of them.
(Q) "Person" means an individual, corporation, company, state, statutory corporation,
government entity or any other legal entity.
(R) "Pipeline" means one 8 inch diameter water pipeline and Project Facilities
depicted on Exhibit B.
(3) "Project Facilities" means the valves, meters, fittings, appliances, and other
facilities collectively identified and described in Exhibit B.
('T) "Ranch Manager" means the Grantor manager specified in Grantor's signature
block, as updated from time to time with notice (oral or written) to Grantee.
(p) "EighFof-Wav" has the meaning given in Section 2.1.
(V) "T,_t. " has the meaning given in Section 12.1.
(W) "Watercourse" means any natural feature or man-made structure that collects,
retains, detains, carries, distributes, drains or transports water, including a water
flow, irrigation and drainage ditches, culverts, pipelines, drains, gullies, draws,
ponds, storage facilities, creeks and streams.
1.2 Exhibits.
2
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(A) Exhibit A — Description of Right -of -Way
(B) Exhibit B — Pipeline and Project Facilities
(C) Exhibit C — Dispute Resolution
(D) If a conflict exists between the body of this Agreement and the Exhibits, the
Exhibits prevail to the extent of the conflict.
1.3 Interpretations. Unless the context expressly requires otherwise, all of the
following apply to the interpretation of this Agreement:
(A) The plural and singular words each include the other.
(B) The word "or" is not exclusive.
(C) The word "includes" and "including" am not limiting, but are terms of
enlargement so other items or components are includable although not
specifically expressed.
(D) References to matters "arising" (or which "arise" or "arises") "out of this
Agreement" include matters which arise in connection with this Agreement or
have a causal connection with or which flow from this Agreement or which
would not have arisen or occurred but for the entering into this Agreement or the
performance of or failure to perform obligations under this Agreement.
1.4 The headings in this Agreement are included for convenience and do not affect the
construction or interpretation of any provision of, or the rights or obligations of a
Party under, this Agreement.
2. GRANT OF RIGHT-OF-WAY/CONVEYANCE OF PIPELINE
2.1 Grant of Right -of -Way. Grantor grants to Grantee a non-exclusive right-of-way as
described in Exhibit A ("Right -of -Way") for the purposes set forth in Section 3 and
subject to this Agreement.
2.2 No Conveyance of Mineral or Water Rights. This Agreement does not convey,
and will not be construed as conveying, any part of the fee tide to the Land or the oil
and gas, oil shale, mineral rights, water rights or other substances or rights underlying
the Land.
2.3 Existing Agreements. This Agreement is subject to all easements, rights-of-way,
licenses, leases and other agreements affecting the surface or subsurface of the Land
that are of record or ]mown to Grantee. Grantee assumes all risk associated with any
interference with such third party rights resulting from Grantee's exercise of its rights
hereunder.
2.4 Future Grants. Grantor reserves the right to grant easements, rights-of-way,
licenses, leases and other agreements to third parties covering the Land, so long as
they do not unreasonably interfere with the rights granted to Grantee under this
Agreement.
3
2.5 Third Party Notifications and Consents. Prior to conducting activities an the
Land, Grantee shall notify, and obtain required consents from, third parties,
2.6 Grantor's Reservations. Grantor retains the right of ingress to and egress from the
Land and the right to use the Land for any or all of the following purposes to the
extent they do not unreasonably interfere with Grantee's rights under this Agreement:
(A) Laying, constructing, operating, repairing, removing and replacing a pipeline or
pipelines -
(B) Cutting and removing trees or vegetation on the Land
(C) Reforestation, including planting, seeding and cultivation of additional trees or
vegetation
(D) Removing soil from the Land
(B) Land development, ranching or agricultural activities
(1$) Testing by seismographic methods or any other method, similar or dissimilar,
and of prospecting, mining, drilling, development, and removal of oil, gas, oil
shale, ores, and other minerals not subject to this Agreement, with the right to
produce, store, treat, distill and extract their contents on the Land, subject to the
terms of this Agreement.
(G) Erecting structures or buildings and excavating as it deems necessary and proper
for any and all purposes contained in this Section 2.6
Any and alt other purposes that do not unreasonably interfere with Grantee's
rights under this Agreement
2.7 No Warranty. GRANTEE ACCEPTS THE LAND IN ITS PRESENT
CONDITION, "AS IS, WHERE IS," AND ACCEPTS FULL
RESPONSIBILITY THEREFOR, WITHOUT WARRANTY, EXPRESS,
STATUTORY OR IMPLIED, AS TO TITLE, MERCHANTABILITY,
CONDITION, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE,
OR ANY OTHER SORT OF WARRANTY, WITHOUT RECOURSE
AGAINST GRANTOR WHATSOEVER, NOT EVEN FOR THE RETURN OF
ANY CONSIDERATION PAID TO GRANTOR. GRANTOR MAKES NO
REPRESENTATIONS OR WARRANTIES REGARDING GRANTEE'S
RIGHTS OF INGRESS ID OR EGRESS FROM THE LAND ACROSS
OTHER LANDS.
(H)
3. PURPOSE
3.1 Permitted Purpose. The Right -of -Way is granted solely for the purpose of using,
operating, inspecting, maintaining, repairing, altering, replacing, or removing the
Pipeline. Grantee rices not have the right of ingress to or egress from the Land other
than as specified in this Section 3. Grantee shall not enter the Right -of -Way after
termination of this Agreement without prior written approval from Grantor.
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3.2 PipelineAccess.
(A) Grantor licenses to Grantee the right of ingress to and egress from the Right -of -
Way at points identified on the Exhibits attached hereto or as specified in writing
by the Grantor for all purposes necessary or incidental to the exercise of
Grantee's rights under this Agreement. Grantee does not have the right of ingress
to or egress from the Land other than as specified in accordance with the prior
sentence. •
(B) Grantee must provide Grantor at least five days written notice prior to beginning
Activities on the Land. Grantor reserves the right to impose conditions on
Grantee's use of the Laud prior to or during Activities.
(C) Grantee's rights under this Section 3.1 are subject to all reservations, terms and
provisions of this Agreement, including those terms relating to conditions, risk,
and responsibility for access, use, maintenance, reclamation and restoration of
the Land.
(D) Grantee shall reclaim and restore Grantor's land affected by Grantee to the
condition existing on the Effective Date or better, and to Grantor's satisfaction,
within ninety days after completing an activity on Grantor's land that disturbed
the surface. Grantee shall not be relieved of its obligation to reclaim and restore
Grantor's land until Grantor provides Grantee with written notice of such
completion. Grantee shall perform such reclamation and restoration in
consultation with the Ranch Manager pursuant to Section 4 of this Agreement. If
Grantee cannot complete any restoration required under this Agreement by the
end of September of any year, it shall suspend such activity until the beginning of
April of the following year, at which time it shall resume such activity and shall
promptly complete restoration not later than June 30'h. Upon request by Grantee,
Grantor has the right alter any of the performance dates stated in this Section 3.1.
3.3 Handling of Earthen Material. Grantee shall ensure all earthen material amassed on
the Land is confined within an excess material pile area as depicted on Exhibit B or
as otherwise approved in writing by Grantor. If any excess material is mishandled or
Located outside of an approved excess material pile area, or any unauthorized
disturbance is created due to inappropriate handling of excess material, in addition to
any other legal remedy Grantor may have, Grantee shall relocate the excess material
and restore the land as directed by Grantor.
