2020-09-03 Northern Natural Gas Co - Transformation Hill PipelineBILL OF SALE
NORTHERN NATURAL GAS COMPANY, a Delaware Corporation ("Seller"), of
Omaha, Douglas County, Nebraska, for and in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00) and other good and valuable consideration paid by CITY OF BLAIR, a
political subdivision of the State of Nebraska ("Purchaser"), does hereby grant, sell, transfer,
convey and deliver to Purchaser certain natural gas pipeline facilities described on Exhibit "A"
hereto (collectively the "Assets").
The right, title and interest herein assigned and the provisions hereof shall extend to and
be binding upon Seller and Purchaser and their respective successors and assigns.
Seller for itself, its successors and assigns, covenants with Purchaser, its successors and
assigns, that the Assets are free from all encumbrances made by Seller, and that Seller, its
successors and assigns shall WARRANT AND DEFEND same unto the said Purchaser, its
successors and assigns, against every person whomsoever lawfully claiming by, through or under
Seller, or any present affiliate of Seller, but against none other but with full right of substitution
and subrogation against all former owners of the Assets.
THE ASSETS ARE SOLD TO PURCHASER IN THEIR "AS IS", "WHERE IS"
CONDITION, AND SELLER MAKES NO WARRANTY OR REPRESENTATION OF ANY
KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, REGARDING THE TITLE,
CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR
ENVIRONMENTAL CONDITION OF THE ASSETS.
BUYER AGREES TO INDEMNIFY AND HOLD COMPANY HARMLESS FROM
AND AGAINST ALL CLAIMS, LIABILITIES, INCLUDING ENVIRONMENTAL
LIABILITIES, COSTS, EXPENSES, AND CAUSES OF ACTION ARISING OUT OF OR
BASED UPON OR RELATED TO BUYER'S OWNERSHIP OR USE OF THE
PERSONAL PROPERTY CONVEYED HEREIN, INCLUDING ANY AND ALL
LIABILITY ARISING OUT OF THE PRESENCE OF ASBESTOS.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES
HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY
RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN
WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR
HAS NOT BEEN WAIVED, AND AGREES ANY SUCH ACTIONS MAY NOT IN ANY
EVENT BE CONSOLIDATED TOGETHER.
IN WITNESS WHEREOF, Seller and Purchaser have executed this Bill of Sale on the
j day of j 1 , 2020.
[SIGNATURE PAGE TO FOLLOW]
"SELLER"
NORTHERN NATURAL GAS COMPANY
By:
Printed name: Royce A. Ramsay
Title: Vice President, Operatio�s
"PURCHASER"
CITY OF BLAIR
By: i U,a,44Gv`-,1-- n
Printed name:y�
Title:
EXHIBIT "A" TO BILL OF SALE
DESCRIPTION AND LOCATION OF FACILITIES TO BE TRANSFERRED
Approximately 1,100 feet of 6 -inch natural gas pipeline, referred to as NEB53001, extending
across Lot 202 in the NW'/4 NE'/4 of S10 TI 8N R1 1E and 190 feet of 6 -inch natural gas pipeline,
also referred to as NEB53001, across Lots 424 & 425 in the NWl/4 NWl/4 of S11 TI 8N R11E, all
in Washington County, Nebraska.
It being the intent of this Agreement for Seller to sell to Purchaser all of the physical assets owned
by Seller and associated with the pipeline facilities covered by this agreement.