Document Sample
AGREEMENT Powered By Docstoc
					                                REIMBURSEMENT AGREEMENT

THIS REIMBURSEMENT AGREEMENT (“Agreement”), by and between:

Rocky Mountain Pipeline System LLC
555 17th St., Suite 3310
Denver CO 80202
(Hereinafter referred to as the "Company")


Utah Department of Transportation, Region One
(Hereinafter referred to as the “UDOT”)


WHEREAS, Rocky Mountain Pipeline System LLC (“the Company”) is proposing to construct a
pipeline upon an easement with the right-of-way of State Route 89, and the usage of the
easement by Company will require actions by the Utah Department of Transportation, Region
One (“UDOT”) to expedite design decisions, provide technical expertise on the protection of
Route 89, and the expediting of the process for the granting of the easement sought by Company
(“the Services”); and

WHEREAS, Rocky Mountain Pipeline System LLC has agreed to compensate the Utah
Department of Transportation Region One for its time and effort to provide the Services noted

NOW, THEREFORE, the parties hereto for and in consideration of their mutual promises,
performances and consents, agree as follows:

      1.   Upon the execution of this Agreement by all parties, Company agrees to make an
           advance payment to UDOT of _____ Thousand Dollars ($______.00), which is the
           initial estimate of the cost of the Services.

      2.   On a regular basis during the term of this Agreement, Company will deposit
           additional monies with UDOT as is reasonably necessary in the good faith business
           judgment of UDOT in order for additional Services to be completed in accordance
           with the spirit of this Agreement and the understanding of the parties hereto.

      3.   UDOT agrees to provide a representative to provide technical expertise on the
           granting of easements and the process necessary for UDOT to issue an easement of
           the type requested by the Company, and to assist the Company with any unforeseen
           matters involved.
         4.   The parties agree and understand that nothing herein shall be construed as obligating
              UDOT to incur any expenses or monies in furtherance of this Agreement, or for the
              future payment of any monies or expenses.

         5.   This Agreement is only entered into to assist UDOT in expediting the provision of the
              Services noted hereunder, and not to induce UDOT to grant any proposed easement
              by Company unless done under the applicable laws, rules and regulations for such

         6.   The parties agree that any modifications, alternations or changes to the scope of this
              Agreement shall only be effective when executed in writing and signed by an
              authorized representative of both the Company and UDOT.

         7.   This Agreement shall remain in full force and effect until cancelled by either party in
              writing upon seven (7) days advance written notice. Any work in progress will be
              discussed and a mutual decision will be made on UDOT’s completion of said work
              and the cost therefore.

         8.   At the conclusion of this Agreement, UDOT shall provide the Company with an
              accounting of all sums due under this Agreement and whichever party is owned
              monies based upon the accounting, which party shall be paid within 30 days of
              agreement of the amount owed.

         9.   Each party to the Agreement shall hold the other and its successors and assigns
              harmless and fully indemnified against any and all claims, demands, losses, liabilities,
              damages, and costs or expenses (including, without limitation, reasonable attorney’s
              fees, reasonable investigative and discovery costs, court costs and other sums)
              incident to the defense of any claim or liability, including, without limitation, claims
              or liabilities arising from personal injury and worker’s compensation claims and liens,
              that may be incurred by or asserted against a party the “indemnified Party”) as a result
              of, or in any way arising out of the acts, errors or omissions of the other party (the
              “indemnifying Party”), and the Indemnifying Party’s agents, employees, contractors,
              subcontractors, successors and assigns, except if and to the extent that the same
              results from the negligent or intentional act or omission of the Indemnified Party, its
              agents, employees, contractors, subcontractors, successors or assigns.

This REIMBURSEMENT AGREEMENT, executed this _____ day of __________________,
2007, at __________________, Utah.

Company:                                        UDOT:

Rocky Mountain Pipeline System LLC              Utah Department of Transportation, Region One

By: __________________________                 By: __________________________
     ____________________________                   __________________________
Title:                                         Title:_________________________

Shared By: