HomeMy WebLinkAbout2.0 Conditions of ApprovalROAD USE AGREEMENT
BETWEEN
NOBLE ENERGY, INC. AND LARRY KNOX AND DANNA KNOX
This Road Use Agreement ("Agreement"), is made and entered into effective the day of
November, 2009, between Noble Energy, Inc., a Delaware corporation with address at 1625
Broadway, Suite 2200, Denver CO, 80202 ("Operator"), and Larry D. Knox and Danna B. Knox,
husband and wife, whose address is 1600 Airway Road, Lebanon, Oregon 97355, ("Knox"), acting
by and through their attorney-in-fact, Michael D. Knox, whose address is 1600 County Road 306,
Parachute, CO 81653, for the purpose of defining the rights and obligations of the parties as they
pertain to the use and maintenance of a certain roadway.
RECITALS
A. Knox owns the surface of the real property in Garfield County, Colorado, legally
described as:
SW1/4 NE1/4 of Section 3, Township 8 South, Range 96 West of the 6th P.M.
Less and except a part of the SW1/4 NE t/ of Section 3 described as 720 feet West
along the North property line from the NE comer of the SWI/4 NE1/4 to a point of
beginning; thence 720 feet East along the North property line to the NE corner of
SW1/4 NE1/4 of Section 3; thence South 600 feet along the East property line;
thence Northwesterly 937.23 feet along a line to the point of beginning
County of Garfield
State of Colorado
(the "Knox Property").
B. Operator desires access across the Knox Property to Operator's 3B drilling pad (the
"Drilling Pad").
C. There is a certain roadway (the "Roadway") located within the Knox Property as more
fully depicted herein on Exhibit A.
D. Operator and Knox desire to enter into this Agreement, to define Operator's standards
and responsibilities relating to its use of the Roadway between the entrance to the Knox Property and
the access road to the Drilling Pad.
TERMS
THEREFORE, for the covenants exchanged herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree that:
1. Use of Roadways. This Agreement shall govern Operator's use of the Roadway from the
entrance to the Knox Property through and including the Roadway to the Drilling Pad, to
conduct oil and gas operations on the Drilling Pad, defined without limitation as drilling,
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completion, recompletion, repair and maintenance of oil and gas wells, servicing of wells and
equipment, construction, operation and maintenance of pipelines, and transit of Operator's
employees, contractors and subcontractors to and from the Drilling Pad. All of the preceding
activities shall be referred to without limitation as "Operations".
a. Operator will work diligently with any other third party operators who are granted a
right-of-way by Knox on the Roadway to enter into a road maintenance agreement to
designate cost and responsibility of road repair between the operators. Operator shall
be responsible for repairing damage caused to the Roadway by Operator's
Operations. Operator's obligation to repair shall continue during the term of this
Agreement. Operator shall repair such damages to the Roadway within a reasonable
period following the conclusion of drilling and completion activities, subject to good
road engineering practices, seasonal restrictions on road repair activities and
availability of labor, equipment and materials. In the event Operator causes damage
to the Roadway that causes a disruption of the normal traffic patterns or poses a
safety risk, Operator shall commence repairs within forty-eight (48) hours.
b. Operator shall repair the damaged Roadway to the condition in which the Roadway
existed prior to the commencement of Operations. Operator shall notify Knox when
drilling, completion and fracturing operations are complete so that Knox can
determine if repairs are required.
c. In connection with its obligation to repair the Roadway, Operator shall use materials
of the same or better quality than those utilized to surface and/or repair the Roadway
at the time of commencement of Operations.
d. Operator shall restore to a reasonable condition any non -Roadway area disturbed as
part of the repair or maintenance of the Roadway. Restoration shall include grading
the disturbed area to reasonable drainage topography and the seeding of any disturbed
area with native grasses.
e. Maintenance of Roadway. Operator shall be responsible for ordinary maintenance of
the Roadway used for Operations, as follows:
i. Operator shall remain responsible for the day-to-day general maintenance of
the Roadway. Such maintenance activities shall include snow removal, periodic grading
of dirt or gravel stretches of the Roadway, dust control, and weed control.
ii. Operator may make improvements to the Roadway (such as widening the
Roadway) necessary for its Operations, within the following specifications:
• Roadway shall be no more thirty (30) feet in width, being ten (10)
feet on each side of the centerline of the road with an additional five (5)
feet on each side of the road for drainage ditches;
• there shall be a six (6) inch base consisting of three (3) inch minus rook;
and
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• topped with three (3) inches of % road base.
Such improvements will be at Operator's own discretion and cost but with the input
of Knox. Plans for Roadway improvements shall be submitted to Knox for review
and comment of initial plans no less than two (2) business days prior to commencing
initial construction on the Roadway, but ten (10) days prior to any subsequent
construction on the Roadway.
f. Operator and Knox shall discuss the responsibilities for scheduling the periodic
maintenance as needed to maintain the Roadway in the condition existing subsequent
to Operator's improvement of the Roadway. Operator shall be responsible for
scheduling its maintenance activities during times of active drilling and completion
of wells being serviced by the Roadway.
g.
As consideration associated with Operator's use and improvement of the Roadway,
Operator shall pay Knox a sum of $10.00 per linear foot of the Roadway. The parties
agree that the approximate length of the Roadway is 2,213.6 feet. Payment will be
made upon the execution of this Agreement by all parties.
2. Insurance. Operator shall at its own expense maintain, with an insurance company authorized
to conduct business in Colorado, commercial general insurance coverage in the amount of
$2,000,000 insuring for all liabilities assumed by Operator in this Agreement.
