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HomeMy WebLinkAbout06 AuthorizationsAUTHORIZATIONS O\OLSSON ASSOCIATES THIS PAGE LEFT BLANK FOR TWO-SIDED DUPLICATION. O\OLSSON ASSOCIATES BATT LEMENT MESA February 17, 2017 Mr. Glenn Hartmann Garfield County Community Development 108 8th Street, Suite 401 Glenwood Springs, CO 81601 RE: Agent Authorization Dear Mr. Hartmann, I, Eric Schmela, authorize Ursa Operating Company LLC to act on behalf of and represent Battlement Mesa Land Investments LLC and Battlement Mesa Land Investments Parcel 1 LLC in all matters regarding BMC L well pad and pipeline related to land use permitting for Garfield County. Sincerely, ric Schmela Authorized Agent Battlement Mesa Land Investments LLC Battlement Mesa Land Investments Parcel 1 LLC CC: John Doose, Ursa Operating Company LLC Cari Mascioli, Ursa Operating Company LLC P.O. Box 6000* Battlement Mesa, Colorado 81636* 970-285-9740* Fax 970-285-9721 www.BattlementMesa.com 1111 IMIGN« NIUE! FALIE ILT NITIF.1•41,y1 11111 Reception#: 894720 07/13/2017 03:01:36 PM Jean Alberico 1 of 2 Rec Fee:$18.00 Doc Fee:0,00 GARFIELD COUNTY CO STATEMENT OF AUTHORITY 1. This Statement of Authority relates to an entity named: BATTLEMENT MESA LAND INVESTMENTS PARCEL 1 LLC 2. The type of entity is a: [ ] corporation [ ] nonprofit corporation [X] limited liability company ( ] general partnership [ ] limited partnership [ ] registered limited liability partnership ( ] registered limited liability limited partnership (] limited partnership association [ ] unincorporated nonprofit association [ ] government or governmental subdivision or agency [ ] business trust [ ] trust 3. The entity is formed under the laws of: Colorado 4. The mailing address of the entity is: 73G Sipprelle Drive, Battlement Mesa, CO 81636 5. The [X] name(s), or [X] position(s) of each person authorized to execute instruments conveying, encumbering, rezoning or otherwise affecting title to real property on behalf of the entity is/are: David A. Gitlitz, Manager Eric Schmela, Authorized Agent 6. This Statement of Authority is executed on behalf of the entity pursuant to the provisions of Section 38- 30-172, C.R.S. Executed this ( Oday of July, 2017. BATTLEMENT MESA LAND INVESTMENTS PARCEL 1 LLC, a Colorado limited liability company By: David A. Gitl' , Manager By: la, Authorized Agent 1111 hgrArdtli iiiiiirerS71111NOLVKIIti 11111 Reception#: 894720 07/13/2017 03:01:36 PM Jean Albertco 2 of 2 Rec Fee:$18.00 Doc Fee:0.00 GARFIELD COUNTY CO STATE OF COLORADO ) ss. COUNTY OF GARFIELD .ph The foregoing instrument was acknowledged before me this i Q day of July, 2017 by David A. Gitlitz as Manager of Battlement Mesa Land Investments Parcel 1 LLC, a Colorado limited liability company. Witness my hand and official seal. My commission expires: (, — 1 I- 1 9 STATE OF COLORADO ) ss. COUNTY OF GARFIELD Notary Publ4 K.13.JSNvEN aC gTA R O0 #200702 64 2019 NOTA s\on axpifes lu J 1 Gamin�s 1-11 The foregoing instrument was acknowledged before me this /0 day of July, 20017 by Eric Schmela as Authorized Agent of Battlement Mesa Land Investments Parcel I LLC, a Colorado Iimited liability company. Witness my hand and official seal. My commission expires: t - 11- 1 q 1111 1POZINNILGNHif'h 10,11110.116111,11114Y4rh 11111 Reception#: 888582 02/03/2017 02.52:40 PM Jean Alberico 1 of 1 Rec Fee:$13.00 Doc Fee:0.00 GARFIELD COUNTY CO Garfield County STATEMENT OF AUTHORITY Pursuant to C.R.S. §38-30-172, the undersigned executes this Statement of Authority on behalf of Ursa Operating Company, LLC a Limited Liability Company (corporation, limited liability company, general partnership, registered limited liability partnership, registered limited liability limited partnership, limited partnership association, government agency, trust or other), an entity other than an individual, capable of holding title to real property (the "Entity"), and states as follows: The name of the Entity is Ursa Operating Company LLC and is formed under the laws of The mailing address for the Entity is 1050 17th Street, Suite 2400 Denver, CO 80265 The name and/or position of the person authorized to execute instruments conveying, encumbering, or otherwise affecting title to real property on behalf of the Entity is Don Simpson, Vice -President - Business Development and Jennifer Lind, Regulatory Manager and Cari Mascioli, Regulatory Tech and John Doose, Landman The limitations upon the authority of the person named above or holding the position described above to bind the Entity are as follows (if no limitations, insert "None"): None Other matters concerning the manner in which the Entity deals with any interest in real