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EXHIBIT 10.65
EASEMENT AGREEMENT
THIS EASEMENT AGREEMENT (this "Agreement") is made and entered into as of
the 1st day of April, 1993 (the "Effective Date"), by and between CAMDEN XXXXX
X.X. (D/B/A Camden Cogen Limited Partnership), a Delaware limited partnership,
whose address is 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000
("Grantor"), and PUBLIC SERVICE ELECTRIC AND GAS COMPANY, a New Jersey
corporation, whose address is 00 Xxxx Xxxxx, Xxxxxx, Xxx Xxxxxx 00000
("Grantee").
W I T N E S S E T H:
WHEREAS, Grantor is the fee owner of that certain tract or parcel of land
situated in Camden, Camden County, New Jersey, more fully described on Exhibit
A attached hereto (the "Property"); and
WHEREAS, Grantee desires to obtain and Grantor desires to grant to Grantee
a non-exclusive easement (the "Easement") over, under, upon, through and across
the land (the "Area") which constitutes a portion of the Property and which is
described on Exhibit B attached hereto, for the purposes of installing, laying,
constructing, reconstructing, operating, maintaining, inspecting, repairing,
removing, replacing and relaying within the Area a sixteen inch (16") gas
pipeline, together with all necessary fittings, appurtenances and facilities,
all to enable Grantee to deliver gas to Grantor's cogeneration facility located
on the Property.
NOW THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties intend to be legally
bound by this Agreement and agree as follows:
1. Definitions. The following terms used in this Agreement shall have the
following meanings:
A. "Easement Rights" means the rights described as follows:
(1) the right to install, lay, construct, reconstruct, operate,
maintain, inspect, repair, remove, replace, and relay the Improvements
(hereinafter defined) within the Area; and
(2) the right of ingress and egress for pedestrian, vehicular and
other traffic over those portions of the Property as Grantee may
reasonably require to install, lay, construct, reconstruct, operate,
maintain, inspect, repair, remove, replace, and relay the Improvements.
PREPARED BY:
/s/ XXXXX X. XXXXXX
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XXXXX X. XXXXXX
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B. "Improvements" means a sixteen inch (16") gas pipeline,
together with all necessary fittings, appurtenances and facilities
required in the operation of such gas pipeline, constructed or placed
on the Area by Grantee or its agents and/or contractors.
2. Grant of Easement. Grantor hereby grants, warrants, bargains,
sells and conveys unto Grantee, its successors and assigns, the Easement
over, under, upon, through and across the Area and otherwise grants,
warrants, bargains, sells and conveys unto Grantee, its successors and
assigns, the Easement Rights covering the Property, subject only to the
liens, easements and other encumbrances listed on Exhibit C attached
hereto.
3. Term. Grantee's right to use the Easement shall automatically
terminate when the Easement is no longer used for the purposes
contemplated herein, and, if requested by Grantor, Grantee shall execute a
release of the Easement in recordable form. Grantee may, in its sole
discretion, abandon all or a portion of the Improvements in place.
4. Improvements. The Improvements are and shall remain the property
of Grantee, which shall be responsible for and shall pay all taxes,
applicable assessments and other governmental charges resulting from
ownership or use of the Improvements.
5. Indemnification. (i) Grantee shall defend, indemnify and hold
Grantor and its employees, contractors and agents harmless from and against
all claims, actions, liabilities, losses, damages and expenses (including
reasonable attorney's fees) whether for injury to person or damage to
property incurred by or asserted against Grantor or its employees,
contractors or agents which are either (a) caused by the activities of
Grantee or its employees, contractors or agents upon the Property or (b)
due to the placement by Grantee of any Improvements or other materials upon
the Property. Notwithstanding the foregoing, Grantee shall not be liable to
Grantor or its employees, contractors or agents for any environmental loss,
damage, cost or expense which results from the condition of the Property
existing prior to the Effective Date or from activities of Grantor or its
employees, contractors or agents on or with respect to the Property. (ii)
Grantor shall defend, indemnify and hold Grantee and its employees,
contractors and agents harmless from and against all claims, actions,
liabilities, losses, damages and expenses (including reasonable attorneys'
fees) whether for injury to person or damage to property incurred by or
asserted against Grantee or its employees, contractors or agents which are
(a) caused by the activities of Grantor or its employees, contractors or
agents upon the Property, (b) due to the placement by Grantor of any
materials upon the Property, or (c) due to an environmental condition
existing on the Property prior to the Effective Date, whether known or
unknown on the Effective Date. Nothing contained herein shall be deemed to
indemnify any party hereto against its own gross negligence or willful
misconduct. Grantee agrees to look solely to the interest of Grantor and
its successors and assigns in and to the Property (or the proceeds of the
sale or disposition thereof) for the collection of any judgment obtained
by Grantee under this Paragraph 5, and no other assets of Grantor or its
successors or assigns
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shall be subject to levy, execution, or other enforcement procedure for the
satisfaction of such judgment.
6. Use of Easement. Grantee shall schedule construction and installation
of all Improvements and shall construct and install the Improvements so as not
to interfere with the operations of Grantor or the rights of any party having an
interest superior to the interests created hereunder in favor of Grantee.
Further, Grantor fully reserves and Grantee is hereby granted all rights
reasonably necessary to allow it to cross the Area with both personnel and
machinery as may be reasonably necessary for their respective routine operations
on the Property; provided, however, that Grantor and Grantee agree to exercise
their respective rights hereunder in such a manner as to cause minimal
inconvenience to the other party.
7. Burial of Pipes. The Improvements installed under this Agreement
shall be buried and maintained by Grantee and its successors and assigns at a
depth of at least three feet below the surface of the Area or at any greater
depth which may be required by applicable governmental statutes or regulations
or standard industrial practice.
