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HomeMy WebLinkAbout914172ACCESS ROAD J ND DRILL SITE AGREEMENT THIS AGREEMENT is made and entered into, effective as of the 1st day of June, 2005, by and between Bear River Land Grazing Company, A Wyoming Corporation whose address is c/o Edward M. Bown, 1015 East 3900 South, Salt Lake City, Utah 84124 -1110 (hereinafter referred to as "BEAR RIVER and Rocky Mountain Gas, Inc., a Wyoming Corporation, whose address is 877 North 8` West, Riverton, Wyoming 82501, (hereinafter referred to as "RMG W I T N E S E T H: THAT WHEREAS, Bear River is the owner of the surface of the NE1 /4 of Section 21, Township 19 North, Range 117 West, 6 P.M., Lincoln County, Wyoming; and WHEREAS, RMG has requested Bear River to grant to RMG a non- exclusive right to utilize a certain existing access road 20 feet wide and 1,584 feet or 96 rods in length, and to construct and use a drill pad not to exceed two (2) acres in size and area, which road and drill site are located on the NE1 /4 of said Section 21 particularly identified and shown on Exhibit "A hereto and by this reference specifically made a part hereof and hereinafter collectively sometimes referred to as the "Premises and WHEREAS, said Premises are required by RMG in connection with its oil and gas drilling and producing operations involving the RECEIVED 12/5/2005 at 2:04 PM RECEIVING 914172 BOOK: 606 PAGE: 665 JEANNE WAGNER LlN ;OUNTY CLERK, KEMMERER, W`,' r� r Anadarko NE- 21- 19 -117A Well located in the NE1 /4 of said Section 21, Township 19 North, Range 117 West, 6th P.M., Lincoln County, Wyoming. WHEREAS Bear River and RMG desire to enter into this Agreement, in accordance with the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the Premises, and the sum of Ten Dollars ($10.00), and more, cash, to be paid to Bear River by RMG, concurrently herewith, and in consideration of Bear River entering into this Agreement with RMG, and at RMG's request, and in consideration of RMG's covenant and agreement with Bear River to keep and perform all of the covenants and agreements on RMG's part to be kept and performed, in accordance with the terms and conditions as hereinafter set forth, the parties hereto covenant and agree, as follows, to -wit: 1. Bear River hereby grants to RMG a non 'exclusive right to utilize and maintain said Premises as aforesaid as more particularly identified and shown on said Exhibit "A" annexed hereto and by this reference specifically made a part hereof. Said Premises to be used by RMG solely and only in connection with RMG's said oil and gas drilling and producing operations involving the Anadarko Well above located in the NE1 /4 of said Section 21, in Township 19 North, Range 117 West, 6th P.M., and for -2- 3 f the purpose of this Agreement, RMG agrees that in the event the road and drill site Premises shown on said Exhibit "A" is longer than 1,584.00, feet or 96 Rods in length, and said drill site premises exceeds two acres in size and area, RMG will forthwith pay to Bear River Nine Dollars ($9.00) per rod for all rods or fraction thereof exceeding 96 rods in said road and One Thousand Dollars ($1,000.00) per acre, or fraction thereof exceeding two (2) acres in said drill site. 2. RMG will concurrently herewith pay to Bear River the sum of $864.00, for the use of said road and a one time damage payment of $2,000.00 for said drill site, which has been accepted and acknowledged by Bear River as full payment for the use of said Premises identified and described in said Exhibit "A" through the 31st day of May, 2006, such date constituting for the purposes hereof the last day of the first license year of this Agreement. 