Agmt. Offer to Purchase Letter [Agreement]



VERSION IIICAPLA MASTERROAD USE AGREEMENTFile #betweenABC GRANTOR LTD.andABC GRANTEE LTD.MASTER ROAD USE AGREEMENTTABLE OF CONTENTSCLAUSEPAGE NO. TOC \o "1-1" 1.0Definitions PAGEREF _Toc464196295 \h 12.0Terms and Conditions PAGEREF _Toc464196296 \h 23.0Interpretation PAGEREF _Toc464196297 \h 34.0Consideration PAGEREF _Toc464196298 \h 35.0 Change of Status PAGEREF _Toc464196299 \h 46.0Grantor Responsibilities PAGEREF _Toc464196300 \h 47.0Grantee Responsibilities PAGEREF _Toc464196301 \h 48.0Road Restrictions PAGEREF _Toc464196302 \h 49.0Maintenance PAGEREF _Toc464196303 \h 410.0Damages PAGEREF _Toc464196304 \h 511.0Liability and Indemnity PAGEREF _Toc464196305 \h 512.0Environmental PAGEREF _Toc464196306 \h 613.0Default PAGEREF _Toc464196307 \h 614.0Representations PAGEREF _Toc464196308 \h 615.0Insurance PAGEREF _Toc464196309 \h 716.0Arbitration PAGEREF _Toc464196310 \h 717.0Notices PAGEREF _Toc464196311 \h 818.0Force Majeure PAGEREF _Toc464196312 \h 819.0Assignment PAGEREF _Toc464196313 \h 920.0Termination PAGEREF _Toc464196314 \h 921.0Miscellaneous PAGEREF _Toc464196315 \h 9MASTER ROAD USE AGREEMENTTHIS AGREEMENT dated the day of , 20.BETWEEN:abc Grantor Ltd.(hereinafter referred to as “Grantor”)-and-ABC GRANTEE LTD. (hereinafter referred to as “Grantee”)whereas Grantor is the operator of certain roads;and whereas Grantee may require the right to use certain roads operated by Grantor;and whereas Grantor and Grantee anticipate entering into one or more Addendums that, when executed by both Parties, will be governed by this Agreement;Therefore, in consideration of the mutual covenants and conditions contained in this Agreement, the Parties agree as follows:Definitions1.1In this Agreement, including the recitals, and the Addendums attached, the following terms have the following meanings:“Addendum” means one or more attachment hereto, executed by both Parties and comprised of Schedule “A” which describes the Effective Date, the purpose, and the rates to be charged for usage, Schedule “B” which is a plan of the portion of road that is to be used, and Schedule “C” which is the Field Representative contact information plus any additional terms of usage; “Agreement” means the body of this agreement plus any Addendums;“Business Day” means any day exclusive of Saturdays, Sundays or statutory holidays;“Effective Date” is the date first written on Schedule “A”;“Environmental Contamination” means any environmental pollution or contamination of any kind whatsoever caused by Grantee’s operations on the Road or on any adjacent lands as a result of the use of the Road;“Force Majeure” means any occurrence beyond the reasonable control of the Party claiming suspension of an obligation that has not been caused by that Party’s negligence and that the Party was unable to prevent or provide against by the exercise of reasonable diligence at a reasonable cost and includes, without limiting the generality of the foregoing, an act of God, war, revolution, insurrection, blockage, riot, strike or lockout or other industrial disturbance, fire, lightning, unusually severe weather, storms, floods, explosion, accident, shortage of labour or materials, or government restraint, action, delay, or inaction;“Field Representative” means a person named to act on behalf of a Party in matters pertaining to this Agreement and each such Field Representative has the right and authority to make, give, or receive any notice, information, direction, or decision required or provided for in this Agreement;“GST” means a Goods and Services Tax administered pursuant to the Canada Excise Tax Act, RSC 1985, c E-15, or other legislation that imposes a tax on the recipient of goods and services;“Master Road Use Agreement” means the 2017 CAPLA Master Road Use Agreement; “Party” means any person bound by this Agreement and “Parties” includes all of them;“Rate” or “Rates” means the amounts Grantor shall charge Grantee for the use of the Road;“Regulatory Body” is a body or bodies appointed by government to regulate the oil and gas industry;“Road” means that portion of Grantor’s road, operated or held by Grantor, as indicated on Schedule “B”;“Road Bans” means a restriction on road access due to such things as construction, maintenance, seasonal weather conditions, or wildlife constraints;“Status of Well/Facility” means the production status of Grantee’s Well or Facility as recorded at the relevant Regulatory Body; and“Upgrade” means improving a road from the current