property are (if no other matter, leave this section blank): EXECUTED this 31 day of January Signature: Name (printed): Don Simpson Title (if any): Vice President - Business Development The foregoing instrument was acknowledged before me this by Don Simpson , on behalf of Ursa Operating Company LLC Delaware Corporation 2017 STATE OF Colorado )SS. COUNTY OF Garfield day of THOMAS JAMES BERTRAND NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20164046959 MY COMMISSION EXPIRES DECEMBER 12, 2020 Witness my hand and official s al. My commission expires. (Date) SEAL] OZ0Z•ZL 6 OGV2i l9fld AAlV10 GNV2U1139 S3WVf SWVOHJ ,201.1? ,a W3330 S3atdX3 NOISSIWWOO Ay' lOZGIAllY1 V.LS UrsaCOMPANY January 27, 2017 Mr. Glenn Hartmann Garfield County Community Development 108 8th Street, Suite 401 Glenwood Springs, CO 81601 RE: Agent Authorization Dear Mr. Hartmann, Ursa Operating Company, LLC authorizes Tilda Evans and Olsson Associates to act on behalf and represent Ursa Operating Company, LLC in all matters related to land use permitting in Garfield County. Please contact me if you have any questions. Sincerely, LL Jennifer Lind Regulatory Manager Office: (720) 508-8362 CeII: (303) 406-1117 Email: jlind@ursaresources.com CC: Tilda Evans, Olsson Associates Cari Mascioli, Ursa Operating Company LLC CONTRACT OPERATING AGREEMENT This CONTRACT OPERATING AGREEMENT ("Agreement") dated April 29, 2011, is between Ursa Resources Group II LLC, a Delaware limited liability company, and any of its subsidiaries (collectively, the "Company") and Ursa Operating Company LLC, a Delaware limited liability company ("Contractor"). Company and Contractor are sometimes referred to collectively as the "Parties" and, individually, as a "Party". WHEREAS, Company and Contractor recognize that it is desirable that Contractor provide, or cause to be provided, certain services to Company with respect to certain oil and gas assets and properties designated from time to time by Company (collectively, the "Subject Assets"). NOW, THEREFORE, in consideration of the premises, the covenants set forth below and the benefits to be derived, the Parties agree as follows: 1. Services. Pursuant to the terms of this Agreement, Contractor agrees to provide, or cause to be provided, for the benefit of Company in its capacity as the direct or indirect owner or operator of the Subject Assets, the Services with respect to the Subject Assets during the Contract Period (as defined below). Contractor will perform the Services in accordance with all applicable laws, rules and regulations and in accordance with good oilfield practice consistent with a reasonably prudent operator; provided, however, in no event shall Contractor have any obligations or liability hereunder except for the gross negligence or willful misconduct of Contractor or willful or intentional breach of the terms of this Agreement. Notwithstanding anything herein to the contrary, Company acknowledges that Company and its Affiliates are not professional providers of the types of services included in the Services and that the personnel providing such services have other responsibilities that take priority over the provision of Services and will not be dedicated full-time to performing the Services. 2. Description of Services. Except as expressly provided herein to the contrary, during the Contract Period, these services provided by, or caused to be provided by, Contractor hereunder to Company (each service, a "Service," and collectively, the "Services") shall constitute the following accounting, marketing, lease administration, operations and reporting services: (a) Accounting. (i) Joint Interest Accounting. Up to and through the last day of the month in which the Contract Period ends (or such earlier date as Company may elect by written notice to Contractor), provide accounting services related to joint interest operations on the Subject Assets, including, but not limited to, (A) payment of accounts payable, (B) joint interest billings to working interest owners, and (C) the collection of accounts receivable. Unless this Agreement is extended as provided in Section 4, below, Contractor may close-out payables on three weeks prior to the original end of the Contract Period, in order to prepare and distribute joint interest billings by the month end. #4220099,2 (ii) Revenue Accounting. Up to and through the last day of the month in which the Contract Period ends (or such earlier date as Company may elect by written notice to Contractor), with respect to hydrocarbons produced and saved from the Subject Assets, provide accounting services related to (A) revenue distribution to other working interest