3. This Agreement shall remain in full force and effect through May 31, 2006, and through all succeeding renewal license years to which this Agreement is extended. A renewal license year hereunder (hereafter "renewal year shall be the twelve -month period from June 1, through May 31, of the following year. As rental for said access road for each renewal year of this Agreement, RMG shall pay to Bear River by check, at its address above set forth, or at such other address as Bear River may designate by written notice to RMG, in advance, and on or before the 1st of June, 2006, and on or before the 1st day of June of each renewal year thereafter, the sum of $432.00 Dollars for the use of said road only as identified and shown on said Exhibit "A ",but to be adjusted according to the following formula; provided, however, that in no event shall the annual rental for any given renewal year be reduced below the annual rental owing and paid for the immediate preceding renewal year: Ra $432.00 x ka Ib where Ra: above set forth is the annual rental payment due on or before June 1, 2006, and on or before each June 1, thereafter to be used in determining the amount required to renew this Agreement for the next succeeding renewal year under this Paragraph 3; Ia is the Consumer Price Index All Urban Consumers, U.S. City Average, All Items (1982 84 Base 100) published by the U.S. Department of Labor, for the month of March immediately preceding the first day of June of the applicable renewal year of adjustment. Ib: is the consumer price index (as defined above) for the month of June, 2005. -4- V -5- In addition, each rental payment for said road made to Bear River by RMG hereunder shall also be properly identified by reference on the check or sight draft or in accompanying materials to this Agreement and to RMG's file number provided to Bear River concurrently herewith to identify this Agreement. In the event the consumer price index is discontinued or revised, such other Government Index with which it is replace shall be used in order to obtain substantially the same result as would have been obtained if the Consumer Price Index has not been discontinued or revised. 4. During the life of this Agreement, Bear River, and all other authorized parties, both before and after the date hereof, shall have the right to use and enjoy and continue to use and enjoy said Premises (road and drill site), it being understood and agreed that the rights herein granted to RMG with respect to said Premises are not exclusive and RMG will fully cooperate with Bear River and said other authorized parties to the end that said Premises can be used and continue to be used and enjoyed by Bear River and all parties authorized by Bear River. It is understood and agreed that the said Premises herein shall only be utilized by RMG in connection with RMG's oil and gas drilling, producing operations and Well located in the NE1 /4 of said Section 21, in Township 19 North, Range 117 West, 6th, PM, and that nothing herein contained shall give or grant to RMG any right -6- U or authorization to utilize said Premises, or to travel across or use any other land(s) or road(s) owned or controlled by Bear River, to obtain access to any adjoining or other lands for the purpose of RMG's oil and gas drilling and producing operations, or for any other purposes whatever, without the written consent of Bear River being first had and obtained. 5. Bear River shall pay all County taxes assessed against said Premises, based upon the valuation of the surface of said Premises at the time of such assessment except as otherwise provided in this paragraph. RMG shall pay all County tax assessments based upon any and all improvements whatsoever placed upon said Premises by RMG. RMG shall also pay all County taxes, if any, assessed against said Premises because of additional value placed thereon for tax purposes by reason of improvements placed upon said Premises by RMG, and RMG shall, within thirty (30) days after written notice from Bear River, reimburse Bear River for RMG's share thereof. Provided, however, in the event RMG deems any such assessments to be unreasonable and wishes to appeal the same, Bear River agrees to cooperate in every reasonable way with RMG in the handling of any such appeal, it being agreed that RMG shall bear any and all costs of such appeal and in the event such appeal by RMG is successful and Bear River receives money or credit as a result thereof, Bear .L River will pay or credit RMG any portion thereof properly allocable to RMG. 6. Bear River makes no warranties or representations, either express or implied, herein as to its titles to said Premises(access