3. Miscellaneous.
a. Operator, its employees, servants, agents, or representatives shall at no time represent
themselves to be employees, servants, agents, and/or representatives of Knox. Knox
shall not have any control over the means or methods by which Operator shall
perform its obligations hereunder, except as provided in this Agreement. Operator
shall at all times be acting as an independent Operator.
b, By entering into this Agreement, Knox does not waive any immunity or defense that
would otherwise be available to it against claims arising by third parties.
c. This Agreement represents the entire agreement among Operator and Knox related to
Operator's use of the Roadway on the Knox Property as specifically described in this
Agreement and supersedes all prior negotiations, representations, and/or agreements,
either written or verbal. There are no third party beneficiaries to this Agreement, and
no properties other than those named herein are intended to be burdened or benefited
by this Agreement. This Agreement does not expand or contract the rights of any
Party, or the duties owed by any party to any other party or parties, under any other
agreement.
d. This Agreement governs the Parties' rights and obligations only with respect to
Operator's use of the Roadway between the Knox Property entrance and the access
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way to the Drilling Pad. It does not affect the rights or obligations of any party in
relation to any other roadway or property, whether on the Property or outside of it.
5. Assignability. No party to this Agreement may sell, assign, or transfer its interest in this
Agreement, or any of its right, duties, or obligations hereunder, except as set forth in this
paragraph. Notwithstanding the foregoing, Operator may assign this Agreement to any party
to whom it assigns its total interest in the Drilling Pad and the minerals that are produced
from the Drilling Pad. Knox may assign this Agreement to any entity to which it transfers its
ownership of the Knox Property or any portion thereof encumbered by the Roadway. Any
party assigning its interest as provided herein shall notify all other parties within thirty (30)
days following such assignment.
6. Modification. No waiver or modification of this Agreement or of any covenant, condition,
limitation herein contained shall be valid unless in writing and duly executed by the party to
be charged. No evidence of any waiver or modification shall be offered or received in
evidence in any proceeding arising among the parties hereto out of or affecting this
Agreement, or the rights or obligations of the parties hereunder, unless such waiver or
modification is in writing, duly executed. The parties further agree that the provisions of this
paragraph will not be waived unless as herein set forth.
7. Savings/Severability. In the event that any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect the other provisions, and this
Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never
been contained in this Agreement.
8. Waiver of Terms and Conditions. The failure of any party to enforce or insist upon
compliance with any of the terms or conditions of this Agreement shall not constitute a
general waiver or relinquishment of any such terms or conditions, but the same shall be and
remain at all times in full force and effect.
9. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, and constitute one and the same instrument.
10. Knox's Operations. During installation of the pipeline within the Right -of -Way, and at all
times thereafter, Operator shall minimize disruption of, and interference with, any ranching,
agriculture or other operations conducted on the Knox Property now or in the future.
11. Compliance with Law. Operator, its agents, designees, assignees and successors -in -interest
shall, in connection with the use of the Right -of -Way, comply with all applicable federal,
state and local laws, rules and regulations applicable to Operator's use of the Right -of -Way,
including, by way of example and not limitation, the common law and all other laws
designed to protect the environment and public health and welfare.
12. Default. If Operator fails to comply with any of the obligations of this Agreement,
Operator's failure to comply shall constitute a default (the "Default"). Knox shall give
Operator written notice describing Operator's Default, by certified or registered mail,
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delivered to Operator's address set forth above, and Operator shall have ninety (90) days
after receipt of the notice to remedy the Default described therein.
13. No Other Facilities. Nothing in this Agreement shall be construed as granting Operator the
right to place any facilities on the Knox Property, or anything beneath the surface of the
Property not expressly provided for in this Agreement, other than storm water mitigation,
traffic control devises, or any other safety measures Operator may deem necessary.
14. Term of Agreement. The Right -of -Way shall terminate; (a) upon Operator's or its
assignee's permanent discontinuation of operations on the drilling pad; (b) upon the parties'
mutual, written agreement to terminate this Agreement; or (c) upon Operator's written
surrender of the Right -of -Way.
15. Liquidated Damages. In addition to and not in lieu of all other rights and remedies
exercisable by Knox under this Agreement and at law or in equity, in the event of any
violation of any term, condition or provision of this Agreement by Operator or its employees,
contractors, sub -contractors, agents or business invitees, Knox shall notify Operator in the
manner described in section 20 of such alleged violation within five (5) days after the
violation was discovered. The Operator shall then respond to Knox's notification within
fifteen (15) days, either disputing the alleged violation or acknowledging it. In the event
Operator disputes the allegation, Knox's or Knox's representatives shall consult within
fifteen (15) days after Operator has responded to negotiate a resolution of the allegation. If
Operator acknowledges violating, or is found by a court to have violated, the provision of
this Agreement that is the subject of the dispute, it shall pay liquidated damages in the
amount of $1000.00 for each violation. If the parties are unable to reach a resolution, either
party may file an action in the Garfield County District Court requesting a judicial
determination. In any such action, the prevailing party, as determined by the court, shall be
awarded its costs and reasonable attorney fees,
16. Operator Liens. Operator shall, at its sole expense, keep the Knox Property free and clear of
all liens and encumbrances resulting from Operator's and its agents' activities on the
Property, and shall indemnify and hold harmless Knox from and against any and all liens,
claims, demands, costs and expenses including, without limitation, attorney fees and court
costs in connection with or arising out of work done, labor performed or materials furnished.
17. Prohibited Items and Activities. Operator shall not be permitted to have, or allow, firearms,
crossbows, pets, alcohol, or illegal drugs on the Property. Personal and/or leisure activities
are not permitted.
18. Force Majeure. Any obligation of Operator under this Agreement shall be subject to events
of force majeure. Events of force rnajeure shall mean any contingency or cause beyond the
reasonable control of Operator including, without limitation, acts of God or the public
enemy, war, riot, civil commotion, insurrection, government or de facto government action
(unless caused by acts or omissions of the party), fires, explosions, rain or other weather
delays, floods, strikes, slowdowns or work stoppages.