3.4 As -Built Surveys and Drawings. Within six months after the Effective Date,
Grantee shall provide Grantor with an as -built survey of the Pipeline, prepared by a
licensed surveyor as constructed in the Right -of -Way. if the as -built survey shows
that the Pipeline is not located in the center of the Right -of -Way, at Grantor's
election, which it has the right to exercise in its sole discretion, Grantee shall (i)
move the Pipeline to conform to Exhibit B or (ii) Exhibit B1/4 will be amended to
conform the Right -of -Way with the as -built survey. If Grantee adds, removes or in
any manner alters the location of any the Project Facilities, within two months after
making such changes, Grantee shall have a new survey of the Land prepared by a
licensed surveyor and provide Grantor a copy thereof. Such survey shall replace the
existing Exhibit B. All surveys must include a legal description of the boundaries of
5
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the Land expressed in metes and bounds, and depicting the accurate location of all
facilities constmcted or upgraded under this Agreement.
3.5 Assessments. From time to time, and at any time, Grantor has the right to conduct
assessments of the Pipeline.
4, COORDINATION WITH RANCH MANAGER
4.1 Coordination with Ranch Manager.
(A) Grantee shall work in cooperation with Grantor's Ranch Manager to coordinate
all its activities under this Agreement.
(B) At least ten days prior to beginning any work under this Agreement, Grantee
shall meet with the Ranch Manager to review Grantee's plans and timetable for
such work.
(C) Grantee shall arrange for Grantee's representative(s) and contractor(s) to receive
a site specific orientation from the Ranch Manager or other Grantor
representative prior to accessing the Land. During the orientation, Grantor shall
address issues, including identification of access roads, lands that are and are not
part of the Agreement and any other requirements for Grantee's operations.
Grantee shall be responsible for ensuring that all employees, contractors, agents
and any other party performing work under this Agreement on behalf of Grantee
comply with directions from the Ranch Manager. Grantee shall also participate
in additional site specific orientations with the Ranch Manager or Grantor's
representative as required by Grantor for construction and maintenance activities.
(D) Not later than thirty days prior to commencing maintenance on the Pipeline,
Grantee shall provide Grantor with a detailed timeline and scope of work to the
Ranch Manager.
(E) If Grantee intends to conduct any work that involves the removal or cutting
branches of any trees, Grantee shall meet with the Ranch Manager to identify the
affected trees at least ten days prior to beginning such work. Grantee shall not
remove or damage any other trees during the term of this Agreement. If Grantee
removes or damages any trees other than those identified by the Ranch Manager,
Grantee is liable to Grantor for damages.
5. DAMAGES
5.1 Liquidated Damages. Grantee shall pay Grantor liquidated damages as specified
below.
(A) Licensee shall pay Chevron US$5,000.00 per occurrence of each violation of
Sections Error! Reference source not found., 3.1, 3.3, 4.1; 7.3, 7.9, 7.10 and
7.13; provided however, the liquidated damages payment under this Section
5.1(A) is without prejudice to any right Chevron may have to seek recompense
from Grantee for any other damage caused by Grantee.
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(B) Escalation. The amount payable under Section 5.1(A) shall increase by
US$500,00 on each anniversary of this Agreement beginning one year after the
Effective Date.
5.2 Alternative Relief. In lieu of acceptance of the liquidated damages stated in Section
5.1, Grantor may elect to seek any available legal remedy; provided, however, in
addition to Grantor's right to liquidated damages, Grantor has the right to terminate
or suspend this Agreement; provided, further, all of Grantor's rights in this Section 5
are in addition and without prejudice to Grantee's obligations under Section 7.13.
6. PAYMENTS
6.1 Payment. Grantee shall pay Grantor US$6,875.00 upon execution of this Agreement.
Additionally, upon execution of this Agreement and on or before each anniversary of
the Effective Date of this Agreement Grantee shall pay Grantor an annual payment.
The annual payment upon execution will be US$2,750.00 and will increase by five
percent each year thereafter.
6.2 Payment Address. All payments to Grantor shall be made by Grantee's check,
mailed postage prepaid, to Grantor at Attn: Manager, Shale Oil Development, QLS
No, 0(030$ , Chevron U.S.A. Inc., P.O. Box 730180, Dallas, TX 75373-
0180, which will continue as the depository for payments under this Agreement
regardless of changes in ownership of the and until Grantor otherwise notifies
Grantee. In submitting any payment under this Agreement to Grantor, Grantee shall
reference this Agreement's QLS number as found at the bottom of each page of this
Agreement.
7. ACTIVITIES ON RIGHT-OF-WAY
7.1 Prudent Operations. Grantee shall perform and conduct all activities permitted or
required under this Agreement in a prudent, safe, and workmanlike manner and in a
manner to minimize damage to the Land, Adjacent Land, and other land owned by
Grantor.
7.2 Temporary Use License. Grantor licenses to Grantee the right to use a maximum of
ten feet on either side of the Right -of -Way for purposes set out in Section 3.2(D).
7.3 Interference with Existing Uses. To the extent Grantor or any of Grantor's lessees,
grantees, permittees or invitees are using any part of the Land as of the Effective
Date, Grantee shall reasonably acconunodate their use of the Land, and shall not use
or operate the Pipeline or Right -of -Way (including any removal or abandonment of
the Pipeline) in a manner that interferes with any such existing use. If, after receiving
notice that it is interfering with any such existing use, Grantor refuses to cease such
use, in addition to any other remedy that Grantor may have, Grantor has the right to
terminate this Agreement. If such interference denies any of Grantor's agricultural
Lessees the opportunity to plant, harvest, inigate or otherwise conduct agricultural
operations permitted under their lease, Grantee shall compensate the lessee for such
loss, including economic loss, crop yield, cost of obtaining forage replacement or
livestock feed, and replacement water supply.
7
7.4 Interference with Future Uses. The following apply if the Grantor wants to make a
future use of the Land that interferes with Grantee's use or operation of the Pipeline:
(A) The Parties shall meet to discuss Grantor's proposed use and the manner in
which the Right -of -Way can be relodated to accommodate such use.
(B) The Parties shall amend the existing Right -of -Way to accommodate Grantor's
future use of the Land.
(C) Grantee shall move the Pipeline to a location specified by Grantor.
(D) The Parties shall arnend Exhibits A and B to show the new location of the
Pipeline.
(B) Grantor shall reimburse Grantee the demonstrated reasonable Pipeline relocation
costs payable to third parties necessary to relocate the Pipeline to the location
within the amended Right -of -Way. If Grantee anticipates it will incur any other
reasonable costs directly associated with Grantee's inability to deliver water
during the relocation, it shall provide Grantor with prompt written notice thereof
and the parties shall negotiate in good faith regarding the extent to which Grantor
reimburses such costs.
7.5 Conduct of Operations. Subject to Section 7.3, Grantee shall maintain and operate
(including any removal or abandonment of the Pipeline) the Pipeline and Right -of -
Way in such a manner so as to minimize disruption to activities Grantor or its lessees,
grantees, permittees or invitees conduct on Chevron property adjacent to the Land.
Grantee shall give notice of Grantee's planned maintenance activities to the Ranch
Manager and all persons holding any rights, licenses, permits, easements or leases of
record or known to Grantee.