status.Terms and Conditions2.1Grantor, insofar as it has the right to do so, grants to Grantee, its employees, agents, servants, contractors and subcontractors, the nonexclusive right to use the Road for the purpose described in Schedule “A”. From time to time, Grantor and Grantee may execute additional Schedules with respect to other roads of Grantor, and such Addendum shall be incorporated into and form part of this Agreement.2.2This Agreement, including any attached Addendum comprised of the following Schedules, which are attached hereto and made part hereof, shall be the terms and conditions as agreed to by Grantor and Grantee:Schedule “A” - Purpose and RatesSchedule “B” - Plan of RoadSchedule “C” - Field Representative and Additional TermsInterpretation3.1In this Agreement:The headings of the paragraphs and Schedules are inserted for convenience of reference only and shall not affect meaning or construction;Whenever the singular or masculine or neuter is used in the paragraphs and Schedules each shall be interpreted as meaning the plural or feminine or body politic or corporate and vice versa, as the context requires;If there is any conflict or inconsistency between the provisions in the body of this Agreement and those in any Schedule, the provisions in the Schedule shall prevail;All references to currency are references to the currency of Canada;All claims in respect of which a Party has a claim pursuant to this Agreement include without limitations reasonable legal fees and disbursements on a solicitor and their own client basis and on a full indemnity basis;References to a statute is a reference to such enactment as amended or re-enacted from time to time and every statute that may be substituted in whole or in part and the regulations, bylaws or other subsidiary legislation made pursuant to such statute; If a derivative form of a term or expression that is defined in this Agreement is also used in this Agreement, such derivative form shall have a meaning that corresponds to such term or expression in the context in which it is used. ConsiderationGrantee agrees to pay Grantor the Rates as set forth under the heading “Consideration” in Schedule “A”.Payment is due as described on the invoice(s).Rates may be amended by Grantor with sixty (60) days written notice to Grantee. Any increase in rates must be reasonable.Grantor shall invoice the maintenance Rate to Grantee at monthly intervals or such other reasonable intervals as Grantor may desire and Grantee shall submit payment in the manner described on the invoice(s).4.5Grantor shall be entitled to charge interest on any amounts that remain outstanding after thirty (30) days from Grantee’s receipt of the invoice at the rate of two (2) percent per annum higher than the prime rate from the day that payment is due until the day it is paid, regardless of whether Grantor has notified Grantee in advance of its intention to charge interest with respect to that unpaid amount. The “prime rate” shall mean the annual rate of interest announced from time to time by the Bank of Canada as a reference rate then in effect.4.6In the event Grantor is required to collect any taxes, assessments, fees or charges on behalf of any governmental authority including, without limitation, Federal Goods and Services Taxes, from Grantee with respect to any transaction occurring as a result of this Agreement, then Grantee shall pay the amount of such taxes, assessments, fees or charges to Grantor, and Grantor shall remit those amounts to the relevant taxing authority as required by law.4.7Rates are exclusive of GST.Change of StatusUnless otherwise set out in Schedule “A”, Grantor shall invoice Grantee based on Status of Well/Facility obtained from the appropriate Regulatory Body. Changes in Status of Well/Facility, for billing purposes, shall become effective on the first day of the month in which the status change occurs.Notwithstanding Clause 5.1, Grantor may, at its sole discretion, accept changes in Status of Well/Facility from Grantee and Grantee shall promptly notify the Grantor of the nature and time of all changes in Status of Well/Facility.? Such updates, for billing purposes, will become effective the first day of the month following the month in which the notice was received by Grantor.Grantor Responsibilities6.1Grantor grants to Grantee unimpeded access to the Road during the term of this Agreement, except at such times as provided by this Agreement or as the Parties may agree in writing.Grantee ResponsibilitiesGrantee