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19. No Warranty of Title. This Agreement is made subject to any and all existing easements,
rights-of-way, liens, agreements, burdens, encumbrances, restrictions and defects in title
affecting the Property. Knox does not in any way warrant or guarantee title to the Knox
Property.
20. Notice, Wherever provision is made in this Agreement for the giving, service or delivery of
any notice or other instrument, such notice shall be given by (a) personal delivery, or (b)
United States first class mail, postage prepaid, addressed to the party entitled to receive the
same at the address stated in the introductory paragraph; provided, however, that each party
may change that party's mailing address by giving to the other party written notice of change
of such address. Mail shall be deemed to have been given, served and delivered upon the
third delivery day following the date of the mailing; personal delivery shall be deemed to
have been given, served and delivered upon receipt.
21. Headings. Section headings or captions contained in this Agreement are inserted only as a
matter of convenience and for reference, and in no way define, limit, extend or describe the
scope of this Agreement or the intent of any provision.
22. Construction. Whenever required by the context of this Agreement, the singular shall
include the plural, and vice versa; and the masculine gender shall include the feminine and
neuter genders, and vice versa. The provisions of this Agreement have been independently,
separately and freely negotiated by the parties as if drafted by both of them. The parties
waive any statutory or common law presumption that would serve to have this Agreement
construed in favor of or against either party.
23. Applicable Law and Attorney Fees. This Agreement and the rights of the parties under it
shall be governed by and interpreted in accordance with the laws of the State of Colorado, by
the District Court of Garfield County, Colorado. In the event of a dispute involving or
related to any term or condition of this Agreement, the non -breaching party shall be entitled
to recover its reasonable costs and attorney fees, including post judgment collection costs, in
addition to actual damages.
IN WITNESS WHEREOF, the parties affix their signatures and enter into this Agreement
effective as of November , 2009.
NOBLE ENERGY, INC.
By:
Name:
Title: Attorney -in -Fact
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LARRY D. KNOX
By:
Name: Michael D. Knox
Title: Attorney -in -Fact
DANNA B. KNOX
By:
Name: Michael D, Knox
Title: Attorney -in -Fact
STATE OF COLORADO
COUNTY OF
) SS
The foregoing instrument was subscribed and sworn to before me this day of
, 2009, by , Attorney -in -Fact for Noble Energy,
Inc.
My commission expires:
Witness my hand and seal.
Notary Public
STATE OF COLORADO )
) SS
COUNTY OF )
The foregoing instrument was subscribed and sworn to before me this day of
, 2009, by Michael D. Knox, Attorney -in -Fact for Larry D. Knox and Danna
B. Knox.
My commission expires:
Witness my hand and seal.
Page 7 of 8
Notary Public
Page 8of8
PIPELINE RIGHT-OF-WAY AGREEMENT
THIS PIPELINE RIGHT-OF-WAY AGREEMENT ("Agreement") is effective the _
day of November, 2009, between Larry D. Knox and Danna B. Knox, husband and wife, whose
address is 1600 Airway Road, Lebanon, Oregon 97335 (together, "Grantor"), and Noble Energy,
Inc., a Delaware corporation, whose address is 1625 Broadway, Suite 2200, Denver, Colorado
80202 ("Grantee").
RECITALS
A, Grantor owns the surface of the real property in Garfield County, Colorado (the
"Property"), legally described as:
Township 8 S Range 96 West, 6`h P.M.
SW 1/4 of NW 1/4 of Section 2
SW '/ of NE 1/4 and SE 1/ of NE 1/4 of Section 3 described as 720 feet West along
the North property line from the NE corner of the SW 1/4 NE1/4 to a point of
beginning; thence 720 feet East along the North property line to the NE comer of
SW1/4 NE1/4 of Section 3; thence South 600 feet along the East property line;
thence Northwesterly 937.23 feet along a line to the point of beginning, Garfield
County, State of Colorado.
B. Grantee is the Grantor and Grantee of oil and gas leases in the vicinity of the
Property,
C. Grantee wishes to construct a natural gas pipeline beneath the surface of the
Property in accordance with the terms of this Agreement.
TERMS
THEREFORE, in consideration of the mutual covenants in this Agreement, and
Grantee's agreement to pay the consideration described in this Agreement, the parties agree as
follows:
1. Grant. Grantor grants to Grantee a perpetual, non-exclusive pipeline right-of-way
("Right -of -Way"), thirty (30) feet in width across the Property, at the location approved by
Grantor and depicted on Exhibit A, to construct, maintain, inspect, operate or remove no more
than one sixteen (16) inch pipeline for the transportation of natural gas and no more than one
eight (8) inch maximum pipeline for the transportation of water. Grantor also grants to Grantee a
license for the use of twenty (20) feet parallel to and adjoining one side of the Right -of -Way for
temporary use during the initial installation of the pipeline.
2. Consideration. As consideration for the grant of the Right -of -Way, upon
execution of this Agreement Grantee shall pay Grantor ten dollars ($10.00) per linear foot of the
pipeline. The parties agree that the approximate length of the pipeline is 2,561.3 linear feet.
3. Construction.
3.1. Grantee shall provide written notice to Grantor at Least one (1) week prior
to any construction or installation under this Section 3.
3.2. Grantee shall bury the pipeline within the Right -of -Way at a depth not
fewer than thirty-six (36) inches, so as not to interfere with cultivation of soil, and shall
install the pipeline so that it can be detected using a commonly available metal detector.
3.3. Grantee shall immediately repair any fence on or enclosing the Property
that is damaged or temporarily taken down during any construction on or use of the
Right -of -Way to as good as or better than its previous condition. Any fence to be cut
shall be H -braced prior to being cut.
3.4. In the event Grantee needs to replace any fencing, the fence shall be a
four -wire barbed wire fence. Posts and spacing of posts shall be consistent with other
fences on the Property.