7.6 Stormwater. Grantee shall comply with all laws, permits, and requirements
pertaining to stormwater management.
7.7 Pipeline Depth. Grantee shall bury its Pipeline and subsurface facilities to provide a
minimum depth of thirty-six inches.
7.8 Weeds. In consultation with Grantor's Ranch Manager, Grantee shall implement
measures to control all invasive weed species on the Land or other land owned by
Grantor affected by Grantee's operations under this Agreement. Grantee shall, at a
minimum, annually spray herbicide on all areas affected by activities Grantee's
operations under this Agreement to control noxious weeds. Grantee shall use
methods of invasive weed species control to Grantor's standards, and in compliance
with applicable law without posing significant risk to human health or the
environment. If Grantee fails to control weeds to Grantor's satisfaction, subject to
Section 14, Grantor has the right, but not the obligation, to do so as Grantor deems
appropriate. In such case, Grantee shall reimburse Grantor for all costs Grantor
incurs in doing so.
7.9 Good Repair; No Litter. Grantee shall maintain the Land in good repair, clear of
refuse and litter. If Grantor notifies Grantee of any refuse or litter on the Land,
8
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Grantee shall clear it away and clean the Land within ten days from the date of
Grantor's notification.
7.10 Restricted Activities. Grantee shall not allow or permit any of its employees,
agents, contractors or sub -contractors while on the Land or any of Grantor's
adjacent or surrounding lands to do any of the following:
(A) Operating any motor vehicle in excess of 15 miles per hour or other posted speed
limits
(B) Operating any motor vehicle unless all occupants are wearing seat belts
(C) Bringing or possessing animals
(D) Picnicking
(E) Riding horses, bicycles, motorcycles
(F) Quad -runners or ATV's, unless authorized by Grantor on a case by case basis
(G) Participating in any recreational activity
(11) Fishing, hunting or possessing or having access to firearms
m Using, possessing, growing, selling, manufacturing, distributing or being under
the influence of alcohol, marijuana, synthetic drugs, illicit or non -prescribed
drugs or substances, or any other substances that Grantor hereafter prohibits
7.11 Improvements. Grantee shall maintain at its sole expense all improvements, fences,
and equipment it places on the Land.
7.12 Brush and Grass Fires. Grantee shall take all necessary precautions to prevent
brush and grass fires.
7.13 Trespass. If Grantee trespasses on Grantor's lands outside the Land, Grantee shall
notify Grantor of the trespass and Grantee shall restore the affected property as
directed by Grantor within ten calendar days after the trespass occurred. If Grantee
cannot complete restoration in accordance with the preceding sentence, Grantee may
request that Grantor alter the length of the performance period prior to the expiration
of the performance period. Grantor has the right, but not the obligation, to alter any
such performance period. Grantor has the right to limit or suspend Grantee's access
rights to the Land until Grantee ceases the trespass and restores the lands subject to
the trespass to at least as good condition as innnediately prior to such trespass and
make any payment required in Section 5.
7.14 Trespassers. If Grantee observes a trespasser on the Land, it shall immediately
notify Grantor.
7.15 Safe Condition; Restoration of Land. Grantee shall keep the Land in a good and
safe condition and, after doing any work which disturbs any surface of the Land,
Adjacent Land, or other land owned by Grantor. Grantee shall restore the disturbed
ateas in accordance with Section 9.
7.16 Storage of Equipment and Parking of Vehicles. Grantee shall store equipment and
materials, and park all vehicles only in locations that Grantor designates. Grantee
shall not place rocks, road material or gravel on the Land or Adjacent Land without
prior written approval of Grantor.
7.17 Backfill and Restoration of Field Grade. Grantee shall properly backfill and
compact disturbed ground, excavated pipeline trenches, and other excavations in
connection with its activities on the Land. Grantee shall compact disturbed areas by
using hydro -compaction methods or, subject to Grantor's approval, a methodology
sufficiently similar to hydro -compaction, followed by replacement of topsoil, free of
stones that have minimum diameter of three inches or greater and other debris.
Grantee shall permanently restore to field grade any settling or slumping in Grantor's
fields and pastures caused by activities permitted under this Agreement.
7.18 Watercourses, Roads, and Improvements.
(A) Grantee shall obtain Grantor's written approval before conducting any activity
that will disturb any Watercourse on the Land or other lands. Subject to Section
7.3, Grantee shall work with the local community affected by a disturbance to a
Watercourse to minimize impacts on all affected persons and entities. If other
Persons have ownership interests in the Watercourse (e.g., the right to transport
irrigation water in a ditch), Grantee shall obtain their written approval and
provide copies of such notices and approvals to Grantor prior to conducting any •
such proposed activity affecting such Watercourse. Grantee acknowledges that
water is critical to the local community and Grantee is solely responsible for any
damages related to the disturbance or disruption of any Watercourse whether on
or off of Grantor's lands caused by Grantee's action or failure to act. Grantee
shall not take any actions regarding surface water, groundwater or Watercourses
that violate any federal, state or local statutes, regulations ordinances or other
laws. Grantee shall not take any actions regarding surface water, groundwater, or
Watercourses without having obtained all required permits and approvals of the
governmental entities with jurisdiction over the actions.
(B) Grantee shall promptly replace, rebuild or restore to Grantor's satisfaction any
and all parts of any Watercourses, roads or other improvements damaged by
Grantee's activities. Without limiting the preceding sentence, Grantee shall
restore to proper operating condition to Grantor's reasonable satisfaction any
irrigation system Grantee damages. hnmediately upon completion of any activity
performed under this Agreement, Grantee shall, to Grantor's reasonable
satisfaction, promptly repair any damage to open irrigation and drainage ditches •
by using proper mechanical ditch channel compaction methods and by
reestablishing pre -disturbance grades and flowlines. Grantee shall construct
temporary irrigation systems, bypass structures, or other structures or
watercourses on the Land as directed by Grantor.
(C) Grantee shall immediately notify Grantor of any damage requiring Grantee's
action under this Section 7.18.
10
7.19 Fences.
(A) Grantee has the right to cross fences on the Land or Adjacent Land only (i) as
reasonably necessary to conduct activities permitted under this Agreement and
(ii) after receiving Grantor's written approval. Grantee shall maintain a proper
enclosure at all times and shall restore fences to a condition equal to or better
than their condition prior to Grantee's crossing as soon as crossing is completed.
Grantee is not responsible for restoration of fencing damaged or removed by any
party other than Grantee, its employees, agents, contractors, subcontractors, or
invitees.
(B)
(C)
Grantee shall construct fencing as required by Grantor on any portion of the Land
where Grantee's activities are near livestock or Grantor determines, in its sole
discretion, that fencing is necessary for safety purposes related to Grantee's
operations.
Grantor reserves the right to fence the whole or any part of the boundaries of the
Land, and to build fences crossing the Land.
7.20 Liens. Grantee shall pay all claims for labor and materials furnished on its behalf
and shall defend, indemnify and hold Grantor harmless against all liens,
encumbrances and claims filed against Grantor's lands as a result of activities under
this Agreement and all claims incurred or paid in connection with same.