shall at all times comply with any and all applicable codes, statues, laws, regulations, permits, licenses, orders and directions of any governmental authority from time to time in force.7.2Grantee shall notify Grantor of any fault or defect in the Road, or any non-conformity with material obligations pursuant to this Agreement, that Grantee observes.7.3Upon termination of any Addendum, Grantee shall, if requested by Grantor, remove all culverts, installations and fixtures on the Road placed there for Grantee’s purposes. If they are not removed within thirty (30) days of such request, the Grantor shall have the right to remove such culverts, installations or fixtures and the Grantor shall invoice the Grantee the actual costs related thereto and Grantee shall pay the invoice in the manner described on the invoice.Road RestrictionsGrantor reserves to itself the exclusive control and operation of the Road and Grantee shall observe all load limits, speed limits, Road Bans, closures and restrictions whether imposed by governmental authority or, if it reasonably deems the Road conditions warrant such, by Grantor.Grantor shall, on a best efforts basis, notify Grantee when anticipated closures or restrictions are to be imposed.Grantor shall not be liable for any loss or damage to Grantee as a result of the imposition of any limits, bans, closures and restrictions or of any failure to give reasonable notice thereof to Grantee.Grantor reserves the right to control the entrances of any access road connected to the said Road and to control the location of signs and culvert installations at such access points.MaintenanceGrantor shall perform and effect such maintenance and repairs to the Road as it deems necessary to maintain it in a condition acceptable for Grantor’s use.Grantor has the right to enter on the Road at its discretion to effect maintenance and repairs and Grantor shall not be responsible or liable to compensate Grantee for any loss, injury, damage, inconvenience, or annoyance it may suffer from such entry.Notwithstanding anything herein contained, Grantor makes no representations or warranties as to the suitability or fitness of the Road for Grantee’s use, or otherwise, nor does Grantor give any undertaking to maintain the Road in useable condition.Upon prior written approval from Grantor, Grantee may Upgrade the Road. The entire cost and risk of such Upgrades, together with any incremental costs of maintaining the Road in its Upgraded state or abandoning and reclaiming the Road, shall be borne solely by Grantee.Where Grantor has no need to maintain the Road, or a portion thereof, Grantee undertakes and agrees that maintenance of the Road shall be the responsibility of the Grantee.Damages10.1Grantee agrees that if damage or destruction to the Road, as determined by Grantor acting reasonably, results from the exercise by Grantee and its servants, agents, employees, contractors and subcontractors of the rights herein granted, Grantee shall, at Grantor’s request, restore the Road to its condition immediately prior to the damage. If Grantee fails to comply with such instruction within thirty (30) days, Grantor may restore the Road to its condition immediately prior to the damage at the expense of Grantee. In such event, Grantee will reimburse Grantor the Grantor’s costs of the restoration within thirty (30) days of receiving Grantor’s invoice. Should Grantee fail to pay such costs within thirty (30) days, Grantee shall be subject to the interest provisions set out in clause 4.5.Liability and IndemnityGrantee shall use the Road entirely at its own risk and shall be liable for any loss, damage or expense suffered by Grantor as a direct result of the use of the Road by Grantee, its employees, agents, servants, contractors or subcontractors, unless such loss, damage or expense is a direct result of the negligence or misconduct of Grantor, its employees, agents, servants, contractors or subcontractors.Grantee shall indemnify Grantor against all actions, proceedings, claims, demands and costs suffered by Grantor directly resulting from the use of the Road by Grantee, its employees, agents, servants, contractors or subcontractors, unless such action, proceeding, claim, demand or cost is a direct result of the negligence or misconduct of Grantor, its employees, agents, servants, contractors or subcontractors.Notwithstanding paragraphs 11.1 or 11.2, neither Grantor nor Grantee shall have any liability to the other for any loss of profit or consequential or indirect