20111205Notice of Affiliate Transaction.pdf

, .
flE(:EI\lf:()
MtIk C Momcl
Søuw Vb Pr tm Oøøt CMl2fJ1 S. MøJ St Siit 2M
Sø Ui Ci, UT 84111
'fJ1-22fJS' ()
'fJl-22fJfJS8 Fii""k.cJljrpco.....~ MONTlMEC -5 A!" 9: 30~~.~
Debe 5, 201 1
Idao Public Utiities Commion
472 Wes Washin
Boise, ID 83702-5983
Atton: Jea D. Jewell
Commssion Seta
Re: PacifCorp Notice of Afat Traon
Ca No. PAC-E-05-8
De Ms. Jewll:
Th lett wil see as notice purt to Commtment I i 7(2), incorpra in the
Ida Pulic Utilties Comon Or No. 29973 iss Febni 13, 2006, as suplemente
by Or No. 29998 Marh 14,2006, in the above-referce prceed, aprovig the
acuisition of PacifiCor by MidAerca Engy Holdigs Compay ("MEHC"), of an afiat
in tron. Rocky Mounta Powe herby submits an orgin and seven copies eah of
th Prpe Le (Lase) by an bet PacifCorp and Cottnwood Crek Consolidate
Irgation Compay (CCCIC). The Lee is inluded as Atthment A. CCCIC is a non-prfit
compy th holds wa rights in th Cottnwoo Crek dre, locat in Uta. The
Compay curtly own apxitely 26 pet of the sha of CCCIC. Addtionaly,
CCCIC helps to manag ac to ce wa supplìes on be of PacifiCorp. Thore,
PacCo's ownp intere in CCCIC may crte an afated inte in some PacifCorjurctons.
The Compay uses the war obtaed thug CCCIC as pa of the suly to its Huner
Plat loc in Emer County, Uta. Whe the Compay ha own a ce peta of
sh in CCCIC si the ealy 1970's, a rect reew of the ownerp st led to th
conclusion th PacCorp's relatonsp wi CCCIC cres an afat inte.
CCCIC reues to leae ce prpe frm PacifiCorp for th purse of stri
pipe to be us in conson of the Adobe Wash Resoir. The Adobe Was Reseroir, which
wi unquely beefit PaeifCorp, is pa of the "Cottonwood Prject," whch wil conver
CCCIC's dever system fr "op-dtch" to a pr pipeline deliverlirgaton syem.
Th is cutly uner cotion in the Cottnwo Crek dre area in Uta. Put to
the lea, CCCIC may us five ac of PacifiCor' s propey solely for the purse of strig
pipe for us in conson of th Adobe Was Reseoir for a peod of one yea with th
option to renew the lea for up to four additional yea.
Jea D. Jewell
Notice of Afat Traon
Debe 5, 201 i
CCCIC is purhag a lae quati of pipe to be us over th cour of cons
th Adobe Was Reseoir, whch is curently ta pla and is sceduled to be complet by
th en of2012. The prope to be leaed is vact; therfore CCCIC's use of the prpe wi
not inteer with th Compay's abilty to prvide sa and reliable electrc sece. CCCIC will
pay $750 anua re ba on the fa maret reta vaue ($1500 pe acrel x 5 ac "" $7500 x
0.1 0 re ra = $750).
Th Prpe Le is in the public in beause it is par of a prject to prvide a
more relile and long-te sour of wate for the Hunte Plat and reuc opetion andmante cost.
Plea do not hesita to cont me if you have any queons.
Ver Truy,~.J~~
Seor Vice Pride and
Geer Counl
Rocky Mounta Power
Enlosur
i Th $500 pe ac vaue wa deve :fm an appr peed by a liçe ap fo a pr loc
apprxily one mile so of th pr to be le
ATTACHMENT A
~~lBf9.f
PROPERTY LEASE
Ths PROPERTY LEASE (the "Lease") is entered by and between PACIFICORP, an
Oregon Corporation of 1407 West Nort Temple, Salt Lake City, Uta 84116 ("Lessor") and
Cottonwood Creek Consolidated Irrigation Company, a non-profit mutual irrigation company
organized under the laws of the State of Uta, whose address is, PO Box 678, Orangeville, Uta
84537 ("Lessee").
RECITALS
A. Lessor owns certn parcels of real property located in section 24, Township 18
South, Range 7 East, SLM, Emery County, State of Utah (the "Property").