3.5. Grantee shall utilize reasonable efforts to preserve vegetation and mature
tree growth within the Right -of -Way with the understanding that there may be trees that
need to be trimmed or cut down to satisfy and successfully complete pipeline installation
and subsequent repair or maintenance.
3.6. Any rocks larger than twenty-four (24) inches excavated by Grantee shall
be distributed and placed or disposed of by Grantee on the Property as directed by
Grantor.
3.7. At all times during construction, any and all construction vehicles,
equipment and materials, while not in use, shall be parked or placed in the Right -of -Way.
Except for normal and routine maintenance and repair during construction activities, no
construction equipment shall be repaired or maintained upon the Property. No motor
fluids, litter or debris shall be discarded or disposed of on the Property.
3.8. Grantee shall immediately restore or repair any irrigation or tail water
ditch or pipeline that is damaged during any construction on or use of the Right -of -Way
so that the delivery of water on the Property is not disrupted, and Grantee shall indemnify
Grantor for any damage caused to utility lines as a result of Grantee's construction on or
use of the Right -of Way.
4. Grantor's Operations. During installation of the pipeline within the Right -of -
Way, and at all times thereafter, Grantee shall minimize disruption of, and interference with, any
ranching, agriculture or other operations conducted on the Property now or in the future.
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5. Reclamation. Within 120 days after completion of the installation of the pipeline
within the Right -of -Way, or any maintenance or repair of the pipeline that disturbs the surface of
the Property, Grantee shall restore any affected area to its approximate pre -disturbance
topography, to the extent practicable, so that there are no permanent mounds, ridges, sinks or
trenches, and shall re -seed all such areas with appropriate native vegetation or other seed type(s)
selected by Grantor, in Grantor's sole discretion. Grantee shall also be responsible for
controlling all noxious weeds on the Right -of -Way until the later of one year after the
termination of the Right -of -Way or the completion of final reclamation. Upon surrender or
termination of the Right -of -Way, Grantee shall either (in Grantor's sole discretion) remove the
pipeline, or leave it buried in place and sever the pipeline at the points it enters and exits the
Property. If Grantor elects to have the pipeline removed, the reclamation provisions described
above shall apply.
6. Compliance with Law. Grantee, its agents, designees, assignees and successors -
in -interest shall, in connection with the use of the Right -of --Way, comply with all applicable
federal, state and local laws, rules and regulations applicable to Grantee's use of the Right -of -
Way, including, by way of example and not limitation, the common law and all other laws
designed to protect the environment and public health or welfare.
7. Default. If Grantee fails to comply with any of the obligations of this Agreement,
Grantee's failure to comply shall constitute a default (the "Default"). Grantor shall give Grantee
written notice describing Grantee's Default, by certified or registered mail, delivered to
Grantee's address set forth above, and Grantee shall have ninety (90) days after receipt of the
notice to remedy the Default described therein.
8. No Other Facilities. Nothing in this Agreement shall be construed as granting
Grantee the right to place any facilities on the Property, or anything beneath the surface of the
Property not expressly provided for in this Agreement, other than the pipeline(s) to be installed
in the Right -of -Way; provided, however, that Grantee shall have the right to install vents,
chemical injectors, pigging facilities, location markers, and above ground valves if necessary for
the operation and maintenance of any such pipeline. Any other surface and subsurface
appurtenances and facilities Grantee wishes to install may only be installed with the consent of
Grantor.
9. Term of Agreement. The Right -of -Way shall terminate: (a) upon the parties'
mutual, written agreement to terminate this Agreement; or (b) upon Grantee's written surrender
of the Right -of -Way. Upon termination or surrender of the rights granted under this Agreement,
Grantee shall execute and deliver to Grantor, within thirty (30) days after written demand
therefor, an acknowledgment that this Agreement has been terminated, which Grantor may
record in the real property records of Garfield County, Colorado.
10. Liquidated Damages. In addition to and not in lieu of all other rights and
remedies exercisable by Grantor under this Agreement and at law or in equity, in the event of
any violation of any term, condition or provision of this Agreement by Grantee or its employees,
contractors, sub -contractors, agents or business invitees, Grantor shall notify Grantee in the
3
manner described in section 19 of such alleged violation within five (5) days after the violation
was discovered. The Grantee shall then respond to Grantor's notification within fifteen (15)
days, either disputing the alleged violation or acknowledging it. In the event Grantee disputes
the allegation, Grantor's or Grantee's representatives shall consult within fifteen (15) days after
Grantee has responded to negotiate a resolution of the allegation. If Grantee acknowledges
violating, or is found by a court to have violated, the provision of this Agreement that is the
subject of the dispute, it shall pay liquidated damages in the amount of $1000.00 for each
violation, If the parties are unable to reach a resolution, either party may file an action in the
Garfield County District Court requesting a judicial determination. In any such action, the
prevailing party, as determined by the court, shall be awarded its costs and reasonable attorney
fees.
11. Liability of Grantee. Grantee shall be liable for any injury to persons, property or
livestock caused by or incident to the operations of Grantee, its agents, employees, contractors or
subcontractors on the Property, or any extraordinary damages due to spills of materials,
explosions or any other harmful activity of Grantee, unless caused solely by the negligence of
Grantor. Grantee shall indemnify and hold harmless Grantor from and against any and all
liability, damages, costs, expenses, fines, penalties and fees (including without limitation
reasonable attorney and consultant fees) incurred by or asserted against Grantor arising from or
regarding or relating to (a) the operations of Grantee, its agents, employees, contractors or
subcontractors on the Property, or (b) any other rights granted by this Agreement, unless caused
solely by the negligence of Grantor. Such indemnification shall extend to and encompass, but
shall not be limited to, all claims, demands, actions or other matters that arise under the common
law or other laws designed to protect the environment and public health or welfare. Grantee
shall, at Grantor's option, defend Grantor or reimburse Grantor as expenses are incurred for
Grantor's defense against any claims, demands, actions or other matters, whether brought or
asserted by federal, state or local governmental bodies or officials, or by private persons, that are
asserted pursuant to or brought under any such laws. All of Grantee's obligations stated in this
Section 10 shall survive termination of this Agreement.