damages suffered by the other.Notwithstanding any term provided elsewhere in this Agreement, in the event that Grantee shall fail to perform or to carry out any of the obligations or undertakings to be performed or carried out by Grantee pursuant to this Agreement, Grantee shall pay on demand to Grantor every cost and expense incurred by Grantor in enforcing or in attempting to enforce, or both, the terms and conditions contained in this Agreement, including, without restricting the generality of the foregoing, all legal fees and disbursements incurred by Grantor on a solicitor and client basis without limitation.EnvironmentalGrantee must notify Grantor immediately in the event of any Environmental Contamination and Grantee shall be solely responsible for the cost of all work carried out to correct Environmental Contamination caused by Grantee. Grantee shall comply with the provisions of all applicable federal, provincial, municipal laws. Grantee shall indemnify and save Grantor harmless against all loss, damages and expenses which may be brought against or suffered by Grantor and which are incidental to any Environmental Contamination, except to the extent that such loss, damage or expense is the result of Grantor’s operations.12.4Upon termination of this Agreement, Grantee shall leave the Road, and any lands adjacent to the Road, free of any Environmental Contamination resulting from Grantee’s operation which may adversely affect the land or result in a breach of its obligations pursuant to this Agreement. 12.5The responsibility of Grantee to Grantor for environmental obligations continues to be enforceable by Grantor notwithstanding the termination of this Agreement.Default13.1If Grantee fails to comply with any of the terms or conditions of this Agreement or is otherwise in default of any provisions of this Agreement and such failure to comply or default continues for a period of thirty (30) days after receipt of notice from Grantor to remedy such default, Grantor may, without limiting any other remedies it may have, terminate this Agreement in full or in part. 13.2Grantee shall be liable for and shall pay all reasonable costs and expenses incurred by Grantor including, without limitation, reasonable legal fees on a solicitor and client basis and other professional fees and disbursements on a full indemnity basis.? RepresentationsGrantor represents and warrants that:it has the full power and authority to enter into this Agreement; it is under no restrictions or obligations, contractual or otherwise, that are inconsistent with the execution of this Agreement or will interfere with its performance of any of Grantor’s obligations under this Agreement;all work shall be performed in a competent fashion, with integrity, and in accordance with applicable standards of the oil and gas industry in the province or territory in which the Road is located. Grantee represents and warrants that:it has the full power and authority to enter into this Agreement; it is under no restrictions or obligations, contractual or otherwise, that are inconsistent with the execution of this Agreement or will interfere with its performance of any of Grantee’s obligations under this Agreement; all work shall be performed in a competent fashion, with integrity, and in accordance with applicable standards of the oil and gas industry in the province or territory in which the Road is located.InsuranceIt shall be the responsibility of Grantee to maintain and keep in force during the term of this Agreement, for the benefit of Grantee, the following insurance:(a)Automobile Liability Insurance covering bodily injury (including passenger hazard) and property damage arising from the operation of owned or non-owned vehicles used on the Road in the course of operations by Grantee, with inclusive limits of not less than $2,000,000 (two million dollars) for any one accident or occurrence.