and royalty owners (including revenue distributions for oil and gas through the production month in which the Contract Period ends or such earlier month as Company may elect in a writing delivered to Contractor), (B) over and under production balances, (C) suspense accounts, (D) ad valorem, sales and severance taxes, and (E) the filing of applicable federal and state reports. (b) Marketing. For production through the end of month in which the Contract Period ends (or such earlier date as Company may elect by written notice to Contractor), provide marketing services necessary to sell, under existing contracts, Company's share of the Hydrocarbons produced and saved from the Subject Assets. (c) Lease Administration. Through the last day of the month in which the Contract Period ends (or such earlier date as Company may elect by written notice to Contractor), provide lease administration services related to the Subject Assets, including, without limitation, payment of shut-in royalty, minimum royalty or delay rentals which may become due during such period and a period of sixty (60) days thereafter. (d) Operations. (i) Field Operations. Contractor will supply Company with field operations employees and Contractor will, up to and through the last day of the month in which the Contract Period ends (or such earlier date as Company may elect in a writing delivered to Contractor), provide for the production operation of the Subject Assets. (ii) Scope of Field Operations. Notwithstanding anything herein to the contrary, Contractor may use its own engineering judgment and discretion in conducting field operations and with respect to the scope of the operations required hereunder, unless Company provides to Contractor reasonable alternative written instructions. Contractor will use reasonable efforts to implement such instructions, provided that in no event shall Contractor be required, without the prior consent of Contractor (as such agreement may be withheld, delayed or conditioned in the sole discretion of Contractor), to: (A) conduct any drilling, completion, fracing, deepening, sidetracking, re -working, re -completion or re-fracing operation; (B) undertake any capital improvements or capital replacements; (C) incur any extraordinary expense unless in an emergency (in such event the extraordinary expense will be reimbursed to Contractor by Company); 2 (D) engage any contractors or consultants, or employ any personnel; or (E) implement any instruction that would, in Contractor's good faith opinion, expose Contractor to any unreasonable risk or conflict with its own operations. (e) Reporting. To the extent requested by Company through the last day of the month in which the Contract Period ends (or such earlier date as Company may elect by written notice to Contractor): (i) comply with all state and federal regulatory reporting and filing requirements regarding the Subject Assets, including providing production reporting services and submitting accurate and complete reports to state and federal authorities, as appropriate, with copies of all such reports and filings to be provided to Company; and (ii) provide to Company daily drilling and production reports and monthly production reports and other reports generated by Contractor in the ordinary course of operation of the Subject Assets. (0 Contractor shall maintain or cause to be maintained true and correct records of all receipts, invoices, reports and such other documents as are customarily maintained by Contractor for its own operations relating to the Services rendered hereunder. Company shall have the right to inspect and copy such records during regular office hours following reasonable prior written notice of any such inspection. 3. Reimbursement, Overhead and Compensation. (a) Company shall promptly, but in no event later than thirty (30) days after receipt of invoice, pay and reimburse Contractor for any and all Direct Charge Amounts incurred and paid by Contractor. As used herein, the term "Direct Charge Amounts" shall mean any and all costs and expenses incurred by Contractor that constitute "Direct Charges" under Article lI of the 2005 Accounting Procedures published by COPAS, Inc., as such may be as recommended by the Council of Petroleum Accountants Societies of North America, Accounting Procedure for Joint Operations, 2005, if any. (b) Company shall promptly, but in no event later than thirty (30) days after receipt of invoice, pay and reimburse Contractor for any and all Overhead Amounts incurred by Contractor or any of its affiliates other than Contractor in performance of the. Services provided hereunder. As used herein, the tenn "Overhead Amounts" shall mean an amount equal to the reasonable general and administrative costs and expenses incurred by Contractor, including costs and expenses of supervision, office services (including maintaining the books and records of Company), insurance, warehousing costs, rental expenses, office and inventory expenses, salaries and wages of all employees and personnel directly or indirectly providing Services and all other applicable burdens and expenses of Contractor and its employees and personnel; provided, Overhead Amounts do not include any Direct Charge Amounts payable under Section 4(a) above. 