7.21 No Unauthorized Access. Grantee shall not authorize any third party or
governmental personnel access to the Land, except as expressly required by local,
state or federal law, permit conditions, duly authorized warrant, or emergency
pursuit. If a duly authorized governmental representative requests access to the Land
pursuant to local, state, or federal law, and Grantee is aware of such access, Grantee
shall immediately notify Grantor's Ranch Manager at the phone number provided on
the signatory page of this Agreement, providing the name of the authority and
representatives present, and the date, time, and purpose of the access.
7.22 Field Studies. Grantee shall provide a copy of all proposals, requests, and orders for
biological or other field studies on the Land to Grantor, and shall obtain Grantor's
written approval before taking any action in response thereto. Grantor has the right
to withhold approval for any reason or no reason, or to grant approval with
conditions. If Grantor approves a study, Grantee shall provide Grantor a copy of all
data obtained and reports prepared in connection with the study via overnight
delivery within five business days of Grantee's receipt of final draft of report.
7.23 Consultation with Agencies. At least thirty days prior to any consultation with any
local, state or federal agency or authority, or agreeing to any condition or best
management practice that may relate to any lands Grantor owns, Grantee shall submit
for' Grantor's review and approval all plans, presentations, conditions, or best
management practices Grantee intends to discuss or adopt. Grantee shall invite and
schedule all meetings as to include Grantor, at Grantor's discretion, and all required
governmental agencies. Consultation should be scheduled at least thirty days in
advance and at reasonable dates and times that will ensure the highest likelihood of
all critical parties attending the meeting. At a minimum, Grantee shall melte every
effort to ensure that a government agency representative is present at all
11
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consultations. Grantee must record minutes of all consultations and send a copy of
same to Grantor at the address set out for notices under this Agreement.
7.24 Vehicle Compliance. Grantee shall prohibit its employees, agents, contractors or
sub -contractors from operating any motor vehicle upon any Grantor lands unless all
occupants wear seat belts and obey speed limits as specified in Section 7.10. Grantor
has the right to remove from, and deny further access to the Land any person who
does not comply with this Section 7.24.
8. REMOVAL OF PROPERTY
8.1 Pipeline Disposition on Termination. Except as stated below, the Pipeline and
appurtenant equipment will remain the property of Grantee. Upon no less than thirty
days' notice to Grantor, and subject to Grantor's election to require Grantee to
abandon all or any part of the Pipeline in place, Grantee has the right at any time
during the Term of this Agreement and for one hundred eighty days thereafter to
remove all or part of it without compensation to Grantor. Within one hundred eighty
days after termination of this Agreement, Grantor can elect to require the Grantee to
(1) remove the Pipeline, (ii) abandon the Pipeline in place or (iii) abandon part of the
Pipeline in place and remove another part of the Pipeline. To the extent Grantor
elects to have all or any portion of the Pipeline removed, Grantee shall, within thirty
days after receiving notice of Grantor's election, commence and promptly proceed to
remove the portions of the Pipeline Grantor has designated for removal.
8.2 Failure to Remove. If Grantee fails to remove all or any portion of the Pipeline as
required in Section 8.1, Grantor has the right to do so. If Grantor exercises such
right, Grantee shall reimburse Grantor for the costs of removing, storing, and
disposing of the Pipeline. If Grantor elects to restore or abandon, Grantee shall also
reimburse Grantor for the costs of abandoning and restoring the Right -of -Way to its
condition on the Effective Date. If Grantee does not fully reimburse Grantor for any
of these costs within sixty days after the date Grantor invoices Grantee therefor, then
In addition to any other remedies Grantor may have, Grantor may dispose of the
Pipeline, retain any proceeds therefrom, and recover from Grantee any deficiency.
8.3 Restoration. Following any removal or abandonment of the Pipeline, Grantee shall
restore the surface of the Land in accordance with Section 9. If Grantee cannot
complete any required removal, abandonment and reclamation by the end of
September, it shall suspend such activity until the beginning of April, at which time it
shall resume such activity and shall promptly proceed with completing it, but in any
event, not later than June 30th. Upon request by Grantee, Grantor has the right alter
any of' the performance dates stated in this Section 8.3.
8.4 Abandonment in Place. To the extent Grantor elects to have all or any portion of
the Pipeline abandoned in place, Grantee shall, within thirty days after receiving
notice of Grantor's election, commence and promptly proceed to cut, cap fill it with
inert material the portions of the Pipeline Grantor has designated for abandonment in
place. Grantee shall execute a conveyance to Grantor coveting those portions of the
Pipeline abandoned in place, which shall include a provision under which Grantee
will Indemnify Grantor for all damages, liability, and Claims arising from or related
to Grantee's ownership and operation of the Pipeline. If Grantee fails to remove the
12
Pipeline as Grantor designates, in addition to any other remedies Grantor has,
Grantor has the right to specifically enforce Grantee's removal obligation.
9. RESTORATION
9.1 Restoration Activities. After any ground disturbing activity and upon termination of
this Agreement, Grantee shall perform the following at its sole cost:
(A) If any activity involves removal or disturbance of top sail, Grantee shall remove
and stage any top soil separately from other material removed and replace any
topsoil removed upon completion of that activity.
(13) Properly backfill and compact disturbed ground, excavated pipeline trenches, and
other excavations in connection with its activities on the Land. Grantee shall
replace topsoil free of stones that have a minimum diameter of three inches or
greater and other debris. Grantee shall compact the soil using hydro -compaction
or, subject to Grantor's approval, a methodology sufficiently similar to hydro -
compaction. Grantee shall permanently restore to field grade any settling or
slumping in Grantor's fields and pastures caused by activities permitted under
this Agreement.
(C) Dispose of all stones that have a minimum diameter of three inches or greater,
brush and debris it uncovers on, removes from or deposits on the Land, Adjacent
Land, or other land owned by Grantor.
(D) Reseed the Land, Adjacent Lands or other land owned by Grantor if Grantee's
activities under this Agreement affect same, with mulch and seed mixes approved
by Grantor. Grantee shall continue to reseed and cultivate until successfully
reestablishing self-sustaining vegetation on the Right -of -Way and shall do the
same on Adjacent Lands if it trespasses thereon.
Remove any contamination caused by Grantee's activities discovered during
restoration,
(E)
(F)
Additional restoration, as directed by Grantor, of the Land or Adjacent Land
impacted by Grantee's activities that Grantor considers necessary.
9.2 Notice to Grantor. In addition to any notice requirements hereunder, Grantee shall
notify the Ranch Manager by telephone within twenty-four hours of the occurrence
of any ground disturbance requiring restoration under this Section 9 and shall
thereafter consult with the Ranch Manager regarding the action Grantee is to take to
conduct restoration in accordance with this Section 9 and the time by which
restoration is to be complete.