(b)Commercial General Liability Insurance covering the liability of Grantee for bodily injury and property damage arising from operations of Grantee in connection with this Agreement (other than the operation of vehicles). The limits of this insurance shall not be less than $5,000,000 (five million dollars) for any one accident or occurrence.Upon demand by Grantor, Grantee shall provide Grantor a Certificate of Insurance as evidence of the insurance required by the preceding clause. Insurance policies referred to in paragraph 15.1(b) above shall include a waiver of subrogation in favor of Grantor and its employees, agents, servants, contractors or subcontractors.As an alternative to the insurance policies referred to in paragraphs 15.1(a) and 15.1(b), if acceptable to Grantor, Grantee may self-insure against the risks normally covered by such policies.Grantee shall use its best efforts to ensure that any of its employees, agents, servants, contractors or subcontractors using the Road, that are not covered by the insurance policies set forth in paragraphs 15.1(a) and 15.1(b) maintain insurance in accordance with the provisions of paragraphs 15.1(a) and 15.1(b) during those employees’, agents’, servants’, contractors’ or subcontractors’ use of the Road.The insurance policies shall be endorsed to provide that in the event of any change that could affect the interests of Grantor, or in the event of their cancellation, the insurers shall notify Grantor thirty (30) days prior to the Effective Date of such change or cancellation.ArbitrationAny dispute, controversy, or claim arising out of or relating to this Agreement shall be first settled by negotiations carried on in good faith by the Parties and only if these negotiations fail in whole or in part then the dispute shall be referred to arbitration.The provisions of the ADRIC Arbitration Rules of the ADR Institute of Canada shall apply to any dispute or arbitration except as otherwise provided by this Agreement.Notices17.1Notices, invoices and other communications to be given under this Agreement shall be in writing and may be delivered by hand, mailed or electronically transmitted, excluding social media, addressed to the Parties as follows:GRANTOR:ABC Grantor Ltd.Bus: ( )Fax: ( )Email: Attention: GRANTEE: ABC GRANTEE LTD.__________________________________________________________________Bus: ( )Fax: ( )Email: Attention: Either Party may, from time to time, change its address for service by giving written notice to the other Party, and such changed address is effective five (5) Business Days after notice is deemed to be received.Any notice, invoice or other communication shall be deemed to be received by the addressee, if delivered personally, at the time of delivery and, if mailed, on the fourth Business Day following the day on which it was mailed. Any notice, invoice or other communication delivered or transmitted by electronic medium, including electronic mail, is deemed to be received when the notice or notification enters the recipient Party’s information system and becomes capable of being retrieved and processed by that Party if those events occur during normal business hours on any Business Day or at the beginning of the next Business Day if those events are after five o’clock, local time. Notice may not be delivered using any form of social media. In the case of a postal disruption, or an anticipated postal disruption, all notices or other communications to be given under this Agreement shall be electronically transmitted or delivered by hand.Force MajeureIf a Party is prevented by Force Majeure from fulfilling any obligation, the obligations of the Party, insofar only as its obligations are affected by the Force Majeure, shall be suspended while the Force Majeure continues to prevent the performance of such obligations and for that time as that Party may reasonably require to commence to fulfill such obligation. A Party prevented from fulfilling any obligation by Force Majeure shall give the other Party notice of the Force Majeure and the affected obligations including reasonably full particulars as soon as reasonably possible in the circumstances. Nothing is construed to relieve either Party of its obligation to pay monies due under this Agreement.AssignmentThis Agreement is not assignable in whole or in part.TerminationNotwithstanding any provision to the contrary herein contained, this Agreement or any Addendum may be terminated upon a minimum of thirty (30) days prior written notice given by either Party to the other. Such notice shall state the termination date of the Agreement or Addendum. Upon termination of this Agreement or any Addendum thereto, all applicable rights and obligations as between Grantor and Grantee shall terminate except that Grantee shall remain liable to Grantor for all of its obligations and liabilities arising pursuant to this Agreement prior to the date of such termination. Grantor shall inspect the Road upon termination of this Agreement and/or any Addendum and shall notify Grantee of any damage to the Road, excluding normal wear and tear, which shall be repaired in accordance