Northpoint Addn-ES071016
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PIPELINE EASEMENT AND RIGHT OF WAY AGREEMENT
STATE OF TEXAS S
S KNOW ALL PERSONS BY THESE PRESENTS:
S
COUNTIES OF TARRANT AND DALLAS
This Pipeline Easement and Right of Way Agreement ("Agreement") is by and between
GREENWAY-GRAPEVINE/COPPELL PARTNERS L.P. ("Grantor") and TEXAS
MIDSTREAM GAS SERVICES, LLC ("Grantee").
RECITALS
A. Grantor is the owner of the surface of certain lands (the "Land"), part of which is
described on Exhibit A attached hereto ("Easement TracC).
B. Grantee wishes to receive a right of way and easement (the "Easement") across a
portion of the Lands as such right of way and easement is more particularly described on Exhibit A.
C. Grantor wishes to grant the Easement to Grantee and Grantee wishes to accept the
Easement and use the Easement, all pursuant and subject to the terms of this Agreement.
GRANT OF EASEMENT AND AGREEMENT
Now therefore, for and in consideration of $100.00 and other good and valuable
consideration (including additional cash consideration [the "Initial Consideration") to be paid by
Grantee concurrent with the execution and delivery of this Agreement by Grantor), the receipt and
sufficiency of which are hereby acknowledged, Grantor and Grantee agree as follows:
1. Grant of the Easement. Grantor hereby grants, sells and conveys to Grantee, its
successors and assigns, a Easement under and across the Easement Tract, to lay, construct, inspect,
maintain, repair, operate, alter, abandon in place and remove at will, in whole or in part, a pipeline
(the "Pipeline") for the transportation of oil, gas, petroleum and other gases, fluids or substances
which can be transported through an underground pipeline and all underground appurtenant facilities
thereto, including without limitation, all, valves, fittings, graphite and steel anodes and other
underground devices for the control of pipeline corrosion, and similar appurtenances as may be
necessary or convenient in the operation of said pipeline( s), as well as those legally required above-
ground "pipeline warning" signs (the "Surface Signs") located within the Easement Tract
(collectively, the "Equipment"), over, across, under and upon the Easement Tract.
2. Temporary Construction Easement. Grantor also grants to Grantee a temporary ~
construction easement (the "Temporary Construction Easement") over, across and through a ~
~ strip of land running along and adjacent to the Easement Tract as shown on Exhibit A.
Grantee shall give at least 72 hours written notice to Grantor prior to the commencement of
construction of the Pipeline or any part thereof. The Temporary Construction Easement granted
PIPELINE EASEMENT AND RIGHT OF WAY - PAGE 1
herein will terminate and cease upon completion of the installation and testing of the Pipeline and
Equipment or March 1, 2008, whichever is earlier. Notwithstanding anything herein to the contrary,
all components of the Pipeline and Equipment (other than the Surface Signs) shall be constructed at a
depth of seven (7) feet or more below existing grade.
3. Grantee's Use of the Easement. Grantee shall have all of the rights and benefits
necessary and convenient for the full enjoyment and use of the Easement and the rights herein
granted, including, without limitation, the right of ingress to and egress to and from the Easement
and the right from time to time to cut all trees, undergrowth and other obstructions that, in Grantee's
reasonable judgment, may injure, endanger or interfere with the Grantee's use of the Easement Tract.
Subject to Paragraph 8(b) below, Grantor shall not construct nor permit to be constructed, any
house, building or any other structure or facility on the Easement Tract without the express prior
consent of Grantee, such consent not to be unreasonably withheld. If certain trees are marked by
Grantor as "To be Preserved", Grantor and Grantee agree to work in good faith to preserve such trees
to the extent possible. Grantor agrees not to impound water over the Easement without the prior
approval of Grantee.