12. Insurance. Grantee shall keep its operations insured, or comply with applicable
self-insurance laws and regulations, for automobile, liability and workers' compensation
insurance, and for any damages incurred on the Property.
13. Grantee Liens. Grantee shall, at its sole expense, keep the Property free and clear
of all liens and encumbrances resulting from Grantee's and its agents' activities on the Property,
and shall indemnify and hold harmless Grantor from and against any and all liens, claims,
demands, costs and expenses including, without limitation, attorney fees and court costs in
connection with or arising out of any work done, labor performed or materials furnished.
14. Prohibited Items and Activities. Grantee shall not be permitted to have, or allow,
firearms, crossbows, pets, alcohol, or illegal drugs on the Property. Personal and/or leisure
activities are prohibited.
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15. Force Majeure. Any obligation of Grantee under this Agreement shall be subject
to events of force rnajeure. Events of force majeure shall mean any contingency or cause beyond
the reasonable control of Grantee including, without limitation, acts of God or the public enemy,
war, riot, civil commotion, insurrection, government or de facto government action (unless
caused by acts or omissions of the party), fires, explosions, rain or other weather delays, floods,
strikes, slowdowns or work stoppages.
16. No Warranty of Title. This Agreement is made subject to any and all existing
easements, rights-of-way, liens, agreements, burdens, encumbrances, restrictions and defects in
title affecting the Property. Grantor does not in any way warrant or guarantee title to the
Property.
17. Non -Exclusive Use and Reservations. All rights granted in this Agreement are
limited to the specific grant(s) described in this Agreement. Grantor reserves to itself and its
successors and assigns all rights not specifically granted to Grantee in this Agreement, including
the right to the use and enjoyment of the surface of the Right -of -Way, so long as such use does
not hinder, conflict with or interfere with Grantee's rights under this Agreement. Grantee waives
any rights it may have to use or condemn additional easements, rights-of-way or anything else,
on, over, across or through the Property not specifically provided for in this Agreement,
including any express or implied rights it may now have or in the future acquire under any other
instrument, from any fractional interest Grantor, or at law or in equity.
18. Waiver. The failure of either party to enforce any of its rights under this
Agreement upon any occasion shall not be deemed a waiver of such rights on any subsequent
occasion(s). The waiver, either express or implied, by any party of any of the rights, terms or
conditions in this Agreement shall not be deemed as or constitute a waiver of any other rights,
terms or conditions in this Agreement. Any waiver, in order to be valid and effective, must be in
writing.
19. Notice. Wherever provision is made in this Agreement for the giving, service or
delivery of any notice or other instrument, such notice shall be given by (a) personal delivery, or
(b) United States first class mail, postage prepaid, addressed to the party entitled to receive the
same at the address stated in the introductory paragraph; provided, however, that each party may
change that party's mailing address by giving to the other party written notice of change of such
address in the manner provided in this Section 17. Mail shall be deemed to have been given,
served and delivered upon the third delivery day following the date of the mailing; personal
delivery shall be deemed to have been given, served and delivered upon receipt.
20. Survival of Obligations. All obligations, indemnifications, duties and liabilities
undertaken by the parties under this Agreement shall survive the termination of this Agreement.
21. Merger of Prior Agreements. This Agreement contains the sole and entire
agreement and understanding of the parties with respect to its entire subject matter. All prior
discussions, negotiations, commitments and understandings relating to the subject of this
Agreement are merged into it.
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22. Amendments. This Agreement may only be amended by the written agreement of
both parties. This Agreement cannot be amended or terminated orally.
23. Headings. Section headings or captions contained in this Agreement are inserted
only as a matter of convenience and for reference, and in no way define, limit, extend or describe
the scope of this Agreement or the intent of any provision.
24. Construction. Whenever required by the context of this Agreement, the singular
shall include the plural, and vice versa; and the masculine gender shall include the feminine and
neuter genders, and vice versa. The provisions of this Agreement have been independently,
separately and freely negotiated by the parties as if drafted by both of them. The parties waive
any statutory or common law presumption that would serve to have this Agreement construed in
favor of or against either party.
25. Applicable Law and Attorney Fees. This Agreement and the rights of the parties
under it shall be governed by and interpreted in accordance with the laws of the State of
Colorado, by the District Court of Garfield County, Colorado. In the event of a dispute
involving or related to any term or condition of this Agreement, the non -breaching party shall be
entitled to recover its reasonable costs and attorney fees, including post judgment collection
costs, in addition to actual damages.
26. Heirs, Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective heirs, successors and assigns. The Right -of -Way
granted in this Agreement shall run with the land and is not a personal covenant; provided,
however, that assignment by Grantee of some or all of its rights hereunder shall not release
Grantee from liability under this Agreement, unless specifically released by Grantor in writing.
GRANTOR:
LARRY D. KNOX and DANNA B. KNOX
Michael D. Knox, Attorney -in -Fact for Larry D, Knox and Danna B. Knox
6
GRANTEE:
NOBLE ENERGY, INC.
Name:
Title: Attorney -in -Fact
STATE OF COLORADO
) ss
COUNTY OF
The foregoing instrument was subscribed and sworn to before nye on the day of
, 2009, by Michael D. Knox, Attorney -in -Fact for Larry D. Knox and Danna
B. Knox.
My commission expires:
Witness my hand and seal.
Notary Public
STATE OF COLORADO )
) ss
COUNTY OF DENVER )
The foregoing instrument was subscribed and sworn to before me on the day of
, 2009, by , Attorney -in -Fact of Noble
Energy, Inc., a Delaware corporation.
My commission expires:
Witness my hand and seal.