B. Lessee desires to lease a portion of the Propert consisting of approximately 5
acres (the "Premises") for the purose of storing pipe for the Adobe Wash Project.
C. Lessor has used and will continue to use the Premises for the constrction,
operation, maintenance, repair, and replacement of transmission and distribution lines and other
facilties and equipment normally associated with the generation and distribution of power and/or
the use or leased use of the Premises for communication strctues, facilties, and equipment.
Lessor also uses and wil continue to use the Premises to access adjoining properties and
facilities, including properties and facilities that may be used in the futue.
TERMS AN CONDITIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants and other
consideration, the receipt and sufficiency of which is hereby acknowledged and received, Lessor
and Lessee agree to the following terms and conditions:
1. Leased Premises. Lessor does hereby lease the Premises to Lessee for the
limited puroses of storing pipe and directly related uses (the "Activities"), and for no other
purose without Lessor's prior written consent. The Premises is more paricularly described in
Exhibit "A" which is attched hereto and by ths reference made a par hereof.
2. Term.
2.1 Lease Term. The term of ths Lease shall be one (1) year, commencing on the
1 st day of October, 2011 and ending on the 30th day of September, 2012, uness earlier terminated
as provided under ths Lease.
2.2 Option to Renew. At the end of the Lease Term identified in section 2.1, if Lessee
has complied with and is curent in the substatial performance of all of the obligations requied
by this Lease as reasonably determined by Lessor, Lessee may renew and extend the term of this
Lease for four (4) successive terms of (1) year each, each such renewal term to be upon the same
terms and under the same conditions as provided for in this Lease. Such options shall be
UTEM-0136A CCCIC Propert Lease
November 2011
Page I of 11
~~lB£gJ!
exercised by giving Lessor advance written notice of its intent to do so (''Notice of Intent to
Renew") not less than sixty (60) days prior to the expiration of the initial Lease Term or the
preceding renewal term, as the case may be.
3. Rent Payment. Lessee shall pay to Lessor an anual rent payment in the amount
of seven hundred fifty dollars ($750) for the original Lease Term and all Option Terms. The rent
payment shall be due and payable upon the execution of this Lease. All rent payments shall be
sent to the following address:
PacifCorp
Property Management Department
P.D. Box 5504
Portland, OR 97228-5504
4. Acceptance of Premises. Lessee has examed the Premises and accepts it in its
present condition, AS-IS and with all faults. Lessor makes no representation or waranty as to
the present or futue condition of the Premises and shall not be required to perform, pay for, or
be responsible for any work to ready the Premises for Lessee's occupancy or any other work
whatsoever thoughout the term of this Lease to repair, maintain or improve the Premises.
5. Improvements.
5.1 Written Consent. Lessee may not make any improvements or changes to the
Premises, including changing existing ground elevations, excavating, constrcting any structure
or lighting strctue, or landscaping without Lessor's prior wrtten consent. If Lessee desires to
make any material changes or improvements to the Premises, Lessee shall provide Lessor with
detailed plans and specifications for the proposed material change or improvement at least thirt
(30) days in advance. In the event Lessee deems the makng of any material improvement or the
changing of any improvement necessar to remove a hazardous condition, it shall notify Lessor
and request that Lessor approve the improvement or change in improvement withn a shorter
time. Lessor shall have the right to conditionally approve, modify, or deny the requested change
or improvement at its sole discretion.
5.2 Workmanlike Manner. All improvements shall be made in a good and
workmanike maner and shall comply with all building codes, laws, and ordinances. Any
improvement that violates building codes, laws, or ordinances of any governng jurisdiction, or
that Lessor reasonably determines may har the Premises in any maner, shall be timely cured
by Lessee at Lessee's expense and in a maner satisfactory to Lessor.
5.3 Removal of Improvements. All improvements made by Lessee remaining on the
Premises at the termination of this Lease shall become and shall remain the propert of Lessor
uness otherwse specified by Lessor. Notwithstading the foregoing sentence, fences and those
improvements which canot be removed without causing damage to the Premises do not
immediately become the propert of Lessor but Lessee may remove them within 30 days after
the termination of the Lease, after which, if they remain on the Premises, they shall become the
UTEM-0136A CCCIC Property Lease
November 2011
Page 2 of 11
~~~æJf911
propert of Lessor. Lessee shall not be entitled to any compensation or rent reduction for any
improvements made to the Premises. Upon the termination or expiration of this Lease, if Lessor
is required to dispose of improvements made by Lessee, Lessee agrees to reimburse Lessor for
all of its associated reasonable costs and expenses.