with Clause 10.1.MiscellaneousIf compliance with any provision of this Agreement would result in violation of any applicable codes, statutes, laws, regulations, permits, licenses, orders and directions of any governmental authority, such code, statute, law, regulation, permit, license, order and direction of any governmental authority shall prevail and this Agreement shall be deemed to be amended accordingly.This Master Road Use Agreement has been modified only by the completion of the blanks and addendum elections required herein and by those additional changes specifically identified as such in the body of the Master Road Use Agreement. Insofar as there are differences between this Master Road Use Agreement and the 2017 CAPLA Master Road Use Agreement that are not specifically identified, this Master Road Use Agreement will be deemed to be modified to apply the applicable provisions of the 2017 CAPLA Master Road Use Agreement as if they had been included herein.This Agreement, as amended from time to time by agreement in writing of the Parties, shall be the entire agreement between Grantor and Grantee as to the matters herein and all previous promises, representations or agreements between the Parties, whether oral or written, shall be deemed to have been replaced by this Agreement.This Agreement may be executed in counterparts, whether originally or electronically, each of which is deemed an original, but all of which constitute one and the same instrument.If any provision of this Agreement is wholly or partially unenforceable for any reason, such unenforceability will not affect the enforceability of the balance of this Agreement and all provisions of this Agreement shall, if alternative interpretations are applicable, be construed so as to preserve the enforceability of this Agreement.It is further understood and agreed that no failure or delay by a party in exercising any right, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise preclude any other or further exercise or the exercise of any right, power, or privilege under this Agreement.The failure of a Party to seek redress for violation of or to insist on the strict performance of any covenant or condition of this Agreement does not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.This Agreement has been duly executed and delivered by the Parties and constitutes a legal, valid and binding obligation between the Parties enforceable in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization, or other laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.This Agreement shall be governed by the construed in accordance with the laws of the province in which the Road is situated and the federal laws of Canada, as applicable, and shall be treated as a contract of the province in which the Road is situated.Time is of the essence throughout.The parties have executed this Agreement as of the day and year first above written:Abc Grantor Ltd.ABC GRANTEE LTD.Per: Per:NameNameTitleTitlePer: Per:NameNameTitleTitle SCHEDULE "A"PURPOSE AND RATESAddendum #Attached to and forming part of a MASTER ROAD USE AGREEMENT dated INSERT DATE and made between GRANTOR NAME, as Grantor and GRANTEE NAME, as Grantee.Effective Date:INSERT DATEPURPOSE OF USE:To gain access for the drilling, completion, production and abandonment of a well.Timber haulingGeophysical Seismic AccessOther (describe)WELL(S)/FACILITY LOCATION:CONSIDERATION: (subject to GST) INITIAL CONSIDERATION:MAINTENANCE:Grantor’s GST Number: ___________________the terms of schedules “A”, “B” and “C” are hereby AGREED TO as of the Effective Date.grantor namegrantee name Per: Per: Per: Per: SCHEDULE "B"PLAN OF ROADAddendum #Attached to and forming part of a MASTER ROAD USE AGREEMENT dated INSERT DATE and made between GRANTOR NAME, as Grantor and GRANTEE NAME, as Grantee.Effective Date:INSERT DATE SCHEDULE "C"FIELD represeNTATIVES AND ADDITIONAL TERMSAddendum #Attached to and forming part of a MASTER ROAD USE AGREEMENT dated INSERT DATE and made between GRANTOR NAME, as Grantor and GRANTEE NAME, as Grantee.Effective Date:INSERT DATEGRANTOR'S FIELD REPRESENTATIVE ADDRESS:CompanyAddressPhone:Fax: Attention: GRANTEE'S FIELD REPRESENTATIVE ADDRESS:AddressPhone: Fax: Attention: ADDITIONAL TERMS:Grantee shall provide Grantor with 72 hours’ notice prior to commencement of the intended activity.Grantee shall comply with any reasonable conditions imposed by Grantor’s field representative. ................
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