roads) and RMG's rights hereunder and the use of said Premises hereunder by RMG are all expressly subject to all superior rights, in law or in equity, of every kind and nature, and whether recorded or not recorded, and including, but without limitation, the following, to -wit: (a) All reservations, limitations, and conditions of the underlying Patents covering said Premises and the rights of all parties pursuant thereto; (b) All grants, conditions, limitations, and reservation, if any, of record, or arising by operation of law, and the rights of all parties pursuant thereto; (c) All easements and /or rights of way of record and all easements and /or rights of way, if any, not recorded, but which have been established and now exist by operation of law upon the lands included in said Premises, or any portion, or portions, thereof, and the rights of the owner(s) /holder(s) /claimants of such easements and /or rights of way and all other parties pursuant thereto; (d) The rights of Bear River and its officers, agents, Permittees and employees and all other authorized persons and entities to graze livestock on and near the Premises; the rights of the owner(s) of the mineral estate(s), and the terms and conditions of and the rights of all parties under all existing grazing, oil, gas, mineral, or other lease(s), licenses, permits, access road agreements, or surface owners agreements, and all other agreements of every kind and nature, covering any portion, or portions, of the lands included in the said Premises, and the right of Bear River to renew or extend said leases, licenses, permits and agreements and /or enter into new leases, licenses, permits and /or agreements, with any party or parties, at the sole discretion of Bear River; and -7- (e) The rights of all parties under all underlying deeds constituting the record chain of title from Patentee(s) to Bear River. 7. At RMG's sole cost and expense and during the entire life of this Agreement, RMG shall: C t)C.0 t 2 (a) Maintain and keep said Premises and access roads clear of refuse and litter caused by RMG. (b) Comply with all Federal, State and local Laws, ordinances, and enactments, and with all lawful rules, regulations and orders of all regulating agency, or agencies, applicable to RMG's use and maintenance of the said Premises and operations under this Agreement, including, but without limitation, environmental, water, noise and air pollution control, erosion control, toxic waste, hazardous substances and material. (c) Hold Bear River and all of its officers, agents, contractors, Permittees and employees free and harmless from and indemnify them, and each of them, from and against (a) any and all damages, claims, costs, and expenses resulting from RMG's failure and the failure of its officers, agents, contractors and employees to comply with said Federal, State and local Laws, ordinances, and enactments, rules, regulations, and orders of regulating agency, or agencies, set forth in subparagraph (b) above; and (b) any and all damages, claims, demands, costs and expenses arising out of damage to livestock and property or injury to or death of RMG's employees or any other person(s) whomsoever, where such injury, death or damage arises out of, results from, or is in any way connected with RMG's rights and operations under this Agreement. (d) Indemnify and hold Bear River harmless from and against any and all claims and liens upon said premises for labor or materials furnished to RMG; its officers, agents, contractors or employees and shall forthwith take all necessary actions to remove such liens from all public records or otherwise, upon request of Bear River. 