10. ENVIRONMENTAL M111 10 RS
10.1 Upon discovery of any leak, spill or other contamination or a condition that is a
threat to human health or the environment or could violate any Applicable
Environmental Law, in or on the Land or Adjacent Land, Grantee shall cease
operation of the Pipeline, remove the contamination and remediate and restore the
affected land; provided, however, Grantee's obligations to remove, remediate and
13
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restore the affected land shall be without prejudice to its right to seek recovery from
the responsible party; provided, further, that Grantee's obligation to remove,
remediate and restore the affected land shall cease when it demonstrates to Grantor's
satisfaction that Grantee is not the responsible party. Grantee shall immediately
notify Grantor by telephone and in writing of such discovery and provide copies of
all test results, filings, reports, and all other documents in its possession regarding the
contamination to Grantor within three days of receiving same. Grantor shall have an
opportunity to conduct testing of its own, if it so chooses, on the discovered
contamination prior to any removal of same by Grantee. Grantee shall timely notify
all appropriate local, state or federal agencies or other governmental entities whose
rules or regulations govern the contamination or Grantee's actions in dealing with
sane. Grantee shall develop a contamination removal and restoration plan, consulting
with Grantor regarding same and working in conjunction with all appropriate
agencies and entities. Grantee has the right to view, inspect, test and document the
impacted area. Grantee shall consult with Grantor regarding resumption of
operations.
10.2 Opportunity to Inspect. Grantee represents that it has had a reasonable opportunity
to inspect the Land prior to executing this Agreement, and in entering this
Agreement, is relying solely upon such inspection regarding the condition of the
Land. Any contamination discovered on the Land will be presumed to have been
caused by Grantee unless Grantee provides evidence to Grantor clearly
demonstrating that Grantee did not cause such contamination.
10.3 Preservation. Nothing in Section 10.1 alters or relieves Grantee from any obligation
to defend and indemnify Grantor against and remediate any environmental impact
resulting from the Grantee's activities under this Agreement.
11. LIMITATION ON DAMAGES
Limitation on Damages. Except as stated in Sections 8.2 and 8.3, each Party waives
and agrees not to seek consequential, special, incidental, punitive, exemplary or
indirect damages, lost profits or other business interruption damages, whether by
statute, in tort, in contract or otherwise with respect to claims against each other
arising under this Agreement. IT IS THE INTENT OF 1'liE PARTIES THAT
THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE
MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR
CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE 01? ANY
PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR
CONCURRENT, OR ACTIVE OR PASSIVE.
12. TERM AND TERMINATION
12.1 Term. The Right -of -Way is granted for a term of five years from the Effective Date
and for so long thereafter that Grantee actually transports water through the Pipeline,
or for such shorter period as otherwise provided in this Agreement ("Term").
12.2 Termination. In addition to termination provisions otherwise stated in this
Agreement, the Agreement terminates as follows:
14
(A) Failure to Complete Pipeline. If, after five years from the Effective Date,
Grantee has not commenced operation of the Pipeline in accordance with this
Agreement, Grantor has the right to terminate the Right -of -Way effective
upon written notice to Grantee.
Cessation of Use. If the Pipeline is not operated for the transportation of water
for twenty-four consecutive months, Grantor has the right to terminate this
Agreement.
03)
12.3 Survival of Obligations. Termination of this Agreement does not extinguish any
obligations of Grantee which have accrued at the time of termination, or which
accrue upon termination.
12.4 Surrender. Grantee has the right to surrender this Agreement at any time as to all or
part of the Pipeline and associated Right -of -Way by providing written notice to
Grantor, filing an instrument of surrender in the public records of the county where
the Land is located, and sending a copy of such instrument to Grantor by certified
mail return receipt requested. This Agreement shall terminate to the extent of such
surrender. Upon surrender, Grantee will be relieved of all future obligations under
this Agreement as to the lands surrendered, but surrender will not relieve Grantee of
obligations accrued under this Agreement as of the date of surrender or obligations
that accrue upon Agreement termination or that survive termination. Grantee will be
relieved of its obligation to make future rental payments under Section 6 if it
surrenders this Agreement as to all of the Pipeline and associated Right -of -Way, but
will not be entitled to a reduction in future rentals for partial surrenders. Grantee will
not be entitled to a refund of rental paid under Section 6 if Grantee surrenders this
Agreement prior to the end of the year for which a rental payment has already been
made.
12.5 Release, Within thirty days after this Agreement terminates, Grantee shall execute
and file an instrument in the county records stating that Grantee's Right -of -Way and
associated rights under this Agreement have terminated. If Grantee fails to comply
with such obligation within the time required, Grantor has the right to file such
instrument and, if Grantor does so, Grantee shall reimburse Grantor its filing costs.
13. COMPLIANCE WITH APPLICABLE LAW
13.1 Compliance and Indemnity. The Parties shall comply with all applicable federal,
state, tribal and local laws and with all rules, regulations and orders of all regulatory
authorities having jurisdiction that may be in effect from time to time. Without
limiting such obligation, Grantee shall not discharge, release, dump, bury or store on
or adjacent to the Land, or in any water or waters on, adjacent to or in the area of the
Land, for purposes of disposal, oil, chemicals, toxic substances or materials, and
hazardous wastes or substances of any kind. GRANTEE. INDEMNIFIES, TO
THE EXTENT PERMITTED BY LAW, AND HOLDS GRANTOR HARMLESS
FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF OR
CONNECTED WITH THE NON-COMPLIANCE WITH OR VIOLATION BY
GRANTEE OF ANY OF THIS SECTION 13.1 IN THE EVENT OF SUCH
NON-COMPLIANCE OR VIOLATION, GRANTOR HAS THE RIGHT TO
TERMINATE THIS AGREEMENT.
15
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13.2 Governmental and Professional Authorizations. Grantee shall, and shall cause its
contractors, subcontractors, agetits, and invitees to, maintain all licenses, petmits,
consents, approvals or other authorizations from all governmental or professional or
other bodies having jurisdiction which are necessary for the performance of activities
permitted under this Agreement.
14. BREACH -
14.1 Grantor's Right to Suspend. If Grantee defaults in the performance of any of its
obligations under this Agreement, in addition to any other rights Grantor has at law
or under this Agreement to enforce the performance of this Agreement, Grantor has
the right to suspend all or any of Grantee's activities under this Agreement at the sole
cost of Grantee effective immediately upon Grantor's delivery of written notice to
Grantee. If Grantee interferes or attempts to interfere with Grantor's exercise of its
rights to suspend Grantee's activities under this Section 14,1, this Agreement
automatically terminates.
14.2 Grantor's Rights on Grantee's Default. Regardless of whether Grantor suspends
Grantee's activities' under this Agreement, if Grantee fails to perform any of its
obligations under this Agreement, Grantor has the right to take either of the following
actions:
(A) Subject to Section 14.3, terminate the Agreement if Grantee's default continues
for a period of thirty days after Grantor sends written notice of default to
Grantee, and Grantee has not either cured the default or diligently pursued
actions reasonably calculated to cure the default.
(1) If Grantor terminates the Agreement under Section 14.2(A), Section 8
will apply.
Perform the act or obligation that Grantee failed to perform without terminating
the Agreement, in which case Grantee shall reimburse Grantor for the costs of
such performance, and shall defend, indemnify and hold Grantor harmless
against all damages, liabilities and Claims arising from or related to such
performance.
14.3 Repeat Breaches. If Grantee breaches a specific obligation under this Agreement
more than once, Section 14.2(A) does not apply and Grantor has the immediate right
to terminate this Agreement.
B)
15. CONFLICT OF INTEREST
15.1 No director, employee, or agent of either Party shall give or receive any commission,
fee, rebate, gift, or entertainment of significant cost or value In connection with this
Agreement. During the term of this Agreement and for two years thereafter, any
representatives authorized by either Party may audit the applicable records of the
other Party solely for the purpose of determining whether there has been compliance
with this provision. The provisions of this Section 15 will survive termination of this
Agreement.