Notary Public
7
1
1111 Di P:1101,'61) Nit illi,i11'ti'IEWi1.l,4r'1.111i11111
Recept.ionn: 795002
1119012010 12 00:00 Pn Joan AtbarICo
1 or 6 Rea Fea.f36 00 Doe F.a•O 00 GGRF1EL0 COunrr CO
RIGHT -OIC -WAY EASEMENT
FOR AND IN CONSIDERATION of the sum of TEN AND NO/100 DOLLARS (510.00) and other good
and valuable consideration, in hand paid to Larry D. Knox and Dunne Knox (hereinafter referred to as
GRANTOR. whether one or more), the receipt and sufficiency of which is hereby acknowledged, whose
mailing address is 1600 Airway Road, Lebanon, OR 97335 by Encana Oil & Gas (USA) Inc.. whose mailing
address is 370 1e Street, Suite 1700, Denver. CO 80202. (hereinafter referred to as GRANTEE).
GRANTOR hereby grants, sells. conveys and warrants to GRANTEE, its successors and assigns, a
permanent easement, (30) thirty feet in width, for the purpose at any time and from time to time to lay, locate,
construct, maintain. inspect. alter, repair, operate, protect, change the size of, replace, relocate, mark, remove
and/or abandon in place. two (2) pipelines and appurtenances. equipment and facilities useful or incidental
thereto, including, but not limited to. valves, metering and corrosion control equipment. and any above-
ground appurtenances, as may be necessary or convenient., for the transportation of natural gas, petroleum.
petroleum products and derivatives thereof and any other liquids. gases, Or substances which can be
transported through pipelines, upon and along a route to be selected by GRANTEE on. over, across and
through lands owned by GRANTOR, or in which GRANTOR has an interest, situated in Garfield County,
State of Colorado described as follows:
Township 8 South, Range 96 West, 6th P.M.
Section 2: Lot 4
Section 2: SW4NW4
Section 3: SE4NE4
Section 3: SW4NE4
Section 3: SE4NW4
and being the same land described in those certain Deeds recorded in Book 1028, Page 523. and Book 1187,
Page 834, and Book 1455, Page 702 of the Clerk's office of said County, to which reference is made for
further description. In addition to the (30)thirty feet permanent easement area as defined above, GRANTOR
grants to GRANTEE a temporary easement (45) forty-five feet in width adjacent to the permanent easement,
for the purpose of enabling GRANTEE to initially construct the pipeline. After the post -construction cleanup
following the initial pipeline construction. the permanent easement area shall be limited to a strip (30) thirty
feet wide as referenced above, The permanent easement. located on the above described lands is generally
described on Exhibit A, Pages 1, 2, and 3 attached hereto and made a part hereof. Exhibit A attached hereto is
not intended to show the final location of the easement or pipeline as actually constructed., the actual location
of the easement will extend (15) fifteen feet on each side of the centerline of the pipeline as actually laid.
GRANTOR further grants and conveys unto GRANTEE the right of unimpaired ingress and egress on,
over, across and through the above-described lands including other lands owned. leased or claimed by
GRANTOR which are adjacent thereto or contiguous therewith for all purposes necessary or incidental to
the exercise of the rights herein granted, with the further right of entry to maintain the easement herein
granted clear of trees, undergrowth, brush. structures, and any other items, to the extent GRANTEE deems
necessary in the exercise of the rights granted herein. GRANTEE shall riot be liable for damages caused by
keeping said easement clear of trees, undergrowth, brush, structures, or any other obstructions.
GRANTOR shall have the right to use and enjoy the above-described premises; provided however,
GRANTOR shall not exercise sttch use and enjoyment in a manner that well impair or interfere with the
le
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exercise by GRANTEE of any of the rights herein granted. GRANTOR agrees not to change the grade over
the pipeline constructed hereunder and shall not build, create. construct. or permit to be built, created, or
constructed any obstruction, building, lake, engineering works, or any other type of structure over or on said
easement.
GRANTEE agrees at the lime of construction to bury said pipeline to such depth as will not interfere with
lands under cultivation. and in accordance with applicable Federal and State regulations. Following
installation of the pipeline. GRANTEE agrees to restore the ground as nearly as is practicable. to its
condition prior to the installation of the pipeline and in accordance with Federal regulations.
GRANTEE shall. at its sole expense, keep the lands subject to the casement granted herein free and clear of
all liens and encumbrances resulting from GRANTEE'S and its agents' activities on the said lands and
shall indemnify and hold harmless GRANTOR front and against any and all liens. claims. demands,
costa. and expenses, including, without limitation, attorneys' fees and court costs: in connection with or
arising out of any work done, labor performed. or materials furnished with respect to or by GRANTEE
and/or GRANTEE'S agent.
TO HAVE AND TO HOLD unto GRANTEE, its successors and assigns. so long as the right and
easement herein granted, or any one of them shall be used by, or useful to GRANTEE for the purposes
herein granted and the provisions of this agreement are to be considered a covenant that runs with the land
herein described and GRANTOR hereby binds themselves. their heirs, executors and administrators, and
their successors and assigns to warrant and forever defend this right of way and easement unto the
GRANTEE, its successors and assigns, against every person whomever lawfully claiming or to claim the
same or any part thereof The easement and rights herein granted may be transferred, leased or assigned.
from lime lo time, in whole or in part. It is agreed that any payment due hereunder may be made direct to
said GRANTOR or any one of them (if more than one).
Section 1445 Certification — Under penalties of perjury, the undersigned Grantors hereby certify that they are
not a non-resident alien, foreign corporation. foreign partnership, foreign trust or foreign estate for purposes
of U.S. income taxation.
7It
EXECUTED as of this day /S of September, 2010.
Weer
D. Knox OA for arty U. Knox Michael D. Knox POA for Donna Knox
Encana Oil & Gas (USA) Inc.