3 (c) Except as otherwise agreed by the Parties in writing or as otherwise expressly set forth herein, Contractor shall not be entitled to any profit or fees from Company and the amounts payable under this Section 3 is intended to compensate Contractor in full for the services described herein. 4. Contract Period; Termination. (a) Unless earlier terminated by Company pursuant to the provisions of Section 4(b), this Agreement will (i) will have an initial term that commences on the date hereof and continues for a period of one year (the "Initial Period"), and (ii) automatically be renewed for successive one year terms (each, a "Subsequent Period') unless either Party gives the other Party written notice of its election not to renew this Agreement thirty (30) days in advance of the end of the Initial Period or then -current Subsequent Period, as applicable. The Initial Period and all Subsequent Periods are collectively referred to herein as the "Contract Period". (b) At any time during the Contract Period, any Party may terminate this Agreement or all or any portion of the Services currently being performed by Contractor hereunder upon thirty (30) days prior written notice to the other Party. 5. Remittance of Cash; Cash Calls. During each month (including partial months) of the Contract. Period, Contractor shall receive, collect, hold all revenues generated from the Subject Assets for the benefit of Company and disburse and pay expenses attributable to the operation of the Subject Assets as provided hereunder in accordance with the terms hereof. Company will own and be entitled to all proceeds from the sale of hydrocarbons from the Subject Assets. To the extent that Contractor has any cash of Company on hand after the payment of expenses, such excess cash will be promptly remitted to Company. Contractor will have the right from time to time to cash call Company when Contractor believes that cash of Company on hand is insufficient to meet operating cash requirements with respect to the Subject Assets . In no event shall Contractor be obligated to make any payments on behalf of Company if Contractor does not have sufficient cash of Company on hand to make such payments. 6. Information Necessary to Perform the Services. Any information and assistance necessary for Contractor to perform or cause to be performed a Service shall be promptly provided by Company. 7. 1099 Forms. To the extent requested by Company, Contractor shall issue Form 1099's for owners for all activity for the time period Contractor handles the distributions and/or disbursements. Company shall issue Form 1099's for owners for the time period beginning upon Company's assumption of administrative responsibilities. 8. DISCLAIMERS. NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT TO THE CONTRARY, CONTRACTOR MAKES NO AND DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE PERFORMANCE OR RESULTS OF THE SERVICES. 4 9. RELEASE AND INDEMNITY OF CONTRACTOR. IT IS AGREED THAT THE SERVICES PROVIDED BY CONTRACTOR HEREUNDER ARE PURELY MINISTERIAL IN NATURE. IN PERFORMING THE SERVICES, NEITHER CONTRACTOR NOR ITS AFFILIATES SHALL HAVE ANY LIABILITYTO OWNER FOR, AND OWNER RELEASES AND SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS CONTRACTOR AND THE OTHER BUYER INDEMNIFIED PARTIES FROM, EACH AND EVERY LIABILITY OF EVERY KIND AND CHARACTER, ATTRIBUTABLE TO OR ARISING OUT OF ANY ACT OR OMISSION BY ANY PARTY INVOLVING OR RELATED TO THE SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, CONTRACTOR'S OPERATION OF THE SUBJECT ASSETS AND MAINTENANCE OF THE EQUIPMENT, FAILURE TO PAY OR COLLECT SUMS DUE, ERRONEOUS OR IMPROPER PAYMENT, LATE PAYMENT, ERRONEOUS PAYMENT STATEMENT OR ANY OTHER SUCH CAUSE; PROVIDED, HOWEVER, CONTRACTOR SHALL BE LIABLE FOR, AND INDEMNIFY, RELEASE AND HOLD HARMLESS OWNER FROM, ANY LIABILITIES TO THE EXTENT ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CONTRACTOR . 