6. Restrictions on the Use of the Premises. Lessee shall tae reasonable steps to
prevent fire and to promptly extinguish fire on the Premises. Lessee shall endeavor to use diesel
powered vehicles whenever reasonably possible on the Premises to avoid fires resulting from
cataytic converters. Lessee may not constrct open fires on the Premises. No trash or timber
slash will be bured by Lessee on the Premises. Lessee shall promptly and fully compensate
Lessor for all damages caused by fire arising out of Lessee's operations on the Premises,
including, without limitation, any charges incured by Lessor for fire suppression.
Lessee shall not permit any of its employees or contractors operating hereunder to
bring any firear, explosive device, weapon, alcoholic beverage, or ilegal drg on the Premises.
Lessee's employees shall at all times car identification. Lessee's employees will not bring
dogs or other animals in vehicles or otherwse on to Lessor's lands. Lessee shall not place any
trash, rubbish or debris on Lessor's land. No employee or contractor of Lessee shall hunt,
prospect for antlers, fossils or antiquities, consume alcoholic beverages or car on any ilegal
activities on the Premises. Lessee shall not establish living quarers for its employees and
contractors on the Premises.
Absent Lessor's consent, Lessee's machinery, vehicles, or other equipment not
required for daily operations shall not be stacked or stored on the Premises nor shall equipment
be maintaed on any of the Premises except where a containment area has been constructed to
contain any potential fuel leaks from a designated fuel tan or vehicle.
6.1 Storage. Lessee shall not cause or permit any structue, building, automobile, or
equipment to be placed, erected, or stored on the Premises except those allowed under this Lease
without Lessor's prior written consent, nor shall Lessee, under any circumstaces place any
object or allow any person to come within twenty (20) feet of any power lines on the Premises.
Lessee understands and acknowledges that electricity can arc between lines and persons or
objects within twenty (20) feet of the lines.
6.2 Noxious Weeds. Lessee shall control the growt of any noxious weeds or other
growth on the Premises in accordance with the requirements of any governental agency having
jurisdiction.
6.3 Notice of Damages or Theft. Lessee shall notify Lessor of any mortity, theft,
vandalism, loss, or damage to the Premises, within twenty four (24) hours of the discovery of
any such event.
6.4 Condition of Premises. Lessee shall keep and maintain the Premises in a
reasonably clean, prudent, and husband-like maner at all times and in conformity with good
conservation and business practices, considering the nature of the Activities.
UTEM-0136A CCCIC Property Lease
November 2011
Page 3 of 11
~~tEgi.R
6.5 Damage to Lands Owned by Other Landowners. Lessee shall be liable for any
damage to other lands or the operations of other landowners, including but not limited to, roads,
road crossings, bridges, fences, buildings and other improvements, livestock, crops,
groundwater, forage, and hay meadows, caused by Lessee's activities on the Premises.
6.6 Reclamation. Lessee shall reasonably rehabiltate and restore to its original
condition, as near as reasonable, all areas distubed by Lessee's operations, uness otherwse
agreed to by Lessor.
6.7 Soil Erosion. Lessee will control soil erosion as completely as practicable by
fillng in or otherwse controllng small washes or ditches that may form due to the Activities on
the Premises. Lessee will keep in good repair all open ditches and natural washes on the
Premises. Lessee shall preserve all established watercourses on the Premises including
waterways and refrain from any operation or practice that will injure them .
7. Environmental Regulations. Lessee shall strictly comply in all material respects
with all federal, state, and local environmental laws, regulations, and ordinances
("Environmental Laws") and shall not use or store on the Premises any hazardous or toxic
materials without Lessor's prior written consent. In the event of any spil or release or any
hazardous or toxic materials, Lessee shall immediately report, remedy, and shall immediately
notify Lessor thereof. Upon termination of this Lease, Lessee shall deliver the Premises to
Lessor free.of any material containation by hazardous or toxic materials. Lessee covenants and
agrees to protect, indemnify, and hold Lessor haress from any and all liability, loss, costs,
damage, or expense, including attorneys' fees, resulting from Lessee's failure to comply with the
provisions of this paragraph. The covenants contaed within this paragraph shall surive the
termination this Lease.