8. During the entire life of this Agreement, RMG, at its sole cost and expense, also agrees to fully cooperate with Bear River and its officers, agents and Permittees to graze their livestock on said Premises and all other authorized users, -8- e including oil and as operators and other parties, of said Premises and access roads to: (a) Maintain said Premises (access roads) in good repair and condition; (b) Take all necessary precautions to avoid damage to gates, bridges, culverts, cattle guards, dikes and stock watering facilities, if any, within said Premises. (c) Cooperate fully so that range improvements, such as fencing or reservoirs, etc., if any, within said Premises, will not be disturbed or, where disturbance is necessary, RMG shall leave such improvements in the original or better condition, as determined by Bear River. (d) Maintain adequate water breaks on all disturbed slopes, if any. (e) Effect a minimum of vegetative disturbance, consistent with practical operations, and will smooth and maintain all disturbed areas to conform as nearly as practical with adjacent terrain, and provide and maintain adequate water drainage to minimize erosion. (f) Take reasonable steps to control all infestation of noxious weeds on the said Premises caused or aggravated by RMG's activities hereunder. (g) Post and maintain a 25 MPH speed limit sign for all vehicles being operated on the said Premises by RMG's employees, agents, contractors, etc., and take reasonable steps to inform all such persons of said speed limit and necessity of compliance therewith. (h) Keep dust controlled on said Premises caused by RMG's activities thereon. (i) Take reasonable steps to not permit any dogs or other animals to be kept in the area which could cause any damage or death to livestock. (j) Take reasonable steps to inform its employees, agents and contractors and all other parties participating with RMG, of the presence of livestock in the area and of the need for caution where livestock is present. -9- 9. RMG shall not have the right to fence any part of the Premises and access roads included in this Agreement or take and utilize any water or water rights now owned by, held, or controlled by or hereafter owned by, held, controlled or acquired by Bear River, without the written consent of Bear River being first had and obtained. 10. In addition to the provisions of Paragraph 12, hereafter, this Agreement is personal in nature, and an award of damages, only, for RMG's default hereunder may not be sufficient, the parties also agree that this Agreement is also specifically enforceable; and in the event of a default with respect to any of the covenants and agreements hereunder on the part of RMG to be kept and performed, and whether before or after the termination of this Agreement, RMG agrees to pay and shall pay to Bear River all costs and expenses of enforcing this Agreement, or in seeking damages for any breach of this Agreement, or in pursuing any other remedy provided hereunder, or by the statutes of the State of Wyoming, whether such remedy is pursued by filing suit or otherwise, or a combination of the foregoing remedies, including a reasonable attorney's fee. 11. This Agreement shall not be construed as a conveyance of any minerals or water rights or interests therein, or as authorizing RMG to explore for, mine, or remove any minerals except -10- {:7/2 oil and gas from the said drill site Premises without Bear River's specific written permission first had and obtained. 12. This Agreement is also made upon the condition that RMG shall perform all the covenants and agreements herein set forth to be performed by it, and if at any time there shall be any default on the part of RMG hereunder, this Agreement shall not terminate, except as hereinafter provided to -wit: (a) In the event RMG shall default in the payment of any annual rental payments promptly on the date when the same shall become due and owing hereunder, and RMG shall fail to pay the same to Bear River by check or sight draft within twenty (20) days after written notice of such default being given by Bear River to RMG at its address above set forth; or (b) In the event RMG shall default in the performance of any other covenant and agreement hereunder on its part to be kept and performed, and if RMG shall fail to cure such default within twenty (20) days after written notice of such default being given by Bear River to RMG at its address above set forth, or after weather and soil conditions first permit repair, if the default be of such a nature, then and in such event, or events, this Agreement shall forthwith terminate and end and cease to exist, and the subject Premises (drill site