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EXHIBIT 10.29
CONFIDENTIAL
EASEMENT CROSSING AGREEMENT
This Agreement entered into this 17 day of December, 1990, by and
between Coastal Pipeline Company ("Coastal"), a Delaware corporation and
Cogen Technologies Linden Venture L.P. ("Cogen") a Delaware limited
partnership.
WHEREAS, Coastal possesses an easement from the State of New York for
its 12" Harbor Pipeline which passes under the Xxxxxx Kill between Linden,
New Jersey and Staten Island, New York (hereinafter referred to as
"Easement"), a copy of the instrument creating the Easement is attached
hereto as Exhibit "A"; and
WHEREAS, Cogen is desirous of crossing the Easement with underground
electrical transmission lines and related facilities from its Linden, New
Jersey cogeneration facility to an electric utility substation on Staten
Island, New York (hereinafter referred to as the "Project"); and
WHEREAS, Coastal has filed a remonstrance to the application of Cogen
for a license from the State of New York Office of General Services,
Bureau of Land Management to cross said Easement, expressing safety,
environmental and other concerns held by Coastal;
WHEREAS, the parties desire to address their mutual and individual
concerns by express provisions detailed in this written agreement;
NOW THEREFORE, the parties do hereby agree as follows:
1. Conditioned upon and in consideration of the full and faithful
performance by Cogen of the agreements set forth herein, Coastal agrees to
withdraw its remonstrance and file its written
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CONFIDENTIAL
consent to the Project with the Bureau of Land Management, New York State Office
of General Services.
2. Cogen acknowledges that it has been advised that Coastal has future
plans to relocate its pipeline within the Easement to a depth of approximately
sixty five feet (65') below M.S.L. Therefore, Cogen agrees that its Project
shall cross the Easement at a depth of no less than seventy five feet (75')
below M.S.L. so as to avoid interference with Coastal's future plans. Cogen
further agrees that it has no objection to and will fully cooperate with Coastal
in its future efforts for relocation of its pipeline within the Easement.
3. Cogen agrees to notify Coastal's representative when the project
drilling begins, to keep said representative apprised of the progress of the
drilling and to allow said representative to be in attendance at the drill site.
Cogen shall specially notify the Coastal representative of the period of time
during which the drilling is expected to be within one hundred (100) feet from
the pipeline route. Cogen also agrees to notify said representative as its best
estimate of when the drilling will be taking place directly beneath Coastal's
pipeline.
Cogen agrees to reimburse Coastal for all reasonable costs incurred by
Coastal in retaining a qualified representative to serve the function described
in the preceding paragraph.
4. Cogen assumes full and complete responsibility for any and all damages
caused to Coastal by the drilling and other activities associated with the
construction of its Project. Cogen further agrees to indemnify and hold
Coastal, its agents and
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employees harmless for any and all demands, claims, costs, penalties, fines,
liabilities and expenses (including but not limited to attorneys' fees) for
personal injuries, deaths, property damage or otherwise which may arise or occur
during or as a result of the drilling and/or construction of the Project,
including those claims alleged to arise or occur from the joint or concurrent
negligence of the parties hereto.
5. At such time as Coastal proceeds with the repair, replacement or
maintenance of its pipeline within the Easement, Cogen shall, upon ninety (90)
days advance notice of such operation by Coastal, cooperate with Coastal so that
any work performed by or on behalf of Coastal, within one hundred feet (100') of
either side of Cogen's transmission lines may be safely performed. Cogen agrees
that, upon the written findings of two mutually acceptable independent
recognized experts, one in power transmission and one in horizontal drilling,
that drilling within an area identified in the written findings may be unsafe,
Cogen will cease transmitting electricity through the cables when the drilling
or other work associated with the Coastal pipeline is within said area. Coastal
agrees that it will make all reasonable efforts to minimize Cogen's downtime, if
any. All cost and expenses incurred in securing the services of the two experts
shall be shared equally by Coastal and Cogen.
6. Coastal shall be responsible for any and all direct damages to Cogen
caused by Coastal's negligence in its repair, replacement or maintenance of its
pipeline. Provided, however, that Coastal shall not be liable for any indirect,
consequential or
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special damages which may be incurred by Cogen, and Cogen hereby waives and
releases Coastal from any such damages.
7. This Agreement may be assigned by either party provided written
notice of such assignment is provided to the other party no later than ten (10)
days prior to the effective date of such assignment. Assignment shall not
release either party from responsibility for the obligations provided for
herein.
8. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas, regardless of conflict of laws provisions.
Jurisdiction and venue shall be proper, and the parties hereby agree and submit
to same, in the appropriate Courts of Xxxxxx County, Texas.
This Agreement shall be effective upon the full and complete execution of
duplicate originals hereof.
COASTAL PIPELINE COMPANY
BY: /s/ XXXX X. XXXXXXXX
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NAME: Xxxx X. Xxxxxxxx
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TITLE: Senior Vice President
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DATE: December 14, 1990
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[SEAL]
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XXXXX
CONFIDENTIAL
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CONFIDENTIAL
COGEN TECHNOLOGIES LINDEN VENTURE, L.P.
BY ITS GENERAL PARTNER,
COGEN TECHNOLOGIES LINDEN, LTD.
BY ITS GENERAL PARTNER
COGEN TECHNOLOGIES, INC.
BY: /s/ XXXXXX X. XXXXXXXXX
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NAME: XXXXXX X. XXXXXXXXX
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TITLE: VICE PRESIDENT/GENERAL MANAGER
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DATE: DECEMBER 14, 1990
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