8. Lessor's Use of the Premises. It is understood and agreed upon that Lessor
reserves the right to access the Premises at any time for the purose of maitaning or repairing
its existing power lines and associated equipment and facilities and to place additional poles,
lines, and equipment upon the Premises. It is fuer understood and agreed upon that Lessor
shall reserve the right to add to, change, or enlarge its power lines and associated facilities and
strctues on the Premises, including such equipment and facilities of others, including fiber
optic and cable lines. If such changes require Lessee to make changes to any of Lessees
structues or improvements located upon the Premises, Lessor shall give Lessee at least thrty
(30) days advance notice and Lessee agrees to make any such with a reasonable period of time
as designated by Lessor. Lessee also recognzes and agrees that its use of the Premises shall be
non-exclusive and subject to the right of Lessor to engage in, or to grant to others the rights to
engage in, the following uses of the Premises: 1) the development, operation, maintenance,
repair, upgrade and enlargement of existing and futue power lines, roads, spring development,
pipelines, oil & gas wells, fiber optic lines, cable lines, water wells, and all associated poles,
equipment and facilties; and 2) the constrction of roads and other uses on the Premises so that
they might have adequate access necessar for the foregoing uses.
UTEM-0136A CCCIC Propert Lease
November 2011
Page 4 of 11
~ ~lffpJ!
9. Inspection. Lessor shall have the right to enter into and upon the Premises at any
time for the purose of inspecting the Premises.
10. No Sublet or Assignment. Lessee may not sublet the Premises or any par
thereof or assign any of its rights under ths Lease without Lessor's prior written consent.
11. Compliance with Law, Preventing Waste. Lessee shall, at all times, comply
with all laws, ordinances, and regulations affecting or pertining to the use or occupation of the
Premises, including environmental laws and regulations. Lessee shall indemnfy, defend, and
hold harless Lessor from loss, cost, or damage by reason of any actul or alleged violation by
Lessee thereof, and from any liability, including fies, penalties and other costs, caused by
Lessee's failure to so comply. Lessee shall at all times keep the Premises in a safe, neat, and
orderly maner reasonably satisfactory to Lessor considering the nature of the. Activities. Lessee
shall not commit or suffer to be committed any waste upon the Premises or any nuisance or other
act or thng which may distub adjoining land owners or which may violate the law.
12. Indemnification. Lessee shall use the Premises at its own risk and, except for the
obligations of Lessor herein, hereby releases and forever discharges any claims, demands or
causes of action it may have against Lessor, its offcers, directors, employees, subsidiaries,
afliates and contractors arsing out of Lessee's use of the Premises or conducting its Activities.
In addition Lessee shall protect, indemnfy and hold haress Lessor, its officers, directors,
employees, subsidiares, affiliates and contractors (collectively, the "Indemntees") from and
agaist any losses, claims, liens, demands and cause of action of every kind, including the
amount of any judgment, penalty, fine, interest, cour cost or legal fee incured by the
Indemnitees or any of them in the defense of same, arising in favor of any pary, including
governental agencies or bodies, on account of taxes, claims, liens, debts, personal injuries,
death or damages to property, violations of Environmenta Laws and Regulations, and all other
claims or demands of every character caused by Lessee's use of the Premises or conduct of its
activities. The terms of this Section 12 shall surive the termination of this Agreement. For
puroses of ths Agreement, "Environmental Laws and Regulations" shall mean all present and
future federal, state and local laws and all rules and reguations promulgated thereunder, relating
to pollution or protection of the environment applicable to the Premises.
Lessee shall promptly pay all wages due its workmen and employees and pay for all
materials and supplies fushed for its operations hereunder and shall defend and protect Lessor
from and against all claims and liabilties resulting in its failure to do so. Lessee shall not permit
any mechanc's or materialman's lien to be filed agaist the Premises and in the event any such
lien or claim is filed against the Premises as a result of any action or inaction by Lessee, Lessee
shall immediately remove the lien though satisfaction of the claim, assertion of valid defenses or
initiation and prosecution of an action requiring removal of the lien. Lessee shall indemnfy and
hold Lessor harless from all mechanic's, materialmen's and laborer's liens against the
Premises which may arse by reason of Lessee's operations hereunder, and in the event any such
liens are fied against the Premises, Lessee will tae such steps as may be necessar to obtain the
discharge thereof. Lessee shall post and keep posted at the entrance to its operations on the
UTEM-0136A CCCIC Propert Lease
November 2011
PageS of 11
~~lff9E.