and access road) shall thereupon revert to Bear River, free and clear of RMG's rights and interests herein and hereunder, provided, however, such termination shall not release RMG from the performance of all of the covenants, agreements and obligations EU •aapunaaaq pagpTdwaquoo saT TATgop atq spuadsns .zo saaputq TETI AgTqua TpW9111u1 AO6 p Aq pasodwt aapao ao Gina 4op up E.uzpnTou-t 'jj jo Toaquoo atq puoAaq uoTgTpuoo .zo asnpo aatg0 ao 'p00 Jo lop UP upaw TTpus „aanaCpw aazo waaq au •aanaCpw aazoJ at4 Jo U0nPUTWJGq. ate uodn 6uzouawwOO 'uoTjPB go pagoa ;p atq go aoupwao ;Gad Mauaa oq sip (0£) )ttgq 3o pozaad TpuoTTzppp UP GApu TTpts `1AI pup 'GanaCpw ao1OJ atq JO aoupnuTquoo atq 6uTanp papuadsns ZT aq TTpts OWE Jo uoTg p5TTgo pago ;,gp win uodnaaatp pup :qT 6UTIGAOO sapTnDTgapd TTn,g kq uospaa 'aanaCpw aoaoJ Gip Jo aoTgou uaggTaM gdwoad aaATE apag oq GATE. TTpgs swE 'squauLpd Aauow GNpw uozgpbzTgo ate upg4 aatgo 'quawaaabV sTtp aapun uoTqpE.Trqo Cup qno iCaapo oq 'aanaCpw aoao; Aq 'gapd uT ao JTTogM 'aTgpun paaapuaa sT OWE quaAa atq uI 'ET •Dwu iq pawao ;Gad ATTn; iTqun uospaa ao asnpo JIup log quawaaa6y sTgq go uoTgputwaaq atf aATAans TTp TTpts swE iq ginpgap go gUGAa ate uT quawaaaby sTgq aapun 1aAZ1 apag go saTpawaa TIP pup 1 GAorre sgdpa6papd aapun papTAoad SP suoTTeE.TTgo panaoop tons of goadsaa InTM aoupwao ;Gad oT ;toads go gt6Ta atl 6uTpnTouT aaATI apag JO satpawaa ate ao Joaaat '91 Pup ST'ZT'OT sgdpa6papd aapun suoTgp6Tigo pup squawaaabp 'SgUPUGAOo lions go awn ate qp pawao ;Gad pup gdax aq oq gapd sit uo aapunaaaq 9 ate 'u0Tgp1TWTT gnOtfTM '6uTpnTouT 'uOTTpuzwaaq 14. Notwithstanding anything contained herein to the contrary, it is agreed that this Agreement does not in any manner constitute a conveyance of any title, interest or estate in and to any part of the said Premises (drill site and access road) hereinabove described, and shall not ripen into an easement of any kind or nature, and said Premises may be relinquished or surrendered, in whole, at the end of the then current license year upon giving ninety (90) days prior written notice to Bear River as provided herein and in the event of relinquishment or surrender of said Premises hereunder, all of the rehabilitation and other provisions of Paragraph 15, hereafter, shall forthwith apply to all of said Premises so relinquished and surrendered. 15. Upon the termination of this Agreement for any cause or reason, RMG shall, within ninety (90) days after such termination, remove all of its property, if any, from the said Premises and at its sole cost and expense, and rehabilitate, reseed and restore all of the Premises, or portion or portions thereof, as designated by Bear River, unless waived in writing by Bear River within 60 days after such termination, as nearly as possible to their original and former state and condition and seeding shall be repeated until a satisfactory stand is obtained at its sole cost and expense, and seed utilized shall be designated by Bear River or the Bureau of Land Management, and shall be a mixture similar to the vegetative -13- t 6 _T,T_ agq lip pawao ;aad pup gdaj aq oq gapd slr uo 'aapunaaag 'suoT1PETTgo pup sTuawaaabp 'squpuanoo Tip go aoupwao;aad agp woa; 014H aspaIaa qou TTpus uoTTeuTwaaq lions '.zanaMOq 'papTAoad :aapunaaag sgg6Ta s,Dysr go Tip agpuTwaaq pup aspaiaa kTTn; TTTM sp aapaooaI Iqunop uToouTZ age TITM butpaooaa .zo; (s)quawnoop lions 'Tpnoaddp sqT aog 'aantg apag oq aaiTTap pup a6paTMouNop 'agnoaxa 'aapdaad inTMgpaog osTp TTpus 'UOSpaa JO asnpo JUp aog quawaaaby szq go uoTgpuTwaaq age uodn •aapaooaj pips agq woag idoo papaooaa Tpuzbzao agq go gdTaoaa sqT uodn iq aanzg apag oq pagstuang eq TTpgs quawaaabv sTtlq go Adoo papaooaa TpuT6Tao a po TTdnp P pup 'buTwoAM 'aaaawwax 'aapaooa? pup )[aaTo Iqunop UIODUT2 age u�TM Eyax Aq papaooaa uf?Mq ao; aq TTpus quawaaa6y szgs 9T •sgoadsaa TTp uT Aq pawao ;aad iTTng TT Un quawaaa6v szgq go uoTTeuiwaaq agf GATAans TIP TT Pus aapunaaaq aaATH apag JO satpawaa Tie pup suoTq 6TTgo pup squawaaabp 'squpuanoo gozuM go TTp uoTgpuTwaaq lions go awn age pawaogaad pup gdax aq oq gapd syr uo suozip6TTgo pup squawa 'squpuanoo TTp go aoupwaogaad au; mot �ys� aspaTaa qou TTpus aapuaaans pup uoTqpuTwaaq goes 'aanaMOg papTAoad •saapao pup suoTTPTnbaa TpWawuaaAO6 pup sMpT aTgpoTiddp aaggo pup Tp1U9MUOJTnua TIP gfTM saTTdwoo gotgM uoTTzpuoo u uT aaATI apag O� sasTwaad aq4 aapuaaans TTpus yyjj pup 'saijapd age )q uodn paaabp SP aangxTw aaggo lions ao I TUToTA agpzpawwT agq Ui spupT agq uo .1/1.00 -15- time of such termination, including, Bear River's right of specific performance as provided under Paragraph 10, above. 