4. Covenants Running With The Land. This Agreement, together with the other
provisions of this grant of Easement, shall constitute covenants running with the land, binding upon
and inure to the benefit of Grantor and Grantee, and their respective heirs, legal representatives,
successors and assigns. Grantee's rights hereunder may be assigned in whole but not in part.
5. Surface Damage Payments. The Initial Consideration paid by Grantee to Grantor
includes any and all damages that may be sustained by original construction of the Pipeline within
the Easement, including without limitation, cutting trees and damages to land, trees, fences and
growing crops (to the extent allowed hereafter). After the original construction ofthe Pipeline, and if
not repaired in the normal course of business, Grantee will pay to the owner of the Land and, if
leased, to his tenant, actual damages done to timber, fences, growing crops, landscaping, driveways,
parking areas and other surface features and improvements by reason of entry to repair, maintain and
remove said Pipeline, or for any future construction within the Easement done by Grantee.
6. Reversion. The Easement granted herein, and all rights and privileges in connection
herewith, shall automatically revert to Grantor, its successors and assigns, if and when the Easement
shall cease to be used by Grantee for the aforesaid purposes for a period of twelve (12) consecutive
months without suspension of use for regulatory reasons or events of force majeure.
7. Indemnity. Grantee hereby indemnifies and holds harmless Grantor, its successors
and assigns and all such parties' officers, directors, trustees, shareholders, beneficiaries, partners, and
shareholders (collectively, "Grantor Parties") from and against and all loss, cost, liability, expense or
obligation of every kind and character, seen and unforeseen, including reasonable attorney's fees that
Grantor Parties or any of them may suffer or be threatened with relating to, directly or indirectly, the
Pipeline, the Equipment or any use thereof or any use of the Easement by Grantee, its successors or
assigns or any third party.
PIPELINE EASEMENT AND RIGHT OF WAY - PAGE 2
8. Additional Provisions.
(a) Grantee will utilize the Easement Tract only for the Pipeline and Equipment. Except as
provided in Paragraph 8(b) below and except for the Pipeline and Equipment, no structures,
improvements or impediments shall be constructed on, under or across any portion of the
Easement Tract.
(b) To the extent that such uses are consistent with applicable laws, rules and regulations,
Grantor, its successors and assigns, reserve, retain, and shall have the right to fully use and
enjoy the said premises covered by the Easement Tract, including the right to layout and
construct and maintain streets, alleys, landscaping, signage, lighting and lighting poles and
equipment, parking lots, fences, walls and utilities across said Easement Tract, provided that
such improvements do not endanger or interfere with the normal operation of the Pipeline.
Grantor shall notify Grantee at least sixty (60) days in advance of the construction or
installation of any improvements on the Easement Tract. Grantor reserves the right to use the
Easement Tract in common with Grantee, provided that such use(s) do not endanger or
interfere with the normal operation of the Pipeline and Equipment and provided Grantor
maintains minimum clearances over the Pipeline, and minimum distances from the Pipeline
and Equipment as required by prudent and customary engineering practices, standards, and
applicable laws, rules, regulations and codes. Grantor may not erect buildings on or over any
portion of the Easement Tract.
(c) In addition to the consideration recited above for the grant of this easement, after the
installation of the Pipeline and Equipment, Grantee agrees to restore the Easement Tract and
any lands within the Temporary Construction Easement, to a condition as good as exists on
the date prior to any work, including but not limited to fences, driveways, parking areas,
drainage channels, terraces, landscaping, and other improvements damaged by the
installation of the Pipeline and Equipment. All installation and restoration work shall be
completed by Grantee by March I, 2008.
(d) Grantee shall, at its sole cost and expense, install and at all times maintain the Pipeline and
Equipment within the Easement Tract in a good and workmanlike manner. Grantee agrees to
repair and restore any damage or injury (including, without limitation, paving, driveways,
parking areas, fences, landscaping, and other surface features) to the Easement Tract and the
land adjacent thereto (the "Adiacent Land") caused or occasioned by the installation,
operation, maintenance, repair, or removal of the Pipeline and or Equipment.