By: D
Ricardo D. Gallegos
Attorney -in -Fact{
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• 110 npri i',iMILIm nuatiugmcieuti 1110
Receptiof11: 795002
M3012010 12;00:00 AM Jean ald.ri o
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ACKNOWLEDGEMENTS
State of Colorado
)s
County of Garfield
AI
On this ___ day of September, 2010, before me personally appeared Michael D. Knox, POA
for Larry D. Knox and Minna Knox, known to mc to be the person described in and who
executed the foregoing instrument, and who acknowledged to me that he executed the same.
(SEAL)
My commission expires: - D - 13
State of Colorado )
)$
City and County of Denver ) I
On this 1 I' day of tlgrit/Ut , 2010, before me personally appeared Ricardo
D. Gallegos, Attorney -in -Fact for Encana Oil & Gas (USA), Inc., known t0 me to be die person
described in and who executed the foregoing instrument, and who acknowledged to me that he
executed the same.
•
(SEAL) ; APRIL jACKSON
i NOTARY PUBLIC •
• STATE OF COLORADO
•
M Commission Espies 03/25/2013
My commission expires: St Ai
,�-v.-( 9aaev
Notary ublic
1111 lira 11:1100111.111,1411 titI1 71111 ,11<'I11111I
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EXHIBIT "A"
Page 1 of 1
This Exhibit "A" is attached w and made a part of that certain Right of' Way Easement
by and between Larry K. Knox and Danna Knox as Grantor and Encana Oil S Gas
(USA) Inc., as Grantee.
it
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Page 2 of 3
This Exhibit "A" is attached to and made a pan of that certain Right of Way Easement
by and between Larry K. Knox and Danna Knox as Grantor and Enraiia Oil Gas
(USA) Inc., as Grantee.
Section 2: Lot 4
Section 2: SW4NW4
Section J: SE4NI34
Section 3: SW4 4l 4
Section 3: SE.114W4
Township S South. Range 96 West. Gdl PM,
Located is Garfield County. Colorado
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EXHIBIT "A'
Page 3ol3
This Exhibit "A" is attached to and made a pan of that certain Right or Way Easement
by and between Larry K. Knox and Daiwa Knox as Grantor and Enema Oil cl Gas
(USA) Inc., as Grantee.
0
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Section 2: Lot 4
Section 2: SW4NW4
Section 3: SE NI 4
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Section 3: SE4NWV4
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encaria
January 16, 2014
Larry D. and Danna Knox
CIO Michael Knox, Attorney -in -Fact
1600 Airway Road
Lebanon, Oregon, 97335
Re: Juniper Hills Proposed Airstrip
Sections 2 and 3, Township 8 South, Range 96 West
Garfield County, Colorado
Dear Mr and Mrs. Knox:
The proposed Juniper Hills Airstrip, as depicted on the attached Exhibit A, is located within two hundred feet
(200') of pipelines owned by Encana Oil & Gas (USA) Inc. ("Encana") and Grand River Gathering, LLC ("GRG")
(collectively, the "Parties"). Encana's right to construct and operate these pipelines is memoralized in two Pipeline
and Right -of -Way Agreements ("ROW, the first dated April 20th, 2005 and recorded as reception number
694326, and the second dated September 15, 2010 and recorded as reception number 795002, with Correction of
Description dated January 5, 2012 and recorded as reception number 820776, all recorded in the Garfield County
Clerk's office. Subsequently, Encana assigned a portion of these ROWs to GRG by Assignment, Conveyance and
Bill of Sale dated effective October 27, 2011 and recorded as reception number 810054 in the Garfield County
Clerk's office. The ROWs grant the Parties easements for certain purposes, including, but not limited to,
constructing, installing, operating, maintaining and repairing pipelines.
Subject to the terms of two new Pipeline and Right of Way Agreements dated / �� ✓ , r G� f41
2014, entered into between the Parties and Larry D. and Danna Knox and replacing the . riginal ROWs, the
Parties do not object to the Juniper Hills Airstrip
Sincerely,
Encana 011a, Gas (USA) Inc.
Helen M. Capps
Attorney-in-fact . •
1 .1(.'rk• Ort t. r „i' ;t1',A:
370 1 7th Slreel Suite 1700 Denver CO 1302N USA encana.com
Grand River Gath ring, L C 6 L
ee //A%- ' _I T
Rick W Smith
Director — Rockies Operations
October 7, 2013
PICEANCE ENERGY, LLC
(A LARAMIE ENERGY SUBSIDIARY)
601 28-1/4 ROAD, SUITE D
GRAND JUNCTION, CO 81506
Molly Orkild-Larson
Garfield County Planning
108 8th Street, Suite 401
Glenwood Springs, Colorado 81601
TEL: (970) 812-5311
FAX: (970) 683-5594
Re: Landing Strip County Planning, Piceance Energy, Knox 3-08 Drilling Pad ; T8S-R96W, 6°h
P.M. Section 3: Pt of the SE/4NE14 Garfield County, State of Colorado.
Dear Molly:
Piceance Energy, LLC, does not object to the Garfield County approval of the airstrip provided
that the County does not restrict the operations of Piceance Energy, LLC by virtue of this
airstrip.
Piceance Energy, LLC reserves the right to retract this letter if any adverse oil and gas regulatory
burdens related to this airstrip are be approved in the future due to the close proximity of the
airstrip to Piceance existing or planned production and/or drilling equipment located on the
surface of these lands.