8. Recording. This Agreement will be recorded in the appropriate
property records of Camden County, New Jersey.
9. Assignments. This Agreement may not be assigned by Grantee without
the prior written consent of Grantor, said consent not to be unreasonably
withheld. Any assignee of this Agreement shall take such assignment subject to
all the terms and conditions set forth herein. The Easement and the Easement
Rights created herein shall run with the land and shall bind all permitted
subsequent purchasers, transferees, successors and assignees of the parties
hereto.
10. Notices. All notices, requests, consents, demands and other
communications required or permitted to be given under this Agreement shall be
in writing and shall be given to each applicable party hereto at its address or
facsimile number set forth in this paragraph or at such other address or
facsimile number as such party may hereafter specify for such purpose by notice
to the other parties, and shall be either delivered personally or sent by
facsimile or mail, postage prepaid, and shall be deemed to have been made or
given (a) if given by facsimile, when sent and the appropriate confirmation is
received, and (b) if given by any other means, when delivered.
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Unless changed in accordance with this paragraph, the addresses for
all such communications shall be as follows:
If to Grantor:
Camden Xxxxx X.X.
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: R. Xxxx XxXxxx, Xx.
If to Grantee:
Public Service Electric and Gas Company
00 Xxxx Xxxxx - X00X
Xxxxxx, Xxx Xxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: General Manager of Corporate Properties
11. Modifications. Any modifications of this Agreement must be made
in writing and executed by the parties hereto.
12. Exhibits. All Exhibits attached to and referenced in this
Agreement are incorporated herein and made a part hereof for all purposes.
13. Paragraph Headings. Paragraph headings contained in this
Agreement are for convenience only and shall not be considered in interpreting
or construing this Agreement.
14. Choice of Law. This Agreement shall be interpreted, construed and
enforced in accordance with the internal laws of the State of New Jersey,
without regard to conflicts of law rules.
15. Severability. If any provision of this Agreement is determined by
a court of competent jurisdiction to be invalid or unenforceable, the remainder
of this Agreement shall nonetheless remain in full force and effect.
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EXECUTED on the dates of the acknowledgments set forth below, to be
effective for all purposes as of the Effective Date.
CAMDEN XXXXX X.X., d/b/a Camden Cogen
Limited Partnership, a Delaware limited
partnership
By: COGEN TECHNOLOGIES CAMDEN GP
LIMITED PARTNERSHIP,
Its general partner
ATTEST: By: COGEN TECHNOLOGIES CAMDEN, INC.,
Its general partner
/s/ XXXXXXX XXXXXXXX By: /s/ R. XXXX XXXXXX, XX.
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Assistant Secretary Name: R. Xxxx XxXxxx, Xx.
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Title: Vice President
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[SEAL]
ATTEST: PUBLIC SERVICE ELECTRIC AND GAS COMPANY,
a New Jersey corporation
/s/ [ILLEGIBLE] By: /s/ XXXXXX X. XXXXXXXX
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Assistant Secretary Name: Xxxxxx X. Xxxxxxxx
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Title: Vice President
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[SEAL]
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THE STATE OF TEXAS )
)
COUNTY OF XXXXXX )
BE IT REMEMBERED, that on this 1st day of April, 1993, before me, the
subscriber, a notary public, personally appeared R. Xxxx XxXxxx, Xx., who is
the Vice President of COGEN TECHNOLOGIES CAMDEN, INC., General Partner of COGEN
TECHNOLOGIES CAMDEN GP LIMITED PARTNERSHIP, which is the General Partner of
CAMDEN XXXXX X.X., d/b/a CAMDEN COGEN LIMITED PARTNERSHIP, a Delaware limited
partnership, who I am satisfied is the person who signed this instrument, and
he acknowledged that he signed, sealed with the corporate seal, and delivered
the same as such officer aforesaid, and that this instrument is the voluntary
act and deed of such corporation, on behalf of CAMDEN COGEN, L.P. The full and
actual consideration paid or to be paid for the transfer of title to realty
evidenced by the within indenture, as such consideration is defined in N.J. Rev.
Stat. Section 46:15-5 is $10.00.
Given under my hand and seal of office this 1st day of April, 1993.
/s/ XXXXXXXXX XXXXXX
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[NOTARY SEAL] Notary Public in and for
Xxxxxx County, Texas
My Commission Expires: July 30, 0000
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XXX XXXXX XX XXX XXXXXX )
)
THE COUNTY OF ESSEX )
BE IT REMEMBERED, that on this 2nd day of April, 1993, before me, the
subscriber, a notary public, personally appeared X. X. Xxxxxxxx, who is the
Vice President of PUBLIC SERVICE ELECTRIC AND GAS COMPANY, a New Jersey
corporation, who I am satisfied is the person who signed this instrument, and
he acknowledged that he signed, sealed with the corporate seal, and delivered
the same as such officer aforesaid, and that this instrument is the voluntary
act and deed of such corporation, on behalf of PUBLIC SERVICE ELECTRIC AND GAS
COMPANY.
Given under my hand and seal of office this 2nd day of April, 1993.
/s/ XXXXXXX XXXXXX
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Notary Public in and for
County
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[Xxxxxxx Xxxxxx]
[NOTARY PUBLIC OF NEW JERSEY]
[My Commission Expires Sept. 19, 1996.]
My Commission Expires:
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WHEN RECORDED, RETURN TO:
XXXXX X. XXXXXX
FULBRIGHT & XXXXXXXX
0000 XXXXXXXX, XXXXX 0000
XXXXXXX, XXXXX 00000-0000
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