Premises notice to the public that said operations are being conducted by Lessee and that the
interests of Lessor as landowner shall not be subject to any lien or claim arsing therefrom.
13. Insurance. Without limiting any liabilties or any other obligations of Lessee,
Lessee shall procure, or require that its contractors procure, and continuously maintain for the
duration of this Agreement, with insurers having an A.M. Best's rating of A-VII or better,
insurance against claims for injur to persons or damage to property which may arse from or in
connection with ths Agreement orLessee's use or occupancy of the Premises as follows:
Workers' Compensation. Coverage as required by law. Lessee shall fuish proof thereof
satisfactory to PacifiCorp within 14 days prior to commencing any work on the Premises.
All Workers' Compensation policies shall contain provisions that the insurance
companes will have no right of recovery or subrogation against PacifiCorp, its parent,
divisions, afliates, subsidiar companies, co-lessees, co-ventuers, agents, directors,
offcers, employees, servants, and insurers, it being the intention of the PacifiCorp and
Lessee that the insurance as effected shall protect all paries.
Employers' Liability. Insurance with a minimum single limit of $1,000,000 each
accident, $1,000,000 disease each employee, and $1,000,000 disease policy limit.
Commercial General Liabilty. The most recently approved ISO (Insurance Services
Office) policy, or its equivalent, written on an occurence basis, with limits not less than
$1,000,000 per occurence and $2,000,000 general aggregate (on a per location basis) to
protect against and from any and all loss by reason of bodily injury or propert damage
on or about the Premises, including the following coverages:
i. Bodily injur, propert damage, and personal injur coverage, including damage to
Lessor's Electrc Facilities or Improvements as a result of Lessee's, its contractors',
subcontractors' or agents' negligence.
ii. Contractual liability
iii. Premises and Products/Completed Operations
iv. Independent Contractors
Automobile Liability. The most recently approved ISO policy, or its equivalent, with a
minimum single limit of $1,000,000 for bodily injur and propert damage including
sudden and accidental pollution liability, with respect to Lessee's vehicles whether
owned, hired or non-owned, assigned to or used in any way on the Premises.
Umbrella Liabilty. Insurance with a minum limit of $5,000,000 each
occurence/aggregate where applicable to the excess of the coverages and limits required
in Employers' Liabilty, Commercial General Liabilty, and Automobile Liability
insurance in above. Such insurance policies shall be maintaned to cover any liabilty
arising from Lessee's use of the Premises and indemnification identified in this
Agreement.
UTEM-0136A CCCIC Propert Lease
November 2011
Page 6 of 11
~~lB£9.R
a. Certificate of' Insurance. Lessee shall anually provide to Lessor a
certificate of insurance evidencing its insurance coverage. The policies required herein,
except Workers' Compensation and Employers' Liabilty, shall include provisions or
endorsements naming Lessor, its parent, affiiates, subsidiaries, its offcers, directors,
agents, employees or servants as additional insured.
b. Lessee's Insurance Priar. To the extent of Lessee's negligent acts or
omissions, all policies requied under ths Agreement shall be primar with respect to the
interest of Lessor and that any other insurance maintained by Lessor is excess and
noncontributory insurance with the insurance required hereunder, and provisions that the
policy contain across liabilty or severability of interest clause or endorsement.
c. No Right of Recovery or Subrogation. Unless prohibited by applicable
law, all requied insurance policies shall contain provisions that the insurer will have no
right of recovery or subrogation against the Lessor, its parent, divisions, affiliates,
subsidiares companies, co-Operators, or co-ventuers, agents, directors, offcers,
employees, servants, and insurers, it being the intention of the Lessor and Lessee that the
insurance as affected shall protect all paries.
d. Notice Prior to Change or Cancellation. Lessee's insurance required under
ths Section i 3 shall contain provisions that such policies canot be cancelled or their
limits of liability reduced without 1) ten (10) calendar days' prior wrtten notice to Lessor
if cancelled for nonpayment of premium, or 2) thrt (30) calendar days' prior wrtten
notice to Lessor if cancelled for any other reason.
14. Taxes. Taxes on the Premises are centrally assessed. Lessee shall pay to Lessor
any increase in such taes attbutable to Lessee's use of the Premises or improvements made
thereto.