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16. GOVERNING LAW
16.1 This Agreement is governed by and interpreted under the laws of the State of
Colorado, without regard to its choice of law rules.
17. NOTICES
17.1 All notices required or permitted under this Agreement must be in writing and
delivered by mail (postage prepaid) or by hand delivery to the address of the Party
receiving the notice set out in the signature page to this Agreement, unless directed
otherwise in this Agreement. Notices sent by email or facsimile are ineffective.
17.2 Notices are effective when received by the recipient during the recipient's regular
business hours.
17.3 Notices that do not comply with the requirements of this Agreement am ineffective
and do not impart actual or any other kind of notice.
17.4 The address listed for notice in this Agreement for each Party may be changed by
said Party by sending written notice of the change to the other Party hereto.
18. PUBLIC ANNOUNCEMENTS
18.I Except as otherwise expressly required by law, a Patty shall not issue any public
announcement or statement concerning this Agreement without obtaining the other
Party's prior written consent.
19. THIRD PARTY RIGHTS
19.1 Except as otherwise expressly stated herein, no Person who is not a Party to this
Agreement has any rights under this Agreement or may enforce any provision of this
Agreement.
20. CONFIDENTIALITY
20.1 All terms and conditions of this Agreement ate confidential between Grantee and
Grantor. Except as required by law, Grantee shall not disclose or divulge the
execution or any provision of this Agreement without the prior written approval of
Grantor, that may be withheld for any reason or no reason. Grantor has the right to
enforce this Section 20 by specific performance.
21. ASSIGNMENT
21.1 By Grantee. Grantee shall not, and does not have the right to, assign or pledge any
of its rights or obligations under this Agreement, in whole or in part to any other
Person, including any Affiliate, without Grantor's prior express written consent,
which consent or denial shall be in Grantor's sole discretion and which Grantor may
withhold for any reason or no reason, or may grant with conditions. If consent is
given subject to any conditions, Grantor shall in its sole discretion determine whether
said conditions have been fulfilled. If Grantor determines the conditions are not
fulfilled, the conditional consent is void. Grantor shall not be required to provide any
17
AGM
explanation for denial of any request to assign, Any assignment by Grantee without
such written consent is void. Nothing in the foregoing sentence restricts in any way
any remedy or damages that Grantor has the right to seek as the result of an
unauthorized assignment, including remedies that may be available against Grantee,
any of it employees, agents or representatives in their individual capacities, the
putative assignee or others. Any consent given by Grantor to an assignment is not a
novation and does not relieve the assigning Party from its obligations under this
Agreement unless expressly so stated in such consent. Any consent given to a
proposed assignment is not consent for any subsequent assignment.
21.2 By Grantor. Grantor has the right to assign, transfer or convey all or part of the
Land, or Grantor's rights or obligations under this Agreement to any other Person at
any time without Grantee's consent. Any such assignment, transfer, or conveyance
by Grantor of all or part of the Land will be made subject to the Right -of -Way. No
change in ownership of' Grantor's interest (by assignment or otherwise) is binding on
Grantee until Grantee has been furnished with notice, consisting of certified copies of
all recorded instruments or documents and other information necessary to establish a
complete chain of record title from Grantor, and then only with respect to payments
thereafter made.
22. INSURANCE
22.1 Neither the minimum policy limits of insurance required of Grantee under this
Section 22 nor the actual amounts of insurance maintained by Grantee under its
insurance program limit or reduce Grantee's performance, liability and indemnity
obligations in this Agreement.
22.2 Grantee shall maintain the following insurance and all other insurance required by
applicable law:
(A) Workers' Compensation and Employer's Liability Insurance as prescribed by
applicable laws. The policy limits of the Employer's Liability Insurance must
not be less than $2,000,000.00 per occurrence
(B) Commercial General Liability (Bodily Injury and Property Damage) Insurance,
including the following supplemental coverage: Contractual Liability; Products
and Completed Operations; Explosion, Collapse and Underground Hazards; and
Sudden and Accidental Pollution. The policy territory coverage must include all
areas where operations are to be performed. The policy limits must not be less
than $2,000,000 combined single limit per occurrence.
Automobile Bodily Injury and Property Damage Liability Insurance extending to
all vehicles provided by Grantee in the performance of operations. The policy
limits for this insurance must be the higher of the amount required by applicable
law or $2,000,000 combined single limit per occurrence.
(C)
22.3 Policy Endorsements.
(A) Grantee shall, or shall cause its insurer to, provide Grantor with thirty days'
notice before canceling or making a material change to an insurance policy
required by Section 22.
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(B)
(C)
Waivers of subrogation in favor of Indemnitees must be included in the Workers'
Compensation insurance policies required by Section 22.2(A).
The insurance required in Sections 22.2(B) and 22.2(C) must include all of the
following:
(1)
(2)
(3)
Grantee shall name Grantor as additional insured to the extent of the
liabilities for third party bodily injury and property damage assumed by
Grantee under this Agreement. Grantor shall cause its insurer to provide
coverage to Grantor as additional insured that expressly includes liability
imposed or sought to be imposed upon Grantor for the contributory fault
or negligence of Grantor to the extent that Grantee has assumed such
liabilities of Grantor under the Agreement.
Grantor shall cause its insurer to provide coverage that includes a
provision stating that the insurance is primary with respect to all insured,
including additional insured, and that no other insurance carried by
Grantor will be considered as contributory insurance for any loss.
Grantor shall cause its insurer to provide coverage that provides for a
cross liability or severability of interest clause which has the effect of
insuring that each insured (including additional insured) is covered as a
separate insured.
22.4 Evidence of Insurance. Upon Grantor's request, Grantee shall, within ten days,
provide Grantor with certificates or evidence satisfactory to Grantor of the insurance
and endorsements required under this Section 22. Grantor's acceptance of this
certificate does not constitute a waiver, release or modification of any of the
insurance coverage and endorsements required under this Section 22. If Grantee fails
to provide a certificate as required by this Section 22.4, Grantor has the right to
terminate this Agreement under (notice and opportunity to cure).
22.5 Deductibles or Self -Insured Retentions. Grantee is solely responsible for payment
of all deductibles or self-insured retentions that are applicable to any claims made
against Grantor covered by Grantee's insurance policies. The level of these
deductibles or retentions must be reasonable and compatible with that expected of a
prudent operator in similar circumstances.
22.6 Waiver of Subrogation for Grantor's Physical Damage Insurance. Grantee shall
obtain a written waiver of subrogation in favor of Grantor from its insurers who
provide physical damage insurance with respect to property used in the performance
of operations.
22.7 Conflict with Applicable Law. Grantee Is not required to carry the insurance
coverage required in this Right -of -Way to the extent such coverage conflict with, or
are void or otherwise unenforceable under, applicable laws or regulations.