( e) This conveyance is expressly subject to all existing rights-of-way and other matters of record
or visible upon inspection of the Easement Tract. It is the intent of the Parties that this
Agreement grants Grantee an interest in the surface only, and not in the minerals under the
Easement Tract. Accordingly, Grantor expressly reserves and retains a mineral reservation of
all of Grantor's and all other existing interests in and to all oil, gas and other minerals on, in
or under the Easement Tract.
Cf) The easements, covenants, and restrictions set forth in this Agreement shall run with the land
and shall be binding on Grantor and Grantee, their successors and assigns.
PIPELINE EASEMENT AND RIGHT OF WAY - PAGE 3
(h) Nothing contained in this agreement is intended to nor shall it be construed as dedicating any
easements or rights to any other party or entity except as expressly set forth herein.
(i) If and to the extent that Grantor requires that the Pipeline and/or Equipment be moved or
relocated within the Easement Tract, Grantee agrees to cooperate with Grantor and
Grantor's plans, provided that all costs and expenses for such a relocation of the Pipeline
and/or Equipment shall be borne solely by Grantor.
9. Entire Agreement. This Agreement constitutes the entire understanding among the
Grantor and Grantee, their respective partners, members, trustees, shareholders, officers, directors
and employees with respect to the subject matter hereof, superseding all negotiations, prior
discussions and prior agreements and understandings relating to such subject matter.
10. Counterpart Signatures. Grantor and Grantee may execute this Agreement in any
number of counterparts, each of which shall be deemed an original instrument, but all of which
together shall constitute but one and the same instrument. The parties agree that facsimile signatures
are binding.
11. Notices. All notices given or required under this Agreement shall be given in writing
and shall be given either by hand delivery or by depositing such notice in the United States first class
mail, postage prepaid, by certified or registered mail, return receipt requested, addressed to the party
to be notified at the following address, or such other address as any such party shall from time to time
designate in writing:
TO GRANTOR:
TO GRANTEE:
Greenway-Grapevine/ Coppell
2808 Fairrnount
Suite 100 LB 1
Dallas, TX 75201
Texas Midstream Gas Services, LLC.
P.O. Box 18162
Oklahoma City, OK 73154-0162
Attn: Director - Right of Way Coordination
with copy to:
R. J. Grogan, Jr.
Grogan & Brawner P .C.
2808 Fairrnount,
Suite 150 LB5
Dallas, TX 15201
PIPELINE EASEMENT AND RIGHT OF WAY - PAGE 4
In witness whereof, Grantor and Grantee have executed this Agreement on the dates set forth
in the acknowledgments below.
GRANTOR:
GREE~AY-GRAPEVINE/COPPELL
PARTNERS L.P., a Texas limited partnership
By:
Name:
Title:
By:
GRANTEE:
TEXAS MIDSTREAM GAS SERVICES, LLC,
an Oklahoma limited liabiF company,
STATE OF TEXAS
JJ,N\
COUNTY OF DALLAS
S
9
9
MBCR.
This instrument was acknowledged befor~ I}le on the } ~ day Of..s8pt@:t:Bb@r, 2007, by
6- ~. >~I , p~(dBJ,\,f- of Greenway-Northpoint, Inc., a
Texas corporation, in its capacity as general partner of Greenway-Grapevine/Coppell Partners
L.P., a Texas limited partnership, on behalf of said limited partnership.
S McU.a Hem.ocIar
. NaImy NIIIc, SIlIle ofT_
III CammiasIon EIpiIw
07-1(l.3ltO
STATE OF OKLAHOMA 9
9
COUNTY OF OKLAHOMA 9
1Y' cclQ1U
This instrument was acknowledged before me on the \\D day ofS~t8RWer, 2007, by
James C. Johnson, President of Texas Midstream Gas Services, LLC, an Oklahoma limited
liability company, on behalf of said limited liability company.