Regards,
j
Thomas A. Rutledge
Senior Land Manager-Piceance Basin
encana,.,
lural ga�
October 14, 2013
Larry D. and Danna Knox
CIO Michael Knox Attomey-in-Fact
1600 Airway Road
Lebanon, Oregon, 97335
Re: Juniper Hills Proposed Airstrip
Sections 2 and 3, Township 8 South, Range 96 West
Garfield County, Colorado
Dear Mr. and Mrs. Knox:
The proposed Juniper Hills Airstrip, as depicted on the attached Exhibit A, will cross a pipeline owned by
Encana. This pipeline is memoralized in PIPELINE AND RIGHT OF WAY GRANT dated April 20, 2005,
and recorded as Reception Number 694326 of the Garfield County Clerk's office. The right of way grants
Encana certain rights that enable it to enter the easement area for maintenance and repair of the pipeline
Encana does not feel that the Juniper Hills Airstrip will interfere with our operations; however Encana
shall have no liability or responsibililty for any damage to the airstip or injury to any person using the
airstrip as a result of the construction of the airstrip over Encana's pipeline and pipeline right of way.
Encana shall additionally have no liability or responsibililty for any damage to the airstrip in the event that
Encana needs to exercise rights granted in the right of way. If Encana is chooses or is required to
exercise such rights, we will attempt to minimize any disruption to the airstip. Encana has no ownership in
the surface of the land and cannot grant approval for any use of the surface.
incerel,
iI�
( irk
coria Gas (USA Inc.
Kirsten E. Orahood, CPL
Group Lead, Land
South Piceance Team
720-876-5119
Kirsten.orahood@encana.com
I is el the onsite fuel used to produce this paper caws Gum clean. affordable. al./L.-dant mural gas
Encana Oil & Gas (USA) Inc.
370 17th Street. Suite 1700
Denver, Colorado USA $0202
t 303.623.2300
wwwencana.con)
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DUFFORD WALDECK
PR
MILBURN &KROHNUP
Attorneys at Law
William S. DeFord
William H. T. Frey
Nathan A. Keever
Richard H. Krohn
Michael A. Kuzminski'
Christopher G. McAnany*
John R. Pierce +
Sam D. Starritt t
Matthew A. Montgomery
Annie D. Murphy --
Laird T. Milburn
Df Counsel
Barbara R, Butler
Of Counsel
04, Dufford
(191&199a)
William G. Waldeck
{1923.2009)
Also Admitted in Oregon
Also Admitted in Utah
- Also AdmUted In Utah & Wisconsin
1 Also Admitted laWromino
GRANO JUNCTION, COLORADO
744 Horizon Court
Suite 300
Grand Junction
Colorado, 81506
Tel. 970 241.5590
Fax 970.2433738
MONTROSE, COLORADO
Tel. 970.249.4500
MOAB, UTAH
Tel. 435.259.2225
Www.4iyrrnk.cam
Sfwl1k4dwlpge01
October 14, 2013
Michael Knox
1600 County Road 306
Parachute, CO 81635
Re: Whether permission is needed from EnCana and/or Noble prior to
Knoxes' use of landing strip located within EnCana/Noble's easement/right-of-
way
Dear Mr. Knox:
1 reviewed the Pipeline Agreement between Larry and Danna Knox and
Noble and the Right -of -Way Agreement between Larry and Danna Knox and
EnCana for the purpose of determining whether the use of a landing strip located
within or partially within EnCana's and Noble's easement and right-of-way
would constitute a breach of those agreements. The two agreements are different
and warrant separate discussion.
In short, a prudent person would alert, communicate with, or seek
permission from both Noble and EnCana prior to obtaining a permit to use the
landing strip. However, neither agreement requires the Knoxes to do so. In
fact, both EnCana and Noble knew about the landing strip prior to constructing
their respective pipelines since it was already in place, Although it is unclear
whether the companies knew the intented use of this strip (which is why the
conservative approach would be to inform Noble and EnCana of the planned
use), the strip was in existence.
As to the Noble Agreement, Mr. and Mrs. Knox granted Noble a non-
exclusive right-of-way for its pipeline in November 2009. (Noble Agreement at
paragraph 1). At this time, the landing strip had already been constructed. In the
Agreement, Noble .agreed to minimize interference with the Knoxes' operations
on "the Property," (Noble Agreement at paragraph 4), The Property includes
the landing strip. Paragraph 17 of the Noble Agreement reiterates Noble's non-
exclusive use of the right-of-way. In that same paragraph, the Knoxes reserved
the "right to use and enjoy the surface of the Right -of -Way," which includes the
landing strip, "so long as such use does not hinder, conflict with or interfere with
[Noble's] rights under [the Agreement]." Although it would be reasonable for
Michael Knox
October 14, 2013
Page 2
the Knoxes to communicate their plans with Noble so that Noble is informed of the planned use
of the strip, it is the Knoxes risk, in using the landing strip, to use it in a way that does not hinder,
conflict with or interfere with Noble's rights, and, under the Agreement, written permission from
Noble should not be a condition of the permitting of the landing -strip.
As to the EnCana Agreement, Mr. and Mrs. Knox granted a pipeline easement to EnCana
in September 2010. Because the landing strip had already been constructed prior to the
installation of the pipeline, EnCana had to cut through the concrete strip to install the pipeline
and was required to replace the portions of the landing strip that it destroyed. The EnCana
Agreement is clear that the Knoxes retained the right to "use and enjoy the .. , premises," and
the "premises" includes the landing strip. The Knoxes agreed to refrain from using the premises
in a way that would impair or interfere with EnCana's right of way. A prudent person would
discuss the intended use of the landing strip with EnCana to insure that the use would not impair
or interfere with EnCana's use. I-Iowever, there is no requirement under the Agreement that this
be done. Again, the Knoxes' shoulder the risk that their use of the existing landing strip would
interfere with EnCana' s right of way. The Knoxes are not constructing anything new, nor
changing the grade over the pipeline, either of which would be prohibited under the Agreement.
EnCana's right of way should not impede Garfield County's permitting process of the landing
strip.
Please let us know if you have any questions.
Very truly yours,
nnie D. Murphy
cc: Molly Orkild-Larson
Enclosures: Right -of -Way Easement
Pipeline Right —of -Way Agreement