19
23. INDEMNITY. GRANTEE SHALL DEFEND, INDEMNIFY TO THE EXTENT
PERMITTED BY LAW AND HOLD GRANTOR HARMLESS FROM AND AGAINST
ALL CLAIMS (INCLUDING ATTORNEYS' FEES, EXPERT WITNESS FEES, COURT
COSTS, COSTS OF INVESTIGATING CLAIMS, SITE ASSESSMENTS, TESTING AND
REMEDIAL ACTIONS) INCURRED AND/OR PAID BY GRANTOR IN CONNECTION
WITH SUCH CLAIMS, ARISING FROM, RELATED TO OR ON ACCOUNT OF ANY
ACT OR OMISSION BY GRANTEE, ITS EMPLOYEES, AGENTS, INVITEES,
CONTRACTORS, AND SUBCONTRACTORS, ON OR RELATING TO THIS
AGREEMENT, GRANTEE'S OPERATIONS ON THE LAND, THE PIPELINE, AND/OR
GRANTEE'S VIOLATION OF ANY LAW UNDER SECTION 13.1 AND APPLICABLE
ENVIRONMENTAL LAWS. GRANTEE'S INDEMNITY SHALL APPLY EVEN IN THE
EVENT OF AN INDEMNITEE'S OWN NEGLIGENCE, WHETHER INDEMNITEES'
NEGLIGENCE I5 SOLE, COMPARATIVE, CONTRIBUTORY, CONCURRENT,
ACTIVE, OR PASSIVE, AND REGARDLESS OF WHETHER LIABILITY WITHOUT
FAULT IS IMPOSED 011 SOUGHT TO BE IMPOSED ON ONE OR MORE 01? THE
INDEMNITEES• PROVIDED. HOWEVER. GRANTEE SHALL HAVE NO
OBLIGATION TO INDEMNIFY GRANTOR FOR GRANTOR'S GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT; PROVIDED, FURTHER, GRANTEE SHALL BEAR
THE EVIDENTIARY BURDEN 01? PROOF TO ESTABLISH GRANTOR'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. THE PROVISIONS 01? THIS
PARAGRAPH SURVIVE TERMINATION OF THIS AGREEMENT.
24. STOP WORK AUTHORITY
24.1 Grantor has the right to have representatives present while the Grantee conducts any
activity under this Agreement. If Grantor observes or learns of any action on the
Land that, as determined solely by Grantor, creates any condition constituting a
safety threat, Grantor may direct Grantee to cease operations. Upon receiving such
direction, Grantee shall immediately cease operations on the Land until such time as
advised by Grantor that operations may continue. Neither the provisions of nor
Grantor's exercise of any authority under this Section 24.1 shall be interpreted to
create any duty owned by Grantor to Grantee regarding any safety conditions or
otherwise.
25. GENERAL PROVISIONS
25.1 Prior Agreements. This Agreement comprises the complete and exclusive
agreement between the Parties regarding the subject matter of this Agreement, and
supersedes all oral and written communications, negotiations, representations or
agreements in relation to that subject matter made or entered into before the Effective
Date.
25.2 Amendment. This Agreement cannot be amended orally or by performance. No
amendment to this Agreement is effective unless made in writing and signed by
authorized representatives of both Parties.
25.3 Waiver. A Party's failure to pursue remedies for breach of this Agreement does not
constitute a waiver by that Party of any breach of this Agreement by the other Party
or raise any defense against Claims against the other Party for breach of this
Agreement. The waiver or failure to require the performance of any covenant or
20
obligation contained in this Agreement or pursue remedies for breach of this
Agreement does not waive a later breach of that covenant or obligation.
25.4 Severability. Bach provision of this Agreement is severable and if any provision is
determined to be invalid, unenforceable or illegal under any existing or future law by
a court, arbitrator of competent jurisdiction or by operation of any applicable law,
this invalidity, unenforceability or illegality does not impair the operation of or affect
those portions of this Agreement that are valid, enforceable and legal, unless the
deletion of such provision or provisions would result in such a material change so as
to cause completion of the transactions contemplated herein to be unreasonable.
25.5 Survival. Despite termination of this Agreement for any reason, all provisions in this
Agreement containing representations, warranties, releases and indemnities, and all
provisions relating to audit, confidentiality, insurance, disclaimer of certain remedies,
limitations of liability, retention and inspection of records, dispute resolution and
governing law, and all causes of action which arose prior to completion or
termination, survive indefinitely until, by their respective terms, they are no longer
operative or are otherwise limited by an applicable statute of limitations.
25.6 Drafting. This Agreement has been prepared as a joint effort of the Parties and the
Agreement will not be construed more severely against one of the Parties than against
the other.
25.7 Counterparts. This Agreement can be executed in counterparts, each of which is
deemed an original of this Agreement, and which together constitutes one and the
same instrument. When executed in counterparts, no Party is bound to this
Agreement until all Parties have executed and delivered to each of the other Parties
an executed counterpart.
25.8 Authorized Representatives. Bach Party represents and warrants that the
Agreement has been duly executed and delivered by its authorized officer or other
representative and constitutes its legal, valid and binding obligation enforceable in
accordance with its terms, and no consent or approval of any other Person is required
in connection with its execution, delivery, and performance of the Agreement.
21
KM
IMPORTANT NOTICE: THIS PIPELINE EASEMENT AGREEMENT CONTAINS
PROVISIONS REGARDING DM
AGREEMENT OF THE PARTIES CONCERNING CLAIMAND S' ASRISING OTHAT UT 0 S THIS
AGREEMENT.
The Parties have executed this Agreement in triplicate as evidenced by the following signatures of
authorized representatives of the Parties:
GRANTOR:
CHEVRON U.S.A. INC.
Signature:
Name:
Dir._ SLEEPY -
Title: Attorney-in-fact
ADDRESS FOR NOTICES:
Chevron U.S.A. Inc.
1400 Smith Street
Houston, Texas 77002
Attention: Piceance Land Team Lead
Telephone: (713) 372-0821
Facsimile: (855) 265-4439
Ranch Manager Contact Information;
Craig Tysse
ctys@chevroa.com
(970)285-9722
GRANTEE:
RED ROCK GATHERING COMPANY, LLC
Signature:
Name:
Title:
ADDRESS FOR NOTICES:
Red Rock Gathering Company, LLC
999 18th Street, Suite 3400 South
Denver, CO 80202
Attention: Land Department
Telephone:
Facsimile:
22
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ACKNOWLEDGEMENTS
STATE OF 'Tel. 0.s
COUNTY OF Untf1�
This instrument was acknowledged before me on Ai 1st5T.2GIhi SOIL -1 ,
by e. L, 9.31erpci , Attorney -in -Fact for Chevron U.S.A. Inc., a Pennsylvania
corporation, on behalf of said corporation.
-g-)Ye nC)'G - et
Notary Public, State of "Taos
My Commission Expires 0-4- it- ton
STATE OP ekas
COUNTY OF kivie
§
This instrument was acknowledged before me on )¼t osX. 21st , 20111 , by Brad Graves, Chief
Commercial Officer for Red Rock Gathering Company LLC a Delaware limited liability company on
behalf of said company.