15. Termination. This Lease may be terminated upon the happenig of any of the
following events:
15. i Breach. If Lessee breaches any of the covenants or provisions herein provided,
including the failure to pay any moneta sums required under this Lease, Lessor, at its option,
and afer providing written notice of the alleged breach and thirty (30) days to cure to Lessee,
may terminate this Lease and immediately re-enter and repossess the Premises either with or
without legal process and without giving notice to quit to Lessee, which notice is expressly
waived by Lessee in case of such breach.
15.2 Abandonment. In the event Lessee abandons the Premises, Lessor may, in
addition to all other remedies, immediately reenter the Premises and tae ful possession thereof
and exclude Lessee from any attempted renewed use of the Premises.
15.3 Frustration or Change of Condition. If the enactment or adoption of any law,
ordinance, regulation, order, condition, or other governental requirement relating to Lessor's
UTEM-0136A CCCIC Propert Lease
November 2011
Page 7 of 11
~~lB£9J!
operations on the Premises makes fuher performance impractical or frstrates the purose of
this Lease, Lessor shall have the right to terminate ths Lease by giving Lessee ninety (90) days
prior wrtten notice.
15.4 Termination by Notice. Lessor may terminate or cancel this Lease at any time
durng the term hereof by giving ninety (90) days written notice to Lessee of its intention to do
so. If said Lease is cancelled, Lessee shall not be entitled to damages of any kind, including lost
profits, relocation costs, or expenses.
16. Events Upon Expiration or Termination. Upon the expiration of termination of
this Lease, Lessee shall promptly remove all personal property and shall surender the Premises
in good condition satisfactory to Lessor, reasonable wear and depreciation due to use excepted.
17. Holdover. If Lessee retains possession of the Premises or any par thereof after
the termination of ths Lease, Lessee shall be deemed to have a month-to-month tenancy and
Lessee shall pay to Lessor a monthly installment of rent, at double the rate due and payable for
the month immediately preceding such holdover, computed on a per-month basis, for each month
or par of a month (without reduction for any such parial month) that Lessee remains in
possession of the Premises. In addition, Lessee shall pay to Lessor all direct and consequential
damages sustained by reason of Lessee's retention of possession of the Premises. The provisions
of this Section shall not be deemed to limit or exclude any of Lessor's rights of reentr or any
other right granted to Lessor under this Lease or at law.
18. Miscellaneous.
18.1 Notice. Except when actu receipt is expressly required by the terms hereof,
notice is considered given either: (i) when delivered in person to the recipient named below,
(ii) after deposit in the United States mail in a sealed envelope or container, either registered or
certified mail, retu receipt requested, postage prepaid, addressed by name and address to the
par or person intended, or (iii) after being transmitted by facsimile to the person and par
intended and to the facsimile number indicated below, with machie confrmation of satisfactory
transmittL. All notices shall be given to the following:
Lessor:PacifiCorp:
P.O. Box 569
Castle Dale, Uta 84513
Att: Laren Huntsman, Hunter Plant Manager
Lessee:Cottonwood Creek Consolidated Irrgation Company
P.O. Box 678
Orangevile, Uta 84537
Att: Sta Mathis, Secreta
Upon written notification, either par may designate a different individual or address for
notices.
UTEM-0136A CCCIC Property Lease
November 2011
PageS of 11
~~lff9.R
18.2. Titles and Captions. Section titles and captions to ths Lease are for
convenience only and shall not be deemed par of this Lease and in no way define, limit,
augment, extend, or describe the scope, content, or intent of any par or subpars of ths Lease.
18.3. Applicable Law. This Lease shall be constred in accordance with and governed
by the laws of the state of Uta.
18.4. Binding Effect Upon Successors. Ths Lease shall be binding upon and inure to
the benefit of the paries and their respective heirs, executors, administrators, successors, legal
representatives, and assigns; provided that this provision shall not be constred as permitting
assignent, substitution, delegation, or other transfer of rights or obligations except strictly in
accordance with the provisions of this Lease.
18.5. Integration. Ths Lease constitutes the entire agreement between the paries
pertning to the subject matter hereof, and supercedes all prior agreements and understadings
pertning thereto. No covenant, representation, or condition not expressed in this Lease shall
affect or be deemed to interpret, change, or restrct the express provisions hereof.