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PIPELINE EASEMENT AND RIGHT OF WAY - PAGE 5
EXHIBIT "A"
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BASIS OfF BEAAINC: lHE NORlHEASTERL Y UNE OF lHA T PARCEL OF LAND AS
DESCRIBED IN va..UME 96097, PAGE 3964 OF THE DALLAS COUNTY RECORDS BEARS
S47'58';W E (GRID) IN THE STAlE OF lEXAS NORTH CENTRAl 4202 ZONE.
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EXHIBIT "A"
UNE
L1
L2
L3
L4
PERM TABLE
BEARING
S38'08 58 W
S41'2429 W
501'4821 W
N49'53 23 W
DISTANCE
134,47
192.52'
39,18'
51.47
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S47'58'31-E
26.27'
POJR't OF POINT OF
COMMENCEMENT BEGINNING
10' UllUlY 30' PERMAN
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10,985 Bq.ft.
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SUBDIVISION 1302830
I BLOa< 1. LOT 1
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WI.. 98097 PC. 3984
I ~nu ~'I1nN OF PF'RUANAIT ~.&~9fl
A 30 FOOT WIDE EASEMENT ACROSS A PORllON OF THE PARCEL DESCRIBED IN VOLUME 96097 AT PAGE 3964 OF
THE RECORDS OF DAUAS COUNTY, TEXAS, IN THE JACOB WILCOX SURVEY, ABSTRACT 17160, TRACT 4, 15 FEET ON
EACH SIDE OF THE FOLLOWING CENTERUNE;
COt.tMENQNG ON THE NORTHWESTERLY CORNER OF SAID PARCEL, THENCE S 47'58'31- E ALONG THE
NORTHEASTERLY BOUNDARY OF SAID PARCEL, A DISTANCE OF 26.27 FEET TO THE POINT OF BEGINNING:
THENCE S 38"08'58- W, A DISTANCE OF 134.47 FEET;
THENCE S 41"24'29- W, A DISTANCE OF 192.52 FEET;
THENCE S 01'48'21- W, A DISTANCE OF 39.18 FEET TO THE POINT OF TERMINUS ON THE SOUTHWESTERLY
BOUNDARY OF SAID PARCEL FROM WHICH A SOUTHWESTERLY CORNER OF SAID PARCEL BEARS N 49'53'23- W, A
DISTANCE OF 51.47 FEET.
THE S1DEUNES OF SAID EASEMENT SHALL BE PROLONGED OR SHORlENED TO COMMENCE AT SAID NORTHEASTERLY
BOUNDARY AND TERMINATE AT THE SAID SOUTHWESTERLY BOUNDARY TO EUMINATE ANY GAP OR OVERLAP.
CONTAINING APPROXIMATELY 10,985 SQUARE FEET OR 0.252 ACRES.
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EXHIBIT "A"
UNE
L5
L6
L7
L8
L9
L10
ADD TABLE
BEARING
547"5831 E
538"0858 W
541.2429 W
N48.35 31 W
N41"2429 E
N38.08 58 E
DISTANCE
150.34
127.99
191.81'
150.00
187.54
133.88
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10' UlIUTY
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BASIS Of BEARING: lHE NORTHEASlERL Y UNE OF THAT PARCEL OF LAND AS
DESCRIBED IN VOLUME 96097, PAGE 3964 OF THE DALLAS COUNTY RECORDS BEARS
S47"58'31. E (GRID) IN THE STAlE OF TEXAS NORlH CENTRAL 4202 ZONE.
SURVEYOR'S CERllF1CA 1E
TO PARTIES INlERESlED IN TIllE TO lHE PREMISES SURVEYED, I DO HEREBY CERTIFY
'THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBUC RECORDS AND FROM
AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND lHA T SAME IS TRUE AND
CORRECT.
DAlE OF SURVEY: 8/23/07-9/14/07
SEYED M. ALVANI
R.P.LS. NO. 5896
DAlE OF SIGNATURE: 9/17/07