!\rtfdah.QItlfrno
otary Public, State of'ir AiS
My Commission Expires 01. 11- `Loll
STATE OF
COUNTY OF
§
This instrument was acknowledged before me on, ,
by for a on behalf of
said
Notary Public, State of
My Conunission Expires
24
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EXHIBIT A — DESCRIPTION OF RIGHT OF WAY
A strip of land thirty feet in width, the centerline of which is described by the following metes and
bounds:
Beginning at c point on the West line of the SE 'k of Section 12, Township 8 South, Range 98 West,
6th P.M., which bears N 81° 48' 33" W, 7,971.57 feet from the Southeast corner of Section 7,
Township 8 South, Range 97 West, 6'" P.M.:
Thence S 88° 10' 30" E, 1,842.97 feet; Thence N76° 58' 30" E, 886.40 feet; Thence N 87° 31' 00" E,
2,315.15 feet; Thence S 80° 11' 46" E, 1,519.20 feet Thence N 89° 10' 24" E, 696.40 feet to a point
in the SE y of Section 7, Township 8 South, Range 97 West, 6's P.M., which bears N 31° 44' 26" W,
1,327.69 feet from the Southeast corner of said Section 7.
The total length of the centerline described above equals 7,260.12 feet.
END OF EXHIBIT A
24
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EXHIBIT C -DISPUTE RESOLUTION PROCEDURES
1. GOVERNING LAW AND RESOLUTION OF DISPUTES
1.1 Governing Law. This Agreement is governed by and interpreted under the laws of the
State where the Services are performed, without regard to the jurisdiction's choice of Mw
rules, except that the substantive and procedural rules of the Federal Arbitration Act, 9
USC §§1-1 ("the Act") shall govern this Section 1.
1.2 Resolution of Disputes. The Parties shall exclusively and finally resolve any dispute
between them using direct negotiations, mediation and arbitration as set out in this
Section 1, except as permitted in Section 20 of the Agreement. A Party who violates this
Section 1 shall pay all legal and consulting fees and costs incurred by the other Party in
any suit, action, or proceeding to enforce this Section 1. While the procedures in this
Section 1 are pending, each Party shall continue to perform its obligations under this
Agreement, unless to do so would be impossible or impracticable under the
circumstances.
1.3 Direct Negotiations. If a dispute arises, a Party shall initiate the resolution process by
giving notice setting out, in writing and in detail, the issues in dispute and the value of the
Claim to the other Party, A meeting between the Parties, attended by individuals with
decision-making authority, must take place within thirty days from the date the notice
was sent in an attempt to resolve the dispute through direct negotiations.
1.4 Mediation. If the dispute cannot be settled by direct negotiations within thirty days of
initiation of the resolution process, either Party may initiate mediation by giving notice to
the other Party. Mediation shall be attended by an individual(a) representing each Party
with decision-making authority.
1.5 Arbitration. If the dispute is not resolved by mediation within sixty days from the date
of the notice requiring mediation, or if the dispute is unresolved within ninety days from
the date of the notice requiring direct negotiations, then the dispute shall be finally settled
by binding arbitration and either Party may initiate arbitration by giving notice to the
other Party. If a Party refuses to toll all applicable statutes of limitations and defenses
based upon the passage of time while the proceedings in Sections 1.3 and 1.4 of this
Exhibit F are pending, or if for any reason a Patty believes its Claims may be time barred,
then any Party may file an arbitration proceeding under this Section 1.5 in an attempt to
preserve its Claims, and such proceeding shall be stayed by the arbitrator or arbitrators
after appointment so that the Parties may continue efforts to resolve this dispute as set out
in Section 1 of Exhibit F. The arbitration shall be conducted in accordance with the
International Institute for Conflict Prevention and Resolution ("CPR") Rules. To the
extent of any conflicts between the Act or the CPR Rules and the provisions of this
Agreement, the provisions of this Agreement shall prevail. The CPR is the appointing
authority. The place of arbitration shall be Grand Junction, Colorado. The Parties agree
to submit to the jurisdiction of the courts.
25
1.6 Arbitration Proceedings. The following provisions shall apply to any arbitration
proceedings commenced pursuant to Section 1.5 of this Exhibit F:
(A) The number of arbitrators shall be one if the monetary value of the dispute is
US$5,000,000 or less. The number of arbitrators shall be three if the monetary
value is greater than US$5,000,000.
The arbitrator(s) must remain neutral, impartial and independent regarding the
dispute and the Parties. If the number of arbitrators to be selected is one, that
arbitrator must be a lawyer experienced in the resolution of disputes with
experience relating to the issues in the dispute.
(Q The Parties shall submit true copies of all documents considered relevant with
their respective statement of Claim or defense, and any counterclaim or reply.
Neither Party may compel the other to produce additional documents. However,
the arbitrator(s) may require the submission of additional documents limited to
specific, narrow and well-defined classes of documents that the arbitrator(s)
considers necessary for resolution of the dispute. The maximum number of
witnesses each Party may call to give evidence on its behalf, including by oral
testimony, declaration or witness statement, is three witnesses of fact and one
expert witness.
(B)
(D) The arbitrator(s) has no authority to appoint or retain expert witnesses for any
purpose unless agreed to by the Parties. The arbitrator(s) has the power to rule on
objections concerning jurisdiction, including the existence or validity of this
arbitration provision and existence or the validity of this Agreement.
(E) All arbitration fees and costs shall be paid equally, regardless of which Party
prevails, unless provided to the contrary in this Agreement, Each Party shall pay
its own costs of legal representation and witness expenses.
(F) The arbitrator(s) is authorized to take any interim measures which it considers
necessary, including the making of interim orders or awards, or partial final
awards. An interim order or award may be enforced in the same manner as a final
award using the procedures specified in this Section 1.6. Further, the arbitrator(s)
is authorized to make pre- or post -award interest at applicable statutory interest
rates during the relevant period.
(G) The arbitrator(s) must render a reasoned award in writing. The award is final and
binding.
(H)
The dispute will be resolved as quickly as possible. The arbitration award must
be issued within three months from completion of the hearing, or as soon as
possible thereafter.
(I) Where any dispute involves the issue of whether Grantor acted, or has asserted
that its acts will be, reasonable, Grantee shall bear the burden of proof to show
that such acts are unreasonable.
1.7 Enforceability.
26
(A) The Parties waive irrevocably their right to any form of appeal, review or
recourse to any court or other judicial authority, to the extent that such waiver
may be validly made.
(B) Except for proceedings to preserve property pending determination by the
arbitrator(S) or to enforce an award, the mandatory exclusive venue for any
judicial proceeding permitted in this Agreement is Grand Junction, Colorado.
(C) Proceedings to enforce judgment entered on an award shall be brought in any
court having jurisdiction over the Person or assets of the non -prevailing Party.
The prevailing Party may seek, in any court having jurisdiction, judicial
recognition of the award, or order of enforcement or any other order or decree
that is necessary to give full effect to the award.
1.8 Confidentiality.
(A) The Parties agree that any dispute and any negotiations, mediation and arbitration
proceedings between the Parties in relation to any dispute shall be confidential
and will not be disclosed to any third party.
(13) The Parties further agree that any information, documents or materials produced
for the purposes of, or used in, negotiations, mediation or arbitration of any
dispute shall be confidential and will not be disclosed to any third party.
(C) Without prejudice to the foregoing, the Parties agree that disclosure may be
made:
(1)
In order to enforce any of the provisions of this Agreement, including
without limitation, the Parties agreement to arbitrate, any arbitration
order or award, and any court judgment
(2) To the auditors, legal advisers, insurers and Affiliates of that Party to
whom the confidentiality obligations set out in this Agreement shall
extend
(3) Where that Party is under a legal or regulatory obligation to make such
disclosure, but limited to the extent of that legal obligation
(4) With the prior written consent of the other Party
END OF EXHIBIT C
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