10. EXPRESS NEGLIGENCE. THE DEFENSE, INDEMNIFICATION, HOLD HARMLESS AND RELEASE PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LIABILITIES IN QUESTION AROSE OR RESULTED SOLELY OR IN PART FROM THE SOLE, JOINT, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY CONTRACTOR BUT IN EACH CASE EXCEPTING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CONTRACTOR. OWNER AND CONTRACTOR ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND 1S CONSPICUOUS. 11. Independent Contractor. At all times during the performance of Services by Contractor, all Persons performing such Services who shall be in the employ and/or under the control of Contractor or its Affiliates (including agents, contractors, temporary employees and consultants) shall be independent from Company and not employees of Company and shall not be entitled to any payment, benefit or perquisite directly from Company on account of such Services, including, but not limited to, group insurance and participation in any employee benefit and pension plans maintained by Company or any Affiliate of Company. Contractor will not be required to provide any Services the provision of which would violate any applicable Laws. Company will use its commercially reasonable efforts as necessary to secure consents and/or approvals of vendors, lessors and licensors relating to the Services to be provided hereunder by Contractor or its Affiliates. 12. General Provisions. (a) This Agreement shall inure to the benefit and shall be binding upon the Parties and their respective successors and permitted assigns; provided, however, that neither Party may assign this Agreement or any if its rights and obligations hereunder without the prior written consent of the other Party. In the event any such assignment of 5 a Party's rights and obligations under this Agreement is consented to by the other Party, such assignment or other transfer by the transferring Party or its successors and assigns shall not relieve such Party or its successors or assigns of any of their obligations (including indemnity obligations) hereunder. (b) This Agreement constitutes the entire agreement among Company and Contractor pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of Company and Contractor pertaining to the subject matter hereof. This Agreement may be amended only by an instrument in writing executed by the Party against whom enforcement is sought. (c) THIS AGREEMENT AND THE LEGAL RELATIONS AMONG OWNER AND CONTRACTOR SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT WOULD REQUIRE THE APPLICATION OF ANY OTHER LAW. EACH OF OWNER AND CONTRACTOR WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. (d) If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance o f the transactions contemplated hereby is not affected in any adverse manner to any of Company or Contractor. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. (e) Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than Company, Contractor and their successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement; provided that only a Party and its respective successors and permitted assigns will have the right to enforce the provisions of this Agreement on its own behalf. (f) This Agreement is not intended to create, and shall not be construed as creating, a joint venture, partnership or other association pursuant to applicable Law. (g) Except as specifically provided for to the contrary in this Agreement, including this Section 13(h), no Party shall be responsible for the obligations or actions of the other Party, and each Party shall be severally liable for its obligations arising hereunder. (h) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NONE OF COMPANY, CONTRACTOR OR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE ENTITLED TO LOST PROFITS, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (OTHER THAN LOST PROFITS, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES SUFFERED BY THIRD PERSONS FOR WHICH RESPONSIBILITY IS ALLOCATED BETWEEN THE PARTIES) AND EACH OF COMPANY AND CONTRACTOR, FOR ITSELF AND ON BEHALF OF THEIR RESPECTIVE AFFILIATES, HEREBY EXPRESSLY WAIVES ANY RIGHT TO LOST PROFITS, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (OTHER THAN INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES SUFFERED BY THIRD PERSONS FOR WHICH RESPONSIBILITY IS ALLOCATED BETWEEN THE PARTIES). (i) This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by facsimile transmission shall be deemed an original signature hereto. [Signature page follows.] 7 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. CONTRACTOR: URSA OPERATING COMPANY LLC By: Name: /10-tfr'si >$u Title: A -11"0,';a'11,151 -4 -- COMPANY: URSA RESOURCES GROUP II LLC By: Name: 1ik-M-ke-w % eL k_ Title: Signature Page to Contract Operating Agreement