18.6. Waiver. No failure by any pary to insist upon the strict performance of any
covenant, duty, agreement, or condition of ths Lease or to exercise any right or remedy
consequent upon a breach thereof shall constitute a waiver of any such breach or of such right or
remedy or of any other covenant, agreement term, or condition. Any par may, by notice
delivered in the maner provided in this Lease, but shall be under no obligation to, waive any of
its rights or any conditions to its obligations hereunder, or any duty, obligation, or covenant of
any other pary. No waiver shall affect or alter the remainder of ths Lease but each and every
other covenant, agreement, term, and condition hereof shall continue in full force and effect with
respect to any other breach.
18.7. Rights and Remedies._ The rights and remedies of any of the paries shall not be
mutually exclusive, and the exercise of one or more of the provisions of ths Lease shall not
preclude the exercise of any other provisions. Each of the paries confrms that damages at law
may be an inadequate remedy for a breach or threatened breach of any provision hereof. The
respective rights and obligations hereunder shall be enforceable by specific performance,
injunction, or other equitable remedy, but nothng herein contained is intended to or shall limit or
affect any rights at law or by statute or otherwse of any pary aggrieved as against the other
paries for a breach or threatened breach of any provision hereof, it being the intent of this
paragraph to make clear the agreement of the paries that the respective rights and obligations of
the paries hereunder shall be enforceable in equity as well as at law or otherwse.
18.8. Severabilty. In the event any condition, covenant, or other provision herein
contained is held to be invalid or void by any cour of competent jurisdiction, the same shall be
deemed severable from the remainder of this Lease and shall in no way effect any other covenant
or condition contained herein. If such condition, covenant, or other provisions shall be deemed
UTEM-0136A CCCIC Propert Lease
November 2011
Page 9 of 11
~~~f9.R
invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the
scope or breadth permitted by law.
18.9. Enforceabilty and Litigation Expenses. If any action, suit, or proceeding is
brought by a part hereto with respect to a matter or matters covered by this Lease or if a pary
finds it necessary to retain an attorney to enforce its rights under ths Lease, all costs and
expenses of the prevailing pary incident to such preceding or retention, including reasonable
attorney's fees, shall be paid by the non-prevailng par.
18.10 Authorization. Each individua executing this Lease represents and warants that
he or she has been duly authorized by appropriate action of the governng body of the pary for
which he signs to execute and deliver ths Lease in the capacity and for the entity set fort where
he signs and that as a result of his signatue, this Lease shall be binding upon the pary for which
he signs.
18.1 1 Recordation. This Lease may not be recorded on behalf of either pary, but in
lieu thereof, Lessor and Lessee agree that each will, upon execution of this Lease, execute, in
recordable form, a "short form" of the Lease, which shall contain a description of the Premises,
the term of the Lease, and the paries to the Lease. The short form of the Lease shall not modify
the terms of the Lease or be used in interpreting the Lease and in the event of any inconsistency
between ths Lease and the short form of the Lease, the terms and conditions of this Lease shall
be controllng.
18.12 Rights Reserved. Ths Lease and all rights hereunder shall be held by the Lessee
at all times subject to the rights of the Lessor. Jursdiction and supervision of the Lessor over
concerned lands are not surendered or subordinated by issuance of this Lease. The Lessor
reserves the right to issue to other additional licenses, rights-of-way or permits for compatible
uses of the lands involved in ths Lease. There is also reserved the right of the Lessor, its
offcers, agents, employees, licensees and permitees to have ingress to, passage over, and egress
from all of said lands for the purose of exercising, enforcing and protecting the rights reserved
herein or for any other legitimate purose.
IN WITNESS WHEREOF, the paries to this Lease Agreement have executed ths
Lease on the day and year first above wrtten.
LESSOR - PACIFICORP LESSEE - CCCIC
Signatue Title Signatue Title
Print Name Print Name
Date Date
UTEM-0136A CCCIC Property Lease
November 2011
Page 10 of 11
~~lEf9J!
EXHBIT A
UTEM-0136A eecie Propert Lease
November 2011
Page 11 of 11
PIPE STORAGE
AREA
COTIONWOOD CRE
CONSOLIDATION IRGATION CO.
ADOBE WASH RESERVOIR
ACCESS ROAD
BOX 467, ÇAnE OALE, UTAH 84513 [phone]FAX [phone] eMAILjtOet.net
ORWN SC II-II CHCKED HRT IHI
SU/MD JK 11-11 CHCKED l.S