17. Any notice contemplated herein to be served upon either party shall be in writing and mailed in the United States Mail, postage prepaid, Registered Mail or Certified Mail, Return Receipt Requested, at the addresses of Bear River and RMG above set forth in the first paragraph hereof, or at such other address as either party may from time to time in writing designate. Service of notice by mail shall be deemed sufficient and complete upon date of posting and mailing in accordance herewith. It is also understood and agreed that personal service of notice upon either party shall be deemed sufficient service of notice and no mailing of notice in the case of personal service shall be necessary. 18. No waiver by either party of any breach or default by the other party on any occasion, and no election by either party to exercise or forego any right or remedy hereunder or relating hereto on any occasion, shall be deemed to be a waiver of any other breach or default or to be an election to pursue or forego any right or remedy on any other occasion. 19. RMG shall not have the right to sell, assign, sublease or otherwise in any manner transfer this Agreement, or any part or portion thereof, or any of its rights and interests herein and 1 uaggT1M anogp gs1Tg apaJ pup i Pp au; go Sp aAzlaa33a ;nq SOOZ /-17- ,,4r-r2 '�o APp stuff 1! quawaaz5y sTqq pagnoaxa anpg satgzpd agq 'HOSEHHI SSSN,LIM NI •6utwoJM go aqp ;s agf go not ;DTpsTznC pup sMPT ag; iq pauzaio6 aq TTpgs Tuawaaz6v stgl 'i,Z •su6Tssp pup szossaoons panozddp zTag; pup o1azaq satlzpd aq go gtgauaq agq oq aznut pup uodn 6uTputq GC( TTpgs juawaazby au; go suoTstnozd pup suoT ;tpuoo pup swzal aq 'anogp '6T gdpz6paPd go suotstnozd au; oq goaCgns 'EZ ;oazaq suorTtpuoD pup swzaq alp Jo gopa ;o pup quawaazby sTgq go aouassa age ;o ST @WTI 'ZZ aspa'Z sTg; go swzal au; but6upgo JO 'oq buTppp '6uTAgTpouw appw uaaq anpg uaggtzt to Tpgzan 'sluawaTpls zo uoTlpquasazdaz ou pup 'saT aq; uaaMgaq quawaaa6P aztqua age szanoo quawnzgsut sTgI 'TZ •subtssp pup szossaoons ITagI pup ogazag saTgzpd age go gtgauaq age oq aznuT pup uodn 6utpuzq aq TTpgs quawaaa6v stqq go suotstnozd pup 'suoTTTpuoo 'swzaq age 'anogp 61 gdpzbpaPd go suotstnozd age oq oaCgns 'OZ •pautpggo pup ppq gszi; butaq zaATH zpag go quasuoo uaggT1M au; TnogmM 'goazagp uoTgzod to gzpd Jup JO 'zapunazag n }t1 TAX ID# '7- D 3c) .Z 3 Bear River Land Grazing Company, a Wyoming Corporation: v EDWARD M. BOWN NOTARY PUBLIC STATE OF UTAH 1972 EAST CtAREMONT WAY `tom SALT LAKE CITY, UT 84108 C m ist 04 2007 My Commission Expires 0.72.Aa mg', 2c'01. RMG: BEAR RIVER: Its President Rocky Mountain Gas, Inc., a Wyoming Corporation 7 ACKNOWLEDGMENTS STATE OF a- -4 SS. COUNTY OF /L-�- h-/ On the 1 i da of 2005 personally appeared before me ke, Q 1!-- President of Bear River Land Grazing Company, a Wyoming Corporation, known by me to be the signer of the foregoing ACCESS ROAD AND DRILL SITE AGREEMENT, who duly acknowledged to me that he executed the same. Witness my hand and official seal. -17- Notary Public Residing at etei„ 'SOOZ qP 6uTpTSag fW' DTTgnd AIPgo �Y 711 App c"? •IPas T TOT33o SS Jo OI Is S09 P1DDeee6uaw.(Xpoi \sluawaai6e \aa a Jeag :saaTdx3 uOTSSTww00 /roe '9 -6ny s p (v 6uluio�SM 1 ot i }uuaaj 1 to htuncl 3! qnd 4,1 E10N uosaal3PM aN 0!1101 -1 pus pusq Aw ssau ;TM Jw sTgq 'ss0 uTsqunow A){oog 3o 'Aq au1 a.zo;aq pa6pa1MOUD{os S M quawn.i suT 6uTObaao3 aqs 30 2ZNllOa u 7,7 30 3IYLS t y v (Exhibit "A" to Access Roa L ocation Map and Drill Site Agreement dated June 1, 2005) 0 0.125 0.25 0.5 0.75 1 Miles 1 (1 n Rooky Mountain Gas, Inc. Coalbcd Mcthune Exploration Production Anadarko NE-21-19-117A 41 °37'08.3 "N 110 °38'26.6 "W IN THE N E 1 /4 OF SECTION 21 T.19N., R.117W., 6th P.M., LINCOLN COUNT`r_IING